10-Q 1 amgreat20231231_10q.htm FORM 10-Q amgreat20231231_10q.htm


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 


 

FORM 10-Q

 


 

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2023

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                             to                             

 

Commission File No. 000-27873

 

America Great Health

(Exact name of registrant as specified in its charter)

 

Wyoming

98-0178621

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

   

1609 W Valley Blvd Unit 338A

 

Alhambra, CA

91803

(Address of principal executive offices)

(Zip Code)

 

(888) 988-1333

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

N/A

N/A

N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐

Accelerated filer ☐

   

Non-accelerated filer

Smaller reporting company

   
 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant’s common stock as of December 31, 2023 was 21,113,507,015.

 

 

 

 

AMERICA GREAT HEALTH AND SUBSIDIARIES

TABLE OF CONTENTS

 

 

PART I – FINANCIAL INFORMATION

3

   

ITEM 1

Condensed Consolidated Financial Statements (Unaudited)

3

     

ITEM 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

22

     

ITEM 3

Quantitative and Qualitative Disclosures About Market Risk

26

     

ITEM 4

Controls and Procedures

26

     

PART II – OTHER INFORMATION

27

   

ITEM 1

Legal Proceedings

27

     

ITEM 1A

Risk Factors

27

     

ITEM 2

Unregistered Sales of Equity Securities and Use of Proceeds

27

     

ITEM 3

Defaults Upon Senior Securities

27

     

ITEM 4

Mine Safety Disclosures

27

     

ITEM 5

Other Information

27

     

ITEM 6

Exhibits

27

 

 

 

PART I FINANCIAL INFORMATION

 

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

 

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

 

Item 1. Financial Statements

 

America Great Health and Subsidiaries

Condensed Consolidated Balance Sheets

 

   

December 31,

   

June 30,

 
   

2023

   

2023

 

ASSETS

 

(Unaudited)

   

(Audited)

 

CURRENT ASSETS

               

Cash

  $ 72,256     $ 54,150  

Account receivable, net

    23,400       -  

Inventory

    133,751       108,351  

Prepaids and other assets

    16,965       16,964  

TOTAL CURRENT ASSETS

    246,372       179,465  
                 

Right-of-use asset

    8711       41,918  

Due from related parties

    8,218       8,218  

Other asset

    10,011       11,836  

Property and equipment, net

    50,298       57,692  
                 

TOTAL ASSETS

  $ 323,610     $ 299,129  
                 

LIABILITIES AND SHAREHOLDERS' DEFICIT

               

CURRENT LIABILITIES

               

Accounts payable

  $ 1,435,142     $ 1,450,574  

Income tax payable

    3,927       3,970  

Short term loan

    690,000       705,216  

Other payable

    237,797       241,784  

Due to related party

    628,205       425,142  

Deferred income

    217,747       223,331  

Lease liability – current

    8,711       41,918  

TOTAL CURRENT LIABILITIES

    3,221,529       3,091,935  
                 

Lease liability - non current

    -       -  

Accrued liability

    757,211       609,892  

Long term loan

    1,123,138       1,123,138  
                 

TOTAL LIABILITIES

    5,101,878       4,824,965  
                 

Commitments and Contingencies

    -       -  
                 

SHAREHOLDERS' DEFICIT

               

Redeemable, convertible preferred stock, 10,000,000 shares authorized;

Series A voting preferred stock, zero shares issued and outstanding

    -       -  

Common stock, no par value, unlimited shares authorized;

21,120,507,015 and 21,090,218,148 shares issued and outstanding

    -       -  

Additional paid-in capital

    4,886,433       4,732,477  

Accumulated other comprehensive income

    (563 )     (500 )

Accumulated deficit

    (9,587,788 )     (9,183,110 )
                 
TOTAL AMERICA GREAT HEALTH SHAREHOLDERS' DEFICIT     (4,701,918 )     (4,451,133 )
Non-controlling interest     (76,350 )     (74,703 )
                 
TOTAL SHAREHOLDERS' DEFICIT     (4,778,268 )     (4,525,836 )
                 
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT   $ 323,610     $ 299,129  

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

America Great Health and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income

 

   

Three Months Ended December 31,

   

Six Months Ended December 31,

 
   

2023

   

2022

   

2023

   

2022

 
   

(Unaudited)

   

(Unaudited)

 
                                 

Sales

  $ 91,179     $ 38,230     $ 104,987     $ 90,168  
                                 

Cost of goods sold

    8,525       7,998       8,702       35,498  
                                 

Gross profit

    82,654       30,232       96,285       54,670  
                                 

Selling, general and administrative expenses

                               

Selling expense

    (3,390 )     670       (3,326 )     5,406  

General and administrative expense

    239,911       124,669       328,416       272,592  
      236,521       125,339       325,090       277,998  
                                 

Loss from operations

    (153,867 )     (95,107 )     (228,805 )     (223,328 )
                                 

Other income (expenses)

                               

Interest expense

    (95,486 )     (68,001 )     (177,535 )     (132,540 )

Other income

    8       34,987       15       34,993  
      (95,478 )     (33,014 )     (177,520 )     (97,547 )
                                 

Loss before income taxes

    (249,345 )     (128,121 )     (406,325 )     (320,875 )
                                 

Income tax provision

    -       -       -       -  
                                 

NET LOSS

  $ (249,345 )   $ (128,121 )   $ (406,325 )   $ (320,875 )
                                 

Less: net loss attributable to non-controlling interest

    (1,648 )     (3,552 )     (1,648 )     (13,970 )
                                 

NET LOSS ATTRIBUTABLE TO AMERICA GREAT HEALTH

  $ (247,697 )   $ (124,569 )   $ (404,677 )   $ (306,905 )
                                 

Foreign currency transaction

    (2,840 )     330       (563 )     406  

COMPREHENSIVE LOSS ATTRIBUTABLE TO AMERICA GREAT HEALTH

  $ (250,537 )   $ (124,239 )   $ (405,240 )   $ (306,499 )
                                 

BASIC AND DILUTED LOSS PER SHARE

  $ (0.00 )   $ (0.00 )   $ (0.00 )   $ (0.00 )
                                 

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING

BASIC AND DILUTED

    21,111,461,611       21,090,218,148       21,111,461,611       21,090,218,148  

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

America Great Health and Subsidiaries

Condensed Consolidated Statement of Shareholders' Deficit

For the six months ended December 31, 2023 and 2022

(Unaudited)

 

                                   

Additional

           

Non-

   

Other

   

Total

 
    Preferred Stock     Common Stock    

Paid-in

    Accumulated    

controlling

   

Comprehensive

   

Shareholder’s

 
    Shares    

Amount

   

Shares

   

Amount

   

Capital

   

Deficit

   

Interest

   

Income

   

Deficit

 
                                                                         

Balance, June 30, 2022

    -     $ -       21,090,218,148     $ -     $ 4,619,991     $ (8,421,849 )   $ (58,783 )   $ 160     $ (3,860,481 )
                                                                         

Imputed interest

    -       -       -       -       5,206       -       -       -       5,206  

OID

    -       -       -       -       15,200               -       -       15,200  

Gain/loss on exchange rate

                                                            406       406  

Net loss

                                            (306,905 )     (13,970 )     -       (320,875 )
                                                                         

Balance, December 31, 2022 (Unaudited)

