Audit issues and deep losses at America Great Health (OTC: AAGH)
Rhea-AI Filing Summary
America Great Health reported modest growth but remains deeply unprofitable and financially stressed for the year ended June 30, 2025. Sales rose to $391,743 from $294,670 and gross profit doubled to $339,121, helped by lower cost of goods sold.
Operating expenses were $722,056, leading to a net loss of $721,242, narrower than the $1,226,362 loss a year earlier. Cash was only $44,056, with a working capital deficit of $3,584,235 and total shareholders’ deficit of $5,743,827, creating substantial doubt about the company’s ability to continue as a going concern.
The auditor issued a disclaimer of opinion on the 2025 and 2024 financial statements due to insufficient audit evidence over expenses, opening balances and the Purecell Group consolidation analysis. The company also reported material weaknesses in internal control, relies heavily on loans and advances from its majority shareholder, and its thinly traded OTC penny stock faces limited liquidity.
Positive
- None.
Negative
- Auditor disclaimer of opinion: The independent auditor declined to issue an opinion on the 2025 and 2024 financial statements due to insufficient evidence over expenses, opening balances and the Purecell Group consolidation analysis.
- Going concern uncertainty: Recurring losses, cash of only $44,056, a working capital deficit of $3,584,235 and shareholders’ deficit of $5,743,827 led management and the auditor to highlight substantial doubt about the company’s ability to continue as a going concern.
- Weak liquidity and leverage: The company relies on debt and related-party funding, including $2,224,697 of long-term loans and $1,251,639 due to its majority shareholder and related parties, with limited cash to service these obligations.
- Material control weaknesses: Management reported ineffective internal control over financial reporting, citing lack of segregation of duties and insufficient board representation, with no audit committee or financial expert in place.
- Penny stock and limited market: Shares trade on the OTC market as a penny stock, subject to additional broker-dealer rules that can constrain liquidity and make trading more difficult for investors.
Insights
Audit disclaimer, going concern doubt and heavy leverage dominate this update.
America Great Health modestly increased sales to $391,743 and cut its net loss to $721,242 for the year ended June 30, 2025. However, shareholders’ deficit widened to $5,743,827 and working capital deficit reached $3,584,235, leaving the business highly undercapitalized.
The auditor issued a disclaimer of opinion for both 2025 and 2024, citing missing support for expense transactions, unresolved questions around the non-consolidation of Purecell Group, and insufficient evidence for opening balances as of July 1, 2024. This means investors do not have audited assurance on the accuracy of key figures.
Liquidity remains strained with only $44,056 of cash and heavy dependence on related-party financing, including $635,044 of new advances from the majority shareholder and $1,251,639 outstanding. Combined with disclosed material weaknesses in internal control over financial reporting and lack of independent directors, these issues materially elevate financial and governance risk until stronger capitalization and controls are demonstrated in future filings.
Key Figures
Key Terms
going concern financial
disclaimer of opinion financial
material weaknesses financial
internal control over financial reporting financial
penny stock financial
non-controlling interest financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the fiscal year ended
For the transition period from to
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| Large accelerated filer ☐ | 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. ☐
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reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.
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of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
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Yes ☐
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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 April 10, 2026 was
FORM 10-K
For the Year Ended June 30, 2025
TABLE OF CONTENTS
| Page | ||
| PART I | ||
| Item 1. | Business | 1 |
| Item 1A. | Risk Factors | 3 |
| Item 1B. | Unresolved Staff Comments | 3 |
| Item 1C | Cybersecurity | 3 |
| Item 2. | Properties | 3 |
| Item 3. | Legal Proceedings | 3 |
| Item 4. | Mine Safety Disclosures | 3 |
| PART II | ||
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 4 |
| Item 6. | Selected Financial Data | 5 |
| Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 6 |
| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 9 |
| Item 8. | Financial Statements and Supplementary Data | 9 |
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 9 |
| Item 9A. | Controls and Procedures | 9 |
| Item 9B. | Other Information | 9 |
| Item 9C. | Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | 9 |
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 10 |
| Item 11. | Executive Compensation | 12 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 14 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 14 |
| Item 14. | Principal Accounting Fees and Services | 15 |
| PART IV | ||
| Item 15. | Exhibits, Financial Statement Schedules | F-1 |
| Signatures | 17 | |
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In this annual report the words “we,” “us,” “our,” and the “Company” refer to America Great Health and subsidiaries.
FORWARD LOOKING STATEMENTS
When used in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors.
Statements made in this Form 10-K that are not historical or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent our best judgment as to what may occur in the future. These forward-looking statements include our plans and objectives for our future growth, including plans and objectives related to the consummation of acquisitions and future private and public issuances of our equity and debt securities. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. 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 our control. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Form 10-K will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, you should not regard the inclusion of such information as our representation or the representation of any other person that we will achieve our objectives and plans. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.
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PART I
ITEM 1. BUSINESS
Historical Development
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, Meizhong Health Industry Development Co., Ltd. The subsidiary is mainly engaged in mergers and acquisitions, investments and financings, 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. On April 6, 2021, the Company issued 510,000,000 shares of common stock to Purecell’s nominated trustee. Upon completion of the acquisition transaction, Purecell shall remain autonomous in its day-to-day operations, including recruiting and retaining management team members. Because the Company does not have significant control over Purecell, the acquisition is accounted for as an equity investment. 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. 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.
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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 Company issued 500,000 shares to Dr. Kevin Buckman MD on 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 would be appointed Chief Executive Officer of GOF. The employment agreement and the supplement agreement had both been terminated without any liabilities and obligations to the Company and Zhigong Lin.
On February 4, 2021, the Company set up a 100% owned subsidiary International Institute of Great Health, Inc. (IIGH) under the laws of the State of California. The Company wholly owned research institute will bring together doctors and professor-level experts from different countries and regions in the world. The research fields involve biomedicine, clinical medicine, health management, information technology, data analysis, software development, artificial intelligence, industrial planning, financial investment, etc.
Our Business
Prior to the change in control on January 19, 2017, the Company sold consumer products. It acquired electronic products from manufacturers and then sold them directly to consumers so as to be more competitive in price. As of December 31, 2016, the Company ceased operations in this line of business.
The Company under the new management has focused its business in the health industry. With the asset acquisition from Wang’s Property Investment & Management LLC, the Company attempted to diversify its business into property investment and management. By the early May 2022, the acquisition had been ceased by both sides.
Apart from the investment in Purecell and the setting up of the JV Company, the Company is planning to make additional acquisitions. We have approached several health-related companies in Asia Pacific and met the management of potential acquisition targets. Rapid economic advances in Asia Pacific in the last 20 years have greatly improved the living standards in Asia Pacific. This in turn brings demand in healthcare products and services. The Company feels strongly that despite the challenges of cross-border business, it might be able to acquire some good growth companies and bring good value to our stockholders.
