UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended April 30, ~~2017~~2018

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

For the transition period from [ ] to [ ]

Commission file number 000-53376

ETERNITY HEALTHCARE INC.

(Exact name of registrant as specified in its charter)

Nevada		75-3268426
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

8755 Ash Street, Suite 1, Vancouver, British Columbia, Canada		V6P 6T3
(Address of principal executive offices)		(Zip Code)

Hang Seng Tsim Sha Tsui Bldg

18 Carnarvon Road, Flat/Rm 1006 10/F

Tsim Sha TsuiI, KL Hong Kong

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: ~~(604) 324-1113~~ +8613691884662

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

Title of Each Class		Name of Each Exchange On Which Registered
N/A		N/A

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

Common Stock, Par Value of $0.001 Per Share

(Title of class)

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if smaller reporting company)
		Emerging growth company	☐

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

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

~~The~~As ~~aggregate~~of ~~market~~October ~~value~~31, 2017, the number of ~~Common~~outstanding ~~Stock~~shares of the registrant’s common stock held by non-affiliates of(excluding shares ~~the~~held ~~Registrant~~by ~~on October 31~~directors, ~~2016~~officers ~~was~~and ~~$1,091,045.70~~others ~~based~~holding ~~on a~~more ~~$0.06~~than ~~average~~5% ~~bid~~of ~~and~~the ~~ask~~outstanding ~~price~~shares of ~~such~~the ~~common~~class) ~~equity~~was 10,011,312 asshares. However, ofsince ~~the~~there ~~last~~was ~~business~~no ~~day~~trading ofmarket for the ~~registrant’s~~common ~~most~~stock ~~recently~~as ~~completed second~~of ~~fiscal~~that ~~quarter.~~date, Onit ~~October~~is ~~31,~~impracticable ~~2016~~to ~~non-affiliates~~ascertain of the ~~Registrant~~aggregate market ~~held~~value ~~18,184,095~~of ~~common~~those shares as of that date.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

70As of July 19,~~929~~ 2018,~~868 common~~ ~~shares~~the asregistrant ofhad ~~August~~outstanding 10171,058,437 ~~2017~~shares of common stock.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Item 1.	Business	1
Item 1A.	Risk Factors	115
Item 1B.	Unresolved Staff Comments	1418
Item 2.	Properties	1418
Item 3.	Legal Proceedings	1418
Item 4.	Mine Safety Disclosures	1418
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1419
Item 6.	Selected Financial Data	1820
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1820
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	2223
Item 8.	Financial Statements and Supplementary Data	2223
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	24
Item 9A.	Controls and Procedures	24
Item 9B.	Other Information	2425
Item 10.	Directors, Executive Officers and Corporate Governance	2526
Item 11.	Executive Compensation	2928
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3229
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3330
Item 14.	Principal Accounting Fees and Services	3330
Item 15.	Exhibits, Financial Statement Schedules	3432

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This report contains forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on forward-looking statements. Forward-looking statements include, among other things, statements relating to:

	●	our goals and strategies;

	●	our future business development, financial condition and results of operations;

	●	our expectations regarding demand for, and market acceptance of, our cell stem storage and related medical therapies; and

	●	general economic and business conditions in the regions where we provide our services.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference and filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

Use of Certain Defined Terms

Except where the context otherwise requires and for the purposes of this report only:

the “Company,” “we,” “us,” and “our” refer, prior to August 23 , 2017, the date Team Youn Bio Medicine International Corp. Limited, a China based company (“Team Youn”), acquired approximately 76.04%, of our outstanding shares of common stock from Dr. Hassan Salari and members of his family, to Eternity Healthcare Inc. and its wholly-owned subsidiary Eternity Healthcare Inc., a British Columbia corporation (“Eternity BC”), and thereafter, to the business of Eternity Healthcare Inc. and its wholly-owned subsidiary, Trillion Enterprises Group Limited, a Virgin Islands company, Hong Kong Trillion Holdings Limited, a Hong Kong company (“HK Trillion”), and Tongren Healthy China Biotechnology Co. Ltd., a company organized under the laws of the Peoples’ Republic of China (“Guizhou Tongren”), a company formed on September 15, 2017, to engage in the business of providing stem cell storage and related medical therapies in China, which HK Trillion acquired on December 13, 2017 pursuant to a share exchange agreement with the holders of the outstanding equity interests of Guizhou Tongren;

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

“Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China;

“PRC,” “China,” and “Chinese,” refer to the People’s Republic of China (excluding Hong Kong and Taiwan);

“Renminbi” and “RMB” refer to the legal currency of China;

“Securities Act” refers to the Securities Act of 1933, as amended; and

“US dollars,” “dollars” and “$” refer to the legal currency of the United States.

PART I

Item 1.

Business

This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.Introduction

~~Although~~Until ~~we believe that~~ the ~~expectations~~change ~~reflected~~ in ~~the~~control ~~forward-looking~~described ~~statements are reasonable~~below, we ~~cannot~~were ~~guarantee~~a ~~future~~medical ~~results, levels~~device ofcompany ~~activity~~that, ~~performance~~subject orto ~~achievements.~~government ~~Except as required by applicable law~~approval, ~~including~~planned ~~the~~to ~~securities laws of the United~~manufacture ~~States,~~and wemarket domedical ~~not intend to update any of the forward-looking statements to conform these statements to actual results~~devices.

~~Our~~In ~~consolidated~~August 2017, ~~financial~~Hassan ~~statements~~Salari, ~~are~~Francine ~~stated~~Salari, inJulian ~~United~~Salari, ~~States~~Fredrick ~~Dollars~~Salari, who then collectively owned 53,933,373 shares of our common stock (~~US$~~the “Control Shares”), ~~and~~representing ~~are~~approximately ~~prepared~~76.04%, inof ~~accordance~~our ~~with~~outstanding ~~United~~shares of ~~States~~common stock, sold the Control Shares to Team Youn Bio Medicine International Corp. Limited, a China based company ~~Generally~~(“Team ~~Accepted~~Youn”), ~~Accounting~~for ~~Principles~~a total purchase price of $275,000 pursuant to a Common Stock Purchase Agreement dated July 17 , 2017 (the “Stock Purchase Agreement”).

InContemporaneously ~~this~~with ~~annual~~the ~~report~~sale of the Control Shares, ~~unless~~we ~~otherwise~~sold ~~specified~~to Dr. Hassan Salari, our former President and Chief Executive Officer, all ~~dollar~~of ~~amounts~~the outstanding ~~are~~shares ~~expressed~~of inour ~~United~~wholly-owned ~~States~~subsidiary, ~~dollars~~Eternity Healthcare Inc., a British Columbia corporation (“Eternity BC”), and ~~all~~assigned ~~references~~to Dr. Salari certain intellectual property and technology related to the development, testing and manufacture of our medical device needle free injection technology, together with all “~~common~~know-how” ~~shares~~and other proprietary rights related thereto (the “IP Rights”) ~~refer~~for a total purchase price of $CAD100,000 (equivalent to $USD79,590) pursuant to the ~~common~~Stock Purchase Agreement. Payment of the purchase price for the shares inof ~~our~~the ~~capital~~subsidiary ~~stock~~and the IP Rights was made by crediting an equal amount against the $CAD1,163,966 indebtedness we owed to Dr. Salari for advances made to pay operating expenses. Our remaining $CAD1,063,966 of indebtedness to Dr. Salari was assigned to Team Youn pursuant to the Stock Purchase Agreement.