    -     $ -       21,090,218,148     $ -     $ 4,640,397     $ (8,728,754 )     (72,753 )   $ 566     $ (4,160,544 )
                                                                         

Balance, June 30, 2023

    -     $ -       21,107,018,148     $ -     $ 4,732,477     $ (9,183,111 )     (74,702 )   $ (500 )   $ (4,525,836 )
                                                                         

Issuance of Common Stock for debt

                    7,000,000               28,000                               28,000  

Issuance of Common Stock for compensation

                    6,488,867               25,956                               25,956  

Issuance of Common Stock

                                    100,000                               100,000  

Gain/loss on exchange rate

    -       -       -       -       -       -       -       (63 )     (63 )

Net loss

    -       -       -       -       -       (404,677 )     (1,648 )     -       (406,325 )
                                                                         

Balance, December 31, 2023 (Unaudited)

    -     $ -       21,120,507,015     $ -     $ 4,886,433     $ (9,587,788 )     (76,350 )   $ (563 )   $ (4,778,268 )

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

America Great Health and Subsidiaries

Condensed Consolidated Statements of Cash Flows

 

   

Six Months Ended December 31,

 
   

2023

   

2022

 

Cash Flows from Operating Activities

 

(Unaudited)

 
                 

Net loss

  $ (406,325 )   $ (320,875 )

Loss from discontinued operations

    -       -  

Adjustments to reconcile net loss to net cash used in operating activities:

               

Depreciation

    7,394       2,952  

Original issue discount on debt

    28,000       15,200  

Stock compensation

    25,956       -  

Imputed interest

    -       5,206  

Changes in operating Assets and Liabilities:

               

Accounts receivable

    (23,400 )     192  

Prepaid investment

    -       -  

Other receivable

    -       -  

Other long term asset

    1,825       2,000  

Inventory

    (25,400 )     2,110  

Accounts payable

    (15,432 )     5,376  

Customer advances

    (5,584 )     41,699  

Other liabilities

    -       16,137  

Other payable

    (12,119 )     13,460  

Income tax payable

    -       905  
                 

Net cash used in operating activities

    (425,085 )     (215,638 )
                 

Cash Flows from Investing Activities

               

Purchase of property and equipment

    -       (44,420 )

Net cash provided by investing activities

    -       (44,420 )
                 

Cash Flows from Financing Activities

               

Repayment of short term loan

    (15,215 )     (4,182 )

Proceeds of long term loan

    147,318       230,897  

Advances from related party

    342,831       128,519  

Repayment to related party

    (131,680 )     (107,028 )

Proceeds from issuance of common stocks

    100,000       -  

Net cash provided by financing activities

    443,254       248,206  
                 

Effect of exchange rate change on cash

    (63 )     406  
                 

Net increase in cash

    18,106       (11,446 )
                 

Cash beginning of period

    54,150       62,643  

Cash end of period

  $ 72,256     $ 51,197  
                 

Interest paid

  $ -     $ -  
                 

Taxes paid

  $ 800     $ 800  
                 

Non-cash transactions

               

Shares issued for equity investment

  $ -     $ -  

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

 

AMERICA GREAT HEALTH AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 1 NATURE OF BUSINESS

 

History and Organization

 

America Great Health, formerly Crown Marketing, is a Wyoming corporation (the "Company"). A change of control of the Company was completed on January 19, 2017 from Jay Hooper, the former officer and director of the Company and its former majority shareholder. Control was obtained by the sale of 16,155,746,000 shares of Company common stock from Mr. Hooper to an investor group led by Mike Q. Wang. In connection with the change of control, the Company sold to its former majority shareholder a subsidiary for $100 and another subsidiary in exchange for the cancellation of all payables and accrued expenses. After December 31, 2016, the Company’s operations are determined and structured by the new investor group. As such, the Company accounted for all of its assets, liabilities and results of operations up to January 1, 2017 as discontinued operations.

 

On March 1, 2017, the Company filed with the Secretary of State of the State of Wyoming an Articles of Amendment to change the corporate name from Crown Marketing to America Great Health.

 

On March 9, 2017, the Company formed a wholly owned subsidiary, America Great Health, under the laws of the State of California.

 

On June 24, 2019, the Company registered a wholly owned subsidiary in China, US-China Mega Beauty Health Industry Development Co., LTD. The subsidiary is mainly engaged in merger and acquisition, investment and financing, and marketing of medical equipment and health products in China.

 

On June 30, 2020, the Company and Purecell Group (“Purecell”), a leading anti-aging medical institution in Australia, entered into a Cooperation Agreement, in which the Company agreed to acquire 51% of the equity of Purecell, as consideration, the Company shall issue 510,000,000 common shares to Purecell’s nominated trustee. Upon completion of the acquisition transaction, Purecell shall remain autonomy in its day-to-day operation, including recruiting and retaining management team members. On February 10, 2021, the Company completed its financial and legal due diligence. This transaction was completed in May 2021.

 

On December 7, 2020, the Company’s wholly-owned Californian subsidiary, America Great Health, entered into a Cooperation Agreement with Brilliant Healthcare Limited (“Brilliant”) pursuant to which the parties will establish a joint venture in China (the “JV Company”) for the purpose of promoting and developing stem cell related product’s R&D, production, sales, raw material procurement, mergers and acquisitions, and consulting services. After the formation of the JV company is completed, the Company shall invest US$4.2 million in the JV Company within the next 24 months for a 60% equity ownership in the JV Company. Brilliant shall transfer its patented technology to the JV Company as its capital contribution, to account for a 40% equity interest in the JV Company. As a condition for AAGH to obtain 60% equity in the JV company and a as the founder of Brilliant, Dr. Aihua Guo agrees to transfer its patent to the JV company as its share of contribution, and AAGH also agrees to pay Dr. Aihua Guo additional compensation, which includes: (i) AAGH transfers 300 million original shares of AAGH to Dr. Aihua Guo at no cost, valuing at $15 million; (ii) AAGH pays Dr. Aihua Guo a one-time cash compensation of $3 million with the following payment schedule: AAGH agrees to pay $500,000 to Dr. Aihua Guo six months from the date of signing of this Agreement, $1.5 million to Dr. Aihua Guo 12 months from the date of signing of this Agreement, and $1 million to Dr. Aihua Guo 24 months from the date of signing of this Agreement. In June 2021, the JV Company was established in Hainan, China as “Sijinsai (Hainan) Biological Tech Ltd.” On July 9, 2021, the Company paid its first investment of $50,000.

 

On May 18, 2021, the Company and David Tsai (“Dr. Tsai”), a pioneer in anti-cancer peptide research and invention in the United States, entered into a Cooperation Agreement, in which Dr. Tsai shall provide to the Company theories, technologies, methods, sources of raw materials, processing and production techniques, quality standards, quality control methods and other information and details related to his anti-cancer protein peptides, oral insulin and activation technology. Dr. Tsai shall also be responsible for the whole process of technology and product production, application and implementation, as well as professional technical support, consultation and cooperation in the process of product verification, publicity, promotion and sales. Currently, several patents are in the application process, and several products are in the process of getting ready for production.

