UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, ~~2023~~2024

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

	For the transition period from to

Commission file number: 001-32522

China Foods Holdings Ltd.

(Exact name of registrant as specified in its charter)

Delaware

84-1735478

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

2301A, 26 Harbour Road

Wanchai, Hong Kong

0000

(Address of Principal Executive Offices)

(Zip Code)

(852) 3618-8608

Registrant’s telephone number, including area code

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

Title of each class		Name of each exchange on which registered
None		Not Applicable

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

Class “A” Voting Common Stock, no par value

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.406 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 ☐

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. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company ☒
Emerging growth company ☐

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The Registrant’s shares were last sold at a price of $10.0177 per share. Although the Registrant’s stock has very few trades and limited volume, based on the last sales price of $10.0177 shares held by non-affiliates would have a market value of $~~253~~1,~~425~~002,008.

As of April 1511, ~~2024~~2025, the Registrant had 20,252,309 shares of common stock issued and outstanding.

No documents are incorporated into the text by reference.

Table of Contents

		~~Pages~~	Pages
PART I
Item 1.	Business	3	3
Item 1C	Cybersecurity	10	10
Item 2.	Properties	10	10
Item 3.	Legal Proceedings	10	10
Item 4.	Mine Safety Disclosures	10	10
PART II
Item 5.	Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	11	11
Item 6.	Selected Financial Data	12	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12	12
Item 7A.	Quantitative And Qualitative Disclosures About Market Risk	25	25
Item 8.	Financial Statements and Supplementary Data	26	26
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosures	48	48
Item 9A.	Controls and Procedures	48	48
Item 9B.	Other Information	48	48
PART III
Item 10.	Directors and Executive Officers, Promoters, Control Persons, and Corporate Governance	49	49
Item 11.	Executive Compensation	52	52
Item 12.	Security Ownership of Certain Beneficial Owners and Management	53	53
Item 13.	Certain Relationships and Related Transactions, and Director Independence	54	54
Item 14.	Principal Accountant Fees and Services	54	54
PART IV
Item 15.	Exhibits, Financial Statement Schedules	55	55
Signatures		56	57

PART I

ITEM 1. BUSINESS

China Foods Holdings Ltd. (the “Company”, “CFOO”, or “we”) was incorporated in Delaware on January 10, 2019. On January 23, 2019, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with Trafalgar Resources, Inc., a Utah corporation (“Trafalgar”). Pursuant to the Agreement, the Company merged with Trafalgar (the “Merger”) with the Company as the surviving entity. Prior to the Merger, Trafalgar had not commenced operations for several years that had resulted in significant revenue and Trafalgar’s efforts had been devoted primarily to activities related to raising capital and attempting to acquire an operating entity.

The Company is a Delaware holding company and we conduct our business through our wholly owned subsidiary Guangzhou Xiao Xiang Health Industry Company Limited, a limited liability company organized under the laws of China on March 8, 2017 (“GXXHIC”). GXXHIC is wholly owned by Alpha Wellness (HK) Limited, a limited liability company organized under the laws of Hong Kong on April 24, 2019, which is in turn wholly owned by Elite Creation Group, a limited liability company formed under the laws of the British Virgin Islands formed on September 5, 2018. Alpha Wellness (HK) Limited and Elite Creation Group are holding companies without operations and are wholly owned by the Company.

Substantially all of our operations are conducted in China, and are governed by Chinese laws, rules and regulations. Our subsidiary, GXXHIC, is subject to Chinese laws, rules, and regulations. Uncertainties with respect to the interpretation and enforcement of Chinese laws, rules and regulations could have a material adverse effect on us. Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding that the rules and regulations in China can change quickly with little advance notice and that the Chinese government may intervene or influence our operations at any time, could result in a material adverse change in our operations and the value of our securities.

Our History

Prior to the Merger, Trafalgar’s majority stockholder who owned 5,000,000 shares (approximately 95.2%) of the 5,251,309 outstanding shares of Trafalgar’s common stock, par value $0.0001, signed a written consent approving the Merger and the related transactions. Such approval and consent were sufficient under Utah law and Trafalgar’s Bylaws to approve the Merger. The boards of directors and shareholders of the Company and Trafalgar approved the Merger.

Pursuant to the Merger, each share of Trafalgar’s common stock was converted into one share of the Company’s common stock. After the Merger, HY Resources Investments Limited (formerly known as HY (HK) Financial Investments Co., Ltd.) owns 5,001,000 shares of common stock of the Company.

The Merger was effective on March 13, 2019.

On December 11, 2019, the Board of Directors approved a change to its fiscal year-end from September 30 to December 31. As a result of this change, the fiscal year is a 3 month transition period beginning October 1, 2019 through December 31, 2020. In these statements, including the notes thereto, financial results for fiscal 2019 are for a 3-month period. Corresponding results for the years ended September 30, 2019 and 2018 are both for 12-month periods.

On July 9, 2020, the Company consummated the Share Exchange Agreement (“the “Share Exchange Agreement”) with Elite Creation Group Limited, a private limited company organized under the laws of British Virgin Islands (“ECGL”). As a result of the acquisition of ECGL, the Company entered into the healthcare product distributing and marketing industry, pursuing a new strategy of developing and distributing health related products, including supplements, across the globe with a focus on mainland China, Europe and Australia.

ECGL will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, ECGL is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of ECGL, and the Company’s assets, liabilities and results of operations will be consolidated with ECGL beginning on the acquisition date. ECGL was the legal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (ECGL). After completion of the Share Exchange Transaction, the Company’s consolidated financial statements include the assets and liabilities, the operations and cash flow of the accounting acquirer.

Effective July 9, 2020, we consummated the acquisition of ECGL, and its wholly owned subsidiary GXXHIC, a limited liability company organized under the laws of China on March 8, 2017. Alpha Wellness (HK) Limited, a limited liability company organized under the laws of Hong Kong on April 24, 2019, is a holding company without operations.

Corporate Organization Chart

Our Products

Our health products are designed to help enhance immunity and improve general wellbeing. We provide the following categories of healthcare products, wine and customized healthcare consultation services in China: (i) Nutrition Catering (ii) Special Health Food (iii) Health ~~Supplement~~ ~~and~~Supplement (iv) Skincare and (v) wine. The healthcare products target all age groups with different needs.

Our products are taken as healthcare supplements in accordance with the principles of traditional Chinese medicine including the principle complementary medicine and ideal ratios and combinations of ingredients.

Due to the impact of the COVID-19 pandemic in the healthcare industry, we have also offered a new line of high-end wine products in our online and offline sales platform, to diversify the market demand and customer needs.

Our services

We also extend our service scope to provide the personalized health consulting services to our clients, as well as consultancy services such as tailor-made natural food supplement solutions.

Markets and Regions

The Great Health Industry refers to production, operation, service and information dissemination, maintenance, restoration, and promotions linked to health. It covers medical products, health supplements, nutritional foods, medical devices, health appliances, fitness, health management, health consulting and many other production and service areas closely related to human health. The Great Health Industry is an emerging industry with huge market potential, especially in China.

According to the ~~“China~~Frost ~~Great~~& Sullivan ~~Health~~report ~~Industry~~and ~~Strategic~~data ~~Planning~~from ~~and~~the ~~Enterprise~~China ~~Strategy~~Business ~~Consulting~~Industry ~~Report”~~Research ~~published~~Institute, by ~~Qianzhan~~the ~~Industry Institute~~end ~~(前瞻產業研究院)~~of 2023, the scale of ~~the~~China Great Health ~~Industry~~industry has inreached ~~2017~~approximately ~~was~~USD2.01 ~~USD 947~~trillion.42 ~~billion, which~~Preliminary ~~increased~~estimates tosuggest ~~over~~that ~~USD~~in 12024,~~069.66~~ ~~billion~~the inscale ~~2018~~of China Great Health industry will exceed USD2.22 ~~The~~trillion. ~~report~~It ~~predicted~~is ~~USD~~expected 1that by 2025,~~341.66~~ ~~billion~~the ~~volume~~scale ~~for~~of ~~2019~~China ~~and~~Great ~~forecast~~Health ~~over~~industry ~~USD 1,528~~will reach USD2.0943 ~~billion~~trillion ~~for~~to ~~2020~~USD2.57 trillion. InOver the ~~years~~next ~~till~~five ~~2023~~years (2025-2030), the ~~average~~compound annual ~~compound~~ growth rate ~~will~~is expected to be ~~approximately~~around 1210.556%, ~~and~~ with the scale of China Great Health ~~Industry~~industry ~~reaching~~projected ~~approximately~~to ~~USD~~exceed ~~2,153~~USD4.0803 ~~billion~~trillion inby ~~2023~~2030.

Our Strategies

We are focused on achieving long-term growth in revenues, cash flow and profit. We believe that we can achieve this by developing multiple distribution channels and strengthening our marketing and promotions, leading to better product turnover and revenue. We also expect to broaden our product range as well as product differentiation in the future. Based on the business experience accumulated over the years, we believe we can improve the efficiency of our supply chain with time-saving and cost-saving supply chain management and marketing planning for the target customer base with our one-stop service.

Our primary aims are (i) to strengthen our product salability; (ii) to cut logistics cost and time spent and (iii) to further expand the market share in China. Toward this end, we plan to pursue the following business strategies:

	●	Collaborate with third-party e-commerce platforms to boost product exposure, e.g. Tmall, Jingdong mall

	●	Deliver healthcare knowledge and consultation service via social media and We-media

	●	Build brand image and reputation through customer experience and word of mouth

	●	Increase the number of downstream distributors and wholesalers

	●	Strengthen the relationship with manufacturers, suppliers, drug agents and distributors

	●	Pursue strategic acquisitions and partnerships

We intend to develop both online and offline distribution channels to increase sales volume and revenue. We expect to partner with third party e-commerce platforms, social media and We-media such as Wechat, TikTok and Xiaohongshu to build our online presence. We believe that online channels will allow us to provide real-time nutrition and healthcare consultation services as well as increase customer engagement and retention. Starting from the second half of 2020, we have launched our “nutrition consulting” support services using a major social media software to allow customer groups to receive pre-purchase consultation and after-sales service for products anytime and anywhere.

Our current offline sales channel relies on distributors and sales agents. To enhance the visibility and marketability of our products and services and to improve brand recognition and awareness, we hope to develop store-in-shop and counter experiences. We also intend to partner with high-end gyms to form nutrition clubs and hold weight-loss training camps, health assessment and fitness training camps and other activities.

We intend to create a ‘one-stop’ solution for our customers by creating a multi-channel health product supply and retail system. We not only provide personalized consultation service to our customers, but also summarize and analyze our customer feedback and experiences through our consultation service and after-sales service. We intend to share this data with our manufacturers and supply chain partners to develop products and services that better meet the demands of our customers. By pooling and addressing the needs of downstream businesses and combining it with the Consumer to Manufacturer model for upstream transformation, we anticipate establishing a close relationship between manufacturers and suppliers. We believe this model can also reduce circulation costs and improve the efficiency of our supply chain.

We are a Delaware corporation and we conduct our primary operations in China through our subsidiary GXXHIC. We face various risks and uncertainties related to doing business in China. Our subsidiary GXXHIC is subject to complex and evolving PRC laws and regulations. Recently, the PRC enacted rules and regulations governing offshore offerings, anti-monopoly actions, and additional oversight on cybersecurity and data privacy.

We do not believe that GXXHIC is in violation of any laws, rules or regulations but since these newly enacted rules are still evolving, we cannot assure you that our business operations comply with such regulations and authorities’ requirements in all respects during the development of these new rules. However, in terms of business operation, GXXHIC expects to adapt to the newly issued rules and take dependent measures to comply with the laws and regulations of the Chinese authorities.

The PRC government’s authority in regulating our operations and its oversight and control over offerings and listings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline or be worthless. Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our securities. But so far, the current operation and securities value of the Company are stable, and we believe that its risks are to the Company are manageable.

For example, the recently promulgated PRC Data Security Law and the PRC Personal Information Protection Law in 2021 posed additional challenges to our cybersecurity and data privacy compliance. The Cybersecurity Review Measures issued by the Cyberspace Administration of China, or the CAC and several other PRC governmental authorities in December 2021, as well as the Administration Regulations on Cyber Data Security (Draft for Comments) published by the CAC for public comments in November 2021, exposes uncertainties and potential additional restrictions on China-based overseas-listed companies like us. If the detailed rules, implementations, or the enacted version of the draft measures mandate clearance of cybersecurity review and other specific actions to be completed by us, we face uncertainties as to whether such clearance can be timely obtained, the failure of which may subject us to penalties, which could materially and adversely affect our business and results of operations and the price of our securities. However, as the Company operates in a traditional food industry, we believe the promulgation of the above laws will have a low impact on the Company and CFOO believes it is in compliance with the above laws.

In addition, on December 24, 2021, the China Securities Regulatory Commission, or the CSRC, published the draft Regulations of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or the Administrative Provisions, and the draft Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) for public comments. Pursuant to these drafts, PRC domestic companies that directly or indirectly seek to offer or list their securities on an overseas stock exchange, including a PRC company limited by shares and an offshore company whose main business operations are in China and intends to offer securities or be listed on an overseas stock exchange based on its onshore equities, assets, incomes or similar interests, are required to file with the CSRC within three business days after submitting their application documents to the regulator in the place of intended listing or offering. Particularly, as for the PRC domestic companies that have directly or indirectly listed securities in overseas markets intend to conduct follow-on offerings in overseas markets, such companies are required to submit the filing with respect to the follow-on offering within three business days after completion of the follow-on offering.

Furthermore, the PRC anti-monopoly regulators have promulgated new anti-monopoly and competition laws and regulations and strengthened the enforcement under these laws and regulations. There remain uncertainties as to how the laws, regulations and guidelines recently promulgated will be implemented and whether these laws, regulations and guidelines will have a material impact on our business, financial condition, results of operations and prospects. We do not believe there GXXHIC is in violation of any laws, rules or regulations related to monopolies or competition but we cannot assure you that our business operations comply with such regulations and authorities’ requirements in all respects. If any non-compliance is raised by relevant authorities and determined against us, we may be subject to fines and other penalties. These risks could result in a material adverse change in our operations and the value of our securities, significantly limit or completely hinder our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline or be worthless.

Permissions Required from the PRC Authorities for Our Operations

GXXHIC has received a Business License from the relevant department of the State Administration for Market Regulation. Apart from the Business License, GXXHIC may be subject to additional licensing requirements for our business operation due to the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities.

Furthermore, in connection with the operations of GXXHIC, as of the date of this report, neither GXXHIC nor the Company are required to obtain any approval or permission from the CSRC, CAC or any other PRC governmental authorities, nor has the Company or GXXHIC received any formal inquiry, notice, warning or sanction from any PRC governmental authorities in connection with requirements of obtaining such approval or permission, under any currently effective PRC laws, regulations and regulatory rules.

However, the PRC government has recently indicated an intent to exert more oversight over offerings that are conducted overseas and/or foreign investment in China-based issuers like us, and published a series of proposed rules for public comments in this regard, the enaction timetable, final content, interpretation and implementation of which remains uncertain. Therefore, there are substantial uncertainties as to how PRC governmental authorities will regulate overseas listing in general and whether we are required to complete filing or obtain any specific regulatory approvals from the CSRC, CAC or any other PRC governmental authorities for our future offshore offerings. If we had inadvertently concluded that such approvals were not required, or if applicable laws, regulations or interpretations change in a way that requires us to obtain such approval in the future, we may be unable to obtain such necessary approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained. Any such circumstance could subject us to penalties, including fines, suspension of business and revocation of required licenses, significantly limit or completely hinder our ability to continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Our Subsidiary, GXXHIC, is Subject to Chinese Laws, Rules, And Regulations

Our subsidiary, GXXHIC, is subject to Chinese laws, rules, and regulations. Uncertainties with respect to the interpretation and enforcement of Chinese laws, rules and regulations could have a material adverse effect on us. We believe that GXXHIC will continue to manage any adverse effects on the premise of complying with Chinese laws, rules, and regulations. Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding that the rules and regulations in China can change quickly with little advance notice and that the Chinese government may intervene or influence our operations at any time, could result in a material adverse change in our operations and the value of our securities.

Substantially all of our operations are conducted in China, and are governed by Chinese laws, rules and regulations. The Chinese legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which legal cases may be cited for reference but have limited value as precedents. In the late 1970s, the Chinese government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past four decades has significantly increased the protections afforded to various forms of foreign or private-sector investment in China. However, since these laws and regulations are relatively new and the Chinese legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties.

From time to time, we may have to resort to administrative and court proceedings to interpret and/or enforce our legal rights. However, since Chinese administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings, and the level of legal protection we enjoy, than in more developed legal systems. Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Furthermore, the Chinese legal system is based in part on government policies and internal rules (some of which are not published in a timely manner or at all) that may have retroactive effect.

As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, and any failure to respond to changes in the regulatory environment in China could affect our business and our ability to continue our operations.

Changes in Chinese political policies and economic and social policies or conditions may affect and fluctuate our business, results of operations and financial condition and may affect our growth and expansion strategies.

Substantially all of our assets and business operations are located in China. Accordingly, our business, results of operations, financial condition and prospects may be influenced to a significant degree by political, economic and social conditions in China generally, by continued economic growth in China as a whole, and by geopolitical stability in the region.

The Chinese economy, markets and levels of consumer spending are influenced by many factors beyond our control, including current and future economic conditions, political uncertainty, unemployment rates, inflation, fluctuations in the level of disposable income, taxation, foreign exchange control, and changes in interest and currency exchange rates. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, foreign exchange control and fiscal measures and allocation of resources. Although the Chinese government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the restructuring of state assets and state-owned enterprises, and the establishment of improved corporate governance in business enterprises, a significant portion of productive assets in China is still owned or controlled by the Chinese government. The Chinese government also exercises significant control or influence over Chinese economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary and fiscal policies, regulating financial services and institutions and providing preferential treatment to particular industries or companies.

While the Chinese economy has experienced significant growth in recent decades, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall Chinese economy but may also have an effect on us. Our results of operations and financial condition could be affected by government control over capital investments or changes in tax regulations that are applicable to us. In addition, the Chinese government has implemented certain measures, including interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity in China.

Transfers of Cash to and from Our Subsidiaries

China Foods Holdings Ltd is a Delaware holding company with no operations of its own. We conduct our operations in Hong Kong through our subsidiary in Hong Kong, while our operations in PRC are conducted through our subsidiary in PRC. We may rely on dividends to be paid by our Hong Kong subsidiary to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. There is a possibility that the PRC could prevent our cash maintained in Hong Kong from leaving or the PRC could restrict the deployment of the cash into our business or for the payment of dividends. Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or declare a dividend or other distributions to our shareholders. If our Hong Kong subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. To date, our subsidiaries have not made any transfers, dividends or distributions to China Foods Holdings Ltd. and China Foods Holdings Ltd. has not made any transfers, dividends or distributions to our subsidiaries.

China Foods Holdings Ltd. is permitted under the Delaware laws to provide funding to our subsidiaries in Hong Kong through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements. Our Hong Kong subsidiary s also permitted under the laws of Hong Kong to provide funding China Foods Holdings Ltd. through dividend distribution without restrictions on the amount of the funds. As of the date of this report, there has been no dividends or distributions among the holding company or the subsidiaries nor do we expect such dividends or distributions to occur in the foreseeable future among the holding company and its subsidiaries.

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

Subject to the Delaware Statutes and our bylaws, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due. There is no further Delaware statutory restriction on the amount of funds which may be distributed by us by dividend.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. The laws and regulations of the PRC do not currently have any material impact on transfer of cash from China Foods Holdings Ltd. to our Hong Kong subsidiaries or from our Hong Kong subsidiaries to China Foods Holdings Ltd. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to U.S investors.

Current PRC regulations permit PRC subsidiaries to pay dividends to Hong Kong subsidiaries only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. As of the date of this prospectus, we do not have any PRC subsidiaries.

The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive all of the revenues from our operations, we may be unable to pay dividends on our common stock.

Cash dividends, if any, on our common stock will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10.0%.

In order for us to pay dividends to our shareholders, we will rely on payments made from our Hong Kong subsidiary to China Foods. Certain payments from PRC subsidiaries to Hong Kong subsidiaries will be subject to PRC taxes, including business taxes and VAT. As of the date of this report, our Hong Kong subsidiary has not made any transfers or distributions.

Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevant dividends; and (b) the Hong Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by a PRC subsidiary to its immediate holding company. As of the date of this prospectus, we do not have a PRC subsidiary. In the event that we acquire or form a PRC subsidiary in the future and such PRC subsidiary desires to declare and pay dividends to our Hong Kong subsidiary, our Hong Kong subsidiary will be required to apply for the tax resident certificate from the relevant Hong Kong tax authority. In such event, we plan to inform the investors through SEC filings, such as a current report on Form 8-K, prior to such actions.

The Holding Foreign Companies Accountable Act

The Holding Foreign Companies Accountable Act (the “HFCAA”), was enacted on December 18, 2020. The HFCAA requires that the Public Company Accounting Oversight Board (the “PCAOB”) determine whether it is unable to inspect or investigate completely registered public accounting firms located in a non-U.S. jurisdiction because of a position taken by one or more authorities in that jurisdiction. Our auditor through April 9, 2024, HKCM & CPA Co., is based in Hong Kong and is subject to the ~~determinations~~ determinations announced by the ~~PCOAB~~PCAOB on December 16, 2021 and the HFCAA. On ~~April~~October 917, 2024, the Company engaged a new auditor, ~~Olayinka~~J&S ~~Oyebola~~Associate ~~and~~PLT ~~Co.,~~ a PCAOB approved auditing firm based in ~~Lagos~~Kuala Lumpur, ~~Nigeria~~Malaysia. On December 16, 2021, the PCAOB reported its determination that it was unable to inspect or investigate completely registered public accounting firms headquartered in the PRC and Hong Kong, because of positions taken by PRC authorities in those jurisdictions. On March 30, 2022, based on this determination, the Company was transferred to the SEC’s “Conclusive list of issuers identified under the HFCA.” Since our auditor at the time was located in Hong Kong, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities, our auditor was not currently inspected by the PCAOB. The HFCAA states that if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States. The related risks and uncertainties could cause the value of our shares to significantly decline or be worthless.

On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”), governing inspections and investigations of audit firms based in Mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in Mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in Mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. In the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause trading in our securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist our securities.

In December 2022, the PCAOB vacated its determination that it was unable to inspect and investigate PCAOB-registered public accounting firms in mainland China. Until a new determination is reached by the PCAOB, the SEC has determined that there are no issuers currently at risk of having their securities subject to a trading prohibition under the HFCAA. Although we are committed to complying with the rules and regulations applicable to listed companies in the United States, if the PCAOB were to issue a new determination regarding limitations on its ability to inspect or investigate our independent auditor and we were to fail to meet the audit requirements of the HFCAA for two consecutive years, we may be prohibited from listing our securities on a national securities exchange and be delisted from the OTC Market. Delisting of our securities would force holders of our securities to sell their securities or convert them into our ordinary shares. The market price of our securities could be adversely affected as a result of anticipated negative impacts of these executive or legislative actions upon, as well as negative investor sentiment towards, companies with significant operations in China that are listed in the United States, regardless of whether these executive or legislative actions are implemented and regardless of our actual operating performance. The related risks and uncertainties could cause the value of our shares to significantly decline or be worthless.

ITEM 1C. CYBERSECURITY

Given the size of our company and the nature of our operations, we do not believe that we face significant cybersecurity risk.

We have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. We utilize ~~standard~~ standard commercial software for business operations, which includes basic security features such as password protection and data encryption. Our management is generally responsible for assessing and managing any cybersecurity threats.

To date, we have not experienced any material cybersecurity incidents, and there has been no known unauthorized access to our systems. Should any reportable cybersecurity incident arise, our management shall promptly report such matters to our Board of Directors for ~~further~~ further actions, including regarding the appropriate disclosure in accordance with SEC regulations, mitigation, and other response or ~~actions~~ actions that the Board of Directors deems appropriate to take.

ITEM 2. PROPERTIES

The Company’s operating office is located at No. 11, Qingbo Road, Ersha Island, Yuexiu District, Guangzhuou, China, with the area of 250 square meters.

The Company also entered a lease of corporate office located at Room 2301A, China Resources Building, 26 Harbour Road, Wanchai, Hong ~~Kong~~ Kong with a monthly rent of HK$36,603 (approximately US$4,700). The lease ~~will~~is ~~expire~~a fixed one-year term, commencing on May 1617, 2024, and ending on May 16, 2025.

ITEM 3. LEGAL PROCEEDINGS

We may be subject to litigation from time to time as a result of our normal business operations. Presently, there are no material pending legal proceedings to which we are a party or as to which any of our property is subject, and no such proceedings are known to be threatened or contemplated against us.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

PART II

ITEM 5. MARKET FOR COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s common stock is quoted on the OTC Markets under the symbol “CFOO” (former symbol “TFLG”). Set forth below are the high and low bid prices for the Company’s Common Stock for the respective quarters. Although the Company’s common stock is quoted on the OTC Markets it has traded sporadically with no real volume and there is currently no ask price. Consequently, the information provided below may not be indicative of the Company’s common stock price under different conditions.

All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions. There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained.

The following table sets forth, for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on the OTC Markets “Pink”. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Quarter Ended	High Bid		Low Bid
December 2024	$	0.77	$	0.77
September 2024	$	0.77	$	0.77
June 2024	$	0.77	$	0.77
March 2024	$	0.77	$	0.77
December 2023	$	2.50	$	2.50
September 2023	$	2.50	$	2.50
June 2023	$	2.50	$	2.50
March 2023	$	2.50	$	2.50
December 2022	$	1.27	$	1.27
September 2022	$	1.27	$	1.26
June 2022	$	1.26	$	1.25
March 2022	$	1.25	$	1.25

Holders

At ~~March~~April 2911, ~~2024~~2025, the Company had approximately 231 shareholders of record of our common stock. Such number does not include any shareholders holding shares in nominee or “street name”.

