What changed in this filing

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Item 1A. Risk Factors

2025-03-27 compared with 2024-03-28 · 121 added, 300 removed, 1387 unchanged (23% of the section changed)

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In addition, key members of our management team have limited experience managing a public company.

As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements, which could leave our shareholders without information or rights available to shareholders of more mature companies.

Because we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company,” our financial statements may not be comparable to companies that comply with public company effective dates.

Risks Related to Doing Business in China

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The PRC government exerts substantial influence over the manner in which we conduct our business activities.

The PRC government may also intervene or influence our operations and this offering at any time, which could result in a material change in our operations and our common stock could decline in value or become worthless.

The PRC government may also intervene or influence our operations at any time, which could result in a material change in our operations and our common stock could decline in value or become worthless.

The CSRC has enacted the draft rules for China-based companies seeking to conduct initial public offerings in foreign markets.

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which can cause economic harm to our business.

Changes in the political and

economic policies of the PRC government may materially and adversely affect our business, financial condition and results of operations

and may result in our inability to sustain our growth and expansion strategies.

are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.

The PRC government exerts substantial

influence over the manner in which we conduct our business activities.

The PRC government may also intervene or influence our operations

and this offering at any time, which could result in a material change in our operations and our common stock could decline in value

or become worthless.

The CSRC has enacted the draft

rules for China-based companies seeking to conduct initial public offerings in foreign markets.

While such rules have not yet gone

into effect and we have determined we are not subject to the measures, the CSRC may exert more oversight and control over offerings

that are conducted overseas and foreign investment in China-based issuers, which could significantly limit or completely hinder our

ability to offer or continue to offer our common stock to investors and could cause the value of our common stock to significantly

decline or become worthless.

Failure to make adequate contributions

to various employee benefit plans and withhold individual income tax on employees’ salaries as required by PRC regulations

may subject us to penalties.

We must remit the offering

proceeds to China before they may be used to benefit our business in China, and we cannot assure that we can finish all necessary

governmental registration processes in a timely manner.

If relations between the United

States and China worsen, investors may be unwilling to hold or buy our stock and our stock price may decrease.

The fluctuation of the Renminbi

may have a material adverse effect on your investment.

Restrictions on currency exchange

may limit our ability to receive and use our revenue effectively.

The PRC’s legal and judicial

system may not adequately protect our business and operations and the rights of foreign investors.

Because our principal assets

are located outside of the United States, it may be difficult for you to enforce your rights based on U.S.

federal securities laws

against us or to enforce a U.S.

court judgment against us or our operating subsidiaries in the PRC and in Hong Kong

Our operations could be adversely

affected, directly or indirectly, by future PRC laws and regulations relating to our business or industry, if we inadvertently conclude

that such approvals or permissions, including business licenses, are not required when they are, or applicable laws, regulations,

or interpretations change and we are required to obtain approvals or permissions in the future.

You may face difficulties in

protecting your interests and exercising your rights as our stockholder since we conduct the bulk of our operations in China.

We and our shareholders face

uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a

Chinese establishment of a non-Chinese company, or immovable properties located in China owned by non-Chinese companies.

The future development of national security laws and regulations in Hong Kong could materially impact our business by possibly triggering sanctions and other measures which can cause economic harm to our business.

Potential political and economic instability in Hong Kong may adversely impact our results of operations.

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Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates.

Even if our common stock becomes publicly-traded and an active trading market develops, the market price for our common stock may be volatile.

Our common stock may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Our common stock may be considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.

Even if an active trading market develops, the market price for our

common stock may be volatile.

Our common stock may be

thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or

otherwise desire to liquidate your shares.

Our common stock is considered a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.

FINRA sales practice requirements may also limit your ability to buy and sell shares of our common stock, which could depress the price of shares of our common stock.

You may face significant restrictions on the resale of your shares of our common stock due to state “blue sky” laws.

Potential future sales under Rule 144 may depress the market price for the common stock.

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resident officer and director.

The Company is selling shares without an underwriter and may not be able to sell all or any of the shares offered herein.