AsOn ~~used~~October in16, ~~this~~2017, ~~annual~~an ~~report,~~affiliate of our company transferred all of the ~~terms~~shares of Trillion Enterprises Group Limited (“weTrillion Enterprise”), a dormant company incorporated under the law of British Virgin Islands (“usBVI”) on February 23, 2013, ~~“our”~~to ~~and~~us without consideration . Hong Kong Trillion Holdings Limited (“~~our~~HK ~~company~~Trillion”) ~~mean~~was ~~Eternity~~incorporated ~~Healthcare~~by Trillion ~~Inc.~~Enterprise ~~and~~as ~~our~~a wholly -owned subsidiary ~~Eternity~~on ~~Healthcare~~March ~~Inc.~~15, a2013. ~~British~~Both ~~Columbia~~Trillion ~~corporation,~~Enterprise ~~unless~~and ~~otherwise~~HK ~~indicated~~Trillion had no operations since their inception.

~~General~~On ~~Overview~~December 13, 2017, we and HK Trillion entered into a share exchange agreement pursuant to which we issued 17,181,769 shares of our common stock to Guizhou Tongren Zoken Biotechnology Co., Ltd. and Guizhou Zhongjing Times Management Co., Ltd., the equity holders of Guizhou Tongren Healthy China Biotechnology Co. Ltd. (“Guizhou Tongren”), in exchange for all of the outstanding shares of Guizhou Tongren, a company formed on September 15, 2017 to engage in the business of providing stem cell storage and related medical therapies in China. As a result of the share exchange, Guizhou Tongren became a wholly-owned subsidiary of HK Trillion.

WeOn ~~were~~January ~~incorporated~~16, in2018, ~~the~~we ~~State~~issued of82,946,800 ~~Nevada~~shares onof ~~October~~common ~~24,~~stock ~~2007.~~to OnTeam ~~September~~Youn ~~23,~~upon ~~2010,~~conversion weof ~~changed~~CAD ~~our~~$1,063,966 ~~name~~(approximately ~~to Eternity Healthcare~~USD$ ~~Inc.~~829,468) ~~and~~at ~~we effected~~ a ~~reverse~~conversion ~~split~~price of ~~our~~USD$ ~~issued~~0.01 ~~and~~per ~~outstanding~~share, ~~common~~pursuant ~~stock~~to on a 10Debt ~~old~~Conversion ~~shares~~Agreement ~~for~~with 1Team ~~new share basis~~Youn.

On ~~December~~February 1322, ~~2010~~2018 we ~~entered~~amended ~~into~~our ~~and~~articles ~~completed~~of aincorporation ~~share~~to ~~exchange~~authorize ~~agreement~~the ~~with~~issuance ~~Eternity~~of ~~Healthcare~~up ~~Inc.~~to 10,000,000 ashares ~~British~~of ~~Columbia~~preferred ~~corporation,~~stock ~~wherein~~by weour ~~acquired~~Board ~~Eternity~~of BCDirectors in one or more series, with such designations, powers, privileges, rights, qualifications and limitations as our ~~wholly~~Board ~~owned~~of ~~subsidiary~~Directors may determine, and ~~abandoned~~to ~~our~~increase ~~former~~the ~~business~~number of shares of common stock we are authorized to ~~focus~~issue onfrom 300,000,000 to 1,000,000,000 (the ~~operations~~“Charter Amendment”). The Charter Amendment was adopted and approved by unanimous written consent in lieu of a meeting of our Board of Directors dated as of January 18, 2018 and by written consent in lieu of ~~Eternity~~a BCmeeting of stockholders signed by Team Youn, the record owner of 137,880,173 shares of our common stock, representing approximately 80.60% of our outstanding shares of common stock.

On June 5, 2014 our company registered to operate within the state of Arizona with the intention to take over operations within the United States from our Canadian subsidiary. Beginning January 1, 2016 our company took over operations within the United States from Eternity Healthcare, Inc. (BC).Overview

~~Our~~We ~~Current~~are ~~Business~~engaged in the business of providing stem cell storage and related medical therapies in China. Guizhou Tongren, our wholly-owned subsidiary, a leading stem cell therapy service company serving Guizhou Province and Western China, is constructing a 50,000 square-feet facility in Tongren, Guizhou Province, China for stem cell harvesting, storage and transformation, and patient treatment that will utilize the proprietary biotechnology developed by partner entities which is expected to be operational in September 2018. Guizhou Province is located in southwest China with a population of approximately 35.5 million. The facility will consist of a fully equipped stem cell therapy laboratory, immune cell research room, a genetics and gene research laboratory, and customer treatment rooms. Upon completion, the facility will be capable of servicing about 45,000 patients annually, and storing about 200,000 cell units.

We are a medical device company that, subject to government approval, plans to manufacture and market medical devices. Our first product to be marketed is a needle-free injection system. The products which we hope to market in the future differ from other current offerings by allowing ordinary people to perform injection of medication without the need for professionals.

On June 25, 2012, we entered into a marketing agreement to sell a device which does not require a needle for injection of medicine to the body from Mika Medical Company of South Korea. They provided us with the exclusivity rights for this device throughout North America, Germany, France and Spain and non-exclusive rights for the world market. In 2015, we decided to bring our own needle-free injection device with superior technology to market and cancelled our contract with Mika Medicals.

~~Principal~~Once ~~Product~~completed, the facility will provide its clients with treatments and services similar to those provided by hospitals which rely upon specialized laboratories to service their clients. Unlike those hospitals, which ship their patients’ stem cells to external laboratories for storage and transformation, all work will be done on site at the Tongren facility.

~~Currently,~~On ~~our~~March ~~company~~26, is2018, ~~focused~~we onentered into a ~~new~~Credit ~~needle-free~~Loan ~~injection~~Agreement ~~device~~with ~~technology.~~Shenzhen ~~This~~Dongyang ~~product~~Medical isTechnology ~~currently~~Co., ~~under~~Ltd. ~~development~~(“Dongyang Medical”), as lender, and weour ~~hope~~ wholly-owned subsidiary, Guizhou Tongren, pursuant to bewhich ~~able~~we agreed to ~~finish~~guaranty bypayment of the ~~end~~indebtedness under a loan facility providing Guizhou Tongren with advances of ~~2017~~up to $25 million. WeAdvances ~~then~~under ~~plan~~the toloan facility ~~register~~bear ~~with~~interest at the ~~regulatory~~rate ~~authorities~~of in10% ~~various~~per ~~countries~~annum. ~~including~~The loan facility has a term of five years. Advances under the credit facility inwill be used to construct and equip the ~~United~~medical ~~States~~facility and to provide Guizhou Tongren with working capital to operate the ~~FDA~~medical facility.

~~Needle-free~~On ~~Injection~~May ~~System~~10, ~~Applications~~2018, Guizhou Tongren entered into a Procurement Consignation Agreement with Dongyang Medical and consigned Dongyang Medical to procure medical equipment costing approximately $31.36 million (RMB 198.568 million) that Guizhou Tongren will need to carry out its planned cell storage, transformation and application service business. Pursuant to the agreement, Guizhou Tongren will pay the purchase price to Dongyang Medical in five years after the equipment is accepted by Guizhou Tongren. Any unpaid balances will bear 10% interest annually from the date of acceptance, and the interest is payable every six months.

