Idaho Copper Corp 10-K

Item 9A. CONTROLS AND PROCEDURES. Disclosure 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. We 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. Management’s Report on Internal Control Over Financial Reporting Our 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. 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. 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. 16 As 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. Based 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. The 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 processes. 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. Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, 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. Management’s Remediation Initiatives In 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: Assuming 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. We 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. 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. We anticipate that these initiatives will be implemented in conjunction with the acquisition of a business. Changes in Internal Control over Financial Reporting On 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 other. The parties agreed to certain customary post-closing covenants, including those relating to confidentiality, publicity and litigation support. 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. In 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. 17 Item 9B. OTHER INFORMATION. None. Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 18 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Our Board of Directors The Board of Directors is presently composed of one member, Ramon Lata, who was appointed effective as of February 3, 2022. Mr. Lata was also appointed as the President, Treasurer and Secretary of the Company. Since December 2021, Ramon Lata has been a vice president at Wilhelmina International, a model and talent agency. Mr. 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 2019, Mr. Lata was a vice president at Select Model LA., until it was acquired by MP Management. 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. Our Board of Directors currently acts as our audit committee. Compensation Committee We do not presently have a compensation committee. Our Board of Directors currently acts as our compensation committee. Nominating Committee We do not presently have a nominating committee. Our Board of Directors currently acts as our nominating committee. 19 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 Joway Health Group Industries Group Inc., attn: Ramon Lata, 600 South 3 rd Street, Las Vegas, Nevada 89101. Our Executive Officers Ramon Lata, who was appointed effective as of February 3, 2022, is our sole officer. Item 11. EXECUTIVE COMPENSATION. Executive Officer Compensation The 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. No executive officer received compensation in excess of $100,000 in 2021 or 2020. Summary Compensation Table Name and principal position Year Salary ($) Bonus ($) Stock awards ($) Option awards ($) Non-equity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Jinghe Zhang President, Chief Executive Officer 2020 $ 21,500 (1) — — — — — — $ 21,500 2021 $ — — — — — — $ Jinghe 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. (1) The amount of $21,500 in the table above represents the compensation received by Mr. Zhang for the entire year of 2021. Mr. Ramon Lata, our current principal executive officer and principal financial and accounting officer, is serving in such capacity without compensation. Option Plan There were no stock options and no common shares set aside for any stock option plan as of December 31, 2021. Aggregated Option Exercises and Fiscal Year-End Option Value Table There were no stock options exercised during the fiscal year ended December 31, 2021, by the executive officer named in the Executive Compensation Table. Long-Term Incentive Plan (“LTIP”) Awards Table There were no awards made to a named executive officer in the last completed fiscal year under any LTIP. 20 Director Compensation The following is a summary of the compensation we paid to our directors for the fiscal year ended December 31, 2021. Director Compensation Name Fees earned or paid in cash ($) Stock awards ($) Option awards ($) Non-equity incentive plan compensation ($) Nonqualified deferred compensation earnings ($) All other compensation ($) Total ($) Jinghe Zhang $ — — — — — $ Haibo Fan $ — — — — — $ Jun Pang $ — — — — — $ As of April 29, 2021, Jun Pang and Haibo Fan resigned as independent directors of the Company. Mr. Ramon Lata, our current sole director, is serving in such capacity without compensation. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The 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 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. 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 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. The number of shares issued and outstanding as of March 29, 2022 was 20,054,000. Name and Address Number of Shares Common Stock Beneficially Owned Percentage Ownership of Shares of Common Stock Owner of More than 5% of Class JHP Holdings, Inc. (1) 16,644,820 83 % Director and Executive Officers Ramon Lata (2) 16,644,820 83 % All directors and executive officers (1 persons) 16,644,820 83 % (1) JHP Holdings, Inc. holds a total of 16,644,820 shares of the Company’s common stock. As the shareholder and executive director of JHP Holdings, Mr. Lata is the beneficial owner of the shares of the Company held by JHP Holdings. (2) Reflects the 16,644,820 shares held by JHP Holdings, Inc. Mr. 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. 21 Item 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The following are transactions for the last two completed fiscal years and any currently proposed transaction, in which the registrant was or is to be a participant and the amount involved exceeds the less of $120,000 or one percent of the average of the registrant’s total assets at December 31, 2021 and 2020, and in which any of the following persons had or will have a direct or indirect material interest. ● Any director or executive officer; ● Any immediate family member of a director or executive officer, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such director, executive officer and any person (other than a tenant or employee) sharing the household of such director or executive officer; and ● any person who was in any of the following categories when a transaction in which such person had a direct or indirect material interest occurred or existed: ● any person who is known to the registrant to be the beneficial owner of more than five percent of any class of the registrant’s voting securities; or ● Any immediate family member of any such security holder, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such security holder, and any person (other than a tenant or employee) sharing the household of such security holder. Transaction with Crystal Globe On 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. Transactions with Jinghe Zhang During the years ended December 31, 2021 and 2020, we received financial supports of $66,235 and $182,515 from our former CEO and chairman, Mr. Jinghe Zhang. The loans due to him are for our daily operating activities without interest charge and due on demand. On April 28, 2021, the Company entered into an agreement with Mr. Jinghe Zhang to release the Company from $295,928 of indebtedness owed to him. 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. Transactions with Joway Shengshi Joway Shengshi was one of the Company’s subsidiaries but has been sold via the Merger Agreement on December 31, 2020. Mr. Jinghe Zhang 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. On 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. 22 Other Related Party Transactions Except 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 fiscal year. Procedures for Approval of Related Party Transactions Our Director Board is charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis. Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. Audit Fees For each fiscal year of 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 Expenses Audit-related expenses for 2021 and 2020 were $0, respectively. Tax Fees We incurred aggregate fees and expenses of $0 for each fiscal year of 2021 and 2020, respectively. All Other Fees We incurred other fees of $0 for each fiscal year of 2021 and 2020. 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 2020. All of the services provided and fees charged by our independent registered accounting firms in 2021 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 2021 and 2020 fiscal years. The Board of Directors also has discussed with HHC, the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of our financial statements. Our Board of Directors has received and reviewed the written disclosures and the letter from HHC required by Independence Standards Board Standard No.1 (Independence Discussions with Audit Committees), and has discussed with HHC its independence from our company. Our Board of Directors has considered whether the provision of services other than audit services is compatible with maintaining auditor independence. Based on the review and discussions referred to above, the Board of Directors determined that the audited financial statements be included in our Annual Report