What changed in this filing

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Item 1A. Risk Factors

2021-08-16 compared with 2020-03-31 · 296 added, 721 removed, 3 unchanged (100% of the section changed)

RISK FACTORS.

investment in our common stock involves a high degree of risk.

You should carefully consider the risks described below and the

other information contained in this report before deciding to invest in our common stock.

Related To Our Business

losses in 2019 and may need additional financing to support our daily operations raise doubt as to whether we can continue as

a going concern.

As of December 31,

2019, we had an accumulated deficit of $5.3 million and a working capital deficit of $0.9 million.

In addition, our revenues decreased

by $1,060,143 to$609,174 in 2019 compared with 2018, mainly due to the slowdown in the growth of the health product industry in

AS A SMALLER REPORTING COMPANY, WE ARE NOT

REQUIRED TO PROVIDE A STATEMENT OF RISK FACTORS.

NONETHELESS, WE ARE VOLUNTARILY PROVIDING RISK FACTORS HEREIN.

THIS ANNUAL REPORT CONTAINS

CERTAIN STATEMENTS RELATING TO FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF OUR COMPANY.

YOU ARE CAUTIONED THAT SUCH STATEMENTS

ARE ONLY PREDICTIONS AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY.

IN EVALUATING SUCH

STATEMENTS, YOU SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS IDENTIFIED IN THIS ANNUAL REPORT, INCLUDING THE MATTERS SET FORTH BELOW,

WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS.

An investment in our common

stock involves a number of very significant risks.

You should carefully consider the following risks and uncertainties in addition to

other information in this Annual Report in evaluating our company and its business before purchasing shares of our common stock.

Our business,

operating results and financial condition could be seriously harmed due to any of the following risks.

You could lose all or part of your

investment due to any of these risks.

Risks Related To Our Business

Because we are currently considered a “shell

company”

within the meaning of Rule 12b-2 under the Exchange Act, the ability of holders of our common stock to re-sell their shares

may be limited by applicable regulations.

We are currently considered

a “shell company”

within the meaning of Rule 12b-2 under the Exchange Act and Rule 405 of the Securities Act of 1933,

as a result of the consummation of the Merger on December 31, 2020.

Accordingly, the ability of holders of our common stock

to re-sell their shares may be limited by applicable regulations.

Specifically, shares of common stock which are considered “restricted

securities”

may not be sold except through a qualified registration statement under the Securities Act, pursuant to Section 4(1)

of the Securities Act, or by meeting the conditions of Rule 144(i) under the Securities Act.

We have a history of losses, which raise

substantial doubt about our ability to continue as a going concern.

As of December 31, 2020, we

had an accumulated deficit of approximately $7.2 million and a working capital deficit of approximately $0.7 million.

In addition, reported

as part of loss from operations of discontinued component, our revenues decreased by $383,755 to $225,419 in 2020 compared with 2019,

mainly due to the slowdown in the growth of the health product industry in China.

Our cash as of December 31, 2020, was $0.

It is not likely that our operations will increase sufficiently in the immediate

future to support the expenses associated with being a public company.

These factors among others indicate that we may be unable

to continue as a going concern, particularly in the event that we cannot generate revenues, obtain additional financing and/or

obtain profitable operations.

As such, there is substantial doubt as to our ability to continue as a going concern.

The accompanying

financial statements do not include any adjustments that might result from the outcome of this uncertainty and if we cannot continue

as a going concern, your investment in us could become devalued or worthless.

our business plans are not successful, we may not be able to continue operations as a going concern and our stockholders may lose

their entire investment in us.

We have limited revenues

and limited cash.

The report of our independent registered public accountants on our financial statements for the year ended December

31, 2019 states that these conditions, among others, raise substantial doubt about our ability to continue as a going concern.

In addition, the impact of COVID-19 on the Chinese economy may negatively affect our business in the near future.

to continue as a going concern is dependent upon our continued operations, which is dependent in turn upon our ability to meet

our financial requirements, raise additional capital, and the success of our future operations.

purchase of many of our products is discretionary, and may be particularly affected by adverse trends in the general economy;

therefore challenging economic conditions may make it more difficult for us to generate revenue.

business is affected by global, national and local economic conditions since many of the products we sell are discretionary and

we depend, to a significant extent, upon a number of factors relating to discretionary consumer spending in the PRC.

factors include economic conditions and perceptions of such conditions by consumers, employment rates, the level of consumers’

disposable income, business conditions, interest rates, consumer debt levels, availability of credit and levels of taxation in

regional and local markets in the PRC where we sell such products.

There can be no assurance that consumer spending on the

products we sell, will not be adversely affected by changes in general economic conditions in the PRC and globally.

The outbreak of novel coronavirus

diseases could adversely affect our operations.

An occurrence of serious

diseases or any outbreak of other epidemics in the PRC might result in material disruptions to our operations, to the operations

of our customers or suppliers or a decline in our industry or a slowdown in economic growth in the PRC and surrounding regions,

any of which could have a material adverse effect on our operations.

In late 2019 and early 2020, a novel coronavirus disease,

COVID-19, suddenly spread in China and the disease outbreak directly and indirectly caused domestic travel restrictions, quarantine

on villages, cities, and provinces, and business closure all over China, including our operations in China.

While we take measures

at our operations to prevent the outbreak of disease, there can be no assurance that our facilities or products will not be affected

by an outbreak of disease in the future, or that the market for health products in the PRC will not decline as a result of fear

In either case, our business, results of operations and financial condition would be adversely and materially affected.

success of our business depends on our ability to market and advertise the products we sell effectively.

ability to establish effective marketing and advertising campaigns is the key to our success.

Our advertisements promote

our corporate image, our merchandise and the pricing of such products.

If we are unable to increase awareness of our

brands and our products, we may not be able to attract new customers.

Our marketing activities may not be successful in

promoting the products we sell or pricing strategies or in retaining and increasing our customer base.

We cannot assure

you that our marketing programs will be adequate to support our future growth, which may result in a material adverse effect

on our results of operations.

we fail to maintain optimal inventory levels, our inventory holding costs could increase or cause us to lose sales, either of

which could have a material adverse effect on our business, financial condition and results of operations.

we must maintain sufficient inventory levels to operate our business successfully and meet our customers’

demands, we must be

careful to avoid amassing excess inventory.

Changing consumer demands, manufacturer backorders and uncertainty surrounding

new product launches expose us to increased inventory risks.

Demand for products can change rapidly and unexpectedly, including

the time between when the product is ordered from the supplier to the time it is offered for sale.

We carry a wide variety

of products and must maintain sufficient inventory levels of the products we sell.

We may be unable to sell certain products

in the event that consumer demand changes.

Our inventory holding costs will increase if we carry excess inventory.

if we do not have a sufficient inventory of a product to fulfill customer orders, we may lose orders or customers, which may adversely

affect our business, financial condition and results of operations.

We cannot assure you that we can accurately predict consumer

demand and events and avoid over-stocking or under-stocking products.

may not be able to optimize the management of our distribution network or be successful in expanding our distribution network.

sell our products to our customers mainly through our franchise stores across the PRC.