Dividends

Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors. We paid no dividends during the periods reported herein, nor do we anticipate paying any dividends in the foreseeable future.

Recent Sales of Unregistered Securities

The Company had no sales of securities in ~~2023~~2024 and ~~2022~~2023.

Securities authorized for issuance under equity compensation plans

The Company does not have securities authorized for issuance under any equity compensation plans.

Performance graph

Not applicable to smaller reporting companies.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The Company did not repurchase any shares of the Company’s common stock during ~~2023~~2024.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable to a smaller reporting company.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Statements

This Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include by are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

Plan of Operation

We are a health company that develops, markets, promotes and distributes a variety of customized health care products and services, including supplements, healthy snacks, meal replacements, and nutritional consultation services to consumers in China. We work with certain licensed healthcare food factories to develop and manufacture products and services that are distributed conventionally through sales agents and also through a network of e-commerce and social media platforms.

In addition to products, we are committed to providing customized science based wellness consultation and service programs to customers. Our diverse products and services target health conscious customers and differentiate based upon age and gender and seek to manage different conditions. We reach out to customers fitting certain health and lifestyle profiles through our offline and online consultation services, and track eating habits and health indicators to provide customized products such as supplements. We believe this will facilitate the ability of customers to monitor, understand and adjust their health practices and lifestyle anytime and anywhere for increased customer engagement and retention.

We conduct our business through our wholly owned subsidiary Guangzhou Xiao Xiang Health Industry Company Limited, a limited liability company organized under the laws of China on March 8, 2017. Alpha Wellness (HK) Limited, a limited liability company organized under the laws of Hong Kong on April 24, 2019, and Elite Creation Group, a limited liability company formed under the laws of the British Virgin Islands formed on September 5, 2018, are holding companies without operations.

Our Products and Services

Our health products are designed to help enhance immunity and improve general wellbeing. We provide the following categories of healthcare products and customized healthcare consultation services in China: (i) Nutrition Catering (ii) Special Health Food (iii) Health Supplement, ~~and~~ (iv) Skincare and (v) Wine. The healthcare products target all age groups with different needs.

Product category	Representative Products	Description
Nutrition Catering Series	Jasmine Beauty	Meal replacement and healthy snacks

Special Health Food Series	Power Centinent	Products that support a healthy active lifestyle and enhance Immunity

Health Supplement Series	Fuli Fruit Juice	Functional fruit beverages and dietary and nutritional supplements containing resveratrol, anthocyanin, superoxide enzyme

Skincare Series	Tightness	Facial skin care and recovery

Wine	Ame de Purete	Bordeaux wine from France

Our wine business isfocuses on customized ~~production and~~ procurement ~~through~~by establishing cooperative relationships with selected wine suppliers. ~~Among them, high~~High-quality wines ~~wine~~are is directly sourced, packaged, and labeled in ~~the~~their ~~country~~countries of origin, ~~and~~ then imported through supply chain agents. At present, one of the main ~~product~~products of ~~Alpha~~Guangzhou ~~Wellness~~Xiao Xiang Health Industry Company Limited’s high-end wine business is a Puerto Rican red wine from France. The deep, strong and full-bodied Puerto Rico is a wine with rich tannins and fruit. We source this wine through a distribution agreement with Shenzhen Guisheng Supply Chain Co., Ltd. In addition to the wine business, Guangzhou Xiao Xiang will expand its product range to include beauty products, with a particular focus on skincare items such as facial masks. This strategic extension aligns with the company’s vision to diversify its offerings and tap into the growing beauty and wellness market.

Markets and Regions

According to the ~~“China~~Frost ~~Great~~& ~~Health~~Sullivan ~~Industry~~report ~~Strategic~~and ~~Planning~~data ~~and~~from ~~Enterprise~~the ~~Strategy~~China ~~Consulting~~Business Industry ~~Report”~~Research ~~published~~Institute, by ~~Qianzhan~~the ~~Industry Institute~~end ~~(前瞻產業研究院)~~of 2023, the scale of ~~the~~China Great Health ~~Industry~~industry inhas ~~2017~~reached ~~was~~approximately ~~USD 947~~USD2.4201 ~~billion,~~trillion. ~~which~~Preliminary ~~increased~~estimates tosuggest ~~over~~that ~~USD~~in 12024,~~069.66~~ ~~billion~~the inscale ~~2018~~of China Great Health industry will exceed USD2.22 ~~The~~trillion. ~~report~~It ~~predicted~~is ~~USD~~expected 1that by 2025,~~341.66~~ ~~billion~~the ~~volume~~scale ~~for~~of ~~2019~~China ~~and~~Great ~~forecast~~Health ~~over~~industry ~~USD 1,528~~will reach USD2.0943 ~~billion~~trillion ~~for~~to ~~2020~~USD2.57 Intrillion. Over the ~~years~~next ~~till~~five ~~2023,~~years (2025-2030), the ~~average~~compound annual ~~compound~~ growth rate ~~will~~is expected to be ~~approximately~~around 1210.556%, ~~and~~ with the scale of China Great Health ~~Industry~~industry ~~reaching~~projected ~~approximately~~to ~~USD~~exceed ~~2,153~~USD4.0803 trillion ~~billion~~by ~~in 2023~~2030.

Our Strategies

Our primary aims are (i) to strengthen our product saleability; (ii) to cut logistics cost and time spent and (iii) to further expand the market share in China. Toward this end, we plan to pursue the following business strategies:

	●	Collaborate with third-party e-commerce platforms to boost product exposure, e.g. Tmall, Jingdong mall

	●	Deliver healthcare knowledge and consultation service via social media and We-media

	●	Build brand image and reputation through customer experience and word of mouth

	●	Increase the number of downstream distributors and wholesalers

	●	Strengthen the relationship with manufacturers, suppliers, drug agents and distributors

	●	Pursue strategic acquisitions and partnerships

The main sales model of wine business is to develop online and offline distribution channels to increase sales and revenue. In terms of online sales, we hope to cooperate with third-party e-commerce platforms, social media, WeChat, Tiktok, Xiaohongshu and other We Media to build our online image. For example, we have built the official flagship store of Xiao Xiang Health on the Tmall e-commerce platform. The offline sales channel mainly cooperates with dealers for sales, mainly relying on distributors and sales agents.

Competition

We operate in a highly competitive and fragmented industry that is sensitive to price and service. We compete with leading e-commerce companies such as Alibaba (China) which may offer substantially the same or similar product offerings as us. We also compete with businesses that focus on particular merchant categories or markets such as UNI HEALTH (HK stock code: 02211) and ALI HEALTH (HK stock code:0241). We also compete with traditional cash payments and other popular online shopping websites and apps, and other traditional media companies that provide discounts on products and services. We believe the principal competitive factors in our market include the following:

	●	Breadth of member base and the products and services featured.

	●	Close and fast pre-sales and after-sales service response.

	●	Ability to reduce the product turnover time and inventory cost.

	●	Relationship and bargaining power with supplier and manufacturer.

	●	Healthcare product effectiveness and acceptance from customer.

	●	Local presence and understanding of local business trends.

	●	Ability to deliver a high volume of relevant services and information to consumers.

	●	Ability to produce high purchase rates for products and services among members.

	●	Strength and recognition of our brand.

Although we believe we compete favorably on the factors described above, many of our current and potential competitors have longer operating histories, significantly greater financial, technical, marketing and other resources, larger product and services offerings, larger customer base and greater brand recognition. These factors may allow our competitors to benefit from their existing customer base with lower development costs or to respond more quickly than we can to new or emerging technologies and changes in customer requirements. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger customer base more effectively than us. Our competitors may develop products or services that are similar to our products and services or that achieve greater market acceptance than our products and services. In addition, although we do not believe that customer payment terms are a principal competitive factor in our market, they may become such a factor, and we may be unable to compete on such terms.

Government and Industry Regulations

We are subject to the general laws in China governing businesses including labor, occupational safety and health, general corporations, intellectual property and other similar laws.

Product Liability and Consumers Protection

Product liability claims may arise if any of our healthcare products have a harmful effect on a consumer, who may make a claim for damages or compensation as an injured party. The General Principles of the Civil Law of the PRC, which became effective in January 1987, state that manufacturers and sellers of defective products causing property damage or injury shall incur civil liabilities for such damage or injuries.

The Product Quality Law of the PRC was enacted in 1993 and amended in 2000 to strengthen the quality control of products and protect consumers’ rights and interests. Under this law, manufacturers and distributors who produce or sell defective products may be subject to confiscation of earnings from such sales, revocation of business licenses and imposition of fines, and in severe circumstances, may be subject to criminal liability.

The Law of the PRC on the Protection of the Rights and Interests of Consumers was promulgated on October 31, 1993 and became effective on January 1, 1994 to protect consumers when they purchase or use goods or services. All business operators must comply with this law when they manufacture or sell goods and/or provide services to customers. In extreme situations, product manufacturers and distributors may be subject to criminal liability if their goods or services lead to the death or injuries of customers or other third parties.

Summary of Financial Information

WeOur ~~have~~business ~~been~~experienced ~~significantly~~steady ~~impacted~~growth bythis ~~COVID-19~~year, ~~global~~driven ~~pandemic.~~by Inimproving ~~addition~~market toconditions ~~the~~and ~~devastating~~increased ~~effects~~demand onfor ~~human~~our ~~life,~~services. ~~the~~We ~~pandemic~~have ~~is having~~continued ato ~~negative~~refine ~~ripple~~our ~~effect~~operational onstrategies, ~~the~~enhance ~~global economy~~efficiency, ~~leading to disruptions~~ and ~~volatility~~capitalize inon ~~the~~emerging ~~global~~opportunities. ~~financial~~This ~~markets.~~positive ~~China~~momentum ~~and~~has ~~many~~contributed ~~other~~to ~~countries~~a ~~have~~stronger ~~issued~~financial ~~policies~~performance ~~intended~~compared to ~~stop~~the orprevious ~~slow~~year. ~~the~~While ~~further~~challenges ~~spread~~remain, ofwe ~~the~~remain ~~disease~~committed to sustainable growth and operational excellence.

COVID-19 and China’s response to the pandemic are significantly affecting the economy. There are no comparable events that provide guidance as to the effect the COVID-19 pandemic may have, and, as a result, the ultimate effect of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the effects on the economy, the markets we serve, our business or our operations.15

15The following table sets forth certain operational data for the years ended December 31, 2024 and 2023:

~~The~~STATEMENT ~~following~~OF ~~table~~OPERATIONS ~~sets forth certain operational data for the years ended December 31, 2023 and 2022~~DATA:

STATEMENT OF OPERATIONS DATA:

	For the Year Ended December 31, 2024			For the Year Ended December 31, 2023
Revenues	$	233,339		$	158,475
Cost of revenue		(179,466	)		(94,331	)
Gross profit		53,873			64,144
Total operating expenses		(509,510	)		(468,781	)
Total other income		902			937
Loss before income taxes		(454,735	)		(403,700	)
Income tax benefit		(836	)		-
Net loss		(455,571	)		(403,700	)

	For the Year Ended December 31, 2023			For the Year Ended December 31, 2022
Revenues	$	158,475		$	354,096
Cost of revenue		(94,331	)		(243,034	)
Gross profit		64,144			111,062
Total operating expenses		(468,781	)		(503,795	)
Total other income		937			39,483
Loss before income taxes		(403,700	)		(353,250	)
Income tax expense		-			(828	)
Net loss		(403,700	)		(354,078	)

Revenue. We generated revenues of $233,339 and $158,475 for the fiscal years ended December 31, 2024 and 2023. All of our major customers are located in the PRC and Hong Kong. Our revenue increased by 47%, due to the upturn in market conditions and high demand in the healthcare market.

~~Revenue.~~During ~~We generated revenues of $158,475 and $354,096 for~~ the ~~fiscal~~ years ended December 31, ~~2023~~2024, and ~~2022. All of our major customers are located in the PRC and Hong Kong. Our revenue continued to decrease~~2023, ~~due to~~ the ~~after-impact~~nature of ~~COVID-19~~businesses and ~~sluggish~~segment ~~demand~~was inshown ~~the~~as ~~wine market .~~below:

~~During~~Currently, the ~~years~~Company ~~ended~~has ~~December~~two ~~31,~~reportable ~~2023,~~business ~~and 2022, the nature of businesses and segment was shown as below~~segments:

~~Currently~~(i) Healthcare Segment, mainly provides health consulting advisory services and healthcare and wellness products to the ~~Company~~customers; ~~has~~and ~~two~~(ii) ~~reportable~~Wine ~~business~~Segment, ~~segments:~~mainly provides wine products to the customers.

(i) Healthcare Segment, mainly provides health consulting advisory services and healthcare and wellness products to the customers; and (ii) Wine Segment, mainly provides wine products to the customers.16

In the following table, revenue is disaggregated by primary major product line, including a reconciliation of the disaggregated revenue with the reportable segments.

	Year Ended December 31, 2024
	Healthcare Segment			Wine Segment			Total
Revenue from external customers:
Consulting service income	$	19,524		$	-		$	19,524
Sale of healthcare products		106,024			-			106,024
Sale of wine products		-			107,791			107,791
Total revenue		125,548			107,791			233,339

Cost of sales:
Sale of healthcare products		(94,512	)		-			(94,512	)
Sale of wine products		-			(84,954	)		(84,954	)
Total cost of revenue		(94,512	)		(84,954	)		(179,466	)

Gross profit		31,036			22,837			53,873

Operating expenses:
Selling and distribution		-			(6,856	)		(6,856	)
General and administrative		(100,531	)		(402,123	)		(502,654	)
Total operating expenses		(100,531	)		(408,979	)		(509,510	)

Segment loss	$	(69,495	)	$	(386,142	)	$	(455,637	)

	Year Ended December 31, 2023
	Healthcare Segment			Wine Segment			Total
Revenue from external customers:
Consulting service income	$	15,968		$	-		$	15,968
Sale of healthcare products		3,344			-			3,344
Sale of wine products		-			139,163			139,163
Total revenue		19,312			139,163			158,475
Cost of sales:
Consulting service income		-			-			-
Sale of healthcare products		(1,419	)		-			(1,419	)
Sale of wine products		-			(92,912	)		(92,912	)
Total cost of revenue		(1,419	)		(92,912	)		(94,331	)
Gross profit		17,893			46,251			64,144
Operating expenses:
Selling and distribution		-			(3,547	)		(3,547	)
General and administrative		(93,047	)		(372,187	)		(465,234	)
Total operating expenses		(93,047	)		(~~372~~375,~~187~~734	)		(468,781	)
Segment loss	$	(75,154	)	$	(329,483	)	$	(404,637	)

	Year Ended December 31, 2022
	Healthcare Segment			Wine Segment			Total
Revenue from external customers:
Consulting service income	$	141,053		$	-		$	141,053
Sale of healthcare products		39,599			-			39,599
Sale of wine products		-			173,444			173,444
Total revenue		180,652			173,444			354,096
Cost of sales:
Consulting service income		(59,747	)		-			(59,747	)
Sale of healthcare products		(14,888	)		-			(14,888	)
Sale of wine products		-			(168,399	)		(168,399	)
Total cost of revenue		(74,635	)		(168,399	)		(243,034	)
Gross profit		106,017			5,045			111,062
Operating expenses:
Selling and distribution		-			(2,988	)		(2,988	)
General and administrative		(416,939	)		(88,579	)		(505,518	)
Total operating expenses		(416,939	)		(91,567	)		(508,506	)
Segment loss	$	(310,922	)	$	(86,522	)	$	(397,444	)

17The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables:

The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables:

	Years ended December 31,
	2024		2023

Hong Kong	$	19,228	$	15,968
China		214,111		142,507

	$	233,339	$	158,475

	Years ended December 31,
	2023		2022
Hong Kong	$	15,968	$	140,477
China		142,507		213,619
	$	158,475	$	354,096

During the years ended December 31, 2024, and 2023, the following customers accounted for 10% or more of our total net revenues:

During the years ended December 31, 2023, and 2022, the following customers accounted for 10% or more of our total net revenues:

	Year ended December 31, 2024						December 31, 2024
	Revenues		Percentage of revenues				Accounts receivable
Hunan Wuyouzhongle Culture Media Co., Ltd.	$	101,470		43	%		$	-
Guangdong Chuanrun Film and Television Communication Co., Ltd.		43,743		19	%			-
Tmall store		24,979		11	%			-
TOTAL	$	170,192		73	%	Total	$	-

	Year ended December 31, 2023							December 31, 2023 (Restated)		~~December 31, 2023~~
	Revenues		Percentage of revenues					Accounts receivable		~~Accounts receivable~~
Qianhai International Liaison Services and Investment Co., Ltd	$	83,433		53	%			$	-	$	~~38,831~~
Huaye Xiaoxiang Health Industry Co., Ltd.		42,827		27	%				-		-
Tang Fung Limited		15,968		10	%				-		-
TOTAL	$	142,228		90	%	Total	~~Total~~	$	-	$	~~38,831~~

	Year ended December 31, 2022						December 31, 2022
	Revenues		Percentage of revenues				Accounts receivable
Guangzhou Dexin Huamao Trading Co., Ltd.	$	164,566		46	%		$	-
Tang Fung Limited		140,477		40	%			5,120
TOTAL	$	305,043		86	%	Total	$	5,120

Cost of Revenue. Cost of revenue as a percentage of net revenue was approximately 76.91% for the fiscal year ended December 31, 2024. Cost of revenue as a percentage of net revenue was approximately 59.52% for the fiscal year ended December 31, 2023. The increase in cost of revenue as a percentage of net revenue is attributable to an increase in sales of healthcare products. During the years ended December 31, 2024 and 2023, the following vendors accounted for 10% or more of our purchases:

Cost of Revenue. Cost of revenue as a percentage of net revenue was approximately 59.52% for the fiscal year ended December 31, 2023. Cost of revenue as a percentage of net revenue was approximately 68.64% for the fiscal year ended December 31, 2022. The decrease in cost of revenue as a percentage of net revenue is attributable to a decrease in sales of healthcare product. During the years ended December 31, 2023 and 2022, the following vendors accounted for 10% or more of our purchases:

	Year ended December 31, 2024						December 31, 2024
Vendor	Purchases		Percentage of purchases				Accounts payable
Guangzhou Niyas Biotechnology Co., Ltd.	$	77,150		43	%		$	-
JD.com	$	84,954		47	%		$	-
TOTAL	$	162,104		90	%	Total:	$	-

	Year ended December 31, 2023									December 31, 2023
	Year ended December 31, 2023 (Restated)							December 31, 2023
Vendor	Purchases		Percentage of purchases					Accounts payable		~~Accounts payable~~
Heilongjiang Hengyuan Food Co., Ltd.:	$	7,961		100	%		Total:			$	-
JD.com	$	92,727		98	%	Total:		$	-

	Year ended December 31, 2022						December 31, 2022
Vendor	Purchases		Percentage of purchases				Accounts payable
Heilongjiang Hengyuan Food Co., Ltd.:	$	17,943		100	%	Total:	$	8,013

18Gross Profit. We achieved a gross profit of $53,873 and $64,144 for the fiscal years ended December 31, 2024, and 2023, respectively. The decrease in gross profit is primarily attributable to the decrease in gross profit of both healthcare products and wine products.

~~Gross~~General ~~Profit~~and Administrative Expenses (“G&A”). We ~~achieved~~incurred aG&A ~~gross~~expenses ~~profit~~ of $64502,~~144~~654 and $~~111~~465,~~062~~234 for the fiscal years ended December 31, ~~2023~~2024, and ~~2022~~2023, respectively. The ~~decrease~~increase inwas ~~gross profit is~~ primarily ~~attributable~~due to ~~the~~higher ~~decrease~~motor invehicle ~~sales~~expenses ofand ~~healthcare~~travelling expenses ~~products~~during the year.

~~General~~Other ~~and Administrative Expenses (“G&A”)~~Income. We incurred ~~G&A~~other ~~expenses~~income of $~~465~~902 for the fiscal year ended December 31,~~234~~ ~~and~~2024, as compared to other income of $~~503,795~~937 for the fiscal ~~years~~year ended December 31, 2023,. ~~and~~Our ~~2022~~other income for the year ended December 31, ~~respectively~~2024 mainly consisted of the bank interest income.

~~Other~~ Income Tax Expense. We ~~incurred~~recorded ~~other~~ income tax expenses of $~~937~~836 ~~for~~and ~~the fiscal year ended December 31, 2023, as compared to other income of~~ $~~39,483~~0 for the fiscal ~~year~~years ended December 31, ~~2022.~~2024 ~~Our~~and ~~other income for the year ended December 31,~~ 2023 ~~solely consisted of the bank interest income~~.

~~Income~~Net ~~Tax Expense~~Loss. WeDuring ~~recorded~~the ~~income~~year ~~tax~~ended ~~expenses~~December 31, 2024, we incurred a net loss of $0455,571, ~~and~~as compared to a net loss of $~~828~~403,700 for the year ~~fiscal years~~ ended December 31, 2023. ~~and~~The ~~2022~~increase in net loss is mainly due to the increase in total operating expenses.

~~Net~~Liquidity ~~Loss.~~And ~~During~~Capital the year ended December 31, 2023, we incurred a net loss of $403,700, as compared to a net loss of $354,078 for the year ended December 31, 2022. The increase in net loss is due to a decrease in the net income.Resources

~~Liquidity~~As ~~And~~of ~~Capital~~December ~~Resources~~31, 2024, we had cash and cash equivalents of $39,192, inventories of $54,943 and prepayments, deposits and other receivables of $302,997.

As of December 31, 2023, we had cash and cash equivalents of $174,877, inventories of $48,282, operating right of use assets of $20,796, accounts receivable of $38,831 and prepayments, deposits and other receivables of $66,817.

AsWe ofbelieve ~~December~~that ~~31,~~our ~~2022,~~current ~~we had~~ cash and ~~cash~~other ~~equivalents~~sources of ~~$381,709,~~liquidity ~~inventories~~discussed ofbelow ~~$138,582,~~are ~~operating~~adequate ~~right~~to ofsupport ~~use~~general ~~assets~~operations offor ~~$20,341,~~at least ~~accounts~~the ~~receivable~~next of12 ~~$5,120 and prepayments, deposits and other receivables of $74,813~~months.

We believe that our current cash and other sources of liquidity discussed below are adequate to support general operations for at least the next 12 months.

	Years Ended December 31,
	2024			2023 (Restated)
Net cash used in operating activities	$	(353,812	)	$	(316,916	)
Net cash used in investing activities		(23,454	)		(746	)
Net cash provided by financing activities		245,524			114,270

	Years Ended December 31,
	2023			2022
Net cash used in operating activities	$	(297,169	)	$	(171,598	)
Net cash (used in) provided by investing activities		(746	)		22,930
Net cash provided by (used in) financing activities		94,523			(52,688	)

Net Cash Used In Operating Activities.

~~Net~~For ~~Cash~~the ~~Used~~year Inended ~~Operating~~December ~~Activities~~31, 2024, net cash used in operating activities was $353,812 which consisted primarily of a net loss of $455,571, depreciation of plant and equipment of $1,768, amortization of intangible asset of $467, decrease in amount due from a related party of $38,831, increase in prepayment, deposits and other receivables of $236,180, increase in inventories of $6,661, decrease in lease liabilities of $242, decrease in tax payable of $21,573, decrease in accrued liabilities and other payables of $21,560 and increase in customer deposit of $346,909.

For the year ended December 31, 2023, net cash used in operating activities was $~~297~~316,~~169~~916 which consisted primarily of a net loss of $403,700, depreciation of plant and equipment of $42,390, amortization of intangible asset of $433, non-cash lease expense of $50,991, ~~increase~~ decrease in accounts receivable of $335,~~711~~120, increase in amount due from a related party of $38,831, decrease in prepayment, deposits and other receivables of $7,996, decrease in inventories of $90,300, ~~increase~~ decrease in lease liabilities of $14,170, increase in tax payable of $4,297, decrease in accounts payable of $8,013, decrease in accrued liabilities and other payables of $2949,~~265~~012 and decrease in customer deposit of $4,717.

~~For~~We ~~the~~expect ~~year~~to ~~ended~~continue ~~December~~to ~~31,~~rely ~~2022,~~on ~~net~~ cash ~~used~~generated inthrough ~~operating~~financing activities was $171,598 which consisted primarily of a net loss of $354,078, the increase in depreciation of plant and equipment of $65,165, increase in the amortization of intangible asset of $500, decrease in gain from ~~sale~~our ofexisting ~~plant~~shareholders and ~~equipment~~private ofplacements ~~$16,277, decrease in gain from termination~~ of ~~lease~~our ~~of $8~~securities,~~038, increase in non-cash lease expense~~ ~~of $55~~however,~~916,~~ ~~increase~~to infinance ~~accrued~~our ~~liabilities~~operations and ~~other~~future payables of $71,460, decrease in customer deposit of $267,181, decrease in prepayment and other receivables of $64,441, decrease in inventories of $188,969, increase in accounts payable of $8,013, increase in accounts receivable of $5,120 and increase in tax payable of $24,632acquisitions.

WeNet ~~expect~~Cash toUsed ~~continue~~In toInvesting ~~rely on cash generated through financing from our existing shareholders and private placements of our securities, however, to finance our operations and future acquisitions~~Activities.

~~Net~~For ~~Cash~~the ~~Provided~~year Byended ~~(Used~~December ~~In)~~31, ~~Investing~~2024, ~~Activities~~net cash used in investing activities was $23,454 which solely consisted primarily of purchase of plant and equipment.

For the year ended December 31, 2023, net cash provided by investing activities was $746 which solely consisted primarily of purchase of plant and equipment.

~~For the year ended December 31, 2022, net cash provided by investing activities was $22,930, consisted primarily of proceeds from sale of motor vehicle.~~19

19Net Cash Provided By Financing Activities.

~~Net~~For ~~Cash~~the ~~(Used~~year ~~In)~~ended ~~Provided~~December By31, ~~Financing~~2024, ~~Activities~~net cash provided by financing activities was $245,524, consisting primarily of advance from a related party of $40,815, advance from directors of $108,767 and advance from a related company of $95,942.