 

 

On September 3, 2021, the Company entered into an Assets Acquisition Agreement with Wang’s Property Investment & Management LLC to purchase 53 units in 19 real estate properties appraised at $7,626,286.37 for a purchase price of $7,000,000. The purchase price shall be paid as follows:

 

 

(i)

$1,000,000 on execution of the Agreement, (ii) $2,000,000 within 60 days thereof and (iii) the remainder by April 10, 2022. The Agreement is subject to customary closing conditions, including, satisfactory due diligence. On September 9, 2021, the Company entered into a Supplemental Assets Acquisition Agreement with Wang’s Property Investment & Management LLC to amend and clarify that (i) it was purchasing 19 real estate properties which includes 53 units appraised at $7,626,286.37 for a purchase price of $7,000,000 and (ii) that it will waive and not conduct due diligence in order for the transaction to proceed. The acquisition has not been consummated.

 

On November 4, 2021, the Company set up a 100% owned subsidiary Nutrature Health LLC.

 

On November 11, 2021, America Great Health (the “Company”) entered into an Advisory Committee Member Consulting Agreement with Dr. Kevin Buckman MD (“Consultant”). Pursuant to the Agreement, Consultant is to provide advisory services, as a member to the Advisory Committee to the Board of Directors of the Company, including without limitation, assisting GOF Biotechnologies Inc. in its new drug approval process for oral insulin and Amylase X. Consultant shall be compensated with a warrant to purchase 500,000 shares of the Company at $0.01 per share within 24 months and a warrant at each of the following stages: IND application, Phase I clinical trials, Phase II clinical trials, Phase III clinical trials and the sale of GOF Biotechnologies Inc. the license of oral insulin and Amylase X at Phase I or Phase II clinical trials stages. This Agreement shall be for an initial one-year term and shall renew automatically for successive one-year terms up to a maximum of three (3) years unless terminated by either party pursuant to the Agreement. The 500,000 shares were issued free in April 20, 2022.

 

On November 15, 2021, the Company set up a 100% owned subsidiary GOF Biotechnologies Inc. GOF is 75% majority owned (60,000,000 shares of common stock) by the Company and the remaining 25% of its issued and outstanding shares (20,000,000 shares of common stock) are held by Men Hwei, Tsai. On December 31, 2021, the Company entered into a Supplementary Agreement with Zhigong Lin to amend his prior employment agreement with the Company dated August 31, 2021. The Supplement Agreements provides, inter alia, that Zhigong Lin will be appointed Chief Executive Officer of GOF. The employment agreement and supplement agreement were both terminated by the end of July without the issuance of any GOF shares.

 

On February 4, 2021, the Company set up a 100% owned subsidiary, International Institute of Great Healthcare, Inc. (“IIGH”) under the laws of the State of California. IIGH will bring together doctors and professional-level experts from different countries and regions in the world to the research fields involving biomedicine, clinic medicine, health management, information technology, data analysis, software development, artificial intelligence, industrial planning, financial investment, etc.

 

On November 25,2022, the Company signed a supplementary agreement with Men Hwei, Tsai who is an unrelated party. The Company A agrees that if the patent is sold or transferred, Men Hwei, Tsai or Men Hwei, Tsai's successor may receive a 25% gain on the transfer or sale of the interest. The Company agrees to give Men Hwei, Tsai an additional 20 million AAGH shares. The Company allows Men Hwei, Tsai to use three years (from November 26, 2022 to November 25, 2025) find investors each with more than US$10 million investment. In case that no investor is found within three years, Men Hwei, Tsai agrees to return the patent to the Company, and both parties will continue to cooperate in accordance with the original contract on May 18, 2021. If Men Hwei, Tsai finds an investor with an investment of at least US$10 million within three years, and the process for Men Hwei, Tsai and its investors to apply for a new drug may last for several years, then Men Hwei, Tsai agrees that the Company will use the patented technology to develop dietary supplement that are helpful to Alzheimer’s disease. The Company will be responsible for marketing the dietary supplement. Men Hwei, Tsai is entitled to commission equaling to 8% of sales price.

 

On November 26, 2022, the Company signed a supplementary agreement with Men Hwei, Tsai who is an unrelated party and transferred pending anti-dementia patent to Men Hwei, Tsai for $34,978.48.

 

Going Concern

 

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, the Company has incurred recurring net losses. For the six months ended December 31, 2023, the Company recorded a net loss of $406,325, used cash to fund operating activities of $425,085, and at December 31, 2023, had a shareholders’ deficit of $4,778,268. These factors create substantial doubt about the Company’s ability to continue as a going concern within the next twelve months from the date these financial statements are available to be issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 

During the year ended June 30, 2017, the Company’s former majority shareholder sold his shares to an investor group. The new owners’ plans to continue as a going concern revolve around its ability to achieve profitable operations, as well as raise necessary capital to pay ongoing general and administrative expenses of the Company. The ability of the Company to continue as a going concern is dependent on securing additional sources of capital and the success of the Company’s plan. There is no assurance that the Company will be successful in raising the additional capital or in achieving profitable operations.

 

Our cash needs for the six months ended December 31, 2023 were primarily met by loans and advances from the current majority shareholder. As of December 31, 2023, we had a cash balance of $72,256. We intend to finance operating costs over the next twelve months with existing cash on hand and advance from current majority shareholder.

 

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying CFS were prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).

 

The accompanying unaudited condensed consolidated financial statements of America Great Health, formerly Crown Marketing and Subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended December 31, 2023 are not necessarily indicative of the results that may be expected for the year ending June 30, 2024.

 

Basis of Consolidation

 

The Condensed Consolidated Financial Statements includes the accounts of the Company and its current wholly owned subsidiaries, America Great Health in California (100%), GOF Biotechnologies in California (75%), International Institute of Great Health in California (100%), Nutrature Health LLC in California (100%), Sijinsai in China (60%), and US-China Mega Beauty Health Industry Development Co., LTD, (100%). Intercompany transactions and accounts were eliminated in consolidation.

 

The following table depicts the identity of the Company’s subsidiaries:

 

       

Attributable

 
   

Place of

 

Equity

 

Name of Subsidiary

 

Incorporation

 

Interest %

 

America Great Health in California

 

USA

    100  

GOF Biotechnologies in California

 

USA

    75  

International Institute of Great Health in California

 

USA

    100  

Nutrature Health LLC in California

 

USA

    100  

Sijinsai in China

 

CHINA

    60  

US-China Mega Beauty Health Industry Development Co., LTD

 

CHINA

    100  

 

Estimates

 

The preparation of the financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Significant estimates include accounting for potential liabilities and the assumptions made in valuing stock instruments issued for services, debt and equity investment. Actual results could differ from those estimates.

 

 

Foreign Currency Translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

 

In accordance with ASC 830, “Translation of Financial Statements” the subsidiary’s assets and liabilities booked and recorded at the non-US local functional currency are generally translated into USD for consolidation purposes, using the exchange rate on the balance sheet date, and revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of foreign subsidiary’s financial statements are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

 

The Company’s reporting currency is the United States Dollar (“USD”). The Company’s wholly owned subsidiary of US-China Mega Beauty Health Industry Development Co., LTD. maintains its books and records in its local currency. The Chinese Yuan (“RMB”), which is the functional currency as being the primary currency of the economic environment in which the subsidiary operates.

