ITEM 1A. RISK FACTORS 3
ITEM 1B. UNRESOLVED STAFF COMMENTS 8
ITEM 2. PROPERTIES 8
ITEM 3. LEGAL PROCEEDINGS 8
ITEM 4. MINE SAFETY DISCLOSURES 8
PART II
ITEM 6. [RESERVED] 10
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 16
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 16
ITEM 9A. CONTROLS AND PROCEDURES 16
ITEM 9B. OTHER INFORMATION 18
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 18
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 19
ITEM 11. EXECUTIVE COMPENSATION 20
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 23
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 24
SIGNATURES 25
i
Special
Note Regarding Forward-Looking Statements
In
addition to historical information, this Report contains predictions, estimates and other forward-looking statements that relate to future
events or our future financial performance. These statements involve known and unknown risks, uncertainties and other factors that may
cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels
of activity, performance or achievements expressed or implied by the forward-looking statements. These risks and other factors include
those listed under “Risk Factors” and elsewhere in this Report. In some cases, you can identify forward-looking statements
by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,”
“believes,” “estimates,” “predicts,” “potential,” “continue” or the negative
of these terms or other comparable terminology.
Forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements
to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.
We discuss many of these risks in this Report in greater detail under the heading “Risk Factors.” Given these uncertainties,
you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s
beliefs and assumptions only as of the date hereof. You should read this Annual Report on Form 10-K and the documents that we have filed
as exhibits to this Annual Report completely and with the understanding that our actual future results may be materially different from
what we expect.
Except
as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results
could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the
future. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
ii
PART
I
Item 1.
BUSINESS.
Overview
We
are incorporated in the state of Nevada. Prior to the consummation of the Merger as of December 31, 2020, as more specifically described
below, Joway Health Industries Group Inc. (the “Company” or “Joway Health”), through its operating entities in
China, was engaged in the manufacture, distribution and sales of tourmaline-related healthcare products.
As
a result of the consummation of the Merger on December 31, 2020, we became a shell company and as of the date of this Annual Report,
we have no full time employees. Starting from January 1, 2021, we no longer have any assets or any business operations. The Report of
our independent registered public accountants on our financial statements for the year ended December 31, 2021 states that these conditions,
among others, raise substantial doubt about our ability to continue as a going concern.
On
November 20, 2020, Joway Health entered into a Merger Agreement (the “Merger Agreement”) with Dynamic Elite International
Limited, a British Virgin Islands company and a wholly-owned subsidiary of the Company (“Dynamic Elite”), Crystal Globe Limited,
a British Virgin Islands company (“Parent”) and Joway Merger Subsidiary Limited, a British Virgin Islands company and a wholly-owned
subsidiary of Parent (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Dynamic
Elite (the “Merger”), with Dynamic Elite continuing as the surviving corporation as a wholly-owned subsidiary of Parent.
The special committee of the Board of Directors of the Company unanimously approved the Merger Agreement and the transactions contemplated
thereby.
Pursuant
to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”) and as a result of the Merger,
the ordinary shares of common stock of Dynamic Elite issued and outstanding immediately prior to the Effective Time, all of which are
held by the Company, were cancelled and extinguished in consideration for $119,070 in cash (the “Merger Consideration”).
The Company distributed the Merger Consideration to its shareholders (other than to Parent) in an amount equal to such shareholder’s
proportionate share of the Merger Consideration based on such shareholders’ percentage of the outstanding common stock of the Company.
In addition, the Company received a fairness opinion from an investment banker opining that the Merger Consideration was fair, from a
financial point of view, to the shareholders of the Company.
As
of December 31, 2020, the Effective Time of the Merger, the 10,000 ordinary shares of common stock of Dynamic Elite issued and outstanding
immediately which were held by the Company, were cancelled for $119,070 in cash as Merger Consideration, or $0.45 per share. In January
2021, the Company had received $119,070 from Crystal Globe and distributed proportionately to the Company’s minority shareholders,
other than Crystal Globe, which represented 2,646,000 shares of our common stock. Since the remaining 17,408,000 shares of our common
stock was owned by Crystal Globe, the $0.045 per share payment for the 17,408,000 shares was offset and Crystal Globe did not receive
any cash payment in connection with the Merger.
