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Item 9A. Controls and Procedures

2022-03-30 compared with 2021-08-16 · 714 added, 1078 removed, 169 unchanged (91% of the section changed)

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our management, under the

supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”),

has evaluated the effectiveness of our disclosure controls and procedures as defined in SEC Rules 13a-15(e) and 15d-15(e) as of the end

of the period covered by this Annual Report.

Our disclosure controls and procedures are designed to ensure that information required to

be disclosed in the Reports we file or submit under the Securities Exchange Act of 1934 (“Exchange Act”) is recorded, processed,

summarized, and Reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated

and communicated to our management including our CEO and CFO, to allow timely decisions regarding required disclosures.

Based on their evaluation,

our CEO and CFO have concluded that, as of December 31, 2020, our disclosure controls and procedures were not effective.

Management Report on Internal Control over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial Reporting, as such term is defined in Exchange Act Rules 13a-15(f)

and 15d-15(f).

Our internal control over financial Reporting was designed to provide reasonable assurance to the Company’s management

and board of directors regarding the preparation and fair presentation of published consolidated financial statements.

Internal control

over financial Reporting is promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s

principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel,

to provide reasonable assurance regarding the reliability of financial Reporting and the preparation of financial statements for external

purposes in accordance with generally accepted accounting principles.

Internal control over financial Reporting, no matter how well designed,

has inherent limitations and may not prevent or detect misstatements.

Therefore, even effective internal control over financial Reporting

can only provide reasonable assurance with respect to the financial statement preparation and presentation.

Our management has conducted,

with the participation of our CEO and CFO, an assessment, including testing of the effectiveness, of our internal control over financial

Reporting as of December 31, 2020.

Management’s assessment of internal control over financial Reporting was conducted using the

criteria in Internal Control - Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission

Based on such evaluation, management identified deficiencies that were determined to be a material weakness.

A material weakness is a deficiency,

or a combination of deficiencies, in internal control over financial Reporting, such that there is a reasonable possibility that a material

misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

of the material weakness described below, management concluded that our internal controls over financial Reporting were not effective

as of December 31, 2020.

The specific material weakness

identified by the Company’s management as of December 31, 2020 is described as follows:

We did not have sufficient

skilled accounting personnel that are either qualified as Certified Public Accountants in the U.S.

or that have received education from

institutions or other educational programs that would provide enough relevant education relating to U.S.

The Company’s

CFO and Financial Manager have worked for U.S.

listed companies but have limited experience with U.S.

GAAP and are not U.S.

Public Accountants.

Further, our operating subsidiaries are based in China, and in accordance with PRC laws and regulations, are required

to comply with PRC GAAP, rather than U.S.

Thus, the accounting skills and understanding necessary to fulfill the requirements of

GAAP-based Reporting, including the preparation of consolidated financial statements, are inadequate, and determined to be a material

Remediation Initiative

We have started a training program in the principles and rules of U.S.

GAAP, SEC reporting requirements and the application thereof.

The program is provided by an independent training institution, for our finance and accounting personnel, including our Chief Financial Officer, Financial Manager and others.

We are in the process of designing a program to provide ongoing company-wide training regarding the Company’s internal controls, with particular emphasis on our finance and accounting staff.

In 2011 we established the position of internal audit manager.

From September 2011 to July 2012, we hired an internal audit manager who implemented an internal review process over financial reporting to review all recent accounting pronouncements and to verify that the accounting treatments identified in such report have been fully implemented and confirmed by our internal control department.

We believe that the foregoing

steps will remediate the significant deficiencies identified above, and we will continue to monitor the effectiveness of these steps and

make any changes that our management deems appropriate.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation

and presentation.

Despite the material weakness

and deficiencies Reported above, our management believes that our consolidated financial statements included in this Report fairly present

in all material respects our financial condition, results of operations and cash flows for the periods presented and that this Report

does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light

of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report.

This Annual Report does not

include an attestation Report of our registered public accounting firm regarding internal control over financial Reporting.

Management’s

Report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to

provide only management’s Report in this Annual Report.

Changes in Internal Control over Financial Reporting

There were no significant

changes in our internal controls over financial Reporting that occurred for the year ended December 31, 2020, that have materially affected,

or are reasonably like to materially affect, our internal controls over financial Reporting.

Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Exchange

Act that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the

Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms

and that such information is accumulated and communicated to our senior management, consisting of Ramon Lata, President, Treasurer

and Secretary (Principal Executive Officer and Principal Financial Officer), as appropriate to allow timely decisions regarding

required disclosure.

carried out an evaluation, under the supervision and with the participation of our senior management, consisting of Ramon Lata, President,

Secretary and Treasurer (Principal Executive Officer and Principal Financial Officer) of the effectiveness of the design and operation

of our disclosure controls and procedures as of December 31, 2021.

Based on the evaluation of these disclosure controls and procedures,

and in light of the material weaknesses found in our internal controls over financial reporting, Mr.

Ramon Lata, President, Treasurer

and Secretary (Principal Executive Officer and Principal Financial Officer) concluded that our disclosure controls and procedures were

not effective.

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over

financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the

supervision of, our principal executive and principal financial officers and effected by our Board, management and other personnel, to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and

procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and

dispositions of our assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with accounting principles generally accepted in the United States and that receipts and expenditures of the

company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material

effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

All internal control systems, no matter how well designed,

have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect

to financial statement preparation and presentation.

Because of the inherent limitations of internal control, there is a risk that material

misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent

limitations are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to

reduce, though not eliminate, this risk.

of December 31, 2021, our management, consisting solely of Ramon Lata, President, Treasurer and Secretary (Principal Executive Officer

and Principal Financial Officer), assessed the effectiveness of our internal control over financial reporting based on the criteria for

effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of

Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments.

on that evaluation, we believe that, during the period covered by this report, such internal controls and procedures were not effective

to detect the inappropriate application of US GAAP rules as more fully described below.

This was due to deficiencies that existed in

the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may

be considered to be material weaknesses.

matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the

Public Company Accounting Oversight Board were:

(1) lack of a functioning audit committee and a lack of independent directors on our

Board, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

(2) inadequate

segregation of duties consistent with control objectives;

and (3) ineffective controls over period end financial disclosure and reporting

The aforementioned material weaknesses were identified by Mr.

Lata, President, Treasurer and Secretary (Principal Executive

Officer and Principal Financial Officer) in connection with the review of our financial statements as of December 31, 2021.

believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results.

management believes that the lack of a functioning audit committee and the lack of independent directors on our Board results in ineffective

oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement

in our financial statements in future periods.

Remediation Initiatives

an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated,

or plan to initiate, the following series of measures:

we are able to secure additional working capital, we will create a position to segregate duties consistent with control objectives and

will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us.

also plan to appoint one or more outside directors to our Board who shall be appointed to an audit committee resulting in a fully functioning

audit committee which will undertake the oversight in the establishment and monitoring of required internal controls and procedures such

as reviewing and approving estimates and assumptions made by management.

believes that the appointment of one or more independent directors, who shall be appointed to a fully functioning audit committee, will

remedy the lack of a functioning audit committee and a lack of a majority of independent directors on our Board.

anticipate that these initiatives will be implemented in conjunction with the acquisition of a business.

in Internal Control over Financial Reporting

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 new sole officer and director of the Company.

The executive officers of the Company are currently located

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

OTHER INFORMATION.

DIRECTORS, EXECUTIVE OFFICERS

AND CORPORATE GOVERNANCE.

Our Board of Directors

The Board of Directors is

presently composed of three members:

Jinghe Zhang, Jun Pang and Haibo Fan.

Zhang serves as Chairman of the Board of Directors.

November 27, 2018, the Board of Directors appointed Jun Pang and Haibo Fan as directors of the Company.

The Board determined that Mr.

Fan are independent directors within the meaning set forth in the rules and regulations of the SEC, as currently in effect.

There are no family relationships between any director and executive officer.

The following table sets forth

certain information concerning our current directors:

Director Since

President, Chief Executive Officer, Chairman and Director

Independent Director

The following is a summary

of the biographical information of our directors:

JINGHE ZHANG, age 55, is the

founder of Tianjin Joway Shengshi.

Zhang has extensive experience in business management and product marketing.

He has served as Chairman

of the Board and CEO for Joway Shengshi since its incorporation in 2007.

Since January 2005 he has served as the Chairman and general

manager for Shenyang Joway.

From May 2003 to December 2004, he served as Chairman and general manager of Shenyang Dazhou Healthcare Products

He headed the marketing department of Tianjin Tianshi Biological Engineering Co., Ltd.

from July 2000 to May 2003.

1988 to July 2000, he was employed as sales manager by Tianjin Hardware Procurement & Supply Station.

Zhang received his bachelor

degree in economics from Tianjin University of Finance and Economics in July 1988.

Jun Pang, age 49, was appointed

to the Company’s Board of Directors on November 27, 2018.

Pang has been the Purchasing and Logistics Manager for Evonik Specialty

Chemicals (Jilin) Co., Ltd., where he has served as such since 2013.

Prior to transitioning to his current role, Mr.

Pang served since

2004 as purchasing manager, and from 2004 to 2010 he was also logistics manager for BASF Petrochina Pentyl Glycol Co., Ltd.

Jun Pang resigned as a director

of the Company effective as of April 29, 2021.

Haibo Fan, age 48, was appointed

to the Company’s Board of Directors on November 27, 2018.

Fan has been the financial controller for Jilin Petrochemical Co.,

(“Jilin”), where he has served in that role since October 2007.

He previously served as Jilin’s vice chief in the

budget and internal accounting control departments from May 2003 until becoming Jilin’s financial controller in October 2007.

March 2002 to May 2003, Mr.

Fan served as director of investment in the office of the Secretary of the Board of China Petroleum Jilin

Chemical Engineering & Construction Co., Ltd.

Haibo Fan resigned as a director

of the Company effective as of April 29, 2021.

Our directors hold their position

until the next annual meeting of shareholders and until their successors are elected and qualified by our shareholders, or until earlier

death, retirement, resignation or removal.

Involvement in Certain Legal Proceedings

To our knowledge, during the

last ten years, none of our directors and executive officers (including those of our subsidiaries) has:

Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Audit Committee

We do not presently have an

audit committee.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Board of Directors

Board of Directors is presently composed of one member, Ramon Lata, who was appointed effective as of February 3, 2022.

also appointed as the President, Treasurer and Secretary of the Company.

December 2021, Ramon Lata has been a vice president at Wilhelmina International, a model and talent agency.

Lata was a vice president

at Factor Chosen LLC from April 2015 until September 2017, when it was acquired by MP Management.

From September 2017 until November

Lata was a vice president at Select Model LA., until it was acquired by MP Management.

directors hold their position until the next annual meeting of shareholders and until their successors are elected and qualified by our

shareholders, or until earlier death, retirement, resignation or removal.

in Certain Legal Proceedings

our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:

a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at

the time of the bankruptcy or within two years prior to that time.

convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor

subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities

or banking activities.

found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated

a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization,

any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members

or persons associated with a member.

do not presently have an audit committee.

Our Board of Directors currently acts as our audit committee.