Any disruption in the operation of

our franchise stores distribution network could result in higher costs or longer lead times associated with distributing our products.

In addition, as it is difficult to predict accurate sales volumes in our industry, we may be unable to optimize our distribution

activities, which may result in excess or insufficient inventory, warehousing, fulfillment of logistics or value-added services,

or distribution capacity.

In addition, failure to effectively control product damage or spoilage during the distribution process

could decrease our operating margins and reduce our profitability.

operations would be adversely affected if third-party carriers were unable to transport our products on a timely basis.

of our products are shipped through third party carriers.

If a strike or other event prevented or disrupted these carriers

from transporting our products, other carriers may be unavailable or may not have the capacity to deliver our products to our

If adequate third party sources to ship our products were unavailable at any time, our business would be adversely

may be shortages of, or price fluctuations with respect to, raw materials or components, which would cause us to curtail our manufacturing

or incur higher than expected costs.

purchase the raw materials and certain components we use in producing our products, and we may be required to bear the risk of

price fluctuations of raw materials or components.

Shortages of raw materials and price fluctuations may occur in the future and

we may not be able to pass through a substantial portion of such raw material cost increases to our customers if we experience

significant supply disruptions or excess levels of industry capacity or due to other factors outside of our control, in which

case our profitability could suffer.

Our ability to pass through raw material price increases may be limited by the level of industry

excess capacity, competitive practices and other regional-specific factors which are out of our control.

In addition, if we experience

a shortage of materials or components, we may not be able to produce products for our customers in a timely fashion.

addition, the Dodd-Frank Act of 2010 requires the Securities and Exchange Commission (the “SEC”) to establish new

annual disclosure and reporting requirements for public companies to report their use of “conflict minerals”

from the Democratic Republic of Congo and its nine immediate neighbors.

The current list of “conflict minerals”

the Dodd-Frank Act includes gold, tantalum, tin and tungsten (although additional minerals may be added in the future).

If tourmaline

is classified as a “conflict mineral”

in the future, there may only be a limited pool of suppliers who provide conflict-free

tourmaline, and we cannot assure you that we will be able to obtain products in sufficient quantities or at competitive prices.

we are unable to renew the leases of any of our property, our operations may be adversely affected.

do not directly own any land use rights over the properties we lease.

We may lose our leases or may not be able to renew

them when they are due on terms that are reasonable or favorable to us.

This may have adverse impact on our operations, including

disrupting our operations or increasing our cost of operations.

products sold in the PRC could negatively impact our revenues, brand reputation, business and results of operations.

products we sell are also subject to competition from counterfeit products, which are healthcare products manufactured without

proper licenses or approvals and are fraudulently mislabeled with respect to their content and/or manufacturer.

products are generally sold at lower prices than authentic products due to their low production costs, and in some cases are very

similar in appearance to authentic products.

Although the PRC government has recently been increasingly active in policing counterfeit

products, including counterfeit healthcare products, there is a lack of effective counterfeit product regulation control and enforcement

systems in the PRC.

The proliferation of counterfeit products has grown in recent years and may continue to grow in the future.

our implementation of quality controls, we cannot assure you that we would not be distributing or selling counterfeit products

inadvertently.

Any accidental sale or distribution of counterfeit products can subject our company to fines, administrative penalties,

litigation and negative publicity, which could negatively impact our revenues, brand reputation, business and results of operations.

the continued proliferation of counterfeit products and other products in recent years may reinforce the negative image of retailers

among consumers in the PRC.

The continued proliferation of counterfeit products in the PRC could have a material adverse

effect on our business, financial condition, and results of operation.

required certificates, permits, and licenses related to our operations are subject to governmental control and renewal and failure

to obtain renewal will cause all or part of our operations to be terminated.

are subject to various PRC laws and regulations pertaining to our manufacture and sales of healthcare products.

We have attained

certificates, permits, and licenses required for the operation of a healthcare products manufacturer and distributor.

cannot assure you that we will have all necessary permits, certificates and authorizations for the operation of our business at

Additionally, our certifications, permits and authorizations are subject to periodic renewal by the relevant government

We intend to apply for renewal of these certificates, permits and authorizations prior to their expiration.

the renewal process, we will be re-evaluated by the appropriate governmental authorities and must comply with the then prevailing

standards and regulations which may change from time to time.

In the event that we are not able to renew the certificates,

permits and licenses, all or part of our operations may be terminated.

Furthermore, if escalating compliance costs associated

with governmental standards and regulations restrict or prohibit any part of our operations, it may adversely affect our operations

and profitability.

we become subject to product liability claims, personal injury claims or defective products our business may be harmed.

will be exposed to risks inherent in the manufacture and sales of healthcare products, such as the unintentional distribution

of counterfeit healthcare products.

Furthermore, we may sell products which inadvertently have an adverse effect on the health

of individuals.

Product liability claims may be asserted against us.

Any product liability claim, product recall, adverse

side effects caused by improper use of the products we sell or manufacturing defects may result in adverse publicity regarding

us and the products we sell, which would harm our reputation.

If we are found liable for product liability claims, we could be

required to pay substantial monetary damages in excess of insurance coverage amounts.

Furthermore, even if we successfully defend

ourselves against this type of claim, we could be required to spend significant management, financial and other resources, which

could disrupt our business, and our reputation and our brand name may also suffer.

In addition, we do not have any business interruption

insurance due to the limited coverage of any business interruption insurance in the PRC, and as a result, any business disruption

or natural disaster could severely disrupt our business and operations and significantly decrease our revenue and profitability.

failure to manage growth effectively could have an adverse effect on our employee efficiency, product quality, working capital

levels, and results of operations.

significant growth in the market for our products or our entry into new markets may require an expansion of our employee base

for managerial, operational, financial, and other purposes.

As of December 31, 2019, we had approximately 32 full time employees.

any growth, we may face problems related to our operational and financial systems and controls, including quality control and

delivery and service capacities.

We would also need to continue to expand, train and manage our employee base.

future growth will impose significant added responsibilities upon the members of management to identify, recruit, maintain, integrate,

and motivate new employees.

from increased difficulties in the management of human resources, we may also encounter working capital issues, as we will

need increased liquidity to finance the purchase of raw materials and supplies, development of new products, and the hiring

of additional employees.

For effective growth management, we will be required to continue improving our operations,

management, and financial systems and controls.

Our failure to manage growth effectively may lead to operational and

financial inefficiencies that will have a negative effect on our profitability.

We cannot assure investors that we will

be able to timely and effectively meet that demand and maintain the quality standards required by our existing and potential

we need additional capital to fund our growing operations, we may not be able to obtain sufficient capital and may be forced to

limit the scope of our operations.

adequate additional financing is not available on reasonable terms, we may not be able to undertake our expansion plans or purchase

additional equipment for our operations and we would have to modify our business plans accordingly.

