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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

_________________

FORM 10-K

~~x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934~~_________________

(Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended ~~May~~December 31, ~~2016~~2021.

¨or ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ~~________to _________~~to

Commission File Number: 333-182761

~~Nhale,~~NHALE ~~Inc~~INC. ~~(Exact name of small business issuer as specified in its charter)~~

Nevada		38-3870905
(State or Other Jurisdiction of Organization)		(IRS Employer Identification #)

(Exact name of registrant as specified in its charter)

~~422 E. Vermijo Ave. Suite 19 Colorado Springs, CO 80903 (Address of principal executive offices)~~_____________________

Registrant's telephone number, including area code: (719) 219-6336

Nevada		38-3870905
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

42 Mott Street, 4th Floor, New York, NY		10013
(Address of principal executive offices)		(Zip Code)

~~Securities registered pursuant to Section 12(b) of the Act: None~~86-1370164788

~~Securities registered pursuant to Section 12~~(g)Registrant’s telephone ofnumber, ~~the~~including ~~Act:~~area ~~None~~code)

~~Indicate~~Securities byregistered ~~check~~pursuant ~~mark~~to ifSection ~~the registrant is a well-known seasoned issuer, as defined in Rule 405~~ 12(g) of the ~~Securities~~ Act~~. Yes o No x~~:

~~Indicate~~Title byof ~~check~~each ~~mark~~class ifTrading ~~the registrant is not required to file reports pursuant to Section 13 or 15~~Symbol(ds) Name of ~~the~~each ~~Act.~~exchange ~~Yes~~on owhich Noregistered xN/A N/A N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter 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 x No o_________________

Indicate by check mark ~~whether~~if the registrant ~~has~~is ~~submitted~~a well-known ~~electronically~~seasoned ~~and posted on its corporate Website~~issuer, ifas ~~any,~~defined ~~every~~in ~~Interactive Data File required to be submitted and posted pursuant to~~ Rule 405 of ~~Regulation S-T (§232.405 of this chapter) during~~ the ~~preceding~~Securities ~~12 months (or for such shorter period that the registrant was required to submit and post such files)~~Act. Yes x ☐ No o ☒

Indicate by check mark if ~~disclosure~~the ofregistrant ~~delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter)~~ is not required ~~contained~~to ~~herein,~~file ~~and~~reports ~~will~~pursuant ~~not be contained,~~ to ~~the~~Section ~~best~~13 ~~of registrant’s knowledge, in definitive proxy~~ or ~~information~~Section 15(d) ~~statements incorporated by reference in Part III~~ of ~~this~~the ~~Form 10-K or any amendment to this Form 10-K~~Act. x Yes ☐ No ☒

Indicate by check mark whether the registrant (1) ishas afiled ~~large~~all ~~accelerated~~reports ~~filer,~~required anto ~~accelerated~~be ~~filer,~~filed aby ~~non-accelerated~~Section ~~filer~~13 or a15(d) ~~smaller~~of ~~reporting~~the ~~company.~~Securities ~~See~~Exchange Act of 1934 during the ~~definitions~~preceding of12 ~~“large~~months (or ~~accelerated~~for ~~filer,”~~such ~~“accelerated~~shorter ~~filer”~~period ~~and~~that ~~“smaller~~the ~~reporting~~registrant ~~company”~~was inrequired ~~Rule~~to ~~12b-~~file such reports), and (2) ofhas been subject to such filing requirements for the ~~Exchange~~past ~~Act~~90 days. Yes ☒ No ☐

~~Large~~Indicate ~~accelerated~~by ~~filer~~check omark ~~Accelerated~~whether ~~filer~~the oregistrant has ~~Non~~submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-~~accelerated~~T ~~filer~~(§232.405 of othis ~~Smaller~~chapter) ~~reporting~~during ~~company~~the xpreceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a ~~shell~~large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, ~~(as~~or ~~defined~~an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act). ~~Yes o No x~~

~~The~~Large ~~aggregate~~accelerated ~~market~~filer ~~value~~☐ ofAccelerated ~~the~~filer ~~voting~~☐ ~~and non~~Non-~~voting~~accelerated ~~common~~filer ~~equity~~☒ ~~held~~Smaller byreporting ~~non-affiliates~~company of☒ ~~the~~Emerging ~~registrant~~Growth ~~computed~~Company by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter (November 30, 2015) was $5,200,000.☐

~~The~~If ~~number~~an ofemerging ~~shares~~growth ofcompany, indicate by check mark if the registrant’s has ~~common~~elected ~~stock~~not ~~outstanding~~to asuse ofthe ~~October~~extended ~~12,~~transition ~~2016:~~period ~~30,000,000~~for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~IMPORTANT~~Indicate ~~INFORMATION~~by ~~REGARDING~~check ~~THIS~~mark ~~FORM~~whether 10the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-KOxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

~~Unless~~Indicate ~~otherwise~~by ~~indicated,~~check ~~references~~mark towhether ~~“we,”~~the ~~“us,”~~registrant ~~and~~is ~~“our”~~a inshell ~~this~~company ~~Annual~~(as defined ~~Report~~in onRule ~~Form 10~~12b-K2 ~~refer~~of tothe ~~Nhale, Inc~~Act).. Yes ☒ No ☐

~~Readers~~State ~~should~~the ~~consider~~aggregate market value of the ~~following~~voting and ~~information~~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 ~~they~~of ~~review~~the ~~this~~last ~~Annual~~business ~~Report:~~day of the registrant’s most recently completed second fiscal quarter. $0

~~Forward-Looking~~As ~~Statements~~of March 28, 2022, there were 30,000,000 shares outstanding of the registrant’s common stock.

~~The~~TABLE statements contained or incorporated by reference in this Annual Report on Form 10-K that are not historical facts are “forward-looking statements” All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements include any statement that may project, indicate or imply future results, events, performance or achievements. The forward-looking statements contained herein are based on current expectations that involve a number of risks and uncertainties. These statements can be identified by the use of forward-looking terminology such as “believes,” “expect,” “may,” “will,” “should,” “intend,” “plan,” “could,” “estimate” or “anticipate” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties.OF CONTENTS

Given the risks and uncertainties relating to forward-looking statements, investors should not place undue reliance on such statements. Forward-looking statements included in this Annual Report on Form 10-K speak only as of the date of this Annual Report on Form 10-K and are not guarantees of future performance. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such expectations may prove to have been incorrect. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.

		Page
PART I

Item 1.	Business	1
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments
Item 2.	Properties	16
Item 3.	Legal Proceedings	16
Item 4.	Mine Safety Disclosures	16

PART II

Item 5.	Market Price and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	17
Item 6.	Selected Financial Data	17
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	19
Item 8.	Financial Statements and Supplementary Data	19
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	19
Item 9A.	Controls and Procedures	19
Item 9B.	Other Information	20
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	20

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	21
Item 11.	Executive Compensation	21
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13.	Certain Relationships and Related Transactions and Director Independence	22
Item 14.	Principal Accounting Fees and Services	23


PART IV

Item 15.	Exhibits, Financial Statement Schedules	25
Item 16.	Form 10-K Summary
	Signatures	37

Except to the extent required by applicable securities laws, we expressly disclaim any obligation or undertakings to release publicly any updates or revisions to any statement or information contained in this Annual Report on Form 10-K, including the forward-looking statements discussed above, to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any statement or information is based.i

PART I

Item 1.

Business

(a) Business Development

The Company was organized under the laws of the State of Nevada on March 8,2021, under Gankit Corporation. The Company was development stage company as an e-commerce business focused on selling a diverse set of products through its website Gankit.com.

On May 12, 2014, the control block of stock, 20,000,000 shares of restricted common stock were purchased resulting in a change of control. The Company then ceased to operate its e-commerce website and abandoned that business model, and re-focused on the development, branding, and distribution of non-flame smoking devices. The Company changed its name at this time to Nhale, Inc.

Business operations for Nhale Inc. was abandoned by former management and a custodianship action, as described in the subsequent paragraph, was commenced in 2020. The Company filed its last 10-Q in 2016, this financial report included liabilities and debts. As of the date of this filing, these liabilities and debts have not been addressed.

On November 24. 2020, the Eighth District Court of Clark County, Nevada granted the Application for Appointment of Custodian as a result of the absence of a functioning board of directors and the revocation of the Company’s charter. The order appointed Small Cap Compliance, LLC (“SCC”, the “Custodian”) custodian with the right to appoint officers and directors, negotiate and compromise debt, execute contracts, issue stock, and authorize new classes of stock. Rhonda Keaveney is the sole member and control person for Small Cap Compliance, LLC.

The court awarded custodianship to SCC based on the absence of a functioning board of directors, revocation of the company’s charter, and abandonment of the business. At this time, Rhonda Keaveney was appointed sole officer and director.

The Company was severely delinquent in filing annual reports for the Company’s charter. The last annual report was filed on May 31, 2016, on Form 10-K. In addition, the company was subject to Exchange Act reporting requirements including filing 10-Q’s and 10-Ks. The Company filed its last 10-Q for quarter ending November 30, 2016 and was out of compliance with Exchange Act reporting. SCC attempted to contact the Company’s officers and directors through letters, emails, and phone calls, with no success.

The Custodian was a shareholder in the Company and applied to the Court for an Order appointing SCC as the Custodian. This application was for the purpose of reinstating NHLE’s corporate charter to do business and restoring value to the Company for the benefit of the stockholders.

The Custodian performed the following actions in its capacity as custodian:

Funded any expenses of the company including paying off outstanding liabilities

Brought the Company back into compliance with the Nevada Secretary of State, resident agent, transfer agent

Appointed officers and directors and held a shareholders meeting

The Custodian paid the following expenses on behalf of the company:

Nevada Secretary of State for reinstatement of the Company, $4,850

Transfer agent, Island Stock Transfer, $13,230

Upon appointment as the Custodian of NHLE and under its duties stipulated by the Nevada court, SCC took initiative to organize the business of the issuer. As Custodian, the duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company with the Nevada Secretary of State. SCC also had authority to enter into contracts and find a suitable merger candidate. SCC was compensated for its role as custodian in the amount of 500,000 shares of Convertible Series A Preferred Stock. SCC did not receive any additional compensation, in the form of cash or stock, for custodian services. The custodianship was discharged on April 7 2021.

On January 20, 2021, SCC entered into a Stock Purchase Agreement with Bridgeview Capital Partners, LLC, whereby Bridgeview Capital Partners, LLC purchased 500,000 shares of Convertible Series A Preferred Stock for $37,000. These shares represent the controlling block of stock. Ms. Keaveney resigned her position of sole officer and director and appointed Michael Dobbs as as CEO, Treasurer, Secretary, and Director of the Company.

Bridgeview Capital Partners, LLC is controlled by Michael Dobbs and Sean Lanci.

Bridgeview Capital Partners, LLC entered into a Stock Purchas Agreement with Yang Chong Yi whereby Yang Chong Yi purchased 500,000 shares of Convertible Series A Preferred Stock. Michael Dobbs resigned as sole officer and director and appointed Yang Chong Yi as its CEO, Treasurer, Secretary, and Director of the Company.

We are currently a shell company, as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 12b-2.

(b) Business of Issuer

Nhale Inc. is a developmental stage company, incorporated under the laws of the State of Nevada on June 18, 2012. Our plan of business has not been implemented but will incorporate the implementation of carbon footprint neutrality and purification through artificial intelligence and emission reduction. Our target market will be both business and residential and include government agencies, schools, hospitals, health clubs, and family residences.

At present financial revenue has not yet been realized. The Company hopes to raise capital to fund its business plan.

All statements involving our business plan are forward looking statements and have not been implemented as of this filing.

The Company is moving in a new direction, statements made relating to our business plan are forward looking statements and we have no history of performance. Current management have limited experience in carbon footprint neutrality and purification but is actively looking for a suitable person to incorporate into the management team.

We feel that our business plan addresses the need for additional development in carbon reduction and neutrality.

We are in the business of carbon neutrality and air purification and will incorporate artificial intelligence (“AI”) to achieve our goals.

Ambient air pollution is harmful to the environment and human health, and is a local, regional, and hemispheric issue. Climate change is a global challenge driven by the observed increase in atmospheric greenhouse gas concentrations, as a result of emissions from human activities. Most air pollutants (APs) and greenhouse gases (GHGs) are closely interlinked, once they have common sources, which mainly arise from fuel combustion and industrial processes. Reductions in GHG emissions can bring ancillary benefits of improved air quality and reduced premature mortality, in addition to slowing climate change. Moreover, air quality co-benefits on morbidity, mortality, and agriculture could globally offset the costs of climate policy.

~~NHALE~~Our AI technology will perform air purification and optimization to reach carbon neutrality. Through our AI we will be able to access substances in the air, ~~INC~~thus greatly improving efficiency and reducing energy consumption/emissions. The company currently plans to select 20 cities in the developed coastal areas and corresponding provincial capitals as the first phase cities that key services will be launched. The plan is expected to cover 600,000 spaces and benefit more than 2 million people. On this basis, services will be delivered in more cities gradually and the country's first community that focus on people’s health via respiratory health services. The projects that the company puts emphasis on fully conform to the Chinese government’s health strategy of establishing a national public health system and doing the work well in disease prevention and treatment. It is also in line with the international commitment of energy saving, emission reduction and carbon neutrality. It is a project with comprehensive benefits that meets international social and corporate needs. Our vision incorporates the spirit of social responsibility, not only on a local community basis but also on a global scale and is generally taken to include

~~INDEX~~· TOAir ~~FORM~~purification ~~10-K~~· ~~ANNUAL~~Service ~~REPORT~~a large geographical area including many Chinese provinces · Create an energy saving through our air purification process · Carbon neutrality by reducing air pollutants · Incorporate AI technology to achieve our goals

PART I.
Item 1.	Business.	4
Item 1A.	Risk Factors.	5
Item 2.	Properties.	12
Item 3.	Legal Proceedings.	12
Item 4.	Mine Safety Disclosures.	12
PART II.
Item 5.	Market for Registrant’s Common Equity and Issuer Purchases of Equity Securities.	13
Item 6.	Selected Financial Data.	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	14
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk.	17
Item 8.	Financial Statements and Supplementary Data.	17
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	17
Item 9A.	Controls and Procedures.	17
Item 9B.	Other Information.	17
PART III.
Item 10.	Directors, Executive Officers and Corporate Governance.	18
Item 11.	Executive Compensation.	20
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	21
Item 13.	Certain Relationships and Related Party Transactions, and Director Independence.	22
Item 14.	Principal Accountant Fees and Services.	22
PART IV.
Item 15.	Exhibits and Financial Statement Schedules.	23

The Company intends to implement its business plan upon raising capital. Subject to available capital, the Company intends to invest in:

Development

Research and development of AI technology to monitor air quality

Produce drones

Implementation

	·	Promoting local and international understanding and mindfulness
	·	Actively marketing our drones in local and global markets
	·	Market to government entities as role models for our product to encourage residential compliance

The analysis will be undertaken by or under the supervision of our management. As of the date of this filing, we have not entered into definitive agreements. In our continued efforts to analyze potential business plan, we intend to consider the following factors:

	·	Potential for growth, indicated by anticipated market expansion or new technology
	·	Competitive position as compared to other competitors of similar size and experience within the carbon neutrality space, as well as within the industry as a whole
	·	Strength and diversity of management, and the accessibility of required management expertise, personnel, services, professional assistance, and other required items
	·	Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities or convertible debt, through joint ventures or similar arrangements or from other sources;
	·	The extent to which the business opportunity can be advanced in the marketplace; and
	·	Other relevant factors

~~PART~~In Iapplying the foregoing criteria, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Due to our limited capital available for investigation, we may not discover or adequately evaluate adverse facts about the opportunity to be acquired. Additionally, we will be competing against other entities that may have greater financial, technical, and managerial capabilities for identifying and completing our business plan.

~~Item~~We 1are unable to predict when we will, if ever, identify and implement our business plan. ~~Business~~We anticipate that proposed business plan would be made available to us through personal contacts of our directors, officers and principal stockholders, professional advisors, broker-dealers, venture capitalists, members of the financial community and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee or to otherwise compensate the persons who introduce the Company to business opportunities in which we participate.

~~Nhale~~As ~~Inc.~~of ~~(“NHLE” or~~ the ~~“Company”)~~time ~~was incorporated as GankIt Corporation in the state~~ of ~~Nevada~~this ~~on March 8~~filing, ~~2012,~~the ~~with~~Company has anot ~~fiscal~~implemented ~~year~~its ~~end of May 31. Until May 12, 2014, we were an e-commerce~~ business ~~focused on selling a diverse set of products through a website that could either be won through a bidding process or purchased at a discount to the suggested retail price~~plan.

OnWe ~~May~~expect ~~12,~~that ~~2014~~our due diligence will encompass, among ~~Riverview~~other ~~Heights~~things, ~~LLC~~meetings ~~purchased~~with ~~20,000,000~~incumbent ~~shares~~management of ~~common~~the ~~stock~~target business and inspection of ~~the~~its 30facilities,~~000~~ as necessary,~~000~~ ~~total~~as ~~issued~~well as ~~and~~a ~~outstanding~~review ~~shares~~of ~~common~~financial ~~stock~~and ofother ~~Company~~information, ~~thus~~which ~~becoming~~is made available to the ~~Majority~~Company. ~~Shareholder~~This ~~(hereafter~~due ~~the~~diligence ~~“Majority~~review ~~Shareholder”)~~will be conducted either by our management or by third parties we may engage. ~~The~~We ~~Majority~~anticipate ~~Shareholder~~that ~~purchased~~we ~~12,500,000~~may ~~shares~~rely on the issuance of our common stock ~~from~~in ~~Clark~~lieu ~~Rhode~~of ~~and~~cash payments ~~7,500,000~~for ~~shares~~services ofor ~~common~~expenses ~~stock~~related ~~from~~to ~~John~~any ~~Arnold~~analysis.

OnWe ~~May~~may ~~13,~~incur ~~2014~~time ~~the~~and ~~Majority~~costs ~~Shareholder~~required ~~appointed~~to ~~Lance~~select and ~~Williams~~evaluate asour ~~Sole~~business ~~Director~~structure and complete our business plan, ~~Chief~~which ~~Executive~~cannot ~~Officer~~presently ~~and~~be ~~President~~determined with any degree of ~~the~~certainty. Any ~~Company;~~costs ~~and~~incurred ~~concurrently~~with ~~therewith~~respect ~~accepted~~to the ~~resignation~~indemnification and evaluation of ~~John~~a ~~Arnold~~prospective ~~from~~international ~~his~~education ~~positions~~program ofthat ~~Sole~~is ~~Director,~~not ~~Chief~~ultimately completed ~~Executive~~may ~~Officer~~result ~~and~~in ~~President~~a ofloss to the Company. ~~Concurrently~~These ~~the~~fees ~~Company~~may ~~filed~~include ~~with~~legal ~~the~~costs, ~~State~~accounting ofcosts, ~~Nevada~~finder’s tofees, ~~change~~consultant’s fees ~~its~~and ~~name~~other torelated ~~Nhale, Inc~~expenses. toWe ~~better~~have ~~reflect~~no ~~its~~present ~~revised~~arrangements ~~business~~for ~~model~~any of these types of fees.

We ~~have~~anticipate ~~refocused~~that the investigation of specific business ~~plan~~opportunities toand ~~production~~the negotiation, drafting and execution of ~~herbal~~relevant ~~vaporizer~~agreements, ~~pens~~disclosure documents and other ~~legal~~instruments will ~~products~~require substantial management time and attention and substantial cost for accountants, attorneys, consultants, and others. Costs may be incurred in the ~~consumer~~investigation ~~space~~process, ~~focusing~~which onmay ~~the~~not ~~decriminalization~~be ofrecoverable. ~~marijuana~~Furthermore, even if an agreement is reached for ~~medicinal~~the ~~purposes,~~participation in a ~~significant~~specific ~~trend~~business ~~occurring~~opportunity, the failure to consummate that transaction may result in ~~the~~a ~~U.S.~~loss ~~and~~to ~~around~~the Company of the ~~world~~related costs incurred.

~~OUR PRODUCT~~Competition

~~Nhale~~Our company isexpects anto ~~herbal~~compete ~~vaporizer~~with ~~pen~~many countries in the carbon neutrality and air purification industry. In addition, there are several competitors that are larger and more profitable than NHLE. We expect that the quantity and composition of our competitive environment will continue to evolve as the industry matures. Additionally, increased competition is possible to the extent that new geographies enter the marketplace as a ~~convenient~~result ~~multi-use~~of ~~kit~~continued enactment of regulatory and legislative changes. ~~The~~We ~~multi-purpose~~believe ~~kit~~that ~~includes~~diligently ~~everything~~establishing ~~needed~~and expanding ~~for~~our ~~vaporizing~~funding ~~dry~~sources ~~leaf~~will ~~herbs~~establish us in this emerging industry. Additionally, ~~waxes~~we expect that establishing our product offerings on new platforms are factors that mitigate the risk associated with operating in a developing competitive environment. Additionally, ~~oils~~the contemporaneous growth of the industry as a whole will result in new technology within the marketplace, thereby further mitigating the impact of competition on our future operations and ~~e-liquids~~results.

~~The~~Compliance ~~company~~with ~~began~~government standards and guidelines will increase development ofcosts and the ~~Nhale~~cost ~~brand~~of inoperating ~~June~~our ~~2014~~business. In turn, ~~obtaining~~we may not be able to meet the ~~product~~competitive price ~~through~~point ~~and~~for ~~outsourced~~our ~~manufacturer~~air ~~selected~~purification ~~and~~products ~~engaged~~as dictated by the ~~Company.~~market and our competitors.

~~The Nhale vaporizer pen uses vaporizer technology. The unit is discreet~~Again, these ~~and~~are weforward ~~believe~~looking itstatements ~~may be a healthier alternative to traditional smoking. The Nhale vaporizer pen allows the user to consumer to consume the herbal product without the harmful effects~~ and ~~toxins~~not ~~produced~~an byindication ~~combustion, and eliminates the danger~~ of ~~second~~past ~~hand smoke~~performance. ItThere ~~produces~~is ~~much~~no ~~less~~guarantee ~~odor~~that ~~and~~we ~~can~~will be ~~used~~able ~~in public places. The major benefit of the pen is that it allows the consumer~~ to ~~receive~~implement our ~~the~~business ~~effects~~plan ~~or benefits of smoking the herbal product without the health~~ and ~~social~~have ~~risks~~no ~~involved~~merger ~~with~~candidates ~~smoking.~~as ~~Oils~~of ~~and other viscous liquids can also be used with~~ the ~~optional~~time ~~glass~~of ~~chamber~~this ~~that comes with the kit~~filing. ~~The parts are contained in an attractive case for maximum portability.~~

Vaporizer pens consist of three components: A battery, an atomizer and a loadable cartridge or chamber. The battery transfers energy to the atomizer. The atomizer heats the air drawn into the electronic device to a temperature high enough that it vaporizes the active ingredient in the chamber. The vapor is then inhaled into the mouth and lungs simulating the smoking experience and delivering the essential components. The simulated “smoke” is simply water vapor that evaporates in a few seconds with little lingering odor.4

~~The~~Effect ~~Nhale~~of ~~vaporizer~~Existing ~~pen~~or ~~kit~~Probable isGovernmental Regulations ~~priced~~on ~~competitively with~~ the ~~industry.~~ Business

~~BUSINESS~~Upon ~~STRATEGY~~effectiveness of this Form 10, we will be subject to the Exchange Act and the Sarbanes-Oxley Act of 2002. Under the Exchange Act, we will be required to file with the SEC annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. The Sarbanes-Oxley Act creates a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and to strengthen auditor independence. It also (1) requires steps be taken to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; (2) establishes clear statutory rules to limit possible conflicts of interest affecting securities analysts; (3) creates guidelines for audit committee members’ appointment, and compensation and oversight of the work of public companies’ auditors; (4) prohibits certain insider trading during pension fund blackout periods; and (5) establishes a federal crime of securities fraud, among other provisions.