Compensation Committee

We do not presently have a

compensation committee.

do not presently have a compensation committee.

Our Board of Directors currently acts as our compensation committee.

Nominating Committee

We do not presently have a

nominating committee.

do not presently have a nominating committee.

Our Board of Directors currently acts as our nominating committee.

Code of Ethics

On May 11, 2012, our Board

of Directors approved a renewed Code of Ethics which is applicable to our officers and senior executives, which include our Chief Financial

Officer, Treasurer and Chief Accounting Officer.

This Code embodies our commitment to conduct business in accordance with the highest

ethical standards and applicable laws, rules and regulations.

We will provide any person a copy of our Code of Ethics, without charge,

upon written request to the Company’s Secretary.

Requests should be addressed in writing to Jinghe Zhang (No.

19, Baowang Road,

Baodi Economic Development Zone, Tianjin, PRC 301800).

Our Executive Officers and Other Significant Employees

Set forth below is information

regarding our current executive and certain key officers, including officers of our operating subsidiaries.

President, Chief Executive Officer, Chairman of the Board and Director

Chief Financial Officer, Secretary and Treasurer

JINGHE ZHANG is

the founder of Joway Shengshi.

Zhang has extensive experience in business management and product marketing.

He has served as

Chairman of the Board and CEO for Joway Shengshi since its incorporation in 2007.

Since January 2005 he has served as the Chairman and

general manager for Shenyang Joway.

From May 2003 to December 2004, he served as Chairman and general manager of Shenyang Dazhou Healthcare

Products Co., Ltd.

He headed the marketing department of Tianjin Tianshi Biological Engineering Co., Ltd.

from July 2000 to May 2003.

From July 1988 to July 2000, he was employed as sales manager by Tianjin Hardware Procurement & Supply Station.

received his bachelor degree in economics from Tianjin University of Finance and Economics in July 1988.

YUAN HUANG has

served as the Chief Financial Officer of Joway Shengshi since September 2009.

Prior to his appointment as Joway Shengshi’s Chief

Financial Officer, he was a Senior Financial Manager of Tianjin Tianshi Group Co., Ltd.

from September 2005 to August 2009.

From November

2003 to July 2005, he served as financial manager of Herbie (Tianjin) Electronics Co., Ltd.

From December 1998 to November

2003, he served as Section Chief of the Budget Department of Bridgestone Tires (Tianjin) Co., Ltd.

Huang received his master

degree and bachelor degree in accounting from Tianjin University of Finance and Economics in July 2009 and July 1993, respectively.

May 11, 2012, our Board of Directors approved a renewed Code of Ethics which is applicable to our officers and senior executives, which

include our Chief Financial Officer, Treasurer and Chief Accounting Officer.

This Code embodies our commitment to conduct business in

accordance with the highest ethical standards and applicable laws, rules and regulations.

We will provide any person a copy of our Code

of Ethics, without charge, upon written request to the Company’s Secretary.

Requests should be addressed in writing to Joway Health

Group Industries Group Inc., attn:

Ramon Lata, 600 South 3 rd Street, Las Vegas, Nevada 89101.

Executive Officers

Lata, who was appointed effective as of February 3, 2022, is our sole officer.

EXECUTIVE COMPENSATION.

Executive Officer Compensation

The following is a summary

of the compensation we paid to our Chief Executive Officers for the fiscal years ended December 31, 2020 and 2019.

This includes all compensation,

including any compensation paid to our Chief Executive Officers by any of our subsidiaries.

No executive officer received compensation

in excess of $100,000 in 2020 or 2019.

Summary Compensation Table

principal position

Option awards

Non-equity incentive plan

Officer Compensation

following is a summary of the compensation we paid to our Chief Executive Officer for the fiscal years ended December 31, 2021 and 2020.

This includes all compensation, including any compensation paid to our Chief Executive Officers by any of our subsidiaries.

officer received compensation in excess of $100,000 in 2021 or 2020.

Compensation Table

Name and principal position

Jinghe Zhang President, Chief Executive Officer

The amount of $21,500 in the table above represents the compensation received by Mr.

Zhang for the entire year of 2020.

The amount of $31,311 in the table above represents the compensation received by Mr.

Zhang was the principal executive officer of the Company until February 3, 2022, when Crystal Globe Limited sold 83% of the issued and

outstanding shares to JHP Holdings, Inc.

amount of $21,500 in the table above represents the compensation received by Mr.

Zhang for the entire year of 2021.

Employment Agreements with Executive Management

On September 28, 2010, we

entered into an employment agreement with each of Mr.

Jinghe Zhang and Mr.

Under their respective agreements, Mr.

is employed as our President and Chief Executive Officer for a term of three years at a monthly salary of RMB 7,000 (approximately $1,070),

and Yuan Huang is employed as our Chief Financial Officer, Secretary and Treasurer for a term of three years and a monthly salary of RMB

5,000 (approximately $746).

These employment agreements were renewed on September 28, 2013, 2016 and 2019 for the same terms.

to these agreements, neither party may terminate the employment agreement without cause.

There were no stock options

and no common shares set aside for any stock option plan as of December 31, 2020.

Aggregated Option Exercises and Fiscal Year-End

Option Value Table

There were no stock options

exercised during the fiscal year ended December 31, 2020, by the executive officer named in the Executive Compensation Table.

Long-Term Incentive Plan (“LTIP”)

There were no awards made

to a named executive officer in the last completed fiscal year under any LTIP.

Director Compensation

On November 27, 2018, the

Board of Directors appointed Jun Pang and Haibo Fan as independent directors of the Company.

In connection with the appointment of the

new directors to the Board, the Company has agreed to pay (i) Jun Pang annual cash compensation in the amount of $12,000;

and (ii) Haibo

Fan annual cash compensation in the amount of $12,000.

The following is a summary of the compensation to our directors for the fiscal

year ended December 31, 2020.

Director Compensation

Fees earned or paid in cash

Option awards

Non-equity incentive plan

Nonqualified deferred

Ramon Lata, our current principal executive officer and principal financial and accounting officer, is serving in such capacity without

compensation.

were no stock options and no common shares set aside for any stock option plan as of December 31, 2021.

Option Exercises and Fiscal Year-End Option Value Table

were no stock options exercised during the fiscal year ended December 31, 2021, by the executive officer named in the Executive Compensation

Incentive Plan (“LTIP”) Awards Table

were no awards made to a named executive officer in the last completed fiscal year under any LTIP.

following is a summary of the compensation we paid to our directors for the fiscal year ended December 31, 2021.

earned or paid in cash

incentive plan

compensation earnings

All other compensation

Each of Messrs.

Pang and Fan resigned as directors of the Company

effective as of April 29, 2021.

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

The following table sets forth

information regarding beneficial ownership of our common stock as of August 5, 2021 (i) by each person who is known by us to beneficially

own more than 5% of our common stock;

other compensation

of April 29, 2021, Jun Pang and Haibo Fan resigned as independent directors of the Company.

Ramon Lata, our current sole director, is serving in such capacity without compensation.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

following table sets forth information regarding beneficial ownership of our common stock as of March 29, 2022 (i) by each person

who is known by us to beneficially own more than 5% of our common stock;

(ii) by each of our officers and directors;

and (iii) by all of our officers and directors

Unless otherwise indicated, the address of each listed stockholder is c/o Joway Health, Inc., No.

19 Baowang Road, Baodi

Economic Development Zone, Tianjin City, PRC 300180.

Name and Address

Number of Shares

all of our officers and directors as a group.

Unless otherwise indicated, the address of each listed stockholder is c/o Joway Health

Industries Group, Inc., 600 South 3 rd Street, Las Vegas, Nevada 89101.

determining beneficial ownership of our common stock as of a given date, the number of shares shown includes shares of common stock which

may be acquired on exercise of warrants or options or conversion of convertible securities within 60 days of that date.

In determining

the percent of common stock owned by a person or entity on March 29, 2022, (a) the numerator is the number of shares of the class

beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options

and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding

on March 29, 2022, and (ii) the total number of shares that the beneficial owner may acquire upon conversion of the preferred and

on exercise of the warrants and options, subject to limitations on conversion and exercise.

Unless otherwise stated, each beneficial

owner has sole power to vote and dispose of its shares.

number of shares issued and outstanding as of March 29, 2022 was 20,054,000.

Beneficially Owned

Owner of More than 5% of Class

Crystal Globe Limited (2)

Box 957, Offshore Incorporations Centre, Road Town

Tortola, British Virgin Islands

Director and Executive Officers

Jinghe Zhang (3)

All directors and executive officers (2 persons)

Under 1% of the issued and outstanding shares as of August 5, 2021.

In determining beneficial ownership of our common stock as of a given date, the number of shares shown includes shares of common stock which may be acquired on exercise of warrants or options or conversion of convertible securities within 60 days of that date.

In determining the percent of common stock owned by a person or entity on August 5, 2021, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on August 5, 2021, and (ii) the total number of shares that the beneficial owner may acquire upon conversion of the preferred and on exercise of the warrants and options, subject to limitations on conversion and exercise.

Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

Crystal Globe holds a total of 17,408,000 shares of the Company’s common stock.

As the shareholder and executive director of Crystal Globe, Mr.

Zhang is the beneficial owner of the shares of the Company held by Crystal Globe.

Includes 17,408,000 shares held by Crystal Globe Ltd.

Zhang is the shareholder and executive director of Crystal Globe and as such has voting and dispositive control over the shares held by Crystal Globe.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE.

The following are transactions

for the last two completed fiscal years and any currently proposed transaction, in which the registrant was or is to be a participant

and the amount involved exceeds the less of $120,000 or one percent of the average of the registrant’s total assets at December

31, 2020 and 2019, and in which any of the following persons had or will have a direct or indirect material interest.

of More than 5% of Class

Holdings, Inc.

and Executive Officers

directors and executive officers (1 persons)

Holdings, Inc.

holds a total of 16,644,820 shares of the Company’s common stock.

the shareholder and executive director of JHP Holdings, Mr.

Lata is the beneficial owner

of the shares of the Company held by JHP Holdings.

the 16,644,820 shares held by JHP Holdings, Inc.

Lata is the sole shareholder and executive officer and director of JHP Holdings

and as such has voting and dispositive control over the shares held by JHP Holdings.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

following are transactions for the last two completed fiscal years and any currently proposed transaction, in which the registrant was

or is to be a participant and the amount involved exceeds the less of $120,000 or one percent of the average of the registrant’s

total assets at December 31, 2021 and 2020, and in which any of the following persons had or will have a direct or indirect material

director or executive officer;

immediate family member of a director or executive officer, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,

father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such director, executive officer and any person (other

than a tenant or employee) sharing the household of such director or executive officer;

immediate family member of a director or executive officer, which means any child, stepchild, parent, stepparent, spouse, sibling,

mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such director, executive officer and

any person (other than a tenant or employee) sharing the household of such director or executive officer;

person who was in any of the following categories when a transaction in which such person had a direct or indirect material interest

occurred or existed:

person who is known to the registrant to be the beneficial owner of more than five percent of any class of the registrant’s voting

person who is known to the registrant to be the beneficial owner of more than five percent of any class of the registrant’s

voting securities;

immediate family member of any such security holder, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,

father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such security holder, and any person (other than a tenant

or employee) sharing the household of such security holder.