There is no assurance that

additional financing will be available to us.

connection with our growth strategies, we may experience increased capital needs and accordingly, we may not have sufficient capital

to fund our future operations without additional capital investments.

Our capital needs will depend on numerous factors, including

(i) our profitability;

(ii) the release of competitive products by our competitors;

(iii) the level of our investment in

research and development;

and (iv) the amount of our capital expenditures, including acquisitions.

We cannot assure you that we

will be able to obtain capital in the future to meet our needs.

we cannot obtain additional funding, we may be required to:

(i) limit our investments in research and development;

our marketing efforts;

and (iii) decrease or eliminate capital expenditures.

Such reductions could materially adversely affect

our business and our ability to compete.

if we do find a source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional

capital that are acceptable to us.

Any future capital investments could dilute or otherwise materially and adversely affect the

holdings or rights of our existing shareholders.

In addition, new equity or convertible debt securities issued by us to obtain

financing could have rights, preferences and privileges senior to our common stock.

We cannot give you any assurance that any

additional financing will be available to us, or if available, will be on terms favorable to us.

are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our business, financial

condition and results of operations.

success is, to a certain extent, attributable to the management, sales and marketing, and operational and technical expertise

of certain key personnel.

In addition, we will require an increasing number of experienced and competent executives and other

members of senior management to implement our growth plans.

We do not maintain key-man insurance for members of our management

team because it is not a customary practice in the PRC.

If we lose the services of any member of our senior management,

we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new personnel,

which could severely disrupt our business and prospects.

are dependent on a trained workforce and any inability to retain or effectively recruit such employees, particularly distribution

personnel and regional retail managers for our business, could have a material adverse effect on our business, financial condition

and results of operations.

must attract, recruit and retain a sizeable workforce of qualified and trained staff to operate our business.

to implement effectively our business strategy and expand our operations will depend upon, among other factors, the successful

recruitment and retention of highly skilled and experienced distribution personnel, regional retail managers and other technical

and marketing personnel.

There is significant competition for qualified personnel in our business and we may not be successful

in recruiting or retaining sufficient qualified personnel consistent with our current and future operational needs.

rely on the high quality of customer service and any poor service may lead to adverse impact on our business.

goal is to provide customer with first class service.

It will be attained by the one-stop consultancy, analysis on feedback of

customer to provide information on customer’s potential demand, customer file system to introduce new product and promotion

If we fail to supply high quality of customer service, we may incur considerable complaints from our customers and lose

loyalty of our customers, as a result, more and more customers may pursue competitors’

products and our competitive ability may

drop correspondingly.

Chinese operating companies maintain their books and records in accordance with PRC GAAP and, as a result, it involves a risk

of accuracy when our personnel convert the financial statements to U.S.

PRC law, our operating companies in China are required to maintain their books and records in accordance with PRC GAAP.

not retain an outside accounting firm or consultant to prepare our financial statements or to evaluate our internal controls over

financial reporting.

Our Financial Manager prepares the U.S.

GAAP financial statements and converts the financial statements prepared

under PRC GAAP into U.S.

Our CFO is responsible for supervising the preparation of our financial statements under PRC GAAP

and for reviewing such financial statements to ensure their accuracy and completeness.

In addition, he is responsible for reviewing

the adjustments made to the financial statements to convert them into U.S.

GAAP for SEC reporting requirements.

Our CFO and CEO

are responsible for evaluating the effectiveness of our internal controls over financial reporting.

company is at the early stage of adopting necessary financial reporting concepts and practices, including strong corporate governance,

internal controls and, computer, financial and other control systems.

Most of our accounting and finance staff are not educated

and trained in U.S.

GAAP and SEC reporting requirements, and we may have difficulty hiring new employees in the PRC with such

As a result of these factors, we may experience difficulty in establishing management, legal and financial controls,

collecting financial data and preparing financial statements, books of account and corporate records and instituting business

practices that meet SEC reporting requirements.

Therefore, we may, in turn, experience difficulties in implementing and maintaining

adequate internal controls as required under Section 404 of the Sarbanes-Oxley Act of 2002.

This may result in significant

deficiencies or material weaknesses in our internal controls, which could impact the reliability of our financial statements and

prevent us from complying with SEC rules and regulations and the requirements of the Sarbanes-Oxley Act of 2002.

Any such deficiencies,

weaknesses or lack of compliance could have a materially adverse effect on our business.

financial results may fluctuate because of many factors and, as a result, investors should not simply rely on our historical financial

data as indicative of future results.

in operating results or the failure of operating results to meet the expectations of public market analysts and investors may

negatively impact the market price of our securities.

Operating results may fluctuate in the future due to a variety of factors

that could affect revenues or expenses in any particular quarter.

Fluctuations in operating results could cause the value

of our securities to decline.

Investors should not rely on comparisons of results of operations as an indication of future

As result of the factors listed below, it is possible that in future periods results of operations may be below

the expectations of public market analysts and investors.

This could cause the market price of our securities to decline.

Factors that may affect our quarterly results include:

vulnerability

of our business to a general economic downturn in the PRC;

and unpredictability of the prices of the products we sell;

in the laws of the PRC that affect our operations;

from other healthcare products manufacturers and distributors;

ability to obtain necessary government certifications and/or licenses to conduct our business.

are dependent on certain suppliers and a failure to continue to obtain our supplies from such suppliers may adversely affect our

do not have any long-term supply contracts with our raw materials suppliers.

Any significant fluctuation in price of our raw materials

could have a material adverse effect on the manufacturing cost of our products.

We are subject to market conditions and although

raw materials are generally available and we have not experienced any raw materials shortage in the past, we cannot assure you

that the necessary materials will continue to be available to us at prices currently in effect or acceptable to us.

may have limited options in the short-term for alternative supplies if our suppliers fail for any reason, including their business

failure or financial difficulties, to continue the supply of raw materials.

Moreover, identifying and accessing alternative sources

may increase our costs.

Related to Conducting Business in the PRC

operations are subject to PRC laws and regulations that are sometimes vague and uncertain.

Any changes in such PRC laws and

regulations, or the interpretations thereof, may have a material and adverse effect on our business.

PRC’s legal system is a civil law system based on written statutes.

Unlike the common law system prevalent in the United

States, decided legal cases have little value as precedent in the PRC.

There are substantial uncertainties regarding the interpretation

and application of PRC laws and regulations, including but not limited to, the laws and regulations governing our business, or

the enforcement and performance of our arrangements with customers in the event of the imposition of statutory liens, death, bankruptcy

or criminal proceedings.

The PRC government has been developing a comprehensive system of commercial laws, and considerable progress

has been made in introducing laws and regulations dealing with economic matters such as foreign investment, corporate organization

and governance, commerce, taxation and trade.

However, because these laws and regulations are relatively new, and because

of the limited volume of published cases and judicial interpretation and their lack of authority as precedents, interpretation

and enforcement of these laws and regulations involve significant uncertainties.

