UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended: December 31, 20172018

For the transition period from ________ to ________

Commission file number: 333-216143  

ADVECO GROUP, INC.

(Name of Small Business Issuer in its charter)

Nevada		98-1326996
(State or other jurisdiction of Identification No.)		(I.R.S. Employer incorporation or organization)

Room 1424 Block 3No. 88, Group 5, Cheqiao Village

Zhong Jian Jin Xiang PlazaLuhe New District, Jingmen City,

Hubei, China

Address of registrant'sregistrant’s principal executive offices

(86) 0724-6702631

Registrant’s telephone number

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.001 per share

(Title of Class)

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

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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨x	Smaller reporting company	x
(Do not check if a smaller reporting company)		Emerging Growth Company	¨x

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

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

TheAs of June 30, 2018, the registrant’s most recently completed second fiscal quarter, the aggregate market value of voting and non-votingthe common equitystock held by non-affiliates as of June 30, 2017the registrant was approximately $6,505,100.$15,937,495, based upon the closing price of the registrant’s common stock as reported on the OTC market on such date. Because there is no active trading market for the Company’s common stock, the Company does not believe that the quoted price of its common stock is indicative of the actual value of such stock.

AtAs of April 23, 2018,16, 2019, there were 6,505,100434,073,648 shares, $0.001 par value, of common stock outstanding.

TABLE OF CONTENTS

PART I
ITEM 1	Business		3
ITEM 1A	Risk Factors		12
ITEM 1B	Unresolved Staff Comments		12
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, Related Stockholder Matters 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		20
ITEM 8	Financial Statements and Supplementary Data		20
ITEM 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		20
ITEM 9A	Controls and Procedures		20
ITEM 9B	Other Information		21
PART III
ITEM 10	Directors, Executive Officers and Corporate Governance		22
ITEM 11	Executive Compensation		25
ITEM 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		25
ITEM 13	Certain Relationships and Related Transactions, and Director Independence		26
ITEM 14	Principal Accounting Fees and Services		27
PART IV
ITEM 15	Exhibits, Financial Statement Schedules		28
ITEM 16	Form 10-K Summary		29

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PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K includes “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “trends,” “plans,” “estimates,” “projects” or “anticipates” or similar expressions that concern our strategy, plans, expectations or intentions. Examples of forward-looking statements include statements made with respect to our prospects for one or more future material transactions, potential sources of financing, and expenses for future periods.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.

Any forward-looking statement made by us in this annual report on Form 10-K is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

ITEMItem 1. DESCRIPTION OF BUSINESSBusiness

History

Adevco Group, Inc. (“we,” “us,” “our” or the “Company”) was incorporated in the State of Nevada on September 20, 2016. Our initial business was distribution ofdistributing apparel and workwearwork wear produced in Kyrgyzstan to the markets of EuropeEuropean and Commonwealth of Independent States (CIS) countries.markets.

On December 5, 2017, as a result of a private transaction, the control block of voting stock of the Company, represented by 5,000,000 shares of common stock (the “Shares”), has beenwas transferred from Inna Min to Ma Xuebing, Zhang Qiang, Liu Dezhen, Ma Yue, Deng Kefang, Li Yumei, Liu Hongju, Yang Chengjie, Gong Ling, Li Yuanhong, Li Xunguo, Liu Bin, Huang Shuanglin, He Quanmei, Zhou Keping, Wang Xianmei, Wan Qunzhi (the “ Purchasers”“Purchasers”) , and a change of control of the Company occurred.

Current Operations and Strategy

The Company currently does not engage in any business operations or generate revenue from any sources. Management has determined to direct its efforts and limited resources to pursue a potential new business opportunity. Management does not intend to limit itselfPursuant to a particular industry and has not established any particular criteria upon which it shall consider and proceed with a business opportunity.

We anticipate that the selection of an appropriate business opportunity will be complex and extremely risky and we cannot assure you that we will be successful in concluding a transaction or if we do, that we will be successful thereafter. Our lack of financial and personnel resources may negatively impact our ability to consummate an attractive transaction or cause us to discontinue operations before we enter such a transaction.

We may never realize any revenues or generate any income unless and until we conclude a transaction with an operating business that is generating revenues and otherwise is operating profitably. Moreover, we can offer no guarantee thatShare Exchange Agreement dated May 10, 2018, as amended on November 26, 2018, between the Company will achieve long-term or immediate short-term earnings from any business transaction.

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Ramificationsand all the stockholders of Our Blank CheckSunnyTaste Group Inc., a British Virigin Islands limited liability company (“STGI”), who collectively held 100% of the issued and outstanding capital stock of STGI (the “STGI Shareholders”), the Company issued,on December 26, 2018, 427,568,548 shares of the Company’s common stock to the SGTI Shareholders, which as result collectively hold 98.5% of the issued and Shelloutstanding common stock of the Company Status

At present, we have no revenues, no assets and no specific business plan or purpose. Our business plan is to seek new business opportunities through a merger or acquisition with an unidentified company or an acquisitionimmediately after the closing pf the Share Exchange Agreement (the “Share Exchange”), in exchange for 100% of assets, which transaction we may refer to as a business transaction. Based upon these conditions, under the Exchange Act, we are deemed to be “blank check” company and a “shell company.” Our status as a blank check company and a shell company will impact our company and shareholders in many ways, someissued share capital of which are described below

Blank Check Company Status and Securities OfferingsSTGI.