~~Diabetes~~Our -organizational Itstructure is estimated that there are 50 million diabetics in North America with 8.3% of the total population actually diagnosed. Of the diagnosed diabetic patients, approximately 6 million of those patients (20%) are receiving insulin on a daily basis. The fear surrounding their daily injection is needless as ~~there is technology available to deliver the insulin below the skin that does not require a needle. This option results in a soft injection system that is less painful and less intimidating.~~follows:

~~Pediatric Oncology~~Eternity –Healthcare ItInc. is(a ~~well~~Nevada ~~known~~corporation) ~~that~~100% ~~children~~Trillion ~~are~~Enterprises ~~horrified~~Group ofLimited ~~the needle and as result, parents sometimes give up the use of those drugs that have to be injected with~~ (a ~~needle~~BVI ~~and move towards oral drugs (though that is also horrible due to taste barrier~~company)~~, or~~ go100% ~~for~~Hong ~~intravenous~~Kong ~~catheters.~~Trillion ~~There~~Holdings ~~are~~Limited ~~about 20 injectable anti-cancer drugs where~~ (a ~~needle-free~~Hong ~~injection~~Kong ~~device~~company) ~~can~~100% beTongren ~~used instead~~Healthy ofChina aBiotechnology ~~needle~~Co. ~~Approximately~~Ltd. 10(a ~~million~~PRC ~~children and adolescents receive injections annually.~~company)

MSWe –were ~~Multiple~~incorporated ~~sclerosis~~in isthe aState ~~neurological~~of ~~disease~~Nevada ~~affecting~~on ~~almost~~October ~~400~~24,~~000~~ ~~people~~2007 inunder the ~~United~~name ~~States~~Kids Book Writer Inc. ~~Most~~On ~~patients~~September ~~receive~~23, 2010, we changed ~~different~~our ~~forms~~name ofto ~~interferons~~Eternity ~~under~~Healthcare ~~various~~Inc. ~~brand~~Our ~~names,~~executive ~~which~~offices are ~~injected~~located ~~subcutaneously~~at onHang aSeng ~~daily~~Tsim ~~basis~~Sha Tsui Bldg., ~~Needle-free~~18 ~~injection~~Carnarvon Road, Flat/Rm ~~devices~~1006 ~~could~~10/F,Tsim beSha ~~used~~TsuiI, byKL ~~those~~Hong ~~patients~~Kong, ~~who~~and ~~are~~our ~~tired~~telephone ofnumber ~~needle~~is ~~injection~~+8613691884662.

Growth Hormones - Human growth hormones are used for children suffering from lack of growth height and various other conditions and also in adults for work performance, sport performance, losing fat etc. The use of injection by needle for the growth hormones has been a cause of mental barrier for people. Needle-free injection devices are an excellent option for those who do not like needle injections.

Anesthetics – Local anesthetics such as lidocaine are used routinely for surface surgery, dental work and cosmetic procedures. Patients are apprehensive about needles going through their skin for desensitization, particularly where face or dental work is involved. Needle-free injection devices can deliver local anesthetic and pain killer conveniently. Over 20 million injections for local anesthetics are performed annually.

Vaccine - Vaccinations involving a whole range of products is a major healthcare activity. Globally over 1 billion vaccinations of different kinds are performed annually and it is estimated in the US to be about 20 million per annum. Some vaccines are given subcutaneously, some intramuscularly and some intradermally. Most vaccinations (about 90%) are carried out in children. Children become distressed when they receive needles for their vaccinations. Needle-free injection devices are a painless and preferable method of delivering vaccinations to children. .

Cardiovascular - Death due to cardiovascular disease and stroke today surpasses death due to cancer. There have been approximately 30 million deaths resulting from cardiovascular failures in the US. Often oral medications fail to act due to the time in which it takes a drug to get from the digestive organs to the blood. Injectable medications are clearly the better choice. The use of Needle-free injection devices for the injection of cardiovascular medication is invaluable to healthcare professionals concerned with self-contamination and other ancillary inconveniences associated with the use of needles.

Migraine – Migraines are severe pain conditions which are highly common among the adult population. A quick injection of anti-migraine drugs or other sorts of pain killers, including opiates, are often used. Needles are often not a desirable tool for these patients and they may be inclined to use a potentially less effective and slower working non-injection approach. Once again Needle-free injection devices can alleviate the discomfort and inconvenience of needles while providing similar benefits.

Market for Our Services

~~Intended~~In recent years, cell therapy and ~~Current~~stem cell technologies’ development has induced rapid growth in the stem cell related treatment market globally. According to Technavio, the global cell therapy market reached $63.5 billion in year 2015 and will grow at a 34% rate for the next 20 years. China has been a major player in stem cell technology research and application due to less religious resistance, large clinical resources from its population and patient base, and government policies’ support.

~~Retail~~From ~~Pharmacies~~the perspective of an industry chain, the first level of the stem cell industry is the extraction and storage of stem cells, the midstream is the research and development of stem cell preparation and related stem cell drugs, and the last level is the therapeutic application of stem cells. According to Market Research and Transparency Market Research, China’s stem cell industry is established. However, the market is still very under-served outside of tier-one cities such as Beijing, Shanghai and Shenzhen. The current national total stem cell storage rate in 2016 was still less than 1% in China, and the regional storage rate varies greatly. The estimated stem cell storage rate in 2016 in more developed regions is approximately 3% (based on the number of new subscriber sign-ups for the year divided by the number of newborns). Market Research & Transparency Market Research also points out that, China’s stem cell storage market should be expected to exceed RMB 30 billion if it catches developed countries’ storage rate level.

~~Currently,~~As one of the ~~needle-free~~few ~~injectors~~players ~~are~~in ~~not~~China’s ~~available~~stem ~~for~~cell ~~sale~~storage, transformation and application market, we intend to ~~individuals.~~focus ~~The~~on ~~pharmacists~~serving people in ~~various~~provinces ~~countries~~in dothe ~~not~~middle ~~acknowledge~~and ~~a demand~~western ~~for~~part ~~the~~of ~~product~~China. ~~There~~We ~~appears~~plan to bereach apotential ~~complete~~customers ~~lack~~through ofcooperation ~~knowledge~~with major physical examination institutions and health management institutions. Through cooperation with medical research institutions such as the research departments of ~~these~~major ~~devices~~hospitals atand leading universities in cell therapy, we hope to reach potential patients who are not satisfied with traditional treatments methods. By establishing our own healthcare associations and holding healthcare forums to educate the ~~retail~~market, ~~level~~we hope to attract potential consumers.

Hospitals

Hospitals contain trained professionals who are expected to handle sharps. The pricing model of the two modalities (needle/injector) will need to be much closer together before hospitals agree to use injectors. The US hospital system lends itself well to new technologies and this offers us a huge opportunity in that country.

Physician Offices

Physicians are looking for anything that saves them time. The needle-free injectors offer patients an option and may be considered in this setting. Children have a high level of anxiety with needles.

Corrections

The ability to remove sharps in correctional facilities is considered a major advantage.

