10-Q 1 f10q0622_jowayhealth.htm QUARTERLY REPORT

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

 

For the Quarterly Period Ended June 30, 2022

 

or

 

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

 

Commission File Number: 333-108715

 

Joway Health Industries Group Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada   98-0221494

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

600 South 3rd Street

Las Vegas, Nevada 89101

(Address of principal executive offices) (Zip Code)

 

(702) 384-1990

(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
None   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 periods 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 to be submitted posted 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 or a smaller reporting company filer. See definition 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 

 

As of August 9, 2022, the registrant had 20,054,000 shares of common stock issued and outstanding.

 

 

 

 

 

 

JOWAY HEALTH INDUSTRIES GROUP INC.

 

QUARTERLY REPORT ON FORM 10-Q

 

June 30, 2022

 

TABLE OF CONTENTS

 

  PAGE
PART I - FINANCIAL INFORMATION 1
   
Item 1. Financial Statements (unaudited) 1
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 2
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 5
     
Item 4. Controls and Procedures 5
     
PART II - OTHER INFORMATION 6
   
Item 1. Legal Proceedings 6
     
Item 1A. Risk Factors 6
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 6
     
Item 3. Defaults Upon Senior Securities 6
     
Item 4. Mine Safety Disclosure 6
     
Item 5. Other Information 6
     
Item 6. Exhibits 6
     
SIGNATURES 7

 

i

 

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include, among others, those statements including the words “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans” and words of similar import. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

 

Forward-looking statements are based on our current expectations and assumptions regarding our business, potential target businesses, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore that you should not rely on any of these forward-looking statements as statements of historical fact or as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include changes in local, regional, national or global political, economic, business, competitive, market (supply and demand) and regulatory conditions.

 

A description of these and other risks and uncertainties that could affect our business appears in the section captioned “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 which we filed with the Securities and Exchange Commission (“SEC”) on March 30, 2022 (the “Annual Report”). The risks and uncertainties described under “Risk Factors” are not exhaustive.

 

Given these uncertainties, readers of this Quarterly Report on Form 10-Q (“Quarterly Report”) are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

 

ii

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the SEC, and should be read in conjunction with the audited financial statements and notes thereto contained in our Annual Report, as updated in subsequent filings we have made with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

 

JOWAY HEALTH INDUSTRIES GROUP INC.

 

FINANCIAL STATEMENTS

 

June 30, 2022 (UNAUDITED)

 

INDEX TO FINANCIAL STATEMENTS

 

Balance Sheets at June 30, 2022 (Unaudited) and December 31, 2021 (Audited)   F-1
     
Statements of Operations and Comprehensive Loss for Three and Six Months ended June 30, 2022 and 2021 (Unaudited)   F-2
     
Statements of Cash Flows for Six months ended June 30, 2022 and 2021 (Unaudited)   F-3
     
Notes to Financial Statements   F-4 - F-8

 

1

 

 

JOWAY HEALTH INDUSTRIES GROUP INC.

 

BALANCE SHEETS

 

   June 30,   December 31, 
   2022   2021 
   (Unaudited)   (Audited) 
ASSETS        
         
CURRENT ASSETS:        
Total current assets   
-
    
-
 
Total assets  $
-
   $
-
 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
           
CURRENT LIABILITIES:          
Other payables   143,682    103,053 
Due to related parties   
-
    3,999 
Total current liabilities   143,682    107,052 
           
COMMITMENTS   
-
    
-
 
           
STOCKHOLDERS’ EQUITY (DEFICIT):          
Preferred stock - par value $0.001; 1,000,000 shares authorized; no shares issued and outstanding   
-
    
-
 
Common stock - par value $0.001; 200,000,000 shares authorized; 20,054,000 shares issued and outstanding at June 30, 2022 and December 31, 2021   20,054    20,054 
Additional paid-in-capital   7,232,861    7,228,862 
Accumulated deficit   (7,396,597)   (7,355,968)
Total stockholders’ deficit   (143,682)   (107,052)
Total liabilities and stockholders’ equity (deficit)  $
-
   $
-
 

 

The accompanying notes are an integral part of these financial statements

 

F-1

 

 

JOWAY HEALTH INDUSTRIES GROUP INC.