Change
in Control
On
February 3, 2022, the Company consummated the transactions contemplated by the Stock Purchase Agreement dated as of January 31, 2022
(the “Purchase Agreement”), by and among the Company, Crystal Globe and JHP Holdings, Inc., a Nevada corporation (the “Buyer”),
pursuant to which the Buyer purchased 16,644,820 shares of common stock of the Company from Crystal Globe. The shares represent 83% of
the issued and outstanding shares of the Company on a fully diluted basis. The purchase price for the shares paid by the Buyer was $100,000.
Pursuant to the Purchase Agreement, each of Crystal Globe, the Buyer and Company made customary representations and warranties to each
other. The parties agreed to certain customary post-closing covenants, including those relating to confidentiality, publicity and litigation
support. The Company and Crystal Globe also agreed to certain indemnification provisions as they pertain to the Buyer for breaches or
inaccuracies in their respective representations and warranties or covenants.
In
connection with the acquisition of the 83% by the Buyer, Jinghe Zhang, the sole officer and director of the Company, resigned and the
Buyer appointed Ramon Lata as the sole officer and director of the Company. The executive officers of the Company are currently located
at 600 South 3rd Street, Las Vegas, Nevada 89101.
1
Shell
Company Status
As
a result of the consummation of the Merger, as of December 31, 2020, the Company became a shell company, as that term is defined in Rule
12b-2 of the Exchange Act of 1934, as amended (the “Exchange Act”). Going forward, our main business operations consist of
seeking a business combination with a private entity whose business would present an opportunity for its shareholders.
Our
objectives discussed below are extremely general and are not intended to restrict discretion of our Board of Directors to search for
and enter into potential business opportunities or to reject any such opportunities.
We
will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may
acquire any type of business. Further, we may acquire or combine with a venture that is in its preliminary or early stages of development,
one that is already in operation, or one that is in a more mature stage of its corporate existence. Accordingly, business opportunities
may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation
and analysis of such business opportunities difficult and complex.
We
believe that there are numerous companies seeking the perceived benefits of a publicly registered corporation. These benefits are commonly
thought to include the following:
● the ability to use registered securities to acquire assets or businesses;
● increased visibility in the marketplace;
● greater ease of borrowing from financial institutions;
● improved stock trading efficiency
● greater shareholder liquidity;
● greater ease in subsequently raising capital;
● enhanced corporate image; and
● a presence in the United States capital markets.
It
is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under
applicable federal and state securities laws. In some circumstances, however, as a negotiated element of a transaction, we may agree
to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. The issuance
of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a
depressive effect on that market.
With
respect to any merger or acquisition, negotiations with target company management are expected to focus on the percentage of our company
that the target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon,
among other things, the target company’s assets and liabilities, our existing shareholders will in all likelihood hold a substantially
lesser percentage ownership interest in our company following any merger or acquisition. The percentage ownership of our existing shareholders
may be subject to significant reduction in the event we acquire a target company with substantial assets. Any merger or acquisition effected
by us can be expected to have a significant dilutive effect on the percentage of shares held by our shareholders at such time.
2
We
will participate in a business opportunity only after the negotiation and execution of appropriate agreements. Although the terms of
such agreements cannot be predicted, generally such agreements will require certain representations and warranties of the parties thereto,
will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by the parties prior
to and after such closing, will outline the manner of bearing costs, including costs associated with our attorneys and accountants, and
will include miscellaneous other terms.
It
is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants,
attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in
the related investigation would not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific
business opportunity, the failure to consummate that transaction may result in our loss of the related costs incurred.
Competition
We
expect to encounter substantial competition in our efforts to identify and consummate a transaction with a business opportunity. The
primary competition will be from other companies organized and funded for similar purposes, small venture capital partnerships and corporations,
small business investment companies and wealthy individuals, all of which may have substantially greater financial and other resources
than we do. In view of our limited financial resources and limited management availability, we may be at a competitive disadvantage compared
to our competitors.
Employees
We
presently have no employees apart from Ramon Lata, our sole officer and director. Mr. Lata is engaged in outside business activities
and anticipates that he will devote to our business limited time until the acquisition of a successful business opportunity has been
identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.
We
intend to hire additional management and other support personnel when we have reached a point in our proposed growth that would allow
for such employment. In the interim, we will rely upon consultants to assist us in identifying and investigating acquisition opportunities.