Military

The military tends to have mass injection programs and if the injectors can prove to reduce injection time, increase personnel safety or reduce cost, it would be considered as a primary vehicle for vaccine injections.

Corporate Health

This is an upscale market that may appreciate the perceived benefit and advancement that injectors convey.

US Public Health

Public health clinics serve 87 million citizens in the United States and handle most of the immunization needs for these patients. Competitors, such as PharmaJet, got their start in the public health arena in 2009 by providing needle-free injections for the broad H1N1 flu shot campaign in the state of New Jersey. This led to interest from other locations, including Los Angeles County, which is standardizing the PharmaJet needle-free system.

Cosmetic Applications

There may be opportunities with dermatologists, clinics and other health care professionals that perform plastic and/or other surgeries.

Veterinary Medicine

There are also applications for veterinary medicine. Currently, more robust “backpack” versions of injectors using hoses are used with large animals/herds. A small unit of Needle-free injection device (with another brand name) may be useful in a local veterinarian office. This can be investigated when resources and/or the market warrants the focus.

Conclusions:

● The needle-free market has advantages; ● There are specific areas where needle-free holds important advantages; ● Professional support will be crucial to success; ● There are many applications for needle-free technology, although each must be investigated and the largest payoff areas will be attempted first.

Unintended Markets:

It appears that there are other groups of patients that may try to use the Needle-free injection device in areas it is not intended for. Chat rooms for bodybuilders discuss various methods of steroid injection and needle-free technology is discussed. As we move into the marketplace we need to be aware that the product may not be used according to manufacturer’s intentions. There may also be applications around tattoo parlors and piercings.

Patient Barriers to Needles

Increasing demand for painless drug delivery will drive the growth of this market. The advent of biologics and biotechnology-based compounds that need to be delivered using specialized delivery systems has also fueled the demand for innovative and effective delivery devices. Needles have one advantage, cost. With increased demand for needle-free technology, new materials discovered and increased production volumes, the costs will drop and that advantage will be lost.

Competition

~~Around~~As ~~the~~an ~~world,~~emerging ~~needle-free~~industry ~~jet~~with ~~injectors~~advanced ~~have~~technologies, anthere ~~established~~are ~~market~~few ~~among~~players ~~diabetic~~in ~~patients.~~the Instem ~~the~~cell ~~United~~market ~~States,~~in ~~more~~China. ~~than~~Most aparticipants ~~dozen~~in ~~needle-free~~the ~~jet~~industry ~~injectors~~are ~~have~~focused ~~been~~on ~~licensed~~newborns’ bycore ~~the~~blood ~~FDA~~stem ~~and~~cell storage (there are onseven ~~the~~government-licensed ~~professionals~~core ~~market.~~blood Abanks nationally), ~~few~~and offewer ~~these~~provide ~~devices~~adult ~~are~~stem ~~being used~~cell inextraction ~~physicians’~~and ~~offices~~storage. ~~The~~There ~~most~~are ~~competitive~~very ~~product~~few tocompetitors ~~ours~~engaged isin ~~Injex™~~stem ~~which~~cell ~~is marketed both to professionals~~transformation and ~~patients~~application. atSome acompanies ~~cost~~such ofas ~~$900.~~Guanhao InBiotech ~~Europe, needle-free injectors~~ have ~~become~~set ~~very~~up ~~popular~~storage ~~with~~centers ~~about~~in ~~50% of insulin users utilizing needle~~highly-~~free~~developed ~~jet~~cities ~~injectors~~(e.g. ~~Currently,~~Guanhao ~~each~~Biotech’s new ~~manufacturer~~storage ~~makes~~center ~~its~~in ~~own~~Hangzhou ~~type~~has ~~of cartridge that holds~~ the ~~vaccine~~capacity ~~which~~of isstoring ~~attached to~~100,000 ~~the~~cell ~~device before injection~~units).

~~AdvantaJet~~Geographically, the current adult stem cell storage banks are all located in North China, East China and South China. There is no company serving middle and western China. We are establishing our facility in Quizho to open the market in Middle and Western China. The target market includes Guizhou, Yunan, Guangxi, Xinjiang and Tibet and we have already chosen Tongren, Guizhou as our first storage and treatment center. The center will be capable of storing 200,000 cell units and serving 45,000 customers annually. We believe this strategy can differentiate us from our competitors and enable us to gain a leading position in the middle and western regions of China.

~~The~~Government AdvantaJet is in its 25th year of production. They claim a durable life-long device with clients still using the jet injector after 20 years of use. They also claim they have studies and have shown increased efficacy over needle injections. Specifically:Regulation

●We operate Itour isbusiness ~~the~~in ~~most~~China ~~economical~~under ~~delivery system for insulin for all type 1 diabetics; ● It is the only system that provides~~ a ~~lifetime~~legal ~~commitment~~regime toconsisting ~~replace~~of ~~and repair~~ the ~~product;~~State ●Council, Itwhich is the ~~most~~highest ~~accurate~~authority ~~delivery~~of ~~system providing~~ the ~~most~~executive branch ~~precise~~of ~~dosage;~~the ●PRC Itcentral isgovernment, ~~the~~and ~~most~~several ~~comfortable~~ministries ~~system~~and ~~with~~agencies ~~the~~under ~~least~~its ~~skin~~authority ~~abrasions and contusions.~~including:

~~They offer~~● ~~a custom made jet that can be supplied to~~ the ~~patient’s~~National ~~specific~~Health ~~needs. Changes to orifice design~~ and ~~power~~Family ~~settings decrease~~Planning ~~due~~Commission ~~to the increased absorption. There is no data to support this and it is interesting they discuss cost considering the unit cost shown below.~~(NHFPC);

~~Proven Effective~~● the China Food and Drug Administration (CFDA);

~~AdvantaJet injection~~● ~~technology~~the ~~was tested and determined to be an effective method of managing diabetes in both humans and companion animals.~~SAFE;

	●	the Ministry of Commerce (MOC); and

●

the National Development and Reform Commission (NDRC).

The State Council and ministries and agencies have issued a series of rules that regulate a number of different substantive areas of our business, which are discussed below.

In April 2007, the NDRC issued the “Eleventh Five-Year Plan for Bio-industry Development”, which stated the target of: based on the development foundation and comparative advantages of China’s bio-industry, build up a large-scale industry and enhance the ability of independent innovation. The requirements of industrialization, agglomeration and internationalization accelerated the development of biomedicine, bio-agriculture, bio-energy, bio-manufacturing, bio-environmental protection and other industries.

In June 2009, the General Office of the State Council issued the “Notice on Several Policies for Promoting the Accelerated Development of the Biological Industry”, which refines the Outline of the National Medium- and Long-Term Scientific and Technological Development Plan (2006-2020) and the Development of the Biological Industry. The support policy for the bio-industry in the Five-Planning Plan. Proposing to accelerate the cultivation of the bio-industry is a major measure for China to grasp the strategic opportunities of the new scientific and technological revolution and comprehensively build an innovative country in the new century; accelerate the cultivation of the bio-industry into a pillar industry in the high-tech field and a strategic emerging industry of the country.