New laws and regulations that affect existing

and proposed future businesses may also be applied retroactively.

principal operating subsidiaries are regarded as foreign invested enterprises (“FIE”s) under PRC laws, and as a

result are required to comply with PRC laws and regulations, including laws and regulations specifically governing the

activities and conduct of FIEs.

We cannot predict what effect the interpretation of existing or new PRC laws or regulations

may have on our businesses.

If the relevant authorities find us in violation of PRC laws or regulations, they would have

broad discretion in dealing with such a violation, including, without limitation:

our business license, other licenses or authorities;

that we restructure our ownership or operations;

that we discontinue any portion or all of our business.

Labor Laws may adversely affect our results of operations.

January 1, 2008, the PRC government promulgated the Labor Contract Law of the PRC, or the New Labor Contract Law.

New Labor Contract Law imposes greater liabilities on employers and significantly impacts the cost of an employer’s decision

to reduce its workforce.

Further, it may require certain terminations to be based upon seniority and not merit.

event we decide to significantly change or decrease our workforce, the New Labor Contract Law could adversely affect our ability

to enact such changes in a manner that is most advantageous to our business or in a timely and cost effective manner, thus materially

and adversely affecting our financial condition and results of operations.

may not be able to comply with applicable Good Manufacture Practice (“GMP”) requirements and other regulatory requirements,

which could have a material adverse effect on our business, financial condition and results of operations.

are required to comply with applicable GMP regulations, which include requirements relating to quality control and quality assurance

as well as corresponding maintenance, record-keeping and documentation standards.

Manufacturing facilities must be approved by

governmental authorities before we use them to commercially manufacture our products and are subject to inspection by regulatory

If we fail to comply with applicable regulatory requirements, including following any product approval, we may be subject

to sanctions, including:

recalls or seizure;

of regulatory agencies to review pending market approval applications or supplements to approval applications;

or partial suspension of production;

of previously approved marketing applications;

we fail to protect our intellectual property rights, it could harm our business and competitive position.

business relies in part on intellectual properties to stay competitive in the market place.

We rely on a combination of trademark

laws, patent law, trade secrets, confidentiality procedures and contractual provisions to protect our intellectual property rights

and the obligations we have to third parties from whom we license intellectual property rights.

Nevertheless, these afford only

limited protection and policing unauthorized use of proprietary technology can be difficult and expensive.

In addition, intellectual

property rights historically have not been enforced in the PRC to the same extent as in the United States, and intellectual property

theft presents a serious risk in doing business in the PRC.

We may not be able to detect unauthorized use of, or take appropriate

steps to enforce our intellectual property rights and this could have a material adverse effect on our business, operating results

and financial condition.

the new EIT Law, we may be classified a “resident enterprise”

for PRC tax purposes, which may subject us to PRC enterprise

income tax for any dividends we receive from our PRC Operating Entities and to PRC income tax withholding for any dividends we

pay to our non-PRC shareholders.

March 16, 2007, the National People’s Congress (“NPC”) promulgated the Law of the People’s Republic

of China on Enterprise Income Tax, and the new EIT Law as amended became effective on January 1, 2008.

In accordance with

the new EIT Law, the corporate income tax rate is set at 25% for all enterprises.

However, certain industries and projects, such

as FIEs, may enjoy favorable tax treatment pursuant to the new EIT Law and its implementing rules.

the new EIT Law, an enterprise established outside of the PRC whose “de facto management bodies”

are located in the

PRC is considered a “resident enterprise”

and is subject to the 25% enterprise income tax rate on its worldwide income.

The new EIT Law and its implementing rules are relatively new, and currently, no official interpretation or application of this

new “resident enterprise”

classification is available.

Therefore, it is unclear how tax authorities will determine

the tax residency of enterprises established outside of the PRC.

of our management is currently based in the PRC.

If the PRC tax authorities determine that our U.S.

holding company is a “resident

enterprise”

for PRC enterprise income tax purposes, we may be subject to an enterprise income tax rate of 25% on our worldwide

taxable income.

The “resident enterprise”

classification also could subject us to a 10% withholding tax on any dividends

we pay to our non-PRC shareholders if the relevant PRC authorities determine that such income is PRC-sourced income.

to the uncertainties regarding the interpretation and application of the new “resident enterprise”

classification,

the new EIT Law may change in the future, possibly with retroactive effect.

If we are classified as a “resident enterprise”

and we incur these tax liabilities, our net income will decrease accordingly.

ability to pay dividends is restricted by PRC laws.

ability to pay dividends is primarily dependent on receiving distributions of funds from our PRC Operating Entities.

PRC statutory laws and regulations permit payments of dividends by our PRC Operating Entities only out of their retained earnings,

if any, as determined in accordance with PRC accounting standards and regulations.

The results of operations reflected in the

financial statements prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) differ

from those reflected in the statutory financial statements of our PRC Operating Entities.

principal laws, rules and regulations governing dividends paid by our PRC Operating Entities include the Company Law of the PRC,

Wholly Foreign Owned Enterprise Law and its Implementation Rules.

Under these laws and regulations, our PRC Operating Entities

are required to set aside at least 10% of their after-tax profit based on PRC accounting standards each year to its statutory

surplus reserve fund until the accumulative amount of such reserve reaches 50% of their respective registered capital.

These reserve

funds are recorded as part of shareholders’

equity but are not available for distribution to shareholders other than in the case

of liquidation.

As a result of this requirement, the amount of net income available for distribution to shareholders will be limited.

business is subject to a variety of environmental laws and regulations.

Our failure to comply with environmental laws and regulations

may have a material adverse effect on our business and results of operations.

the beginning of the 1980s, the PRC has formulated and implemented a series of environmental protection laws and regulations.

Our operations are subject to these environmental protection laws and regulations in the PRC.

These laws and regulations impose

fees for the discharge of waste substances, permit the levy of fines and claims for damages for serious environmental offences

and allow the PRC government, at its discretion, to close any facility that fails to comply with orders requiring it to correct

or stop operations causing environmental damage.

Our operations are in compliance with PRC environmental regulations in all material

The PRC government has taken steps and may take additional steps towards more rigorous enforcement of applicable environmental

laws, and towards the adoption of more stringent environmental standards.

If the PRC national or local authorities enact additional

regulations or enforce current or new regulations in a more rigorous manner, we may be required to make additional expenditures

on environmental matters, which could have an adverse impact on our financial condition and results of operations.

environmental liability insurance is not common in the PRC.

Therefore, any significant environmental liability claims successfully

brought against us would adversely affect our business, financial condition and results of operations.

regulations relating to acquisitions of PRC companies by foreign entities may create regulatory uncertainties that could restrict

or limit our ability to operate.

August 8, 2006, the PRC Ministry of Commerce (“MOFCOM”), joined by the State-owned Assets Supervision

and Administration Commission of the State Council, the State Administration of Taxation, the State Administration for

Industry and Commerce, the China Securities Regulatory Commission (“CSRC”) and the State Administration of

Foreign Exchange (“SAFE”), released a substantially amended version of the Provisions for Foreign Investors to

Merge with or Acquire Domestic Enterprises (the “Revised M&A Regulations”), which took effect on September 8,

These new rules significantly revised the PRC’s regulatory framework governing onshore-to-offshore restructurings

and foreign acquisitions of domestic enterprises.