on Form 10-K for our 2021 and 2020 fiscal years for filing with the SEC. 23 Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. Exhibit Number Description 3.1 Articles of Incorporation (1) 3.2 Bylaws (1) 4.2 Description of Capital Stock 10.35 Merger 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) 10.36 Stock Purchase Agreement, dated as of January 3, 2022, by and among Crystal Globe Limited, Joway Health Industries Group Inc. and JHP Holdings, Inc. (3) 14.1 Code of Ethics (4) 21.1 List of Subsidiaries* 31.1 Certification of the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* 32.1 Certification of the Principal Executive Officer of Registrant pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). (1) Incorporated by reference to the exhibits to our registration statement on Form SB-2 filed with the SEC on September 11, 2003. (2) Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on November 25, 2020. (3) Incorporated by reference to the exhibits to our Current Report on Form 8-K filed with the SEC on February 10, 2022. (4) Incorporated by reference to the exhibits to our Annual Report on Form 10-K filed with the SEC on March 1, 2010. ITEM 16. FORM 10–K SUMMARY None. 24 Signatures Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: March 29, 2022 JOWAY HEALTH INDUSTRIES GROUP INC. By: /s/ Ramon Lata Ramon Lata President and Chief Executive Officer (Principal Executive Officer and Principal Financial and Accounting Officer) Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf of the registrant and in the capacities and on the dates indicated. /s/ Ramon Lata President and Chief Executive Officer March 29, 2022 Ramon Lata (Principal Executive Officer and Principal Financial and Accounting Officer) 25 Report of Independent Registered Public Accounting Firm To the shareholders and the Board of Directors of Joway Health Industries Group Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Joway Health Industries Group Inc. (the Company) as of December 31, 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, 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 The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring significant losses and has accumulated deficiency in stockholders’ equity. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ HHC We have served as the Company’s auditor since 2013. Forest Hills, New York March 29, 2022 PCAOB ID # 5867 F- 1 JOWAY HEALTH INDUSTRIES GROUP INC. BALANCE SHEETS As of December 31, 2021 2020 ASSETS CURRENT ASSETS: Receivable from related party $ - $ 119,070 Total current assets - 119,070 Total assets $ - $ 119,070 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Special dividend payable $ - $ 119,070 Other payables 103,053 51,344 Due to related parties 3,999 693,546 Total current liabilities 107,052 863,960 COMMITMENTS - - STOCKHOLDERS’ EQUITY: Preferred stock - par value $ 0.001 ; 1,000,000 shares authorized; no shares issued and outstanding - - Common stock - par value $ 0.001 ; 200,000,000 shares authorized; 20,054,000 shares issued and outstanding at December 31, 2021 and 2020, respectively 20,054 20,054 Additional paid-in-capital 7,228,862 6,469,236 Accumulated deficit ( 7,355,968 ) ( 7,234,180 ) Total stockholders’ equity ( 107,052 ) ( 744,890 ) Total liabilities and stockholders’ equity $ - $ 119,070 The accompanying notes are an integral part of these financial statements F- 2 JOWAY HEALTH INDUSTRIES GROUP INC. STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS For the Year ended December 31, 2021 2020 REVENUES $ - $ - COST OF REVENUES - - GROSS PROFIT - - General and administrative expenses 121,788 222,607 OPERATING EXPENSES 121,788 222,607 INCOME FROM OPERATIONS ( 121,788 ) ( 222,607 ) Other expenses - ( 252 ) OTHER LOSS, NET - ( 252 ) LOSS BEFORE INCOME TAXES ( 121,788 ) ( 222,859 ) INCOME TAXES - - NET LOSS FROM CONTINUING OPERATIONS ( 121,788 ) ( 222,859 ) Discontinued operations: Loss from operations of discontinued component, net of taxes - ( 760,538 ) Loss from disposal of discontinued component, net of taxes - ( 1,340,795 ) NET LOSS ( 121,788 ) ( 2,324,192 ) OTHER COMPREHENSIVE LOSS: Foreign currency translation adjustments - 165,413 COMPREHENSIVE LOSS $ ( 121,788 ) $ ( 2,158,779 ) LOSS PER COMMON SHARE, BASIC AND DILUTED: Continuing operations - Basic & diluted $ ( 0.01 ) $ ( 0.01 ) Discontinued operations - Basic & diluted $ - $ ( 0.10 ) WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED 20,054,000 20,054,000 The accompanying notes are an integral part of these financial statements F- 3 JOWAY HEALTH INDUSTRIES GROUP INC. STATEMENT OF STOCKHOLDERS’ EQUITY Accumulated Common Stock Additional other Number of Common paid-in Statutory Accumulated comprehensive Total shares stock capital reserves deficit income equity