In 2016, the “13th Five-Year Plan for National Economic and Social Development”, “Made in China 2025” and “Guidelines for the Development of Pharmaceutical Industry” were successively introduced to promote new medical technologies such as precision medicine, tumor immunotherapy and stem cell therapy. The development has positive significance. The “13th Five-Year Plan for Biological Industry Development” will accelerate the development of new applications that benefit people’s livelihood, implement the bio-industry project for the development of healthy China and beautiful China, and promote the application of emerging technologies such as genetic testing and cell therapy. In addition, the CFDA’s “Guidelines for the Research and Evaluation of Cellular Products” established the principles for the evaluation of future cellular products, releasing a clear signal to the market, which will prompt the improvement of industry thresholds and supervision, allowing enterprises to focus on upgrading core technologies and Improve the standardization and standardization of the industry in the cell industry.

On March 6, 2017, in order to implement the key special management tasks of the national key R&D plan, give full play to the role of experts in project process management, ensure the implementation of special tasks and the realization of mission objectives, China Biotechnology Development Center established “stem cells and transformation research” special expert group.

In June 2017, the Ministry of Science and Technology, the NHFPC, the General Administration of Sports, CFDA, the State Administration of Traditional Chinese Medicine, and the Logistics Support Department of the Central Military Commission reissued the “13th Five-Year Plan” for the Health Industry Science and Technology Innovation Project. “A new plan after the “13th Five-Year Plan for Health and Health Technology Innovation”, both plans explicitly require the accelerated clinical application of stem cell and regenerative medicine, immunotherapy and other biological treatment frontier technologies. In the same month, the Guangzhou Municipal Development and Reform Commission publicly solicited the “Guangzhou Biomedical Industry Development Five-Year Action Plan (2017-2021)” (draft for comments) to clearly define stem cells and regenerative medicine, immune cell therapy, CAR-T cell therapy, and precision. Medical and other industries are listed as the leading enterprises in the new industry and strive to achieve a revenue of 100 billion RMB from the end of 2021.

At the end of August 2017, the US FDA approved Novartis’s cellular immunotherapy market. The China State Food and Drug Administration has issued the “Guidelines for the Research and Evaluation of Cellular Therapeutic Products (Trial)”. It means that the door to the clinic application of stem cell technologies has finally opened.

On November 22, 2017, the Stem Cell Biology Branch of the Chinese Society of Cell Biology officially released China’s first universal standard for stem cells, “General Requirements for Stem Cells,” which will promote the standardization of stem cells treatment in China. The “General Requirements for Stem Cells” stipulates six parts of stem cell terms and definitions, classification, ethics, and quality requirements. Based on key issues such as safety, efficacy, and stability of stem cell preparations, general requirements for donor cell screening tissue collection, cell separation, culture, cryopreservation, and detection have been established.

On November 28, 2017, the second batch of stem cell clinical research filing agencies was announced. Up to now, the National Health and Safety Commission and the Food and Drug Administration have announced the first batch of 114 stem cell clinical research institutions, including 102 medical units and the first batch of 12 military hospitals. Shenzhen, Guangzhou, Shanghai, Beijing and other cities have successively issued regional support policies to accelerate the clinical application and approval of stem cell technology.

In December 2017, the Chinese government issued trial guidelines concerning development and testing of cell therapy products in China. Although these trial guidelines are not yet codified as mandatory regulation, we believe they provide a measure of clarity and a preliminary regulatory pathway for our cell therapy operations in a still uncertain regulatory environment.

Employees

As of July 1, 2018, we had no employees other than Wei-Tao Wang, our President, Chief Executive Officer and Chief Financial officer.

~~Conclusions:~~Item 1A. Risk Factors

~~Price~~An ~~reflects~~investment ~~their~~in ~~attempt~~our tocommon bestock involves a high degree of risk. You should carefully consider the ~~best~~risks ~~quality~~described below, ~~proven~~together with ~~injector~~all of the other information included in this report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

~~Akra~~Risks Related to Our Business

~~Akra~~We ishave a ~~French~~history ~~based~~of ~~company~~losses ~~selling~~and ~~the~~at ~~brand~~April ~~Dermojet. They claim to be in over 90~~30,~~000~~ ~~physicians’~~2018 ~~offices~~we ~~around~~had ~~the~~little ~~world. They~~cash ~~are~~and ~~squarely~~negative ~~focused~~working ~~on the professional market. They have a very sleekly designed unit~~capital, ~~almost~~which ~~surgical~~raise insubstantial ~~its appearance.~~doubt ~~Although~~about ~~this~~our ~~may~~ability ~~deter the average consumer, the look of the unit must be very tempting~~ to ~~professionals.~~continue ~~The~~as ~~unit~~a ~~can~~going ~~also be sterilized; something an institutional setting would be interested in~~concern.

~~The~~From ~~Dermojet~~inception isto ~~patented~~April ~~and~~30, in2018, ~~North~~we ~~America~~incurred isaccumulated ~~exclusively~~losses ~~distributed~~of by$3,161,808 ~~Robbins~~and ~~Instruments.~~as ~~They~~of ~~claim~~April it30, is2018, ~~the~~we ~~finest~~had ~~needleless injection~~$21,908 ~~system~~of ~~available~~cash ~~on the medical market today. “The innovative design~~ and ~~superior quality have made the Dermojet~~ ~~renowned~~negative ~~for~~working ~~its~~capital ~~usefulness in many different types~~ of ~~procedures~~$1,310,821, ~~and disciplines~~respectively.”.

~~Selling~~Although ~~features:~~our wholly-owned subsidiary, Guizhou Tongren Healthy China Biotechnology Co., Ltd., has a credit facility to provide it with advances for up to $25 million for five years, which we believe will provide sufficient cash to fund its operations for the next 12 months, the successful completion of our infrastructure for cell storage, transformation and application services, and our transition to attaining profitable operations, there is no assurance that actual cash requirements will not exceed our estimates. The report of our independent registered public accountants on our financial statements as of and for the year ended April 30, 2018 states that these factors raise uncertainty about our ability to continue as a going concern.

●We may ~~Light~~require ~~weight~~additional ~~around~~financing 300 gr; ● Trustworthy; ● High technology material; ● Ergonomic: maneuverable, equilibrated, and allows for intensive effortless use; ● Esthetic: A modern, highly polished and streamlined device; ● Efficient: Incorporated reservoir allows for operation in every position; ● Easy to ~~use:~~implement ~~The~~our ~~armament~~business ~~is activated by a simple turn of the lever~~plan, ~~and~~which ~~the~~financing ~~liquid~~may isnot ~~flushed~~be byavailable ~~pressing the button~~ on ~~the~~acceptable ~~upper part of the machine~~terms.

~~Conclusions:~~We may require additional financing to implement our business plan. We may not be able to obtain additional equity or debt financing on acceptable terms as required. Even if financing is available, it may not be available on terms that are favorable to us or in sufficient amounts to satisfy our requirements. Any additional equity financing may involve substantial dilution to our then existing stockholders. If we require, but are unable to obtain, additional financing in the future, we may be unable to implement our business plan and our growth strategies, respond to changing business or economic conditions, withstand adverse operating results and compete effectively.

●Our operations ~~Price~~will ~~reflects~~be ~~focus~~subject onto ~~professional~~all ~~market;~~the ●risks ~~Specifically~~inherent ~~designed~~in ~~for~~the ~~professional~~establishment ~~use~~of a developing enterprise and the uncertainties arising from the absence of a significant operating history.