Transactions with Jinghe Zhang

On May 10, 2007, one of our operating subsidiaries, Joway Shengshi entered into a cash advance agreement with Mr.

Jinghe Zhang, our President, Chief Executive Officer and director.

Pursuant to the agreement, Mr.

Jinghe Zhang agreed to advance operating capital to Joway Shengshi.

These advances are interest free, unsecured and are repayable upon demand.

During the years of 2020 and 2019, we received $158,930 and $55,625 of these advances, respectively.

As of December 31, 2020, the total unpaid principal balance due to Mr.

Jinghe Zhang for advances was $233,693.

The patents that we used during the year ended December 31, 2020 are owned by our Chief Executive Officer, Mr.

father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such security holder, and any person (other than

a tenant or employee) sharing the household of such security holder.

with Crystal Globe

November 20, 2020, we entered into a Merger Agreement (the “Merger Agreement”) with Crystal Globe Limited, a British Virgin

Islands company which is a majority shareholder of Joway and the other parties signatory thereto.

See “Business-Recent Events-

Entry into a Material Definitive Agreement”.

Upon completion of the transactions contemplated by the Merger Agreement, Crystal

Globe acquired all our business in consideration for $119,070 in cash (the “Merger Consideration”).

The Company has distributed

the Merger Consideration to its shareholders (other than Crystal Globe) 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.

with Jinghe Zhang

the years ended December 31, 2021 and 2020, we received financial supports of $66,235 and $182,515 from our former CEO and chairman,

Jinghe Zhang.

Pursuant to a license agreement with our President, Chief Executive Officer and director, Mr.

Jinghe Zhang, we are permitted to use two patents for free from the effective date to the expiration date of each patent.

As of April 28, 2021, Jinghe

Zhang released the Company from $295,928.47 of indebtedness owed to him from the Company.

There is no further indebtedness owed from or

to Jinghe Zhang by the Company.

Transactions with Joway Shengshi

Joway Shengshi is a company

of the discontinued operations.

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

During the years of 2020 and 2019,

we received $23,585 and $51,958 of advances from Joway Shengshi, respectively.

As of December 31, 2020, the total unpaid principal balance

due to Joway Shengshi for advances was $459,853.

As of April 28, 2021, Joway

Shengshi released the Company from $463,697.67 of indebtedness owed to it from the Company.

There is no further indebtedness owed from

or to Joway Shengshi by the Company.

Other Related Party Transactions

Except as disclosed in this

Annual Report, no executive officer, director or any member of these individuals’

immediate families, any corporation or organization

with whom any of these individuals is an affiliate or any trust or estate in which any of these individuals serve as a trustee or in a

similar capacity or has a substantial beneficial interest in is or has been indebted to us at any time since the beginning of our last

(See Item I Business - Recent Developments - Entry into a Material Definitive Agreement & Completion of Acquisition or

Disposition of Assets)

Procedures for Approval of Related Party Transactions

Our Director Board is charged

with reviewing and approving all potential related party transactions.

All such related party transactions must then be reported

under applicable SEC rules.

We have not adopted other procedures for review, or standards for approval, of such transactions, but instead

review them on a case-by-case basis.

The loans due to him are for our daily operating activities without interest charge and due on demand.

April 28, 2021, the Company entered into an agreement with Mr.

Jinghe Zhang to release the Company from $295,928 of indebtedness owed

As of December 31, 2021 and 2020, the total unpaid principal balance due to Mr.

Jinghe Zhang for advances was $3,999 and $233,693,

respectively.

with Joway Shengshi

Shengshi was one of the Company’s subsidiaries but has been sold via the Merger Agreement on December 31, 2020.

owns 99% of the equity interest in Joway Shengshi.

For the years ended December 31, 2021 and 2020, we received $3,844 and $0 of advances

from Joway Shengshi, respectively, for our daily operating activities.

April 28, 2021, Joway Shengshi released the Company from $463,698 of indebtedness owed to it.

As of December 31, 2021 and 2020, the total

unpaid principal balance due to Joway Shengshi was $0.

Related Party Transactions

as disclosed above, no executive officer, director or any member of these individuals’ immediate families, any corporation or organization

with whom any of these individuals is an affiliate or any trust or estate in which any of these individuals serve as a trustee or in

a similar capacity or has a substantial beneficial interest in is or has been indebted to us at any time since the beginning of our last

for Approval of Related Party Transactions

Director Board is charged with reviewing and approving all potential related party transactions.

All such related party transactions

must then be reported under applicable SEC rules.

We have not adopted other procedures for review, or standards for approval, of such

transactions, but instead review them on a case-by-case basis.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

For each fiscal year of 2020

and 2019, we incurred aggregate fees and expenses of $55,000 and $79,000, respectively, from HHC for works completed for our annual audits

and quarterly reviews.

Audit-Related Expenses

Audit-related expenses for

2020 and 2019 were $0 and $1,007, respectively.

We incurred aggregate fees

and expenses of $0 for each fiscal year of 2020 and 2019, respectively.

All Other Fees

We incurred other fees of

$0 for each fiscal year of 2020 and 2019.

Policy on Audit Committee Pre-Approval of Audit and Permissible

Non-Audit Services of Independent Auditors

Since we did not have a formal

audit committee, our board of directors served as our audit committee.

We have not adopted pre-approval policies and procedures with respect

to our accountants in 2019.

All of the services provided and fees charged by our independent registered accounting firms in 2020 were

approved by the board of directors.

Our Board of Directors has

reviewed and discussed with HHC, our audited financial statements contained in this Annual Report on Form 10-K for the 2020 and 2019 fiscal

The Board of Directors also has discussed with HHC, the matters required to be discussed pursuant to SAS No.

61 (Codification of

Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of our

financial statements.

Our Board of Directors has

received and reviewed the written disclosures and the letter from HHC required by Independence Standards Board Standard No.1 (Independence

Discussions with Audit Committees), and has discussed with HHC its independence from our company.

Our Board of Directors has

considered whether the provision of services other than audit services is compatible with maintaining auditor independence.

review and discussions referred to above, the Board of Directors determined that the audited financial statements be included in our Annual

Report on Form 10-K for our 2020 and 2019 fiscal years for filing with the SEC.

each fiscal year of 2021 and 2020, we incurred aggregate fees and expenses of $10,000 and $79,000, respectively, from HHC for works completed

for our annual audits and quarterly reviews.

Audit-Related

Audit-related

expenses for 2021 and 2020 were $0, respectively.

incurred aggregate fees and expenses of $0 for each fiscal year of 2021 and 2020, respectively.

incurred other fees of $0 for each fiscal year of 2021 and 2020.

on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

we did not have a formal audit committee, our board of directors served as our audit committee.

We have not adopted pre-approval policies

and procedures with respect to our accountants in 2020.

All of the services provided and fees charged by our independent registered accounting

firms in 2021 were approved by the board of directors.

Board of Directors has reviewed and discussed with HHC, our audited financial statements contained in this Annual Report on Form 10-K

for the 2021 and 2020 fiscal years.

The Board of Directors also has discussed with HHC, the matters required to be discussed pursuant

61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related

to the conduct of the audit of our financial statements.

Board of Directors has received and reviewed the written disclosures and the letter from HHC required by Independence Standards Board

Standard No.1 (Independence Discussions with Audit Committees), and has discussed with HHC its independence from our company.

Board of Directors has considered whether the provision of services other than audit services is compatible with maintaining auditor

independence.

Based on the review and discussions referred to above, the Board of Directors determined that the audited financial statements

be included in our Annual Report on Form 10-K for our 2021 and 2020 fiscal years for filing with the SEC.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

All agreements with suppliers

that accounted for more than 10% of our revenues are filed as exhibits in the following.

Articles of Incorporation (1)

Specimen of Common Stock Certificate (1)

Description of Capital Stock

Share Exchange Agreement, dated October 1, 2010, by and among G2 Ventures, Crystal Globe and Dynamic Elite (3)

Consulting Services Agreement, dated September 16, 2010, by and between Junhe Consulting and Joway Shengshi (3)

Operating Agreement, dated September 16, 2010, by and between Junhe Consulting and Joway Shengshi (3)

Option Agreement, dated September 16, 2010, by and between Junhe Consulting and Joway Shengshi (3)

Proxy Agreement, dated September 16, 2010, by and between Junhe Consulting and Joway Shengshi (3)

Equity Pledge Agreement, dated September 16, 2010, by and between Junhe Consulting and Joway Shengshi (3)

Cash Advance Agreement, dated May 10, 2007, by and between Jinghe Zhang and Joway Technology (3)

Cash Advance Agreement, dated May 10, 2007, by and between Jinghe Zhang and Joway Shengshi (3)

Property Lease Agreement, dated June 25, 2009, by and between Joway Shengshi and Aiying Wang (3)

Property Lease Agreement, dated June 25, 2009, by and between Joway Shengshi and GuifenFeng (3)

Supply Agreement, dated October 1, 2008, by and between Tianjin Daxing Import & Export Trade Co., Ltd.

and Joway Technology (3)

Supply Agreement, dated October 9, 2008, by and between Tianjin Daxing Import & Export Trade Co., Ltd.

and Joway Shengshi (3)

Supply Agreements, by and between Shenyang Joway and Joway Shengshi (3)

Trademark & Patent License Agreement, dated December 1, 2009, by and between Joway Shengshi and Jinghe Zhang (3)

Trademark License Agreement, dated December 1, 2009, by and between Joway Shengshi and Shenyang Joway (3)

Employment Agreement, dated September 28, 2010, by and between G2 Ventures and Jinghe Zhang (3)

Employment Agreement, dated September 28, 2010, by and between G2 Ventures and Yuan Huang (3)

Entrust Agreement, dated February 20, 2009, by and between Joway Shengshi and Changlong Si (3)

Entrust Agreement, dated June 2, 2010, by and between Lionel Evan Liu and Jinghe Zhang (4)

Standard Form of Franchise Agreement (4)

Loan Agreement, dated May 7, 2007, by and between Shenyang Joway Industry Development Co., Ltd.

and Tianjin Joway Textile Co., Ltd.

Loan Agreement, dated May 10, 2007, by and between Shenyang Joway Industry Development Co., Ltd.

and Liaoning Joway Technology Engineering Co., Ltd.

Supply Agreement, dated October 1, 2008, by and between Tianjin Daxing Import & Export Trade Co., Ltd.

and Liaoning Joway Technology Engineering Co., Ltd.

Supply Agreement, dated October 1, 2008, by and between Tianjin Daxing Import & Export Trade Co., Ltd.

and Tianjin Joway Textile Co., Ltd.

Supply Agreement, dated December 20, 2009, by and between Tianjin Joway Textile Co., Ltd.

And Shenyang Joway Industrial Development Co., Ltd.

CITIC Trust Agreement (6)

Stockholder’s Rights Transfer Agreement, dated July 9, 2010, by and between Chen Jingyun and Tianjin Joway Shengshi Group Co., Ltd.

Stockholder’s Rights Transfer Agreement, dated July 25, 2010, by and between Chen Jingyun and Tianjin Joway Shengshi Group Co., Ltd.