Reports
to Security Holders
We
file annual, quarterly and current reports and other information with the SEC. You may read and copy any reports, statement or other
information that we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please
call the SEC at (202) 551-8090 for further information on the public reference room. These SEC filings are also available to the
public from commercial document retrieval services and at the Internet site maintained by the SEC at http://www.sec.gov.
Item
1A. RISK FACTORS
AS
A SMALLER REPORTING COMPANY, WE ARE NOT REQUIRED TO PROVIDE A STATEMENT OF RISK FACTORS. NONETHELESS, WE ARE VOLUNTARILY PROVIDING RISK
FACTORS HEREIN. THIS ANNUAL REPORT CONTAINS CERTAIN STATEMENTS RELATING TO FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF OUR COMPANY.
YOU ARE CAUTIONED THAT SUCH STATEMENTS ARE ONLY PREDICTIONS AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL EVENTS OR RESULTS MAY
DIFFER MATERIALLY. IN EVALUATING SUCH STATEMENTS, YOU SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS IDENTIFIED IN THIS ANNUAL REPORT,
INCLUDING THE MATTERS SET FORTH BELOW, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING
STATEMENTS.
AN
INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE DECIDING
TO INVEST IN OUR COMPANY. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND
PROSPECTS FOR GROWTH WOULD LIKELY SUFFER. AS A RESULT, YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT IN OUR COMPANY.
3
We
are a shell company and may never be able to effectuate our business plan.
As
a result of the Merger, the Company ceased operations and is now seeking a business combination with a private entity whose business
would present an opportunity for its shareholders. We intend to seek, investigate and, if such investigation warrants, engage in a business
combination with a private entity whose business presents an opportunity for our shareholders. As a shell company with limited resources
we may not be able to successfully effectuate our business plan. There can be no assurance that we will ever achieve any revenues or
profitability. The revenue and income potential of our proposed business and operations is unproven as the lack of operating history
makes it difficult to evaluate the future prospects of our business. We require financing to acquire businesses and implement our business
plan. We cannot assure you that we will be successful in obtaining financing or acquiring businesses, or in operating those acquired
businesses in a profitable manner.
We
expect losses in the future because we have no revenue.
As
we have no current revenue, we are expecting losses over the next twelve (12) months because we do not yet have any revenues to offset
the expenses associated with our business plan. We cannot guarantee that we will ever be successful in generating revenues in the future.
We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations. There is no history
upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance
that we will generate any operating revenues or ever achieve profitable operations.
If
our business plans are not successful, we may not be able to continue operations as a going concern and our stockholders may lose their
entire investment in us.
Since
inception, we have had no revenue. On December 31, 2021, we had an accumulated deficit of approximately $7.4 million. These factors raise
substantial doubt about our ability to continue as a going concern. We will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will
increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that
we can identify a suitable business opportunity and consummate a business combination. If we cannot continue as a going concern, our
stockholders may lose their entire investment in us.
We
do not have any agreement for a business combination or other transaction.
We
have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with or acquisition of, a private
or public entity. We cannot assure you that we will successfully identify and evaluate suitable business opportunities or that we will
conclude a business combination. Management has not identified any particular industry or specific business within an industry for evaluation.
We cannot guarantee that we will be able to negotiate a business combination on favorable terms, and there is consequently a risk that
future funds allocated to the purchase of our shares will not be invested in a company with active business operations.
Future
success is highly dependent on the ability of management to locate and attract a suitable acquisition.
The
success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of the
identified target company. While business combinations with entities having established operating histories are preferred, there can
be no assurance that we will be successful in locating candidates meeting such criteria. The decision to enter into a business combination
will likely be made without detailed feasibility studies, independent analysis, market surveys or similar information which, if we had
more funds available to it, would be desirable. In the event we complete a business combination, the success of our operations will be
dependent upon management of the target company and numerous other factors beyond our control. We cannot assure you that we will identify
a target company and consummate a business combination.
There
is competition for those private companies suitable for a merger or combination transaction of the type contemplated by management.
We
are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures
with and acquisitions of small private and public entities. A large number of established and well-financed entities, including small
public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates
for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than
we do. Consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing
a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business
combination.
