Idaho Copper Corp 10-K

Item 9A. CONTROLS AND PROCEDURES. Disclosure Controls and Procedures Our management, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures as defined in SEC Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this Annual Report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the Reports we file or submit under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed, summarized, and Reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our CEO and CFO, to allow timely decisions regarding required disclosures. Based on their evaluation, our CEO and CFO have concluded that, as of December 31, 2020, our disclosure controls and procedures were not effective. 36 Management Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial Reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial Reporting was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published consolidated financial statements. Internal control over financial Reporting is promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial Reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial Reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even effective internal control over financial Reporting can only provide reasonable assurance with respect to the financial statement preparation and presentation. Our management has conducted, with the participation of our CEO and CFO, an assessment, including testing of the effectiveness, of our internal control over financial Reporting as of December 31, 2020. Management’s assessment of internal control over financial Reporting was conducted using the criteria in Internal Control - Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on such evaluation, management identified deficiencies that were determined to be a material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial Reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Because of the material weakness described below, management concluded that our internal controls over financial Reporting were not effective as of December 31, 2020. The specific material weakness identified by the Company’s management as of December 31, 2020 is described as follows: We did not have sufficient skilled accounting personnel that are either qualified as Certified Public Accountants in the U.S. or that have received education from U.S. institutions or other educational programs that would provide enough relevant education relating to U.S. GAAP. The Company’s CFO and Financial Manager have worked for U.S. listed companies but have limited experience with U.S. GAAP and are not U.S. Certified Public Accountants. Further, our operating subsidiaries are based in China, and in accordance with PRC laws and regulations, are required to comply with PRC GAAP, rather than U.S. GAAP. Thus, the accounting skills and understanding necessary to fulfill the requirements of U.S. GAAP-based Reporting, including the preparation of consolidated financial statements, are inadequate, and determined to be a material weakness. Remediation Initiative ● We have started a training program in the principles and rules of U.S. GAAP, SEC reporting requirements and the application thereof. The program is provided by an independent training institution, for our finance and accounting personnel, including our Chief Financial Officer, Financial Manager and others. ● We are in the process of designing a program to provide ongoing company-wide training regarding the Company’s internal controls, with particular emphasis on our finance and accounting staff. ● In 2011 we established the position of internal audit manager. From September 2011 to July 2012, we hired an internal audit manager who implemented an internal review process over financial reporting to review all recent accounting pronouncements and to verify that the accounting treatments identified in such report have been fully implemented and confirmed by our internal control department. 37 We believe that the foregoing steps will remediate the significant deficiencies identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Conclusion Despite the material weakness and deficiencies Reported above, our management believes that our consolidated financial statements included in this Report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented and that this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report. This Annual Report does not include an attestation Report of our registered public accounting firm regarding internal control over financial Reporting. Management’s Report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s Report in this Annual Report. Changes in Internal Control over Financial Reporting There were no significant changes in our internal controls over financial Reporting that occurred for the year ended December 31, 2020, that have materially affected, or are reasonably like to materially affect, our internal controls over financial Reporting. Item 9B. OTHER INFORMATION. None. 38 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Our Board of Directors The Board of Directors is presently composed of three members: Jinghe Zhang, Jun Pang and Haibo Fan. Mr. Zhang serves as Chairman of the Board of Directors. On November 27, 2018, the Board of Directors appointed Jun Pang and Haibo Fan as directors of the Company. The Board determined that Mr. Pang and Mr. Fan are independent directors within the meaning set forth in the rules and regulations of the SEC, as currently in effect. There are no family relationships between any director and executive officer. The following table sets forth certain information concerning our current directors: Name Age Position Director Since Jinghe Zhang 55 President, Chief Executive Officer, Chairman and Director 2010 Jun Pang 49 Independent Director 2018 Haibo Fan 48 Independent Director 2018 The following is a summary of the biographical information of our directors: JINGHE ZHANG, age 55, is the founder of Tianjin Joway Shengshi. Mr. Zhang has extensive experience in business management and product marketing. He has served as Chairman of the Board and CEO for Joway Shengshi since its incorporation in 2007. Since January 2005 he has served as the Chairman and general manager for Shenyang Joway. From May 2003 to December 2004, he served as Chairman and general manager of Shenyang Dazhou Healthcare Products Co., Ltd. He headed the marketing department of Tianjin Tianshi Biological Engineering Co., Ltd. from July 2000 to May 2003. From July 1988 to July 2000, he was employed as sales manager by Tianjin Hardware Procurement & Supply Station. Mr. Zhang received his bachelor degree in economics from Tianjin University of Finance and Economics in July 1988. Jun Pang, age 49, was appointed to the Company’s Board of Directors on November 27, 2018. Mr. Pang has been the Purchasing and Logistics Manager for Evonik Specialty Chemicals (Jilin) Co., Ltd., where he has served as such since 2013. Prior to transitioning to his current role, Mr. Pang served since 2004 as purchasing manager, and from 2004 to 2010 he was also logistics manager for BASF Petrochina Pentyl Glycol Co., Ltd. Jun Pang resigned as a director of the Company effective as of April 29, 2021. Haibo Fan, age 48, was appointed to the Company’s Board of Directors on November 27, 2018. Mr. Fan has been the financial controller for Jilin Petrochemical Co., Ltd. (“Jilin”), where he has served in that role since October 2007. He previously served as Jilin’s vice chief in the budget and internal accounting control departments from May 2003 until becoming Jilin’s financial controller in October 2007. From March 2002 to May 2003, Mr. Fan served as director of investment in the office of the Secretary of the Board of China Petroleum Jilin Chemical Engineering & Construction Co., Ltd. Haibo Fan resigned as a director of the Company effective as of April 29, 2021. Our directors hold their position until the next annual meeting of shareholders and until their successors are elected and qualified by our shareholders, or until earlier death, retirement, resignation or removal. 