~~[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)~~

~~Issuer’s~~Registrant’s telephone number, ~~(801) 748-1114~~including area code

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

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~past~~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 ~~[ ]~~

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate ~~Web site,~~website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ~~(§232.405~~(section 232.406 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark if disclosure of delinquent filers ~~in response~~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~~registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ~~[ ]~~☐

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

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

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

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

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The Registrant’s shares were last sold at a price of $1.01 per share. Although the Registrant’s stock has very few trades and limited volume, based on the last sales price of $1.01 shares held by non-affiliates would have a market value of ~~$253,425.~~$253,425.

As of ~~December~~April 15, ~~2017,~~2024, the Registrant had ~~5,251,309~~20,252,309 shares of common stock issued and outstanding.

~~If the following~~No documents are incorporated into the text by ~~reference, briefly describe them and identify the part~~reference.

Table of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement, and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (“Securities Act”). The listed documents should be clearly described for identification purposes: NoneContents

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

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

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

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

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

On December 11, 2019, the Board of Directors approved a change to its fiscal year-end from September 30 to December 31. As a result of this change, the fiscal year is a 3 month transition period beginning October ~~25, 1972,~~1, 2019 through December 31, 2020. In these statements, including the notes thereto, financial results for fiscal 2019 are for a 3-month period. Corresponding results for the years ended September 30, 2019 and 2018 are both for 12-month periods.

On July 9, 2020, the Company consummated the Share Exchange Agreement (“the “Share Exchange Agreement”) with Elite Creation Group Limited, a private limited company organized under the ~~name~~laws of Electronic Agricultural Machinery Development Corporation. In 1974, the Company changed its name to Zenith Development Corporation. In 1980, the Company changed its name to Alternative Energy Resources, Inc. In 2004, the Company changed its name to Trafalgar Resources, Inc.

~~Initially, the Company sought to develop and market inventions, including an asparagus harvester,~~British Virgin Islands (“ECGL”). As a ~~hot water saving device and a gas alert signal. Ultimately, none~~result of ~~the inventions were successful and they were abandoned. The Company ceased to conduct any business and has not conducted any business during the last three years.~~

Currently, the Company is in the process of investigating potential business ventures which, in the opinion of management, will provide a source of eventual profit to the Company. Such involvement may take many forms, including the acquisition of ~~an existing business or~~ECGL, the Company entered into the healthcare product distributing and marketing industry, pursuing a new strategy of developing and distributing health related products, including supplements, across the globe with a focus on mainland China, Europe and Australia.

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

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

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

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

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

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

The ~~Company~~Great Health Industry refers to production, operation, service and information dissemination, maintenance, restoration, and promotions linked to health. It covers medical products, health supplements, nutritional foods, medical devices, health appliances, fitness, health management, health consulting and many other production and service areas closely related to human health. The Great Health Industry is ~~not currently conducting any~~an emerging industry with huge market potential, especially in China.

According to the “China Great Health Industry Strategic Planning and Enterprise Strategy Consulting Report” published by Qianzhan Industry Institute (前瞻產業研究院), the scale of the Great Health Industry in 2017 was USD 947.42 billion, which increased to over USD 1,069.66 billion in 2018. The report predicted USD 1,341.66 billion volume for 2019 and forecast over USD 1,528.09 billion for 2020. In the years till 2023, the average annual compound growth rate will be approximately 12.55%, and with the Great Health Industry reaching approximately USD 2,153.08 billion in 2023.

We are focused on achieving long-term growth in revenues, cash flow and profit. We believe that we can achieve this by developing multiple distribution channels and strengthening our marketing and promotions, leading to better product turnover and revenue. We also expect to broaden our product range as well as product differentiation in the future. Based on the business ~~nor has it conducted any~~experience accumulated over the years, we believe we can improve the efficiency of our supply chain with time-saving and cost-saving supply chain management and marketing planning for the target customer base with our one-stop service.

Our primary aims are (i) to strengthen our product salability; (ii) to cut logistics cost and time spent and (iii) to further expand the market share in China. Toward this end, we plan to pursue the following business ~~for several years. Therefore, it does not possess products or~~strategies:

We intend to develop both online and offline distribution channels to increase sales volume and revenue. We expect to partner with third party e-commerce platforms, social media and We-media such as Wechat, TikTok and Xiaohongshu to build our online presence. We believe that online channels will allow us to provide real-time nutrition and healthcare consultation services ~~distribution methods, competitive business positions, or major customers. The Company does not possess any unexpired patents or trademarks~~as well as increase customer engagement and ~~any and all of its licensing and royalty agreements~~retention. Starting from the ~~inventions~~second half of 2020, we have launched our “nutrition consulting” support services using a major social media software to allow customer groups to receive pre-purchase consultation and after-sales service for products anytime and anywhere.

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

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

We are a Delaware corporation and we conduct our primary operations in ~~the past have since expired,~~China through our subsidiary GXXHIC. We face various risks and ~~are not currently valid. The Company does not employ any employees.~~

~~The selection of a~~uncertainties related to doing business ~~opportunity~~ in ~~which~~China. Our subsidiary GXXHIC is subject to ~~participate is~~ complex and ~~risky. Additionally,~~evolving PRC laws and regulations. Recently, the PRC enacted rules and regulations governing offshore offerings, anti-monopoly actions, and additional oversight on cybersecurity and data privacy.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

In December 2022, the PCAOB vacated its determination that it was unable to inspect and investigate PCAOB-registered public accounting firms in mainland China. Until a new determination is reached by the PCAOB, the SEC has determined that there are no issuers currently at risk of having their securities subject to a trading prohibition under the HFCAA. Although we are committed to complying with the rules and regulations applicable to listed companies in the United States, if the PCAOB were to issue a new determination regarding limitations on ~~management's business judgment.~~

~~The activities~~its ability to inspect or investigate our independent auditor and we were to fail to meet the audit requirements of the ~~Company are subject~~HFCAA for two consecutive years, we may be prohibited from listing our securities on a national securities exchange and be delisted from the OTC Market. Delisting of our securities would force holders of our securities to ~~several significant risks which arise primarily~~sell their securities or convert them into our ordinary shares. The market price of our securities could be adversely affected as a result of anticipated negative impacts of these executive or legislative actions upon, as well as negative investor sentiment towards, companies with significant operations in China that are listed in the ~~fact~~United States, regardless of whether these executive or legislative actions are implemented and regardless of our actual operating performance. The related risks and uncertainties could cause the value of our shares to significantly decline or be worthless.

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

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

To date, we have not experienced any material cybersecurity incidents, and there has been no known unauthorized access to our systems. Should any reportable cybersecurity incident arise, our management shall promptly report such matters to our Board of Directors for further actions, including regarding the appropriate disclosure in accordance with SEC regulations, mitigation, and other response or actions that the ~~Company has no specific business and may acquire or participate in a business opportunity based on the decision~~Board of management which potentially could act without the consent, vote, or approval of the Company's stockholders. The risks faced by the Company are further increased as a result of its lack of resources and its inabilityDirectors deems appropriate to ~~provide a prospective business opportunity with significant capital.~~take.

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

The Company ~~owns no properties and utilizes space~~also entered a lease of corporate office located at Room 2301A, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong with a monthly rent of HK$36,603 (approximately US$4,700). The lease will expire on a rent-free basis in the office of its principal stockholder, Anthony Brandon Escobar. This arrangement is expected to continue until such time as the Company becomes involved in a business venture which necessitates its relocation, as to which no assurances can be given. The Company has no agreements with respect to the maintenance or future acquisition of the office facilities; however, if a successful merger/acquisition is negotiated, it is anticipated that the office of the Company will be moved to that of the acquired company. May 16, 2024.

The Company is not actively engaged in conducting any business. Rather, the Company is in the process of investigating potential business ventures which, in the opinion of management, will provide a source of eventual profit to the Company. Therefore, the Company does not presently intend to invest in real estate or real estate securities, nor has it formulated any investment policies regarding investments in real estate, real estate mortgages, or securities of or interests in persons engaged in real estate activities.

~~None.~~We may be subject to litigation from time to time as a result of our normal business operations. Presently, there are no material pending legal proceedings to which we are a party or as to which any of our property is subject, and no such proceedings are known to be threatened or contemplated against us.