These new rules signify greater PRC government attention to cross-border

merger, acquisition and other investment activities, by confirming MOFCOM as a key regulator for issues related to mergers

and acquisitions in the PRC and requiring MOFCOM approval of a broad range of merger, acquisition and investment

transactions.

Further, the new rules establish reporting requirements for acquisition of control by foreigners of

companies in key industries, and reinforce the ability of the PRC government to monitor and prohibit foreign control

transactions in key industries.

rules may significantly affect the means by which offshore-onshore restructurings are undertaken in the PRC in connection with

offshore private equity and venture capital financings, mergers and acquisitions.

It is expected that such transactional

activity in the PRC in the near future will require significant case-by-case guidance from MOFCOM and other government authorities

as appropriate.

It is anticipated that application of the new rules will be subject to significant administrative interpretation,

and we will need to closely monitor how MOFCOM and other ministries apply the rules to ensure its domestic and offshore activities

continue to comply with PRC laws.

Given the uncertainties regarding interpretation and application of the new rules, we may need

to expend significant time and resources to maintain compliance.

It is uncertain how our business operations or future strategy

will be affected by the interpretations and implementation of the SAFE notices and new rules.

Our business operations or future

strategy could be adversely affected by the SAFE notices and the new rules.

For example, we may be subject to more stringent

review and approval processes with respect to our foreign exchange activities.

foreign currency exchange rate between U.S.

dollars and Renminbi (“RMB”) could adversely affect our reported financial

results and condition.

the extent that we need to convert U.S.

dollars into RMB for our operational needs, our financial position and the price of our

common stock may be adversely affected should RMB appreciate against U.S.

dollar at that time.

Conversely, if we decide to

convert our RMB into U.S.

dollars for the operational needs or paying dividends on our common stock, the dollar equivalent of

our earnings from our subsidiaries in the PRC would be reduced should U.S.

dollar appreciate against RMB.

1994, RMB experienced a gradual but significant devaluation against most major currencies, including dollars, and there was a

significant devaluation of RMB on January 1, 1994 in connection with the replacement of the dual exchange rate system with

a unified managed floating rate foreign exchange system.

Since 1994, the value of RMB relative to U.S.

dollar has remained

stable and has appreciated slightly against U.S.

Countries, including the United States, have argued that RMB is artificially

undervalued due to the PRC’s current monetary policies and have pressured the PRC to allow RMB to float freely in world markets.

July 2005, the PRC government changed its policy of pegging the value of RMB to the U.S.

Under the new policy, RMB

is permitted to fluctuate within a narrow and managed band against a basket of designated foreign currencies.

While the international

reaction to RMB revaluation has generally been positive, there remains significant international pressure on the PRC government

to adopt an even more flexible currency policy, which could result in further and more significant appreciation of RMB against

on currency exchange may limit our ability to utilize our revenues effectively and the ability of our PRC Operating Entities to

obtain financing.

Substantially

all of our revenues and operating expenses are denominated in RMB.

Restrictions on currency exchange imposed by the PRC government

may limit our ability to utilize revenues generated in RMB to fund our business activities outside the PRC, if any, or expenditures

denominated in foreign currencies.

Under current PRC regulations, RMB may be freely converted into foreign currency for payments

relating to “current account transactions,”

which include among other things dividend payments and payments for the

import of goods and services, by complying with certain procedural requirements.

Our PRC Operating Entities may also retain foreign

exchange in their respective current account bank accounts, subject to a cap set by SAFE or its local counterpart, for use in

payment of international current account transactions.

conversion of RMB into foreign currencies and of foreign currencies into RMB, for payments relating to “capital account

transactions,”

which principally includes investments and loans, generally requires the approval of SAFE and other relevant

PRC governmental authorities.

Restrictions on the convertibility of the RMB for capital account transactions could affect the

ability of our PRC Subsidiary to make investments overseas or to obtain foreign exchange through debt or equity financing, including

by means of loans or capital contributions from us.

August 2008, SAFE promulgated Circular 142, a notice regulating the conversion by FIEs of foreign currencies into RMB by restricting

how the converted RMB may be used.

Circular 142 requires that RMB converted from the foreign currency-denominated capital of a

FIE may only be used for purposes within the business scope approved by the applicable government authority and may not be used

for equity investments within the PRC unless specifically provided for otherwise.

In addition, SAFE strengthened its oversight

over the flow and use of RMB funds converted from the foreign currency-denominated capital of a FIE.

The use of such RMB may not

be changed without approval from SAFE, and may not be used to repay RMB loans if the proceeds of such loans have not yet been

Violations of Circular 142 may result in severe penalties, including substantial fines as set forth in the SAFE rules.

existing and future restrictions on currency exchange may affect the ability of our PRC Subsidiary or affiliated entity to obtain

foreign currencies, limit our ability to utilize revenues generated in RMB to fund our business activities outside the PRC that

are denominated in foreign currencies, or otherwise materially and adversely affect our business.

may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption laws, and any determination

that we violated these laws could have a material adverse effect on our business.

are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments

to foreign governments and their officials and political parties by U.S.

persons and issuers as defined by the statute, for the

purpose of obtaining or retaining business.

We have operations, agreements with third parties and we make all of our sales in

The PRC also strictly prohibits bribery of government officials.

Our activities in China create the risk of unauthorized

payments or offers of payments by the employees, consultants, sales agents or distributors of our company and its affiliate, even

though they may not always be subject to our control.

It is our policy to implement safeguards to discourage these practices by

our employees, and we have implemented a policy to comply specifically with the FCPA.

In spite of these efforts, our existing

safeguards and any future improvements may prove to be less than effective, and the employees, consultants, sales agents or distributors

of our company and its affiliate may engage in conduct for which we might be held responsible.

Violations of the FCPA or Chinese

anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could

negatively affect our business, operating results and financial condition.

In addition, the U.S.

government may seek to hold our

company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

we make equity compensation grants to persons who are PRC citizens, they may be required to register with SAFE.

face regulatory uncertainties that could restrict our ability to adopt an equity compensation plan for our directors and employees

and other parties under PRC law.

April 6, 2007, SAFE issued the Operating Procedures for Administration of Domestic Individuals Participating in the Employee

Stock Ownership Plan or Stock Option Plan of An Overseas Listed Company, also known as Circular 78.

It is not clear whether Circular

78 covers all forms of equity compensation plans or only those which provide for the granting of stock options.

any plans which are so covered and are adopted by a non-PRC listed company after April 6, 2007, Circular 78 requires all

participants who are PRC citizens to register with and obtain approvals from SAFE prior to their participation in the plan.

addition, Circular 78 also requires PRC citizens to register with SAFE and make the necessary applications and filings if they

participated in an overseas listed company’s covered equity compensation plan prior to April 6, 2007.

We intend to adopt

an equity compensation plan in the future and make option grants to our officers and directors, most of whom are PRC citizens.