BALANCE, December 31, 2019 20,054,000 $ 20,054 $ 7,361,665 $ 354,052 $ ( 5,264,040 ) $ 486,338 $ 2,958,069 Net Loss - - - - ( 2,324,192 ) - ( 2,324,192 ) Disposal of subsidiary - - ( 892,429 ) ( 354,052 ) 354,052 ( 651,751 ) ( 1,544,180 ) Foreign currency translation gain - - - - - 165,413 165,413 BALANCE, December 31, 2020 20,054,000 20,054 6,469,236 - ( 7,234,180 ) - ( 744,890 ) Net Loss - - - - ( 121,788 ) - ( 121,788 ) Forgiveness of related party debts - - 759,626 - - - 759,626 BALANCE, December 31, 2021 20,054,000 $ 20,054 $ 7,228,862 $ - $ ( 7,355,968 ) $ - $ ( 107,052 ) The accompanying notes are an integral part of these financial statements F- 4 JOWAY HEALTH INDUSTRIES GROUP INC. STATEMENT OF CASH FLOWS For the Year ended December 31, 2021 2020 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 Changes in operating assets and liabilities: Prepaid Expense - 15,000 Other payables 51,709 25,344 Net cash used in operating activities from continuing component ( 70,079 ) ( 182,515 ) Net cash used in operating activities from discontinued component - ( 382,246 ) Net cash used in operating activities ( 70,079 ) ( 564,761 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash received from disposal of subsidiaries 119,070 - Net cash provided by investing activities from continuing component 119,070 - Net cash used in investing activities from discontinued component - ( 79,446 ) Net cash provided by (used in) investing activities 119,070 ( 79,446 ) CASH FLOWS FROM FINANCING ACTIVITIES: Distribution of special dividend ( 119,070 ) - Due to related parties 70,079 182,515 Net cash provided by (used in) financing activities from continuing component ( 48,991 ) 182,515 Net cash provided by financing activities from discontinued component - 424,562 Net cash provided by (used in) financing activities ( 48,991 ) 607,077 EFFECT OF EXCHANGE RATE CHANGES ON CASH - 37,130 NET INCREASE IN CASH - - CASH, beginning of year - - CASH, end of year $ - $ - SUPPLEMENTAL DISCLOSURES: Income taxes paid $ - $ - Interest paid $ - $ - NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES Receivable used to offset the selling price of disposal of Dynamic Elite and Subsidiaries $ - $ 783,360 Uncollected consideration from Disposal of Dynamic Elite and Subsidiaries $ - $ 119,070 Undistributed consideration to shareholders $ - $ 119,070 Forgiveness of related party debts $ 759,626 $ - The accompanying notes are an integral part of these financial statements F- 5 JOWAY HEALTH INDUSTRIES GROUP INC. NOTES TO FINANCIAL STATEMENTS Note 1 – ORGANIZATION The financial statements include the financial statements of Joway Health Industries Group Inc. (referred to herein as “Joway Health”). Joway Health is hereinafter referred to 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 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. 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 engaged 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”) conducted its business through Tianjin Joway Shengshi Group Co., Ltd. Tianjin 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., Ltd. and Tianjin Oriental Shengtang Trading Import & Export Trading Co., Ltd. are subsidiaries of Joway Shengshi. Shenyang Joway Electronic Technology Co., Ltd. (referred to herein as “Joway Technology”) was originally named Liaoning Joway Technology Engineering Co., Ltd. which was incorporated on March 28, 2007 in PRC. The name was changed on June 22, 2011. It engages in the distribution of Tourmaline Activated Water Machines and the construction of Tourmaline Wellness Houses. Prior to July 25, 2010, Joway Shengshi owned 90.91 % of Joway Technology. Joway Shengshi entered into a share acquisition agreement with Jingyun Chen, another stockholder of Joway Technology on July 25, 2010 to acquire the remaining 9.09 % of the share of Joway Technology. As a result of the share acquisition, Joway Technology became a wholly-owned subsidiary of Joway Shengshi. Tianjin Joway Decoration Engineering Co., Ltd. (referred to herein as “Joway Decoration”) was incorporated on April 22, 2009 in PRC. It engages in the distribution of Tourmaline Activated Water Machines, Tourmaline Wellness Room for family use and Tourmaline Wellness House materials. Prior to July 9, 2010, Joway Shengshi owned 90 % of Joway Decoration. Joway Shengshi entered into a share acquisition agreement with Jingyun Chen, another stockholder of Joway Decoration on July 9, 2010 to acquire the remaining 10 % of the shares of Joway Decoration. As a result of the share acquisition, Joway Decoration became a wholly-owned subsidiary of Joway Shengshi. Jingyun Chen is currently the General Manager of Joway Decoration. Tianjin Oriental Shengtang Import & Export Trading Co., Ltd. (referred to herein as “Shengtang Trading”) was incorporated on September 18, 2009 in the PRC. It engages in purchasing raw materials which it sells to other companies of the group. Prior to July 28, 2010, Joway Shengshi owned 95 % of Shengtang Trading. Joway Shengshi entered into a share acquisition agreement with Wang Aiying, another stockholder of Shengtang Trading on July 28, 2010 to acquire the remaining 5 % of the shares of Shengtang Trading. As a result of the share acquisition, Shengtang Trading became a wholly-owned subsidiary of Joway Shengshi. F- 6 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 (“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 thereby. 