39 Involvement in Certain Legal Proceedings To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has: ● Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. ● Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. ● Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. ● Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. ● Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Audit Committee We do not presently have an audit committee. Our Board of Directors currently acts as our audit committee. Compensation Committee We do not presently have a compensation committee. Our Board of Directors currently acts as our compensation committee. Nominating Committee We do not presently have a nominating committee. Our Board of Directors currently acts as our nominating committee. Code of Ethics On May 11, 2012, our Board of Directors approved a renewed Code of Ethics which is applicable to our officers and senior executives, which include our Chief Financial Officer, Treasurer and Chief Accounting Officer. This Code embodies our commitment to conduct business in accordance with the highest ethical standards and applicable laws, rules and regulations. We will provide any person a copy of our Code of Ethics, without charge, upon written request to the Company’s Secretary. Requests should be addressed in writing to Jinghe Zhang (No. 19, Baowang Road, Baodi Economic Development Zone, Tianjin, PRC 301800). 40 Our Executive Officers and Other Significant Employees Set forth below is information regarding our current executive and certain key officers, including officers of our operating subsidiaries. Name Age Position Jinghe Zhang 55 President, Chief Executive Officer, Chairman of the Board and Director Yuan Huang 49 Chief Financial Officer, Secretary and Treasurer JINGHE ZHANG is the founder of Joway Shengshi. Mr. Zhang has extensive experience in business management and product marketing. He has served as Chairman of the Board and CEO for Joway Shengshi since its incorporation in 2007. Since January 2005 he has served as the Chairman and general manager for Shenyang Joway. From May 2003 to December 2004, he served as Chairman and general manager of Shenyang Dazhou Healthcare Products Co., Ltd. He headed the marketing department of Tianjin Tianshi Biological Engineering Co., Ltd. from July 2000 to May 2003. From July 1988 to July 2000, he was employed as sales manager by Tianjin Hardware Procurement & Supply Station. Mr. Zhang received his bachelor degree in economics from Tianjin University of Finance and Economics in July 1988. YUAN HUANG has served as the Chief Financial Officer of Joway Shengshi since September 2009. Prior to his appointment as Joway Shengshi’s Chief Financial Officer, he was a Senior Financial Manager of Tianjin Tianshi Group Co., Ltd. from September 2005 to August 2009. From November 2003 to July 2005, he served as financial manager of Herbie (Tianjin) Electronics Co., Ltd. from. From December 1998 to November 2003, he served as Section Chief of the Budget Department of Bridgestone Tires (Tianjin) Co., Ltd. Mr. Huang received his master degree and bachelor degree in accounting from Tianjin University of Finance and Economics in July 2009 and July 1993, respectively. Item 11. EXECUTIVE COMPENSATION. Executive Officer Compensation The following is a summary of the compensation we paid to our Chief Executive Officers for the fiscal years ended December 31, 2020 and 2019. This includes all compensation, including any compensation paid to our Chief Executive Officers by any of our subsidiaries. No executive officer received compensation in excess of $100,000 in 2020 or 2019. Summary Compensation Table Name and principal position Year Salary ($) Bonus ($) Stock awards ($) Option awards ($) Non-equity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Jinghe Zhang President, Chief Executive Officer 2020 $ 21,500 (1) — — — — — — $ 21,500 2019 $ 31,311 (2) — — — — — — $ 31,311 (1) The amount of $21,500 in the table above represents the compensation received by Mr. Zhang for the entire year of 2020. (2) The amount of $31,311 in the table above represents the compensation received by Mr. Zhang for the entire year of 2019. 41 Employment Agreements with Executive Management On September 28, 2010, we entered into an employment agreement with each of Mr. Jinghe Zhang and Mr. Yuan Huang. Under their respective agreements, Mr. Jinghe Zhang is employed as our President and Chief Executive Officer for a term of three years at a monthly salary of RMB 7,000 (approximately $1,070), and Yuan Huang is employed as our Chief Financial Officer, Secretary and Treasurer for a term of three years and a monthly salary of RMB 5,000 (approximately $746). These employment agreements were renewed on September 28, 2013, 2016 and 2019 for the same terms. Pursuant to these agreements, neither party may terminate the employment agreement without cause. Option Plan There were no stock options and no common shares set aside for any stock option plan as of December 31, 2020. Aggregated Option Exercises and Fiscal Year-End Option Value Table There were no stock options exercised during the fiscal year ended December 31, 2020, by the executive officer named in the Executive Compensation Table. Long-Term Incentive Plan (“LTIP”) Awards Table There were no awards made to a named executive officer in the last completed fiscal year under any LTIP. Director Compensation On November 27, 2018, the Board of Directors appointed Jun Pang and Haibo Fan as independent directors of the Company. In connection with the appointment of the new directors to the Board, the Company has agreed to pay (i) Jun Pang annual cash compensation in the amount of $12,000; and (ii) Haibo Fan annual cash compensation in the amount of $12,000. The following is a summary of the compensation to our directors for the fiscal year ended December 31, 2020. Director Compensation Name Fees earned or paid in cash ($) Stock awards ($) Option awards ($) Non-equity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Jun Pang $ 12,000 — — — — — $ 12,000 Haibo Fan $ 12,000 — — — — — $ 12,000 Each of Messrs. Pang and Fan resigned as directors of the Company effective as of April 29, 2021. 42 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information regarding beneficial ownership of our common stock as of August 5, 2021 (i) by each person who is known by us to beneficially own more than 5% of our common stock; (ii) by each of our officers and directors; and (iii) by all of our officers and directors as a group. Unless otherwise indicated, the address of each listed stockholder is c/o Joway Health, Inc., No. 19 Baowang Road, Baodi Economic Development Zone, Tianjin City, PRC 300180. Name and Address Number of Shares Common Stock Beneficially Owned(1) Percentage Ownership of Shares of Common Stock Owner of More than 5% of Class Crystal Globe Limited (2) P.O. Box 957, Offshore Incorporations Centre, Road Town Tortola, British Virgin Islands 17,408,000 86.81 % Director and Executive Officers Jinghe Zhang (3) 17,408,000 — Yuan Huang 30,000 * All directors and executive officers (2 persons) 17,438,000 86.96 % * Under 1% of the issued and outstanding shares as of August 5, 2021. (1) In determining beneficial ownership of our common stock as of a given date, the number of shares shown includes shares of common stock which may be acquired on exercise of warrants or options or conversion of convertible securities within 60 days of that date. In determining the percent of common stock owned by a person or entity on August 5, 2021, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on August 5, 2021, and (ii) the total number of shares that the beneficial owner may acquire upon conversion of the preferred and on exercise of the warrants and options, subject to limitations on conversion and exercise. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares. (2) Crystal Globe holds a total of 17,408,000 shares of the Company’s common stock. As the shareholder and executive director of Crystal Globe, Mr. Zhang is the beneficial owner of the shares of the Company held by Crystal Globe. (3) Includes 17,408,000 shares held by Crystal Globe Ltd. Mr. Zhang is the shareholder and executive director of Crystal Globe and as such has voting and dispositive control over the shares held by Crystal Globe. 