~~Item~~ITEM 5. ~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~MARKET FOR COMPANY’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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

~~At December 15, 2017, the bid and ask price for the Company's Common Stock was $1.01 and $0.55.~~ All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions. There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained.

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

~~Holders~~ ~~– At December 15, 2017, the Company had approximately 229 shareholders of record and beneficial owners based on information obtained from the Company’s transfer agent.~~Securities authorized for issuance under equity compensation plans

~~Dividends~~ ~~– Since its inception, the Company has not paid any dividends on its common stock and the~~The Company does not ~~anticipate that it will pay dividends in~~have securities authorized for issuance under any equity compensation plans.

Purchases of Equity Securities by the ~~foreseeable future.~~Issuer and Affiliated Purchasers

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

~~We had no revenues in 2017 or 2016. We had~~Not applicable to a ~~net loss of $54,918 for the year ended September 30, 2017. At September 30, 2017, we had cash and cash equivalents of $15,140 and negative working capital of $275,848.~~smaller reporting company.

The following table shows selected summarized financial data for the Company at the dates and for the periods indicated. The data should be read in conjunction with the financial statements and notes included herein beginning on page F-1.

~~Item~~ITEM 7. ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This ~~annual report~~Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the Plan of Operation provided below, including information regarding the Company’s financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities, plans and objectives of management. The1995. For this purpose, any statements ~~made as part of the Plan of Operation~~contained in this Form 10-K that are not statements of historical ~~facts~~fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate” or “continue” or comparable terminology are ~~hereby identified as “forward-looking~~intended to identify forward-looking statements.”

~~The Company is~~ These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include by are not limited to economic conditions generally and in the ~~process~~industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

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

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

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

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

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

Our wine business is customized production and procurement through establishing cooperative relationships with wine suppliers. Among them, high-quality wine is directly packaged and labeled in the ~~opinion~~country of origin and then imported through supply chain agents. At present, the main product of Alpha Wellness’s high-end wine business is a Puerto Rican red wine from France. The deep, strong and full-bodied Puerto Rico is a wine with rich tannins and fruit. We source this wine through a distribution agreement with Shenzhen Guisheng Supply Chain Co., Ltd.

The Great Health Industry refers to production, operation, service and information dissemination, maintenance, restoration, and promotions linked to health. It covers medical products, health supplements, nutritional foods, medical devices, health appliances, fitness, health management, ~~will provide a source~~health consulting and many other production and service areas closely related to human health. The Great Health Industry is an emerging industry with huge market potential, especially in China. The marketing and competitive strategy of ~~eventual profit~~our alcohol business is consistent with our health care product business. The market and customers of our liquor business are mainly mainland China and Hong Kong.

According to the ~~Company. Such involvement~~“China Great Health Industry Strategic Planning and Enterprise Strategy Consulting Report” published by Qianzhan Industry Institute (前瞻產業研究院), the scale of the Great Health Industry in 2017 was USD 947.42 billion, which increased to over USD 1,069.66 billion in 2018. The report predicted USD 1,341.66 billion volume for 2019 and forecast over USD 1,528.09 billion for 2020. In the years till 2023, the average annual compound growth rate will be approximately 12.55%, and with the Great Health Industry reaching approximately USD 2,153.08 billion in 2023.

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

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

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

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

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

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

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

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

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

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

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

We have been significantly impacted by COVID-19 global pandemic. In addition to the devastating effects on human life, the pandemic is having a negative ripple effect on the global economy, leading to disruptions and volatility in the global financial markets. China and many other countries have issued policies intended to stop or slow the further spread of the disease.

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

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

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

During the years ended December 31, 2023, and 2022, the nature of businesses and segment was shown as below:

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

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

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

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

Gross Profit. We achieved a gross profit of $64,144 and $111,062 for the fiscal years ended December 31, 2023, and 2022, respectively. The decrease in gross profit is primarily attributable to the decrease in sales of healthcare products.

General and Administrative Expenses (“G&A”). We incurred G&A expenses of $465,234 and $503,795 for the fiscal years ended December 31, 2023, and 2022, respectively.

Other Income. We incurred other income of $937 for the fiscal year ended December 31, 2023, as compared to other income of $39,483 for the fiscal year ended December 31, 2022. Our other income for the year ended December 31, 2023 solely consisted of the bank interest income.

Income Tax Expense. We recorded income tax expenses of $0 and $828 for the fiscal years ended December 31, 2023 and 2022.

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

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

As of December 31, 2022, we had cash and cash equivalents of $381,709, inventories of $138,582, operating right of use assets of $20,341, accounts receivable of $5,120 and prepayments, deposits and other receivables of $74,813.

We believe that our current cash and other sources of liquidity discussed below are adequate to ~~establish subsidiary businesses. The Company’s management does not~~support general operations for at least the next 12 months.

For the year ended December 31, 2023, net cash used in operating activities was $297,169 which consisted primarily of a net loss of $403,700, depreciation of plant and equipment of $42,390, amortization of intangible asset of $433, non-cash lease expense of $50,991, increase in accounts receivable of $33,711, decrease in prepayment, deposits and other receivables of $7,996, decrease in inventories of $90,300, increase in lease liabilities of $14,170, increase in tax payable of $4,297, decrease in accounts payable of $8,013, decrease in accrued liabilities and other payables of $29,265 and decrease in customer deposit of $4,717.

For the year ended December 31, 2022, net cash used in operating activities was $171,598 which consisted primarily of a net loss of $354,078, the increase in depreciation of plant and equipment of $65,165, increase in the amortization of intangible asset of $500, decrease in gain from sale of plant and equipment of $16,277, decrease in gain from termination of lease of $8,038, increase in non-cash lease expense of $55,916, increase in accrued liabilities and other payables of $71,460, decrease in customer deposit of $267,181, decrease in prepayment and other receivables of $64,441, decrease in inventories of $188,969, increase in accounts payable of $8,013, increase in accounts receivable of $5,120 and increase in tax payable of $24,632.

We expect to ~~remain involved as management~~continue to rely on cash generated through financing from our existing shareholders and private placements of our securities, however, to finance our operations and future acquisitions.

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

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

For the year ended December 31, 2023, net cash used in financing activities was $94,523, consisting primarily of advance from a related parties of $131,901 and repayment of lease liabilities of $37,378.

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

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

~~As the Company possesses limited funds, the Company will be extremely limited in its attempts~~We have not achieved profitability since our inception and we expect to ~~locate potential business situations for investigation. The Company intends~~continue to commence, on a limited basis, the process of investigating possible merger and acquisition candidates, and believes that the Company’s status as a publicly-held corporation will enhance its ability to locate such potential business ventures. No assurance can be given as to when the Company may locate suitable business opportunities and such opportunities may be difficult to locate; however, the Company intends to actively search for potential business venturesincur net losses for the foreseeable future.

~~Management anticipates that due~~We expect net cash expended in 2024 to ~~its lack~~be higher than 2023. As of ~~funds, and~~December 31, 2023, we had an accumulated deficit of $1,675,973. Our material cash requirements are highly dependent upon the limited amount of its resources, the Company may be restricted to participation in only one potential business venture. This lack of diversification should be considered a substantial risk because it will not permit the Company to offset potential lossesadditional financial support from ~~one venture against gains from another.~~

Business opportunities, if any arise, are expected to become available to the Company principally from the personal contacts of its officers and directors. While it is not expected that the Company will engage professional firms specializing in business acquisitions or reorganizations, such firms may be retained if funds become availableour major shareholders in the ~~future,~~next 12 - 18 months.

We had the following contractual obligations and ~~if deemed advisable. Opportunities may thus become available from professional advisors, securities broker-dealers, venture capitalists, members~~commercial commitments as of the financial community, and other sources of unsolicited proposals. In certain circumstances, the Company may agree to pay a finder’s fee or other form of compensation, including perhaps one-time cash payments, payments based upon a percentage of revenues or sales volume, and/or payments involving the issuance of securities, for services provided by persons who submit a business opportunity in which the Company shall decide to participate, although no contracts or arrangements of this nature presently exist. The Company is unable to predict at this time the cost of locating a suitable business opportunity.December 31, 2023:

The analysis of business opportunities will be undertaken by or under the supervision of the Company’s management, none of whom is a professional analyst and none of whom have significant general business experience. Among the factors which management will consider in analyzing potential business opportunities are the available technical, financial and managerial resources; working capital and financial requirements; the history of operation, if any; future prospects; the nature of present and anticipated competition; potential for further research, developments or exploration; growth and expansion potential; the perceived public recognition or acceptance of products or services; name identification, and other relevant factors. Off-Balance Sheet Arrangements.