The exclusive forum provision in our subscription agreement may have the effect of limiting a purchaser’s ability to bring legal action against the company and could limit a purchaser’s ability to obtain a favorable judicial forum for disputes.

Purchasers in this offering may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable outcomes to the plaintiff(s) in any such action.

of the following factors, as well as other factors affecting the Company’s financial condition and operating results, past financial

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may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product

Even if our common stock becomes

publicly-traded and an active trading market develops, the market price for our common stock may be volatile.

Our common stock may be thinly

traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise

desire to liquidate your shares.

Our common stock may be considered

a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to

FINRA sales practice requirements

may also limit your ability to buy and sell shares of our common stock, which could depress the price of shares of our common stock.

You may face significant restrictions

on the resale of your shares of our common stock due to state “blue sky” laws.

Potential future sales under

Rule 144 may depress the market price for the common stock.

Volatility in our common stock

price may subject us to securities litigation.

We are not likely to pay cash

dividends in the foreseeable future.

investors may experience

difficulties in attempting to effect a service of process and enforce judgments based upon U.S.

Federal Securities Laws against the

company and its non U.S.

resident officer and director.

The Company is selling shares

without an underwriter and may not be able to sell all or any of the shares offered herein.

The exclusive forum provision

in our subscription agreement may have the effect of limiting a purchaser’s ability to bring legal action against the company

and could limit a purchaser’s ability to obtain a favorable judicial forum for disputes.

Purchasers in this offering

may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable

outcomes to the plaintiff(s) in any such action.

of the following factors, as well as other factors affecting the Company’s financial condition and operating results, past financial

performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends

to anticipate results or trends in future periods.

Our majority stockholders will

control our company for the foreseeable future, including the outcome of matters requiring shareholder approval.

No public market for our common

stock currently exists, and an active trading market may not develop or be sustained following this offering.

While we believe our revenues

and cash on hand are adequate to meet our immediate needs, we may require additional funding in order to progress our business in

If we are unable to raise additional capital, we could be forced to delay, reduce or eliminate portions of our business.

There is substantial doubt

about our ability to continue as a going concern.

Raising additional capital

may cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies or product

Even if our common stock becomes

publicly-traded and an active trading market develops, the market price for our common stock may be volatile.

Even if an active trading market develops, the market price for our common stock may be volatile.

Our common stock may be thinly

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desire to liquidate your shares.

Our common stock may be considered

Our common stock is considered

a “penny stock,” and thereby be subject to additional sale and trading regulations that may make it more difficult to

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may also limit your ability to buy and sell shares of our common stock, which could depress the price of shares of our common stock.

You may face significant restrictions

on the resale of your shares of our common stock due to state “blue sky” laws.

Potential future sales under

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resident officer and director.

The Company is selling shares

without an underwriter and may not be able to sell all or any of the shares offered herein.

The exclusive forum provision

in our subscription agreement may have the effect of limiting a purchaser’s ability to bring legal action against the company

and could limit a purchaser’s ability to obtain a favorable judicial forum for disputes.

Purchasers in this offering

may not be entitled to a jury trial with respect to claims arising under the subscription agreement, which could result in less favorable

outcomes to the plaintiff(s) in any such action.

of the following factors, as well as other factors affecting the Company’s financial condition and operating results, past financial

performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends

to anticipate results or trends in future periods.

Risks Related to Our Business

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acquisitions or consolidation within our industry.

we are unable to compete successfully, our business, financial condition and results of operations could be adversely affected.

our ability to establish and maintain relationships

with partners;

changes mandated by, or that we elect to make, to address,

legislation, regulatory authorities or litigation, including settlements, judgments, injunctions and consent decrees;

our ability to attract, retain and motivate talented

our ability to raise additional capital;

acquisitions or consolidation within our industry.

we are unable to compete successfully, our business, financial condition and results of operations could be adversely affected.

We could be subject

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to attract, grow and retain a diverse and balanced customer base could harm our business and operating results.