Circular 78 may require our officers and directors who receive option grants and are PRC citizens to register with SAFE.

that the registration and approval requirements contemplated in Circular 78 will be burdensome and time consuming.

is determined that any of our equity compensation plans is subject to Circular 78, failure to comply with such provisions may

subject us and participants of our equity incentive plan who are PRC citizens to fines and legal sanctions and prevent us from

being able to grant equity compensation to our PRC employees.

In that case, our ability to compensate our employees and directors

through equity compensation would be hindered and our business operations may be adversely affected.

recurrence of severe acute respiratory syndrome (“SARS”), Avian Flu, or another widespread public health problem in

the PRC could adversely affect our operations.

renewed outbreak of SARS, Avian Flu or another widespread public health problem in the PRC, where all of our businesses are located

and where all of our sales occur, could have a negative effect on our operations.

Our businesses are dependent upon our ability

to continue to efficiently distribute and sell our products.

Such an outbreak could have an impact on our operations as a result

or closure of our distribution center, which would severely disrupt our operations,

sickness or death of our key officers and employees, and

general slowdown in the PRC economy.

of the foregoing events or other unforeseen consequences of public health problems could adversely affect our operations.

changes in political, economic and other policies of the PRC government could have a material adverse effect on the overall economic

growth of the PRC, which could reduce the demand for our products and materially and adversely affect our competitive position.

of our business operations are conducted in the PRC, and all of our sales are currently made in the PRC.

Accordingly, our business,

financial condition, results of operations and prospects are affected significantly by economic, political and legal developments

The PRC economy differs from the economies of most developed countries in many respects, including:

extent of government involvement;

level of development;

control of foreign exchange;

allocation of resources;

evolving regulatory system;

lack of sufficient transparency in the regulatory process.

the PRC economy has experienced significant growth in the past 20 years, growth has been uneven, both geographically and among

various sectors of the economy.

The PRC government has implemented various measures to encourage economic growth and guide the

allocation of resources.

Some of these measures benefit the overall PRC economy, but may also have a negative effect on us.

example, our financial condition and results of operations may be adversely affected by government control over capital investments

or changes in tax regulations that are applicable to us.

PRC economy has been transitioning from a planned economy to a more market-oriented economy.

Although in recent years the PRC

government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership

of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of the

productive assets in the PRC are still owned by the PRC government.

The continued control of these assets and other aspects of

the national economy by the PRC government could materially and adversely affect our business.

The PRC government also exercises

significant control over PRC economic growth through the allocation of resources, controlling payment of foreign currency-denominated

obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

Efforts by the

PRC government to slow the pace of growth of the PRC economy could result in decreased expenditures by the users of our products,

which in turn could reduce demand for our products.

the political relationship between the United States, Europe, or other Asian nations and the PRC is subject to sudden fluctuation

and periodic tension.

Changes in political conditions in the PRC and changes in the state of foreign relations are difficult to

predict and could adversely affect our operations or cause our products to become less attractive.

This could lead to a decline

in our profitability.

adverse change in the economic conditions or government policies in the PRC could have a material adverse effect on overall economic

growth and the level of healthcare investments and expenditures in the PRC, which in turn could lead to a reduction in demand

for our products and consequently have a material adverse effect on our businesses.

our business is located in the PRC, we may have difficulty establishing adequate management, legal and financial controls, which

are required in order to comply with United States securities laws.

companies have historically not adopted a Western style of management and financial reporting concepts and practices, which includes

strong corporate governance, internal controls and, computer, financial and other control systems.

In addition, we may have

difficulty in hiring and retaining a sufficient number of qualified employees to work in the PRC.

As a result of these factors,

we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing

financial statements, books of account and corporate records and instituting business practices that meet Western standards.

we may, in turn, experience difficulties in implementing and maintaining adequate internal controls as required under Section 404

of the Sarbanes-Oxley Act of 2002.

This may result in significant deficiencies or material weaknesses in our internal controls

which could impact the reliability of its financial statements and prevent us from complying with the rules and regulations promulgated

by the Securities Exchange Commission (the “SEC”) and the requirements of the Sarbanes-Oxley Act of 2002 (“SOX”).

such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our business.

may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in the

PRC based upon United States laws, including the federal securities laws or other foreign laws against us or our management.

of our current business operations are conducted in the PRC.

Moreover, our president and all of our officers are nationals

and residents of the PRC.

On December 31, 2020, we became

a shell company.

We can offer no assurance that we will ever operate profitably or that we will generate positive cash flow in the future.

In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control,

such as the unpredictability of customers’

expectations and demands, the level of competition and general economic conditions.

We are a shell company and may never be

able to effectuate our business plan.

As a result of the Merger,

the Company ceased operations and is now seeking a business combination with a private entity whose business would present an opportunity

for its shareholders.

We intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private

entity whose business presents an opportunity for our shareholders.

As a shell company with limited resources we may not be able to successfully

effectuate our business plan.

There can be no assurance that we will ever achieve any revenues or profitability.

The revenue and income

potential of our proposed business and operations is unproven as the lack of operating history makes it difficult to evaluate the future

prospects of our business.

We require financing to acquire businesses and implement our business plan.

We cannot assure you that we will

be successful in obtaining financing or acquiring businesses, or in operating those acquired businesses in a profitable manner.

We expect losses in the future because we

have no revenue.

As we have no current revenue,

we are expecting losses over the next twelve (12) months because we do not yet have any revenues to offset the expenses associated with

our business plan.

We cannot guarantee that we will ever be successful in generating revenues in the future.

We recognize that if we are

unable to generate revenues, we will not be able to earn profits or continue operations.

There is no history upon which to base any assumption

as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating

revenues or ever achieve profitable operations.

If our business plans are not successful,

we may not be able to continue operations as a going concern and our stockholders may lose their entire investment in us.

We will, in all likelihood,

sustain operating expenses without corresponding revenues, at least until the consummation of a business combination.

This may result

in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable

business opportunity.

We cannot assure you that we can identify a suitable business opportunity and consummate a business combination.

If we cannot continue as a going concern, our stockholders may lose their entire investment in us.

We do not have any agreement for a business

combination or other transaction.

We have no arrangement, agreement

or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private or public entity.

assure you that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination.

Management has not identified any particular industry or specific business within an industry for evaluation.

We cannot guarantee that

we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that future funds allocated to

the purchase of our shares will not be invested in a company with active business operations.

Future success is highly dependent on the

ability of management to locate and attract a suitable acquisition.

The success of our proposed

plan of operation will depend to a great extent on the operations, financial condition and management of the identified target company.

While business combinations with entities having established operating histories are preferred, there can be no assurance that we will

be successful in locating candidates meeting such criteria.

The decision to enter into a business combination will likely be made without

detailed feasibility studies, independent analysis, market surveys or similar information which, if we had more funds available to it,

would be desirable.

In the event we complete a business combination, the success of our operations will be dependent upon management of

the target company and numerous other factors beyond our control.