Our mission is to invest in innovative technologies integrated 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 re-generational medicine and supplements manufacturing and sales.
Employees and Outside Services
The company has five (5) full-time employees as of report date. Remaining administrative (non-policy making) officers and consultants and technical personnel such as marketing specialists are being compensated as independent contractors. We pay these people on a contract basis as required.
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ITEM 1A. RISK FACTORS
This item is inapplicable because we are a “smaller reporting company” as defined in Exchange Act Rule 12b-2.
ITEM 1B. UNRESOLVED STAFF COMMENTS
This item is inapplicable because we are a “smaller reporting company” as defined in Exchange Act Rule 12b-2.
ITEM 1C. CYBERSECURITY
As a publicly traded company, the Company recognized the critical importance of effective cybersecurity risk management to safeguard our operations, protect sensitive information and ensure the trust of the Company’s customers and stakeholders.
Risk Management & Strategy
ITEM 2. PROPERTIES
The Company currently is leasing an office building property in Los Angeles County California. The Company has a month-to-month leases agreement with GKT, Alhambra, LP after the previous lease term of the office space expired on November 30, 2023. The current monthly rent including monthly management fee is $4,939.17.
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, 2024 to May 31, 2026, after the prior lease expired on May 31, 2024. The current monthly rent including monthly management fee is $1,940.40.
ITEM 3. LEGAL PROCEEDINGS
No legal proceedings are threatened or pending against us or any of our officers or directors. Further, none of our officers, directors or affiliates are parties against us or have any material interests in actions that are averse to the Company’s interests.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is currently listed on the OTC Bulletin Board under the symbol “AAGH”. There has been limited trading of the common stock from December 2, 2013 (Inception) through June 30, 2025. The last sale price of our common stock on June 30, 2025, was 0.0002 per share.
The following table sets forth the high and low transaction price for each quarter within the fiscal years ended June 30, 2025 and 2024, as provided by the NASDAQ Stock Markets, Inc. The information reflects prices between dealers, and does not include retail markup, markdown, or commissions, and may not represent actual transactions.
| Bid Prices | |||||||||||
| Fiscal Year Ended June 30, | Period | High | Low | ||||||||
| 2025 | First Quarter | $ | 0.0031 | $ | 0.0018 | ||||||
| Second Quarter | $ | 0.0028 | $ | 0.0001 | |||||||
| Third Quarter | $ | 0.0006 | $ | 0.0001 | |||||||
| Fourth Quarter | $ | 0.0057 | $ | 0.0002 | |||||||
| 2024 | First Quarter | $ | 0.0079 | $ | 0.0002 | ||||||
| Second Quarter | $ | 0.0210 | $ | 0.0024 | |||||||
| Third Quarter | $ | 0.0210 | $ | 0.0011 | |||||||
| Fourth Quarter | $ | 0.0040 | $ | 0.0001 | |||||||
Our shares are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the “penny stock” rule. The rule defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. The rule provides that any equity security is considered to be a penny stock unless that security is:
| - | registered and traded on a national securities exchange meeting specified criteria set by the SEC; |
| - | issued by a registered investment company; |
| - | excluded from the definition on the basis of price (at least $5.00 per share) or the issuer’s net tangible assets. |
Trading in the penny stocks is subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors. Accredited investors, in general, include certain institutional investors and individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of our securities and must have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, the rules require the delivery, prior to the first transaction of a risk disclosure document relating to the penny stock. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent to the purchaser disclosing recent price information for the penny stocks. Consequently, these rules may restrict the ability of broker dealers to trade or maintain a market in our common stock and may affect the ability of shareholders to sell their shares.
Holders
As of June 30, 2025, there were approximately 883shareholders of record holding 21,152,711,608 shares of common stock. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There is no redemption or sinking fund provisions applicable to the common stock.
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Dividends
The Company has not paid any dividends on its common stock. The Company currently intends to retain any earnings for use in its business and therefore does not anticipate paying cash dividends in the foreseeable future.
Securities Authorized Under Equity Compensation Plans
The following table lists the securities authorized for issuance under any equity compensation plans approved by our shareholders and any equity compensation plans not approved by our shareholders as of June 30, 2025. This chart also includes individual compensation agreements.
EQUITY COMPENSATION PLAN INFORMATION
| Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under | ||||||||||
| Plan category | (a) | (b) | (c) | |||||||||
| Equity compensation plans approved by security holders | 0 | $ | 0.00 | 0 | ||||||||
| Equity compensation plans not approved by security holders | 0 | $ | 0.00 | 0 | ||||||||
| Total | 0 | $ | 0.00 | 0 | ||||||||
Company repurchases of common stock during the year ended June 30, 2025
None
Performance Graphic
This item is not required to provide a performance graph since it is a “smaller reporting company” as defined in Exchange Act Regulation S-K Rule 10(f).
Share issuances in year ended June 30, 2025
All share issuances have been previously reported.
ITEM 6. [Reserved]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
Forward Looking Statement Notice
This Current Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “believes,” “management believes” and similar language. Except for the historical information contained herein, the matters discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this report are forward-looking statements that involve risks and uncertainties. The factors listed in the section captioned “Risk Factors,” as well as any cautionary language in this report; provide examples of risks, uncertainties and events that may cause our actual results to differ materially from those projected. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this Form 10-K.
Overview of Business
Our mission is to invest in innovative technologies, integrated 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.
Results of Operations
Results of Operations for the year ended June 30, 2025 compared to the year ended June 30, 2024.
Sales amounted to $391,743 and $294,670 for the years ended June 30, 2025 and 2024, respectively.The increase in sales was mainly due to the launch of new products.
Cost of goods sold amounted to $52,622 and $124,920 for the years ended June 30, 2025 and 2024, respectively.The decrease in the cost of goods sold was mainly due to an one time process of the expired products with $103,810 COGS in June 19, 2024..
Gross profit amounted to $339,121 and $169,750 for the years ended June 30, 2025 and 2024, respectively.
Operating expenses for the year ended June 30, 2025 and 2024 were $722,056 and $952,450, respectively. The decrease was mainly due to decreased selling expenses, office expenses, professional expenses, reserve expenses, and stock compensation expenses.
Our net loss for the year ended June 30, 2025 and 2024 was $721,242 and $1,226,362, respectively. The decrease in net loss was mainly due to the increased cost of goods sold, selling expenses, and 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 expenditure.
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The accompanying Consolidated Financial Statements (“CFS”) were 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 CFS, the Company has incurred recurring net losses. For the year ended June 30, 2025 the Company recorded a net loss of $721,242, used cash to fund operating activities of $322,862 and at June 30, 2025, had a shareholders’ deficit of $5,743,827. For the year ended June 30, 2024, the Company recorded a net loss of $1,226,362, used cash to fund operating activities of $615,627, and on June 30, 2024, had a shareholders’ deficit of $5,125,144. 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 additional capital to achieve profitable operations.