We have a limited number of

customers that account for a substantial portion of our revenues, which carries risks.

Three of our customers, accounted for approximately

54% of our revenues for the year ended December 31, 2023.

It is not possible for us to predict the level of demand that will be generated

by any of these customers in the future.

In addition, revenues from these larger customers may fluctuate from time to time based on these

customers’ business needs and customer experience, the timing of which may be affected by market conditions or other factors outside

of our control.

These customers could also potentially pressure us to reduce the prices we charge, which could have an adverse effect

on our margins and financial position and could negatively affect our revenues and results of operations.

However, there is no assurance

that if any of our large customers terminates their relationship with us or materially reduces the services they acquire from us, such

termination or reduction could negatively affect our revenues and results of operations.

We have a limited number of customers that account for a substantial

portion of our revenues, which carries risks.

Two of our customers, accounted for approximately 53% of our revenues for the year ended

December 31, 2024.

It is not possible for us to predict the level of demand that will be generated by any of these customers in the future.

In addition, revenues from these larger customers may fluctuate from time to time based on these customers’ business needs and customer

experience, the timing of which may be affected by market conditions or other factors outside of our control.

These customers could also

potentially pressure us to reduce the prices we charge, which could have an adverse effect on our margins and financial position and could

negatively affect our revenues and results of operations.

However, there is no assurance that if any of our large customers terminates

their relationship with us or materially reduces the services they acquire from us, such termination or reduction could negatively affect

our revenues and results of operations.

Our ability to attract, grow

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our business and financial condition will become more visible, which may result in threatened or actual litigation, including by competitors.

Our current management has limited experience

managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining

to public companies.

Our management team may not successfully or efficiently manage our transition to being a public company subject to

significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities

analysts and investors.

These new obligations and constituents will require significant attention from our senior management and could

divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial

condition and results of operations.

As an “emerging growth company” under applicable

law, we will be subject to lessened disclosure requirements, which could leave our shareholders without information or rights available

to shareholders of more mature companies.

For as long as we remain an “emerging

growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (which we refer to herein as the JOBS Act), we have

elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not “emerging growth companies” including, but not limited to:

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

taking advantage of an extension of time to comply with new or revised financial accounting standards;

reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements;

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We expect to take advantage of these

reporting exemptions until we are no longer an “emerging growth company.” Because of these lessened regulatory requirements,

our shareholders would be left without information or rights available to shareholders of more mature companies.

Because we have elected to use the extended transition period

for complying with new or revised accounting standards for an “emerging growth company,” our financial statements may not

be comparable to companies that comply with public company effective dates.

We have elected to use the extended transition

period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act.

This election allows us to delay

the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards

apply to private companies.

As a result of this election, our financial statements may not be comparable to companies that comply with

public company effective dates.

Consequently, our financial statements may not be comparable to companies that comply with public company

effective dates.

As such, investors may have difficulty evaluating or comparing our business, performance or prospects in comparison to

other public companies, which may have a negative impact on the value and liquidity of shares of our common stock.

Our current management

has limited experience managing a publicly traded company, interacting with public company investors and complying with the increasingly

complex laws pertaining to public companies.

Our management team may not successfully or efficiently manage our transition to being a

public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous

scrutiny of securities analysts and investors.

These new obligations and constituents will require significant attention from our senior

management and could divert their attention away from the day-to-day management of our business, which could adversely affect

our business, financial condition and results of operations.

Risks Related to Doing Business in China

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or impair our ability to raise money.

The PRC government exerts substantial influence over the manner

in which we conduct our business activities.

The PRC government may also intervene or influence our operations and this offering at any

time, which could result in a material change in our operations and our common stock could decline in value or become worthless.

The PRC government exerts substantial influence over the manner in

which we conduct our business activities.

The PRC government may also intervene or influence our operations at any time, which could result

in a material change in our operations and our common stock could decline in value or become worthless.

advised by our PRC counsel, Beijing Haotai Law Firm, we currently have not received any notice or administrative order which require the

Company to obtain approval from Chinese authorities to list on U.S exchanges, however, if our holding company or any of our PRC

Company to obtain approval from Chinese authorities to list on U.S.

exchanges, however, if our holding company or any of our PRC

subsidiary were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S.