For the year ended December 31, 2023, net cash ~~used~~provided inby financing activities was $94114,~~523~~270, consisting primarily of advance from a related ~~parties~~party of 125,608, repayment to a related company of $~~131~~5,~~901~~257, advance from a director of $31,297 and repayment of lease liabilities of $37,378.

~~For~~Material ~~the year ended December 31, 2022, net cash used in financing activities was $52,688, consisting primarily of advance from a related company of $1,333 and repayment of lease liabilities of $54,021.~~Commitments

~~Material~~As ~~Commitments~~of the date of this Annual Report, we do not have any material commitments.

AsMaterial ofCash ~~the date of this Annual Report, we do not have any material commitments.~~Requirements

~~Material~~We ~~Cash~~have ~~Requirements~~not achieved profitability since our inception and we expect to continue to incur net losses for the foreseeable future. We expect net cash expended in 2025 to be higher than 2024. As of December 31, 2024, we had an accumulated deficit of $2,131,544. Our material cash requirements are highly dependent upon the additional financial support from our major shareholders in the next 12 - 18 months.

We ~~have~~do not ~~achieved~~have ~~profitability~~any ~~since~~contractual ~~our~~obligations ~~inception~~ and wecommercial ~~expect~~commitments toas ~~continue to incur net losses for the foreseeable future. We expect net cash expended in 2024 to be higher than 2023. As~~ of December 31, ~~2023, we had an accumulated deficit of $1,675,973~~2024. ~~Our material cash requirements are highly dependent upon the additional financial support from our major shareholders in the next 12 - 18 months.~~

WeOff-Balance ~~had~~Sheet ~~the following contractual obligations and commercial commitments as of December 31, 2023:~~Arrangements.

			Less						More
			than						than 5
Contractual Obligations	Total		1 year		1-3 Years		3-5 Years		Years
	$		$		$		$		$
Operating lease obligations		21,038		21,038		-		-		-
Total obligations		21,038		21,038		-		-		-

As of December 31, 2024, the Company does not have any off-balance sheet arrangements and it is not anticipated that the Company will enter into any off-balance sheet arrangements.

~~Off-Balance~~Summary ~~Sheet~~of ~~Arrangements.~~Critical Accounting Policies

AsThe ofCompany’s ~~December~~consolidated ~~31,~~financial ~~2023,~~statements have been prepared in conformity with accounting principles generally accepted in the United ~~Company~~States ~~does~~(GAAP). ~~not~~Any ~~have~~reference ~~any~~in ~~off-balance~~these ~~sheet~~notes ~~arrangements~~to ~~and~~applicable itguidance is ~~not~~meant ~~anticipated~~to ~~that~~refer to the ~~Company~~authoritative ~~will~~GAAP ~~enter~~as found in the ~~into~~Accounting ~~any~~Standards ~~off-balance~~Codification ~~sheet~~(ASC) ~~arrangements~~and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges.

~~Summary~~The consolidated financial statements are presented in US Dollars and include the accounts of ~~Critical~~the ~~Accounting~~Company ~~Policies~~and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during the periods are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal.

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (GAAP). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges.20

~~The~~Use ~~consolidated financial statements are presented in US Dollars and include the accounts~~ of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during the periods are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal.Estimates

20The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

~~Use~~Significant ofareas ~~Estimates~~for which management uses estimates include:

~~The preparation~~● ofinventory; ~~financial~~● ~~statements~~estimated inlives ~~conformity~~for ~~with~~tangible ~~GAAP requires management to make estimates~~ and ~~assumptions~~intangible ~~that~~assets; ~~affect the amounts reported in the consolidated financial statements~~ and ~~accompanying~~● ~~notes.~~income ~~Actual~~tax ~~results~~valuation ~~could differ from those estimates.~~allowance

~~Significant~~These ~~areas~~estimates ~~for~~require ~~which~~the ~~management~~use ~~uses~~of judgment as future events and the effect of these events cannot be predicted with certainty. The estimates will ~~include:~~change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary.

~~● revenue recognition, ● sales returns and allowances; ● inventory; ● estimated lives for tangible and intangible assets; ● income tax valuation allowances; and~~Accounts receivable

~~These~~Accounts ~~estimates~~receivable ~~require~~are recorded at the ~~use~~invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of ~~judgment~~service. asCredit ~~future~~is ~~events~~extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the ~~effect~~contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of ~~these~~fiscal year, ~~events~~the ~~cannot~~Company bespecifically ~~predicted~~evaluates ~~with~~individual ~~certainty~~customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The ~~estimates~~ Company will ~~change~~consider asthe ~~new~~allowance ~~events~~for ~~occur~~expected credit losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, asthe ~~more~~appropriate ~~experience~~actions isare ~~acquired~~taken ~~and~~to asexhaust ~~more~~all ~~information~~means isof ~~obtained~~collection, including seeking legal resolution in a court of law. WeAccount ~~evaluate~~balances are charged off against the allowance after all means of collection have been exhausted and ~~update~~the ~~our~~potential ~~assumptions~~for ~~and~~recovery ~~estimates~~is onconsidered anremote. ~~ongoing~~The ~~basis~~Company ~~and~~does wenot ~~may~~have ~~consult~~any ~~outside~~off-balance-sheet ~~experts~~credit toexposure ~~assist~~related asto ~~considered~~its ~~necessary~~customers.

~~Accounts~~Allowance ~~receivable~~for Expected Credit Losses

~~Accounts~~In ~~receivable~~accordance ~~are~~with ~~recorded~~ASC atTopic ~~the invoiced amount and do not bear interest~~326, ~~which~~“Credit ~~are~~Losses ~~due~~– ~~within~~Measurement ~~contractual payment terms, generally 30 to 90 days from completion~~ of ~~service.~~ Credit isLosses ~~extended based~~ on ~~evaluation~~Financial ofInstruments” ~~a customer’s financial condition~~(ASC 326), the ~~customer credit-worthiness~~Company ~~and~~utilizes ~~their~~the ~~payment~~current ~~history.~~expected ~~Accounts~~credit ~~receivable~~losses ~~outstanding~~(“CECL”) ~~longer~~model ~~than~~to ~~the~~determine ~~contractual~~an ~~payment~~allowance ~~terms~~that ~~are~~reflects ~~considered~~its ~~past~~best ~~due.~~estimate ~~Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end~~ of ~~fiscal year,~~ the ~~Company~~expected ~~specifically~~credit ~~evaluates~~losses ~~individual~~on ~~customer’s~~accounts ~~financial condition~~receivable, ~~credit history~~prepayments, deposits and ~~the~~other ~~current economic conditions to monitor the progress of the collection of accounts~~ receivables. ~~The~~which ~~Company~~is ~~will~~recorded ~~consider the allowance for expected credit losses~~as ~~resulting~~a ~~from~~liability ~~the inability of its customers~~ to ~~make~~offset ~~required payments. For~~ the receivables. ~~that~~The ~~are~~CECL ~~past~~model ~~due~~is orprepared ~~not~~after ~~being~~considering ~~paid~~historical ~~according to~~experience, ~~payment~~current ~~terms~~conditions, ~~the~~and ~~appropriate~~reasonable and ~~actions~~supportable ~~are~~economic ~~taken~~forecasts to ~~exhaust~~estimate ~~all~~expected ~~means~~credit oflosses. ~~collection~~Accounts receivable, ~~including~~prepayments, ~~seeking~~deposits ~~legal~~and ~~resolution~~other ~~in a court~~receivables ~~of law. Account balances~~ are ~~charged~~written off ~~against~~when ~~the~~deemed ~~allowance~~uncollectible. ~~after~~Recoveries ~~all means~~ of ~~collection~~receivables ~~have~~previously ~~been~~written ~~exhausted~~off ~~and~~are ~~the~~recorded ~~potential~~as ~~for recovery~~a isreduction ~~considered~~of ~~remote.~~bad ~~The~~debt ~~Company does not have any off-balance-sheet credit exposure related to its customers~~expense.

~~Allowance~~As of December 31, 2024 and 2023, there was no allowance for ~~Expected~~expected ~~Credit~~credit ~~Losses~~losses.

In accordance with ASC Topic 326, “Credit Losses – Measurement of Credit Losses on Financial Instruments” (ASC 326), the Company utilizes the current expected credit losses (“CECL”) model to determine an allowance that reflects its best estimate of the expected credit losses on accounts receivable, prepayments, deposits and other receivables which is recorded as a liability to offset the receivables. The CECL model is prepared after considering historical experience, current conditions, and reasonable and supportable economic forecasts to estimate expected credit losses. Accounts receivable, prepayments, deposits and other receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense.Inventories

AsInventories are stated at the lower of ~~December~~cost ~~31,~~or ~~2023~~market ~~and~~value ~~2022~~(net realizable value), ~~there~~cost ~~was~~being nodetermined ~~allowance~~on ~~for~~a ~~expected~~first-in-first-out ~~credit~~method. ~~losses~~The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand.

~~Inventories~~Plant and equipment

~~Inventories~~Plant and equipment are stated at ~~the lower of~~ cost orless ~~market~~accumulated ~~value~~depreciation ~~(net~~and ~~realizable~~accumulated ~~value)~~impairment losses, ~~cost~~if ~~being~~any. ~~determined~~Depreciation is calculated on athe ~~first~~straight-~~in-first-out~~line ~~method.~~basis ~~The~~over ~~Company provides~~the ~~inventory~~following ~~allowances~~expected ~~based~~useful lives from the date on ~~excess~~which they become fully operational and ~~obsolete~~after ~~inventories~~taking into ~~determined~~account ~~principally~~their byestimated ~~customer~~residual ~~demand.~~values:

Plant and equipment

	Expected useful lives	Residual value
Furniture, fixture and equipment	3 years		5	%
Motor vehicle	3.33 to 4 years		5	%
Leasehold improvement	2 years		5	%

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:21

	Expected useful lives	Residual value
Furniture, fixture and equipment	3 years		5	%
Motor vehicle	3.33 to 4 years		5	%
Leasehold improvement	2 years		5	%

Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

21Intangible assets

~~Expenditures~~Intangible ~~for~~assets ~~repairs~~represented ~~and~~trademarks ~~maintenance~~of ~~are~~their ~~expensed~~products asand ~~incurred.~~are ~~When~~stated ~~assets~~at ~~have~~cost ~~been~~less ~~retired~~accumulated oramortization ~~sold, the cost~~ and ~~related~~any ~~accumulated~~recognized ~~depreciation~~impairment loss. ~~are~~Amortization ~~removed~~is ~~from~~provided over the ~~accounts~~term ~~and~~of ~~any~~their ~~resulting~~registrations ~~gain~~on ora ~~loss~~straight-line basis, which is ~~recognized~~10 inyears ~~the~~and ~~results~~will ofexpire ~~operations~~in 2028.

~~Intangible~~Impairment of long-lived assets

~~Intangible~~In ~~assets~~accordance ~~represented~~with ~~trademarks~~the provisions of ~~their~~ASC ~~products~~Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and ~~are~~equipment, ~~stated~~as atwell ~~cost~~as ~~less~~intangible ~~accumulated~~assets ~~amortization~~held and ~~any~~used ~~recognized~~by the Company are reviewed for impairment ~~loss.~~whenever events or changes ~~Amortization~~in iscircumstances ~~provided~~indicate ~~over~~that the ~~term~~carrying amount of ~~their~~an ~~registrations~~asset onmay not be recoverable. Recoverability of assets to be held and used is evaluated by a ~~straight-line~~comparison ~~basis~~of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, ~~which~~the impairment to be recognized is 10measured ~~years~~by ~~and~~the ~~will~~amount ~~expire~~by inwhich ~~2028~~the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the periods presented.

~~Impairment~~Revenue ~~of long-lived assets~~recognition

InThe ~~accordance~~Company ~~with~~adopted ~~the~~Accounting ~~provisions~~Standards ofCodification (“ASC”) ~~Topic~~606 ~~360,~~– ~~“Impairment~~Revenue orfrom ~~Disposal~~Contracts ofwith ~~Long-Lived Assets~~Customers”~~, all long-lived assets such~~ as(“ASC ~~plant~~606”). ~~and~~Under ~~equipment~~ASC 606, asa ~~well~~performance asobligation ~~intangible~~is ~~assets~~a ~~held~~promise ~~and~~within ~~used~~a bycontract ~~the~~to ~~Company~~transfer ~~are~~a ~~reviewed~~distinct ~~for~~good ~~impairment whenever events~~ or ~~changes~~service, inor ~~circumstances~~a ~~indicate~~series ~~that~~of ~~the~~distinct ~~carrying~~goods ~~amount~~and ofservices, anto ~~asset~~a ~~may~~customer. ~~not~~Revenue beis ~~recoverable.~~recognized ~~Recoverability~~when ofperformance ~~assets~~obligations toare besatisfied ~~held~~ and ~~used~~the iscustomer ~~evaluated~~obtains bycontrol aof ~~comparison~~promised ofgoods ~~the~~or ~~carrying~~services. The amount of anrevenue ~~asset~~recognized toreflects ~~its~~the ~~estimated~~consideration ~~future~~to ~~undiscounted~~which ~~cash~~the ~~flows~~Company ~~expected~~ expects to be ~~generated by~~entitled ~~the~~to ~~asset.~~receive Ifin ~~such~~exchange ~~assets~~for ~~are~~goods ~~considered~~or toservices. beUnder ~~impaired,~~ the ~~impairment~~standard, toa becontract’s ~~recognized~~transaction price is ~~measured~~allocated byto each ~~the~~distinct ~~amount~~performance byobligation. ~~which~~To ~~the~~determine ~~carrying amounts~~revenue ofrecognition ~~the~~for ~~assets~~arrangements ~~exceed~~that the ~~fair~~Company ~~value~~determines ofare within the ~~assets.~~scope of ~~There~~ASC ~~has~~606, ~~been~~the noCompany ~~impairment~~performs ~~charge for~~ the ~~periods~~following ~~presented.~~five steps:

~~Revenue recognition~~● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied.

~~The Company adopted Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606~~Currently, ~~a performance obligation is a promise within a contract to transfer a distinct good or service,~~ ~~or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied and~~ the ~~customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the~~ Company ~~expects to~~operates betwo ~~entitled~~business ~~to receive in exchange for goods or services~~segments. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

●Healthcare Business ~~identify~~mainly ~~the~~provides ~~contract~~health ~~with~~consulting aadvisory ~~customer;~~services ●and ~~identify~~healthcare ~~the~~and ~~performance~~wellness ~~obligations~~products ~~in the contract; ● determine the transaction price; ● allocate the transaction price~~ to ~~performance obligations in~~ the ~~contract; and ● recognize revenue as the performance obligation is satisfied~~customers.

~~Currently,~~Revenue is earned from the rendering of health consulting advisory services to the customers. The Company ~~operates~~recognizes ~~two~~services ~~business~~revenue ~~segments~~over the period in which such services are performed. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion.

~~Healthcare~~The ~~Business~~sale ~~mainly~~and ~~provides~~distribution ~~health~~of ~~consulting~~the ~~advisory~~healthcare ~~services~~products, such as (i) Nutrition Catering (ii) Special Health Food (iii) Health Supplement and (iv) Skincare, is the only performance obligation under the fixed-fee arrangements. Revenue is recognized from the sale of their healthcare products upon delivery to the customers, whereas the title and ~~wellness~~risk of loss are fully transferred to the customers. The Company records its revenues, net of value added taxes (“VAT”) on the majority of the products at the rate of 17% on the invoiced value of sales. The cost, such as shipping cost and material cost, is recognized when the product delivered to the customers. The Company records its cost including taxes.

Revenue is earned from the rendering of health consulting advisory services to the customers. The Company recognizes services revenue over the period in which such services are performed. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion.22

~~The~~Wine ~~sale~~Business ~~and~~mainly ~~distribution~~provides of the ~~healthcare~~wine products, ~~such~~to ~~as (i) Nutrition Catering (ii) Special Health Food (iii) Health Supplement and (iv) Skincare, is~~ the ~~only performance obligation under the fixed-fee arrangements~~customers. Revenue is recognized from the sale of ~~their~~wine ~~healthcare~~ products upon delivery to the customers, whereas the title and risk of loss are fully transferred to the customers. The Company records its revenues, net of value added taxes (“VAT”) on the majority of the products at the rate of 17% on the invoiced value of sales. The cost, such as shipping cost and material cost, is recognized when the product delivered to the customers. The Company records its cost including taxes.

22Income taxes

~~Wine~~The ~~Business~~Company ~~mainly~~adopted ~~provides~~ the ~~wine~~ASC ~~products~~740 toIncome ~~the~~tax ~~customers.~~provisions ~~Revenue~~of isparagraph ~~recognized~~740-10-25-13, ~~from~~which addresses the ~~sale~~determination of ~~wine~~whether ~~products~~tax ~~upon~~benefits claimed ~~delivery~~or expected to be claimed on a tax return should be recorded in the ~~customers~~consolidated financial statements. Under paragraph 740-10-25-13, the ~~whereas~~Company may recognize the ~~title~~tax ~~and~~benefit ~~risk~~from ofan ~~loss~~uncertain ~~are~~tax ~~fully~~position ~~transferred~~only toif ~~the~~it ~~customers.~~is ~~The~~more ~~Company~~likely ~~records~~than ~~its~~not ~~revenues,~~that ~~net~~the oftax ~~value~~position will ~~added~~be ~~taxes~~sustained ~~(“VAT”)~~on examination by the taxing authorities, based on the ~~majority~~technical merits of the ~~products~~position. atThe tax benefits recognized in the ~~rate~~consolidated offinancial ~~17%~~statements from such a position should be measured based on the ~~invoiced~~largest ~~value~~benefit that has a greater than fifty percent (50%) likelihood of ~~sales~~being realized upon ultimate settlement. ~~The~~Paragraph ~~cost,~~740-10-25-13 ~~such~~also asprovides guidance on de-recognition, ~~shipping~~classification, ~~cost~~interest and ~~material~~penalties ~~cost,~~on isincome ~~recognized~~taxes, ~~when~~accounting ~~the~~in ~~product~~interim ~~delivered~~periods toand ~~the~~requires ~~customers~~increased disclosures. The Company had ~~records~~no material adjustments to its ~~cost~~liabilities ~~including~~for ~~taxes~~unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

~~Income~~The ~~taxes~~estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.Leases

The ~~estimated~~Company ~~future~~adopts ~~tax~~the ~~effects~~FASB ofAccounting ~~temporary~~Standards ~~differences~~Update ~~between~~(“ASU”) ~~the~~2016-02 ~~tax~~“Leases ~~basis~~(Topic of842).” ~~assets~~for ~~and~~all ~~liabilities~~periods ~~are~~presented. This ~~reported~~standard inrequires ~~the~~lessees ~~accompanying balance~~to ~~sheets,~~recognize aslease ~~well~~assets as(“right ~~tax~~of ~~credit~~use”) ~~carry-backs~~ and ~~carry-forwards.~~related ~~The~~lease ~~Company~~obligations ~~periodically~~(“lease ~~reviews the recoverability of deferred~~liabilities”) ~~tax assets recorded~~ on ~~its~~the balance ~~sheets~~sheet ~~and~~for ~~provides~~leases ~~valuation~~with ~~allowances~~terms asin ~~management~~excess ~~deems~~of ~~necessary~~12 months.

~~Leases~~The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated balance sheets.

~~The~~ROU ~~Company~~assets ~~adopts~~represent the ~~FASB~~Company’s ~~Accounting~~right ~~Standards~~to ~~Update~~use ~~(“ASU”)~~an ~~2016-02~~underlying ~~“Leases~~asset ~~(Topic~~for ~~842).”~~the ~~for~~lease ~~all~~term ~~periods~~and ~~presented. This~~lease ~~standard~~liabilities ~~requires~~represent ~~lessees~~the Company’s obligation to ~~recognize~~make lease ~~assets~~payments ~~(“right~~arising offrom ~~use”)~~the ~~and~~lease. ~~related~~Operating lease ~~obligations~~and (“finance lease ROU assets and liabilities”) are recognized at January 1, 2019 based on the ~~balance~~present ~~sheet~~value ~~for~~of ~~leases~~lease ~~with~~payments ~~terms~~over the lease term discounted using the rate implicit in ~~excess~~the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of 12lease ~~months~~payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated balance sheets.23

~~ROU~~Commitments ~~assets represent the Company’s right to use an underlying asset for the lease term~~ and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized at January 1, 2019 based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.contingencies

23The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

~~Commitments~~If the assessment of a contingency indicates that it is probable that a material loss has been incurred and ~~contingencies~~the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

~~The~~Loss ~~Company~~contingencies ~~follows~~considered ~~the~~remote ~~ASC~~are ~~450-20,~~generally ~~Commitments~~not todisclosed ~~report~~unless ~~accounting~~they ~~for~~involve ~~contingencies.~~guarantees, ~~Certain~~in ~~conditions~~which ~~may~~case ~~exist~~the asguarantees ofwould ~~the~~be ~~date~~disclosed. ~~the~~Management ~~financial~~does ~~statements~~not ~~are issued~~believe, ~~which~~based ~~may~~upon ~~result~~information inavailable aat ~~loss~~this totime ~~the~~that ~~Company~~these ~~but~~matters ~~which~~ will ~~only~~have bea ~~resolved~~material ~~when~~adverse ~~one~~effect ~~or more future~~on ~~events~~the ~~occur or fail to occur. The~~ Company’s ~~assesses~~financial ~~such contingent liabilities~~position, ~~and~~results ~~such~~of ~~assessment~~operations ~~inherently~~or ~~involves~~cash ~~an exercise of judgment~~flows. InHowever, ~~assessing~~there ~~loss~~is ~~contingencies~~no ~~related~~assurance ~~to legal proceedings~~ that ~~are~~such ~~pending~~matters ~~against~~will ~~the Company or un-asserted claims~~not ~~that~~materially ~~may~~and ~~result~~adversely inaffect ~~such proceedings,~~ the Company’s ~~evaluates~~business, ~~the~~financial ~~perceived~~position, ~~merits~~and ofresults ~~any legal proceedings or un-asserted claims as well as the perceived merits~~ of ~~the~~operations ~~amount of relief sought~~ or ~~expected~~cash ~~to be sought therein~~flows.

IfFair ~~the~~value ~~assessment~~ of ~~a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s~~ financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.instruments

~~Loss~~The ~~contingencies~~Company ~~considered~~follows ~~remote~~paragraph ~~are~~825-10-50-10 ~~generally~~of ~~not~~the ~~disclosed~~FASB ~~unless~~Accounting ~~they~~Standards ~~involve~~Codification ~~guarantees,~~for indisclosures ~~which~~about ~~case~~fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the ~~guarantees~~FASB ~~would~~Accounting beStandards ~~disclosed.~~Codification (“Paragraph 820-10-35-37”) ~~Management~~to ~~does~~measure ~~not~~the ~~believe,~~fair ~~based~~value ~~upon~~of ~~information~~its ~~available~~financial atinstruments. ~~this~~Paragraph ~~time~~820-10-35-37 ~~that~~of ~~these~~the ~~matters~~FASB ~~will~~Accounting ~~have~~Standards Codification establishes a ~~material~~framework ~~adverse~~for ~~effect~~measuring ~~on the~~fair ~~Company’s~~value ~~financial~~in ~~position~~generally accepted accounting principles (GAAP), ~~results~~and ofexpands ~~operations~~disclosures orabout ~~cash~~fair ~~flows~~value measurements. To ~~However~~increase consistency and comparability in fair value measurements and related disclosures, ~~there~~paragraph is820-10-35-37 noof ~~assurance~~the ~~that~~FASB ~~such~~Accounting Standards ~~matters~~Codification ~~will~~establishes ~~not~~a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value ~~materially~~into ~~and~~three ~~adversely~~(3) ~~affect~~broad levels. The fair value hierarchy gives the ~~Company’s~~highest ~~business,~~priority ~~financial~~to ~~position,~~quoted ~~and~~prices ~~results~~(unadjusted) ofin ~~operations~~active markets for identical assets or ~~cash~~liabilities ~~flows~~and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Fair value of financial instruments

	Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

	Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

	Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:24

	Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
	Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
	Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

24The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

~~Financial~~Recent ~~assets~~accounting are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.pronouncements

~~The~~From ~~fair~~time ~~value~~to ~~hierarchy~~time, ~~gives~~new ~~the~~accounting ~~highest~~pronouncements ~~priority~~are toissued ~~quoted~~by ~~prices~~the ~~(unadjusted)~~Financial inAccounting ~~active~~Standard ~~markets~~Board ~~for~~(“FASB”) ~~identical~~or ~~assets~~other orstandard setting ~~liabilities~~bodies and ~~the~~ ~~lowest~~adopted ~~priority~~by tothe ~~unobservable~~Company ~~inputs.~~as Ifof the ~~inputs~~specified ~~used~~effective todate. ~~measure~~Unless ~~the~~otherwise ~~financial~~discussed, ~~assets~~the ~~and~~Company ~~liabilities~~believes ~~fall~~that ~~within more than~~the ~~one~~impact ~~level~~of ~~described~~recently ~~above,~~issued ~~the~~standards ~~categorization~~that isare ~~based~~not onyet ~~the~~effective ~~lowest~~will ~~level~~not ~~input~~have ~~that~~a ismaterial ~~significant~~impact toon ~~the~~its ~~fair~~financial ~~value~~position ~~measurement~~or results of ~~the~~operations ~~instrument~~upon adoption.