Our cash needs for the year ended June 30, 2025 were primarily met by loans and advances from our current majority shareholder. As of June 30, 2025, we had a cash balance of $44,056. Our future majority shareholders will need to provide all of our working capital 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 year ended June 30, 2025 that includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern.
Financial Position
As of June 30, 2025, we had $44,056 in cash, a working capital deficit of $3,584,235 and an accumulated deficit of $10,781,345.
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.
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.
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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, accounts payable, loans, and stocks for investment. Management has estimated that the carrying amounts approximate their fair value due to the short-term nature.
Basic and Diluted Loss Per Share
Basic and diluted loss per share is 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 year ended June 30, 2025 and 2024, 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:
| June 30 | ||||||||
| 2025 | 2024 | |||||||
| Net loss per share, basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average shares outstanding: | ||||||||
| Total weighted average common shares outstanding – basic and diluted | 21,144,246,300 | 21,123,253,567 | ||||||
| Antidilutive securities not included: | ||||||||
| Stock options | - | - | ||||||
| Stock options arising from convertible note payable and accrued interest | - | - | ||||||
| Restricted stock grants | 18,843,025,682 | 18,127,152,400 | ||||||
| Convertible preferred stock | - | - | ||||||
| Total | 18,843,025,682 | 18,127,152,400 | ||||||
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 June 30, 2025 and 2024.
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.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our financial statements appear beginning on page F-1 in this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our Chief Executive Officer as of the end of the period covered by this report, our Chief Executive Officer concluded that our disclosure controls and procedures have not been effective as a result of a weakness in the design of internal control over financial reporting identified below.
As used herein, “disclosure controls and procedures” mean controls and other procedures of our company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934. Our Chief Executive Officer/Chief Accounting Officer conducted an evaluation of the effectiveness of our ICFR based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013”). Based on management’s evaluation under the framework, management has concluded that our ICFR was not effective as of June 30, 2025.
We identified material weaknesses in our ICFR primarily attributable to (i) lack of segregation of incompatible duties; and (ii) insufficient Board of Directors representation. These weaknesses are due to our inadequate staffing during the period covered by this report and our lack of working capital to hire additional staff. Management has retained an outside, independent financial consultant to record and review all financial data, as well as prepare our financial reports, in order to mitigate this weakness. Although management will periodically re-evaluate this situation, at this point it considers that the risk associated with such lack of segregation of duties and the potential benefits of adding employees to segregate such duties are not cost justified. We intend to hire additional accounting personnel to assist with financial reporting as soon as our finances will allow.
This annual report does not include an attestation report of our registered public accounting firm regarding ICFR. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
ITEM 9B. OTHER INFORMATION
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Set forth below are the names of our directors, executive officers and significant employees of our company as of the date of this Form 10-K, their ages, all positions and offices that they hold with us, the periods during which they have served as such, and their business experience during at least the last five years.
| Name | Position with the Company | Age | Period | |||
| Mike Wang | Chairman of the Board of Directors, President, Chief Executive Officer, Chief Financial Officer | 70 | 2017 – Present | |||
| Rex Chang | Director | 74 | 2018 – Present | |||
| Aihua Guo | Director | 51 | 2020 – Present | |||
| Peter Britton | Director | 73 | 2020 – Present | |||
| Jiaxin Xue | Director | 49 | 2018 – Present |
| Name | Position with the Company and Principal Occupations | |
| Mike Wang | Chairman of the Board of Directors, President, Chief Executive Officer since 2017. Mr. Wang has served as the Chief Financial Officer of our company since June 2025. He has been working in the health supplements business for about 20 years. From 2012 to present, he worked as the vice-president of the American Nutrition and Health Association. From 2013 to present, he worked as the president of the Health & Beauty Group Inc. From 2016 to present, he worked as our President, Chief Executive Officer and Chief Financial Officer. | |
| Rex Chang | Director Mr. Rex Chang is an experienced GPA Consultant and an international trade specialist. He started in manufacturing facilities, well-trained in commercial and industrial, import-export, QC/QA, marketing development and government procurement. Mr. Chang served as Chief Executive Officer in U. S. Asia Chamber of Commerce, and Chief Executive Officer- Asian Marketing in U.S. Foods International. He also served as Chief Executive Officer of New Cathay International Development Corp. Mr. Chang is consultant to the Center for International Trade Development and Taiwan Trade Center. | |
| Aihua Guo | Director Ms. Aihua Guo is an entrepreneur and founder of Hong Kong-based Brilliant Health Co., Ltd., which she founded in 2018. She has been the standing editor of Chinese Journals of Tissue Engineering and Aesthetic Plastic Surgery since 2018. She has also been the visiting professor of Galway Institute of Regenerative Medicine in Ireland and CEO of Pure Athesthetic Co., Ltd. of Hong Kong since 2017. From 2016 to 2018, Ms. Guo served as the business director of China Regenerative Medicine International Co., Ltd. She has been the members of British Blood Transfusion Association, Illouz Foundation France and China Plastic Surgery Association since 2015. Ms. Guo obtained her MD of Plastic Surgery in 2012 and PhD of Immunology of Transplantation and Ophthalmology in 2007. | |
| Peter Britton | Director. Mr. Peter Britton is the founder and board chairman of Purecell Group, co-inventor of UCF (Umbilical Cord Factors) global patent, and international expert on translational cellular regenerative medicine. He is the director and chief scientist of Purcell in the development, commercialization and multiple medical applications of Purecell patented anti-aging products and technologies including UCF, Exosome, NAD+, SKQ1 and Liposome. He currently serves as the chief scientist and director of the joint-venture between Purecell and BoaoYiling Life Care Center in China, which leads the world-first officially-approved medical application and commercialization of UCF technology in the field of degenerative joint disease. He is also the founder of Hong Kong-based N Cell, a leading provider of proteomic analysis for Asian market since 2016, and has been the founding member of the Sino-Australian Stem Cell Centre of Excellence with Peking University since 2015. Mr. Peter Britton graduated with a bachelor’s degree from the University of Sydney, and obtained post graduate work at the University of Bern in Switzerland. | |
| Jiaxin Xue | Director. Mr. Jiaxin Xue is graduate of Henan Medical University. He also obtain Doctor degree in Natural Medicine from American Naturopathic University, Master’s degree in Social Medicine and Health Management from Peking Union Medical College, Mr. Xue obtained PhD degree in Social Economics, School of Philosophy and Sociology from Beijing Normal University. He is an experienced specialist involves comprehensive fields such as medical treatment, medicine, health, rehabilitation, and elderly care. From 2007 to 2008, Mr. Xue was the Deputy Director of the Chinese Red Cross Rescue Training Department, Vice President of the Business Development Department of Haihong Pharmaceutical Holdings; in 2009 Mr. Xue founded Mai Dingsheng International Medical Investment Service Agency. From 2014 to the present, Mr. Xue is the Deputy Dean of the International College of Natural Therapy, Executive Vice President of the Zhongguancun Industry Integration and Transformation Promotion Association and Chairman of the International Medical Care Industry Committee, Deputy Director of the Chronic Disease Prevention Fund Management Committee of the China Medical and Health Development Foundation, Chinese Nationality Deputy Director of the Internet + Medical Work Committee of the Health Association, Deputy Director of the Clinical Medicine Center of the Research Institute of the National Health Commission. |
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All our directors hold office until the next annual meeting of our shareholders or until their successors have been elected and qualified. The executive officers of our company are appointed by our board of directors and hold office until their death, resignation, or removal from office.