Stockholder’s Rights Transfer Agreement, dated July 28, 2010, by and between Wang Aiying and Tianjin Joway Shengshi Group Co., Ltd.

Call Option Agreement, dated July 20, 2010, by and between Lionel Evan Liu and Individual Listed in Schedule A (6)

CITIC Trust Agreement (7)

Oral Amendment to Stockholder’s Rights Transfer Agreement, dated July 9, 2010, between Tianjin Joway Shengshi Group Co., Ltd, and Chen Jingyun (7)

Oral Amendment to Stockholder’s Rights Transfer Agreement, dated July 9, 2010 and July 28, 2010, between Tianjin Joway Shengshi Group Co., Ltd, and Wang Aiying (7)

Cooperative Contract between Joway Shengshi and Tianjin Hezhi Pharmaceutical Co.

Agreement, dated as of November 20, 2020, by and among Crystal Globe Limited, Joway Health Industries Group Inc., Dynamic Elite International

Limited and Joway Merger Subsidiary Limited (9)

Agreement, dated as of November 20, 2020, by and among Crystal Globe Limited, Joway Health Industries Group Inc., Dynamic

Elite International Limited and Joway Merger Subsidiary Limited (2)

Purchase Agreement, dated as of January 3, 2022, by and among Crystal Globe Limited,

Joway Health Industries Group Inc.

and JHP Holdings, Inc.

Code of Ethics (4)

of Subsidiaries (10)

List of Subsidiaries*

Certification of the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

Certification of the Principal Executive Officer of Registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

Certification of the Principal Financial Officer of Registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

(1) Incorporated

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

by reference to the exhibits to our registration statement on Form SB-2 filed with the SEC on September 11, 2003.

(2) Incorporated

by reference to the exhibits to our Annual Report on Form 10-K filed with the SEC on March 1, 2010.

(3) Incorporated

by reference to the exhibits to our current Report on Form 8-K filed with the SEC on October 7, 2010.

(4) Incorporated

by reference to the exhibits to our Annual Report on Form 10-K filed with the SEC on April 14, 2011.

(5) Incorporated

by reference to the exhibits to our Annual Report on Form 10-K Amendment No.

1 filed with the SEC on November 15, 2011.

(6) Incorporated

by reference to the exhibits to our current Report on Form 8-K Amendment No.

1 filed with the SEC on June 13, 2011.

(7) Incorporated

by reference to the exhibits to our current Report on Form 8-K Amendment No.

2 filed with the SEC on November 15, 2011.

(8) Incorporated

by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on November 25, 2020.

by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on February 10, 2022.

by reference to the exhibits to our Annual Report on Form 10-K filed with the SEC on March 1, 2010.

(9) Incorporated by reference to the exhibits to our Current

Report on Form 8-K filed with the SEC on November 25, 2020.

(10) Incorporated by reference to the exhibits to our Annual Report

on Form 10-K filed with the SEC on March 30, 2021.

FORM 10–K SUMMARY

Pursuant to the requirements of Section 13

or 15(d) of the Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto

duly authorized.

August 16, 2021

FORM 10–K SUMMARY

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this Report to be signed

on its behalf by the undersigned, thereunto duly authorized.

March 29, 2022

HEALTH INDUSTRIES GROUP INC.

and Chief Executive Officer

Executive Officer and Principal Financial and Accounting Officer)

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this Report to be signed

on its behalf of the registrant and in the capacities and on the dates indicated.

Executive Officer

Financial Officer

Financial and Accounting Officer)

Pursuant to the requirements of Section 13 or 15(d) of the Exchange

Act of 1934, the registrant has duly caused this Report to be signed on its behalf of the registrant and in the capacities and on the

dates indicated.

/s/ JINGHE ZHANG

August 16, 2021

Chief Executive Officer and

Chairman\(Principal Executive Officer)

/s/ YUAN HUANG

Chief Financial Officer

August 16, 2021

(Principal Financial and Accounting Officer)

JOWAY HEALTH INDUSTRIES GROUP INC.

AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Consolidated Financial Statements:

Consolidated Balance Sheets as of December 31, 2020 and 2019

Consolidated Statements of Operations and Comprehensive Income For the Years Ended December 31, 2020 and 2019

Consolidated Statement of Changes in Stockholders’

Equity For the Years Ended December 31, 2020 and 2019

Consolidated Statements of Cash Flows For the Years Ended December 31, 2020 and 2019

Notes to Consolidated Financial Statements

(Principal Executive Officer and Principal Financial and Accounting Officer)

Report of Independent Registered Public Accounting

4 unchanged sentences

of Joway Health Industries Group Inc.

(the Company) as of December 31, 2020 and 2019, and the related consolidated statements

of operations, comprehensive loss, stockholders’

equity, and cash flows for each of the two years in the period ended December 31,

2020, and related notes (collectively referred to as the “financial statements”).

(the Company) as of December 31, 2021 and 2020, and the related statements of operations

and other comprehensive loss, stockholders’ equity, and cash flows for each of the years in the two year period ended December 31,

2021, and related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the consolidated

results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity

with accounting principles generally accepted in the United States of America.

Substantial doubt about the Company’s

present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results

of its operations and its cash flows for each of the years in the two year period ended December 31, 2021, in conformity with

accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

2 unchanged sentences

As discussed in Note 2 to the financial statements, the Company has

suffered recurring significant losses and has accumulated deficiency in stockholders’

suffered recurring significant losses and has accumulated deficiency in stockholders’ equity.

These factors raise substantial doubt

about the Company’s ability to continue as a going concern.

Management’s plans in regard to this matter are also discussed

about the Company’s ability to continue as a going concern.

Management’s plans in regard to this matter are also discussed

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

1 unchanged sentence

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

9 unchanged sentences

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

7 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is

a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the

audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on

the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion

on the critical audit matter or on the accounts or disclosures to which it relates.

Disposal of Dynamic Elite

Critical Audit Matter Description

As described the Note 3 to the financial statements,

on November 20, 2020, the Company entered into a Merger Agreement (the “Merger Agreement”) with Dynamic Elite International

Limited, a British Virgin Islands company and a wholly-owned subsidiary of the Company (“Dynamic Elite”), Crystal Globe Limited,

a British Virgin Islands company (“Crystal Globe”) and Joway Merger Subsidiary Limited, a British Virgin Islands company and

a wholly-owned subsidiary of Crystal Globe (“Merger Sub”).

Pursuant to the terms of the Merger Agreement, at the effective

time of the Merger (the “Effective Time”) and as a result of the Merger, the ordinary shares of common stock of Dynamic Elite

issued and outstanding immediately prior to the Effective Time, all of which are held by the Company, were cancelled and extinguished.

In accordance with the Merger Agreement, Crystal Globe has offered to pay cash consideration to the Company of $0.045 per share for the

outstanding shares of the common stock of the Company (the “Merger Consideration”).

The transaction relates to accounts and disclosures

that are material to the financial statements because the Transaction involved a significant unusual transaction with related parties,

resulted a loss of $1,340,795 and a strategic operation shift of the Company.

During the audit of the financial statement we were required

to communicate with the audit committee about the challenging, subjective and complex judgement required when auditing the Transaction

and the significant unusual measurement and disclosure requirements required with completing the transaction.

The transaction was identified

as a critical audit matter for the audit of the financial statements.

How the Critical Audit Matter Was Addressed

Our key strategic audit

procedure related to the Transaction included:

1) assignment of the most experienced staff to perform extended audit procedure on the

Transaction, 2) enhanced audit procedures on all the transferred entities.

3) obtained evidence from external service agents involved

in the Transaction, related to legality and consideration of the Transaction;

4) testing management’s process for approving the

disposal price of Dynamic Elite;

evaluating the appropriateness of the valuation of Dynamic Elite’s net assets used by management;

and testing the completeness and accuracy of underlying data used by management.

We have served as the Company’s auditor since

We have served as the Company’s auditor

Forest Hills, New York

August 16, 2021

Consolidated Financial Statements

JOWAY HEALTH INDUSTRIES GROUP INC.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of December 31,

March 29, 2022

PCAOB ID # 5867

HEALTH INDUSTRIES GROUP INC.

CURRENT ASSETS:

Receivable from related party

Prepaid expense

Assets from discontinued component

Total current assets

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

2 unchanged sentences

Due to related parties

Liabilities from discontinued component

Total current liabilities

STOCKHOLDERS’

STOCKHOLDERS’ EQUITY:

Preferred stock - par value $ 0.001 ;

3 unchanged sentences

200,000,000 shares authorized;

20,054,000 shares issued and outstanding at December 31, 2020 and 2019

20,054,000 shares issued and outstanding at December 31, 2021 and 2020, respectively

Additional paid-in-capital

Statutory reserves

Accumulated deficit

Accumulated other comprehensive income

Total stockholders’

Total liabilities and stockholders’

The accompanying notes are an integral part of these financial statements

JOWAY HEALTH INDUSTRIES GROUP INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the year ended

( 7,355,968 )

( 7,234,180 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

accompanying notes are an integral part of these financial statements

HEALTH INDUSTRIES GROUP INC.

OF OPERATIONS AND COMPREHENSIVE LOSS

COST OF REVENUES

1 unchanged sentence

OPERATING EXPENSES

LOSS FROM OPERATIONS

INCOME FROM OPERATIONS

Other expenses

5 unchanged sentences

Loss from disposal of discontinued component, net of taxes

( 1,340,795 )

( 2,324,192 )

OTHER COMPREHENSIVE LOSS:

7 unchanged sentences

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED

The accompanying notes are an integral part of these financial statements

JOWAY HEALTH INDUSTRIES GROUP INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’

accompanying notes are an integral part of these financial statements

HEALTH INDUSTRIES GROUP INC.

OF STOCKHOLDERS’ EQUITY

comprehensive

stockholder’s

BALANCE, December 31, 2019

$ ( 5,264,040 )

currency translation loss

BALANCE, December 31, 2019

( 2,324,192 )

Disposal of subsidiary

currency translation gain

( 1,544,180 )

Foreign currency translation gain

BALANCE, December 31, 2020

( 7,234,180 )

JOWAY HEALTH INDUSTRIES GROUP INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the year ended

Forgiveness of related party debts

BALANCE, December 31, 2021

$ ( 7,355,968 )

$ ( 107,052 )

accompanying notes are an integral part of these financial statements

HEALTH INDUSTRIES GROUP INC.

OF CASH FLOWS

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss from continuing operations

$ ( 121,788 )

$ ( 222,859 )

Adjustments to reconcile net loss to net cash provided by operating activities

6 unchanged sentences

CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash provided by (used in) investing activities from continuing component

Cash received from disposal of subsidiaries

Net cash provided by investing activities from continuing component

Net cash used in investing activities from discontinued component

Net cash used in investing activities

Net cash provided by (used

in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Distribution of special dividend

Due to related parties

Net cash provided by financing activities from continuing component

Net cash provided by (used in) financing activities from continuing component

Net cash provided by financing activities from discontinued component

Net cash provided by financing activities

Net cash provided by (used in) financing activities

EFFECT OF EXCHANGE RATE CHANGES ON CASH

8 unchanged sentences

Uncollected consideration from Disposal of Dynamic Elite and Subsidiaries

Undistributed consideration to the minority shareholders

Undistributed consideration to shareholders

Forgiveness of related party debts

The accompanying notes are an integral part of these financial statements

JOWAY HEALTH INDUSTRIES GROUP INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 –

The consolidated financial statements

include the financial statements of Joway Health Industries Group Inc.