~~Antares~~We have not commenced operations or generated revenues. Due to the nature of our business and the early stage of our development, our operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We expect to continue to incur development costs and operating costs. Consequently, we expect to incur operating losses and negative cash flows until our cell storage and related medical therapies gain market acceptance sufficient to generate a commercially viable and sustainable level of revenues. We can offer no assurance that we will ever operate profitably or that we will generate positive cash flow in the future. In addition, our operating results in the future may be subject to significant fluctuations due to many factors not within our control, such as the unpredictability of the market and demand for our services, the level of competition and general economic conditions. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.

~~Antares~~If ~~Pharma~~we isfail ato ~~pharmaceutical~~effectively ~~company~~manage ~~that~~the ~~focuses~~growth onof ~~self-injection~~our ~~pharmaceutical~~company, ~~products~~our ~~and~~future ~~technologies~~business ~~and~~results ~~topical~~could ~~gel-based products.~~be ~~They~~harmed ~~have subcutaneous~~ and ~~intramuscular~~our ~~injection~~managerial ~~platforms~~and ~~that focus mostly on disposable, pressure assisted auto-injectors.~~operational ~~Their~~resources ~~needle-free~~may ~~injection units are developed with pharmaceutical companies and tend to~~ be ~~product specific~~strained. ~~Examples are human growth hormones with Teva (Tjet), Ferring Pharmaceuticals (Zomajet), and JCR Pharmaceuticals (Twin-jector).~~

~~Antares~~If iswe ~~based~~attain inmarket ~~Ewing,~~acceptance ~~New~~of ~~Jersey~~our ~~and~~cell ~~has~~storage aand ~~subsidiary~~related inmedical ~~Switzerland.~~therapies, ~~They~~we ~~were~~expect ~~formerly~~to ~~known~~experience assignificant ~~Medi-Ject~~growth ~~Corporation~~in ~~and acquired~~ the scope ~~operating~~and ~~subsidiaries~~complexity of ~~Permatec~~our ~~Holding~~business. ~~AG,~~We ~~headquartered~~will inneed ~~Basel,~~to ~~Switzerland.~~add ~~Medi-Ject~~staff ~~was~~to ~~focused~~market onour ~~delivering~~services, ~~drugs across~~manage ~~the~~operations, ~~skin~~handle ~~using~~sales ~~needle-free~~and ~~technology,~~marketing efforts and ~~Permatec~~perform ~~specialized~~finance inand ~~delivering~~accounting ~~drugs~~functions. ~~across~~We ~~the~~anticipate ~~skin~~that ~~using~~we ~~gel~~will ~~technologies as~~be ~~well~~required asto ~~developing~~hire ~~oral~~a ~~disintegrating~~broad ~~tablet~~range ~~technology. Upon completion~~ of ~~the~~additional personnel ~~transaction~~in ~~the~~order ~~name~~to ~~was~~successfully ~~changed~~advance toour ~~Antares Pharma Inc~~operations. ~~The~~This ~~Parenteral~~growth ~~Products~~is ~~(device)~~likely ~~group~~to isplace ~~located~~a instrain ~~Minneapolis~~on ~~where~~our ~~they~~management ~~develop~~ and ~~manufacture, with partners,~~operational ~~various~~resources. ~~novel~~The ~~pressure~~failure ~~assisted~~to ~~injectors,~~develop ~~with~~ and ~~without~~implement ~~needles~~effective systems, ~~which~~or ~~allow~~to ~~patients~~hire toand ~~self-inject~~retain ~~drugs.~~sufficient ~~They~~personnel ~~have~~for ~~entered~~the performance ~~into~~of ~~multiple~~all ~~licenses~~of ~~for~~the ~~these~~functions ~~devices~~necessary ~~mainly~~to ineffectively ~~the~~service ~~U.S.~~ and ~~Canada~~manage ~~with~~our ~~Teva.~~potential ~~Several~~business, ~~licensing~~or ~~agreements~~the ~~with~~failure ~~pharmaceutical companies~~to ofmanage ~~various~~growth ~~sizes~~effectively, could have ~~led~~a tomaterial ~~successful~~adverse ~~clinical~~effect ~~evaluation~~on ofour ~~formulations~~business and financial condition.

~~The~~We ~~kit~~face ~~included:~~intense competition.

●We face ~~Medi-Jector~~intense ~~Vision~~competition. ~~Injector;~~We ●believe ~~Injection~~that ~~Supply~~our ~~Start-up~~ability ~~Kit~~to -compete 2depends ~~nozzles~~upon many factors both within and 2beyond ~~vial~~our ~~adapters;~~control. Some ●of ~~Carrying~~our ~~Case;~~current ●and ~~Instruction~~potential ~~Manual;~~competitors ●may ~~Training~~have ~~Video~~greater financial, marketing, and other resources than we have. Certain of our competitors may be able to devote greater resources to marketing and promotional campaigns than us. Increased competition may reduce our market share and require us to increase our marketing and promotional efforts, which could negatively affect our operating margins or force us to incur losses. There can be no assurance that we will be able to compete successfully against current and future competitors, and competitive pressures may have a material adverse effect on our business, prospects, financial condition and results of operations.

~~Conclusions:~~Changes in economic conditions and consumer confidence in China may influence the market for our product.

●Our business ~~Antares~~and ~~focuses~~revenue growth primarily depend on the ~~larger~~size of the market for stem cell storage and related medical therapies in China. As a result, our revenue and profitability may be negatively affected by changes in national, regional or local economic conditions and consumer confidence in China. In particular, as we focus on metropolitan markets, where living standards and consumer purchasing power are relatively high, we are especially susceptible to changes in economic conditions, consumer confidence and customer preferences of ~~needle-free~~the urban Chinese population. External factors beyond our control that ~~includes~~affect ~~all~~consumer ~~modes~~confidence include unemployment rates, levels of ~~delivery;~~personal ●disposable ~~They~~income, ~~have~~national, regional or local economic conditions, and acts of war or terrorism. Changes in economic conditions and consumer confidence could adversely affect consumer preferences, purchasing power and spending patterns. A decrease in overall consumer spending as a ~~successful~~result ~~track~~of ~~record~~changes in economic conditions could adversely affect the market for our stem cell storage and related medical therapies and negatively impact our profitability. In addition, acts of ~~pharmaceutical~~war ~~collaboration;~~or ●terrorism ~~They~~may ~~have~~cause ~~multiple~~damage ~~office~~to ~~sites~~our facilities, disrupt the market for and ~~abilities;~~our ●ability ~~They~~to ~~are~~provide ~~aggressively~~stem ~~pursuing~~cell ~~markets~~and ~~both~~related medical ~~collaboratively~~therapy services or adversely impact consumer demand. Any of these factors could have a material adverse effect on our business, financial condition and ~~alone~~results of operations.

~~Zogenix~~We do not have a management team in place.