 

Below is a table with foreign exchange rates used for translation:

 

   

December 31,

 

Average Quarterly (average rate)

 

2023

 
         

Chinese Renminbi (RMB)

  RMB 7.2000  

United States dollar ($)

  $ 1.00  

 

   

December 31,

 

Quarter Ended (Closing rate)

 

2023

 
         

Chinese Renminbi (RMB)

  RMB 7.0786  

United States dollar ($)

  $ 1.00  

 

Cash

 

The Company considers all highly liquid debt instruments purchased with maturity periods of six months or less to be cash equivalents. The carrying amounts reported in the accompanying balance sheet for cash and cash equivalents approximate their fair value. The Company’s bank account in the United States is protected by FDIC insurance.

 

The Company’s bank account in the United States is protected by FDIC insurance. As of December 31, 2023 and June 30, 2023, the Company’s bank account in the United States had $21,864 and $4,087, respectively, within FDIC insurance of $250,000.

 

Revenues

 

Revenue from sale of goods under Topic 606, Revenue from Contracts with Customers, is recognized in a manner that reasonably reflects the delivery of the Company’s products and services to customers in return for expected consideration and includes the following elements:

 

 

executed contract(s) with customers that the Company believes is legally enforceable;

 

 

identification of performance obligation in the respective contract;

 

 

determination of the transaction price for each performance obligation in the respective contract;

 

 

allocation of the transaction price to each performance obligation; and

 

 

recognition of revenue only when the Company satisfies each performance obligation.

 

 

The Company sells health related products through wholesale and retailers. Substantially all of the Company’s revenue is derived from product sales. The Company considers purchase orders to be a contract with a customer. Contracts with customers are considered to be short-term when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year, and virtually all of the Company’s contracts are short-term. The Company recognizes revenue for the transfer of promised goods to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. The Company typically satisfies its performance obligations in contracts with customers upon shipment of the goods. The Company does not have any contract assets since the Company has an unconditional right to consideration when the Company has satisfied its performance obligation and payment from customers is not contingent on a future event. Generally, payment is due from customers within 30 to 60 days of the invoice date, and the contracts do not have significant financing components nor variable consideration. Returns and allowances are not a significant aspect of the revenue recognition process as historically they have been immaterial. All of the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit. All estimates are based on the Company’s historical experience; complete satisfaction of the performance obligation, and the Company’s best judgment at the time the estimate is made. Historically, sales returns have not significantly impacted the Company’s revenue.

 

Product Revenue

 

A majority of the Company’s sales are for products sold at a point in time and shipped to customers, for which control is transferred to the customer as goods are delivered to the third-party carrier for shipment. The Company receives payment for the sale of products at the time customers place orders and payment is required prior to shipment. The Company does not recognize assets associated with costs to obtain or fulfill a contract with a customer. Shipping and handling activities are performed upon delivery to the third-party carrier for shipment. The Company accounts for these activities as fulfillment costs. Therefore, the Company recognizes the costs of these activities when revenue for the goods is recognized. Shipping and handling costs are included in cost of sales for all periods presented.

 

Accounts Receivable

 

The Company has been developing its new products and launching large-scale production since November 2023. As of December 31, 2023 accounts receivable amounted to $23,400.

 

The Company has not established a reserve for uncollectible amounts on the newly launched products since our historical data on bad debts in the aging categories of the new products could not support such estimates.

 

Inventories

 

Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances. For the six months ended December 31, 2023 and 2022, the Company has not made provision for inventory in regards to slow moving or obsolete items. As of December 31, 2023 and June 30, 2023, inventories amounted to $133,751 and $108,351, respectively. The increase in inventories is because of the recent large-scale production of the new products.

 

Equity Method Investments

 

We apply the equity method of accounting to investments when we have significant influence, but not controlling interest in the investee. Judgment regarding the level of influence over each equity method investment includes considering key factors such as ownership interest, representation on the board of directors, participation in policy-making decisions and material intercompany transactions. The Company’s proportionate share of the net income (loss) resulting from these investments is reported under the line item captioned “equity investment” in our Consolidated Statements of Operations. The carrying value of our equity method investments is reported in equity investment in the Consolidated Balance Sheets. The Company’s equity method investments are reported at cost and adjusted each period for the Company’s share of the investee’s income or loss and dividend paid, if any. The Company’s share of the investee’s income or loss is recorded on a one quarter lag for all equity method investments. The Company classifies distributions received from equity method investments using the cumulative earnings approach on the Consolidated Statements of Cash Flows. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. The Company recorded no other-than-temporary impairment charges related to its equity method investments during the six months ended December 31, 2023 and 2022.

 

 

Fair Value Measurements

 

Fair value measurements are determined using authoritative guidance issued by the FASB, with the exception of the application of the guidance to non-recurring, non-financial assets and liabilities as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

 

Level 1—Quoted prices in active markets for identical assets or liabilities.

 

Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.

 

Level 3—Unobservable inputs based on the Company’s assumptions.

 

The Company is required to use observable market data if available without undue cost and effort.

 

The Company’s financial instruments include cash and accounts payable. Management has estimated that the carrying amounts approximate their fair value due to the short-term nature.

 

Stock-based Compensations

 

The Company offers restricted stock-based compensations to the employees and contractors. All stock-based compensations are measured based on their values and expensed over the period during which an employee or a contractor is required to provide service in exchange for the compensations.

 

Loss per Share

 

Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the three months ended December 31, 2023 and 2022, as there are no potential shares outstanding that would have a diluted effect.

 

Income Taxes

 

Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company did not record a valuation allowance against its deferred tax assets as of December 31, 2023, and June 30, 2023.

 

The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.

 

 

Recent Accounting Pronouncements

 

In July 2017, the FASB issued Accounting Standards Update 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II)”, which is the replacement of the Indefinite Deferral for Mandatory Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatory Redeemable Non-controlling Interests with a Scope Exception. The amendments in Part I of this Update that relate to the recognition, measurement, and earnings per share of certain freestanding equity-classified financial instruments that include down round features affect entities that present earnings per share in accordance with the guidance in Topic 260, Earnings Per Share. The amendments in Part II of this Update do not have an accounting effect. The amendments in Part I of the update are effective for fiscal year, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is assessing the impact to its accounting practices and financial reporting procedures as a result of the issuance of this standard.

 

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity in accounting standards. The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim periods therein. Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements have not yet been issued. The Company is currently evaluating the effect, if any, that the ASU will have on its consolidated financial statements.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or is not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

 

NOTE 3 DEPOSITS

 

As of December 31, 2023 and June 30, 2023, deposits amounted to $10,011 and $11,836 respectively.

 

NOTE 4 – INVENTORY

 

As of December 31, 2023 and June 30, 2023, inventory consisted of the following:

 

   

December 31,

   

June 30,

 
   

2023

   

2023

 

Raw materials

  $ 87,925     $ 62,348  

Finished goods

    45,826       46,003  

Total Inventory

  $ 133,751     $ 108,351  

 

NOTE 5  RELATED PARTY TRANSACTIONS

 

During the six months ended December 31, 2023, the Company's current majority shareholder advanced $342,831 to the Company as working capital and the Company repaid $131,680 to the shareholder. As of December 31, 2023 and June 30, 2023, the Company owed its current majority shareholder $636,293 and $425,142, respectively. The advances are non-interest bearing and are due on demand. Imputed interest amounted to $0 and $5,206 for the six months ended December 31, 2023 and 2022 and was recorded as paid in capital, respectively.