4
We
have not conducted market research to identify business opportunities, which may affect our ability to identify a business to merge with
or acquire.
We
have neither conducted nor have others made available to us results of market research concerning prospective business opportunities.
Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not
identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any
such target business or transaction will present such a level of risk that conventional private or public offerings of securities or
conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms
favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may
act without the consent, vote or approval of our stockholders.
Management
intends to devote only a limited amount of time to seeking a target company, which may adversely impact our ability to identify a suitable
acquisition candidate.
While
seeking a business combination, our sole officer and director anticipates devoting limited time to our affairs in total. Our sole officer
has not entered into a written employment agreement with us and is not expected to do so in the foreseeable future. This limited commitment
may adversely impact our ability to identify and consummate a successful business combination.
We
are dependent on the services of our sole officer to obtain capital required to implement our business plan and for identifying, investigating,
negotiating and integrating potential acquisition opportunities. The loss of services of our sole officer could have a substantial adverse
effect on us. The expansion of our business will be largely contingent on our ability to attract and retain highly qualified corporate
and operations level management team. We cannot assure you that we will find suitable management personnel or will have financial resources
to attract or retain such people if found.
The
time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition
with the most attractive private companies.
Target
companies that fail to comply with SEC reporting requirements may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange
Act require reporting companies to provide certain information about significant acquisitions, including audited consolidated financial
statements for the company acquired.
The
time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially
preclude consummation of an acquisition. Otherwise suitable acquisition prospects that do not have or are unable to obtain the required
audited statements may be inappropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.
Any
potential acquisition or merger with a foreign company may subject us to additional risks.
If
we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the
United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies,
trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences.
Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation,
market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other
respects.
We
will need to raise additional capital to execute our business plan. If our operations do not produce the necessary cash flow, or if we
cannot obtain needed funds, we may be forced to reduce or cease our activities with consequent loss to investors.
We
have a need for cash in order to pay obligations currently due in a timely manner, and to finance our business operations. Our continued
operations will depend upon the sustainability of cash flow from our ability to raise additional funds, as required, through equity or
debt financing. There is no assurance that we will be able to obtain additional funding when it is needed, or that such funding, if available,
will be obtainable on terms acceptable to us. If we cannot obtain needed funds, we may be forced to reduce or cease our activities with
consequent loss to investors. In addition, should we incur significant presently unforeseen expenses or delays, we may not be able to
accomplish our goals.
5
If
we fail to develop and maintain an effective system of internal controls, we may not be able to accurately report our financial results
or prevent fraud, as a result, current and potential shareholders could lose confidence in our financial reports, which could harm our
business and the trading price of our Common Stock.
Effective
internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. Section 404 of the Sarbanes-Oxley
Act of 2002 requires us to evaluate and report on our internal controls over financial reporting. We plan to comply with Section 404
by strengthening, assessing and testing our system of internal controls to provide the basis for our report. The process of strengthening
our internal controls and complying with Section 404 is expensive and time consuming, and requires significant management attention,
especially given that we have not yet undertaken any efforts to comply with the requirements of Section 404. We cannot be certain that
the measures we will undertake will ensure that we will maintain adequate controls over our financial processes and reporting in the
future. Furthermore, if we are able to rapidly grow our business, the internal controls that we will need will become more complex, and
significantly more resources will be required to ensure our internal controls remain effective. Failure to implement required controls,
or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations.
If we discover a material weakness in our internal controls, the disclosure of that fact, even if the weakness is quickly remedied, could
diminish investors’ confidence in our financial statements and harm our stock price. In addition, non-compliance with Section 404
could subject us to a variety of administrative sanctions, including the suspension of trading, ineligibility for listing on the OTC
Markets, one of the national securities exchanges, and the inability of registered broker-dealers to make a market in our Common Stock,
which would further reduce our stock price.
Our
principal stockholder owns a substantial interest in our voting stock and investors will not have any voice in our management, which
could result in decisions adverse to our general shareholders.
Ramon
Lata beneficially owns 83% of our outstanding Common Stock. As a result, he has and will have the ability to control substantially all
matters submitted to our stockholders for approval including: (a) election of our Board; (b) removal of any of our directors; (c) amendments
of our Articles of Incorporation or bylaws; (d) adoption of measures that could delay or prevent a change in control or impede a merger,
takeover or other business combination involving us, or (e) other significant corporate transactions.