(referred to herein as “Joway Health”), its subsidiaries,

and variable interest entities (“VIEs”) where Joway Health is deemed the primary beneficiary.

Joway Health, its subsidiaries

and VIEs are collectively referred to herein as the “Company,”

“we”

and “us”.

Joway Health (formerly G2 Ventures, Inc.) was

originally incorporated under the laws of the State of Texas on March 21, 2003.

On September 21, 2010, Joway Health entered into a Share

Exchange Agreement (the “Share Exchange”) with the sole stockholder of Dynamic Elite International Limited.

As a result of

the Share Exchange, Dynamic Elite became a wholly-owned subsidiary of Joway Health and the stockholders of Dynamic Elite acquired approximately

76.08% of the issued and outstanding stock of Joway Health.

The share exchange transaction resulted in the shareholders of Dynamic Elite

acquiring a majority voting interest in Joway Health.

Generally accepted accounting principles in the United States of America require

that the company whose shareholders retain the majority interest in the combined business be treated as the acquirer for accounting purposes.

The reverse acquisition process utilizes the capital structure of Joway Health and the assets and liabilities of Dynamic Elite recorded

at historical cost.

On December 22, 2010, Joway Health changed its jurisdiction of incorporation from the State of Texas to the State

Dynamic Elite International Limited (referred

to herein as “Dynamic Elite”) was incorporated under the laws of the British Virgin Islands on June 2, 2010 as a limited liability

company (a BVI company).

Dynamic Elite engages in manufacturing and distributing tourmaline products in China.

Its wholly owned subsidiary,

Tianjin Junhe Management Consulting Co., Ltd.

was incorporated on September 15, 2010 in Tianjin, People’s Republic of China (“PRC”).

Other than the equity interest in Junhe Consulting, Dynamic Elite does not own any assets or conduct any operations.

Tianjin Junhe Management Consulting Co., Ltd.

(referred to herein as “Junhe Consulting”) conducts its business through Tianjin Joway Shengshi Group Co., Ltd.

that is consolidated

as a variable interest entity.

Tianjin Joway Shengshi Group Co., Ltd.

to herein as “Joway Shengshi”) was incorporated in PRC on May 17, 2007.

Joway Shengshi is currently owned 99% by Jinghe Zhang,

the Company’s current CEO and President and 1% by Song Baogang.

Joway Shengshi engages in manufacturing and distributing tourmaline

HEALTH INDUSTRIES GROUP INC.

TO FINANCIAL STATEMENTS

1 – ORGANIZATION

financial statements include the financial statements of Joway Health Industries Group Inc.

(referred to herein as “Joway

Joway Health is hereinafter referred to as the “Company,” “we” and “us”.

Health (formerly G2 Ventures, Inc.) was originally incorporated under the laws of the State of Texas on March 21, 2003.

21, 2010, Joway Health entered into a Share Exchange Agreement (the “Share Exchange”) with the sole stockholder of Dynamic

Elite International Limited.

As a result of the Share Exchange, Dynamic Elite became a wholly-owned subsidiary of Joway Health and the

stockholders of Dynamic Elite acquired approximately 76.08 % of the issued and outstanding stock of Joway Health.

The share exchange transaction

resulted in the shareholders of Dynamic Elite acquiring a majority voting interest in Joway Health.

Generally accepted accounting principles

in the United States of America require that the company whose shareholders retain the majority interest in the combined business be

treated as the acquirer for accounting purposes.

The reverse acquisition process utilized the capital structure of Joway Health and the

assets and liabilities of Dynamic Elite recorded at historical cost.

On December 22, 2010, Joway Health changed its jurisdiction of incorporation

from the State of Texas to the State of Nevada.

Elite International Limited (referred to herein as “Dynamic Elite”) was incorporated under the laws of the British Virgin

Islands on June 2, 2010 as a limited liability company (a BVI company).

Dynamic Elite engaged in manufacturing and distributing tourmaline

products in China.

Shenyang Joway Electronic Technology Co., Ltd., Tianjin Joway Decoration Engineering Co., Ltd.

and Tianjin Oriental

Shengtang Trading Import & Export Trading Co., Ltd.

Its wholly owned subsidiary, Tianjin Junhe Management Consulting Co., Ltd.

was incorporated on September 15, 2010

in Tianjin, People’s Republic of China (“PRC”).

Other than the equity interest in Junhe Consulting, Dynamic Elite does

not own any assets or conduct any operations.

Junhe Management Consulting Co., Ltd.

(referred to herein as “Junhe Consulting”) conducted its business through Tianjin Joway

Shengshi Group Co., Ltd.

Joway Shengshi Group Co., Ltd.

(referred to herein as “Joway Shengshi”) was incorporated in PRC on May 17, 2007.

Joway Shengshi

was owned 99 % by Jinghe Zhang, the Company’s current CEO and President and 1 % by Song Baogang.

Joway Shengshi engages in manufacturing

and distributing tourmaline products in China.

Shenyang Joway Electronic Technology Co., Ltd., Tianjin Joway Decoration Engineering Co.,

and Tianjin Oriental Shengtang Trading Import & Export Trading Co., Ltd.

are subsidiaries of Joway Shengshi.

Shenyang Joway Electronic Technology Co., Ltd.

(referred to herein as “Joway Technology”) was originally named Liaoning Joway Technology Engineering Co., Ltd.

incorporated on March 28, 2007 in PRC.

Joway Electronic Technology Co., Ltd.

(referred to herein as “Joway Technology”) was originally named Liaoning Joway Technology

Engineering Co., Ltd.

which was incorporated on March 28, 2007 in PRC.

The name was changed on June 22, 2011.

It engages in the distribution of Tourmaline Activated Water

Machines and the construction of Tourmaline Wellness Houses.

Prior to July 25, 2010, Joway Shengshi owned 90.91% of Joway Technology.

Joway Shengshi entered into a share acquisition agreement with Jingyun Chen, another stockholder of Joway Technology on July 25, 2010

to acquire the remaining 9.09% of the share of Joway Technology.

As a result of the share acquisition, Joway Technology became a wholly-owned

subsidiary of Joway Shengshi.

Tianjin Joway Decoration Engineering Co., Ltd.

(referred to herein as “Joway Decoration”) was incorporated on April 22, 2009 in PRC.

It engages in the distribution of Tourmaline

Activated Water Machines, Tourmaline Wellness Room for family use and Tourmaline Wellness House materials.

Prior to July 9, 2010, Joway

Shengshi owned 90% of Joway Decoration.

Joway Shengshi entered into a share acquisition agreement with Jingyun Chen, another stockholder

of Joway Decoration on July 9, 2010 to acquire the remaining 10% of the shares of Joway Decoration.

As a result of the share acquisition,

Joway Decoration became a wholly-owned subsidiary of Joway Shengshi.

Jingyun Chen is currently the General Manager of Joway Decoration.

Tianjin Oriental Shengtang Import & Export

Trading Co., Ltd.

(referred to herein as “Shengtang Trading”) was incorporated on September 18, 2009 in the PRC.

in purchasing raw materials which it sells to other companies of the group.

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

Joway Shengshi entered into a share acquisition agreement with Wang Aiying, another stockholder of Shengtang Trading on July

28, 2010 to acquire the remaining 5% of the shares of Shengtang Trading.

As a result of the share acquisition, Shengtang Trading became

a wholly-owned subsidiary of Joway Shengshi.

On November 20, 2020, Joway Health entered into

a Merger Agreement (the “Merger Agreement”) with one of its related parties, Crystal Globe Limited, a British Virgin Islands

company (“Crystal Globe”), for the sale of Joway Health’s 100% equity interest in Dynamic Elite, Dynamic Elite’s

subsidiaries, and Dynamic Elite’s VIEs for a purchase price of $0.045 per share for the Company’s outstanding common stock.

As of November 20, 2020, the Company reported 20,054,000 shares of common stock outstanding.

Crystal Globe is the major shareholder of

Joway Health and holding 86.8% of Joway Health’s outstanding common stock.

The Merger Agreement provides that, upon the terms and

subject to the satisfaction or waiver of the conditions set forth therein, all of Joway Health’s subsidiaries and VIEs, including

Dynamic Elite, will be transferred to Crystal Globe and its subsidiaries.

The special committee of the Board of Directors of the Company

unanimously approved the Merger Agreement and the transaction was completed on December 31, 2020.

Jinghe Zhang, as the President,

Chief Executive Officer, Chairman and Director, and the majority beneficial owner of Joway Health, also serves as sole shareholder and

executive director of Crystal Globe.

As a result, Joway Health and Dynamic Elite are under common control of Crystal Globe and Mr.

In January 2021, the Company had received $119,070

from Crystal Globe and distributed proportionately to the Company’s minority shareholders, other than Crystal Globe, which represents

2,646,000 shares of the Company’s common stock.

Since the remaining 17,408,000 shares of our common stock is owned by Crystal Globe,

the $0.045 per share payment for the 17,408,000 shares is offset.

The following table lists the Company and its

subsidiaries prior to the Merger Agreement:

Domicile and Date of Incorporation

Paid in Capital

Percentage of Effective Ownership

Principal Activities

Joway Health Industries Group Inc.

March 21, 2003,

8% owned by Crystal Globe Limited

13.2% owned by other institutional and individual

Dynamic Elite International Limited

June 2, 2010,

British Virgin Islands

100% owned by Joway Health Industries Group Inc.

Tianjin Junhe Management Consulting Co., Ltd.

September 15, 2010, PRC

100% owned by Dynamic Elite International Limited

Tianjin Joway Shengshi Group Co., Ltd.

May 17, 2007, PRC

USD 7,216,140.72

99% owned by Jinghe Zhang, and 1% owned by Baogang Song

Production and

distribution of Healthcare Knit Goods and Daily

Healthcare and Personal Care products

Shenyang Joway Electronic Technology Co., Ltd.

March 28, 2007, PRC

USD 142,072.97

100% owned by Tianjin Joway Shengshi Group Co., Ltd.

Distribution of Tourmaline Activated Water Machine and construction of Tourmaline Wellness House

Tianjin Joway Decoration Engineering Co., Ltd.

April 22, 2009, PRC

USD 292,367.74

100% owned by Tianjin Joway Shengshi Group Co., Ltd.

Distribution of Wellness House for family use and Activated Water Machine and construction of Tourmaline Wellness House

Tianjin Oriental Shengtang Import & Export Trading Co., Ltd.

September 18, 2009, PRC

USD 292,463.75

100% owned by Tianjin Joway Shengshi Group Co., Ltd.

Distribution of tourmaline products

On September 16, 2010, prior to the Merger Agreement,

Junhe Consulting entered into a series of contractual agreements (the “Contractual Agreements”) with Joway Shengshi and Joway

Shengshi’s owners.