 

NOTE 6 SHORT TERM LOAN

 

As of December 31, 2023 and June 30, 2023, short term loan amounted to $690,000 and $705,216 from unrelated third parties, respectively.

 

 

NOTE 7 LONG TERM LOAN

 

As of December 31, 2023 and June 30, 2023, long term loans both amounted to $1,123,138. The loan has an annual interest rate of 20%, except that the received long term loan on September 9, 2022 has an annual interest rate of 16%. The principal and interest are due in five years. Interest expenses incurred for the six months ended December 31, 2023 and 2022 amounted to $114,048 and $109,897, respectively.

 

As of December 31, 2023, long term loan consisted of the following:

 

   

Principal

   

Interest

   

Balance

 
                         

Received long term loan on April 27, 2021

  $ 200,000     $ 107,178     $ 307,178  

Received long term loan on June 3, 2021

    290,000       149,529       439,529  

Received long term loan on June 4, 2021

    50,000       25,780       75,780  

Received long term loan on June 23, 2021

    30,000       15,140       45,140  

Received long term loan on July 12, 2021

    10,000       4,942       14,942  

Received long term loan on September 1, 2021

    60,000       27,978       87,978  

Received long term loan on September 22, 2021

    50,000       22,740       72,740  

Received long term loan on September 27, 2021

    50,000       22,603       72,603  

Received long term loan on September 30, 2021

    10,000       4,504       14,504  

Received long term loan on October 29, 2021

    12,138       5,274       17,412  

Received long term loan on November 9, 2021

    50,000       21,425       71,425  

Received long term loan on November 16, 2021

    140,000       59,452       199,452  

Received long term loan on November 18, 2021

    50,000       21,178       71,178  

Received long term loan on November 29, 2021

    20,000       8,351       28,351  

Received long term loan on November 30, 2021

    10,000       4,170       14,170  

Received long term loan on October 13, 2022

    21,000       5,109       26,109  

Received long term loan on March 10, 2023

    10,000       1,622       11,622  

Received long term loan on March 14, 2023

    10,000       1,600       11,600  

Received long term loan on March 16, 2023

    10,000       1,589       11,589  

Received long term loan on April 17, 2023

    30,000       4,241       34,241  

Received long term loan on May 9, 2023

    10,000       1,293       11,293  

Total

  $ 1,123,138     $ 515,698     $ 1,638,836  

 

On May 5, 2021, the Company issued 10,000,000 shares to an unrelated party as collateral for a loan of $200,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on April 27, 2021.

 

On May 31, 2021, the Company agreed 500,000 shares to an unrelated party as collateral for loans of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed $20,000 on June 3, 2021 and $30,000 on June 23, 2021 and issued 200,000 shares on June 18, 2021 and 240,000 shares on October 28, 2021 with 60,000 shares unissued.

 

On June 18, 2021, the Company issued an aggregate of 2,850,000 shares to 5 unrelated parties as collateral for loans of $270,000. One party with a loan of $100,000 was also awarded 100,000 bonus shares beside the 1,000,000 shares. The loans have an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on June 3, 2021.

 

 

On June 18, 2021, the Company issued 500,000 shares to an unrelated party as collateral for a loan of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on June 4, 2021.

 

On October 28, 2021, the Company issued 80,000 shares to an unrelated party as collateral for loans of $10,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on July 12, 2021.

 

On October 28, 2021, the Company issued 1,540,000 shares to an unrelated party as collateral for loans of $60,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on September 1, 2021.

 

On October 28, 2021, the Company issued 500,000 shares to an unrelated party as collateral for loans of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on September 22, 2021.

 

On November 22, 2021, the Company issued 500,000 shares to an unrelated party as collateral for loans of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed in September 27, 2021.

 

On November 22, 2021, the Company issued 100,000 shares to an unrelated party as collateral for loans of $10,000. The loan has an annual interest rate of 20%. The principal and interest are due in one year. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on September 30, 2021.

 

On November 22, 2021, the Company issued 161,840 shares to an unrelated party as collateral for loans of $12,138. The loan has an annual interest rate of 20%. The principal and interest are due in one year. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on October 29, 2021.

 

On November 22, 2021, the Company issued 400,000 shares to an unrelated party as collateral for loans of $40,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 16, 2021.

 

On November 22, 2021, the Company issued 500,000 shares to an unrelated party as collateral for loans of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 9, 2021.

 

 

On November 29, 2021, the Company issued 1,000,000 shares to an unrelated party as collateral for a loan of $100,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 16, 2021.

 

On February 2, 2022, the Company issued 500,000 shares to an unrelated party as collateral for loans of $50,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 19, 2021.

 

On February 2, 2022, the Company issued 200,000 shares to an unrelated party as collateral for loan of $20,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 29, 2021.

 

On February 2, 2022, the Company issued 100,000 shares to an unrelated party as collateral for loan of $10,000. The loan has an annual interest rate of 20%. The principal and interest are due in five years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received the proceed on November 30, 2021.

 

On September 9, 2022, the Company signed a loan agreement of $100,000 with a five-year term from an unrelated party for a freeze-dryer. The loan has an annual interest rate of 16% with the payments of $3,000 at the end of every month starting the fourth month after the Company received the proceed and the final payment of $12,000 on September 9, 2027. The Company received the proceed on September 9, 2022. This loan was returned and $4,953 of accrued interest was paid on January 13, 2023.

 

On October 13, 2022, the Company signed a loan agreement of $21,000 with Lian Chen who is an unrelated party. The loan has an annual interest rate of 20%. Total principal and interest of $42,000 are due in five years. The unrelated party would receive 2,625,000 shares from a shareholder designated by the Company. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loan will be forgiven. The Company received $21,000 loan on October 13, 2022. On October 21, 2022, the Company's current majority shareholder Mike Q. Wang transferred 2,625,000 shares to Lian Chen. If after five years, Lian Chen chooses to use stocks to offset the loan, then the Company will issue 2,625,000 shares of common stock to Mike Wang.

 

On January 13, 2023, the Company signed a loan agreement of $150,000 with a one-year term from an unrelated party. The loan has an annual interest rate of 20%. Total principal and interest of $30,000 are due in one year.

 

On January 24, 2023, the Company signed a loan agreement of $300,000 with a one-year term from an unrelated party. The loan has an annual interest rate of 20%. A total principal and interest of $60,000 are due in one year.

 

On March 10, 2023, the Company signed a loan agreement of $10,000 with a three-year term from an unrelated party. The loan has an annual interest rate of 20%. Total principal and interest of $6,000 are due in three years. The unrelated party would receive 1,000,000 shares from a shareholder designated by the Company. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can normally be traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of the loan will be forgiven. As of the issue of this Form 10Q, the 1,000,000 shares have not been issued.

 

On March 14, 2023, the Company signed a loan agreement of $10,000 with a three-year term from an unrelated party. The loan has an annual interest rate of 20%. Total principal and interest of $6,000 are due in three years. The unrelated party would receive 1,000,000 shares from a shareholder designated by the Company. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can normally be traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of the loan will be forgiven. The 1,000,000 shares were issued on April 18, 2023.

 

 

On March 16, 2023, the Company signed a loan agreement of $10,000 with a three-year term from an unrelated party. The loan has an annual interest rate of 20%. Total principal and interest of $6,000 are due in three years. The unrelated party would receive 1,000,000 shares from a shareholder designated by the Company. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can normally be traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of the loan will be forgiven. The 1,000,000 shares were issued on April 18, 2023.

