AMERICA GREAT HEALTH MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-K)

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Notice of Forward-Looking Statement

This current report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate”, “expect”, “intend”, ” plan”, “will”, “we believe”, “believes”, “management believes” and similar language. Except for historical information contained herein, matters addressed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report are forward-looking statements that involve risks. and uncertainties. The factors listed in the section titled “Risk Factors”, together with any cautionary language in this report; provide examples of the risks, uncertainties and events that could cause our actual results to differ materially from those projected. Except as required by law, we assume no obligation to update forward-looking statements to reflect events after the date of this Form 10-K.


Overview of Business


Our mission is to invest in innovative technologies, integrated with business development in the healthcare ecosystem.

We focus on the research and development of small molecular protein and peptide drugs, diagnostic and medical devices with AI cloud computing, cell therapy and regenerative medicine, and the manufacture and sale of supplements.

On September 3, 2021the Company has entered into an asset acquisition agreement with Wang’s Real Estate Investment and Management LLC to acquire 53 units in 19 properties valued at $7,626286.37 for a purchase price of
$7,000,000The purchase price will be paid as follows: (i) $1,000,000 at the signing of the Contract, (ii) $2,000,000 within 60 days thereof and (iii) the balance by April 10, 2022. The agreement is subject to customary closing conditions, including satisfactory due diligence. On September 9, 2021the Company has entered into an additional asset purchase agreement with Wang’s
Real Estate Investment and Management LLC to amend and clarify that (i) it was purchasing 19 real estate properties, including 53 units valued at
$7,626,286.37 for a purchase price of $7,000,000 and (ii) that it will waive and fail to perform due diligence in order for the transaction to proceed. The acquisition was not consummated. With the acquisition of the assets of Wang’s
Real Estate Investment and Management LLC, the Company will diversify its activity in real estate investment and management. At the end of May 2022the Company ceased the acquisition of Wang’s Real Estate Investment and Management LLC.


Results of Operations


Results of operations for the year ended June 30, 2022 compared to the year ended June 30, 2021.

Sales amounted to $104,648 and $195,671 for the years ended June 30, 2022 and 2021, respectively.

The cost of goods sold was $1,588,453 and $144,318 for the years ended June 30, 2022 and 2021, respectively.

The gross profit/(loss) amounts to ($1,483,805) and $51,353 for the years ended
June 30, 2022 and 2021, respectively.

Operating expenses for the year ended June 30, 2022 and 2021 have been $3,250,293 and
$294,913, respectively. The increase is mainly explained by the increase in personnel expenses, rent expenses, advertising expenses and professional expenses.

Our net loss for the year ended June 30, 2022 and 2021 was $4,924,936 and
$269,054, respectively. The increase in net loss is mainly attributable to the increase in cost of goods sold and operating expenses.

Cash and capital resources

Liquidity is the ability of a business to generate funds to support current and future operations, meet obligations, and otherwise operate on an ongoing basis. Important factors in liquidity management are funds generated from operations, accounts receivable and accounts payable levels, and capital expenditures.



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Contents

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As indicated in the attached CFS, the Company has incurred recurring net losses. For the year ended June 30, 2022the Company recorded a net loss of
$4,924,936used cash to finance the operating activities of $1,479,858 and to June 30, 2022had a shareholders’ deficit of $3,860,481. For the year ended June 30, 2021the Company recorded a net loss of $269,054used cash to finance the operating activities of $329,241and to June 30, 2021had a shareholders’ deficit of
$467,827. These factors create substantial doubt as to the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

The Company raises additional capital to achieve profitable operations.

Our cash requirements for the year ended June 30, 2022 were mainly covered by loans and advances from our current majority shareholder. From June 30, 2022we had a cash balance of $62,643. Our future majority shareholders will have to provide all of our working capital in the future.

Mainly due to our recurring losses and lack of liquidity, we received a report from our independent registered accounting firm for our financial statements for the year ended June 30, 2022 which includes an explanatory paragraph describing the uncertainty about our ability to continue our business.



Financial Position



From June 30, 2022we have had $62,643 in cash, working capital deficit of ($2,560,838) and an accumulated deficit of $8,421,849.

Significant Accounting Policies and Estimates


Estimates


The preparation of these consolidated financial statements (“CSF”) in accordance with generally accepted accounting principles in The United States of America
(“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and information about contingent assets and liabilities as of the dates of the consolidated financial statements and the reported amounts of net sales and expenses during the periods declared. Actual results may differ from these estimates and such differences may be material to the financial statements. Management’s most significant estimates and assumptions include, among other things, the fair value of common shares issued in exchange for services. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.


Revenues


Revenue from the sale of goods under Topic 606, Revenue from Contracts with Customers, is recognized in a manner that reasonably reflects the delivery of the Company’s products and services to customers in exchange for expected consideration and includes items following:


  ? executed contract(s) with customers that the Company believes is legally
    enforceable;




  ? identification of performance obligation in the respective contract;




  ? determination of the transaction price for each performance obligation in the
    respective contract;




  ? allocation of the transaction price to each performance obligation; and




  ? recognition of revenue only when the Company satisfies each performance
    obligation.




Inventories



Inventories are recorded at the lower of cost (first in, first out) or net realizable value. Adjustments to reduce the cost of inventory to net realizable value are made, if necessary, for estimated excess, obsolete or impaired balances.



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  Table of Contents



Fair Value Measurements


Fair value measurements are determined using authoritative guidance issued by the FASB, except for the application of the guidance to non-recurring non-financial assets and liabilities, to the extent permitted. Fair value is defined in authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between participants. market on the valuation date. A fair value hierarchy has been established, which prioritizes the inputs used to measure fair value into three broad levels as follows:

Level 1-Quoted prices in active markets for identical assets or liabilities.

Level 2 inputs, other than quoted prices in active markets, are directly or indirectly observable.

Level 3-Unobservable inputs based on Company assumptions.

The Company is required to use observable market data, if available, without undue expense or effort.

The Company’s financial instruments include cash and accounts payable. Management estimated that the carrying values ​​approximate their fair values ​​due to the short-term nature.


Loss Per Share


Basic earnings (loss) per share is calculated by dividing the income available to common shareholders by the weighted average number of common shares available. Diluted earnings (loss) per share is calculated in the same manner as basic earnings per share, except that the denominator is increased to include the number of additional ordinary shares that would have been outstanding had the potential ordinary shares been issued and whether the additional common shares were dilutive. . The Company’s diluted loss per share is the same as the basic loss per share for the years ended June 30, 2022 and 2021, as there are no potential shares outstanding which would have a dilutive effect.


Income Taxes


The income tax expense is based on the accounting financial result before tax. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of the assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will be more likely than not. The Company has recognized a valuation allowance on its deferred tax assets as of June 30, 2022 and 2021.

The Company accounts for income tax uncertainty using a two-step approach to recognize and measure uncertain tax positions. The first step is to assess the tax position for recognition by determining whether the weight of available evidence indicates that it is more likely than not that the position will be maintained upon audit, including the resolution of appeals or proceedings. related litigation, if any. The second step is to measure the tax benefit as the highest amount likely to be realized over 50% upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company expects cash to be paid (or received) within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.

Recent accounting pronouncements

See footnote 2 of the financial statements for a discussion of recently issued accounting standards.

Contractual obligations and off-balance sheet arrangements

We have no contractual obligations or off-balance sheet arrangements.

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