~~Recent~~Accounting ~~accounting~~Standards ~~pronouncements~~Recently Adopted

~~From~~In ~~time~~August to2020, ~~time~~the FASB issued ASU 2020-06, ~~new~~Debt ~~accounting~~– ~~pronouncements~~Debt ~~are~~with ~~issued~~Conversion byand ~~the~~Other ~~Financial~~Options ~~Accounting~~(Subtopic ~~Standard~~470-20) ~~Board~~and Derivatives and Hedging – Contracts in Entity’s Own Equity (~~“FASB”~~Subtopic 815-40). orThis ~~other~~ASU ~~standard~~reduces the number of accounting models for convertible ~~setting~~debt ~~bodies~~instruments and ~~adopted~~convertible bypreferred stock and amends the ~~Company~~guidance asfor ofthe derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the ~~specified~~related ~~effective~~earnings per ~~date~~share guidance. ~~Unless~~This ~~otherwise~~standard ~~discussed,~~became effective for the Company ~~believes~~beginning ~~that~~on ~~the~~January 1, 2022. Adoption is either a modified retrospective ~~impact~~method ofor ~~recently~~a ~~issued~~fully ~~standards~~retrospective ~~that~~method ~~are~~of ~~not~~transition. ~~yet~~The Company adopted this guidance effective ~~will~~January 1, 2022, and the adoption of this standard did not have a material impact on its consolidated financial ~~position or results of operations upon adoption~~statements.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. ~~Standards~~This ~~Recently~~ASU ~~Adopted~~clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options (i.e. warrants) so that the transaction should be treated as an exchange of the original instrument for a new instrument. This standard is effective for fiscal years beginning after December 15, 2021 on a prospective basis, with early adoption permitted. The Company adopted this guidance effective January 1, 2022, and the adoption of this standard did not have a material impact on its consolidated financial statements.

In ~~August~~December ~~2020~~2022, the FASB issued ASU ~~2020~~2022-06, ~~Debt~~Reference –Rate ~~Debt~~Reform ~~with Conversion and Other Options~~ (~~Subtopic~~Topic ~~470-20~~848): ~~and~~Deferral ~~Derivatives and~~of ~~Hedging~~the –Sunset ~~Contracts~~Date inof ~~Entity’s~~Topic ~~Own Equity (Subtopic 815-40)~~848. This ASU ~~reduces~~defers the ~~number~~sunset date of ~~accounting~~Topic ~~models~~848, ~~for~~which ~~convertible debt~~provides ~~instruments~~relief ~~and~~to ~~convertible~~entities ~~preferred~~affected ~~stock~~by ~~and~~reference ~~amends~~rate ~~the~~reform. ~~guidance~~The ~~for~~ASU defers the ~~derivatives~~sunset date ~~scope~~of ~~exception~~Topic ~~for~~848 ~~contracts~~from inDecember an31, ~~entity’s own~~2022, ~~equity~~ to ~~reduce~~December ~~form-over-substance-based accounting conclusions. In addition~~31, ~~this ASU improves and amends the related earnings per share guidance~~2025. ~~This~~The standard ~~became~~is effective ~~for~~immediately and the Company ~~beginning~~adopted onthe ~~January~~standard in 1,December 2022. ~~Adoption~~with isno ~~either~~financial ~~a modified retrospective method or a fully retrospective method of transition~~impact. The Company ~~adopted~~is ~~this~~currently ~~guidance~~assessing ~~effective~~the ~~January~~impact 1,ASU ~~2022~~2020-04, ~~and~~for ~~the~~which ~~adoption of~~ this ~~standard~~ASU ~~did~~2022-06 ~~not~~relates, will have ~~a material impact~~ on its consolidated financial statements.

InThe ~~May~~Company ~~2021,~~has ~~the~~reviewed ~~FASB~~all ~~issued~~recently ~~ASU 2021-04~~issued, ~~Earnings~~but ~~Per~~not ~~Share~~yet ~~(Topic 260)~~effective, ~~Debt—Modifications~~accounting ~~and~~pronouncements ~~Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718),~~ and ~~Derivatives~~does ~~and~~not ~~Hedging—Contracts~~believe ~~in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU clarifies~~ the ~~accounting~~future ~~for~~adoption ~~modifications or exchanges~~ of ~~freestanding equity-classified written call options (i.e. warrants)~~ soany ~~that~~such ~~the~~pronouncements ~~transaction~~may ~~should~~ be ~~treated~~expected asto ancause ~~exchange of the original instrument for~~ a ~~new~~material ~~instrument.~~impact ~~This standard is effective for fiscal years beginning after December 15, 2021~~ on aits ~~prospective~~financial ~~basis,~~condition ~~with~~or ~~early adoption permitted. The Company adopted this guidance effective January 1, 2022 , and~~ the ~~adoption~~results of ~~this standard did not have a material impact on~~ its ~~consolidated financial statements~~operations.

InITEM ~~December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848~~7A. ~~This ASU~~QUANTITATIVE ~~defers~~AND ~~the~~QUALITATIVE ~~sunset~~DISCLOSURES ~~date~~ABOUT ofMARKET Topic 848, which provides relief to entities affected by reference rate reform. The ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2025. The standard is effective immediately and the Company adopted the standard in December 2022 with no financial impact. The Company is currently assessing the impact ASU 2020-04, for which this ASU 2022-06 relates, will have on its consolidated financial statements.RISK

~~The~~Not ~~Company~~applicable ~~has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected~~ to ~~cause~~smaller areporting ~~material impact on its financial condition or the results of its operations~~companies.

~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~25

~~Not~~ITEM ~~applicable~~8. toFINANCIAL ~~smaller~~STATEMENTS ~~reporting~~AND ~~companies.~~SUPPLEMENTARY DATA

25China Foods Holdings Ltd

~~ITEM~~Index ~~8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~to

~~China~~Consolidated ~~Foods~~Financial ~~Holdings Ltd~~Statements

Index to

		Pages

Report of Independent Registered Public Accounting Firm– J&S PLT (PCAOB ID:6743)		27

Report of Independent Registered Public Accounting Firm (OLAYINKA OYEBOLA & CO. (PCAOB ID: 5968)		28

Consolidated Balance Sheets		29

Consolidated Statements of Operations and Comprehensive Loss		30

Consolidated Statements of Changes in Shareholders’ Equity		31

Consolidated Statements of Cash Flows		32

Notes to Consolidated Financial Statements		33

~~Consolidated Financial Statements~~26

	Pages
Report of Independent Registered Public Accounting Firm (Firm ID : 3299)	27
Consolidated Balance Sheets	29
Consolidated Statements of Operations and Comprehensive Loss	30
Consolidated Statements of Changes in Shareholders’ Equity	31
Consolidated Statements of Cash Flows	32
Notes to Consolidated Financial Statements	33

J&S ASSOCIATE PLT (F.K.A: J&S ASSOCIATE)

202206000037 (LLP0033395-LCA) & AF002380

(Registered with US PCAOB and Malaysia MIA)

B-11-14, Megan Avenue II,

12 Jalan Yap Kwan Seng

50450, Kuala Lumpur, Malaysia.

Tel : +603 – 4813 9469

Email : info@jns-associate.com

26REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~REPORT~~The OFBoard ~~INDEPENDENT~~of ~~REGISTERED~~Director ~~PUBLIC~~and ~~ACCOUNTING~~Stockholder ~~FIRM~~of

ToCHINA ~~the~~FOODS ~~stockholders~~HOLDINGS ~~and the board of directors of~~LTD.

~~China~~Opinion ~~Foods~~on ~~Holdings~~the ~~Limited~~Financial Statements

~~Opinion~~We onhave audited the ~~Financial~~accompanying ~~Statements~~consolidated balance sheets of China Foods Holdings Ltd. and its subsidiaries (collectively, the “Company”) as of December 31, 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficit and cash flows for each of the years ended December 31, 2024, 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 December 31, 2024, and the results of its operations and its cash flows for the years ended December 31, 2024 are in conformity with accounting principles generally accepted in the United States of America.

WeBasis have audited the accompanying consolidated balance sheet of China Foods Holdings Limited (the “Company”) as of December 31, 2023 and the related consolidated statements of operations and comprehensive (loss) income, shareholders’ equity, and cash flows for the year ended December 31, 2023, 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 December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.Opinion

~~Basis~~These ~~for~~financial ~~Opinion~~statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~These~~We ~~financial~~conducted ~~statements~~our ~~are~~audit in accordance with the ~~responsibility~~standards of the ~~Company’s management~~PCAOB. ~~Our~~Those ~~responsibility~~standards isrequire tothat ~~express~~we anplan ~~opinion~~and onperform the ~~Company’s~~audit to obtain reasonable assurance about whether the financial statements ~~based~~are onfree ~~our~~of ~~audit~~material misstatement, whether due to error or fraud. WeThe ~~are~~Company is anot ~~public~~required ~~accounting~~to ~~firm~~have, ~~registered~~nor ~~with~~were ~~the~~we ~~Public~~engaged ~~Company~~to ~~Accounting~~perform, ~~Oversight~~an ~~Board (United~~audit ~~States)~~of ~~(“PCAOB”)~~its ~~and~~internal control over financial reporting. As part of our audit, we are required to beobtain ~~independent~~an ~~with~~understanding ~~respect~~of tointernal ~~the~~control ~~Company~~over infinancial ~~accordance~~reporting ~~with~~but ~~the~~not ~~U.S.~~for ~~federal securities~~the ~~laws~~purpose ~~and~~of ~~the~~expressing ~~applicable~~an ~~rules~~opinion on ~~and~~the ~~regulations~~effectiveness of the ~~Securities~~Company’s ~~and~~internal ~~Exchange~~control ~~Commission~~over ~~and~~financial ~~the~~reporting. ~~PCAOB~~Accordingly, we express no such opinion.

WeOur ~~conducted~~audit ~~our~~included ~~audit~~performing inprocedures ~~accordance~~to ~~with~~assess the ~~standards~~risks of ~~the~~material ~~PCAOB.~~misstatement ~~Those~~of ~~standards require that we plan and perform~~ the ~~audit to obtain reasonable assurance about whether the~~ financial statements ~~are free of material misstatement~~, whether due to error or fraud., ~~The~~and ~~Company is~~performing ~~not~~procedures ~~required~~that respond to ~~have,~~those ~~nor~~risks. ~~were~~Such weprocedures ~~engaged~~included ~~to perform~~examining, anon ~~audit~~a oftest ~~its~~basis, ~~internal~~evidence ~~control~~regarding the ~~over~~amounts ~~financial~~and ~~reporting.~~disclosures Asin ~~part~~the offinancial ~~our~~statements. Our audit~~, we~~ ~~are~~also ~~required~~included toevaluating ~~obtain~~the anaccounting ~~understanding~~principles ofused ~~internal~~and ~~control~~significant estimates ~~over~~made ~~financial~~by ~~reporting~~management, ~~but~~as ~~not~~well ~~for~~as ~~the~~evaluating ~~purpose of expressing an opinion on~~ the ~~effectiveness~~overall presentation of the ~~Company’s~~financial ~~internal~~statements. ~~control~~We ~~over~~believe ~~financial~~that ~~report.~~our ~~Accordingly,~~audit weprovides a ~~express~~reasonable nobasis ~~such~~for our opinion.

~~Our~~Critical ~~audit~~Audit 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 audit provides a reasonable basis for our opinions.Matters

Critical ~~Audit~~audit ~~Matters~~matters are matters arising from the current year audit of the financial statements that were communicated or are required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements, and (2) involved especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.

~~Critical audit~~/s/ ~~matters~~J&S ~~are~~Associate ~~matters~~PLT ~~arising~~Certified ~~from~~Public ~~the~~Accountants ~~current~~PCAOB ~~year audit of the financial statements that were communicated or are required to be communicated to the audit committee and that~~Number: ~~(1)~~6743 ~~relate~~April ~~to accounts or disclosures that are material to the financial statements~~11, ~~and (2)~~2025 ~~involved especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.~~Malaysia

~~OLAYINKA~~We ~~OYEBOLA~~have &served COas the Company’s auditor since 2024.

~~(Chartered Accountants)~~27

WeREPORT ~~have~~OF ~~served~~INDEPENDENT asREGISTERED ~~the~~PUBLIC ~~Company’s~~ACCOUNTING ~~auditor since 2024.~~FIRM

~~April~~To ~~15th,~~the ~~2024.~~stockholders and the board of directors of

~~Lagos,~~China ~~Nigeria~~Foods Holdings Limited

27Opinion on the Financial Statements

ToWe have audited the ~~stockholders~~accompanying consolidated balance sheet of China Foods Holdings Limited (the “Company”) as of December 31, 2023 and the ~~board~~related consolidated statements of ~~directors~~operations and comprehensive (loss) income, shareholders’ equity, and cash flows for the year ended December 31, 2023, 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 December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

~~China~~Basis ~~Foods~~for ~~Holdings Limited~~Opinion

~~Opinion~~These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the ~~Financial~~Company’s financial ~~Statements~~statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We ~~have~~conducted ~~audited~~our ~~the~~audit ~~accompanying~~in ~~consolidated~~accordance ~~balance~~with ~~sheet of China Foods Holdings Limited (~~the ~~“Company”)~~standards as of ~~December~~the ~~31, 2022~~PCAOB. ~~and~~Those ~~the~~standards ~~related~~require ~~consolidated~~that ~~statements~~we ofplan ~~operations~~ and ~~comprehensive~~perform ~~(loss)~~the ~~income,~~audit ~~shareholders’~~to ~~equity,~~obtain reasonable ~~and~~assurance ~~cash~~about ~~flows for~~whether the ~~year~~financial ~~ended~~statements ~~December~~are ~~31,~~free ~~2022,~~of ~~and~~material ~~the~~misstatement, ~~related~~whether ~~notes~~due ~~(collectively referred~~ to aserror ~~the~~or ~~“financial statements”)~~fraud. InThe Company ~~our~~is ~~opinion~~not required to have, ~~the~~nor ~~financial~~were ~~statements~~we ~~present~~engaged ~~fairly~~to perform, inan ~~all~~audit ~~material~~of ~~respects,~~its ~~the~~internal ~~financial~~control ~~position~~over offinancial ~~the~~reporting. ~~Company~~As aspart of ~~December 31,~~our ~~2022~~audit, we ~~and~~are ~~the~~required ~~results~~to obtain an understanding of ~~its~~internal ~~operations~~control ~~and~~over ~~its~~financial ~~cash~~reporting ~~flows~~but not for the ~~year~~purpose ~~ended~~of ~~December~~expressing ~~31,~~an ~~2022,~~opinion on inthe ~~conformity~~effectiveness ~~with~~of ~~accounting~~the ~~principles generally~~Company’s ~~accepted~~internal incontrol ~~the~~over ~~United~~financial ~~States~~report. ofAccordingly, ~~America~~we express no such opinion.

~~Basis~~Our audit 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 audit provides a reasonable basis for ~~Opinion~~our opinions.

~~These~~Critical ~~financial~~Audit statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Matters

WeCritical ~~conducted our~~ audit inmatters ~~accordance~~are ~~with~~matters ~~the~~arising ~~standards~~from of the ~~PCAOB.~~current ~~Those~~year ~~standards require that we plan and perform the~~ audit toof ~~obtain reasonable assurance about whether~~ the financial statements ~~are~~that ~~free~~were ofcommunicated ~~material misstatement, whether due to error~~ or ~~fraud.~~are ~~The Company is not~~ required to ~~have,~~be communicated ~~nor were we engaged~~ to ~~perform,~~the an audit ofcommittee ~~its~~and ~~internal~~that: ~~control~~(1) ~~over~~relate ~~financial~~to ~~reporting.~~accounts Asor ~~part~~disclosures ofthat ~~our audit, we~~ are ~~required~~material to ~~obtain~~the ~~an understanding of internal control over~~ financial ~~reporting~~statements, ~~but not for the purpose of expressing an opinion~~and on(2) ~~the~~involved ~~effectiveness~~especially ofchallenging, ~~the~~subjective, ~~Company’s~~or ~~internal~~complex ~~control~~judgements. ~~over~~We ~~financial~~determined ~~reporting.~~that ~~Accordingly,~~there weare ~~express~~ no ~~such~~critical ~~opinion~~audit matters.

~~Our~~OLAYINKA ~~audit~~OYEBOLA ~~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~~CO. 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 audit provides a reasonable basis for our opinions.

~~Critical~~(Chartered ~~Audit Matters~~Accountants)

~~Critical~~We ~~audit~~have ~~matters~~served ~~are~~as ~~matters arising from~~ the ~~current~~Company’s ~~year~~auditor ~~audit~~since of the financial statements that were communicated or are required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements, and (2) involved especially challenging, subjective, or complex judgements2024. ~~We determined that there are no critical audit matters.~~

~~/s/~~April ~~ARK~~15th, ~~Pro CPA & Co~~2024.

~~(Formerly~~Lagos, ~~HKCM CPA& Co.)~~Nigeria

~~Certified Public Accountants~~28

~~Firm~~China IDFoods :Holdings ~~3299~~Ltd.

WeConsolidated ~~have~~Balance ~~served as the Company’s auditor since 2020.~~Sheets

~~Hong~~(Currency ~~Kong~~expressed in United States Dollars (“US$”), ~~China~~except for number of shares)

March 31, 2022

	December 31, 2024			December 31, 2023 (Restated)

ASSETS

Current Assets
Cash and cash equivalents		39,192			174,877
Amount due from a related company		-			38,831
Prepayments, deposits and other receivables		302,997			66,817
Right-of-use assets, net		-			20,796
Inventories, net		54,943			48,282
Income tax refundable		1,554			-
Total Current Assets		398,686			349,603

Non-Current Assets
Plant and equipment, net		34,264			12,981
Intangible assets, net		2,055			2,597
Total Non-Current Assets		36,319			15,578

TOTAL ASSETS		435,005			365,181

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities
Accrued liabilities and other payables		52,088			73,648
Customer deposits		415,794			68,885
Lease liabilities		-			21,038
Amount due to directors		360,858			252,091
Amount due to a related company		290,649			194,707
Amount due to a related party		166,423			125,608
Amount due to related parties		166,423			125,608
Income tax payable		-			20,019
Total Current-Liabilities		1,285,812			755,996

Commitment and contingents		-			-

Shareholders’ Deficit
Common stock $0.0001 par value, 100,000,000 shares authorized, 20,252,309 and 20,252,309 shares issued and outstanding as of December 31, 2024 and 2023, respectively		2,025			2,025
Additional paid-in capital		1,290,355			1,290,355
Accumulated other comprehensive loss		(11,643	)		(7,222	)
Accumulated deficit		(2,131,544	)		(1,675,973	)
Total Shareholders’ Deficit		(850,807	)		(390,815	)

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT		435,005			365,181

28The accompanying notes are an integral part of these consolidated financial statements.

~~China Foods Holdings Ltd.~~29

~~Consolidated~~China ~~Balance~~Foods ~~Sheets~~Holdings Ltd.

~~(Currency~~Consolidated ~~expressed~~Statements inof ~~United~~Operations ~~States~~and ~~Dollars~~Comprehensive ~~(“US$”), except for number of shares)~~Loss

	December 31, 2023			December 31, 2022
ASSETS
Current Assets
Cash and cash equivalents		174,877			381,709
Accounts receivable, net		38,831			5,120
Prepayments, deposits and other receivables		66,817			74,813
Right-of-use assets, net		20,796			-
Inventories, net		48,282			138,582
Total Current Assets		349,603			600,224
Non-Current Assets
Plant and equipment, net		12,981			55,495
Right-of-use assets, net		-			20,341
Intangible assets, net		2,597			3,148
Total Non-Current Assets		15,578			78,984
TOTAL ASSETS		365,181			679,208
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Accounts payable		-			8,013
Accrued liabilities and other payables		93,395			122,660
Customer deposits		68,885			73,602
Lease liabilities		21,038			21,024
Amount due to a director		232,344			220,794
Amount due to a related company		320,315			199,964
Amount due to a related party		320,315			199,964
Income tax payable		20,019			15,722
Total Current-Liabilities		755,996			661,779
Commitment and contingents		-			-
Shareholders’ (Deficit) Equity
Common stock $0.0001 par value, 100,000,000 shares authorized, 20,252,309 and 20,252,309 shares issued and outstanding as of December 31, 2023 and 2022, respectively		2,025			2,025
Additional paid-in capital		1,290,355			1,290,355
Accumulated other comprehensive loss		(7,222	)		(2,678	)
Accumulated deficit		(1,675,973	)		(1,272,273	)
Total Shareholders’ (Deficit) Equity		(390,815	)		17,429
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY		365,181			679,208

(Currency expressed in United States Dollars (“US$”), except for number of shares)

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

	2024			2023
	Years ended December 31,
	2024			2023

Revenue, net	$	233,339		$	158,475

Cost of revenue		(179,466	)		(94,331	)

Gross profit		53,873			64,144

Operating expenses
Selling and distribution expenses		6,856			3,547
General and administrative expenses		502,654			465,234
Total operating expenses		509,510			468,781

Loss from operation		(455,637	)		(404,637	)

Other income:
Interest income		329			594
Sundry income		573			343
Total other income		902			937

Loss before income tax		(454,735	)		(403,700	)

Income tax expenses		(836	)		-

NET LOSS	$	(455,571	)	$	(403,700	)

Other comprehensive loss
Foreign currency adjustment loss		(4,421	)		(4,544	)

Comprehensive loss	$	(459,992	)	$	(408,244	)

Net loss per common share
Basic and diluted	$	(0.02	)	$	(0.02	)

Weighted average number of common share
Basic and diluted		20,252,309			20,252,309

29The accompanying notes are an integral part of these consolidated financial statements.

~~China Foods Holdings Ltd.~~30

~~Consolidated~~CHINA ~~Statements~~FOODS ofHOLDINGS ~~Operations and Comprehensive Loss~~LTD.

~~(Currency~~Consolidated ~~expressed~~Statements inof ~~United~~Changes ~~States~~in ~~Dollars~~Shareholders’ ~~(“US$”), except for number of shares)~~Equity

	2023			2022
	Years ended December 31,
	2023			2022
Revenue, net	$	158,475		$	354,096
Cost of revenue		(94,331	)		(243,034	)
Gross profit		64,144			111,062
Operating expenses
Selling and distribution expenses		3,547			2,988
General and administrative expenses		465,234			500,807
Total operating expenses		468,781			503,795
Loss from operation		(404,637	)		(392,733	)
Other income:
Interest income		594			190
Sundry income		343			39,293
Total other income		937			39,483
Loss before income tax		(403,700	)		(353,250	)
Income tax expenses		-			(828	)
NET LOSS	$	(403,700	)	$	(354,078	)
Other comprehensive loss
Foreign currency adjustment loss		(4,544	)		(29,194	)
Comprehensive loss	$	(408,244	)	$	(383,272	)
Net loss per common share
Basic and diluted	$	(0.02	)	$	(0.02	)
Weighted average number of common share
Basic and diluted		20,252,309			20,252,309

(Currency expressed in United States Dollars (“US$”), except for number of shares)

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

	Share		Amount		capital		deficit			(loss) income			equity
	Common Stock				Additional paid-in		Accumulated			Accumulated other comprehensive			Total shareholders’
	Share		Amount		capital		deficit			loss			Equity/(Deficit)
Balance at January 1, 2023		20,252,309	$	2,025	$	1,290,355	$	(1,272,273	)	$	(2,678	)	$	17,429

Foreign currency translation adjustment		-		-		-		-			(4,544	)		(4,544	)

Net loss for the year		-		-		-		(403,700	)		-			(403,700	)

Balance at December 31, 2023		20,252,309	$	2,025	$	1,290,355	$	(1,675,973	)	$	(7,222	)	$	(390,815	)
Balance		20,252,309	$	2,025	$	1,290,355	$	(1,675,973	)	$	(7,222	)	$	(390,815	)

Foreign currency translation adjustment		-		-		-		-			(4,421	)		(4,421	)

Net loss for the year		-		-		-		(455,571	)		-			(455,571	)

Balance at December 31, 2024		20,252,309	$	2,025	$	1,290,355	$	(2,131,544	)	$	(11,643	)	$	(850,807	)
Balance		20,252,309	$	2,025	$	1,290,355	$	(2,131,544	)	$	(11,643	)	$	(850,807	)

30The accompanying notes are an integral part of these consolidated financial statements.

~~CHINA FOODS HOLDINGS LTD.~~31

~~Consolidated~~China ~~Statements~~Foods ofHoldings ~~Changes in Shareholders’ Equity~~Ltd

~~(Currency~~Consolidated ~~expressed~~Statements ~~in United States Dollars (“US$”), except for number~~ of ~~shares)~~Cash Flows

	Share		Amount		capital		deficit			(loss) income			equity
	Common Stock				Additional paid-in		Accumulated			Accumulated other comprehensive			Total shareholders’
	Share		Amount		capital		deficit			(loss) income			equity
Balance at January 1, 2022		20,252,309	$	2,025	$	1,290,355	$	(918,195	)	$	26,516		$	400,701
Foreign currency translation adjustment		-		-		-		-			(29,194	)		(29,194	)
Net loss for the year		-		-		-		(354,078	)		-			(354,078	)
Balance at December 31, 2022		20,252,309		2,025		1,290,355	$	(1,272,273	)	$	(2,678	)	$	17,429
Balance		20,252,309		2,025		1,290,355	$	(1,272,273	)	$	(2,678	)	$	17,429
Foreign currency translation adjustment		-		-		-		-			(4,544	)		(4,544	)
Net loss for the year		-		-		-		(403,700	)		-			(403,700	)
Balance at December 31, 2023		20,252,309	$	2,025	$	1,290,355	$	(1,675,973	)	$	(7,222	)	$	(390,815	)
Balance		20,252,309	$	2,025	$	1,290,355	$	(1,675,973	)	$	(7,222	)	$	(390,815	)

(Currency expressed in United States Dollars (“US$”))

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

	2024			2023
	Years ended December 31,
	2024			2023 (Restated)

Cash flows from operating activities:
Net loss	$	(455,571	)	$	(403,700	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation of plant and equipment		1,768			42,390
Amortization		467			433
Non-cash lease expense		-			50,991
Adjustments to reconcile net loss to net cash used in operating activities, Total		(453,336	)		(309,886	)
Change in operating assets and liabilities:
Accounts receivable		-			5,120
Amount due from a related party		38,831			(38,831	)
Prepayments, deposits and other receivables		(236,180	)		7,996
Inventories		(6,661	)		90,300
Lease liabilities		(242	)		(14,170	)
Accounts payable		-			(8,013	)
Accrued liabilities and other payables		(21,560	)		(49,012	)
Customer deposits		346,909			(4,717	)
Tax payable		(21,573	)		4,297
Net cash used in operating activities		(353,812	)		(316,916	)

Cash flows from investing activities
Purchase of plant and equipment		(23,454	)		(746	)
Net cash used in investing activities		(23,454	)		(746	)

Cash flows from financing activities:
Payment of lease liabilities		-			(37,378	)
Advance from a related party		40,815			125,608
Advance from directors		108,767			31,297
Advance from (Repayment to) a related company		95,942			(5,257	)
Net cash provided by financing activities		245,524			114,270

Foreign currency translation adjustment		(3,943	)		(3,440	)

Net change in cash and cash equivalents		(135,685	)		(206,832	)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		174,877			381,709

CASH AND CASH EQUIVALENTS, END OF YEAR	$	39,192		$	174,877

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	16,662		$	-

31The accompanying notes are an integral part of these consolidated financial statements.