It is not possible at present to predict the exact matter in which the Company may participate in a business opportunity. Specific business opportunities will be reviewed and, based upon such review, the appropriate legal structure or method of participation will be decided upon by management. Such structures and methods may include, without limitation, leases, purchase and sale agreements, licenses, joint ventures; and may involve merger, consolidation or reorganization. The Company may act directly or indirectly through an interest in a partnership, corporation or reorganization. However, it is most likely that any acquisition of a business venture the Company would make would be by conducting a reorganization involving the issuance of the Company’s restricted securities. Such a reorganization may involve a merger (or combination pursuant to state corporate statutes, where one of the entities dissolves or is absorbed by the other), or it may occur as a consolidation, where a new entity is formed and the Company and such other entity combine assets in the new entity. A reorganization may also occur, directly or indirectly, through subsidiaries, and there is no assurance that the Company would be the surviving entity. Any such reorganization could result in loss of control of a majority of the shares. The Company’s present directors may be required to resign in connection with a reorganization.

The Company may choose to enter into a venture involving the acquisition of or merger with a company which does not need substantial additional capital but desires to establish a public trading market of its securities. Such a company may desire to consolidate its operations with the Company through a merger, reorganization, asset acquisition, or other combination, in order to avoid possible adverse consequences of undertaking its own public offering. (Such consequences might include expense, time delays or loss of voting control.) In the event of such a merger, the Company may be required to issue significant additional shares, and it may be anticipated that control over the Company’s affairs may be transferred to others.

As part of their investigation of acquisition possibilities, the Company’s management may meet with executive officers of the business and its personnel; inspect its facilities; obtain independent analysis or verification of the information provided, and conduct other reasonable measures, to the extent permitted by the Company’s limited

resources and management’s limited expertise. Generally, the Company intends to analyze and make a determination based upon all available information without reliance upon any single factor as controlling.

In all likelihood, the Company’s management will be inexperienced in the areas in which potential businesses will be investigated and in which the Company may make an acquisition or investment. Thus, it may become necessary for the Company to retain consultants or outside professional firms to assist management in evaluating potential investments. The Company can give no assurance that it will be able to find suitable consultants or managers. The Company has no policy regarding the use of consultants, however, if management, in its discretion, determines that it is in the best interests of the Company, management may seek consultants to review potential merger or acquisitions candidates. There are currently no contracts or agreements between any consultant and any companies that are searching for “shell” companies with which to merge.

It may be anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention, and substantial costs for accountants, attorneys and others. Should a decision thereafter be made not to participate in a specific business opportunity, it is likely that costs already expended would not be recoverable. It is likely, in the event a transaction should eventually fail to be consummated, for any reason, that the costs incurred by the Company would not be recoverable. The Company’s officers and directors are entitled to reimbursement for all expenses incurred in their investigation of possible business ventures on behalf of the Company, and no assurance can be given that if the Company has available funds they will not be depleted in such expenses.

Based on current economic and regulatory conditions, management believes that it is possible, if not probable, for a company like the Company, without many assets or many liabilities, to negotiate a merger or acquisition with a viable private company. The opportunity arises principally because of the high legal and accounting fees and the length of time associated with the registration process of “going public.” However, should any of these conditions change, it is very possible that there would be little or no economic value for anyone taking over control of the Company.

As of ~~September 30, 2017,~~December 31, 2023, the Company had $18,473 in assets and liabilities of $324,321. As of September 30, 2017, the Company had a negative working capital of $275,848. The Company had a negative working capital of $220,930 as of September 30, 2016. The Company has only incidental ongoing expenses primarily associated with maintaining its corporate status and maintaining the Company’s reporting obligations to the Securities and Exchange Commission. Current management has indicated a willingness to help support the Company’s ongoing expenses through the purchase of securities of the Company.

For the twelve months ended September 30, 2017, the Company had $29,118 in general and administrative expenses related to maintaining its corporate status, paying accounting and legal fees and $25,700 in interest expenses. Management anticipates continuing expenses related to investigating business opportunities and legal and accounting cost. Additionally, since the Company is reliant on debt, interest expenses will continue to increase. For the year ended September 30, 2017, the Company had a net loss of $54,918 compared to a loss of $48,949 for the year ended September 30, 2016.

Since inception, the Company has not generated significant revenue, and it is unlikely that any revenue will be generated until the Company locates a business opportunity with which to acquire or merge. Management of the Company will be investigating various business opportunities. These efforts may cost the Company not only out of pocket expenses for its management but also expenses associated with legal and accounting costs. There can be no guarantee that the Company will receive any benefits from the efforts of management to locate business opportunities.

Management does not anticipate employing any employees in the future until a merger or acquisition can be accomplished. Management will continue to rely on outside consultants to assist in its corporate filing requirements.

The Company has not had any revenue since inception. The Company continues to suffer losses related to maintaining its corporate status and reporting obligations. Additionally, with the Company reliant on debt financing, interest expenses continue to increase. For the year ended September 30, 2017, we incurred a loss of $54,918 and had no revenue as compared to a loss of $48,949 for the year ended September 30, 2016, with no revenue.

~~The~~ Company does not have any off-balance sheet arrangements and it is not anticipated that the Company will enter into any off-balance sheet arrangements.

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

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

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

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

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

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

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

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

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

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

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

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

Healthcare Business mainly provides health consulting advisory services and healthcare and wellness products to the customers.

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

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

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

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

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

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

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

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

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

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

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

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

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

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. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

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

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

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

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

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

We have audited the accompanying consolidated balance sheet of China Foods Holdings Limited (the “Company”) as of December 31, 2023 and the related consolidated statements of operations and comprehensive (loss) income, shareholders’ equity, and cash flows for the year ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

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

We 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 audit, 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 report. Accordingly, we express no such opinion.

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

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

We have audited the accompanying consolidated balance sheet of China Foods Holdings Limited (the “Company”) as of December 31, 2022 and the related consolidated statements of operations and comprehensive (loss) income, shareholders’ equity, and cash flows for the year ended December 31, 2022, 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, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

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

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

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

Amortization expense for the years ended December 31, 2023 and 2022 was $433 and $500, respectively.

Healthcare Business mainly provides health consulting advisory services and healthcare and wellness products to the customers.

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

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

The following table provides information about disaggregated revenue from customers into the nature of the products and services, and the related timing of revenue recognition:

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

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

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

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

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

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

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

The Company follows the ASC 850-10, “Related Party” for the identification of related parties and disclosure of related party transactions.

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

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

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

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this ~~Form 10-K.~~time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, approximate their fair values because of the short maturity of these instruments.

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

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

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

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

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

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

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

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

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

Depreciation expenses for the years ended December 31, 2023 and 2022 were $42,390 and $65,165, respectively.

Customer deposits represented cash paid to the Company from the customers, for which the Company has an obligation to deliver the orders to satisfy with the customers, or to return the funds, within twelve months.

As of December 31, 2023 and 2022, the deposit received from customers was $68,885 and $73,602, respectively.

The amounts represented temporary advances to the Company by its director and its related company which were unsecured, interest-free and had no fixed terms of repayments.

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

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

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

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

Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.

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

As of December 31, 2023 and 2022, a total of 20,252,309 shares of common stock were issued and outstanding.

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

Basic net loss per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net loss per share. The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2023 and 2022:

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

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

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

For the years ended December 31, 2023 and 2022, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2023 and 2022, the Company has not accrued any penalties on uncertain tax positions.

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

ECGL is incorporated in the British Virgin Islands and is not subject to taxation. In addition, upon payments of dividends by these entities to their shareholder, no British Virgin Islands withholding tax will be imposed.

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

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

The following table sets forth the significant components of the deferred tax assets of the Company as of December 31, 2023 and 2022:

The Company recognizes interest and penalties, if applicable, related to uncertain tax positions in the income tax provision. There were no reserves for unrecognized tax benefits and no accrued interest related to uncertain tax positions as of December 31, 2023 and 2022.

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

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

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

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

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

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

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

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

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

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

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

As of December 31, 2023 and 2022, the Company has no material commitments or contingencies.

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

ITEM 9. ~~Changes In and Disagreements With Accountants on Accounting and Financial Disclosure~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The Company has had no disagreements with its principal independent accountants with respect to accounting practices or procedures or financial disclosure.