43 Item 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The following are transactions for the last two completed fiscal years and any currently proposed transaction, in which the registrant was or is to be a participant and the amount involved exceeds the less of $120,000 or one percent of the average of the registrant’s total assets at December 31, 2020 and 2019, and in which any of the following persons had or will have a direct or indirect material interest. ● Any director or executive officer; ● Any immediate family member of a director or executive officer, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such director, executive officer and any person (other than a tenant or employee) sharing the household of such director or executive officer; and ● any person who was in any of the following categories when a transaction in which such person had a direct or indirect material interest occurred or existed: ● any person who is known to the registrant to be the beneficial owner of more than five percent of any class of the registrant’s voting securities; or ● Any immediate family member of any such security holder, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such security holder, and any person (other than a tenant or employee) sharing the household of such security holder. Transactions with Jinghe Zhang ● On May 10, 2007, one of our operating subsidiaries, Joway Shengshi entered into a cash advance agreement with Mr. Jinghe Zhang, our President, Chief Executive Officer and director. Pursuant to the agreement, Mr. Jinghe Zhang agreed to advance operating capital to Joway Shengshi. These advances are interest free, unsecured and are repayable upon demand. During the years of 2020 and 2019, we received $158,930 and $55,625 of these advances, respectively. As of December 31, 2020, the total unpaid principal balance due to Mr. Jinghe Zhang for advances was $233,693. ● The patents that we used during the year ended December 31, 2020 are owned by our Chief Executive Officer, Mr. Jinghe Zhang. Pursuant to a license agreement with our President, Chief Executive Officer and director, Mr. Jinghe Zhang, we are permitted to use two patents for free from the effective date to the expiration date of each patent. As of April 28, 2021, Jinghe Zhang released the Company from $295,928.47 of indebtedness owed to him from the Company. There is no further indebtedness owed from or to Jinghe Zhang by the Company. Transactions with Joway Shengshi Joway Shengshi is a company of the discontinued operations. Mr. Jinghe Zhang owns 99% of the equity interest in Joway Shengshi. During the years of 2020 and 2019, we received $23,585 and $51,958 of advances from Joway Shengshi, respectively. As of December 31, 2020, the total unpaid principal balance due to Joway Shengshi for advances was $459,853. As of April 28, 2021, Joway Shengshi released the Company from $463,697.67 of indebtedness owed to it from the Company. There is no further indebtedness owed from or to Joway Shengshi by the Company. 44 Other Related Party Transactions Except as disclosed in this Annual Report, no executive officer, director or any member of these individuals’ immediate families, any corporation or organization with whom any of these individuals is an affiliate or any trust or estate in which any of these individuals serve as a trustee or in a similar capacity or has a substantial beneficial interest in is or has been indebted to us at any time since the beginning of our last fiscal year. (See Item I Business - Recent Developments - Entry into a Material Definitive Agreement & Completion of Acquisition or Disposition of Assets) Procedures for Approval of Related Party Transactions Our Director Board is charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis. Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. Audit Fees For each fiscal year of 2020 and 2019, we incurred aggregate fees and expenses of $55,000 and $79,000, respectively, from HHC for works completed for our annual audits and quarterly reviews. Audit-Related Expenses Audit-related expenses for 2020 and 2019 were $0 and $1,007, respectively. Tax Fees We incurred aggregate fees and expenses of $0 for each fiscal year of 2020 and 2019, respectively. All Other Fees We incurred other fees of $0 for each fiscal year of 2020 and 2019. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors Since we did not have a formal audit committee, our board of directors served as our audit committee. We have not adopted pre-approval policies and procedures with respect to our accountants in 2019. All of the services provided and fees charged by our independent registered accounting firms in 2020 were approved by the board of directors. Our Board of Directors has reviewed and discussed with HHC, our audited financial statements contained in this Annual Report on Form 10-K for the 2020 and 2019 fiscal years. The Board of Directors also has discussed with HHC, the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of our financial statements. Our Board of Directors has received and reviewed the written disclosures and the letter from HHC required by Independence Standards Board Standard No.1 (Independence Discussions with Audit Committees), and has discussed with HHC its independence from our company. Our Board of Directors has considered whether the provision of services other than audit services is compatible with maintaining auditor independence. Based on the review and discussions referred to above, the Board of Directors determined that the audited financial statements be included in our Annual Report on Form 10-K for our 2020 and 2019 fiscal years for filing with the SEC. 45 Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. All agreements with suppliers that accounted for more than 10% of our revenues are filed as exhibits in the following. Exhibit Number Description 3.1 Articles of Incorporation (1) 3.2 Bylaws (1) 3.3 Specimen of Common Stock Certificate (1) 4.1 Description of Capital Stock* 10.1 Share Exchange Agreement, dated October 1, 2010, by and among G2 Ventures, Crystal Globe and Dynamic Elite (3) 10.2 Consulting Services Agreement, dated September 16, 2010, by and between Junhe Consulting and Joway Shengshi (3) 10.3 Operating Agreement, dated September 16, 2010, by and between Junhe Consulting and Joway Shengshi (3) 10.4 Option Agreement, dated September 16, 2010, by and between Junhe Consulting and Joway Shengshi (3) 10.5 Proxy Agreement, dated September 16, 2010, by and between Junhe Consulting and Joway Shengshi (3) 10.6 Equity Pledge Agreement, dated September 16, 2010, by and between Junhe Consulting and Joway Shengshi (3) 10.7 Cash Advance Agreement, dated May 10, 2007, by and between Jinghe Zhang and Joway Technology (3) 10.8 Cash Advance Agreement, dated May 10, 2007, by and between Jinghe Zhang and Joway Shengshi (3) 10.9 Property Lease Agreement, dated June 25, 2009, by and between Joway Shengshi and Aiying Wang (3) 10.10 Property Lease Agreement, dated June 25, 2009, by and between Joway Shengshi and GuifenFeng (3) 10.11 Supply Agreement, dated October 1, 2008, by and between Tianjin Daxing Import & Export Trade Co., Ltd. and Joway Technology (3) 10.12 Supply Agreement, dated October 9, 2008, by and between Tianjin Daxing Import & Export Trade Co., Ltd. and Joway Shengshi (3) 10.13 Supply Agreements, by and between Shenyang Joway and Joway Shengshi (3) 10.14 Trademark & Patent License Agreement, dated December 1, 2009, by and between Joway Shengshi and Jinghe Zhang (3) 10.15 Trademark License Agreement, dated December 1, 2009, by and between Joway Shengshi and Shenyang Joway (3) 10.16 Employment Agreement, dated September 28, 2010, by and between G2 Ventures and Jinghe Zhang (3) 10.17 Employment Agreement, dated September 28, 2010, by and between G2 Ventures and Yuan Huang (3) 10.18 Entrust Agreement, dated February 20, 2009, by and between Joway Shengshi and Changlong Si (3) 46 10.19 Entrust Agreement, dated June 2, 2010, by and between Lionel Evan Liu and Jinghe Zhang (4) 10.20 Standard Form of Franchise Agreement (4) 10.21 Loan Agreement, dated May 7, 2007, by and between Shenyang Joway Industry Development Co., Ltd. and Tianjin Joway Textile Co., Ltd. (5) 10.22 Loan Agreement, dated May 10, 2007, by and between Shenyang Joway Industry Development Co., Ltd. and Liaoning Joway Technology Engineering Co., Ltd. (5) 10.23 Supply Agreement, dated October 1, 2008, by and between Tianjin Daxing Import & Export Trade Co., Ltd. and Liaoning Joway Technology Engineering Co., Ltd. (6) 10.24 Supply Agreement, dated October 1, 2008, by and between Tianjin Daxing Import & Export Trade Co., Ltd. and Tianjin Joway Textile Co., Ltd. (6) 10.25 Supply Agreement, dated December 20, 2009, by and between Tianjin Joway Textile Co., Ltd. And Shenyang Joway Industrial Development Co., Ltd. (6) 10.26 CITIC Trust Agreement (6) 10.27 Stockholder’s Rights Transfer Agreement, dated July 9, 2010, by and between Chen Jingyun and Tianjin Joway Shengshi Group Co., Ltd. (6) 10.28 Stockholder’s Rights Transfer Agreement, dated July 25, 2010, by and between Chen Jingyun and Tianjin Joway Shengshi Group Co., Ltd. (6) 10.29 Stockholder’s Rights Transfer