What changed in this filing

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Item 1. Business

2022-03-30 compared with 2021-08-16 · 119 added, 979 removed, 0 unchanged (100% of the section changed)

We are incorporated in the state of Nevada.

to the consummation of the Merger as of December 31, 2020, as more specifically described below, Joway Health Industries Group Inc.

“Company”

or “Joway Health”), through our PRC Operating Entities, were engaged in the manufacture, distribution

and sales of tourmaline-related healthcare products.

Our principal executive offices were located at No.

Baowang Road, Baodi

Economic Development Zone, Tianjin City, P.R.China 301800.

As of December 31, 2020, we become a shell company

as a result of the Merger described below as we no longer have any business operations.

Recent Developments

Effects of COVID-19

The COVID-19 pandemic and resulting global disruptions

have affected our businesses, as well as those of our customers and suppliers.

To serve our customers while also providing for the safety

of our employees and service providers, we have modified numerous aspects of our logistics, transportation, supply chain, purchasing,

and after-sale processes.

Beginning in Q1 2020, we made numerous process updates across our operations nationwide, and adapted our fulfillment

network, to implement employee and customer safety measures, such as enhanced cleaning and physical distancing, personal protective gear,

disinfectant spraying, and temperature checks.

We will continue to prioritize employee and customer safety and comply with evolving state

and local standards as well as to implement standards or processes that we determine to be in the best interests of our employees, customers,

and communities.

Due to the COVID-19 pandemic, our PRC subsidiaries

were temporarily shut down from February 1 st , 2020 to March 31 st , 2020.

Our business was negatively impacted and

generated lower revenue and net income in 2020.

Revenues from our PRC subsidiaries which had been disposed on December 31, 2020 were $225,419

for the year ended December 31, 2020, a decrease of $383,755, or 63%, compared to $609,174 in the same period of last year.

decrease in revenues for the year ended December 31, 2020 was mainly due to the impact of COVID-19 pandemic.

T he extent of the

impact of COVID-19 on the Company’s results of operations and financial condition will depend on the virus’

future developments,

including the duration and spread of the outbreak and the impact on the Company’s customers, which are still uncertain and cannot

be reasonably estimated at this point of time.

Entry into a Material Definitive Agreement

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

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.

The special committee of the Board of Directors of the Company unanimously

approved the Merger Agreement and the transactions contemplated thereby.

Crystal Globe, as the majority shareholder holding

approximately 86.81% of the Company, is also the sole shareholder of Dynamic Elite.

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, 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”).

At the date of the Merger

Agreement, we had 20,054,000 shares of common stock outstanding.

The consummation of the Merger was subject to

customary closing conditions, including, among others, (i) the Merger having not then been enjoined, made illegal or otherwise prohibited

by any applicable law or any order, judgment, decree, injunction or ruling (whether temporary, preliminary or permanent) of any governmental

authority (each, a “Governmental Order”) or by any proceeding then pending by a governmental authority seeking any Governmental

the truth and accuracy of the other party’s representations and warranties in the Merger Agreement, subject in certain

cases to a de minimis, materiality or material adverse effect (each as described in the Merger Agreement) standard;

compliance with or performance, in all material respects, of the other party’s covenants and obligations in the Merger Agreement

required to be performed at or prior to the consummation of the Merger.

The Merger Agreement contained certain termination

rights for the Company and Crystal Globe if the Merger was not consummated on or before December 31, 2020.

Completion of Acquisition or Disposition

Pursuant to the terms of the Merger Agreement

dated November 20, 2020, as of December 31, 2020, the Effective Time of the Merger, the 10,000 ordinary shares of common stock of Dynamic

Elite issued and outstanding immediately which were held by the Company, were cancelled for $0.045 per share for the outstanding shares

of the common stock of the Company as Merger Consideration.

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 our 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 was offset and Crystal Globe did not receive any cash payment in connection with the Merger.

Change in Shell Company Status

As a result of the consummation of the Merger,

the Company became a shell company as of December 31, 2020.

Corporate History

Joway Health Industries Group, Inc.

We were originally formed as a Texas corporation

on March 21, 2003.

On October 1, 2010, as a result of a transaction with Dynamic Elite (the “Share Exchange”), Dynamic

Elite became our wholly-owned subsidiary and we ceased to be a shell company.

Dynamic Elite was the holding company of all the equity

of Tianjin Junhe Management Consulting Co., Ltd.

(“Junhe Consulting”).

In December 2010, the Company changed its jurisdiction

of incorporation from the State of Texas to the State of Nevada and changed its name to Joway Health Industries Group, Inc.

In connection

with these changes, the Company adopted new Articles of Incorporation and Bylaws.

Share Exchange Transaction

On October 1, 2010, we entered into a Share

Exchange Agreement with Crystal Globe, the sole shareholder of Dynamic Elite International Limited, pursuant to which Crystal Globe transferred

all of its shares in Dynamic Elite to us in exchange for 15,215,426 shares of our common stock.

As a result, Dynamic Elite became our

wholly-owned subsidiary and we ceased to be a shell company, and Crystal Globe held a total of 18,515,426 shares (approximately 92.6%)

of our issued and outstanding common stock.

The Share Exchange was treated for accounting

purposes as a reverse acquisition.

Therefore, the Company’s financial statements after the Share Exchange were those of Dynamic

Elite and its subsidiaries and controlled companies on a consolidated basis, as if the Share Exchange had been in effect retroactively

for all periods presented.

Dynamic Elite

Dynamic Elite was founded on June 2, 2010

under the laws of the British Virgin Islands by Crystal Globe and Evan Liu, the sole shareholder of Crystal Globe, at the request of Mr.

Jinghe Zhang.

Liu is a friend of Mr.

Jinghe Zhang.

On September 15, 2010, Dynamic Elite established a wholly-owned subsidiary

Tianjin Junhe Management Consulting Co., Ltd.

(“Junhe Consulting”), as a wholly foreign-owned enterprise (WOFE) under

the laws of the PRC for the purposes of acquiring Tianjin Joway Shengshi Group Co., Ltd.

and engaging in the manufacture, distribution

and sale of tourmaline products in China.

Under Article 6 of the Law of the People’s Republic of China on Wholly Foreign-Owned Enterprises,

adopted April 12, 1986 at the 4th Sess.

of the 6th National People’s Congress and as amended on October 31, 2000 (“PRC

WOFE Law”) and Article 7 of the Detailed Rules for the Implementation, any person or entity that intends to establish an enterprise

in the PRC with foreign capital is required to submit an application for examination and approval to the appropriate department under

the State Council.

On September 9, 2010, the local Tianjin City government issued a certificate of approval approving the foreign

ownership of Junhe Consulting by Dynamic Elite.

Jinghe Zhang was appointed as the Executive Director of Junhe Consulting.

PRC Operating Entities

All of our business operations were conducted

through our PRC Operating Entities.

The chart below sets forth our corporate structure prior to the consummation of the Merger as of December

As of January 1, 2021, as a result of the Merger, we no longer have any subsidiaries.

Joway Shengshi

On May 17, 2007, Mr.

Jinghe Zhang, Mr.

Lijun Si and Mr.

Baogang Song founded Tianjin Joway Textile Co., Ltd.

as a limited liability company under the PRC law.

On November 24, 2009, the company changed its name to Tianjin Joway Shengshi Group Co., Ltd.