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

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management evaluated the effectiveness of our internal control over financial reporting as of ~~September 30, 2017.~~December 31, 2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO - 2013”) in Internal Control - Integrated Framework. Further, our management considered the lack of operations and revenue, the limited cash on hand and the limited

transactions which occur on a monthly basis. Based on this evaluation, our management concluded that, as of ~~September 30, 2017,~~December 31, 2023, our internal control over financial reporting was not ~~effective due to~~effective.

Management believes that the ~~small size of the Company and lack of segregation of duties.~~ material weakness set forth above did not have an effect on our financial results.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm since the Company is not an accelerated or larger accelerated filer.

Evaluation of Changes in ~~internal control~~Internal Control over ~~financial reporting~~Financial Reporting

There have been no changes in internal control over financial reporting that occurred during the last fiscal quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

~~Item~~ITEM 10. ~~Directors, Executive Officers, and Corporate Governance~~DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth as of December ~~15, 2017,~~31, 2023, the name, age, and position of each executive officer and director and the term of office of each director of the Company.

Set forth below is ~~certain biographical information regarding~~a brief description of the ~~Company's~~background and business experience of our sole executive ~~officers~~officer and ~~directors.~~director:

~~Anthony Brandon Escobar,~~Xiao Jun Kong, age ~~42,~~52, has served as our Chief Executive Officer, Chief Financial Officer and Director since July 13, 2019. He currently serves as the Chief Executive Officer of Guangdong HY Capital Management CO., LTD and has served in that role since 2011. From 2007 to 2011, Mr. Kong was the Executive Director of the Asia Aluminum Group. Mr. Kong has experience in leading large-scale M&A and investment projects in different industries such as agriculture, film and media, and cultural tourism. Mr. Kong holds a bachelor degree in accounting from Southwestern University of Finance and Economics in Chengdu, Sichuan, China. He is also qualified as Chinese Certified Public Accountant, Certified Tax Agent, US Chartered Financial Analyst, and Fellow of the Institute of Financial Accountants UK. Mr. Kong brings to our board his experience in business development, strategic planning, and management.

Liu Yang, age 38, has been a director to hold office since May 13, 2019. She currently serves as the Investment Director of ~~the Company since March 5, 2004,~~Guangdong HY Capital Management Co., Ltd and has ~~been President~~served in that role since 2015. Ms. Liu has experience in M&A and investment projects in different industries such as consumer goods, agriculture, cultural tourism, and education. Ms. Liu holds a bachelor degree in Economics from Southern China University of Technology in Guangzhou, Guangdong, China.

Cheng Ni Hu, age 33, was appointed to serve as our director since July 9, 2020. She currently serves as the ~~Company~~Marketing director of KangHuaGuoYao (GuangDong) Tech Pty. Ltd. for formulating the company’s strategy in marketing, branding and producing, and has served in that role since ~~March 12, 2004. In addition~~December 2018. From 2016 to ~~his management position with the Company, he~~2018, she served as restore and relocate project manager in North Sydney Railway. Ms. Hu graduated from the University of ~~Utah~~Sydney with a Bachelor degrees in ~~2001~~Commerce and Combined Commerce (Marketing) and Public Affair from Southern California University. Ms. Hu brings to the Board her experience in marketing and operations.

Yunsi Liu, age 36, has been a President and director of China Foods, prior to the Merger, since January 15, 2019. She currently serves as the General Manager of Dray Alliance (a venture-backed, technology startup in the trucking industry) and has served in that role since 2019. Concurrently, she is the Managing Partner of Craft and Swan, LLC. From 2015 to 2020, Ms. Yunsi Liu served in executive capacities for various startups in the Southern California region. Ms. Liu graduated from the University of Pennsylvania with a Bachelor of Science ~~degree~~ in Communications. Mr. Escobar has been self-employed owning and operating Absolute Laboratories, Inc., that distributes dietary supplements to health food stores and pharmacies. Mr. Escobar is also a licensed real estate agent.

Sean Escobar, age 37, has been a Director of the Company since March 5, 2004, and has been Vice President of the Company since March 12, 2004. In addition to his management position with the Company, he has worked as an independent contractor as a nutritional product sales representative primarily for Isagenix International, Inc.

Anthony Coletti, age 47, has been a Director of the Company since March 5, 2004, and has been Secretary and Treasurer of the Company since March 12, 2004. In addition to his management position with the Company, he graduatedEconomics degree from the ~~University of Utah in 1993 with~~Wharton School, and a Bachelor of Arts in Philosophy degree from the College of Arts and Sciences. Ms. Liu brings to the Board her experience in ~~Marketing. Mr. Coletti has worked in the field of ophthalmology as a Glaucoma Specialty Sales Representative for Alcon Laboratories~~finance, management and ~~has managed a territory including the states of Utah, Idaho, Montana, and Wyoming, where he has worked with over 240 physicians.~~operation.

~~Anthony Brandon Escobar and Sean Escobar are brothers and Anthony Coletti is the brother-in-law to Anthony Brandon Escobar and Sean Escobar.~~

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

~~(1)~~

filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

~~(2)~~

~~was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);~~

~~(3)~~

was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:

~~(i)~~

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

~~(ii)~~

~~engaging in any type of business practice; or~~

~~(iii)~~

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

~~(4)~~

was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;

~~(5)~~

was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated.

~~(6)~~

was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our directors, executive officers, and the persons who beneficially own more than 10% of the Common Stock and securities convertible into shares of Common Stock (together with the Common Stock, “Subject Shares”), to file with the SEC initial reports of ownership and reports of changes in ownership of Subject Shares. Directors, officers and greater than 10% beneficial owners of the Subject Shares are required by the SEC’s regulations to furnish us with copies of all forms they file with the SEC pursuant to Section 16(a) of the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the fiscal year ended ~~September 30, 2017.~~December 31, 2023.

~~Item~~Code of Ethics

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

Corporate Governance

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

Audit Committee

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

Family Relationships

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

Involvement in Certain Legal Proceedings

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

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

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

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

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

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

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

Conflicts of Interest

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

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

ITEM 11. ~~Executive Compensation~~EXECUTIVE COMPENSATION

Summary Compensation Table

The following tables set forth, ~~certain summary information concerning the compensation paid or accrued~~ for each of the ~~Company’s~~ last ~~three~~two completed fiscal years of the Company, the total compensation awarded to, ~~the Company's~~earned by or ~~its~~paid to any person who was a principal ~~subsidiaries’ chief~~ executive officer during the preceding fiscal year and ~~each of its~~every other highest compensated executive officers ~~that received compensation in excess of~~earning more than $100,000 during ~~such period (as determined at September 30, 2017,~~ the ~~end~~last fiscal year (together, the “Named Executive Officers”). The tables set forth below reflect the compensation of the ~~Company's last completed fiscal year):~~Named Executive Officers.

Summary Compensation Table

Name and
Principal Position

Year

Salary

Bonus

Stock
Awards

Option
Awards
Non-Equity
Incentive Plan
Compensation
All
Other Compensation

Total
Anthony Escobar
2017
-0-
-0-
-0-
-0-
-0-
-0-
-0-
CEO
2016
2015
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-

Name and Principal
Position

Year

Salary

Bonus

Stock

Awards

Option

Awards

Non- Equity

Incentive Plan

Compensation

All

Other

Compensation

Total

Kong Xiao Jun

2023

-0-

Chief Executive Officer, Chief Financial Officer, and director

2022

-0-

Cash Compensation – No cash compensation was paid to any director or executive officer of the Company during the fiscal years ended ~~September 30, 2017, 2016,~~December 31, 2023, and ~~2015.~~2022. Mr. Kong was paid no compensation for his roles as CEO, CFO and director for the years of 2023 and 2022. Mr. Kong agreed to take no compensation during this time frame to voluntarily reduce the financial obligation of the Company. He currently serves as the Chief Executive Officer of Guangdong HY Capital Management CO. LTD (“GHCMC”), which is not a competitor of the Company or GXXHIC. The CEO of GHCMC is a part-time position, requiring Mr. Kong to attend management meetings and Board of Director meetings, It is estimated that Mr. Kong’s service as CEO of GHCMC is very insignificant compared to his service to the Company, and these roles do not pose any conflict of interest. Mr. Kong does not hold any other positions in any other entities.