Agreement, dated July 28, 2010, by and between Wang Aiying and Tianjin Joway Shengshi Group Co., Ltd. (6) 10.30 Call Option Agreement, dated July 20, 2010, by and between Lionel Evan Liu and Individual Listed in Schedule A (6) 10.31 CITIC Trust Agreement (7) 10.32 Oral Amendment to Stockholder’s Rights Transfer Agreement, dated July 9, 2010, between Tianjin Joway Shengshi Group Co., Ltd, and Chen Jingyun (7) 10.33 Oral Amendment to Stockholder’s Rights Transfer Agreement, dated July 9, 2010 and July 28, 2010, between Tianjin Joway Shengshi Group Co., Ltd, and Wang Aiying (7) 10.34 Cooperative Contract between Joway Shengshi and Tianjin Hezhi Pharmaceutical Co. Ltd. (8) 47 10.35 M erger Agreement, dated as of November 20, 2020, by and among Crystal Globe Limited, Joway Health Industries Group Inc., Dynamic Elite International Limited and Joway Merger Subsidiary Limited (9) 14.1 Code of Ethics (2) 21.1 List of Subsidiaries (10) 31.1 Certification of the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 31.2 Certification of the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 Certification of the Principal Executive Officer of Registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * 32.2 Certification of the Principal Financial Officer of Registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document * Filed herewith (1) Incorporated by reference to the exhibits to our registration statement on Form SB-2 filed with the SEC on September 11, 2003. (2) Incorporated by reference to the exhibits to our Annual Report on Form 10-K filed with the SEC on March 1, 2010. (3) Incorporated by reference to the exhibits to our current Report on Form 8-K filed with the SEC on October 7, 2010. (4) Incorporated by reference to the exhibits to our Annual Report on Form 10-K filed with the SEC on April 14, 2011. (5) Incorporated by reference to the exhibits to our Annual Report on Form 10-K Amendment No. 1 filed with the SEC on November 15, 2011. (6) Incorporated by reference to the exhibits to our current Report on Form 8-K Amendment No. 1 filed with the SEC on June 13, 2011. (7) Incorporated by reference to the exhibits to our current Report on Form 8-K Amendment No. 2 filed with the SEC on November 15, 2011. (8) Incorporated by reference to the exhibits to our Annual Report on Form 10-K filed with the SEC on March 30, 2012. (9) Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on November 25, 2020. (10) Incorporated by reference to the exhibits to our Annual Report on Form 10-K filed with the SEC on March 30, 2021. ITEM 16. FORM 10–K SUMMARY None. 48 Signatures Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 16, 2021 JOWAY HEALTH INDUSTRIES GROUP, INC. By: /s/ JINGHE ZHANG Jinghe Zhang President and Chief Executive Officer (Principal Executive Officer) By: /s/ YUAN HUANG Yuan Huang Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf of the registrant and in the capacities and on the dates indicated. /s/ JINGHE ZHANG President August 16, 2021 Jinghe Zhang Chief Executive Officer and Chairman\(Principal Executive Officer) /s/ YUAN HUANG Chief Financial Officer August 16, 2021 Yuan Huang (Principal Financial and Accounting Officer) 49 JOWAY HEALTH INDUSTRIES GROUP INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Consolidated Financial Statements: Consolidated Balance Sheets as of December 31, 2020 and 2019 F-4 Consolidated Statements of Operations and Comprehensive Income For the Years Ended December 31, 2020 and 2019 F-5 Consolidated Statement of Changes in Stockholders’ Equity For the Years Ended December 31, 2020 and 2019 F-6 Consolidated Statements of Cash Flows For the Years Ended December 31, 2020 and 2019 F-7 Notes to Consolidated Financial Statements F-8 - F-20 F- 1 Report of Independent Registered Public Accounting Firm To the shareholders and the Board of Directors of Joway Health Industries Group Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Joway Health Industries Group Inc. (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2020, and related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America. Substantial doubt about the Company’s ability to continue as a going concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring significant losses and has accumulated deficiency in stockholders’ equity. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These 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 audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the 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 of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F- 2 Disposal of Dynamic Elite Critical Audit Matter Description As described the Note 3 to the financial statements, on November 20, 2020, the Company entered into a Merger Agreement (the “Merger Agreement”) with Dynamic Elite International Limited, a British Virgin Islands company and a wholly-owned subsidiary of the Company (“Dynamic Elite”), Crystal Globe Limited, a British Virgin Islands company (“Crystal Globe”) and Joway Merger Subsidiary Limited, a British Virgin Islands company and a wholly-owned subsidiary of Crystal Globe (“Merger Sub”). Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) and as a result of the Merger, the ordinary shares of common stock of Dynamic Elite issued and outstanding immediately prior to the Effective Time, all of which are held by the Company, were cancelled and extinguished. In accordance with the Merger Agreement, Crystal Globe has offered to pay cash consideration to the Company of $0.045 per share for the outstanding shares of the common stock of the Company (the “Merger Consideration”). The transaction relates to accounts and disclosures that are material to the financial statements because the Transaction involved a significant unusual transaction with related parties, resulted a loss of $1,340,795 and a strategic operation shift of the Company. During the audit of the financial statement we were required to communicate with the audit committee about the challenging, subjective and complex judgement required when auditing the Transaction and the significant unusual measurement and disclosure requirements required with completing the transaction. The transaction was identified as a critical audit matter for the audit of the financial statements. How the Critical Audit Matter Was Addressed in the Audit Our key strategic audit procedure related to the Transaction included: 1) assignment of the most experienced staff to perform extended audit procedure on the Transaction, 2) enhanced audit procedures on all the transferred entities. 3) obtained evidence from external service agents involved in the Transaction, related to legality and consideration of the Transaction; 4) testing management’s process for approving the disposal price of Dynamic Elite; evaluating the appropriateness of the valuation of Dynamic Elite’s net assets used by management; and testing the completeness and accuracy of underlying data used by management. /s/ HHC We have served as the Company’s auditor since 2013. Forest Hills, New York August 16, 2021 F- 3 Consolidated Financial Statements JOWAY HEALTH INDUSTRIES GROUP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of December 31, 2020 2019 ASSETS CURRENT ASSETS: Receivable from related party $ 119,070 $ - Prepaid expense - 15,000 Assets from discontinued component - 4,593,181 Total current assets 119,070 4,608,181 Total assets $ 119,070 $ 4,608,181 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Special dividend payable $ 119,070 $ - Other payables 51,344 26,000 Due to related parties 693,546 511,031 Liabilities from discontinued component - 1,113,081 Total current liabilities 863,960 1,650,112 COMMITMENTS - - STOCKHOLDERS’ EQUITY: Preferred stock - par value $0.001; 1,000,000 shares authorized; no shares issued and outstanding - - Common stock - par value $0.001; 200,000,000 shares authorized; 20,054,000 shares issued and outstanding at December 31, 2020 and 2019 20,054 20,054 Additional paid-in-capital 6,469,236 7,361,665 Statutory reserves - 354,052 Accumulated deficit (7,234,180 ) (5,264,040 ) Accumulated other comprehensive income - 486,338 Total stockholders’ equity (744,890 ) 2,958,069 Total liabilities and stockholders’ equity $ 119,070 $ 4,608,181 The accompanying notes are an integral part of these financial statements F- 4 JOWAY HEALTH INDUSTRIES GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the year ended December 31, 2020 2019 REVENUES $ - $ - COST OF REVENUES - - GROSS PROFIT - - General and administrative expenses 222,607 