~~China Foods Holdings Ltd~~32

~~Consolidated~~China ~~Statements~~Foods ofHoldings ~~Cash Flows~~Ltd

~~(Currency~~Notes ~~expressed~~to inConsolidated ~~United~~Financial ~~States Dollars (“US$”))~~Statements

	2022			2022
	Years ended December 31,
	2022			2022
Cash flows from operating activities:
Net loss	$	(403,700	)	$	(354,078	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation of plant and equipment		42,390			65,165
Amortization		433			500
Gain from sale of plant and equipment		-			(16,277	)
Gain from termination of lease		-			(8,038	)
Non-cash lease expense		50,991			55,916
Adjustments to reconcile net loss to net cash used in operating activities, Total		(309,886	)		(256,812	)
Change in operating assets and liabilities:
Accounts receivable		(33,711	)		(5,120	)
Prepayments, deposits and other receivables		7,996			64,441
Inventories		90,300			188,969
Lease liabilities		(14,170	)		-
Accounts payable		(8,013	)		8,013
Accrued liabilities and other payables		(29,265	)		71,460
Customer deposits		(4,717	)		(267,181	)
Tax payable		4,297			24,632
Net cash used in operating activities		(297,169	)		(171,598	)
Cash flows from investing activities
Purchase of plant and equipment		(746	)		-
Proceeds from sale of plant and equipment		-			22,930
Net cash (used in) provided by investing activities		(746	)		22,930
Cash flows from financing activities:
Payment of lease liabilities		(37,378	)		(54,021	)
Advance from related parties		131,901			1,333
Net cash provided by (used in) financing activities		94,523			(52,688	)
Foreign currency translation adjustment		(3,440	)		(26,369	)
Net change in cash and cash equivalents		(206,832	)		(227,725	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		381,709			609,434
CASH AND CASH EQUIVALENTS, END OF YEAR	$	174,877		$	381,709
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

(Currency expressed in United States Dollars (“US$”), except for number of shares)

~~The~~NOTE ~~accompanying~~1: ~~notes~~ORGANIZATION ~~are~~AND anBUSINESS ~~integral part of these consolidated financial statements.~~BACKGROUND

32China Foods Holdings Ltd. (the “Company” or “CFOO”) was incorporated in Delaware on January 10, 2019.

The Company is a health and wellness company that develops, markets, promotes and distributes a variety of customized health and wellness care products and services, including supplements, healthy snacks, meal replacements, skincare products, and nutritional consultation services to consumers in China. The Company works with certain licensed healthcare food factories to develop and manufacture products ~~Foods~~and ~~Holdings~~services ~~Ltd~~that are distributed conventionally through sales agents and also through a network of e-commerce and social media platforms.

~~Notes~~The tofollowing ~~Consolidated~~table ~~Financial~~depicts ~~Statements~~the description of the Company’s subsidiaries:

~~(Currency expressed~~SCHEDULE inOF ~~United~~SUBSIDIARIES ~~States Dollars (“US$”), except for number of shares)~~ INFORMATION

NOTE 1: ORGANIZATION AND BUSINESS BACKGROUND

Name	Place of incorporation and kind of legal entity	Principal activities	Particulars of registered/ paid up share capital	Effective interest held

Elite Creation Group Limited (“ECGL”)	BVI, a limited liability company	Investment holding	50,000 issued shares of US$1each		100	%

Alpha Wellness (HK) Limited (“AWL”)	Hong Kong, a limited liability company	Investment holding	300,000 issued shares of HK$300,000		100	%

Guangzhou Xiao Xiang Health Industry Company Limited (“GXXHIC”)	The PRC, a limited liability company	Sales of healthcare products	RMB9,000,000		100	%

~~China~~The ~~Foods Holdings Ltd. (the “~~Company” orand ~~“CFOO”)~~its ~~was~~subsidiaries ~~incorporated~~are inhereinafter ~~Delaware~~referred onto ~~January~~as ~~10,~~(the ~~2019~~“Company”).

The Company is a health and wellness company that develops, markets, promotes and distributes a variety of customized health and wellness care products and services, including supplements, healthy snacks, meal replacements, skincare products, and nutritional consultation services to consumers in China. The Company works with certain licensed healthcare food factories to develop and manufacture products and services that are distributed conventionally through sales agents and also through a network of e-commerce and social media platforms.33

~~Due~~NOTE to2: ~~the~~SUMMARY ~~impact~~OF ofSIGNIFICANT ~~the~~ACCOUNTING ~~COVID-19 pandemic in the healthcare industry, the Company also offered a new line of high-end wine products in our online and offline sales platform, to diversify the market demand and customer needs.~~POLICIES

~~The~~Basis ~~following table depicts the description~~ of ~~the~~Presentation ~~Company’s~~and ~~subsidiaries:~~Consolidation

~~SCHEDULE~~The Company’s OFconsolidated ~~SUBSIDIARIES~~financial ~~INFORMATION~~statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). All adjustments considered necessary for a fair presentation have been included. These adjustments consist of normal and recurring accruals, as well as non-recurring charges.

Name	Place of incorporation and kind of legal entity	Principal activities	Particulars of registered/ paid up share capital	Effective interest held
Elite Creation Group Limited (“ECGL”)	BVI, a limited liability company	Investment holding	50,000 issued shares of US$1each		100	%
Alpha Wellness (HK) Limited (“AWL”)	Hong Kong, a limited liability company	Investment holding	300,000 issued shares of HK$300,000		100	%
Guangzhou Xiao Xiang Health Industry Company Limited (“GXXHIC”)	The PRC, a limited liability company	Sales of healthcare products	RMB9,000,000		100	%

The consolidated financial statements are presented in US Dollars and include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during the periods are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal.

~~The~~Use ~~Company~~of ~~and its subsidiaries are hereinafter referred to as (the “Company”).~~Estimates

33The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

~~NOTE~~Significant 2:areas ~~SUMMARY~~for OFwhich ~~SIGNIFICANT~~management ~~ACCOUNTING~~uses ~~POLICIES~~estimates include:

~~Basis of~~● ~~Presentation~~inventory; ● estimated lives for tangible and ~~Consolidation~~intangible assets; and ● income tax valuation allowances

~~The~~These ~~Company’s~~estimates ~~consolidated~~require ~~financial~~the ~~statements~~use ~~have~~of ~~been~~judgment ~~prepared~~as infuture ~~conformity~~events ~~with~~and ~~accounting principles generally accepted in~~ the ~~United~~ ~~States~~effect ~~(“GAAP”).~~of ~~Any reference in~~ these ~~notes~~events tocannot ~~applicable~~be ~~guidance~~predicted iswith ~~meant~~certainty. toThe ~~refer~~estimates will tochange ~~the~~as ~~authoritative~~new ~~GAAP~~events occur, as ~~found~~ inmore ~~the~~experience ~~Accounting~~is ~~Standards~~acquired ~~Codification (“ASC”)~~ and ~~Accounting~~as ~~Standards~~more ~~Update~~information ~~(“ASU”)~~is ~~of the Financial Accounting Standards Board (“FASB”)~~obtained. ~~All~~We ~~adjustments~~evaluate ~~considered~~and ~~necessary~~update ~~for~~our aassumptions and ~~fair~~estimates ~~presentation~~on ~~have~~an ~~been~~ongoing ~~included.~~basis ~~These adjustments~~and ~~consist~~we ofmay ~~normal~~consult ~~and~~outside ~~recurring~~experts ~~accruals,~~to asassist ~~well~~ as ~~non-recurring~~considered ~~charges~~necessary.

~~The~~Segment consolidated financial statements are presented in US Dollars and include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. The results of subsidiaries acquired or disposed of during the periods are included in the consolidated statements of operations from the effective date of acquisition or up to the effective date of disposal.Reporting

~~Use~~Accounting ofStandards ~~Estimates~~Codification (“ASC”) Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements. Currently, the Company operates in two reportable operating segments in Hong Kong and China.

~~The~~Cash ~~preparation of financial statements in conformity with GAAP requires management to make estimates~~ and ~~assumptions~~Cash ~~that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.~~Equivalents

~~Significant~~Cash ~~areas~~and ~~for~~cash ~~which~~equivalents ~~management~~are ~~uses~~carried ~~estimates~~at ~~include:~~cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

● revenue recognition at point in time and over time; ● sales returns at point in time and allowances; ● inventory; ● estimated lives for tangible and intangible assets; and ● income tax valuation allowances34

~~These estimates~~Accounts require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary.Receivable

~~Segment~~Accounts ~~Reporting~~receivable is recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for expected credit losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

~~Accounting~~Allowance ~~Standards Codification (“ASC”) Topic 280, “Segment Reporting” establishes standards~~ for ~~reporting~~Expected ~~information about~~Credit operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in consolidated financial statements. Currently, the Company operates in two reportable operating segments in Hong Kong and China.Losses

~~Cash~~In accordance with ASC Topic 326, “Credit Losses – Measurement of Credit Losses on Financial Instruments” (ASC 326), the Company utilizes the current expected credit losses (“CECL”) model to determine an allowance that reflects its best estimate of the expected credit losses on accounts receivable, prepayments, deposits and ~~Cash~~other ~~Equivalents~~receivables which is recorded as a liability to offset the receivables. The CECL model is prepared after considering historical experience, current conditions, and reasonable and supportable economic forecasts to estimate expected credit losses. Accounts receivable, prepayments, deposits and other receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense.

~~Cash~~As ~~and~~of ~~cash~~December ~~equivalents~~31, ~~are~~2024 ~~carried at cost~~ and ~~represent cash on hand~~2023, ~~demand~~there ~~deposits~~was ~~placed~~no ~~with~~allowance ~~banks~~for orexpected ~~other~~credit ~~financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments~~losses.

34Inventories

~~Accounts~~Inventories ~~Receivable~~are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. As of December 31, 2024 and 2023, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.

~~Accounts~~Plant ~~receivable are recorded at the invoiced amount~~ and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for expected credit losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.Equipment

~~Allowance~~Plant ~~for~~and ~~Expected~~equipment ~~Credit~~are ~~Losses~~stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

~~In accordance~~SCHEDULE ~~with~~OF ~~ASC~~ESTIMATED ~~Topic~~USEFUL 326, “Credit Losses – Measurement of Credit Losses on Financial Instruments” (ASC 326), the Company utilizes the current expected credit losses (“CECL”) model to determine an allowance that reflects its best estimate of the expected credit losses on accounts receivable, prepayments, deposits and other receivables which is recorded as a liability to offset the receivables. The CECL model is prepared after considering historical experience, current conditions, and reasonable and supportable economic forecasts to estimate expected credit losses. Accounts receivable, prepayments, deposits and other receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense.LIVES

As of December 31, 2023 and 2022, there was no allowance for expected credit losses.

	Expected useful lives	Residual value
Furniture, fixture and equipment	3 years		5	%
Motor vehicle	3.33 to 4 years		5	%
Leasehold improvement	2 years		5	%

~~Inventories~~Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

~~Inventories are~~Intangible stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. The Company provides inventory allowances based on excess and obsolete inventories determined principally by customer demand. As of December 31, 2023 and 2022, the Company did not record an allowance for obsolete inventories, nor have there been any write-offs.Assets

~~Plant~~Intangible assets represented trademarks of their products and ~~Equipment~~are stated at cost less accumulated amortization and any recognized impairment loss. Amortization is provided over the term of their registrations on a straight-line basis, which is 10 years and will expire in 2028.

~~Plant~~Amortization ~~and~~expense ~~equipment~~for ~~are~~the ~~stated~~years atended ~~cost~~December ~~less~~31, ~~accumulated~~2024 ~~depreciation~~ and ~~accumulated~~2023 ~~impairment~~was ~~losses,~~$467 ~~if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational~~ and ~~after~~$433, ~~taking into account their estimated residual values:~~respectively.

~~SCHEDULE~~Impairment of OFLong-Lived ~~ESTIMATED USEFUL LIVES~~Assets

	Expected useful lives	Residual value
Furniture, fixture and equipment	3 years		5	%
Motor vehicle	3.33 to 4 years		5	%
Leasehold improvement	2 years		5	%

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment, as well as intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the years presented.

~~Intangible~~Revenue ~~Assets~~Recognition

~~Intangible~~The ~~assets~~Company ~~represented~~adopted ~~trademarks~~Accounting ofStandards ~~their~~Codification ~~products~~(“ASC”) ~~and~~606 ~~are~~– ~~stated~~Revenue atfrom ~~cost~~Contracts ~~less~~with ~~accumulated~~Customers” (“ASC ~~amortization~~606”). Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and ~~any~~services, ~~recognized~~to ~~impairment~~a ~~loss~~customer. ~~Amortization~~ Revenue is ~~provided~~recognized ~~over~~when performance obligations are satisfied and the ~~term~~customer obtains control of ~~their~~promised ~~registrations~~goods onor aservices. ~~straight-line~~The ~~basis,~~amount of revenue recognized reflects the consideration to which isthe 10Company ~~years~~expects to ~~and~~be ~~will~~entitled ~~expire~~to receive in ~~2028~~exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

~~Amortization expense~~● ~~for~~identify the ~~years~~contract ~~ended~~with ~~December~~a ~~31,~~customer; ~~2023~~● ~~and~~identify ~~2022~~the ~~was~~performance ~~$433~~obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ~~$500,~~● ~~respectively~~recognize revenue as the performance obligation is satisfied.

~~Impairment~~Currently, ofthe ~~Long-Lived~~Company ~~Assets~~operates two business segments.

InHealthcare ~~accordance~~Business ~~with~~mainly ~~the~~provides ~~provisions~~health ofconsulting ~~ASC~~advisory ~~Topic~~services ~~360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant~~ and ~~equipment,~~healthcare ~~as well as intangible assets held~~ and ~~used by the Company are reviewed for impairment whenever events or changes~~wellness inproducts ~~circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets~~ to ~~be held and used is evaluated by a comparison of~~ the ~~carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset~~customers. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the years presented.

35Revenue is earned from the rendering of health consulting advisory services to the customers. The Company recognizes services revenue over the period in which such services are performed. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion. Aa the revenue stream that the company provides health consulting advisory services. In this case, the company is directly responsible for providing the services to the customer. The company controls the service before it is rendered, which means it assumes the risk and reward associated with the provision of these services. In conclusion, the company is the principal in this case because it controls the services provided and bears the risk of performing the services to meet customer needs.

The sale and distribution of the healthcare products, such as (i) Nutrition Catering (ii) Special Health Food (iii) Health Supplement and (iv) Skincare, is the only performance obligation under the fixed-fee arrangements. Revenue is recognized from the sale of their healthcare ~~Recognition~~products upon delivery to the customers, whereas the title and risk of loss are fully transferred to the customers. The Company records its revenues, net of value added taxes (“VAT”) on the majority of the products at the rate of 17% on the invoiced value of sales. The cost, such as shipping cost and material cost, is recognized when the product delivered to the customers. The Company records its cost including taxes. The company is responsible for pricing, marketing, shipping, and recognizing revenue upon the delivery of products. Therefore, the company is the principal because it controls the goods before the customer receives them, assumes the risks (including shipping and material costs), and is responsible for the transaction. The company is not merely facilitating the sale but rather engaging in the direct sale and transfer of goods.

~~The~~Wine ~~Company~~Business ~~adopted~~mainly ~~Accounting~~provides ~~Standards~~the ~~Codification~~wine ~~(“ASC”)~~products ~~606~~to –the customers. Revenue is recognized from ~~Contracts~~the ~~with~~sale ~~Customers” (“ASC~~of ~~606”).~~wine ~~Under~~products ~~ASC~~upon ~~606~~delivery to the customers, awhereas ~~performance~~the ~~obligation~~title isand arisk ~~promise~~of ~~within~~loss aare ~~contract~~fully transferred to ~~transfer~~the acustomers. ~~distinct~~The ~~good~~Company orrecords ~~service~~its revenues, or anet ~~series~~ of ~~distinct~~value ~~goods~~added ~~and~~taxes ~~services,~~(“VAT”) toon athe ~~customer.~~majority ~~Revenue~~of isthe ~~recognized~~products at ~~when~~the ~~performance~~rate ~~obligations~~of ~~are~~17% ~~satisfied~~on ~~and~~ the ~~customer obtains~~invoiced ~~control~~value of ~~promised~~sales. ~~goods~~The orcost, ~~services.~~such ~~The~~as ~~amount~~shipping ofcost ~~revenue~~and material cost, is recognized ~~reflects~~when the ~~consideration~~product delivered to ~~which~~ the customers. The Company ~~expects to~~also berecords ~~entitled~~its tocost ~~receive~~including intaxes ~~exchange~~such ~~for~~as, ~~goods~~urban orconstruction tax ~~services~~and educational surtax. ~~Under~~Similar to the ~~standard~~healthcare business, athe ~~contract’s~~company ~~transaction~~sells ~~price~~wine isproducts ~~allocated~~directly to customers. The company holds the ~~each~~title ~~distinct~~and ~~performance~~risk ~~obligation~~of loss until the wine is delivered to the customer. ToThe ~~determine~~company ~~revenue~~is ~~recognition~~also responsible for ~~arrangements~~pricing, ~~that~~shipping, ~~the~~and ~~Company~~recognizing revenue ~~determines~~when the goods are ~~within~~delivered. Therefore, the ~~scope of~~company ~~ASC~~is ~~606~~the principal in this revenue stream as it assumes control over the goods (wine), and the ~~Company~~risks ~~performs~~associated with the ~~following~~sale ~~five~~are ~~steps:~~transferred to the customer upon delivery.

●Disaggregation of identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied.Revenue

~~Currently,~~The following table provides information about disaggregated revenue from customers into the ~~Company~~nature ~~operates~~of ~~two~~the ~~business~~products ~~segments.~~and services, and the related timing of revenue recognition:

~~Healthcare Business~~SCHEDULE ~~mainly~~OF ~~provides~~DISAGGREGATED ~~health consulting advisory services and healthcare and wellness products to the customers.~~REVENUE

Type of products or services	Timing of revenue recognition	For the Year Ended December 31, 2024		For the Year Ended December 31, 2023

Consultancy service fee income	Services transferred over time	$	19,524	$	15,968
Sales of healthcare products	Goods transferred at a point in time		106,024		3,344
Sales of wine products	Goods transferred at a point in time		107,791		139,163

TOTAL		$	233,339	$	158,475

~~Wine~~Income Business mainly provides the wine products to the customers. Revenue is recognized from the sale of wine products upon delivery to the customers, whereas the title and risk of loss are fully transferred to the customers. The Company records its revenues, net of value added taxes (“VAT”) on the majority of the products at the rate of 17% on the invoiced value of sales. The cost, such as shipping cost and material cost, is recognized when the product delivered to the customers. The Company also records its cost including taxes such as, urban construction tax and educational surtax.Taxes

~~Disaggregation~~The Company adopted the ASC 740 Income tax provisions of ~~Revenue~~paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The ~~following~~estimated ~~table~~future ~~provides~~tax ~~information~~effects ~~about~~of ~~disaggregated~~temporary ~~revenue~~differences ~~from~~between ~~customers into~~ the ~~nature~~tax basis of ~~the~~assets ~~products~~ and ~~services~~liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the ~~related~~ ~~timing~~recoverability of ~~revenue~~deferred tax ~~recognition:~~assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

~~SCHEDULE~~Foreign Currencies ~~OF DISAGGREGATED REVENUE WITH REPORTABLE SEGMENTS~~Translation

Type of products or services	Timing of revenue recognition	For the Year Ended December 31, 2023		For the Year Ended December 31, 2022
Consultancy service fee income	Services transferred over time	$	15,968	$	141,053
Sales of healthcare products	Goods transferred at a point in time		3,344		39,599
Sales of wine products	Goods transferred at a point in time		139,163		173,444
TOTAL		$	158,475	$	354,096

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

36The reporting currency of the Company is United States Dollar (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong SAR and the People’s Republic of China and maintain its books and record in its local currency, Hong Kong Dollars (“HK$”) and Renminbi (“RMB”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholder’s equity.

~~Income~~Translation ~~Taxes~~of amounts from HK$ and RMB into US$ have been made at the following exchange rates for the years ended December 31, 2024 and 2023.

~~The Company~~SCHEDULE ~~adopted~~OF ~~the~~FOREIGN ~~ASC~~CURRENCIES ~~740~~TRANSLATION ~~Income~~EXCHANGE tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.RATES

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

	2024		2023
Year-end HK$:US$ exchange rate		0.12881		0.12807
Annual average HK$:US$ exchange rate		0.12819		0.12774
Year-end RMB:US$ exchange rate		0.13698		0.14145
Annual average RMB:US$ exchange rate		0.13908		0.14139

~~Foreign~~Net ~~Currencies~~Loss ~~Translation~~per Share

~~Transactions~~The ~~denominated~~Company calculates net loss per share in ~~currencies~~accordance ~~other~~with ~~than~~ASC ~~the~~Topic ~~functional~~260, ~~currency~~“Earnings ~~are~~per ~~translated~~Share.” ~~into~~Basic ~~the~~income ~~functional~~per ~~currency~~share atis computed by dividing the ~~exchange~~net ~~rates~~income ~~prevailing at~~by the ~~dates~~weighted-average number of common shares outstanding during the ~~transaction~~period. ~~Monetary~~Diluted ~~assets~~income ~~and~~per ~~liabilities~~share ~~denominated~~is computed insimilar ~~currencies~~to ~~other~~basic ~~than~~income per share except that the ~~functional~~denominator ~~currency~~is ~~are~~increased ~~translated into~~to include the ~~functional~~number ~~currency~~of ~~using~~additional ~~the~~common ~~applicable~~shares that ~~exchange~~would ~~rates~~have atbeen outstanding if the ~~balance~~potential ~~sheet~~common ~~dates.~~stock ~~The~~equivalents ~~resulting~~had ~~exchange~~been ~~differences~~issued ~~are~~and ~~recorded in~~if the ~~consolidated~~additional ~~statement~~common ofshares ~~operations~~were dilutive.

The reporting currency of the Company is United States Dollar (“US$”) and the accompanying financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong SAR and the People’s Republic of China and maintain its books and record in its local currency, Hong Kong Dollars (“HK$”) and Renminbi (“RMB”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholder’s equity.37

~~Translation~~Comprehensive ~~of amounts from HK$ and RMB into US$ have been made at the following exchange rates for the years ended December 31, 2023 and 2022.~~income

~~SCHEDULE~~ASC Topic OF220, ~~FOREIGN~~“Comprehensive ~~CURRENCIES~~Income”, ~~TRANSLATION~~establishes ~~EXCHANGE~~standards ~~RATES~~for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

	2023		2022
Year-end HK$:US$ exchange rate		0.12807		0.12799
Annual average HK$:US$ exchange rate		0.12774		0.12771
Year-end RMB:US$ exchange rate		0.14145		0.14500
Annual average RMB:US$ exchange rate		0.14139		0.14879

Retirement plan costs

~~Net~~Contributions ~~Loss~~to ~~per~~retirement ~~Share~~plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service are provided.

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.Leases

37The Company adopts the FASB Accounting Standards Update (“ASU”) 2016-02 “Leases (Topic 842).” for all periods presented. This standard requires lessees to recognize lease assets (“right of use”) and related lease obligations (“lease liabilities”) on the balance sheet for leases with terms in excess of 12 months.

~~Comprehensive~~The ~~income~~Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated balance sheets.

~~ASC~~ROU ~~Topic~~assets ~~220,~~represent ~~“Comprehensive~~the ~~Income”,~~Company’s ~~establishes~~right ~~standards~~to use an underlying asset for ~~reporting~~the ~~and~~lease ~~display~~term ofand ~~comprehensive~~lease ~~income,~~liabilities ~~its~~represent ~~components~~the Company’s ~~and~~obligation ~~accumulated~~to ~~balances.~~make ~~Comprehensive~~lease ~~income~~payments asarising ~~defined~~from ~~includes~~the ~~all~~lease. ~~changes~~Operating inlease ~~equity~~and ~~during~~finance alease ~~period~~ROU ~~from~~assets ~~non-owner~~and ~~sources.~~liabilities ~~Accumulated~~are recognized, ~~other~~based ~~comprehensive~~on ~~income,~~the aspresent ~~presented~~value inof lease payments over the ~~accompanying~~lease ~~consolidated~~term ~~statements~~discounted ofusing ~~changes~~the rate implicit in ~~shareholders’~~the ~~equity,~~lease. ~~consists~~In cases where the ofimplicit ~~changes~~rate inis ~~unrealized~~not ~~gains~~readily ~~and~~determinable, ~~losses~~the onCompany ~~foreign~~uses ~~currency~~its ~~translation.~~incremental ~~This~~borrowing ~~comprehensive~~rate ~~income~~based ison ~~not~~the ~~included~~information available at commencement date in determining the ~~computation~~ present value of ~~income~~lease ~~tax~~payments. Lease expense orfor ~~benefit~~lease payments is recognized on a straight-line basis over the lease term.

~~Retirement~~Related ~~plan costs~~Parties

~~Contributions~~The toCompany ~~retirement~~follows ~~plans~~the ~~(which~~ASC ~~are~~850-10, ~~defined~~“Related ~~contribution~~Party” ~~plans)~~for ~~are~~the ~~charged~~identification toof ~~general~~related parties and ~~administrative~~disclosure ~~expenses in the accompanying statements~~ of ~~operation as the~~ related party ~~employee service are provided~~transactions.

~~Leases~~Pursuant to section 850-10-20 the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The ~~Company~~financial ~~adopts~~statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ~~FASB~~ordinary ~~Accounting~~course ~~Standards~~of ~~Update~~business. ~~(“ASU”~~However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) ~~2016-02~~the nature ~~“Leases~~of the relationship(~~Topic~~s) ~~842~~involved; b).” a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for ~~all~~each of the periods for which income statements are presented~~. This~~, ~~standard~~and ~~requires~~such ~~lessees~~other information deemed necessary to ~~recognize~~an ~~lease~~understanding of ~~assets~~the ~~(“right~~effects of ~~use”~~the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and ~~related~~the ~~lease~~effects ~~obligations~~of ~~(“lease~~any ~~liabilities”)~~change in the method of establishing the terms from that used in the preceding onperiod; and d) amount due from or to related parties as of the date of each balance sheet ~~for~~presented ~~leases~~and, ~~with~~if not otherwise apparent, the terms inand ~~excess~~manner of ~~12 months~~settlement.

~~ROU~~Commitments ~~assets represent the Company’s right to use an underlying asset for the lease term~~ and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized, based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.Contingencies

~~Related~~The ~~Parties~~Company follows the ASC 450-20, “Commitments” to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

~~The~~If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s ~~follows~~financial statements. If the ~~ASC~~assessment ~~850-10~~indicates that a potentially material loss contingency is not probable but is reasonably possible, ~~“Related~~or ~~Party”~~is ~~for~~probable but cannot be estimated, then the ~~identification~~nature of ~~related~~the ~~parties~~contingent liability, and ~~disclosure~~an estimate of ~~related party~~the ~~transactions~~range of possible losses, if determinable and material, would be disclosed.

~~Pursuant~~Loss tocontingencies ~~section~~considered ~~850-10-20~~remote ~~the~~are ~~related~~generally ~~parties~~not ~~include:~~disclosed a)unless ~~affiliates~~they ofinvolve ~~the~~guarantees, ~~Company;~~in ~~b) entities for~~ which ~~investments~~case inthe ~~their~~guarantees ~~equity securities~~ would be ~~required,~~disclosed. Management ~~absent~~does ~~the~~not ~~election of the fair value option under the Fair Value Option Subsection of section 825–10–15~~believe, to bebased ~~accounted~~upon ~~for~~information byavailable ~~the~~at ~~equity~~this ~~method~~time ~~by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts~~ that ~~are~~these ~~managed~~matters bywill orhave ~~under~~a ~~the~~material ~~trusteeship~~adverse ofeffect ~~management; d) principal owners of the Company; e) management of the Company;~~on ~~f) other parties with which~~ the Company’s ~~may~~financial ~~deal~~position, ifresults ~~one~~of ~~party~~operations ~~controls~~ or ~~can~~cash ~~significantly~~flows. ~~influence~~However, ~~the~~there ~~management~~is orno ~~operating~~assurance ~~policies of the other to an extent~~ that ~~one~~such ofmatters ~~the~~will ~~transacting~~not materially ~~parties might be prevented from fully pursuing its own separate interests;~~ and g) ~~other~~adversely ~~parties~~affect ~~that can significantly influence~~ the ~~management~~Company’s orbusiness, ~~operating~~financial ~~policies~~position, ofand ~~the~~results ~~transacting parties or that have an ownership interest in one~~ of ~~the~~operations ~~transacting parties and can significantly influence the other to an extent that one~~ or ~~more~~cash ~~of the transacting parties might be prevented from fully pursuing its own separate interests~~flows.

~~The~~Fair ~~financial~~value ~~statements shall include disclosures~~ of ~~material~~Financial related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.Instruments

38The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Commitments and Contingencies

	Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

	Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

	Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

~~The~~Financial ~~Company~~assets ~~follows the ASC 450-20, “Commitments” to report accounting for contingencies. Certain conditions may exist as of the date the financial statements~~ are ~~issued,~~considered ~~which~~Level ~~may~~3 ~~result in a loss to the Company but which will only be resolved~~ when ~~one or~~their ~~more~~fair ~~future~~values events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are ~~pending~~determined ~~against~~using ~~the~~pricing ~~Company or un-asserted claims that may result in such proceedings~~models, ~~the~~discounted ~~Company~~cash ~~evaluates~~flow ~~the~~methodologies ~~perceived merits of any legal proceedings~~ or ~~un-asserted claims~~similar astechniques ~~well~~and asat ~~the~~least ~~perceived~~one ~~merits~~significant ofmodel ~~the~~assumption ~~amount of relief sought~~ or ~~expected~~input tois ~~be sought therein~~unobservable.

IfThe ~~the~~fair ~~assessment~~value ofhierarchy agives ~~contingency~~the ~~indicates~~highest ~~that~~priority itto isquoted ~~probable~~prices ~~that~~(unadjusted) ain ~~material~~active ~~loss~~markets ~~has~~for ~~been~~identical ~~incurred~~assets ~~and~~or liabilities and the ~~amount~~lowest ofpriority ~~the~~to ~~liability can~~unobservable beinputs. ~~estimated,~~If ~~then~~ the ~~estimated~~inputs ~~liability~~used ~~would~~to bemeasure ~~accrued in~~ the ~~Company’s~~ financial ~~statements.~~assets Ifand ~~the~~liabilities ~~assessment~~fall ~~indicates~~within more than ~~that~~one alevel ~~potentially~~described ~~material~~above, ~~loss~~the ~~contingency~~categorization is ~~not~~based ~~probable~~on ~~but~~the islowest ~~reasonably~~level ~~possible,~~input orthat is ~~probable~~significant ~~but~~to ~~cannot be estimated, then~~ the ~~nature~~fair ofvalue ~~the~~measurement ~~contingent liability, and an estimate~~ of the ~~range of possible losses, if determinable and material, would be disclosed~~instrument.

~~Loss~~The ~~contingencies~~carrying ~~considered~~amounts ~~remote~~of ~~are generally not disclosed unless they involve guarantees, in which case~~ the ~~guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the~~ Company’s financial ~~position,~~assets ~~results~~and ofliabilities, ~~operations~~such oras cash ~~flows.~~and ~~However~~cash equivalents, ~~there~~approximate istheir nofair ~~assurance that such matters will not~~values ~~materially~~because ~~and~~of ~~adversely affect~~ the ~~Company’s~~short ~~business,~~maturity ~~financial position, and results~~ of ~~operations~~these ~~or cash flows~~instruments.

~~Fair value of Financial Instruments~~39

~~The~~Recent ~~Company follows paragraph 825-10-50-10 of the FASB~~ Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:Pronouncements

	Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
	Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
	Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

~~Financial~~Accounting ~~assets~~Standards ~~are~~Recently considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.Adopted

~~The~~In ~~fair~~August ~~value~~2020, ~~hierarchy~~the ~~gives~~FASB ~~the~~issued ~~highest~~ASU ~~priority~~2020-06, toDebt ~~quoted~~– ~~prices~~Debt with Conversion and Other Options (~~unadjusted~~Subtopic 470-20) and Derivatives and Hedging – Contracts in ~~active~~Entity’s ~~markets~~Own Equity (Subtopic 815-40). This ASU reduces the number of accounting models for ~~identical~~convertible debt ~~assets~~instruments orand ~~liabilities~~convertible preferred stock and amends the ~~lowest~~guidance ~~priority~~for the derivatives scope exception for contracts in an entity’s own equity to ~~unobservable~~reduce ~~inputs~~form-over-substance-based accounting conclusions. IfIn ~~the~~addition, ~~inputs~~this ~~used~~ASU toimproves ~~measure~~and amends the ~~financial~~related ~~assets~~earnings per ~~and~~share ~~liabilities~~guidance. ~~fall~~This ~~within~~standard ~~more~~became ~~than one~~effective ~~level~~for ~~described~~the ~~above~~Company beginning on January 1, ~~the~~2022. ~~categorization~~Adoption is ~~based~~either ona ~~the~~modified ~~lowest~~retrospective method ~~level~~or ~~input~~a ~~that~~fully isretrospective ~~significant~~method toof ~~the~~transition. ~~fair~~The ~~value~~Company ~~measurement~~adopted this guidance effective January 1, 2022, and the adoption of ~~the~~this ~~instrument~~standard did not have a material impact on its consolidated financial statements.

~~The~~In ~~carrying~~May ~~amounts~~2021, of the ~~Company’s~~FASB ~~financial~~issued ~~assets~~ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and ~~liabilities~~Extinguishments (Subtopic 470-50), ~~such~~Compensation—Stock asCompensation ~~cash~~(Topic 718), and ~~cash~~Derivatives ~~equivalents,~~and ~~approximate~~Hedging—Contracts ~~their~~in ~~fair~~Entity’s ~~values~~Own Equity ~~because~~(Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU clarifies the ~~short~~accounting ~~maturity~~for modifications or exchanges of ~~these~~freestanding ~~instruments~~equity-classified written call options (i.e. warrants) so that the transaction should be treated as an exchange of the original instrument for a new instrument. This standard is effective for fiscal years beginning after December 15, 2021 on a prospective basis, with early adoption permitted. The Company adopted this guidance effective January 1, 2022, and the adoption of this standard did not have a material impact on its consolidated financial statements.

39In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. This ASU defers the sunset date of Topic 848, which provides relief to entities affected by reference rate reform. The ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2025. The standard is effective immediately and the Company adopted the standard in December 2022 with no financial impact. The Company is currently assessing the impact ASU 2020-04, for which this ASU 2022-06 relates, will have on its consolidated financial statements.

~~Recent~~In March 2023, the FASB issued ~~Accounting~~ASU ~~Pronouncements~~2023-01, Leases (Topic 842): Common Control Arrangements. This ASU clarifies the accounting for leasehold improvements associated with common control leases and allows lessees to amortize improvements over the useful life if certain criteria are met. The standard is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company early adopted ASU 2023-01 in 2023. The adoption did not have a material impact on the Company’s consolidated financial statements.

~~From~~In November 2023, the FASB ~~time~~issued toASU ~~time~~2023-07, ~~new~~Segment ~~accounting~~Reporting ~~pronouncements~~(Topic ~~are~~280): ~~issued~~Improvements byto Reportable Segment Disclosures, to enhance the ~~FASB~~transparency and ordecision-usefulness ~~other~~of ~~standard~~segment ~~setting~~information. ~~bodies~~This ~~and~~ASU ~~adopted~~requires disclosure of significant segment expenses regularly reviewed by the chief ~~Company~~operating asdecision ~~of the~~maker ~~specified~~(CODM). The amendments are effective ~~date.~~for ~~Unless~~fiscal ~~otherwise~~years ~~discussed~~beginning after December 15, ~~the~~2023, and interim periods beginning after December 15, 2024. The Company ~~believes~~is ~~that~~currently evaluating the impact of ~~recently~~this ~~issued~~ASU ~~standards~~on ~~that~~its ~~are not~~segment ~~yet~~disclosure ~~effective~~but ~~will~~does not expect it to have a material ~~impact~~effect on ~~its~~the consolidated financial ~~position or results of operations upon adoption~~statements.

~~Accounting~~In December 2023, the FASB ~~Standards~~issued ~~Recently~~ASU ~~Adopted~~2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances income tax disclosures primarily related to the rate reconciliation and income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently assessing the potential impact of the adoption of this standard on its disclosures.

InThe ~~August~~Company ~~2020,~~has ~~the~~reviewed ~~FASB~~all ~~issued~~recently ~~ASU 2020-06~~issued, ~~Debt~~but –not ~~Debt~~yet ~~with~~effective, ~~Conversion~~accounting ~~and~~pronouncements ~~Other Options (Subtopic 470-20)~~ and ~~Derivatives and~~does ~~Hedging~~not –believe ~~Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU reduces~~ the ~~number~~future ofadoption ~~accounting models for convertible~~of ~~debt~~any ~~instruments~~such ~~and~~pronouncements ~~convertible~~may ~~preferred~~be ~~stock~~expected ~~and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity~~ to ~~reduce~~cause ~~form-over-substance-based~~a ~~accounting~~material ~~conclusions.~~impact ~~In addition, this ASU improves and amends the related earnings per share guidance. This standard became effective for the Company beginning~~ on ~~January~~its 1,financial ~~2022.~~condition ~~Adoption is either a modified retrospective method~~ or ~~a fully retrospective method of transition. The Company adopted this guidance effective January 1, 2022, and~~ the ~~adoption~~results of ~~this~~ ~~standard did not have a material impact on~~ its ~~consolidated financial statements~~operations.

InNOTE May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)3: ~~Issuer’s~~LIQUIDITY ~~Accounting~~AND ~~for~~CAPITAL Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options (i.e. warrants) so that the transaction should be treated as an exchange of the original instrument for a new instrument. This standard is effective for fiscal years beginning after December 15, 2021 on a prospective basis, with early adoption permitted. The Company adopted this guidance effective January 1, 2022, and the adoption of this standard did not have a material impact on its consolidated financial statements.RESOURCES

InThe ~~December~~Company’s ~~2022,~~cash ~~the~~balance ~~FASB~~as ~~issued~~of ~~ASU~~December ~~2022-06~~31, ~~Reference~~2024, ~~Rate~~was ~~Reform~~$39,192, ~~(Topic~~as ~~848):~~compared ~~Deferral~~to of$174,877 ~~the~~as ~~Sunset Date~~ of ~~Topic~~December ~~848.~~31, ~~This ASU~~2023, ~~defers~~it ~~the~~was ~~sunset~~decreased by ~~date of Topic 848~~$135,685. ~~which~~The ~~provides~~current ~~relief~~liabilities toexceeded ~~entities~~current ~~affected~~assets by ~~reference~~$887,126, ~~rate~~the ~~reform.~~Company ~~The~~had ~~ASU~~an ~~defers~~accumulated ~~the~~deficit ~~sunset date~~ of ~~Topic 848 from December 31~~$2, ~~2022~~131, ~~to December 31, 2025~~544. The ~~standard~~Company believes isthat ~~effective~~its ~~immediately~~cash and ~~the~~investments ~~Company~~will ~~adopted~~be ~~the~~sufficient ~~standard in~~to ~~December~~fund ~~2022~~our ~~with~~planned nooperations ~~financial~~for ~~impact.~~at ~~The~~least ~~Company~~one isyear ~~currently~~past ~~assessing~~ the ~~impact~~issuance ~~ASU 2020-04, for which this ASU 2022-06 relates,~~date ~~will~~of ~~have~~the ~~on its~~ consolidated financial statements.

The Company’s ~~has~~ability ~~reviewed~~to ~~all~~continue ~~recently~~as ~~issued,~~a ~~but~~going ~~not~~concern ~~yet~~is ~~effective,~~dependent ~~accounting~~upon ~~pronouncements~~improving ~~and~~its ~~does~~profitability ~~not~~and ~~believe~~ the ~~future~~continuing ~~adoption~~financial ofsupport ~~any~~from ~~such~~its ~~pronouncements~~major ~~may~~shareholders. beManagement ~~expected~~believes tothe ~~cause~~existing ashareholders ~~material~~or ~~impact~~external onfinancing ~~its~~will ~~financial~~provide ~~condition~~additional orcash to meet the ~~results~~Company’s ofobligations ~~its~~as ~~operations~~they become due.

~~NOTE~~Despite 3:the ~~LIQUIDITY~~amount ~~AND~~of ~~CAPITAL~~funds ~~RESOURCES~~that the Company has raised, no assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its shareholders, in the case of equity financing.

~~The~~NOTE ~~Company’s~~4: ~~cash~~SEGMENT balance as of December 31, 2023, was $174,877, as compared to $381,709 as of December 31, 2022, it was decreased by $206,832. The current liabilities exceeded current assets by $406,393, the Company had an accumulated deficit of $1,675,973. The Company believes that its cash and investments will be sufficient to fund our planned operations for at least one year past the issuance date of the consolidated financial statements.REPORTING

~~The~~Currently, ~~Company’s ability to continue as a going concern is dependent upon improving its profitability and~~ the ~~continuing financial support from its major shareholders. Management believes the existing shareholders or external financing will provide additional cash to meet the~~ Company’s ~~obligations~~has astwo ~~they~~reportable ~~become~~business ~~due.~~segments:

~~Despite the~~(i) ~~amount~~Healthcare ~~of funds that the Company has raised~~Segment, nomainly ~~assurance~~provides ~~can~~health beconsulting ~~given~~advisory ~~that~~services ~~any~~and ~~future~~healthcare ~~financing,~~and ifwellness ~~needed,~~products ~~will be available or, if available, that it will be on terms that are satisfactory~~ to the ~~Company.~~customers; ~~Even~~and if(ii) ~~the~~Wine ~~Company can obtain additional financing~~Segment, ~~if needed,~~mainly itprovides ~~may contain undue restrictions on its operations, in~~ the ~~case~~wine ofproducts ~~debt~~to ~~financing, or cause substantial dilution for its shareholders, in~~ the ~~case of equity financing~~customers.

~~NOTE 4: SEGMENT REPORTING~~40

~~Currently,~~In the ~~Company~~following ~~has~~table, ~~two~~revenue ~~reportable~~is ~~business~~disaggregated by primary major product line, including a reconciliation of the disaggregated revenue with the reportable segments:.

~~(i)~~ SUMMARY ~~Healthcare~~OF ~~Segment,~~REPORTABLE ~~mainly provides health consulting advisory services and healthcare and wellness products to the customers; and (ii) Wine Segment, mainly provides the wine products to the customers.~~SEGMENTS

	Healthcare Segment			Wine Segment			Total
	Year Ended December 31, 2024
	Healthcare Segment			Wine Segment			Total
Revenue from external customers:
Consulting service income	$	19,524		$	-		$	19,524
Sale of healthcare products		106,024			-			106,024
Sale of wine products		-			107,791			107,791
Total revenue		125,548			107,791			233,339

Cost of sales:
Consulting service income		-			-			-
Sale of healthcare products		(94,512	)		-			(94,512	)
Sale of wine products		-			(84,954	)		(84,954	)
Total cost of revenue		(94,512	)		(84,954	)		(179,466	)

Gross profit		31,036			22,837			53,873

Operating Expenses
Selling and distribution		-			(6,856	)		(6,856	)
General and administrative		(100,531	)		(402,123	)		(502,654	)
Total operating expenses		(100,531	)		(408,979	)		(509,510	)

Segment loss	$	(69,495	)	$	(386,142	)	$	(455,637	)

In the following table, revenue is disaggregated by primary major product line, including a reconciliation of the disaggregated revenue with the reportable segments.

	Healthcare Segment			Wine Segment			Total
	Year Ended December 31, 2023
	Healthcare Segment			Wine Segment			Total
Revenue from external customers:
Consulting service income	$	15,968		$	-		$	15,968
Sale of healthcare products		3,344			-			3,344
Sale of wine products		-			139,163			139,163
Total revenue		19,312			139,163			158,475

Cost of sales:
Consulting service income		-			-			-
Sale of healthcare products		(1,419	)		-			(1,419	)
Sale of wine products		-			(92,912	)		(92,912	)
Total cost of revenue		(1,419	)		(92,912	)		(94,331	)

Gross profit		17,893			46,251			64,144

Operating Expenses
Selling and distribution		-			(3,547	)		(3,547	)
General and administrative		(93,047	)		(372,187	)		(465,234	)
Total operating expenses		(93,047	)		(375,734	)		(468,781	)

Segment loss	$	(75,154	)	$	(329,483	)	$	(404,637	)

~~SUMMARY OF REPORTABLE SEGMENTS~~41

	Healthcare Segment			Wine Segment			Total
	Year Ended December 31, 2023
	Healthcare Segment			Wine Segment			Total
Revenue from external customers:
Consulting service income	$	15,968		$	-		$	15,968
Sale of healthcare products		3,344			-			3,344
Sale of wine products		-			139,163			139,163
Total revenue		19,312			139,163			158,475
Cost of sales:
Consulting service income		-			-			-
Sale of healthcare products		(1,419	)		-			(1,419	)
Sale of wine products		-			(92,912	)		(92,912	)
Total cost of revenue		(1,419	)		(92,912	)		(94,331	)
Gross profit		17,893			46,251			64,144
Operating Expenses
Selling and distribution		-			(3,547	)		(3,547	)
General and administrative		(93,047	)		(372,187	)		(465,234	)
Total operating expenses		(93,047	)		(375,734	)		(468,781	)
Segment loss	$	(75,154	)	$	(329,483	)	$	(404,637	)

The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables:

	Healthcare Segment			Wine Segment			Total
	Year Ended December 31, 2022
	Healthcare Segment			Wine Segment			Total
Revenue from external customers:
Consulting service income	$	141,053		$	-		$	141,053
Sale of healthcare products		39,599			-			39,599
Sale of wine products		-			173,444			173,444
Total revenue		180,652			173,444			354,096
Cost of sales:
Consulting service income		(59,747	)		-			(59,747	)
Sale of healthcare products		(14,888	)		-			(14,888	)
Sale of wine products		-			(168,399	)		(168,399	)
Total cost of revenue		(74,635	)		(168,399	)		(243,034	)
Gross profit		106,017			5,045			111,062
Operating Expenses
Selling and distribution		-			(2,988	)		(2,988	)
General and administrative		(412,228	)		(88,579	)		(500,807	)
Total operating expenses		(412,228	)		(91,567	)		(503,795	)
Segment loss	$	(306,211	)	$	(86,522	)	$	(392,733	)

SCHEDULE OF GEOGRAPHIC SEGMENTS

	2024		2023
	Years ended December 31,
	2024		2023

Hong Kong	$	19,228	$	15,968
China		214,111		142,507

Total revenue	$	233,339	$	158,475

~~The~~NOTE ~~below~~5: ~~revenues~~PREPAYMENTS, ~~are~~DEPOSITS ~~based~~AND onOTHER ~~the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables:~~RECEIVABLES

~~SUMMARY~~Prepayments and OFother ~~GEOGRAPHIC~~receivable ~~SEGMENTS~~consisted of the following:

	2023		2022
	Years ended December 31,
	2023		2022
Hong Kong	$	15,968	$	140,477
China		142,507		213,619
Total revenue	$	158,475	$	354,096

NOTE 5: PREPAYMENTS, DEPOSITS AND OTHER RECEIVABLES

	December 31, 2024		December 31, 2023

Prepayments	$	242,011	$	-
Purchase deposits		16,440		22,631
Rental and utility deposits		41,830		41,181
Other receivables		2,716		3,005
Prepayments and other receivable	$	302,997	$	66,817

~~Prepayments~~Purchase deposits represented deposit payments made to vendors for procurement, which are interest-free, unsecured and ~~other~~relieved ~~receivable~~against ~~consisted~~accounts payable ofwhen goods are received by the ~~following:~~Company.

~~SCHEDULE~~NOTE 6: ~~OF PREPAYMENTS AND OTHER RECEIVABLE~~INVENTORIES

	December 31, 2023		December 31, 2022
Purchase deposits	$	22,631	$	23,835
Rental and utility deposits		41,181		40,115
Other receivables		3,005		10,863
Prepayments and other receivable	$	66,817	$	74,813

Inventories consisted of the following:

~~Purchase deposits~~ SCHEDULE ~~represented~~OF ~~deposit payments made to vendors for procurement, which are interest-free, unsecured and relieved against accounts payable when goods are received by the Company.~~INVENTORIES

NOTE 6: INVENTORIES

	December 31, 2024		December 31, 2023

Finished goods - wine products	$	9,255	$	48,282
Finished goods - Healthcare products		45,688		-
Inventories	$	54,943	$	48,282

~~Inventories~~For ~~consisted~~the ofyears ended December 31, 2024 and 2023, no allowance for obsolete inventories was recorded by the ~~following:~~Company.

~~SCHEDULE~~NOTE 7: OFPLANT ~~INVENTORIES~~AND EQUIPMENT

		December 31, 2023				December 31, 2022
Finished goods - wine products		$	42,282			$	138,582

SCHEDULE OF PROPERTY AND EQUIPMENT

For the years ended December 31, 2023 and 2022, no allowance for obsolete inventories was recorded by the Company.

	December 31, 2024			December 31, 2023

Motor vehicle	$	298,307		$	280,612
Furniture, fixture and equipment		15,484			15,851
Leasehold improvement		27,283			27,266
Foreign translation difference, net		(7,419	)		(6,109	)
Plant and equipment, gross		333,655			317,620

Less: accumulated depreciation		(306,407	)		(309,878	)
Foreign translation difference, net		7,016			5,239
Plant and equipment, net	$	34,264		$	12,981

~~NOTE~~Depreciation 7:expenses ~~PLANT~~for ~~AND~~the ~~EQUIPMENT~~years ended December 31, 2024 and 2023 were $1,768 and $42,390, respectively.

~~SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT~~42

	December 31, 2023			December 31, 2022
Motor vehicle	$	280,612		$	284,255
Furniture, fixture and equipment		15,851			15,465
Leasehold improvement		27,266			27,358
Foreign translation difference, net		(6,109	)		(4,095	)
Plant and equipment, gross		317,620			322,983
Less: accumulated depreciation		(309,878	)		(258,665	)
Foreign translation difference, net		5,239			(8,823	)
Plant and equipment. net	$	12,981		$	55,495

NOTE 8: CUSTOMER DEPOSITS

~~Depreciation~~Customer ~~expenses~~deposits ~~for~~represented cash paid to the ~~years~~Company ~~ended~~from ~~December~~the 31customers, ~~2023~~for ~~and~~which ~~2022~~the ~~were~~Company ~~$42~~has an obligation to deliver the orders to satisfy with the customers,~~390~~ ~~and~~or ~~$65~~to return the funds,~~165,~~ ~~respectively~~within twelve months.