 

On April 17, 2023, the Company signed a loan agreement of $30,000 with a three-year term from an unrelated party. The loan has an annual interest rate of 20%. A total principal and interest of $18,000 are due in three years. The unrelated party would receive 6,000,000 shares from a shareholder designated by the Company. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can normally be traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of the loan will be forgiven. The 6,000,000 shares were issued on October 30, 2023.

 

On May 9, 2023, the Company signed a loan agreement of $10,000 with a three-year term from an unrelated party. The loan has an annual interest rate of 20%. A total principal and interest of $6,000 are due in three years. The unrelated party would receive 1,000,000 shares from a shareholder designated by the Company. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can normally be traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of the loan will be forgiven. The 1,000,000 shares were issued on October 30, 2023.

 

NOTE 8 CONVERTIBLE, REDEEMABLE PREFERRED STOCK

 

During the year ended June 30, 2016, the Company’s Board of Directors authorized the creation of a series of preferred stock consisting of 1,000,000 shares designated as Series A Preferred Stock (the “Series A”). The Series A is entitled to a dividend of 4%, when and as declared, and is entitled to a liquidation preference of $1 per share plus unpaid dividends. The Series A is redeemable at the option of the Company at any time, in whole or in part, at a price of $1.00 per share, plus 4% per annum thereupon from the date of issuance (the “Stated Value”). In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the Series A shall be entitled to a preferential amount equal to the Stated Value, prior to the holders of common stock receiving any distribution. Each share of Series A is automatically converted on the Conversion Date into a number of shares of common stock of the Company at the initial conversion rate (the “Conversion Rate”), which shall be the Stated Value as of the date of conversion divided by the Market Price. The Market Price for purposes of this Section 5 shall be equal to the average closing sales price of the Common Stock over the 5 previous trading days.

 

The Series A is also subject to adjustments to the Conversion Rate. If the common stock issuable on conversion of the Series A is changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification, or otherwise (other than a subdivision or combination of shares provided for above), the holders of the Series A shall, upon its conversion, be entitled to receive, in lieu of the common stock which the holders would have become entitled to receive but for such change, a number of shares of such other class or classes of stock that would have been subject to receipt by the holders if they had exercised their rights of conversion of the Series A immediately before that change.

 

In August 2016, the Company filed an amendment to its Articles of Incorporation to increase the number of authorized shares of Series A Preferred Stock from 1,000,000 to 10,000,000.

 

There were no preferred shares outstanding as of December 31, 2023 and June 30, 2023.

 

NOTE 9 SHAREHOLDERS DEFICIT

 

At December 31, 2023 and June 30, 2023, the Company had 21,120,507,015 and 21,090,218,148 shares issued and outstanding, respectively.

 

1) Shares issued for equity investment

 

On April 6, 2021, the Company issued 70,000,000 shares to a director of Imediplus as collateral in exchange for getting trust of 2,500,000 shares that is 5% of Imediplus. The transaction has not been completed by the reporting date.

 

 

Equity Investment in Purecell Group:

 

On June 30, 2020, the Company and Purecell Group (“Purecell”), a leading anti-aging medical institution in Australia, entered into a Cooperation Agreement, in which the Company agreed to acquire 51% of the equity of Purecell, as consideration, the Company shall issue 510,000,000 common shares to Purecell’s nominated trustee. Because the company does not have significant control over Purecell, so this is an equity investment. Upon completion of the acquisition transaction, Purecell shall remain autonomy in its day to day operation, including recruiting and retaining management team members. On February 10, 2021, the Company completed its financial and legal due diligence. On April 6, 2021, the Company issued 510,000,000 shares to two shareholders of Purecell Group PTY Ltd ("Purecell") in exchange of 51% of ownership of Purecell. On April 6, 2021, the Company issued 50,000,000 shares of common stock to Purecell’s project introducer as compensation for services, at fair market value of $0.00001 per share.

 

On May 11, 2021, Aussie Produce PTY LTD (“AP”) signed agreement with Purecell to invest $2,340,000 in exchange of 6% of total outstanding shares of Purecell and 35,000,000 shares of the Company owned by Purecell. Purecell will issue 6% shares to AP in exchange for the $2,340,000 investment. In addition, Purecell will issue 68,372 shares to AP and issue 71,163 shares to the Company. The Company will also issue additional 31,212,000 shares to Purecell. Purecell will use the proceeds to acquire VERITA PHARMA, which is a medicine factory. In order to complete the change of 35,000,000 shares of the Company held by Purecell to AP within the agreed time limit, and to meet the conditions that AP investment funds are in place, the Company and Purecell agreed through consultation that in order to gain time, the Company will issue an additional 35,000,000 shares for AP. On May 26, 2021, the Company issued 35,000,000 shares to shareholder of AP, at fair market value of $0.00001 per share.

 

On March 31, 2022, the Company issued 1,300,000 shares of common stock to an US individual at $0.075 per share.

 

2) Shares issued for stock compensation

 

On October 30, 2023, the Company issued an aggregate of 6,488,867 shares of common stock to three unrelated parties as compensation for services. The issuance of these shares is recorded at a fair market value of $0.004 per share. These shares were issued at a fair market value of $25,955.

 

3) Shares issued for short term loan as original issue discount

 

None

 

4) Shares issued for loan as collateral

 

On October 30, 2023, the Company issued 7,000,000 shares to three unrelated parties as collateral for three loans of $40,000 in total. The loans have an annual interest rate of 20%. The principal and interest are due in three years. The shares issued are restricted and will be returned to the Company after the principal and interest are paid in full. During the investment period, if the stock can be normally traded in the stock market, and the market value of this part of AAGH stock exceeds the principal and interest of loan for 30 consecutive trading days. The remaining principal and interest of loans will be forgiven. The Company received the proceeds in April 17, 2023 and May 9, 2023.

 

5) Shares issued in exchange for payable balance

 

None

 

NOTE 10 EQUITY INVESTMENT

 

On June 30, 2020, the Company and Purecell Group (“Purecell”), a leading anti-aging medical institution in Australia, entered into a Cooperation Agreement, in which the Company agreed to acquire 51% of the equity of Purecell, as consideration, the Company shall issue 510,000,000 common shares to Purecell’s nominated trustee. Because the company does not have significant control over Purecell, so this is an equity investment. Upon completion of the acquisition transaction, Purecell shall remain autonomy in its day-to-day operation, including recruiting and retaining management team members. On February 10, 2021, the Company completed its financial and legal due diligence. On April 6, 2021, the Company issued 510,000,000 shares to two shareholders of Purecell Group PTY Ltd (“Purecell”) in exchange of 51% of ownership of Purecell. On April 6, 2021, the Company issued 50,000,000 shares of common stock to Purecell’s project introducer as compensation for services, at fair market value of $0.00001 per share.