Family Relationships
There is no family relationship among any of our officers or directors.
Code of Ethics
The Company has not adopted a code of ethics which applies to the chief executive officer, or principal financial and accounting officer, because of our current low level of operations as a public entity. The Company intends to adopt a code of ethics in the near future.
Audit Committee Financial Expert
The Company does not have either an Audit Committee or a financial expert on the Board of Directors (BOD). The BOD believes that obtaining the services of an audit committee financial expert is not economically rational at this time in light of the costs associated with identifying and retaining an individual who would qualify as an audit committee financial expert, the limited scope of our operations and the relative simplicity of our financial statements and accounting procedures.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Form 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish our Company with copies of all Section 16(a) reports they file.
Based solely on our review of the copies of such reports received by us and on written representations by our officers and directors regarding their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, on the fiscal year ended June 30, 2025, the two board members, Mr. Peter Britton, Ms. Aihua Guo did not file Forms 3.
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ITEM 11. EXECUTIVE COMPENSATION
Executive Officers and Directors
The following tables set forth certain information about compensation paid, earned or accrued for services by (i) the Company’s Chief Executive Officer and Chief Financial Officer in the years ended June 30, 2025 and 2024 (“Named Executive Officers”):
| Name and Principal | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Nonqualified Deferred Compensation | All Other Compensation | Total | ||||||||||||||||||||||||||||
| Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||||||||||||||||||||
| Mike Q. Wang President/CEO | 2025 | $ | 54,000 | - | - | - | - | - | - | $ | 54,000 | |||||||||||||||||||||||||
| 2024 | $ | 54,000 | - | - | - | - | - | - | $ | 54,000 | ||||||||||||||||||||||||||
| Quinn Chen CFO (resigned on 6/2/2025) | 2025 | $ | 5,538 | - | - | - | - | - | - | $ | 5,538 | |||||||||||||||||||||||||
| 2024 | $ | 11,077 | - | - | - | - | - | - | $ | 11,077 | ||||||||||||||||||||||||||
Employment Contracts
We currently do not have any written employment agreements with our executive officers.
Director Compensation
None of our directors was compensated for their services to the board other than Ms. Aihua Guo was paid $- and $6,199 respectively for the years ended June 30, 2025 and 2024.
Director Qualifications
Directors are responsible for overseeing the Company’s business consistent with their fiduciary duty to the shareholders. This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience. Our BOD believes that there are general requirements for service on the BOD that are applicable to directors and that there are other skills and experience that should be represented on the BOD as a whole but not necessarily by each director. The BOD considers the qualifications of director and director candidates individually and in the broader context of the BOD’s overall composition and the Company’s current and future needs.
Qualifications, Attributes, Skills and Experience to be Represented on the Board as a Whole
The BOD has identified particular qualifications, attributes, skills and experience that are important to be represented on the board as a whole, in light of the Company’s current needs and its business priorities. The BOD believes that it should include some directors with a high level of financial literacy and some directors who possess relevant business experience as a Chief Executive Officer or a President or like position. Marketing is the core focus of our business, and the Company seeks to develop and deploy the world’s most innovative and effective marketing and technology. Therefore, the Board believes that marketing and technology experience should be represented on the BOD. Since the Company is involved in the healthcare business, the Company’s business also requires compliance with a variety of regulatory requirements and relationships with various governmental entities. Therefore, the BOD believes that governmental, political, or diplomatic expertise should be represented on the Board.
Set forth below are a chart and a narrative disclosure that summarize the specific qualifications, attributes, skills and experiences described above. An “X” in the chart below indicates that the item is a specific reason that the director has been nominated to serve on the Company’s Board. The lack of an “X” for a particular qualification does not mean that the director does not possess that qualification or skill. Rather, an “X” indicates a specific area of focus or expertise of a director on which the BOD currently relies.
| High level of financial literacy | Mike Q. Wang | Quinn Chen (resigned on 6/2/2025) | ||||||
| X | ||||||||
| Extensive knowledge of the Company’s business | X | X | ||||||
| Marketing/Marketing related technology experience | X | |||||||
| Relevant Chief Executive/President or like experience | X | X | ||||||
| Corporate Governance expertise | X | X | ||||||
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Directors or Executive Officers involved in Bankruptcy or Criminal Proceedings
To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries), has:
| ● | Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. |
| ● | Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. |
| ● | Been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. |
| ● | Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. |
| ● | Been the subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Board Meetings
The BOD held twomeetings during FY 2025.
Material Changes to the Procedures by which Security Holders May Recommend Nominees to the Board of Directors
There have been no material changes to the procedures by which security holders may recommend nominees to the BOD.
Board Leadership Structure and Role in Risk Oversight
Mr. Mike Q. Wang is our Chairman, Chief Executive Officer, and Chief Finance Officer. As a main officer and director, Mr. Wang, by default, serves as our business and industry leader most capable of identifying strategic priorities and executing our business strategy. In addition, having a single leader eliminates the potential for confusion and provides clear leadership for the Company. We believe that this leadership structure has served the Company well. The Board’s role in the risk oversight of the Company includes, among other things:
| ● | appointing, retaining and overseeing the work of the independent auditors, including resolving disagreements between the management and the independent auditors relating to financial reporting; |
| ● | approving all auditing and non-auditing services permitted to be performed by the independent auditors; |
| ● | reviewing annually the independence and quality control procedures of the independent auditors; |
| ● | reviewing and approving all proposed related party transactions; |
| ● | discussing the annual financial statements with the management; and |
| ● | meeting separately with the independent auditors to discuss critical accounting policies, management letters, recommendations on internal controls, the auditor’s engagement letter and independence letter and other material written communications between the independent auditors and the management. |
Our BOD is responsible for approving all related party transactions. We have not adopted written policies and procedures specifically for related person transactions.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Beneficial Ownership
The following table sets forth, as of the date of this report the outstanding common stock of the Company owned of record or beneficially by each person who owned of record, or was known by the Company to own beneficially, more than 5% of the Company’s 21,107,081,148 shares of common stock issued and outstanding, and the name and shareholdings of each director and all of the executive officers and directors as a group.