Our
failure to adopt certain corporate governance procedures may prevent us from obtaining a listing on a national securities exchange.
Ramon
Lata is our sole officer and director. We have no directors that are “independent” as that term is defined in the rules of
any national securities exchange. As a result, we do not have an audit, compensation or nominating and corporate governance committee.
The functions of such committees would perform are performed by the Board as a whole. Consequently, there is a potential conflict of
interest in Board decisions that may adversely affect our ability to become a listed security on a national securities exchange and as
a result adversely affect the liquidity of our Common Stock.
Trading
in our shares of Common Stock is limited, and will not improve unless we increase our sales, become profitable and secure more active
market makers.
Our
Common Stock is currently quoted on Pink tier of OTC Markets Group Inc., an over-the-counter quotation system, under the symbol “GTVI.”
However, there is currently no trading market for our Common Stock and there is no assurance that a regular trading market will ever
develop. The trading price of our securities could be subject to wide fluctuations, in response to quarterly variations in our operating
results, announcements by us or others, developments affecting us, and other events or factors. In addition, the stock market has experienced
extreme price and volume fluctuations in recent years. These fluctuations have had a substantial effect on the market prices for many
companies, often unrelated to the operating performance of such companies, and may adversely affect the market prices of the securities
Such risks could have an adverse effect on the stock’s future liquidity.
We
may, in the future, issue additional common shares and preferred shares, convertible into common shares, which would reduce investors’
percent of ownership and may dilute our share value.
Our
Articles of Incorporation authorizes the issuance of 201,000,000 shares of capital stock, consisting of 200,000,000 shares of Common
Stock and 1,000,000 shares of preferred stock. The future issuance of Common Stock or shares of preferred stock convertible into Common
Stock, may result in substantial dilution in the percentage of our Common Stock held by our then existing shareholders. We may value
any Common Stock issued in the future on an arbitrary basis. The issuance of Common Stock for future services or acquisitions or other
corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any
trading market for our Common Stock.
6
We
do not have a class of our securities registered under Section 12 of the Exchange Act. Until we do, or we become subject to Section 15(d)
of the Exchange Act, we will be a “voluntary filer.”
We
are not currently required under Section 13 or Section 15(d) of the Exchange Act to file periodic reports with the SEC. We have in the
past voluntarily elected to file some or all of these reports to ensure that sufficient information about us is publicly available to
our stockholders and potential investors. Until we become subject to the reporting requirements under the Exchange Act, we are a “voluntary
filer” and we are currently considered a non-reporting issuer under the Exchange Act. We will not be required to file reports under
Section 13(a) or 15(d) of the Exchange Act until the earlier to occur of: (i) our registration of a class of securities under Section
12 of the Exchange Act, which would be required if we list a class of securities on a national securities exchange or if we meet the
size requirements set forth in Section 12(g) of the Exchange Act, or which we may voluntarily elect to undertake at an earlier date;
or (ii) the effectiveness of a registration statement under the Securities Act relating to our Common Stock. Until we become subject
to the reporting requirements under either Section 13(a) or 15(d) of the Exchange Act, we are not subject to the SEC’s proxy rules,
and large holders of our capital stock will not be subject to beneficial ownership reporting requirements under Sections 13 or 16 of
the Exchange Act and their related rules. As a result, our stockholders and potential investors may not have available to them as much
or as robust information as they may have if and when we become subject to those requirements. In addition, if we do not register under
Section 12 of the Exchange Act, and remain a “voluntary filer”, we could cease filing annual, quarterly or current reports
under the Exchange Act.
Our
common shares are subject to the “penny stock” rules of the SEC, and the trading market in our securities is limited, which
makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
Rule
15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s
account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction,
setting forth the identity and quantity of the penny stock to be purchased.
In
order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information
and investment experience objectives of the person; and (b) make a reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks.
The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to
the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination;
and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers
may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult
for investors to dispose of our common shares and cause a decline in the market value of our stock.
Disclosure
also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the limited market in penny stocks.
Because
we do not intend to pay any cash dividends on our Common Stock, our stockholders will not be able to receive a return on their shares
unless they sell them.