As a blank check company, any offeringsresult of our securitiesthe Share Exchange, STGI became a wholly owned subsidiary of the Company. Our Company assumed the operations of STGI and its operating subsidiaries incorporated under the Securities Actlaws of 1933, as amended (the “Securities Act”People’s Republic of China (“PRC”), must comply with Rule 419 promulgated by the SEC under the Securities Act. Rule 419 requires that a blank check company filing a registration statement deposit the securities being offeredincluding Zhanyu (Hubei) Agricultural Development Co., Ltd. (“Zhanyu”), and proceeds of the offering into an escrow or trust account pending the execution of an agreement for an acquisition or merger. In addition, an issuer is requiredHubei Chenyuhui Agricultural Science &Technology Co., Ltd. (“Chenyuhui”). Since its inception, Chenyuhui has focused on high and new agriculture, ecological agriculture and leisure agricultural business. Chenyuhui also strives to file a post-effective amendmentdevelop rural recreational tourism, to the registration statement upon the execution of an agreement for such acquisition or merger. The rule provides procedures for the release of the offering funds in conjunction with the post effective acquisition or merger. The obligations to file post-effective amendments are in addition to the obligations to file Forms 8-K to report for both the entry into a material definitive (non-ordinary course of business) agreementpromote high efficient planting-raising, leisure tourism, deep-processing and the completion of the transaction. Rule 419 applies to both primaryurban service. Zhanyu’s business focuses on crops and re-sale or secondary offerings. Within five (5) days of filing a post-effective amendment setting forth the proposed terms of an acquisition, the Company must notify each investor whose shares are in escrow. Each investor then has no fewer than 20flower seedlings cultivation, livestock and no greater than 45 business days to notify the Company in writing if they elect to remain an investor. A failure to reply indicates that the person has elected to not remain an investor. As all investors are allotted this second opportunity to determine to remain an investor, acquisition agreements should be conditioned upon enough funds remaining in escrow to close the transaction.

Application of Penny Stock Rules

Our common stock is a “penny stock,” as defined in Rule 3a51-1 promulgated by the SEC under the Exchange Act. The penny stock rules require a broker-dealer, among other things, prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stockspoultry breeding, and the nature and level of risks in the penny stock market. A broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as our common stock is subject to the penny stock rules, it may be more difficult for us and you to sell your common stock.

Shell Company Status

We are a shell company as defined in Rule 405 promulgated by the SEC under the Securities Act. A shell company is one that has no or nominal operations and either: (i) no or nominal assets; or (ii) assets consisting primarily of cash or cash equivalents. As a shell company, we are subject to various laws, regulations and restrictions, including that we will be subject to restrictions on our use of Form S-8 to register stock that we may issue to our employees and consultants and you will be subject to restrictions from relying on Rule 144 for the resale of your common stock, as described below.

Shell companies are prohibited from using Form S-8 to register securities under the Securities Act. If a company ceases to be a shell company, it may use Form S-8 sixty calendar days after the date on which it makes required filings with the SEC disclosing the cessation of its status as shell company, provided it has filed all reports and other materials required to be filed under the Exchange Act during the preceding 12 months (or for such shorter period that it has been required to file such reports and materials after the company files “Form 10 information,” which is information that a company would be required to file in a registration statement on Form 10 if it were registering a class of securities under Section 12 of the Exchange Act. This information would normally be reported on a current report on Form 8-K reporting the completion of a transaction that caused the company to cease being a Shell Company.catering services.

 

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Rule 144 under the Act provides an exemption from the registration requirements of the Securities Act and allows the holders of restricted securities to sell their securities utilizing one of the provisions of this Rule. However, Rule 144 specifically precludes reliance by holders of securities of shell companies such as ours or any issuer that has been at any time previously a shell company, except if the following conditions are met:CORPORATE STRUCTURE

As a result of our classification as a shell company, our investors are not allowed to rely on the “safe harbor” provisions of Rule 144, promulgated pursuant to the Securities Act, so as not to be considered underwriters in connection with the sale of our securities until one year from the date that we cease to be a shell company. This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.

Entering into a business transaction

General.

A business transaction may involve the acquisition of, or merger with, an operating or development stage company or the acquisition of assets that we will develop into a company.

Our management has not developed a specific plan or process for identifying a business opportunity. Our business is predicated upon relationships built by management and the ongoing effort to develop new contacts through which our management may be introduced to prospective business opportunity. Moreover, given the wide-ranging variables inherent in our business, management cannot predict when we will effectuate a business transaction, if ever, or the amount of capital we will require for such purpose.

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Search for a target.Our principal corporate office is located at No. 88, Group 5, Cheqiao Village, Luhe New District, Jingmen City,  Hubei, China.