Unless otherwise indicated in the footnotes to the following table, each person named in the table has sole voting and power and that person’s address is c/o 1609 W Valley Blvd., Unit 338A, Alhambra, CA 91803:
CERTAIN BENEFICIAL OWNERS
| Amount and | ||||||||||
| nature of | ||||||||||
| beneficial | Percent | |||||||||
| Name | Office | owner (1) | of class | |||||||
| Mike Q. Wang | Chief Executive Officer, Director | 793,359,765 | 3.74 | % | ||||||
| Rex Chang | Director | 202,500,000 | 0.96 | % | ||||||
| Aihua Guo | Director | 314,773,937 | 1.49 | % | ||||||
| Peter Britton | Director | -- | -- | |||||||
| Jiaxin Xue | Director | 627,000,000 | 2.96 | % | ||||||
| All officer and directors as a group (5 person) | N/A | 1,937,633,702 | 9.14 | % | ||||||
| (1) | Except as otherwise noted, shares are owned beneficially and of record, and such record shareholder has sole voting, investment, and dispositive power. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
During the year ended June 30, 2025, the Company’s current majority shareholder advanced $635,044 to the Company as working capital and the Company repaid $493,601 to the shareholder. As of June 30, 2025 and 2024, the Company owed its current majority shareholder and other related $1,251,639 and $1,110,196 respectively. The advances are non-interest bearing and are due on demand.
Director Independence
Currently, the Company does not have any independent directors. Since the Company’s common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination.
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Under NASDAQ Listing Rule 5605(a)(2), an “independent director” is a “person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.”
We do not currently have a separately designated audit, nominating or compensation committee. However, we do intend to comply with the independent director and committee composition requirements in the future.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The following table sets
forth the fees paid by the Company for professional services rendered for the audits of the annual financial statements and fees billed
for other services rendered by its current principal accountant,
| Type of Services Rendered | 2025 | 2024 | ||||||
| Audit Fees | $ | 61,250 | $ | 34,250 | ||||
| Audit-Related Fees | $ | - | $ | - | ||||
| Tax Fees | $ | - | $ | - | ||||
| All Other Fees | $ | - | $ | - | ||||
Pre-approval Policies
We do not have a standing audit committee currently serving and as a result our BOD performs the duties of an audit committee. Our BOD evaluates and approves, in advance, the scope and cost of the engagement of an accounting firm before the accounting firm renders audit and non-audit services. We do not rely on pre-approval policies and procedures.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial Statements.
| Report of Independent Registered Public Accounting Firm Green Growth CPAs (PCAOB ID # 6580) | F-2 | |
| Consolidated Balance Sheets as of June 30, 2025 and 2024 | F-3 | |
| Consolidated Statements of Operations for the Years Ended June 30, 2025 and 2024 | F-4 | |
| Consolidated Statements of Shareholders’ Deficit for the Years Ended June 30, 2025 and 2024 | F-5 | |
| Consolidated Statements of Cash Flows for the Years Ended June 30, 2025 and 2024 | F-6 | |
| Notes to Consolidated Financial Statements | F-7 |
F-1
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders
of America Great Health
Disclaimer of Opinion on the Financial Statements
We were engaged to audit the accompanying balance sheet of America Great Health (the "Company") as of June 30, 2025 and the related consolidated statements of operations and comprehensive loss, consolidated statement of changes in stockholders’ equity (deficit), and consolidated statement of cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). As described in the following paragraph, because the Company failed to provide supporting documentation for certain 2025 expense transactions, an appropriate analysis over the consolidation of Purecell Group, and unable to provide sufficient appropriate audit evidence regarding opening balances as of July 1, 2024, we were not able to apply other auditing procedures to satisfy ourselves as to the occurrence and valuation of expenses, accuracy on the non-consolidation position of Purecell and to satisfy ourselves as to those opening balances, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the financial statements, and we do not express, an opinion on these financial statements.
The Company was unable to provide sufficient appropriate audit evidence regarding opening balances as of July 1, 2024 to enable us to determine whether any adjustments might have been necessary to the amounts reported in the balance sheet as of June 30, 2025, or to the results of operations and cash flows for the year then ended. Further, appropriate documentation to substantiate the existence of expenses is not available. The Company's records do not permit the application of other auditing procedures to expenses. In addition, the Company failed to provide an appropriate analysis over the consolidation of Purecell Group.
The financial statements of America Great Health as of and for the year ended June 30, 2024 were audited by us, and we expressed a disclaimer of opinion on those financial statements in our report dated February 24, 2025, because the Company did not provide proof of delivery or other evidence of transfer of control necessary to determine whether revenue was recognized appropriately under ASC 606: Revenue Recognition and failed to provide supporting documentation for expense transactions for which we were not able to apply other auditing procedures to satisfy ourselves as to the occurrence and valuation of sales and expenses. Accordingly, we do not express an opinion on the June 30, 2024 financial statements presented for comparative purposes.
Going concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a shareholder´s deficit that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Disclaimer of Opinion
These financial statements are the responsibility of the Company's management. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
April 10, 2026
We have served as the Company’s auditor since 2023.