118,446 OPERATING EXPENSES 222,607 118,446 LOSS FROM OPERATIONS (222,607 ) (118,446 ) Other expenses (252 ) (137 ) OTHER LOSS, NET (252 ) (137 ) LOSS BEFORE INCOME TAXES (222,859 ) (118,583 ) INCOME TAXES - - NET LOSS FROM CONTINUING OPERATIONS (222,859 ) (118,583 ) Discontinued operations: Loss from operations of discontinued component, net of taxes (760,538 ) (1,119,358 ) Loss from disposal of discontinued component, net of taxes (1,340,795 ) - NET LOSS (2,324,192 ) (1,237,941 ) OTHER COMPREHENSIVE LOSS: Foreign currency translation adjustments 165,413 (49,044 ) COMPREHENSIVE LOSS $ (2,158,779 ) $ (1,286,985 ) LOSS PER COMMON SHARE, BASIC AND DILUTED: Continuing operations - Basic & diluted $ (0.01 ) $ (0.01 ) Discontinued operations - Basic & diluted $ (0.10 ) $ (0.06 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED 20,054,000 20,054,000 The accompanying notes are an integral part of these financial statements F- 5 JOWAY HEALTH INDUSTRIES GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY Accumulated Perferred Stock Common Stock Additional other Total Number Preferred Number Common paid-in Statutory Accumulated comprehensive stockholder’s of shares stock of shares stock capital reserves Deficit income equity BALANCE, December 31, 2018 - $ - 20,054,000 $ 20,054 $ 7,361,665 $ 354,052 $ (4,026,099 ) $ 535,382 $ 4,245,054 Net Loss - - - - - - (1,237,941 ) - (1,237,941 ) Foreign currency translation loss - - - - - - - (49,044 ) (49,044 ) BALANCE, December 31, 2019 - $ - 20,054,000 $ 20,054 $ 7,361,665 $ 354,052 $ (5,264,040 ) $ 486,338 $ 2,958,069 Net Loss - - - - - - (2,324,192 ) - (2,324,192 ) Disposal of subsidiary - - - - (892,429 ) (354,052 ) 354,052 (651,751 ) (1,544,180 ) Foreign currency translation gain - - - - - 165,413 165,413 BALANCE, December 31, 2020 - $ - 20,054,000 $ 20,054 $ 6,469,236 $ - $ (7,234,180 ) $ - $ (744,890 ) F- 6 JOWAY HEALTH INDUSTRIES GROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the year ended December 31, 2020 2019 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss from continuing operations $ (222,859 ) $ (118,583 ) Adjustments to reconcile net loss to net cash provided by operating activities Changes in operating assets and liabilities: Prepaid Expense 15,000 (15,000 ) Other payables 25,344 26,000 Net cash used in operating activities from continuing component (182,515 ) (107,583 ) Net cash used in operating activities from discontinued component (382,246 ) (664,534 ) Net cash used in operating activities (564,761 ) (772,117 ) CASH FLOWS FROM INVESTING ACTIVITIES: Net cash provided by (used in) investing activities from continuing component - - Net cash used in investing activities from discontinued component (79,446 ) (89,472 ) Net cash used in investing activities (79,446 ) (89,472 ) CASH FLOWS FROM FINANCING ACTIVITIES: Due to related parties 182,515 107,583 Net cash provided by financing activities from continuing component 182,515 107,583 Net cash provided by financing activities from discontinued component 424,562 728,946 Net cash provided by financing activities 607,077 836,529 EFFECT OF EXCHANGE RATE CHANGES ON CASH 37,130 25,060 NET INCREASE IN CASH - - CASH, beginning of year - - CASH, end of year $ - $ - SUPPLEMENTAL DISCLOSURES: Income taxes paid $ - $ - Interest paid $ - $ - NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES Receivable used to offset the selling price of disposal of Dynamic Elite and Subsidiaries $ 783,360 $ - Uncollected consideration from Disposal of Dynamic Elite and Subsidiaries $ 119,070 $ - Undistributed consideration to the minority shareholders $ 119,070 $ - The accompanying notes are an integral part of these financial statements F- 7 JOWAY HEALTH INDUSTRIES GROUP INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 – ORGANIZATION The consolidated financial statements include the financial statements of Joway Health Industries Group Inc. (referred to herein as “Joway Health”), its subsidiaries, and variable interest entities (“VIEs”) where Joway Health is deemed the primary beneficiary. Joway Health, its subsidiaries and VIEs are collectively referred to herein as the “Company,” “we” and “us”. Joway Health (formerly G2 Ventures, Inc.) was originally incorporated under the laws of the State of Texas on March 21, 2003. On September 21, 2010, Joway Health entered into a Share Exchange Agreement (the “Share Exchange”) with the sole stockholder of Dynamic Elite International Limited. As a result of the Share Exchange, Dynamic Elite became a wholly-owned subsidiary of Joway Health and the stockholders of Dynamic Elite acquired approximately 76.08% of the issued and outstanding stock of Joway Health. The share exchange transaction resulted in the shareholders of Dynamic Elite acquiring a majority voting interest in Joway Health. Generally accepted accounting principles in the United States of America require that the company whose shareholders retain the majority interest in the combined business be treated as the acquirer for accounting purposes. The reverse acquisition process utilizes the capital structure of Joway Health and the assets and liabilities of Dynamic Elite recorded at historical cost. On December 22, 2010, Joway Health changed its jurisdiction of incorporation from the State of Texas to the State of Nevada. Dynamic Elite International Limited (referred to herein as “Dynamic Elite”) was incorporated under the laws of the British Virgin Islands on June 2, 2010 as a limited liability company (a BVI company). Dynamic Elite engages in manufacturing and distributing tourmaline products in China. Its wholly owned subsidiary, Tianjin Junhe Management Consulting Co., Ltd. was incorporated on September 15, 2010 in Tianjin, People’s Republic of China (“PRC”). Other than the equity interest in Junhe Consulting, Dynamic Elite does not own any assets or conduct any operations. Tianjin Junhe Management Consulting Co., Ltd. (referred to herein as “Junhe Consulting”) conducts its business through Tianjin Joway Shengshi Group Co., Ltd. that is consolidated as a variable interest entity. Tianjin Joway Shengshi Group Co., Ltd. (referred to herein as “Joway Shengshi”) was incorporated in PRC on May 17, 2007. Joway Shengshi is currently owned 99% by Jinghe Zhang, the Company’s current CEO and President and 1% by Song Baogang. Joway Shengshi engages in manufacturing and distributing tourmaline products in China. Shenyang Joway Electronic Technology Co., Ltd., Tianjin Joway Decoration Engineering Co., Ltd. and Tianjin Oriental Shengtang Trading Import & Export Trading Co., Ltd. are subsidiaries of Joway Shengshi. Shenyang Joway Electronic Technology Co., Ltd. (referred to herein as “Joway Technology”) was originally named Liaoning Joway Technology Engineering Co., Ltd. which was incorporated on March 28, 2007 in PRC. The name was changed on June 22, 2011. It engages in the distribution of Tourmaline Activated Water Machines and the construction of Tourmaline Wellness Houses. Prior to July 25, 2010, Joway Shengshi owned 90.91% of Joway Technology. Joway Shengshi entered into a share acquisition agreement with Jingyun Chen, another stockholder of Joway Technology on July 25, 2010 to acquire the remaining 9.09% of the share of Joway Technology. As a result of the share acquisition, Joway Technology became a wholly-owned subsidiary of Joway Shengshi. F- 8 Tianjin Joway Decoration Engineering Co., Ltd. (referred to herein as “Joway Decoration”) was incorporated on April 22, 2009 in PRC. It engages in the distribution of Tourmaline Activated Water Machines, Tourmaline Wellness Room for family use and Tourmaline Wellness House materials. Prior to July 9, 2010, Joway Shengshi owned 90% of Joway Decoration. Joway Shengshi entered into a share acquisition agreement with Jingyun Chen, another stockholder of Joway Decoration on July 9, 2010 to acquire the remaining 10% of the shares of Joway Decoration. As a result of the share acquisition, Joway Decoration became a wholly-owned subsidiary of Joway Shengshi. Jingyun Chen is currently the General Manager of Joway Decoration. Tianjin Oriental Shengtang Import & Export Trading Co., Ltd. (referred to herein as “Shengtang Trading”) was incorporated on September 18, 2009 in the PRC. It engages in purchasing raw materials which it sells to other companies of the group. Prior to July 28, 2010, Joway Shengshi owned 95% of Shengtang Trading. Joway Shengshi entered into a share acquisition agreement with Wang Aiying, another stockholder of Shengtang Trading on July 28, 2010 to acquire the remaining 