Current Operations and Strategy

We currently focus on growing organic agricultural products and National Green Product certified food products (“the Green Food Products”) in central China. We are currentlya vertically integrated company and control the production chain from growing to marketing. We strive to respond rapidly to changing market conditions while carefully controlling the quality and consistency of our products. We primarily sell our products online due to the general popularity of E-commerce and business in China. With the assistance of a dedicated 9-person online marketing operation team, we regularly update and add new products to our online marketplace catalog. We also utilize WeChat, one of the largest multi-purpose messaging, social media and mobile payment apps in China to actively promote our brands and reach out to potential customers. Through creating our “Mrs. Xin Official Accounts” and establishing a virtual marketplace in WeChat, we can easily attract a large number of customers regardless of their geographical locations. We are able to respond to customers’ demands rapidly through online platforms as well.

To further facilitate our business and broaden our customer base, we have established a chain store brand name “Mrs. Xin” and sell our organic agricultural and Green Food Products to both retailers and wholesalers. Chenyuhui also strives to develop rural recreational tourism, agritourism, and non-urban recreational activities. We aim at cultivating a unique brand in the process of identifyingeco-agriculture and evaluating potentialrural tourism market in China. As our first step venturing into rural tourism business, opportunities. As described below,we opened our management has broad discretion with respect to selecting prospective acquisition candidates. At such time as we affect a business transaction, if ever, we will be impacted by numerous risks inherentcountry themed restaurant – Sunny Taste Countryside Diner in the business and operations in connection with such business. The risks attendant to such business opportunity may include risks typical of a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings. Although our management will endeavor to evaluate the risks inherent in a particular target, we cannot assure you that we will properly ascertain or assess all significant risk factors.

Sources of business opportunities.

We intend to source our target opportunities from various internal and external sources. Business opportunities may be brought to our attention from affiliated and unaffiliated sources. Our management may call upon personal contacts and relationships he and his affiliates have developed and maintain with various professionals, including accountants, consultants, bankers, attorneys and other advisors. In addition, management may initiate formal or informal inquiries or attend trade shows or conventions. In no event will any of our affiliates be paid any finder’s fee, consulting fee or other compensation prior to or for any services they render in connection with the consummation of a business transaction.

Business opportunities may be brought to our attention by unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to business opportunities in which they believe we may have an interest. We may retain the services of agents or other representatives to identify or locate suitable targets on our behalf, though, to date, we have not engaged any such persons. We have not adopted any policy with respect to utilizing the services of consultants or advisors to assist in the identification of a business opportunity, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service or the amount of fees we may pay to them. In the event that we retain the services of professional firms or other individuals that specialize in business acquisitions, we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation.

Selection criteria for a business opportunity.

We have not established any specific attributes or criteria (financial or otherwise) for prospective business opportunities. In evaluating a prospective business opportunity, our management will consider, among other factors, the following:

These criteria are not intended to be exhaustive or to in any way limit the board of director’s unrestricted discretion to enter into a business transaction for any business opportunity. Any evaluation relating to the merits of a particular business transaction will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management.

Due Diligence Investigation.2013.

In evaluatingthe near future, we intend to expand beyond our agricultural business and deepen our presence in the recreational tourism industry by creating a prospective business opportunity, we will conduct as extensive a due diligence reviewunique Sunny Taste Ecological Agriculture Park. We have been developing this rural based amusement park with multiple facilities amounted to approximately 11,144 square meters since June 29, 2016, including farming culture museum, local tribal culture museum, rural economic and cultural exchange center, traditional Chinese education training camp, rural vocational and technical training center.

As of potential targets as possible. Our review will be constrained by our limited capital resources, lackthe date of full-timethis Annual Report on Form 10-K, ADVV, through its operating subsidiary, has 159 employees and management’s inexperienceis located in No. 88, Group 5, Cheqiao Village, Luhe New District, Jingmen City, Hubei Province, China..

Our Products and Services

Green Food Products

At present, we offer three categories of Green Food Products: fruits, vegetables and grain crops.

Fruits: we grow approximately 20 types of fruits such endeavors. We may enter into a business transaction with a privately-held company in its early stagesas grape, strawberry, sand pear, kiwi, peach, mulberry, alfalfa, citrus, and bayberry. Our principal focus, however, are Asian pears and oranges because they are most adaptable to central China’s climate and soil.

Vegetables: we grow approximately 40 types of development or that has only a limited operating history on which we could base our decision. Since little public information typically is available about these companies, we will be required to rely on the ability of management to obtain adequate information to evaluate the potential risksvegetables such as tomatoes, cucumbers, small pumpkins, eggplant, cabbage, spinach, leeks, peppers, bitter gourd, and returns from entering into a business transaction with such a company. We expect that our due diligence may include, among other things, meetings with the target business’s incumbent management, an inspection of its facilities and a review of financial and other information made available to us. This due diligence review will be conducted by our management, possibly with the assistance of our counsel, accountants or other third parties.loofah.

 

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Our financialGrain Crops: we have a rice plantation with a total area of approximately 3,335,000 square meters in Mahe and personnel limitations may render it impractical for us to conduct an exhaustive investigation and analysis of a business opportunity candidate before we consummate a business transaction. Management’s decisions, therefore, will likely be made without detailed feasibility studies, independent analyses and market surveys or other methodologies which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the principals, promoters, sponsors or others associated with the business opportunity seeking our participation.Guishan, China.