We
intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends
on our Common Stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their
shares unless they sell them. We cannot assure you that you will be able to sell shares when you desire to do so.
7
Item
1B. UNRESOLVED STAFF COMMENTS
None.
Item 2.
PROPERTIES.
We
do not currently own or rent any property.
Item 3.
LEGAL PROCEEDINGS.
We
have no knowledge of any material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary,
involved as a plaintiff or defendant in any material proceeding or pending litigation.
Item
4. MINE SAFETY DISCLOSURES.
Not
applicable.
8
PART
II
Item 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market
Information
There
is a limited public market for our common shares. Our Common Stock has been trading on the Over-the-Counter (“OTC”) Markets
under the symbol “GTVI” since September 11, 2009. It is currently on the OTC Pink Markets. quoted on the OTC Markets
is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s
operations or business prospects. We cannot assure you that there will be a market in the future for our common stock.
The
OTC Markets is a quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter, or the
OTC, equity securities, and may not necessarily represent actual transactions.
OTC
securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC securities transactions
are conducted through a telephone and computer network connecting dealers in stocks. OTC issuers are traditionally smaller companies
that do not meet the financial and other listing requirements of a regional or national stock exchange.
Holders
of Our Common Stock
As
of December 31, 2021, we had 430 shareholders of record of our 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 are no redemption or sinking fund provisions applicable to the
common stock.
Dividends
In
January 2022, we distributed a special dividend of $119,070 to our minority shareholders who represented 2,646,000 shares of our common
stock. The special dividend distribution was made due to the Merger Agreement we made with Dynamic Elite and Crystal Globe on November
20, 2020. Other than the special distribution on January 2022, we do not pay dividends on our common stock and do not anticipate paying
such dividends in the foreseeable future. The declaration of any future cash dividends is at the discretion of our Board and depends
upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions.
It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our
business operations.
Stock
Option Grants
To
date, we have not granted any stock options.
Registration
Rights
We
have not granted registration rights to any person.
Recent
Sales of Unregistered Securities
None.
Securities
Authorized for Issuance under Equity Compensation Plans
In
2021 and 2020, we have not granted any securities authorized for issuance under equity compensation plans.
9
Rule
10b-18 Transactions
During
the year ended December 31, 2021, neither the Company nor any affiliated purchaser of the Company, purchased any equity securities of
the Company that are registered pursuant to Section 12 of the Exchange Act.
Penny
Stock Regulations
Our
shares of common stock are subject to the “penny stock” rules of the Securities Exchange Act of 1934 and various rules under
this Act. In general terms, “penny stock” is defined as any equity security that has a market price less than $5.00 per share,
subject to certain exceptions. The rules provide 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, and
excluded from the definition on the basis of price (at least $5.00 per share), or based on the issuer’s net tangible assets or
revenues. In the last case, the issuer must meet one of the following requirements: (i) net tangible assets must exceed $3,000,000
if the issuer has been in continuous operation for at least three years; or (ii) net tangible assets must exceed $5,000,000 if the
issuer has been in operation for less than three years; or (iii) the issuer’s average revenues for each of the past three
years must exceed $6,000,000.
Trading
in shares of penny stock is subject to additional sales practice requirements for broker-dealers who sell penny stocks to persons other
than established customers and accredited investors. Accredited investors, in general, include individuals with assets in excess of $1,000,000
or annual income exceeding $200,000 (or $300,000 together with their spouse), and certain institutional investors. For transactions covered
by these rules, broker-dealers must make a special suitability determination for the purchase of the security 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 disclosing recent price information for the penny stocks. These rules may restrict
the ability of broker-dealers to trade or maintain a market in our common stock, to the extent it is penny stock, and may affect the
ability of shareholders to sell their shares.
Item
6. [RESERVED].
We
are a smaller reporting company as defined by Rule 229.10(f)(1) and are not required to provide information under this item.
10
Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.
The following discussion should be read in conjunction with our financial
statements and notes to those financial statements, included elsewhere in this prospectus. This discussion contains forward-looking statements
that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated
in these forward-looking statements as a result of various factors, including those set forth under “Risk factors” and elsewhere
in this prospectus.