The following is a brief description of the Contractual Agreements entered between Junhe Consulting and Joway

Shengshi or Joway Shengshi’s owners:

Consulting Services Agreement.

to the consulting services agreement between Junhe Consulting and Joway Shengshi, Junhe Consulting has the right to advise, consult, manage,

and operate Joway Shengshi, and collect and own all of the net profits of the Operating Entities.

Operating Agreement.

Under the operating

agreement between Junhe Consulting and Joway Shengshi, Junhe Consulting has the right to recommend director candidates, appoint the senior

executives of Joway Shengshi, approve any transactions that may materially affect the assets, liabilities, rights or operations of Joway

Shengshi, and guarantee the contractual performance by Joway Shengshi of any agreements with third parties, in exchange for a pledge by

Joway Shengshi of its accounts receivable and assets.

Voting Rights Proxy Agreement.

the voting rights proxy agreement between Joway Shengshi’s owners and Junhe Consulting, the owners of Joway Shengshi have vested

their collective voting control over Joway Shengshi to Junhe Consulting and will only transfer their respective equity interests in Joway

Shengshi to Junhe Consulting or its designee.

Option Agreement.

Under the option agreement

between Joway Shengshi’s owners and Junhe Consulting, the owners of Joway Shengshi have granted Junhe Consulting the irrevocable

right and option to acquire all of their equity interests in Joway Shengshi.

Equity Pledge Agreement.

Under the equity

pledge agreement between Joway Shengshi’s owners and Junhe Consulting, the owners of Joway Shengshi have pledged all of their rights,

titles and interests in Joway Shengshi to Junhe Consulting to guarantee Joway Shengshi’s performance of its obligations under the

Consulting Services Agreement.

As a result of the Contractual Agreements, Joway

Shengshi is effectively a variable interest entity of Junhe Consulting.

Accordingly, the Company through its wholly-owned subsidiary Junhe

Consulting, consolidates Joway Shengshi’s results of operation, assets and liabilities in its financial statements.

However, upon

the Merger Agreement was completed on December 31, 2020, Joway Health does not have any subsidiary or VIEs.

Joway Health consolidated

Joway Shengshi’s results of operations as discontinued operations in its financial statements for the period prior to the Merger

In connection with the Share Exchange and as consideration

for entering into the VIE Agreements, Jinghe Zhang and Baogang Song, the shareholders of Joway Shengshi (the “Grantees”),

entered into a Call Option Agreement, dated July 20,2010 with Lionel Evan Liu (the “Grantor”), the sole shareholder of Crystal

Globe (the controlling shareholder of Dynamic Elite), a British Virgin Islands company (the “Call Option Agreement”), pursuant

to which the Grantees had the right to purchase up to 100% of the shares of Crystal Globe (the “Call Option”)at an exercise

price of $2.00 per share (the “Exercise Price”) for a period of five years.

The Call Option vested as to 34% of the shares

of Crystal Globe on April 2, 2011 and as to 33% on each of April 2, 2012 and 2013 (the respective “Call Option Effective Date”).

On March 28, 2015, the Grantor and Grantees amended the Call Option Agreement, to (i) reduce the Exercise Price to $0.00 per share and

(ii) extend the Grantees’

rights to exercise their call option within ten years from the respective Option Effective Date.

On November 13, 2016, Jinghe Zhang exercised the

Call Option as to 99% of the shares of Crystal Globe and Baogang Song exercised his Call Option as to 1% of the shares of Crystal Globe.

As a result of exercising the Call Option, Jinghe Zhang became the controlling shareholder of Crystal Globe and in turn, the controlling

shareholder of the Company.

On November 20, 2016, Baogang Song transferred 1% of the shares of Crystal Globe to Jinghe Zhang.

Consequently,

Jinghe Zhang controls 17,408,000 shares, or 86.8%, of the issued and outstanding shares of the Company’s common stock.

On December 31, 2020, upon the Company completed

the Merger Agreement with Crystal Globe, Joway Health becomes a “shell company”

(as such term is defined in Rule 12b-2 under

the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Going forward, the Company intends to seek, investigate

and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for

the Company’s stockholders.

Note 2 –

It engages in the distribution

of Tourmaline Activated Water Machines and the construction of Tourmaline Wellness Houses.

Prior to July 25, 2010, Joway Shengshi owned

90.91 % of Joway Technology.

Joway Shengshi entered into a share acquisition agreement with Jingyun Chen, another stockholder of Joway

Technology on July 25, 2010 to acquire the remaining 9.09 % of the share of Joway Technology.

As a result of the share acquisition, Joway

Technology became a wholly-owned subsidiary of Joway Shengshi.

Joway Decoration Engineering Co., Ltd.

(referred to herein as “Joway Decoration”) was incorporated on April 22, 2009 in PRC.

It engages in the distribution of Tourmaline Activated Water Machines, Tourmaline Wellness Room for family use and Tourmaline Wellness

House materials.

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

Joway Shengshi entered into a share acquisition

agreement with Jingyun Chen, another stockholder of Joway Decoration on July 9, 2010 to acquire the remaining 10 % of the shares of Joway

As a result of the share acquisition, Joway Decoration became a wholly-owned subsidiary of Joway Shengshi.

Jingyun Chen is

currently the General Manager of Joway Decoration.

Oriental Shengtang Import & Export Trading Co., Ltd.

(referred to herein as “Shengtang Trading”) was incorporated on

September 18, 2009 in the PRC.

It engages in purchasing raw materials which it sells to other companies of the group.

Prior to July 28,

2010, Joway Shengshi owned 95 % of Shengtang Trading.

Joway Shengshi entered into a share acquisition agreement with Wang Aiying, another

stockholder of Shengtang Trading on July 28, 2010 to acquire the remaining 5 % of the shares of Shengtang Trading.

As a result of the

share acquisition, Shengtang Trading became a wholly-owned subsidiary of Joway Shengshi.

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.

December 31, 2020, upon the Company completed the Merger Agreement with Crystal Globe, Joway Health became a “shell company”

(as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

forward, the Company intends to seek, investigate and, if such investigation warrants, engage in a business combination with a private

entity whose business presents an opportunity for the Company’s stockholders.

2 – GOING CONCERN

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge

of liabilities in the normal course of business for the foreseeable future.

As reflected in the accompanying consolidated

financial statements, for the years ended December 31, 2020 and 2019, we incurred net losses of $2.3 million and $1.2 million, respectively.

In addition, we reported cash out flow of $0.2 million and $0.1 million from our continuing operating activities for the years ended December

31, 2020 and 2019, respectively.

As of December 31, 2020, we had an accumulated deficit of $7.2 million.

Management believes these factors

raise substantial doubt about our ability to continue as a going concern for the next twelve months.

The continuation of our company as a going concern

through the next twelve months is dependent upon (1) the continued financial support from our stockholders or external financing.

believes that our existing stockholders will provide the additional cash to meet our obligations as they become due, and (2) that it will

be able to implement its business plan to expand our company’s operations and generate sufficient revenues to meet its obligations.

These conditions raise substantial doubt about

our company’s ability to continue as a going concern.

These financial statements do not include any adjustments to reflect the possible

future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from

the outcome of these uncertainties.

Management believes that the actions presently being taken to obtain additional funding and implement

its strategic plan provides the opportunity for our company to continue as a going concern.

Note 3 –

SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements

have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

The Company’s functional currency is the Chinese Renminbi (“RMB”);

however, the accompanying consolidated financial

statements have been translated and presented in United States Dollars (“USD”).

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of

liabilities in the normal course of business for the foreseeable future.

As reflected in the accompanying financial statements, for the years

ended December 31, 2021 and 2020, we incurred net losses of $ 121,788 and $ 2.3 million, respectively.

In addition, we reported cash outflow

of $ 0.07 million and $ 0.6 million from our operating activities for the years ended December 31, 2021 and 2020, respectively.

As of December

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

Management believes these factors raise substantial doubt about

our ability to continue as a going concern for the next twelve months.

continuation of our company as a going concern through the next twelve months is dependent upon (1) the continued financial support from

our stockholders or external financing.

Management believes that our existing stockholders will provide the additional cash to meet our

obligations as they become due, and (2) that it will be able to implement its business plan to expand our company’s operations

and generate sufficient revenues to meet its obligations.

conditions raise substantial doubt about our company’s ability to continue as a going concern.

These financial statements do not

include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications

of liabilities that may result from the outcome of these uncertainties.

Management believes that the actions presently being taken to

obtain additional funding and implement its strategic plan provides the opportunity for our company to continue as a going concern.

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

The accompanying financial statements have been prepared in conformity

with accounting principles generally accepted in the United States of America (“US GAAP”).

Prior to the consummation of the

Merger as of December 31, 2020, the Company’s functional currency is the Chinese Renminbi (“RMB”);

however, the accompanying

financial statements have been translated and presented in United States Dollars (“USD”).

All significant inter-company transactions

and balances have been eliminated.

The consolidated financial statements include all adjustments that, in the opinion of management, are

necessary to make the financial statements not misleading.

Use of Estimates

The preparation of the consolidated financial

statements is in conformity with generally accepted accounting principles in the United States of America, which require management to

make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

makes these estimates using the best information available at the time the estimates are made.

Actual results could differ from those

The financial statements include all adjustments that, in the opinion of management, are necessary

to make the financial statements not misleading.

the consummation of the Merger as of December 31, 2020, the Company’s functional currency is USD.

The preparation of the financial statements is in conformity with generally

accepted accounting principles in the United States of America, which require management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

and the reported amounts of revenues and expenses during the reporting periods.

Management makes these estimates using the best information

available at the time the estimates are made.

Actual results could differ from those estimates.

Reclassification

Certain prior year balances were reclassified

to conform to the current year’s presentation with consideration of reflecting all of the Company’s subsidiaries and VIEs as discontinued

None of these reclassifications had an impact on reported financial position or cash flows for any of the periods presented.

Basis of Consolidation

For the periods prior to the sale of Dynamic Elite,

its subsidiaries, and controlled VIEs, the Company consolidated financial statements include Dynamic Elite, its wholly owned subsidiaries,

and controlled VIEs.

prior year balances were reclassified to conform to the current year’s presentation with consideration of reflecting all of the

Company’s subsidiaries and VIEs as discontinued operations.

None of these reclassifications had an impact on reported financial

position or cash flows for any of the periods presented.

of Consolidation

For the periods prior to the consummation of the Merger as of December

31, 2020, the Company consolidated financial statements including Dynamic Elite, its former wholly owned subsidiaries, and controlled

The financial statements of Dynamic Elite and controlled VIEs were included as part of the Company’s discontinued component.

All significant inter-company accounts and transactions have been eliminated in the consolidation.

Foreign Currency Translation

The accompanying consolidated financial statements

are presented in USD.

The functional currency of the Company is RMB.

The consolidated financial statements are translated into USD from

RMB at period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses.

Equity accounts

are translated at their historical exchange rates when the equity transactions occurred.

The resulting transaction adjustments are recorded

as a component of stockholders’

Gains and losses from foreign currency transactions are included in net income.

Currency Translation

The accompanying financial statements are presented in USD.

The functional

currency of the Company is RMB for the periods prior to the consummation of the Merger as of December 31, 2020.