 

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

 

   Three Months Ended
June 30,
   Six Months Ended
June 30,
 
   2022   2021   2022   2021 
                 
REVENUES  $
-
   $
-
   $
-
   $
-
 
                     
COST OF REVENUES   
-
    
-
    
-
    
-
 
                     
GROSS PROFIT   
-
    
-
    
-
    
-
 
                     
General and administrative expenses   30,295    13,132    40,629    96,557 
OPERATING EXPENSES   30,295    13,132    40,629    96,557 
                     
LOSS FROM OPERATIONS   (30,295)   (13,132)   (40,629)   (96,557)
                     
Other expenses   
-
    
-
    
-
    
-
 
OTHER LOSS, NET   
-
    
-
    
-
    
-
 
                     
LOSS BEFORE INCOME TAXES   (30,295)   (13,132)   (40,629)   (96,557)
                     
INCOME TAXES   
-
    
-
    
-
    
-
 
                     
NET LOSS   (30,295)   (13,132)   (40,629)   (96,557)
                     
OTHER COMPREHENSIVE LOSS:                    
                     
COMPREHENSIVE LOSS  $(30,295)  $(13,132)  $(40,629)  $(96,557)
                     
NET LOSS PER COMMON SHARE, BASIC AND DILUTED:
  $
-
   $
-
    
-
   $
-
 
                     
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING, BASIC AND DILUTED
   20,054,000    20,054,000    20,054,000    20,054,000 

 

The accompanying notes are an integral part of these financial statements

 

F-2

 

 

JOWAY HEALTH INDUSTRIES GROUP INC.

 

STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   Six Months Ended
June 30,
 
   2022   2021 
         
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss from continuing operations  $(40,629)  $(96,557)
Adjustments to reconcile net loss to net cash used in operating activities          
Changes in operating assets and liabilities:          
Receivable from disposal of subsidiaries   
-
    119,070 
Special dividend payable   
-
    (119,070)
Other payables   40,629    29,560 
Net cash used in operating activities   
-
    (66,997)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Net cash provided by investing activities   
-
    
-
 
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Due to related parties   
-
    66,997 
Net cash provided by financing activities   
-
    66,997 
           
EFFECT OF EXCHANGE RATE CHANGES ON CASH   
-
    
-
 
           
NET INCREASE IN CASH   
-
    
-
 
           
CASH, beginning of period   
-
    
-
 
           
CASH, end of period  $
-
   $
-
 
           
SUPPLEMENTAL DISCLOSURES:          
           
Income taxes paid  $
-
   $
-
 
Interest paid  $
-
   $
-
 

 

The accompanying notes are an integral part of these financial statements

 

F-3

 

 

JOWAY HEALTH INDUSTRIES GROUP INC.

NOTES TO FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 – ORGANIZATION

 

Joway Health Industries Group Inc. is herein referred to as “Joway Health”, the “Company,” “we” and “us”.

 

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

 

On November 20, 2020, Joway Health entered into a Merger Agreement (the “Merger Agreement”) with Dynamic Elite International Limited, a British Virgin Islands company and a wholly-owned subsidiary of the Company (“Dynamic Elite”), Crystal Globe Limited, a British Virgin Islands company (“Parent”) and Joway Merger Subsidiary Limited, a British Virgin Islands company and a wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Dynamic Elite (the “Merger”), with Dynamic Elite continuing as the surviving corporation as a wholly-owned subsidiary of Parent. The special committee of the Board of Directors of the Company unanimously approved the Merger Agreement and the transactions contemplated thereby.