Bonuses and Deferred Compensation – None

Compensation Pursuant to Plans – None

Pension Table – None

Other Compensation – None

Compensation of Directors ~~– None~~

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

Non-Employee Director Fees

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

Name

Year

Fees earned or paid

in cash*

($)

Stock

awards

($)

Option

awards

($)

Non-equity

incentive

plan

compensation

($)

Change in

pension

value and

nonqualified

deferred

compensation

earnings

All other

compensation

($)

Total

($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Yunsi Liu

2023

–

2022

–

* All fees were paid in United States Dollars.

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

Termination of Employment and Change of Control Arrangement

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

~~Item~~ITEM 12. ~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

The following table sets forth ~~as of December 15, 2017, the name and~~certain information concerning the number of shares of ~~the Company's~~our common stock ~~held~~owned beneficially as of ~~record or beneficially by~~March 29, 2023 by: (i) each person ~~who held of record, or was~~(including any group) known ~~by the Company~~to us to own ~~beneficially,~~ more than 5%five percent (5%) of ~~the 5,291,309 issued~~any class of our voting securities, (ii) each of our directors and ~~outstanding shares~~each of ~~the Company's common stock,~~our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and ~~the name and shareholdings of each director and of all~~(iii) officers and directors as a ~~group~~.

~~Amount and Nature of~~

~~Title of Class~~

~~Name of Beneficial Owner~~

~~Beneficial Ownership (1)~~

~~Percent of Class~~

~~Class “A” Voting~~

~~Anthony Brandon Escobar~~

~~4,937,500~~

~~94.03%~~

~~12587 S. 1745 E.~~

~~Draper, Utah 84020~~

~~Name of Officer, Director~~

~~Amount and Nature of~~

~~Title of Class~~

~~and Nominee~~

~~Beneficial Ownership (1)~~

~~Percent of Class~~

~~Class “A” Voting~~

~~Anthony Brandon Escobar~~

~~----------See Above----------~~

~~President~~

~~Class “A” Voting~~

~~Sean Escobar~~

~~31,250~~

~~00.59%~~

~~Vice President~~

~~12913 S. Boulter St.~~

~~Draper, Utah 84020~~

~~Class “A” Voting~~

~~Anthony Coletti~~

~~31,250~~

~~00.59%~~

~~Secretary/Treasurer~~

~~3036 W. Harper Peak Ct.~~

~~South Jordan, Utah 84095~~

~~All Officers~~

~~and Directors~~

~~as a Group (3 person)~~

~~5,000,000~~

~~95.22%~~

~~(1) All shares are owned directly, beneficially and of record; and each shareholder has~~group. Unless otherwise indicated, the shareholders listed possess sole voting and investment ~~and dispositive~~ power ~~unless otherwise noted.~~with respect to the shares shown.

Name of Beneficial Owner (2)	Amount and Nature of Beneficial Ownership (1)		Percent of Class
Officers and Directors
Xiao Jun Kong (3)		18,951,000		93.57	%
Cheng Ni Hu		675,000		3.33	%

All executive officers and directors as a group (2 persons)		19,626,000		96.90	%

Shareholders Holding In Excess of 5%
HY (HK) Financial Investments Co., Ltd. (3)		5,001,000		24.69	%

(1)

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has the right to acquire within 60 days of March 29, 2023. Applicable percentage ownership is based on 20,252,309 shares of common stock outstanding as of March 29, 2023, and any shares that such person or persons has the right to acquire within 60 days of March 29, 2023, is deemed to be outstanding for such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

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

ITEM 13. ~~Certain Relationships and Related Transactions and Director Independence.~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Transactions with management and others

During the ~~fiscal~~ year ended ~~September 30, 2017,~~December 31, 2023, there were ~~no material~~ transactions, or series of similar transactions, since the beginning of the ~~Company's~~Company’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be party, in which the amount involved exceeds $60,000, and in which any director or executive officer, or any security holder who is known by the Company to own of record or beneficially more than 5% of any class of the ~~Company's~~Company’s common stock, or any member of the immediate family of any of the foregoing persons, has an interest. Please see Note 13 above.

	As of December 31,
	2023			2022
Amount due (to) from a director		(232,344	)		(220,794	)

Amount due (to) a related company		(320,315	)		(199,964	)

At September 30, 2017 the Company owed $103,589 of interest and $220,000 in principal to its president. The amounts owed are set forth in various promissory notes which all but one is past due. To date, the Company’s president has not sought to enforce the delinquency on the notes. Note 1 is for $10,000 and bears interest of 4.5% per year. Note 2 is for $10,000 and bears interest of 4.5% per year and $10,450 in interest and principal was due February 28, 2011. Note 3 is for $20,000 and bears interest of 4.5% per year. $900 in interest was due on January 15, 2011, 2012, and 2013. $20,900 in interest and principal was due January 15, 2014. Note 1, 2 and 3 are in default resulting in an 18% default rate of interest accruing. Note 4 is for $10,000 and bears interest of 4.5% per year. Interest of $450 was due on May 7, 2011, 2012, 2013, 2014 and 2015. Note 4 is in default resulting in a 14% default rate of interest accruing. Interest and principal of $10,450 was due May 7, 2015. Note 5 is for $20,000 and bears interest of 4.75% per year. Interest of $950 was due on February 1, 2012, 2013, 2014 and 2015. Interest and principal of $20,950 was due on February 1, 2015. Note 5 is in default resulting in a 12% default rate of interest accruing. Note 6 is for $20,000 and bears interest of 8.0% per year. Interest of $1,600 is due on February 1, 2013. Interest and principal of $21,600 was due on February 1, 2014. Note 6 is in default resulting in a 12% default rate of interest accruing. Note 7 is for $20,000 and bears interest of 8.0% per year. Interest of $1600 is due on March 1, 2014. Interest and principal of $21,600 was due on March 1, 2015. Note 7 is in default resulting in a 12% default rate of interest accruing. Note 8 is for $20,000 and bears interest of 8.0% per year. Interest of $1,600 was due February 3, 2015. Interest and principal of $21,600 was due on February 3, 2016. Note 8 is in default resulting in a 12% default rate of interest accruing. Note 9 is for $30,000 and bears interest of 8.0% per year. Interest of $2,400 was due December 12, 2016. Interest and principal of $32,400 was due December 12, 2016. Note 9 is in default resulting in a 12% default rate of interest accruing. Note 10 is for $30,000 and bears interest of 8.0% per year. Interest of $2,400 was due January 5, 2017. Interest and principal of $32,400 is due January 5, 2018. Note 11 is for $30,000 and bears interest of 8.0% per year. Interest of $2,400 is due December 27, 2017. Interest and principal of $32,400 is due December 27, 2018.ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~Indebtedness of Management~~

Except as set forth above related to the notes owed to the Company’s president, there were no material transactions, or series of similar transactions, since the beginning of the Company's last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $60,000 and in which any director or executive officer, or any security holder who is known to the

~~Company to own of record or beneficially more than 5% of any class of the Company's common stock, or any member of the immediate family of any of the foregoing persons, has an interest.~~

~~Transactions with Promoters~~

~~There have been no transactions between the Company and promoters during the last fiscal year.~~

~~Item 14. Principal Accountant Fees and Services~~

(1) Audit Fees - The aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s ~~principal accountant~~auditor for the audit of the annual financial statements and review of financial statements included in the Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are: ~~$8,500~~$44,000 for ~~2017~~2023 and ~~$8,500~~$42,000 for ~~2016.~~2022.

(2) Audit-Related Fees - The aggregate fees billed in each of the last two fiscal years for assurance and related services by the Company’s principal accountant that are reasonably related to the performance of the audit or review of the financial statements and are not reported in (1) ~~Audit~~Audit-related Fees: $0 for ~~2017~~2023 and $0 for ~~2016.~~2022.

(3) Tax Fees - The aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s principal accountant for tax compliance, tax advice, and tax planning: $0 for ~~2017~~2023 and ~~$800~~$0 for ~~2016.~~2022.

(4) All Other Fees - The aggregate fees billed in each of the last two fiscal years for products and services provided by the Company’s principal accountant, other than the services reported in (1) Audit Fees; (2) Audit-Related Fees; and (3) Tax Fees: $0 for ~~2017~~2023 and $0 for ~~2016.~~2022.

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

(6) Not ~~Applicable~~Applicable.