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significant impact upon the business we conduct in Hong Kong and the profitability of such business.

Our operational activities are conducted in Hong

Kong and through our wholly owned subsidiary Universe Travel in Shenzhen in Guangdong Province.

Accordingly, political and economic conditions

in Hong Kong and the surrounding region, including Guangdong Province, may directly affect our business.

Since early 2019, a number of

political protests and conflicts have occurred in Hong Kong in connection with proposed legislation that would allow local authorities

to detain and extradite people who are wanted in territories that Hong Kong does not have extradition agreements with, including mainland

China and Taiwan.

The economy of Hong Kong has been negatively impacted, including our retail market, property market, stock market, and

tourism, from such protests.

Our operational activities are conducted in Hong Kong and through our

wholly owned subsidiary Universe Travel in Shenzhen in Guangdong Province.

Accordingly, political and economic conditions in Hong Kong

and the surrounding region, including Guangdong Province, may directly affect our business.

From 2019 until 2020, a number of political

protests and conflicts have occurred in Hong Kong in connection with proposed legislation that would allow local authorities to detain

and extradite people who are wanted in territories that Hong Kong does not have extradition agreements with, including mainland China

The economy of Hong Kong had been negatively impacted, including our retail market, property market, stock market, and tourism,

from such protests.

Under the Basic Law, Hong Kong is exclusively in

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Issuers on its website shortly after registra nts begin filing their annual reports for 2021.

On December 16, 2021, PCAOB announced the PCAOB Holding Foreign Companies

Accountable Act determinations (the “2021 PCAOB Determinations”) relating to the PCAOB’s inability to inspect or investigate

completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region

and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.

December 16, 2021, PCAOB announced the PCAOB Holding Foreign Companies Accountable Act determinations (the “2021 PCAOB

Determinations”) relating to the PCAOB’s inability to inspect or investigate completely registered public accounting

firms headquartered in mainland China of the PRC or Hong Kong, a Special Administrative Region and dependency of the PRC, because of

a position taken by one or more authorities in the PRC or Hong Kong.

Our auditor, YCM CPA INC.

is not headquartered in China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination.

is not headquartered in China or Hong

Kong and was not identified in this report as a firm subject to the PCAOB’s determination.

The lack of access to the PCAOB inspection in China

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active trading market may not develop or be sustained following this offering.

we are in our early stages of development, an investment in our Company will likely require a long-term commitment, with no certainty

We have applied for quotation of our common stock on the OTC Market.

Even if our common stock is quoted on the OTC Market,

As we are in our early stages of development, an investment in our

Company will likely require a long-term commitment, with no certainty of return.

Our common stock is quoted on the OTC Market.

there is no guarantee that there will be any trading in our common stock.

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predict whether an active market for our common stock will ever develop in the future.

the absence of an active trading market:

In the absence of an active trading market:

investors may have difficulty buying and selling or obtaining market quotations;

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to continue as a going concern.

audited financial statements for the year ended December 31, 2023 were

prepared assuming that we will continue as a going concern.

In addition, as discussed in Note 3

of the financial statements for the year ended December 31, 2023 , the

Company has suffered recurring losses from operations.

These conditions raise substantial doubt on our ability to continue as a going

The report of our independent registered public accounting firm on our financial statements for the year ended December 31, 2023

included an explanatory paragraph on the doubt of our ability to continue as

a going concern in order to draw prospective investors’ attention to the relevant note in the financial statements for the year

ended December 31, 2023 .

Our audited financial statements for the year ended December 31, 2024

were prepared assuming that we will continue as a going concern.

In addition, as discussed in Note 3 of the financial statements for the

year ended December 31, 2024, the Company has suffered recurring losses from operations.

These conditions raise substantial doubt on our

ability to continue as a going concern.