(“Joway Shengshi”).

registered capital of Joway Shengshi is RMB 50,000,000 and its term of operation will expire on May 16, 2022.

is the Executive Director and General Manager of Joway Shengshi.

On July 1, 2010, Mr.

Lijun Si transferred 4% of the equity interest

in Joway Shengshi to Mr.

Jinghe Zhang.

As a result, Mr.

Zhang owns 99% of the equity interest in Joway Shengshi and Mr.

owns the remaining 1% of the equity interest of Joway Shengshi.

As of December 31, 2020 and 2019, Joway Shengshi was the sole shareholder

of Joway Technology, Joway Decoration, and Shengtang Trading.

Joway Technology

Joway Technology was incorporated

under PRC law on March 28, 2007, with a registered capital of RMB 1,100,000.

It was formed to engage in intelligent engineering design

and construction, development and sales of electronics, water filters, and other similar products.

Prior to July 25, 2010, Joway

Shengshi held 90.91% of Joway Technology.

On July 25, 2010 Joway Shengshi acquired the remaining 9.09% of Joway Technology from Mr.

Jingyun Chen for RMB 100,000 in cash.

As a result of the acquisition, Joway Shengshi became the sole shareholder of Joway Technology.

Joway Decoration

Joway Decoration was cofounded

by Joway Shengshi and Mr.

Jingyun Chen under PRC law on April 22, 2009, with a registered capital of RMB 2,000,000.

It was formed

to engage in the business of intelligent electric heating project design and construction, development and sales of electronics technology

and water filters, and the manufacture and sales of wood products.

Prior to July 9, 2010, Joway Shengshi owned 90% of Joway Decoration.

On July 9, 2010, Joway Shengshi entered into a share acquisition agreement with Mr.

Jingyun Chen to acquire the remaining 10% of

the shares of Joway Decoration for RMB 200,000 in cash.

As a result of the acquisition, Joway Shengshi became the sole shareholder of

Joway Decoration.

Shengtang Trading

Shengtang Trading was cofounded

by Joway Shengshi and Mr.

Jingyun Chen under PRC law on September 18, 2009, with a registered capital of RMB 2,000,000.

It was formed

to engage in the business of importing and exporting merchandise and technology;

knitwear, biochemistry (excluding toxic chemicals and

drugs), and the wholesale and retail sale of hardware.

Prior to July 28, 2010, Joway Shengshi owned 95% of Shengtang Trading.

July 28, 2010, Joway Shengshi entered into a share acquisition agreement with Mr.

Aiying Wang to acquire the remaining 5% of the

shares of Shengtang Trading for RMB 100,000 in cash.

As a result of the acquisition, Joway Shengshi became the sole shareholder of Shengtang

VIE Agreements

On September 16, 2010,

prior to the Share Exchange, Junhe Consulting, Dynamic Elite’s wholly owned subsidiary had entered into a series of control agreements

with Joway Shengshi and all of the owners of Joway Shengshi, which agreements allow Junhe Consulting to control Joway Shengshi.

our ownership of Dynamic Elite, Dynamic Elite’s ownership of Junhe Consulting and Junhe Consulting’s agreements with Joway

Shengshi, we believe that Joway Health controls Joway Shengshi and therefore, we consolidate the results of operations of Joway Shengshi

and its subsidiaries with ours as variable interest entities.

In connection with the Share

Exchange and as consideration for entering into the VIE Agreements, Mr.

Jinghe Zhang and Mr.

Baogang Song, the shareholders of Joway Shengshi,

entered into a Call Option Agreement with the sole shareholder of Crystal Globe, pursuant to which the shareholders of Joway Shengshi

have the right to purchase up to 100% of the shares of Crystal Globe at an aggregate price equal to $20,000 over the next three years.

The Call Option vested as to 34% of the shares of Crystal Globe on April 2, 2011, and vests as to 33% on April 2 of 2012 and

As a result, the shareholders of Joway Shengshi became the indirect beneficial owners of the shares of the Company held by Crystal

Under PRC law the acquisition

of Joway Shengshi by Junhe Consulting must be structured as a cash transaction with the purchase price based on the appraised value of

the equity interest or assets to be sold.

Neither Junhe Consulting nor Dynamic Elite had sufficient cash to pay the appraised value of

the equity interest or assets of Joway Shengshi.

Alternatively, the shareholders of Joway Shengshi entered into a series of contractual

agreements (the “VIE Agreements”) which enabled Dynamic Elite to gain control of Joway Shengshi and be entitled to receive

100% of the profits of Joway Shengshi and is obligated for 100% of the losses of Joway Shengshi.

As a result of the VIE agreements, we

are able to consolidate Joway Shengshi’s financial statements, including the results of operations, assets and liabilities of Joway

Shengshi and its subsidiaries without triggering the regulatory requirements of PRC law.

Under PRC law the VIE Agreements are considered

commercial transactions among legal entities and individuals, and do not trigger the PRC requirements that apply to acquisitions, although

the pledge by Joway Shengshi’s equity holders of all their equity in Joway Shengshi to Junhe Consulting pursuant to the Equity Pledge

Agreement (the “Equity Pledge”) must be registered with the appropriate governmental agency.

The Equity Pledge was registered

with local administration department for industry and commerce pursuant to the Section 1 of Article 226 of PRC Property Law passed

by National People’s Congress on March 16, 2007.

Through Junhe Consulting,

we effectively and substantially controlled Joway Shengshi and its three wholly owned subsidiaries Joway Technology, Shengtang Trading

and Joway Decoration.

The VIE Agreements included:

a Consulting Services Agreement through which Junhe Consulting had the right to advise, consult, manage and operate Joway Shengshi and collected and owned all of the net profits or losses of Joway Shengshi;

an Operating Agreement through which Junhe Consulting had the right to recommend director candidates and 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;

a Proxy Agreement under which the two shareholders of Joway Shengshi had vested their collective voting control over Joway Shengshi to Junhe Consulting and may only transfer their respective equity interests in Joway Shengshi to Junhe Consulting or its designee(s);

an Option Agreement under which the shareholders of Joway Shengshi had granted to Junhe Consulting the irrevocable right and option to acquire all of their equity interests in Joway Shengshi with a consideration equal to the capital paid in by the shareholders in the amount of RMB 50 million (approximately USD $7.52 million).

As executive director of Junhe Consulting, Mr.

Jinghe Zhang had the power to exercise the option in his sole discretion;

an Equity Pledge Agreement under which the owners of Joway Shengshi had 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.

Terms of the VIE Agreements

Consulting Agreement

Under the Consulting Agreement,

Joway Shengshi retained Junhe Consulting to (i) provide general advice and assistance relating to the management and operation of

Joway Shengshi’s business;

(ii) provide general advice and assistance with respect to employment and staffing issues, including

recruiting and training of management personnel, administrative personnel and other staff, establishing an efficient payroll management

system, and relocation assistance;

(iii) provide business development advice and assistance;

and (iv) such other advice and

assistance as may be agreed upon by the parties.

In return, Joway Shengshi agreed to pay Junhe Consulting quarterly a consulting fee in

an amount equal to all of Joway Shengshi’s net income for that quarter within fifteen (15) days after receipt of Joway Shengshi’s

quarterly financial statements.

Joway Shengshi shall cause the owners of Joway Shengshi to pledge their equity interests in Joway Shengshi

to Junhe Consulting to secure the payment of the foregoing consulting fee.