 

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) and as a result of the Merger, the ordinary shares of common stock of Dynamic Elite issued and outstanding immediately prior to the Effective Time, all of which are held by the Company, were cancelled and extinguished in consideration for $119,070 in cash (the “Merger Consideration”). The Company distributed the Merger Consideration to its shareholders (other than to Parent) in an amount equal to such shareholder’s proportionate share of the Merger Consideration based on such shareholders’ percentage of the outstanding common stock of the Company. In addition, the Company received a fairness opinion from an investment banker opining that the Merger Consideration was fair, from a financial point of view, to the shareholders of the Company.

 

As of December 31, 2020, the Effective Time of the Merger, the 10,000 ordinary shares of common stock of Dynamic Elite issued and outstanding immediately which were held by the Company, were cancelled for $119,070 in cash as Merger Consideration, or $0.45 per share. In January 2021, the Company had received $119,070 from Crystal Globe and distributed proportionately to the Company’s minority shareholders, other than Crystal Globe, which represented 2,646,000 shares of our common stock. Since the remaining 17,408,000 shares of our common stock was owned by Crystal Globe, the $0.045 per share payment for the 17,408,000 shares was offset and Crystal Globe did not receive any cash payment in connection with the Merger.

 

On December 31, 2020, upon the Company completed the Merger Agreement with Crystal Globe, Joway Health became a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Going forward, the Company intends to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for the Company’s stockholders. 

 

NOTE 2 – GOING CONCERN

 

The accompanying unaudited financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

 

As reflected in the accompanying unaudited financial statements, for the six months ended June 30, 2022 and 2021, we incurred net losses of $40,629 and $96,557, respectively. As of June 30, 2022, we had an accumulated deficit of $7.4 million. Management believes these factors raise substantial doubt about our ability to continue as a going concern for the next twelve months.

 

The continuation of our Company as a going concern through the next twelve months is dependent upon the continued financial support from our stockholders or external financing. Management believes that our existing stockholders will provide the additional cash to meet our obligations as they become due.

 

F-4

 

 

These conditions raise substantial doubt about our company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for our company to continue as a going concern.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). After the consummation of the Merger as of December 31, 2020, the Company’s functional currency is USD.

  

Use of Estimates

 

The preparation of the financial statements is in conformity with generally accepted accounting principles in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. Actual results could differ from those estimates.

 

Other Comprehensive Income

 

Other comprehensive income is defined as the change in equity during the period from transactions and other events, excluding the changes resulting from investments by owners and distributions to owners, and is not included in the computation of income tax expense or benefit. Accumulated other comprehensive income represents the accumulated balance of foreign currency translation adjustments.

 

Concentrations of Credit Risk

 

As a result of the consummation of the Merger, as of December 31, 2020, the Company became a shell company, as that term is defined in Rule 12b-2 of the Exchange Act of 1934, as amended (the “Exchange Act”). Going forward, our main business operations consist of seeking a business combination with a private entity whose business would present an opportunity for its shareholders.

 

Fair Value of Financial Instruments

 

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

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

 

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

 

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

 

The carrying amounts reported in the balance sheets for cash, accounts receivable, other receivable, accounts payable, other payable, and amounts due from related parties generally approximate their fair market values based on the short-term maturity of these instruments. ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

 

F-5

 

 

Revenue Recognition

 

The Company recognizes revenue when it satisfies a performance obligation by transferring a promised good or service to a customer or the customer obtains control of that asset, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those promised goods or services.

 

After the consummation of the Merger as of December 31, 2020, the Company did not report any revenue for the year ended December 31, 2021 or the first half year ending June 30, 2022.

 

Income Taxes

 

The Company accounts for income taxes in accordance with FASB ASC 740 “Income Taxes” (formerly SFAS No. 109 Accounting for Income Taxes), which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. ASC 740 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets is dependent upon future earnings, if any, of which the timing and amount are uncertain.