We cannot assure you that we will identify a target company and consummate

a business combination.

There is competition for those private companies

suitable for a merger or combination transaction of the type contemplated by management.

We are in a highly competitive

market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination.

We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions

of small private and public entities.

A large number of established and well-financed entities, including small public companies and venture

capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us.

Nearly all these entities

have significantly greater financial resources, technical expertise and managerial capabilities than we do.

Consequently, we will be at

a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination.

These competitive

factors may reduce the likelihood of our identifying and consummating a successful business combination.

We have not conducted market research to

identify business opportunities, which may affect our ability to identify a business to merge with or acquire.

We have neither conducted

nor have others made available to us results of market research concerning prospective business opportunities.

Therefore, we have no assurances

that market demand exists for a merger or acquisition as contemplated by us.

Our management has not identified any specific business combination

or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present

such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available.

There is no assurance that we will be able to acquire a business opportunity on terms favorable to us.

Decisions as to which business

opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our

stockholders.

Management intends to devote only a limited

amount of time to seeking a target company, which may adversely impact our ability to identify a suitable acquisition candidate.

While seeking a business combination,

our sole officer and director anticipates devoting limited time to our affairs in total.

Our sole officer has not entered into a written

employment agreement with us and is not expected to do so in the foreseeable future.

This limited commitment may adversely impact our

ability to identify and consummate a successful business combination.

We are dependent on the services

of our sole officer to obtain capital required to implement our business plan and for identifying, investigating, negotiating and integrating

potential acquisition opportunities.

The loss of services of our sole officer could have a substantial adverse effect on us.

The expansion

of our business will be largely contingent on our ability to attract and retain highly qualified corporate and operations level management

We cannot assure you that we will find suitable management personnel or will have financial resources to attract or retain such

people if found.

The time and cost of preparing a private

company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private

Target companies that fail

to comply with SEC reporting requirements may delay or preclude acquisition.

Sections 13 and 15(d) of the Exchange Act require reporting

companies to provide certain information about significant acquisitions, including audited consolidated financial statements for the company

The time and additional costs

that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation

of an acquisition.

Otherwise suitable acquisition prospects that do not have or are unable to obtain the required audited statements may

be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.

Any potential acquisition or merger with

a foreign company may subject us to additional risks.

If we enter into a business

combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States.

include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks

related to shipment of raw materials and finished goods across national borders and cultural and language differences.

Foreign economies

may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development,

rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

We will need to raise additional capital

to execute our business plan.

If our operations do not produce the necessary cash flow, or if we cannot obtain needed funds, we may be

forced to reduce or cease our activities with consequent loss to investors.

We have a need for cash in

order to pay obligations currently due in a timely manner, and to finance our business operations.

Our continued operations will depend

upon the sustainability of cash flow from our ability to raise additional funds, as required, through equity or debt financing.

is no assurance that we will be able to obtain additional funding when it is needed, or that such funding, if available, will be obtainable

on terms acceptable to us.

If we cannot obtain needed funds, we may be forced to reduce or cease our activities with consequent loss to

In addition, should we incur significant presently unforeseen expenses or delays, we may not be able to accomplish our goals.

If we fail to develop and maintain an effective

system of internal controls, we may not be able to accurately report our financial results or prevent fraud, as a result, current and

potential shareholders could lose confidence in our financial reports, which could harm our business and the trading price of our Common

Effective internal controls

are necessary for us to provide reliable financial reports and effectively prevent fraud.

Section 404 of the Sarbanes-Oxley Act of 2002

requires us to evaluate and report on our internal controls over financial reporting.

We plan to comply with Section 404 by strengthening,

assessing and testing our system of internal controls to provide the basis for our report.

The process of strengthening our internal controls

and complying with Section 404 is expensive and time consuming, and requires significant management attention, especially given that we

have not yet undertaken any efforts to comply with the requirements of Section 404.

We cannot be certain that the measures we will undertake

will ensure that we will maintain adequate controls over our financial processes and reporting in the future.

Furthermore, if we are able

to rapidly grow our business, the internal controls that we will need will become more complex, and significantly more resources will

be required to ensure our internal controls remain effective.

Failure to implement required controls, or difficulties encountered in their

implementation, could harm our operating results or cause us to fail to meet our reporting obligations.

If we discover a material weakness

in our internal controls, the disclosure of that fact, even if the weakness is quickly remedied, could diminish investors’

in our financial statements and harm our stock price.

In addition, non-compliance with Section 404 could subject us to a variety of administrative

sanctions, including the suspension of trading, ineligibility for listing on the OTC Markets, one of the national securities exchanges,

and the inability of registered broker-dealers to make a market in our Common Stock, which would further reduce our stock price.

Investors may experience difficulties in

effecting service of legal process, enforcing foreign judgments or bringing original actions in the PRC based upon United States

laws, including the federal securities laws or other foreign laws against us or our management.

Our president and all of our

officers are nationals and residents of the PRC.

All the assets of these persons are located outside the United States and in the PRC.

As a result, it

may not be possible to effect service of process within the United States or elsewhere outside the PRC upon these persons.

addition, uncertainty exists as to whether the PRC courts would recognize or enforce judgments of United States courts obtained

against such officers and/or directors predicated upon the civil liability provisions of the securities laws of the United States

or any state thereof, or be competent to hear original actions brought in the PRC against us or such persons predicated upon the

securities laws of the United States or any state thereof.

we are found to be in violation of current or future PRC laws, rules or regulations regarding the legality of foreign investment

in the PRC with respect to our ownership structure, we could be subject to severe penalties.

currently conduct business operations solely in the PRC through our subsidiaries, in which we hold 100% equity ownership interest.

are now a Nevada corporation.

As a result, our subsidiaries in the PRC are regarded as FIEs under PRC law and we are subject to

PRC law limitations on foreign ownership of PRC companies.

There are substantial uncertainties regarding the interpretation

and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our healthcare

products distribution and production businesses.

it is possible that the relevant PRC authorities could, at any time, assert that any portion of our existing or future ownership

structure and businesses violate existing or future PRC laws, regulations or policies.

It is also possible that the new laws

or regulations governing our business operations in the PRC that have been adopted or may be adopted in the future will prohibit

or restrict foreign investment in, or other aspects of, any of our PRC Operating Entities’

and our current or proposed businesses

and operations.

The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental

reliance by foreign investors.

New laws and regulations that affect existing and proposed future businesses may also be applied

retroactively.

PRC government has broad discretion in dealing with violations of laws and regulations, including:

business and other licenses;

us to discontinue any portion or all of our business;

us to restructure our ownership structure or operations;

actions necessary for compliance.

particular, licenses and permits issued or granted to us by relevant governmental bodies may be revoked at a later time by higher

regulatory bodies.

We cannot predict the effect of the interpretation of existing or new PRC laws or regulations on our businesses.

cannot assure you that our current ownership and operating structure would not be found in violation of any current or future

PRC laws or regulations.

As a result, we may be subject to sanctions, including fines, and could be required to restructure

our operations or cease to provide certain services.