 

 

On May 11, 2021, Aussie Produce PTY LTD (“AP”) signed agreement with Purecell to invest $2,340,000 in exchange of 6% of total outstanding shares of Purecell and 35,000,000 shares of the Company owned by Purecell. Purecell will issue 6% shares to AP in exchange for the $2,340,000 investment. In addition, Purecell will issue 68,372 shares to AP and issue 71,163 shares to the Company. The Company will also issue additional 31,212,000 shares to Purecell. Purecell will use the proceeds to acquire VERITA PHARMA, which is a medicine factory. In order to complete the change of 35,000,000 shares of the Company held by Purecell to AP within the agreed time limit, and to meet the conditions that AP investment funds are in place, the Company and Purecell agreed through consultation that in order to gain time, the Company will issue an additional 35,000,000 shares for AP. On May 26, 2021, the Company issued 35,000,000 shares to shareholder of AP, at fair market value of $0.00001 per share.

 

The following table summarizes the income statement of Purecell.

 

   

From 07/01/2023 to

 
   

12/31/2023

 
   

(Unaudited)

 

Sales

  $ -  

Gross profit

    -  

Net loss

    (188,955 )

51% share

    (96,367 )

 

The following table provides the summary of equity investment in Purecell.

 

   

As of December

 
      31, 2023  
   

(Unaudited)

 

Total assets

  $ 3,191,334  

Net assets

    2,127,410  

51% ownership

    1,084,979  

Beginning balance of investment

    5,450  

Loss on equity investment

    (5,450 )

Ending balance of investment

    -  

 

NOTE 11 BASIC AND DILUTED LOSS PER SHARE

 

Basic and diluted loss per share are computed based on the weighted-average common shares and common share equivalents outstanding during the period. Common share equivalents consist of stock options, restricted stock, warrants, convertible related party notes payable, and convertible preferred stock. Common share equivalents were excluded from the computation of diluted earnings per share for the six months ended December 31, 2023 and 2022, because their effect was anti-dilutive.

 

Weighted average shares of common stock outstanding used in the calculation of basic and diluted earnings per share were as follows:

 

   

December 31,

 
   

2023

   

2022

 

Net loss per share, basic and diluted

  $ (0.00 )   $ (0.00 )
                 

Weighted average shares outstanding:

               

Total weighted average common shares outstanding – basic and diluted

    21,111,461,611       21,090,218,148  
                 

Antidilutive securities not included:

               

Stock options

    -       -  

Stock options arising from convertible note payable and accrued interest

    -       -  

Restricted stock grants

    17,040,231,179       17,009,942,312  

Convertible preferred stock

    -       -  

Total

    17,040,231,179       17,009,942,312  

 

 

NOTE 12 INCOME TAXES

 

As of December 31, 2023, the Company had federal and California income tax net operating loss carryforwards of approximately $6.5 million. These net operating losses will begin to expire 20 years from the date the tax returns are filed.

 

Uncertain Tax Positions

 

Interest associated with unrecognized tax benefits are classified as income tax, and penalties are classified in selling, general and administrative expenses in the statements of operations. For the six months ended December 31, 2023 and 2022, the Company had no unrecognized tax benefits and related interest and penalties expenses. Currently, the Company is not subject to examination by major tax jurisdictions.

 

NOTE 13 LEASE

 

The Company has entered into a operating leases agreement with GKT, Alhambra, LP. The lease term of the office space is from December 1, 2020 to November 30, 2023. The Company is under a month-to-month base lease after December 1, 2023, and the current monthly rent including monthly management fee is $4,655.64.

 

The Company has entered into an operating lease agreement with SoCal Industrial LLC, Irwindale. The lease term of the office space is from June 1, 2023 to May 31, 2024 after the prior lease expired on May 31, 2023. The current monthly rent including monthly management fee is $1,764.00. The operating lease is listed as a separate line item on the Company’s condensed consolidated financial statements and represents the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make lease payments is also listed as a separate line item on the Company’s condensed consolidated financial statements.

 

Operating lease right-of-use assets and liabilities commencing after December 1, 2020 are recognized at commencement date based on the present value of lease payments over the lease term. For the six months ended December 31, 2023, the Company recognized approximately $43,169 in total lease costs.

 

Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments.

 

Information related to the Company’s operating ROU assets and related lease liabilities are as follows:

 

   

Six months ended

December 31, 2023

 
         

Cash paid for operating lease liabilities

  $ 33,862  

Weighted-average remaining lease term

    0.4167  

Weighted-average discount rate

    5 %

Minimum future lease payments

  $ 8,820  

 

The following table presents the amortization of the Company’s lease liabilities under ASC 842 for each of the following years ending December 31:

 

2024

  $ 8,820  

2025

    -  

2026

    -  

2027

    -  

Total minimum payments

    8,820  

Less: imputed interest

    (109 )

Total lease liability

    8,711  

Less: short-term lease liability

    (8,711 )

Long-term lease liability

  $ -  

 

 

NOTE 14 CONCENTRATION

 

Major vendors

 

For the six month ended December 31, 2023, no vendors accounted for 10% or more of the Company’s purchases and its outstanding accounts payable balances as at December 21, 2023.

 

NOTE 15 SUBSEQUENT EVENTS

 

None

 

 

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.

 

Forward Looking Statement Notice

 

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Crown Marketing, (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

 

Overview of Business

 

Our mission is to invest in innovative technologies intergrated with business development in the healthcare ecosystem.

 

We are focused on protein and peptide small molecular drugs research and development, diagnostic and medical devices with AI cloud computing, cell therapy and regenerational medicine and supplements manufacturing and sales.

 

On September 3, 2021, the Company entered into an Assets Acquisition Agreement with Wang’s Property Investment & Management LLC to purchase 53 units in 19 real estate properties appraised at $7,626, 286.37 for a purchase price of $7,000,000, The purchase price shall be paid as follows: (i) $1,000,000 on execution of the Agreement, (ii) $2,000,000 within 60 days thereof and (iii) the remainder by April 10, 2022. The Agreement is subject to customary closing conditions, including, satisfactory due diligence. On September 9, 2021, the Company entered into a Supplemental Assets Acquisition Agreement with Wang’s Property Investment & Management LLC to amend and clarify that (i) it was purchasing 19 real estate properties which includes 53 units appraised at $7,626,286.37 for a purchase price of $7,000,000 and (ii) that it will waive and not conduct due diligence in order for the transaction to proceed. The acquisition has not been consummated. With the asset acquisition from Wang’s Property Investment & Management LLC, the Company will diversify its business into property investment and management. By the end of May 2022, the Company ceased the acquisition of Wang’s Property Investment & Management LLC.

 

Results of Operations

 

Results of Operations for the six months ended December 31, 2023 compared to the six months ended December 31, 2022.

 

Sales amounted to $91,179 and $38,230 for the three months ended December 31, 2023 and 2022, respectively. Sales amounted to $104,987 and $90,168 for the six months ended December 31, 2023 and 2022, respectively. The increase was mainly due to increased sales of new products.

 

Cost of goods sold amounted to $8,525 and $9,998 for the three months ended December 31, 2023 and 2022, respectively. Cost of goods sold amounted to $8,702 and $35,498 for the six months ended December 31, 2023 and 2022, respectively.

 

Gross profit amounted to $82,654 and $30,232 for the three months ended December 31, 2023 and 2022, respectively. Gross profit amounted to $96,285 and $54,670 for the six months ended December 31, 2023 and 2022, respectively.

 

Operating expenses incurred for the three months ended December 31, 2023 and 2022 were $236,521 and $125,339, respectively. Operating expenses incurred for the six months ended December 31, 2023 and 2022 were $325,090 and $277,998, respectively. The increase was mainly due to increased professional expenses, stock compensation, OID, and interest expenses.