Joway Shengshi was subject

to a number of covenants typical for this type of transaction, including the obligation to provide monthly, quarterly and Annual Reports,

and other information requested by Junhe Consulting.

In addition, Joway Shengshi was subject to a number of negative covenants, including

the agreement that it should not (i) issue, purchase or redeem any equity or debt, or equity or debt securities;

incur, assume or suffer to exist any liens upon any of its property or assets (except certain enumerated liens);

(iii) wind up, liquidate

or dissolve its affairs or enter into any transaction of merger or consolidation, or sale of all or substantially all of its assets;

or pay any dividends;

(v) incur, assume or suffer to exist any indebtedness, (other than certain enumerated exceptions);

money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest

in, or make any capital contribution to, any other Person, except receivables in the ordinary course of business;

(vii) enter into

any transaction or series of related transactions, whether or not in the ordinary course of business, with any of its affiliates or related

parties, other than on terms and conditions substantially as favorable to Joway Shengshi as would be obtainable in a comparable arm’s-length

(viii) make any expenditure for fixed or capital assets (including, without limitation, expenditures for maintenance

and repairs which are capitalized in accordance with generally accepted accounting principles in the PRC and capitalized lease obligations)

during any quarterly period which exceeds the aggregate the amount contained in the budget;

(ix) amend or modify or change its Articles

of Association or business license, or any agreement entered into by it, with respect to its capital stock, or enter into any new agreement

with respect to its capital stock;

or (x) engage (directly or indirectly) in any business other than those types of business prescribed

within the business scope of its business license.

The Consulting Agreement may

be terminated by Junhe Consulting for any reason at any time.

In addition, the Consulting Agreement may be terminated by Junhe Consulting

by written notice in the event of a material breach by Joway Shengshi which, in the case of breach of a non-financial obligation, has

not been remedied within fourteen (14) days following the receipt of such written notice.

Either party may terminate the Consulting

Agreement by written notice to the other party if (i) the other party becomes bankrupt or insolvent or is the subject of proceedings

or arrangements for liquidation or dissolution or ceases to carry on business or becomes unable to pay its debts as they become due;

the operations of Junhe Consulting are terminated;

or (iii) if circumstances arise which materially and adversely affect the performance

or the objectives of the Consulting Agreement.

Operating Agreement

Under the Operating Agreement,

Junhe Consulting agreed to guarantee Joway Shengshi’s performance of contracts, agreements or transactions with third parties in

consideration for the pledge by Joway Shengshi to Junhe Consulting of all of Joway Shengshi’s assets.

In addition, Joway Shengshi

and its shareholders agreed that Joway Shengshi would not, without the prior written consent of Junhe Consulting, enter into any transactions

which may materially affect the assets, obligations, rights or the operations of Joway Shengshi (excluding transactions entered into in

the ordinary course of business and the lien obtained by relevant counter parties due to such agreements), including transactions involving

(i) the borrowing of money or assumption of any debt;

(ii) the sale or purchase from any third party any asset or right, including,

but not limited to, any intellectual property rights;

(iii) the provision of any guarantees to any third parties using its assets

or intellectual property rights;

or (iv) the assignment of any business agreements to any third party.

Joway Shengshi and its shareholders

also agreed to appoint to Joway Shengshi’s board of directors, and Joway Shengshi’s General Manager, Chief Financial Officer,

and other senior officers those persons recommended or selected by Junhe Consulting.

Voting Rights Proxy Agreement

Under the Proxy Agreement,

the Shareholders irrevocably granted to Junhe Consulting, for the maximum period of time permitted by law, all of their voting rights

as shareholders of Joway Shengshi.

In addition, the Shareholders agreed not to transfer their equity interest in Joway Shengshi to any

third party (other than Junhe Consulting or a designee of Junhe Consulting).

The Proxy Agreement may not be terminated without the unanimous

consent of all Parties, except Junhe Consulting, which may terminate the Proxy Agreement with or without cause on thirty (30) days

prior written notice.

Option Agreement

Under the Option Agreement,

the Shareholders irrevocably granted to Junhe Consulting or its designee an exclusive option to purchase at any time, to the extent permitted

under PRC Law, all or a portion of the Shareholders’

Equity Interest in Joway Shengshi for a price equal to the capital paid in

by the Shareholders on a pro rata basis in accordance with the percentage of the Shareholders’

Equity Interest acquired, subject

to applicable PRC laws and regulations.

Equity Pledge Agreement

Under the Equity Pledge Agreement,

the Shareholders pledged all of their right, title and interest in their equity interests in Joway Shengshi to Junhe Consulting to guarantee

Joway Shengshi’s performance of its obligations under the Consulting Services Agreement.

The pledge expired two (2) years after

the satisfaction by Joway Shengshi of all of its obligations under the Consulting Services Agreement.

During the term of the Equity Pledge

Agreement, Junhe Consulting was entitled to vote, control, sell, or dispose of the Pledged Collateral in the event the Company did not

perform its obligations under the Consulting Services Agreement.

In addition, Junhe Consulting was entitled to collect any and all dividends

declared or paid in connection with the Pledged Collateral.

Through these contractual

arrangements, we had the ability to substantially influence the daily operations and financial affairs of Joway Shengshi and to receive,

through our subsidiaries, all of its profits.

As a result, we were considered the primary beneficiary of Joway Shengshi and its operations,

and Joway Shengshi and its subsidiaries were deemed to be our variable interest entities.

Accordingly, we were able to consolidate into

our financial statements the results, assets and liabilities of Joway Shengshi and its subsidiaries.

Call Option Agreement

As part of the reorganization

of Joway Shengshi, Mr.

Liu and the shareholders of Joway Shengshi entered into a Call Option Agreement, pursuant to which the shareholders

of Joway Shengshi had the right to purchase up to 100% of the shares of Crystal Globe at an aggregate price equal of $20,000 over the

next three years.

In addition, the Option Agreement also provides that Mr.

Liu should not dispose any of the shares of Crystal Globe

without consent of Mr.

Jinghe Zhang and Mr.

Baogang Song.

Upon the consummation of the Share Exchange Transaction, Crystal Globe

became the principal shareholder of Joway Health (f/k/a G2 Ventures, Inc.) and Mr.

Zhang and Mr.

Song became indirect beneficial

owners of the shares in Joway Health held by Crystal Globe pursuant to this Call Option Agreement.

On November 13, 2016, Mr.

Jinghe Zhang exercised his Call Option as to 99% of the shares of Crystal Globe and Mr.

Baogang Song exercised his Call Option as to 1%

of the shares of Crystal Globe.

As a result of exercising his Call Option, Mr.

Zhang became the controlling shareholder of Crystal Globe

and in turn, the controlling shareholder of the Company.

On November 20, 2016, Mr.

Song transferred his 1% of the shares of Crystal Globe

Zhang thus controlled 17,408,000 shares, or 86.81%, of the issued and outstanding shares of the Company’s common

As a result of the Merger,

we become a shell company on December 31, 2020 and no longer have any subsidiaries.

Business Description

Prior to the consummation

of the Merger, we, through our PRC Operating Entities, were engaged in the manufacture and sales of tourmaline-related healthcare products,

and had a total of 21 full time employees.

As a result of the consummation

of the Merger on December 31, 2020, we became a shell company and as of the date of this Annual Report, we have no full time employees.

Starting from January 1, 2021, we have no longer any business operations.

Introduction to Tourmaline

Tourmaline is a crystal silicate

mineral compounded with elements such as aluminum, iron, magnesium, sodium, lithium, or potassium.

Tourmaline is classified as a semi-precious

stone and the gem comes in a wide variety of colors.

http://en.wikipedia.org/wiki/Tourmaline)

Tourmaline has the ability

to become its own source of electric charge, as it is both pyroelectric, as well as piezoelectric.

When it is put under pressure or when

it is dramatically heated or cooled, tourmaline creates an electrical charge capable of emitting far infrared rays (“FIR”)

and negative ions.

http://www.globalhealingcenter.com/tourmaline.html)

FIRs are invisible waves

of energy capable of penetrating deep into the human body.

Negative ions are atoms that have a negative electric charge.

negative ions are perceived to have certain health benefits.

http://www.globalhealingcenter.com/tourmaline.html)

Because it is a permanent

source of FIRs and negative ions, tourmaline is perceived to have certain health benefits (Source:

Niwa Institute for Immunology, Japan.

Biometeorol 1993 Sep;

37(3) 133-8).

In view of its perceived health benefits, tourmaline has been used to manufacture a wide range

of healthcare products, including apparel, bedding, water purifiers, sauna rooms, and personal care products.

While tourmaline has perceived

health benefits, the actual benefits of tourmaline to human health are unknown.

The full efficacy of tourmaline to human health requires

further significant clinical study.

We are not aware of any formal clinical studies which have validated the health benefits of tourmaline.

We purchased liquid tourmaline

from domestic Chinese companies which, in turn, imported it from South Korea.

Liquid tourmaline is readily available and its price has

remained relatively stable.

We had not experienced any shortage in tourmaline but as a precaution, we closely monitored its price and

have several back-up suppliers until we become a shell company.

China’s Tourmaline Health-Related Products Market

The use of tourmaline in health-related

products in China began in 2001.

Although more and more companies are producing tourmaline health-related products every year, the market

for these products in China is still in its infancy and highly fragmented.

2010-2012 China’s tourmaline market and investment

prospects research Report, Institute of China Uniway Economics, August, 2010).

Currently, there are numerous

kinds of tourmaline health-related products on the market, including tourmaline clothes, tourmaline mattresses, tourmaline water machines,

In China, users of tourmaline health-related products are typically middle-aged and elderly people and demand for tourmaline health-related

products is still relatively low compared to the size of the Chinese population.

In 2015, New Material is listed

in the state development strategies in the State Council Report by Premier Keqiang Li.

Tourmaline is defined as New Material and Tourmaline

Processing Technology is designated as New Material Application Technology.

We believe that the main challenge

for the tourmaline health-related product companies is market development rather than competition.

With rising living standards, increasing

disposable income, higher health consciousness and the greater awareness of the health benefits of tourmaline, we believe that the tourmaline

health products market will grow rapidly in the next few years.

Manufacturing Process

Prior to the consummation

of the Merger, we had two manufacturing processes.

One manufacturing process

consisted of applying or infusing raw textiles with liquid or granular tourmaline and then producing products from these tourmaline-infused

This process was used to produce Male and Female Underpants, Tourmaline Scarves and Tourmaline Pillowcases.

Our second manufacturing process

consisted of applying or infusing already finished products with liquid or granular tourmaline.

We purchased finished products, such as

clothing, bedding, and mattresses and then, using one or more of the techniques described below, coat and/or infuse the products with

liquid or granular tourmaline.

We coated or infused liquid

or granular tourmaline into our products using one or more of the following methods:

The Spray Method

We used special high-pressure

nozzles to spray liquid tourmaline onto the surface of the product.

Through this process, the tourmaline particles were attached onto

the surface of the product.

We then used a high-temperature ironing machine to embed the tourmaline particles into the fibers of the product.

This method is generally used in the manufacture of large pieces of textile products, such as mattresses.

The Dip Method

We completely immersed fabrics into liquid tourmaline

and then stirred the fabrics in the liquid tourmaline to ensure the tourmaline particles attach to the surface of the fabrics.

we embedded the tourmaline particles into the fibers by applying heat with our special high-temperature ironing machine.

is used in the manufacture of smaller products, such as underwear, scarves, and shirts.

The Filling Method

We filled the products with

tourmaline particles.

This method is generally used to make activated water machines and other water treatment products.

The three methods mentioned

above were keys to our manufacturing process.

We protected our manufacturing methods via confidentiality agreements entered into between

us and our employees.

Pursuant to the confidentiality agreement, the employees were prohibited from unlawfully revealing and using our

confidential technology during his/her term of employment and ten years after the termination of employment.

Our Products and Services

Prior to the consummation

of the Merger as of December 31, 2020, we were primarily in the manufacture of the following three series of tourmaline-related healthcare

Knit Goods Series

For the fiscal years ended December 31, 2020 and

2019, reported as part of loss from operations of our discontinued component, our healthcare knit goods series of products accounted for

approximately 15.5% and 11.3% of our annual sales revenue, respectively.

This series of products was comprised of tourmaline treated mattresses,

bed linen, underwear, and shirts.

We used either the spray or dip method to embed tourmaline particles into the fabric of this series

Set forth below is a list of our major healthcare knit goods products,

the trademarks or marks under which they were marketed and the manufacturing method employed prior to the consummation of the Merger as

of December 31, 2020:

Trademark/Mark

Manufacturing Method

Golden Mattress

Tourmaline Mattress

Tourmaline Underwear

Tourmaline Bed Linens

Tourmaline Pillow

Healthcare and Personal Care Series

For the fiscal years ended

December 31, 2020 and 2019, reported as part of loss from operations of our discontinued component, our daily healthcare and personal

care series of products accounted for approximately 27.9% and 34.7% of our annual sales revenue, respectively.

This series was comprised

of tourmaline-treated waist protectors, knee protectors, scarves, and shampoo and soap products.

We used all three production methods

to embed tourmaline particles into these products.

We believe these tourmaline-treated daily healthcare products and personal care products

produce FIRs and negative ions which have perceived health benefits.

This series was also comprised of four edible products without tourmaline

treatment, including Xin-Nao-Ling Fish Oil Soft Gel, Zhi-Li-Bao Fish Oil Soft Gel , Glucosamine Chondroitin Sulfate

& Calcium Capsule and Vegetable and Fruit Enzyme Juice , which are subject to CFDA regulation.

Set forth below is a list

of our major products in the daily healthcare and personal care series, the trademarks or marks under which they were marketed and the

manufacturing method employed prior to the consummation of the Merger as of December 31, 2020:

Trademark/Mark

Manufacture Method

Tourmaline Waist Protector

Tourmaline Scarves

Tourmaline Shampoo

Filling Method

Tourmaline Soap

Filling Method

Tourmaline Toothpaste

Filling Method

Xin-Nao-Ling Fish Oil Soft Gel

Zhi-Li-Bao Fish Oil Soft Gel

Wellness House and Activated Water Machine

For the years ended December

31, 2020 and 2019, reported as part of loss from operations of our discontinued component, our wellness house and activated water machine

series of products accounted for approximately 56.7% and 54.0% of our annual sales revenue, respectively.

This series of products was

comprised mainly of tourmaline wellness houses, foot sauna bucket, tourmaline activated water machines and drinking mugs.

Our tourmaline

wellness house resembled a regular sauna room in which users experienced heat sessions.

However, the inner layer of our wellness house

were coated with tourmaline, which emits FIRs and negative ions when heated.

Tourmaline is perceived to have certain health benefits.

We supplied two types of wellness houses:

one for family use, which was designed to be installed in the corner of a room and can contain

three people;

the other was customized and constructed on site for commercial bathrooms or spas according to their specifications.

tourmaline activated water machines and drinking mugs were infused tourmaline particles into filters.

Our Foot Sauna Bucket was filled

with tourmaline particles on the bottom.

Set forth below is a list

of our major products in the wellness house and activated water machine series, the trademarks or marks under which they were marketed

and the manufacturing method employed prior to the consummation of the Merger as of December 31, 2020:

Trademark/Mark

Manufacturing Method

Wellness House for family use

Tourmaline Water Mug

Filling Method

Tap Water Purifier

Filling Method

Foot Sauna Bucket

Filling Method

Return Policy

It was our normal commercial

practice to only allow the return of goods that did not conform to the customer’s order due to some occasional error in packaging

The return should be requested within seven days of purchase.

Customers may also request a free repair of defective products

within 15 days of purchase.

For products purchased more than 15 days previously, we charged a service fee of 110% of the cost of repaired

or replaced parts.

For the years ended December 31, 2020 and 2019, we did not have sales return occurred.

Wellness House Maintenance

Our wellness house products

generally carry a one-year warranty.

When the warranty expires, we provide our customers the option to engage us to service and maintain

their wellness houses for a fee equal to 200% of the cost of the repaired or replaced parts.

For the years ended December

31, 2020 and 2019, the maintenance fees were $2,052 and $27,119, respectively, accounting for approximately 9% and 23% of sauna sales

revenue, respectively.

Manufacturing Facilities

to the consummation of the Merger as of December 31, 2020 , our

manufacturing facilities were located in Baodi District, Tianjin City, PRC, and occupied an area of approximately 2,500 square meters.

We had 1 employee engaged in manufacturing as of December 31, 2020.

After the consummation of

the Merger as of December 31, 2020, we no longer had manufacturing facilities and any employees for the manufacturing facilities.

Customers and Suppliers

Below is a list of our top

three customers for the years 2020 and 2019, respectively, prior to the consummation of the Merger as of December 31, 2020.

Top Three Customers in 2020

Products Sold

Xu Xiangyun Store

Foot Sauna Bucket, Wellness House，Mobile Health Care Kit, etc.

Miao Li Store

Tap Water Purifier Tourmaline Mattress, Wellness House, etc.

Wang Xiaojun Store

Wellness House，Foot Sauna Bucket, Tap Water Purifier, etc.

Top Three Customers in 2019

Products Sold

Tianjin Baicheng Yitong Technology Co., Ltd.

Xin-Nao-Ling Fish Oil Soft Gel, Tourmaline Mask, Sanitary Napkins, etc.

Miao Li Store

Foot Sauna Bucket, Tourmaline Mattress, Tap Water Purifier, etc.

Xu Xiangyun Store

Wellness House, Foot Sauna Bucket, Tap Water Purifier, etc.

Our main customers were franchisees

that were authorized to sell our products exclusively.

In 2020, we did not have any customer accounted for more than 10% of our annual

sales revenue and in 2019, we had three customers accounted for more than 10% of our annual sales revenue.

Below is a list of our top

three suppliers in 2020 and 2019, respectively, prior to the consummation of the Merger as of December 31, 2020.

Top Three Suppliers in 2020

Product Purchased

Xuzhou Hailansauna Equipment Co., Ltd

Foot Sauna Bucket、Wellness House

Penglai Huakang Health Products Co.

Xin-Nao-Ling Fish Oil Soft Gel and Zhi-Li-Bao Fish Oil Soft Gel

Zhejiang Taikang Biotechnology Co.

Top Three Suppliers in 2019

Product Purchased

Xuchang Baichang Nanotechnology Co., Ltd.

Terahertz equipment

Jiangmen Sangjian Sauna Equipment Co., Ltd.

Foot Sauna Bucket

Cosmaker (Tianjin) Biotechnology Co., Ltd.

Tourmaline Mask and Skincare Series

In 2020 and 2019, we had one

supplier accounted for 28.1% and 18.5% of our annual raw materials purchases, respectively.

We do not have long term contracts with any

of our suppliers since the raw materials we use are readily available on the market at generally stable prices.

Franchise Stores

Prior to the consummation

of the Merger as of December 31, 2020, approximately 88% and 78% of our annual sales in 2020 and 2019, respectively, were made to our

As of December 31, 2020, there

were approximately 49 franchise stores across the PRC that were authorized to sell our products exclusively.

Set forth below is a geographical

breakdown of the franchise stores:

Northeastern China (Liaoning, Jilin, Heilongjiang)

Northern China (Beijing, Tianjin, Hebei, Shanxi, Inner Mongolia)

Central China (Henan, Hubei, Hunan, Jiangxi)

Southwestern China (Chongqing, Sichuan, Guizhou, Yunnan, Tibet)

We used multiple criteria

to select our franchisees, including financial condition, sales network, sales personnel, and facilities.

We typically entered into

a standard franchising agreement with the applicant.

Pursuant to the agreement, the franchisee was authorized to sell our products exclusively

at a predetermined retail price.

In exchange, we provided them with products at a discounted price, geographical exclusivity, and marketing,

training and technological support.

The franchisee was also required to adhere to certain standards of product merchandising, promotion

and presentment.

No initial franchise fees were required from the franchisee, nor was the franchisee required to pay any continuing royalties.

The agreement was generally for a term of three years and was renewable on the mutual agreement of both parties.

After the consummation of

the Merger as of December 31, 2020, we have no franchise stores across the PRC.

Marketing and Sales

Prior to the consummation

of the Merger as of December 31, 2020, our primary marketing strategies were directed towards both our franchisees and end users, and

the marketing efforts of our franchisees were directed towards end users.

We assisted franchisees on monthly product introduction seminars,

which were open to both our franchisees and to the general public.

The franchise stores were

responsible for the cost of organizing the monthly product introduction seminars and meetings and we were responsible for the travel expenses

of our employees who attended these meetings and seminars to explain and promote our various product lines.

There were on average 3 such

seminars and meetings each month nationwide in 2019.

Generally, we chose the venue for the product seminars and meetings based on market

prospects, sales volume and the extent of meeting preparation.

During the year ended December 31, 2020, we did not hold a product seminar

and meeting due to the COVID-19.

Below is a breakdown of our

marketing expenses in the fiscal years 2020 and 2019.

After the consummation of

the Merger as of December 31, 2020, we no longer have a marketing and sales budget for sales personnel, and the remainder for travel,

training and other expenses of our sales and marketing department.

Because our products were

for daily use, seasonal variations do not have meaningful impact on the market demand for our products.

Competitive Environment

China’s tourmaline health

products market is highly segmented and is in the stage with great demand.

However, given the highly

segmented nature of the market, we are unable to locate any information on the size of the tourmaline healthcare-related market in China.

Currently, Japanese and Korean companies are leaders in tourmaline technology.

However, they have not yet developed a sizeable market

share for their products in the PRC (Source:

2010-2012 China’s tourmaline market and investment prospects research Report, Institute

of China Uniway Economics, August 2010).

Therefore, we believe that there is a great opportunity for us to create demand and market share

and establish ourselves as a leader in the tourmaline-related healthcare products field.

Our Competitors

Our major competitors in the

PRC were as follows prior to the consummation of the Merger, effective as of December 31, 2020:

Hanya Nano Technology Co., Ltd.

operates in Changsha, Hunan province, PRC.

They mainly focus on manufacturing tourmaline sauna rooms and tourmaline health products.

Harbin Handu Tourmaline Nano Technology Development Co., Ltd.

operates in PRC.

They mainly focus on manufacturing tourmaline sauna rooms and tourmaline health products.

Our Competitive Advantages

We believe that by leveraging

the following strengths, we can effectively compete and enhance our market position:

Brand Advantage:

We are one of the first companies to manufacture, distribute and sell tourmaline health-related products in the PRC and we believe that our trademark, “Joway”, is the most established and well-known brand in the market.

Technology Advantage:

We possess several patents for tourmaline health-related products.

We also invest a significant amount of time and expense in new product research and development.

In 2016, we applied for a new patent on tourmaline after researching with Tianjin University of Technology.

In addition, we have 3 types of products put on record of the Class 1 Medical devices in Tianjin Market and Quality Supervision and Administration Commission which lay a foundation of making health care products listed in Tianjin catalogue of medical system.

Product Diversification Advantage:

Most of our competitors concentrate on the one of the tourmaline segments.

On the contrary, our products cover diversified tourmaline related catalogue such as tourmaline daily health-related products, water treatment products and tourmaline home accessories.

Sales Channels Advantage:

As of December 31, 2020, we had approximately 49 franchise stores in most of the big cities in the PRC and we continue to expand our franchise network.

We believe our extensive franchisee network will assure that our sales continue to grow.

Talent Advantage:

We have recruited additional employees in the fields of marketing, franchise and training, who have several years of relevant experience in their previous careers.

We plan to focus the efforts of these individuals to enhance our marketing and sales.

Public Relation Advantage:

We enjoy the benefits of a membership at China Health Care Association and China Home Textile Association.

For example, as a member, we are entitled to obtain the fist-hand technology related to tourmaline and apply such technology to our business when necessary.

Business Strategy

As a result of the consummation

of the Merger on December 31, 2020, we became a shell company.

As of the date of this Annual

Report, 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.

Our objectives discussed below are extremely general and are not intended to restrict

discretion of our Board of Directors to search for and enter into potential business opportunities or to reject any such opportunities.

We have no particular business combination in mind and have not entered into any negotiations regarding such a combination.

officers nor any of our affiliates has engaged in any negotiations with any representative of any company regarding the possibility of

an acquisition or combination between our company and such other company.

We have not yet entered into any agreement, nor do we have any

commitment or understanding to enter into or become engaged in a transaction.

Research and Development

Prior to the consummation

of the Merger, our research and development focused on developing new products in the daily health-related, tourmaline products, including

tourmaline undergarment, tourmaline scarf and shawl, wellness room for family use.

Prior to the consummation of the Merger as of December

31, 2020, we had no employee engaged in research and development activities.

During 2020 and 2019, we spent

$405 (RMB 2,793) and $33,048 (RMB 227,984), respectively, on research and development activities which were reported as part of our discontinued

operations in our financial statements.

The following is a breakdown of our research and development expenses for 2020 and 2019.

Travel Expense

Inspection Fee

After the consummation of

the Merger as of December 31, 2020, we no longer have any employees engaged in research and development activities.

Intellectual Property

Prior to the consummation

of the Merger, we regard our trademarks, trade secrets, patents and similar intellectual property as critical factors to our success.

We rely on patent, trademark and trade secret law, as well as confidentiality and license agreements with certain of our employees, customers

and others to protect our proprietary rights.

The trademarks we currently

use include the “Joway”

trademark, which is owned by our President, Chief Executive Officer and director, Mr.

Jinghe Zhang.

We are permitted to use the “Joway”

trademark pursuant to a license agreement with Mr.

Jinghe Zhang dated December 1,

2009 for a term of ten years.

The agreement was renewed at the end of its respective term.

There is no license fee to Mr.

for the use of the trademark.

Set forth below is a detailed

description of the trademarks we used in our business prior to the Merger.

/Application No.

Owner/Applicant

Textiles and textile goods, not included in other classes;

table covers.

February 21, 2009

February 20, 2029

Cosmetics and Cleaning Preparations.

Bleaching preparations and other substances for laundry use;

polishing, scouring and abrasive preparations;

perfumery, essential oils, cosmetics, hair lotions;

March 21, 2010

March 20, 2030

Joway Shengshi Group Co., Ltd.

Environmental control apparatus.

Apparatus for lighting, heating, steam generating, cooking, refrigerating,

drying, ventilating, water supply and sanitary purposes.

February 14, 2010

February 13, 2030

Joway Shengshi Group Co., Ltd.

Staple foods.

Coffee, tea, cocoa, sugar, rice, tapioca, sago, artificial coffee;

flour and preparations made from cereals, bread, pastry and confectionery, ices;

honey, treacle;

yeast, baking-powder;

salt, mustard;

vinegar, sauces (condiments);

July 21, 2011

July 20, 2021

Tianjin Joway Shengshi Group Co., Ltd.

Textiles and textile goods, not included in other classes;

table covers.

April 28, 2011

April 27, 2021

Joway Shengshi Group Co., Ltd.

Pharmaceuticals.

Pharmaceutical, veterinary and sanitary preparations;

dietetic substances adapted for medical use, food for babies;

plasters, materials for dressings;

material for stopping teeth, dental wax;

disinfectants;

preparations for destroying vermin;

fungicides, herbicides.

April 14, 2011

April 13, 2021

Tianjin Joway Shengshi Group Co., Ltd.

Paints, varnishes, lacquers;

preservatives against rust and against

deterioration of wood;

raw natural resins;

metals in foil and powder form for painters, decorators, printers and

April 14, 2011

April 13, 2021

Tianjin Joway Shengshi Group Co., Ltd.

/Application No.

Owner/Applicant

Staple foods.

Coffee, tea, cocoa, sugar, rice, tapioca, sago, artificial coffee;

flour and preparations made from cereals, bread, pastry and confectionery, ices;

honey, treacle;

yeast, baking-powder;

salt, mustard;

vinegar, sauces (condiments);

December 14, 2011

December 13, 2021

Tianjin Joway Shengshi Group Co., Ltd

Textiles and textile goods, not included in other classes;

table covers.

Tianjin Joway Shengshi Group Co., Ltd

Environmental control apparatus.

Apparatus for lighting, heating, steam generating, cooking, refrigerating,

drying, ventilating, water supply and sanitary purposes

June 21, 2011

June 20, 2021

Tianjin Joway Shengshi Group Co., Ltd

Cosmetics and Cleaning Preparations.

Bleaching preparations and other substances for laundry use;

polishing, scouring and abrasive preparations;

perfumery, essential oils, cosmetics, hair lotions;

Tianjin Joway Shengshi Group Co., Ltd

Staple foods.

Coffee, tea, cocoa, sugar, rice, tapioca, sago, artificial coffee;

flour and preparations made from cereals, bread, pastry and confectionery, ices;

honey, treacle;

yeast, baking-powder;

salt, mustard;

vinegar, sauces (condiments);

December 28, 2013

December 27, 2023

Tianjin Joway Shengshi Group Co., Ltd

Alcoholic beverages.