The financial statements

are translated into USD from RMB at period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and

Equity accounts are translated at their historical exchange rates when the equity transactions occurred.

The resulting transaction

adjustments are recorded as a component of stockholders’ equity.

Gains and losses from foreign currency transactions are included

in net income.

Year ended RMB:

2 unchanged sentences

USD Exchange rate

The RMB is not freely convertible into foreign

currency and all foreign exchange transactions must take place through authorized institutions.

No representation is made that the RMB

amounts could have been, or could be, converted into USD at the rates used in translation.

For the years ended December 31, 2020 and 2019

foreign currency translation adjustments of $165,413 and $(49,044) respectively, have been reported as other comprehensive loss in the

consolidated financial statements.

Other Comprehensive Income

Other comprehensive income is defined as the change

in equity during the period from transactions and other events, excluding the changes resulting from investments by owners and distributions

Other comprehensive income is not included in the computation of income tax expense or benefit.

Accumulated other comprehensive

income represents the accumulated balance of foreign currency translation adjustments.

Concentrations of Credit Risk

Prior to the Merger Agreement, the Company’s

operations are carried out in the PRC.

Accordingly, the Company’s business, financial condition, and results of operations may be

influenced by the political, economic, and legal environment in the PRC, and by the general state of the PRC’s economy.

The Company’s

operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America.

The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary

RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.

No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation.

For the years ended December 31, 2021 and 2020 foreign currency translation

adjustments of $ 0 and $ 165,413 , have been reported as other comprehensive loss in the financial statements.

After the consummation of

the Merger as of December 31, 2020, the Company’s functional currency is USD.

Comprehensive Income

comprehensive income is defined as the change in equity during the period from transactions and other events, excluding the changes resulting

from investments by owners and distributions to owners.

Other comprehensive income is not included in the computation of income tax expense

Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments.

Concentrations

of Credit Risk

to the consummation of the Merger as of December 31, 2020, the Company’s operations were carried out in the PRC.

the Company’s business, financial condition, and results of operations were influenced by the political, economic, and legal

environment in the PRC, and by the general state of the PRC’s economy.

The Company’s operations in the PRC were subject

to specific considerations and significant risks not typically associated with companies in North America.

The Company’s

results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary

measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Financial instruments which

potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable.

Substantially

all of the Company’s cash is maintained with state-owned banks within the PRC, and no deposits are covered by insurance.

has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

Fair Value of Financial Instruments

Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) 820 (formerly Statement of Financial Accounting Standard (“SFAS”) No.

157 Fair Value Measurements) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value

as the following:

Level 1—defined as observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable;

Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying amounts reported in the balance sheets

for cash, accounts receivable, other receivable, accounts payable, other payable, and amounts due from related parties generally approximate

their fair market values based on the short-term maturity of these instruments.

ASC 825-10 “Financial Instruments”

entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option).

The fair value option

may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs.

If the fair value option is

elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting

The Company did not elect to apply the fair value option to any outstanding instruments.

Revenue Recognition

The Company recognizes revenue when control of

promised goods or services is transferred to the company’s customers, in an amount that reflects the consideration the Company expects

to be entitled to in exchange for those goods or services.

Prior to the Merger Agreement, with respect to

sales of product to both franchisee and non-franchisee customers, the Company transfers control, invoices the customer and recognizes

revenue upon shipment to the customer.

Sales prices are based on fixed price lists that are different depending on whether the price list

is for franchisee customers or for non-franchisee customers.

Sales, value add and other taxes collected concurrent with revenue-producing

activities are excluded from revenue.

The Company accounts for income taxes in accordance

with FASB ASC 740 “Income Taxes”

(formerly SFAS No.

109 Accounting for Income Taxes) , which is an asset and liability

approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that

have been recognized in the Company’s financial statements or tax returns.

ASC 740 additionally requires the establishment of a

valuation allowance to reflect the likelihood of realization of deferred tax assets.

Realization of deferred tax assets is dependent upon

future earnings, if any, of which the timing and amount are uncertain.

According to ASC 740, the evaluation of a tax

position is a two-step process.

The first step is to determine whether it is more likely than not that a tax position will be sustained

upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position.

step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in

the financial statements.

A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized

upon ultimate settlement.

Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized

in the first subsequent period in which the threshold is met.

Previously recognized tax positions that no longer meet the more-likely-than-not

criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.

provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.

Basic and Diluted Earnings per Share

The Company reports earnings per share in accordance

with FASB ASC 260 “Earnings per share”.

The Company’s basic earnings per share are computed using the weighted average

number of shares outstanding for the periods presented.

Diluted earnings per share are computed based on the assumption that any dilutive

options or warrants were converted or exercised.

Dilution is computed by applying the treasury stock method.

Under this method, the Company’s

outstanding stock warrants are assumed to be exercised, and funds thus obtained were assumed to be used to purchase common stock at the

average market price during the period.

There were no dilutive instruments outstanding during the years ended December 31, 2020 and 2019.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU No.

Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held

at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

This replaces the

existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost.

guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019.

Early application

will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

The Company adopted the standard in 2019.

Adoption of the standard did not have a significant impact on the Company’s consolidated

statement of earnings in 2019.

In August 2018, the FASB issued Accounting Standard

Update (“ASU”) No.

2018-13, Fair Value Measurement (Topic 820), which modifies the disclosure requirements on fair value measurements

in Topic 820, Fair Value Measurement, including, among other changes, the consideration of costs and benefits when evaluating disclosure

requirements.

For public companies, the amendments are effective for annual reporting periods beginning after December 15, 2019, including

interim periods within those annual periods.

Early adoption is permitted.

The Company is currently assessing the impact that adopting

this new accounting guidance will have on the Company’s financial statements and footnote disclosures.

In December 2019, the FASB issued ASU No.

Financial instruments

which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable.

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.

Value of Financial Instruments

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 (formerly Statement of Financial

Accounting Standard (“SFAS”) No.

157 Fair Value Measurements) establishes a three-tier fair value hierarchy, which prioritizes

the inputs used in measuring fair value as the following:

Level 1—defined as

observable inputs such as quoted prices in active markets for identical assets or liabilities;

Level 2—defined as

inputs other than quoted prices in active markets that are either directly or indirectly observable;

Level 3—defined as

unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

carrying amounts reported in the balance sheets for cash, accounts receivable, other receivable, accounts payable, other payable, and

amounts due from related parties generally approximate their fair market values based on the short-term maturity of these instruments.

ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities

at fair value (fair value option).

The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless

a new election date occurs.

If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should

be reported in earnings at each subsequent reporting date.

The Company did not elect to apply the fair value option to any outstanding

Company recognizes revenue when control of promised goods or services is transferred to the company’s customers, in an amount that

reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

to the Merger Agreement, with respect to sales of product to both franchisee and non-franchisee customers, the Company transfers control,

invoices the customer and recognizes revenue upon shipment to the customer.

Sales prices are based on fixed price lists that are different

depending on whether the price list is for franchisee customers or for non-franchisee customers.

Sales, value add and other taxes collected

concurrent with revenue-producing activities are excluded from revenue.

the consummation of the Merger as of December 31, 2020, the Company did not report any revenue for the year ended December 31, 2021.

Company accounts for income taxes in accordance with FASB ASC 740 “Income Taxes” (formerly SFAS No.

109 Accounting for

Income Taxes) , which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for

the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns.

ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.

Realization of deferred tax assets is dependent upon future earnings, if any, of which the timing and amount are uncertain.

to ASC 740, the evaluation of a tax position is a two-step process.

The first step is to determine whether it is more likely than not

that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical

merits of that position.

The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the

amount of benefit to be recognized in the financial statements.

A tax position is measured at the largest amount of benefit that is greater

than 50% likelihood of being realized upon ultimate settlement.

Tax positions that previously failed to meet the more-likely-than-not

recognition threshold should be recognized in the first subsequent period in which the threshold is met.

Previously recognized tax positions

that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which

the threshold is no longer met.

ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting

in interim periods, disclosures, and transition.

and Diluted Earnings per Share

Company reports earnings per share in accordance with FASB ASC 260 “Earnings per share”.

The Company’s basic earnings

per share are computed using the weighted average number of shares outstanding for the periods presented.

Diluted earnings per share

are computed based on the assumption that any dilutive options or warrants were converted or exercised.

Dilution is computed by applying

the treasury stock method.

Under this method, the Company’s outstanding stock warrants are assumed to be exercised, and funds thus

obtained were assumed to be used to purchase common stock at the average market price during the period.

There were no dilutive instruments

outstanding during the years ended December 31, 2021 and 2020.

Issued Accounting Pronouncements

December 2019, the FASB issued ASU No.

2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various

aspects related to accounting for income taxes.

ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also

clarifies and amends existing guidance to improve consistent application.

This guidance is effective for fiscal years, and interim periods

within those fiscal years, beginning after December 15, 2020, with early adoption permitted.

The Company is currently evaluating the impact

of this standard on its consolidated financial statements and related disclosures.

Other accounting standards that have been issued

or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a

material impact on the Company’s consolidated financial statements upon adoption.

Note 4 –

Simplifying the Accounting for Income Taxes (“ASU 2019-12”),

which is intended to simplify various aspects related to accounting for income taxes.

ASU 2019-12 removes certain exceptions to the general

principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application.

This guidance is effective

for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.

Company adopted the standard in 2021.

Adoption of the standard did not have a significant impact on the Company’s statement of

earnings in 2021.

Other accounting standards that have been issued or proposed by the

FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on

the Company’s financial statements upon adoption.

Deconsolidation

On November 20, 2020, Joway Health entered into

a Merger Agreement (the “Merger Agreement”) with Dynamic Elite International Limited, a British Virgin Islands company and

a wholly-owned subsidiary of the Company (“Dynamic Elite”), Crystal Globe Limited, a British Virgin Islands company (“Crystal

Globe”) and Joway Merger Subsidiary Limited, a British Virgin Islands company and a wholly-owned subsidiary of Crystal Globe (“Merger

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.

5 unchanged sentences

As a result, the Company and Dynamic Elite are under common control of Crystal Globe and Mr.

Pursuant to the terms of the Merger Agreement,

at the effective time of the Merger (the “Effective Time”) and as a result of the Merger, the ordinary shares of common stock

of Dynamic Elite issued and outstanding immediately prior to the Effective Time, all of which are held by the Company, will be cancelled

and extinguished.

In accordance with the Merger Agreement, Crystal Globe has offered a cash consideration of $0.045 per share for outstanding

shares of Joway Health’s common stock (the “Merger Consideration”).

As of November 20, 2020, Joway Health reported 20,054,000

shares of common stock outstanding.

As a result, Joway Health recognized a loss of $1,340,795 from this transaction.

In January 2021, Joway Health had received $119,070

from Crystal Globe and distributed proportionately to the Company’s minority shareholders, other than Crystal Globe, which represents

2,646,000 shares of Joway Health’s common stock.

Since the remaining 17,408,000 shares of Joway Health’s common stock is owned

by Crystal Globe, the $0.045 per share payment for the 17,408,000 shares is offset.