It is unlikely thatBesides producing our management atown organic and Green Food Products, we also offer local food products from suppliers within the timemunicipality of a business transaction will continue in any material capacity withHubei, China. Through distribution rights and agreements, we serve as the Company afterproduct suppliers’ representative utilizing both traditional wholesale channels and internet technology platforms such as the consummation of a business transaction, other thanWeChat to communicate and offer products to customers such as stockholders.individuals, restaurants, food suppliers, merchants, stores and supermarkets.

Our assessmentCompany also offer processed food products. Either we outsource our food production assignments to third parties or we manufacture processed food products by ourselves. Our own production line manufactures pickles, bean products, processed meat and poultry products. We outsource some of a business opportunity may not be accurate. If we do not uncover all material information about a business opportunity priorour production assignments to a business transaction, we may not make a fully informed investment decisionqualified third party food processors. We supply them with raw materials and we may lose money on our investment.the Company’s quality control department monitors such third party’s production progress through routine inspection and written reports. All the processed food products, regardless of its production origins, are subject to the same rigorous standards set forth by us.

Pork Products

The time“Running Piglet”, our pork product brand, is a unique pork brand we cultivated that includes all parts of fresh pigs such as pork loin, pork ribs, pork tails and costs required to selectmany others. Our pork products have been our principal products since their first introduction in 2016, and evaluate a business opportunitythey contributed $767,727of revenue in 2018.Ourpig farm is located in Mahe and to structureJingmen towns of Hubei Province, China. Our facility for the manufacturing, sales, marketing and complete a business transaction cannot presently be ascertained with any degreebrand management is located in Jingmen town of certainty. Any costs we incur in furtheranceHubei Province, China. Our pigs are offspring of consummating a business transaction that is not consummated may resultHuai pigs and Luchuan pigs. Our pigs grow in a lossfree-range environment and it typically takes 10 to us.12 months for our pigs mature, which is longer than average market pigs. Our pigs feed on a mixture of corn flour, rice bran, bran, clamshell, and natural probiotics. We create individual profiles for each of our pigs and record their daily routines to obtain all information relevant to an effective quality control of our pigs. Growing in the wild, our pigs drink natural spring water, breathe fresh air, and roam freely. They keep a regular daily routine and an active lifestyle-- they climb the mountains and swimming in rivers for about eight hours a day. We believe such lifestyle substantially enhance the quality of our pork product.

FormOur pork products quickly became popular since their first introduction in 2016. Customers praised our pork products’ savory taste and delicate texture. In 2018, we increased our sales and marketing efforts in cities such as Xi’an and Wuhan, and expanded into the markets of acquisition; Opportunity for stockholder approval.Northwestern China, Central China, Southern China and Southwestern China. Our goal is to make the “Running Piglets” a renowned national brand.

Sunny Taste Countryside Diner

At present, the company’s catering service is Sunny Taste Countryside Diner (the “Diner”), a country themed restaurant located at No. 88, Group 5, Cheqiao Village, Luhe New District, Jingmen City, Hubei Province. The mannerdiner currently has 15 large, medium and small private dining rooms, and a 400-people dining hall, which in which we participatetotal can accommodate around 500 people at any given time. The Diner offers a variety of popular authentic home-cooked Chinese meals, including gluten-free and vegetarian options. Since its inception, Sunny Taste Countryside Diner also helps to promote our own food brand “Mrs. Xin”. Our standard menu features our most popular Central China country style dishes, in addition to a business transaction will depend upon, amongwide selection of other things,dishes, appetizers, desserts and beverages. We periodically offer new dishes and seasonal menu selections to attract more customers. Given the natureincreasing popularity of the opportunity and the respective requirements and desires of management of our Company and of the business opportunity. In addition, the structure of any business transaction will be dispositive as to whether stockholder approval of the business transaction is required.

It is likely we will structure a business transaction as either an acquisition of the stock or assets of a target business or a merger of a target business with us or a wholly owned subsidiary we may organize to engage in the transaction. Important factors the parties will consider in structuring a business transaction will be the time and cost of a particular structure and the tax treatment that the structure might receive. If the business transaction is structured as an acquisition of a target business's stock or assets, our Company will not require the vote or approval of stockholders and the transaction may be accomplished in the sole determination of management. If the business transaction is structured as a merger, the transaction would require the approval of the holders of a majority of the outstanding shares of our common stock which may necessitate calling a stockholders' meeting to obtain such approval and the filing of reports and documents with the SEC and state agencies. This process may result in delays and additional expenses in the consummation of a proposed transaction and afford rights to dissenting stockholders who could require us to purchase their stock for cash. In light of the above, management likely will seek to structure a business transaction as an acquisition so as not to require stockholder approval. In either case, we likely will issue a significant number of shares to the parties with which we enter into a business transaction and our stockholders prior to the transaction likely would hold a small minority of the outstanding shares of our common stock after giving effect to the transaction.