 

According to ASC 740, the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition.

 

Basic and Diluted Earnings per Share

 

The Company reports earnings per share in accordance with FASB ASC 260 “Earnings per share”. The Company’s basic earnings per share are computed using the weighted average number of shares outstanding for the periods presented. Diluted earnings per share are computed based on the assumption that any dilutive options or warrants were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, the Company’s outstanding stock warrants are assumed to be exercised, and funds thus obtained were assumed to be used to purchase common stock at the average market price during the period. There were no dilutive instruments outstanding during the three month and six month periods ended June 30, 2022 and 2021.

 

Recently Issued Accounting Pronouncements

 

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted the standard in 2021. Adoption of the standard did not have a significant impact on the Company’s statement of earnings in 2021.

 

F-6

 

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

 

Deconsolidation

 

On November 20, 2020, Joway Health entered into a Merger Agreement (the “Merger Agreement”) with Dynamic Elite International Limited, a British Virgin Islands company and a wholly-owned subsidiary of the Company (“Dynamic Elite”), Crystal Globe Limited, a British Virgin Islands company (“Crystal Globe”) and Joway Merger Subsidiary Limited, a British Virgin Islands company and a wholly-owned subsidiary of Crystal Globe (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will be merged with and into Dynamic Elite (the “Merger”), with Dynamic Elite continuing as the surviving corporation as a wholly-owned subsidiary of Crystal Globe.

 

Crystal Globe, as the majority shareholder holding approximately 86.81% of the Company, is also the sole shareholder of Dynamic Elite after the Merger. Mr. Jinghe Zhang, as the former President, former Chief Executive Officer, former Chairman and Director, and the majority beneficial owner of the Company, also serves as sole shareholder and executive director of Crystal Globe. As a result, the Company and Dynamic Elite are under common control of Crystal Globe and Mr. Jinghe Zhang.

 

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) and as a result of the Merger, the ordinary shares of common stock of Dynamic Elite issued and outstanding immediately prior to the Effective Time, all of which are held by the Company, will be cancelled and extinguished. In accordance with the Merger Agreement, Crystal Globe has offered a cash consideration of $0.045 per share for outstanding shares of Joway Health’s common stock (the “Merger Consideration”). As of November 20, 2020, Joway Health reported 20,054,000 shares of common stock outstanding. As a result, Joway Health recognized a loss of $1,340,795 from this transaction.

 

In January 2021, Joway Health had received $119,070 from Crystal Globe and distributed proportionately to the Company’s minority shareholders, other than Crystal Globe, which represents 2,646,000 shares of Joway Health’s common stock. Since the remaining 17,408,000 shares of Joway Health’s common stock is owned by Crystal Globe, the $0.045 per share payment for the 17,408,000 shares is offset.

 

The following is a reconciliation of the deconsolidation:

 

   Amount 
Selling price  $902,430 
Disposed assets and liabilities:     
Cash   79,446 
Current assets   1,133,812 
Fixed assets   3,194,533 
Intangible assets   465,007 
Liabilities   (1,977,822)
Accumulated other comprehensive income   (651,751)
    2,243,225 
Loss from disposal of discontinued component, net of income tax  $(1,340,795)

 

NOTE 4 – OTHER PAYABLES

 

As of June 30, 2022 and December 31, 2021, the Company reported $143,682 and $103,053 as its other payables, respectively. The other payables mainly consist of payables for professional services, including audit, legal, and financial statement filing services.

 

F-7

 

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

Payables due to related parties consist of the following:

 

   June 30,   December 31, 
   2022   2021 
Jinghe Zhang  $
      -
   $3,999 
Total  $
-
   $3,999 

 

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

  

Transactions with Jinghe Zhang

 

The Company was a shell company and has no cash, Mr. Jinghe Zhang, our former President, former Chief Executive Officer and director, agreed to advance operating capital to the Company. For the three months ended March 31, 2022, Mr. Jinghe Zhang released the Company from $3,999.19 of indebtedness owed to him. For the three months ended March 31, 2021, the Company received $3,397 from Mr. Jinghe Zhang. As of June 30, 2022 and December 31, 2021, the total unpaid principal balance due to Mr. Jinghe Zhang for advances was $0 and $3,999, respectively.