~~Part~~PART IV

ITEM 15. ~~Exhibits, Financial Statement Schedules~~EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1)		List of Financial statements included in Part II hereof

		Report of Independent Registered Public Accounting Firm
		Consolidated Balance Sheet:
		December 31, 2023 and 2022
		Consolidated Statements of Operations and Comprehensive Loss:
		For the years ended December 31, 2023 and 2022
		Consolidated Statements of Changes in Shareholders’ Equity:
		For the years ended December 31, 2023 and 2022
		Consolidated Statements of Cash Flows:
		For the years ended December 31, 2023 and 2022
		Notes to Consolidated Financial Statements:
		For the years ended December 31, 2023 and 2022

(a)(2)		List of Financial Statement schedules included in Part IV hereof: None

(a)(3)		Exhibits

		The following exhibits are included herewith:

	Exhibit No.		Description

	31.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101.INS*		Inline XBRL Instance Document
	101.SCH*		Inline XBRL Taxonomy Extension Schema Document
	101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
	101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
	104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

~~Financial Statements~~ ~~– the following financial statements~~Following are ~~included~~a list of exhibits which we previously filed in ~~this report:~~

~~Title of Document~~

~~Page~~

~~Report of Independent Registered Public Accounting Firm~~

~~F-1~~

~~Balance Sheet~~

~~F-2~~

~~Statements of Operations~~

~~F-3~~

~~Statements of Stockholders’ (Deficit)~~

~~F-4~~

~~Statements of Cash Flows~~

~~F-5~~

~~Notes to Financial Statements~~

~~F-6-9~~

~~Financial Statement Schedules~~ ~~– There are no financial statement schedules are included as part of this report~~

~~Exhibits~~ ~~– The following exhibits are included as part of this report:~~

~~Exhibit~~

~~Reference~~

~~Number~~

~~Title of Document~~

~~Location~~

~~3.01~~

~~Articles of Incorporation~~

Incorporated by reference*

~~3.04~~

~~Bylaws~~

Incorporated by reference*

~~4.01~~

~~Specimen Stock Certificate~~

Incorporated by reference*

~~31.01~~

~~CEO certification Pursuant to 18 USC~~

~~Section 1350, as adopted pursuant to~~

~~Section 302 of Sarbanes-Oxley Act of 2002~~

~~This Filing~~

~~31.02~~

~~CFO certification Pursuant to 18 USC~~

~~Section 1350, as adopted pursuant to~~

~~Section 302 of Sarbanes-Oxley Act of 2002~~

~~This Filing~~

~~32.01~~

~~CEO Certification pursuant to Section 906~~

~~This Filing~~

~~32.02~~

~~CFO Certification pursuant to Section 906~~

~~This Filing~~

~~101.INS~~

~~XBRL Instance~~

~~101.XSD~~

~~XBRL Schema~~

~~101.CAL~~

~~XBRL Calculation~~

~~101.DEF~~

~~XBRL Definition~~

~~101.LAB~~

~~XBRL Label~~

~~101.PRE~~

~~XBRL Presentation~~

* Incorporated by reference from the Company's registration statement on Form 10-SBother reports which we filed with the ~~Commission,~~ SEC, ~~file no. 1-32522.~~including the Exhibit No., description of the exhibit and the identity of the Report where the exhibit was filed.

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

(1)	Incorporated by reference to the Exhibits to the Definitive Information Statement on Schedule 14C filed with the Securities and Exchange Commission on February 20, 2019.
(2)	Incorporated by reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2020.
(3)	Incorporated by reference to the Current Report on Form 8-K/A filed with the Securities and Exchange Commission previously filed on September 2, 2020.
(4)	Incorporated by Reference to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 9, 2020.
(5)	Incorporated by reference to the Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on February 7, 2023.

SIGNATURES

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

~~Trafalgar Resources, Inc.~~

~~Date: December 27, 2017~~

~~By:~~ ~~/s/ Anthony Brandon Escobar~~

~~Anthony Brandon Escobar, President and~~

~~Director (Principal Executive Officer)~~

~~By:~~ ~~/s/ Anthony Coletti~~

~~Anthony Coletti, Principal Accounting Officer~~

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

China Foods Holdings Limited
(Registrant)

Dated: April 15, 2024

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

~~Signature~~

~~Title~~

~~Date~~

~~/s/ Anthony Brandon Escobar~~

~~Anthony Brandon Escobar~~

~~Director~~

~~December 27, 2017~~

~~/s/ Sean Escobar~~

~~Sean Escobar~~

~~Director~~

~~December 27, 2017~~

~~/s/ Anthony Coletti~~

~~Anthony Coletti~~

~~Director~~

~~December 27, 2017~~

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~

~~To The Board of Directors and Stockholders of~~

~~Trafalgar Resources, Inc.~~

We have audited the accompanying balance sheets of Trafalgar Resources, Inc. (the Company) as of September 30, 2017 and 2016, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Trafalgar Resources, Inc. as of September 30, 2017 and 2016, 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 of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has negative working capital and has not generated revenues to cover operating expenses. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~/s/Pinnacle Accountancy Group of Utah~~

~~Farmington, Utah~~

~~December 27, 2017~~

Trafalgar Resources, Inc.
BALANCE SHEETS

September 30, 2017

September 30, 2016

ASSETS

     CURRENT ASSETS

        Cash

$               15,140

$                  15,191
        Prepaid expenses

3,333

2,500

     TOTAL CURRENT ASSETS

18,473

                     17,691

   TOTAL ASSETS

$               18,473

$                  17,691

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

     CURRENT LIABILITIES

        Accounts payable

$                    632

$                      632
        Interest payable - related party

103,589

                     77,889
        Income taxes payable

100

                          100
        Note Payable – Related Party – Current

190,000

                   160,000

     TOTAL CURRENT LIABILITIES

294,321

                   238,621

     LONG-TERM LIABILITIES

        Notes payable -- Related party (Note 2)

30,000

                     30,000

     TOTAL LIABILITIES

324,321

                   268,621

STOCKHOLDERS' (DEFICIT)

        Common stock no par value, 100,000,000 shares
          authorized, 5,251,309 shares issued and outstanding

137,413

                   137,413
        Retained (Deficit)

(443,261)

                 (388,343)

     TOTAL STOCKHOLDERS' (DEFICIT)

(305,848)

                 (250,930)

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)

$               18,473

$                  17,691

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

Trafalgar Resources, Inc.
STATEMENTS OF OPERATIONS

Year Ended September 30, 2017

Year Ended September 30, 2016
Statement of Income

   Income

$                        -

$                        -
   Cost of Sales

-

-

   GROSS PROFIT

-

                           -

   Expenses

     General and Administrative

29,118

                  26,782
   Total Expenses

29,118

26,782

   Other Income and (Expenses)

     Interest (Expense) - Related Party

(25,700)

               (22,067)
     Other Income

-

                           -
   Total other Income and (Expense)

(25,700)

               (22,067)

   (LOSS) BEFORE TAXES

(54,818)

               (48,849)

   PROVISION FOR TAXES

100

                       100

   NET (LOSS)

$            (54,918)

$            (48,949)

   (LOSS) PER COMMON SHARE

   Basic and fully diluted loss per weighted average common share outstanding

$                (0.01)

$                (0.01)

   Weighted average number of common shares outstanding

5,251,309

              5,251,309

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

Trafalgar Resources Inc.
STATEMENT OF STOCKHOLDERS' (DEFICIT)
FOR THE YEARS ENDED
SEPTEMBER 30, 2017 AND 2016

Common Stock Shares

Common Stock Amount

Retained Deficit

Total Stockholders' Equity (Deficit)

Balance at September 30, 2015
           5,251,309

$    137,413

$ (339,394)

$       (201,981)
            Net loss for year

     (48,949)

              (48,949)

Balance at September 30, 2016
           5,251,309

$    137,413

$ (388,343)

$       (250,930)
           Net loss for year

(54,918)

(54,918)

Balance at September 30, 2017
5,251,309

$    137,413

$ (443,261)

$       (305,848)

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

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

~~TRAFALGAR RESOURCES, INC.~~

~~Notes to Financial Statements~~

~~September 30, 2017~~

~~Note 1: Summary of Significant Accounting Policies~~

~~Organization and Operations~~

Trafalgar Resources, Inc. (the "Company") was incorporated under the laws of the State of Utah on October 25, 1972. The Company is considered a development stage enterprise because since October 1, 2003 it has not commenced operations that have resulted in significant revenue and the Company's efforts have been devoted primarily to activities related to raising capital and attempting to acquire an operating entity.

~~Cash and Cash Equivalents~~

~~The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.~~

~~Use of estimates~~

These financial statements are prepared in conformity with accounting principles generally accepted in the United States of America and require that management make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. The use of estimates and assumptions may also affect the reported amounts of revenues and expenses. Actual results could differ from those estimates or assumptions.

~~Net loss per share of common stock~~

The loss per share of common stock is computed by dividing the net loss during the period presented by the weighted average number of shares outstanding during that same period. Dilutive earnings per share include the effect of any potentially dilutive debt or equity under the treasury stock method, if including such instruments is dilutive. The Company's diluted earnings/loss per share is the same as the basic earnings/loss per share for the years ended September 30, 2017 and 2016, as there are no potential shares outstanding that would have a dilutive effect.

~~Income taxes~~

We account for income taxes in accordance with FASB ASC 740-10-05, “Accounting for Income Taxes”. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets will be reflected on the balance sheet when it is determined that it is more likely than not that the asset will be realized. A valuation allowance has currently been recorded to reduce our deferred tax asset to $0.

~~Revenue recognition~~

We will recognize revenue in accordance with FASB ASC 605, “Revenue Recognition.” Under FASB ASC 605, revenue is recognized at the point of passage to the customer of title and risk of loss, when there is persuasive evidence of an arrangement, the sales price is determinable, and collection of the resulting receivable is reasonably assured. We recognize revenue as services are provided. Revenues are reflected net of coupon discounts.

~~Fair value of financial instruments~~

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, and other current assets, accounts payable, taxes payable, accrued expenses and other current liabilities, approximate their fair values because of the short maturity of these instruments.

~~TRAFALGAR RESOURCES, INC.~~

~~Notes to Financial Statements~~

~~September 30, 2017~~

~~(continued)~~

~~Note 1: Summary of Significant Accounting Policies (continued)~~

~~Going concern~~

As shown in the accompanying financial statements, the Company had a working capital deficit and a retained deficit incurred through September 30, 2017 which raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event the Company cannot continue in existence. Management intends to seek new capital from a related party to provide needed funds.

~~New accounting pronouncements~~

The Company has reviewed Accounting Standards Updates (“ASU”) through ASU No. 2017-14, which contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

~~NOTE 2: RELATED PARTY TRANSACTIONS~~

At September 30, 2017 the Company owed $103,589 of interest and $220,000 to its President. Note 1 is for $10,000 and bears interest of 4.5% per year. Note 2 is for $10,000 and bears interest of 4.5% per year and $10,450 in interest and principal was due February 28, 2011. Note 3 is for $20,000 and bears interest of 4.5% per year. $900 in interest was due on January 15, 2011, 2012, and 2013. $20,900 in interest and principal was due January 15, 2014. Note 1, 2 and 3 are in default resulting in an 18% default rate of interest accruing.

Note 4 is for $10,000 and bears interest of 4.5% per year. Interest of $450 was due on May 7, 2011, 2012, 2013, and 2014. Interest and principal of $10,450 was due May 7, 2015. Note 4 is in default resulting in a 14% default rate of interest accruing.

Note 5 is for $20,000 and bears interest of 4.75% per year. Interest of $950 was due on February 1, 2012, 2013, and 2014. Interest and principal of $20,950 was due on February 1, 2015. Note 5 is in default resulting in a 12% default rate of interest accruing.

Note 6 is for $20,000 and bears interest of 8.0% per year. Interest of $1,600 was due on February 1, 2013. Interest and principal of $21,600 was due on February 1, 2014. Note 6 is in default resulting in a 12% default rate of interest.

Note 7 is for $20,000 and bears interest of 8.0% per year. Interest of $1,600 was due on March 1, 2014. Interest and principal of $21,600 was due on March 1, 2015. Note 7 is in default resulting in a 12% default rate of interest accruing.

Note 8 is for $20,000 and bears interest of 8.0% per year. Interest of $1,600 was due February 3, 2015. Interest and principal of $21,600 was due on February 3, 2016. Note 8 is in default resulting in a 12% default rate of interest accruing.

Note 9 is for $30,000 and bears interest of 8.0% per year. Interest of $2,400 was due December 12, 2016. Interest and principal of $32,400 was due December 12, 2016. Note 9 is in default resulting in a 12% default rate of interest accruing.

~~TRAFALGAR RESOURCES, INC.~~

~~Notes to Financial Statements~~

~~September 30, 2017~~

~~(continued)~~

~~NOTE 2: RELATED PARTY TRANSACTIONS (continued)~~

~~Note 10 is for $30,000 and bears interest of 8.0% per year. Interest of $2,400 was due January 5, 2017. Interest and principal of $32,400 is due January 5, 2018.~~

~~Note 11 is for $30,000 and bears interest of 8.0% per year. Interest of $2,400 is due December 27, 2017. Interest and principal of $32,400 is due December 27, 2018~~

~~Notes payable – related party are due as follows:~~

~~2017: $190,000~~

~~2018: 30,000~~

~~NOTE 3: INCOME TAXES~~

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of 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. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Income tax periods 2014, 2015 and 2016 are open for examination by taxing authorities.

~~The income tax expense (benefit) for the year ended September 30, 2017 differs from the amount computed using the federal statutory rates as follows:~~

Year Ended
September 30, 2017

Year Ended
September 30, 2016
Income tax expense (benefit) at
   $(19,186)

$(17,132)
State taxes
100

100
Change in valuation allowance
     19,186

     17,132

100

100

~~Deferred tax assets for the year ending September 30, 2016 and 2017 are comprised primarily of the following:~~

2017
2016
Net Operating Loss Carryforward
$                     119,946
$                     100,760
Valuation Allowance
$                   (119,946)
$                   (100,760)

0
0

At September 30, 2017 the Company had a net operating loss carry forward of approximately $239,000 that may be offset against future taxable income through 2036. These losses will start to expire in the year 2016 through 2036. No tax benefit has been reported in the financial statements because the Company believes that it is more likely than not that the carryforwards will expire unused. The utilization of future losses may be limited under various provisions of the Internal Revenue Code pertaining to continuity of business operations limits and substantial changes in ownership. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount. The valuation allowance increased during the year ended September 30, 2017 by approximately $19,186. The Company has no tax positions at September 30, 2017 and 2016 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

~~F-8~~

~~TRAFALGAR RESOURCES, INC.~~

~~Notes to Financial Statements~~

~~September 30, 2017~~

~~(continued)~~

~~NOTE 3: INCOME TAXES (continued)~~

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. The Company had no accruals for interest and penalties as of September 30, 2017 and 2016.

~~Note 4: SUBSEQUENT EVENTS~~

The Company has evaluated subsequent events from the balance sheet date and through the date the financial statements were issued. During this period the Company did not have any material recognizable subsequent events.

~~F-9~~

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

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

		Pages

PART I
Item 1.	Business	3
Item 1C	Cybersecurity	10
Item 2.	Properties	10
Item 3.	Legal Proceedings	10
Item 4.	Mine Safety Disclosures	10

PART II
Item 5.	Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	11
Item 6.	Selected Financial Data	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A.	Quantitative And Qualitative Disclosures About Market Risk	25
Item 8.	Financial Statements and Supplementary Data	26
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosures	48
Item 9A.	Controls and Procedures	48
Item 9B.	Other Information	48

PART III
Item 10.	Directors and Executive Officers, Promoters, Control Persons, and Corporate Governance	49
Item 11.	Executive Compensation	52
Item 12.	Security Ownership of Certain Beneficial Owners and Management	53
Item 13.	Certain Relationships and Related Transactions, and Director Independence	54
Item 14.	Principal Accountant Fees and Services	54

PART IV
Item 15.	Exhibits, Financial Statement Schedules	55

Signatures		56


Quarter Ended	High Bid	Low Bid
September 2017	$1.01	$0.55
June 2017	$1.01	$0.55
March 2017	$1.01	$0.55
December 2017	$1.01	$0.55

September 2016	$1.01	$0.50
June 2016	$1.01	$0.50
March 2016	$1.01	$0.50
December 2016	$1.01	$0.50

September 2015	$1.01	$0.50
June 2015	$1.01	$0.50
March 2015	$1.01	$0.50
December 2015	$1.01	$0.50