Any of these or similar actions could significantly disrupt our business

operations or restrict us from conducting a substantial portion of our business operations, which, in turn, could materially and

adversely affect our business, financial condition and results of operations.

Relating to Investment in Our Securities

active public market for our common stock may not develop or be sustained, which would adversely affect the ability of our investors

to sell their securities in the public market.

cannot predict the extent to which an active public market for our common stock will develop or be sustained.

eligible for future sale may adversely affect the market price of our common stock, as the future sale of a substantial amount

of outstanding stock in the public marketplace could reduce the price of our common stock.

of a significant number of our shares and/or their designees may be eligible to sell our shares of common stock by means of ordinary

brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act (“Rule 144”),

subject to certain limitations.

In general, pursuant to Rule 144, a non-affiliate stockholder (or stockholders whose shares

are aggregated) who has satisfied a six-month holding period, and provided that there is current public information available,

may sell all of its securities.

Rule 144 also permits the sale of securities, without any limitations, by a non-affiliate

that has satisfied a one-year holding period.

Any substantial sale of common stock pursuant to any resale prospectus or Rule 144

may have an adverse effect on the market price of our common stock by creating an excessive supply.

we fail to maintain effective internal controls, we may not be able to accurately report our financial results or prevent fraud,

and our business, financial condition, results of operations and reputation could be materially and adversely affected.

effectiveness of our internal controls is essential to the integrity of our business and financial results.

Our public reporting

obligations currently place and are expected to continue to place a strain on our management, operational and financial resources

We have implemented measures to enhance our internal controls, and plan to take steps to further improve our internal

We cannot assure you that the measures taken to improve our internal controls will be effective.

If we fail to maintain

effective internal controls in the future, our business, financial condition, results of operations and reputation may be materially

and adversely affected.

with changing regulation of corporate governance and public disclosure will result in additional expenses.

laws, regulations and standards relating to corporate governance and public disclosure, including SOX and related SEC regulations,

have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public

markets and public reporting.

Our management team will need to invest significant management time and financial resources

to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative

expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

do not foresee paying cash dividends in the near future.

do not plan to declare or pay any cash dividends on our shares of common stock in the foreseeable future and currently intend

to retain any future earnings for funding growth.

As a result, investors should not rely on an investment in our securities

if they require the investment to produce dividend income.

As a result, it may not be possible to effect service of process within the United States or elsewhere outside the PRC upon these persons.

addition, uncertainty exists as to whether the PRC courts would recognize or enforce judgments of United States courts obtained against

such officers and/or directors predicated upon the civil liability provisions of the securities laws of the United States or any state

thereof, or be competent to hear original actions brought in the PRC against us or such persons predicated upon the securities laws of

the United States or any state thereof.

If we are found to be in violation of current

or future PRC laws, rules or regulations regarding the legality of foreign investment in the PRC with respect to our ownership structure,

we could be subject to severe penalties.

We currently reside solely

As a result, our subsidiaries in the PRC are regarded as FIEs under PRC law and we are subject to PRC law limitations on foreign

ownership of PRC companies.

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations,

including, but not limited to, the laws and regulations governing our healthcare products distribution and production businesses.

Accordingly, it is possible

that the relevant PRC authorities could, at any time, assert that any portion of our existing or future ownership structure and businesses

violate existing or future PRC laws, regulations or policies.

It is also possible that the new laws or regulations governing our

business operations in the PRC that have been adopted or may be adopted in the future will prohibit or restrict foreign investment in,

or other aspects of, any of our PRC Operating Entities’

and our current or proposed businesses and operations.

The effectiveness

of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance by foreign investors.

and regulations that affect existing and proposed future businesses may also be applied retroactively.

The PRC government has broad

discretion in dealing with violations of laws and regulations, including:

levying fines;

confiscating our income;

revoking business and other licenses;

requiring us to discontinue any portion or all of our business;

requiring us to restructure our ownership structure or operations;

requiring actions necessary for compliance.

In particular, licenses and

permits issued or granted to us by relevant governmental bodies may be revoked at a later time by higher regulatory bodies.

predict the effect of the interpretation of existing or new PRC laws or regulations on our businesses.

We cannot assure you that

our current ownership and operating structure would not be found in violation of any current or future PRC laws or regulations.

a result, we may be subject to sanctions, including fines, and could be required to restructure our operations or cease to provide certain

Any of these or similar actions could significantly disrupt our business operations or restrict us from conducting a substantial

portion of our business operations, which, in turn, could materially and adversely affect our business, financial condition and results

of operations.

Risks Relating to Investment in Our Securities

An active public market for our common stock

may not develop or be sustained, which would adversely affect the ability of our investors to sell their securities in the public market.

We cannot predict the extent

to which an active public market for our common stock will develop or be sustained.

Shares eligible for future sale may adversely

affect the market price of our common stock, as the future sale of a substantial amount of outstanding stock in the public marketplace

could reduce the price of our common stock.

Holders of a significant number

of our shares and/or their designees may be eligible to sell our shares of common stock by means of ordinary brokerage transactions in

the open market pursuant to Rule 144, promulgated under the Securities Act (“Rule 144”), subject to certain limitations.

general, pursuant to Rule 144, a non-affiliate stockholder (or stockholders whose shares are aggregated) who has satisfied a six-month

holding period, and provided that there is current public information available, may sell all of its securities.

Rule 144 also permits

the sale of securities, without any limitations, by a non-affiliate that has satisfied a one-year holding period.

Any substantial

sale of common stock pursuant to any resale prospectus or Rule 144 may have an adverse effect on the market price of our common stock

by creating an excessive supply.

If we fail to maintain effective internal

controls, we may not be able to accurately Report our financial results or prevent fraud, and our business, financial condition, results

of operations and reputation could be materially and adversely affected.

The effectiveness of our internal

controls is essential to the integrity of our business and financial results.

Our public Reporting obligations currently place and are

expected to continue to place a strain on our management, operational and financial resources and systems.

We have implemented measures

to enhance our internal controls, and plan to take steps to further improve our internal controls.

We cannot assure you that the measures

taken to improve our internal controls will be effective.

If we fail to maintain effective internal controls in the future, our business,

financial condition, results of operations and reputation may be materially and adversely affected.

Compliance with changing regulation of corporate

governance and public disclosure will result in additional expenses.

Changing laws, regulations

and standards relating to corporate governance and public disclosure, including SOX and related SEC regulations, have created uncertainty

for public companies and significantly increased the costs and risks associated with accessing the public markets and public Reporting.

management team will need to invest significant management time and financial resources to comply with both existing and evolving standards

for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention

from revenue generating activities to compliance activities.

We do not foresee paying cash dividends

in the near future.

We do not plan to declare

or pay any cash dividends on our shares of common stock in the foreseeable future and currently intend to retain any future earnings for

funding growth.

As a result, investors should not rely on an investment in our securities if they require the investment to produce

dividend income.

UNRESOLVED STAFF COMMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors