What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2022-03-30 compared with 2021-08-16 · 263 added, 295 removed, 4 unchanged (99% of the section changed)

RISK FACTORS.

AS A SMALLER REPORTING COMPANY, WE ARE NOT

REQUIRED TO PROVIDE A STATEMENT OF RISK FACTORS.

NONETHELESS, WE ARE VOLUNTARILY PROVIDING RISK FACTORS HEREIN.

THIS ANNUAL REPORT CONTAINS

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

YOU ARE CAUTIONED THAT SUCH STATEMENTS

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

IN EVALUATING SUCH

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

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

An investment in our common

stock involves a number of very significant risks.

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

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

Our business,

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

You could lose all or part of your

investment due to any of these risks.

Risks Related To Our Business

Because we are currently considered a “shell

company”

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

may be limited by applicable regulations.

We are currently considered

a “shell company”

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

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

Accordingly, the ability of holders of our common stock

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

Specifically, shares of common stock which are considered “restricted

securities”

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

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

We have a history of losses, which raise

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

As of December 31, 2020, we

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

In addition, reported

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

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

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

On December 31, 2020, we became

a shell company.

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

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

such as the unpredictability of customers’

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

We are a shell company and may never be

able to effectuate our business plan.

As a result of the Merger,

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

for its shareholders.

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

entity whose business presents an opportunity for our shareholders.

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

effectuate our business plan.

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

The revenue and income

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

prospects of our business.

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

We cannot assure you that we will

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

We expect losses in the future because we

have no revenue.

As we have no current revenue,

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

our business plan.

A SMALLER REPORTING COMPANY, WE ARE NOT REQUIRED TO PROVIDE A STATEMENT OF RISK FACTORS.

NONETHELESS, WE ARE VOLUNTARILY PROVIDING RISK

FACTORS HEREIN.

THIS ANNUAL REPORT CONTAINS CERTAIN STATEMENTS RELATING TO FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF OUR COMPANY.

YOU ARE CAUTIONED THAT SUCH STATEMENTS ARE ONLY PREDICTIONS AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL EVENTS OR RESULTS MAY

DIFFER MATERIALLY.

IN EVALUATING SUCH STATEMENTS, YOU SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS IDENTIFIED IN THIS ANNUAL REPORT,

INCLUDING THE MATTERS SET FORTH BELOW, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING

INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE DECIDING

TO INVEST IN OUR COMPANY.

IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND

PROSPECTS FOR GROWTH WOULD LIKELY SUFFER.

AS A RESULT, YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT IN OUR COMPANY.

are a shell company and may never be able to effectuate our business plan.

a result of the Merger, the Company ceased operations and is now seeking a business combination with a private entity whose business

would present an opportunity for its shareholders.

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

combination with a private entity whose business presents an opportunity for our shareholders.

As a shell company with limited resources

we may not be able to successfully effectuate our business plan.

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

profitability.

The revenue and income potential of our proposed business and operations is unproven as the lack of operating history

makes it difficult to evaluate the future prospects of our business.

We require financing to acquire businesses and implement our business

We cannot assure you that we will be successful in obtaining financing or acquiring businesses, or in operating those acquired

businesses in a profitable manner.

expect losses in the future because we have no revenue.

we have no current revenue, we are expecting losses over the next twelve (12) months because we do not yet have any revenues to offset

the expenses associated with our business plan.

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

We recognize that if we are

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

There is no history upon which to base any assumption

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

revenues or ever achieve profitable operations.

If our business plans are not successful,

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

We will, in all likelihood,

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

This may result

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

business opportunity.

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

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

We do not have any agreement for a business

combination or other transaction.

We have no arrangement, agreement

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

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

We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations.

There is no history

upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance

that we will generate any operating revenues or ever achieve profitable operations.

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

entire investment in us.

inception, we have had no revenue.

On December 31, 2021, we had an accumulated deficit of approximately $7.4 million.

These factors raise

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

We will, in all likelihood, sustain operating expenses without corresponding

revenues, at least until the consummation of a business combination.

This may result in our incurring a net operating loss that will

increase continuously until we can consummate a business combination with a profitable business opportunity.

We cannot assure you that

we can identify a suitable business opportunity and consummate a business combination.

If we cannot continue as a going concern, our

stockholders may lose their entire investment in us.

do not have any agreement for a business combination or other transaction.

have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private

or public entity.

We cannot assure you that we will successfully identify and evaluate suitable business opportunities or that we will

conclude a business combination.

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

We cannot guarantee that

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

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

Future success is highly dependent on the

ability of management to locate and attract a suitable acquisition.

The success of our proposed

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

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

be successful in locating candidates meeting such criteria.

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

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

would be desirable.

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

the target company and numerous other factors beyond our control.

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

We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that

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

success is highly dependent on the ability of management to locate and attract a suitable acquisition.

success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the

identified target company.

While business combinations with entities having established operating histories are preferred, there can

be no assurance that we will be successful in locating candidates meeting such criteria.

The decision to enter into a business combination

will likely be made without detailed feasibility studies, independent analysis, market surveys or similar information which, if we had

more funds available to it, would be desirable.

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

dependent upon management of the target company and numerous other factors beyond our control.

We cannot assure you that we will identify

a target company and consummate a business combination.

is competition for those private companies suitable for a merger or combination transaction of the type contemplated by management.

are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful

business combination.

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

with and acquisitions of small private and public entities.

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

public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates

Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than

Consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing

a business combination.

There is competition for those private companies

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

We are in a highly competitive

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

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

of small private and public entities.

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

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

Nearly all these entities

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

Consequently, we will be at

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

These competitive

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

We have not conducted market research to

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

We have neither conducted

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

Therefore, we have no assurances

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

Our management has not identified any specific business combination

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

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

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

Decisions as to which business

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

stockholders.

Management intends to devote only a limited

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

While seeking a business combination,

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

Our sole officer has not entered into a written

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

This limited commitment may adversely impact our

ability to identify and consummate a successful business combination.

We are dependent on the services

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

potential acquisition opportunities.

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

The expansion

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

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

people if found.

The time and cost of preparing a private

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

Target companies that fail

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

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

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

The time and additional costs

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

of an acquisition.

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

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

Any potential acquisition or merger with

a foreign company may subject us to additional risks.

If we enter into a business

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

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

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

Foreign economies

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

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

We will need to raise additional capital

to execute our business plan.

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

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

We have a need for cash in

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

Our continued operations will depend

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

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

on terms acceptable to us.

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

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

If we fail to develop and maintain an effective

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

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

Effective internal controls

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

Section 404 of the Sarbanes-Oxley Act of 2002

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

We plan to comply with Section 404 by strengthening,

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

The process of strengthening our internal controls

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

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

We cannot be certain that the measures we will undertake

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

Furthermore, if we are able

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

be required to ensure our internal controls remain effective.

Failure to implement required controls, or difficulties encountered in their

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

If we discover a material weakness

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

in our financial statements and harm our stock price.

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

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

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

Investors may experience difficulties in

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

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

Our president and all of our

officers are nationals and residents of the PRC.

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

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

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

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

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

the United States or any state thereof.

If we are found to be in violation of current

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

we could be subject to severe penalties.

We currently reside solely

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

ownership of PRC companies.

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

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

Accordingly, it is possible

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

violate existing or future PRC laws, regulations or policies.

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

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

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

and our current or proposed businesses and operations.

The effectiveness

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

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

The PRC government has broad

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

levying fines;

confiscating our income;

revoking business and other licenses;

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

requiring us to restructure our ownership structure or operations;

requiring actions necessary for compliance.

In particular, licenses and

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

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

We cannot assure you that

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

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

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

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

of operations.

Risks Relating to Investment in Our Securities

An active public market for our common stock

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

We cannot predict the extent

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

Shares eligible for future sale may adversely

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

could reduce the price of our common stock.

Holders of a significant number

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

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

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

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

Rule 144 also permits

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

Any substantial

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

by creating an excessive supply.

If we fail to maintain effective internal

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

of operations and reputation could be materially and adversely affected.

The effectiveness of our internal

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

Our public Reporting obligations currently place and are

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

We have implemented measures

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

We cannot assure you that the measures

taken to improve our internal controls will be effective.

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

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

Compliance with changing regulation of corporate

governance and public disclosure will result in additional expenses.

Changing laws, regulations

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

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

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

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

from revenue generating activities to compliance activities.

We do not foresee paying cash dividends

in the near future.

We do not plan to declare

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

funding growth.

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

dividend income.

These competitive factors may reduce the likelihood of our identifying and consummating a successful business

have not conducted market research to identify business opportunities, which may affect our ability to identify a business to merge with

have neither conducted nor have others made available to us results of market research concerning prospective business opportunities.

Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us.

Our management has not

identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any

such target business or transaction will present such a level of risk that conventional private or public offerings of securities or

conventional bank financing will not be available.

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

favorable to us.

Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may

act without the consent, vote or approval of our stockholders.

intends to devote only a limited amount of time to seeking a target company, which may adversely impact our ability to identify a suitable

acquisition candidate.

seeking a business combination, our sole officer and director anticipates devoting limited time to our affairs in total.

Our sole officer

has not entered into a written employment agreement with us and is not expected to do so in the foreseeable future.

This limited commitment

may adversely impact our ability to identify and consummate a successful business combination.

are dependent on the services of our sole officer to obtain capital required to implement our business plan and for identifying, investigating,

negotiating and integrating potential acquisition opportunities.

The loss of services of our sole officer could have a substantial adverse

effect on us.

The expansion of our business will be largely contingent on our ability to attract and retain highly qualified corporate

and operations level management team.

We cannot assure you that we will find suitable management personnel or will have financial resources

to attract or retain such people if found.

time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition

with the most attractive private companies.

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

Sections 13 and 15(d) of the Exchange

Act require reporting companies to provide certain information about significant acquisitions, including audited consolidated financial

statements for the company acquired.

time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially

preclude consummation of an acquisition.

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

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

potential acquisition or merger with a foreign company may subject us to additional risks.

we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the

United States.

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

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

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

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

will need to raise additional capital to execute our business plan.

If our operations do not produce the necessary cash flow, or if we

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

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

Our continued

operations will depend upon the sustainability of cash flow from our ability to raise additional funds, as required, through equity or

debt financing.

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

will be obtainable on terms acceptable to us.

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

consequent loss to investors.

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

accomplish our goals.

we fail to develop and maintain an effective system of internal controls, we may not be able to accurately report our financial results

or prevent fraud, as a result, current and potential shareholders could lose confidence in our financial reports, which could harm our

business and the trading price of our Common Stock.

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

Section 404 of the Sarbanes-Oxley

Act of 2002 requires us to evaluate and report on our internal controls over financial reporting.

We plan to comply with Section 404

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

The process of strengthening

our internal controls and complying with Section 404 is expensive and time consuming, and requires significant management attention,

especially given that we have not yet undertaken any efforts to comply with the requirements of Section 404.

We cannot be certain that

the measures we will undertake will ensure that we will maintain adequate controls over our financial processes and reporting in the

Furthermore, if we are able to rapidly grow our business, the internal controls that we will need will become more complex, and

significantly more resources will be required to ensure our internal controls remain effective.

Failure to implement required controls,

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

If we discover a material weakness in our internal controls, the disclosure of that fact, even if the weakness is quickly remedied, could

diminish investors’ confidence in our financial statements and harm our stock price.

In addition, non-compliance with Section 404

could subject us to a variety of administrative sanctions, including the suspension of trading, ineligibility for listing on the OTC

Markets, one of the national securities exchanges, and the inability of registered broker-dealers to make a market in our Common Stock,

which would further reduce our stock price.

principal stockholder owns a substantial interest in our voting stock and investors will not have any voice in our management, which

could result in decisions adverse to our general shareholders.

Lata beneficially owns 83% of our outstanding Common Stock.

As a result, he has and will have the ability to control substantially all

matters submitted to our stockholders for approval including:

(a) election of our Board;

(b) removal of any of our directors;

of our Articles of Incorporation or bylaws;

(d) adoption of measures that could delay or prevent a change in control or impede a merger,

takeover or other business combination involving us, or (e) other significant corporate transactions.

failure to adopt certain corporate governance procedures may prevent us from obtaining a listing on a national securities exchange.

Lata is our sole officer and director.

We have no directors that are “independent” as that term is defined in the rules of

any national securities exchange.

As a result, we do not have an audit, compensation or nominating and corporate governance committee.

The functions of such committees would perform are performed by the Board as a whole.

Consequently, there is a potential conflict of

interest in Board decisions that may adversely affect our ability to become a listed security on a national securities exchange and as

a result adversely affect the liquidity of our Common Stock.

in our shares of Common Stock is limited, and will not improve unless we increase our sales, become profitable and secure more active

market makers.

Common Stock is currently quoted on Pink tier of OTC Markets Group Inc., an over-the-counter quotation system, under the symbol “GTVI.”

However, there is currently no trading market for our Common Stock and there is no assurance that a regular trading market will ever

The trading price of our securities could be subject to wide fluctuations, in response to quarterly variations in our operating

results, announcements by us or others, developments affecting us, and other events or factors.

In addition, the stock market has experienced

extreme price and volume fluctuations in recent years.

These fluctuations have had a substantial effect on the market prices for many

companies, often unrelated to the operating performance of such companies, and may adversely affect the market prices of the securities

Such risks could have an adverse effect on the stock’s future liquidity.

may, in the future, issue additional common shares and preferred shares, convertible into common shares, which would reduce investors’

percent of ownership and may dilute our share value.

Articles of Incorporation authorizes the issuance of 201,000,000 shares of capital stock, consisting of 200,000,000 shares of Common

Stock and 1,000,000 shares of preferred stock.

The future issuance of Common Stock or shares of preferred stock convertible into Common

Stock, may result in substantial dilution in the percentage of our Common Stock held by our then existing shareholders.

any Common Stock issued in the future on an arbitrary basis.

The issuance of Common Stock for future services or acquisitions or other

corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any

trading market for our Common Stock.

do not have a class of our securities registered under Section 12 of the Exchange Act.

Until we do, or we become subject to Section 15(d)

of the Exchange Act, we will be a “voluntary filer.”

are not currently required under Section 13 or Section 15(d) of the Exchange Act to file periodic reports with the SEC.

We have in the

past voluntarily elected to file some or all of these reports to ensure that sufficient information about us is publicly available to

our stockholders and potential investors.

Until we become subject to the reporting requirements under the Exchange Act, we are a “voluntary

filer” and we are currently considered a non-reporting issuer under the Exchange Act.

We will not be required to file reports under

Section 13(a) or 15(d) of the Exchange Act until the earlier to occur of:

(i) our registration of a class of securities under Section

12 of the Exchange Act, which would be required if we list a class of securities on a national securities exchange or if we meet the

size requirements set forth in Section 12(g) of the Exchange Act, or which we may voluntarily elect to undertake at an earlier date;

or (ii) the effectiveness of a registration statement under the Securities Act relating to our Common Stock.

Until we become subject

to the reporting requirements under either Section 13(a) or 15(d) of the Exchange Act, we are not subject to the SEC’s proxy rules,

and large holders of our capital stock will not be subject to beneficial ownership reporting requirements under Sections 13 or 16 of

the Exchange Act and their related rules.

As a result, our stockholders and potential investors may not have available to them as much

or as robust information as they may have if and when we become subject to those requirements.

In addition, if we do not register under

Section 12 of the Exchange Act, and remain a “voluntary filer”, we could cease filing annual, quarterly or current reports

under the Exchange Act.

common shares are subject to the “penny stock” rules of the SEC, and the trading market in our securities is limited, which

makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity

security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain

For any transaction involving a penny stock, unless exempt, the rules require:

(a) that a broker or dealer approve a person’s

account for transactions in penny stocks;

and (b) the broker or dealer receive from the investor a written agreement to the transaction,

setting forth the identity and quantity of the penny stock to be purchased.

order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

(a) obtain financial information

and investment experience objectives of the person;

and (b) make a reasonable determination that the transactions in penny stocks are

suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the

risks of transactions in penny stocks.

broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to

the penny stock market, which, in highlight form:

(a) sets forth the basis on which the broker or dealer made the suitability determination;

and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers

may be less willing to execute transactions in securities subject to the “penny stock” rules.

This may make it more difficult

for investors to dispose of our common shares and cause a decline in the market value of our stock.

also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions

payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies

available to an investor in cases of fraud in penny stock transactions.

Finally, monthly statements have to be sent disclosing recent

price information for the penny stock held in the account and information on the limited market in penny stocks.

we do not intend to pay any cash dividends on our Common Stock, our stockholders will not be able to receive a return on their shares

unless they sell them.

intend to retain any future earnings to finance the development and expansion of our business.

We do not anticipate paying any cash dividends

on our Common Stock in the foreseeable future.

Unless we pay dividends, our stockholders will not be able to receive a return on their

shares unless they sell them.

We cannot assure you that you will be able to sell shares when you desire to do so.

UNRESOLVED STAFF COMMENTS

do not currently own or rent any property.

LEGAL PROCEEDINGS.

have no knowledge of any material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary,

involved as a plaintiff or defendant in any material proceeding or pending litigation.

MINE SAFETY DISCLOSURES.

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

What changed 10-K

Item 1A. Risk Factors