~~Zogenix is a California based company that currently markets Sumavel DosePro~~Mr. ~~This is a needle~~ Wei-~~free~~Tao ~~delivery~~Wang, ~~system that requires a prescription and~~ is ~~used~~currently toour ~~treat~~sole ~~adults who have been diagnosed with acute migraine or cluster headaches. Zogenix claims that DosePro is a first-in-class~~director, ~~easy-to-use~~President ~~drug~~and ~~delivery~~Chief ~~system~~Executive ~~designed~~and ~~for~~Chief ~~self-administration~~Financial ~~of a pre-filled, single dose of liquid drug, subcutaneously, without a needle~~Officer. ~~DosePro offers benefits to patients including instant~~Consequently, ~~easy dosing~~currently, ~~less anxiety over self-injection,~~ nowe ~~need~~are ~~for~~wholly ~~sharps~~dependent ~~disposal,~~upon nohis ~~risk of needle stick injury or contamination, and reliable performance~~efforts.

~~Zogenix’s~~If ~~lead~~we ~~investigative~~are ~~product~~unable isto ~~the Zohydro ER~~attract, ~~which~~train ~~received FDA approval in October, 2013. It offers the benefit of less frequent dosing~~ and ~~the~~retain ~~ability~~qualified ~~to treat chronic pain patients without the risk of acetaminophen-related liver injury. The second investigational product candidate they have is Relday~~personnel, ~~which~~our isbusiness awill ~~combination~~be ofmaterially ~~their DosePro needle-free system~~ and aadversely ~~proprietary, subcutaneous, once-monthly formulation of risperidone for the treatment of schizophrenia~~affected.

~~Conclusions:~~Our future success depends, to a significant extent, on our ability to attract, train and retain qualified personnel, particularly management, technical and marketing personnel with expertise in stem cell storage and related medical services. Our sales and customer service teams are critical to establishing and maintaining a reputation for quality as they frequently interact with our clients. We must attract qualified personnel at a fast pace to develop our management team and offer our services. As we are still a relatively young company, our ability to train and integrate new employees into our operations may not meet the growing demands of our business. If we are unable to attract, train, and retain qualified personnel, our business will be materially and adversely affected.

●Our business, ~~Zogenix~~financial iscondition ~~another~~and ~~successful~~results ~~player~~of inoperations, ~~this~~as ~~category;~~well ●as ~~Off~~our ~~patent~~ability ~~pharmaceuticals seem~~ to ~~get~~obtain afinancing, ~~new~~may ~~life~~be ~~with~~adversely ~~novel~~affected by ~~injector~~the ~~technologies;~~downturn ~~● A lot of money can be raised~~ in ~~this~~the ~~area~~global ~~with~~or aChinese ~~strong management team~~economy.

~~Inovio~~It ~~Pharmaceuticals~~is unclear whether the Chinese economy will resume its high growth rate. There is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies that have been adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China.

~~Inovio~~Our ~~Pharmaceuticals~~business ~~entered~~operations ~~the~~may ~~needless~~be ~~injector~~affected ~~market~~by ~~through~~economic ~~its~~downturns. ~~acquisition~~Our ofservices ~~BioJect~~may inbe ~~March,~~viewed ~~2016.~~as ~~BioJect~~discretionary ~~was~~by ~~dedicated to~~our ~~the~~prospective ~~improvement~~clients, who ofmay ~~delivery~~choose ofto ~~pharmaceuticals~~discontinue ~~and~~or ~~biologics~~reduce ~~through~~spending ~~the~~on ~~development~~such ~~and~~services ~~commercialization~~during ofan ~~advanced~~economic ~~needle-free injection~~downturn. ~~technologies~~In ~~and~~such ~~developed~~an aevent, ~~broad~~our ~~platform~~ability ~~technology~~to retain ~~for~~existing ~~delivering~~clients ~~injectable vaccines~~ and ~~medications~~increase ~~using~~or ~~its proprietary~~maintain ~~pressure~~our ~~profiles.~~sales ~~This~~will ~~proprietary~~be ~~technology~~adversely ~~enables~~affected, ~~BioJect~~which towould ~~provide~~in ~~needle-free~~turn ~~injection~~negatively ~~systems~~impact ~~which have~~our abusiness ~~greater~~and ~~range~~results of ~~capabilities than other available devices~~operations.

~~The~~Moreover, ~~products~~a asslowdown ~~marketed~~or ~~are:~~disruption in the global or China’s economy may have a material and adverse impact on financing available to us. There is a risk that our business, results of operations and prospects would be materially and adversely affected by any global economic downturn or disruption or slowdown of China’s economy.

Biojector 2000 Needle-free Injection System

The Biojector 2000 is a durable, professional-grade injection system designed for healthcare providers. They claim that it is the only needle-free system in the world cleared by the FDA to deliver intramuscular injections. The system can also deliver subcutaneous injections, and is being used for intradermal injections in clinical trials.

~~BioJect~~Future ~~ZetaJet~~strategic alliances or acquisitions may have a material and adverse effect on our business, reputation and results of operations.

~~The~~We ~~ZetaJet~~may ~~system~~in ~~consists~~the future enter into strategic alliances with various third parties to further our business purposes from time to time. Strategic alliances with third parties could subject us to a number of ~~two~~risks, ~~components~~including risks associated with sharing proprietary information, ~~the~~non-performance ~~portable~~by ~~injector~~the counter-party, and an ~~auto-disabling~~increase ~~disposable~~in ~~syringe.~~expenses Itincurred isin ~~intended~~establishing tonew ~~deliver~~strategic alliances, ~~vaccines~~any of which may materially and ~~injectable~~adversely ~~medications~~affect ~~either~~our ~~subcutaneously~~business. In addition, to the extent the strategic partner suffers negative publicity or ~~intramuscularly~~harm ~~and~~to istheir ~~indicated~~reputation ~~for~~from ~~both~~events ~~professional~~relating ~~use~~to ~~and~~their ~~home~~business, we may also suffer negative publicity or harm to ~~use~~our ~~for~~reputation ~~patients~~by ~~who~~virtue ~~self-inject~~of our association with such third parties, and we may have little ability to control or monitor their actions.

~~Conclusions:~~In addition, although we have no current acquisition plans, if we are presented with appropriate opportunities, we may acquire additional assets, products, technologies or businesses that are complementary to our existing business. Future acquisitions and the subsequent integration of new assets and businesses into our own would require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our business operations. Acquired assets or businesses may not generate the financial results we expect. Furthermore, acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant. In addition to possible shareholders’ approval, we may also have to obtain approvals and licenses from the relevant government authorities in the PRC for the acquisitions and to comply with any applicable PRC laws and regulations, which could result in increased costs and delay.

●If we ~~The~~or ~~products~~our PRC subsidiaries acquire any domestic companies in China, such acquisition will be subject to PRC laws and regulations on foreign investment. We and our PRC subsidiaries are ~~similar~~restricted or prohibited from directly acquiring interests in companies in certain industries under PRC laws and regulations. Our consolidated affiliated entities outside of the PRC are not subject to ~~ours;~~PRC ●laws ~~Inovio~~and isregulations anon ~~established~~foreign ~~bio~~investment ~~technology~~and ~~company~~may acquire PRC companies operating in industries where foreign investments are restricted or prohibited. However, there are uncertainties with respect to the interpretation and application of PRC laws and regulations regarding indirect foreign investments in such industries.

~~BioValve~~We have limited business insurance coverage.