We will seek to structure a business transaction to qualify for tax-free treatment under the Internal Revenue Code of 1986, as amended (the “Code”). In some cases, the Code mandates very specific parameters for a transaction to qualify as tax free. For example, in order for a stock for stock exchange transaction to qualify as a “tax free” reorganization, the holders of the stock of the target must receive a number of shares of our stock equal to 80% or more of the voting stock of our Company. Depending on the circumstances of an acquisition, we may not be able to structure a transaction in the most tax advantageous manner. Further, we cannot assure you that the Internal Revenue Service or state tax authorities will agree with our tax treatment of any transaction.

It is likely that as part of a business transaction, all or a majority of our Company's managementrural tourism, SunnyTaste Countryside Diner has attracted approximately 1.5 million customer visits at the timeend of the transaction will resign and new directors will be appointed without any vote by stockholders.

In view of our status as a “shell” company, any acquisition of the stock or assets of or the merger with an operating company would be deemed to be a “reverse acquisition” or “reverse merger” for accounting purposes.2018.

 

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We anticipatebelieve that the investigation of specific business opportunities and the negotiation, preparation and execution of relevant agreements, disclosure documents and other instruments will require significant management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for a business transaction, the failure to consummate that transaction may result in the lossfollowing factors contribute to the Companypopularity of the related costs incurred.Diner: fresh ingredients supplied exclusively by our farms and production line, Central China country themed menus, on-site food preparations, and effective quality control. We only use ingredients supplied by our own farms and production line so that we can monitor the quality of our food. For each dish, we develop and prepare unique sauce package based on the recipe we have developed, catering to evolving customer tastes in China. Our well-trained cooks then freshly prepare each dish in batches on stovetops in our restaurant’s kitchen. In order to ensure the consistent high quality of our dishes, we have a food safety and quality assurance program in effect, maintaining high standards for our food source and preparation procedures.

LackOur Sunny Taste Countryside Diner is the first step of diversification.the Company’s plan to build an ecological agricultural park in Jingmen Town of Hubei Province, China.

Competitive Advantages

We expectbelieve that our diversified product portfolio, which allows us to appeal to a broader market than average competitors, is a decisive business advantage. We also believe that the proximity between our own regional food production centers and retail stores enables us to avoid the necessity to transport fresh produce over long distance, thereby reducing our transportation expenses and potential spoils substantively. This is a critical advantage in maintaining high quality and freshness of our products. Our restaurant is known for using fresh ingredients from our farms. Coupled with the fact that our restaurant is the biggest one in Zhanghe district, we will be ableare confident that our restaurant enjoys distinctive advantages in its serving size and quality of food. In addition, using popular Chinese social media such as WeChat allows the consumers to consummateorder their foods directly to their door, providing us a business transaction with only one candidate given that, among other considerations,much greater market penetration.

Research and Development

At present, we willdo not have any research and development activities. We do not expect any research and development activities in the resourcesnear future.

Industry and Principal Markets

China Food Processing Market

China’s food processing industry sales values continued to diversify our operations. Moreover, given that we likely will offer a controlling interest in our Companygrow steadily. According to the personsGlobal Agricultural Information Network’s annual report, the food processing market estimates its 2017 revenues amounted to RMB 18 trillion (nearly US$2.5 trillion). The continuous urbanization has resulted in increased job opportunities for a population of 13.22 million in urban areas in 2017, creating an even larger demand for packaged food. The per capita disposal income at the national level grew by 6.7 percent in 2017, according to Premier’s government work report in March 2017. Given the huge demand for enough food to feed a population of 1.4 billion, coupled with which we enter into business transactionincreasing demand for quicker, safer and healthier food, China’s food industry is likely to see continued growth at a fast pace in order to achieve a tax-free reorganization, the dilutionfuture.

Many food manufacturers have launched new strategies, including employing high quality ingredients, introducing new technologies, and diversifying product lines. It is expected that this trend of interest to presentintroducing newer technologies, better food ingredients and prospective stockholdersmore creative food innovations will render more than one business transaction unlikely. Therefore, at least initially,improve the long-term prospects for our success may be entirely dependent uponChina’s food industry. Particularly, with the future performanceindustry’s increased scale, innovation and profitability, it is likely to also boost the use of a single business and we will not benefit from the possible spreading of risks or offsetting of losses that business transactions with multiple operating entities would offer. By consummating a business transaction with a single entity, our lack of diversification may result in our dependency upon the development or market acceptance of a single or limited number of products, processes or services and subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business transaction.imported food ingredients.

CompetitionChina Foodservice Restaurant Market

We expect that inThe Chinese foodservice market is a rapidly growing market with many potentials. The China food service market is expected to grow at a compound annual growth rate of 11.5% during the courseforecast period of identifying, evaluating and selecting a business opportunity, we may encounter intense competition from other entities having a business objective similar to ours. These include blank check companies that have raised significant capital through sales of securities registered under federal securities laws that have a business plan similar to ours and, consequently, possess a significant competitive advantage over our Company both from a financial and personnel perspective. Additionally, we may be subject to competition from other entities having a business objective similar to ours, including venture capital firms, leveraged buyout firms and operating businesses looking to expand their operations through acquisitions. Many of these entities are well established, possess significant capital, may be able to offer securities2018-2023. China is the largest market for which a trading market exists and have extensive experience identifying and affecting these types of business transactions directly or through affiliates. Moreover, nearly all of these competitors possess greater technical, personnel and other resources than us. In addition, we will experience competition from other modestly capitalized shell companies that are seeking to enter into business transactions with targets similar to those we expect to pursue.