The report of our independent registered public accounting firm on our financial statements for

the year ended December 31, 2024 included an explanatory paragraph on the doubt of our ability to continue as a going concern in order

to draw prospective investors’ attention to the relevant note in the financial statements for the year ended December 31, 2024.

order to continue as a going concern, the Company will need, among other things, additional capital resources.

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could be substantially diminished.

Assuming we can find market makers to

establish quotations for our common stock, and assuming all applicable approvals are obtained, we expect that our common stock will be

quoted on the OTC Market.

This market is a relatively unorganized, inter-dealer, over-the-counter markets that provide significantly less

liquidity than any tier of the NASDAQ or the New York Stock Exchange.

No assurances can be given that our common stock, even if quoted

on such markets, will ever trade on such markets, much less a senior market like NASDAQ or the New York Stock Exchange.

In this event,

there would be a highly illiquid market for our common stock and you may be unable to dispose of your common stock at desirable prices

Moreover, there is a risk that our common stock could be delisted from the OTC Market, in which case it might be listed on

OTC Pink, which is even more illiquid than the OTC Market.

Our common stock is currently quoted on the OTC Market.

is a relatively unorganized, inter-dealer, over-the-counter markets that provide significantly less liquidity than any tier of the NASDAQ

or the New York Stock Exchange.

No assurances can be given that our common stock will remain quoted on such markets, much less a

senior market like NASDAQ or the New York Stock Exchange.

In this event, there would be a highly illiquid market for our common stock

and you may be unable to dispose of your common stock at desirable prices or at all.

Moreover, there is a risk that our common stock could

be delisted from the OTC Market, in which case it might be listed on OTC Pink, which is even more illiquid than the OTC Market.

The lack of an active market impairs

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our operations through acquisitions by using our shares as consideration.

if our common stock becomes publicly-traded and an active trading market develops, the market price for our common

stock may be volatile.

Even if our securities become publicly-traded

and even if an active market for our common stock develops, of which no assurance can be given, the market price for our common stock

may be volatile and subject to wide fluctuations due to factors such as:

Even if an active trading market develops, the market price for our

common stock may be volatile.

Even if an active market for our common stock develops, of which no

assurance can be given, the market price for our common stock may be volatile and subject to wide fluctuations due to factors such as:

the perception of U.S.

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sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Assuming our common stock trades over-the-counter,

our common stock will be “thinly-traded,” meaning that the number of persons interested in purchasing our common stock at

or near bid prices at any given time may be relatively small or non-existent.

This situation may be attributable to a number of factors,

including the fact that we are relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment

community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse

and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time

as we became more seasoned.

As a consequence, there may be periods of several days or more when trading activity in our shares is

minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally

support continuous sales without an adverse effect on share price.

Broad or active public trading market for our common stock may

not develop or be sustained.

Our common stock may be considered a “penny stock,”

Our common stock currently trades over-the-counter and are “thinly-traded,”

meaning that the number of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively

small or non-existent.

This situation may be attributable to a number of factors, including the fact that we are relatively unknown

to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume,

and that even if we came to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company

such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned.

As a consequence, there

may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer

which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share

Broad or active public trading market for our common stock may not develop or be sustained.

Our common stock is considered a “penny stock,”

and thereby be subject to additional sale and trading regulations that may make it more difficult to sell.

common stock, which we plan to have quoted for trading on the OTC Market, may be considered to be a “penny stock” if it does

not qualify for one of the exemptions from the definition of “penny stock” under Section 3a51-1 of the Exchange Act, as amended.

common stock may be a “penny stock” if it meets one or more of the following conditions:

(i) the stock trades at a price less

than $5.00 per share;

(ii) it is not traded on a “recognized” national exchange;

(iii) it is not quoted on the Nasdaq Capital

Market or, even if so, has a price of less than $5.00 per share;

or (iv) is issued by a company that has been in business less than three

years with net tangible assets less than $5 million.

Our common stock, which is currently trading on the OTC Market, is

considered to be a “penny stock” if it does not qualify for one of the exemptions from the definition of “penny stock”

under Section 3a51-1 of the Exchange Act, as amended.