PCAOB ID Number
F-2
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America Great Health and Subsidiaries
Consolidated Balance Sheets
| As of June 30, 2025 (unaudited) | As of June 30, 2024 (unaudited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Account receivable, net | ||||||||
| Inventory | ||||||||
| Prepaid and other assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| Right-of-use asset, net | ||||||||
| Other assets | ||||||||
| Property and equipment, net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Tax payable | ||||||||
| Short term loan | ||||||||
| Other payable | ||||||||
| Wage and wage tax payable | ||||||||
| Due to related party | ||||||||
| Advances from customers | ||||||||
| Lease liability – current | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| Lease liability – non-current | ||||||||
| Long term loan | ||||||||
| Total Non-Current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and Contingencies | ||||||||
| SHAREHOLDERS’ DEFICIT | ||||||||
| Redeemable, convertible preferred stock, | ||||||||
| Common stock, no par value, unlimited shares authorized; | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock: | ||||||||
| Accumulated other comprehensive income | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total deficit attributable to owners of the Company | ( | ) | ( | ) | ||||
| Non-controlling interest | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ DEFICIT | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
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America Great Health and Subsidiaries
Consolidated Statements of Operations and
Comprehensive Loss
| For the Years ended | ||||||||
| June 30, | ||||||||
| 2025 (unaudited) | 2024 (unaudited) | |||||||
| Sales | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross profit | ||||||||
| Selling, general and administrative expenses | ||||||||
| Selling expense | ||||||||
| General and administrative expense | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expenses) | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| BASIC AND DILUTED LOSS PER SHARE | $ | |||||||
| WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||||||
| BASIC AND DILUTED | ||||||||
| Non-controlling interest share of loss | ( | ) | ( | ) | ||||
| Net loss attributed to the owners of the Company | ( | ) | ( | ) | ||||
| Foreign currency transaction | ( | ) | ||||||
| Comprehensive loss | ( | ) | ( | ) | ||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
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America Great Health and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Deficit
For the Years ended June 30, 2025 (unaudited) and 2024 (unaudited)
Preferred Stock | Common Stock | Treasury Stock | Additional paid-in | Accumulated Other Comprehensive | Accumulated Deficit During | Total Deficit Attributable to the Owners of the | Non- Controlling | Total Shareholders’ | ||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Capital | Income/(Loss) | Period | Company | Interest | Deficit | |||||||||||||||||||||||||||||||||||||
| Balance June 30, 2023 | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||
| Issuance of common stock for debt | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for | ||||||||||||||||||||||||||||||||||||||||||||||||
| equity investment | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for compensation | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Treasury shares | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Gain/loss on exchange rate | - | - | - | - | - | - | - | ( | ) | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||
| Original issue discount on debt | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance June 30, 2024 | - | $ | - | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
| Balance June 30, 2024 | - | $ | - | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
| Issuance of common stock for cash | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||||||
| Issue of common stock for service | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Treasury shares | - | - | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Gain/loss on exchange rate | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance June 30, 2025 | - | $ | - | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
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America Great Health and Subsidiaries
Consolidated Statements of Cash Flows
| Years Ended June 30, | ||||||||
| 2025 (unaudited) |
2024 (unaudited) |
|||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Original issue discount | ||||||||
| Stock compensation | ||||||||
| (Reversal)/Increase of inventory provision | ( |
) | ||||||
| Payment of lease and rent | ( |
) | ( |
) | ||||
| Changes in operating Assets and Liabilities: | ||||||||
| Right of use asset – net | ( |
) | ||||||
| Lease liabilities – net | ||||||||
| Account receivable – net | ( |
) | ||||||
| Prepaid expenses and other assets | ( |
) | ||||||
| Inventory | ( |
) | ||||||
| Accounts payable and accrued expense | ||||||||
| Customer advances | ( |
) | ||||||
| Accrued interest for short term loan | ||||||||
| Accrued interest for long term loan | ||||||||
| Tax payable | ||||||||
| Other payable | ( |
) | ||||||
| Wage and wage tax payable | ||||||||
| Net cash used in operating activities from continuing operations | ( |
) | ( |
) | ||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
| Net cash used in investing activities | ||||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Proceeds of short term loan | ||||||||
| Repayment of short term loan | ( |
) | ( |
) | ||||
| Interest payment to short term loan | ( |
) | ( |
) | ||||
| Proceeds of long term loan | ||||||||
| Repayment of long term loan | ( |
) | ||||||
| Interest payment to long term loan | ( |
) | ||||||
| Advances from related party | ||||||||
| Repayment to related party | ( |
) | ( |
) | ||||
| Net cash provided by financing activities | ||||||||
| Net (decrease) increase in cash | ( |
) | ||||||
| Cash beginning of period | ||||||||
| Effect of foreign currency translation | ( |
) | ||||||
| Cash end of period | $ | $ | ||||||
| SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION | ||||||||
| Interest paid | ||||||||
| Taxes paid | $ | $ | ||||||
| Non-cash investing and financing information: | - | - | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
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AMERICA GREAT HEALTH AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2025 AND 2024
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
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, Meizhong 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
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$
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.
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On September 3, 2021, the Company entered into
an Assets Acquisition Agreement with Wang’s Property Investment & Management LLC to purchase
On November 4, 2021, the Company set up a
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
On November 15, 2021, the Company set up a
On February 4, 2021, the Company set up a
On November 25, 2022, the Company signed a supplementary
agreement with Men Hwei, Tsai who is an unrelated party.
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 $
Going Concern
The accompanying consolidated financial statements
(“CFS”) were 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 CFS, the Company has incurred recurring net losses.
For the year ended June 30, 2025, the Company recorded a net loss of $
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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.
The Company’s cash needs for the 12 months
ended June 30, 2025 were primarily met by loans and advances from the current majority shareholder. As of June 30, 2025, the Company had
a cash balance of $
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
Basis of Consolidation
The Consolidated Financial Statements includes
the accounts of the Company and its current wholly owned subsidiaries, America Great Health in California (
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 | ||||||||
| GOF Biotechnologies in California | ||||||||
| International Institute of Great Health in California | ||||||||
| Nutrature Health LLC in California | ||||||||
| Sijinsai in China | ||||||||
| US-China Mega Beauty Health Industry Development Co., LTD | ||||||||
| Peptide Life Inc in California | ||||||||
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’ deficit.
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The Company’s reporting currency is the United States Dollar (“USD”). The Company’s wholly owned subsidiary of Meizhong 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:
| June 30, | ||||
| Average Yearly (average rate) | 2025 | |||
| Chinese Renminbi (RMB) | RMB | | ||
| United States dollar ($) | $ | |||
| June 30, | ||||
| Year Ended (Closing rate) | 2025 | |||
| Chinese Renminbi (RMB) | RMB | | ||
| United States dollar ($) | $ | |||
Reclassification of Prior period (twelve months ended June 30, 2024) Presentations
Certain prior period accounts and amounts have been reclassified for consistency with the current period presentation. These reclassifications have no effect on the reported results of operations. Below is the comparison of the reclassification and the original representation of the related accounts and amounts.
Consolidated Balance Sheet
| Reclassified 10-K | Original 10-K | |||||||
| June 30, 2024 |
June 30, 2024 |
|||||||
| Other payable | $ | $ | ||||||
| Wage and wage tax payable |
Consolidated Statement of Cash Flow
| Reclassified 10-K | Original 10-K | |||||||
| June 30, 2024 |
June 30, 2024 |
|||||||
| Other payable | $ | $ | ||||||
| Wage and wage tax payable |
Adjustment of prior period financial statements
During the preparation of consolidated financial statements of the Company for the year ended June 30, 2025, the Company’s management identified that the treatment of accrued liabilities and management fees, during the years ended in June 30, 2022, and 2023, were improperly recognized due to post close year-end adjustments. The balance of accrued liabilities and management fees should have been eliminated in consolidation. The correction of these balances did not have an impact on the Company’s financial position in those fiscal years.
Cash
The Company considers all highly liquid debt instruments purchased with maturity periods of three 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 June 30, 2025 and 2024, the Company’s bank account in the United States had $
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. 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 usually 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 40 to 60 days of the invoice date and 180 days for a major customer, 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 on the Company’s revenue.
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Product Revenue
A majority of the Company’s sales are for products sold at a point in time when 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. Any payment received prior to shipment is recognized as a contract liability under the account deferred revenue. The Company does not recognize assets associated with costs to obtain or fulfill a contract with a customer.
Shipping and handling activities are performed by third-party carriers 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 the cost of sales for all periods presented.
Account Receivable
The Company has been developing its new products and launching large-scale production since November 2023. As of June 30, 2025 net accounts receivable amounted to $-.