Quarter Ended	High Bid		Low Bid
December 2023	$	2.50	$	2.50
September 2023	$	2.50	$	2.50
June 2023	$	2.50	$	2.50
March 2023	$	2.50	$	2.50

December 2022	$	1.27	$	1.27
September 2022	$	1.27	$	1.26
June 2022	$	1.26	$	1.25
March 2022	$	1.25	$	1.25

☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the fiscal year ended December 31, 2023

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

	For the transition period from to

	●	Collaborate with third-party e-commerce platforms to boost product exposure, e.g. Tmall, Jingdong mall
	●	Deliver healthcare knowledge and consultation service via social media and We-media
	●	Build brand image and reputation through customer experience and word of mouth
	●	Increase the number of downstream distributors and wholesalers
	●	Strengthen the relationship with manufacturers, suppliers, drug agents and distributors
	●	Pursue strategic acquisitions and partnerships


	For the Year Ended September 30, 2017	For the Year Ended September 30, 2016
Revenues	$ -	$ -
General and Administrative Expenses	29,118	26,782
Net Loss	54,918	48,949
Basic Loss per Share	(0.01)	(0.01)
Diluted Loss per Share	(0.01)	(0.01)
Weighted Average Number of Shares Outstanding	5,251,309	5,251,309
Weighted Average Number of Fully Diluted Shares Outstanding	5,251,309	5,251,309
BALANCE SHEET DATA:
	September 30, 2017	September 30, 2016
Total Current Assets	$ 18,473	$ 17,691
Total Assets	18,473	17,691
Total Current Liabilities	294,321	238,621
Working Capital (Deficit)	(275,848)	(220,930)
Stockholders’ Equity (Deficit)	(305,848)	(250,930)

Product category	Representative Products	Description
Nutrition Catering Series	Jasmine Beauty	Meal replacement and healthy snacks
Special Health Food Series	Power Centinent	Products that support a healthy active lifestyle and enhance Immunity
Health Supplement Series	Fuli Fruit Juice	Functional fruit beverages and dietary and nutritional supplements containing resveratrol, anthocyanin, superoxide enzyme
Skincare Series	Tightness	Facial skin care and recovery
Wine	Ame de Purete	Bordeaux wine from France

	●	Breadth of member base and the products and services featured.
	●	Close and fast pre-sales and after-sales service response.
	●	Ability to reduce the product turnover time and inventory cost.
	●	Relationship and bargaining power with supplier and manufacturer.
	●	Healthcare product effectiveness and acceptance from customer.
	●	Local presence and understanding of local business trends.
	●	Ability to deliver a high volume of relevant services and information to consumers.
	●	Ability to produce high purchase rates for products and services among members.
	●	Strength and recognition of our brand.

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

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

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

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

Gross profit		17,893			46,251			64,144

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

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

	Year Ended December 31, 2022
	Healthcare Segment			Wine Segment			Total
Revenue from external customers:
Consulting service income	$	141,053		$	-		$	141,053
Sale of healthcare products		39,599			-			39,599
Sale of wine products		-			173,444			173,444
Total revenue		180,652			173,444			354,096

Cost of sales:
Consulting service income		(59,747	)		-			(59,747	)
Sale of healthcare products		(14,888	)		-			(14,888	)
Sale of wine products		-			(168,399	)		(168,399	)
Total cost of revenue		(74,635	)		(168,399	)		(243,034	)

Gross profit		106,017			5,045			111,062

Operating expenses:
Selling and distribution		-			(2,988	)		(2,988	)
General and administrative		(416,939	)		(88,579	)		(505,518	)
Total operating expenses		(416,939	)		(91,567	)		(508,506	)

Segment loss	$	(310,922	)	$	(86,522	)	$	(397,444	)

	Years ended December 31,
	2023		2022

Hong Kong	$	15,968	$	140,477
China		142,507		213,619

	$	158,475	$	354,096

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

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

	Year ended December 31, 2023						December 31, 2023
Vendor	Purchases		Percentage of purchases				Accounts payable
Heilongjiang Hengyuan Food Co., Ltd.:	$	7,961		100	%	Total:	$	-

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

Total obligations		21,038		21,038		-		-		-

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

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

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

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

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

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

	Pages

Report of Independent Registered Public Accounting Firm (Firm ID : 3299)	27

Consolidated Balance Sheets	29

Consolidated Statements of Operations and Comprehensive Loss	30

Consolidated Statements of Changes in Shareholders’ Equity	31

Consolidated Statements of Cash Flows	32

Notes to Consolidated Financial Statements	33

	December 31, 2023			December 31, 2022

ASSETS

Current Assets
Cash and cash equivalents		174,877			381,709
Accounts receivable, net		38,831			5,120
Prepayments, deposits and other receivables		66,817			74,813
Right-of-use assets, net		20,796			-
Inventories, net		48,282			138,582
Total Current Assets		349,603			600,224

Non-Current Assets
Plant and equipment, net		12,981			55,495
Right-of-use assets, net		-			20,341
Intangible assets, net		2,597			3,148
Total Non-Current Assets		15,578			78,984

TOTAL ASSETS		365,181			679,208

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current Liabilities
Accounts payable		-			8,013
Accrued liabilities and other payables		93,395			122,660
Customer deposits		68,885			73,602
Lease liabilities		21,038			21,024
Amount due to a director		232,344			220,794
Amount due to a related company		320,315			199,964
Amount due to a related party		320,315			199,964
Income tax payable		20,019			15,722
Total Current-Liabilities		755,996			661,779

Commitment and contingents		-			-

Shareholders’ (Deficit) Equity
Common stock $0.0001 par value, 100,000,000 shares authorized, 20,252,309 and 20,252,309 shares issued and outstanding as of December 31, 2023 and 2022, respectively		2,025			2,025
Additional paid-in capital		1,290,355			1,290,355
Accumulated other comprehensive loss		(7,222	)		(2,678	)
Accumulated deficit		(1,675,973	)		(1,272,273	)
Total Shareholders’ (Deficit) Equity		(390,815	)		17,429

TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY		365,181			679,208

	Share		Amount		capital		deficit			(loss) income			equity
	Common Stock				Additional paid-in		Accumulated			Accumulated other comprehensive			Total shareholders’
	Share		Amount		capital		deficit			(loss) income			equity
Balance at January 1, 2022		20,252,309	$	2,025	$	1,290,355	$	(918,195	)	$	26,516		$	400,701

Foreign currency translation adjustment		-		-		-		-			(29,194	)		(29,194	)

Net loss for the year		-		-		-		(354,078	)		-			(354,078	)

Balance at December 31, 2022		20,252,309		2,025		1,290,355	$	(1,272,273	)	$	(2,678	)	$	17,429
Balance		20,252,309		2,025		1,290,355	$	(1,272,273	)	$	(2,678	)	$	17,429

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

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

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

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

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

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

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

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

Type of products or services	Timing of revenue recognition	For the Year Ended December 31, 2023		For the Year Ended December 31, 2022

Consultancy service fee income	Services transferred over time	$	15,968	$	141,053
Sales of healthcare products	Goods transferred at a point in time		3,344		39,599
Sales of wine products	Goods transferred at a point in time		139,163		173,444

TOTAL		$	158,475	$	354,096

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

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

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

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

Gross profit		17,893			46,251			64,144

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

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

	Healthcare Segment			Wine Segment			Total
	Year Ended December 31, 2022
	Healthcare Segment			Wine Segment			Total
Revenue from external customers:
Consulting service income	$	141,053		$	-		$	141,053
Sale of healthcare products		39,599			-			39,599
Sale of wine products		-			173,444			173,444
Total revenue		180,652			173,444			354,096

Cost of sales:
Consulting service income		(59,747	)		-			(59,747	)
Sale of healthcare products		(14,888	)		-			(14,888	)
Sale of wine products		-			(168,399	)		(168,399	)
Total cost of revenue		(74,635	)		(168,399	)		(243,034	)

Gross profit		106,017			5,045			111,062

Operating Expenses
Selling and distribution		-			(2,988	)		(2,988	)
General and administrative		(412,228	)		(88,579	)		(500,807	)
Total operating expenses		(412,228	)		(91,567	)		(503,795	)

Segment loss	$	(306,211	)	$	(86,522	)	$	(392,733	)

	December 31, 2023		December 31, 2022

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