5% of the shares of Shengtang Trading. As a result of the share acquisition, Shengtang Trading became a wholly-owned subsidiary of Joway Shengshi. On November 20, 2020, Joway Health entered into a Merger Agreement (the “Merger Agreement”) with one of its related parties, Crystal Globe Limited, a British Virgin Islands company (“Crystal Globe”), for the sale of Joway Health’s 100% equity interest in Dynamic Elite, Dynamic Elite’s subsidiaries, and Dynamic Elite’s VIEs for a purchase price of $0.045 per share for the Company’s outstanding common stock. As of November 20, 2020, the Company reported 20,054,000 shares of common stock outstanding. Crystal Globe is the major shareholder of Joway Health and holding 86.8% of Joway Health’s outstanding common stock. The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, all of Joway Health’s subsidiaries and VIEs, including Dynamic Elite, will be transferred to Crystal Globe and its subsidiaries. The special committee of the Board of Directors of the Company unanimously approved the Merger Agreement and the transaction was completed on December 31, 2020. Mr. Jinghe Zhang, as the President, Chief Executive Officer, Chairman and Director, and the majority beneficial owner of Joway Health, also serves as sole shareholder and executive director of Crystal Globe. As a result, Joway Health and Dynamic Elite are under common control of Crystal Globe and Mr. Jinghe Zhang. In January 2021, the Company had received $119,070 from Crystal Globe and distributed proportionately to the Company’s minority shareholders, other than Crystal Globe, which represents 2,646,000 shares of the Company’s common stock. Since the remaining 17,408,000 shares of our common stock is owned by Crystal Globe, the $0.045 per share payment for the 17,408,000 shares is offset. The following table lists the Company and its subsidiaries prior to the Merger Agreement: Name Domicile and Date of Incorporation Paid in Capital Percentage of Effective Ownership Principal Activities Joway Health Industries Group Inc. March 21, 2003, Nevada USD 20,054 86. 8% owned by Crystal Globe Limited 13.2% owned by other institutional and individual investors Investment Holding Dynamic Elite International Limited June 2, 2010, British Virgin Islands USD 10,000 100% owned by Joway Health Industries Group Inc. Investment Holding Tianjin Junhe Management Consulting Co., Ltd. September 15, 2010, PRC USD 20,000 100% owned by Dynamic Elite International Limited Advisory Tianjin Joway Shengshi Group Co., Ltd. May 17, 2007, PRC USD 7,216,140.72 99% owned by Jinghe Zhang, and 1% owned by Baogang Song Production and distribution of Healthcare Knit Goods and Daily Healthcare and Personal Care products Shenyang Joway Electronic Technology Co., Ltd. March 28, 2007, PRC USD 142,072.97 100% owned by Tianjin Joway Shengshi Group Co., Ltd. Distribution of Tourmaline Activated Water Machine and construction of Tourmaline Wellness House Tianjin Joway Decoration Engineering Co., Ltd. April 22, 2009, PRC USD 292,367.74 100% owned by Tianjin Joway Shengshi Group Co., Ltd. Distribution of Wellness House for family use and Activated Water Machine and construction of Tourmaline Wellness House Tianjin Oriental Shengtang Import & Export Trading Co., Ltd. September 18, 2009, PRC USD 292,463.75 100% owned by Tianjin Joway Shengshi Group Co., Ltd. Distribution of tourmaline products F- 9 On September 16, 2010, prior to the Merger Agreement, Junhe Consulting entered into a series of contractual agreements (the “Contractual Agreements”) with Joway Shengshi and Joway Shengshi’s owners. The following is a brief description of the Contractual Agreements entered between Junhe Consulting and Joway Shengshi or Joway Shengshi’s owners: 1. Consulting Services Agreement. Pursuant to the consulting services agreement between Junhe Consulting and Joway Shengshi, Junhe Consulting has the right to advise, consult, manage, and operate Joway Shengshi, and collect and own all of the net profits of the Operating Entities. 2. Operating Agreement. Under the operating agreement between Junhe Consulting and Joway Shengshi, Junhe Consulting has the right to recommend director candidates, appoint the senior executives of Joway Shengshi, approve any transactions that may materially affect the assets, liabilities, rights or operations of Joway Shengshi, and guarantee the contractual performance by Joway Shengshi of any agreements with third parties, in exchange for a pledge by Joway Shengshi of its accounts receivable and assets. 3. Voting Rights Proxy Agreement. Under the voting rights proxy agreement between Joway Shengshi’s owners and Junhe Consulting, the owners of Joway Shengshi have vested their collective voting control over Joway Shengshi to Junhe Consulting and will only transfer their respective equity interests in Joway Shengshi to Junhe Consulting or its designee. 4. Option Agreement. Under the option agreement between Joway Shengshi’s owners and Junhe Consulting, the owners of Joway Shengshi have granted Junhe Consulting the irrevocable right and option to acquire all of their equity interests in Joway Shengshi. 5. Equity Pledge Agreement. Under the equity pledge agreement between Joway Shengshi’s owners and Junhe Consulting, the owners of Joway Shengshi have pledged all of their rights, titles and interests in Joway Shengshi to Junhe Consulting to guarantee Joway Shengshi’s performance of its obligations under the Consulting Services Agreement. As a result of the Contractual Agreements, Joway Shengshi is effectively a variable interest entity of Junhe Consulting. Accordingly, the Company through its wholly-owned subsidiary Junhe Consulting, consolidates Joway Shengshi’s results of operation, assets and liabilities in its financial statements. However, upon the Merger Agreement was completed on December 31, 2020, Joway Health does not have any subsidiary or VIEs. Joway Health consolidated Joway Shengshi’s results of operations as discontinued operations in its financial statements for the period prior to the Merger Agreement. F- 10 In connection with the Share Exchange and as consideration for entering into the VIE Agreements, Jinghe Zhang and Baogang Song, the shareholders of Joway Shengshi (the “Grantees”), entered into a Call Option Agreement, dated July 20,2010 with Lionel Evan Liu (the “Grantor”), the sole shareholder of Crystal Globe (the controlling shareholder of Dynamic Elite), a British Virgin Islands company (the “Call Option Agreement”), pursuant to which the Grantees had the right to purchase up to 100% of the shares of Crystal Globe (the “Call Option”)at an exercise price of $2.00 per share (the “Exercise Price”) for a period of five years. The Call Option vested as to 34% of the shares of Crystal Globe on April 2, 2011 and as to 33% on each of April 2, 2012 and 2013 (the respective “Call Option Effective Date”). On March 28, 2015, the Grantor and Grantees amended the Call Option Agreement, to (i) reduce the Exercise Price to $0.00 per share and (ii) extend the Grantees’ rights to exercise their call option within ten years from the respective Option Effective Date. On November 13, 2016, Jinghe Zhang exercised the Call Option as to 99% of the shares of Crystal Globe and Baogang Song exercised his Call Option as to 1% of the shares of Crystal Globe. As a result of exercising the Call Option, Jinghe Zhang became the controlling shareholder of Crystal Globe and in turn, the controlling shareholder of the Company. On November 20, 2016, Baogang Song transferred 1% of the shares of Crystal Globe to Jinghe Zhang. Consequently, Jinghe Zhang controls 17,408,000 shares, or 86.8%, of the issued and outstanding shares of the Company’s common stock. On December 31, 2020, upon the Company completed the Merger Agreement with Crystal Globe, Joway Health becomes a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Going forward, the Company intends to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for the Company’s stockholders. Note 2 – GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. As reflected in the accompanying consolidated financial statements, for the years ended December 31, 2020 and 2019, we incurred net losses of $2.3 million and $1.2 million, respectively. In addition, we reported cash out flow of $0.2 million and $0.1 million from our continuing operating activities for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, we had an accumulated deficit of $7.2 million. Management believes these factors raise substantial doubt about our ability to