 

NOTE 6 – INCOME TAXES

 

Upon the Company executed the Merger Agreement on December 31, 2020, no provision was made for federal income taxes since the Company has significant net operating losses.

 

The Company’s income tax returns since inception are subject to audit by regulatory authorities. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows or financial position. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations. FASB ASC Topic 740, Income Taxes provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. ASC Topic 740 also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

 

We recognize tax liabilities in accordance with ASC Topic 740 and we adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.

 

NOTE 7 – SUBSEQUENT EVENTS

 

None

 

F-8

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Forward-Looking Statements

 

The following management’s discussion and analysis should be read in conjunction with our historical financial statements and the related notes thereto. The management’s discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors” in our Annual Report filed with the SEC on March 30, 2022, as updated in subsequent filings we have made with the SEC that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.

 

Basis of Presentation

 

The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on our unaudited financial statements contained in this Quarterly Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.

 

Overview

 

Joway Health Industries Group Inc. (the Company, us or we) was incorporated in the state of Nevada. As of December 31, 2020, we become a shell company. The Company will promptly file a Current Report on Form 8-K when, and if, its status as a shell company changes.

 

The Company has no specific plans or proposals at this time which relate to or would result in:

 

the acquisition by any person of additional securities of the Company;
   
an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;
   
a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries;
   
any material change in the present capitalization or dividend policy of the Company;
   
any other material change in the Company’s business or corporate structure;
   
changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any other person;
   
causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
   
a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as amended; or
   
any similar action to those enumerated above.

 

2

 

 

Change in Control

 

On February 3, 2022, the Company consummated the transactions contemplated by the Stock Purchase Agreement dated as of January 31, 2022 (the “Purchase Agreement”), by and among the Company, Crystal Globe Limited, a British Virgin Island company (“Crystal Globe”) and JHP Holdings, Inc., a Nevada corporation (“JHP”), pursuant to which JHP purchased 16,644,820 shares of common stock of the Company from Crystal Globe. The shares represent 83% of the issued and outstanding shares of the Company on a fully diluted basis. The purchase price for the shares paid by JHP was $100,000. Pursuant to the Purchase Agreement, each of Crystal Globe, JHP and Company made customary representations and warranties to each other. The parties agreed to certain customary post-closing covenants, including those relating to confidentiality, publicity and litigation support. The Company and Crystal Globe also agreed to certain indemnification provisions as they pertain to JHP for breaches or inaccuracies in their respective representations and warranties or covenants.

 

In connection with the acquisition of the 83% by JHP, Jinghe Zhang, the sole officer and director of the Company, resigned and JHP appointed Ramon Lata as the President, Treasurer and Secretary and sole director of the Company. The executive offices of the Company are currently located at 600 South 3rd Street, Las Vegas, Nevada 89101.

 

Results of Operations

 

Results of Operations - Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021

 

Revenues

  

During the three-month period ended June 30, 2022 and 2021, we did not realize any revenues from operations.

  

Expenses

  

Operating expenses, consisting entirely of general and administrative expenses (including professional fees) totaled $30,295 in the three-month period ended June 30, 2022, compared to $13,132 in the three-month period ended June 30, 2021. The increase of our operating expenses was mainly from the increase of our DTC service fee.

 

Net Loss

  

We incurred a net loss of $30,295, for the three months ended June 30, 2022, compared to a net loss of $13,132 for the corresponding period ended June 30, 2021.

 

Results of Operations – Six Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021

 

Revenues

  

During the six-month period ended June 30, 2022 and 2021, we did not realize any revenues from operations.