 

Net loss for the three months ended December 31, 2023 and 2022 was $249,346 and $128,121, respectively. Net loss for the six months ended December 31, 2023 and 2022 was $406,325 and $320,875, respectively. The decrease in net loss was mainly due to increase in operating expenses.

 

 

Liquidity and Capital Resources

 

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company has incurred recurring net losses. For the six months ended December 31, 2023, the Company recorded a net loss of $406,325, used cash to fund operating activities of $425,072 and at December 31, 2023, had a shareholders’ deficit of $4,778,282. For the six months ended December 31, 2022 the Company recorded a net loss of $320,875, used cash to fund operating activities of $215,638 and at December 31, 2022, had a shareholders’ deficit of $4,160,544. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The Company is raising the additional capital to achieve profitable operations.

 

Our cash needs for the six months ended December 31, 2023 were primarily met by loans and advances from current majority shareholder. As of December 31, 2023, we had a cash balance of $72,256. Our new majority shareholders will need to provide all of our working capitals going forward.

 

Primarily as a result of our recurring losses and our lack of liquidity, we received a report from our independent registered public accounting firm for our financial statements for the six months ended December 31, 2023 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern.

 

Liquidity and Capital Resources for the six months ended December 31, 2023 compared to the six months ended December 31, 2022

 

   

For the Six Months Ended

 
   

December 31

 

Summary of Cash Flows:

 

2023

   

2022

 
   

(Unaudited)

   

(Unaudited)

 
                 

Net cash used in operating activities

  $ (425,072 )   $ (215,638 )

Net cash used in investing activities

    -       (44,420 )

Net cash provided by financing activities

    443,254       248,206  

Effect of exchange rate change on cash

    (76 )     406  

Net increase (decrease) in cash

    18,106       (11,446 )

Cash beginning of period

    54,150       62,643  

Cash end of period

  $ 72,256     $ 51,197  

 

Operating Activities

 

Net cash used in operating activities was $425,072 for the six months ended December 31, 2023, an increase of $209,434 compared to cash used in operating activities of $215,638 for the six months ended December 31, 2022. The increase in net cash used in operating activities was mainly due to a increase in net loss, accounts receivable, inventory, and decrease in accounts payable, other payable for the six months ended December 31, 2023 compared to the same period in 2022.

 

Investing Activities

 

No investing activities were for the six months ended December 31, 2023, compared to the $44,420 of the net cash used the same period in 2022.

 

 

Financing Activities

 

Net cash provided by financing activities was $443,254 for the six months ended December 31, 2023, compared to $248,206 for the six months ended December 31, 2022. The increase in net cash provided by financing activities for the six months ended December 31, 2023 was primarily attributable to an increase in the amounts of advances from related party and issuance of common stocks, offset by decreasing amounts from short term loan and long term loan.

 

Financial Position

 

As of December 31, 2023, we had $72,256 in cash, negative working capital of $2,975,664 and an accumulated deficit of $4,778,282. As of June 30, 2023, we had $54,150 in cash, negative working capital of $2,912,470 and an accumulated deficit of $4,525,836.

 

Critical Accounting Policies and Estimates

 

Estimates

 

The preparation of these consolidated financial statements (“CFS”) in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimates and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others, the fair value of shares of common stock issued for services. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

 

Functional and Presentation Currency

 

The Company’s functional currency, as determined by management, is the United States(“US”) dollar. These consolidated financial statements are presented in U.S. dollars. Assets and liabilities denominated in currencies other than the functional currency are initially measured in the functional currencies at the transaction date exchange rate. Monetary assets are re-measured at the rate of exchange in effect as of the balance sheet date. Revenues and expenses are translated at the transaction date exchange rate. Foreign currency gains and losses resulting from the transaction are reflected in net comprehensive income (loss) for the period.

 

Revenues

 

Revenue from sale of goods under Topic 606, Revenue from Contracts with Customers, is recognized in a manner that reasonably reflects the delivery of the Company’s products and services to customers in return for expected consideration and includes the following elements:

 

 

executed contract(s) with customers that the Company believes is legally enforceable;

 

 

identification of performance obligation in the respective contract;

 

 

determination of the transaction price for each performance obligation in the respective contract;

 

 

allocation of the transaction price to each performance obligation; and

 

 

recognition of revenue only when the Company satisfies each performance obligation.

 

Inventories

 

Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances. For the six months ended December 31, 2023 and 2022, the Company has not made provision for inventory in regards to slow moving or obsolete items. As of December 31, 2023 and June 30, 2022, inventories amounted to $133,751 and $108,351, respectively.

 

 

Fair Value Measurements

 

Fair value measurements are determined using authoritative guidance issued by the FASB, with the exception of the application of the guidance to non-recurring, non-financial assets and liabilities as permitted. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:

 

Level 1—Quoted prices in active markets for identical assets or liabilities.

 

Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.

 

Level 3—Unobservable inputs based on the Company’s assumptions.

 

The Company is required to use observable market data if available without undue cost and effort.

 

The Company’s financial instruments include cash and accounts payable. Management has estimated that the carrying amounts approximate their fair value due to the short-term nature.

 

Loss per Share

 

Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the six months ended December 31, 2023 and 2022, as there are no potential shares outstanding that would have a dilutive effect.

 

Income Taxes

 

Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company recorded a valuation allowance against its deferred tax assets as of December 31, 2023 and June 30, 20232.

 

The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.

 

Recent Accounting Pronouncements

 

See Footnote 2 of the financial statements for a discussion of recently issued accounting standards.

 

Contractual Obligations and Off-Balance Sheet Arrangements

 

We do not have any contractual obligations or off-balance sheet arrangements.

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2023. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that our disclosure and controls are not designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

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, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) a lack of accounting staff and resources with appropriate knowledge of generally accepted accounting principles in the United States (“U.S. GAAP”) and SEC reporting and compliance requirements; (3) a lack of independent directors and (4) a lack of an effective review process by the accounting manager and management.

 

Management believes that the material weaknesses set forth in 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 a majority of outside directors on our board of directors’ 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.

 

Changes in Internal Controls

 

There have been no changes in our internal controls over financial reporting during the period ended December 31, 2023 that have materially affected or are reasonably likely to materially affect our internal controls.

 

 

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are not a party to or otherwise involved in any legal proceedings.

 

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

 

Item 1A. Risk Factors.

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

Not applicable.

 

Item 3. Defaults Upon Senior Securities.

 

There have been no events which are required to be reported under this Item.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits and Financial Statement Schedules

 

31.1

Certification of President and Secretary. Filed herewith.

31.2

Certification of Chief Financial Officer. Filed herewith.

32.1

Certification pursuant to 18 U.S.C. Section 1350 of President and Secretary. Filed herewith.

32.2

Certification pursuant to 18 U.S.C. Section 1350 of Chief Financial Officer. Filed herewith.

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 Definition

101.PRE*

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.LAB*

Inline XBRL Taxonomy Extension Label Linkbase Document

104

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

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: February 23, 2024

AMERICA GREAT HEALTH

 

 

 

 

 

 

 

 

 

 

By:

/s/ Quinn Chen

 

 

 

Quinn Chen

 

 

 

Chief Financial Officer

 

 

28
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