The Company has not established a reserve
for uncollectible amounts on the newly launched products since the historical data on bad debts in the aging categories of the new products
could not support such estimates. For the year ended June 30, 2025, the Company has $
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 year ended June 30, 2025, the Company has $
At the end of fiscal years 2025 and 2024, inventories comprised:
| June 30, | June 30, | |||||||
| 2025 | 2024 | |||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| Inventory valuation reserve | ( | ) | ( | ) | ||||
| Subtotal | $ | $ | ||||||
Cost of Goods Sold
The cost of goods sold includes product costs only and is recorded in the same period in which related revenues have been recorded.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets.
| Machinery and equipment |
At the end of fiscal years 2025 and 2024, machinery and equipment at cost and accumulated depreciation were:
| June 30, | June 30, | |||||||
| 2025 | 2024 | |||||||
| Machinery and equipment | $ | $ | ||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Subtotal | $ | $ | ||||||
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.
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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, accounts payable., loans, and stocks for investment 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 are expensed over the period during which an employee or a contractor is required to provide service in exchange for the compensations.
Treasury Stock Shares
Treasury shares are recognized at acquisition cost and are presented as a deduction from shareholder’s equity.
Loss Per Share
Basic earnings (loss) per share are computed by dividing the 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 years ended June 30, 2025 and 2024, as there are no potential shares outstanding that would have a diluted effect.
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Income Taxes
Income tax expenses are 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 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 2023, the FASB issued Accounting Standard Update (“ASU”) No. 2023-03, Presentation of Financial Statements (Topic 205), Income Statement - Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation – Stock Compensation (Topic 718). As ASU 2023-03 did not provide any new guidance, there was no transition or effective date associated with its adoption. Accordingly, the Company adopted ASU 2023-03 immediately upon its issuance. The adoption of ASU 2023-03 did not have any impact on the Company’s consolidated financial statement presentation or related disclosures.
In November 2023, the Financial Standards Accounting Board (FASB) issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU and determined that its adoption did not have a material impact on the Company’s financial statements and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews operating results to make decisions about allocating resources and assessing performance for the entire Company.
In December 2023, the FASB issued ASU No. 2023-09 (ASU 2023-09), Income Taxes (Topic 740): Improvements to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis. Early adoption is permitted. As the amendments apply to income tax disclosures only, the Company does not expect adoption to have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual periods for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. We are currently evaluating the ASU to determine its impact on our consolidated financial statements and disclosures.
Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statement presentation or disclosures.
NOTE 3 – OTHER ASSET
As of June 30, 2025 and 2024, other assets amounted to $
| June 30, | June 30, | |||||||
| 2025 | 2024 | |||||||
| Rent deposits | ||||||||
| Total | ||||||||
NOTE 4 – RELATED PARTY TRANSACTIONS
During the year ended June 30, 2025, the Company’s
current majority shareholder advanced $
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NOTE 5 – SHORT TERM LOAN
As of June 30, 2025 and 2024, short term
loan principals amounted to $
| Short Term Loans | As of June 30, 2025 | As of June 30, 2024 | ||||||||||||||||||||||||||||
| 2025 | ||||||||||||||||||||||||||||||
| Accrued | Accrued | Annualized | ||||||||||||||||||||||||||||
| Receiving | Maturity | Interest | Interest | percentage | ||||||||||||||||||||||||||
| Date | Date | Principal | Liability | Total | Principal | Liability | Total | rate | ||||||||||||||||||||||
| 1/13/2023 | $ | $ | $ | $ | $ | $ | % | |||||||||||||||||||||||
| 1/19/2023 | % | |||||||||||||||||||||||||||||
| 2/6/2023 | % | |||||||||||||||||||||||||||||
| 2/25/2023 | % | |||||||||||||||||||||||||||||
| 3/1/2023 | % | |||||||||||||||||||||||||||||
| 3/1/2023 | % | |||||||||||||||||||||||||||||
| 3/1/2023 | % | |||||||||||||||||||||||||||||
| 3/1/2023 | % | |||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
NOTE 6 – LONG TERM LOAN
As of June 30, 2025 and 2024, long term loan principals
amounted to $
Most long-term loans are pledged with the Company’s
stocks as collateral again the loans. As of June 30, 2025, total stocks pledged with the long-term loans is
As of June 30, 2025 and June 30, 2024, long term loan consisted of the following:
| As of June 30, 2025 | As of June 30, 2024 | |||||||||||||||||||||||
| Accrued | Accrued | |||||||||||||||||||||||
| Shares | interest | Interest | ||||||||||||||||||||||
| Pledged | Principal | liability | Balance | liability | Balance | |||||||||||||||||||
| Received long term loan on | $ | $ | $ | $ | $ | |||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Received long term loan on | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | |||||||||||||||||||
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The principal balance, the scheduled principal payments, the schedule interest payments, and the weighted average interest rates of the long-term loan future maturities are as follows:
| Weighted | ||||||||||||||||
| Scheduled | Schedule | Average | ||||||||||||||
| Principal | Principal | Interest | Interest | |||||||||||||
| Year Ending June 30 | Balance | Payments | Payments | Rate | ||||||||||||
| 2026 | $ | $ | $ | % | ||||||||||||
| 2027 | % | |||||||||||||||
| 2028 | % | |||||||||||||||
| 2029 | % | |||||||||||||||
| 2030 | % | |||||||||||||||
NOTE 7 – 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
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
There were no preferred shares outstanding as of June 30, 2025 and 2024.
NOTE 8 – STOCK BASED COMPENSATION
The Company sometimes issues common stock to employees, contractors and consultants for services rendered.
The Company accounts for stock-based payments to employees, contractors and consultants by measuring the cost of services received in exchange for equity awards utilizing the grant date fair value of the awards, with the cost recognized as compensation expense.
The Company recognizes the fair value of stock-based compensation awards in payroll if it is for employees, and operating costs if it is for contractors and consultants, as appropriate, in the Company’s consolidated statements of operations.
There was no stock based compensation issued during year of 2025.
NOTE 9 – TREASURY STOCK SHARES
On January 22, 2024, the Company issued
On April 14, 2025, the Company issued
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NOTE 10 – SHAREHOLDERS’ DEFICIT
On June 30, 2025 and 2024, the Company had
1) Shares issued for equity investment
On April 6, 2021, the Company issued
Equity Investments:
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
On May 11, 2021, Aussie Produce PTY LTD (“AP”)
signed an agreement with Purecell to invest $
On March 31, 2022, the Company issued
On November 22, 2023, the Company issued
On November 24, 2023, the Company issued
On January 2, 2024, the Company issued
On January 16, 2024, the Company issued
On August 9, 2024, the Company issued
On December 30, 2024, the Company issued
On December 30, 2024, the Company issued
On September 5, 2024, the Company issued
On December 30, 2024, the Company awarded
On December 30, 2024, the Company issued
On February 24, 2025, the Company issued
2) Shares issued for stock compensation
None.
3) Shares issued for loans as original issue discount
None.