continue as a going concern for the next twelve months. The continuation of our company as a going concern through the next twelve months is dependent upon (1) the continued financial support from our stockholders or external financing. Management believes that our existing stockholders will provide the additional cash to meet our obligations as they become due, and (2) that it will be able to implement its business plan to expand our company’s operations and generate sufficient revenues to meet its obligations. These conditions raise substantial doubt about our company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for our company to continue as a going concern. F- 11 Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). The Company’s functional currency is the Chinese Renminbi (“RMB”); however, the accompanying consolidated financial statements have been translated and presented in United States Dollars (“USD”). All significant inter-company transactions and balances have been eliminated. The consolidated financial statements include all adjustments that, in the opinion of management, are necessary to make the financial statements not misleading. Use of Estimates The preparation of the consolidated financial statements is in conformity with generally accepted accounting principles in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. Actual results could differ from those estimates. Reclassification Certain prior year balances were reclassified to conform to the current year’s presentation with consideration of reflecting all of the Company’s subsidiaries and VIEs as discontinued operations. None of these reclassifications had an impact on reported financial position or cash flows for any of the periods presented. Basis of Consolidation For the periods prior to the sale of Dynamic Elite, its subsidiaries, and controlled VIEs, the Company consolidated financial statements include Dynamic Elite, its wholly owned subsidiaries, and controlled VIEs. All significant inter-company accounts and transactions have been eliminated in the consolidation. F- 12 Foreign Currency Translation The accompanying consolidated financial statements are presented in USD. The functional currency of the Company is RMB. The consolidated financial statements are translated into USD from RMB at period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Equity accounts are translated at their historical exchange rates when the equity transactions occurred. The resulting transaction adjustments are recorded as a component of stockholders’ equity. Gains and losses from foreign currency transactions are included in net income. December 31, 2020 2019 Year ended RMB: USD Exchange rate 6.5249 6.9762 Average yearly RMB: USD Exchange rate 6.8976 6.8985 The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation. For the years ended December 31, 2020 and 2019 foreign currency translation adjustments of $165,413 and $(49,044) respectively, have been reported as other comprehensive loss in the consolidated financial statements. Other Comprehensive Income Other comprehensive income is defined as the change in equity during the period from transactions and other events, excluding the changes resulting from investments by owners and distributions to owners. Other comprehensive income is not included in the computation of income tax expense or benefit. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments. Concentrations of Credit Risk Prior to the Merger Agreement, the Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. Substantially all of the Company’s cash is maintained with state-owned banks within the PRC, and no deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. F- 13 Fair Value of Financial Instruments Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 (formerly Statement of Financial Accounting Standard (“SFAS”) No. 157 Fair Value Measurements) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as the following: ● Level 1—defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and ● Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying amounts reported in the balance sheets for cash, accounts receivable, other receivable, accounts payable, other payable, and amounts due from related parties generally approximate their fair market values based on the short-term maturity of these instruments. ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. F- 14 Revenue Recognition The Company recognizes revenue when control of promised goods or services is transferred to the company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Prior to the Merger Agreement, with respect to sales of product to both franchisee and non-franchisee customers, the Company transfers control, invoices the customer and recognizes revenue upon shipment to the customer. Sales prices are based on fixed price lists that are different depending on whether the price list is for franchisee customers or for non-franchisee customers. Sales, value add and other taxes collected concurrent with revenue-producing activities are excluded from revenue. Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740 “Income Taxes” (formerly SFAS No. 109 Accounting for Income Taxes) , which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets is dependent upon future earnings, if any, of which the timing and amount are uncertain. According to ASC 740, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. F- 15 Basic and Diluted Earnings per Share The Company reports earnings per share in accordance with FASB ASC 260 “Earnings per share”. The Company’s basic earnings per share are computed using the weighted average number of shares outstanding for the periods presented. Diluted earnings per share are computed based on the assumption that any dilutive options or warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, the Company’s outstanding stock warrants are assumed to be exercised, and funds thus obtained were assumed to be used to purchase common stock at the average market price during the period. There were no dilutive instruments outstanding during the years ended December 31, 2020 and 2019. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company adopted the standard in 2019. Adoption of the standard did not have a significant impact on the Company’s consolidated statement of earnings in 2019. In August 2018, the FASB issued Accounting Standard Update (“ASU”) No. 2018-13, Fair Value Measurement (Topic 820), which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including, among other changes, the consideration of costs and benefits when evaluating disclosure requirements. For public companies, the amendments are effective for annual reporting periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted. The Company is currently assessing the impact that adopting this new accounting guidance will have on the Company’s financial statements and footnote disclosures. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. F- 16 Note 4 – DECONSOLIDATION On November 20, 2020, Joway Health entered into a Merger Agreement (the “Merger Agreement”) with Dynamic Elite International Limited, a British Virgin Islands company and a wholly-owned subsidiary of the Company (“Dynamic Elite”), Crystal Globe Limited, a British Virgin Islands company (“Crystal Globe”) and Joway Merger Subsidiary Limited, a British Virgin Islands company and a wholly-owned subsidiary of Crystal Globe (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Dynamic Elite (the “Merger”), with Dynamic Elite continuing as the surviving corporation as a wholly-owned subsidiary of Crystal Globe. Crystal Globe, as the majority shareholder holding approximately 86.81% of the Company, is also the sole shareholder of Dynamic Elite after the Merger. Mr. Jinghe Zhang, as the President, Chief Executive Officer, Chairman and Director, and the majority beneficial owner of the Company, also serves as sole shareholder and executive director of Crystal Globe. As a result, the Company and Dynamic Elite are under common control of Crystal Globe and Mr. Jinghe Zhang. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) and as a result of the Merger, the ordinary shares of common stock of Dynamic Elite issued and outstanding immediately prior to the Effective Time, all of which are held by the Company, will be cancelled and extinguished. In accordance with the Merger Agreement, Crystal Globe has offered a cash consideration of $0.045 per share for outstanding shares of Joway Health’s common stock (the “Merger Consideration”). As of November 20, 2020, Joway Health reported 20,054,000 shares of common stock outstanding. As a result, Joway Health recognized a loss of $1,340,795 from this transaction. In January 2021, Joway Health had received $119,070 from Crystal Globe and distributed proportionately to the Company’s minority shareholders, other than Crystal Globe, which represents 2,646,000 shares of Joway Health’s common stock. Since the remaining 17,408,000 shares of Joway Health’s common stock is owned by Crystal Globe, the $0.045 per share payment for the 17,408,000 shares is offset. The following is a reconciliation of the deconsolidation: Amount Selling price $ 902,430 Disposed assets and liabilities: Cash 79,446 Current assets 1,133,812 Fixed assets 3,194,533 Intangible assets 465,007 Liabilities (1,977,822 ) Accumulated other comprehensive income (651,751 ) 2,243,225 Loss from disposal of discontinued component, net of income tax $ (1,340,795 ) F- 17 Note 5 – RECEIVABLE FROM RELATED PARTY Receivable from related party consist of the following: December 31, 2020 2019 Crystal Globe $ 119,070 $ - The receivable from Crystal Globe is related to the Merger Agreement which is part of the Merger Consideration for Joway Health’s minority shareholders who hold 2,646,000 shares of Joway Health’s common stock. In January 2021, Joway Health had received $119,070 from Crystal Globe and distributed proportionately to the Company’s minority shareholders. Note 6 – SPECIAL DIVIDEND PAYABLE As of December 31, 2020 and 2019, the Company reported $119,070 and $0 as special dividend payables, respectively. The payables are related to the Merger Agreement which is part of the Merger Consideration for Joway Health’s minority shareholders who hold 2,646,000 shares of Joway Health’s common stock. On November 20, 2020, Joway Health entered into a Merger Agreement (the “Merger Agreement”) with Dynamic Elite International Limited, a British Virgin Islands company and a wholly-owned subsidiary of the Company (“Dynamic Elite”), Crystal Globe Limited, a British Virgin Islands company (“Crystal Globe”) and Joway Merger Subsidiary Limited, a British Virgin Islands company and a wholly-owned subsidiary of Crystal Globe (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Dynamic Elite (the “Merger”), with Dynamic Elite continuing as the surviving corporation as a wholly-owned subsidiary of Crystal Globe. Crystal Globe, as the majority shareholder holding approximately 86.81% of the Company, is also the sole shareholder of Dynamic Elite after the Merger. Mr. Jinghe Zhang, as the President, Chief Executive Officer, Chairman and Director, and the majority beneficial owner of the Company, also serves as sole shareholder and executive director of Crystal Globe. As a result, the Company and Dynamic Elite are under common control of Crystal Globe and Mr. Jinghe Zhang. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) and as a result of the Merger, the ordinary shares of common stock of Dynamic Elite issued and outstanding immediately prior to the Effective Time, all of which are held by the Company, will be cancelled and extinguished. In accordance with the Merger Agreement, Crystal Globe has offered a cash consideration of $0.045 per share for outstanding shares of Joway Health’s common stock (the “Merger Consideration”). As of November 20, 2020, Joway Health reported 20,054,000 shares of common stock outstanding. As a result of the Merger Agreement, Joway Health needs to distribute proportionately the Merger Consideration to the Company’s shareholders. In January 2021, Joway Health had received $119,070 from Crystal Globe and distributed proportionately to the Company’s minority shareholders, other than Crystal Globe, which represents 2,646,000 shares of Joway Health’s common stock. Since the remaining 17,408,000 shares of Joway Health’s common stock is owned by Crystal Globe, the $0.045 per share payment for the 17,408,000 shares is offset. Note 7 – RELATED PARTY TRANSACTIONS Payables due to related parties consist of the following: December 31, 2020 2019 Jinghe Zhang $ 233,693 $ 74,763 Joway Shengshi 459,853 436,268 Total $ 693,546 $ 511,031 The amounts owed to related parties are non-interest bearing and have no specified repayment terms. F- 18 Transactions with Jinghe Zhang The Company is a shell company and has no cash, Mr. Jinghe Zhang, our President, Chief Executive Officer and director, agreed to advance operating capital to the Company. During the years of 2020 and 2019, the Company received $158,930 and $55,625, respectively, from Mr. Jinghe Zhang. As of December 31, 2020, the total unpaid principal balance due to Mr. Jinghe Zhang for advances was $233,693. As of April 28, 2021, Mr. Jinghe Zhang released the Company from $295,928.47 of indebtedness owed to him from the Company. There is no further indebtedness owed from or to Mr. Jinghe Zhang by the Company. Transactions with Joway Shengshi Joway Shengshi is a company of the discontinued operations. Mr. Jinghe Zhang owns 99% of the equity interest in Joway Shengshi. During the years of 2020 and 2019, we received $23,585 and $51,958 of advances from Joway Shengshi, respectively. As of December 31, 2020, the total unpaid principal balance due to Joway Shengshi for advances was $459,853. As of April 28, 2021, Joway Shengshi released the Company from $463,697.67 of indebtedness owed to it from the Company. There is no further indebtedness owed from or to Joway Shengshi by the Company. Disposal of all of Joway Health’s subsidiaries and VIEs On November 20, 2020, Joway Health entered into a Merger Agreement (the “Merger Agreement”) with Dynamic Elite International Limited, a British Virgin Islands company and a wholly-owned subsidiary of the Company (“Dynamic Elite”), Crystal Globe Limited, a British Virgin Islands company (“Crystal Globe”) and Joway Merger Subsidiary Limited, a British Virgin Islands company and a wholly-owned subsidiary of Crystal Globe (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Dynamic Elite (the “Merger”), with Dynamic Elite continuing as the surviving corporation as a wholly-owned subsidiary of Crystal Globe. Crystal Globe, as the majority shareholder holding approximately 86.81% of the Company, is also the sole shareholder of Dynamic Elite after the Merger. Mr. Jinghe Zhang, as the President, Chief Executive Officer, Chairman and Director, and the majority beneficial owner of the Company, also serves as sole shareholder and executive director of Crystal Globe. As a result, the Company and Dynamic Elite are under common control of Crystal Globe and Mr. Jinghe Zhang. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) and as a result of the Merger, the ordinary shares of common stock of Dynamic Elite issued and outstanding immediately prior to the Effective Time, all of which are held by the Company, will be cancelled and extinguished. In accordance with the Merger Agreement, Crystal Globe has offered a cash consideration of $0.045 per share for outstanding shares of Joway Health’s common stock (the “Merger Consideration”). As of November 20, 2020, Joway Health reported 20,054,000 shares of common stock outstanding. As a result of the Merger Agreement, Joway Health needs to distribute proportionately the Merger Consideration to the Company’s shareholders. In January 2021, Joway Health had received $119,070 from Crystal Globe and distributed proportionately to the Company’s minority shareholders, other than Crystal Globe, which represents 2,646,000 shares of Joway Health’s common stock. Since the remaining 17,408,000 shares of Joway Health’s common stock is owned by Crystal Globe, the $0.045 per share payment for the 17,408,000 shares is offset. F- 19 Note 8 – INCOME TAXES Upon the Company executed the Merger Agreement on December 31, 2020, no provision was made for federal income taxes since the Company has significant net operating losses. The Company’s income tax returns since inception are subject to audit by regulatory authorities. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows or financial position. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations. FASB ASC Topic 740, Income Taxes provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. ASC Topic 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We recognize tax liabilities in accordance with ASC Topic 740 and we adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. Note 8 – SUBSEQUENT EVENTS As of April 29, 2021, Jun Pang and Haibo Fan resigned as independent directors of the Company. F-20