If we succeed in affecting a business transaction, there will be, in all likelihood, intense competition from competitors within the industry in which we will operate. We cannot currently apprise you of these risks nor can we assure you that, subsequent to a business transaction, we will have the resources or ability to compete effectively.

Smaller Reporting Company

We qualify as a “smaller reporting company” under Rule 12b-2foodservice restaurants, globally, ahead of the Exchange Act,US, which is defined as a company with a public equity float of less than $75 million. To the extent that we remain a smaller reporting company, we will have reduced disclosure requirements for our public filings, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years.second largest market.

 

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EmployeesThe primary factors driving the market for food service restaurants are the increased dining out for socializing, business meetings, family gatherings, gathering with friends and the unwillingness of consumers to cook at home. The revenue of China’s foodservice industry is expected to exceed 3.9 trillion yuan (about $603.6 billion) for 2018, up 10.7 percent compared to 2016, according to the latest statistics from the Chinese Cuisine Association. The association’s 2017 annual food consumption report shows that in 2017, Chinese-style meals still dominate, accounting for 57 percent of the total. The report also shows that younger customers are the driving force among food and beverage consumers, accounting for around half of all food and beverage consumption. The value of China’s takeaway food app market is expected to exceed 200 billion yuan in 2017, according to the report. This is a substantial increase on the 166 billion yuan recorded in 2016. An earlier report released by the National Bureau of Statistics showed that from January to October 2017, the income from national food and beverage sales was 3.2 trillion yuan, up 11 percent from the same period in 2016.

AsOur Customers

Although we mainly serve the customers in Hubei, we are able to reach customers who have access to the Internet and a mobile device. Customers from anywhere can order our food products directly online. We retained several reputable delivery services companies in China, such as SF Express, to help us deliver our products on a national scale.

Our Sunny Taste Diner primarily serve local customers in Hubei. After the completion of our comprehensive plan to build the ecological agricultural park, we expect Sunny Taste Diner could attracter customers from places all over China.

Our Suppliers

Although most of our suppliers are company-owned or in-house, we do occasionally procure raw material from local suppliers that are located principally within the municipality of Hubei, China. Through distribution rights and agreements, we also occasionally work as our local suppliers’ representative utilizing high technology platforms such as the WeChat mobile application to offer products on their behalf to end purchasers such as restaurants and food suppliers, merchants, stores and supermarkets.

Our Strategy

Our long-term goal is to become a leading provider of organic green food and rural tourism in China. We intend to achieve this goal by implementing the following strategies:

Maximize our existing resources to increase our profitability

	·	Expanding our sales force both within Hubei Province and beyond through recruitment of sales and technical staff members.
	·	In addition to our O2O sales and marketing efforts, we will also utilize our own website www.sunnytaste.com as a marketing channel to increase our marketing efforts.
	·	Strengthening relationship with our existing clients by offering sales promotion incentives such as discounts, and vacation travel packages in the future.
	·	Continually expanding our product offerings through developing new products and increasing production size.
	·	Developing partnerships with farm machinery and equipment manufacturers.
	·	Developing a more expansive client base to include food distributors and exporters throughout China.

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Focus on improved efficiencies

We will continue to focus on improving the overall efficiency of O2O performance through exploring various options on new technologies and alternative platforms to benefit both our online and offline customers. We will address issues that arise from our food processing and rural tourism business such as product safety, environmental protection, occupational health, compliance with requirements of import and export rules and regulations. Resolving these regulatory and compliance issues will improve our compliance relationship with government agencies, which in turn increase our project application approval rates.

Continue to Provide Quality Food and Develop New Menu Items to Attract More Customer Visits

We plan to keep a simple yet diversified menu to retain our existing customers while developing new menu items to attract new customers. Our menu selections are regularly updated with new dishes and seasonal specials to reflect changing seasons, food trends and evolving tastes of our customers. We also plan to cater more to customers who enjoy green and healthy meals made from locally grown vegetables in the countryside. We plan to test our new menu items and experiment with new seasonings and flavors on a regular basis.

Further Enhancing Our Brand Recognition

We believe that enhancing market recognition of “Mrs. Xin” brand is crucial to our success. We have been developing “Mrs. Xin” since 2015. We believe a vital part of brand building is effective word-of-mouth referrals from satisfied customers. Thus our business focal point will be focusing on offering healthy, green, delicious and affordable Chinese food to the general public while improving overall shopping experience of our customers. In addition, we plan to continue enhancing customer awareness of our brand by conducting promotional activities in our restaurant and offering coupons as well as discounts. We also plan to initiate marketing campaigns in areas with concentration of potential customers. We also plan to place advertisements in residential communities and office buildings.

Marketing, Sales and Distribution

We market our products primarily through: 1) direct contact with business entities,2) attending our self-sponsored exhibitions, and3) online marketing through social platforms such as WeChat. Our marketing and sales teams work closely together to achieve our goal of delivering high quality fresh farm products.