42As of December 31, 2024 and 2023, the deposit received from customers was $415,794 and $68,885, respectively. Regarding subsequent utilization, there was no utilization in 2024, while 30% of the deposits were utilized in 2023.

NOTE 89: ~~CUSTOMER~~AMOUNTS ~~DEPOSITS~~DUE TO A DIRECTOR AND A RELATED COMPANY

~~Customer~~The ~~deposits~~amounts represented ~~cash~~temporary ~~paid~~advances to the Company ~~from~~by ~~the~~its ~~customers,~~director ~~for~~and ~~which~~its ~~the~~related ~~Company~~company ~~has~~which anwere ~~obligation~~unsecured, tointerest-free ~~deliver the orders to satisfy~~and ~~with~~had ~~the~~no ~~customers,~~fixed orterms toof ~~return the funds, within twelve months~~repayments.

AsNOTE of10: ~~December 31, 2023 and 2022, the deposit received from customers was $68,885 and $73,602, respectively.~~LEASE

~~NOTE 9:~~The ~~AMOUNTS~~Company ~~DUE~~leased TOoffice Aand ~~DIRECTOR~~warehouse ~~AND~~facilities Aunder ~~RELATED~~various ~~COMPANY~~non-cancelable operating leases expiring at the term of 1 year. According to the terms of the lease agreement, the Company could terminate the lease after the term by providing one month’s notice. The landlord has agreed to refund any prepaid rent and the deposit upon termination.

~~The~~Right ~~amounts~~of ~~represented~~use ~~temporary~~assets ~~advances to the Company by its director~~ and ~~its~~lease ~~related~~liability ~~company~~– ~~which~~right ~~were~~of ~~unsecured,~~use ~~interest-free~~are ~~and had~~as ~~no fixed terms of repayments.~~follows:

~~NOTE~~ SCHEDULE ~~10:~~OF RIGHT OF USE ASSETS AND LEASE LIABILITY

The Company leased office and warehouse facilities under various non-cancelable operating leases expiring at the term of 1 to 2 years, through May 16, 2024.

	December 31, 2024		December 31, 2023

Right-of-use assets	$	-	$	20,796

~~Right~~The ~~of use assets and~~ lease liability –is ~~right of use are~~ as follows:

SCHEDULE OF RIGHT OF USE ASSETS AND LEASE LIABILITY

	December 31, 2024		December 31, 2023

Current portion	$	-	$	21,038
Non-current portion		-		-

Total	$	-	$	21,038

		December 31, 2023				December 31, 2022
Right-of-use assets		$	20,796			$	20,341

NOTE 11: SHAREHOLDERS’ EQUITY

~~The~~Common ~~lease liability is as follows:~~Stock

	December 31, 2023		December 31, 2022
Current portion	$	20,796	$	20,341
Non-current portion		-		-
Total	$	20,796	$	20,341

The Company is authorized, subject to limitations prescribed by Delaware law, to issue up to 100,000,000 shares of common stock with a par value of $0.0001.

~~NOTE~~Dividend ~~11: SHAREHOLDERS’ EQUITY~~Rights

~~Common~~Subject ~~Stock~~to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine.

~~The~~Voting ~~Company is authorized, subject to limitations prescribed by Delaware law, to issue up to 100,000,000 shares of common stock with a par value of $0.0001.~~Rights

~~Dividend~~Each ~~Rights~~holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Under our Certificate of Incorporation, stockholders do not have the right to cumulate votes for the election of directors.

Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine.43

~~Voting~~No Preemptive or Similar Rights

~~Each~~Our ~~holder of~~ common stock is not entitled to ~~one~~preemptive ~~vote~~rights ~~for~~and ~~each~~is ~~share~~not ofsubject ~~common stock held on all matters submitted~~ to ~~a vote of stockholders. Under our Certificate of Incorporation~~conversion, ~~stockholders~~redemption door ~~not~~sinking ~~have~~fund ~~the right to cumulate votes for the election of directors~~provisions.

43Right to Receive Liquidation Distributions

NoUpon ~~Preemptive~~our dissolution, liquidation or ~~Similar~~winding-up, ~~Rights~~the assets legally available for distribution to our stockholders are distributable ratably among the holders of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.

~~Our~~As ~~common~~of ~~stock~~December is31, ~~not~~2024 ~~entitled~~and to2023, ~~preemptive~~a ~~rights~~total ~~and~~of is20,252,309 ~~not~~shares ~~subject~~of tocommon ~~conversion,~~stock ~~redemption~~were orissued ~~sinking~~and ~~fund provisions~~outstanding.

~~Right~~Preferred ~~to Receive Liquidation Distributions~~Stock

~~Upon~~The ~~our~~Company ~~dissolution,~~is ~~liquidation~~not orcurrently ~~winding-up~~authorized to issue shares of preferred stock. The Certificate of Incorporation, however, allows the ~~assets~~board ~~legally~~of directors ~~available~~to ~~for~~authorize ~~distribution~~the toissuance ~~our~~of ~~stockholders~~preferred ~~are~~stock ~~distributable~~with ~~ratably~~voting or conversion rights that could adversely affect the voting power ~~among~~or other rights of the holders of ~~our~~the common stock, ~~subject~~in tothe ~~prior~~event ~~satisfaction~~that shares of ~~all~~preferred ~~outstanding~~stock ~~debt~~are authorized in the future. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and ~~liabilities~~other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect the ~~preferential~~market ~~rights~~price of our common stock and ~~payment~~the voting and other rights of ~~liquidation~~the ~~preferences,~~holders ifof ~~any,~~common onstock. ~~any~~The ~~outstanding~~Company ~~shares~~has no current plans to issue any shares of preferred stock.

AsNOTE of12: ~~December~~NET ~~31,~~LOSS ~~2023~~PER ~~and 2022, a total of 20,252,309 shares of common stock were issued and outstanding.~~SHARE

~~Preferred~~Basic ~~Stock~~net loss per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net loss per share. The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2024 and 2023:

~~The Company~~ SCHEDULE isOF ~~not~~COMPUTATION ~~currently~~OF ~~authorized~~BASIC toAND ~~issue~~DILUTED ~~shares~~NET ofLOSS ~~preferred~~PER stock. The Certificate of Incorporation, however, allows the board of directors to authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock in the event that shares of preferred stock are authorized in the future. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our company and may adversely affect the market price of our common stock and the voting and other rights of the holders of common stock. The Company has no current plans to issue any shares of preferred stock.SHARE

NOTE 12: NET LOSS PER SHARE

	2024			2023
	Years ended December 31,
	2024			2023
Net loss attributable to common shareholders	$	(455,571	)	$	(403,700	)

Weighted average common shares outstanding – Basic and diluted		20,252,309			20,252,309

Net loss per share – Basic and diluted	$	(0.02	)	$	(0.02	)

~~Basic~~For ~~net~~the ~~loss~~years ~~per~~ended ~~share~~December is31, ~~computed~~2024 ~~using~~and ~~the~~2023, ~~weighted~~diluted weighted-average ~~number of~~ common shares outstanding is ~~during~~equal ~~the~~to ~~year.~~basic ~~The~~weighted-average ~~dilutive effect of potential~~ common shares, ~~outstanding~~due isto ~~included~~the inCompany’s ~~diluted~~ net loss ~~per share~~position. ~~The~~Hence, ~~following~~no ~~table~~common ~~sets~~stock ~~forth~~equivalents were included in the computation of ~~basic and~~ diluted net loss per share ~~for~~since ~~the~~such ~~years~~inclusion ~~ended~~would ~~December~~have ~~31,~~been ~~2023 and 2022:~~antidilutive.

~~SCHEDULE~~NOTE 13: OFINCOME ~~COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE~~TAXES

	2023			2022
	Years ended December 31,
	2023			2022
Net loss attributable to common shareholders	$	(403,700	)	$	(354,078	)
Weighted average common shares outstanding – Basic and diluted		20,252,309			20,252,309
Net loss per share – Basic and diluted	$	(0.02	)	$	(0.02	)

The provision for income taxes consisted of the following:

~~For~~ SCHEDULE ~~the~~OF ~~years~~COMPONENTS ~~ended~~OF ~~December~~INCOME ~~31,~~TAX 2023 and 2022, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.EXPENSE

NOTE 13: INCOME TAXES

	2024		2023
	Years ended December 31,
	2024		2023

Current tax	$	836	$	-
Deferred tax		-		-
Income tax expense	$	836	$	-

~~The provision for income taxes consisted of the following:~~44

~~SCHEDULE~~The effective OFtax ~~COMPONENTS~~rate OFin ~~INCOME~~the ~~TAX~~years ~~EXPENSE~~presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company operates in various countries: United States of America, Hong Kong and the PRC that are subject to taxes in the jurisdictions in which they operate, as follows:

	2023		2022
	Years ended December 31,
	2023		2022
Current tax	$	-	$	828
Deferred tax		-		-
Income tax expense	$	-	$	828

United States of America

44CFOO is registered in the State of Delaware and is subject to US federal corporate income tax. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the years presented.

~~The~~For ~~effective tax rate in~~ the years ~~presented~~ended isDecember ~~the~~31, ~~result~~2024 ofand 2023, the ~~mix~~Company ofdid ~~income~~not ~~earned~~have inany ~~various~~interest ~~tax~~and ~~jurisdictions~~penalties ~~that~~associated ~~apply~~with ~~a broad range of income~~ tax ~~rate~~positions. ~~The~~As ~~Company operates in various countries: United States~~ of December ~~America~~31, ~~Hong~~2024 ~~Kong~~ and 2023, the ~~PRC~~Company ~~that~~has ~~are~~not ~~subject~~accrued toany ~~taxes in~~penalties ~~the~~on ~~jurisdictions~~uncertain intax ~~which they operate, as follows:~~positions.

~~United~~As of December 31, 2024, the operation in the United States incurred $173,008 of ~~America~~cumulative net operating losses which can be carried forward indefinitely to offset future taxable income.

CFOO is registered in the State of Delaware and is subject to US federal corporate income tax. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the years presented.BVI

~~For~~ECGL ~~the~~is ~~years~~incorporated ~~ended~~in ~~December~~the ~~31,~~British ~~2023~~Virgin Islands and ~~2022,~~is ~~the Company did~~ not ~~have~~subject ~~any~~to ~~interest~~taxation. ~~and~~In ~~penalties~~addition, ~~associated~~upon ~~with~~payments ~~tax~~of ~~positions.~~dividends Asby ofthese entities ~~December~~to ~~31,~~their ~~2023 and 2022~~shareholder, ~~the~~no ~~Company~~British ~~has~~Virgin ~~not~~Islands ~~accrued~~withholding ~~any~~tax ~~penalties~~will onbe ~~uncertain tax positions~~imposed.

AsHong ~~of December 31, 2023, the operation in the United States incurred $154,361 of cumulative net operating losses which can be carried forward indefinitely to offset future taxable income.~~Kong

~~BVI~~AWL operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2024 and 2023 is as follows:

~~ECGL~~ SCHEDULE isOF ~~incorporated~~RECONCILIATION inTAX ~~the~~RATE ~~British~~TO ~~Virgin~~EFFECTIVE ~~Islands~~INCOME ~~and~~TAX ~~is not subject to taxation. In addition, upon payments of dividends by these entities to their shareholder, no British Virgin Islands withholding tax will be imposed.~~RATE

Hong Kong

	2024			2023
	Years ended December 31,
	2024			2023

Loss before income taxes	$	(158,218	)	$	(209,318	)
Statutory income tax rate		8.25	%		8.25	%
Income tax expense at statutory rate		(13,053	)		(17,269	)
Tax adjustments		656			309
Net operating loss		13,333			16,960
Income tax expense	$	936		$	-

AWL operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The ~~reconciliation~~ ~~of income tax rate to the effective income tax rate for the years ended December 31, 2023 and 2022 is as follows:~~PRC

~~SCHEDULE~~GXXH operating OFin ~~RECONCILIATION~~the ~~TAX~~PRC ~~RATE~~is TOsubject ~~EFFECTIVE~~to ~~INCOME~~the ~~TAX~~Corporate ~~RATE~~Income Tax Law of the People’s Republic of China at a unified income tax rate of 25%. The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2024 and 2023 is as follows:

	2023			2022
	Years ended December 31,
	2023			2022
Loss before income taxes	$	(209,318	)	$	(7,211	)
Statutory income tax rate		8.25	%		8.25	%
Income tax expense at statutory rate		(17,269	)		(595	)
Tax adjustments		309			1,423
Net operating loss		16,960			-
Income tax expense	$	-		$	828

The PRC

	2024			2023
	Years ended December 31,
	2024			2023

Loss before income taxes	$	(207,619	)	$	(173,167	)
Statutory income tax rate		25	%		25	%
Income tax expense at statutory rate		(51,905	)		(43,292	)
Net operating loss		51,905			43,292
Income tax expense	$	-		$	-

GXXH operating in the PRC is subject to the Corporate Income Tax Law of the People’s Republic of China at a unified income tax rate of 25%. The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2023 and 2022 is as follows:45

~~SCHEDULE~~The following OFtable ~~RECONCILIATION~~sets ~~TAX~~forth ~~RATE~~the TOsignificant ~~EFFECTIVE~~components ~~INCOME~~of ~~TAX~~the ~~RATE~~deferred tax assets of the Company as of December 31, 2024 and 2023:

	2023			2022
	Years ended December 31,
	2023			2022
Loss before income taxes	$	(173,167	)	$	(250,911	)
Statutory income tax rate		25	%		25	%
Income tax expense at statutory rate		(43,292	)		(62,728	)
Net operating loss		43,292			62,728
Income tax expense	$	-		$	-

SCHEDULE OF DEFERRED TAX ASSETS

	2024			2023
	As of December 31,
	2024			2023
Deferred tax assets:
Net operating loss carryforwards
- United States	$	173,008		$	154,361
- Hong Kong		30,293			16,960
- PRC		404,828			352,923
Net operating loss carryforwards		608,129			524,244
Less: valuation allowance		(608,129	)		(524,244	)
Deferred tax assets, net	$	-		$	-

The ~~following~~Company ~~table~~recognizes ~~sets~~interest ~~forth~~and ~~the~~penalties, ~~significant~~if ~~components~~applicable, ofrelated ~~the~~to ~~deferred~~uncertain tax ~~assets~~positions ofin the ~~Company~~income tax provision. There were no reserves for unrecognized tax benefits and no accrued interest related to uncertain tax positions as of December 31, ~~2023~~2024 and ~~2022:~~2023.

~~SCHEDULE~~The Company OFfiles ~~DEFERRED~~income ~~TAX~~tax ~~ASSETS~~returns in U.S. federal, U.S. state and foreign jurisdictions. With some exceptions, most tax years remain open to examination by the taxing authorities due to the Company’s NOL carryforwards.

	2023			2022
	As of December 31,
	2023			2022
Deferred tax assets:
Net operating loss carryforwards
- United States	$	154,361		$	149,874
- Hong Kong		16,960			-
- PRC		352,923			309,631
Net operating loss carryforwards		524,244			459,505
Less: valuation allowance		(524,244	)		(459,505	)
Deferred tax assets, net	$	-		$	-

NOTE 14: PENSION COSTS

The Company ~~recognizes~~is ~~interest~~required ~~and~~to ~~penalties,~~make ifcontributions ~~applicable,~~to ~~related~~their toemployees ~~uncertain~~under ~~tax~~a ~~positions~~government-mandated defined contribution pension scheme for its eligible full-times employees in the ~~income~~People’s ~~tax~~Republic ~~provision.~~of ~~There~~China ~~were no~~and ~~reserves~~mandatory provident funds for ~~unrecognized~~its ~~tax~~eligible ~~benefits~~full-times ~~and~~employees in nothe ~~accrued~~Hong ~~interest~~Kong. ~~related~~The Company is required to ~~uncertain~~contribute ~~tax~~a ~~positions~~specified aspercentage of the participants’ relevant income based on their ages and wages level. During the years ended December 31, 2024 and 2023, $13,081 and ~~2022~~$14,007 contributions were made accordingly.

~~The~~NOTE ~~Company~~15: ~~files~~RELATED ~~income~~PARTY ~~tax returns in U.S. federal, U.S. state and foreign jurisdictions. With some exceptions, most tax years remain open to examination by the taxing authorities due to the Company’s NOL carryforwards.~~TRANSACTIONS

~~NOTE~~From ~~14:~~time ~~PENSION~~to ~~COSTS~~time, the Company’s directors, related parties and related company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. As of December 31, 2024 and 2023, the Company owed the balance of $457,072 and $320,315 to its directors, and owed the balance of $459,543 and $320,315 to a related company.

The Company ishas ~~required to make contributions to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in~~ the ~~People’s~~following ~~Republic~~transactions ofwith ~~China~~related ~~and~~parties ~~mandatory~~as ~~provident funds for its eligible full-times employees in the Hong Kong. The Company is required to contribute a specified percentage~~ of the ~~participants’~~year ~~relevant~~or ~~income~~during ~~based on their ages and wages level. During~~ the ~~years ended December 31, 2023 and 2022, $14,007 and $19,467 contributions were made accordingly.~~year:

~~NOTE~~SCHEDULE ~~15:~~TRANSACTIONS WITH RELATED ~~PARTY TRANSACTIONS~~PARTIES

From time to time, the Company’s director and related company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand. As of December 31, 2023 and 2022, the Company owed the balance of $232,344 and $220,794 to its director, and owed the balance of $320,315 and $199,964 to a related company.

Name of related party	Relationship with the Company	Nature of the transaction	2024		2023
			As of December 31,
Name of related party	Relationship with the Company	Nature of the transaction	2024		2023
Kong Xiao Jun	Chief Executive Officer, Chief Financial Officer and Director	Advances to the Company	$	353,967	$	252,091
Yang Huan	Director	Advances to the Company	$	4,420		-
Yunsi Liu	Director	Advances to the Company	$	2,471		-
HY Resources Investments Limited (Formerly known as HY (HK) Financial Investments Co., Ltd.)	Shareholder	Advances to the Company	$	290,649	$	194,707
Wong Ka Leng	Wong Ka Leng is the legal representative of Guangzhou Xiao Xiang Health Industry Company Limited	Advances to the Company	$	166,423	$	125,608
Advance to the Company	Wong Ka Leng is the legal representative of Guangzhou Xiao Xiang Health Industry Company Limited	Advances to the Company	$	166,423	$	125,608
Qianhai Huaye Investment Group Co., Ltd. (前海华业投资集团有限公司)	Wong Ka Leng is the legal representative of Qianhai Huaye Investment Group Co., Ltd. (前海华业投资集团有限公司)	Account receivable		-	$	38,831
Advances from the Company	Wong Ka Leng is the legal representative of Qianhai Huaye Investment Group Co., Ltd. (前海华业投资集团有限公司)	Advances from the Company		-	$	38,831
Qianhai Huaye Investment Group Co., Ltd. (前海华业投资集团有限公司)	Wong Ka Leng is the legal representative of Qianhai Huaye Investment Group Co., Ltd. (前海华业投资集团有限公司)	Revenue		-	$	83,433

Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented.

NOTE 16: CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the years ended December 31, ~~2023~~2024 and ~~2022~~2023, the customers who accounts for 10% or more of the Company’s revenues and its outstanding receivable balances as at year-end dates, are presented as follows:

SCHEDULE OF CONCENTRATIONS OF RISK

	Year ended December 31, 2023									December 31, 2023
	Year ended December 31, 2024							December 31, 2024
	Revenues		Percentage of revenues					Accounts receivable		~~Accounts receivable~~
Customer A	$	83,433		53	%					$	38,831
Customer D	$	24,979		11	%				-
Customer E		42,827		27	%						-
Customer G		43,743		19	%				-
Customer C		15,968		10	%						-
Customer I		101,470		43	%				-
TOTAL	$	~~142~~170,~~228~~192		9073	%	Total	~~Total~~		-	$	~~38,831~~

	Year ended December 31, 2022									December 31, 2022
	Year ended December 31, 2023							December 31, 2023
	Revenues		Percentage of revenues					Accounts receivable		~~Accounts receivable~~
Customer B	$	164,566		46	%					$	-
Customer A	$	83,433		53	%			$	38,831
Customer C		140,477		40	%						5,120
Customer E		42,827		27	%				-
TOTAL	$	305,043		86	%		Total			$	5,120
Customer C		15,968		10	%				-
TOTAL	$	142,228		90	%	Total		$	38,831

The Company’s major customers are located in the People’s Republic of China and Hong Kong.

(b) Major vendors

For the years ended December 31, ~~2022~~2024 and ~~2022~~2023, the vendor who accounts for 10% or more of the Company’s purchases and its outstanding payable balances as at year-end dates, are presented as follows:

	Year ended December 31, 2023									December 31, 2023
	Year ended December 31, 2024							December 31, 2024
Vendor	Purchases		Percentage of purchases					Accounts payable		~~Accounts payable~~
Vendor A	$	7,961		100	%		Total:			$	-
Vendor B	$	84,954		47	%	Total:			-
Vendor D		77,150		43	%				-
		162,104		90	%

Year ended December 31, 2022

December 31, 2022

Year ended December 31, 2023

December 31, 2023

Vendor

Purchases

Percentage of purchases

Accounts payable

~~Accounts payable~~

Vendor A

1792,~~493~~727

~~100~~98

Total:

~~Total:~~

~~8,013~~

All of the Company’s vendors are located in the People’s Republic of China.

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for expected credit losses based upon factors surrounding the credit risk of specific customers, historical trends and other information.

(d) Economic and political risk

The Company’s major operations are conducted in the People’s Republic of China. Accordingly, the political, economic, and legal environments in PRC, as well as the general state of PRC’s economy may influence the Company’s business, financial condition, and results of operations.

~~(e)~~Further, the escalation tensions in the Middle East, including the continuing Russian – Ukraine conflict ~~Exchange~~may ~~rate~~impact ~~risk~~the global economic situation, which indirectly may impact the Company’s operations. The Company continuously monitors these developments and adjusts its strategies to mitigate potential adverse effects.

~~The~~(e) ~~Company~~Exchange ~~cannot guarantee that the current exchange~~ rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD and RMB converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.risk

~~(f)~~The ~~Risk~~Company ~~from~~cannot ~~COVID~~guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD and RMB converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

AsNOTE a17: ~~result~~COMMITMENTS ofAND COVID-19, the Company has been unable to satisfy certain customer orders for the products. As a result, the customers have experienced delays in receiving the products. There is uncertainty around the duration and breadth of the COVID-19 pandemic, and other actions taken to contain or treat the impact of COVID-19, and the extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted.CONTINGENCIES

~~NOTE~~As ~~17:~~of ~~COMMITMENTS~~December ~~AND~~31, ~~CONTINGENCIES~~2024 and 2023, the Company has no material commitments or contingencies.

AsNOTE of18: ~~December~~SUBSEQUENT ~~31, 2023 and 2022, the Company has no material commitments or contingencies.~~EVENTS

~~NOTE~~In ~~18:~~accordance ~~SUBSEQUENT~~with ~~EVENTS~~ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2024, up through the date the Company issued the audited consolidated financial statements. During the period, the Company did not have any material recognizable subsequent events.

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2023, up through the date the Company issued the audited consolidated financial statements. During the period, the Company did not have any material recognizable subsequent events.47

47ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~ITEM~~The 9.Company ~~CHANGES~~has INhad ~~AND~~no ~~DISAGREEMENTS~~disagreements ~~WITH~~with ~~ACCOUNTANTS~~its ONprincipal ~~ACCOUNTING~~independent ~~AND~~accountants ~~FINANCIAL~~with ~~DISCLOSURE~~respect to accounting practices or procedures or financial disclosure.

~~The~~ITEM ~~Company~~9A. ~~has~~CONTROLS ~~had~~AND ~~no disagreements with its principal independent accountants with respect to accounting practices or procedures or financial disclosure.~~PROCEDURES

~~ITEM~~Evaluation ~~9A.~~of ~~CONTROLS~~Disclosure ~~AND~~Controls ~~PROCEDURES~~and Procedures

~~Evaluation~~Our management evaluated the effectiveness of ~~Disclosure~~our ~~Controls~~disclosure controls and ~~Procedures~~procedures as of the end of the period covered by this report. Based on that evaluation, our President and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected but we believe the controls and procedures do provide a reasonable assurance. To mitigate these issues, we established clearer communication protocols to ensure prompt information flow to management, launched a comprehensive SEC compliance training program, and increased the frequency of manual control reviews. These steps collectively provide reasonable assurance in our reporting process, despite the inherent limitations of any control system.

~~Our~~Management’s ~~management,~~Annual ~~including~~Report ~~our CEO and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based~~ on ~~that~~Internal ~~evaluation,~~Control ~~our~~over ~~CEO and Principal~~ Financial Officer concluded that due to the small size of the Company and lack of segregation of duties our disclosure controls and procedures as of the end of the period covered by this report was not as effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. However, management believes the controls and procedures provide a reasonable basis for the conclusions.Reporting

~~Management’s~~Our ~~Annual~~management ~~Report~~is onresponsible ~~Internal~~for ~~Control~~establishing and maintaining adequate internal control over ~~Financial~~financial ~~Reporting~~reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

~~Our~~Because ~~management~~of isits ~~responsible~~inherent ~~for~~limitations, ~~establishing and maintaining adequate~~ internal control over financial reporting ~~(as~~may ~~defined~~not inprevent ~~Rule~~or ~~13a-15(f) under~~detect ~~the Exchange Act)~~misstatements. ~~Our~~Therefore, ~~internal~~even ~~control~~those systems ~~over~~determined ~~financial~~to ~~reporting~~be iseffective acan ~~process designed to~~ provide only reasonable assurance ~~regarding the reliability~~ of ~~financial~~achieving ~~reporting~~their ~~and~~control ~~the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States~~objectives.