FORWARD-LOOKING
STATEMENTS:
Certain
statements made in this Report may constitute “forward-looking statements on our current expectations and projections about future
events.” These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause our actual
results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied
by the forward-looking statements. In some cases you can identify forward-looking statements by some words such as “may,”
“should,” “potential,” “continue,” “expects,” “anticipates,” “intends,”
“plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current
beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
These forward-looking statements are made as of the date of this Report, and we assume no obligation to update these forward-looking
statements whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions,
risks, and uncertainties, the forward-looking events discussed in this Report might not occur and actual results and events may vary
significantly from those discussed in the forward-looking statements.
Overview
As
a result of the Merger, we are now seeking a business combination with a private entity whose business would present an opportunity for
our shareholders. No specific assets or businesses have been definitively identified and there is no certainty that any such assets or
business will be identified or that any transactions will be consummated. We may seek investors to purchase our stock to provide us with
working capital to fund our operations. Thereafter, we will seek to establish or acquire businesses or assets with additional funds raised
either via the issuance of shares or debt. There can be no assurance that additional capital will be available to us at all or on acceptable
terms. We may seek to raise the required capital by other means. We may have to issue debt or equity or enter into a strategic arrangement
with a third party. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans,
lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds will
have a severe negative impact on our ability to remain a viable company.
We
do not expect to generate any revenues over the next 12 months, unless we are able to enter into a business combination with an operating
company. Our principal business objective for the next 12 months will be to seek, investigate and, if such investigation warrants, engage
in a business combination with a private entity whose business presents an opportunity for our shareholders. During the next 12 months
we anticipate incurring costs related to filing of Exchange Act reports, and possible costs relating to consummating an acquisition or
combination. We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary,
to be loaned by or invested in us by our stockholders, management or other investors.
We
intend to contract out certain technical and administrative functions on an as-needed basis in order to conduct our operating activities.
Our management team will select and hire these contractors and manage and evaluate their work performance.
We
have no revenues and limited cash on hand. We have sustained losses since inception. We have never declared bankruptcy, been in receivership,
or involved in any kind of legal proceeding.
As
of January 1, 2021, we become a shell company and have limited operating activities since then. The Report of our independent registered
public accountants on our financial statements for the year ended December 31, 2021 states that these conditions, among others, raise
substantial doubt about our ability to continue as a going concern.
11
Results
of Operations
Year
Ended December 31, 2021 Compared to Year Ended December 31, 2020
Revenues.
During the years ended December 31, 2021 and 2020, we did not realize any revenues from operations.
Operating
expenses. For the year ended December 31, 2021, our total operating expenses was $121,788, decreased by $100,819, or 45%,
from $222,607 for the year ended December 31, 2020. This decrease was mainly due to disposal of operations in 2020 and
becoming a shell company since January 1, 2021.
Loss
from operations. As a result of the foregoing, our loss from operations was $121,788 for the year ended December 31, 2021, compared
to $222,607 for the year ended December 31, 2020. This was mainly due to the less operating activities since January 1, 2021. We become
a shell company after we disposed all of our operating entities in 2020.
Income
taxes. Our income tax expenses did not incur for the years ended December 31, 2021 and 2020.
Net
loss. For the year ended December 31, 2021, our net loss was $121,788 compared to $222,859 for the year ended December 31, 2020.
The increased loss was primarily due to the increased operating expenses.
Liquidity
and Capital Resources
As
of December 31, 2021, we had current assets of $0, we had liabilities of $107,052, and our working capital deficit was $107,052. We anticipate
that our current liquidity is not sufficient to meet the obligations associated with being a company that is fully reporting with the
SEC.
To
date, we have managed to keep our monthly cash flow requirement low for two reasons. First, our sole officer does not draw a salary at
this time. Second, we have been able to keep our operating expenses to a minimum by operating in space provided at no expense by our
sole officer and director.
We
currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that
will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.
Our
financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”),
which contemplates our continuation as a going concern. We have not yet generated any revenue and have incurred losses to date of approximately
$7.4 million. In addition, our current liabilities exceed our current assets by $107,052. These factors raise substantial doubt about
our ability to continue operating as a going concern. Our ability to continue our operations as a going concern, realize the carrying
value of our assets, and discharge our liabilities in the normal course of business is dependent upon our ability to raise capital sufficient
to fund our commitments and ongoing losses, and ultimately generate profitable operations.
Cash
Flows
Operating