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NOTE 11 – 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
On May 11, 2021, Aussie Produce PTY LTD (“AP”)
signed an agreement with Purecell to invest $
The following table summarizes the income statement of Purecell.
| From date of | From date of | |||||||
| equity | equity | |||||||
| Investment | investment | |||||||
| to | to | |||||||
| 06/30/2025 | 06/30/2024 | |||||||
| Sales | $ | $ | ||||||
| Gross profit | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| $ | ( | ) | $ | ( | ) | |||
The following table provides the summary
of balance sheet information for Purecell. Because the
| As of | As of | |||||||
| June 30, | June 30, | |||||||
| 2025 | 2024 | |||||||
| Total assets | $ | $ | ||||||
| Net assets | ||||||||
| Beginning balance of investment, May 11, 2021 | ||||||||
| Loss on equity investment - accumulated | ( | ) | ( | ) | ||||
| Ending balance of investment, June 30 | ||||||||
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NOTE 12 – INCOME TAXES
Deferred taxes represent the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Temporary differences result primarily from the recording of tax benefits of net operating loss carry forwards.
As of June 30, 2024, the Company has an insufficient history to support the likelihood of ultimate realization of the benefit associated with the deferred tax asset. Accordingly, a valuation allowance has been established for the full amount of the net deferred tax asset.
Under the Provisional Regulations of The People’s
Republic of China Concerning Income Tax on Enterprises promulgated by the PRC, which took effect on January 1, 2008, domestic and foreign
companies pay a unified corporate income tax of
The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes for the years ended June 30, 2025 and 2024 as follows:
| Year Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Income tax benefit at federal statutory rate-US | % | % | ||||||
| State tax, net of fed effect-US | % | % | ||||||
| Change in valuation allowance-US | ( | )% | ( | )% | ||||
| Income tax benefit at federal statutory rate-PRC | % | % | ||||||
| Change in valuation allowance-PRC | ( | )% | ( | )% | ||||
The components of deferred taxes consist of the following on June 30, 2025 and 2024:
| June 30, | June 30, | |||||||
| 2025 | 2024 | |||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
As of June 30, 2025, the Company had federal and
California income tax net operating loss carryforwards of $
NOTE 13 – LEASE
The Company has a month-to-month leases
agreement with GKT, Alhambra, LP after the prior lease expired on November 30, 2023. The current monthly rent including monthly management
fee is $
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, 2024 to May 31, 2026 after the prior
lease expired on May 31, 2024. The current monthly rent including monthly management fee is $
Operating lease right-of-use assets and liabilities
commencing are recognized at commencement date based on the present value of lease payments over the lease term. For the year ended June
30, 2025, the Company recognized approximately $
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.
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Information related to the Company’s operating ROU assets and related lease liabilities are as follows:
| Year Ended June 30, 2025 | ||||
| Cash paid for operating lease liabilities | $ | |||
| Weighted-average remaining lease term | ||||
| Weighted-average discount rate | % | |||
| Minimum future lease payments | $ | |||
The following table presents the amortization of the Company’s lease liabilities under ASC 842 for each of the following years ending June 30:
| 2026 | ||||
| Total minimum payments | ||||
| Less: imputed interest | ( | ) | ||
| Total lease liability | ||||
| Less: short-term lease liability | ( | ) | ||
| Long-term lease liability | $ |
NOTE 14 – CONCENTRATION OF RISK
| a) | Cash |
The Company maintains cash with banks in the United
States of America (“USA”) and the People’s Republic of China. Should any bank holding cash become insolvent, or if the
Company is otherwise unable to withdraw funds, the Company would lose the cash with that bank; however, the Company has not experienced
any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. In the United States,
the standard insurance amount is $
Financial instruments that potentially subject the Company to significant
concentrations of credit risk are cash. As of June 30, 2025 and 2024, $
| b) | Major Customers |
For the years ended June 30,
2025 and 2024, the customers accounted for
| For the Year ended June 30, 2025 | For the Year ended June 30, 2025 | |||||||||||
| Revenues | Percentage of revenues | Accounts receivable | ||||||||||
| Customer A | $ | % | ||||||||||
| Total | $ | % | ||||||||||
For the year ended June 30, 2024, there were no concentrations of customers.
The Company’s major customers are located in the USA.
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| c) | Major Vendors |
For the years ended June 30, 2025 and 2024, the following vendors accounted
for
| For the Year ended June 30, 2025 | For the Year ended June 30, 2025 | |||||||||||
| Revenues | Percentage of revenues | Accounts payable | ||||||||||
| Vendor A | % | |||||||||||
| Vendor B | % | |||||||||||
| Vendor C | % | |||||||||||
| Total | % | |||||||||||
| For the Year ended June 30, 2024 | For the Year ended June 30, 2024 | |||||||||||
| Revenues | Percentage of revenues | Accounts payable | ||||||||||
| Vendor A | % | |||||||||||
| Vendor B | % | |||||||||||
| Vendor C | % | |||||||||||
| Total | % | |||||||||||
The Company’s major vendor are located in the People’s Republic of China.
NOTE 14– SUBSEQUENT EVENTS
On October 6, 2025, the Company mailed back a
certificate of
In November 2025, the Company and Purecell reached a mutual share reversal
and termination of the Cooperation Agreement and both companies had agreed the resignations of the Directors by December 31, 2025. This
means that Purecell will return the number of shares
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(b) Exhibits. The following exhibits of the Company are included herein.
| 2.1 | Agreement and Plan of Reorganization between the Company and Okra Energy, Inc. dated December 2, 2013 (1). | |
| 3.1 | Articles of Incorporation (2) | |
| 3.2 | Articles of Merger (3) | |
| 3.3 | Bylaws (2) | |
| 3.4 | Amended and Restated Articles of Incorporation, as filed June 24, 2016 (4) | |
| 3.5 | Amendment to Articles of Incorporation increasing authorized Series A Preferred, August 20, 2016 (4) | |
| 3.6 | Articles of Amendment (5) | |
| 31.1 | Certification by the President, the Chief Financial Officer, and the Secretary. Filed herewith. | |
| 32.1 | Certifications by the President, the Chief Financial Officer, and Secretary Pursuant to 18 U.S.C. Section 1350, File 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) |
| 1. | Previously filed with Current Report on Form 8-K filed December 5, 2013 |
| 2. | Previously filed with Registration Statement on Form S-1 filed September 9, 2011. |
| 3. | Previously filed with Amendment No. 1 to Registration Statement on Form S-1 dated October 14, 2011. |
| 4. | Previously filed with Annual Report on Form 10-K filed December 16, 2016. |
| 5. | Previously filed with Current Report on Form 8-K filed May 17, 2017. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| AMERICA GREAT HEALTH | |
| Date: April 10, 2026 | /s/ Mike Q. Wang |
| Mike Q. Wang, President, Chief Financial Officer, Secretary |
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