~~The~~We ~~company~~will ~~recognizes~~also ~~two~~be ~~major~~subject ~~trends:~~to ~~The~~Section ~~increasing~~14(a) ~~adoption~~of the Exchange Act, which requires all companies with securities registered pursuant to Section 12(g) of ~~vaporizing~~the Exchange Act to comply with the rules and ~~electronic~~regulations ~~cigarettes~~of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to our stockholders at a special or ~~ecigs,~~annual bymeeting ~~the~~thereof ~~world’s~~or ~~1billion+~~pursuant ~~smokers,~~to ~~and~~a written consent will require us to provide our stockholders with the ~~decriminalization~~information outlined ofin ~~marijuana~~Schedules ~~for~~14A ~~medical~~or ~~use~~14C of Regulation 14A. ~~Our~~Preliminary ~~efforts~~copies ~~are~~of ~~centered~~this oninformation ~~introducing~~must ~~innovative~~be ~~new~~submitted ~~technologies~~to ~~focusing~~the onSEC ~~both~~at least 10 days prior to the date that definitive copies of ~~these~~this ~~market~~information ~~trends~~are provided to our stockholders.

~~SALES and MARKETING STRATEGY~~Employees

~~Nhale~~As isof ~~committed~~June to30, ~~developing~~2021, ~~key~~we ~~partnerships~~had ~~and~~one ~~relationships~~officer toand director. ~~help~~We itanticipate ~~establish~~that ~~market~~we ~~presence~~will ~~and~~begin ~~provided~~to ~~full~~fill ~~service~~out ~~marketing,~~our ~~including~~management ~~Internet~~team as and ~~social~~when ~~media~~we ~~marketing~~raise incapital ~~support~~to ofbegin ~~the~~implementing ~~product~~our ~~rollout~~business plan. WeIn ~~are~~the ~~currently~~interim, ~~working~~we ~~with~~will ~~established~~utilize ~~retail~~independent ~~distributors~~consultants ~~who~~to ~~will~~assist ~~perform~~with ~~the~~accounting ~~majority~~and ofadministrative ~~the~~matters. ~~direct~~We ~~product~~currently ~~marketing~~have no asemployment ~~part~~agreements ofand believe our ~~agreement~~consulting ~~with~~relationships ~~them~~are satisfactory. ~~The~~We ~~major~~plan ~~distributor~~to iscontinue ~~Evaps~~to ~~Distribution~~hire ~~and~~independent ~~Promotions,~~consultants from ~~who~~time ~~has~~to ~~signed~~time ~~several~~on ~~retailers,~~an ~~including~~as-needed ~~12 retail locations in Houston, Texas~~basis.

4Item ~~Table~~1A. ofRisk ~~Contents~~Factors

~~CHARACTERISTICS~~Risks ~~AND~~Relating ~~MAKE~~to UPOur ~~OF TARGET MARKET~~Business

Our business ~~current~~plan ~~market~~involves isa ~~made~~number up of ~~smokers~~very ~~who~~significant ~~are~~risks. ~~looking~~Our ~~for~~future anbusiness, ~~alternative~~operating toresults ~~traditional~~and ~~cigarettes.~~financial Incondition ~~addition,~~could ~~there~~be ~~are~~seriously harmed ~~currently~~as 23a ~~states~~result ~~that~~of ~~have~~the ~~decriminalized~~occurrence ~~medical~~of ~~marijuana~~any inof the Ufollowing risks.S. ~~Both~~You ~~trends~~could ~~provide~~lose usall aor ~~large~~part ~~pool~~ of ~~potential~~your ~~customers~~investment ~~within~~due ~~two~~to ~~market~~any ~~segments~~of these risks. You should invest in our common stock only if you can afford to lose your entire investment.

~~BRAND~~Our ~~RECOGNITION~~officers ~~AND~~and ~~CHARACTERISTICS~~directors reside outside the United States, investors may have limited legal recourse against them including difficulties in enforcing judgments made against them by U.S. courts. There is neither treaty nor any reciprocal arrangement between China and the United States regarding recognition or enforcement of civil judgments.

~~The~~Our ~~Nhale~~Auditor ~~vaporizer~~ is ~~pen~~U.S. ~~comes~~based inand aregistered ~~convenient,~~with ~~easy~~the toPCAOB ~~use~~so ~~multi-use~~Our Company ~~kit.~~is ~~This~~Subject ~~all-purpose set includes everything needed~~ to ~~vaporize~~PCAOB ~~dry herd, waxes, e-liquids, and oils in a convenient carrying case.~~ Inspections

~~Comparable~~The toHolding ~~much~~Foreign ~~higher~~Companies ~~priced~~Accountable ~~vape~~Act ~~pens~~(“HFCAA”) became ~~the~~law ~~Nhale~~in ~~vaporizer~~December ~~features~~2020 ~~interchangeable~~and ~~parts~~prohibits ~~for~~foreign ~~dry~~companies ~~leaf~~from ~~herbs~~listing ~~and~~their asecurities ~~glass~~on ~~chamber~~U.S. exchanges ~~for~~if ~~essential~~the ~~oils~~company ~~and~~has ~~concentrates~~been inunavailable anfor ~~elegant,~~PCAOB ~~lightweight~~inspection ~~pen-style~~or ~~vape~~investigation for three consecutive years.

~~COMPETITION~~The HFCAA requires the SEC to identify registrants that have retained a registered public accounting firm to issue an audit report where that registered public accounting firm has a branch or office that:

~~There~~· ~~are~~Is ~~many~~located ~~ecig~~in ~~companies~~a onforeign ~~the~~jurisdiction; ~~market,~~and ~~many~~· ofThe ~~which~~PCAOB ~~are~~has ~~made~~determined inthat ~~China~~it ~~that~~is ~~compete~~unable ~~directly~~to inspect or investigate completely because of a position taken by an authority in the ~~U.S.~~foreign ~~market.~~jurisdiction ~~This~~· ~~creates~~As ~~challenging~~reflected ~~issues~~on asthe PCAOB's website, the ~~manufacturers~~PCAOB ofis ~~these~~currently ~~devices~~unable ~~are~~to ~~also~~inspect ~~directly~~or ~~marketing~~investigate accounting firms due to a position of the ~~customers~~local authority in ~~our~~two ~~market~~jurisdictions: ~~sector.~~China and Hong Kong

Major tobacco companies are currently moving to get ahead of the potential shift in the market by selling e-cigarettes themselves. With deep pockets, intimate knowledge of the market, powerful research and development capability and massive sales and distribution networks, they are in a position to quickly seize the majority of the market. Experts believe that the big companies will market devices that will be likely to win over more smokers.5

~~Examples~~If ofa PCAOB auditor is unable to inspect the ~~major~~issuer's ~~competitive~~public ~~brands~~accounting firm ~~that~~for ~~Nhale~~three ~~competes~~consecutive ~~against~~years, the issuer's securities are: banned from trade on a national exchange or through other methods. The United States Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would decrease the number of non-inspection years from three years to two years. As a result, our securities could be delisted rendering our stock worthless as a result of "non-inspection" by the PCAOB.

~~Atmos~~On December 16, 2021, the PCAOB issued a report on its determinations that if the Board is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, a Special Administrative Region of the People’s Republic of China (PRC), because of positions taken by PRC authorities in those jurisdictions, it will suspend trading of the issuer. The Board made these determinations pursuant to PCAOB Rule 6100 which provides a framework for how the PCAOB fulfills its responsibilities under the Holding Foreign Companies Accountable Act (HFCAA).

~~Grenco~~On ~~Science~~December 16, 2021, the following amendments to the HCFAA were adopted by the Securities and Exchange Commission:

~~Vaped~~Consistent with the HFCAA, the final amendments require Commission-Identified Issuers to submit documentation to the SEC through the EDGAR system on or before its annual report due date that establishes that it is not owned or controlled by a governmental entity in its public accounting firm’s foreign jurisdiction. The final amendments also require a Commission-Identified Issuer that is also a “foreign issuer,” as defined in Exchange Act Rule 3b-4, to provide certain additional specified disclosures in their annual report for itself and its consolidated foreign operating entity or entities, including any variable-interest entity or similar structure that results in additional foreign entities being consolidated in the registrant’s financial statements.

~~Cloud~~The required disclosures include:

~~EMPLOYEES~~· ~~AND~~During ~~EMPLOYMENT~~the ~~AGREEMENT~~period covered by the form, the registered public accounting firm has prepared an audit report for the issuer;

As· The percentage of the ~~date~~shares of ~~this~~the ~~report,~~issuer weowned ~~have~~by nogovernmental ~~employees~~entities ~~other~~in ~~than~~the ~~Mr.~~foreign ~~Williams,~~jurisdiction ~~our~~in ~~sole~~which ~~officer~~the ~~and~~issuer ~~director~~is incorporated or otherwise organized;

~~Mr.~~· ~~Williams~~Whether ~~entered~~governmental ~~into~~entities anin ~~employment agreement with~~ the ~~Company~~applicable onforeign ~~May~~jurisdiction ~~13,~~with ~~2014~~respect ~~that has been ratified by the Majority Shareholder. Under the employment agreement, Mr. Williams will receive $7,500 per month~~ to ~~serve~~that inregistered ~~the~~public ~~capacities~~accounting offirm ~~Sole~~have ~~Director,~~a ~~Chief~~controlling ~~Executive~~financial ~~Officer~~interest ~~and President of the Company. Mr. Williams does not own any securities of the Company, and has not entered into any compensation agreements~~ with ~~the~~respect ~~Company~~to ~~that would provide for~~ the ~~issuance of common stock or stock options in exchange for services rendered.~~issuer;

We· doThe ~~not~~name ~~presently~~of ~~have~~each ~~pension,~~official ~~health,~~of ~~annuity,~~the ~~insurance,~~Chinese ~~stock~~Communist ~~options,~~Party ~~profit~~who ~~sharing,~~is ora ~~similar~~member ~~benefit~~of ~~plans;~~the ~~however,~~board weof ~~may~~directors ~~adopt~~of ~~plans in~~ the ~~future.~~issuer ~~There~~or ~~are~~the ~~presently~~operating noentity ~~personal~~with ~~benefits~~respect ~~available~~ to ~~our~~the ~~sole~~issuer; ~~director~~ and ~~officer.~~

In· Whether the ~~early~~articles ~~stages~~of incorporation of ~~our~~the ~~business,~~issuer we(or ~~intend~~equivalent toorganizing ~~hire~~document) ~~independent~~contains ~~consultants~~any tocharter ~~assist~~of inthe ~~its~~Chinese ~~development~~Communist ~~and~~Party, ~~execution~~including the text of any such charter.

~~GOVERNMENT~~The ~~REGULATIONS~~SEC will identify a registrant as a Commission-Identified Issuer as early as possible after the registrant files its annual report and on a rolling basis. The SEC will “provisionally identify” a registrant as a Commission-Identified Issuer on the SEC’s website at www.sec.gov/HFCAA. For 15 business days after this provisional identification, a registrant may email the SEC if it believes it has been incorrectly identified, providing evidence supporting its claim. After reviewing the information, the registrant will be notified whether the SEC will “conclusively identify” the registrant as a Commission-Identified Issuer.

~~The~~A ~~Food~~Commission-Identified Issuer is a registrant identified by the SEC as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and ~~Drug~~that ~~Administration~~the Public Company Accounting Oversight Board (~~FDA~~PCAOB)’s ~~Center~~is ~~for~~unable ~~Tobacco~~to ~~Products~~inspect ~~currently~~or ~~does~~investigate ~~not~~completely ~~have~~because of a position taken by an authority toin ~~regulate~~that ~~the~~jurisdiction ~~sale~~(PCAOB-Identified orFirm). ~~use~~The SEC will identify such issuers promptly after the filing of etheir annual reports by evaluating whether the annual report contains an audit report signed by a PCAOB-~~cigarette~~Identified ~~devices~~Firm. We may be subject to the HFCAA if we are identified as ~~tobacco~~a ~~products.~~"Commission-Identified Issuer" in accordance with such HFCAA amendments

~~Even~~If ~~though~~ the ~~FDA~~registrant isdoes not ~~regulating~~contact ~~e-cigarettes~~the SEC to dispute the provisional identification within 15 business days, ~~local~~the ~~and~~SEC ~~state~~will ~~governments~~conclusively ~~may~~identify ~~still~~the ~~adopt~~registrant ~~laws~~as ~~regulating~~a eCommission-~~cigarettes~~Identified Issuer. The SEC will publish a list on its website identifying Commission-Identified Issuers, ~~including~~indicating ~~restrictions~~the number of years a Commission-Identified Issuer has been published on ~~their~~the ~~sale~~list, orand ~~use~~noting whether the Commission-Identified Issuer has been subject to any prior trading prohibitions.

~~Item 1A. Risk Factors~~6

~~Our~~The ~~business~~HFCAA ~~involves~~requires athe ~~high~~SEC ~~degree~~to prohibit the trading of ~~risk.~~the ~~The~~securities of ~~following~~certain ~~risk~~Commission ~~factors~~Identified ~~should~~Issuers beon ~~considered~~a ~~carefully~~national insecurities ~~addition~~exchange or through any other method that is within the jurisdiction of the SEC to regulate, including through over-the-counter ~~other~~trading. ~~information~~As ~~contained~~a inresult, ~~this~~the ~~Form~~SEC 10will impose an initial trading prohibition on a registrant as soon as practicable after it is conclusively identified as a Commission-KIdentified Issuer for three consecutive years.

5If ~~Table~~the SEC ends the initial trading prohibition and, thereafter, the registrant is again determined to be a Commission-Identified Issuer, the SEC will impose a subsequent trading prohibition on the registrant for a minimum of ~~Contents~~five years. To end an initial or subsequent trading prohibition, a Commission-Identified Issuer must certify that it has retained or will retain a registered public accounting firm that the PCAOB has determined it is able to inspect or investigate. To make that certification, the Commission-Identified Issuer must file financial statements that include an audit report signed by such a registered public accounting firm.

~~Risks~~Our ~~Related~~auditor, BFBorgers CPA PC, is required to ~~Our~~undergo ~~Business~~regular inspections by the PCAOB as an auditor of companies that are publicly traded in the United States and a firm registered with the PCAOB. NHLE will be subject to the HFCAA adopted amendments if it is located within the PRC jurisdiction where the PCAOB is unable to conduct inspections without the approval of the Chinese government authorities. If our auditor is not inspected by the PCAOB as specified in the HFCAA, our securities may be prohibited from trading, and this ultimately could result in being delisted.

WeOur ~~Are~~Business Anis ~~Early~~Subject ~~Stage~~to ~~Company,~~Numerous Legal ~~Our~~and ~~Business~~Regulatory IsRisks ~~Evolving~~that ~~And~~Could ~~Our~~Have ~~Business~~an ~~Prospects~~Adverse ~~Are~~Impact ~~Difficult~~on ToOur ~~Evaluate~~Contemplated Business.

We are ansubject ~~early~~to ~~stage~~differing ~~company~~and ~~with~~sometimes conflicting alaws ~~limited~~and ~~operating~~regulations ~~history~~in the various China jurisdictions where we provide our services. WeAs ~~have~~the carbon neutrality and air purification is still at a ~~limited~~relatively ~~operating~~early ~~history~~stage ~~that~~of ~~you~~development, ~~can~~new ~~rely~~laws onand inregulations ~~evaluating~~may be adopted from time to time to address new issues that come to the ~~Company~~authorities' attention. ~~Our~~In ~~prospects~~addition, ~~must~~considerable beuncertainties ~~carefully~~still ~~considered~~exist inwith ~~light~~respect to the interpretation and implementation of existing laws and regulations governing our ~~history~~contemplated business activities. A large number of proposals are before various national, regional, and local legislative bodies and regulatory entities regarding issues related to our ~~high~~industry ~~capital~~or ~~costs,~~our business model. As we implement our ~~exposure~~business toplan ~~operating~~and ~~losses~~expand into new cities or countries or as we add new products and ~~the~~services ~~other~~to ~~risks~~our platform, ~~uncertainties~~we may become subject to additional laws and ~~difficulties~~regulations that we are ~~typically~~not ~~encountered~~subject byto ~~companies~~now. ~~that~~Existing ~~are~~or ~~implementing~~ new ~~business~~laws ~~models.~~and ~~Some~~regulations ofcould ~~the~~expose ~~principal~~us ~~risks~~to ~~and~~substantial liability, ~~difficulties~~including wesignificant ~~expect~~expenses necessary to ~~encounter~~comply ~~include~~with such laws and regulations, and could dampen our ~~ability~~growth, ~~to:~~which could adversely affect our business and results of operations.

·NHLE ~~Raise~~may ~~substantial~~implement ~~capital to finance our planned expansion, together with~~ the ~~losses~~VIE westructure ~~may~~as ~~incur~~ discussed in ~~our~~the ~~early~~Introductory ~~stage~~Comment ofpage. ~~development;~~If ~~· Develop new products at~~ the ~~cost~~PRC ~~and~~rules onthat the ~~timetable~~VIE westructure ~~project.~~is Weillegal, ~~may~~NHLE ~~encounter~~would ~~unexpected~~greatly ~~technical~~be ~~and~~limited ~~legal~~in ~~challenges that may delay~~ our ~~implementation~~ability ~~time~~to offer ~~line and/~~or ~~increase~~continue ~~our costs; · Develop, implement and maintain systems~~ to ~~ensure~~offer ~~compliance with a variety of governmental and quasi-governmental rules~~securities, ~~regulations~~which ~~and~~in ~~policies;~~turn ·impacts ~~Adapt~~liquidity ~~and~~for ~~successfully~~investors. ~~execute~~Our ~~our~~stock ~~rapidly~~could ~~evolving~~significantly ~~and~~decline ~~inherently~~in ~~unpredictable~~value ~~business~~or become ~~plan and respond to competitive developments and changing market conditions; and · Attract, retain and motivate qualified personnel~~worthless.

~~Because~~Risks ofRelated ~~our~~to ~~lack~~Access ofto ~~operating history~~ Information and ~~our~~Regulatory early stage of development, we have limited insight into trends and conditions that may exist or might emerge and affect our business. There is no assurance that our business strategy will be successful or that we can or will successfully address these risks.Oversight

WePRC ~~Will~~Securities ~~Need~~Law Tostate ~~Raise~~that ~~Additional~~no ~~Capital~~overseas Tosecurities ~~Continue~~regulator ~~Our~~can directly ~~Business~~conduct ~~Operations~~investigations or evidence collection activities within the PRC and no entity or individual in China may provide documents and information relating to securities business activities to overseas regulators without Chinese government approval. The SEC, U.S. Department of Justice, and other U.S. authorities face substantial challenges in bringing and enforcing actions against China-based Issuers and their officers and directors. As a result, investors in China-based Issuers may not benefit from a regulatory environment that fosters effective enforcement of U.S. federal securities laws.

WeChina’s ~~need~~legal tosystem ~~raise~~and ~~additional~~regulation ~~capital~~enforcement ~~to implement our business plan over the next 24 months. If we are unable to obtain additional financing, our future growth, if any,~~ could begreatly limit ~~impaired. If we fail to raise additional funding in the future, we may not have enough money to pay~~ our ~~legal~~ability ~~and accounting expenses and we could be forced~~ to ~~curtail~~offer or ~~abandon~~continue ~~our business plan, causing our securities~~ to ~~become~~offer ~~worthless. Additionally~~securities, ~~even~~which ifin weturn doimpacts ~~raise~~liquidity ~~additional funding, there can be no assurance that additional capital from outside sources will be available~~ for ~~our~~investors. ~~marketing~~Our ~~and future growth, if any, or if such financing is available, that it will not involve issuing securities senior to our common~~ stock orcould ~~equity~~significantly decline ~~financings which are dilutive to holders of our common stock. In addition,~~ in ~~the~~value ~~event~~or webecome ~~do not raise additional capital, we may be limited in our ability to grow our Company~~worthless.

~~The Repayment Of Our Notes Payable Is Secured By A Security Interest In Substantially All Of Our Assets.~~7

~~Private~~Risks ~~investors~~Related ~~have loaned us $1,085,000 which was evidenced by promissory notes. These notes range in interest from 12%~~ to 15% per annum. Of this amount $600,000 is currently in default and we are incurring default interest rates from 18% to 25%% on these notes. The notes are secured by security interests in substantially all of our assets and we do not currently have sufficient funds to repay the ~~notes.~~Regulatory Holders of these notes may enforce the security interest over the assets of the Company, which if enforced could leave us without any assets, and as a result, we could be forced to curtail or abandon our current business plans and operations. If that were to happen, the value of our shares may decline or become worthless.Environment

~~Our~~China’s ~~Business~~legal ~~And~~system ~~The~~is ~~Success~~substantially Ofdifferent ~~Our~~from ~~Services~~the ~~Could~~legal system Bein ~~Harmed~~the IfUnited WeStates ~~Are~~and ~~Unable~~may Toraise ~~Establish~~risks ~~And~~and ~~Maintain~~uncertainties Aconcerning ~~Brand~~the ~~Image~~intent, effect, and enforcement of its laws, rules, and regulations, including those that restrict the inflow and outflow of foreign capital or provide the Chinese government with significant authority to exert influence on a China-based Issuer’s ability to conduct business or raise capital. This lack of certainty may result in the inconsistent and unpredictable interpretation and enforcement of laws, rules, and regulations, which may change quickly. China-based Issuers face risks related to evolving laws and regulations, which could impede their ability to obtain or maintain permits or licenses required to conduct business in China. In the absence of required permits or licenses, governmental authorities may impose material sanctions or penalties on the company. Such actions could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.

WeLimitations ~~believe~~on ~~that~~Shareholder ~~establishing~~Rights ~~a brand is critical to achieving acceptance of our product~~ and to establishing key strategic relationships. As a new company with a new brand, we believe that we have little to no brand recognition with the public. We may experience difficulty in establishing a brand name that is well-known and regarded, and any brand image that we may be able to create may be quickly impaired. The importance of brand recognition will increase when and if our competitors create services that are similar to our services. Even if we are able to establish a brand image and react appropriately to changes in customer preferences, customers may consider our brand image to be less prestigious or trustworthy than those of our larger competitors. Our results of operations may be affected in the future from our brand image. Recourse

WeLegal ~~May~~claims, ~~Not~~including Befederal ~~Able~~securities law Toclaims, ~~Keep~~against UpChina-based ~~With~~Issuers, ~~Rapid~~or ~~Technological~~their ~~And~~officers, ~~Other~~directors, ~~Changes~~and gatekeepers, may be difficult or impossible for investors to pursue in U.S. courts. Even if an investor obtains a judgment in a U.S. court, the investor may be unable to enforce such judgment, particularly in the case of a China-based Issuer, where the related assets or persons are typically located outside of the United States and in jurisdictions that may not recognize or enforce U.S. judgments. If an investor is unable to bring a U.S. claim or collect on a U.S. judgment, the investor may have to rely on legal claims and remedies available in China or other overseas jurisdictions where the China-based Issuer may maintain assets. The claims and remedies available in these jurisdictions are often significantly different from those available in the United States and difficult to pursue. An investor could lose their entire investment and incur legal costs if unable to enforce their judgment.

~~The~~Greater ~~markets~~Chinese inregulatory which we will compete are characterized by rapidly changing technology, evolving industry standards, consolidation, frequent new service announcements, introductions and enhancements and changing consumer demands. We oversight may ~~not~~impact beour ~~able~~contemplated ~~to keep up with these rapid changes.~~ business

6We ~~Table~~are not currently required to comply with regulations and policies of ~~Contents~~the Cyberspace Administration of China (CAC) because we have not commenced our business in China.

~~Our~~CAC ~~Lack~~regulates Ofthe Ancollection ~~Operating~~of ~~History~~personal ~~Gives~~information, Nowhich ~~Assurance~~is ~~That~~recorded electronically, ~~Our~~or ~~Future~~in ~~Operations~~any ~~Will~~other ~~Result~~form, Into ~~Material~~recognize ~~Revenues,~~the ~~Which~~identity ~~Could~~of ~~Result~~a natural person. In ~~The~~light ~~Suspension~~of Orgreater ~~End~~oversight Ofregarding ~~Our~~the ~~Operations~~collection of personal information we will be subject to cybersecurity upon execution of our contemplated business plan.

WeIf ~~were~~CAC ~~incorporated~~determines onthat ~~March~~we 8,have ~~2012,~~violated ~~and~~any ~~although~~portion weof ~~have~~PRC ~~realized~~laws ~~minimal~~and regulation, ~~operating~~our ~~revenues~~ability to ~~date,~~obtain weor ~~have~~maintain ~~very~~permits ~~little~~or ~~operating~~licenses ~~history~~required ~~upon~~to ~~which~~conduct anbusiness ~~evaluation~~in ofChina ~~our~~may ~~future~~be ~~success~~affected. In the absence of required permits or ~~failure~~licenses, ~~can~~governmental beauthorities ~~made.~~may ~~Our~~impose ~~ability~~material tosanctions ~~achieve~~or ~~and~~penalties ~~maintain~~on ~~profitability~~the ~~and~~company. ~~positive~~Such ~~cash~~actions ~~flow~~could significantly islimit ~~dependent~~or ~~upon~~completely hinder our ability to ~~generate~~offer ~~revenues~~or incontinue ~~excess~~to offer securities to investors and cause the value of our securities ~~expenses~~to insignificantly ~~the~~decline ~~future~~or be worthless.

~~Based~~Merger ~~upon~~& ~~current~~Acquisition ~~plans,~~Approval is we expect to incur operating losses in future periods because we will likely incur expenses that exceed our revenues. We cannot guarantee that we will be successful in generating a profit in the future. Failure to generate a profit may cause us to go out of business.Required

WeUnder ~~Are~~the APRC ~~New~~Anti-monopoly ~~Company~~Law, ~~With~~merger A& ~~Limited~~acquisitions ~~Operating~~that ~~History~~meet certain ~~And~~turnover Wethresholds ~~Face~~must Anotify ~~High~~the ~~Risk~~State OfAdministration ~~Business~~for ~~Failure~~Market Regulation (SAMR) for merger control clearance and may not be implemented without SAMR’s approval.

WeNHLE ~~are~~may amerge ~~early~~with, ~~stage~~or ~~company~~acquire, ~~formed recently to carry out the activities described in this report and thus have only~~ a ~~limited~~target ~~operating~~company ~~history upon which an evaluation of our prospects can be made. We were incorporated on March 8, 2012, and~~ to ~~date~~commence ~~have~~its ~~been involved primarily in the development of our~~ contemplated business ~~plan and early-stage~~ operations. ~~Because~~If weour ~~have~~target abusiness ~~limited~~meets ~~operating~~the ~~history~~threshold ~~there~~for isreview ~~little~~by ~~internal~~SAMR, orwe ~~industry-based~~will ~~historical~~be ~~financial~~required ~~data upon which~~ to ~~estimate~~submit ~~our~~an ~~planned~~application ~~operating~~for ~~expenses~~approval.

We expect that our results of operations may also fluctuate significantly in the future as a result of a variety of market factors including, among others, the entry of new competitors; the availability of motivated and qualified personnel; the initiation, renewal or expiration of our customer base; pricing changes by the Company or its competitors, specific economic conditions in retail markets and general economic conditions. Accordingly, our future sales and operating results are difficult to forecast.8

~~Adverse Developments In~~ The ~~Global~~SAMR ~~Economy~~utilizes ~~Restricting~~a ~~The~~substantive ~~Credit~~test ~~Markets~~for ~~May~~merger ~~Materially~~review. ~~And~~The ~~Negatively~~substantive test ~~Impact~~takes ~~Our~~into ~~Business.~~consideration the:

~~The~~· ~~recent~~Market ~~downturn~~shares ~~in the world's major economies~~ and ~~the~~market ~~constraints~~control inpower ~~the credit markets have heightened or could continue to heighten a number~~ of ~~material~~the ~~risks to our~~ business, ~~cash~~operators ~~flows~~concerned ~~and~~· ~~financial~~Concentration ~~condition,~~levels asof ~~well~~relevant asmarkets ~~our~~· ~~future~~Impact ~~prospects. Continued issues involving liquidity and capital adequacy affecting lenders could affect our ability to access credit facilities or obtain debt financing and could affect the ability~~ of ~~lenders to meet their funding requirements when we need to borrow. Further, in~~ the ~~uncertain~~concentration ~~event~~on ~~that a public~~ market ~~for our stock develops~~entry, ~~the~~technological ~~volatility in the equity markets may make it difficult in the future for us to access the equity markets for additional capital at attractive prices~~development, ifconsumers atand ~~all. The recent credit crisis in~~ other ~~countries,~~relevant ~~for~~operators ~~example,~~· ~~and~~Impact ~~concerns over debt levels~~ of ~~certain~~the ~~other~~concentration ~~European~~on ~~Union~~national ~~member~~economic ~~states,~~development ~~has~~· ~~increased~~Foreign ~~volatility in global credit and equity markets. If we are unable to obtain credit or access capital markets, our business could be negatively impacted.~~investment

~~Because~~As Weof ~~Are~~this ~~Small~~time, ~~And~~NHLE Dois ~~Not~~not ~~Have~~required ~~Much~~to ~~Capital,~~submit Wean ~~Must~~application ~~Limit~~to ~~Our~~SAMR as ~~Marketing~~we ~~Activities~~have not identified a merger or acquisition candidate. AsHowever, Aif ~~Result~~we locate a suitable merger or acquisition candidate, ~~Our~~we ~~Sales~~may be ~~May~~required ~~Not~~to Besubmit ~~Enough~~an Toapproval ~~Operate~~request ~~Profitably~~to SAMR. If We Dodon’t ~~Not~~anticipate ~~Make~~merging Awith ~~Profit~~a company that is large enough to trigger anti-monopoly threshold for review. However, Weif ~~May~~SAMR ~~Have~~denies Toour ~~Suspend~~application, Orsuch ~~Cease~~actions ~~Operations~~could significantly limit or completely hinder our ability to offer, or continue to offer, securities to investors and cause the value of such securities to significantly decline or be worthless.

~~Due~~Risks toRelated ~~the fact we are small and do not have much capital, we must limit our marketing and advertising activities. We intend~~ to ~~increase our marketing and advertising efforts provided that we have ample working capital to invest in such activities. Because we will be limiting~~ the ~~duration~~Company’s ofOrganizational our marketing and advertising activities, due to a constrained budget, we may not be able to generate enough sales to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.Structure

WeAlthough ~~Have~~NHLE ~~Generated~~has ~~Limited~~not ~~Revenues~~implemented ~~From~~a ~~Our~~VIE ~~Operations~~structure ~~Which~~at ~~Poses~~this ~~Substantial~~time, ~~Risk~~the Company Tomay ~~Any~~use ~~Investor~~this structure once its contemplated business operations have been implemented. The China-based Issuer VIE structures pose risks to U.S. investors that are not present in other organizational structures. The Chinese government could determine that the agreements establishing the VIE structure do not comply with Chinese law and regulations, including those related to restrictions on foreign ownership, which could subject a China-based Issuer to penalties, revocation of business and operating licenses, or forfeiture of ownership interests. A China-based Issuer’s control over a VIE may also be jeopardized if a natural person who holds the equity interest in the VIE breaches the terms of the agreements, is subject to legal proceedings, or if any physical instruments, such as chops and seals, are used without the China-based Issuer’s authorization to enter into contractual arrangements in China.

AnIf ~~investment~~we indecide ~~our~~to ~~Company~~move isforward ~~characterized~~with by a ~~high~~VIE ~~degree~~structure, ~~of risk. Investors should take caution when considering~~ our ~~limited~~shares ~~revenues,~~may ~~lack~~decline in ofvalue ~~earnings,~~or ~~and~~become ~~lengthy~~worthless ~~plans~~if ~~for~~we ~~business~~are ~~development~~unable ~~and~~to ~~expansion.~~assert ~~Our~~our ~~current~~contractual ~~operations~~control ~~reside~~rights ~~entirely~~over in the ~~development~~assets of our ~~products~~PRC ~~which~~subsidiaries ~~has~~that ~~generated~~conduct all ~~limited~~or ~~revenue~~substantially toall ~~date (none in the case~~ of ~~the~~our ~~e-cigarette business)~~operations. ~~Although~~These werisks ~~believe~~or ~~that~~events ~~future~~are ~~capital~~only ~~investment~~applicable inif ~~our website will grow our business, there can be no assurance that~~ we ~~will~~decide ~~be able~~ to ~~effectively~~implement ~~develop our business in~~ a ~~profitable~~VIE ~~manner~~structure. The success of our business depends on the ability of management to successfully develop, market, and sell new products; and generate revenues and earnings therefrom. The inability of our website to generate net income may adversely affect our financial performance and stock price.

WeResale ~~Have~~limitations ~~Limited~~of ~~Assets~~Rule ~~That~~144(i) ~~May~~on Beyour ~~Used To Execute Our Business Plan. Our Lack Of Assets May Have An Adverse Impact On Our Ability To Grow Our Business And Generate Revenues And Earnings.~~shares

WeAccording ~~have~~to ~~limited~~the ~~financial~~Rule ~~and~~144(i), ~~operational~~Rule ~~assets~~144 asis ~~well~~not asavailable ~~limited~~for ~~long-term~~the ~~assets~~resale of ~~such~~securities asinitially ~~property,~~issued ~~facilities~~by ~~and~~either ~~equipment~~a toreporting ~~fully~~or ~~develop~~non-reporting ~~our~~shell ~~business plan~~company. WeMoreover, ~~will~~Rule ~~need~~144(i)(1)(ii) tostates ~~raise~~that ~~additional~~Rule ~~capital~~144 is not available to ~~provide~~securities ~~for~~initially aissued ~~facility,~~by ~~purchase~~an ~~equipment~~issuer ~~and~~that ~~inventory,~~has ~~and~~been ~~fund~~“at ~~the~~any ~~labor~~time ~~required~~previously” toa ~~appropriately~~reporting ~~develop~~or ~~our~~non-reporting shell ~~website~~company. ~~Our~~Rule ~~lack~~144(i)(1)(ii) ofprohibits ~~financial~~shareholders ~~and~~from ~~operational~~utilizing ~~assets~~Rule ~~may~~144 ~~impair~~to ~~our~~sell ~~ability~~their toshares ~~generate~~in ~~future~~a ~~revenues~~company ~~and~~that ~~earnings~~at ~~which~~any ~~could~~time ~~cause~~in its ~~the~~existence ~~value~~was ofa ~~our~~shell ~~securities~~company. However, according to ~~decline~~Rule 144(i)(2), an issuer can “cure” its shell status.

7To ~~Table~~“cure” a company’s current or former shell company status, the conditions of ~~Contents~~Rule 144(i)(2) must be satisfied regardless of the time that has elapsed since the public company ceased to be a shell company and regardless of when the shares were issued. The availability of Rule 144 for resales of shares issued while the company is a shell company or thereafter may be restricted even after the expiration of the one-year period since it filed its Form 10 information if the company is not current on all of its periodic reports required to be filed within the SEC during the 12 months before the date of the shareholder’s sale. Thus, the company must file all 10-Qs and 10-K for the preceding 12 months and since the filing of the Form 10, or Rule 144 is not available for the resale of securities

~~We Face Significant Inventory Risk~~9

We ~~may~~have belimited ~~exposed~~assets, tohave ~~significant inventory risks that may adversely affect our~~ incurred operating ~~results as a result of seasonality~~losses, ~~new product launches, rapid changes in product cycles~~ and ~~pricing,~~have ~~defective~~no ~~merchandise,~~current ~~changes~~source in consumer demand and consumer spending patterns, changes in consumer tastes with respect to products we offer for sale and for auction on our website. We plan to endeavor to accurately predict these trends and avoid overstocking or understocking products. Demand for products, however, can change significantly between the time inventory is ordered and the date of sale. In addition, when we begin selling a new product, it may be difficult to determine appropriate product selection, and accurately forecast demand. The acquisition of certain types of inventory in the future may not be returnable. Any one of the inventory risk factors set forth above may adversely affect our operating results.revenue

We Dohave ~~Not~~had ~~Collect~~minimal ~~Sales~~assets. We do not expect to generate revenues until we begin to implement our business plan. However, we can provide no assurance that we will produce any material revenues for our stockholders, or ~~Consumption~~that ~~Taxes~~our inbusiness ~~Some~~will ~~Jurisdictions~~operate on a profitable basis.

~~U.S.~~We ~~Supreme~~will, ~~Court~~likely, ~~decisions~~sustain ~~restrict~~operating ~~the~~expenses without ~~imposition~~corresponding ofrevenues, ~~obligations~~at toleast ~~collect~~until ~~state~~the ~~and~~consummation ~~local~~of ~~sales~~our ~~taxes~~business ~~with respect to remote sales~~plan. ~~However,~~This anmay ~~increasing~~result ~~number~~in ofour ~~states~~incurring ~~have~~a ~~considered~~net oroperating loss ~~adopted laws~~ that ~~attempt~~will toincrease ~~impose~~unless ~~obligations~~we onconsummate ~~out-of-state~~a ~~retailers~~business toplan ~~collect~~with ~~taxes~~a onprofitable ~~their~~business ~~behalf. Currently, we do not collect sales~~ or ~~consumption~~internally ~~taxes~~develop inour ~~some jurisdictions~~business. AWe ~~successful~~cannot assure ~~assertion~~you bythat ~~one~~we orcan ~~more~~identify ~~states~~a orsuitable ~~foreign~~business ~~countries~~combination ~~requiring~~or ussuccessfully tointernally ~~collect~~develop ~~taxes~~our ~~where~~business, weor dothat ~~not~~any dosuch sobusiness will ~~could~~be ~~result~~profitable inat ~~substantial~~the ~~tax~~time ~~liabilities,~~of ~~including~~its ~~for~~acquisition ~~past~~by ~~sales,~~the asCompany ~~well~~or ~~as penalties and interest~~ever.

WeOur ~~May~~capital ~~Incur~~resources ~~Substantial~~may ~~Losses~~not Inbe ~~The~~sufficient to ~~Future~~meet Asour Wecapital ~~Expand~~requirements, ~~Our~~and ~~Operations~~in ~~And~~the ~~Invest~~absence Inof ~~Our~~additional ~~Inventory.~~resources we may have to curtail or cease business operations

We ~~will~~have ~~incur~~historically ~~costs~~generated ~~related~~negative tocash flow ~~advertising~~and ~~our~~losses ~~new~~from ~~product~~operations ~~lines~~and ~~for~~could ~~sale.~~experience ~~When~~negative ~~making~~cash ~~investments~~flow toand ~~grow~~losses ~~our~~from ~~membership~~operations ~~base~~in ~~and~~the tofuture. ~~expand~~Our ~~our~~independent ~~website's~~auditors have ~~capabilities,~~included itan isexplanatory ~~likely~~paragraph ~~that~~in wetheir ~~will~~report ~~incur~~on ~~costs~~our financial statements for athe ~~prolonged~~fiscal ~~period~~years ~~prior~~ended toDecember ~~generating~~31, ~~revenues~~2020, ~~if any. The foregoing costs~~ and ~~expenses~~2019 expressing ~~will~~doubt ~~likely~~regarding ~~give~~our ~~rise~~ability to ~~substantial~~continue ~~near-term~~as ~~operating~~a ~~losses~~going ~~and~~concern. ~~may~~We ~~prevent~~currently ~~the~~only ~~Company~~have ~~from~~a ~~achieving~~minimal ~~profitability~~amount ~~for an extended period~~ of ~~time.~~cash Weavailable, ~~expect~~which will tonot ~~rely~~be onsufficient ~~equity and debt financing~~ to fund ~~potential~~our anticipated future operating ~~losses~~needs. ~~and~~The ~~other~~Company ~~cash~~will ~~requirements~~need ~~until~~to weraise ~~are~~substantial ~~able~~sums to ~~generate~~implement ~~larger~~its business ~~profits from operations~~plan. WeThere ~~may~~can ~~experience~~be ~~negative~~no ~~cash~~assurance ~~flow,~~that ~~which will hamper current operations and prevent~~ the Company ~~from~~will ~~expanding. We may~~ be ~~unable~~successful toin ~~attain,~~raising ~~sustain~~funds. orTo ~~increase~~the ~~profitability~~extent onthat athe ~~quarterly~~Company oris ~~annual~~unable to ~~basis~~raise ~~in the future~~funds, ~~which~~we ~~could~~will ~~require~~be usrequired to ~~scale~~reduce ~~back~~our planned operations or ~~terminate~~cease ~~our~~any operations.

We ~~Will~~may Beencounter Asubstantial ~~Small~~competition in ~~Player~~our Inbusiness Anand ~~Intensely~~our ~~Competitive~~failure ~~Industry~~to ~~And~~compete ~~May~~effectively Bemay ~~Unable~~adversely Toaffect ~~Compete.~~our ability to generate revenue

~~The~~Carbon ~~e-cigarette~~neutrality ~~industry~~through air purification is ~~large~~an emerging industry. We believe that existing and ~~intensely~~new ~~competitive.~~competitors ~~Many~~will continue to improve in cost control and performance of their curriculum. We have global competitors, and we will be required to continue to invest in product development and productivity improvements to compete effectively in our markets. Our competitors ~~have~~could ~~substantially~~develop a more ~~financial~~efficient product or undertake more aggressive and ~~operational~~costly marketing ~~resources~~campaigns than weours, ~~do.~~which may adversely affect our marketing strategies and could have a material adverse effect on our business, results of operations and financial condition.

Our ~~Business~~major ~~May~~competitors Bemay ~~Subject~~be Tobetter ~~New~~able ~~Laws~~than we ~~And~~to ~~Regulations,~~successfully Aendure ~~Reinterpretation~~downturns in our industrial sector. In periods of ~~Existing~~reduced ~~Laws~~demand for our product, Orwe ~~Face~~can ~~Permitting~~either choose to maintain market share by reducing our selling prices to meet competition or maintain selling prices, ~~Certification~~which would likely sacrifice market share. Sales and overall profitability would be reduced in either case. In addition, we cannot assure you that additional competitors will not enter our existing markets, or ~~Approval~~that ~~Mandates~~we ~~From~~will ~~Regulatory~~be ~~Agencies~~able to compete successfully against existing or new competition.

~~The~~Effect methods we use to sell and distribute products may be subject to oversight and/or approval from certain regulatory agencies. Should we fail to meet future regulatory standards our ability to operate may be impaired, our financial and operational performance could be adversely affected and you could lose your entire investment. The value of ~~our~~Environmental ~~shares may decline in value or become worthless.~~Laws

IfWe ~~The~~believe ~~Company~~that Iswe ~~Dissolved~~are in compliance with all applicable environmental laws, Itin Isall ~~Unlikely~~material ~~That~~respects. ~~There~~We ~~Will~~do Benot ~~Sufficient~~expect ~~Assets~~future ~~Remaining~~compliance Towith ~~Distribute~~environmental Tolaws ~~Our~~to ~~Shareholders~~have a material adverse effect on our business.

InWe ~~the~~may ~~event~~not ~~of the dissolution of the Company, the proceeds realized from the liquidation of our assets, if any, will~~ be ~~used~~able ~~primarily~~ to ~~pay~~obtain ~~the~~regulatory approvals ~~claims~~for of our creditors, if any, before there can be any distribution to the shareholders. In that case, the ability of equity investors to recover all or any portion of their investment will depend on the amount of funds realized and the claims to be satisfied therefrom.product

IfOur Webusiness ~~Are~~is ~~Forced~~subject Toto ~~Incur~~laws ~~Unanticipated~~and ~~Costs~~regulations Orgoverning ~~Expenses,~~development of WeAI ~~May~~for ~~Have~~air Topurification. ~~Suspend~~The OrCompany ~~Cease~~believes ~~Our~~acquisition ~~Activities~~of ~~Entirely~~already ~~Which~~compliant ~~Could~~merger ~~Result~~candidate Inwill Amitigate ~~Total~~this ~~Loss Of Your Investment~~risk.

~~Because~~All weoperating ~~are~~plans ahave ~~small~~been ~~business,~~made ~~with limited assets, we are not~~ in aconsideration ~~position~~of toexisting ~~bear unanticipated costs and expenses~~environmental regulations. IfRegulations wethat ~~have~~most toaffect ~~make~~operations ~~changes in our structure or~~ are ~~faced~~related ~~with circumstances that are beyond our ability~~ to ~~afford,~~emission wereduction ~~may~~technologies ~~have to suspend or cease our activities entirely which could result in a total loss~~ of ~~your investment~~ the ~~value~~private ofcorporations ~~our~~we ~~shares declining in value or becoming worthless~~acquire.

~~8 Table of Contents~~10

~~Key~~We ~~Management~~face ~~Personnel~~a ~~May~~number ~~Leave~~of ~~The~~risks ~~Company~~associated with ~~Which~~our ~~Could~~business ~~Adversely~~plan, ~~Affect~~including ~~The~~the ~~Ability~~possibility Ofthat ~~The~~we ~~Company~~may Toincur ~~Continue~~substantial ~~Its~~debt ~~Development.~~or convertible debt, which could adversely affect our financial condition

~~Because~~We intend to use reasonable efforts to complete our business plan. The risks commonly encountered in implementing our business plan is insufficient revenues to offset increased expenses associated with finding a merger candidate. Failure to raise sufficient capital to carry out our business plan. Additionally, we have no operations at this time so our expenses are ~~almost~~likely ~~entirely~~to ~~dependent~~increase, onand ~~the~~it ~~efforts~~is possible that we may incur substantial debt or convertible debt in order to complete our business plan, which can adversely affect our financial condition. Incurring a substantial amount of debt or convertible debt may require us to use a significant portion of our ~~sole~~cash ~~officer~~flow to pay principal and ~~director~~interest on the debt, ~~Lance~~which ~~Williams~~will reduce the amount available to fund working capital, ~~his~~capital ~~departure~~expenditures, orand other general purposes. Our indebtedness may negatively impact our ability to operate our business and limit our ability to borrow additional funds by increasing our borrowing costs, and impact the ~~loss~~terms, ofconditions, ~~other~~and ~~key~~restrictions ~~personnel~~contained in ~~the~~possible future debt agreements, ~~could~~including ~~have~~the aaddition ~~material~~of ~~adverse~~more ~~effect~~restrictive oncovenants; impact our ~~business.~~flexibility Wein doplanning ~~not~~for ~~maintain~~and ~~key~~reacting ~~man~~to ~~life~~changes ~~insurance~~in onour ~~Mr.~~business ~~Williams.~~as ~~Mr.~~covenants ~~Williams~~and restrictions contained in possible future debt arrangements may ~~terminate~~require ~~his~~that ~~employment~~we ~~with~~meet certain financial tests and place restrictions on the incurrence of additional indebtedness and place us at ~~any~~a ~~time~~disadvantage ~~for~~compared ~~any~~to ~~reason~~similar companies in our industry that have less debt.

~~Riverview~~Our ~~Heights,~~future ~~LLC~~success ~~(the~~is ~~“Majority~~highly ~~Shareholder”)~~dependent on ~~owns 66.67% Of~~ the ~~Outstanding~~ability ~~Shares~~ of ~~Common~~management ~~Stock~~to locate and ~~Has~~attract ~~Considerable~~suitable ~~Influence~~business ~~over~~opportunities ~~the~~and ~~Board~~our ofstockholders ~~Directors~~will ofnot ~~the~~know ~~Company.~~what ~~Shareholders~~business ~~May~~we will ~~Find~~enter ~~That~~into ~~the~~until ~~Majority~~we ~~Shareholder’s~~consummate ~~Decisions~~a ~~Are~~transaction ~~Contrary~~with Tothe ~~Their~~approval ~~Interests~~of ~~And~~our ~~You~~then ~~Should~~existing ~~Not~~directors ~~Purchase~~and ~~Shares Unless You Are Willing To Entrust All Aspects Of Management To Our Largest Shareholder or His Successors.~~officers

~~Riverview~~At ~~Heights,~~this ~~LLC (the “Majority Shareholder”) owns 20~~time,~~000,000~~ ~~shares~~we ofhave ~~common~~no ~~stock~~operations ~~representing~~and ~~66.67%~~future implementation of our ~~outstanding~~business ~~common~~plan ~~stock.~~is Ashighly ~~such~~speculative, ~~the~~there ~~Majority~~is ~~Shareholder~~a ~~will~~consequent ~~have~~risk ~~significant~~of ~~control~~loss ~~over~~of ~~who~~an ~~serves~~investment asin ~~directors of~~ the Company. ~~and~~The ~~subsequently~~success of ~~who~~our ~~serves~~plan ~~as officers~~ of ~~the~~operations ~~Company~~will ~~and~~depend into ~~determining~~a ~~the~~great ~~outcome~~extent ofon ~~all~~the ~~corporate~~operations, ~~transactions~~financial orcondition ~~other~~and ~~matters,~~management ~~including~~of ~~the~~future ~~election~~business ofand ~~directors,~~internal development. ~~mergers,~~While ~~consolidations,~~management ~~the~~intends ~~sale~~to ofseek ~~all~~businesses oropportunities ~~substantially~~with ~~all~~entities ofhaving ~~our~~established ~~assets~~operating histories, ~~and~~we ~~also~~cannot provide ~~the~~any ~~power~~assurance tothat ~~prevent~~we orwill ~~cause~~be asuccessful ~~change~~ in ~~control.~~locating ~~His~~opportunities ~~interests~~meeting ~~may~~that ~~differ~~criterion. ~~from~~In the ~~interests~~event ofwe ~~other~~complete ~~stockholders.~~a ~~All~~business plan, ~~decisions regarding~~ the ~~management~~success of our ~~affairs~~operations will be ~~made~~dependent byupon ~~our sole officer and director Lance Williams. Accordingly~~management, noits ~~person~~financial ~~should~~position ~~invest in the Company’s shares unless they are willing to entrust all aspects of management~~ and ~~control~~numerous ofother ~~the~~factors ~~Company~~beyond toour ~~Lance Williams and/or the Majority Shareholder~~control.

WeThere ~~Currently~~can Dobe ~~Not~~no ~~Have~~assurance ~~Agreements~~that ~~With~~we ~~Any~~will successfully ~~Product~~consummate ~~Vendors~~a Tobusiness ~~Sell~~plan ~~Products.~~or Ininternally ~~The~~develop ~~Event~~a ~~That~~successful ~~We Are Not Able To Purchase Inventory From Suppliers With Favorable Prices And Terms, It Could Adversely Affect Our Operations.~~business

InWe ~~the~~are ~~event~~a ~~that~~blank wecheck ~~are~~company ~~unable~~and tocan ~~develop~~give no ~~relationships~~assurance ~~and~~that ~~favorable~~we ~~agreements~~will ~~with~~successfully ~~product~~identify ~~suppliers,~~and weevaluate ~~may~~suitable ~~not~~business beopportunities ~~able~~or tothat ~~operate~~we ~~our~~will ~~business.~~successfully ~~Even~~implement ifour business weplan. doWe ~~establish~~cannot ~~these~~guarantee ~~relationships,~~that we ~~may~~will be ~~subject~~able to ~~supplier~~negotiate ~~price~~contracts ~~increases,~~on ~~unfavorable~~favorable ~~trade~~ terms,. ~~problems~~No ~~with~~assurances ~~quality~~can ~~control,~~be ~~lack~~given ofthat ~~scalability,~~we will ~~inadequate~~successfully ~~shipping~~identify and ~~logistics~~evaluate suitable business opportunities, orthat ~~simply~~we awill ~~vendor's~~conclude ~~refusal~~a tobusiness ~~sell~~plan ~~its~~or ~~products~~that towe ~~us.~~will Inbe ~~the~~able to ~~event~~develop ~~that~~a wesuccessful ~~face~~business. ~~any~~Our ofmanagement ~~these~~and ~~common~~affiliates ~~vendor~~will ~~problems,~~play ~~our~~an ~~financial~~integral ~~and~~role ~~operational~~in ~~results~~establishing ~~could~~the beterms ~~materially,~~for ~~adversely~~any ~~affected.~~future business.

~~Because~~ We ~~Only~~will ~~Have~~incur ~~One~~increased ~~Primary~~costs ~~Supplier~~as a result of ~~Products,~~becoming Wea ~~Have~~reporting Acompany, ~~Concentration~~and Ingiven ~~Our~~our ~~Supply~~limited ~~Chain.~~capital Inresources, ~~The~~such ~~Event~~additional ~~That~~costs Wemay ~~Are~~have ~~Not~~an ~~Able~~adverse Toimpact ~~Continue~~on Toour ~~Purchase Inventory From Our Supplier, It Could Adversely Affect Our Operations~~profitability.

InFollowing the ~~event~~effectiveness ~~that~~of ~~our~~this ~~primary~~Form ~~supplier~~10, we ~~increases~~will ~~its~~be ~~prices,~~an ~~presents~~SEC ~~unfavorable~~reporting ~~trade~~company. ~~terms,~~The ~~experiences~~Company ~~problems~~currently ~~with~~has ~~quality~~no ~~control,~~business ~~becomes~~and ~~insolvent~~no revenue. However, orthe ~~simply~~rules ~~decides~~and regulations under the Exchange Act require a public company to noprovide ~~longer~~periodic ~~sell~~reports ~~its~~with ~~products~~interactive data files which will require the Company to usengage legal, ~~our~~accounting ~~financial~~and auditing services, and ~~operational~~XBRL ~~results~~and ~~will~~EDGAR service providers. The engagement of such services can be ~~materially~~costly, and the Company is likely to incur losses, which may adversely ~~affected~~affect the Company’s ability to continue as a going concern. AsIn addition, the Sarbanes-Oxley Act of 2002, as well as a ~~result~~variety of related rules implemented by the SEC, have required changes in corporate governance practices and generally increased the ~~value~~disclosure requirements of ~~our~~public ~~securities~~companies. ~~may~~For ~~decline~~example, inas ~~value~~a orresult ~~become~~of ~~worthless~~becoming a reporting company, we will be required to file periodic and current reports and other information with the SEC and we must adopt policies regarding disclosure controls and procedures and regularly evaluate those controls and process.

AThe ~~Reduction~~additional Incosts ~~Spending~~we ~~Due~~will Toincur ~~Economic~~in ~~Downturns~~connection with ~~Could~~becoming ~~Result~~a Inreporting Acompany ~~Decrease~~will serve to further stretch our limited capital resources. The expenses incurred for filing periodic reports and implementing disclosure controls and procedures may be as high as $70,000 USD annually. In ~~Demand~~other ~~For~~words, ~~Our~~due ~~Products~~to our limited resources, we may have to allocate resources away from other productive uses in order to pay any expenses we incur in order to comply with our obligations as an SEC reporting company. Further, there is no guarantee that we will have sufficient resources to meet our reporting and filing obligations with the SEC as they come due.

If national retail sales levels decrease due to a broader economic downturn, discretionary spending and as a result, the demand for our services and products would likely decline. This decrease could reduce our opportunity for growth, increase our marketing and sales costs, and reduce our sales volume and force us to reduce the prices we can charge for products, which could reduce our revenue and operating results, if any.11

WeThe ~~Face~~time ~~Corporate~~and ~~Governance~~cost ~~Risks~~of ~~And~~preparing ~~Negative~~a ~~Perceptions~~private company Ofto ~~Investors~~become ~~Associated~~a ~~With~~public ~~The~~reporting ~~Fact~~company ~~That~~may Wepreclude ~~Currently~~us ~~Have~~from ~~Only~~entering ~~One~~into ~~Officer~~an ~~And~~acquisition ~~Director.~~or merger with the most attractive private companies and others

~~Lance~~From ~~Williams~~time isto ~~our~~time ~~sole~~the ~~officer~~Company ~~and~~may ~~director.~~come Asacross target ~~such,~~merger hecompanies. ~~has~~These ~~significant~~companies ~~control~~may ~~over~~fail ~~our~~to ~~business~~comply ~~direction.~~with ~~Additionally,~~SEC asreporting herequirements ismay ~~our~~delay ~~only~~or ~~director,~~preclude ~~there~~acquisitions. ~~are~~Sections 13 noand ~~other~~15(d) ~~members~~ of the ~~Board~~Exchange ofAct ~~Directors~~require ~~available~~reporting companies to ~~second~~provide ~~and/or~~certain ~~approve~~information ~~related~~about ~~party~~significant ~~transactions involving Mr. Williams~~acquisitions, including certified ~~the~~financial ~~compensation~~statements ~~Mr.~~for ~~Williams may be paid and~~ the ~~employment~~company ~~agreements~~acquired, wecovering ~~may~~one ~~enter~~or ~~into~~two ~~with Mr. Williams. Additionally~~years, ~~there~~depending ison nothe ~~segregation~~relative size of ~~duties~~the ~~between officers because Mr~~acquisition. The ~~Williams~~time ~~is our sole officer,~~ and asadditional ~~such,~~costs hethat ismay ~~solely~~be ~~responsible~~incurred ~~for~~by ~~the~~some ~~oversight~~target ofentities ~~our~~to ~~accounting~~prepare ~~functions.~~these ~~Therefore,~~statements ~~investors~~ may ~~perceive~~significantly ~~that~~delay ~~because~~or noessentially preclude ~~other~~consummation ~~directors~~of ~~are~~an ~~approving related party transactions involving Mr~~acquisition. ~~Williams~~Otherwise, ~~and~~suitable noacquisition ~~other~~prospects ~~officers~~that ~~are~~do ~~approving~~not ~~our~~have ~~financial~~or ~~statements that such transactions~~ are ~~not~~unable ~~fair~~ to obtain the ~~Company~~required audited ~~and/or that such financial~~ statements may ~~contain errors. The price of our common stock may~~ be ~~adversely~~inappropriate ~~affected~~for ~~and/or~~acquisition ~~devalued~~so ~~compared~~long toas ~~similarly sized companies with multiple officers and directors due to~~ the ~~investing~~reporting ~~public’s~~requirements ~~perception~~ of ~~limitations facing our Company due to~~ the ~~fact~~Exchange ~~that~~Act weare ~~only have one officer and director~~applicable.

9A ~~Table~~Business may result in a change of control ~~Contents~~and a change of management.

~~Risks~~In ~~Related~~conjunction Towith ~~Our~~completion ~~Industry~~of a business acquisition, it is anticipated that we may issue an amount of our authorized but unissued common or preferred stock which represents the majority of the voting power and equity of our capital stock, which would result in stockholders of a target company obtaining a controlling interest in us. As a condition of the business combination agreement, our current stockholders may agree to sell or transfer all or a portion of our common stock as to provide the target company with all or majority control. The resulting change in control may result in removal of our present officers and directors and a corresponding reduction in or elimination of their participation in any future affairs.

~~Competition~~We ~~from~~depend ~~New~~on ~~and~~our ~~Existing~~officers ~~Competitors~~and ~~within~~the ~~our~~loss ~~Industry~~of ~~Could~~their ~~Have~~services would have an ~~Adverse~~adverse ~~Effect~~effect on our ~~Results of Operation~~business

~~The~~We ~~e-cigarette~~have ~~and~~officers ~~vaporizer industry is highly competitive. Our principal competitors include local~~ and ~~international~~directors ~~companies~~of ~~capable~~the ofCompany ~~competing~~that ~~effectively~~are incritical to our ~~markets;~~chances ~~many~~for ofbusiness ~~them~~success. ~~possess~~We ~~substantially~~are ~~greater~~dependent ~~financial~~on ~~and~~their ~~other~~services ~~resources~~to ~~than~~operate ~~we do. Additionally,~~ our ~~larger~~business ~~competitors~~and ~~may~~the beloss ~~able~~of tothese ~~devote greater resources to developing~~persons, ~~promoting~~or ~~and~~any ~~selling~~of them ~~their~~would ~~products~~have ~~and~~an ~~services.~~adverse Weimpact ~~may~~on ~~also~~our ~~face~~future ~~increased~~operations ~~competition~~until ~~due~~such totime ~~the~~as ~~entry~~he ofor ~~new~~she ~~competitors.~~could Asbe ~~a result of this competition~~replaced, weif ~~may~~he ~~experience~~could ~~lower~~be ~~sales~~replaced. ifWe do ~~our~~not ~~prices~~have ~~are~~employment ~~undercut~~contracts or ~~advanced~~employment ~~technology~~agreements iswith ~~brought~~our ~~to market~~officers, ~~which would likely have an adverse effect on our results of operations~~ and ~~force~~we usdo tonot ~~curtail~~carry orkey ~~abandon~~man ~~our~~life ~~current~~insurance ~~business~~on ~~plan~~their lives.

~~Our~~Because ~~Results~~we ofare ~~Operations~~significantly ~~May~~smaller Bethan ~~Negatively~~some ~~Affected~~of byour ~~Sustained~~competitors, we ~~Downturns~~may orlack ~~Sluggishness in~~ the ~~Economy,~~resources ~~Which~~needed ~~Are~~to ~~Beyond~~capture ~~our~~market ~~Control~~share

~~Declines~~The carbon neutrality and air purification industry is highly competitive, and our business plan has not been implemented and we are smaller in ~~demand~~size ~~for~~than ~~consumer~~some ~~products~~of our competitors. We are at a disadvantage as a blank ~~result~~check ofcompany, ~~economic~~we ~~downturns~~do ~~may~~not ~~reduce~~have an established business. Many of our ~~potential~~competitors ~~cash~~have ~~flows~~an already established their business, ~~especially~~more established ifmarket ~~our~~presence, ~~customers~~and ~~experience~~substantially agreater ~~reduction~~financial, inmarketing, ~~disposable~~and ~~income~~other resources than do we. New competitors may emerge and may develop new or ainnovative ~~shift~~products inthat ~~their~~compete ~~spending~~with ~~patterns~~our anticipated future production. No assurance can be given that we will be able to compete successfully within the international education industry.

~~Demand~~Our ~~for~~ability ~~retail~~to ~~goods~~use ~~can~~our ~~change~~net asoperating aloss ~~result~~carry-forwards ofand certain aother ~~number~~tax ofattributes ~~microeconomic~~may ~~and~~be ~~macroeconomic factors:~~limited

·We ~~The~~have ~~cost~~incurred ~~and~~losses ~~availability~~during ofour ~~consumer~~history. ~~credit~~To isthe ~~directly~~extent ~~correlated~~that ~~with~~we ~~consumer~~continue to ~~demand.~~generate Astaxable ~~interest~~losses, ~~rates~~unused ~~for~~losses ~~consumer~~will ~~credit~~carry ~~increase,~~forward ~~and~~to asoffset ~~credit~~future ~~availability~~taxable isincome, ~~constrained~~if any, ~~demand~~until ~~for~~such ~~retail~~unused ~~goods~~losses expire. Under Sections 382 and ~~services~~383 ~~declines.~~of ·the ~~General~~Internal ~~economic~~Revenue ~~conditions~~Code of 1986, ~~including~~as ~~downturns~~amended, if a corporation undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in ~~the~~its ~~United~~equity ~~States~~ownership over a three-year period, ~~Canada~~the corporation’s ability to use its pre-change net operating loss carry-forwards, or NOLs, and other ~~economies~~pre-change ~~that~~tax ~~affect~~attributes ~~consumer~~(such ~~buying~~as ~~could~~research ~~negatively~~tax ~~affect~~credits) to offset its post-change income may be limited. We may experience ownership changes in the ~~demand~~future ~~for~~because of subsequent shifts in our ~~products;~~stock ownership. ~~and~~As ·a ~~Federal~~result, ~~state~~if ~~and~~we ~~foreign~~earn ~~regulations~~net ~~and~~taxable ~~legislation~~income, ~~which~~our ~~could~~ability ~~increase~~to use our ~~cost~~pre-change ofnet ~~doing~~operating ~~business~~loss carryforwards to offset U.S. federal taxable income may be subject to limitations, which could potentially result in ~~turn~~increased ~~reduce~~future tax liability to us. In addition, at the ~~demand~~state ~~for~~level, ~~our~~there ~~products~~may ~~and~~be ~~cause~~periods ~~our~~during ~~ability~~which tothe ~~generate~~use ~~revenues~~of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

~~The Long-Term Financial Condition of Our Businesses Is Dependent on the Continued and Secure Use of the Internet~~12

Our ~~business~~ability isto ~~dependent~~hire ~~upon~~and ~~the~~retain ~~continued~~key ~~availability~~personnel will ofbe ~~the~~an ~~internet~~important tofactor ~~users~~ in ~~a secure environment. Should~~ the ~~infrastructure~~success ~~that provides the essential functions necessary for the operation~~ of ~~the internet experience temporary or prolonged failure,~~ our business ~~will~~and ~~not~~a befailure ~~able~~ to ~~operate.~~hire ~~Furthermore,~~and ~~should~~retain ~~the~~key ~~security~~personnel ofmay ~~making~~result ~~online purchases become compromised, consumer confidence~~ in ~~making~~our ~~online~~inability to ~~transactions~~manage ~~could decrease,~~ and asimplement ~~a result,~~ our business ~~operations and financial condition could be adversely affected.~~plan

~~Risks~~Our ~~Related~~management has limited experience in the carbon neutrality and air purification industry and we may not be able to ~~Our~~attract ~~Financial~~and ~~Condition~~retain the necessary qualified personnel. If we are unable to retain or to hire qualified personnel as required, we may not be able to adequately manage and implement our business plan.

~~There~~Legal Isdisputes ~~Substantial~~could ~~Uncertainty~~have ~~About~~an ~~Our~~impact ~~Ability~~on Toour ~~Continue As A Going Concern.~~Company

InWe ~~their~~plan ~~audit report, our auditors have expressed an opinion that substantial doubt exists as~~ to ~~whether~~engage wein ~~can continue as an ongoing~~ business. Wematters ~~have~~that ~~limited~~are ~~revenues~~common ~~and continue~~ to ~~require~~the ~~substantial capital to develop our~~ business. world ~~Because~~that ~~our~~can ~~activities~~result ~~have~~in ~~been~~disputations ~~financed from a small group~~ of ~~private investors, we have~~ a ~~concentration~~legal ~~of sources of funding~~nature. In ~~Failure~~the toevent ~~receive~~the ~~future~~Company ~~capital~~is ~~from~~ever ~~our~~sued ~~private investors,~~ or tofinds ~~replace~~it ~~that~~necessary ~~funding~~to ~~with~~bring ~~new~~suit against ~~investment capital~~others, ~~may~~there ~~require~~is usthe topotential ~~suspend~~that orthe ~~cease~~results ~~our~~of ~~activities~~any ~~altogether~~such ~~which~~litigation could ~~result~~have inan ~~the~~adverse ~~loss~~impact ofon ~~your~~the ~~investment~~Company.

WeOur ~~Have~~common ~~Significant~~stock ~~Weaknesses~~is Inquoted ~~Our~~on ~~System~~the OfOTC ~~Internal~~MARKETS. ~~Controls~~An ~~That~~investment in ~~Could~~our ~~Subject~~common Usstock Tois ~~Regulatory~~risky ~~Scrutiny~~and Orthere ~~Impair~~can ~~Investor~~be ~~Confidence,~~no ~~Which~~assurance ~~Could~~that ~~Adversely~~the ~~Affect~~price ~~Our~~for ~~Business.~~our stock will not decrease substantially in the future

WeOur ~~have~~common ~~insufficient~~stock ~~personnel~~is quoted on the OTC Markets. The market for our stock has been volatile and has been characterized by large swings in the trading price that do not appear to ~~allow~~be usdirectly related to ~~segregate~~our ~~duties,~~business or financial condition. As a ~~limitation~~result, wean ~~have~~investment ~~deemed~~in aour ~~“material~~common ~~weakness”~~stock is risky and there can be no assurance that the price for our stock will not decrease substantially in the future.

~~Section~~Our ~~404~~stock oftrades ~~the~~below ~~Sarbanes-Oxley Act of 2002 requires companies to perform a comprehensive evaluation of their internal controls~~$5.00 Inper ~~connection~~share ~~with our on-going assessment of the effectiveness of our internal control over financial reporting, we have~~ and ~~may in the future discover "material weaknesses" in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness~~ is asubject ~~significant~~to ~~deficiency,~~special sales orpractice ~~combination~~requirements ~~of significant deficiencies,~~ that ~~results~~could inhave ~~more~~an ~~than~~adverse aimpact ~~remote~~on ~~likelihood~~any ~~that~~trading amarket ~~material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines "significant deficiency" as a deficiency~~ that ~~results~~may indevelop ~~more~~for ~~than~~our ~~a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.~~stock

10If ~~Table~~our stock trades below $5.00 per share and is subject to special sales practice requirements applicable to "penny stocks" which are imposed on broker-dealers who sell low-priced securities of ~~Contents~~this type. These rules may be anticipated to affect the ability of broker-dealers to sell our stock, which may in turn be anticipated to have an adverse impact on the market price for our stock if and when an active trading market should develop.

InOur ~~the event that a material weakness is identified~~officers, wedirectors ~~will attempt to adopt~~ and ~~implement~~principal ~~policies~~stockholders ~~and~~own ~~procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is~~ a ~~continuous~~large percentage ~~effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system~~ of ~~internal controls that is adequate to satisfy~~ our ~~reporting~~issued ~~obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement~~ and ~~maintain~~outstanding ~~adequate~~shares ~~controls over our financial process~~ and ~~reporting~~other instockholders ~~the future. We may not~~ have ~~the~~little ~~financial~~ or ~~other~~no ~~resources~~ability to ~~maintain~~elect ~~effective~~directors ~~internal~~or ~~control.~~influence corporate matters

~~Future~~As ~~efforts~~of August 9, 2021, our officers, directors, and principal stockholders were deemed to ~~bring~~be the beneficial owners of approximately of our ~~system~~100% issued and outstanding shares of ~~internal~~Preferred ~~controls~~shares. These shares are convertible into ~~compliance~~500,000,000 ~~with~~shares ~~Section~~of ~~404~~common stock and ~~related~~represents ~~regulations~~94% ~~will~~of ~~likely~~our ~~require~~issued and outstanding common shares. As a result, such persons can determine the ~~commitment~~outcome of ~~significant~~any ~~financial~~actions ~~and~~taken ~~managerial~~by ~~resources.~~us Ifthat werequire ~~fail~~stockholder inapproval. ~~that~~For ~~effort~~example, wethey ~~could~~will be ~~subject~~able to ~~regulatory~~elect all ~~scrutiny~~of orour ~~suffer~~directors aand ~~loss~~control ofthe ~~investor~~policies ~~confidence,~~and ~~which~~practices ~~could~~of ~~adversely~~the ~~affect our business~~Company.

~~Risks Related to Our Securities~~13

WeRisks DoRelated ~~Not~~to ~~Anticipate~~Our ~~Paying~~Shareholders ~~Dividends~~and InShares of ~~The~~Common ~~Foreseeable Future.~~Stock

WeThere ~~have~~is ~~never~~presently ~~paid~~no ~~dividends~~public ~~and do not intend to pay any dividends~~ market for ~~the foreseeable future. To the extent that we may require additional funding currently not provided for in~~ our ~~financing plan, our funding sources may prohibit the declaration of dividends.~~ securities

WeOur ~~May~~common ~~Issue~~stock ~~Additional~~is ~~Shares~~not Ofcurrently ~~Common~~trading on ~~Stock~~any Ormarket, ~~Derivative~~and ~~Securities~~a ~~That~~robust ~~Will~~and ~~Dilute~~active ~~The~~trading ~~Percentage~~market ~~Ownership~~may ~~Interest~~never Ofdevelop. ~~Our~~Because ~~Existing~~of ~~Shareholders~~our ~~And~~current ~~May~~status ~~Dilute~~as ~~The~~a ~~Book~~“shell ~~Value~~company,” Rule ~~Per~~144 ~~Share~~is Ofnot ~~Our~~currently ~~Common~~available. ~~Stock~~Future ~~And~~sales ~~Adversely~~of ~~Affect~~our ~~The~~common ~~Terms~~stock Onby ~~Which~~existing ~~The~~stockholders ~~Company~~pursuant ~~May~~to ~~Obtain~~an ~~Additional~~effective ~~Capital~~registration statement or upon the availability of Rule 144 could adversely affect the market price of our common stock. A shareholder who decides to sell some, or all, of their shares in a private transaction may be unable to locate persons who are willing to purchase the shares, given the restrictions. Also, because of the various risk factors described above, the price of the publicly traded common stock may be highly volatile and not provide the true market price of our common stock.

Our ~~authorized capital consists of 100,000,000 shares of common~~ stock. ~~Our~~is ~~sole~~not ~~director has the authority~~traded, ~~without~~so ~~action~~you bymay be orunable ~~vote of our shareholders,~~ to ~~issue~~sell ~~all~~your ~~or part of the authorized~~ shares ofat ~~common and preferred stock for any corporate purpose, including for the conversion~~ or ~~retirement~~near ~~of debt. We are likely to seek additional equity capital in~~ the ~~future~~quoted asbid weprices ~~develop~~if ~~our~~you ~~business~~need and expand our operations. Any issuance of additional shares of common stock or derivative securities, such as convertible promissory notes, will dilute the percentage ownership interest of our shareholders and may dilute the book value per share of our common stock. Additionally, the exercise or conversion of derivative securities could adversely affect the terms on which the Company can obtain additional capital. Holders of derivative securities are most likely to ~~voluntarily~~sell ~~exercise~~a orsignificant ~~convert~~number ~~their derivative securities when the exercise or conversion price is less than the market price for the underlying common stock. Holders~~ of ~~derivative~~your ~~securities will have the opportunity to profit from any rise in the market value of our common stock or any increase in our net worth without assuming the risks of ownership of the underlying~~ shares ~~of our common stock. It is possible that, due to additional share issuance, the value of our securities may decline in value or become worthless.~~

~~Our~~Even ~~sole~~if ~~director~~our ~~may~~stock ~~attempt~~becomes totrading, ~~use~~it ~~non-cash~~is ~~consideration~~likely that toour ~~satisfy~~common ~~obligations~~stock will be thinly traded, ~~which~~meaning ~~would~~that ~~likely~~the ~~consist~~number of ~~restricted~~persons ~~shares~~interested ofin purchasing our common ~~stock.~~shares ~~Our~~at ~~sole~~or ~~director~~near bid ~~has~~prices ~~authority,~~at ~~without~~any ~~action~~given time may be relatively small or ~~vote~~non-existent. This situation is attributable to a number of factors, including the ~~shareholders,~~fact tothat ~~issue~~we ~~all~~are ora ~~part~~small ofcompany ~~the~~which ~~authorized~~is ~~but~~relatively ~~unissued~~unknown ~~shares~~to ofstock ~~common~~analysts, stock. Inbrokers, ~~addition~~institutional investors and others in the investment community that generate or influence sales volume, and that even if awe ~~trading~~came ~~market~~to ~~develops~~the ~~for~~attention ~~our~~of ~~common~~such ~~stock~~persons, wethey ~~may~~tend to ~~attempt~~be risk-averse and would be reluctant to ~~raise~~follow ~~capital~~an byunproven ~~selling~~company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned and viable. Consequently, there may be periods of several days or more when trading activity in our ~~common~~shares ~~stock~~is minimal or non-existent, ~~possibly~~as atcompared to a ~~discount~~seasoned toissuer ~~market.~~which ~~These~~has ~~actions~~a ~~will~~large ~~result~~and insteady ~~dilution~~volume of ~~the~~trading ~~ownership~~activity ~~interests~~that will ofgenerally ~~existing~~support ~~shareholders,~~continuous ~~may~~sales ~~further~~without ~~dilute~~an adverse effect on share price. We cannot give you any assurance that a broader or more active public trading market for our common ~~stock~~shares ~~book~~will ~~value~~develop or be sustained, ~~and~~or that ~~dilution~~current ~~may~~trading levels will be ~~material~~sustained. ~~Such~~Due to ~~issuances~~these ~~may~~conditions, ~~also~~we ~~serve~~can togive ~~enhance~~you ~~existing~~no ~~management’s~~assurance ~~ability~~that you will be able to ~~maintain~~sell ~~control~~your ofshares ~~the~~at ~~Company~~or ~~because~~near ~~the~~bid ~~shares~~prices ~~may~~or beat ~~issued~~all toif ~~parties~~you need money or ~~entities~~otherwise ~~committed~~desire to ~~supporting~~liquidate ~~existing~~your ~~management~~shares.

Our ~~Shares~~common ~~Trade~~stock ~~under~~is ~~$5.00~~be ~~per~~considered ~~Share~~a “penny stock,” and ~~Thus~~thereby ~~are~~be ~~Considered~~subject to beadditional asale ~~Penny Stock. Trading in Penny Stocks Has Many Restrictions~~ and ~~These~~trading ~~Restrictions~~regulations ~~Could~~that ~~Severely~~may ~~Affect~~make ~~the~~it ~~Price~~more ~~and~~difficult ~~Liquidity~~to ~~of our Shares.~~sell

AsA ~~our~~common stock ~~trades below $5.00 per share, our stock~~ is ~~known as~~ a "“penny stock,"” if ~~which~~it ismeets ~~subject~~one toor ~~various~~more ~~regulations~~of ~~involving disclosures to be given to you prior to~~ the ~~purchase~~following ofconditions ~~any penny stock. The U.S. Securities and Exchange Commission~~ (~~the "SEC"~~i) ~~has~~the ~~adopted regulations which generally define a "penny~~ stock" totrades beat ~~any equity security that has~~ a ~~market~~ price of less than $5.00 per share,; ~~subject~~(ii) toit ~~certain~~is ~~exceptions.~~not ~~Depending~~traded on ~~market fluctuations, our common stock could be considered to be~~ a ~~"penny~~“recognized” ~~stock."~~national Aexchange; ~~penny~~(iii) ~~stock~~it is ~~subject~~not toquoted ~~rules that impose additional sales practice requirements~~ on ~~broker/dealers who sell these securities to persons other than established customers and accredited investors. For transactions covered by these rules,~~ the ~~broker/dealer~~Nasdaq ~~must~~Capital ~~make a special suitability determination for the purchase of these securities. In addition~~Market, heor ~~must~~even ~~receive~~if ~~the purchaser's written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently~~so, ~~the~~has ~~"penny~~a ~~stock"~~price ~~rules~~less ~~may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them~~than $5.00 ~~Penny~~per ~~stocks~~share; ~~are~~or ~~low~~(iv) ~~priced~~is ~~securities~~issued ~~that~~by ~~do not have~~ a ~~very~~company ~~high~~that ~~trading~~has ~~volume.~~been ~~Consequently,~~in ~~the~~business ~~price~~less ofthan ~~the~~three ~~stock~~years iswith ~~often~~net ~~volatile~~tangible ~~and~~assets ~~you~~less ~~may~~than ~~not be able to buy or sell the stock when you want to~~$5 million.

11The ~~Table~~principal result or effect of ~~Contents~~being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” regulations set forth in Rules 15g-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor’s account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

~~Financial Industry Regulatory Authority ("FINRA") Sales Practice Requirements May Also Limit Your Ability To Buy And Sell Our Common Stock, Which Could Depress The Price Of Our Shares.~~14

~~FINRA~~We rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements may ~~make~~issue it more ~~difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our~~ shares, ~~have~~in an ~~adverse~~acquisition or ~~effect on the market for our shares~~merger, ~~and~~which ~~thereby~~will ~~depress~~result ~~our~~in ~~share~~substantial ~~price.~~dilution

WeOur ~~Incur~~Articles ~~Significant~~of ~~Increased~~Incorporation, ~~Costs~~as Asamended, Aauthorize ~~Result~~the OfCompany ~~Operating~~to issue Asan aggregate of 100,000,000 shares of common stock of which 30,000,000 shares are currently outstanding and 1,000,000 shares of Preferred A ~~Fully~~Stock ~~Reporting~~are authorized, of which 500,000 shares are outstanding. Any acquisition or merger effected by the Company Asmay ~~Well~~result in Asthe issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, shares of our common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. In ~~Connection~~an ~~With~~acquisition ~~Section~~type ~~404~~transaction, Ofour ~~The~~Board ~~Sarbanes~~of ~~Oxley~~Directors ~~Act~~has the power to issue any, or all, of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock are issued in connection with a business combination or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially adversely affected.

WeObtaining ~~incur~~additional ~~legal,~~capital ~~accounting and other expenses in connection with our status as a fully reporting public company. The Sarbanes-Oxley Act of 2002 (~~though the ~~"Sarbanes-Oxley~~sale Act") and rules subsequently implemented by the SEC have imposed various requirements on public companies, including requiring changes in corporate governance practices. As such, our management and other personnel will need to devote a substantial amount of ~~time~~common tostock ~~these compliance initiatives. Moreover, these rules and regulations~~ will ~~increase~~result our legal and financial compliance costs and make some activities more time-consuming and costly. The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure of controls and procedures. In particular, we must perform system and process evaluation and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting. Our testing may reveal deficiencies in ~~our~~dilution internal controls over financial reporting that are deemed to be material weaknesses. Our compliance with Section 404 and our status as a publicly reporting company will require that we incur substantial accounting, legal and filing expenses and expend significant management efforts. We currently do not have an internal audit group, and we may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the requirements of ~~Section~~stockholder 404 in a timely manner, the market price of our stock, if any, could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.interests

~~Item~~We 2may raise additional funds in the future by issuing additional shares of common stock or other securities, which may include securities such as convertible debentures, warrants or preferred stock that are convertible into common stock. ~~Properties~~Any such sale of common stock or other securities will lead to further dilution of the equity ownership of existing holders of our common stock. Additionally, the existing conversion rights may hinder future equity offerings, and the exercise of those conversion rights may have an adverse effect on the value of our stock. If any such conversion rights are exercised at a price below the then current market price of our shares, then the market price of our stock could decrease upon the sale of such additional securities. Further, if any such conversion rights are exercised at a price below the price at which any stockholder purchased shares, then that particular stockholder will experience dilution in his or her investment.

WeOur ~~maintain~~directors ~~our~~have ~~business~~the ~~office~~authority atto authorize ~~422~~the E.issuance ~~Vermijo~~of ~~Ave.~~preferred ~~Suite 19, Colorado Springs, CO 80903. Our telephone number is (719) 219-06336.~~ stock

OnOur ~~February~~Articles 17of Incorporation, ~~2016~~as amended, authorize wethe ~~entered~~Company ~~into~~to aissue ~~lease~~an ~~agreement~~aggregate ~~for~~of 1,000,000 shares of Preferred Stock. Our directors, without further action by our ~~business~~stockholders, have ~~office~~the authority to issue shares to be determined by our board of directors of Preferred Stock with ~~422~~the ~~East~~relative ~~Vermijo~~rights, ~~Investments~~conversion rights, ~~LLC~~voting (rights, preferences, special rights, and qualifications as determined by the ~~“Landlord”)~~board without approval by the shareholders. Any ~~The~~issuance ~~material~~of ~~terms~~Preferred Stock could adversely affect the rights of holders of common stock. Additionally, any future issuance of preferred stock may have the ~~lease~~effect ~~agreement~~of ~~are~~delaying, asdeferring, ~~follows:~~or preventing a change in control of the Company without further action by the shareholders and may adversely affect the voting and other rights of the holders of common stock. Our Board does not intend to seek shareholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.

·We ~~Monthly~~have ~~rent~~never ofpaid ~~$385~~dividends ~~is due in advance~~ on ~~the~~our common ~~first day of each month. · The term is one-year through February 28~~stock, ~~2017~~nor ·are ~~The~~we ~~Landlord~~likely ~~will provide customary utilities~~ to uspay ~~including,~~dividends ~~electricity, air conditioning and heating, hot and cold water, janitorial services, and lighting~~ in ~~common~~the ~~areas~~foreseeable future. ~~· We agreed to indemnify~~Therefore, ~~defend~~you ~~and~~may ~~hold~~not ~~harmless~~derive ~~The Landlord from~~ any ~~loss,~~income ~~attorney's~~solely ~~fees,~~from ~~court and other costs, or claims arising out~~ ownership of ~~use~~our ~~of the premises.~~stock

~~Item~~We 3have never declared or paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. ~~Legal~~We ~~Proceedings~~anticipate that any funds available for payment of dividends will be re-invested into the Company to further our business strategy. This means that your potential for economic gain from ownership of our stock depends on appreciation of our stock price and will only be realized by a sale of the stock at a price higher than your purchase price.

~~We currently have no legal proceedings pending nor have any legal proceeding been threatened against us or any of our officers, directors or control persons of which we are aware.~~15

Item 41B. ~~Mine~~Unresolved ~~Safety~~Staff ~~Disclosures~~Comments

~~Not applicable.~~None

12Item ~~Table~~2. ~~of Contents~~Properties

~~PART~~We IIdo not own any property and do not pay for office space.

Item 53. ~~Market~~Legal ~~for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~Proceedings

~~Market~~There ~~Information~~are not any material pending legal proceedings to which the Registrant is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.

~~Our~~Item ~~common stock is quoted on the Over the Counter Bulletin Board under the symbol “NHLE”~~4. ~~From~~Mine ~~June~~Safety 3, 2013 to June 12, 2014 our stock traded under the symbol GANK. The following table sets forth, for the respective periods indicated, the prices of the common stock in the over-the-counter market, as reported and summarized by the OTC Bulletin Board. Such prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.Disclosures

	Low Price		High Price
Quarter ended
May 31, 2016	$	0.0050	$	0.0067
February 28, 2016		0.0050		0.0200
November 30, 2015		0.0100		0.0600
August 31, 2015		0.0540		0.0670
May 31, 2015	$	0.0510	$	0.1299
February 28, 2015		0.1185		0.5800
November 30, 2014		0.3200		0.5700
August 31, 2014		0.1950		0.8200

N/A

The Company's common stock is considered a "penny stock" as defined in the Commission's rules promulgated under the Exchange Act (the “Rules”). The Commission's rules regarding penny stocks impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally persons with net worth in excess of $1,000,000, exclusive of their residence, or an annual income exceeding $200,000 or $300,000 jointly with their spouse). For transactions covered by the rules, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Thus the Rules affect the ability of broker-dealers to sell the Company's shares should they wish to do so because of the adverse effect that the Rules have upon liquidity of penny stocks. Unless the transaction is exempt under the Rules, under the Securities Enforcement Remedies and Penny Stock Reform Act of 1990, broker-dealers effecting customer transactions in penny stocks are required to provide their customers with (i) a risk disclosure document; (ii) disclosure of current bid and ask quotations if any; (iii) disclosure of the compensation of the broker-dealer and its sales personnel in the transaction; and (iv) monthly account statements showing the market value of each penny stock held in the customer's account. As a result of the penny stock rules, the market liquidity for the Company's securities may be severely adversely affected by limiting the ability of broker-dealers to sell the Company's securities and the ability of purchasers of the securities to resell them.16

~~Holders~~PART II

AsItem of5. ~~the~~Market ~~date~~Price ~~of this report, we had 3 shareholders of record, not including shares held at brokerage firms,~~ and ~~30,000,000~~Dividends ~~shares~~on ofthe ~~common~~Registrant’s ~~stock~~Common ~~issued~~Equity and ~~outstanding.~~Related Stockholder Matters

~~Dividend~~(a) ~~Policy~~Market information.

WeOur ~~have~~common ~~not~~stock ~~declared~~is orquoted ~~paid~~on ~~any~~the ~~dividends~~OTC onMarkets. ~~our~~The ~~common~~market for our stock has tobeen ~~date.~~volatile Weand ~~anticipate~~has ~~that~~been ~~any~~characterized ~~future~~by ~~earnings~~large ~~will~~swings bein ~~retained~~the astrading ~~working~~price ~~capital~~that ~~and~~do ~~used~~not ~~for~~appear to be directly related to our business or ~~purposes~~financial condition. ~~Accordingly~~As a result, itan investment in our common stock is ~~unlikely~~risky and there can be no assurance that wethe ~~will~~price ~~declare~~for orour ~~pay~~stock will ~~any~~not ~~such~~decrease ~~dividends~~substantially in the ~~foreseeable~~ future.

~~Recent~~(b) ~~Sales of Unregistered Securities~~Holders.

~~None~~As of March 28, 2022, there are approximately 4 holders of an aggregate of 30,000,000 shares of our Common Stock issued and outstanding.

13(c) ~~Table of Contents~~Dividends.

~~Stock~~We ~~Plans~~have not paid any cash dividends to date and do not anticipate or contemplate paying dividends in the foreseeable future. It is the president intention of management to utilize all available funds for the development of the Registrant’s business.

~~The~~(d) ~~Company~~Securities ~~does~~authorized ~~not~~for ~~have~~issuance ~~any~~under equity ~~stock~~compensation plans ~~or outstanding options or warrants~~.

~~Use of Proceeds From Sale of Registered Securities~~None.

~~Not~~Item ~~applicable~~6. [Reserved]

~~Item 6. Selected Financial Data~~N/A

~~Because~~Item ~~the~~7. ~~Company~~Management’s isDiscussion aand ~~smaller~~Analysis ~~reporting~~of ~~company,~~Financial itCondition isand ~~not~~Results ~~required~~of ~~to provide the information required by this Item 6.~~Operations

~~Item~~This 710-K was also incorporated in our registration statement filed under Form 10. ~~Management’s~~Moving ~~Discussion~~forward we will file with the SEC annual and ~~Analysis~~quarterly information and other reports that are specified in the Securities Exchange Act of ~~Financial~~1934, ~~Condition~~as amended (the “Exchange Act”), and ~~Results~~SEC regulations. Thus, we will need to ensure that we will have the ability to prepare, on a timely basis, financial statements that comply with SEC reporting requirements following the effectiveness of ~~Operations~~our registration statement. We will also become subject to other reporting and corporate governance requirements, including the listing standards of any securities exchange upon which we may list our Common Stock, and the provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the regulations promulgated hereunder, which impose significant compliance obligations upon us. As a public company, we will be required, among other things, to:

~~This~~· ~~section~~Prepare ~~of the report includes a number of forward-looking statements that reflect our current views with respect to future events~~ and ~~financial~~distribute ~~performance.~~reports ~~Forward-looking statements are often identified by words like: "believe", "expect", "estimate", "anticipate", "intend", "project"~~ and ~~similar~~other ~~expressions,~~stockholder orcommunications ~~words~~in ~~that,~~compliance bywith ~~their~~our ~~nature,~~obligations ~~refer~~under ~~to future events. You should not place undue certainty on these forward-looking statements, which apply only as of~~ the ~~date~~federal ofsecurities ~~this~~laws ~~report. These forward-looking statements are subject to certain risks~~ and ~~uncertainties~~the ~~that~~applicable ~~could~~national ~~cause~~securities ~~actual~~exchange ~~results~~listing ~~to differ materially from historical results or our predictions.~~rules;

~~Overview~~· Define and expand the roles and the duties of our Board of Directors and its committees;

We· ~~are~~Institute anmore ~~early-stage~~comprehensive ~~company~~compliance, ~~incorporated~~investor inrelations ~~the State of Nevada on March 8, 2012, as a for-profit company,~~ and aninternal ~~established~~audit fiscal year of May 31. We previously operated under the name Gankit Corporation while we operated a retail penny auction site. On May 12, 2014, Riverview Heights, LLC purchased 20,000,000 shares of common stock of the 30,000,000 total issued and outstanding shares common stock of Gankit Corporation becoming the Majority Shareholder and changed the nature of the business from a penny auction site to a seller of e-cigarettes.functions;

~~Plan~~· ofInvolve ~~Operation~~and retain outside legal counsel and accountants in connection with the activities listed above.

Our plan of operation revolves around the development and commercialization of technologies related to the medical marijuana market. As more states legalize medical marijuana there will be increasing opportunities for us to commercialize new technologies designed to for this sector. The first product we have commercialized is the Nhale.17

~~The~~Management ~~Nhale~~for iseach ayear ~~herbal~~commencing ~~vaporizer~~with ~~pen~~the year inending aDecember ~~convenient~~31, ~~multi-use~~2021, ~~kit~~must assess the adequacy of our internal control over financial reporting. ~~The~~Our ~~multi~~internal control over financial reporting will be required to meet the standards required by Section 404 of the Sarbanes-~~purpose~~Oxley ~~kit~~Act. ~~includes~~We ~~everything~~will ~~needed~~incur ~~for~~additional ~~vaporizing~~costs ~~dry~~in order ~~leaf~~to ~~herbs~~improve our internal control over financial reporting and comply with Section 404, ~~waxes~~including increased auditing and legal fees and costs associated with hiring additional accounting and administrative staff. Ultimately, ~~oils~~our efforts may not be adequate to comply with the requirements of Section 404. If we are unable to implement and ~~e-liquids~~maintain adequate internal control over financial reporting or otherwise to comply with Section 404, we may be unable to report financial information on a timely basis, may suffer adverse regulatory consequences, may have violations of the applicable national securities exchange listing rules, and may breach covenants under our credit facilities.

The significant obligations related to being a public company ~~began~~will ~~development~~continue to require a significant commitment of ~~the~~additional ~~Nhale~~resources ~~brand~~and inmanagement ~~June~~oversight ~~2014~~that will increase our costs and might place a strain on our systems and resources. As a result, ~~obtaining~~our management’s attention might be diverted from other business concerns. In addition, we might not be successful in implementing and maintaining controls and procedures that comply with these requirements. If we fail to maintain an effective internal control environment or to comply with the ~~product~~numerous ~~through~~legal and ~~outsourced~~regulatory requirements ~~manufacturer~~imposed ~~selected~~on public companies, we could make material errors in, and ~~engaged~~be required to restate, our financial statements. Any such restatement could result in a loss of public confidence in the reliability of our financial statements and sanctions imposed on us by the ~~Company~~SEC.

~~The~~NHLE ~~Nhale vaporizer pen uses vaporizer technology~~Inc. ~~The unit~~ is ~~discreet, and we believe it may be~~ a ~~healthier~~blank ~~alternative~~check tocompany ~~traditional smoking. The Nhale vaporizer pen allows the user to consumer to consume the herbal product without the harmful effects~~ and ~~toxins~~has no ~~produced~~operations. byOur ~~combustion,~~business ~~and~~plan ~~eliminates~~includes ~~the~~acquisitions ~~danger~~ of ~~second~~operating ~~hand smoke~~companies. ItIn ~~produces~~summary, ~~much~~NHLE ~~less~~is focused ~~odor~~on ~~and~~raising ~~can~~capital befor ~~used~~its inbusiness ~~public places~~plan. ~~The~~As ~~major benefit~~ of ~~the~~this ~~pen~~filing, iswe ~~that~~have itnot ~~allows~~raised ~~the~~any ~~consumer~~capital ~~to receive the effects or benefits of smoking the herbal product without the health~~ and ~~social~~our ~~risks~~business ~~involved~~is ~~with~~not ~~smoking.~~yet ~~Oils and other viscous liquids can also be used with the optional glass chamber that comes with the kit~~operational. ~~The parts are contained in an attractive case for maximum portability.~~

~~Vaporizer~~Results ~~pens consist~~ of ~~three~~Operations ~~components:~~for ANHLE ~~battery, an atomizer and a loadable cartridge or chamber~~Inc. ~~The~~—Comparison of ~~battery transfers energy to~~ the ~~atomizer.~~Years ~~The~~ended ~~atomizer~~December ~~heats~~31, ~~the~~2021 ~~air drawn into the electronic device to a temperature high enough that it vaporizes the active ingredient in the chamber. The vapor is then inhaled into the mouth~~ and ~~lungs~~2020 ~~simulating the smoking experience and delivering the essential components. The simulated “smoke” is simply water vapor that evaporates in a few seconds with little lingering odor.~~

~~14 Table of Contents~~Revenue

~~The~~We ~~Nhale~~had ~~vaporizer~~no ~~pen~~revenues ~~kit~~from isoperations ~~priced~~during either ~~competitively~~2021 ~~with~~or ~~the industry~~2020.

~~BUSINESS~~General ~~STRATEGY~~and Administrative Expense

~~The~~General ~~company recognizes two major trends: The increasing adoption of vaporizing~~ and ~~electronic~~Administrative ~~cigarettes,~~Expenses orwere ~~ecigs,~~Nil for by the ~~world’s~~year ~~1billion+~~ended ~~smokers~~December 31, ~~and~~2021 ~~the~~compared ~~decriminalization~~to ofNil ~~marijuana~~ for ~~medical~~the ~~use.~~year ~~Our~~ended ~~efforts~~December ~~are~~31, ~~centered~~2020, onan ~~introducing~~increase ~~innovative new technologies focusing on both~~ of ~~these market trends~~$0.

~~SALES~~Stock ~~and~~compensation ~~MARKETING STRATEGY~~expense

~~Nhale~~During isthe ~~committed~~year toended ~~developing~~December ~~key~~31, ~~partnerships and relationships to help it establish market presence and provided full service marketing~~2021, ~~including~~we incurred ~~Internet~~Nil ~~and~~on ~~social~~non-cash ~~media~~stock ~~marketing~~compensation inexpense ~~support~~from of the ~~product~~issuance ~~rollout.~~of Wecommon ~~are~~stock ~~currently~~for ~~working~~payment ~~with~~of ~~established~~debt ~~retail~~on ~~distributors~~behalf ~~who will perform the majority~~ of the ~~direct product marketing as part of our agreement with them~~company. ~~The~~There was ~~major~~no ~~distributor~~stock isissued ~~Evaps~~for ~~Distribution~~services ~~and~~or ~~Promotions,~~debt ~~who~~payment ~~has signed several retailers, including 12 retail locations~~ in ~~Houston,~~the ~~Texas.~~prior year.

~~CAPITAL~~Net ~~REQUIREMENTS~~Loss

IfWe wehad doa ~~not~~net ~~raise~~loss ~~any~~of ~~additional~~$370,950 ~~capital~~for wethe ~~will~~year ended ~~not~~December be31, ~~able~~2021, compared to ~~implement~~a ~~any~~net ~~facets~~loss of ~~our~~$280,950 ~~business~~for ~~plan~~the year ended December 31, 2020.

WeLiquidity ~~intend to pursue capital through public or private financing as well as borrowings~~ and ~~other~~Capital sources, such as our equity backed loans in order to finance our business activities. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to continue our operations may be significantly hindered.Resources

WeAs ~~cannot~~of ~~guarantee~~December we31, ~~will~~2021, bewe ~~successful~~had in$0 ~~our~~of ~~business~~cash, $3,067,602 ~~operations. Our business is subject to risks inherent~~ in ~~the~~liabilities, ~~establishment~~and of an ~~early~~accumulated ~~stage~~deficit ~~business~~of ~~enterprise~~$3,270,852. ~~including~~We ~~the~~used ~~financial~~zero ~~risks~~of ~~associated~~cash ~~with~~in ~~the~~operations ~~limited capital resources currently available to us~~ for the ~~implementation~~year ofended ~~our~~December ~~business strategies (See "Risk Factors"~~31, 2021 ~~above). To become profitable~~ and ~~competitive~~received ~~over~~net ~~the~~proceeds ~~long~~from ~~run, we must develop our business and marketing plan and execute such plan. Our management will attempt to secure~~ financing ~~through~~of ~~various means including borrowing and investment from institutions and private individuals~~$0.

~~Results~~The financial statements accompanying this Report have been prepared on a going concern basis, which contemplates the realization of ~~Operations~~assets and settlement of liabilities and commitments in the normal course of our business. As reflected in the accompanying financial statements, we have not yet generated any revenue, had a net loss of $370,950 and have an accumulated stockholders’ deficit of $3,067,602 as of December 31, 2021. These factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on our ability to raise additional funds and implement our business plan. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

~~For the Year Ended May 31, 2016 versus 2015~~18

~~Generally,~~Item ~~all categories of expense are reduced (except interest expense) during the fiscal year ended May 31, 2016 as compared with the same period in 2015~~7A. ~~During~~Quantitative ~~the current year, the company was evaluating which of its products to focus on or whether to further pursue the products at all,~~ and inQualitative soDisclosures ~~doing,~~About ~~reduced~~Market ~~all categories of spending, including the salary of our Chief Executive Officer and Board Chairman~~Risk. ~~Subsequent to May 31, 2016, the Company decided to resume activities.~~

~~Sales~~As ~~and~~of ~~marketing expenses - amounted to $13,850 for the fiscal year ended May~~ December 31, ~~2016 and was comprised of company promotional activities. The $84~~2021,~~749~~ we ~~spent~~were ~~during~~not ~~the~~subject ~~fiscal~~to ~~year~~any ~~ended~~market ~~May~~or ~~31,~~interest ~~2015~~rate ~~was various activities promoting our company and products~~risk. ~~The reduction in sales and marketing expenses was due to the aforementioned decrease in activity.~~

~~General~~Item ~~and administrative expenses - amounted to $275,648 in 2016 versus $506,737 in 2015~~8. ~~The~~Financial ~~reduction~~Statements ~~is principally due to reductions in Mr. Williams’ salary ($55,000), consulting expenses ($110,500)~~ and ~~compliance~~Supplementary ~~costs ($60,565)~~Data.

~~Interest~~This ~~expense~~information –appears ~~increased~~following Item 15 ~~from $129,748 in 2015 to $167,397 in 2016. The increase is a result~~ of ~~additional~~this ~~debts~~Report ~~accumulated during the current year,~~ and ~~from~~is ~~penalty~~included ~~rates~~herein ~~associated~~by ~~with our promissory notes in default~~reference.

~~Other~~Item ~~income – we had two events during the current year of forgiveness of debts~~9. ~~First,~~Changes ~~from~~in ~~our~~and ~~previous~~Disagreements ~~Chief Executive Officer, John Arnold: we recorded other income of $140,376 when we settled our debt~~ with ~~him~~Accountants ~~(see~~on ~~Note~~Accounting 8and toFinancial ~~the financial statements)~~Disclosure. Secondly, we recorded other income of $300,000 when we settled an outstanding obligation with a consultant. In the previous year, we recorded other income of $4,021 when we paid off a promissory note to Teton Global LLC whereupon they forgave the outstanding accrued interest. Also in the previous year, we had other income of $16,157 related to the expiration of certain bid deposits from the previous operations of the Company, Gankit Corporation.

~~15 Table of Contents~~N/A

~~Liquidity~~Item ~~and~~9A. ~~Capital~~Controls ~~Resources~~and Procedures

AsManagement’s Evaluation of ~~May~~Disclosure ~~31,~~Controls ~~2016~~and Procedures

AsOur ofdisclosure ~~May~~controls 31and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, ~~2016~~including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the ~~Company~~time ~~had~~periods ~~total~~specified ~~assets~~in the rules and forms of $5the SEC. Based upon that evaluation,~~425~~ our principal executive officer and principal financial officer concluded that, ~~comprised~~as of ~~cash~~the end of ~~$25~~the period covered by this report, our disclosure controls and ~~prepaid~~procedures ~~expenses~~were ofeffective at ~~$5,400~~the reasonable assurance level.

~~Our~~Management’s ~~current~~Report ~~liabilities~~on ~~consists~~Internal Control ofover ~~accounts~~Financial payable and accrued liabilities of $370,144; accounts payable – related party of $3,907, notes payable in default of $600,000 and short-term notes payable of $400,000. In addition, we have $85,000 of debt due in one year or greater and are classified as long-term.Reporting

~~Cash~~Our ~~flows~~management, ~~from~~with ~~Operating~~the ~~Activities~~participation of our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over our financial reporting. Our internal control system was designed to provide reasonable assurance to management regarding the preparation and fair presentation of published financial statements.

~~For~~Our ~~the~~management, ~~years~~consisting ~~ended~~of ~~May~~our 31principal executive officer and principal financial officer, ~~2016~~does not expect that our disclosure controls and ~~2015~~procedures or our internal controls over financial reporting will prevent all error and all fraud. A control system, weno ~~had~~matter ~~net~~how ~~cash~~well ~~used~~conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in ~~operations~~all control systems, no evaluation of ~~$85~~controls can provide absolute assurance that all control issues,~~636~~ misstatements, errors, and ~~$492~~instances of fraud,~~132~~ if any, ~~respectively~~within our company have been or will be prevented or detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks that internal controls may become inadequate as a result of changes in conditions, or through the deterioration of the degree of compliance with policies or procedures.

~~Cash flows from Investing Activities~~19

WeChanges ~~had~~in noInternal ~~cash~~Control ~~flows~~over ~~from investing activities for either year presented.~~Financial Reporting

~~Cash~~There ~~flows~~was ~~from~~no ~~Financing~~change ~~Activities~~in the Company’s internal control over financial reporting that occurred during the year ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~For~~Management's ~~the~~Assessment ~~years~~Regarding ~~ended~~Internal ~~May~~Control ~~31,~~Over ~~2016 and 2015, we had net cash provided by financing activities of $85,000 and $475,836.~~ Financial Reporting

~~Capital~~This ~~Requirements~~annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for our first annual report.

~~Currently~~Item ~~available cash is not sufficient to allow us to commence full execution of our business plan~~9B. ~~Our~~Other ~~business expansion will require significant capital resources that may be funded through the issuance of common stock or of notes payable or other debt arrangements that may affect our debt structure~~Information. Despite our current financial status we believe that we may be able to issue debt and equity in order to continue executing our business plan. However, there can be no assurance that we will be able to raise money in this fashion and have not entered into any agreements that would obligate a third party to provide us with capital.

If the Company is unable to raise the funds needed to support its operations, the Company will seek alternative financing through means such as borrowings from institutions or private individuals. There can be no assurance that the Company will be able to keep costs from being more than these estimated amounts or that the Company will be able to raise such funds. The Company may not be able to obtain additional capital or generate sufficient revenues to fund our operations. If we are unsuccessful at raising sufficient funds, for whatever reason, to fund our operations, the Company may be forced to seek a buyer for our business or another entity with which we could create a joint ventureN/A

~~Our~~Item ~~independent~~9C. ~~auditor~~Disclosure ~~has~~Regarding ~~expressed~~Foreign ~~substantial~~Jurisdictions ~~doubt about our ability to continue as a going concern and believes~~ that ~~our~~Prevent ~~ability is dependent on our ability to implement our business plan, raise capital and generate revenues~~Inspections. ~~See Note 2 of our financial statements.~~

~~Off-Balance Sheet Arrangements~~N/A

~~We currently do not have any off-balance sheet arrangements.~~20

~~Recent~~PART ~~Accounting Pronouncements~~III

WeItem ~~are~~10. ~~evaluating~~Directors, ~~the~~Executive ~~impact~~Officers ~~that~~and ~~recently~~Corporate ~~adopted accounting pronouncements discussed in the notes to the financial statements will have on our financial statements but do not believe their adoption will have a significant impact.~~Governance

16Our ~~Table~~Officers ofand ~~Contents~~directors and additional information concerning them are as follows:

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Name		Age				Position
Dr. Yang Chong Yi			60			CEO, President, Secretary, Treasurer, Director

~~Pursuant~~Officer to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).Bios

~~Item 8~~Dr. ~~Financial~~Yang ~~Statements~~Chong ~~and~~Yi, ~~Supplementary~~Chief ~~Data~~Executive Officer

~~Our~~Dr. ~~financial~~Yang ~~statements~~Chong ~~for~~Yi ~~the~~is ~~years~~experienced ~~ended~~in ~~May~~both ~~31, 2016~~ governmental and ~~2015~~private ~~and~~sectors, ~~the~~specializing ~~reports~~in ~~thereon~~investment ~~of MaloneBailey~~banking, ~~LLP~~and ~~are~~merger ~~included~~and ~~following~~acquisitions. ~~the~~Dr. ~~signature~~Yang ~~page~~has ofheld ~~this~~the ~~Form~~following ~~10-K.~~positions:

~~Item~~· 9.Deputy ~~Changes~~Chief in ~~and~~the ~~Disagreements~~Bureau ~~with~~of ~~Accountants~~Commodity onPrice ~~Accounting~~in Shanghai Development and ~~Financial~~Reform ~~Disclosure~~Center · Associate Director in Hongkong First Eastern Investment Group · General Manager in Shanghai First Food Investment Management Company · Managing Director of a state-owned private equity fund

~~None~~Dr. Yang also has experience consulting businesses in preparation for IPOs on listings on NASDAQ in addition to consulting commercial complex projects in the cities of New York and Los Angeles.

~~Item~~Dr. 9AYang Chong Yi is the author of “Winning at Quitting” and “The Economics of Popularity” and Visiting Professor at Shanghai Lixin Institute of Finance and Accounting, a Distinguished Research Institution at the Economic Development Research Center of the Shanghai Municipal Government. ~~Controls~~Lastly, Dr. Yang is Executive Secretary of the Financial and ~~Procedures~~Economic Committee (Shanghai) of the US-China International Chamber of Commerce.

~~Disclosure~~Item ~~Controls~~11. ~~and~~Executive ~~Procedures~~Compensation

WeFor ~~maintain~~each ~~disclosure~~of ~~controls and procedures (as defined in Rule 13a-15(e) under~~ the ~~Exchange~~fiscal ~~Act)~~years ~~that~~ended ~~are~~December ~~designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded~~31, ~~processed~~2021, ~~summarized~~ and ~~reported~~2020 ~~within~~there was ~~the~~no ~~time~~direct ~~period~~compensation ~~specified~~awarded into, ~~the~~earned ~~SEC’s rules and forms~~by, ~~and~~or ~~that~~paid ~~such~~by ~~information~~us ~~is accumulated and communicated~~ to ~~our~~any ~~management,~~of ~~including to~~ our ~~chief~~ executive ~~officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure~~officers.

As required by Rule 13a-15 under the Exchange Act, our chief executive officer Lance Williams, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2016. Based on that evaluation, Mr. Williams concluded that as of May 31, 2016, our internal controls over financial reporting were not effective to satisfy the objectives for which they are intended, because we do not have adequate personnel to properly segregate duties which result in a material weakness. We also don’t have a formal process to identify, authorize and approve related-party transactions, the lack of which results in a material weakness. Presuming that the Company is able to raise adequate capital for its needs (see Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of estimated capital requirements), management will endeavor to take the necessary steps to correct deficiencies over the next six months including deploying an adequate system of internal controls.21

~~This~~Item ~~annual~~12. ~~report~~Security ~~does~~Ownership ~~not include a report~~ of ~~management's~~Certain ~~assessment~~Beneficial ~~regarding~~Owners ~~internal~~and ~~control~~Management ~~over financial reporting or an attestation report of the Company's registered public accounting firm due to a transition period established by rules of the Securities~~ and ~~Exchange~~Related ~~Commission~~Stockholder ~~for emerging growth companies.~~Matters

~~There~~(a) ~~were~~Security noownership ~~changes~~of incertain our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reportingbeneficial owners.

~~Item~~The ~~9B.~~following ~~Other~~table ~~Information~~sets forth, as of December 31, 2021, the number of shares of common stock owned of record and beneficially by our executive officer, director and persons who beneficially own more than 5% of the outstanding shares of our common stock.

None.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class

Dr. Yang Chong Yi	500,000 Preferred A Shares	100%
19F, No.38 West Nanjing Road
Jing’An District
Shanghai, China 200041

Riverside Heights LLC	20,000,000 Restricted Common Shares	66%
Chas Bruck, Member
302 Pinesap Drive
Houston, TX 77079

17Item ~~Table~~13. ofCertain ~~Contents~~Relationships and Related Transactions, and Director Independence

~~PART~~Regulation ~~III~~S-K, Item 4, Section C require disclosure of promoters and certain control persons for registrants that are filing a registration statement on Form 10 under the Exchange Act and that had a promoter at any time during the past five fiscal years shall:

~~Item~~(i) ~~10.~~State ~~Directors~~the names of the promoter(s), ~~Executive~~the ~~Officers~~nature and ~~Corporate~~amount ~~Governance~~of anything of value (including money, property, contracts, options or rights of any kind) received or to be received by each promoter, directly or indirectly, from the registrant and the nature and amount of any assets, services or other consideration therefore received or to be received by the registrant; and

~~The~~(ii) ~~following~~As ~~table~~to ~~sets~~any ~~forth~~assets acquired ~~the~~or ~~name~~to ~~and~~be ~~age~~acquired ofby ~~our~~the ~~current~~registrant ~~sole~~from ~~officer~~a ~~and~~promoter, ~~director.~~state ~~Our~~the ~~Board~~amount ofat ~~Directors,~~which ~~currently~~the ~~consisting~~assets ~~solely~~were ofacquired ~~Mr.~~or ~~Williams.~~are ~~Our~~to ~~director~~be ~~will~~acquired and ~~serve~~the ~~until~~principle ~~the~~followed ~~earlier~~or ~~occurrence~~to ofbe ~~the~~followed ~~election~~in ofdetermining ~~his~~such ~~successor~~amount, atand identify the ~~next~~persons ~~meeting~~making ofthe ~~stockholders~~determination and their relationship, if ~~death~~any, ~~resignation~~with the registrant or ~~removal~~any promoter. If the assets were acquired by the ~~majority~~promoter ~~consent~~within oftwo ~~our~~years ~~shareholders~~prior to their transfer to the registrant, also state the cost thereof to the promoter.

Name		Age		Positions
Lance Williams		46		Chief Executive Officer, President, and Sole Director

Regulation S-K, Item 4, Section C require disclosure of promoters and certain control persons for registrants that are filing a registration statement on Form 10 under the Exchange Act and that had a promoter at any time during the past five fiscal years shall:

~~Lance~~(i) ~~Williams~~State the names of the promoter(s), ~~age~~the 46nature and amount of anything of value (including money, ~~Chief~~property, ~~Executive~~contracts, ~~Officer~~options or rights of any kind) received or to be received by each promoter, ~~President~~directly or indirectly, from the registrant and ~~Sole~~the ~~Director~~nature and amount of any assets, services or other consideration therefore received or to be received by the registrant; and

As President and CEO of Nhale, Inc., Lance Williams is responsible for all aspects of the company’s operations, including strategic planning, sales and sales channel creation, product development, customer care, cost control/reduction and technology strategies. 22

~~Prior~~(ii) As to ~~joining~~any ~~Nhale,~~assets acquired ~~Williams~~or ~~was~~to ~~engaged~~be inacquired ~~executive~~by ~~roles~~the registrant from a promoter, state the amount at ~~leading~~which ~~companies~~the ~~with~~assets ~~responsibility~~were ~~for~~acquired ~~financial~~or ~~administration,~~are ~~sales~~to ~~growth,~~be ~~marketing~~acquired and the principle followed or to be followed in determining such amount, and ~~corporate~~identify ~~strategy~~the ~~and~~persons ~~planning.~~making ~~During~~the ~~his~~determination ~~13-year~~and ~~management~~their ~~career~~relationship, if ~~Williams~~any, ~~successfully~~with ~~led~~the aregistrant ~~variety~~or ofany ~~projects~~promoter. ~~that~~If ~~created~~the ~~long-term~~assets ~~growth~~were ~~and~~acquired ~~profitability~~by in the ~~fields~~promoter ofwithin ~~financial~~two ~~operations~~years prior to their transfer to the registrant, ~~marketing~~also ~~and~~state ~~sales.~~the cost thereof to the promoter.

InSmall ~~earlier~~Cap ~~experiences~~Compliance, ~~Williams~~LLC, ~~was~~owner aRhonda ~~partner~~Keaveney, inis considered a ~~construction~~promoter(s) under ~~firm~~the ~~where~~meaning heof ~~joined~~Securities Act Rule 405. Small Cap Compliance, LLC was appointed custodian of the ~~management~~Company ~~team~~and under its duties stipulated by the Nevada court. Small Cap Compliance, LLC took initiative to organize the business of the issuer. As custodian, its duties were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company with ~~responsibility~~the Nevada Secretary of State. The custodian also had authority to enter into contracts and find a suitable merger candidate. In addition, Small Cap Compliance, LLC was compensated for ~~financial~~its ~~operations~~role as custodian and paid outstanding bills to creditors on behalf of the company. The custodian has not, and will not, receive any additional compensation, in the form of cash or stock, for custodian services. The custodianship was discharged on April 7, 2021.

~~Williams~~Under ~~attended~~Regulation ~~University~~S-K ofItem ~~Houston~~404(c)(2) ~~Downtown~~Registrants shall provide the disclosure required by paragraphs (c)(1)(i) and ~~Houston~~(c)(1)(ii) ~~Baptist~~of ~~University~~this Item as to any person who acquired control of a registrant that is a shell company, ~~focusing~~or onany ~~Accounting~~person ~~and~~that ~~Business~~is ~~Administration~~part of a group, consisting of two or more persons that agree to act together for the purpose of acquiring, holding, voting or disposing of equity securities of a registrant, that acquired control of a registrant that is a shell company.

~~Qualifications~~As asdiscussed ~~Director~~in Item 1, the Company is deemed a shell company. As disclosed in Item 4, there are several persons, Dr. Yang Chong Yi, is considered control person and acquired control of the Company. As discussed in Item 1, purchased 500,000 million shares of the Company’s Preferred A Shares. These shares represent the controlling block of stock and were purchased from Bridgeview Capital Partners.

~~The~~Dr. ~~Company~~Yang ~~believes~~Chong ~~that~~Yi ~~Mr.~~is ~~Williams'~~our 13CEO ~~plus~~and ~~years~~President. ofHe ~~experience~~is innot ~~business~~deemed ~~development~~to ~~and~~be independent ~~operational~~under ~~management~~applicable ~~make~~rules. ~~him~~We anhave ~~extremely~~not ~~valuable~~established ~~member~~any committees of ~~our~~the Board of Directors.

~~Involvement~~Except inas ~~Certain~~set ~~Legal~~forth ~~Proceedings~~above, there have been no related party transactions, or any other transactions or relationships required to be disclosed.

~~Our~~Item ~~sole~~14. ~~director~~Principal ~~and~~Accounting ~~executive~~Fees ~~officer~~and ~~has not been involved in any of the following events during the past ten years:~~Services

·BF ~~Any~~Borgers ~~bankruptcy~~CPA ~~petition~~PC filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; · Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (~~excluding traffic violations and other minor offenses~~“BFB”); ·served ~~Being~~as 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; or · Being found by a court of competent jurisdiction (in a civil action), the ~~Commission~~Company’s independent orauditor ~~the~~for ~~Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and~~ the ~~judgment~~year ~~has~~ended ~~not~~December ~~been reversed~~31, ~~suspended, or vacated~~2021.

~~Risk~~The ~~Oversight~~following table presents fees billed for professional audit services rendered by BFB in connection with its audits of the Company’s annual financial statements for the year ended December 31, 2021. The fees billed to the NHLE by BFB during 2021 were the following:

Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risks throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight among the Board of Directors, and fostering an appropriate culture of integrity and compliance with legal responsibilities.

	December 31,		December 31,
	2021		2020
ASSETS
Audit Fees	$	$12,000	$	–
Audit Related Fees (auditor admin. Fees)		–		–
Tax Fees		–		–
All Other Fees		–		–
Total Fees	$	$12,000	$	–

18As ~~Table~~used ofin ~~Contents~~the table above, the following terms have the meanings set forth below.

~~Conflicts of Interest~~23

AsAudit ofFees ~~the date of this filing, we have no employees, other than Mr. Williams, who currently devotes approximately 40 hours per week to our business as required from time to time.~~

InThe ~~general~~fees for professional services rendered in connection with the audit of the Company’s annual financial statements, ~~officers~~for ~~and~~the ~~directors~~review of athe ~~corporation~~financial ~~are~~statements ~~required~~included toin ~~present~~our ~~business~~Quarterly ~~opportunities~~Reports on toForm 10 and for services that are normally provided by the ~~corporation~~accountant ~~if:~~in connection with statutory and regulatory filings or engagements.

·Audit-Related ~~the~~Fees corporation could financially undertake the opportunity; · the opportunity is within the corporation's line of business; and · it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

~~Board~~The fees for assurance and related services that are reasonably related to the performance of ~~Directors~~the ~~Meetings~~audit or review of our financial statements.

~~The~~Tax ~~Company~~Fees ~~had zero formal meetings of the Board of Directors of the Company during the last fiscal year ending May 31, 2016 and instead took all actions via written consent of the sole director.~~

~~Committees~~The offees ~~the~~for ~~Board~~professional ofservices ~~Directors~~rendered for tax compliance, tax advice and tax planning.

~~Our~~All ~~sole~~Other ~~director~~Fees has not established any committees, including an Audit Committee, a Compensation Committee or a Nominating Committee, or any committee performing similar functions. The functions of those committees are being undertaken by our sole director. Because we do not have any independent directors, our sole director believes that the establishment of committees of the Board would not provide any benefits to our Company and could be considered more form than substance.

WeThe dofees ~~not~~for ~~have~~products aand ~~policy~~services ~~regarding~~provided, ~~the~~other ~~consideration~~than offor ~~any~~the ~~director~~services reported ~~candidates~~under ~~that may be recommended by our stockholders, including~~ the ~~minimum~~headings ~~qualifications~~“Audit ~~for Director Candidates~~Fees,” ~~nor~~“Audit ~~has~~Related ~~our~~Fees” ~~sole director established a process for identifying~~ and ~~evaluating~~“Tax ~~director nominees~~Fees.” WeThe ~~have~~Company ~~not~~has adopted a policy regarding the ~~handling~~services of ~~any~~its ~~potential~~independent ~~recommendation~~auditors ofunder ~~Director~~which ~~Candidates~~our byindependent ~~our~~accounting ~~stockholders,~~firm ~~including~~is ~~the~~not ~~procedures~~allowed to beperform ~~followed.~~any service ~~Our~~which ~~sole~~may ~~director~~have ~~has~~the ~~not~~effect ~~considered~~of orjeopardizing ~~adopted~~the ~~any~~registered ofpublic ~~these~~accountant’s ~~policies~~independence. asWithout welimiting ~~have~~the ~~never~~foregoing, the ~~received~~independent aaccounting ~~recommendation~~firm ~~from~~shall ~~any~~not ~~stockholder~~be ~~for~~retained ~~any candidate~~ to ~~serve~~perform onthe ~~our Board of Directors.~~following:

~~Given~~· ~~our~~Bookkeeping ~~relative~~or ~~size~~other ~~and~~services ~~lack~~related ofto ~~directors~~the ~~and~~accounting ~~officers~~records ~~insurance~~or ~~coverage,~~financial westatements do· ~~not~~Financial ~~anticipate~~information ~~that~~systems ~~any~~design ofand ~~our~~implementation ~~stockholders~~· ~~will~~Appraisal ~~make~~or ~~such~~valuation aservices, ~~recommendation~~fairness inopinions ~~the~~or ~~near~~contribution-in-kind ~~future.~~reports ~~While~~· ~~there~~Actuarial ~~have~~services ~~been~~· noInternal ~~nominations~~audit ofoutsourcing ~~additional~~services ~~directors~~· ~~proposed,~~Management infunctions ~~the~~· ~~event~~Broker-dealer, ~~such~~investment aadviser ~~proposal~~or isinvestment ~~made,~~banking ~~all~~services ~~current~~· ~~members~~Legal ofservices ~~our~~· ~~Board~~Expert ~~will~~services ~~participate~~unrelated into the ~~consideration of Director Nominees.~~audit

Our sole director is not an "audit committee financial expert" within the meaning of Item 407(d) of Regulation S-K. In general, an "audit committee financial expert" is an individual member of the audit committee or Board of Directors who:24

·PART understands generally accepted accounting principles and financial statements; · is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves; · has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements; · understands internal controls over financial reporting; and · understands audit committee functions.IV

~~Our~~Item ~~Board of Directors is comprised solely of Mr~~15. ~~Williams who was integral to our development and who is involved in our day to day operations. While we would prefer to have an audit committee financial expert on our Board of Directors~~Exhibits, ~~Mr.~~Financial ~~Williams~~Statement ~~does not have a professional background in finance or accounting~~Schedules. He does however have considerable education in finance. As with most small, early stage companies, until such time as our Company further develops its business, achieves a stronger revenue base and has sufficient working capital to purchase directors and officers insurance, the Company does not have any immediate prospects to attract independent directors. When the Company is able to expand its Board of Directors to include one or more independent directors, the Company intends to establish an Audit Committee of our Board of Directors. It is our intention that one or more of these independent directors will also qualify as an audit committee financial expert. Our securities are not quoted on an exchange that has requirements that a majority of our Board members be independent and the Company is not currently otherwise subject to any law, rule or regulation requiring that all or any portion of our Board of Directors include "independent" directors, nor are we required to establish or maintain an Audit Committee or other committee of our Board of Directors.

19 Table of Contents

No.		Description

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1		Section 1350 Certification of Chief Executive Officer

32.2		Section 1350 Certification of Chief Financial Officer

101		The following financial statements from the Company’s Quarterly Report on Form 10-K for the year ended December 31, 2021, formatted in inline XBRL, include: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements.

~~Term of Office~~25

~~Our~~NUONCOLOGY ~~directors~~LABS, ~~are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws~~INC. ~~Our officers are appointed by our board of directors and hold office until removed by the Board of Directors.~~

~~There~~CONSOLIDATED are no agreements or understandings for any director or officer to resign at the request of another person and none of the directors or officers is acting on behalf of or will act at the direction of any other person. The activities of each director and officer are material to the operation of the Company. No other person’s activities are material to the operation of the Company.FINANCIAL STATEMENTS

WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND THE COMPANY HAS NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.(Audited)

CORPORATE GOVERNANCE

Report of Independent Registered Public Accounting Firm (PCAOB ID 5041)	27

Balance Sheets as of December 31, 2021 and 2020	28

Statements of Operations for the Years ended December 31, 2021 and 2020	29

Statement of Changes in Stockholders’ Equity (Deficit) for the Years ended December 31, 2021 and 2020	30

Statements of Cash Flows for the Years ended December 31, 2021 and 2020	31

Notes to Financial Statements	32

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. On July 13, 2012, the Board of Directors of the Company adopted a Code of Ethics for the Company’s senior officers (currently consisting solely of Mr. Williams). Mr. Williams, as the sole director, believes that these individuals must set an exemplary standard of conduct, particularly in the areas of accounting, internal accounting control, auditing and finance. This code sets forth ethical standards to which the designated officers must adhere and other aspects of accounting, auditing and financial compliance.26

InReport ~~lieu~~ of anIndependent ~~Audit~~Registered ~~Committee,~~Public the Company’s sole director is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. The sole director reviews the Company's internal accounting controls, practices and policies.Accounting Firm

~~Risk~~To ~~Oversight~~the shareholders and the board of directors of NHALE, Inc.

~~Effective~~Opinion ~~risk~~on ~~oversight is an important priority of~~ the ~~sole~~Financial director. Because risks are considered in virtually every business decision, the sole director discusses risk throughout the year generally or in connection with specific proposed actions. The sole director’s approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance with legal responsibilities. The sole director exercises direct oversight of strategic risks to the Company.Statements

~~Item~~We 11have audited the accompanying balance sheets of NHALE, Inc. ~~Executive~~as ~~Compensation~~of December 31, 2021 and 2020, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

~~The~~Substantial ~~table~~Doubt ~~set~~about ~~forth below summarizes~~ the ~~annual~~Company’s Ability ~~and long-term compensation for services in all capacities~~ to usContinue ~~payable~~as toa ~~our~~Going ~~officer and sole director for the fiscal years ended May 31, 2016 and 2015.~~Concern

Name and Principal Position	Year EndedMay 31,	Salary($)		Bonus($)		StockAwards		OptionAwards		AllOther		Total
Lance Williams, current CEO and Chairman	2015		90,000		-		-		-		-		90,000
	2016		30,000		-		-		-		-		90,000

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Does~~Basis not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000. No executive officer earned any non-equity incentive plan compensation or nonqualified deferred compensation during the periods reported above. The value of the Stock Awards and Option Awards in the table above, if any, were calculated based on the aggregate grant date fair value of such securities calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. No other officers of the Company received any consideration for services rendered to the Company since incorporation, other than as described above presented. There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees. No other officers of the Company received any consideration for services rendered to the Company since incorporation, other than as described above presented. There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees. No other officers of the Company received any consideration for services rendered to the Company since incorporation, other than as described above. Opinion

20These ~~Table~~financial statements are the responsibility of ~~Contents~~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.

~~Employment~~We ~~Agreements~~conducted our audit in accordance with the standards of the PCAOB. Those 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 Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

AsOur ofaudit ~~the~~included ~~date~~performing ofprocedures ~~this~~to ~~filing,~~assess the werisks ~~have~~of nomaterial ~~employees~~misstatement ~~other~~of ~~than~~the ~~Mr.~~financial ~~Williams~~statements, ~~our~~whether ~~sole~~due ~~officer~~to ~~and~~error ~~director.~~or ~~Mr.~~fraud, ~~Williams~~and ~~works~~performing onprocedures ~~our~~that ~~business~~respond to ~~approximately~~those 40risks. ~~hours~~Such ~~per~~procedures ~~week.~~included Onexamining, ~~May~~on ~~13,~~a ~~2014~~test basis, weevidence ~~signed~~regarding anthe ~~employment~~amounts ~~agreement~~and ~~with~~disclosures Mrin the financial statements. Our ~~Williams~~audit toalso ~~serve~~included asevaluating ~~our~~the ~~President~~accounting principles used and ~~Chief~~significant ~~Executive~~estimates ~~Officer~~made by management, ~~which~~as ~~provided~~well ~~him~~as ~~with~~evaluating the ~~compensation~~overall presentation of ~~$7,500~~the ~~per~~financial ~~month~~statements. OnWe ~~May~~believe 1,that ~~2015,~~our ~~that~~audit ~~amount~~provides ~~was~~a ~~changed~~reasonable tobasis ~~$2,500~~for ~~per~~our ~~month~~opinion.

~~Outstanding~~Critical ~~Equity~~Audit ~~Awards since Inception:~~Matter

WeCritical ~~have~~audit ~~not~~matters ~~issued~~are ~~any~~matters ~~equity~~arising from ~~awards~~the ~~since~~current-period ~~inception~~audit of the financial statements that were communicated or 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 our especially challenging, subjective, or complex judgments.

~~Long-Term~~We ~~Incentive~~determined ~~Plans~~that there are no critical audit matters.

We/S/ ~~have~~BF noBorgers ~~Long-Term~~CPA ~~Incentive Plans.~~PC

~~Director~~We ~~Compensation~~have served as the Company's auditor since 2021

~~None of our directors have ever received compensation from the Company (other than executive directors who received consideration for serving as an executive officer of the Company~~Lakewood, ~~as described in greater detail above) for services to the Company as a director.~~CO

~~Code~~March of31, ~~Ethics~~2022

The Company has adopted a Code of Ethics applicable to its directors and officers (including its principal executive officer and principal financial officer). The Company’s Code of Ethics is incorporated by reference as an exhibit to this filing.27

~~Item~~NHALE, 12INC. ~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~

~~The~~BALANCE following table sets forth certain information at October 12, 2016, with respect to the beneficial ownership of shares of common stock by (i) each person known to us who owns beneficially more than 5% of the outstanding shares of common stock (based upon reports which have been filed and other information known to us), (ii) each of our directors, (iii) each of our Executive Officers and (iv) all of our Executive Officers and directors as a group. Unless otherwise indicated, each stockholder has sole voting and investment power with respect to the shares shown. As of October 12, 2016, we had 30,000,000 shares of common stock issued and outstanding.SHEETS

Title	Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership				Percentage ofClass
	As at
Greater than 5% shareholder	Riverview Heights, LLC422 E. Vermijo Ave. Suite 19Colorado Springs, CO 80903			20,000,000				66.67	%
	Dec. 31, 2021				Dec. 31, 2020
All Officers and Directors as a Group (1 person)				-				-	%
Assets
Cash and cash equivalents	$	–			$	–
Total current assets		–				–
TOTAL ASSETS	$	–			$	–
LIABILITIES AND STOCKHOLDERS' DEFICIT
Payables and accrued interests	$	1,877,602			$	1,596,652
Notes payable in default		1,190,000				1,190,000
Total current liabilities		3,067,602				2,786,652
TOTAL LIABILITIES		3,067,602				2,786,652
STOCKHOLDERS' DEFICIT
Common stock, $0.0001 par value; 100 million shares authorized, 30,000,000 issued and outstanding at Dec. 31, 2021 and 2020		3,000				3,000
Convertible Series A Preferred Stock, $0.0001 par value; 1,000,000 shares designated, 500,000 issued and outstanding at Dec. 31, 2021 and 0 at Dec. 31, 2020		50				–
Additional paid in capital		200,200				110,250
Accumulated deficit		(3,270,852	)			(2,899,902	)
TOTAL STOCKHOLDERS' DEFICIT		(3,067,602	)			(2,786,652	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	–			$	–

21The ~~Table~~accompanying notes are an integral part of ~~Contents~~these financial statements

Under Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.28

~~Item 13. Certain Relationships and Related Party Transactions~~NHALE, ~~and Director Independence~~INC.

~~There~~STATEMENTS ~~have~~OF been no other transactions, or any currently proposed transactions in which we are, or plan to be, a participant and in which any related person had or will have a direct or indirect material interest.OPERATIONS

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer, director and significant stockholder. However, all of the transactions described above were approved and ratified by our sole director. In connection with the approval of the transactions described above, our director took into account various factors, including his fiduciary duty to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.


	For the years ended
	Dec. 31, 2021			Dec. 31, 2020
OTHER INCOME/(EXPENSE)
Interest expense	$	(280,950	)	$	(280,950	)
Compensation expense		(90,000	)		–

Total other income /(expense)		(370,950	)		(280,950	)

Net loss	$	(370,950	)	$	(280,950	)

Net loss per share - basic and diluted	$	(0.01	)	$	(0.01	)
Weighted average number of common shares outstanding		30,000,000			30,000,000

WeThe ~~intend~~accompanying tonotes ~~establish~~are ~~formal~~an ~~policies~~integral ~~and~~part ~~procedures for the approval~~ of ~~related~~these ~~party~~financial transactions in the future, once we have sufficient resources and have appointed additional directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our sole director will continue to approve any related party transaction based on the criteria set forth above.statements

~~Director Independence~~29

~~The Over-The-Counter Bulletin Board does not have rules regarding director independence. The Company will seek to appoint independent directors~~NHALE, ~~if and when it is required to do so~~INC.

~~Item~~STATEMENTS ~~14.~~OF ~~Principal~~CHANGES ~~Accountant~~IN ~~Fees and Services~~STOCKHOLDERS’ DEFICIT

Audit Fees


	Series A Preferred Stock				Common Stock				Additional Paid in		Accumulated
	Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2019		–	$	–		30,000,000	$	3,000	$	110,250	$	(2,618,952	)	$	(2,505,702	)
Net loss for the year ended December 31, 2020		–		–		–		–		–		(280,950	)		(280,950	)
Balance, December 31, 2020		–	$	–		30,000,000	$	3,000	$	110,250	$	(2,899,902	)	$	(2,786,652	)
Issue of shares		500,000		50		–		–		89,950		–			90,000
Net loss for the year ended December 31, 2021		–		–		–		–		–		(370,950	)		(370,950	)
Balance, December 31, 2021		500,000	$	50		30,000,000	$	3,000	$	200,200	$	(3,270,852	)	$	(3,067,602	)

The ~~aggregate~~accompanying ~~fees~~notes ~~billed~~are byan ~~the~~integral ~~Company’s~~part ~~auditors for professional services rendered in connection with the audit~~ of ~~the~~these ~~Company’s annual~~ financial statements associated with the review of the financial statements included in the Company’s Form 10-K and Form 10-Qs and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for the year ended May 31, 2016 and 2015 was $21,000.

~~Tax Compliance Services~~30

~~None~~NHALE, INC.

NoSTATEMENTS ~~other~~OF ~~services~~CASH ~~were received or paid for to/by the Independent Auditor.~~FLOWS

22 Table of Contents


	For the years ended
	Dec. 31, 2021			Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(370,950	)	$	(280,950	)
Adjustments to reconcile net loss to net cash used in operating activities:
Compensation expenses for convertible Series A Preferred Stock		90,000			–
Changes in operating assets and liabilities:
Payables and accrued interests		280,950			280,950
Accounts payable, related party		–			–
Customer deposits		–			–
Cash used in operating activities		–			–

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		–			–
Proceeds from notes payable-related party		–			–
Principal payments on notes payable		–			–
Issued preferred stock		–			–
Cash provided by financing activities		–			–

Net change in cash and cash equivalents		–			–
Cash and cash equivalents, beginning of period		–			–
Cash and cash equivalents, end of period	$	–		$	–

Supplemental Cash Flow Information
Cash paid for interest	$	–		$	–
Cash paid for income taxes	$	–		$	–

~~PART~~The IVaccompanying notes are an integral part of these financial statements

~~Item 15. Exhibits and Financial Statement Schedules~~31

Exhibit No.		Description
31.1		Section 302 Certification of Periodic Report of Principal Executive Officer*
32.1		Section 906 Certification of Periodic Report of Principal Executive Officer*
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

NHALE, INC.

~~__________~~Notes to Financial Statements

*NOTE 1 ~~Filed~~– ~~herewith.~~ORGANIZATION AND DESCRIPTION OF BUSINESS

~~XBRL~~Nhale Inc. (~~Extensible~~“NHLE” ~~Business~~or ~~Reporting~~the ~~Language~~“Company”) was ~~information~~incorporated isas ~~furnished~~GankIt ~~and~~Corporation ~~not~~in ~~filed~~the orstate ~~a part~~ of ~~this~~Nevada ~~report~~on ~~for~~March ~~purposes of Sections 11 or 12 of the Securities Act of 1933~~8, ~~as amended~~2012, iswith ~~deemed~~a ~~not~~fiscal ~~filed~~year ~~for~~end ~~purposes~~ of ~~Section~~May ~~18 of the Securities Exchange Act of 1934~~31, aswhich ~~amended,~~was ~~and~~subsequently changed ~~otherwise~~to isDecember ~~not~~31 ~~subject~~by tounanimous ~~liability~~consent ~~under~~of ~~these~~Directors ~~sections~~in 2019.

23Until ~~Table~~May 12, 2014, we were an e-commerce business focused on selling a diverse set of ~~Contents~~products through a website that could either be won through a bidding process or purchased at a discount to the suggested retail price.

~~SIGNATURES~~On May 12, 2014, Riverview Heights, LLC purchased 20,000,000 shares of common stock of the 30,000,000 total issued and outstanding shares common stock of Company, thus becoming the Majority Shareholder (hereafter the “Majority Shareholder”).

~~Pursuant~~On toFebruary ~~the~~9, ~~requirements~~2021, ofBridgeview ~~the~~Capital ~~Securities~~Partners, LLC ~~Exchange~~purchased ~~Act~~500,000 shares of ~~1934,~~Convertible ~~the~~Preferred ~~registrant~~Series ~~has~~A ~~duly~~Stock ~~caused~~of ~~this~~the ~~Report~~500,000 tototal beissued ~~signed~~and onoutstanding ~~its~~Convertible ~~behalf~~Preferred Series byA ~~the~~Stock ~~undersigned,~~of ~~hereunto~~the ~~duly authorized~~Company.

~~NHALE,~~The ~~INC.~~Company ~~By:~~is ~~/s/~~focused ~~Lance~~on ~~Williams~~the ~~Name:~~development, ~~Lance~~branding and ~~Williams~~distribution ~~Title:~~of ~~Chief~~non-flame ~~Executive~~smoking ~~Officer~~devices. ~~(Principal~~The ~~Executive~~Company ~~Officer)Chief~~is ~~Financial~~not ~~Officer~~actively ~~(Principal~~trading ~~Financial~~during ~~Officer)(Principal~~the ~~Accounting~~current ~~Officer),~~reporting ~~President, and Sole Director~~period.

InNOTE 2 ~~accordance~~– ~~with~~SUMMARY ~~the~~OF ~~Securities~~SIGNIFICANT ~~Exchange~~ACCOUNTING ~~Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.~~POLICIES

Signature	Title	Date
/s/ Lance Williams	Chief Executive Officer (Principal Executive Officer),	October 12, 2016
Lance Williams	Chief Financial Officer (Principal Financial Officer),(Principal Accounting Officer), President, and Sole Director

Basis of Presentation

24The accompanying unaudited financial statements of Nhale, Inc. (“NHLE” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America.

~~FINANCIAL~~Use ~~STATEMENTS~~of estimates

~~NHALE,~~The ~~INC~~preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.

~~CONTENTS~~Cash equivalents

Report of Independent Registered Public Accounting Firm			F-2
FINANCIAL STATEMENTS
Balance Sheets as of May 31, 2016 and 2015			F-3
Statements of Operations for the years ended May 31, 2016 and 2015			F-4
Statements of Stockholders’ Deficit for the years ended May 31, 2016 and 2015			F-5
Statements of Cash Flows for the years ended May 31, 2016 and 2015			F-6
Notes to Financial Statements			F-7

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

~~F-1~~32

~~Report~~Fair value of ~~Independent Registered Public Accounting Firm~~financial instruments

ToThe Company follows paragraph 825-10-50-10 of the ~~Board~~FASB Accounting Standards Codification for disclosures about fair value of ~~Directors~~its financial instruments and paragraph 820-10-35-37 of ~~Nhale~~the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), ~~Inc~~and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 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 are described below:

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

WeLevel ~~have~~2: ~~audited~~Pricing ~~the~~inputs ~~accompanying~~other than ~~balance~~quoted ~~sheets~~prices ofin ~~Nhale,~~active ~~Inc.~~markets ~~(the~~included ~~“Company”)~~in asLevel ~~of May 31~~1, ~~2016~~which ~~and~~are ~~2015,~~either ~~and~~directly ~~the~~or ~~related~~indirectly ~~statements~~observable ofas ~~operations, stockholders’ deficit and cash flows for the years then ended. These financial statements are the responsibility~~ of the ~~Company’s~~reporting ~~management~~date. ~~Our responsibility is to express an opinion on these financial statements based on our audits.~~

WeLevel ~~conducted~~3: ~~our~~Pricing ~~audits~~inputs inthat are ~~accordance~~generally ~~with~~unobservable ~~standards~~inputs and not corroborated by market data. The carrying amount of the ~~Public~~ Company’s ~~Accounting~~financial ~~Oversight~~assets ~~Board~~and liabilities, such as prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments.

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

InThe ~~our~~Company ~~opinion~~follow ASC 740-10-30, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements ~~referred~~or totax ~~above~~returns. ~~present~~Under ~~fairly~~this method, indeferred ~~all~~tax ~~material~~assets ~~respects,~~and liabilities are based on the differences between the financial ~~position~~statement and tax bases of ~~Nhale,~~assets ~~Inc~~and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. asDeferred oftax ~~May~~assets ~~31,~~are ~~2016~~reduced ~~and~~by ~~2015,~~a ~~and~~valuation allowance to the ~~related~~extent ~~results~~management ofconcludes ~~their~~it ~~operations~~is more likely than not that the assets will not be realized. Deferred tax assets and ~~their~~liabilities ~~cash~~are ~~flows~~measured ~~for~~using enacted tax rates expected to apply to taxable income in the fiscal years ~~then~~in ~~ended,~~which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in ~~conformity~~tax ~~with~~rates ~~accounting~~is ~~principles~~recognized ~~generally~~in ~~accepted~~the Statements of Income in the ~~United~~period ~~States~~that ofincludes ~~America~~the enactment date.

~~The~~On ~~accompanying~~December ~~financial~~22, ~~statements~~2017, ~~have~~the ~~been~~Tax Cuts ~~prepared~~and ~~assuming~~Jobs Act (TCJA) was signed into law by the ~~Company~~President ~~will~~of ~~continue~~the asUnited States. TCJA is a ~~going~~tax ~~concern.~~reform Asact ~~discussed~~that inamong ~~Note~~other 2things, reduced corporate tax rates to ~~the~~21 ~~financial~~percent ~~statements~~effective January 1, ~~the~~2018. ~~Company~~FASB ~~has~~ASC ~~historically~~740, ~~suffered~~Income ~~losses~~Taxes, ~~from~~requires ~~operations~~deferred ~~which~~tax ~~raise~~assets ~~substantial~~and ~~doubt~~liabilities to ~~about~~be ~~its~~adjusted ~~ability~~for tothe ~~continue~~effect asof a ~~going~~change ~~concern.~~in ~~Management’s~~tax ~~plans~~laws ~~regarding~~or ~~those~~rates ~~matters~~in ~~also~~the ~~are~~year ~~described~~of enactment, which is the year in ~~Note~~which 2the change was signed into law. ~~The~~Accordingly, ~~financial~~the ~~statements~~Company doadjusted ~~not~~its ~~include~~deferred ~~any~~tax ~~adjustments~~assets ~~that~~and ~~might~~liabilities ~~result~~at ~~from~~December 31,2017, using the ~~outcome~~new corporate tax rate of ~~this~~21 ~~uncertainty~~percent.

~~/s/~~The ~~MaloneBailey~~Company adopted ASC 740-10-25 (“ASC 740-10-25”) with regard to uncertainty income taxes. ASC 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25, ~~LLP~~ we 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 financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods and requires increased disclosures. We had no material adjustments to our liabilities for unrecognized income tax benefits according to the provisions of ASC 740-10-25.

~~www.malone-bailey.com~~33

~~Houston,~~Net ~~Texas~~income (loss) per common share

~~October~~Net 12income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. For the reporting periods ended December 31, ~~2016~~ 2021, there are 30,000,000 outstanding common shares (December 31, 2020: 30,000,000) and 500,000,000 potentially dilutive shares (December 31, 2020: 0), respectively, from convertible preferred stock; however, these shares have not been considered in the weighted average share calculation as their inclusion would be anti-dilutive due to the net loss for the year ended.

~~F-2~~Related ~~Table of Contents~~parties

~~NHALE~~A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, ~~INC~~controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and 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. A party which can significantly influence the management or operating policies of the transacting parties or if it has 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 is also a related party.

~~BALANCE~~Recently ~~SHEETS~~issued accounting pronouncements

	May 31,2016			May 31,2015
ASSETS
Cash and equivalents	$	25		$	661
Prepaid expenses and other current assets		5,400			313
Total current assets		5,425			974
TOTAL ASSETS	$	5,425		$	974
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable and accrued expenses	$	370,144		$	287,705
Accounts payable, related party		3,907			-
Advances from related parties		-			150,376
Notes payable in default		600,000			-
Short-term notes payable		400,000			600,000
Total current liabilities		1,374,051			1,038,081
Long-term notes payable		85,000			400,000
Total non-current liabilities		85,000			400,000
TOTAL LIABILITIES		1,459,051			1,438,081
STOCKHOLDERS' DEFICIT
Common stock, $0.0001 par value; 100 million shares authorized, 30,000,000 issued and outstanding at both May 31, 2016 and 2015.		3,000			3,000
Additional paid in capital		110,250			110,250
Accumulated deficit		(1,566,876	)		(1,550,357	)
TOTAL STOCKHOLDERS' DEFICIT		(1,453,626	)		(1,437,107	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	5,425		$	974

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~The~~NOTE ~~accompanying~~3 ~~notes~~- ~~are~~GOING ~~an integral part of these financial statements~~CONCERN

~~F-3~~The ~~Table~~Company’s unaudited financial statements are prepared using accounting principles generally accepted in the United States of ~~Contents~~America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established any source of revenue to cover its operating costs and has an accumulated deficit of $3,270,852 as at December 31, 2021. These conditions raise substantial doubt about the company’s ability to continue as a going concern.

~~NHALE~~In addition to operational expenses, ~~INC~~as the Company executes its business plan, it is incurring expenses related to complying with its public reporting requirements. In order to finance these expenditures, the Company has raised capital in the form of debt, which will have to be repaid, as discussed in detail below. The Company has depended on loans from private investors and outside investors for most of its operating capital. The Company will need to raise capital in the next twelve months in order to remain in business.

~~STATEMENTS~~Management OFanticipates ~~OPERATIONS~~that significant dilution will occur as a result of any future sales of the Company’s common stock and this will reduce the value of its outstanding shares. The Company cannot project the future level of dilution that will be experienced by investors as a result of its future financings, but it will significantly affect the value of its shares.

	Year Ended May 31,
	2016			2015
OPERATING EXPENSES
Sales and marketing expenses	$	13,850		$	84,749
General and administrative expenses		275,648			506,737
Total operating expenses		289,498			591,486
Net loss from operations		(289,498	)		(591,486	)
OTHER INCOME/(EXPENSE)
Interest expense		(167,397	)		(129,748	)
Other income		440,376			20,178
Total other income/(expense)		272,979			(109,570	)
Net loss	$	(16,519	)	$	(701,056	)
Net loss per share - basic and diluted		(0.00	)		(0.02	)
Weighted average number of shares outstanding		30,000,000			30,000,000

The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

~~The accompanying notes are an integral part of these financial statements~~34

F-NOTE 4 ~~Table~~– ofPAYABLES AND ~~Contents~~ACCRUED INTERESTS

~~NHALE,~~Schedule of ~~INC.~~accounts payable

STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Dec. 31, 2021		Dec. 31, 2020
Payables	$	489,044	$	489,044
Accrued Interests		1,388,558		1,107,608
Total	$	1,877,602	$	1,596,652

	Common Stock				AdditionalPaid in		Accumulated			Total Equity
	Shares		Par Value		Capital		Deficit			(Deficit)
Balance, May 31, 2014		30,000,000	$	3,000	$	110,250	$	(849,301	)	$	(736,051	)
Net loss								(701,056	)		(701,056	)
Balance, May 31, 2015		30,000,000	$	3,000	$	110,250	$	(1,550,357	)	$	(1,437,107	)
Net loss								(16,519	)		(16,519	)
Balance, May 31, 2016		30,000,000	$	3,000	$	110,250	$	(1,566,876	)	$	(1,453,626	)

NOTE 5 – NOTES PAYABLE

~~The~~During ~~accompanying~~2013 - 2016 the Company borrowed an aggregate amount of $1,240,000 and issued 24 promissory notes ~~are~~in total maturing 2015 - 2018. As at December 31, 2021 and 2020, there were 23 promissory notes with an ~~integral~~aggregated ~~part~~amount of ~~these~~$1,190,000 ~~financial~~in ~~statements~~default.

FWeighted average interest rate of default was 23.6%-523.8% ~~Table~~during the reporting periods ended December 31, 2021 and 2020. The Company accrued interest expenses of ~~Contents~~$280,950 and $280,950 for financial year 2021 and 2020 respectively.

~~NHALE,~~NOTE 6 ~~INC.~~– COMMON STOCK AND PREFERRED STOCK

~~STATEMENTS~~The OFCompany ~~CASH~~has ~~FLOWS~~100,000,000 shares of common stock authorized at par value of $0.0001, and 30,000,000 shares of common stock were issued and outstanding at beginning and end of the reporting period at total par value of $3,000 and an aggregated amount of share premium of $110,250.

	Year Ended May 31,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(16,519	)	$	(701,056	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on forgiveness of debt and other liabilities		(440,376	)		-
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(5,087	)		(15	)
Accounts payable and accrued expenses		372,439			225,096
Accounts payable, related party		3,907			-
Customer deposits		-			(16,157	)
Cash used in operating activities		(85,636	)		(492,132	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		85,000			525,000
Proceeds from notes payable-related party		-			836
Principal payments on notes payable		-			(50,000	)
Cash provided by financing activities		85,000			475,836
Net change in cash and equivalents		(636	)		(16,296	)
Cash and equivalents, beginning of period		661			16,957
Cash and equivalents, end of period	$	25		$	661
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest	$	-		$	4,021
Cash paid for income taxes		-			-

The Company has 1,000,000 shares designated Series A preferred stock at par value of $0.0001, and 500,000 issued as at December 31, 2021 (nil at December 31, 2020) with total par value of $50 and an aggregated amount of share premium of $89,950.

~~The~~NOTE ~~accompanying~~7 ~~notes~~– ~~are~~INCOME ~~an integral part of these financial statements~~TAXES

~~F-6~~Deferred ~~Table~~taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of ~~Contents~~assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting

~~NHALE,~~Bulletin ~~INC~~No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted.

~~Notes~~Deferred toincome ~~Financial~~taxes ~~Statements~~reflect the tax consequences on future years of differences between the tax bases. Net operating loss carry-forwards and tax benefits arising therefore are as follows:

~~NOTE~~Schedule of 1.deferred ~~DESCRIPTION~~tax ~~OF COMPANY~~assets

Nhale, Inc. (“Nhale” or the “Company”) was incorporated in Nevada on March 8, 2012 as Gankit Corporation, an e-commerce website selling a multitude of consumer products including electronics, appliances, clothing, accessories, sporting goods and gift cards.

Deferred tax assets	Dec. 31, 2021			Dec. 31, 2020
Net operating loss (NOL) brought forward	$	2,899,902		$	2,618,952
Net loss for the period / year		370,950			280,950
NOL carried forward	$	3,270,852		$	2,899,902

Tax benefit from NOL carried forward	$	817,713			608,979
Valuation allowance		(817,713	)		(608,979	)
Deferred tax assets	$	–		$	–

OnThe May 12, 2014, Riverview Heights, LLC (the “Majority Shareholder”) purchased 20,000,000 shares of common stock of the 30,000,000 total issued and outstanding shares representing 66.67% of the total equity of the Company.’s Ontax ~~May~~loss carried ~~13,~~forward ~~2014,~~will ~~John~~begin ~~Arnold~~to ~~resigned~~expire asin ~~Chief Executive Officer and Sole Director and the majority shareholder appointed Lance Williams as Sole Director, Chief Executive Officer and President of the Company~~2030.

~~The Company then ceased to operate its e-commerce website and abandoned that business model, and re-focused on the development, branding and distribution of non-flame smoking devices.~~35

NOTE 2.8 ~~GOING~~– COMMITMENTS ~~CONCERN~~AND CONTINGENCIES

~~The~~As ~~Company~~at ~~has~~the aend ~~working capital deficit~~ of ~~$1,368,626 as of May 31, 2016 and negative cash flows from operations of $85,636 and $492,132 for~~ the ~~years ended May 31~~reporting period, ~~2016 and 2015, respectively, and does not have~~ the ~~resources~~company athas ~~this~~no ~~time~~commitments ~~to repay its credit~~ and ~~debt~~contingencies ~~obligations, make any payments in the form of dividends~~ to ~~its shareholders or fully implement its business plan~~disclose. ~~Without additional capital, the Company will not be able to remain in business.~~

~~These~~NOTE ~~factors~~9 ~~raise~~– RELATED-PARTY ~~substantial doubt about the Company’s ability to continue as a going concern.~~TRANSACTIONS

InThe ~~addition~~company towas ~~operational~~not ~~expenses,~~engaging in asany ~~the Company executes its~~ business ~~plan,~~activities itduring isthe ~~incurring expenses related to complying with its public~~ reporting ~~requirements. In order to finance these expenditures~~periods, ~~the~~and ~~Company~~ has ~~raised~~no ~~capital~~related inparty ~~the~~transactions ~~form of debt, which will have~~ to ~~be repaid, as discussed in detail below~~disclose. The Company has depended on loans from private investors for much of its operating capital. The Company will need to raise capital or have positive cash flows from operations in the next twelve months in order to remain in business.

~~Management~~NOTE ~~anticipates~~10 ~~that~~– SUBSEQUENT significant dilution will occur as a result of any future sales of the Company’s common stock and this will reduce the value of its outstanding shares. The Company cannot project the future level of dilution that will be experienced by investors as a result of its future financings, but it will significantly affect the value of its shares.EVENTS

~~The~~As ~~accompanying~~at ~~financial~~the ~~statements~~date dothese ~~not~~financial statements ~~include~~are ~~any~~ready ~~adjustments~~ to ~~reflect~~be ~~the~~released, ~~possible future effects on~~ the ~~recoverability~~Company ~~and~~has ~~classification~~no ofsubsequent ~~assets~~events ~~or the amounts and classifications of liabilities that may result from the possible inability of the Company~~ to ~~continue as a going concern~~disclose.

NOTE 3.11 ~~SUMMARY~~– IMPACTS OF ~~SIGNIFICANT~~THE ~~ACCOUNTING~~COVID-19 ~~POLICIES~~PANDEMIC

~~BASIS~~As OFthe ~~PRESENTATION – The~~ Company’s ~~financial~~is ~~statements~~not ~~are~~actively trading ~~presented~~ in ~~accordance with accounting principles generally accepted (GAAP) in~~ the ~~United~~current ~~States.~~reporting ~~In the opinion of management~~period, ~~all~~there ~~adjustments,~~is ~~consisting~~no impact of ~~normal~~the ~~recurring~~COVID-19 ~~adjustments,~~pandemic ~~necessary~~on ~~for~~financial astatements ~~fair~~as ~~presentation~~at ~~of financial position~~ and ~~the results of operations~~ for the ~~periods~~year ~~presented~~ended December ~~have~~31, ~~been reflected herein~~2021.

USE OF ESTIMATES – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ.36

CASH AND CASH EQUIVALENTS –The Company considers all highly liquid debt instruments and other short-term investments with maturity of three months or less, when purchased, to be cash equivalents. The Company maintains cash and cash equivalent balances at one financial institution that is insured by the FDIC.SIGNATURES

~~F-7~~Pursuant ~~Table~~to the requirements of ~~Contents~~Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~FAIR~~NUONCOLOGY ~~VALUE~~LABS, OFINC. ~~FINANCIAL~~By: ~~INSTRUMENTS~~/s/ –Dr. ~~The carrying amount reported in the balance sheet for cash and cash equivalents~~Yang, ~~prepaid~~Chong ~~expenses~~Yi ~~and~~Dr. ~~other current assets~~Yang, ~~accounts~~Chong ~~payable~~Yi, ~~and accrued expenses approximate fair value because of the immediate or short-term maturity of these financial instruments. The Company does not utilize derivative instruments.~~CEO

~~INCOME~~Date: April TAXES – Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled as prescribed in FASB ASC 7406, Income Taxes. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that a deferred tax asset will not be realized.2022

The Company applies the authoritative guidance in accounting for uncertainty in income taxes recognized in the financial statements. This guidance prescribes a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination. If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement.37

BASIC AND DILUTED LOSS PER COMMON SHARE - We report both basic and diluted net loss per share. Basic net loss per common share is computed by dividing net loss for the period by the weighted average number of common shares outstanding for the period. Diluted net loss per common share is computed by dividing the net loss for the period by the weighted average number of common and potential common shares outstanding during the period if the effect of the potential common shares is dilutive.

RELATED PARTIES – A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and 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. A party which can significantly influence the management or operating policies of the transacting parties or if it has 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 is also a related party.

RECENTLY ADOPTED AND RECENTLY ENACTED ACCOUNTING PRONOUNCEMENTS

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 4. NOTES PAYABLE

On April 5, 2013, the Company signed a promissory note with Hillsmere S.A. in the amount of $50,000. The note bears interest at a rate of 15%, and was due and payable on December 31, 2015, and is collateralized by all of the assets of the Company. The Company had paid no interest or principal on this note and it is currently in default. We accrued $8,125 and 7,500 in interest expense for the years ended May 31, 2016 and 2015, respectively.

On June 21, 2013, the Company signed a Master Credit Agreement with Levantera, SA, a company formed under the laws of the Marshall Islands, to provide a lending facility of up to $1 million. Interest on current, un-matured amounts is 12% with matured unpaid balances subject to 18% per year. From signing this note through May 31, 2014, we borrowed $150,000 of principal on this facility and repaid none. This note is later assigned from Levantera to Cannon Investments on January 23, 2014, was due and payable on December 31, 2015 and is currently in default. At May 31, 2016, the outstanding unpaid principal and interest is $150,000 and $54,117, respectively. During the years ended May 31, 2016 and 2015, we accrued $21,750 and 18,000, respectively, in interest expense.

From November 17, 2013 to April 12, 2015, we signed fifteen separate promissory notes to Shield Investments, Inc. (the “Shield Notes”), the aggregate proceeds amount of which is $800,000. All of the Shield notes have interest rates of 15% with default rates of 25%. During the years ended May 31, 2016 and 2015, we borrowed $0 and $475,000, respectively. Of these fifteen notes, seven, which have an aggregate unpaid principal and interest balance of $400,000 and $137,705, respectively, are in default as of May 31, 2016. The remainder of the notes are classified as short-term, and have maturity dates which range from June 29, 2016 to April 12, 2017. These short-term notes have an aggregate unpaid principal and interest amounts at May 31, 2016 of $400,000 and $105,266, respectively. During the years ended May 31, 2016 and 2015, we accrued interest of $131,001 and $100,227, respectively.

F-8 Table of Contents

On October 1, 2014, we issued a promissory note to Teton Global LLC in the amount of $50,000 for cash. The note bears interest at 15% (with a default rate of 25%) and matures on September 30, 2016. On March 12, 2015, we paid the principal amount in its entirety at the request of the creditor who, in consideration of prepayment, waived any accrued but unpaid interest. The amount accrued to that point, $4,021, was included in Other Income during the year ended May 31, 2015.

From July 31, 2015 through April 27, 2016, we borrowed an aggregate of $85,000 from Crystal Resources Corp, issuing six promissory notes with maturity dates ranging from July 31, 2017 to April 27, 2018. These notes all have interest rates of 15%, with default rates of 25%. During the year ended May 31, 2016, we accrued $6,475 of interest. All of these notes are included in long-term debt.

As of May 31, 2016 and 2015, the Company had $600,000 and $0 debt in default, $400,000 and $600,000 of short-term debt, and $85,000 and $400,000 of long-term debt, respectively.

NOTE 5. COMMON STOCK

The Company has authorized capital consisting of 100,000,000 shares of common stock with a par value of $0.0001 per shares. On May 31, 2016 and 2015, there were 30,000,000 shares of common stock issued and outstanding.

No shares were issued during the year ended May 31, 2016 or 2015.

NOTE 6. INCOME TAXES

Deferred income taxes reflect the tax consequences on future years of differences between the tax bases. Net operating loss carry-forwards and tax benefits arising therefore are as follows:

	May 31,2016			May 31,2015
Deferred tax asset:
Net operating loss carry-forwards-beginning	$	701,056		$	-
Net loss		16,519			701,056
Equals: Net operating loss carry-forwards-ending		717,575			701,056
Tax benefit from net operating loss carry-forwards		243,975			(238,359	)
Valuation allowance		(243,975	)		238,359
	$	-		$	-

Our tax loss carry-forwards will begin to expire in 2030.

NOTE 7. COMMITMENTS, CONTINGENCIES AND CONCENTRATIONS

Employment Agreement

Our Board Chairman and Chief Executive Officer, Lance Williams, is currently under an employment agreement by which he is compensated at $2,500 per month. His original agreement stipulates a $7,500 per-month salary which has been reduced to $2,500 pending the achievement of statutory reporting compliance.

F-9 Table of Contents

Office Rent

On February 17, 2016, we signed on office lease agreement with 422 E. Vermijo Investments, LLC to lease office space in Colorado Springs, CO for $385 per month commencing March 1, 2016 and ending February 28, 2017.

Five-year payouts for the above two items is as follows:

Year Ended May 31,
2017			33,465
2018			30,000
2019			30,000
2020			30,000
2021			30,000

The above table includes $3,465 in 2017 for rent at our office in Colorado Springs, CO and $30,000 per year for Lance Williams for all years.

NOTE 8. RELATED-PARTY TRANSACTIONS

During the year ended May 31, 2014, we incurred $84,000 in compensation to Mr. Arnold, our then CEO and Chairman, for compensation pursuant to our employment agreement with him. During that period, we paid Mr. Arnold $63,000 in cash, with $49,000 of compensation still due as of May 31, 2015. As of May 31, 2016 and 2015, total amounts due to John Arnold were $0 and $150,376, respectively. During the fiscal year ended May 31, 2015, we reclassified $836 of cash proceeds from Mr. Arnold and $49,040 of unpaid salary from accounts payable to “Advances from Related Parties”, the debt is 0% interest and due on demand.

On July 31, 2015, we signed an agreement with our former Chief Executive Officer, John Arnold, to settle our outstanding obligation to him of $150,376 in exchange for a cash payment of $10,000. The cash payment of $10,000 was made and we recorded a forgiveness of debt for the difference, or $140,376.

Lance Williams, our current CEO and Chairman was accrued $30,000 and $85,000 and paid $27,322 and $85,000 during the fiscal years ended May 31, 2016 and 2015, respectively. At May 31, 2016 we owed Mr. Williams $2,678 of unpaid salary and $1,229 of unreimbursed expense

NOTE 9. FORGIVENESS OF DEBT INCOME

During the year ended May 31, 2016, we recorded forgiveness of debt income of $440,376 arising from two separate settlements with creditors.

As described in Note 8, we recorded debt forgiveness of $140,376 upon settlement of our outstanding obligation to John Arnold, our former Chief Executive Officer.

On February 12, 2016, we recorded $300,000 in forgiveness of debt income related to our settlement with a major consultant. Up to the point of the termination of the arrangement, we had accrued but not paid $300,000 of fees, stretching back to February 1, 2015, on our contract. These amounts were forgiven. Subsequent to the settlement, we still owe the consulting company $20,908 of costs paid on our behalf.

NOTE 10. SUBSEQUENT EVENTS

Subsequent to May 31, 2016, we borrowed $80,000 at 15% interest, $10,000 of which is due June 2, 2018, $20,000 of which is due June 17, 2018 and $50,000 of which is due August 16, 2018.

F-10

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