PRC Government Regulations

Our products are subject to central government regulation as well as provincial government regulation in Hubei Province. Business and product licenses must be obtained through application to the central, provincial and local governments. We have obtained our business licenses to operate domestically under the laws and regulations of the PRC. We obtained business licenses to conduct businesses, including an operating license to sell packaged foods, meat and dried meat, fruits and vegetables, fruit sugar, fruit pectin, dried fruits and vegetables, dehydrated fruits and vegetables, fruit and vegetable juice drinks, and organic food.

In accordance with PRC laws and regulations, all our suppliers are required to comply with applicable hygiene and food safety standards in relation to our production processes. Failure to pass these inspections, or the loss of or failure to renew our licenses and permits, could require us to temporarily or permanently suspend some or all of our production activities, which could disrupt our operations and adversely affect our business.

We also have to comply with the laws and regulations relating to the distribution of Internet content in China such as the Application of the Appropriate Internet Content Provider License and our data usage policy has to be in accordance with Regulations of The People’s Republic of China for Safety Protection of Computer Information System. Currently, our Company is in compliance of laws and regulations relating to the distribution of Internet content in China.

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Food Safety Laws

Our products meet the requirements of general Food Safety Law of the People’ Republic of China, Quality and Safety of Agricultural Products Law of the People’s Republic of China and the Product Quality Law of the People’s Republic of China. In order to enter the processing food market in China, the State implements a market access system for food quality and safety, and a licensing system for food production and operation. Those who engage in food production and food sales are generally required to obtain permits covering the specific type of food they are allowed to produce. However, there is no need to obtain permit to sell edible agricultural products. Therefore, we only need to apply for the “Food Production License” and “Enterprise Business License”. The “Enterprise Business License” stipulates our business scope, which covers cured meat products, fish products, starch products, soybean products (non-fermented soybean products) and other soybean products, wine, fruit wine, rice, enzymes, honey production, crops, rice products, and etc. We also obtained business license allowing us to conduct nursery stock cultivation, vegetables, fruits cultivation, processing, online and physical sales of cured meat products, fish products, starch products, soybean products (non-fermented soybean products) and other soybean products, pre-packaged food, bulk food, dairy products (excluding infant formula milk powder) crops (excluding grain purchase and other specially regulated food products) vegetables, fruits, wines, wine, rice, enzymes, honey, large restaurants (including cold dishes), cultivation, breeding technology research and development, technical services, bio-fertilizer research and marketing, conference services, aquatic products, livestock and poultry breeding. Our sales must be conducted in accordance with the laws and regulations of the People’s Republic of China. In the process of food production, we must abide by relevant food safety standards, food production and operation standards and hygiene standards.

PRC Laws and Regulations relating to Employment and Social Welfare

Labor Laws

Pursuant to the Labor Law of the PRC, which was promulgated by the Standing Committee of the NPC on July 5, 1994 with an effective date of January 1, 1995 and was last amended on August 27, 2009 and the Labor Contract Law of the PRC, which was promulgated on June 29, 2007, became effective on January 1, 2008 and was last amended on December 28, 2012, with the amendments coming into effect on July 1, 2013, enterprises and institutions shall ensure the safety and hygiene of a workplace, strictly comply with applicable rules and standards on workplace safety and hygiene in China, and educate employees on such rules and standards. Furthermore, employers and employees shall enter into written employment contracts to establish their employment relationships. Employers are required to inform their employees about their job responsibilities, working conditions, occupational hazards, remuneration and other matters with which the employees may be concerned. Employers shall pay remuneration to employees on time and in full accordance with the commitments set forth in their employment contracts and with the relevant PRC laws and regulations. The Company has performed its obligations required under the relevant PRC laws and regulations.

Social Insurance and Housing Fund

Pursuant to the Social Insurance Law of the PRC, which was promulgated by the Standing Committee of the NPC on October 28, 2010 and became effective on July 1, 2011, employers in the PRC shall provide their employees with welfare schemes covering basic pension insurance, basic medical insurance, unemployment insurance, maternity insurance, and occupational injury insurance. The Company did not deposit social insurance fees for employees in full for the period from its establishment to the date of this annual report. The Company has deposited the social insurance fees in full for all the employees in compliance with the relevant regulations since March, 2017.

In accordance with the Regulations on Management of Housing Provident Fund (the “HPF”), which were promulgated by the State Council on April 23, 2018,3, 1999 and last amended on March 24, 2002, employers must register at the designated administrative centers and open bank accounts for depositing employees’ housing funds. Employer and employee are also required to pay and deposit housing funds, with an amount no less than 5% of the monthly average salary of the employee in the preceding year in full and on time.

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The Company has registered at the designated administrative centers and opened bank accounts for depositing employees’ housing funds, however, the Company has nonot deposited employees’ housing funds in full time employees.according the Regulations of HPF. There is a risk of administrative penalty imposed by the designated administrative center.