Our common stock is a “penny stock ”since it meets one or

more of the following conditions:

(i) the stock trades at a price less than $5.00 per share;

(ii) it is not traded on a “recognized”

national exchange;

(iii) it is not quoted on the Nasdaq Capital Market or, even if so, has a price of less than $5.00 per share;

is issued by a company that has been in business less than three years with net tangible assets less than $5 million.

The principal

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stock will be subject to the “penny stock” regulations set forth in Rules 15g-2 through 15g-9 promulgated under the Exchange

For example, Rule 15g-2 requires broker-dealers dealing

in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and

dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’s

Moreover, Rule 15g-9 requires broker-dealers in penny

stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor.

For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document

disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days

before effecting any transaction in a penny stock for the investor’s account.

Moreover, Rule 15g-9 requires broker-dealers

in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor.

procedure requires the broker-dealer to:

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reflects the investor’s financial situation, investment experience and investment objectives.

with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third

parties or to otherwise dispose of them in the market or otherwise.

Compliance with these requirements

may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise

dispose of them in the market or otherwise.

FINRA sales practice requirements may also limit your ability

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stock, and thereby depress price of our common stock.

You may face significant restrictions on the resale of your shares

of our common stock due to state “blue sky” laws.

Each state has its own securities laws,

often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered

in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business

directly or indirectly in the state.

Before a security is sold in a state, there must be a registration in place to cover the transaction,

or it must be exempt from registration.

The applicable broker-dealer must also be registered in that state.

We do not know whether our securities

will be registered or exempt from registration under the laws of any state.

A determination regarding registration will be made by those

broker-dealers, if any, who agree to serve as market makers for our common stock.

We have not yet applied to have our securities registered

in any state and will not do so until we receive expressions of interest from investors resident in specific states after they have viewed

this offering document.

There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers

to buy, our securities.

You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell

your shares without the significant expense of state registration or qualification.

Potential future sales under Rule 144 may depress the market

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Although the local authorities

in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement

cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the Unities States

have not been efficient in the absence of mutual and practical cooperation mechanism.

According to Article 177 of the PRC Securities Law,

which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection

activities within the territory of the PRC.

Accordingly, without the consent of the competent PRC securities regulators and relevant

authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas

Further, there is uncertainty as to whether PRC courts would (i) recognize or enforce judgments of United States courts obtained

against us or our director and officer predicated upon the civil liability provisions of the securities laws of the United States or any

state in the United States, or (ii) entertain original actions brought in each respective jurisdiction against us or our director and

officer predicated upon the securities laws of the United States or any state in the United States.

Company is selling shares without an underwriter and may not be able to sell all or any of the shares offered herein.

common stock are hereby being offered on our behalf by our officers and directors, on a best-efforts basis.

No broker-dealer has

been retained as an underwriter and no broker-dealer is under any obligation to purchase any shares of

common stock.

There are no firm commitments to purchase any of the shares in the direct public offering.

Consequently, there

is no guarantee that the Company, through its officers and directors, are capable of selling all, or any, of the shares of

common stock offered hereby.

The sale of a small number of shares increases the likelihood that no market will ever develop

for our common stock.

We will likely need to raise additional capital in the near future to finance our intended growth.

in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to

implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the

Unities States have not been efficient in the absence of mutual and practical cooperation mechanism.

According to Article 177 of the

PRC Securities Law, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation

or evidence collection activities within the territory of the PRC.

Accordingly, without the consent of the competent PRC securities

regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business

activities to overseas parties.

Further, there is uncertainty as to whether PRC courts would (i) recognize or enforce judgments of United

States courts obtained against us or our director and officer predicated upon the civil liability provisions of the securities laws of

the United States or any state in the United States, or (ii) entertain original actions brought in each respective jurisdiction against

us or our director and officer predicated upon the securities laws of the United States or any state in the United States.

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

What changed 10-K

Item 1A. Risk Factors