Fruit extracts [alcoholic], aperitifs, distilled beverages, cider,

digesters [liqueurs and spirits], wine, clear wine, alcoholic beverages [except beer] and sake.

December 14, 2013

December 13, 2023

Tianjin Joway Shengshi Group Co., Ltd.

Pharmaceuticals.

Glue ball, Reducing tea, air purifying preparations, mosquito-repellent

incense, sanitary pads, sanitary towels, antisepsis paper and babies’

December 7, 2013

December 6, 2023

Tianjin Joway Shengshi Group Co., Ltd.

/Application No.

Owner/Applicant

Cosmetics and Cleaning Preparations.

Bleaching preparations and other substances for laundry use;

polishing, scouring and abrasive preparations;

perfumery, essential oils, cosmetics, hair lotions;

TianjinJoway Shengshi Group Co., Ltd.

Cosmetics and Cleaning Preparations.

Cleansing lotion, cleanser, facial mask, cosmetics, complexion cream,

wrinkle cream.

Tianjin Joway Shengshi Group Co., Ltd.

Cosmetics and Cleaning Preparations.

Cleansing lotion, cleanser, facial mask, cosmetics, complexion cream,

wrinkle cream.

July 21, 2016

July 20, 2026

Tianjin Joway Shengshi Group Co., Ltd.

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 the following two patents for free from

the effective date to the expiration date of each patent.

Application Date

Effective Date

Water Purifier

ZL201620164704.7

March 3, 2016

Tourmaline Wellness House

Utility Model

ZL201620839876.X

August 3, 2016

April 26, 2017

We do not carry property insurance

on our buildings, facilities, and major operating assets, but on our vehicles, and we do not have any business interruption insurance

due to the limited availability of this type of coverage in the PRC.

During 2020 and 2019, we had no product liability claims.

Prior to the consummation

of the Merger as of December 31, 2020, we had a total of 21 full time employees.

After the consummation of the Merger, we have no full

time employees.

There are no collective bargaining

contracts covering any of our employees.

We believe our relationship with our employees is satisfactory.

We are required to contribute

a portion of our employees’

total salaries to the PRC government’s social insurance funds, including pension insurance, medical

insurance, unemployment insurance, work-related injury insurance, and maternity insurance, in accordance with relevant regulations.

have purchased work injury insurance and medical insurance for all our employees.

Effective January 1,

2008, the PRC introduced a new labor contract law that enhances rights for the nation’s workers, including open-ended work contracts

and severance pay.

The legislation requires employers to provide written contracts to their workers, restricts the use of temporary laborers

and makes it harder to lay off employees.

It also requires that employees with fixed-term contracts be entitled to an indefinite-term

contract after a fixed-term contract is renewed twice.

Although the new labor contract law will increase our labor costs, we do not anticipate

there will be any significantly effects on our overall profitability in the near future since such amount was historically not material

to our operating cost.

Management anticipates this may be a step toward improving candidate retention for skilled workers.

Government Regulations and Compliance with Applicable Laws

Below is a list of agencies which may have jurisdiction

over our business prior to the consummation of the Merger as of December 31, 2020:

State Food and Drug Administration (“CFDA”)(1)

Supervise the entire process from research and development, manufacturing, and distribution to utilization of drugs;

supervise and coordinate the safety management of food, health food and cosmetics and organize investigations of serious accidents.

National Development and Reform Commission (“NDRC”)

Make strategic and mid- to long-term plans for the PRC healthcare industry;

regulate drug prices;

manage disaster relief funds and carry out healthcare development projects sponsored by the government.

Ministry of Commerce (“MOFCOM”)

Formulate regulations and policies on foreign trade, foreign direct investments, consumer protection, and market competition;

negotiate bilateral and multilateral trade agreements.

Ministry of Science and Technology (“MST”)

Lay out science and technology development plans and policies;

draft relevant regulations and rules and guarantee implementation of regulations and rules

General Administration of Quality Supervision, Inspection and Quarantine (“AQSIQ”)

Manage national quality, metrology, entry-exit commodity inspection, entry-exit health quarantine, entry-exit animal and plant quarantine, import-export food safety, certification, accreditation, and standardization, as well as enforce administrative laws

State Administration of Taxation (“SAT”)

Draft tax regulations and implementation rules and propose tax policies.

State Administration of Foreign Exchange (“SAFE”)

Make regulations and policies governing foreign exchange market activities and manage state foreign exchange reserves.

PRC State Food and Drug Administration is responsible for (i) regulating the research and development, manufacturing, distribution

and utilization of drugs;

(ii) supervising and coordinating the safety management of food, health food and cosmetics;

and (iii) investigating

serious accidents with respect to the foregoing.

The products we manufacture are not regulated by the CFDA as they are not drugs, diet

supplements or food consumed by humans.

There are no existing laws or regulations in China governing the manufacture and sale of tourmaline

health care products such as those sold by the Company nor are there any inspection requirements applicable to our products.

We acted as a distributor

for four edible products including Xin-Nao-Ling Fish Oil Soft Gel, Zhi-Li-Bao Fish Oil Soft Gel , Glucosamine Chondroitin

Sulfate& Calcium Capsule and Vegetable and Fruit Enzyme Juice , which are subject to CFDA regulation.

These products were manufactured by Penglai Huakang Healthcare Industries, Ltd., Wuhan Senlan Biotechnology Co., Ltd.

and Weihai Biohigh

Biotechnology Co., Ltd., which had obtained the necessary manufacturing licenses and certifications from the CFDA.

Environmental Regulations

Prior to the consummation

of the Merger as of December 31, 2020, the major environmental regulations applicable to us included the PRC Environmental Protection

Law, the PRC Law on the Prevention and Control of Water Pollution and its Implementation Rules, the PRC Law on the Prevention and Control

of Air Pollution and its Implementation Rules, the PRC Law on the Prevention and Control of Solid Waste Pollution, and the PRC Law on

the Prevention and Control of Noise Pollution.

According to Article 32 of

the PRC Environmental Protection Law, a project that may cause pollution to the environment cannot be undertaken until an environmental

impact statement has been approved by the applicable department of environmental protection administration.

In March 2008, Joway Shengshi

submitted an environmental impact statement with respect to the manufacturing of 300,000 sets of knitwear annually to the Tianjin Baodi

Environmental Protection Bureau.

The environmental impact statement assesses the pollution that the manufacturing is likely to produce

and its impact on the environment.

In addition, the Report stipulates the preventive and curative measures the company will undertake.

Tianjin Baodi Environmental Protection Bureau approved the environmental impact statement on March 12, 2008 and on April 22,

The Tianjin Baodi Environmental Protection Bureau approved the manufacture of 300,000 sets of knitwear annually.

The Company’s production

process does not produce industrial waste water or waste gas emissions of a type that is regulated by current PRC laws and regulations.

The Company’s other emissions, including noise, waste water, solid waste and atmospheric pollutants meet regulatory standards.

to the Letter regarding Environment Protection of Tianjin Joway Shengshi Group Co, Ltd.

issued by Tianjin Baodi Environmental Protection

Bureau dated August 6, 2014, Joway Shengshi complies with applicable environmental protection laws and regulations and its discharge

of pollutants meets with the standards of the state and Tianjin City.

In addition, Joway Shengshi

obtained ISO 140001 International Environmental Management System Certification on January 15, 2009.

ISO 140001 was first published

as a standard in 1996 and specifies the requirements for an organization’s environmental management system.

It applies to those

environmental aspects over which an organization has control and where it can be expected to have an influence.

Joway Shengshi passed

each annual inspection of the ISO 140001.

Such Certification covers the production and service of tourmaline health-related products such

as underwear, bras, scarves, hats, knee-protectors, waist-protectors, socks, bedding and daily commodities.

We have not been named as

a defendant in any legal proceedings alleging violation of environmental laws and have no reasonable basis to believe that there is any

threatened claim, action or legal proceedings against us that would have a material adverse effect on our business, financial condition

or results of operations due to any non-compliance with environmental laws.

During the year ended December

31, 2020, we did not incur any significant costs in connection with complying with PRC national or local environmental laws.

are incorporated in the state of Nevada.

Prior to the consummation of the Merger as of December 31, 2020, as more specifically described

below, Joway Health Industries Group Inc.

(the “Company” or “Joway Health”), through its operating entities in

China, was engaged in the manufacture, distribution and sales of tourmaline-related healthcare products.

a result of the consummation of the Merger on December 31, 2020, we became a shell company and as of the date of this Annual Report,

we have no full time employees.

Starting from January 1, 2021, we no longer have any assets or any business operations.

The Report of

our independent registered public accountants on our financial statements for the year ended December 31, 2021 states that these conditions,

among others, raise substantial doubt about our ability to continue as a going concern.

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 (“Parent”) and Joway Merger Subsidiary Limited, a British Virgin Islands company and a wholly-owned

subsidiary of Parent (“Merger Sub”).

Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Dynamic

Elite (the “Merger”), with Dynamic Elite continuing as the surviving corporation as a wholly-owned subsidiary of Parent.

The special committee of the Board of Directors of the Company unanimously approved the Merger Agreement and the transactions contemplated

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 consideration for $119,070 in cash (the “Merger Consideration”).

The Company distributed the Merger Consideration to its shareholders (other than to Parent) in an amount equal to such shareholder’s

proportionate share of the Merger Consideration based on such shareholders’ percentage of the outstanding common stock of the Company.

In addition, the Company received a fairness opinion from an investment banker opining that the Merger Consideration was fair, from a

financial point of view, to the shareholders of the Company.

of December 31, 2020, the Effective Time of the Merger, the 10,000 ordinary shares of common stock of Dynamic Elite issued and outstanding

immediately which were held by the Company, were cancelled for $119,070 in cash as Merger Consideration, or $0.45 per share.

2021, the Company had received $119,070 from Crystal Globe and distributed proportionately to the Company’s minority shareholders,

other than Crystal Globe, which represented 2,646,000 shares of our common stock.

Since the remaining 17,408,000 shares of our common

stock was owned by Crystal Globe, the $0.045 per share payment for the 17,408,000 shares was offset and Crystal Globe did not receive

any cash payment in connection with the Merger.

February 3, 2022, the Company consummated the transactions contemplated by the Stock Purchase Agreement dated as of January 31, 2022

(the “Purchase Agreement”), by and among the Company, Crystal Globe and JHP Holdings, Inc., a Nevada corporation (the “Buyer”),

pursuant to which the Buyer purchased 16,644,820 shares of common stock of the Company from Crystal Globe.

The shares represent 83% of

the issued and outstanding shares of the Company on a fully diluted basis.

The purchase price for the shares paid by the Buyer was $100,000.

Pursuant to the Purchase Agreement, each of Crystal Globe, the Buyer and Company made customary representations and warranties to each

The parties agreed to certain customary post-closing covenants, including those relating to confidentiality, publicity and litigation

The Company and Crystal Globe also agreed to certain indemnification provisions as they pertain to the Buyer for breaches or

inaccuracies in their respective representations and warranties or covenants.

connection with the acquisition of the 83% by the Buyer, Jinghe Zhang, the sole officer and director of the Company, resigned and the

Buyer appointed Ramon Lata as the sole officer and director of the Company.

The executive officers of the Company are currently located

at 600 South 3 rd Street, Las Vegas, Nevada 89101.

Company Status

a result of the consummation of the Merger, as of December 31, 2020, the Company became a shell company, as that term is defined in Rule

12b-2 of the Exchange Act of 1934, as amended (the “Exchange Act”).

Going forward, our main business operations consist of

seeking a business combination with a private entity whose business would present an opportunity for its shareholders.

objectives discussed below are extremely general and are not intended to restrict discretion of our Board of Directors to search for

and enter into potential business opportunities or to reject any such opportunities.

will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may

acquire any type of business.

Further, we may acquire or combine with a venture that is in its preliminary or early stages of development,

one that is already in operation, or one that is in a more mature stage of its corporate existence.

Accordingly, business opportunities

may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation

and analysis of such business opportunities difficult and complex.

believe that there are numerous companies seeking the perceived benefits of a publicly registered corporation.

These benefits are commonly

thought to include the following:

ability to use registered securities to acquire assets or businesses;

visibility in the marketplace;

ease of borrowing from financial institutions;

stock trading efficiency

shareholder liquidity;

ease in subsequently raising capital;

to compensate key employees through stock options and other equity awards;

corporate image;

presence in the United States capital markets.

is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under

applicable federal and state securities laws.

In some circumstances, however, as a negotiated element of a transaction, we may agree

to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter.

of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a

depressive effect on that market.

respect to any merger or acquisition, negotiations with target company management are expected to focus on the percentage of our company

that the target company shareholders would acquire in exchange for all of their shareholdings in the target company.

Depending upon,

among other things, the target company’s assets and liabilities, our existing shareholders will in all likelihood hold a substantially

lesser percentage ownership interest in our company following any merger or acquisition.

The percentage ownership of our existing shareholders

may be subject to significant reduction in the event we acquire a target company with substantial assets.

Any merger or acquisition effected

by us can be expected to have a significant dilutive effect on the percentage of shares held by our shareholders at such time.

will participate in a business opportunity only after the negotiation and execution of appropriate agreements.

Although the terms of

such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto,

will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior

to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, and

will include miscellaneous other terms.

is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements,

disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants,

attorneys and others.

If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in

the related investigation would not be recoverable.

Furthermore, even if an agreement is reached for the participation in a specific

business opportunity, the failure to consummate that transaction may result in our loss of the related costs incurred.

expect to encounter substantial competition in our efforts to identify and consummate a transaction with a business opportunity.

primary competition will be from other companies organized and funded for similar purposes, small venture capital partnerships and corporations,

small business investment companies and wealthy individuals, all of which may have substantially greater financial and other resources

In view of our limited financial resources and limited management availability, we may be at a competitive disadvantage compared

to our competitors.

presently have no employees apart from Ramon Lata, our sole officer and director.

Lata is engaged in outside business activities

and anticipates that he will devote to our business limited time until the acquisition of a successful business opportunity has been

We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.

intend to hire additional management and other support personnel when we have reached a point in our proposed growth that would allow

for such employment.

In the interim, we will rely upon consultants to assist us in identifying and investigating acquisition opportunities.

to Security Holders

file annual, quarterly and current reports and other information with the SEC.

You may read and copy any reports, statement or other

information that we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C.

call the SEC at (202) 551-8090 for further information on the public reference room.

These SEC filings are also available to the

public from commercial document retrieval services and at the Internet site maintained by the SEC at http://www.sec.gov.

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 1. Business