~~Because~~Our management has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2024, using the criteria set forth by the Committee of ~~its~~Sponsoring ~~inherent~~Organizations ~~limitations~~of the Treadway Commission (“COSO - 2013”) in Internal Control - Integrated Framework. In conducting this evaluation, management considered the lack of operations and revenue, the limited cash on hand, and the limited transactions occurring on a monthly basis. Based on this assessment, management has concluded that, as of December 31, 2024, our internal control over financial reporting ~~may~~was not ~~prevent~~effective. orManagement ~~detect~~believes ~~misstatements.~~that ~~Therefore,~~the ~~even~~material ~~those~~weakness ~~systems~~identified ~~determined~~did tonot behave ~~effective~~an ~~can~~effect ~~provide~~on ~~only~~our ~~reasonable~~financial ~~assurance~~results. ofWe ~~achieving~~are ~~their~~committed to continually assessing and improving our internal control processes ~~objectives~~and will continue to monitor and enhance them as the Company’s operations evolve.

~~Our~~This ~~management~~annual ~~evaluated~~report ~~the~~does ~~effectiveness~~not ofinclude ~~our~~an ~~internal~~attestation ~~control~~report ~~over financial reporting as~~ of ~~December 31, 2023. In making this assessment, our management used~~ the ~~criteria~~Company’s ~~set~~registered ~~forth~~public byaccounting ~~the~~firm ~~Committee~~regarding ofinternal ~~Sponsoring Organizations of the Treadway Commission (“COSO - 2013”)~~control inover ~~Internal~~financial ~~Control - Integrated Framework~~reporting. ~~Further,~~Management’s ~~our~~report ~~management~~was ~~considered~~not ~~the~~subject ~~lack~~to ofattestation ~~operations~~by ~~and revenue,~~ the ~~limited~~Company’s ~~cash~~registered onpublic accounting ~~hand~~firm ~~and~~since the ~~limited~~Company ~~transactions~~is ~~which~~not ~~occur~~an onaccelerated aor ~~monthly~~larger ~~basis.~~accelerated ~~Based on this evaluation, our management concluded that, as of December 31, 2023, our internal control over financial reporting was not effective~~filer.

~~Management~~Evaluation ~~believes~~of ~~that~~Changes ~~the~~in ~~material~~Internal ~~weakness~~Control ~~set~~over ~~forth~~Financial ~~above did not have an effect on our financial results.~~Reporting

~~This~~There ~~annual~~have ~~report~~been ~~does~~no ~~not~~changes ~~include~~in ~~an attestation report of the Company’s registered public accounting firm regarding~~ internal control over financial reporting. ~~Management’s~~that ~~report~~occurred ~~was~~during ~~not~~the ~~subject~~last tofiscal ~~attestation~~quarter byended ~~the~~December ~~Company’s~~31, ~~registered public accounting~~2024, ~~firm~~that ~~since~~has ~~the~~materially ~~Company~~affected, or is ~~not~~reasonably anlikely ~~accelerated~~to ormaterially ~~larger~~affect, ~~accelerated~~the ~~filer~~internal control over financial reporting.

~~Evaluation~~ITEM of9B. ~~Changes~~OTHER ~~in Internal Control over Financial Reporting~~INFORMATION

There have been no changes in internal control over financial reporting that occurred during the last fiscal quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.None

~~ITEM 9B. OTHER INFORMATION~~48

~~None~~PART III

48ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

~~PART~~The ~~III~~following table sets forth as of December 31, 2024, the name, age, and position of each executive officer and director and the term of office of each director of the Company.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Name	Age	Position

Kong Xiao Jun	53	Chief Executive Officer, Chief Financial Officer and Director

Liu Yang	39	Director (resigned on May 20,2024)

Cheng Ni Hu	34	Director (resigned on May 20,2024)

Kong Liqi	23	Director (appointed on May 21, 2024)

Yang Huan	28	Director (appointed on May 21, 2024)

Yunsi Liu	37	Director

~~The~~Set ~~following table sets~~ forth asbelow ofis ~~December~~a ~~31,~~brief ~~2023,~~description of the ~~name,~~background ~~age,~~ and ~~position~~business experience of ~~each~~our sole executive officer and director ~~and the term of office of each director of the Company.~~:

Name	Age	Position
Kong Xiao Jun	52	Chief Executive Officer, Chief Financial Officer and Director
Liu Yang	38	Director
Cheng Ni Hu	33	Director
Yunsi Liu	36	Director

Xiao Jun Kong, age 53, has served as our Chief Executive Officer, Chief Financial Officer and Director since July 13, 2019. He currently serves as the Chief Executive Officer of Guangdong HY Capital Management CO., LTD and has served in that role since 2011. From 2007 to 2011, Mr. Kong was the Executive Director of the Asia Aluminum Group. Mr. Kong has experience in leading large-scale M&A and investment projects in different industries such as agriculture, film and media, and cultural tourism. Mr. Kong holds a bachelor degree in accounting from Southwestern University of Finance and Economics in Chengdu, Sichuan, China. He is also qualified as Chinese Certified Public Accountant, Certified Tax Agent, US Chartered Financial Analyst, and Fellow of the Institute of Financial Accountants UK. Mr. Kong brings to our board his experience in business development, strategic planning, and management.

~~Set~~Liu ~~forth~~Yang, ~~below~~age is39, has been a ~~brief~~director ~~description~~to ofhold office since May 13, 2019. She currently serves as the ~~background~~Investment Director of Guangdong HY Capital Management Co., Ltd and ~~business~~has served in that role since 2015. Ms. Liu has experience ofin ~~our~~M&A ~~sole~~and ~~executive~~investment ~~officer~~projects in different industries such as consumer goods, agriculture, cultural tourism, and ~~director:~~education. Ms. Liu holds a bachelor degree in Economics from Southern China University of Technology in Guangzhou, Guangdong, China.

~~Xiao~~Cheng ~~Jun~~Ni ~~Kong~~Hu, age 5234, ~~has~~was ~~served~~appointed to serve as our ~~Chief~~director ~~Executive Officer, Chief Financial Officer and Director~~ since July 139, ~~2019~~2020. HeShe currently serves as the ~~Chief~~Marketing ~~Executive~~director ~~Officer~~ of ~~Guangdong~~KangHuaGuoYao (GuangDong) HYTech ~~Capital~~Pty. ~~Management CO~~Ltd., ~~LTD~~for ~~and~~formulating ~~has~~the ~~served~~company’s strategy in ~~that~~marketing, ~~role~~branding ~~since~~and ~~2011. From 2007 to 2011~~producing, ~~Mr.~~and ~~Kong~~has ~~was~~served ~~the~~in ~~Executive~~that role ~~Director~~since ofDecember ~~the Asia Aluminum Group~~2018. ~~Mr.~~From ~~Kong~~2016 ~~has~~to ~~experience~~2018, inshe ~~leading~~served ~~large-scale~~as ~~M&A~~restore and ~~investment projects~~relocate inproject ~~different~~manager ~~industries~~in ~~such~~North asSydney ~~agriculture, film and media, and cultural tourism~~Railway. MrMs. ~~Kong~~Hu ~~holds a bachelor degree in accounting~~graduated from ~~Southwestern~~the University of ~~Finance~~Sydney ~~and~~with ~~Economics~~a inBachelor ~~Chengdu,~~degree ~~Sichuan,~~in ~~China.~~Commerce Heand isCombined ~~also~~Commerce ~~qualified~~(Marketing) asand ~~Chinese Certified~~ Public ~~Accountant, Certified~~Affair ~~Tax~~from ~~Agent,~~Southern ~~US Chartered Financial Analyst, and Fellow of the Institute of Financial Accountants UK~~California University. MrMs. ~~Kong~~Hu brings to ~~our board~~the ~~his~~Board her experience in ~~business~~marketing ~~development, strategic planning,~~ and ~~management~~operations.

~~Liu~~Kong ~~Yang~~Liqi, age 3823, ~~has~~was ~~been~~appointed ato ~~director~~serve toas ~~hold~~a ~~office~~member ~~since~~of ~~May~~our ~~13,~~Board ~~2019~~of Directors. She currently serves as the ~~Investment~~Investments ~~Director~~Manager of ~~Guangdong~~ HY Resources ~~Capital~~Investments ~~Management Co.~~Limited, ~~Ltd~~where she provides advisory services and assists in evaluating new investment opportunities. She has served in ~~that~~this role since ~~2015~~2024. Ms. ~~Liu~~Kong ~~has~~graduated ~~experience~~from inNew ~~M&A~~York ~~and~~University ~~investment~~with ~~projects~~a Bachelor’s degree in ~~different industries~~Mathematics ~~such~~and asEconomics ~~consumer~~and earned ~~goods,~~a ~~agriculture,~~Master ~~cultural~~of ~~tourism,~~Applied ~~and~~Analytics ~~education.~~from MsColumbia University. ~~Liu~~She ~~holds~~is aactively ~~bachelor~~engaged ~~degree~~ in ~~Economics~~continuous ~~from~~professional ~~Southern~~development in the ~~China~~investment ~~University~~industry ofand ~~Technology~~the broader economy. Ms. Kong brings to the Board her expertise in ~~Guangzhou,~~investment ~~Guangdong,~~analysis ~~China~~and strategic decision-making.

~~Cheng~~Yang ~~Ni Hu~~Huan, age 3328, was appointed to serve as ~~our~~a ~~director~~member ~~since~~of ~~July~~our 9,Board ~~2020~~of Directors. She currently ~~serves~~holds as the ~~Marketing~~position ~~director~~ of ~~KangHuaGuoYao~~Executive Manager ~~(GuangDong)~~at ~~Tech Pty. Ltd. for formulating~~ the ~~company~~Company’s ~~strategy~~wholly inowned ~~marketing~~subsidiary, ~~branding~~Alpha ~~and~~Wellness ~~producing~~(HK) Limited, ~~and~~where ~~has~~she ~~served~~provides inadvisory ~~that role~~services ~~since~~and ~~December~~oversees ~~2018.~~various operational ~~From~~functions, ~~2016~~including tohuman ~~2018~~resources, ~~she~~finance, ~~served~~vendor asmanagement, ~~restore~~event planning, and ~~relocate~~administrative ~~project~~tasks. ~~manager~~She has served in ~~North~~this ~~Sydney~~role ~~Railway~~since August 2021. Ms. HuYang graduated from ~~the~~Jinan University ~~of Sydney~~ with a Bachelor’s ~~degrees~~degree in ~~Commerce~~English Language and ~~Combined~~Literature, as ~~Commerce~~well ~~(Marketing)~~as ~~and~~a ~~Public~~double ~~Affair~~degree ~~from~~in ~~Southern~~Economics ~~California University~~(Investments). Ms. HuYang brings to the Board her extensive experience in ~~marketing~~corporate operations and ~~operations~~strategic management.

Yunsi Liu, age 3637, has been a President and director of China Foods, prior to the Merger, since January 15, 2019. She currently serves as the General Manager of Dray Alliance (a venture-backed, technology startup in the trucking industry) and has served in that role since 2019. Concurrently, she is the Managing Partner of Craft and Swan, LLC. From 2015 to 2020, Ms. Yunsi Liu served in executive capacities for various startups in the Southern California region. Ms. Liu graduated from the University of Pennsylvania with a Bachelor of Science in Economics degree from the Wharton School, and a Bachelor of Arts in Philosophy degree from the College of Arts and Sciences. Ms. Liu brings to the Board her experience in finance, management and operation.

Except as indicated below, to the knowledge of management, during the past five years, no present or former director, or executive officer of the Company:

	(1)	filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
	(2)	was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
	(3)	was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:

	(i)	acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;

	(ii)	engaging in any type of business practice; or

	(iii)	engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

	(4)	was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;
	(5)	was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated.
	(6)	was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers, and the persons who beneficially own more than 10% of the Common Stock and securities convertible into shares of Common Stock (together with the Common Stock, “Subject Shares”), to file with the SEC initial reports of ownership and reports of changes in ownership of Subject Shares. Directors, officers and greater than 10% beneficial owners of the Subject Shares are required by the SEC’s regulations to furnish us with copies of all forms they file with the SEC pursuant to Section 16(a) of the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the fiscal year ended December 31, ~~2023~~2024.

Code of Ethics

We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. We intend to adopt a code of ethics in the immediate future.

Corporate Governance

There have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors. We do not have a nominating committee, however we intend to appoint one in the immediate future.

Audit Committee

Our board of directors has an Audit Committee consisting of Mr. Kong. The Audit Committee does not at the present time have an audit committee financial expert serving on its Audit Committee; however, our board intends to appoint an audit committee financial expert in the immediate future.

Family Relationships

There are no family relationships between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors, executive officers and control persons has been involved in any of the following events during the past ten years:

●	Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

●	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

●	Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

●	Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

●	Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or

●	Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Conflicts of Interest

Except as provided for in Article XI of the Company’s By-Laws: Board Director Compensation, no officer, director or security holder of the company may be involved in pecuniary interest in any investment acquired or disposed of by the registrant or in any transaction to which the registrant or any of its subsidiaries is party or has an interest.

None of the directors, officers, security holders or affiliates of the registrant may engage, for their own account, business activities of the types conducted by the registrant and its subsidiaries.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following tables set forth, for each of the last two completed fiscal years of the Company, the total compensation awarded to, earned by or paid to any person who was a principal executive officer during the preceding fiscal year and every other highest compensated executive officers earning more than $100,000 during the last fiscal year (together, the “Named Executive Officers”). The tables set forth below reflect the compensation of the Named Executive Officers.

Summary Compensation Table

Name and Principal Position	Year		Salary		Bonus		Stock Awards		Option Awards		Non- Equity Incentive Plan Compensation		All Other Compensation		Total
Kong Xiao Jun		~~2023~~2024		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Chief Executive Officer, Chief Financial Officer, and director		~~2022~~2023		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Yang Huan		2024		31,323		-0-		-0-		-0-		-0-		-0-		31,323
Director of the Company and Executive Manager at the Company’s wholly owned subsidiary, Alpha Wellness (HK) Limited		2023		-0-		-0-		-0-		-0-		-0-		-0-		-0-

Cash Compensation – No cash compensation was paid to any director or executive officer of the Company during the fiscal years ended December 31, 2024, and 2023. The salary paid to Ms. Yang Huan represents compensation for her role as Executive Manager at Alpha Wellness (HK) Limited, a wholly owned subsidiary of the Company, and ~~2022~~not in her capacity as a director or executive officer of the Company. Mr. Kong was paid no compensation for his roles as CEO, CFO and director for the years of ~~2023~~2024 and ~~2022~~2023. Mr. Kong agreed to take no compensation during this time frame to voluntarily reduce the financial obligation of the Company. He currently serves as the Chief Executive Officer of Guangdong HY Capital Management CO. LTD (“GHCMC”), which is not a competitor of the Company or GXXHIC. The CEO of GHCMC is a part-time position, requiring Mr. Kong to attend management meetings and Board of Director meetings, It is estimated that Mr. Kong’s service as CEO of GHCMC is very insignificant compared to his service to the Company, and these roles do not pose any conflict of interest. Mr. Kong does not hold any other positions in any other entities.

Bonuses and Deferred Compensation – None

Compensation Pursuant to Plans – None

Pension Table – None

Other Compensation – None

Compensation of Directors

During our fiscal years ended December 31, ~~2023~~2024 and ~~2022~~2023, we did not provide compensation to any of our employee directors for serving as our director. We currently have no formal plan for compensating our employee directors for their services in their capacity as directors, although we may elect to issue stock options to such persons from time to time. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

Non-Employee Director Fees

Our Board determines the form and amount of compensation for our non-employee directors based on informal surveys of similar companies and the amount necessary to attract and retain such directors. For the fiscal years ended December 31, ~~2023~~2024 and ~~2022~~2023, we paid each of our non-employee directors as follows:

Name

Year

Fees earned or paid in cash* ($)

Stock awards ($)

Option awards ($)

Non-equity incentive plan compensation ($)

Change in pension value and nonqualified deferred compensation earnings

All other compensation ($)

Total ($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Yunsi Liu

~~2023~~2024

–

2022

–

2023

–

* All fees were paid in United States Dollars.

Directors who are residents of China do not receive compensation. Ms. Liu, our director who is a U.S. resident, receives a quarterly retainer in the amount of $2,000 in accordance with the terms of a Director Retainer Agreement effective from January 1, 2020. All directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors. Our Board may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

Termination of Employment and Change of Control Arrangement

There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in Cash Compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person’s responsibilities following a changing in control of the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of ~~March~~April 2911, ~~2023~~2025 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

Name of Beneficial Owner (2)	Amount and Nature of Beneficial Ownership (1)		Percent of Class
Officers and Directors
Xiao Jun Kong (3)		18,951,000		93.57	%
Cheng Ni Hu		675,000		3.33	%
All executive officers and directors as a group (2 persons)		19,626,000		96.90	%
Shareholders Holding In Excess of 5%
HY (HK) Financial Investments Co., Ltd. (3)		5,001,000		24.69	%
HY Resources Investments Limited (formerly known as HY (HK) Financial Investments Co., Ltd.) (3)		5,001,000		24.69	%

(1) Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of ~~March~~April 2911, ~~2023~~2025. Applicable percentage ownership is based on 20,252,309 shares of common stock outstanding as of ~~March~~April 2911, ~~2023~~2025, and any shares that such person or persons has the right to acquire within 60 days of ~~March~~April 2911, ~~2023~~2025, is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

(2)	Unless otherwise noted, the business address of each beneficial owner listed is 17/F, 80 Gloucester Road, Wanchai, Hong Kong. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.
(3)	Mr. Kong is deemed to be the beneficial owner of these 5,001,000 shares held by HY Resources Investments Limited (formerly known as HY (HK) Financial Investments Co., Ltd.). Mr. Kong is the Chief Executive Officer and majority shareholder of HY Resources Investments Limited (formerly known as HY (HK) Financial Investments Co., Ltd.).

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Transactions with management and others

During the year ended December 31, ~~2023~~2024, there were transactions, or series of similar transactions, since the beginning of the Company’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be party, in which the amount involved exceeds $60,000, and in which any director or executive officer, or any security holder who is known by the Company to own of record or beneficially more than 5% of any class of the Company’s common stock, or any member of the immediate family of any of the foregoing persons, has an interest. Please see Note 13 above.

	As of December 31,
	2023			2022
	2024			2023 (Restated)
Amount due (to) from a director		(232,344	)		(220,794	)
Amount due (to) a director – Kong Xiao Jun		(353,967	)		(252,091	)
Amount due (to) a related company		(320,315	)		(199,964	)
Amount due (to) a director – Yang Huan		(4,420	)		-
Amount due (to) a director – Yunsi Liu		(2,471	)		-
Amount due from a related company - Qianhai Huaye Investment Group Co., Ltd. (前海华业投资集团有限公司)		-			38,831
Amount due (to) a related party - Wong Ka Leng		(166,423	)		(125,608	)
Amount due (to) a related company - HY Resources Investments Limited (Formerly known as HY (HK) Financial Investments Co., Ltd.)		(290,649	)		(194,707	)

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) Audit Fees - The aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s auditor for the audit of the annual financial statements and review of financial statements included in the Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are: $4460,000 for ~~2023~~2024 and $4244,000 for ~~2022~~2023.

(2) Audit-Related Fees - The aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company’s principal accountant that are reasonably related to the performance of the audit or review of the financial statements and are not reported in (1) Audit-related Fees: $0 for ~~2023~~2024 and $0 for ~~2022~~2023.

(3) Tax Fees - The aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s principal accountant for tax compliance, tax advice, and tax planning: $0 for ~~2023~~2024 and $0 for ~~2022~~2023.

(4) All Other Fees - The aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s principal accountant, other than the services reported in (1) Audit Fees; (2) Audit-Related Fees; and (3) Tax Fees: $0 for ~~2023~~2024 and $0 for ~~2022~~2023.

(5) The Company does not have an audit committee.

(6) Not Applicable.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1)		List of Financial statements included in Part II hereof
		Report of Independent Registered Public Accounting Firm
		Consolidated Balance Sheet:
		December 31, 2023 and 2022
		December 31, 2024 and 2023
		Consolidated Statements of Operations and Comprehensive Loss:
		For the years ended December 31, 2023 and 2022
		For the years ended December 31, 2024 and 2023
		Consolidated Statements of Changes in Shareholders’ Equity:
		For the years ended December 31, 2023 and 2022
		For the years ended December 31, 2024 and 2023
		Consolidated Statements of Cash Flows:
		For the years ended December 31, 2023 and 2022
		For the years ended December 31, 2024 and 2023
		Notes to Consolidated Financial Statements:
		For the years ended December 31, 2023 and 2022
		For the years ended December 31, 2024 and 2023
(a)(2)		List of Financial Statement schedules included in Part IV hereof: None
(a)(3)		Exhibits
		The following exhibits are included herewith:

Exhibit No.	~~Exhibit No.~~	Description	~~Description~~
31.1	~~31.1~~	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	~~Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~
32.1	~~32.1~~	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	~~Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~
101.INS*	101.INS*	Inline XBRL Instance Document	~~Inline XBRL Instance Document~~
101.SCH*	101.SCH*	Inline XBRL Taxonomy Extension Schema Document	~~Inline XBRL Taxonomy Extension Schema Document~~
101.CAL*	101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document	~~Inline XBRL Taxonomy Extension Calculation Linkbase Document~~
101.DEF*	101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document	~~Inline XBRL Taxonomy Extension Definition Linkbase Document~~
101.LAB*	101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document	~~Inline XBRL Taxonomy Extension Label Linkbase Document~~
101.PRE*	101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document	~~Inline XBRL Taxonomy Extension Presentation Linkbase Document~~
104*	104*	Cover Page Interactive Data File (embedded within the Inline XBRL document)	~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~

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.

Following are a list of exhibits which we previously filed in other reports which we filed with the SEC, including the Exhibit No., description of the exhibit and the identity of the Report where the exhibit was filed.55

Exhibit Number		Description
3.1		Certificate of Incorporation (1)
3.2		Bylaws (1)
4.1		Form of common stock certificate (4)
4.2		Description of Securities (5)
10.1		Share Exchange Agreement, dated June 8, 2020, by and among the Company, Elite Creation Group Limited (ECGL), and the shareholders of ECGL (2)
10.2		Lease Agreement, dated June 28, 2018, by and between Guangzhou New Litchi Bay Exhibition Co. Ltd. and Guangzhou Xiao Xiang Health Industry Co., Ltd. (3)
10.3		Warehouse Lease Contract, effective April 1, 2018, by and between Guangzhou JinPengLai Property Management Co., Ltd. and Guangzhou Xiao Xiang Health Industry Co., Ltd. (3)
10.4		Supplementary Contract, by and between Guangzhou Xiao Xiang Health Industry Co., Ltd. and Heilongjiang Hengyuan Food Co., Ltd. (3)
10.5		Supplementary Contract, by and between Guangzhou Xiao Xiang Health Industry Co., Ltd. and Guangzhou JinTong Special Medical Food Co. Ltd. (3)
10.6		Director Retainer Agreement, dated July 7, 2020, by and between the Company and Yunsi Liu (3)
21.1		List of Subsidiaries.(3)

(1)	Incorporated by reference to the Exhibits to the Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on February 20, 2019.
Exhibit Number		Description
(2)	Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2020.
3.1		Certificate of Incorporation (1)
(3)	Incorporated by reference to the Current Report on Form 8-K/A filed with the Securities and Exchange Commission previously filed on September 2, 2020.
3.2		Bylaws (1)
(4)	Incorporated by Reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 2020.
4.1		Form of common stock certificate (4)
(5)	Incorporated by reference to the Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on February 7, 2023.
4.2		Description of Securities (5)
10.1		Share Exchange Agreement, dated June 8, 2020, by and among the Company, Elite Creation Group Limited (ECGL), and the shareholders of ECGL (2)
10.2		Lease Agreement, dated June 28, 2018, by and between Guangzhou New Litchi Bay Exhibition Co. Ltd. and Guangzhou Xiao Xiang Health Industry Co., Ltd. (3)
10.3		Warehouse Lease Contract, effective April 1, 2018, by and between Guangzhou JinPengLai Property Management Co., Ltd. and Guangzhou Xiao Xiang Health Industry Co., Ltd. (3)
10.4		Supplementary Contract, by and between Guangzhou Xiao Xiang Health Industry Co., Ltd. and Heilongjiang Hengyuan Food Co., Ltd. (3)
10.5		Supplementary Contract, by and between Guangzhou Xiao Xiang Health Industry Co., Ltd. and Guangzhou JinTong Special Medical Food Co. Ltd. (3)
10.6		Director Retainer Agreement, dated July 7, 2020, by and between the Company and Yunsi Liu (3)
21.1		List of Subsidiaries.(3)

(1)	Incorporated by reference to the Exhibits to the Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on February 20, 2019.

(2)	Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2020.

(3)	Incorporated by reference to the Current Report on Form 8-K/A filed with the Securities and Exchange Commission previously filed on September 2, 2020.

(4)	Incorporated by Reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 2020.

(5)	Incorporated by reference to the Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on February 7, 2023.

~~SIGNATURES~~56

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned duly authorized person.SIGNATURES

InPursuant ~~accordance~~to ~~with~~ the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as ~~amendment~~amended, ~~this~~the ~~report~~registrant has ~~been~~duly ~~signed~~caused bythis ~~the~~Report to ~~following~~be ~~persons in~~signed ~~the~~on ~~capacities~~its ~~and~~behalf onby the ~~dates~~undersigned ~~stated~~duly authorized person.

China Foods Holdings Limited
(Registrant)
Dated: April 15, 2024
By:	/s/ Kong Xiao Jun
	Kong Xiao Jun
	Chief Executive Officer, Chief Financial Officer, President and Director

In accordance with the requirements of the Securities Exchange Act of 1934, as amendment, this report has been signed by the following persons in the capacities and on the dates stated.

China Foods Holdings Limited
(Registrant)

Dated: April 14, 2025

By:	/s/ Kong Xiao Jun
	Kong Xiao Jun
	Chief Executive Officer, Chief Financial Officer, President and Director

Filing Compare · China Foods Holdings Ltd.