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 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. As of December 31, 2020, the Effective Time of the Merger, the 10,000 ordinary shares of common stock of Dynamic Elite issued and outstanding immediately which were held by the Company, were cancelled for $ 119,070 in cash as Merger Consideration, or $ 0.45 per share. 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 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. On 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”). Going forward, the Company intends to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for the Company’s stockholders. Note 2 – GOING CONCERN The accompanying 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. The continuation of our company as a going concern through the next twelve months is dependent upon (1) the continued financial support from our stockholders or external financing. Management believes that our existing stockholders will provide the additional cash to meet our obligations as they become due, and (2) that it will be able to implement its business plan to expand our company’s operations and generate sufficient revenues to meet its obligations. These conditions raise substantial doubt about our company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for our company to continue as a going concern. F- 7 Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis 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 financial statements include all adjustments that, in the opinion of management, are necessary to make the financial statements not misleading. After the consummation of the Merger as of December 31, 2020, the Company’s functional currency is USD. Use of Estimates 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 operations. None of these reclassifications had an impact on reported financial position or cash flows for any of the periods presented. Basis of Consolidation For the periods prior to the consummation of the Merger as of December 31, 2020, the Company consolidated financial statements including Dynamic Elite, its former wholly owned subsidiaries, and controlled VIEs. 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 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 expenses. Equity accounts are translated at their historical exchange rates when the equity transactions occurred. The resulting transaction adjustments are recorded as a component of stockholders’ equity. Gains and losses from foreign currency transactions are included in net income. December 31, 2020 Year ended RMB: USD Exchange rate 6.5249 Average yearly RMB: USD Exchange rate 6.8976 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, 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. F- 8 Other Comprehensive Income Other comprehensive income is defined as the change in equity during the period from transactions and other events, excluding the changes resulting from investments by owners and distributions to owners. Other comprehensive income is not included in the computation of income tax expense or benefit. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments. Concentrations of Credit Risk Prior to the consummation of the Merger as of December 31, 2020, the Company’s operations were carried out in the PRC. Accordingly, 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. As 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. Fair Value of Financial Instruments Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 (formerly Statement of Financial Accounting Standard (“SFAS”) No. 157 Fair Value Measurements) establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as the following: ● Level 1—defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and ● Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The carrying amounts reported in the balance sheets for cash, accounts receivable, other receivable, accounts payable, other payable, and amounts due from related parties generally approximate their fair market values based on the short-term maturity of these instruments. ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments. 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. After the consummation of the Merger as of December 31, 2020, the Company did not report any revenue for the year ended December 31, 2021. F- 9 Income Taxes The Company accounts for income taxes in accordance with FASB ASC 740 “Income Taxes” (formerly SFAS No. 109 Accounting for Income Taxes) , which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets is dependent upon future earnings, if any, of which the timing and amount are uncertain. According to ASC 740, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. 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, 2021 and 2020. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company 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 Sub”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Dynamic Elite (the “Merger”), with Dynamic Elite continuing as the surviving corporation as a wholly-owned subsidiary of Crystal Globe. Crystal Globe, as the majority shareholder holding approximately 86.81 % of the Company, is also the sole shareholder of Dynamic Elite after the Merger. Mr. Jinghe Zhang, as the President, Chief Executive Officer, Chairman and Director, and the majority beneficial owner of the Company, also serves as sole shareholder and executive director of Crystal Globe. As a result, the Company and Dynamic Elite are under common control of Crystal Globe and Mr. Jinghe Zhang. F- 10 Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) and as a result of the Merger, the ordinary shares of common stock of Dynamic Elite issued and outstanding immediately prior to the Effective Time, all of which are held by the Company, will be cancelled and extinguished. In accordance with the Merger Agreement, Crystal Globe has offered a cash consideration of $ 0.045 per share for outstanding shares of Joway Health’s common stock (the “Merger Consideration”). As of November 20, 2020, Joway Health reported 20,054,000 shares of common stock outstanding. As a result, Joway Health recognized a loss of $ 1,340,795 from this transaction. In January 2021, Joway Health had received $ 119,070 from Crystal Globe and distributed proportionately to the Company’s minority shareholders, other than Crystal Globe, which represents 2,646,000 shares of Joway Health’s common stock. Since the remaining 17,408,000 shares of Joway Health’s common stock is owned by Crystal Globe, the $ 0.045 per share payment for the 17,408,000 shares is offset. The following is a reconciliation of the deconsolidation: Amount Selling price $ 902,430 Disposed assets and liabilities: Cash 79,446 Current assets 1,133,812 Fixed assets 3,194,533 Intangible assets 465,007 Liabilities ( 1,977,822 ) Accumulated other comprehensive income ( 651,751 ) 2,243,225 Loss from disposal of discontinued component, net of income tax $ ( 1,340,795 ) Note 4 – RECEIVABLE FROM RELATED PARTY Receivable from related party consist of the following: December 31, 2021 2020 Crystal Globe $ - $ 119,070 The receivable from Crystal Globe is related to the Merger Agreement which is part of the Merger Consideration for Joway Health’s minority shareholders who hold 2,646,000 shares of Joway Health’s common stock. In January 2021, Joway Health had received $ 119,070 from Crystal Globe and distributed proportionately to the Company’s minority shareholders. Note 5 – SPECIAL DIVIDEND PAYABLE As of September 30, 2021 and December 31, 2020, the Company reported $ 0 and $ 119,070 as special dividend payables, respectively. The payables are related to the Merger Agreement which is part of the Merger Consideration for Joway Health’s minority shareholders who hold 2,646,000 shares of Joway Health’s common stock. On November 20, 2020, Joway Health entered into a Merger Agreement (the “Merger Agreement”) with Dynamic Elite International Limited, a British Virgin Islands company and a wholly-owned subsidiary of the Company (“Dynamic Elite”), Crystal Globe Limited, a British Virgin Islands company (“Crystal Globe”) and Joway Merger Subsidiary Limited, a British Virgin Islands company and a wholly-owned subsidiary of Crystal Globe (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Dynamic Elite (the “Merger”), with Dynamic Elite continuing as the surviving corporation as a wholly-owned subsidiary of Crystal Globe. F- 11 Crystal Globe, as the majority shareholder holding approximately 86.81 % of the Company, is also the sole shareholder of Dynamic Elite after the Merger. Mr. Jinghe Zhang, as the 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. Jinghe Zhang. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) and as a result of the Merger, the ordinary shares of common stock of Dynamic Elite issued and outstanding immediately prior to the Effective Time, all of which are held by the Company, will be cancelled and extinguished. In accordance with the Merger Agreement, Crystal Globe has offered a cash consideration of $ 0.045 per share for outstanding shares of Joway Health’s common stock (the “Merger Consideration”). As of November 20, 2020, Joway Health reported 20,054,000 shares of common stock outstanding. As a result of the Merger Agreement, Joway Health needs to distribute proportionately the Merger Consideration to the Company’s shareholders. In January 2021, Joway Health had received $119,070 from Crystal Globe and distributed proportionately to the Company’s minority shareholders, other than Crystal Globe, which represents 2,646,000 shares of Joway Health’s common stock. Since the remaining 17,408,000 shares of Joway Health’s common stock is owned by Crystal Globe, the $0.045 per share payment for the 17,408,000 shares is offset. Note 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. Note 7 – RELATED PARTY TRANSACTIONS Payables due to related parties consist of the following: December 31, 2021 2020 Jinghe Zhang $ 3,999 $ 233,693 Joway Shengshi - 459,853 Total $ 3,999 $ 693,546 The amounts owed to related parties are non-interest bearing and have no specified repayment terms. Transactions with Jinghe Zhang During the years ended December 31, 2021 and 2020, we received financial supports of $ 66,235 and $ 182,515 from our former CEO and chairman, Mr. Jinghe Zhang. The loans due to him are for our daily operating activities without interest charge and due on demand. On April 28, 2021, the Company entered into an agreement with Mr. Jinghe Zhang to release the Company from $ 295,928 of indebtedness owed to him. 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. Transactions with Joway Shengshi Joway Shengshi was one of the Company’s subsidiaries but has been sold via the Merger Agreement on December 31, 2020. Mr. Jinghe Zhang 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. On 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 . F- 12 Disposal of all of Joway Health’s subsidiaries and VIEs On November 20, 2020, Joway Health entered into a Merger Agreement (the “Merger Agreement”) with Dynamic Elite International Limited, a British Virgin Islands company and a wholly-owned subsidiary of the Company (“Dynamic Elite”), Crystal Globe Limited, a British Virgin Islands company (“Crystal Globe”) and Joway Merger Subsidiary Limited, a British Virgin Islands company and a wholly-owned subsidiary of Crystal Globe (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Dynamic Elite (the “Merger”), with Dynamic Elite continuing as the surviving corporation as a wholly-owned subsidiary of Crystal Globe. 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 consideration for $902,430 in cash (the “Merger Consideration”). The Company was obligated to distribute the Merger Consideration to its shareholders 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. The Merger Consideration due from Crystal Globe was partly offset by the distribution due to Crystal Globe at the amount of $783,360. The remaining portion of $119,070 of Merger Consideration was paid by Crystal Globe in cash and distributed to the Company’s minority shareholders as a special dividend in January 2022. The transaction was completed on December 31, 2020. Note 8 – INCOME TAXES Upon the Company executed the Merger Agreement on December 31, 2020, no provision was made for federal income taxes since the Company has significant net operating losses. The Company’s income tax returns since inception are subject to audit by regulatory authorities. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows or financial position. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations. FASB ASC Topic 740, Income Taxes provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. ASC Topic 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We recognize tax liabilities in accordance with ASC Topic 740 and we adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. Note 9 – SUBSEQUENT EVENTS Change in Control On 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 Limited, a company incorporated under the laws of British Virgin Islands (the “Seller”), 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 the Seller. On February 2, 2022, Mr. Ramon Lata was appointed to the board of the directors upon the resignation of Jinghe Zhang, the sole officer and director of the Company. Mr. Lata was also appointed as the President, Treasurer and Secretary of the Company. In connection with the resignation of Mr. Zhang, all obligations owed to Mr. Zhang from the Company were cancelled and there are no further debts or liabilities owed by the Company to any affiliate or former affiliate of the Company. F- 13