  

Expenses

  

Operating expenses, consisting entirely of general and administrative expenses (including professional fees) totaled $40,629 during the six months ended June 30, 2022, compared to $96,557 in same period ended June 30, 2021. The reduction of our operating expenses was mainly due to the decrease of audit fee.

 

Net Loss

  

We incurred a net loss of $40,629, for the six months ended June 30, 2022, compared to a net loss of $96,557 for the corresponding period ended June 30, 2021.

 

Liquidity and Capital Resources

 

As of June 30, 2022, we had no cash, liabilities of $143,682, and our working capital deficit was $143,682. Our current liquidity is not sufficient to meet the obligations associated with being a company that is fully reporting with the SEC.

 

To date, we have managed to keep our monthly cash flow requirement low for two reasons.  First, our sole officer does not draw a salary at this time.  Second, we have been able to keep our operating expenses to a minimum by operating in space provided at no expense by one of our shareholders.

 

3

 

 

We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

 

Our directors and officers have made no commitments written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.  

 

We expect that we will need to raise funds in order to effectuate our business plan. We anticipate that we will need to seek financing through means such as borrowings from institutions or private individuals. There can be no assurance that we will be able to raise such funds. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, we may be forced to seek a buyer for our business or another entity with which we could create a joint venture.  If all of these alternatives fail, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.

 

We have a history of operating losses and negative cash flow. These conditions raise substantial doubt about our ability to meet all of our obligations over the twelve months following the filing of this Form 10-Q. Management has evaluated these conditions and concluded that current plans will alleviate this concern. We currently have no debt other than advances from a shareholder and have no reason to believe that the shareholder will cease advancing the Company operating capital.

 

Our ability to continue as a going concern is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.

 

Off-Balance Sheet Arrangements

 

We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

 

Contractual Obligations

 

None.

 

Recent Accounting Pronouncements

 

We do not anticipate that the adoption of recently issued accounting pronouncements to have a material effect on our condensed consolidated financial statements.

 

Going Concern

 

The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the accompanying unaudited condensed financial statements, the Company had an accumulated deficit of $7.4 million and a working capital deficit of approximately $143,682 at June 30, 2022, and has incurred losses for all periods presented. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan, which is now to seek and develop a new sale strategy to enhance our sale force. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management intends to provide the Company with additional loans as needed. Management feels these actions provide the opportunity for the Company to continue as a going concern.

 

4

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

None.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures as defined in SEC Rules 13a-15(e) and 15d-15(e) as of the end of the period covered by this quarterly report. The purpose of this evaluation is to determine if, as of June 30, 2022, our disclosure controls and procedures were operating effectively such that the information, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) was recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) was accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2022, our disclosure controls and procedures were not effective, based on the material weakness described below:

 

We did not have sufficient skilled accounting personnel that are either qualified as Certified Public Accountants in the U.S. or that have received education from U.S. institutions or other educational programs that would provide enough relevant education relating to U.S. GAAP.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting for the three months ended June 30, 2022 that materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

 

5

 

 

PART II – OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

We know of no material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

 

ITEM 1A. RISK FACTORS.

 

Not required for smaller reporting companies.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

ITEM 6. EXHIBITS.

 

Exhibit No.

  Description
     
31.1   Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
32.1   Certifications of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
     
101.INS   Inline XBRL Instance Document*
     
101.SCH   Inline XBRL Taxonomy Extension Schema Document*
     
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document*
     
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document*
     
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document*
     
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document*
     
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

*Filed herewith

 

**Document has been furnished, is not deemed filed and is not to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing.

 

6

 

 

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.

 

  JOWAY HEALTH INDUSTRIES GROUP INC.
     
 Dated: August 10, 2022 By:  /s/ Ramon Lata
   

Ramon Lata

President (principal executive officer and
principal financial and accounting officer)

 

 

7

 

 

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