The following is a reconciliation of the deconsolidation:

to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) and as a result of the Merger,

the ordinary shares of common stock of Dynamic Elite issued and outstanding immediately prior to the Effective Time, all of which are

held by the Company, will be cancelled and extinguished.

In accordance with the Merger Agreement, Crystal Globe has offered a cash consideration

of $ 0.045 per share for outstanding shares of Joway Health’s common stock (the “Merger Consideration”).

As of November

20, 2020, Joway Health reported 20,054,000 shares of common stock outstanding.

As a result, Joway Health recognized a loss of $ 1,340,795

from this transaction.

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

other than Crystal Globe, which represents 2,646,000 shares of Joway Health’s common stock.

Since the remaining 17,408,000 shares

of Joway Health’s common stock is owned by Crystal Globe, the $ 0.045 per share payment for the 17,408,000 shares is offset.

following is a reconciliation of the deconsolidation:

Selling price

2 unchanged sentences

Intangible assets

( 1,977,822 )

Accumulated other comprehensive income

1 unchanged sentence

$ ( 1,340,795 )

Note 5 –

4 – RECEIVABLE FROM RELATED PARTY

Receivable from related party consist of the following:

from related party consist of the following:

Crystal Globe

The receivable from Crystal Globe is related to the Merger Agreement

which is part of the Merger Consideration for Joway Health’s minority shareholders who hold 2,646,000 shares of Joway Health’s

common stock.

In January 2021, Joway Health had received $119,070

from Crystal Globe and distributed proportionately to the Company’s minority shareholders.

Note 6 –

receivable from Crystal Globe is related to the Merger Agreement which is part of the Merger Consideration for Joway Health’s minority

shareholders who hold 2,646,000 shares of Joway Health’s common stock.

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

5 – SPECIAL DIVIDEND PAYABLE

As of December 31, 2020 and 2019, the Company

reported $119,070 and $0 as special dividend payables, respectively.

The payables are related to the Merger Agreement which is part of

the Merger Consideration for Joway Health’s minority shareholders who hold 2,646,000 shares of Joway Health’s common stock.

On November 20, 2020, Joway Health entered into

a Merger Agreement (the “Merger Agreement”) with Dynamic Elite International Limited, a British Virgin Islands company and

a wholly-owned subsidiary of the Company (“Dynamic Elite”), Crystal Globe Limited, a British Virgin Islands company (“Crystal

Globe”) and Joway Merger Subsidiary Limited, a British Virgin Islands company and a wholly-owned subsidiary of Crystal Globe (“Merger

The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth

therein, Merger Sub will be merged with and into Dynamic Elite (the “Merger”), with Dynamic Elite continuing as the surviving

corporation as a wholly-owned subsidiary of Crystal Globe.

Crystal Globe, as the majority shareholder holding

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

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.

of September 30, 2021 and December 31, 2020, the Company reported $ 0 and $ 119,070 as special dividend payables, respectively.

are related to the Merger Agreement which is part of the Merger Consideration for Joway Health’s minority shareholders who hold

2,646,000 shares of Joway Health’s common stock.

November 20, 2020, Joway Health entered into a Merger Agreement (the “Merger Agreement”) with Dynamic Elite International

Limited, a British Virgin Islands company and a wholly-owned subsidiary of the Company (“Dynamic Elite”), Crystal Globe Limited,

a British Virgin Islands company (“Crystal Globe”) and Joway Merger Subsidiary Limited, a British Virgin Islands company

and a wholly-owned subsidiary of Crystal Globe (“Merger Sub”).

The Merger Agreement provides that, upon the terms and subject

to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Dynamic Elite (the “Merger”),

with Dynamic Elite continuing as the surviving corporation as a wholly-owned subsidiary of Crystal Globe.

Crystal Globe, as the majority shareholder holding approximately 86.81 %

of the Company, is also the sole shareholder of Dynamic Elite after the Merger.

Jinghe Zhang, as the former 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.

Pursuant to the terms of the Merger Agreement,

at the effective time of the Merger (the “Effective Time”) and as a result of the Merger, the ordinary shares of common stock

of Dynamic Elite issued and outstanding immediately prior to the Effective Time, all of which are held by the Company, will be cancelled

and extinguished.

In accordance with the Merger Agreement, Crystal Globe has offered a cash consideration of $0.045 per share for outstanding

shares of Joway Health’s common stock (the “Merger Consideration”).

As of November 20, 2020, Joway Health reported 20,054,000

shares of common stock outstanding.

As a result of the Merger Agreement, Joway Health

needs to distribute proportionately the Merger Consideration to the Company’s shareholders.

In January 2021, Joway Health had received

$119,070 from Crystal Globe and distributed proportionately to the Company’s minority shareholders, other than Crystal Globe, which

represents 2,646,000 shares of Joway Health’s common stock.

Since the remaining 17,408,000 shares of Joway Health’s common

stock is owned by Crystal Globe, the $0.045 per share payment for the 17,408,000 shares is offset.

Note 7 –

Jinghe Zhang.

to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) and as a result of the Merger,

the ordinary shares of common stock of Dynamic Elite issued and outstanding immediately prior to the Effective Time, all of which are

held by the Company, will be cancelled and extinguished.

In accordance with the Merger Agreement, Crystal Globe has offered a cash consideration

of $ 0.045 per share for outstanding shares of Joway Health’s common stock (the “Merger Consideration”).

As of November

20, 2020, Joway Health reported 20,054,000 shares of common stock outstanding.

a result of the Merger Agreement, Joway Health needs to distribute proportionately the Merger Consideration to the Company’s shareholders.

In January 2021, Joway Health had received $119,070 from Crystal Globe and distributed proportionately to the Company’s minority

shareholders, other than Crystal Globe, which represents 2,646,000 shares of Joway Health’s common stock.

Since the remaining 17,408,000

shares of Joway Health’s common stock is owned by Crystal Globe, the $0.045 per share payment for the 17,408,000 shares is offset.

Note 6 – OTHER PAYABLES

As of December 31, 2021 and 2020, the Company reported $ 103,053 and

$ 51,344 as its other payables, respectively.

The other payables mainly consist of payables for professional services, including audit,

legal, and financial statement filing services.

7 – RELATED PARTY TRANSACTIONS

Payables due to related parties consist of the following:

due to related parties consist of the following:

Joway Shengshi

The amounts owed to related parties are non-interest bearing and have

no specified repayment terms.

Transactions with Jinghe Zhang

The Company is a shell company and has no cash,

Jinghe Zhang, our President, Chief Executive Officer and director, agreed to advance operating capital to the Company.

years of 2020 and 2019, the Company received $158,930 and $55,625, respectively, from Mr.

amounts owed to related parties are non-interest bearing and have no specified repayment terms.

with Jinghe Zhang

the years ended December 31, 2021 and 2020, we received financial supports of $ 66,235 and $ 182,515 from our former CEO and chairman,

Jinghe Zhang.

As of December 31, 2020, the total

unpaid principal balance due to Mr.

Jinghe Zhang for advances was $233,693.

As of April 28, 2021, Mr.

Jinghe Zhang released

the Company from $295,928.47 of indebtedness owed to him from the Company.

There is no further indebtedness owed from or to Mr.

Zhang by the Company.

Transactions with Joway Shengshi

Joway Shengshi is a company of the discontinued

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

During the years of 2020 and 2019, we received $23,585

and $51,958 of advances from Joway Shengshi, respectively.

As of December 31, 2020, the total unpaid principal balance due to Joway Shengshi

for advances was $459,853.

As of April 28, 2021, Joway Shengshi released the Company from $463,697.67

of indebtedness owed to it from the Company.

There is no further indebtedness owed from or to Joway Shengshi by the Company.

Disposal of all of Joway Health’s subsidiaries and VIEs

On November 20, 2020, Joway Health entered into

a Merger Agreement (the “Merger Agreement”) with Dynamic Elite International Limited, a British Virgin Islands company and

a wholly-owned subsidiary of the Company (“Dynamic Elite”), Crystal Globe Limited, a British Virgin Islands company (“Crystal

Globe”) and Joway Merger Subsidiary Limited, a British Virgin Islands company and a wholly-owned subsidiary of Crystal Globe (“Merger

The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth

therein, Merger Sub will be merged with and into Dynamic Elite (the “Merger”), with Dynamic Elite continuing as the surviving

corporation as a wholly-owned subsidiary of Crystal Globe.

Crystal Globe, as the majority shareholder holding

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

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.

Pursuant to the terms of the Merger Agreement,

at the effective time of the Merger (the “Effective Time”) and as a result of the Merger, the ordinary shares of common stock

of Dynamic Elite issued and outstanding immediately prior to the Effective Time, all of which are held by the Company, will be cancelled

and extinguished.

In accordance with the Merger Agreement, Crystal Globe has offered a cash consideration of $0.045 per share for outstanding

shares of Joway Health’s common stock (the “Merger Consideration”).

As of November 20, 2020, Joway Health reported 20,054,000

shares of common stock outstanding.

As a result of the Merger Agreement, Joway Health

needs to distribute proportionately the Merger Consideration to the Company’s shareholders.

In January 2021, Joway Health had received

$119,070 from Crystal Globe and distributed proportionately to the Company’s minority shareholders, other than Crystal Globe, which

represents 2,646,000 shares of Joway Health’s common stock.

Since the remaining 17,408,000 shares of Joway Health’s common

stock is owned by Crystal Globe, the $0.045 per share payment for the 17,408,000 shares is offset.

Note 8 –

Upon the Company executed the Merger Agreement

on December 31, 2020, no provision was made for federal income taxes since the Company has significant net operating losses.

The Company’s income tax returns since inception

are subject to audit by regulatory authorities.

Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities

in the future.

Management is not aware of any such changes that would have a material effect on the Company’s results of operations,

cash flows or financial position.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex

tax laws and regulations.

FASB ASC Topic 740, Income Taxes provides that a tax benefit from an uncertain tax position may be recognized

when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or

litigation processes, based on the technical merits.

ASC Topic 740 also provides guidance on measurement, derecognition, classification,

interest and penalties, accounting in interim periods, disclosure and transition.

We recognize tax liabilities in accordance with

ASC Topic 740 and we adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously

Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different

from our current estimate of the tax liabilities.

These differences will be reflected as increases or decreases to income tax expense

in the period in which they are determined.

Note 8 –

The loans due to him are for our daily operating activities without interest charge and due on demand.

April 28, 2021, the Company entered into an agreement with Mr.

Jinghe Zhang to release the Company from $ 295,928 of indebtedness owed

As of December 31, 2021 and 2020, the total unpaid principal balance due to Mr.

Jinghe Zhang for advances was $ 3,999 and $ 233,693 ,

respectively.

with Joway Shengshi

Shengshi was one of the Company’s subsidiaries but has been sold via the Merger Agreement on December 31, 2020.

owns 99 % of the equity interest in Joway Shengshi.

For the years ended December 31, 2021 and 2020, we received $ 3,844 and $ 0 of advances

from Joway Shengshi, respectively, for our daily operating activities.

April 28, 2021, Joway Shengshi released the Company from $ 463,698 of indebtedness owed to it.

As of December 31, 2021 and 2020, the total

unpaid principal balance due to Joway Shengshi was $ 0 .

of all of Joway Health’s subsidiaries and VIEs