PRC Laws and Regulations relating to Foreign Exchange

General administration of foreign exchange

The principal regulation governing foreign currency exchange in the PRC is the Administrative Regulations of the PRC on Foreign Exchange (the “Foreign Exchange Regulations”), which were promulgated on January 29, 1996, became effective on April 1, 1996 and were last amended on August 5, 2008. Under these rules, Renminbi is generally freely convertible for payments of current account items, such as trade- and service-related foreign exchange transactions and dividend payments, but not freely convertible for capital account items, such as capital transfer, direct investment, investment in securities, derivative products or loans unless prior approval by competent authorities for the administration of foreign exchange is obtained. Under the Foreign Exchange Regulations, foreign-invested enterprises in the PRC may purchase foreign exchange without the approval of SAFE to pay dividends by providing certain evidentiary documents, including board resolutions, tax certificates, or for trade- and services-related foreign exchange transactions, by providing commercial documents evidencing such transactions.

Circular 19 and Circular 16

Circular 19 was promulgated by SAFE on March 30, 2015, and became effective on June 1, 2015. According to Circular 19, foreign exchange capital of foreign-invested enterprises shall be granted the benefits of Discretional Foreign Exchange Settlement (“Discretional Foreign Exchange Settlement”). With Discretional Foreign Exchange Settlement, foreign exchange capital in the capital account of a foreign-invested enterprise for which the rights and interests of monetary contribution has been confirmed by the local foreign exchange bureau, or for which book-entry registration of monetary contribution has been completed by the bank, can be settled at the bank based on the actual operational needs of the foreign-invested enterprise. The allowed Discretional Foreign Exchange Settlement percentage of the foreign exchange capital of a foreign-invested enterprise has been temporarily set to be 100%. The Renminbi converted from the foreign exchange capital will be kept in a designated account and if a foreign-invested enterprise needs to make any further payment from such account, it will still need to provide supporting documents and to complete the review process with its bank.

Furthermore, Circular 19 stipulates that foreign-invested enterprises shall make bona fide use of their capital for their own needs within their business scopes. The capital of a foreign-invested enterprise and the Renminbi if obtained from foreign exchange settlement shall not be used for the following purposes:

	·	directly or indirectly used for expenses beyond its business scope or prohibited by relevant laws or regulations;
	·	directly or indirectly used for investment in securities unless otherwise provided by relevant laws or regulations;
	·	directly or indirectly used for entrusted loan in Renminbi (unless within its permitted scope of business), repayment of inter-company loans (including advances by a third party) or repayment of bank loans in Renminbi that have been sub-lent to a third party; and
	·	directly or indirectly used for expenses related to the purchase of real estate that is not for self-use (except for foreign-invested real estate enterprises).

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Circular 16 was issued by SAFE on June 9, 2016. Pursuant to Circular 16, enterprises registered in the PRC may also convert their foreign debts from foreign currency to Renminbi on a self-discretionary basis. Circular 16 provides an integrated standard for conversion of foreign exchange capital items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis applicable to all enterprises registered in the PRC. Circular 16 reiterates the principle that an enterprise’s Renminbi converted from foreign currency-denominated capital may not be directly or indirectly used for purposes beyond its business scope or purposes prohibited by PRC laws or regulations, and such converted Renminbi shall not be provided as loans to non-affiliated entities.

Dividend Distributions

Under applicable PRC regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, a foreign-invested enterprise in China is required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its general reserves until the accumulative amount of such reserves reach 50% of its registered capital. These reserves are not distributable as cash dividends. The board of directors of a foreign-invested enterprise has the discretion to allocate a portion of its after-tax profits to staff welfare and bonus funds, which may not be distributed to equity owners except in the event of liquidation

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

Item 1B. Unresolved Staff Comments.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

Item 2. Properties.

We maintain our principal executive officesOur headquarter is located at Room 1424 Block 3, Zhong Jian Jin Xiang Plaza,No. 88, Group 5, Cheqiao Village, Luhe New District, Jingmen City, Hubei, Province 050061, China, where we own the property with an aggregate area of approximately 27973.6 square meters. This includes Huaxin’s sales and marketing office, communication and business development office, our chief executive officer maintains a business office. We use this office space free of charge. We believe that this space is sufficient formanagement and operations facilities and our current requirements. restaurant.

The Company does not own or lease anyalso currently leases the following properties at this time and does not anticipate owning or leasing any properties prior to the consummation of a business transaction, if ever.for its operations:

Item 3. Legal Proceedings.

The Company presently is not a party to, nor is management aware of, any pending, legal proceedings to which the Company is a party or of which any of its property is the subject.

Item 4. Mine Safety Disclosures.

Not applicable.None.

 

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our shares of common stock isare not traded on any exchange.actively traded. Our common stock is quoted on the OTC Pink Sheets Open Market (the “OTC Pink”) under the trading symbol “ADVV”. The market for our stock is highly volatile. We cannot assure you that there will be a market in the future for our common stock. The OTC Pink Sheets Open Market securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Pink Sheets Open Market securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Pink Sheets Open Market is for all types of companies that are there by reasons of default, distress or design, which is are further sub-categorized by the levels of information provided. Traditionally companies that do not meet the financial and other listing requirements of a regional or national stock exchange are listed and traded on the Pink Open Market.OTC Pink.

The following table shows the high and low bid prices of our common shares on the OTC Pink Sheets Open Market for each quarter within the two most recent fiscal years. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions: