UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K
[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED JUNE 30, 2016
[ ]	TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________

UNITED STATES

Commission File No. 333-201314
HEAVENSTONE CORP. (Exact name of registrant as specified in its charter)
Nevada		47-1445393
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

SECURITIES AND EXCHANGE COMMISSION

17800 Castleton Street, Suite 300, City of Industry, California 91748 (Address of Principal Executive Offices, Including Zip Code)
Registrant's telephone number, including area code: (626) 581-3335
Securities Registered under Section 12(b) of the Exchange Act: None
Securities Registered under Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ]	Non-accelerated filer [ ]	Accelerated filer [ ]	Smaller reporting company [X]

Washington, D.C. 20549

~~Indicate~~FORM ~~by check mark whether the registrant is a shell company (as defined in Rule 12b~~10-2 of the Exchange Act). Yes [ ] No [X] The aggregate market value of the voting stock held by non-affiliates computed based on the closing price of such stock as of June 30, 2015, was approximately: N/A. As of October 13, 2016, 71,159,423 shares of the common stock of the registrant were issued and outstanding. Documents Incorporated by Reference: None.K

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
	OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended June 30, 2017

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(D)
	OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ________ to ________

Commission File No. 333-201314

HEAVENSTONE CORP.

(Exact name of registrant as specified in its charter)

Nevada		47-1445393
(State or Other Jurisdiction		(IRS Employer Identification No.)
of Incorporation or Organization)

17800 Castleton Street, Suite 300, City of Industry, California 91748

(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number, including area code: (626) 581-3335

Securities Registered under Section 12(b) of the Exchange Act: None

Securities Registered under Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No x

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

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

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

Large accelerated filer ¨

Accelerated filer ¨

Smaller reporting company x

Non-accelerated filer x

Emerging growth company ¨

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

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

The aggregate market value of the voting stock held by non-affiliates computed based on the closing price of such stock as of June 30, 2017, was approximately: N/A.

As of November 22, 2019, 71,159,423 shares of the common stock of the registrant were issued and outstanding.

Documents Incorporated by Reference: None.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Annual Report on Form 10-K are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "“anticipate,"” "“estimate,"” "“expect,"” "“project,"” "“plan,"” "“intend,"” "“believe,"” "“may,"” "“will,"” "“should,"” "“can have,"” "“likely"” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected.

Forward-looking statements herein that relate to our company'’s current business status will be subject to the following risks and uncertainties:

•

events that deprive us of the services of our president, Jack Jie Qin;

• our ability to secure capital as needed to commence and continue our efforts in establish our luxury home construction business, our hospitality business and our resort business; and

•

our ability to secure capital adequate to establish these operations.

•

our ability to succeed in competitive markets;

•

our ability to attract and retain key personnel;

•

our ability to maintain effective quality control systems with respect to our operations; and

•

seasonal fluctuations in our business.

We derive many of our forward-looking statements from our forecasts, which are based on many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under Item ~~1A. Risk Factors and Item~~ 7. Management'’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-K. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements, as well as other cautionary statements that are made from time to time in our other filings with the SEC and public communications. You should evaluate all forward-looking statements made in this Annual Report on Form 10-K in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are important to you, as an investor. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this Annual Report on Form 10-K are made only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

PART I

ITEM 1. BUSINESS

General

Our company is a development-stage company that was incorporated under the laws of the State of Nevada on June 13, 2014, with the intention of becoming a real estate development and construction company centered in the Temecula, California, area, specializing in the construction and sale of luxury vineyard estate homes, each of which will contain a small vineyard capable of producing small commercial quantities of wine (the Ranch Segment). ~~In addition, we intend to construct and operate a five-star hotel, spa and winery to be known as "Sorrento Resort, Vineyard and Winery", also located in the Temecula area (the Resort Segment).~~

~~While~~We maintain our ~~Ranch~~principal ~~Segment~~offices ~~has~~at ~~purchased~~17800 Castleton ~~approximately 70 acres of undeveloped real estate located in Temecula~~Street, ~~this~~Suite ~~segment has not yet begun full-scale operations. To date~~300, ~~our~~City ~~Ranch Segment has obtained a portion~~ of ~~the~~Industry, ~~permits~~California ~~and~~91748; ~~approvals~~our ~~required~~telephone ~~for~~number itis to(626) ~~begin~~581-3335; ~~construction~~our ofweb ~~vineyard~~site ~~estate~~is ~~homes~~www.hstone.us. No ~~Our~~information ~~Resort~~found ~~Segment~~on ~~has~~our ~~identified~~website ~~approximately~~is 25part ~~acres~~ of ~~property~~this ~~also~~Annual ~~located~~Report ~~in Temecula~~ on ~~which~~Form ~~it hopes to construct its planned Sorrento Resort, Vineyard and Winery~~10-K.

InRefocus ~~order for us to begin full-scale operations, we will be required to obtain approximately $50 million in additional capital,~~ of ~~which~~Business ~~there is no assurance. See Item 1A. Risk Factors.~~Plan

~~Since~~Our ~~our~~company ~~July~~was ~~14,~~organized ~~2014,~~with ~~inception,~~the weintention of ~~have~~(a) ~~generated~~becoming noa ~~revenues~~real estate development and, ~~through~~construction ~~June~~company 30centered in the Temecula, ~~2016~~California, ~~our~~area, ~~accumulated~~specializing ~~deficit~~in the ~~was~~construction ~~$453~~and sale of luxury vineyard estate homes,~~993.~~ Weeach doof ~~not~~which ~~expect~~will tocontain ~~begin~~a tosmall ~~derive~~vineyard ~~revenues~~capable ~~from~~of ~~our~~producing ~~operations~~small commercial ~~prior~~quantities of wine and (b) constructing and operating a five-star hotel, spa and winery to ~~the~~be ~~first~~known ~~quarter~~as of“Sorrento Resort, ~~2017~~Vineyard and Winery”, atalso located in the ~~earliest~~Temecula area.

WeIn ~~maintain~~January ~~our~~2017, ~~principal~~however, ~~offices~~our atBoard ~~17800~~of ~~Castleton~~Directors determined ~~Street,~~to ~~Suite~~refocus ~~300,~~our ~~City~~plan of ~~Industry~~business, ~~California~~in ~~91748;~~an effort to position our ~~telephone~~company ~~number~~to isbetter ~~(626)~~generate ~~581-3335;~~ongoing revenues from our ~~web~~future operations. ~~site~~As isa ~~www.hstone.us.~~result Noof ~~information~~this ~~found~~action, we now concentrate more emphasis on engaging in the hospitality industry, which we call our ~~website~~Hospitality isSegment. ~~part~~However, ofwe ~~this~~continue ~~Annual~~to ~~Report~~participate onin ~~Form~~the ~~10-K~~real estate development and home building industries as an adjunct to our Hospitality Segment. These efforts are now referred to as our Real Estate Development Segment.

~~Our~~Currently, ~~Mission~~we own several parcels of real property located in Temecula, California, and in an area designated as “Temecula Valley Wine Country” by Riverside County. Temecula Valley Wine Country Community Plan: Temecula Valley Wine Country Design Guidelines provide the following summary description and purpose of the Temecula Valley Wine Country:

We“The ~~intend~~Temecula toValley ~~become~~Wine Country Policy Area is a ~~large~~unique community ~~residential~~of ~~real~~Riverside ~~estate~~County ~~development~~that offers boutique wine country embedded within rural and ~~construction~~equestrian ~~company~~character ~~centered~~of inthe ~~Temecula~~southwestern Riverside County. Approximately fifty wineries and other smaller wine operations, ~~California~~produce award-winning premium quality wines, made ~~specializing~~possible inby ~~the~~a ~~construction~~unique microclimate and ~~sale~~well-drained ofdecomposed ~~luxury~~granite ~~vineyard~~soils ~~estate~~of ~~homes~~this ~~and~~region. toIn ~~provide~~addition, ~~during~~this ~~and~~area ~~after~~offers rural ~~estate~~lifestyle, ~~home~~horseback ~~construction~~riding trails, ~~extensive~~stables ~~special~~and ~~services~~other toequestrian amenities within the ~~owners~~Valle ofde ~~the~~los ~~estate~~Caballos ~~homes~~community. InIt is ~~addition,~~with wemuch ~~intend~~pride toin ~~construct~~their ranches and ~~operate~~horses athat ~~five-star~~some ~~hotel,~~of ~~spa~~the equestrian facilities hold national and ~~winery~~international competition events. The Temecula Valley Wine Country Policy Area Design Guidelines are intended to beencourage ~~known~~rural astype ~~"Sorrento~~of ~~Resort,~~developments ~~Spa~~surrounded by large vineyards and ~~Winery",~~equestrian ~~also~~facilities inthat enhance the ~~Temecula~~winemaking, equestrian and rural residential atmosphere of the policy area.”

~~Our~~The ~~Competitive~~Temecula ~~Strengths~~Valley Wine Country Policy Area Design Guidelines set forth regulations relating to the site design and ~~Weaknesses~~planning, architecture and related matters. Included in the Design Guidelines is a requirement that not less than 50% of developed acreage be planted with grapevines.

WeIt ~~believe~~is our ~~company~~current ~~has~~plan to construct our vineyard estate homes for the ~~following~~purpose ~~competitive~~of ~~strengths:~~our Hospitality Segment’s holding them out for rent on a nightly or weekly basis. To market these rental opportunities, we intend to employ the resources offered by third-party internet reservations systems, including Airbnb. Nevertheless, sales of these properties would be made by us, should the opportunity arise.

~~• our~~In ~~sales~~order ~~and~~for ~~marketing~~us ~~contacts~~to inbegin ~~China~~full-scale ~~and~~operations, we ~~other~~will ~~countries~~be required to obtain approximately $50 million in ~~the~~additional ~~region;~~capital, of which there is no assurance.

• Since our ~~relationships~~July ~~with~~14, ~~California-based~~2014, ~~construction~~inception, ~~support~~we ~~companies;~~have generated no revenues and, through June 30, 2017, our accumulated deficit was $610,888. We do not expect to begin to derive revenues from our operations prior to the fourth quarter of 2020, at the earliest.

~~• our~~Our ~~low~~Competitive ~~overhead.~~Strengths and Weaknesses

We believe our company has the following competitive ~~weaknesses~~strengths:

• our ~~management~~relationships ~~has~~with noCalifornia-based ~~experience in the real estate development, home~~ construction ~~and~~support ~~hospitality industries~~companies; and

• our ~~lack~~low ~~of capital~~overhead.

~~Current~~We ~~and~~believe ~~Recent~~our ~~Activities~~company has the following competitive weaknesses:

~~Since~~• our ~~inception, we have acquired, in three separate transactions, approximately 70 acres of unimproved real estate located in Temecula, California. These acquisitions were completed after our~~ management ~~completed~~has ~~its~~no ~~due~~experience ~~diligence with respect to each of the properties. Included~~ in ~~such due diligence efforts were informal feasibility studies with respect to each property, to~~ the ~~effect~~real ~~that such properties would be beneficial to the efforts of our Ranch Segment. We intend to construct our first vineyard~~ estate ~~home~~ development onand ~~this~~construction ~~land.~~and ~~However,~~hospitality weindustries; ~~do not currently possess sufficient capital to complete these objectives. See Item 1A. Risk Factors.~~and

~~Currently,~~• ~~we are under construction on~~ our ~~first~~lack ~~estate~~of ~~home development~~capital. To date, we have completed the grading and are installing the off-site utilities required to provide services to the development. With respect to our approximately 50 acre property, we have completed, or still must complete, the following:

~~Completed~~Our Properties in Temecula, California

~~• completed~~Since ~~the~~our ~~preliminary~~inception, ~~application~~we ~~for~~have purchased the properties ~~subdivision~~described below, all of ~~property;~~which are located in Temecula, California, within area established by Riverside County as the “Temecula Valley Wine Country”.

~~• Successfully~~Camino ~~addressed~~Del ~~comments~~Vino ~~and~~Property. ~~concerns~~Comprised of ~~from~~50 ~~county~~acres, ~~agencies~~we purchased this property in 2014 for $1,500,000, with ~~jurisdiction;~~the original intent of subdividing the property into five separate ten-acre parcels on which to build five luxury vineyard homes. However, due to recent changes in zoning rules, we were able to obtain permission to subdivide the property into eight separate parcels on which to build eight luxury vineyard homes. It is our current plan to construct these vineyard estate homes for the purpose of our Hospitality Segment’s holding them out for rent on a nightly or weekly basis. To market these rental opportunities, we intend to employ the resources offered by third-party internet reservations systems, including Airbnb. Nevertheless, sales of these properties would be made by us, should the opportunity arise. We have graded this property and have planted grapes on approximately half of the property.

~~• completed~~Meadow ~~required~~Ridge ~~environmental~~Property. With the intent of building a winery and ~~physical~~resort ~~studies~~to ~~with~~be ~~respect~~known as “Sorrento Resort, Vineyard and Winery”, we purchased this 10-acre property in 2015 or $495,000. It is also our intent to purchase an adjacent 15-acre parcel, although we have not entered into an agreement to do so. We anticipate starting the design phase of this resort in the near future. To date, we have made no improvements to this property;.

~~• completed~~Los ~~foundation~~Amantes ~~level~~Road Properties. In 2014, we ~~General~~purchased ~~Plan~~two ~~Amendment~~adjacent five-acre properties (10 acres total) located on Los Amantes Road in Temecula, with the intent of building a luxury vineyard home on each property. It is our current plan to construct these vineyard estate homes for the purpose of our Hospitality Segment’s holding them out for rent on a ~~change~~nightly or weekly basis. To market these rental opportunities, we intend to employ the resources offered by third-party internet reservations systems, including Airbnb. Nevertheless, sales of ~~zone~~these properties would be made by us, should the opportunity arise. We have graded both properties and ~~policy~~planted ~~area;~~approximately two-and-a-half acres of grapes on each. Further improvements have been made to each property, including entitlements, fencing and fine grading for foundations. We started construction of a luxury vineyard home on the first of these properties in March 2019. To date, we have spent approximately $1,600,000 on improvements to these properties.

~~• completed~~Monte ~~design~~Verde Road Property. We purchased this 40-acre property for $1,300,000, with the intent of ~~tract~~subdividing ~~map~~the ~~and~~property ~~submitted~~into eight separate parcels on which to build eight luxury vineyard homes. It is our current plan to construct these vineyard estate homes for ~~approval;~~the ~~and~~purpose of our Hospitality Segment’s holding them out for rent on a nightly or weekly basis. To market these rental opportunities, we intend to employ the resources offered by third-party internet reservations systems, including Airbnb. Nevertheless, sales of these properties would be made by us, should the opportunity arise. To date, we have made no improvements to this property.

~~• completed~~Los ~~initial~~Nogales ~~land~~Road ~~development~~Property. ~~hearing~~In ~~(county)~~November 2017, we purchased this 5-acre ~~projected~~property ~~approval~~for $265,000, with the intent of building a single luxury vineyard home thereon. It is our ~~February~~current ~~2017~~plan to construct this vineyard estate home for the purpose of our Hospitality Segment’s holding it out for rent on a nightly or weekly basis. To market this rental opportunity, we intend to employ the resources offered by third-party internet reservations systems, including Airbnb. Nevertheless, the sale of this property would be made by us, should the opportunity arise. To date, we have made no improvements to this property.

~~Still~~Hospitality ~~to Complete~~Segment

~~• submit~~General. ~~complete~~Our ~~improvement~~Hospitality ~~plans~~Segment does not currently have any operations. It is our intention to ~~county~~operate ~~for~~vineyard ~~review~~estate ~~and~~homes ~~approval~~constructed -by ~~expected~~our ~~time~~Real ~~frame~~Estate Development Segment as rental properties. We intend to hold these properties out for ~~approval~~rent ison ~~between~~a ~~four~~nightly ~~and~~or ~~six~~weekly ~~month~~basis. ~~subsequent~~To market these rental opportunities, we intend to ~~project~~employ ~~approval~~the inresources ~~February~~offered ~~2017~~by third-party internet reservations systems, including Airbnb. Once its operations begin, there is no assurance that our Hospitality Segment will operate profitably.

~~• commence~~Sorrento ~~street~~Resort, Vineyard & Winery. It is intended that, once built on our Meadow Ridge Property, our Hospitality Segment would operate the Sorrento Resort, a planned 60,000 square-foot facility, which is to include a five-star hotel with 50 large suites with sweeping panoramic views of the Temecula Valley, a spa, retail sales space, restaurants and ~~other~~a ~~property~~state-of-the-art ~~improvements~~hospitality ~~subsequent~~facility. It is planned that the hospitality center is to ~~improvement~~be ~~plan~~situated ~~approval~~above –the ~~approximately~~underground ~~three~~barrel ~~months~~cellar and tunnel that connects with the facility’s winery. Underground parking is to ~~complete;~~be built underneath the hospitality center. Just beyond the hospitality center, we intend to create a landscaped park setting, including terraced lawns for private outdoor events. We believe that the hospitality center and surrounding areas will make the resort an attractive recreational and social destination for tourists and local residents.

~~• record final tract map, upon completion of improvements;~~4

~~• submit~~Competition. ~~grading~~The segments of the hospitality industry in which our Hospitality Segment will compete are subject to intense competition. Our principal competitors will be other operators of luxury, full-service and ~~building~~focused-service ~~plans~~hotels ~~for~~and ~~approval~~timeshare properties, ~~upon~~including ~~recording~~other ~~final~~major ~~tract~~hospitality chains ~~map~~with –well-established ~~approximately~~and ~~three~~recognized ~~months~~brands. ~~for~~We ~~building~~also ~~approval;~~will ~~start~~compete ~~home~~against ~~construction~~smaller hotel chains, independent and local hotel owners and operators and independent timeshare operators. If our Hospitality Segment is unable to compete successfully, our revenues or profits would be impaired.

~~Also,~~Seasonality. weThe ~~have~~hospitality ~~identified~~industry is ~~approximately~~seasonal 25in ~~acres~~nature. ofThe ~~property~~periods induring ~~Temecula~~which onour ~~which~~Hospitality weSegment’s ~~intend~~properties can be expected to ~~build~~experience higher revenues will vary from property to property, depending principally upon location and ~~operate~~the customer base served. We generally expect our ~~planned~~Hospitality ~~Sorrento~~Segment’s ~~Resort~~revenues to be lower in the first quarter of each year than in each of the three subsequent quarters, with ~~Vineyard~~the &fourth ~~Winery~~quarter generally being the highest. ~~However~~In addition, wethe dohospitality ~~not~~industry ~~currently~~is ~~possess~~cyclical ~~sufficient~~and ~~capital~~demand togenerally ~~complete~~follows the ~~these~~general ~~objectives.~~economy ~~See~~on ~~Item~~a 1Alagged basis. ~~Risk~~The ~~Factors~~seasonality and cyclicality of this industry may contribute to fluctuations in our results of operations and financial condition.

~~Recent~~Real ~~Trends~~Estate Development Segment

~~Housing~~General. ~~markets~~Following in the ~~United~~refocus ~~States~~of our ~~experienced~~business ~~a prolonged downturn from 2006 to 2012. Currently~~plan, ~~however,~~ we ~~believe~~view ~~that~~our ~~attractive~~Real ~~land~~Estate ~~acquisition~~Development ~~opportunities~~Segment ~~are~~as ~~available~~an ~~for~~adjunct ~~companies with the financial strength~~ to ~~take~~our ~~advantage~~Hospitality ~~of them~~Segment. WeNevertheless, ~~expect~~our toReal Estate ~~become~~Development aSegment ~~company~~remains ~~whose~~an ~~financial~~important ~~position~~part ~~will allow it to pursue opportunities from a position~~ of ~~strength,~~our ~~such~~business ~~that~~plan. weOur ~~will~~Real beEstate ~~able~~Development toSegment ~~engage in land acquisitions that we believe provide highly profitable opportunities. However, there~~ is noresponsible ~~assurance~~for constructing ~~that~~the werental ~~will~~properties ~~be able~~ to ~~achieve~~be ~~such~~operated ~~position~~by ofour ~~financial~~Hospitality ~~strength~~Segment.

Properties. Our Real Estate Development Segment is responsible for construction efforts on our properties, as follows:

~~Ranch~~Camino ~~Real~~Del ~~Estate~~Vino Property. This To50-acre ~~date,~~property ~~our~~is ~~Ranch~~to ~~Segment~~be ~~has~~subdivided ~~acquired~~into ~~three~~eight ~~parcels~~separate ~~of undeveloped real estate in the city of Temecula, California. One of these~~ parcels ~~contains~~on ~~approximately~~which 50eight ~~acres,~~vineyard ~~while~~estate ~~each~~homes ofwill ~~the~~be ~~other two parcels contains approximately 10 acres~~built. ~~Temecula~~We ishave graded ~~located~~this inproperty ~~the~~and ~~southwest~~have ~~portion~~planted ofgrapes ~~Riverside~~on ~~County, in Southern California,~~ approximately 80half ~~miles south~~ of ~~Downtown~~the ~~Los Angeles~~property.

5Meadow Ridge Property. On this 10-acre property, we intent to build a winery and resort to be known as “Sorrento Resort, Vineyard and Winery”. It is also our intent to purchase an adjacent 15-acre parcel, although we have not entered into an agreement to do so. We anticipate starting the design phase of this resort in the near future.

~~The~~Los ~~property~~Amantes Road Properties. On each of ~~approximately~~these 50two adjacent five-acre properties (10 acres istotal), ~~secured~~we byintend to build a ~~deed~~vineyard ofestate ~~trust~~home. ~~that~~We ~~secures~~have ~~the~~graded both ~~repayment~~properties ofand planted approximately two-and-a-half ~~$750,000~~acres ~~promissory~~of ~~note~~grapes ~~issued~~on byeach. usFurther inimprovements ~~purchasing~~have ~~this~~been made to each property., including ~~See~~entitlements, ~~Item~~fencing 1Aand fine grading for foundations. ~~Risk~~We ~~Factors~~started construction of a luxury vineyard home on the first of these properties in March 2019.

~~Resort~~Monte ~~Real~~Verde ~~Estate~~Road Property. This ~~At such time as we obtain sufficient funds, our Resort Segment intends to acquire a single 25~~40-acre ~~parcel~~property ofis ~~undeveloped~~to ~~real~~be ~~estate~~subdivided ininto ~~the~~eight ~~city~~separate ofparcels ~~Temecula, California,~~ on which ~~we intend~~ to ~~construct~~build ~~and~~eight ~~operate~~vineyard ~~our~~estate ~~planned~~homes. ~~Sorrento~~To ~~Resort~~date, ~~Vineyard and Winery. However,~~ we have domade ~~not~~no ~~currently~~improvements ~~possess sufficient capital~~ to ~~complete~~ this ~~objective~~property. ~~See Item 1A. Risk Factors.~~

~~Offices.~~Los InNogales ~~the~~Road ~~near~~Property. ~~future~~On this 5-acre property, we intend to ~~establish~~build ~~our primary office in~~ a ~~high~~single ~~quality~~luxury ~~office~~vineyard ~~space in a modern office building located in the City of Industry, California~~home. ~~The~~To ~~office space will be adequate for our needs for at least the first year of our operations. In addition~~date, aswe ~~our~~have ~~business~~made ~~grows,~~no weimprovements ~~intend~~ to ~~establish~~this ~~and maintain satellite offices in Temecula, California, Hong Kong and in the Republic of China (Taiwan)~~property.

~~Ranch~~We ~~Segment~~anticipate that each of the vineyard estate homes will contain approximately 10,000 square feet of living area. In addition, each of our vineyard estate homes will contain a small vineyard, covering approximately half of each property, capable of producing small commercial quantities of wine.

~~General~~Key Alliances. ~~Our~~Since ~~Ranch~~our ~~Segment~~inception, our ~~intends~~management tohas ~~begin~~initiated ~~its~~contact ~~real~~with ~~estate~~numerous ~~development~~large ~~activities~~construction ~~with~~companies, design companies and suppliers of building supplies. As a result of these efforts, our management has identified the ~~approximately~~service 70and ~~acres~~supplies ~~located~~providers who are believed to be in ~~Temecula~~a ~~purchased~~position to bybest usperform ~~recently~~these needed functions on behalf of our company.

~~Once~~Our weReal ~~have~~Estate ~~obtained~~Development ~~the~~Segment ~~necessary~~has retained ~~permits~~a ~~and~~construction ~~other authorizations~~company, ~~initially~~Koll Custom Homes, weto ~~will~~lead ~~offer~~the ~~four~~development ~~home~~and ~~designs~~construction of our vineyard estate homes, ~~each~~including the facilitation of ~~which~~civil ~~will~~designs ~~contain~~and ~~approximately~~background ~~10,000~~investigation ~~square~~of ~~feet~~our properties for the purpose of ~~living~~obtaining ~~area~~subdivision ~~and~~final approval ~~will~~plans befor ~~priced~~use ~~between~~in ~~$5,000,000~~bidding and ~~$7,000,000~~budgeting purposes. The ~~four~~identified ~~architecturally-inspired~~design company would lead the vineyard estate home design activities. ~~choices~~The identified supplier of building supplies would be the primary source of building supplies for ~~homes~~our ~~are:~~construction operations.

~~Quinta~~Land ~~Ranch~~Acquisition ~~Home~~and ~~(Spanish~~Development. Our ~~motif)~~long-term ~~Castle~~objective ~~Ranch~~is ~~Home~~to ~~(German~~develop ~~motif)~~and, ~~Ranch~~through ~~Chateau~~our ~~(French~~Hospitality ~~Country~~Segment, ~~motif)~~to ~~Hollywood~~control ~~Ranch~~a ~~Home~~portfolio ~~(contemporary~~of ~~California~~properties. ~~motif)~~To this end, we will acquire land only after completing due diligence and, in certain cases, feasibility studies. With respect to each of our current properties, we conducted the due diligence deemed necessary by our management. Included in such due diligence efforts were informal feasibility studies with respect to each property to the effect that such properties would be beneficial to our Real Estate Development Segment.

~~In addition, each of our five-acre vineyard estate homes will contain a small, two-acre vineyard capable of producing small commercial quantities of wine.~~5

~~Each~~In ofdetermining whether a formal feasibility study is necessary with respect to a prospective land acquisition target, our management considers its familiarity with the ~~four~~geographical area ~~styles~~in which the property is located. For example, because the properties we currently own are located in close proximity to the area where our management lives and works, they determined that only an informal feasibility was necessary, given their familiarity with the local economy and its development patterns. It is expected that, as we seek to acquire properties outside our management’s area of ~~homes~~familiarity, we will ~~incorporate~~engage ~~some~~consultants orto ~~all~~perform offormal feasibility studies with respect to such properties. We believe that this strategy for conducting feasibility studies does not present a risk to the ~~following~~development ~~features:~~of our properties, current and future, if any.

•Our ~~Bedrooms~~direct ~~and~~land ~~Baths—Upstairs~~acquisition ~~Master~~activities ~~Bedroom,~~are expected ~~Guest~~to ~~Bedroom~~include ~~Suite,~~only ~~two~~the ~~Master~~purchase ~~Suites,~~of aunimproved ~~Teen~~land ~~Suite~~from ~~with~~third aparties. ~~Jack~~It &is ~~Jill~~probable ~~Bath~~that ~~and~~our anpurchases ~~In-law~~will ~~Quarters/Apartment~~be of unentitled or unzoned land.

~~• Kitchen—Center~~Once ~~Island~~we have acquired a property, ~~Walk-in~~we ~~Pantry~~will obtain governmental and other approvals necessary to begin the development process. Following this process, ~~Eating~~the ~~Bar~~land will be graded, roads, ~~Breakfast~~utilities, ~~Nook~~amenities and other infrastructures installed and individual estate homes constructed.

•Materials ~~Interior~~Costs. ~~Features—Family~~Substantially ~~Room,~~all materials ~~Hobby/Recreation~~used ~~Room,~~in ~~Gym/Exercise~~construction ~~Room,~~are ~~Main~~available ~~Floor~~from ~~Laundry,~~a ~~Media~~number ~~Room,~~of ~~Loft/Balcony~~sources, ~~Formal~~but ~~Dining~~may ~~Room,~~fluctuate ~~Formal~~in ~~Living~~price ~~Room~~due to various factors. It is possible that we will experience shortages of certain materials. If shortages occur in the future, ~~Den~~such shortages could result in longer construction times and higher costs than those experienced in the past. Such circumstances could have an adverse effect on our company’s future results of operations and/~~Office/~~or ~~Computer~~financial ~~Room~~condition.

~~• Exterior~~Competition. ~~Features—Covered~~The ~~Rear~~home ~~Porch~~construction industry is fragmented and highly competitive. Home constructors compete not only for home buyers, ~~Sun~~but ~~Deck~~also for desirable properties, financing, ~~Outdoor~~raw ~~Kitchen~~materials and skilled labor. Our Real Estate Development Segment will compete against local, regional and national home constructors. We will also compete with existing home sales, foreclosures and rental properties. The competitive conditions in the home construction industry could negatively affect our sales volumes and selling prices. Competition can also affect our ability to acquire suitable land, raw materials and skilled labor at acceptable prices or terms, or cause delays in the construction of our homes.

•As ~~Unique~~our ~~Special~~company ~~Features—Grand Entry/Elevator~~grows, ~~Dual~~we ~~Circular~~will ~~Staircases,~~compete ~~Vaulted~~with other ~~dramatic~~companies ~~Ceilings,~~across ~~Tennis~~all ~~Court~~industries to attract and retain highly skilled and experienced employees, ~~Basketball~~managers ~~Court~~and executives. Competition for the services of these individuals will likely increase if business conditions improve in the home construction industry or in the general economy. If we are unable to attract and retain key employees, ~~Wine~~managers ~~Cellar~~or executives, ~~Two~~the ~~Acre~~business of ~~Vineyard~~our ~~and~~Real ~~Personal~~Estate ~~Helipad~~Development Segment could be adversely affected.

~~• Garage—Oversized~~Governmental ~~Three-car~~Regulation ~~Garage~~and Environmental Matters. The home construction industry is subject to extensive and complex regulations. We will be required to comply with many federal, state and local laws and regulations, including zoning, density and development requirements, building, environmental, advertising, labor and real estate sales rules and regulations. These regulations and requirements will affect substantially all aspects of our land development and home design, construction and sales processes. Our homes will be inspected by local authorities where required. These regulations often provide broad discretion to the administering governmental authorities. In addition, our future developments may be subject to various assessments for schools, parks, streets, utilities and other public improvements.

WeOur ~~intend~~home toconstruction ~~provide~~operations ~~with~~will ~~each~~also be ~~home~~subject ato an extensive variety of ~~electronic~~local, state and ~~high-technology~~federal ~~features~~statutes, ~~such~~ordinances, asrules ~~ethernet~~and ~~ports~~regulations ~~and/or~~concerning ~~modem~~protection of ~~docks~~health, ~~whole-house~~safety ~~music~~and ~~systems~~the environment. The particular environmental laws for each site vary greatly according to location, ~~climate~~environmental condition ~~control~~and the present and ~~other~~former ~~similar~~uses ~~features~~of the site and adjoining properties.

6Seasonality. Due to the style of the subdivisions and homes we will build, we do not expect that our sales will be materially affected by the seasonality commonly experienced by home constructors.

~~Customers~~Water-Related ~~will~~Issues ~~have the option to further customize their estate designs above~~ and ~~beyond~~Natural ~~our planned concepts, but will be responsible for the costs associated with those special design changes.~~Disasters

WeWater-Related ~~also~~Issues. ~~intend~~Due to ~~expand~~ the ongoing ~~available~~severe ~~architectural~~drought ~~choices~~in ~~for~~California, ~~our~~it ~~homes~~is aspossible ~~the~~that ~~business~~mandatory ~~develops.~~water ~~There~~usage ~~can~~limitations will be noimplemented. ~~assurance,~~In ~~however~~addition, it is possible that ~~our~~new, ~~business~~far-reaching ~~will~~limitations ~~develop~~on ~~sufficiently~~the touse ~~require~~of ground water on a landowner’s own property could be imposed by the ~~addition~~State of ~~additional~~California ~~home~~or ~~styles~~by one or more local governments. To the extent that any such water usage limitations are imposed, our business and financial condition may be adversely affected.

~~Key~~Natural ~~Alliances~~Disasters. ~~Since~~Because our ~~inception,~~real estate ~~our~~development ~~management~~and ~~has~~home ~~initiated contact with numerous large~~ construction ~~companies,~~activities ~~design companies and suppliers of building supplies. As a result of these efforts, our management has identified the service and supplies providers who~~ are ~~believed~~expected to be inlocated aprimarily ~~position~~in toSouthern ~~best perform these needed functions on behalf of our company. We have retained a construction company~~California, ~~Koll~~we ~~Custom~~will ~~Homes,~~be tofaced with ~~lead~~ the ~~development~~risks ~~and construction~~ of ~~our~~potential ~~vineyard~~large ~~estate~~earthquakes ~~neighborhoods,~~and ~~including our estate homes. Pursuant to our agreement~~flooding, ~~Koll~~among ~~Custom~~other ~~Homes~~natural ~~is to facilitate civil designs and background investigation of our property for the purpose of obtaining subdivision final approval plans for use in bidding and budgeting purposes~~disasters. To ~~date,~~the ~~total~~extent ~~payments~~that toany ~~Koll Custom Homes for these services have totaled approximately $965,900 and, upon their conclusion,~~ such ~~payments~~natural disaster ~~are estimated to have totaled approximately $1~~occurs,~~000,000.~~ ~~The identified design company would lead the vineyard estate home design activities, including customization of the services that will be available to owners of~~ our ~~estate~~business ~~homes.~~and ~~The~~financial ~~identified~~condition ~~supplier~~may ~~of building supplies would~~ be ~~the~~adversely ~~primary source of building supplies for our construction operations~~affected.

We have not yet formalized an alliance with the identified design company and the identified supplier. Upon the first to occur of the sale of the first of our vineyard estate homes and our obtaining approximately $2.5 million with which to construct a model vineyard estate home, we will formalize these alliances. However, our identified design company and supplier may not be available to us and it is possible that we will be required to locate alternative providers, which we would not expect to adversely affect our operations.6

Land Acquisition and Development. Our long-term objective is to control a portfolio of properties to meet our anticipated estate home sales requirements for a period of approximately five years. We will acquire land only after completing due diligence and, in certain cases, feasibility studies. With respect to the approximately 70 acres purchase by us, we conducted the due diligence deemed necessary by our management. Included in such due diligence efforts were informal feasibility studies with respect to each property to the effect that such properties would be beneficial to the efforts of our Ranch Segment.Insurance

InWe ~~determining~~intend ~~whether~~to acarry ~~formal~~adequate ~~feasibility~~insurance ~~study is necessary with respect~~ to cover aany ~~prospective~~claims ~~land~~made ~~acquisition~~against ~~target, our management considers its familiarity with the geographical area in which the property is located~~us. ~~For example~~However, ~~because~~these ~~the~~claims ~~properties~~could weprove ~~currently~~to ~~own~~be ~~are~~costly ~~located in close proximity~~ to ~~the~~defend ~~area where our management lives~~ and ~~works,~~resolve ~~they~~in ~~determined that only an informal feasibility was necessary, given their familiarity with~~ the ~~local~~legal ~~economy and its development patterns~~system. It There is ~~expected~~no assurance that, ~~as we seek to acquire properties outside~~ our ~~management's~~future ~~area~~insurance ofpolicies ~~familiarity, we~~ will ~~engage~~be ~~consultants~~adequate to ~~perform~~protect ~~formal~~us ~~feasibilities~~from ~~studies~~adverse ~~with~~financial ~~respect to such properties~~situations. ~~We believe that this strategy for conducting feasibility studies does not present a risk to the development of our properties, current and future, if any.~~

~~Our~~Intellectual ~~direct land acquisition activities are expected to include only the purchase of unimproved land from third parties. It is probable that our purchases will be of unentitled or unzoned land.~~Property

~~Once~~We weregard ~~have~~our ~~acquired~~current aand ~~property~~future trademarks, service wemarks ~~will obtain governmental~~ and ~~other~~business ~~approvals~~know-how ~~necessary~~as tohaving ~~begin~~significant ~~the development process~~value. ~~Following~~Our ~~this~~policy ~~process,~~is ~~the~~to ~~land will be graded~~establish, ~~roads,~~enforce ~~utilities,~~and ~~amenities~~protect ~~and~~our ~~other~~intellectual property ~~infrastructures~~rights ~~installed~~using ~~and~~the ~~individual~~intellectual ~~estate~~property ~~homes~~laws, ~~constructed~~as necessary.

Materials Costs. Substantially all materials used in construction are available from a number of sources, but may fluctuate in price due to various factors. It is possible that we will experience shortages of certain materials. If shortages occur in the future, such shortages could result in longer construction times and higher costs than those experienced in the past. Such circumstances could have an adverse effect on our company's future results of operations and/or financial condition.Employees

7We currently have no employees; our two officers serve without compensation. Our business development, corporate administration, business operations and financial reporting functions are overseen directly by our President. Our Chief Financial Officer oversees record keeping. We intend to hire a small number of employees, at such times as our business conditions warrant. We have used, and, in the future, expect to use, the services of certain outside consultants and advisors as needed, on a consulting basis.

~~Marketing~~Available ~~and Sales. Our primary marketing efforts will target foreign investors throughout the world, with a focus on investors from China.~~Information

AHeavenstone ~~2014~~Corp. ~~report~~files byor ~~Hurun~~furnishes annual, quarterly aand ~~leading~~current ~~research~~reports, ~~company~~proxy onstatements ~~Chinese~~and ~~tycoons,~~other ~~states~~documents ~~"that~~with ~~60%~~the ofSEC ~~China's~~under ~~wealthy~~the ~~have~~Securities ~~emigrated,~~Exchange orAct ~~are~~of ~~planning~~1934 to(the do“Exchange ~~so,~~Act”). toThe ~~another~~public ~~country."~~may ~~Our~~read ~~management~~and ~~understands~~copy any materials that ~~real~~we ~~estate~~file iswith the ~~preferred~~SEC ~~overseas~~at ~~investment~~the ~~for~~SEC’s ~~wealthy~~Public ~~Chinese,~~Reference Room ~~that~~at ~~the~~100 ~~United~~F ~~States~~Street, isN.E., ~~the~~Washington, ~~preferred~~D.C. ~~country~~20549. ~~for~~The ~~these~~public ~~overseas~~may ~~investments~~obtain ~~and~~information ~~that~~on ~~Los~~the ~~Angeles~~operation isof the ~~preferred~~Public ~~metropolitan~~Reference Room ~~area~~by ~~for~~calling ~~these~~the ~~overseas~~SEC ~~investments~~at 1-800-SEC-0330. ~~Our~~Also, ~~management~~the ~~expects~~SEC maintains an Internet website that contains reports, ~~during~~proxy ~~the~~and ~~foreseeable~~information statements, ~~future~~and other information regarding issuers, ~~wealthy~~including ~~Chinese~~us, ~~will~~that ~~represent~~file electronically with the ~~largest~~SEC. ~~percentage~~The ofpublic ~~purchasers~~can ofobtain any ~~our~~documents ~~estate~~that ~~homes~~we file with the SEC at http://www.sec.gov.

~~Our~~We ~~successful~~also ~~marketing~~make available, free of charge through our ~~estate~~internet ~~home~~website ~~developments~~(www.hstone.us), inour ~~the~~Annual ~~highly~~Report ~~competitive~~on ~~housing~~Form ~~industry~~10-K, ~~will~~Quarterly ~~depend~~Reports on ~~our~~Form ~~ability~~10-Q, Current Reports on Form 8-K and, if applicable, amendments to ~~create~~those areports ~~sense~~filed ofor ~~excellence~~furnished inpursuant ~~the~~to ~~eyes~~Section 13(a) of ~~our~~the ~~potential~~Exchange ~~customers,~~Act as ~~well~~soon as ~~our~~reasonably practicable ~~ability~~after towe ~~communicate~~electronically afile ~~point~~such ofmaterial ~~difference~~with, ~~between~~or ~~other~~furnish ~~homes~~it ~~and~~to, ~~our~~the ~~estate homes~~SEC.

~~For~~ITEM ~~each of our neighborhoods, we will attempt to develop and provide a luxury living environment without peer, starting with our commitment to customer satisfaction and fulfilling their wishes~~1A. ~~Our~~RISK ~~commitment to quality and comfort will include abundant safety measures, including 24-hour on-staff service, live telephone answering service and a website that handles all complaints instantly.~~FACTORS

~~Our~~Not ~~marketing~~applicable ~~and sales material will promote the extensive technological amenities available within our estate homes. Further, we will seek~~ to ~~differentiate~~a ~~our~~smaller ~~estate~~reporting ~~home neighborhoods by guaranteeing the full satisfaction of each of our customers after completion of construction~~company.

WeITEM ~~believe that our most important and effective marketing program will be customer word-of-mouth~~1B. ~~Because~~UNRESOLVED weSTAFF will be developing luxury estate homes in California, we will be highly visible to Chinese home buyers. Along with word of mouth, our most consistent form of promotion will come from our website and conventions that we intend to hold in Los Angeles, Hong Kong and China. Rewards will be given to estate home clients that refer new clientele to our company. We are confident that our high level of overall quality will create a strong demand for our estates and services.COMMENTS

InNot ~~the near future, we will begin accepting applications for our luxury vineyard estate homes~~applicable. Each estate home will cost between $5,000,000 and $7,000,000. We will require a 50% deposit with the application. An estate home purchaser must complete his final design within 30 days of his application being approved by us. After construction of a purchaser's estate home is completed, which is estimated to be approximately 18 months, payment of the remaining sales price will be collected.

~~Customer~~ITEM ~~Service~~2. PROPERTIES

~~During~~A ~~Construction.~~description Weof ~~believe that a prompt and courteous response to an estate home purchaser's needs during construction will reduce post-closing repair costs, enhance~~ our ~~reputation~~real ~~for~~property ~~high~~holdings is ~~quality~~included ~~service~~in ~~and,~~Item ~~ultimately, lead to referral business from our estate home purchasers~~1. ~~Our personnel will be trained to provide exceptional service throughout the construction process, which service will be provided as part of the estate home purchase price~~Business.

~~After~~We ~~Construction.~~lease Ina ~~conjunction~~small ~~with~~office ~~the~~in ~~sale~~City of ~~homes~~Industry, California, ~~our~~that ~~company~~ is ~~planning~~adequate tofor ~~provide to purchasers of~~ our ~~estate~~current ~~homes,~~operations. aWe ~~wide~~own ~~array~~office ofequipment ~~personal~~necessary ~~services designed~~ to ~~enhance~~conduct ~~the~~our ~~luxury~~current ~~estate home lifestyle~~business. ~~For additional fees, the following services, among others, will be made available to estate home purchasers:~~

8ITEM 3. LEGAL PROCEEDINGS

•We ~~Security~~are ~~Service~~not •currently ~~Vineyard~~involved ~~Management~~in any legal proceedings.

•ITEM ~~Yard~~4. ~~Maintenance~~MINE •SAFETY ~~Wine Making~~DISCLOSURES

•Not ~~House Cleaning, including windows • Shopping/ Delivery Services~~applicable.

Warranties. We intend to provide each estate home owner with product warranties covering workmanship and materials for one year, certain mechanical systems for two years and structural systems for ten years from the time of closing. We expect that our warranty program will meet or exceed terms customarily offered in the estate home building industry. The subcontractors who perform most of the actual construction will also be required by us to provide warranties on workmanship.7

~~Competition.~~PART The home construction industry is fragmented and highly competitive. We will compete with numerous other national, regional and local home constructors for buyers, desirable properties, raw materials, skilled labor, employees and management talent. We also compete with resales of existing and foreclosed homes and with the rental housing market. We expect that our homes will compete on the basis of quality, price, design and location. There is no assurance that we will compete successfully in our market.II

~~Our~~Market home construction operations will also be subject to an extensive variety of local, state and federal statutes, ordinances, rules and regulations concerning protection of health, safety and the environment. The particular environmental laws for each site vary greatly according to location, environmental condition and the present and former uses of the site and adjoining properties.Information

~~Seasonality.~~No ~~Due~~market tofor ~~the~~trading ~~style~~our ofcommon ~~the~~stock ~~subdivisions~~currently exists. ~~and~~We ~~homes~~are wepreparing ~~will~~our ~~build,~~application weto doFINRA ~~not~~for ~~expect~~the ~~that~~assignment of a trading symbol for our ~~sales~~common ~~will~~stock. beWe ~~materially~~cannot ~~affected~~assure you bythat ~~the~~a ~~seasonality~~trading ~~commonly~~market ~~experienced~~for bythe ~~home~~common ~~constructors~~stock will ever commence.

~~Resort~~You ~~Segment~~should note that our common stock is likely to experience significant fluctuations in its price and trading volume. We cannot predict the future trading patterns of our common stock.

General. At such time as we obtain sufficient funds, our Resort Segment intends to acquire one or more parcels totaling approximately 25 acres of undeveloped real estate in the city of Temecula, California, on which we intend to construct and operate our planned Sorrento Resort, Vineyard and Winery. However, we do not currently possess sufficient capital to complete this objective.Holders

~~Development.~~On ItOctober is16, ~~intended~~2019, ~~that our Resort Segment will build~~ the ~~Sorrento~~number ~~Resort,~~of ~~Vineyard~~record holders ~~& Winery on approximately 25 acres~~ of ~~prime~~our ~~Temecula~~common ~~real estate. Sorrento Resort is to include a 60~~stock,~~000~~ ~~square~~excluding ~~foot~~nominees ~~facility, which will include a five-star hotel~~ and ~~spa~~brokers, ~~retail~~was ~~sales~~56 ~~space,~~holding ~~restaurants and a state-of-the-art hospitality facility. The hotel is to include 50 large~~71,159,423 ~~luxurious suites with sweeping panoramic views of the Temecula Valley and its vineyards~~shares.

The hospitality center is to be situated above the underground barrel cellar and tunnel that connects with the facility's winery. Underground parking is to be built underneath the hospitality center. Just beyond the hospitality center, we intend to create a landscaped park setting, including terraced lawns for private outdoor events. We believe that the hospitality center and surrounding areas will make the resort an attractive recreational and social destination for tourists and local residents.Dividends

9We have never paid cash dividends on our common stock. We intend to re-invest any future earnings into our company for the foreseeable future.

~~Competition.~~Securities ~~The~~Authorized ~~segments~~for ofIssuance ~~the~~Under ~~hospitality~~Equity industry in which we operate are subject to intense competition. Our principal competitors are other operators of luxury, full-service and focused-service hotels and timeshare properties, including other major hospitality chains with well-established and recognized brands. We also compete against smaller hotel chains, independent and local hotel owners and operators and independent timeshare operators. If we are unable to compete successfully, our revenues or profits would be impaired.Compensation Plans

Seasonality. The hospitality industry is seasonal in nature. The periods during which our lodging properties experience higher revenues vary from property to property, depending principally upon location and the customer base served. We generally expect our revenues to be lower in the first quarter of each year than in each of the three subsequent quarters with the fourth quarter generally being the highest. In addition, the hospitality industry is cyclical and demand generally follows the general economy on a lagged basis. The seasonality and cyclicality of our industry may contribute to fluctuations in our results of operations and financial condition.

Plan Category	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
Equity compensation plans approved by security holders	-0-	-0-	-0-
Equity compensation plans not approved by security holders	-0-	-0-	-0-
Individual Compensation Arrangements	-0-	-0-	-0-

~~Water-Related~~Recent ~~Issues~~Issuances ~~and~~of ~~Natural~~Unregistered ~~Disasters~~Securities

~~Water-Related~~During ~~Issues. Due to~~ the ~~ongoing~~year ~~severe~~ended ~~drought~~June ~~in California~~30, ~~it is possible that mandatory water usage limitations will be implemented. In addition~~2017, itwe issued isno ~~possible~~unregistered ~~that~~securities ~~new, far-reaching limitations on the use of ground water on a landowner's own property could be imposed by the State of California or by one or more local governments. To the extent~~ that ~~any~~were ~~such~~not ~~water~~previously ~~usage limitations are imposed, our business and financial condition may be adversely affected~~reported.

~~Natural~~Subsequent ~~Disasters. Because our real estate development and home construction activities are expected~~ to beJune ~~located~~30, ~~primarily in Southern California~~2017, we ~~will~~have beissued unregistered ~~faced~~securities ~~with~~not ~~the~~previously ~~risks of potential large earthquakes and flooding~~reported, ~~among~~as ~~other natural disasters. To the extent that any such natural disaster occurs, our business and financial condition may be adversely affected.~~follows:

~~Insurance~~1. (a) Securities Sold. In July 2017, a $140,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to Qin Wen; (c) Consideration. Such promissory note was issued for $140,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

We2. ~~intend~~(a) toSecurities ~~carry~~Sold. ~~adequate~~In ~~insurance~~September to2017, a ~~cover~~$100,000 ~~any~~principal ~~claims~~amount ~~made~~promissory ~~against~~note uswas issued; (b) Underwriter or Other Purchasers. ~~However,~~Such ~~these~~promissory ~~claims~~note ~~could~~was ~~prove~~issued to Qin beWen; ~~costly~~(c) toConsideration. ~~defend~~Such ~~and~~promissory ~~resolve~~note was issued for $100,000 in ~~the~~cash; ~~legal~~and ~~system~~(d) Exemption from Registration Claimed. These ~~There~~securities isare noexempt ~~assurance~~from ~~that~~registration ~~our~~under ~~future~~the ~~insurance~~Securities ~~policies~~Act ~~will~~of be1933, ~~adequate~~as amended, pursuant to ~~protect~~the usprovisions ~~from~~of ~~adverse~~Section 4(a)(2) ~~financial~~thereof, ~~situations~~as a transaction not involving a public offering. This purchaser was an accredited investor.

~~Intellectual~~3. ~~Property~~(a) Securities Sold. In August 2017, a $300,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to Union Home Loan, Inc.; (c) Consideration. Such promissory note was issued for $300,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

We4. ~~regard~~(a) ~~our~~Securities ~~current~~Sold. ~~and~~In ~~future~~November ~~trademarks~~2017, a ~~service~~$250,000 ~~marks~~principal ~~and~~amount ~~business~~promissory ~~know-how~~note aswas ~~having~~issued; ~~significant~~(b) ~~value~~Underwriter or Other Purchasers. ~~Our~~Such ~~policy~~promissory isnote was issued to EF2T, ~~establish~~Inc.; (c) Consideration. Such promissory note was issued for $250,000 ~~enforce~~in cash; and ~~protect~~(d) ~~our~~Exemption ~~intellectual~~from ~~property~~Registration ~~rights~~Claimed. These ~~using~~securities are exempt from registration under the ~~intellectual~~Securities ~~property~~Act ~~laws~~of 1933, as ~~necessary~~amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

~~Employees~~8

We5. ~~currently~~(a) ~~have~~Securities noSold. ~~employees~~In ~~other~~November ~~than~~2017, a ~~our~~$261,728 ~~two~~principal ~~officers.~~amount ~~Our~~promissory ~~business~~note ~~development,~~was ~~corporate~~issued; ~~administration,~~(b) ~~business~~Underwriter ~~operations~~or ~~and~~Other ~~financial~~Purchasers. ~~reporting~~Such ~~functions~~promissory ~~are~~note ~~overseen~~was ~~directly~~issued byto EF2T, ~~our~~Inc.; ~~President~~(c) Consideration. ~~Our~~Such ~~Secretary~~promissory ~~oversees~~note ~~record~~was ~~keeping.~~issued Wefor ~~intend~~$261,728 toin ~~hire~~cash; aand ~~small~~(d) ~~number~~Exemption offrom ~~employees,~~Registration atClaimed. These ~~such~~securities ~~times~~are asexempt ~~our~~from ~~business~~registration ~~conditions~~under ~~warrant.~~the WeSecurities ~~have~~Act ~~used~~of 1933, ~~and~~as amended, inpursuant to the ~~future,~~provisions ~~expect~~of toSection 4(a)(2) ~~use~~thereof, ~~the~~as ~~services~~a oftransaction ~~certain~~not ~~outside~~involving ~~consultants~~a ~~and~~public ~~advisors~~offering. asThis ~~needed,~~purchaser onwas aan ~~consulting~~accredited ~~basis~~investor.

~~Available~~6. ~~Information~~(a) Securities Sold. In December 2017, a $300,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to EF2T, Inc.; (c) Consideration. Such promissory note was issued for $300,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

~~Heavenstone Corp~~7. ~~files~~(a) orSecurities ~~furnishes~~Sold. ~~annual,~~In ~~quarterly~~January ~~and~~2018, a ~~current reports~~$100,000 ~~proxy~~principal ~~statements~~amount ~~and~~promissory ~~other~~note ~~documents~~was ~~with~~issued; ~~the SEC under the Securities Exchange Act of 1934~~ (~~the "Exchange Act"~~b). ~~The~~Underwriter ~~public~~or ~~may~~Other ~~read~~Purchasers. ~~and~~Such ~~copy~~promissory ~~any~~note ~~materials~~was ~~that~~issued weto Astonia ~~file~~Group ~~with~~Ltd.; ~~the~~(c) ~~SEC~~Consideration. atSuch ~~the~~promissory ~~SEC's~~note ~~Public~~was ~~Reference~~issued ~~Room~~for at $100 ~~F Street~~,000 ~~N.E.,~~in ~~Washington,~~cash; ~~D.C.~~and ~~20549.~~(d) ~~The~~Exemption ~~public~~from ~~may~~Registration Claimed. ~~obtain~~These ~~information~~securities onare ~~the~~exempt ~~operation~~from ofregistration ~~the~~under ~~Public Reference Room by calling~~ the ~~SEC~~Securities atAct ~~1-800-SEC-0330.~~of ~~Also~~1933, ~~the~~as ~~SEC maintains an Internet website that contains reports~~amended, ~~proxy~~pursuant ~~and~~to ~~information~~the ~~statements,~~provisions of ~~and~~Section ~~other~~4(a)(2) ~~information regarding issuers~~thereof, ~~including~~as ~~us,~~a ~~that~~transaction ~~file~~not ~~electronically~~involving ~~with~~a ~~the~~public ~~SEC~~offering. ~~The~~This ~~public~~purchaser ~~can~~was ~~obtain~~an ~~any~~accredited ~~documents that we file with the SEC at http://www~~investor.~~sec.gov.~~

108. (a) Securities Sold. In January 2018, a $20,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to EF2T, Inc.; (c) Consideration. Such promissory note was issued for $20,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

We9. ~~also~~(a) ~~make~~Securities ~~available~~Sold. In February 2018, a ~~free~~$20,000 ofprincipal ~~charge~~amount ~~through~~promissory ~~our~~note ~~internet~~was ~~website~~issued; (~~www.hstone.us~~b), ~~our~~Underwriter ~~Annual~~or ~~Report~~Other onPurchasers. ~~Form~~Such ~~10-K,~~promissory ~~Quarterly~~note ~~Reports~~was onissued ~~Form 10-Q~~to EF2T, ~~Current~~Inc.; ~~Reports~~(c) onConsideration. ~~Form~~Such ~~8-K~~promissory ~~and,~~note ifwas ~~applicable~~issued for $20,000 ~~amendments~~in tocash; ~~those~~and ~~reports~~(d) ~~filed~~Exemption orfrom ~~furnished~~Registration ~~pursuant~~Claimed. These tosecurities ~~Section~~are ~~13(a)~~exempt offrom registration under the ~~Exchange~~Securities Act asof ~~soon~~1933, as ~~reasonably~~amended, ~~practicable~~pursuant ~~after~~to wethe ~~electronically~~provisions ~~file~~of ~~such~~Section 4(a)(2) ~~material with~~thereof, oras ~~furnish~~a ittransaction ~~to,~~not ~~the~~involving ~~SEC~~a public offering. This purchaser was an accredited investor.

~~ITEM~~10. 1A(a) Securities Sold. ~~RISK~~In ~~FACTORS~~February 2018, a $270,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to EF2T, Inc.; (c) Consideration. Such promissory note was issued for $270,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

~~You~~11. ~~should~~(a) ~~carefully~~Securities ~~consider~~Sold. ~~the~~In ~~risk~~March ~~factors~~2018, a ~~set~~$30,000 ~~forth~~principal ~~below,~~amount aspromissory ~~well~~note aswas ~~the~~issued; ~~other~~(b) ~~information~~Underwriter ~~contained~~or inOther ~~this~~Purchasers. ~~Annual~~Such ~~Report~~promissory onnote ~~Form~~was ~~10-K~~issued to EF2T, inInc.; ~~connection~~(c) ~~with~~Consideration. ~~evaluating~~Such ~~our~~promissory ~~company.~~note ~~Additional~~was ~~risks~~issued ~~and~~for ~~uncertainties~~$30,000 ~~not~~in ~~currently~~cash; ~~known~~and to(d) usExemption orfrom ~~that~~Registration weClaimed. These ~~currently~~securities ~~deem~~are toexempt befrom ~~immaterial~~registration ~~may~~under ~~also~~the ~~materially~~Securities ~~and~~Act ~~adversely~~of ~~affect~~1933, ~~our~~as ~~business~~amended, ~~results~~pursuant to the provisions of ~~operations~~Section 4(a)(2) orthereof, ~~financial~~as ~~condition.~~a ~~Certain~~transaction ~~statements~~not ininvolving ~~this~~a ~~Item~~public 1Aoffering. ~~Risk~~This ~~Factors~~purchaser ~~are~~was ~~forward-looking~~an ~~statements~~accredited investor.

~~Risks~~12. ~~Related~~(a) Securities Sold. In March 2018, a $80,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to EF2T, ~~Our~~Inc.; ~~Financial~~(c) ~~Condition~~Consideration. Such promissory note was issued for $80,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

~~Our~~13. ~~lack~~(a) ofSecurities ~~operating~~Sold. ~~history~~In ~~makes~~March it2018, a ~~difficult~~$30,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to EF2T, ~~predict~~Inc.; ~~our~~(c) ~~future~~Consideration. ~~operating~~Such ~~results~~promissory note was issued for $30,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

We14. ~~were~~(a) ~~incorporated~~Securities onSold. ~~June~~In 13April 2018, a ~~2014.~~$20,000 ~~For~~principal ~~the~~amount ~~period~~promissory ~~from~~note ~~our~~was ~~inception~~issued; ~~date~~(b) ~~for~~Underwriter ~~financial~~or ~~reporting~~Other ~~purposes,~~Purchasers. ~~July~~Such ~~14,~~promissory ~~2014,~~note ~~through~~was ~~June~~issued 30to EF2T, ~~2016,~~Inc.; we(c) ~~had~~Consideration. noSuch ~~revenues~~promissory ~~and~~note ~~incurred~~was aissued ~~net~~for ~~loss~~$20,000 ofin $cash; and (~~453,993~~d) Exemption from Registration Claimed. These ~~(See~~securities ~~"'True'~~are ~~Inception~~exempt ~~Date"~~from registration under ~~"Note~~the 2.Securities ~~Summary~~Act of ~~Significant~~1933, ~~Accounting~~as ~~Policies"~~amended, pursuant to the ~~financial~~provisions ~~statements~~of ~~included~~Section 4(a)(2) inthereof, ~~this~~as ~~Annual~~a ~~Report~~transaction onnot ~~Form~~involving ~~10-K)~~a public offering. This purchaser was an accredited investor.

Because we have a limited operating history, it is difficult to forecast our future operating results. Additionally, our operations will continue to be subject to risks inherent in the establishment of a new business, including, among other factors, efficiently deploying our capital, developing and implementing our marketing campaigns and strategies and developing awareness and acceptance of our company as a constructor of high-quality estate homes. Our ability to generate future revenues will be dependent on a number of factors, including overall demand for our estate homes and market competition. As with any investment in a company with a limited operating history, ownership of our common stock involves a high degree of risk and is not recommended if an investor cannot reasonably bear the risk of a total loss of his investment.9

If15. we(a) doSecurities ~~not~~Sold. ~~obtain~~In ~~additional~~April ~~funding~~2018, a $20,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to EF2T, Inc.; (c) Consideration. Such promissory note was issued for ~~our~~$20,000 ~~operations~~in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the ~~value~~provisions of ~~our~~Section 4(a)(2) ~~common~~thereof, ~~stock~~as ~~could~~a betransaction ~~adversely~~not ~~affected~~involving a public offering. This purchaser was an accredited investor.

As16. of(a) ~~June~~Securities ~~30,~~Sold. ~~2016,~~In weMay ~~had cash of $52~~2018,~~592.~~ ~~Currently, we possess approximately~~ a $~~315~~150,000 inprincipal ~~cash.~~amount Wepromissory ~~are~~note inwas ~~need~~issued; of(b) ~~operating~~Underwriter ~~capital~~or ~~and~~Other ~~there~~Purchasers. isSuch nopromissory ~~assurance~~note ~~that~~was weissued ~~will be able~~ to ~~obtain~~EF2T, Inc.; ~~such~~(c) ~~capital~~Consideration. InSuch ~~the~~promissory ~~absence~~note ofwas ~~the~~issued ~~receipt~~for ~~of additional funding~~$150,000 wein ~~may~~cash; beand ~~required~~(d) toExemption ~~scale~~from ~~back~~Registration ~~current operations or cease operations completely~~Claimed. ~~Additionally,~~These securities weare doexempt ~~not~~from ~~have~~registration ~~sufficient~~under ~~financial~~the ~~resources~~Securities toAct ~~implement~~of ~~our~~1933, ~~full-scale~~as ~~business plan. Specifically~~amended, wepursuant ~~lack~~to the ~~capital~~provisions ~~to begin construction~~ of ~~our~~Section ~~first~~4(a)(2) thereof, ~~vineyard~~as ~~estate~~a ~~home~~transaction ~~development~~not orinvolving ~~our~~a ~~planned~~public ~~Sorrento Resort, Vineyard & Winery~~offering. NoThis ~~assurance~~purchaser ~~can~~was bean ~~given~~accredited ~~that we will be able to obtain additional funds~~investor.

In17. ~~addition,~~(a) ifSecurities weSold. ~~are~~In ~~not~~June ~~successful~~2018, ina $50,000 ~~earning~~principal ~~revenues~~amount ~~once~~promissory wenote ~~have~~was ~~started~~issued; ~~our~~(b) ~~business~~Underwriter ~~activities,~~or weOther ~~may~~Purchasers. ~~require~~Such ~~additional~~promissory ~~financing~~note towas ~~sustain~~issued ~~business~~to ~~operations~~EF2T, Inc.; ~~Currently,~~(c) weConsideration. doSuch ~~not~~promissory ~~have~~note ~~any~~was ~~arrangements~~issued for ~~financing~~$50,000 ~~and~~in ~~can~~cash; ~~provide~~and no(d) ~~assurance~~Exemption tofrom ~~investors~~Registration ~~that we will be able to obtain financing when required~~Claimed. ~~Obtaining~~These securities ~~additional~~are ~~financing~~exempt ~~would~~from beregistration ~~subject~~under tothe aSecurities ~~number~~Act of ~~factors~~1933, ~~including~~as ~~our~~amended, ~~ability~~pursuant to ~~attract~~the ~~purchasers~~provisions of ~~our~~Section ~~estate homes. These factors may have an effect on the timing~~4(a)(2) thereof, ~~amount,~~as ~~terms~~a ortransaction ~~conditions~~not ofinvolving ~~additional~~a ~~financing~~public ~~and~~offering. ~~make~~This ~~such~~purchaser ~~additional~~was ~~financing~~an ~~unavailable~~accredited ~~to us~~investor.

1118. (a) Securities Sold. In June 2018, a $10,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to EF2T, Inc.; (c) Consideration. Such promissory note was issued for $10,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

No19. ~~assurance~~(a) ~~can~~Securities beSold. ~~given~~In ~~that~~July we2018, ~~will~~a $150,000 ~~obtain~~principal ~~access~~amount topromissory ~~capital~~note ~~markets~~was inissued; ~~the~~(b) ~~future~~Underwriter or ~~that~~Other ~~financing,~~Purchasers. ~~adequate~~Such promissory note was issued to ~~satisfy~~EF2T, Inc.; ~~the~~(c) ~~cash~~Consideration. ~~requirements~~Such ofpromissory ~~implementing~~note ~~our~~was ~~business~~issued ~~strategies~~for $150,000 ~~will~~in becash; ~~available~~and on(d) ~~acceptable~~Exemption ~~terms~~from Registration Claimed. ~~Our~~These securities ~~inability~~are toexempt ~~gain~~from ~~access~~registration tounder ~~capital~~the ~~markets~~Securities orAct ~~obtain~~of ~~acceptable~~1933, ~~financing~~as ~~could~~amended, ~~have~~pursuant to the provisions of Section 4(a)(2) thereof, ~~material~~as ~~adverse~~a ~~effect~~transaction ~~upon~~not ~~our~~involving ~~results~~a ofpublic ~~operations~~offering. ~~and~~This ~~financial~~purchaser ~~condition~~was an accredited investor.

We20. ~~could~~(a) ~~lose~~Securities ~~ownership~~Sold. ofIn ~~our~~September ~~largest~~2018, a ~~property~~$100,000 ifprincipal weamount ~~fail~~promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to EF2T, ~~repay~~Inc.; ~~certain~~(c) ~~indebtedness~~Consideration. Such promissory note was issued for $100,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

In21. ~~connection~~(a) ~~with~~Securities ~~our~~Sold. ~~purchase~~In ofOctober ~~approximately 50 acres of land in Temecula~~2018, ~~California, we issued~~ a $~~750~~50,000 ~~face~~principal amount promissory note towas ~~the~~issued; ~~third-party~~(b) ~~seller~~Underwriter ofor ~~the~~Other ~~land~~Purchasers. ~~The~~Such ~~principal~~promissory ~~balance~~note iswas ~~due~~issued into EF2T, ~~November~~Inc.; ~~2019~~(c) Consideration. ~~This~~Such promissory note iswas ~~secured~~issued byfor a$50,000 ~~deed~~in ofcash; ~~trust~~and in(d) ~~favor~~Exemption offrom ~~the~~Registration ~~selling party~~Claimed. These ~~Should~~securities weare ~~fail~~exempt tofrom ~~repay~~registration under the ~~$750,000~~Securities inAct ~~accordance~~of ~~with~~1933, ~~its~~as ~~terms~~amended, itpursuant isto ~~possible that~~ the ~~beneficiary~~provisions of ~~the~~Section 4(a)(2) ~~deed~~thereof, ofas ~~trust~~a ~~could~~transaction ~~foreclose~~not oninvolving ~~such property. In such~~ a ~~circumstance,~~public ~~our~~offering. ~~financial~~This ~~position~~purchaser ~~and~~was ~~operating~~an ~~results~~accredited ~~would be negatively affected~~investor.

We22. ~~may~~(a) ~~not~~Securities beSold. ~~able~~In November 2018, a $10,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to EF2T, ~~repay~~Inc.; ~~certain~~(c) ~~loans~~Consideration. onSuch ~~time~~promissory note was issued for $10,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

In23. ~~connection~~(a) ~~with~~Securities ~~our~~Sold. ~~recent~~In ~~purchases~~November ~~of three separate parcels of real property~~2018, a ~~we borrowed~~$5,000 inprincipal ~~three~~amount ~~separate~~promissory ~~transactions,~~note awas ~~total~~issued; of(b) ~~$2,100,000~~Underwriter ~~from~~or ~~our~~Other ~~majority shareholder~~Purchasers. ~~The~~Such ~~principal~~promissory ~~and~~note ~~accrued~~was ~~interest~~issued onto ~~all~~EF2T, Inc.; ~~three~~(c) ofConsideration. ~~these~~Such ~~loans~~promissory isnote ~~due~~was ~~and~~issued ~~payable~~for ~~in October 2016. Currently~~$5,000 wein docash; ~~not~~and ~~possess~~(d) ~~sufficient~~Exemption ~~funds~~from toRegistration ~~repay~~Claimed. ~~these~~These securities ~~loans~~are ~~and~~exempt ~~there~~from isregistration nounder ~~assurance~~the ~~that~~Securities weAct ~~will~~of ~~ever~~1933, ~~obtain~~as ~~sufficient~~amended, ~~funds~~pursuant to ~~repay~~the ~~these~~provisions ~~loans~~of onSection ~~time. In such circumstance~~4(a)(2) thereof, ~~our~~as ~~financial~~a ~~condition~~transaction ~~could~~not ~~become~~involving ~~impaired,~~a topublic ~~the~~offering. ~~detriment~~This ofpurchaser ~~our~~was ~~business~~an ~~operations~~accredited ~~and operating results~~investor.

~~Risks~~24. ~~Related~~(a) Securities Sold. In December 2018, a $20,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to EF2T, ~~Our~~Inc.; ~~Business~~(c) -Consideration. InSuch ~~General~~promissory note was issued for $20,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

~~Changes in general economic and political conditions affect consumer spending and may harm our revenues, operating results and/or liquidity.~~10

~~The U~~25.S. ~~is currently in~~ (a) ~~slow~~Securities ~~recovery~~Sold. ~~from~~In anDecember ~~economic~~2018, a ~~recession.~~$30,000 ~~Our~~principal ~~management~~amount ~~believes~~promissory ~~that~~note ~~these~~was ~~weak~~issued; ~~general~~(b) ~~economic~~Underwriter ~~conditions~~or ~~will~~Other ~~continue through 2016~~Purchasers. ~~Even~~Such ~~though~~promissory ~~sales~~note ofwas ~~luxury~~issued ~~homes~~to Qin inJie; ~~California~~(c) ~~are~~Consideration. ~~currently~~Such ~~relatively~~promissory ~~strong,~~note ~~the~~was ~~ongoing~~issued ~~impacts~~for of$30,000 ~~high~~in ~~unemployment~~cash; and~~/or~~ ~~withdrawal~~(d) Exemption from ~~the~~Registration ~~workforce~~Claimed. ~~and~~These securities ~~financial~~are ~~market~~exempt ~~weakness~~from ~~may~~registration ~~exacerbate~~under ~~current economic conditions. As~~ the ~~economy~~Securities ~~continues~~Act toof ~~display weakness~~1933, ~~fewer~~as ~~people~~amended, ~~may~~pursuant ~~enter~~to the ~~market~~provisions ~~for~~of ~~new~~Section ~~estate~~4(a)(2) thereof, ~~homes.~~as ~~Such~~ a ~~reduction~~transaction innot ~~potential~~involving ~~purchasers~~a ofpublic ~~new~~offering. ~~estate~~This ~~homes~~purchaser ~~could~~was ~~adversely~~an ~~impact~~accredited ~~the operating results of our Ranch Segment~~investor.

26. (a) Securities Sold. In ~~addition~~December 2018, a ~~due~~$28,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to Astonia ~~the~~Group ~~continuing~~Ltd.; ~~weakness~~(c) inConsideration. ~~the~~Such ~~economy~~promissory note was issued for $28,000 itin iscash; ~~possible~~and ~~that~~(d) ~~our~~Exemption ~~Resort~~from ~~Segment,~~Registration Claimed. ~~once~~These itsecurities ~~establishes~~are ~~its~~exempt ~~operations~~from registration under the Securities Act of 1933, ifas ~~ever~~amended, ~~will~~pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not ~~operate~~involving ~~profitably~~a public offering. This purchaser was an accredited investor.

~~Our~~27. ~~lack~~(a) ofSecurities ~~operating~~Sold. ~~history~~In ~~makes~~February it2019, a ~~difficult~~$20,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to EF2T, ~~predict~~Inc.; ~~our~~(c) ~~future~~Consideration. ~~operating~~Such ~~results~~promissory note was issued for $20,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

We28. ~~were~~(a) ~~incorporated~~Securities ~~in June 2014~~Sold. ~~Because~~In weFebruary ~~have~~ 2019, a ~~limited~~$6,000 ~~operating~~principal ~~history,~~amount itpromissory isnote ~~difficult~~was toissued; ~~forecast~~(b) ~~our~~Underwriter ~~future~~or ~~operating~~Other ~~results~~Purchasers. ~~Additionally,~~Such ~~once~~promissory ~~established,~~note ~~our~~was ~~operations~~issued ~~will continue~~ to beAstonia Group ~~subject~~Ltd.; to(c) ~~risks~~Consideration. ~~inherent~~Such inpromissory ~~the~~note ~~establishment~~was ofissued afor ~~new business~~$6,000 ~~including,~~in ~~among~~cash; ~~other~~and ~~factors,~~(d) ~~efficiently~~Exemption ~~deploying~~from ~~our~~Registration ~~capital,~~Claimed. These ~~developing~~securities ~~and~~are ~~implementing~~exempt ~~our~~from ~~marketing~~registration ~~campaigns~~under ~~and~~the ~~strategies~~Securities ~~and~~Act ~~developing awareness~~ of ~~our~~1933, ~~Ranch~~as ~~Segment's~~amended, ~~new~~pursuant ~~luxury~~to ~~vineyard~~the ~~estate~~provisions ~~homes~~of ~~and our Resort Segment's resort property. As with any investment in~~ Section 4(a)(2) ~~company~~thereof, ~~with~~as a ~~limited~~transaction ~~operating~~not ~~history,~~involving ~~ownership of our common stock involves~~ a ~~high~~public ~~degree~~offering. ofThis ~~risk~~purchaser ~~and~~was ~~is not recommended if~~ an ~~investor~~accredited ~~cannot reasonably bear the risk of a total loss of his investment~~investor.

1229. (a) Securities Sold. In February 2019, a $120,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to Astonia Group Ltd.; (c) Consideration. Such promissory note was issued for $120,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

We30. ~~may~~(a) beSecurities ~~unable~~Sold. In March 2019, a $10,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to EF2T, ~~obtain~~Inc.; ~~sufficient~~(c) ~~capital~~Consideration. Such promissory note was issued for $10,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to ~~pursue~~the ~~our~~provisions ~~growth~~of ~~strategy~~Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

~~Currently,~~31. we(a) doSecurities ~~not~~Sold. ~~have~~In ~~sufficient~~April ~~financial~~2019, a ~~resources~~$18,000 toprincipal ~~implement~~amount ~~our~~promissory ~~complete~~note ~~business~~was ~~plan.~~issued; ~~Specifically,~~(b) weUnderwriter ~~lack~~or ~~the~~Other ~~capital~~Purchasers. toSuch ~~begin~~promissory ~~construction~~note ofwas ~~our~~issued ~~first~~to EF2T, ~~model~~Inc.; ~~luxury~~(c) ~~vineyard~~Consideration. ~~estate~~Such ~~home~~promissory ornote towas ~~construct~~issued ~~our~~for ~~planned~~$18,000 ~~resort~~in ~~property.~~cash; ~~There~~and is(d) noExemption ~~assurance~~from ~~that~~Registration weClaimed. These ~~will~~securities beare ~~able~~exempt tofrom ~~generate~~registration ~~revenues~~under orthe ~~attract~~Securities ~~capital~~Act ~~investment~~of ~~sufficient~~1933, toas ~~sustain~~amended, ~~our~~pursuant ~~operations,~~to ~~nor~~the ~~can~~provisions weof ~~assure~~Section 4(a)(2) ~~you~~thereof, ~~that~~as wea ~~will~~transaction benot ~~able~~involving toa ~~obtain~~public ~~additional~~offering. ~~sources~~This ofpurchaser ~~financing~~was atan ~~all~~accredited investor.

We32. ~~currently~~(a) ~~depend~~Securities onSold. ~~our~~In ~~President~~April 2019, a $25,000 principal amount promissory note was issued; ~~the~~(b) ~~loss~~Underwriter ofor ~~this~~Other ~~officer~~Purchasers. ~~could~~Such ~~disrupt~~promissory ~~our~~note ~~operations~~was issued to EF2T, Inc.; (c) Consideration. Such promissory note was issued for $25,000 in cash; and ~~adversely~~(d) ~~affect~~Exemption from Registration Claimed. These securities are exempt from registration under the ~~development~~Securities Act of ~~our~~1933, ~~business~~as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

~~Our~~33. ~~success~~(a) inSecurities ~~establishing~~Sold. ~~our~~In ~~business~~April ~~plan~~2019, a ~~will~~$50,000 ~~depend~~principal onamount ~~the~~promissory ~~continued~~note ~~service~~was ~~and~~issued; on(b) ~~the~~Underwriter ~~performance~~or ofOther ~~our~~Purchasers. ~~President,~~Such ~~Jack~~promissory ~~Jie~~note ~~Qin,~~was ~~and,~~issued ~~as we grow~~to EF2T, ~~other executive officers and key employees~~Inc.; We(c) ~~have not entered into an employment agreement with Mr~~Consideration. ~~Qin.~~Such Itpromissory isnote ~~likely~~was ~~that~~issued wefor ~~will~~$50,000 ~~do so~~ in ~~the~~cash; ~~near~~and ~~future,~~(d) ~~though~~Exemption nofrom ~~terms~~Registration ~~of employment have been finalized~~Claimed. These ~~The~~securities ~~loss~~are ofexempt ~~services~~from ofregistration ~~our~~under ~~key~~the ~~personnel~~Securities ~~for~~Act ~~any~~of ~~reason~~1933, ~~could~~as ~~seriously~~amended, ~~impair~~pursuant ~~our ability~~ to ~~execute~~the ~~our~~provisions ~~business~~of ~~plan~~Section 4(a)(2) thereof, ~~which~~as ~~could have~~ a ~~materially~~transaction ~~adverse~~not ~~effect~~involving ona ~~our~~public ~~business and future results of operations~~offering. WeThis ~~have~~purchaser ~~not~~was ~~purchased~~an ~~any~~accredited ~~key-man life insurance~~investor.

~~Our~~34. ~~officers~~(a) ~~lack~~Securities ~~experience~~Sold. In May 2019, a $20,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to EF2T, Inc.; (c) Consideration. Such promissory note was issued for $20,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the ~~real~~Securities ~~estate~~Act ~~development~~of 1933, ~~home~~as ~~construction~~amended, ~~and~~pursuant ~~hospitality~~to ~~industries~~the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

~~While~~35. ~~our~~(a) ~~officers~~Securities ~~possess~~Sold. ~~extensive~~In ~~business~~June ~~experience~~2019, ~~none~~a $60,000 ofprincipal ~~these~~amount ~~persons~~promissory ~~has~~note ~~experience~~was ~~within~~issued; ~~the~~(b) ~~real~~Underwriter ~~estate~~or ~~development~~Other Purchasers. Such promissory note was issued to Astonia Group Ltd.; (c) Consideration. Such promissory note was issued for $60,000 ~~home~~in ~~construction~~cash; and ~~hospitality~~(d) ~~industries~~Exemption from Registration Claimed. These ~~Given~~securities ~~their~~are ~~lack~~exempt offrom ~~experience~~registration inunder ~~these~~the ~~industries~~Securities Act of 1933, ~~there~~as isamended, nopursuant ~~assurance~~to ~~that~~the ~~our~~provisions ~~officers~~of ~~will~~Section 4(a)(2) bethereof, ~~successful~~as ina ~~implementing~~transaction ~~our~~not ~~plan~~involving ofa ~~business~~public offering. This purchaser was an accredited investor.

~~Our management serves us on a part-time basis and conflicts may arise.~~11

~~Jack~~ITEM ~~Jie Qin and William E~~6. ~~Sluss~~SELECTED ~~perform~~FINANCIAL employee-like services for us on a part-time basis. Mr. Qin has committed to working up to 10 hours per week and Mr. Sluss has committed to working up to 10 hours per week for the benefit of our company. Except for a stock bonus paid to Mr. Sluss, neither of Messrs. Qin and Sluss have not been compensated for their services to date and have agreed to work for no cash remuneration, until such time as we generate sufficient revenues for the payment of salaries to our management. We have not entered into employment agreements with either of Messrs. Qin and Sluss; we expect to enter into employment agreements with Messrs. Qin and Sluss at an as-yet-to-be-determined time in the future. Messrs. Qin and Sluss have other work-related responsibilities outside of our company. While each will seek to devote sufficient time to allow us to operate on a basis that is beneficial to our shareholders, this goal may not be accomplished and our operating results may be negatively impacted by the unavailability of these key personnel.DATA

~~Our~~Not ~~officers do not have employment agreements with us and could cease working for us at any time, thereby causing us to cease our operations~~applicable.

~~Our~~ITEM ~~officers do not have employment agreements with us~~7. InMANAGEMENT’S ~~the~~DISCUSSION ~~absence~~AND ofANALYSIS ~~employment~~OF ~~agreements~~FINANCIAL ~~with~~CONDITION aAND ~~restrictive~~RESULTS ~~covenant~~OF on their part, these persons could leave us at any time and commence working for a competing company. Accordingly, the continued services of our officers cannot be assured. If any of our officers were to cease working for us, we might be forced to cease operations.OPERATIONS

IfJumpstart weOur ~~are~~Business ~~unable~~Startups toAct ~~manage~~of ~~future expansion effectively, our business may be adversely impacted.~~2012

InAs ~~the~~a ~~future,~~company wewith ~~may~~less ~~experience~~than ~~rapid~~$1 ~~growth~~billion in revenue during our ~~business,~~last ~~which~~fiscal ~~could~~year, ~~place~~we aqualify ~~significant~~as ~~strain~~an on“emerging ~~our~~growth ~~operations~~company”, inas ~~general,~~defined ~~and~~in ~~our~~the ~~internal~~Jumpstart ~~controls~~Our ~~and~~Business Startups ~~other~~Act ~~managerial,~~of ~~operating~~2012 ~~and~~(the ~~financial~~JOBS ~~resources, in particular~~Act). IfAs wean doemerging ~~not~~growth ~~manage future expansion effectively~~company, ~~our~~we ~~business~~may ~~will~~take beadvantage ~~harmed.~~of ~~There~~specified ~~is,~~reduced ofdisclosure ~~course,~~and noother requirements ~~assurance~~ that weare ~~will~~otherwise ~~enjoy~~applicable ~~rapid~~generally ~~development~~to inpublic ~~our business~~companies. These provisions include:

13• Only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure.

~~Our~~• ~~business~~Reduced ~~plan~~disclosure isabout ~~not based on independent market studies, so we cannot assure you that~~ our ~~strategy~~executive ~~will~~compensation ~~be successful~~arrangements.

We• ~~have~~Not ~~not~~having ~~commissioned~~to ~~any~~obtain ~~independent~~non-binding ~~market~~advisory ~~studies~~votes ~~concerning~~on ~~any~~executive ~~facet~~compensation ~~of the real estate development industry, the construction industry~~ or ~~the~~golden ~~hospitality~~parachute ~~industry~~arrangements. Rather, our plans for implementing our business strategy and achieving profitability are based on the experience, judgment and assumptions of our management and upon other available information concerning each of these industries. If our management's assumptions prove to be incorrect, we will not be successful in our efforts.

We• ~~will~~Exemption ~~need~~from tothe ~~attract~~auditor ~~additional~~attestation ~~management~~requirement ~~personnel~~in the assessment of our internal control over financial reporting.

We ~~believe~~may ~~our~~take ~~current~~advantage ~~officers~~of ~~will~~these beexemptions for ~~able~~up to ~~satisfy~~five ~~our~~years ~~senior~~or ~~management~~such ~~needs~~earlier ~~for~~time ~~the~~that ~~initial~~we ~~phase~~are ofno ~~our~~longer ~~business~~an ~~plan~~emerging growth company. ~~Thereafter,~~We wewould ~~will~~cease to be ~~required~~an toemerging ~~hire~~growth company ~~additional~~if ~~executive~~we ~~officers~~have ~~and~~more ~~other~~than ~~staff~~$1 ~~members~~billion ~~with~~in ~~experience~~annual revenue, we have more than $700 million in ~~various~~market ~~aspects~~value of our ~~Ranch~~stock ~~Segment's~~held ~~planned~~by non-affiliates, ~~operations~~or ~~and~~we ~~our~~issue ~~Resort~~more ~~Segment's~~than ~~planned~~$1 ~~operations~~billion of non-convertible debt over a three-year period. ~~Our~~We ~~inability~~may choose to ~~hire~~take oradvantage of ~~retain~~some ~~experienced~~but ~~personnel~~not ~~would~~all ~~severely~~of ~~limit~~these ~~our~~reduced ~~ability~~burdens. toWe ~~develop~~have ~~successfully~~taken ~~our~~advantage ~~operations~~of these reduced reporting burdens herein, and the information that we provide may be different than what you might get from other public companies in which you hold stock.

~~Supply shortages and other risks related to materials and skilled labor could increase costs and delay deliveries.~~12

~~The~~Cautionary home construction industry has, from time to time, experienced significant difficulties that can affect the cost or timing of construction, including shortages of qualified subcontractors, reliance on local subcontractors, manufacturers and distributors who may be inadequately capitalized, shortages of materials and volatile increases in the cost of materials, particularly increases in the price of lumber, drywall and cement, which are significant components of home construction costs. These factors may cause us to take longer or incur more costs to build our homes and adversely affect our Ranch Segment's profitability. If the level of new home demand increases significantly in future periods, the risk of shortages in needed labor and materials available to our Ranch Segment could increase. Additionally, our Resort Segment could experience similar shortages and risks, once construction of our planned resort property is commenced.Statement

~~Governmental~~The ~~regulations~~following discussion and ~~environmental~~analysis ~~matters~~should be ~~could~~read ~~increase~~in ~~the~~conjunction ~~cost~~with ~~and~~our ~~limit~~audited financial statements for the ~~availability~~years ofended ~~our~~June ~~real~~30, ~~estate~~2017 ~~development~~and ~~projects~~2016, ~~adversely~~included ~~affecting~~elsewhere ~~our~~in this ~~business~~Annual orReport ~~financial~~on Form 10-K. The results shown herein are not necessarily indicative of the results to be expected for any future periods.

~~Because~~This ~~both~~discussion ~~our~~contains ~~business~~forward-looking statements. ~~segments,~~These toforward-looking ~~varying~~statements ~~degrees,~~are ~~will~~based beon ~~involved in real estate development,~~ our ~~company~~management’s ~~will~~current beexpectations ~~subject~~with respect to ~~extensive~~future ~~and complex regulations that affect land development and home construction~~events, financial ~~including~~performance ~~zoning, density restrictions, building design~~ and ~~building~~operating ~~standards. These regulations often provide broad discretion to the administering governmental authorities as to the conditions we must meet prior to development or construction being approved~~results, ifwhich ~~approved~~statements ~~at all. We~~ are subject to ~~determinations~~risks byand ~~these~~uncertainties, ~~authorities as to the adequacy of water or sewage facilities~~including, ~~roads~~but ornot ~~other local services. New housing developments may also be subject~~ limited to ~~various assessments for schools~~, ~~parks,~~those ~~streets~~discussed below and ~~other~~elsewhere ~~public improvements. In addition,~~ in ~~many~~this ~~markets,~~prospectus. ~~government~~The ~~authorities~~risks ~~have~~and ~~implemented~~uncertainties nodiscussed ~~growth~~herein orcould ~~growth~~cause ~~control~~our ~~initiatives.~~actual results ~~Any~~to ofdiffer ~~these~~from ~~can limit, delay or increase~~ the ~~costs~~results ofcontemplated ~~development~~by orthese ~~home~~forward-looking ~~construction~~statements.

WeBasis ~~will also be subject to a significant number and variety~~ of ~~local,~~Presentation ~~state~~– ~~and~~“True” federal laws and regulations concerning protection of health, safety, labor standards and the environment. The impact of environmental laws varies depending upon the prior uses of the building site or adjoining properties and may be greater in areas with less supply where undeveloped land or desirable alternatives are less available. These matters may result in delays, may cause us to incur substantial compliance, remediation, mitigation and other costs, and can prohibit or severely restrict development and home construction activity in environmentally sensitive regions or areas. Government agencies also routinely initiate audits, reviews or investigations of business practices to ensure compliance with these laws and regulations, which can cause us to incur costs or create other disruptions in our business that can be significant.Inception Date

While our company was incorporated in the State of Nevada in June 2104, we undertook no activities until July 14, 2014. Due to our having less than one year of actual operations, we determined, for financial statement purposes, our “true” inception date to be July 14, 2014, the date of first activities. The following discussion, as well as the accompanying financial statements, is presented in accordance with such determination.

WeBackground ~~will also be subject to other local, state~~ and ~~federal~~Recent laws and regulations, including laws involving matters that are not within our control. If we fail to comply with all applicable laws, we can suffer damage to our company's reputation and may be exposed to possible liability.Developments

~~Natural~~From ~~disasters~~inception ~~may~~through ~~have~~December 2016, the Company’s focus was to become a ~~significant~~large ~~impact~~real onestate ~~our~~development ~~business~~and construction company centered in the Temecula, California area, specializing in luxury vineyard estate homes, as well as to construct and operate a five-star hotel, spa and winery also in the Temecula area.

~~Because~~In ~~our~~January ~~real~~2017, ~~estate~~the ~~development~~Company’s Board of Directors determined to refocus the Company’s plan of business, ~~home~~in ~~construction~~an ~~and~~effort ~~hospitality~~to ~~operations~~position ~~are~~the ~~expected~~Company to bebetter ~~located~~generate ongoing ~~primarily~~revenues infrom ~~South~~its ~~California,~~future weoperations. ~~will~~As bea ~~faced~~result ~~with~~of this action, the ~~risks~~Company ofnow ~~potential~~concentrates ~~large~~more ~~earthquakes~~emphasis ~~and~~on ~~flooding~~engaging in the hospitality industry, ~~among~~which ~~other~~the ~~natural~~Company ~~disasters~~refers to as the Hospitality Segment. ToHowever, the ~~extent~~Company ~~that~~continues ~~any~~to ~~such~~participate in ~~natural~~the ~~disaster~~real ~~occurs,~~estate ~~our~~development and home building industries as an adjunct to its Hospitality Segment. The Company refers to this part of its business ~~and~~as ~~financial~~the ~~condition~~Real ~~may~~Estate beDevelopment ~~adversely~~Segment. ~~affected~~See Item 1. Business.

~~Water~~It ~~scarcity~~is inthe ~~California~~Company’s ~~and~~plan ~~expected~~to ~~usage~~construct vineyard ~~limitations~~estate ~~could~~homes ~~adversely~~for ~~affect~~the ~~our~~purpose ~~business~~of its Hospitality Segment’s holding them out for rent on a nightly or weekly basis. Nevertheless, sales of these properties would be made by the Company, should the opportunity arise.

~~Due~~Until tosuch ~~the~~time ~~ongoing~~as ~~drought in California, it is possible that mandatory water usage limitations will be implemented. In addition, it is possible that new, far-reaching limitations on~~ the ~~use~~results of ~~ground~~our ~~water~~operations require onus ato ~~landowner's~~do ~~own property could be imposed by the State of California or by one or more local governments. To the extent that any such water usage limitations are imposed~~so, ~~our~~this ~~business~~discussion ~~and~~will ~~financial~~not ~~condition~~present ~~may~~separate besegment ~~adversely affected~~information.

~~Our~~Principal ~~business~~Factors ~~and~~Affecting ~~financial~~Our ~~results~~Financial ~~could be adversely affected by significant inflation.~~Performance

~~Inflation~~We ~~can~~expect ~~adversely~~that ~~affect~~our usoperating byresults increasing costs of land, materials and labor. In addition, significant inflation is often accompanied by higher interest rates, which have a negative impact on housing demand. In a highly inflationary environment, we may will be ~~precluded~~primarily ~~from~~affected raising home prices enough to keep up with the rate of inflation, which could reduce our profit margins. Moreover, with inflation, the costs of capital increase and the purchasing power of our cash resources can decline. Current or future efforts by the ~~government~~following ~~to stimulate the economy may increase the risk of significant inflation and its adverse impact on our business or financial results.~~factors:

~~Potential~~• ~~future~~our ~~acquisitions~~ability ~~could be difficult~~ to ~~locate~~obtain ~~and integrate, divert the attention of key personnel, disrupt our business, dilute shareholder value and adversely affect our financial results.~~capital;

As• ~~part of~~ our ~~business~~ability ~~strategy, we intend~~ to ~~consider~~attract ~~acquisitions~~guests ~~of home construction and related businesses, as such acquisition opportunities become available~~ to ~~us.~~our ~~However,~~rental ~~we may not find suitable acquisition opportunities. Acquisitions involve numerous risks~~properties, ~~any~~once ~~of which could harm our business, including:~~constructed;

• ~~difficulties~~our inability ~~integrating~~to ~~the~~attract ~~operations,~~buyers ~~technologies,~~for ~~products,~~our ~~existing~~vineyard ~~contracts,~~estate ~~accounting processes and personnel of the target company and realizing the anticipated synergies of the combined businesses~~homes;

• ~~difficulties~~our inability ~~supporting~~to ~~customers~~attract ofguest ~~the~~to ~~target~~our ~~company~~planned orresort ~~assets~~property; and

• ~~diversion~~our ofability ~~financial~~to ~~and~~contain ~~management~~our ~~resources~~costs ~~from~~and maintain our ~~then-existing~~low ~~operations;~~overhead.

•Expected ~~the~~Financial price we pay or other resources that we devote to an opportunity may exceed the value we realize, or the value we could have realized, if we had allocated the purchase price or other resources to another opportunity;Performance

•Based ~~potential~~on ~~loss~~our current business plan, we expect to incur operating losses through at least the fourth quarter of ~~key~~2020. ~~employees~~However, ~~customers~~because ~~and~~we ~~strategic~~do ~~alliances~~not ~~from~~yet ~~either~~possess capital to commence operations, we cannot predict whether we will have any revenues in our ~~current~~Hospitality ~~business~~Segment or ~~the~~our ~~business~~Real ofEstate Development Segment prior to the ~~target~~end ~~company;~~of such period.

•We ~~assumption~~must ofobtain ~~unanticipated~~approximately ~~problems~~$4 ormillion in ~~latent~~order ~~liabilities,~~to ~~such~~complete asconstruction ~~problems~~of ~~with~~ the ~~quality~~first two of ~~the~~our ~~products~~vineyard orestate ~~services~~rental ofproperties ~~the~~and ~~target~~approximately ~~company;~~$20 million in order to begin construction and full-scale operations of our planned Sorrento Resort property. There is no assurance that we will be successful in obtaining this needed funding.

~~• inability to generate sufficient revenue to offset acquisition costs.~~13

~~Acquisitions~~Results ~~also frequently result in the recording~~ of goodwill and other intangible assets which are subject to potential impairments in the future that could harm our financial results. In addition, if we finance acquisitions by issuing convertible debt or equity securities, our existing shareholders' ownership may be diluted. As a result, if we fail properly to evaluate acquisitions, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of those that we anticipate. The failure to evaluate and execute successfully acquisitions or otherwise adequately address these risks could materially harm our business and financial results and, in turn, the market price for our common stock.Operations

15For the Year Ended June 30, 2017 (“Fiscal 2017”). For Fiscal 2017, we generated no revenues and we do not expect to generate any revenues until at least the fourth quarter of 2020, at the earliest. For Fiscal 2017, we incurred a net loss of $156,895. Included in the $156,895 in expenses for Fiscal 2017 are legal and professional expenses of $2,938.

~~Risks~~For ~~Related~~the toYear ~~Our~~Ended ~~Business~~June -30, ~~Ranch~~2016 ~~Segment~~(“Fiscal 2016”). For Fiscal 2016, we generated no revenues and incurred a net loss of $162,536. Included in the $162,536 in expenses for Fiscal 2016 are legal and professional expenses of $69,640.

~~The~~Plan ~~home~~of construction industry experienced a significant downturn in recent years. Although industry conditions have improved during the past two years, the general U.S. economy remains weak. A subsequent deterioration in industry conditions could adversely affect our business or financial results.Operations

~~The~~General. ~~United~~We ~~States~~require ~~experienced~~significant ~~one~~funding to ofachieve ~~the~~our ~~most~~objectives. ~~severe~~Sources ~~housing~~of ~~downturns~~funding inare ~~its~~expected ~~history,~~to be from ~~2006~~sources ~~through~~of ~~2011.~~equity ~~Overall~~or ~~demand~~debt ~~for new homes~~financing, ~~particularly~~as ~~luxury~~well ~~new~~as ~~homes,~~from ~~has~~sales of ~~improved~~our ~~since~~estate ~~2011~~homes. ~~However,~~As itwith isany ~~possible~~start-up company that ~~the~~offers ~~current~~unproven ~~economic~~products, ~~conditions~~there ~~could~~is ~~have~~no aassurance ~~negative~~that ~~effect~~our oncompany ~~our~~will ~~business~~be successful ~~and~~with ~~financial~~any ~~results~~level of additional funding.

~~The~~Our ~~home~~plan ~~construction~~of ~~industry~~business isnow ~~cyclical~~focuses ~~and~~primarily on ~~affected~~our bybecoming ~~changes~~a inhospitality-focused ~~economic,~~company. ~~real~~In ~~estate~~conjunction orwith ~~other~~these ~~conditions~~efforts, ~~that~~we ~~could~~intend ~~adversely~~to ~~affect~~develop ~~our~~and ~~business~~build vineyard estate properties and one or ~~financial~~more ~~results~~resort properties.

~~The~~Hospitality ~~home~~Segment. ~~construction~~Our ~~industry~~Hospitality Segment iswill ~~cyclical~~operate ~~and~~the isrental ~~significantly~~properties ~~affected~~that byare ~~changes~~built ~~in general economic~~ and/or ~~real~~acquired ~~estate~~by ~~conditions,~~us. ~~such~~In ~~as employment levels~~addition, ~~interest~~we ~~rates,~~have ~~consumer~~purchased ~~confidence~~25 ~~and~~acres ~~housing~~of ~~demand.~~undeveloped real ~~Adverse~~estate ~~changes~~located in ~~these~~Temecula, ~~conditions~~California, ~~or deterioration in the broader economy could have a negative impact~~ on ~~our~~which ~~business~~we ~~and~~intend ~~financial~~to ~~results.~~construct ~~Weather conditions~~ and ~~natural~~operate ~~disasters,~~our ~~including~~planned ~~earthquakes,~~Sorrento ~~wildfires~~Resort, ~~droughts~~ Vineyard and ~~floods,~~Winery. ~~could~~To ~~harm~~complete ~~our~~the ~~home~~ construction ~~business.~~of ~~These events have~~ the ~~potential~~resort ~~to cause a delay in our development work~~facility, ~~home~~we ~~construction~~must ~~and~~obtain ~~home~~approximately ~~closings,~~$20 ~~adversely~~million ~~affect~~in ~~the~~funding. ~~cost~~There oris no ~~availability~~assurance ofthat ~~materials~~we orwill ~~labor~~be orable ~~damage~~to ~~homes~~secure ~~under~~such ~~construction~~funding.

~~The~~Real ~~risks~~Estate ~~associated~~Development ~~with~~Segment. Since our ~~Ranch~~inception, ~~Segment's~~we ~~land~~have ~~and~~acquired ~~lot~~approximately ~~inventory~~110 ~~could~~acres ~~adversely~~of ~~affect~~unimproved ~~our~~real ~~Ranch~~estate ~~Segment's~~located ~~business~~in orTemecula, ~~financial~~California. ~~results~~We intend to construct vineyard estate rental properties on these acquired tracts.

~~Inventory~~Since ~~risks~~acquiring ~~will~~these beproperties, ~~substantial~~we ~~for~~have taken ~~our~~substantially ~~Ranch~~all ~~Segment's~~actions ~~home~~necessary ~~construction~~for ~~business.~~obtaining ~~There~~needed ~~are~~permits ~~risks inherent in controlling, owning~~ and ~~developing~~approvals ~~land.~~for Ifthe ~~demand~~subdivision ~~for~~planning ~~our~~and ~~luxury~~construction of two vineyard estate ~~homes~~rental ~~declines,~~properties ~~we may not be able to build~~ and ~~sell~~have ~~homes~~obtained ~~profitably.~~all ~~Also,~~of the ~~values~~necessary ofpermits ~~our owned undeveloped land~~ and ~~building lots may fluctuate significantly due to changes in market conditions~~approvals. ~~These~~In ~~risks~~March ~~could~~2019, ~~cause~~we ~~our~~started construction ~~Ranch~~of ~~Segment's~~one ~~financial~~of ~~performance~~these totwo bevineyard ~~adversely~~estate ~~affected~~rental properties.

~~Home~~We ~~construction~~anticipate isa ~~subject~~long-term todevelopment ~~home~~of vineyard ~~warranty~~estate ~~and~~rental ~~construction~~properties ~~defect~~on ~~claims~~the in110 acres we currently own. However, we must first obtain approximately $4 million for the ~~ordinary~~completion ~~course~~of the first two of ~~business~~our vineyard estate rental properties. There is no assurance that ~~can~~we will be ~~significant~~able to obtain such needed capital. Any inability to so obtain needed capital would negatively impact our ability to be successful in establishing these rental properties.

Our Ranch Segment will be subject to home warranty and construction defect claims arising in the ordinary course of our home construction business. Our Ranch Segment expects to rely on subcontractors to perform the actual construction of our homes and, in many cases, to select and obtain construction materials. While we will provide detailed specifications and monitoring of the construction process, our subcontractors could use improper construction processes or defective materials in the construction of our homes. Should such issues arise, we intend to repair them in accordance with our warranty obligations, which could cause us to expend significant resources. We will be subject to construction defect claims and, although we intend to carry adequate insurance to cover any such claims, these claims could prove to be costly to defend and resolve in the legal system. Warranty and construction defect matters could also result in negative publicity for our company, which could damage our reputation and adversely affect our ability to sell homes.Liquidity

16For the Year Ended June 30, 2017. At June 30, 2017, we had a working capital deficit of $3,728,417 and cash of $360, which represents a deterioration in our financial condition from June 30, 2016, when our working capital deficit was $2,270,961 and our cash was $52,592. Currently, we possess approximately $13,000 in cash.

~~Construction costs can fluctuate and impact our margins.~~14

~~The~~Loans ~~home construction industry has,~~ from ~~time~~a toRelated ~~time,~~Party ~~experienced significant difficulties, including shortages of qualified tradespeople; reliance on local subcontractors who may be inadequately capitalized; shortages of materials;~~ and ~~volatile~~from ~~increases~~an inOfficer’s Family. ~~the~~During ~~cost~~Fiscal ~~of materials~~2017, ~~particularly~~we ~~increases~~obtained in the ~~prices~~following ofloans ~~lumber,~~from ~~drywall~~a ~~and~~related ~~cement,~~party ~~which~~and ~~are~~from ~~significant~~an ~~components~~officer’s offamily, ~~home~~as construction costs. Our Ranch Segment may not be able to recapture increased costs by raising prices because of either market conditions or because we will fix our prices at the time luxury vineyard estate home sales contracts are signed.follows:

Our Ranch Segment may be required to obtain performance bonds, the unavailability of which could adversely affect our results of operations and cash flows.

Loan Date ^@	Loan Amount *		Interest Date			Due Date
July 2016	$	170,000		5	%	July 2018 #
August 2016	$	100,000		5	%	August 2018 #
September 2016	$	270,000		5	%	September 2018 #
January 2017	$	100,000		5	%	January 2019 #
January 2017	$	449,965		5	%	January 2019 #
April 2017	$	140,000		5	%	April 2019 #
May 2017	$	81,000		0	%	On Demand +
June 2017	$	24,000		0	%	On Demand +

We expect that our Ranch Segment will be required to provide surety bonds to secure our performance or obligations under construction contracts, development agreements and other arrangements. Our ability to obtain surety bonds primarily depends upon our credit rating, financial condition, past performance and other factors, including the capacity of the surety market and the underwriting practices of surety bond issuers. The ability to obtain surety bonds also can be impacted by the willingness of insurance companies to issue performance bonds for construction and development activities. If we are unable to obtain surety bonds when required, the results of our Ranch Segment's operations and cash flows could be adversely affected.______________________________

~~Home~~@ ~~construction~~In iseach aloan ~~highly~~agreement ~~competitive~~supporting ~~industry~~the subject loan transaction, the underlying loan, when made, was collateralized with future income and ~~such~~receivables. ~~reality~~On ~~could~~October ~~adversely~~22, ~~affect~~2019, the ~~our~~lender ~~Ranch~~released ~~Segment's~~all ~~business~~collateral, orpursuant ~~financial~~to ~~results~~a novation agreement.

~~The~~* ~~home~~In ~~construction~~each ~~industry~~loan ~~is fragmented and highly competitive. Home constructors compete not only for home buyers~~transaction, ~~but~~we ~~also~~issued ~~for~~a ~~desirable~~promissory ~~properties,~~note ~~financing,~~in ~~raw~~a face ~~materials~~amount ~~and~~equal ~~skilled~~to ~~labor.~~the ~~Our~~stated ~~Ranch~~“Loan ~~Segment will compete against local~~Amount,” ~~regional~~the ~~and~~funds ~~national~~from ~~home~~which ~~constructors.~~were Weused ~~will~~by ~~also~~us ~~compete~~for ~~with~~operating ~~existing~~expenses ~~home sales, foreclosures~~ and rental properties. The competitive conditions in the home construction industry could negatively affect our sales volumes and selling prices. Competition can also affect our ability to acquire suitable land, development ~~raw materials and skilled labor at acceptable prices or terms, or cause delays in the construction of our homes~~expenses.

As# ~~our~~Since ~~company~~September ~~grows~~2019, wethis ~~will~~loan ~~compete~~has ~~with~~been ~~other companies across all industries to attract and retain highly skilled and experienced employees, managers and executives. Competition for~~ the ~~services~~subject of ~~these~~a default ~~individuals~~waiver ~~will~~agreement, ~~likely~~pursuant ~~increase~~to ifwhich ~~business~~it ~~conditions~~is ~~improve~~not indue ~~the~~prior ~~home construction industry or in the general economy. If we are unable~~ to ~~attract~~December ~~and retain key employees~~31, ~~managers~~2019.This orloan ~~executives,~~was ~~the~~in ~~business~~default offrom ~~our~~its ~~Ranch~~due ~~Segment~~date until ~~could~~September ~~be adversely affected~~2019.

~~Risks~~+ ~~Related~~This toloan ~~Our~~was ~~Business~~made -by ~~Resort~~one ~~Segment~~of our officers on open account and was payable on demand; this loan was repaid during the year ended June 30, 2018.

~~Our~~Without ~~Resort~~these ~~Segment can be expected to be subject to the business~~loans, ~~financial~~we ~~and~~would ~~operating~~have ~~risks~~been unable ~~common~~ to ~~the~~continue ~~resort hotel business, any of which could reduce~~ our ~~revenues and limit opportunities for growth~~operations.

~~Business~~As of June 30, ~~financial~~2017, ~~and~~the ~~operating~~total ~~risks~~outstanding principal ~~common~~balance toon the ~~hotel~~foregoing ~~business~~loans was $1,334,965, ~~such~~with asanother ~~our~~$372,609 ~~planned~~in ~~Resort~~accrued ~~Segment,~~and ~~include:~~unpaid interest.

~~• significant competition from hospitality providers in all parts of the world;~~15

•Loans ~~the~~from ~~costs~~a Related Party and ~~administrative~~from ~~burdens~~an ~~associated~~Officer’s Family ~~with~~Subsequent ~~complying~~to ~~with~~June ~~applicable~~30, ~~laws~~2017. Subsequent to Fiscal 2017, we have obtained the following loans from a related party and ~~regulations;~~from an officer’s family, as follows, as follows:

• changes in desirability of our chosen geographic region location;

Loan Date ^@	Loan Amount *		Interest Date			Due Date
July 2017	$	140,000		5	%	July 2019 #
September 2017	$	100,000		5	%	September 2019 #
November 2017	$	250,000		5	%	November 2019
November 2017	$	261,728		5	%	November 2019
December 2017	$	300,000		5	%	December 2019
January 2018	$	20,000		5	%	January 2020
January 2018	$	100,000		5	%	January 2020
February 2018	$	20,000		5	%	February 2020
February 2018	$	270,000		5	%	February 2020
March 2018	$	30,000		5	%	March 2020
March 2018	$	80,000		5	%	March 2020
March 2018	$	30,000		5	%	March 2020
April 2018	$	20,000		5	%	April 2020
April 2018	$	20,000		5	%	April 2020
May 2018	$	150,000		5	%	May 2020
June 2018	$	50,000		5	%	June 2020
June 2018	$	10,000		5	%	June 2020
July 2018	$	150,000		5	%	July 2020
September 2018	$	100,000		5	%	September 2020
October 2018	$	50,000		5	%	October 2020
November 2018	$	10,000		5	%	November 2020
November 2018	$	5,000		5	%	November 2020
December 2018	$	20,000		5	%	December 2020
December 2018	$	30,000		5	%	December 2020
December 2018	$	28,000		5	%	December 2020
February 2019	$	20,000		5	%	February 2021
February 2019	$	6,000		5	%	February 2021
February 2019	$	120,000		5	%	February 2021
March 2019	$	10,000		5	%	March 2021
April 2019	$	18,000		5	%	April 2021
April 2019	$	25,000		5	%	April 2021
April 2019	$	50,000		5	%	April 2021
May 2019	$	20,000		5	%	May 2021
June 2019	$	60,000		5	%	June 2021

~~• decreases in the demand for five-star hotel rooms or due to general economic conditions;~~______________________________

17@ In each loan agreement supporting the subject loan transaction, the underlying loan, when made, was collateralized with future income and receivables. On October 22, 2019, the lender released all collateral, pursuant to a novation agreement.

•* ~~statements~~In each loan transaction, ~~actions~~we orissued ~~interventions~~a bypromissory ~~governmental~~note ~~officials~~in ~~related~~a face amount equal to ~~travel~~the stated “Loan Amount,” ~~meetings~~the orfunds ~~other~~from ~~aspects~~which ofwere ~~hotel~~used ~~business~~by us for operating expenses and ~~operations;~~land development expenses.

•# Since September 2019, this loan has been the ~~impact~~subject of ~~internet~~a default ~~intermediaries~~waiver ~~and~~agreement, ~~other~~pursuant ~~new~~to ~~industry~~which ~~entrants~~it onis ~~pricing~~not ~~and~~due ~~the~~prior ~~value~~to ofDecember ~~our~~31, ~~brand~~2019.This ~~and~~loan ~~our~~was ~~increasing~~in ~~reliance~~default onfrom ~~technology;~~its due date until September 2019.

•Without ~~health,~~these ~~safety and environmental laws~~loans, ~~rules~~we ~~and~~would ~~regulations~~have ~~and~~been unable ~~other~~to ~~governmental~~continue ~~and~~our ~~regulatory action; and~~operations.

•For ~~changes~~the inYear ~~operating~~Ended ~~costs~~June ~~including~~30, ~~but~~2016. During ~~not~~Fiscal ~~limited to~~2016, ~~energy,~~we ~~water,~~obtained ~~labor~~loans ~~costs~~from ~~(including~~our ~~the~~majority ~~impact of labor shortages and unionization)~~shareholder, ~~food~~a ~~costs,~~related ~~workers'~~party ~~compensation~~ and ~~health-care~~from ~~related~~an ~~costs,~~officer’s ~~insurance and unanticipated costs~~family, ~~such~~ as ~~acts of nature and their consequences.~~follows:

The hospitality industry is subject to seasonal and cyclical volatility, which may contribute to fluctuations in our Resort Segment's results of operations and financial condition.

Loan Date ^@	Loan Amount *		Interest Date			Due Date
February 2016	$	50,000		5	%	February 2018 #
February 2016	$	100,000		5	%	February 2018 #
March 2016	$	300,000		5	%	March 2018 #
May 2016	$	279,975		5	%	May 2018 #
June 2016	$	200,000		5	%	June 2018 #

The hospitality industry is seasonal in nature. We generally expect our Resort Segment's revenues to be lower in the first quarter of each year than in each of the three subsequent quarters, with the fourth quarter generally being the highest. In addition, the hospitality industry is cyclical and demand generally follows the general economy on a lagged basis. The seasonality and cyclicality of the hospitality industry may contribute to fluctuations in our Resort Segment's results of operations and financial condition.______________________________

~~Because~~@ ~~our~~In ~~Resort~~each ~~Segment~~loan ~~will~~agreement ~~operate~~supporting inthe asubject loan ~~highly~~transaction, ~~competitive~~the ~~industry~~underlying loan, ~~our~~when ~~revenues~~made, orwas ~~profits~~collateralized ~~could~~with befuture ~~harmed~~income ifand wereceivables. ~~are~~On ~~unable~~October 22, 2019, the lender released all collateral, pursuant to ~~compete~~a ~~effectively~~novation agreement.

~~The~~* ~~segment~~In ofeach ~~the~~loan ~~hospitality~~transaction, ~~industry~~we inissued ~~which~~a wepromissory ~~expect~~note toin ~~operate~~a face isamount ~~subject~~equal to ~~intense~~the ~~competition.~~stated ~~Our~~“Loan ~~principal competitors will be other operators of luxury~~Amount,” ~~full-service~~the ~~and~~funds ~~focused-service~~from ~~hotels,~~which ~~including~~were ~~major~~used ~~hospitality~~by ~~chains~~us ~~with~~for ~~well-established~~operating expenses and ~~recognized~~land development ~~brands~~expenses. ~~If we are unable to compete successfully, our Resort Segment's revenues or profits would be impaired.~~

~~Our~~# ~~Resort~~Since ~~Segment~~September ~~will face competition for individual guests~~2019, ~~group~~this ~~reservations~~loan ~~and~~has ~~conference~~been ~~business.~~the Wesubject ~~will~~of ~~compete~~a default ~~for~~waiver ~~these customers based primarily on brand name recognition and reputation~~agreement, aspursuant ~~well~~to aswhich ~~location,~~it ~~room~~is ~~rates,~~not ~~property~~due ~~size~~prior ~~and~~to ~~availability~~December ~~of rooms and conference space~~31, ~~quality of accommodations, customer satisfaction and amenities~~2019.This ~~Our~~loan ~~competitors~~was ~~may have greater financial and marketing resources, which could allow them to improve their properties and expand and improve their marketing efforts~~ in ~~ways~~default ~~that~~from ~~could~~its ~~affect~~due ~~our~~date until ~~ability~~September ~~to compete for guests effectively~~2019.

~~Our Resort Segment will be exposed to risks and costs associated with protecting the integrity and security of our guests' personal data and other sensitive information.~~16

~~Our~~Without ~~Resort~~these ~~Segment will be subject to various risks and costs associated with the collection~~loans, ~~handling,~~we ~~storage~~would ~~and~~have ~~transmission~~been unable ~~of sensitive information, including those related~~ to ~~compliance~~continue ~~with U.S. and foreign data collection and privacy laws and other contractual obligations, as well as those associated with the compromise of~~ our ~~systems collecting such information~~operations. Our Resort Segment will collect internal and customer data, including credit card numbers and other personally identifiable information, for a variety of important business purposes, including managing our workforce, providing requested products and services and maintaining guest preferences, to enhance customer service and for marketing and promotion purposes. We could be exposed to fines, penalties, restrictions, litigation, reputational harm or other expenses, or other adverse effects on our business, due to failure to protect our guests' personal data and other sensitive information or failure to maintain compliance with applicable data collection and privacy laws or with credit card industry standards or other applicable data security standards.

InAs ~~addition,~~of ~~states~~June ~~and~~30, ~~the~~2017, ~~federal government have recently enacted additional laws and regulations to protect consumers against identity theft. These laws and similar laws in other jurisdictions have increased~~ the ~~costs~~total ofoutstanding principal ~~doing~~balance ~~business, and failure~~ on ~~our~~the ~~part~~foregoing toloans ~~implement~~was appropriate safeguards or to detect and provide prompt notice of unauthorized access as required by some of these laws could subject us to potential claims for damages and other remedies. If we were required to pay any significant amounts in satisfaction of claims under these laws$929,975, ~~or if we were forced to cease our business operations for any length of time as a result of our inability to comply fully~~ with ~~any~~another ~~such law~~$57,157 ~~our~~in ~~business,~~accrued ~~operating results~~ and ~~financial~~unpaid ~~condition could be adversely affected~~interest.

18In addition, in February 2016, we delivered a promissory note, face amount $76,587, in payment of certain insurance premiums associated with an officers’ and directors’ insurance policy obtained by us. Unpaid principal on such loan bears interest at 6.95% per annum. Repayment of this promissory note was made in ten equal monthly payments of $7,905, ending in December 2016.

~~Our~~As ~~Resort~~of ~~Segment~~June ~~may~~30, ~~experience~~2017, ~~construction~~the ~~delays~~total oroutstanding principal ~~cost~~balance ~~overruns~~on ~~that~~loans ~~could~~from ~~adversely~~the ~~affect~~Company's ~~our~~majority ~~operations~~shareholder was $2,250,000, with another $289,576 in accrued and unpaid interest.

~~Construction~~Other ~~projects,~~Financing. ~~such~~In asconnection our purchase ~~proposed~~of ~~resort~~50 ~~property,~~acres ~~entail~~of ~~significant~~land ~~risks~~in Temecula, ~~which~~California, ~~can~~we ~~substantially~~issued ~~increase~~a ~~costs~~$750,000 orface ~~delay~~amount ~~completion~~promissory note to the third-party seller of athe ~~project~~land. ~~Such~~The ~~risks~~unpaid ~~include~~principal ~~shortages~~balance of ~~materials~~such orpromissory ~~skilled~~note ~~labor,~~bears ~~unforeseen~~interest ~~engineering,~~at ~~environmental~~4.5% orper ~~geological problems~~annum, ~~work~~with ~~stoppages,~~interest-only ~~weather~~payments of ~~interference~~$2,813 ~~and~~due ~~unanticipated~~monthly ~~cost~~until ~~increases.~~the ~~Most~~entire ofprincipal ~~these~~balance ~~factors~~has ~~are~~been ~~beyond our control~~paid. InThis ~~addition,~~promissory ~~difficulties~~note oris ~~delays~~secured inby ~~obtaining~~a ~~any~~deed of ~~the~~trust ~~requisite~~in ~~licenses,~~favor of ~~permits or authorizations from regulatory authorities can increase~~ the ~~cost~~selling orparty ~~delay~~and ~~the~~is ~~completion~~due ofin anMarch ~~expansion~~2020, oras ~~development~~extended.

~~Our~~Working ~~insurance~~Capital. ~~coverage~~At ~~may~~June ~~not~~30, be2017, we ~~adequate~~had toa ~~cover~~working ~~all~~capital ~~possible~~deficit ~~losses~~of ~~that~~$3,728,417 ~~our~~and ~~Resort~~cash ~~Segment~~of ~~could~~$360, ~~suffer.~~compared Into ~~addition,~~ our ~~insurance~~working ~~costs~~capital ~~may~~deficit ~~increase~~of $2,270,961 and wecash of ~~may~~$52,592, ~~not~~at beJune ~~able~~30, ~~to obtain the same insurance coverage in the future~~2016.

We ~~may~~are ~~suffer~~currently ~~damage~~pursuing toapproximately $50 ~~our~~million ~~property~~in ~~caused~~additional byfunding. aWe ~~casualty~~are ~~loss~~actively ~~(such~~pursuing asthis ~~fire,~~funding. ~~natural~~While ~~disasters,~~we ~~acts~~would ofprefer ~~war~~to orobtain ~~terrorism),~~funds ~~that~~through ~~could~~private sales ~~severely~~of ~~disrupt~~ our ~~business~~equity orsecurities, ~~subject~~it usis topossible ~~claims~~that byfunds ~~third~~would ~~parties~~be ~~who~~obtained ~~are~~through ~~injured~~loans or ~~harmed.~~a ~~The~~combination ~~lack~~of loans and sales of equity ~~sufficient~~securities. ~~insurance~~As ~~for~~of ~~these~~the ~~types~~date of ~~acts~~this ~~could~~Annual ~~expose~~Report ~~our~~on ~~Resort~~Form ~~Segment~~10-K, tohowever, ~~heavy~~we ~~losses~~have ifnot obtained any ~~damages~~commitments ~~occur,~~from ~~directly~~any orperson that ~~indirectly,~~would have our company obtaining needed capital. There is no assurance that ~~could~~we ~~have~~will aever ~~significant~~obtain ~~adverse~~capital ~~impact~~in onamounts as would allow us to pursue our ~~Resort~~full ~~Segment's~~plan ~~operations~~of business.

~~Risks~~Profits ~~Concerning~~from ~~Our~~sales, ~~Common~~if ~~Stock~~any, of our vineyard estate rental properties will serve as another source of capital with which to further our business development. There is no assurance that any such sales would occur.

~~There~~Cash ~~is no market for our common stock~~Flows.

NoOperating ~~market~~Activities. ~~for~~During ~~trading~~Fiscal ~~our~~2017 and ~~common~~Fiscal ~~stock currently exists. However~~2016, we ~~intend~~used to$47,706 ~~establish~~and a$311,516 ~~trading~~in ~~market for~~ our ~~common~~operating ~~stock~~activities, ~~though no such market is expected to develop until the fourth quarter of 2016, at the earliest~~respectively. We ~~cannot~~expect ~~assure you~~ that, ain ~~trading~~the ~~market~~future, ~~for our common stock~~ operations will ~~ever~~use ~~commence.~~increasing ~~See~~amounts ~~Item~~of 5cash. ~~Market for Registrant's Common Equity~~However, ~~Related~~we ~~Stockholder~~are ~~Matters~~unable ~~and~~to ~~Issuer~~predict ~~Purchases~~the amounts of ~~Equity~~any ~~Securities~~such expenses.

~~Concentration~~Investing Activities. During Fiscal 2017 and Fiscal 2016, we used $1,300,645 and $799,127 in our investing activities, respectively, all of ~~ownership~~which was for the purchase of land and land development costs. We expect that, in the future, our ~~Common~~investing ~~Stock~~activities ~~may~~will ~~prevent~~use ~~new~~increasing ~~investors~~amounts ~~from~~of ~~influencing~~cash. ~~significant~~However, we ~~corporate~~are ~~decisions~~unable to predict the level of such usage.

~~Currently,~~Financing ~~our~~Activities. ~~majority~~During ~~shareholder~~Fiscal ~~will~~2017 and ~~own~~Fiscal ~~approximately~~2016, ~~98% of~~ our ~~outstanding~~financing ~~common~~activities ~~stock.~~provided ~~This~~$1,296,119 ~~shareholder will be able to control our management~~ and ~~our affairs. This shareholder will be able to control matters requiring the approval by our shareholders~~$892,134 ~~including~~in ~~the election of directors~~cash, ~~any merger~~respectively, ~~consolidation~~all ~~or sale~~ of ~~all~~which orwas ~~substantially~~proceeds ~~all~~ of loans ~~our~~from ~~assets,~~third parties and ~~any~~related ~~other~~parties. ~~significant~~We ~~corporate~~anticipate ~~transaction.~~that, ~~This~~for ~~concentration~~the offoreseeable ~~ownership~~future, ~~may~~we ~~also~~will ~~delay~~rely oron ~~prevent~~loans afrom ~~future~~third parties ~~change~~and ofrelated ~~control~~parties offor ~~our~~cash ~~company~~needed atto asupport ~~premium~~our ~~price~~operating activities, ifincluding ~~this~~our ~~shareholder~~land ~~opposes~~development itactivities.

~~Purchasers of our common stock will suffer dilution in the net tangible book value of the common stock they purchase.~~17

~~Purchasers~~Contractual ~~of our common stock can expect to suffer immediate dilution, due to the lower book value per share of our common stock compared to their respective purchase prices per share.~~Obligations

19Monthly Payment Obligations. In connection our purchase of 50 acres of land in Temecula, California, we issued a $750,000 face amount promissory note to the third-party seller of the land. The principal balance is due in November 2019. The unpaid principal balance of such promissory note bears interest at 4.5% per annum, with interest-only payments of $2,813 due monthly until the entire principal balance has been paid. This promissory note is secured by a deed of trust in favor of the selling party.

~~Our~~In ~~board~~connection with our purchase of ~~directors~~40 isacres of ~~authorized~~land toin ~~issue~~Temecula, ~~shares~~California, ofin ~~preferred~~January ~~stock~~2017, ~~which~~the ~~may~~Company ~~have~~issued ~~rights~~a ~~and~~$750,000 ~~preferences~~face ~~detrimental~~amount promissory note to the ~~rights~~third-party seller of the ~~holders~~land. The principal balance was due in March 2019. The unpaid principal balance of ~~our~~such ~~common~~promissory ~~stock~~note bears interest at 4.5% per annum, with interest-only payments of $2,813 due monthly until the entire principal balance has been paid. This promissory note is secured by a deed of trust in favor of the selling party. The Company is in default under this promissory note.

~~Our~~In ~~company~~August is2017, ~~authorized~~we toobtained ~~issue~~a uploan tofrom a ~~50,000,000~~third ~~shares~~party ofin ~~preferred~~the ~~stock,~~amount of $~~.0001~~300,000 ~~par~~pursuant ~~value.~~to Asa ofloan ~~the~~agreement ~~date~~and ofdelivered ~~this~~a ~~Annual~~promissory ~~Report~~note, onface ~~Form~~amount ~~10-K~~$300,000, wein consideration ~~have~~of ~~not~~such ~~issued~~loan. ~~any~~Unpaid ~~shares~~principal ofon ~~preferred~~such ~~stock~~loan bears interest at 11.49% ~~Our~~per ~~preferred~~annum, ~~stock~~with ~~may~~interest ~~bear~~only ~~such~~payments ~~rights~~of ~~and~~$2,872 due ~~preferences~~monthly, ~~including~~with ~~dividend~~principal and ~~liquidation~~any ~~preferences,~~accrued asinterest ~~our~~due ~~board~~in ofAugust ~~directors~~2020. ~~may~~The ~~fix~~proceeds ~~and~~from ~~determine~~this ~~from~~loan ~~time~~were toused ~~time.~~by ~~Any~~us ~~such~~for ~~preferences~~operating expenses ~~may~~and ~~operate~~land todevelopment ~~the~~expenses. ~~detriment~~This ofloan ~~the~~is ~~rights~~secured ofby ~~the~~a ~~holders~~deed of ~~our common stock~~trust.

WeBalloon doPayment ~~not~~Obligations. ~~intend~~In to2014, we ~~pay~~obtained ~~dividends~~loans onfrom our ~~common~~majority ~~stock.~~shareholder, as follows:

We intend to retain earnings, if any, to provide funds for the implementation of our business strategy. We do not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive any cash, stock or other dividends on their shares of our common stock, until we have funds which our board of directors determines can be allocated to dividends.

Loan Date ^@	Loan Amount *			Interest Date			Due Date
October 2014	$	850,000	**		5	%	October 2016 #
October 2014	$	650,000			5	%	October 2016 #
December 2014	$	600,000			5	%	December 2016 #

As a public company, we will incur audit fees and legal fees in connection with the preparation of our required financial reporting under the Exchange Act, which costs could reduce or eliminate our ability to earn a profit.______________________________

As@ aIn ~~public~~each ~~company,~~loan weagreement ~~are~~supporting ~~required~~the tosubject loan ~~file~~transaction, ~~periodic reports with~~ the ~~SEC.~~underlying ~~In order to comply with these requirements~~loan, ~~our~~when ~~independent registered public accounting firm will be required to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover~~made, ~~our~~was ~~legal~~collateralized ~~counsel~~with ~~will~~future beincome ~~required to review~~ and ~~assist in the preparation of such reports~~receivables. ~~While~~On ~~the~~October ~~fees charged by these professionals for their services cannot be accurately predicted at this time~~22, it can be expected that these fees will have a significant impact on our ability to earn a profit. We may be exposed to potential risks resulting from new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud2019, ~~our business and operating results could be harmed, investors could lose confidence in our reported financial information and~~ the ~~trading~~lender ~~price~~released ofall ~~our common stock~~collateral, ifpursuant to a ~~market~~novation ~~ever develops, could drop significantly~~agreement.

~~The~~* ~~elimination~~In ofeach ~~monetary~~loan ~~liability~~transaction, ofwe ~~our~~issued ~~directors,~~a ~~officers~~promissory ~~and~~note in ~~employees~~a ~~under~~face ~~Nevada~~amount ~~law~~equal ~~and~~to the ~~existence~~stated of“Loan ~~indemnification rights in favor of our directors~~Amount,” ~~officers~~the ~~and~~funds ~~employees~~from ~~may~~which ~~result~~were inused ~~substantial expenditures~~ by ~~our~~us ~~company~~for ~~and may discourage lawsuits against our directors, officers and employees~~operating expenses.

~~Our~~** bylaws contain a specific provision that eliminates the liability of directors for monetary damages to our company and our shareholders. Further, we intend to give such indemnification to our directors and officers to the extent provided by Nevada law. We ~~may~~repaid also have contractual indemnification obligations under employment agreements with our executive officers. The foregoing indemnification obligations could result in our incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers$100,000 ~~which we may be unable to recoup. These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors and officers for breaches~~ of ~~their fiduciary duties and may similarly discourage the filing~~ principal of ~~derivative litigation by our shareholders against our directors and officers, even though~~ such ~~actions,~~loan ifin ~~successful,~~September ~~might otherwise benefit our company and our shareholders~~2017.

We# ~~have~~Since ~~been~~September ~~advised that~~2019, inthis ~~the~~loan ~~opinion~~has ofbeen the ~~SEC,~~subject indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against these types of ~~liabilities, other than the payment by us of expenses incurred or paid by~~ a default ~~director,~~waiver ~~officer or controlling person in the successful defense of any action~~agreement, ~~suit~~pursuant or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless, in the opinion of our counsel, the matter has been settled by controlling precedent) submit to awhich ~~court~~it ~~of appropriate jurisdiction, the question whether indemnification by us~~ is ~~against~~not ~~public~~due ~~policy~~prior ~~as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating~~ to ~~this~~December ~~matter~~31, if2019.This itloan ~~were~~was ~~to occur, is likely to be very costly and may result~~ in ~~our~~default ~~receiving~~from ~~negative~~its ~~publicity,~~due ~~either~~date until ofSeptember ~~which factors are likely to materially reduce the market for, and price of, our common stock, if such a market ever develops~~2019.

20Critical Accounting Policies

~~The~~Our ~~market~~critical ~~price~~accounting ~~for~~policies, including the assumptions and judgments underlying them, are disclosed in the notes to our ~~common~~financial ~~stock~~statements ~~can~~included bein ~~expected~~this prospectus. We have consistently applied these policies in all material respects. We do not believe that our operations to ~~remain~~date ~~volatile~~have involved uncertainty of accounting treatment, subjective judgment or estimates, to any significant degree.

IfUncertainties ~~any when we establish a trading market for our common stock, our common stock is unlikely to be followed by any market analysts~~ and it can be expected that there may be few institutions that will act as market makers for our common stock. This circumstance could adversely affect the liquidity and trading price of our common stock. Prices for our common stock may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to herein, investor perception and general economic and market conditions.Trends

InWe ~~addition,~~do ~~the~~not ~~securities~~currently ~~markets~~possess ~~have,~~sufficient ~~from time~~ cash to ~~time,~~commence ~~experienced~~full-scale ~~significant~~business ~~price~~operations. ~~and~~In ~~volume fluctuations that are unrelated to~~ the ~~operating~~future, ~~performance~~our ofoperations ~~particular~~and ~~companies.~~revenues ~~These~~will ~~market~~be ~~fluctuations~~dependent ~~may~~upon ~~also materially and adversely affect~~ the ~~market~~following ~~price~~factors, among ~~of our common stock.~~others:

~~Future~~• ~~sales of~~ our ~~common~~ability ~~stock,~~to orobtain ~~the perception in the public markets that these sales may occur, may depress our stock price.~~capital;

~~Sales~~• ~~of substantial amounts of~~ our ~~common stock in the public market or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our~~ ability to ~~raise~~attract ~~capital~~guests ~~through the sale of additional shares. As of October 13, 2016, we had 71,159,423 shares of common stock outstanding. 909,423 of these shares of common stock have been registered for resale pursuant~~ to aour ~~registration~~rental ~~statement on Form S-1 (Commission File No. 333-201314) and are freely tradable. Restricted or control shares may not be sold in the public market~~properties, ~~unless~~once ~~the sale is registered under the Securities Act or an exemption from registration is available. If a large number of shares are sold on the open market, the price of our common stock could decline.~~constructed;

In• ~~the~~our ~~future,~~ability ~~we may also issue securities if we need~~ to ~~raise~~attract ~~capital~~buyers infor ~~connection with a capital raise or acquisition. The amount of shares of~~ our ~~common~~vineyard ~~stock~~estate ~~issued in connection with a capital raise or acquisition could constitute a material portion of our then outstanding shares of common stock.~~homes;

~~FINRA~~• ~~sales~~our ~~practice requirements may limit a shareholder's~~ ability to ~~buy~~attract ~~and~~guest ~~sell~~to our ~~common~~planned ~~stock.~~resort property; and

~~FINRA~~• ~~has~~our ~~adopted~~ability ~~rules that relate~~ to ~~the~~contain ~~application of the SEC's "penny stock" rules in trading~~ our ~~securities~~costs and ~~require~~maintain ~~that~~our ~~a broker-dealer have reasonable grounds for believing that the investment is suitable for that customer, prior to recommending the investment. Prior to recommending speculative,~~ low~~-priced~~ securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other informationoverhead.

~~Under~~There ~~interpretations of these rules, FINRA believes that there~~ is ano ~~high~~assurance ~~probability~~ that ~~speculative,~~our ~~low-priced~~company ~~securities~~ will ~~not~~ be ~~suitable~~able ~~for~~to ataccomplish ~~least~~our ~~some customers~~objectives. ~~FINRA~~Our ~~requirements~~failure ~~make it more difficult for broker-dealers~~ to ~~recommend~~do ~~that~~so ~~their~~would ~~customers~~likely ~~buy~~cause ~~our~~purchasers ~~common stock, which may have the effect~~ of ~~reducing the level of trading activity and liquidity of~~ our common stock. ~~Further, many brokers-dealers charge higher transactional fees for penny stock transactions. As a result, fewer broker-dealers may be willing~~ to ~~make~~lose atheir ~~market~~entire investments in our ~~common stock, thereby reducing a shareholder's ability to resell shares of our common stock~~company.

21Inflation

~~Our~~Inflation ~~common~~can ~~stock~~be isexpected ~~subject~~to have an impact on our operating costs. A prolonged period of inflation could cause interest rates, wages and other costs to increase which would adversely affect our results of operations. In the ~~"penny~~current ~~stock"~~economic ~~restrictions~~and ~~which~~political ~~may~~climate, ~~cause~~no apredictions ~~lack~~can be made with respect to the future effects of ~~liquidity~~inflation on our business.

SEC Rule 15g-9 establishes the definition of a "penny stock", for 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 a limited number of exceptions. Our common stock will be considered a "penny stock" for the immediately foreseeable future. This classification may severely and adversely affect the market liquidity for our common stock. For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker-dealer approve a person's account for transactions in penny stocks and the broker-dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased.18

~~In order to approve a person's account for transactions in penny stocks, the broker~~Off-~~dealer~~Balance ~~must~~Sheet obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.Arrangements

~~The~~We ~~broker-dealer~~do ~~must~~not ~~also~~have ~~deliver, prior to~~ any ~~transaction~~off-balance insheet aarrangements that ~~penny~~would ~~stock,~~have aany ~~disclosure~~current ~~schedule~~or ~~prepared~~future byeffect ~~the~~on ~~SEC~~our ~~relating~~financial ~~to the penny stock market~~condition, ~~which,~~changes in ~~highlight~~financial ~~form~~condition, ~~sets~~revenues ~~forth~~or ~~the~~expenses, results ~~basis~~of onoperations, ~~which the broker-dealer made the suitability determination and that the broker-dealer received a signed~~liquidity, ~~written~~capital ~~agreement~~expenditures ~~from~~or ~~the~~capital ~~investor prior to the transaction~~resources.

~~Disclosure~~Capital also must be made about the risks of investing in penny stocks in both public offerings and in secondary trading and 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 must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.Expenditures

~~Because~~During ofFiscal ~~these regulations~~2017, ~~broker-dealers~~our ~~may~~capital ~~not~~expenditures were ~~wish~~$1,300,645, toall ~~engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in their attempt to sell shares~~ of ~~our common stock,~~ which ~~may~~was ~~affect~~for the ~~ability~~purchase of ~~selling~~land ~~shareholders or other holders to sell their shares in the secondary market~~ and ~~have~~land ~~the~~development ~~effect of reducing the level of trading activity in the secondary market~~costs. ~~These~~During ~~additional~~Fiscal ~~sales practice and disclosure requirements could impede the sale of our common stock. In addition~~2016, ~~the liquidity for~~ our ~~common~~capital ~~stock~~expenditures were ~~may decrease~~$799,127 ~~with a corresponding decrease in the price of our common stock. Our common stock, in~~ all ~~probability,~~which ~~will~~was ~~be subject to such penny stock rules~~ for the ~~foreseeable~~purchase ~~future~~of land and ~~our~~land ~~shareholders~~development ~~may find it difficult to sell their common stock~~costs.

~~ITEM~~Should 1Bwe be successful in obtaining the funding needed for us to commence full-scale operations, it can be expected that we would make significant capital expenditures. However, ~~UNRESOLVED~~due ~~STAFF~~to ~~COMMENTS~~the uncertainty associated with our obtaining capital, we cannot predict the exact amount or timing of these potential capital expenditures.

~~Not~~ITEM ~~applicable~~7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~ITEM~~Not 2Applicable. ~~PROPERTIES~~

AITEM ~~description~~8. ofFINANCIAL ~~our~~STATEMENTS ~~real~~AND ~~property~~SUPPLEMENTARY ~~holdings is included in Item 1. Business.~~DATA

WeThe ~~lease~~required afinancial ~~small~~statements ~~office~~appear at inthe ~~City~~end of ~~Industry,~~this ~~California,~~Annual ~~that~~Report ison ~~adequate~~Form ~~for~~10-K, ~~our~~beginning ~~current~~on ~~operations.~~page ~~We own office equipment necessary to conduct our current business~~F-1.

ITEM 39. ~~LEGAL~~CHANGES ~~PROCEEDINGS~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

WeNot ~~are not currently involved in any legal proceedings~~applicable.

22ITEM 9A. CONTROLS AND PROCEDURES

~~ITEM~~Evaluation 4.of ~~MINE~~Disclosure ~~SAFETY~~Controls ~~DISCLOSURES~~and Procedures

~~Not~~Our ~~applicable~~management is responsible for establishing and maintaining “disclosure controls and procedures” (as defined in the Exchange Act) for our company. Based on our management’s evaluation of our disclosure controls and procedures as of June 30, 2017, our management has concluded that our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the Exchange Act and accumulated and communicated to our management, including our Principal Executive Officer and Acting Principal Financial Officer, to allow timely decisions regarding required disclosure.

~~PART~~Management’s IIAnnual Report on Internal Control Over Financial Reporting

~~ITEM~~Management 5is responsible for establishing and maintaining adequate internal control over financial reporting for our company. ~~MARKET~~Our ~~FOR~~control ~~REGISTRANT'~~system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. ~~COMMON~~generally ~~EQUITY,~~accepted ~~RELATED~~accounting principles. Our internal control over financial reporting includes those policies and procedures that:

~~STOCKHOLDER~~• ~~MATTERS~~pertain ~~AND~~to ~~ISSUER~~the ~~PURCHASES~~maintenance OFof records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of our assets;

~~EQUITY~~• ~~SECURITIES.~~provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures are being made only with proper authorizations of management and directors; and

~~Market~~• ~~Information~~provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of company assets that could have a material effect on the financial statements.

NoAll ~~market~~internal ~~for~~control ~~trading~~systems, ~~our~~no ~~common~~matter how ~~stock~~well ~~currently~~designed, ~~exists~~have inherent limitations. WeTherefore, ~~are~~even ~~preparing~~those ~~our~~systems ~~application~~determined to ~~FINRA~~be ~~for~~effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the ~~assignment~~inherent limitations of internal control, there is a ~~trading~~risk ~~symbol~~that ~~for~~material ~~our~~misstatements ~~common~~may ~~stock.~~not Webe ~~cannot~~prevented ~~assure~~or ~~you~~detected ~~that~~on a ~~trading~~timely ~~market~~basis ~~for~~by internal control over financial reporting. However, these inherent limitations are known features of the ~~common~~financial ~~stock~~reporting ~~will~~process. ~~ever~~Therefore, ~~commence~~it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

~~You should note that our common stock is likely to experience significant fluctuations in its price and trading volume. We cannot predict the future trading patterns of our common stock.~~19

~~Holders~~Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OnOur ~~October~~chief 13financial officer and chief executive officer assessed the effectiveness of our internal control over financial reporting as of June 30, ~~2016~~2017. In making this assessment, they used the ~~number~~criteria set forth by the Committee of ~~record~~Sponsoring ~~holders~~Organizations of ~~our~~the ~~common~~Treadway ~~stock,~~Commission ~~excluding~~(COSO-2013) ~~nominees~~in ~~and~~Internal Control ~~brokers,~~Over ~~was~~Financial 56Reporting ~~holding~~– ~~71,159,423~~Guidance ~~shares~~for Smaller Public Companies.

~~Dividends~~As of June 30, 2017, our chief financial officer and chief executive officer identified the following material weaknesses in our internal control over financial reporting:

WeSegregation of Duties. Our company did not currently have ~~never~~sufficient ~~paid~~accounting ~~cash~~personnel ~~dividends~~to onsupport ~~our~~standalone ~~common~~external ~~stock~~financial reporting under public company or SEC requirements. WeSpecifically, ~~intend~~our company did not effectively segregate certain accounting duties due to ~~re-invest~~the ~~any~~small ~~future~~size ~~earnings~~of ~~into~~its ~~our~~accounting ~~company~~staff, ~~for~~and maintain a sufficient number of adequately trained personnel necessary to anticipate and identify risks critical to financial reporting and the ~~foreseeable~~closing ~~future~~process.

~~Securities~~Limited ~~Authorized~~Multiple ~~for~~Levels ~~Issuance~~of ~~Under~~review ~~Equity~~in ~~Compensation~~the ~~Plans~~Financial Close Process. Our company's financial statement close process did not include sufficiently robust procedures and controls to ensure that the financial statements were prepared accurately and on a timely basis. Specifically, our company did not have multiple levels of review in its financial close process.

Plan Category	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
Equity compensation plans approved by security holders	-0-	-0-		-0-
Equity compensation plans not approved by security holders	-0-	-0-		-0-
Individual Compensation Arrangements	-0-	-0-		-0-

A recognized material weakness would be a significant deficiency (within the meaning of Public Company Accounting Oversight Board Auditing Standard No. 5), or combination of significant deficiencies, that would result in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements would not be prevented or detected on a timely basis by employees in the normal course of their assigned functions.

~~Recent~~This ~~Issuances~~Annual Report on Form 10-K does not include an attestation report of ~~Unregistered~~our independent registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.

~~During~~Changes ~~the~~in ~~year~~Internal ~~ended~~Control ~~June~~over ~~30,~~Financial ~~2016, we issued unregistered securities not previously reported, as follows:~~Reporting

1.During ~~(a)~~the ~~Securities~~last ~~Sold.~~quarter Inof ~~February~~our ~~2016,~~fiscal ayear ended ~~$50~~June 30,~~000~~ ~~principal~~2017, ~~amount~~there ~~promissory~~were ~~note~~no ~~was~~changes ~~issued;~~in ~~(b)~~our ~~Underwriter~~internal orcontrol ~~Other~~over ~~Purchasers.~~financial ~~Such~~reporting ~~promissory~~during ~~note~~the ~~was~~period ~~issued~~covered toby ~~Reaction~~this ~~Global;~~report that ~~(c)~~have ~~Consideration.~~materially ~~Such promissory note was issued for $50~~affected,~~000~~ inor ~~cash; and (d) Exemption from Registration Claimed. These securities~~ are ~~exempt~~reasonably ~~from~~likely ~~registration under the Securities Act of 1933, as amended, pursuant~~ to ~~the~~materially ~~provisions of Section 4(a)(2) thereof~~affect, asour ainternal ~~transaction~~control ~~not~~over ~~involving~~financial ~~a public offering~~reporting. ~~This purchaser was an accredited investor.~~

23ITEM 9B. OTHER INFORMATION

2.Not ~~(a) Securities Sold~~applicable. In February 2016, a $100,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to Reaction Global; (c) Consideration. Such promissory note was issued for $100,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.

3.PART (a) Securities Sold. In June 2016, a $76,587 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to an insurance company; (c) Consideration. Such promissory note was issued in payment of certain insurance premiums; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.III

4.ITEM ~~(a) Securities Sold~~10. ~~In March 2016~~DIRECTORS, aEXECUTIVE ~~$300,000~~OFFICERS ~~principal~~AND ~~amount~~CORPORATE promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to EF2T, Inc.; (c) Consideration. Such promissory note was issued for $300,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.GOVERNANCE

5.Directors (a) Securities Sold. In May 2016, a $279,975 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to Qin Yang; (c) Consideration. Such promissory note was issued for $279,975 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.Officers

6.The ~~(a)~~following ~~Securities~~table ~~Sold.~~sets Inforth ~~June~~the 2016, a $200,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to Qin Yang; (c) Consideration. Such promissory note was issued for $200,000 in cash; officers and ~~(d)~~directors ~~Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act~~ of ~~1933,~~Heavenstone ~~as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering~~Corp. ~~This purchaser was an accredited investor.~~

Subsequent to June 30, 2016, we have issued unregistered securities not previously reported, as follows:

Name	Age	Position(s)
Jack Jie Qin	57	President, CEO and Director
William E. Sluss	62	Chief Financial Officer, Secretary/Treasurer and Director
Visman Chow	62	Director

7.Our ~~(a)~~board ~~Securities~~of ~~Sold.~~directors Inappoints ~~July~~our ~~2016,~~executive officers. aOur ~~$170,000~~directors ~~principal~~serve ~~amount~~until ~~promissory~~the ~~note~~earlier ~~was~~occurrence ~~issued;~~of ~~(b)~~the ~~Underwriter~~election orof ~~Other~~his ~~Purchasers.~~or ~~Such~~her ~~promissory~~successor ~~note~~at ~~was~~the ~~issued~~next tomeeting ~~Qin~~of ~~Yang; (c) Consideration. Such promissory note was issued for $170~~stockholders,~~000~~ death, inresignation ~~cash;~~or ~~and~~removal ~~(d)~~by ~~Exemption~~the ~~from~~board ~~Registration~~of ~~Claimed~~directors. ~~These~~Officers ~~securities~~serve ~~are~~at ~~exempt~~the ~~from~~discretion ~~registration~~of ~~under~~our ~~the~~board ~~Securities Act~~ of ~~1933,~~directors. asThere ~~amended,~~exist no ~~pursuant~~family torelationships ~~the~~between ~~provisions~~our ofofficers ~~Section~~and ~~4(a)(2)~~directors. ~~thereof,~~Information asregarding athe ~~transaction~~backgrounds ~~not~~of ~~involving~~each aof ~~public~~the ~~offering.~~officers ~~This~~and ~~purchaser~~directors is ~~was~~set anforth ~~accredited investor~~below.

8. (a) Securities Sold. In August 2016, a $100,000 principal amount promissory note was issued; (b) Underwriter or Other Purchasers. Such promissory note was issued to Qin Yang; (c) Consideration. Such promissory note was issued for $100,000 in cash; and (d) Exemption from Registration Claimed. These securities are exempt from registration under the Securities Act of 1933, as amended, pursuant to the provisions of Section 4(a)(2) thereof, as a transaction not involving a public offering. This purchaser was an accredited investor.20

9.Jack ~~(a)~~Jie ~~Securities Sold~~Qin. InSince ~~September~~July 2016, Mr. Qin has served as a ~~$270,000~~director ~~principal~~of ~~amount~~our ~~promissory~~company ~~note~~and ~~was~~as ~~issued;~~our ~~(b)~~President ~~Underwriter~~and orCEO. ~~Other~~Since ~~Purchasers~~November 2007, Mr. ~~Such~~Qin ~~promissory~~has ~~note~~served ~~was~~as ~~issued~~President, Chief toExecutive ~~Yang~~Officer ~~Cong;~~and ~~(c)~~Chairman ~~Consideration.~~of ~~Such~~the ~~promissory~~Board ~~note~~of ~~was~~Directors ~~issued~~of ~~for~~EFT ~~$270~~Holdings,~~000~~ inInc., ~~cash;~~a ~~and~~City of Industry, California-based, publicly-traded e-business company (dsymbol: EFTB) ~~Exemption~~whose ~~from~~common ~~Registration~~stock ~~Claimed.~~is ~~These~~registered ~~securities~~pursuant ~~are~~to ~~exempt~~Section ~~from~~12(g) ~~registration~~of ~~under~~ the Securities Exchange Act of 1934. ~~1933~~Since January 2004, Mr. Qin has served as ~~amended~~President of EFT BioTech, ~~pursuant~~Inc. From July 1998 to December 2002, Mr. Qin served as the ~~provisions~~President of ~~Section~~eFastTeam ~~4(a)(2)~~International, ~~thereof~~Inc. located in Los Angeles, California. From June 1992 to December 1997, he served as athe ~~transaction~~president ~~not~~of ~~involving~~LA aImport ~~public~~& ~~offering~~Export Company located in Los Angeles, California. ~~This~~In ~~purchaser~~May ~~was~~1991, Mr. Qin earned an ~~accredited~~MBA ~~investor~~from Emporia State University in Kansas. In May 1982, Mr. Qin graduated from Jiangxi Engineering Institute, located in Nanchang, China, with a major in Mechanical Engineering.

24William E. Sluss. Since October 2014, Mr. Sluss has served as Chief Financial Officer of our company, and as a director since March 2016. From August 2010 to the present, Mr. Sluss has been, and currently is, employed by of EFT Holdings, Inc. (symbol: EFTB), first as corporate controller and, since October 2012, as chief financial and accounting officer. From 2008 to 2010, Mr. Sluss served as chief financial officer of AccuForce Staffing Services, LLC, a Kingsport, Tennessee-based staffing company. Mr. Sluss earned a Bachelor of Science Degree in Accounting from the University of Virginia’s College at Wise in 1990 and is a Certified Public Accountant in the State of Virginia. Mr. Sluss has committed to working up to 10 hours per week for the benefit of our company.

~~ITEM~~Visman 6Chow. ~~SELECTED~~Since ~~FINANCIAL~~July ~~DATA~~2016, Mr. Chow has served as a director of our company. Since July 2009, Mr. Chow has served as member of the Board of Directors EFT Holdings, Inc. (symbol: EFTB). From 1993 to 2012, Mr. Chow served as the chief lending officer and a director of Universal Bank. Between 1989 and 1993 Mr. Chow was the president of Unieast Financial Corporation. From 1979 to 1989, Mr. Chow was with Union Bank, where he managed a commercial real estate portfolio of approximately $50 million.

~~Not~~Board ~~applicable.~~of Directors

~~ITEM~~During 7.the ~~MANAGEMENT'S~~fiscal ~~DISCUSSION~~year ~~AND~~ended ~~ANALYSIS~~June OF30, ~~FINANCIAL~~2017, our ~~CONDITION~~full ~~AND~~board ~~RESULTS~~of OFdirectors ~~OPERATIONS~~met on two occasions and took action by written consent in lieu of a meeting on three occasions.

~~Jumpstart Our Business Startups Act of 2012~~21

AsAudit a company with less than $1 billion in revenue during our last fiscal year, we qualify as an "emerging growth company", as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies. These provisions include:Committee

•There ~~Only~~currently ~~two~~does ~~years~~not exist an audit committee of ~~audited~~our ~~financial~~board ~~statements~~of directors. However, our current board intends to form such a committee in ~~addition~~the future and will appoint an independent director to ~~any~~serve ~~required~~on ~~unaudited~~such ~~interim~~committee who qualifies as an audit committee financial ~~statements~~expert. ~~with~~This ~~correspondingly~~person ~~reduced~~shall ~~"Management's~~be ~~Discussion~~independent (as ~~and~~that ~~Analysis~~term ofis ~~Financial~~used ~~Condition~~in ~~and~~Item ~~Results~~7(d)(3)(iv) of ~~Operations"~~Schedule ~~disclosure~~14A under the Exchange Act).

•Independence ~~Reduced~~of ~~disclosure~~Board ~~about~~of ~~our executive compensation arrangements.~~Directors

•None ~~Not~~of ~~having~~our todirectors ~~obtain~~is ~~non~~“independent”, within the meaning of definitions established by the SEC or any self-~~binding~~regulatory ~~advisory~~organization. ~~votes~~We onare ~~executive~~not ~~compensation~~currently subject to any law, rule or ~~golden~~regulation ~~parachute~~requiring ~~arrangements~~that all or any portion of our Board of Directors include “independent” directors.

•Compensation ~~Exemption from the auditor attestation requirement in the assessment~~ of ~~our internal control over financial reporting.~~Directors

WeNone ~~may take advantage~~ of these exemptions for up to five years or such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1 billion in annual revenue, we have more than $700 million in market value of our ~~stock~~current ~~held~~directors byis ~~non-affiliates,~~paid orfor his weservices ~~issue~~as ~~more than $1 billion of non-convertible debt over~~ a ~~three-year period~~director. We may choose to take advantage of some but not all of these reduced burdens. We have taken advantage of these reduced reporting burdens herein, and the information that we provide may be different than what you might get from other public companies in which you hold stock.

~~Cautionary~~Limitation ~~Statement~~of Liability and Indemnification

~~The~~Our ~~following~~Articles ~~discussion~~of ~~and~~Incorporation, ~~analysis~~as ~~should~~amended, provide bethat ~~read~~we inshall ~~conjunction~~indemnify ~~with~~ our ~~audited~~directors ~~financial~~and ~~statements~~officers ~~for~~to the ~~period~~fullest ~~from~~extent ~~July~~permitted ~~14,~~by ~~2015~~Nevada ~~(inception),~~law ~~to June 30, 2015,~~ and ~~the~~that ~~year~~none ~~ended~~of ~~June~~our ~~30,~~directors will ~~2016,~~be ~~included~~personally ~~elsewhere~~liable into ~~this~~our ~~Annual~~company ~~Report~~or onour ~~Form~~shareholders ~~10-K.~~for ~~The~~monetary ~~results~~damages ~~shown~~for ~~herein~~breach ~~are not necessarily indicative~~ of ~~the~~fiduciary ~~results~~duty toas bea ~~expected~~director, except for ~~any future periods.~~liability:

~~This~~• ~~discussion~~for ~~contains~~any ~~forward-looking~~breach ~~statements.~~of ~~These~~the ~~forward-looking statements are based on our management'~~director’s ~~current~~duty ~~expectations~~of ~~with~~loyalty ~~respect~~ to ~~future~~our ~~events,~~company ~~financial~~or performance and operating results, which statements are subject to risks and uncertainties, including, but not limited to, those discussed below and elsewhere in this prospectus. The risks and uncertainties discussed herein could cause our ~~actual results to differ from the results contemplated by these forward-looking statements.~~shareholders;

~~Basis~~• offor ~~Presentation~~acts –or ~~"True"~~omissions ~~Inception~~not ~~Date~~in good faith or that involve intentional misconduct or a knowing violation of the law;

~~While~~• ~~our~~under ~~company was incorporated in the State of~~ Nevada inlaw ~~June 2104, we undertook no activities until July 14, 2014. Due to our having less than one year of actual operations, we determined,~~ for ~~financial statement purposes, our "true" inception date to be July 14, 2014,~~ the ~~date~~unlawful payment of ~~first~~dividends; ~~activities. The following discussion, as well as the accompanying financial statements, is presented in accordance with such determination.~~or

25• for any transaction from which the director derives an improper personal benefit.

~~Background~~These provisions require us to indemnify our directors and ~~Recent~~officers ~~Developments~~unless restricted by Nevada law and eliminate our rights and those of our shareholders to recover monetary damages from a director for breach of his fiduciary duty of care as a director except in the situations described above. The limitations summarized above, however, do not affect our ability or that of our shareholders to seek non-monetary remedies, such as an injunction or rescission, against a director for breach of his fiduciary duty.

WeInsofar ~~are~~as aindemnification ~~development-stage~~for ~~company~~liabilities arising ~~that was incorporated~~ under the ~~laws~~Securities ofAct ~~the~~may ~~State~~be ofpermitted ~~Nevada~~to onour ~~June 13~~directors, ~~2014.~~officers Weand ~~intend~~controlling topersons ~~become~~pursuant ato ~~large~~the ~~real~~foregoing provisions, ~~estate~~we ~~development~~have ~~and~~been ~~construction~~advised ~~company~~that, ~~with operations~~ in the ~~luxury~~opinion ~~vineyard~~of ~~estate~~the ~~home~~SEC, ~~construction~~such ~~industry,~~indemnification ~~our~~is ~~Ranch~~against ~~Segment,~~public ~~and~~policy as expressed in the ~~hospitality~~Securities ~~industry,~~Act ~~our~~and ~~Resort~~is, ~~Segment~~therefore, unenforceable.

~~Until~~ITEM ~~such~~11. ~~time~~EXECUTIVE ~~as the results of our operations require us to do so, this discussion will not present separate segment information.~~COMPENSATION

~~Ranch~~The ~~Segment.~~following ~~Since~~table ~~our~~sets ~~inception,~~forth wecertain ~~have~~compensation information ~~acquired~~for: ~~approximately~~(i) 70each ~~acres~~person ofwho ~~unimproved~~served ~~real~~as ~~estate~~the ~~located~~chief inexecutive ~~Temecula,~~officer ~~California~~of Heavenstone Corp. Weat ~~intend~~any totime ~~construct~~since our ~~first~~inception, regardless ~~vineyard~~of ~~estate~~compensation ~~home~~level, ~~development~~and on(ii) ~~this~~each ~~land.~~of ~~However~~our other executive officers, weother dothan ~~not~~the ~~currently~~chief ~~possess~~executive ~~sufficient~~officer, ~~capital~~serving as toan ~~complete~~executive ~~these~~officer ~~objectives.~~at ~~Recently,~~any wetime ~~started~~since ~~the~~our ~~permitting~~inception. ~~process~~The ~~necessary~~foregoing topersons ~~begin~~are ~~construction~~collectively onreferred ~~our~~to ~~first~~herein ~~estate~~as ~~home~~the ~~development~~“named executive officers”. ~~See~~Compensation ~~Item~~information ~~1A.~~is ~~Risk~~shown ~~Factors~~for the years ended June 30, 2017 and 2016.

Resort Segment. We have identified one or more parcels totaling approximately 25 acres located in Temecula on which we intend to build and operate our planned Sorrento Resort, Vineyard & Winery. However, we do not have a contract to purchase this property and we do not currently possess sufficient capital to complete these objectives. See Item 1A. Risk Factors.22

~~Principal~~Summary ~~Factors~~Compensation ~~Affecting Our Financial Performance~~Table

We expect that our operating results will be primarily affected by the following factors:

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Jack Jie Qin	2017	---	---	---	---	---	---	---	---
President/CEO	2016	---	---	---	---	---	---	---	---

William E. Sluss	2017	---	---	---	---	---	---	---	---
Chief Financial Officer and Secretary/Treasurer	2016	---	---	---	---	---	---	---	---

Kong (Frank) Fan Xi	2017	---	---	---	---	---	---	---	---
Former President/CEO	2016	---	---	---	---	---	---	---	---

~~• our~~Employment ~~ability~~Contracts toand ~~obtain~~Termination ~~capital;~~of Employment and Change-in-Control Agreements

~~• our~~We ~~ability~~have tonot ~~attract~~entered ~~buyers~~into ~~for~~an employment contract with any of our ~~estate~~officers. ~~homes;~~However, if and when we obtain adequate funding, it is expected that we will enter into employment contracts with such persons, though no terms have been established.

~~• our~~We ~~ability~~have tono ~~attract~~compensatory ~~guest~~plan toor ~~our~~arrangement that ~~planned~~results ~~resort~~or ~~property;~~will ~~and~~result from the resignation, retirement or any other termination of an executive officer’s employment or from a change in control or a change in an executive officer’s responsibilities following a change in control.

~~• our~~Outstanding ~~ability~~Option toAwards ~~contain~~at ~~our~~Year ~~costs and maintain our low overhead.~~End

~~Expected~~The ~~Financial~~following ~~Performance~~table provides certain information regarding unexercised options to purchase common stock, stock options that have not vested and equity-incentive plan awards outstanding at June 30, 2017, for each named executive officer.

~~Based~~Option onAwards ~~our~~Stock ~~current~~Awards ~~business~~Name ~~plan,~~Number weof ~~expect~~Securities toUnderlying ~~incur~~Unexercised ~~operating~~Options ~~losses~~(#) ~~through~~Exercisable atNumber ~~least~~of ~~the~~Securities ~~first~~Underlying ~~quarter~~Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of ~~2017.~~Securities ~~However,~~Underlying ~~because~~Unexercised weUnearned doOptions ~~not~~(#) ~~yet~~Option ~~possess~~Exercise ~~capital~~Price to($) ~~commence~~Option ~~operations~~Expiration inDate ~~the~~Number ~~Ranch~~of ~~Segment~~Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, weUnits ~~cannot~~or ~~predict~~Other ~~whether~~Rights weThat ~~will~~Have ~~have~~Not ~~any~~Vested ~~estate~~(#) ~~home~~Equity ~~sales~~Incentive ~~prior~~Plan toAwards: ~~the~~Market ~~end~~or Payout Value of ~~such~~Unearned ~~period~~Shares, Units or Other Rights That Have Not Vested ($) Jack Jie Qin --- --- --- --- n/a --- n/a --- --- William E. Sluss --- --- --- --- n/a --- n/a --- --- Kong (Frank) Fan Xi --- --- --- --- n/a --- n/a --- --- Liu Xin --- --- --- --- n/a --- n/a --- ---

WeDirector are still required to obtain approximately $4.5 million in order to begin full-scale operations in our Ranch Segment and approximately $50 million in order to begin full-scale operations in our Resort Segment, which includes the construction of our planned resort property. There is no assurance that we will be successful in obtaining this needed funding.Compensation

~~Results~~Since our inception, no director has been compensated for his or her services as a director of ~~Operations~~our company.

For the Year Ended June 30, 2016. During the year ended June 30, 2016 (the "Current Period"), we generated no revenues and we do not expect to generate any revenues until the first quarter of 2017, at the earliest.23

~~For~~ITEM ~~the Current Period, we incurred a net loss of $(162,536)~~12. ~~Until~~SECURITY weOWNERSHIP ~~begin~~OF ~~full~~CERTAIN ~~scale~~BENEFICIAL ~~business~~OWNERS ~~operations,~~AND weMANAGEMENT ~~expect~~AND ~~our~~RELATED ~~level~~STOCKHOLDER ~~of expenses to remain at the level of the Current Period.~~MATTERS

26The following table sets forth, as of the date hereof, information regarding beneficial ownership of our capital stock by (a) each person, or group of affiliated persons, known by us to be the beneficial owner of more than five percent (5%) of any class of our voting securities; (b) each of our directors; (c) each of the named executive officers; and (d) all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying warrants and other convertible securities held by that person are deemed to be outstanding if the warrants or other convertible securities are exercisable within 60 days of the date hereof. Specifically, in the table below, it is assumed that all outstanding convertible notes and warrants will be converted and exercised, respectively, within 60 days from the date of this Annual Report. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect a person’s actual voting power at any particular date. Except as indicated in the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Unless otherwise indicated, the address for each of the shareholders in the table below is c/o Heavenstone Corp., 17800 Castleton Street, Suite 300, City of Industry, California 91748.

For the Period from July 14, 2014 (inception), to June 30, 2015. During the period from July 14, 2014 (inception), to June 30, 2015 (the "Initial Period"), we generated no revenues.

	Beneficially Owned
Name and Address of Beneficial Owner	Shares		Percent (1)
Executive officers and directors
William E. Sluss		50,000		*
All directors and executive officers, as a group (3 persons)		50,000		*
5% Owners
Astonia Group Ltd. (2) Akara Building, 24 De Castro Street Wickhams Cay I, Road Town, Tortola British Virgin Islands		70,000,000		98.37	%

~~For~~* ~~the~~Less ~~Initial~~than ~~Period, we incurred a net loss of $(291,457)~~1%. ~~Included in the $291,457 in expenses for the Initial Period are legal and professional expenses of $177,309.~~

~~Plan~~(1) ofBased ~~Operations~~on 71,159,423 shares outstanding.

~~General.~~(2) WeYang ~~require~~Cong significant funding to achieve our objectives. Sources of funding are expected to be from sources of equity or debt financing, as well as from sales of our estate homes. As with any start-up company that offers unproven products, there is nothe ~~assurance~~owner ~~that our company will be successful with any level~~ of ~~additional~~this ~~funding~~entity.

~~Currently,~~Stock wePurchase are under construction on our first estate home development. To date, we have completed the grading and are installing the off-site utilities required to provide services to the development. With respect to our approximately 50 acre property, we have completed, or still must complete, the following:Agreement

~~Completed~~In June 2014, pursuant to a stock purchase agreement, our largest shareholder, Astonia Group Ltd., purchased 70,000,000 shares of our common stock for $70,000 in cash, or $.001 per share.

~~• completed~~Stock ~~the preliminary application for the subdivision of property;~~Bonuses

~~• Successfully~~In ~~addressed~~September ~~comments~~2014, we issued a total of 250,000 shares of common stock valued at $.001 per share, or $250 in the aggregate, as bonuses to certain of our officers, to wit: a former director and ~~concerns~~our ~~from~~former ~~county~~President ~~agencies~~and ~~with~~CEO, ~~jurisdiction;~~Liu Xin, was issued 100,000 shares, our current Chief Financial Officer, William E. Sluss, was issued 50,000 shares and a former director and our former President and CEO, Kong (Frank) Fan Xi, was issued 100,000 shares.

~~• completed required environmental and physical studies with respect to property;~~24

~~• completed~~Loans ~~foundation~~from ~~level,~~Majority ~~General Plan Amendment for a change of zone and policy area;~~Shareholder

~~• completed~~Since ~~design~~our ofinception ~~tract~~in ~~map~~2014, ~~and~~we ~~submitted~~have ~~for~~obtained loans ~~approval;~~from ~~and~~our majority shareholder, as follows:

• completed initial land development hearing (county) - projected approval is February 2017.

Loan Date ^@	Loan Amount *			Interest Date			Due Date
October 2014	$	850,000	**		5	%	October 2016 #
October 2014	$	650,000			5	%	October 2016 #
December 2014	$	600,000			5	%	December 2016 #
February 2016	$	50,000			5	%	February 2018
February 2016	$	100,000			5	%	February 2018
September 2016	$	270,000	***		5	%	September 2018 #
January 2017	$	449,965	***		5	%	January 2019 #
April 2017	$	140,000	***		5	%	April 2019 #
January 2018	$	100,000			5	%	January 2020
December 2018	$	28,000			5	%	December 2020
February 2019	$	6,000			5	%	February 2021
February 2019	$	120,000			5	%	February 2021
June 2019	$	60,000			5	%	June 2021

~~Still~~@ In each loan agreement supporting the subject loan transaction, the underlying loan, when made, was collateralized with future income and receivables. On October 22, 2019, the lender released all collateral, pursuant to ~~Complete~~a novation agreement.

~~• submit~~* ~~complete~~In ~~improvement~~each ~~plans~~loan totransaction, ~~county~~we ~~for~~issued ~~review~~a ~~and~~promissory ~~approval~~note -in a ~~expected~~face ~~time~~amount ~~frame~~equal ~~for~~to ~~approval~~the isstated ~~between~~“Loan ~~four~~Amount,” ~~and~~the ~~six~~funds ~~month~~from ~~subsequent~~which towere ~~project~~used ~~approval~~by inus ~~February~~for ~~2017~~operating expenses and land development expenses.

~~• commence~~** ~~street~~We ~~and~~repaid ~~other~~$100,000 ~~property~~of ~~improvements~~principal ~~subsequent~~of tosuch ~~improvement~~loan ~~plan~~in ~~approval – approximately three months to complete;~~September 2017.

~~• record~~*** ~~final~~This ~~tract~~loan ~~map,~~was ~~upon~~made ~~completion~~personally by the owner of ~~improvements;~~our majority shareholder.

~~• submit~~# ~~grading~~Since ~~and~~September ~~building~~2019, ~~plans~~this ~~for~~loan ~~approval~~has been the subject of a default waiver agreement, ~~upon~~pursuant ~~recording~~to ~~final~~which ~~tract~~it ~~map~~is –not ~~approximately~~due ~~three~~prior ~~months~~to ~~for~~December ~~building~~31, ~~approval;~~2019.This loan was in default from its due date until September 2019.

~~• start~~Loans ~~home~~from ~~construction.~~Officers

WeIn ~~expect~~August ~~to have obtained all of the necessary permits and approvals by early 2017~~2014, atan ~~which~~officer ~~time~~loaned we$100 ~~will~~to our ~~commence~~company. ~~construction~~This ofloan ~~our~~was ~~first~~made ~~vineyard~~on ~~estate~~open ~~home.~~bank ~~However~~account, was due toon ~~the~~demand ~~nature~~and ofdid ~~this~~not ~~process,~~bear weinterest. ~~cannot~~The ~~assure~~$100 ~~you~~loan ~~that~~from wean ~~will~~officer was berepaid ~~able~~during tothe ~~accomplish~~year ~~these~~ended ~~objectives~~June by30, ~~such date~~2016.

InOur ~~addition~~President, ~~our~~Jack ~~Ranch~~Jie Segment plans to offer a wide array of personal services to the owners of the estate homes during and after their being built. Because we believe that a prompt and courteous response to an estate home purchaser's needs during construction will reduce post-closing repair costsQin, ~~enhance~~has ~~our~~made ~~reputation for high quality service and, ultimately, lead~~ loans to ~~referral business from~~ our ~~estate home purchasers~~company, ~~our personnel will be trained to provide exceptional service throughout the construction process, which service will be provided~~ as ~~part of the estate home purchase price.~~follows:

Following the completion of construction and in conjunction with the sale of homes, our company is planning to provide to purchasers of our estate homes, a wide array of personal services designed to enhance the luxury estate home lifestyle. For additional fees, the following services, among others, will be made available to estate home purchasers:

Loan Date	Loan Amount *		Interest Date			Due Date
May 2017	$	81,000		0	%	On Demand +
June 2017	$	24,000		0	%	On Demand +

27* In each loan transaction, the funds obtained were used by us for operating expenses and land development expenses.

•+ ~~Security~~This ~~Service~~loan •was ~~Vineyard~~made ~~Management~~on open account and was payable on demand; this loan was repaid during the year ended June 30, 2018.

~~• Yard Maintenance • Wine Making~~25

•Loans ~~House~~from ~~Cleaning,~~Related ~~including windows • Shopping/ Delivery Services~~Party

~~Our~~Since ~~Ranch~~our ~~Segment~~inception ~~anticipates a long-term development of properties, generally~~ in ~~increments of between 10 and 50 homes~~2014, ~~depending on the characteristics of the available properties, and to develop staff necessary to perform the planned services. On the approximately 70 acres owned by the Ranch Segment,~~ we ~~intend to construct the first 10 of our vineyard estate homes. We~~ have ~~completed a portion of the required permitting and approval process necessary to begin property improvement activities. It is anticipated that approval for our property improvements will have been~~ obtained byloans ~~the~~from end of the first quarter of 2017, with home construction beginning during the first quarter of 2017. However, we will not be able to begin full-scale operations in our Ranch Segment, unless we first obtain approximately $6 million, $1 million for the completion of the required land improvements infrastructure construction and $5 million for the completion of our first model vineyard estate home. There is no assurance that we will be able to obtain such needed capital. Any inability to so obtain needed capital would negatively impact our ability to be successful in establishing our Ranch Segment. As a ~~general~~related ~~policy~~party, ~~we do not intend to build our vineyard estate homes on speculation~~EF2T, ~~that is, we do not intend to begin construction of a vineyard estate home, unless we have entered into a final, fully-funded construction contract with a purchaser~~Inc. ~~However~~, weas ~~are currently in the process of obtaining a loan for the construction of our first model home.~~follows:

Resort Segment. Our Resort Segment has identified, but has not entered into a purchase contract for, one or more parcels totaling 25 acres of undeveloped real estate located in Temecula, California, on which we intend to construct and operate our planned Sorrento Resort, Vineyard and Winery. Currently, we do not possess adequate capital with which to complete the purchase of the identified property. To complete the purchase of this property and construction of the resort facility, we must obtain approximately $50 million in funding. Our management estimates that such $50 million would be applied in the following manner: $7.5 million for professional, consulting and broker fees and commissions; $3.0 million for pre-market advertising and marketing; $3.5 million for other pre-market costs and working capital; $2.6 million for the purchase of land; $5.0 million for land improvements and infrastructure; $6.0 million for equipment; and $22.4 million for resort building construction. There is no assurance that we will be able to secure such funding.

Loan Date ^@	Loan Amount *		Interest Date			Due Date
March 2016	$	300,000		5	%	March 2018 #
January 2017	$	100,000		5	%	January 2019 #
November 2017	$	250,000		5	%	November 2019
November 2017	$	261,728		5	%	November 2019
December 2017	$	300,000		5	%	December 2019
January 2018	$	20,000		5	%	January 2020
February 2018	$	20,000		5	%	February 2020
February 2018	$	270,000		5	%	February 2020
March 2018	$	30,000		5	%	March 2020
March 2018	$	80,000		5	%	March 2020
March 2018	$	30,000		5	%	March 2020
April 2018	$	20,000		5	%	April 2020
April 2018	$	20,000		5	%	April 2020
May 2018	$	150,000		5	%	May 2020
June 2018	$	50,000		5	%	June 2020
June 2018	$	10,000		5	%	June 2020
July 2018	$	150,000		5	%	July 2020
September 2018	$	100,000		5	%	September 2020
October 2018	$	50,000		5	%	October 2020
November 2018	$	10,000		5	%	November 2020
November 2018	$	5,000		5	%	November 2020
December 2018	$	20,000		5	%	December 2020
February 2019	$	20,000		5	%	February 2021
March 2019	$	10,000		5	%	March 2021
April 2019	$	18,000		5	%	April 2021
April 2019	$	25,000		5	%	April 2021
April 2019	$	50,000		5	%	April 2021
May 2019	$	20,000		5	%	May 2021

~~Liquidity~~@ In each loan agreement supporting the subject loan transaction, the underlying loan, when made, was collateralized with future income and receivables. On October 22, 2019, the lender released all collateral, pursuant to a novation agreement.

~~For~~* ~~the~~In ~~Year~~each ~~Ended~~loan ~~June 30~~transaction, ~~2016.~~we Atissued ~~June~~a ~~30,~~promissory ~~2016,~~note wein a ~~had~~face aamount ~~working~~equal ~~capital~~to ~~deficit~~the ofstated $2“Loan Amount,~~270,961~~” ~~and~~the ~~cash~~funds offrom ~~$52,592.~~which ~~Currently,~~were weused ~~possess~~by ~~approximately~~us ~~$315,000~~for inoperating ~~cash~~expenses and land development expenses.

~~Loans~~# ~~from~~Since ~~Related~~September ~~Parties~~2019, ~~and~~this ~~Third~~loan ~~Parties.~~has Inbeen ~~2016,~~the wesubject ~~obtained~~of ~~the~~a default ~~following~~waiver ~~loans~~agreement, ~~from~~pursuant ~~related~~to ~~parties~~which ~~and~~it ~~from~~is ~~third~~not ~~parties,~~due asprior ~~follows~~to December 31, as2019.This ~~follows:~~loan was in default from its due date until September 2019.

•Loans In February 2016, we obtained a loan in the amount of $50,000 pursuant to a loan agreement and delivered a promissory note, face amount $50,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in February 2018. The proceeds from ~~this~~Officer’s ~~loan were used by us for operating expenses.~~Family

•Since Inour ~~February~~inception ~~2016~~in 2014, we have obtained loans afrom ~~loan in~~ the ~~amount~~family of ~~$100,000~~one ~~pursuant to a loan agreement and delivered a promissory note, face amount $100,000, in consideration~~ of ~~such~~our ~~loan. Unpaid principal on such loan bears interest at 5% per annum~~officers, ~~with~~as ~~principal and accrued interest due in February 2018. The proceeds from this loan were used by the Company for operating expenses.~~follows:

Loan Date ^@	Loan Amount *		Interest Date			Due Date
May 2016	$	279,975		5	%	May 2018 #
June 2016	$	200,000		5	%	June 2018 #
July 2016	$	170,000		5	%	July 2018 #
August 2016	$	100,000		5	%	August 2018 #
July 2017	$	140,000		5	%	July 2019
September 2017	$	100,000		5	%	September 2019
December 2018	$	30,000		5	%	December 2020

•@ In ~~March~~each ~~2016,~~loan weagreement ~~obtained~~supporting athe subject loan intransaction, the ~~amount~~underlying ~~of $300,000 pursuant to a~~ loan ~~agreement and delivered a promissory note~~, ~~face~~when ~~amount $300~~made,~~000,~~ inwas ~~consideration~~collateralized ~~of such loan. Unpaid principal on such loan bears interest at 5% per annum,~~ with ~~principal~~future income and ~~accrued interest due in March 2018~~receivables. ~~The~~On ~~proceeds~~October ~~from~~22, ~~this~~2019, the ~~loan~~lender ~~were~~released ~~used~~all bycollateral, ~~the~~pursuant ~~Company~~to ~~for~~a ~~operating~~novation ~~expenses~~agreement.

•* In ~~May~~each ~~2016, we obtained a~~ loan ~~in the amount of $279~~transaction,~~975~~ ~~pursuant~~we toissued a ~~loan agreement and delivered a~~ promissory note, in a face amount ~~$279,975,~~equal into ~~consideration~~the ofstated ~~such~~“Loan ~~loan. Unpaid principal on such loan bears interest at 5% per annum~~Amount,” ~~with~~the ~~principal~~funds ~~and accrued interest due in May 2018. The proceeds~~ from ~~this~~which ~~loan~~ were used by ~~the~~us ~~Company~~ for operating expenses.

•# InSince ~~June~~September ~~2016~~2019, wethis ~~obtained a~~ loan inhas been the ~~amount~~subject of ~~$200~~a default waiver agreement,~~000~~ pursuant to awhich ~~loan~~it ~~agreement~~is ~~and~~not ~~delivered~~due aprior ~~promissory~~to ~~note,~~December ~~face amount $200~~31,~~000,~~ ~~in consideration of such loan~~2019.This ~~Unpaid principal on such~~ loan ~~bears~~was ~~interest at 5% per annum, with principal and accrued interest due~~ in ~~June~~default ~~2018. The proceeds~~ from ~~this~~its ~~loan~~due ~~were~~date until ~~used~~September ~~by the Company for operating expenses~~2019.

~~Without these loans, we would have been unable to continue our operations.~~26

AsGuaranty of ~~June 30, 2016, the total outstanding principal balance on the foregoing loans was $929,975, with another $184,832 in accrued and unpaid interest.~~Director

In ~~addition,~~connection inwith ~~February~~our ~~2016,~~purchase weof ~~delivered~~approximately 50 aacres ~~promissory~~located ~~note~~in Temecula, ~~face amount $76~~California,~~587,~~ inone ~~payment~~ of ~~certain~~our ~~insurance~~former ~~premiums~~directors, ~~associated~~Liu ~~with~~Xin, anpersonally ~~officers'~~guaranteed ~~and~~our ~~directors~~company's ~~insurance~~performance under ~~policy~~a ~~obtained~~$750,000 bypromissory ~~us.~~note ~~Unpaid~~issued ~~principal~~to onthe ~~such~~selling ~~loan bears interest at 6~~party.~~95%~~ ~~per annum~~Ms. ~~Repayment~~Liu ofwas ~~this~~paid ~~promissory~~no ~~note~~compensation isby tous befor ~~made~~such inpersonal ~~ten~~guaranty. Recently, ~~equal~~our ~~monthly~~President ~~payments~~and ~~of $7~~CEO,~~904.80,~~ ~~beginning~~Jack inQin, ~~March~~replaced ~~2016~~Ms. AsLiu ofas the ~~date~~guarantor of ~~this~~such ~~Annual~~promissory ~~Report,~~note. weMr. ~~have~~Qin ~~made~~was ~~all~~paid ~~payments~~no ~~under~~compensation by ~~this~~us ~~promissory~~for ~~note~~such inpersonal ~~a timely manner~~guaranty.

~~Loans~~Director ~~from Related Parties~~ and ~~Third~~Officer ~~Parties. Subsequent to June 30, 2016. Since June 30, 2016, we have obtained the following loans from one of our officers:~~Indemnification

•Our Inamended ~~July~~and ~~2016,~~restated wecertificate ~~obtained a loan in the amount~~ of incorporation ~~$170,000~~contains ~~pursuant~~provisions tolimiting aliability ~~loan agreement and delivered a promissory note, face amount $170,000, in consideration~~ of ~~such loan~~directors. ~~Unpaid~~In ~~principal~~addition, onwe ~~such~~have ~~loan~~entered ~~bears~~into ~~interest~~agreements atto 5%indemnify ~~per~~our directors ~~annum,~~and ~~with~~officers ~~principal~~to ~~and~~the ~~accrued~~fullest ~~interest~~extent ~~due~~permitted inunder ~~July~~Nevada ~~2018~~law. ~~The~~See ~~proceeds~~Item ~~from~~10. ~~this~~Directors, ~~loan~~Executive ~~were~~Officers ~~used~~and ~~by us for operating expenses~~Corporate Governance.

•ITEM ~~In August 2016, we obtained a loan in the amount of $100,000 pursuant to a loan agreement and delivered a promissory note, face amount $100,000, in consideration of such loan~~14. ~~Unpaid~~PRINCIPAL ~~principal~~ACCOUNTANT onFEES ~~such~~AND ~~loan bears interest at 5% per annum, with principal and accrued interest due in August 2018. The proceeds from this loan were used by us for operating expenses.~~SERVICES

•The Infollowing ~~September~~table ~~2016,~~sets weforth ~~obtained~~fees abilled to ~~loan~~us inby our auditors during the ~~amount~~fiscal ofyears ~~$270~~ended June 30,~~000~~ ~~pursuant~~2017 toand a2016, ~~loan~~for: ~~agreement~~(i) services rendered for the audit of our annual financial statements and ~~delivered~~the areview ~~promissory~~of ~~note,~~our ~~face~~quarterly ~~amount~~financial ~~$270~~statements,~~000,~~ in(ii) ~~consideration~~services ofby ~~such~~our ~~loan.~~auditors ~~Unpaid~~that ~~principal~~are onreasonably ~~such~~related to ~~loan~~the ~~bears~~performance ~~interest~~of atthe 5%audit ~~per~~or ~~annum,~~review ~~with~~of ~~principal~~our financial statements and ~~accrued~~that ~~interest~~are ~~due~~not reported as Audit Fees, (iii) services rendered in ~~September~~connection ~~2018.~~with ~~The~~tax ~~proceeds~~compliance, ~~from~~tax ~~this~~advice ~~loan~~and ~~were~~tax ~~used~~planning byand us(iv) all other fees for ~~operating~~services ~~expenses~~rendered.

Without these loans, we would have been unable to continue our operations.

	Year Ended June 30, 2017		Year Ended June 30, 2016
Audit Fees	$	16,000	$	7,000
Audit related fees	$	0	$	0
Tax	$	0	$	0
All other fees	$	0	$	0

~~For~~ITEM ~~the~~15. ~~Period from July 14~~EXHIBITS, ~~2014~~FINANCIAL ~~(inception),~~STATEMENT ~~to June 30, 2015.~~SCHEDULES

~~Loans~~The ~~from~~following ~~Majority~~documents ~~Shareholder.~~are Infiled ~~2014,~~as wepart of ~~obtained~~this ~~three separate loans from our majority shareholder, as follows~~Report:

291. Financial Statements

• InReport ~~October~~of ~~2014,~~Independent weRegistered ~~obtained~~Public aAccounting ~~loan~~Firm in• ~~the~~Consolidated ~~amount~~Balance Sheets as of ~~$850~~June 30,~~000~~ ~~pursuant~~2017 toand a2016 ~~loan~~• ~~agreement~~Consolidated ~~and~~Statements ~~delivered~~of aOperations ~~promissory~~for ~~note,~~the ~~face~~Fiscal ~~amount~~Years ~~$850,000,~~Ended inJune ~~consideration~~30, of2017 ~~such~~and ~~loan.~~2016 ~~Unpaid~~• ~~principal~~Consolidated onStatements ~~such~~of ~~loan~~Changes ~~bears~~in ~~interest~~Stockholders’ atDeficit 5%for ~~per~~the ~~annum,~~Fiscal ~~with~~Years ~~principal~~Ended ~~and~~June ~~accrued~~30, ~~interest~~2017 ~~due~~and in2016 ~~October~~• ~~2016.~~Consolidated ~~The~~Statements ~~proceeds~~of ~~from~~Cash ~~this~~Flows ~~loan~~for ~~were~~the ~~used~~Fiscal byYears usEnded toJune ~~purchase~~30, ~~approximately~~2017 50and ~~acres~~2016 of• ~~land~~Notes into ~~Temecula,~~Consolidated ~~California.~~Financial Statements

~~• In October 2014, we obtained a loan in the amount of $650,000 pursuant to a loan agreement and delivered a promissory note, face amount $650,000, in consideration of such loan~~2. ~~Unpaid~~Financial ~~principal~~Statement on such loan bears interest at 5% per annum, with principal and accrued interest due in October 2016. The proceeds from this loan were used by us to purchase approximately 10 acres of land in Temecula, California.Schedules

•Other Inschedules ~~December~~and ~~2014,~~exhibits weare omitted ~~obtained~~because ~~a loan in~~ the ~~amount~~required ofinformation ~~$600,000~~either ~~pursuant~~is tonot aapplicable ~~loan~~or ~~agreement~~is ~~and~~shown ~~delivered a promissory note, face amount $600,000,~~ in ~~consideration~~the offinancial ~~such~~statements ~~loan.~~or ~~Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in December 2016. The proceeds from this loan were used by~~ the ~~Company~~notes ~~to purchase approximately 10 acres of land in Temecula, California~~thereto.

~~Without these loans from our majority shareholder, we would have been unable to acquire our current properties.~~27

As3. ofExhibits ~~June~~Required ~~30,~~to ~~2016,~~be ~~the~~Filed ~~total~~by ~~outstanding~~Item ~~principal~~601 ~~balance~~of onRegulation ~~loans from the Company's majority shareholder was $2,100,000, with another $184,832 in accrued and unpaid interest.~~S-K

Other Financing. In connection with our purchase of 50 acres of land in Temecula, California, we issued a $750,000 face amount promissory note to the third-party seller of the land. The unpaid principal balance of such promissory note bears interest at 5% per annum, with payments of $3,125 due monthly until the entire principal balance has been paid. This promissory note is secured by a deed of trust in favor of the selling party.

Exhibit No.		Description
21.1*		Subsidiaries of Registrant.
31.1*		Certification as Adopted Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002.
31.2*		Certification as Adopted Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002.
32*		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**		XBRL Instance Document.
101.SCH **		XBRL Schema Document.
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB **		XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document.

~~Working~~* ~~Capital.~~filed ~~At June 30, 2016, we had a working capital deficit of $2,270,961 and cash of $52,592, compared to our positive working capital position of $104,777 and cash of $271,101, at June 30, 2015~~herewith. ~~Through June 30, 2016, we had sold a total of 70,909,423 shares of our common stock for cash, as follows:~~

~~• 70,000,000~~** ~~shares~~furnished ~~of our common stock for $70,000, or $~~herewith.~~001 per share, in cash.~~

~~• 430,000~~XBRL ~~shares~~(Extensible Business Reporting Language) information is furnished and not filed or a part of ~~our~~a ~~common~~registration ~~stock~~statement or prospectus for $2purposes of Sections 11 or 12 of the Securities Act of 1933,~~150~~ as amended, oris ~~$.005~~deemed ~~per~~not ~~share~~filed for purposes of Section 18 of the Securities Exchange Act of 1934, as inamended, ~~cash~~and otherwise is not subject to liability under these sections.

~~• 287,078 shares of our common stock for $143,539, or $.50 per share, in cash.~~28

~~• 192,345 shares of our common stock for $192,345, or $1.00 per share, in cash.~~SIGNATURES

WePursuant ~~are currently pursuing $54.5 million in additional funding. With $4.5 million of such funding, our Ranch Segment would be in a position~~ to ~~complete~~the ~~required~~requirements ~~land improvements and infrastructure construction and, with $50 million~~ of ~~such~~Section 13 ~~funding, our Resort Segment would be in a position to acquire the identified parcel~~ or ~~parcels~~15(d) ~~totaling approximately 25 acres~~ of ~~Temecula property, construct~~ the ~~resort~~Securities ~~facility~~Exchange ~~and~~Act ~~begin operations~~ of ~~Sorrento Resort~~1934, ~~Vineyard~~the ~~and~~Registrant ~~Winery.~~has Weduly ~~are~~caused ~~actively pursuing~~ this ~~funding,~~Annual ~~with~~Report ~~a current focus~~ on ~~potential~~Form ~~foreign~~10-K ~~sources~~to ~~located~~be ~~throughout~~signed on ~~the~~November ~~world~~25, ~~including the Republic of China (Taiwan)~~2019, ~~where~~on ~~our~~its ~~management~~behalf ~~has~~by ~~significant~~the ~~contacts. While we would prefer to obtain funds through private sales of our equity securities~~undersigned, itthereunto isduly ~~possible that funds would be obtained through loans or a combination of loans and sales of equity securities~~authorized.

AsHEAVENSTONE ~~of the date of this Annual Report on Form 10-K, however, we have not obtained any commitments from any person that would have our company obtaining needed capital~~CORP. ~~There~~By: is/s/ noJack ~~assurance~~Jie ~~that~~Qin weJack ~~will~~Jie ~~ever~~Qin ~~obtain~~President ~~capital~~and ~~in amounts as would allow our Resort Segment to pursue its plan of business.~~CEO

30Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed on November 25, 2019, by the following persons on behalf of the Registrant, in the capacities indicated:

~~Profits~~/s/ ~~from~~Jack ~~sales~~Jie ofQin ~~our~~Jack ~~vineyard~~Jie ~~estate~~Qin ~~homes~~President ~~will~~and ~~serve~~CEO as(principal ~~another~~executive ~~source~~officer) ofand ~~capital~~Director ~~with~~/s/ ~~which~~William toE. ~~further~~Sluss ~~our~~William ~~business development~~E. ~~There~~Sluss isChief noFinancial ~~assurance~~Officer ~~that~~(principal wefinancial ~~will~~officer), beSecretary/Treasurer ~~successful~~and inDirector ~~our~~/s/ ~~efforts~~Visman toChow ~~sell~~Visman ~~vineyard~~Chow ~~estate homes. See Item 1A. Risk Factors.~~Director

ToSUPPLEMENTAL ~~sustain~~INFORMATION ~~our~~TO ~~current~~BE ~~operations,~~FURNISHED weWITH ~~obtained~~REPORTS ~~loans~~FILED PURSUANT inTO ~~the~~SECTION ~~total amount of $929,975, during the final six months of the Current Period. These loans accrue interest at 5% per annum, with principal and accrued interest due in February 2018~~ 15(~~as to $150,000~~D), ~~March~~OF ~~2018~~THE ~~(as~~ACT toBY ~~$300,000),~~REGISTRANTS ~~May~~WHICH ~~2018~~HAVE ~~(as~~NOT toREGISTERED ~~$279,975)~~SECURITIES ~~and~~PURSUANT ~~June~~TO ~~2018~~SECTION ~~(as~~12 toOF ~~$200,000)~~THE ACT.

~~Cash Flows.~~29

~~Operating~~REPORT ~~Activities.~~OF ~~During~~INDEPENDENT ~~the~~REGISTERED ~~Current~~PUBLIC ACCOUNTING Period, we used $311,516 in our operating activities. We expect that, until we commence full-scale operations, operations will use a similar amount of cash during future fiscal years. For the Initial Period, we used $144,129 in our operating activities.FIRM

~~Investing~~To ~~Activities. During~~ the ~~Current~~Shareholders ~~Period,~~and weBoard ~~used~~of ~~$799,127~~Directors ~~in our investing activities, which was for land development costs. During the Initial Period, we used $2,086,122 in our investing activities for purchases~~ of ~~land~~Heavenstone ~~and for office furniture and equipment~~Corp.

~~Financing~~Opinion ~~Activities.~~on ~~During~~ the ~~Current~~Financial Period, our financing activities provided $892,134 in cash, all of which was proceeds of loans from third parties and related parties. During the Initial Period, our financing activities provided $2,501,352 in cash, $401,502 of which we received from private sales of our common stock and $2,100,000 of which we received as loans from our majority shareholder.Statements

~~Contractual~~We ~~Obligations~~have audited the accompanying consolidated balance sheets of Heavenstone Corp. and its subsidiary (collectively, the “Company”) as of June 30, 2017 and 2016, and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2017 and 2016, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Monthly~~Going ~~Payment~~Concern Obligations. We have entered into one significant long-term obligation that require us to make monthly cash payments. In connection our purchase of 50 acres of land in Temecula, California, we issued a $750,000 face amount promissory note to the third-party seller of the land. The unpaid principal balance of such promissory note bears interest at 5% per annum, with payments of $3,125 due monthly until the entire principal balance has been paid. This promissory note is secured by a deed of trust in favor of the selling party.Matter

~~Balloon~~The ~~Payment~~accompanying ~~Obligations~~financial statements have been prepared assuming that the Company will continue as a going concern. InAs ~~2014~~discussed in Note 2 to the financial statements, wethe Company ~~obtained~~has ~~three~~suffered ~~separate~~recurring ~~loans~~losses from ~~our~~operations ~~majority~~and ~~shareholder,~~has a net capital deficiency that raises substantial doubt about its ability to continue as ~~follows:~~a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

•Basis Infor October 2014, we obtained a loan in the amount of $850,000 pursuant to a loan agreement and delivered a promissory note, face amount $850,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in October 2016. The proceeds from this loan were used by us to purchase approximately 50 acres of land in Temecula, California.Opinion

•These Infinancial ~~October~~statements ~~2014,~~are wethe ~~obtained~~responsibility of athe ~~loan~~Company’s inmanagement. ~~the~~Our ~~amount~~responsibility ofis ~~$650,000~~to ~~pursuant~~express toan aopinion ~~loan~~on ~~agreement~~the ~~and~~Company’s ~~delivered~~financial astatements ~~promissory~~based on ~~note,~~our ~~face~~audit. ~~amount~~We ~~$650,000,~~are ina ~~consideration~~public ofaccounting ~~such~~firm ~~loan.~~registered ~~Unpaid~~with ~~principal~~the onPublic ~~such~~Company ~~loan~~Accounting ~~bears~~Oversight ~~interest~~Board at(United 5%States) ~~per~~("PCAOB") and ~~annum,~~are ~~with~~required ~~principal~~to ~~and~~be ~~accrued~~independent ~~interest~~with ~~due~~respect to the Company in ~~October~~accordance ~~2016.~~with ~~The~~the ~~proceeds~~U.S. ~~from~~federal ~~this~~securities ~~loan~~laws ~~were~~and ~~used~~the byapplicable rules usand toregulations ~~purchase~~of ~~approximately~~the 10Securities ~~acres~~and ofExchange ~~land~~Commission inand ~~Temecula,~~the ~~California~~PCAOB.

•We Inconducted ~~December~~our ~~2014,~~audits in accordance with the standards of the PCAOB. Those standards require that we ~~obtained~~plan aand ~~loan~~perform inthe audit to obtain reasonable assurance about whether the ~~amount~~financial statements are free of ~~$600~~material misstatement,~~000~~ ~~pursuant~~whether due to aerror ~~loan~~or ~~agreement~~fraud. ~~and~~The ~~delivered~~Company ais ~~promissory~~not ~~note~~required to have, nor ~~face~~were ~~amount~~we ~~$600~~engaged to perform,~~000,~~ inan ~~consideration~~audit of ~~such~~its ~~loan~~internal control over financial reporting. ~~Unpaid~~As ~~principal~~part onof ~~such~~our ~~loan~~audit ~~bears~~we ~~interest~~are atrequired to 5%obtain ~~per~~an ~~annum,~~understanding ~~with~~of ~~principal~~internal ~~and~~control ~~accrued~~over ~~interest~~financial ~~due~~reporting inbut ~~December~~not ~~2016.~~for ~~The~~the ~~proceeds~~purpose ~~from~~of ~~this~~expressing ~~loan~~an ~~were~~opinion ~~used~~on bythe effectiveness of the Company's tointernal ~~purchase~~control ~~approximately~~over 10financial ~~acres~~reporting. ofAccordingly, ~~land~~we inexpress ~~Temecula,~~no ~~California~~such opinion.

31Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Loans~~/s/ ~~During~~MaloneBailey, ~~2016~~LLP www.malonebailey.com ~~During~~We ~~the~~have ~~year~~served ~~ended~~as ~~June 30, 2016, we obtained~~ the ~~following~~Company's ~~loans~~auditor ~~from~~since ~~related~~2014. ~~parties~~Houston, ~~and~~Texas ~~from~~November ~~third parties~~21, ~~as follows:~~2019

• In February 2016, we obtained a loan in the amount of $50,000 pursuant to a loan agreement and delivered a promissory note, face amount $50,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in February 2018. The proceeds from this loan were used by us for operating expenses.30

•HEAVENSTONE ~~In February 2016, we obtained a loan in the amount of $100,000 pursuant to a loan agreement and delivered a promissory note, face amount $100,000, in consideration of such loan~~CORP. CONSOLIDATED ~~Unpaid~~BALANCE ~~principal on such loan bears interest at 5% per annum, with principal and accrued interest due in February 2018. The proceeds from this loan were used by us for operating expenses.~~SHEETS

• In March 2016, we obtained a loan in the amount of $300,000 pursuant to a loan agreement and delivered a promissory note, face amount $300,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in March 2018. The proceeds from this loan were used by us for operating expenses.

	June 30, 2017			June 30, 2016
ASSETS
Current assets
Cash and cash equivalents	$	360		$	52,592
Prepaid and other current assets		16,850			156,340
Total current assets		17,210			208,932
Fixed assets
Land and land development cost		6,355,555			3,888,846
Office furniture and equipment, net		6,790			9,599
Total fixed assets		6,362,345			3,898,445
Total assets	$	6,379,555		$	4,107,377
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accrual - bank overdraft	$	71,603		$	---
Accounts payable		166,440			155,538
Interest payable		372,609			185,509
Loan from officer		105,000			---
Short-term notes payable		---			38,846
Short-term related party debt		3,029,975			2,100,000
Total current liabilities		3,745,627			2,479,893
Non-current liabilities
Long-term related party debt		1,229,965			629,975
Long-term notes payable		1,500,000			1,050,000
Total non-current liabilities		2,729,965			1,679,975
Total liabilities		6,475,592			4,159,868
Stockholders’ deficit
Preferred stock, $.0001 par value: 50,000,000 shares authorized; zero and zero shares issued and outstanding at June 30, 2017 and 2016, respectively		---			---
Common stock, $.0001 par value: 200,000,000 shares authorized; 71,159,423 shares and 71,159,423 shares issued and outstanding at June 30, 2017 and 2016, respectively		7,116			7,116
Additional paid-in capital		394,386			394,386
Accumulated deficit		(610,888	)		(453,993	)
Total Heavenstone Corp. stockholders’ deficit		(209,386	)		(52,491	)
Non-controlling interest		113,349			---
Total stockholders’ deficit		(96,037	)		(52,491	)
Total liabilities and stockholders’ deficit	$	6,379,555		$	4,107,377

•The Inaccompanying ~~May~~notes ~~2016,~~are wean ~~obtained~~integral apart ~~loan in the amount~~ of ~~$279,975~~these ~~pursuant~~consolidated tofinancial ~~a loan agreement and delivered a promissory note, face amount $279,975, in consideration of such loan~~statements. ~~Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in May 2018. The proceeds from this loan were used by us for operating expenses.~~

• In June 2016, we obtained a loan in the amount of $200,000 pursuant to a loan agreement and delivered a promissory note, face amount $200,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in June 2018. The proceeds from this loan were used by us for operating expenses.31

~~Without~~HEAVENSTONE ~~these~~CORP. CONSOLIDATED ~~loans,~~STATEMENTS weOF ~~would have been unable to continue our operations.~~OPERATIONS

Since June 30, 2016, we have obtained the following loans from related parties and from third parties, as follows:

	For the Year Ended June 30, 2017			For the Year Ended June 30, 2016
Operating expenses:
General and administrative expenses	$	107,796		$	145,064
Operating loss		(107,796	)		(145,064	)
Interest expense		(51,912	)		(17,472	)
Net loss		(159,708	)		(162,536	)
Less: Net loss attributable to non-controlling interest		2,813			---
Net loss attributable to Heavenstone Corp.	$	(156,895	)	$	(162,536	)
Net loss per common share:
Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding:
Basic and diluted		71,159,423			71,159,423

•The Inaccompanying notes ~~July~~are ~~2016,~~an weintegral ~~obtained~~part ~~a loan in the amount~~ of ~~$170,000~~these ~~pursuant~~consolidated tofinancial ~~a loan agreement and delivered a promissory note, face amount $170,000, in consideration of such loan~~statements. ~~Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in July 2018. The proceeds from this loan were used by us for operating expenses.~~

• In August 2016, we obtained a loan in the amount of $100,000 pursuant to a loan agreement and delivered a promissory note, face amount $100,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in August 2018. The proceeds from this loan were used by us for operating expenses.32

•HEAVENSTONE ~~In September 2016, we obtained a loan in the amount of $270,000 pursuant to a loan agreement and delivered a promissory note, face amount $270,000, in consideration of such loan~~CORP. ~~Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in September 2018. The proceeds from this loan were used by us for operating expenses.~~

~~Without~~CONSOLIDATED ~~these~~STATEMENTS ~~loans,~~OF weCHANGES ~~would~~IN ~~have~~STOCKHOLDERS’ ~~been unable to continue our operations.~~DEFICIT

32For the Years Ended June 30, 2017 and 2016

Critical Accounting Policies

	Common Stock, $.0001 par value				Additional Paid-in		Accumulated			Non- controlling			Total Stockholders’ Equity
	Shares		Amount		Capital		Deficit			Interest			(Deficit)
Balance, June 30, 2015		71,159,423	$	7,116	$	394,386	$	(291,457	)	$	---		$	110,045
Net loss		---		---		---		(162,536	)		---			(162,536	)
Balance, June 30, 2016		71,159,423		7,116		394,386		(453,993	)		---			(52,491	)
Non-controlling interest		---		---		---		---			116,162			116,162
Net loss		---		---		---		(156,895	)		(2,813	)		(159,708	)
Balance, June 30, 2017		71,159,423	$	7,116	$	394,386	$	(610,888	)	$	113,349		$	(96,037	)

~~Our~~The ~~critical~~accompanying ~~accounting~~notes ~~policies, including the assumptions and judgments underlying them,~~ are ~~disclosed~~an inintegral ~~the~~part of ~~notes~~these toconsolidated ~~our~~ financial statements ~~included in this prospectus~~. We have consistently applied these policies in all material respects. We do not believe that our operations to date have involved uncertainty of accounting treatment, subjective judgment or estimates, to any significant degree.

~~Uncertainties and Trends~~33

WeHEAVENSTONE ~~do not currently possess sufficient cash to commence full-scale business operations~~CORP. ~~In the future, our operations and revenues will be dependent upon the following factors, among others:~~

•CONSOLIDATED ~~whether~~STATEMENTS weOF ~~obtain~~CASH ~~sufficient~~FLOWS ~~capital;~~

• whether our Ranch Segment successfully attracts purchasers of vineyard estate homes;

	For the Year Ended June 30, 2017			For the Year Ended June 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(159,708	)	$	(162,536	)
Adjustments to reconcile net loss to cash used in operating activities:
Impairment expense		---			4,000
Depreciation expense		2,809			2,809
Changes in operating assets and liabilities:
Prepaid and other current assets		139,490			(79,503	)
Accounts payable		(31,835	)		(55,421	)
Interest payable		1,538			(20,865	)
Net cash used in operating activities		(47,706	)		(311,516	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of land and land development costs		(1,300,645	)		(799,127	)

Net cash used in investing activities		(1,300,645	)		(799,127	)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings on loans from related parties		1,334,965			629,975
Repayments on loans to related parties		---			(100	)
Borrowings on loans from third parties		---			300,000
Repayments on loans to third parties		(38,846	)		(37,741	)
Net cash provided by financing activities		1,296,119			892,134
NET DECREASE IN CASH		(52,232	)		(218,509	)
Cash, beginning of year		52,592			271,101
Cash, end of year	$	360		$	52,592

Non-cash investing the financing activities
Capitalized interest to land development cost	$	185,562		$	137,201
Land development costs incurred on credit	$	114,340		$	113,658
Third-party notes issued for land purchase	$	750,000		$	---

Promissory note issued for premium on insurance	$	---		$	76,587
Land acquisition costs directly by non-controlling interest	$	116,162		$	---
Supplemental disclosure of cash flow information
Cash paid for income taxes	$	---		$	---
Cash paid for interest	$	50,374		$	38,337

•The ~~whether~~accompanying notes ~~our~~are ~~Ranch~~an ~~Segment~~integral ~~competes~~part ~~effectively~~of inthese ~~the~~consolidated ~~severely~~financial ~~competitive real estate development and home construction industries; and~~statements.

~~• whether our Resort Segment, once established, competes effectively in the highly competitive hospitality industry.~~34

~~There~~HEAVENSTONE ~~is no assurance that our company will be able to accomplish our objectives~~CORP. ~~Our failure to do so would likely cause purchasers of our common stock to lose their entire investments in our company.~~

~~Inflation~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Inflation~~June ~~can be expected to have an impact on our operating costs. A prolonged period of inflation could cause interest rates~~30, wages and other costs to increase which would adversely affect our results of operations. In the current economic and political climate, no predictions can be made with respect to the future effects of inflation on our business.2017

~~Off-Balance~~NOTE ~~Sheet~~1. ~~Arrangements~~THE COMPANY

WeHeavenstone doCorp. ~~not~~(the ~~have~~“Company”) ~~any~~was ~~off-balance sheet arrangements that would have any current or future effect~~ incorporated on ~~our~~June ~~financial~~13, ~~condition~~2014, ~~changes~~ in ~~financial~~the ~~condition,~~State ~~revenues~~of orNevada ~~expenses,~~and ~~results~~established ofa ~~operations,~~fiscal ~~liquidity,~~year ~~capital~~end ~~expenditures~~of orJune ~~capital resources~~30.

~~Capital~~Plan ~~Expenditures~~of Business

~~During~~Through December 2016, the ~~Current~~Company’s ~~Period~~focus was to become a large real estate development and construction company centered in the Temecula, ~~our~~California ~~capital~~area. ~~expenditures~~Beginning ~~were~~in ~~$799~~January 2017,~~127~~ the Company began to concentrate more on engaging in the hospitality industry. However, ~~all~~the ofCompany ~~which~~continues ~~was~~to ~~for~~participate ~~land~~in the real estate development ~~costs~~and home building industries.

~~During~~NOTE ~~the Initial Period, our capital expenditures were $~~2~~,856,860,~~. ~~$14,407~~GOING ~~of which was for office furniture and equipment and $2,842,860 of which was for the purchase of land and land development costs.~~CONCERN

~~Should~~These weconsolidated befinancial ~~successful~~statements inhave ~~obtaining~~been ~~the~~prepared ~~$50~~on a ~~million~~going ~~needed~~concern ~~for~~basis, ~~our~~which ~~Resort~~implies ~~Segment~~the Company will continue to ~~commence~~realize ~~full-scale~~its ~~operations~~assets and~~/or~~ ~~should~~discharge ~~our~~its ~~Ranch~~liabilities ~~Segment~~in ~~obtain~~the ~~approximately~~normal course $4of business.5 ~~million~~During ~~for~~the ~~required~~year ~~land~~ended ~~improvements~~June 30, 2017, the Company has an accumulated deficit, a working capital deficit and no ~~infrastructure~~revenues. ~~construction~~The orcontinuation ~~experience~~of ~~significant~~the ~~sales~~Company as a going concern is dependent upon the company's continued financial support from its shareholders, the ability of ~~our~~the ~~vineyard~~Company ~~estate~~to ~~homes~~obtain necessary equity financing to continue operations, itand ~~can~~the beattainment ~~expected~~of profitable ~~that~~operations. weThese ~~would~~factors ~~make~~raise ~~significant~~substantial ~~capital~~doubt ~~expenditures~~regarding the Company’s ability to continue as a going concern. These ~~However,~~financial ~~due~~statements do not include any adjustments to the ~~uncertainty~~recoverability ~~associated~~and ~~with~~classification ~~our~~of ~~obtaining~~recorded ~~capital,~~asset weamounts ~~cannot~~and classification ~~predict~~of liabilities that might be necessary should the ~~exact~~Company ~~amount~~be orunable ~~timing~~to ofcontinue ~~these~~as ~~potential~~a ~~capital~~going ~~expenditures~~concern.

~~ITEM~~The ~~7A.~~Company ~~QUANTITATIVE~~intends ~~AND~~to ~~QUALITATIVE~~fund ~~DISCLOSURES~~operations ~~ABOUT~~through ~~MARKET~~equity ~~RISK~~and debt financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending June 30, 2018.

~~Not~~NOTE ~~Applicable~~3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

33Reclassification

~~ITEM~~Certain 8prior year amounts have been reclassified for consistency with the current year presentation. ~~FINANCIAL~~These ~~STATEMENTS~~reclassifications ~~AND~~had ~~SUPPLEMENTARY~~no ~~DATA~~effect on the reported financial results.

~~The~~Principles ~~required financial statements appear at the end~~ of ~~this Annual Report on Form 10-K, beginning on page F-1.~~Consolidation

~~ITEM~~The 9.consolidated ~~CHANGES~~financial INstatements ~~AND~~include ~~DISAGREEMENTS~~the ~~WITH~~accounts ~~ACCOUNTANTS~~of the ONCompany ~~ACCOUNTING~~and ~~AND~~its ~~FINANCIAL~~wholly-owned ~~DISCLOSURE~~or controlled operating subsidiaries. All inter-company accounts and transactions have been eliminated.

~~Not~~Use ~~applicable.~~of Estimates

~~ITEM~~The 9Apreparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. ~~CONTROLS~~Actual ~~AND~~results ~~PROCEDURES~~could differ from these estimates. Significant estimates during the years ended June 30, 2017 and 2016, include depreciation, the valuation of deferred tax assets and the value of stock-based compensation.

~~Evaluation~~Fiscal ofYear ~~Disclosure Controls and Procedures~~End

~~Our~~The ~~management~~Company iselected responsible for establishing and maintaining "disclosure controls and procedures" (as defined in the Exchange Act) for our company. Based on our management's evaluation of our disclosure controls and procedures as of June 30, ~~2016,~~as ~~our~~its ~~management~~fiscal ~~has~~year ~~concluded~~ending that our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the Exchange Act and accumulated and communicated to our management, including our Principal Executive Officer and Acting Principal Financial Officer, to allow timely decisions regarding required disclosuredate.

~~Management's~~Cash ~~Annual~~and ~~Report~~Cash ~~on Internal Control Over Financial Reporting~~Equivalents

~~Management~~Cash ~~is responsible for establishing~~ and ~~maintaining~~cash ~~adequate~~equivalents ~~internal~~consist ~~control over financial reporting for our company. Our control system is designed to provide reasonable assurance regarding the reliability~~ of ~~financial~~cash ~~reporting~~ and ~~the~~short-term ~~preparation~~highly liquid ofinvestments ~~financial~~purchased ~~statements~~with ~~for~~original ~~external~~maturities ~~purposes~~of inthree ~~accordance~~months ~~with~~or Uless.S. ~~generally~~There ~~accepted~~were ~~accounting~~no ~~principles.~~cash ~~Our~~equivalents ~~internal~~at ~~control~~June ~~over~~30, ~~financial reporting includes those policies~~ 2017 and ~~procedures that:~~2016.

~~• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of our assets;~~35

•Property ~~provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles~~ and ~~that receipts and expenditures are being made only with proper authorizations of management and directors; and~~Equipment

•Property ~~provide~~is ~~reasonable~~carried ~~assurance~~at ~~regarding~~cost. ~~prevention~~Depreciation oris ~~timely~~computed ~~detection~~on the straight-line method over the estimated useful lives of ~~unauthorized~~the ~~acquisition~~assets, ~~use~~which oris ~~disposition~~five years. During the years ended June 30, 2017 and 2016, the Company purchased $-0- and $-0-, respectively, of ~~company~~office ~~assets~~furniture ~~that~~and ~~could~~equipment ~~have~~in acash. ~~material~~Depreciation ~~effect~~expense onwas $2,809 and $2,809 for the ~~financial~~years ~~statements~~ended June 30, 2017 and 2016, respectively.

~~All~~Long-Lived internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.Assets

~~Because~~All oflong-lived ~~inherent~~assets ~~limitations~~held and used by the Company, ~~internal~~including finite-lived ~~control~~intangible ~~over~~assets, ~~financial~~are ~~reporting~~reviewed to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not ~~prevent~~be recoverable. In accordance with ASC 360-10-35 “Impairment or ~~detect~~Disposal ~~misstatements.~~of ~~Also~~Long-lived Assets”, the ~~projections~~Company ofbases ~~any~~its evaluation on such impairment indicators as the nature of ~~effectiveness~~the toassets, the future ~~periods~~economic benefit of the assets, any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If such impairment indicators are ~~subject~~present toor ~~the~~other ~~risk~~factors exist that ~~controls~~indicate that the carrying amount of the asset may not ~~become~~be ~~inadequate~~recoverable ~~because~~the Company determines whether impairment has occurred through the use of ~~changes~~an inundiscounted ~~conditions~~cash flows analysis of the asset. If impairment has occurred, orthe ~~that~~Company recognizes a loss for the ~~degree~~difference between the carrying amount and the estimated value of ~~compliance~~the ~~with~~asset. During the ~~policies~~years orended ~~procedures~~June ~~may~~30, ~~deteriorate~~2017 and 2016, no impairment is considered necessary on long-lived assets.

~~Our~~Stock-based chief financial officer assessed the effectiveness of our internal control over financial reporting as of June 30, 2016. In making this assessment, he used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Over Financial Reporting – Guidance for Smaller Public Companies.Compensation

34Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

AsPursuant ofto ~~June~~ASC 30Topic 505-50, ~~2016~~for share-based payments to consultants and other third-parties, ~~our~~compensation ~~chief~~expense ~~financial~~is ~~officer~~determined ~~identified~~at the ~~following~~“measurement ~~material~~date.” ~~weaknesses~~The inexpense ~~our~~is ~~internal~~recognized ~~control~~ over the ~~financial~~service ~~reporting:~~period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain.

~~Segregation~~Loss ofper Duties. Our company did not currently have sufficient accounting personnel to support standalone external financial reporting under public company or SEC requirements. Specifically, our company did not effectively segregate certain accounting duties due to the small size of its accounting staff, and maintain a sufficient number of adequately trained personnel necessary to anticipate and identify risks critical to financial reporting and the closing process.Share

ABasic ~~recognized~~and ~~material~~diluted ~~weakness~~net ~~would~~loss beper acommon ~~significant~~share ~~deficiency~~are ~~(within~~computed based on the ~~meaning~~weighted-average ofcommon ~~Public~~shares ~~Company~~and ~~Accounting~~common ~~Oversight~~share ~~Board~~equivalents ~~Auditing~~outstanding ~~Standard~~during Nothe period. ~~5),~~At orJune ~~combination~~30, of2017 ~~significant~~and ~~deficiencies~~2016, ~~that would result in~~ there were ~~being~~no ~~more~~outstanding ~~than~~common ashare remote likelihood that a material misstatement of the annual or interim financial statements would not be prevented or detected on a timely basis by employees in the normal course of their assigned functionsequivalents.

~~This~~Income Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our management's report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report on Form 10-K.Taxes

~~Changes~~Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in ~~Internal~~effect ~~Control~~when ~~over~~these ~~Financial~~differences ~~Reporting~~reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

~~During~~The ~~the~~Company ~~last~~follows ~~quarter~~the provisions of ~~our~~FASB ~~fiscal~~ASC ~~year~~740-10 ~~ended~~“Uncertainty in ~~June~~Income ~~30,~~Taxes”. ~~2016,~~Certain ~~there~~recognition ~~were~~thresholds nomust ~~changes~~be inmet ~~our~~before ~~internal~~a ~~control~~tax ~~over~~position ~~financial~~is ~~reporting~~recognized ~~during~~in the ~~period~~financial ~~covered~~statements. An byentity ~~this~~may ~~report~~only ~~that~~recognize ~~have~~or ~~materially~~continue ~~affected,~~to orrecognize ~~are~~tax ~~reasonably~~positions that meet a "more-likely-than-not" tothreshold. ~~materially~~As of ~~affect~~June 30, ~~our~~2017 ~~internal~~and ~~control~~2016, ~~over~~the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial ~~reporting~~statements.

~~ITEM~~Recent ~~9B.~~Accounting ~~OTHER INFORMATION~~Pronouncements

~~Resignations~~The ofCompany ~~Directors On~~has ~~September~~evaluated ~~23,~~all ~~2016,~~the ~~two~~recently ofissued ~~our~~accounting pronouncements ~~directors~~through ~~resigned:~~the ~~Kong~~filing ~~(Frank)~~date ~~Fan~~of Xithese ~~resigned~~financial asstatements ~~a director~~ and ~~Liu~~does ~~Xin~~not ~~resigned~~believe asthat aany ~~director and as our Secretary/Treasurer. In their respective letters~~ of ~~resignation,~~these ~~neither~~pronouncements ~~Mr.~~will have ~~Kong~~a ~~nor~~material ~~Ms.~~impact ~~Liu~~on ~~addressed any matter concerning~~ the ~~circumstances~~Company's ~~relating~~financial toposition ~~their~~and ~~resignations.~~results ~~Following the resignation~~ of Msoperations. ~~Liu, our Chief Financial Officer, William E. Sluss, was appointed as our Secretary/Treasurer.~~

~~PART~~NOTE ~~III~~4. CONCENTRATION - MAJOR VENDOR

~~ITEM~~The 10Company has one major vendor, a non-controlling shareholder that is considered a related party, that accounted for $1,571,976, or approximately 20%, of land and land development costs, all of which was capitalized. ~~DIRECTORS~~Also, ~~EXECUTIVE~~at ~~OFFICERS~~June ~~AND~~30, ~~CORPORATE~~2017, ~~GOVERNANCE~~the Company had an account payable with this same vendor in the amount of $57,146. See Note 8. Related-Party Transactions.

~~Directors and Officers~~36

~~The~~NOTE ~~following~~5. ~~table~~LAND ~~sets~~AND ~~forth~~LAND ~~the~~DEVELOPMENT ~~officers and directors of Heavenstone Corp.~~COSTS

	Name		Age		Position(s)
	Jack Jie Qin William E. Sluss Visman Chow		56 61 61		President, CEO and Director Chief Financial Officer, Secretary/Treasurer and Director Director

Land and land development costs are carried at cost. Land development costs capitalized include costs associated with the development of the purchased land, including inspection fees and engineering fees.

~~Our~~During ~~board of directors appoints our executive officers. Our directors serve until~~ the ~~earlier~~year ~~occurrence~~ended ofJune ~~the election of his or her successor at the next meeting of stockholders~~30, ~~death~~2016, ~~resignation or removal by~~ the ~~board~~Company ofhad ~~directors.~~$912,785 in ~~Officers~~land ~~serve~~development atcosts, ~~the discretion~~ of ~~our~~which ~~board~~$799,127 ofwas ~~directors.~~paid ~~There~~in ~~exist~~cash, nowith ~~family~~the ~~relationships~~remaining ~~between~~$113,658 ~~our~~incurred ~~officers~~on ~~and directors~~credit. ~~Information~~In ~~regarding~~addition, the Company ~~backgrounds~~capitalized ofthe ~~each~~interest costs of ~~the~~$137,201 ~~officers~~incurred ~~and~~for ~~directors~~real isestate ~~set~~projects ~~forth~~under ~~below~~ASC-835-20.

35During the year ended June 30, 2017, the Company incurred $2,466,709 in land and land development costs, of which $1,300,645 was paid in cash, $114,340 was incurred on credit, $750,000 was settled with a note payable and $116,162 was assumed by non-controlling interest (see Note 6. Real Estate Development Project). In addition, the Company capitalized the interest costs of $185,562 incurred for the real estate projects under ASC-835-20.

~~Jack~~NOTE ~~Jie Qin~~6. ~~Since~~REAL ~~July~~ESTATE ~~2016,~~DEVELOPMENT Mr. Qin has served as a director of our company and as our President and CEO. Since November 2007, Mr. Qin has served as President, Chief Executive Officer and Chairman of the Board of Directors of EFT Holdings, Inc., a City of Industry, California-based, publicly-traded e-business company (symbol: EFTB) whose common stock is registered pursuant to Section 12(g) of the Securities Exchange Act of 1934. Since January 2004, Mr. Qin has served as President of EFT BioTech, Inc. From July 1998 to December 2002, Mr. Qin served as the President of eFastTeam International, Inc. located in Los Angeles, California. From June 1992 to December 1997, he served as the president of LA Import & Export Company located in Los Angeles, California. In May 1991, Mr. Qin earned an MBA from Emporia State University in Kansas. In May 1982, Mr. Qin graduated from Jiangxi Engineering Institute, located in Nanchang, China, with a major in Mechanical Engineering.PROJECT

~~William~~In E.January ~~Sluss.~~2017, ~~Since~~the ~~October~~Company ~~2014,~~and ~~Mr.~~a ~~Sluss~~third ~~has~~party ~~served~~formed asTemecula QK ~~Chief~~Holdings, ~~Financial~~LLC, ~~Officer~~a ofCalifornia ~~our~~limited liability company (“TQKH”), ~~and~~for asthe apurpose ~~director~~of ~~since~~acquiring ~~March~~and ~~2016.~~developing ~~From~~approximately 40 ~~August~~acres ~~2010~~of toland ~~the~~located ~~present~~in Temecula, ~~Mr.~~California, ~~Sluss~~for ~~has been~~$1,318,383. ~~and~~The ~~currently~~Company ~~is,~~owns ~~employed~~80% by of ~~EFT Holdings, Inc~~TQKH. ~~(symbol:~~In ~~EFTB),~~connection ~~first~~with asTQKH’s purchase ~~corporate~~of ~~controller~~such ~~and~~land, ~~since~~TQKH ~~October~~issued ~~2012~~a $750,000 asface ~~chief~~amount ~~financial~~promissory ~~and~~note ~~accounting~~to ~~officer.~~the ~~From~~third-party ~~2008~~seller toof ~~2010,~~the Mrland. ~~Sluss~~The ~~served~~principal balance asis ~~chief~~due ~~financial~~in ~~officer~~March of2019. ~~AccuForce~~The ~~Staffing~~unpaid ~~Services,~~principal ~~LLC,~~balance aof ~~Kingsport,~~such ~~Tennessee-based~~promissory ~~staffing~~note ~~company.~~bears ~~Mr.~~interest ~~Sluss~~at ~~earned~~4.5% aper ~~Bachelor~~annum, ofwith ~~Science~~interest-only payments ~~Degree~~due inmonthly ~~Accounting~~until ~~from~~ the ~~University~~due ofdate. ~~Virginia's~~This ~~College~~promissory atnote ~~Wise~~is insecured ~~1990~~by ~~and is~~ a ~~Certified~~deed ~~Public~~of ~~Accountant~~trust in ~~the~~favor ~~State~~ of ~~Virginia.~~the Mrselling party. ~~Sluss~~For the ~~has~~year ~~committed~~ended toJune ~~working~~30, up2017, toTQKH 10received ~~hours~~$116,162 ~~per~~from ~~week~~its non-controlling shareholder for the ~~benefit~~land ofacquisition ~~our company~~costs.

~~Visman~~NOTE ~~Chow~~7. ~~Since~~INCOME July 2016, Mr. Chow has served as a director of our company. Since July 2009, Mr. Chow has served as member of the Board of Directors EFT Holdings, Inc. (symbol: EFTB). From 1993 to 2012, Mr. Chow served as the chief lending officer and a director of Universal Bank. Between 1989 and 1993 Mr. Chow was the president of Unieast Financial Corporation. From 1979 to 1989, Mr. Chow was with Union Bank, where he managed a commercial real estate portfolio of approximately $50 million.TAXES

~~Board~~The Company maintains deferred tax assets that reflect the net tax effects of ~~Directors~~temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets consist of net operating loss carryforward. The net deferred tax asset has been fully offset by a valuation allowance because of the Company's history of losses.

~~During~~The ~~the~~Company’s ~~fiscal~~approximate ~~year~~net ~~ended~~deferred tax asset as of June 30, 2017 and 2016, ~~our~~is ~~full~~as ~~board of directors met on one occasion.~~follows:

Audit Committee

	6/30/17			6/30/16
Deferred Tax Asset:
Net operating loss carryforward	$	127,049		$	158,810
Valuation allowance		(127,049	)		(158,810	)
Net deferred tax asset	$	---		$	---

~~There~~The ~~currently~~Company ~~does~~provided ~~not~~a ~~exist~~valuation anallowance ~~audit~~equal ~~committee~~to ofthe ~~our~~deferred income ~~board~~tax ofassets ~~directors.~~for ~~However,~~the ~~our~~years ~~current~~ended ~~board~~June ~~intends~~30, to2017 ~~form~~and ~~such~~2016, abecause ~~committee~~it inwas ~~the~~not ~~future~~known ~~and~~whether ~~will~~future ~~appoint~~taxable anincome ~~independent~~will ~~director~~be sufficient to ~~serve~~utilize onthe ~~such~~loss ~~committee who qualifies as an audit committee financial expert~~carryforward. ~~This~~The ~~person~~potential ~~shall~~tax bebenefit ~~independent~~arising ~~(as~~from ~~that~~the ~~term~~loss iscarryforward ~~used in Item 7(d)(3)(iv)~~ of ~~Schedule~~$604,997 ~~14A~~will ~~under~~expire ~~the~~in ~~Exchange Act)~~2035.

~~Independence~~Additionally, the future utilization of ~~Board~~the net operating loss carryforward to offset future taxable income may be subject to an annual limitation as a result of ~~Directors~~ownership changes that could occur in the future. If necessary, the deferred tax assets will be reduced by any carryforward that expire prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance.

~~None~~The ofU.S. ~~our~~Tax ~~directors~~Cuts isand ~~"independent",~~Jobs ~~within~~Act (the ~~meaning~~“Tax ofAct”) ~~definitions~~was enacted ~~established~~on byDecember ~~the~~22, ~~SEC~~2017, orand ~~any~~introduced ~~self-regulatory~~significant ~~organization.~~changes Weto ~~are~~U.S. ~~not~~income ~~currently~~tax ~~subject~~law. toEffective ~~any~~in ~~law~~2018, ~~rule~~the orTax ~~regulation~~Act ~~requiring~~reduces the ~~that~~U.S. ~~all~~corporate orstatutory ~~any~~tax ~~portion~~rate offrom ~~our~~35% ~~Board~~to of21%. ~~Directors~~The ~~include~~Company’s ~~"independent"~~federal ~~directors~~tax returns for the 2015, 2016 and 2017 fiscal years remain open to IRS inspection.

~~Compensation~~As of ~~Directors~~June 30, 2017, the Company had a net operating loss of approximately $156,895.

~~None of our current directors is paid for his or her services as a director.~~37

36NOTE 8. RELATED-PARTY TRANSACTIONS

~~Limitation~~Reimbursement of ~~Liability~~Certain ~~and~~Expenses ~~Indemnification~~by Officer

~~Our~~During ~~Articles~~the ofyear ~~Incorporation,~~ended asJune ~~amended~~30, ~~provide~~2016, ~~that~~the weCompany ~~shall~~made ~~indemnify~~expenditures in ~~our~~the ~~directors~~amount ~~and~~of ~~officers~~$47,485 that related to the ~~fullest~~establishment ~~extent~~of ~~permitted~~a bybusiness ~~Nevada~~center ~~law~~in ~~and~~which ~~that~~its ~~none~~former ofEB-5 ~~our~~Visa-focused ~~directors~~business plan ~~will~~was ~~be personally liable~~ to ~~our~~be ~~company~~effectuated. orDuring ~~our~~the ~~shareholders~~year ~~for~~ended ~~monetary~~June ~~damages~~30, ~~for~~2017, ~~breach~~the ofCompany’s ~~fiduciary~~President ~~duty~~reimbursed asthe aCompany ~~director~~the entire $47,485 ~~except~~amount ~~for~~of ~~liability:~~its expenditures.

•Loans ~~for~~from ~~any breach of the director's duty of loyalty to our company or our shareholders;~~Officers

•In ~~for~~August ~~acts~~2014, oran ~~omissions~~officer ~~not~~loaned in$100 ~~good~~to ~~faith~~the orCompany. ~~that~~This loan ~~involve~~was ~~intentional~~made ~~misconduct~~on oropen abank ~~knowing~~account, ~~violation~~was ofdue on demand and did not bear interest. The $100 loan from an officer was repaid during the ~~law;~~year ended June 30, 2016.

•During ~~under~~the ~~Nevada~~year ~~law~~ended ~~for~~June 30, 2107, the ~~unlawful~~Company’s ~~payment~~President, Jack ofJie ~~dividends;~~Qin, ormade loans to the Company, as follows:

• for any transaction from which the director derives an improper personal benefit.

Loan Date	Loan Amount *		Interest Date			Due Date
May 2017	$	81,000		0	%	On Demand +
June 2017	$	24,000		0	%	On Demand +

These provisions require us to indemnify our directors and officers unless restricted by Nevada law and eliminate our rights and those of our shareholders to recover monetary damages from a director for breach of his fiduciary duty of care as a director except in the situations described above. The limitations summarized above, however, do not affect our ability or that of our shareholders to seek non-monetary remedies, such as an injunction or rescission, against a director for breach of his fiduciary duty. ______________________________

~~Insofar~~* asIn ~~indemnification~~each ~~for~~loan ~~liabilities arising under the Securities Act may be permitted to our directors~~transaction, ~~officers and controlling persons pursuant to~~ the ~~foregoing~~funds ~~provisions,~~obtained wewere ~~have~~used by ~~been advised that, in~~ the ~~opinion~~Company offor ~~the~~operating ~~SEC,~~expenses ~~such indemnification is against public policy as expressed in the Securities Act~~ and ~~is,~~land ~~therefore,~~development ~~unenforceable~~expenses.

~~ITEM~~+ ~~11.~~This ~~EXECUTIVE~~loan ~~COMPENSATION~~was made on open account and was payable on demand; this loan was repaid during the year ended June 30, 2018.

~~The~~Loans following table sets forth certain compensation information for: (i) each person who served as the chief executive officer of Heavenstone Corp. at any time since our inception, regardless of compensation level, and (ii) each of our other executive officers, other than the chief executive officer, serving as an executive officer at any time since our inception. The foregoing persons are collectively referred to herein as the "named executive officers". Compensation information is shown for the period from ~~July~~Majority ~~14, 2014 (inception), to June 30, 2015, and for the year ended June 30, 2016.~~Shareholder

~~Summary~~During ~~Compensation~~the ~~Table~~years ended June 30, 2016 and 2015, the Company obtained loans from its majority shareholder, as follows:

Name and Principal Position		Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Jack Jie Qin President/CEO		2016 2015	--- ---	--- ---	--- ---	--- ---	--- ---	--- ---	--- ---	--- ---
William E. Sluss Chief Financial Officer and Secretary/Treasurer		2016 2015	--- ---	--- 50(1)	--- ---	--- ---	--- ---	--- ---	--- ---	--- 50(1)
Kong (Frank) Fan Xi Former President/CEO		2016 2015	--- ---	--- 100(2)	--- ---	--- ---	--- ---	--- ---	--- ---	--- 100(2)
Liu Xin Former Secretary/Treasurer and Former President/CEO		2016 2015	--- ---	--- 100(3)	--- ---	--- ---	--- ---	--- ---	--- ---	--- 100(3)
(1) (2) (3)	This bonus was paid by the issuance of 50,000 shares of our common stock valued at $.001 per share. This bonus was paid by the issuance of 100,000 shares of our common stock valued at $.001 per share. This bonus was paid by the issuance of 100,000 shares of our common stock valued at $.001 per share.

Year Ended June 30, 2016

Loan Date ^@	Loan Amount *		Interest Date			Due Date
February 2016	$	50,000		5	%	February 2018 #
February 2016	$	100,000		5	%	February 2018 #

~~Employment Contracts and Termination of Employment and Change-in-Control Agreements~~_______________________________

We@ ~~have~~In ~~not~~each ~~entered~~loan ~~into~~agreement ansupporting ~~employment~~the ~~contract~~subject loan ~~with~~transaction, ~~any~~the ofunderlying ~~our officers. However~~loan, ~~if and~~ when wemade, ~~obtain~~was ~~adequate~~collateralized ~~funding,~~with itfuture isincome ~~expected~~and ~~that~~receivables. weOn ~~will~~October ~~enter~~22, ~~into~~2019, the ~~employment~~lender ~~contracts~~released ~~with~~all ~~such persons~~collateral, ~~though~~pursuant noto ~~terms~~a ~~have~~novation ~~been established~~agreement.

We* ~~have~~In noeach ~~compensatory~~loan ~~plan~~transaction, orthe ~~arrangement~~Company ~~that~~issued ~~results~~a orpromissory note ~~will~~in ~~result~~a ~~from~~face ~~the~~amount ~~resignation,~~equal ~~retirement~~to orthe ~~any~~stated ~~other~~“Loan ~~termination~~Amount,” ofthe anfunds ~~executive officer's employment or~~ from awhich ~~change~~were inused ~~control~~by orthe aCompany ~~change~~for inoperating expenses anand ~~executive~~land ~~officer's~~development ~~responsibilities following a change in control~~expenses.

~~Outstanding~~# ~~Option~~Since ~~Awards~~September at2019, ~~Year~~this ~~End~~loan has been the subject of a default waiver agreement, pursuant to which it is not due prior to December 31, 2019.This loan was in default from its due date until September 2019.

~~The~~Year ~~following~~Ended ~~table provides certain information regarding unexercised options to purchase common stock, stock options that have not vested and equity-incentive plan awards outstanding at~~ June 30, ~~2016, for each named executive officer.~~2015

Outstanding Equity Awards at Fiscal Year-End

Loan Date ^@	Loan Amount *			Interest Date			Due Date
October 2014	$	850,000	**		5	%	October 2016 #
October 2014	$	650,000			5	%	October 2016 #
December 2014	$	600,000			5	%	December 2016 #

Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exer-cise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of StockThat Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) Jack Jie Qin --- --- --- --- n/a --- n/a --- --- William E. Sluss --- --- --- --- n/a --- n/a --- --- Kong (Frank) Fan Xi --- --- --- --- n/a --- n/a --- --- Liu Xin --- --- --- --- n/a --- n/a --- ---______________________________

~~Director~~@ ~~Compensation~~In each loan agreement supporting the subject loan transaction, the underlying loan, when made, was collateralized with future income and receivables. On October 22, 2019, the lender released all collateral, pursuant to a novation agreement.

~~Since~~* ~~our~~In ~~inception~~each loan transaction, nothe ~~director~~Company ~~has~~issued ~~been~~a ~~compensated~~promissory note ~~for~~in ~~his~~a orface ~~her~~amount ~~services~~equal asto athe ~~director~~stated of“Loan ~~our~~Amount,” ~~company~~the funds from which were used by the Company for operating expenses and land development expenses.

~~ITEM~~** ~~12.~~The ~~SECURITY~~Company ~~OWNERSHIP~~repaid OF$100,000 ~~CERTAIN~~of ~~BENEFICIAL~~principal ~~OWNERS~~of ~~AND~~such ~~MANAGEMENT~~loan ~~AND~~in September ~~RELATED STOCKHOLDER MATTERS~~2017.

~~The~~# ~~following~~Since ~~table~~September ~~sets forth~~2019, asthis ofloan ~~the~~has ~~date~~been ~~hereof, information regarding beneficial ownership of our capital stock by (i) each person, or group of affiliated persons, known by us to be~~ the ~~beneficial~~subject ~~owner~~ of ~~more than five percent (5%) of any class of our voting securities; (ii) each of our directors; (iii) each of the named executive officers; and (iv) all directors and executive officers as~~ a default ~~group.~~waiver ~~Beneficial ownership is determined in accordance with the rules of the SEC~~agreement, ~~based~~pursuant ~~on voting or investment power with respect~~ to ~~the~~which securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying warrants and other convertible securities held by that person are deemed to be outstanding if the warrants or other convertible securities are exercisable within 60 days of the date hereof. Specifically, in the table below, it is ~~assumed~~not ~~that~~due ~~all~~prior ~~outstanding~~to ~~convertible~~December ~~notes and warrants will be converted and exercised~~31, ~~respectively, within 60 days from the date of this Annual Report~~2019.This Asloan awas ~~result, the percentage of outstanding shares of any person as shown~~ in ~~the~~default ~~following~~from ~~table~~its ~~does~~due ~~not~~date until ~~necessarily~~September ~~reflect a person's actual voting power at any particular date~~2019.

~~Except~~Loans asfrom ~~indicated~~Related in the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. Unless otherwise indicated, the address for each of the shareholders in the table below is c/o Heavenstone Corp., 17800 Castleton Street, Suite 300, City of Industry, California 91748.Party

		Beneficially Owned
Name and Address of Beneficial Owner		Shares	Percent (1)
Executive officers and directors
William E. Sluss		50,000	*
All directors and executive officers, as a group (3 persons)		50,000	*
5% Owners
Astonia Group Ltd. (2) Akara Building 24 De Castro Street Wickhams Cay I Road Town, Tortola British Virgin Islands		70,000,000	98.37%
* (1) (2)	Less than 1%. Based on 71,159,423 shares outstanding. Yang Cong is the owner of this entity.

During the years ended June 30, 2017 and 2016, the Company obtained loans from a related party, as follows:

~~ITEM~~Year ~~13.~~Ended ~~CERTAIN~~June ~~RELATIONSHIPS AND RELATED TRANSACTIONS~~30, ~~AND DIRECTOR INDEPENDENCE~~2017

Stock Purchase Agreement

Loan Date @		Loan Amount *				Interest Date				Due Date
January 2017		$	100,000				5	%		January 2019 #

~~In June 2014, pursuant to a stock purchase agreement, our largest shareholder, Astonia Group Ltd., purchased 70,000,000 shares of our common stock for $70,000 in cash, or $.001 per share.~~______________________________

~~Stock~~@ ~~Bonuses~~In each loan agreement supporting the subject loan transaction, the underlying loan, when made, was collateralized with future income and receivables. On October 22, 2019, the lender released all collateral, pursuant to a novation agreement.

* In ~~September~~this ~~2014~~loan transaction, wethe Company issued a ~~total~~promissory note ~~of 250,000 shares of common stock valued at $.001 per share, or $250~~ in ~~the~~a ~~aggregate,~~face asamount ~~bonuses~~equal to ~~certain~~the ofstated ~~our~~“Loan ~~officers~~Amount,” tothe ~~wit:~~funds ~~our~~from ~~current~~which ~~director~~were ~~and~~used ~~former~~by ~~President~~the ~~and~~Company ~~CEO,~~for ~~Liu~~operating expenses ~~Xin, was issued 100,000 shares, our Chief Financial Officer, William E. Sluss, was issued 50,000 shares~~ and ~~our~~land ~~current~~development ~~director and former President and CEO, Kong (Frank) Fan Xi, was issued 100,000 shares~~expenses.

~~Loans~~# Since September 2019, this loan has been the subject of a default waiver agreement, pursuant to which it is not due prior to December 31, 2019.This loan was in default from ~~Majority~~its ~~Shareholder~~due date until September 2019.

InYear ~~2014,~~Ended weJune ~~obtained three separate loans from our majority shareholder~~30, ~~as follows:~~2016

• In October 2014, we obtained a loan in the amount of $850,000 pursuant to a loan agreement and delivered a promissory note, face amount $850,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in October 2016. The proceeds from this loan were used by us to purchase approximately 50 acres of land in Temecula, CA.

Loan Date ^@		Loan Amount				Interest Date				Due Date
March 2016		$	300,000				5	%		March 2018 #

39______________________________

•@ In ~~October~~each ~~2014,~~loan weagreement ~~obtained~~supporting athe subject loan intransaction, the ~~amount~~underlying ~~of $650,000 pursuant to a~~ loan ~~agreement and delivered a promissory note~~, ~~face~~when ~~amount $650~~made,~~000,~~ inwas ~~consideration~~collateralized ~~of such loan. Unpaid principal on such loan bears interest at 5% per annum,~~ with ~~principal~~future income and ~~accrued~~receivables. ~~interest~~On ~~due in~~ October ~~2016.~~22, ~~The~~2019, the ~~proceeds~~lender ~~from~~released ~~this~~all ~~loan~~collateral, ~~were~~pursuant ~~used by us~~ to ~~purchase~~a ~~approximately~~novation ~~10 acres of land in Temecula, CA~~agreement.

•* In ~~December~~this ~~2014, we obtained a~~ loan intransaction, the ~~amount~~Company ofissued ~~$600,000 pursuant to~~ a ~~loan~~promissory note ~~agreement~~in ~~and delivered~~ a ~~promissory note,~~ face amount ~~$600,000,~~equal into ~~consideration~~the ofstated ~~such~~“Loan ~~loan. Unpaid principal on such loan bears interest at 5% per annum~~Amount,” ~~with~~the ~~principal~~funds ~~and accrued interest due in December 2016. The proceeds~~ from ~~this~~which ~~loan~~ were used by the Company tofor ~~purchase~~operating expenses ~~approximately~~and ~~10 acres of~~ land indevelopment ~~Temecula, CA~~expenses.

~~During~~# Since September 2019, this loan has been the ~~year~~subject ~~ended~~of ~~June~~a default 30waiver agreement, ~~2016~~pursuant to which it is not due prior to December 31, we2019.This ~~obtained~~loan ~~two~~was ~~separate~~in ~~loans~~default from ~~our~~its ~~majority~~due ~~shareholder,~~date until asSeptember ~~follows:~~2019.

•During ~~In February 2016, we obtained a loan in~~ the ~~amount~~years ofended ~~$100~~June 30,~~000~~ ~~pursuant~~2017 ~~to a loan agreement~~ and ~~delivered~~2016, athe ~~promissory~~Company ~~note,~~obtained loans ~~face~~from ~~amount~~the ~~$100,000,~~family inof ~~consideration~~one of ~~such~~its ~~loan. Unpaid principal on such loan bears interest at 5% per annum~~officers, ~~with~~as ~~principal and accrued interest due in February 2018. The proceeds from this loan were used by us for operating expenses.~~follows:

~~Loans~~Year ~~from~~Ended ~~Officers~~June 30, 2017

In August 2014, an officer loaned $100 to our company. This loan was made on open bank account, was due on demand and did not bear interest. The $100 loan from an officer was repaid during the year ended June 30, 2016.

Loan Date ^@	Loan Amount *		Interest Date			Due Date
July 2016	$	170,000		5	%	July 2018 #
August 2016	$	100,000		5	%	August 2018 #
September 2016	$	270,000		5	%	September 2018 #
January 2017	$	449,965		5	%	January 2019 #
April 2017	$	140,000		5	%	April 2019 #

~~Loans from Officer's Family~~______________________________

~~During~~@ In each loan agreement supporting the ~~year~~subject loan ~~ended~~transaction, ~~June~~the 30underlying loan, ~~2016~~when made, wewas ~~obtained~~collateralized ~~two~~with ~~separate~~future ~~loans~~income ~~from~~and ~~the~~receivables. ~~family~~On ofOctober ~~one~~22, of2019, the ~~our~~lender ~~officers~~released all collateral, aspursuant ~~follows:~~to a novation agreement.

•* In ~~May~~this ~~2016, we obtained a~~ loan intransaction, the ~~amount~~Company ofissued ~~$279,975 pursuant to~~ a ~~loan~~promissory note ~~agreement~~in ~~and delivered~~ a ~~promissory note,~~ face amount ~~$279,975,~~equal into ~~consideration~~the ofstated ~~such~~“Loan ~~loan. Unpaid principal on such loan bears interest at 5% per annum~~Amount,” ~~with~~the ~~principal~~funds ~~and accrued interest due in May 2018. The proceeds~~ from ~~this~~which ~~loan~~ were used by usthe Company for operating expenses and land development expenses.

~~Subsequent~~Year toEnded June 30, 2016~~, we obtained two separate loans from the family of one of our officers, as follows:~~

• In July 2016, we obtained a loan in the amount of $170,000 pursuant to a loan agreement and delivered a promissory note, face amount $170,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in July 2018. The proceeds from this loan were used by us for operating expenses.

Loan Date ^@	Loan Amount *		Interest Date			Due Date
May 2016	$	279,975		5	%	May 2018 #
June 2016	$	200,000		5	%	June 2018 #

40______________________________

•@ In ~~August~~each ~~2016,~~loan weagreement ~~obtained~~supporting athe subject loan intransaction, the ~~amount~~underlying ofloan, ~~$100~~when made,~~000~~ ~~pursuant~~was tocollateralized awith ~~loan~~future ~~agreement~~income and ~~delivered~~receivables. aOn ~~promissory~~October ~~note~~22, ~~face amount $100~~2019,~~000,~~ the inlender ~~consideration~~released ofall ~~such loan. Unpaid principal on such loan bears interest at 5% per annum~~collateral, ~~with~~pursuant ~~principal~~to ~~and~~a ~~accrued~~novation ~~interest due in August 2018~~agreement. ~~The proceeds from this loan were used by us for operating expenses.~~

~~Guaranty~~* ofIn ~~Director~~this loan transaction, the Company issued a promissory note in a face amount equal to the stated “Loan Amount,” the funds from which were used by the Company for operating expenses and land development expenses.

In# ~~connection~~Since ~~our~~September ~~purchase~~2019, ofthis ~~approximately~~loan 50has ~~acres~~been ~~located~~the insubject ~~Temecula, California, one~~ of ~~our~~a default ~~former~~waiver ~~directors~~agreement, ~~Liu~~pursuant ~~Xin,~~to ~~personally~~which ~~guaranteed~~it ~~our~~is ~~company's~~not ~~performance~~due ~~under~~prior ~~a $750,000 promissory note issued~~ to ~~the~~December ~~selling party. Ms. Liu was paid no compensation by us for such personal guaranty. Recently~~31, ~~our President and CEO, Jack Qin, replaced Ms~~2019.This ~~Liu~~loan ~~as the guarantor of such promissory note. Mr. Qin~~ was ~~paid~~in nodefault ~~compensation~~from byits usdue ~~for~~date until ~~such~~September ~~personal guaranty~~2019.

~~Director~~As of June 30, 2017 and ~~Officer~~2016, ~~Indemnification~~the total outstanding short term related party debt was $3,029,975 and $2,100,000, respectively.

~~Our~~As ~~amended and restated certificate~~ of ~~incorporation~~June ~~contains provisions limiting liability of directors. In addition~~30, we2017 ~~have entered into agreements to indemnify our directors~~ and ~~officers~~2016, to the ~~fullest~~total ~~extent~~outstanding ~~permitted~~long ~~under~~term related ~~Nevada~~party ~~law.~~debt ~~See~~was ~~Item 10. Directors~~$1,229,965 ~~Executive Officers~~ and ~~Corporate~~$629,975, ~~Governance~~respectively.

~~ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES~~39

~~The~~Guaranty following table sets forth fees billed to us by our auditors during the period from July 14, 2014 (inception) to June 30, 2015, and the fiscal year ended June 30, 2016, for: (i) services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, (ii) services by our auditors that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as Audit Fees, (iii) services rendered in connection with tax compliance, tax advice and tax planning and (iv) all other fees for services rendered.Director

	Year Ended June 30, 2016		Period from July 14, 2014 (Inception) to June 30, 2015
Audit Fees	$	7,000	$	5,000
Audit related fees	$	0	$	0
Tax	$	0	$	0
All other fees	$	0	$	0

In connection with the Company’s purchase of approximately 50 acres located in Temecula, California, one of its former directors, Liu Xin, personally guaranteed the Company's performance under a $750,000 promissory note issued to the selling party. Ms. Liu was paid no compensation by us for such personal guaranty. Recently, the Company’s President and CEO, Jack Qin, replaced Ms. Liu as the guarantor of such promissory note. Mr. Qin was paid no compensation by the Company for such personal guaranty.

~~ITEM~~Transactions ~~15.~~Involving ~~EXHIBITS,~~Non-Controlling ~~FINANCIAL STATEMENT SCHEDULES~~Shareholder

In January 2017, the Company and a third party, a non-controlling shareholder of the Company, formed Temecula QK Holdings, LLC, a California limited liability company (“TQKH”), for the purpose of acquiring and developing approximately 40 acres of land located in Temecula, California, for $1,318,383. The ~~following~~Company owns ~~documents~~80% ~~are~~and ~~filed~~the asCompany’s ~~part~~non-controlling shareholder owns 20% of TQKH. Due to this ~~Report:~~non-controlling shareholder’s 20% ownership of TQKH, such non-controlling shareholder is considered a related party.

1In connection with TQKH’s purchase of such land, TQKH issued a $750,000 face amount promissory note to the third-party seller of the land. ~~Financial~~The ~~Statements~~principal balance was due in March 2019 and is currently in default. The unpaid principal balance of such promissory note bears interest at 4.5% per annum, with interest-only payments due monthly until the due date. This promissory note is secured by a deed of trust in favor of the selling party. For the year ended June 30, 2017, TQKH received $116,162 from its non-controlling shareholder for the land acquisition costs.

•This ~~Report~~non-controlling shareholder is the Company’s one major vendor that accounted for $1,571,976, or approximately 20%, of ~~Independent~~land ~~Registered~~development ~~Public~~costs, ~~Accounting~~all ~~Firm~~of which was capitalized. Also, at June 30, 2017, the Company had an account payable with this same vendor in the amount of $57,146. See Note 4. Major Vendor.

•NOTE ~~Balance~~9. ~~Sheets~~NOTES ~~as of June 30, 2016 and 2015~~PAYABLE

•During ~~Statements~~the ofyear ~~Operations~~ended ~~for~~June 30, 2107, in connection with the Company’s ~~Fiscal~~purchase ~~Year~~of ~~Ended~~40 ~~June~~acres 30of land in Temecula, ~~2016~~California, ~~and~~in January 2017, the ~~Period~~Company ~~from~~issued ~~July~~a 14$750,000 ~~2014~~face ~~(Inception)~~amount promissory note to ~~June~~the 30third-party seller of the land. The principal balance was due in March 2019. The unpaid principal balance of such promissory note bears interest at 4.5% per annum, ~~2015~~with interest-only payments of $2,813 due monthly until the entire principal balance has been paid. This promissory note is secured by a deed of trust in favor of the selling party. The Company is in default under this promissory note.

•During ~~Statements~~the ofyear ~~Stockholders'~~ended ~~Equity~~June ~~for~~30, 2016, the ~~Fiscal~~Company ~~Year~~delivered ~~Ended~~a promissory ~~June 30~~note, ~~2016~~face amount $76,587, in payment of certain insurance premiums associated with an officers’ and ~~for~~directors’ insurance policy obtained by the ~~Period~~Company. ~~from~~Unpaid ~~July~~principal ~~14,~~on ~~2014~~such ~~(Inception)~~loan bears interest at 6.95% per annum. Repayment of this promissory note is to ~~June~~be 30made in ten equal monthly payments of $7,905, ~~2015~~beginning in March 2016.

•In ~~Statements~~connection ofwith ~~Cash~~the ~~Flows~~Company’s ~~for~~purchase ~~the~~of ~~Fiscal~~50 ~~Year~~acres of ~~Ended~~land ~~June~~in 30Temecula, ~~2016~~California, ~~and~~in ~~for~~November 2014, the ~~Period~~Company ~~from~~issued ~~July~~a 14$750,000 ~~2014~~face ~~(Inception)~~amount promissory note to ~~June~~the 30third-party seller of the land. The principal balance is due in November 2019. The unpaid principal balance of such promissory note bears interest at 4.5% per annum, ~~2015~~with interest-only payments of $2,813 due monthly until the entire principal balance has been paid. This promissory note is secured by a deed of trust in favor of the selling party.

•As ~~Notes~~of toJune ~~Financial~~30, ~~Statements~~2017 and 2016, the total outstanding short-term notes payable was $-0- and 38,846, respectively.

41As of June 30, 2017 and 2016, the total outstanding long-term notes payable was $1,500,000 and $1,050,000, respectively.

2NOTE 10. ~~Financial~~CAPITAL ~~Statement Schedules~~STOCK

~~Other~~Articles ~~schedules~~of ~~and~~Amendment ~~exhibits~~to ~~are~~Articles ~~omitted~~of ~~because the required information either is not applicable or is shown in the financial statements or the notes thereto.~~Incorporation

3.In ~~Exhibits~~October ~~Required~~2014, the Articles of Incorporation of the Company were amended to beincrease ~~Filed~~the bynumber ~~Item~~of ~~601~~authorized shares of ~~Regulation~~Company ~~S-K~~common stock to 200,000,000 and to add 50,000,000 shares of $.0001 par value preferred stock to the Company’s authorized capital stock.

~~Exhibit No. Description~~40

22NOTE 11.1 *SUBSEQUENT ~~Subsidiaries of Registrant.~~EVENTS

~~31.1~~Loans *from ~~Certification~~Majority ~~as Adopted Pursuant to Section 302 (a) of the Sarbanes-Oxley Act of 2002.~~Shareholder

~~31.2~~Since *June ~~Certification~~30, as2017, ~~Adopted~~the ~~Pursuant~~Company tohas ~~Section~~obtained ~~302~~loans ~~(a)~~from ofits majority ~~the~~shareholder, ~~Sarbanes-Oxley~~as ~~Act of 2002.~~follows:

32.1 * Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Loan Date ^@	Loan Amount *		Interest Date			Due Date
January 2018	$	100,000		5	%	January 2020
December 2018	$	28,000		5	%	December 2020
February 2019	$	6,000		5	%	February 2021
February 2019	$	120,000		5	%	February 2021
June 2019	$	60,000		5	%	June 2021
June 2019	$	20,000		5	%	June 2021

~~32.2 * Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~_____________________________

~~101~~@ In each loan agreement supporting the subject loan transaction, the underlying loan, when made, was collateralized with future income and receivables.~~INS~~ **On ~~XBRL~~October ~~Instance~~22, ~~Document~~2019, the lender released all collateral, pursuant to a novation agreement.

~~101.SCH~~ ** ~~XBRL~~In ~~Schema~~this ~~Document~~loan transaction, the Company issued a promissory note in a face amount equal to the stated “Loan Amount,” the funds from which were used by the Company for operating expenses and land development expenses.

~~101.CAL~~Loans **from ~~XBRL~~Officer’s ~~Taxonomy Extension Calculation Linkbase Document.~~Family

~~101.DEF~~Since **June ~~XBRL~~30, ~~Taxonomy~~2017, ~~Extension~~the ~~Definition~~Company ~~Linkbase~~has ~~Document.~~obtained loans from the family of one of its officers, as follows:

101.LAB ** XBRL Taxonomy Extension Labels Linkbase Document.

Loan Date ^@	Loan Amount *		Interest Date			Due Date
July 2017	$	140,000		5	%	July 2019 #
September 2017	$	100,000		5	%	September 2019 #
December 2018	$	30,000		5	%	December 2020

~~101.PRE ** XBRL Taxonomy Extension Presentation Linkbase Document.~~_____________________________

~~_____________________~~@ In each loan agreement supporting the subject loan transaction, the underlying loan, when made, was collateralized with future income and receivables. On October 22, 2019, the lender released all collateral, pursuant to a novation agreement.

* ~~filed~~In ~~herewith~~each of these loan transactions, the Company issued a promissory note in a face amount equal to the stated “Loan Amount,” the funds from which were used by the Company for operating expenses and land development expenses.

**# ~~furnished~~Since ~~herewith~~September 2019, this loan has been the subject of a default waiver agreement, pursuant to which it is not due prior to December 31, 2019.This loan was in default from its due date until September 2019.

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.41

42Loans from Related Party

~~SIGNATURES~~Since June 30, 2017, the Company has obtained loans from a related party, as follows:

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on October 13, 2016, on its behalf by the undersigned, thereunto duly authorized.

Loan Date	Loan Amount *		Interest Date			Due Date
November 2017 ^@	$	250,000		5	%	November 2019
November 2017 ^@	$	261,728		5	%	November 2019
December 2017 ^@	$	300,000		5	%	December 2019
January 2018 ^@	$	20,000		5	%	January 2020
February 2018^@	$	20,000		5	%	February 2020
February 2018^@	$	270,000		5	%	February 2020
March 2018 ^@	$	30,000		5	%	March 2020
March 2018^@	$	80,000		5	%	March 2020
March 2018 ^@	$	30,000		5	%	March 2020
April 2018 ^@	$	20,000		5	%	April 2020
April 2018 ^@	$	20,000		5	%	April 2020
May 2018 ^@	$	150,000		5	%	May 2020
June 2018 ^@	$	50,000		5	%	June 2020
June 2018 ^@	$	10,000		5	%	June 2020
July 2018 ^@	$	150,000		5	%	July 2020
September 2018 ^@	$	100,000		5	%	September 2020
October 2018 ^@	$	50,000		5	%	October 2020
November 2018 ^@	$	10,000		5	%	November 2020
November 2018 ^@	$	5,000		5	%	November 2020
December 2018 ^@	$	20,000		5	%	December 2020
February 2019 ^@	$	20,000		5	%	February 2021
March 2019 ^@	$	10,000		5	%	March 2021
April 2019 ^@	$	18,000		5	%	April 2021
April 2019 ^@	$	25,000		5	%	April 2021
April 2019 ^@	$	50,000		5	%	April 2021
May 2019 ^@	$	20,000		5	%	May 2021
July 2019 #	$	10,000		5	%	July 2021
July 2019 #	$	10,000		5	%	July 2021
August 2019 #	$	10,000		5	%	August 2021
August 2019 #	$	40,000		5	%	August 2021
August 2019 #	$	18,000		5	%	August 2021
September 2019 #	$	60,000		5	%	September 2021
September 2019 #	$	30,000		5	%	September 2021
September 2019 #	$	15,000		5	%	September 2021
October 2019 #	$	140,000		5	%	October 2021
November 2019 #	$	50,000		5	%	November 2021

~~HEAVENSTONE CORP. By: /s/ Jack Jie Qin Jack Jie Qin President and CEO~~____________________________

~~Pursuant~~@ toIn ~~the~~each ~~requirements~~loan ofagreement supporting the ~~Securities~~subject loan ~~Exchange~~transaction, ~~Act~~the ofunderlying ~~1934~~loan, ~~this~~when ~~Annual~~made, ~~Report~~was oncollateralized ~~Form~~with ~~10-K~~future ~~has~~income ~~been~~and ~~signed~~receivables. onOn October 1322, ~~2016~~2019, by the ~~following~~lender ~~persons~~released onall ~~behalf of the Registrant~~collateral, inpursuant ~~the~~to ~~capacities~~a ~~indicated:~~novation agreement.

~~/s/~~* ~~Jack~~In ~~Jie~~each ~~Qin~~of ~~Jack~~these ~~Jie~~loan ~~Qin~~transactions, ~~President~~the ~~and~~Company ~~CEO~~issued ~~(principal~~a promissory ~~executive~~note ~~officer)~~in ~~and~~a ~~Director~~face ~~/s/~~amount ~~William~~equal ~~Sluss~~to ~~William~~the E.stated ~~Sluss~~“Loan ~~Chief~~Amount,” ~~Financial~~the ~~Officer~~funds ~~(principal~~from ~~financial~~which ~~officer),~~were ~~Secretary/Treasurer~~used ~~and~~by ~~Director~~the ~~/s/~~Company for ~~Visman~~operating ~~Chow~~expenses ~~Visman~~and ~~Chow~~land ~~Director~~development expenses.

~~SUPPLEMENTAL~~# ~~INFORMATION~~This TOloan BEis ~~FURNISHED~~secured ~~WITH~~by ~~REPORTS~~the ~~FILED~~Company’s ~~PURSUANT~~future TOincome and ~~SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT~~receivables.

43Loan from Third Party

~~Report~~In August 2017, the Company obtained a loan from a third party in the amount of ~~Independent~~$300,000 ~~Registered~~pursuant ~~Public~~to ~~Accounting~~a ~~Firm~~loan agreement and delivered a promissory note, face amount $300,000, in consideration of such loan. Unpaid principal on such loan bears interest at 11.49% per annum, with interest only payments of $2,872 due monthly, with principal and any accrued interest due in August 2020. The proceeds from this loan were used by the Company for operating expenses and land development expenses. The loan is secure by a deed of trust.

ToRepayment ~~the Board~~ of ~~Directors~~Loans ~~and~~to ~~Stockholders of~~Officer

~~Heavenstone~~In ~~Corp~~August 2017, the Company repaid two separate loans made by its President, which loans were obtained in May 2017 ($81,000), and June 2017 ($24,000), an aggregate of $105,000. These loans were made on open account and did not bear interest.

~~City~~Land ofPurchase ~~Industry, California~~Agreement

WeIn ~~have~~November ~~audited~~2017, the ~~accompanying~~Company ~~balance~~purchased ~~sheets~~approximately offive acres ~~Heavenstone Corp. (the "Company"), as~~ of ~~June~~unimproved ~~30,~~real ~~2016~~estate ~~and~~located ~~2015,~~in ~~and the related statements of operations~~Temecula, ~~changes in stockholders' equity (deficit)~~California, ~~and cash flows~~ for ~~the year ended June 30~~$265,000 ~~2016,~~in ~~and the period from July 14, 2014 (inception), through June 30, 2015~~cash. ~~These~~The ~~financial statements are the responsibility of the~~ Company's ~~management.~~intends ~~Our responsibility is~~ to ~~express~~develop anthis ~~opinion~~parcel, at onsuch ~~these~~time ~~financial~~as ~~statements~~adequate ~~based~~funds onare ~~our audits~~available.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.42

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2016 and 2015, and the related results of its operations and its cash flows for the year ended June 30, 2016, and the period from July 14, 2014 (inception), through June 30, 2015, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

October 13, 2016

F - 1

HEAVENSTONE CORP. BALANCE SHEETS
June 30, 2016 and 2015
	2016			2015
ASSETS
Current assets
Cash and cash equivalents	$	52,592		$	271,101
Prepaid and other current assets		156,340			250
Total current assets		208,932			271,351
Fixed assets
Land and land development cost		3,888,846			2,842,860
Office furniture and equipment		14,047			14,047
Accumulated depreciation		(4,448	)		(1,639	)
Total fixed assets		3,898,445			2,855,268
Total assets	$	4,107,377		$	3,126,619
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable	$	155,538		$	97,301
Interest payable		185,509			69,173
Short-term notes payable		38,846			---
Short-term related party debt		2,100,000			100
Total current liabilities		2,479,893			166,574
Non-current liabilities
Long-term related party debt		629,975			2,100,000
Long-term notes payable		1,050,000			750,000
Total non-current liabilities		1,679,975			2,850,000
Total liabilities		4,159,868			3,016,574
Stockholders' equity (deficit)
Preferred stock, $.0001 par value: 50,000,000 shares authorized; zero and zero shares issued and outstanding at June 30, 2016 and 2015, respectively		---			---
Common stock, $.0001 par value: 200,000,000 shares authorized; 71,159,423 shares and 71,159,423 shares issued and outstanding at June 30, 2016 and 2015, respectively		7,116			7,116
Additional paid-in capital		394,386			394,386
Accumulated deficit		(453,993	)		(291,457	)
Total stockholders' equity (deficit)		(52,491	)		110,045
Total liabilities and stockholders' equity (deficit)	$	4,107,377		$	3,126,619
The accompanying notes are an integral part of these financial statements.

F - 2

HEAVENSTONE CORP. STATEMENTS OF OPERATIONS For the Year Ended June 30, 2016, and the Period from Inception (July 14, 2014) to June 30, 2015
	2016			2015
Operating expenses	$	145,064		$	200,409
Operating loss		(145,064	)		(200,409	)
Interest expense		(17,472	)		(91,048	)
Net loss	$	(162,536	)	$	(291,457	)
Loss per share:
Basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding:
Basic and diluted		71,159,423			70,448,077
The accompanying notes are an integral part of these financial statements.

F - 3

HEAVENSTONE CORP. STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) For the Year Ended June 30, 2016, and the Period from Inception (July 14, 2014) to June 30, 2015
	Common Stock, $.0001 par value
	Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total Stockholders' Equity (Deficit)
Inception		---	$	---	$	---	$	---		$	---
Stock issued for cash		70,909,423		7,091		394,161		---			401,252
Stock issued for compensation		250,000		25		225		---			250
Net loss		---		---		---		(291,457	)		(291,457	)
Balance, June 30, 2015		71,159,423		7,116		394,386		(291,457	)		110,045
Net loss		---		---		---		(162,536	)		(162,536	)
Balance, June 30, 2016		71,159,423	$	7,116	$	394,386	$	(453,993	)	$	(52,491	)
The accompanying notes are an integral part of these financial statements.

F - 4

HEAVENSTONE CORP. STATEMENTS OF CASH FLOWS
For the Year Ended June 30, 2016, and the Period from Inception (July 14, 2014) to June 30, 2015
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(162,536	)	$	(291,457	)
Adjustments to reconcile net loss to cash used in operating activities:
Stock-based compensation		---			250
Impairment expense		4,000			---
Depreciation expense		2,809			1,639
Changes in operating assets and liabilities:
Prepaid and other current assets		(79,503	)		(250	)
Accounts payable		(55,421	)		76,516
Interest payable		(20,865	)		69,173
Net cash used in operating activities		(311,516	)		(144,129	)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash paid for purchase of land and land development costs		(799,127	)		(2,072,075	)
Cash paid for purchase of furniture and equipment		---			(14,047	)
Net cash used in investing activities		(799,127	)		(2,086,122	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		---			401,252
Borrowings on loans from related parties		629,975			2,100,100
Repayments on loans to related parties		(100	)		---
Borrowings on loans from third parties		300,000			---
Repayments on loans to third parties		(37,741	)		---
Net cash provided by financing activities		892,134			2,501,352
NET INCREASE (DECREASE) IN CASH		(218,509	)		271,101
Cash, beginning of year		271,101			---
Cash, end of year	$	52,592		$	271,101
The accompanying notes are an integral part of these financial statements.

F - 5

HEAVENSTONE CORP. STATEMENTS OF CASH FLOWS For the Year Ended June 30, 2016, and the Period from Inception (July 14, 2014) to June 30, 2015 (cont.)
Non-cash investing the financing activities
Capitalized interest to land development cost	$	137,201	$	---
Land development cost incurred on credit	$	113,658	$	20,785
Notes issued for land purchases	$	---	$	750,000
Promissory note issued for premium on insurance	$	76,587	$	20,785
Supplemental disclosure of cash flow information
Cash paid for income taxes	$	---	$	---
Cash paid for interest	$	38,337	$	21,875
The accompanying notes are an integral part of these financial statements.

F - 6

HEAVENSTONE CORP. NOTES TO FINANCIAL STATEMENTS June 30, 2016

NOTE 1. THE COMPANY

Heavenstone Corp. (the "Company") was incorporated on June 13, 2014, in the State of Nevada and established a fiscal year end of June 30.

The Company's focus is to become a large real estate development and construction company centered in the Temecula, California area, specializing in luxury vineyard estate homes. In addition, the Company intends to construct and operate a five-star hotel, spa and winery also in the Temecula area.

"True" Inception Date

While the Company was incorporated in the State of Nevada in June 2014, it undertook no activities until July 14, 2014. Due to its having less than one year of actual operations, the Company determined, for financial statement purposes, its "true" inception date to be July 14, 2014, the date of its first activities. The accompanying financial statements are presented in accordance with such determination.

NOTE 2. GOING CONCERN

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the year ended June 30, 2016, the Company has an accumulated deficit of $453,993 and revenue of $-0-. The continuation of the Company as a going concern is dependent upon the company's continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

The Company intends to fund operations through equity and debt financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending June 30, 2017.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying Financial Statements include the accounts of the Company.

The Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the year ended June 30, 2016, and the period ended June 30, 2015, include the valuation of deferred tax assets and the value of stock-based compensation.

Fiscal Year End

The Company elected June 30 as its fiscal year ending date.

F - 7

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term highly liquid investments purchased with original maturities of three months or less. There were no cash equivalents at June 30, 2016, and June 30, 2015.

Property and Equipment

Property is carried at cost. Depreciation is computed on the straight-line method over the estimated useful lives of the assets, which is five years. During the year ended June 30, 2016, and the period ended June 30, 2015, the Company purchased $-0- and $14,047, respectively, of office furniture and equipment in cash. Depreciation expense was $2,809 and $1,639 for the year ended June 30, 2016, and the period ended June 30, 2015, respectively.

Long-Lived Assets

All long-lived assets held and used by the Company, including intangible assets, are reviewed to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. In accordance with ASC 360-10-35 "Impairment or Disposal of Long-lived Assets", the Company bases its evaluation on such impairment indicators as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements, as well as other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable the Company determines whether impairment has occurred through the use of an undiscounted cash flows analysis of the asset. If impairment has occurred, the Company recognizes a loss for the difference between the carrying amount and the estimated value of the asset. During the year ended June 30, 2016, and the period ended June 30, 2015, no impairment is considered necessary on long-lived assets.

Stock-based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the "measurement date." The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain.

Loss per Share

Basic and diluted net loss per common share are computed based on the weighted-average common shares and common share equivalents outstanding during the period. At June 30, 2016 and 2015, there were no outstanding common share equivalents.

Income Taxes

Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending upon the classification of the asset or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company follows the provisions of FASB ASC 740-10 "Uncertainty in Income Taxes". Certain recognition thresholds must be met before a tax position is recognized in the financial statements. An entity may only recognize or continue to recognize tax positions that meet a "more-likely-than-not" threshold. As of June 30, 2016 and 2015, the Company does not believe it has any uncertain tax positions that would require either recognition or disclosure in the accompanying financial statements.

Recent Accounting Pronouncements

The Company has evaluated all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that any of these pronouncements will have a material impact on the Company's financial position and results of operations.

F - 8

NOTE 4. LAND AND LAND DEVELOPMENT COSTS

During the period ended June 30, 2015, the Company purchased three parcels of undeveloped real estate located in Temecula, California. Land and land development costs are carried at cost. Land development costs capitalized include costs associated with the development of the purchased land, including inspection fees and engineering fees. During the period ended June 30, 2015, the Company had $2,842,860 in land and land development costs, of which $2,072,075 was land purchased with cash, $750,000 was land purchased with a promissory note and the balance, $20,785, was development costs incurred on credit. During the year ended June 30, 2016, the Company had $912,785 in land development costs, of which $799,127 was paid in cash, with the remaining $113,658 incurred on credit.

Also, the Compamy capitalized the interest costs of $137,201 incurred for the real estate projects under ASC 835-20 during the year ended June 30, 2016.

NOTE 5. INCOME TAXES

The Company maintains deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets consist of net operating loss carryforward. The net deferred tax asset has been fully offset by a valuation allowance because of the Company's history of losses.

The Company's approximate net deferred tax asset as of June 30, 2016 and 2015, is as follows:

Deferred Tax Asset:	6/30/16			6/30/15
Net operating loss carryforward	$	158,810		$	101,922
Valuation allowance		(158,810	)		(101,922	)
Net deferred tax asset	$	---		$	---

The Company provided a valuation allowance equal to the deferred income tax assets for the year ended June 30, 2016, and the period ended June 30, 2015, because it was not known whether future taxable income will be sufficient to utilize the loss carryforward. The potential tax benefit arising from the loss carryforward will expire in 2034.

Additionally, the future utilization of the net operating loss carryforward to offset future taxable income may be subject to an annual limitation as a result of ownership changes that could occur in the future. If necessary, the deferred tax assets will be reduced by any carryforward that expire prior to utilization as a result of such limitations, with a corresponding reduction of the valuation allowance.

As of June 30, 2016, the Company had a net operating loss of approximately $454,000.

NOTE 6. RELATED-PARTY TRANSACTIONS

Loan from Officer

In August 2014, an officer loaned $100 to the Company. This loan was made on open bank account, was due on demand and did not bear interest. The $100 loan from an officer was repaid during the year ended June 30, 2016.

Stock Purchase Agreement

In June 2014, pursuant to a stock purchase agreement, the Company's majority shareholder purchased 70,000,000 shares of the Company's common stock for $70,000, or $.001 per share, in cash. However, such funds were not received by the Company until July 2014 and the shares were issued during August 2014.

Stock Bonuses

In September 2014, a total of 250,000 shares of common stock were issued as bonuses to certain of the Company's officers and directors. These shares were valued at $.001 per share, or $250, in the aggregate.

Loans from Majority Shareholder

During the period ended June 30, 2015, the Company obtained three separate loans from its majority shareholder, as follows:

F - 9

October 2014 – $850,000. The Company obtained this loan pursuant to a loan agreement and delivered a promissory note, face amount $850,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in October 2016. The proceeds from this loan were used by the Company to purchase 50 acres of land in Temecula, California.

October 2014 – $650,000. The Company obtained this loan pursuant to a loan agreement and delivered a promissory note, face amount $650,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in October 2016. The proceeds from this loan were used by the Company to purchase 10 acres of land in Temecula, California.

December 2014 – $600,000. The Company obtained this loan pursuant to a loan agreement and delivered a promissory note, face amount $600,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in December 2016. The proceeds from this loan were used by the Company to purchase 10 acres of land in Temecula, California.

During the year ended June 30, 2016, the Company obtained two separate loans from its majority shareholder, as follows:

February 2016 – $50,000. The Company obtained this loan pursuant to a loan agreement and delivered a promissory note, face amount $50,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in February 2018. The proceeds from this loan were used by the Company for operating expenses.

February 2016 – $100,000. The Company obtained this loan pursuant to a loan agreement and delivered a promissory note, face amount $100,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in February 2018. The proceeds from this loan were used by the Company for operating expenses.

Loans from Officer's Family

During the year ended June 30, 2016, the Company obtained two separate loans from the family of one of its officers, as follows:

May 2016 – $279,975. The Company obtained this loan pursuant to a loan agreement and delivered a promissory note, face amount $279,975, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in May 2018. The proceeds from this loan were used by the Company for operating expenses.

June 2016 – $200,000. The Company obtained this loan pursuant to a loan agreement and delivered a promissory note, face amount $200,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in June 2018. The proceeds from this loan were used by the Company for operating expenses.

As of June 30, 2016 and 2015, the total outstanding short term related party debt was $2,100,000 and $100, respectively.

As of June 30, 2016 and 2015, the total outstanding long term related party debt was $629,975 and $2,100,000, respectively.

Guaranty of Director

In connection the Company's purchase of approximately 50 acres located in Temecula, California, one of its directors has personally guaranteed the Company's performance under a $750,000 promissory note issued to the selling party. This director was paid no compensation by the Company for such personal guaranty.

NOTE 7. NOTES PAYABLE

In connection with the Company's purchase of 50 acres of land in Temecula, California, in November 2014, the Company issued a $750,000 face amount promissory note to the third-party seller of the land. The principal balance is due in November 2019. The unpaid principal balance of such promissory note bears interest at 5% per annum, with payments of $3,125 due monthly until the entire principal balance has been paid. This promissory note is secured by a deed of trust in favor of the selling party.

F - 10

During the year ended June 30, 2016, the Company obtained two separate loans from third parties, as follows:

February 2016 – $76,587. The Company delivered a promissory note, face amount $76,587, in payment of certain insurance premiums associated with an officers' and directors' insurance policy obtained by the Company. Unpaid principal on such loan bears interest at 6.95% per annum. Repayment of this promissory note is to be made in ten equal monthly payments of $7,904.80, beginning in March 2016.

March 2016 – $300,000. The Company obtained this loan pursuant to a loan agreement and delivered a promissory note, face amount $300,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in March 2018. The proceeds from this loan were used by the Company for operating expenses.

As of June 30, 2016 and 2015, the total outstanding short-term notes payable was $38,846 and $-0-, respectively.

As of June 30, 2016 and 2015, the total outstanding long-term notes payable was $1,050,000 and $750,000, respectively.

NOTE 8. CAPITAL STOCK

Articles of Amendment to Articles of Incorporation

In October 2014, the Articles of Incorporation of the Company were amended to increase the number of authorized shares of Company common stock to 200,000,000 and to add 50,000,000 shares of $.0001 par value preferred stock to the Company's authorized capital stock.

Common Stock Issued for Bonuses

In September 2014, a total of 250,000 shares of common stock were issued as bonuses to the Company's officers and directors. These shares were valued at $.001 per share, or $250, in the aggregate.

Common Stock Issued for Cash

During the period ended June 30, 2015, the Company completed three separate private offerings, as follows:

October 2014. In this private offering, the Company sold a total of 430,000 shares of its common stock for cash in the aggregate amount of $2,150, or $.005 per share.

October 2014. In this private offering, the Company sold a total of 287,078 shares of its common stock for cash in the aggregate amount of $143,539, or $.50 per share.

December 2014. In this private offering, the Company sold a total of 192,345 shares of its common stock for cash in the aggregate amount of $192,345, or $1.00 per share.

The total cash received by the Company pursuant to the three private offerings was $401,252, net of $6,782 in offering-related expenses.

In June 2014, pursuant to a stock purchase agreement, the Company's majority shareholder purchased 70,000,000 shares of the Company's common stock for $70,000 in cash, or $.001 per share. However, such funds were not received by the Company until July 2014.

NOTE 9. SUBSEQUENT EVENTS

Subsequent to June 30, 2016, the Company has obtained two separate loans from the family of one of its officers, as follows:

July 2016 – $170,000. The Company obtained this loan pursuant to a loan agreement and delivered a promissory note, face amount $170,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in July 2018. The proceeds from this loan were used by the Company for operating expenses.

August 2016 – $100,000. The Company obtained this loan pursuant to a loan agreement and delivered a promissory note, face amount $100,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in August 2018. The proceeds from this loan were used by the Company for operating expenses.

F - 11

Subsequent to June 30, 2016, the Company has obtained a single loan from a related party, as follows:

September 2016 – $270,000. The Company obtained this loan pursuant to a loan agreement and delivered a promissory note, face amount $270,000, in consideration of such loan. Unpaid principal on such loan bears interest at 5% per annum, with principal and accrued interest due in September 2018. The proceeds from this loan were applied by the Company to operating expenses.

F - 12

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