~~BioValve~~Insurance ~~Technologies,~~companies ~~Inc.~~in ~~operates~~China ascurrently ado ~~specialty~~not ~~pharmaceutical~~offer ~~and~~as ~~drug~~extensive ~~delivery~~an ~~company~~array ~~engaging in the development and commercialization~~ of ~~chemical~~insurance ~~entities~~products ~~for~~as ~~the~~insurance ~~treatment~~companies ofdo ~~conditions~~in ofmore ~~the central nervous system~~developed economies. ~~The~~We ~~company~~do ~~offers~~not ~~various~~have ~~dopamine~~any ~~agonists for~~business ~~treatment~~liability ofor ~~Parkinson’s~~disruption ~~disease~~insurance ~~and~~to ~~schizophrenia;~~cover ~~and~~our ~~novel~~operations. ~~disposable~~We ~~pharmaceutical~~have ~~delivery~~determined ~~systems.~~that ~~The company,~~the ~~through~~costs ~~its~~of ~~subsidiary,~~insuring ~~offers~~for ~~h-Patch~~these risks and ~~e-Patch~~the ~~controlled~~difficulties ~~release~~associated ~~disposable~~with ~~micro~~acquiring ~~pump~~such ~~systems;~~insurance ~~Mini-Ject,~~on acommercially ~~pre-filled~~reasonable ~~needle-free~~terms ~~delivery~~make ~~system;~~it ~~and~~impractical ~~the~~for ~~Micro-Trans,~~us ato ~~micro~~have ~~needle~~such ~~transdermal delivery patch~~insurance. ~~Its~~Any ~~products~~uninsured ~~provide~~occurrence ~~insulin~~of ~~management~~business ~~for~~disruption ~~patients. BioValve~~may ~~Technologies,~~result ~~Inc.~~in isour aincurring substantial ~~private~~costs ~~company~~ and ~~was~~the ~~founded~~diversion inof ~~1998.~~resources, Itwhich iscould ~~based~~have inan ~~Parsippany,~~adverse ~~New~~effect ~~Jersey~~on ~~with~~our anresults ~~additional location~~of inoperations ~~Westborough,~~and ~~Massachusetts~~financial condition.

~~Conclusions:~~Risks Related to Doing Business in China

●The PRC ~~BioValve~~government isexerts ~~quite~~substantial ~~interesting~~influence asover the ~~principle~~manner isin ~~also~~which ~~involved~~we ~~with~~must ~~Valeritas;~~conduct ●our ~~They~~business ~~focus on the bigger market of needle-free delivery, not just jet injectors~~activities.

~~Injex~~The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, environmental regulations, land use rights, property and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof.

~~Injex~~The ~~Pharma~~health AGcare isindustry awithin ~~wholly owned subsidiary of Paketeria AG as of December 16~~China, ~~2011. It markets and sells the Injex 30 System worldwide. The Injex 30 is a syringe without a needle used~~ in ~~multiple medical~~particular, ~~cosmetic and anesthetic applications. It is interesting to note that Injex is expanding into cosmetic and launching Shireen Beauty system focused on~~ the ~~rejuvenation~~insurance ofindustry ~~the skin. Fluid~~ is ~~sprayed with high pressure within a small distance of the skin via a pore-jet allowing the fluid open access to pores contained in the upper layers of the skin~~undeveloped. Injex is casting as wide a market as possible targeting diabetes, local and dental anesthetics, allergy and fertility treatments, vaccinations, veterinary use, erectile dysfunction and growth hormones.

~~Conclusions:~~The health care industry in China, in particular, the insurance industry, are in the early stages of development. There is no way of knowing what impact, if any, the development of this industry will have on us.

●Uncertainties in ~~Injex is expensive both~~ the ~~device~~interpretation and ~~nozzles;~~enforcement ●of ~~Injex~~PRC ~~has~~laws ~~an agreement for Canadian~~ and USregulations ~~distribution;~~could ●limit ~~Injex~~the ~~should~~legal beprotections anavailable ~~immediate~~to ~~competitor;~~you ●and ~~Injex foray into beauty may hurt/help, further study is needed~~us.

~~Pharmajet~~The PRC legal system is based on written statutes. Unlike common law systems, it is a system in which legal cases have limited value as precedents. In the late 1970s, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly increased the protections afforded to various forms of foreign or private-sector investment in China. Our PRC subsidiary is subject to various PRC laws and regulations generally applicable to companies in China. However, since these laws and regulations are relatively new and the PRC 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.

Pharmajet is based in Golden, Colorado. They are focused on a safer workplace, lower needle reuse, and to help children avoid needle anxiety.

Pharmajet was founded by Kathy Callender who insisted her device be cost competitive with the cheapest needles. Her goal is that poor countries can afford needle free technology but this has also led to the ability to underbid rivals to supply pharmaceutical companies. She has raised $14 million from investors. In March 2011 Pharmajet completed unspecified B round financing. It seems their plan is to build sales volume in the U.S. vaccination market through public-health departments and pharmacy chains, then among consumers who self-inject at home; and doctor’s offices here and abroad. That way, PharmaJet expects to approach a production volume of 50 million cartridges a year which would allow it to compete on a price level with needles in developing countries. Pharmajet received FDA clearance last year for the use of their needle-free injection device for vaccination purposes.

~~Conclusions:~~From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. Furthermore, the PRC 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 materially and adversely affect our business and impede our ability to continue our operations.

●Changes in ~~The founder is a dedicated supporter of helping the third world; ● The focus on low cost has the ability to shrink the market if successful; ● Zogenix was quoted as saying they wouldn~~China’ts ~~survive;~~economic, ●political ~~They~~or ~~are~~social ~~not~~conditions ~~focused~~or ongovernment ~~pharmaceutical~~policies ~~collaboration,~~could ~~however they~~ have ~~landed~~a ~~deals~~material ~~that~~adverse ~~focus~~effect on ~~the~~our ~~goal~~business and ~~of affordable expansion~~operations.

~~Crossject~~All of our assets and all of our clients are located in China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole.

~~Crossject~~China’s iseconomy adiffers ~~French~~from ~~company~~the ~~that~~economies ~~successfully~~of ~~designs~~most ~~and~~developed ~~develops~~countries ~~innovative,~~in ~~needle-free,~~many ~~pre-filled~~respects, ~~single-use~~including ~~injection~~the ~~systems~~level ~~for~~of government involvement, ~~intradermal~~level of development, ~~subcutaneous~~growth ~~and~~rate, ~~intramuscular~~control ~~applications~~of ~~for~~foreign ~~pharmaceutical~~exchange ~~companies~~and allocation of resources. ~~They~~Although ~~use~~the ~~their~~PRC ~~single~~government ~~technological~~has ~~platform~~implemented ~~and~~measures ~~offer~~since ~~exclusive~~the ~~partnerships~~late to1970s ~~pharmaceutical~~emphasizing ~~companies~~the inutilization aof ~~given~~market ~~field~~forces orfor ~~therapeutic~~economic ~~class.~~reform, ~~Crossject~~the isreduction ~~based~~of instate ~~Paris~~ownership of productive assets, and ~~has~~the ~~offices~~establishment of improved corporate governance in ~~Dijon.~~business ~~Crossject~~enterprises, ~~technology~~a substantial portion of productive assets in China is still owned by the ~~outcome~~PRC ofgovernment. ~~research~~In ~~and~~addition, ~~development~~the ~~cooperation~~PRC ~~initiated~~government ~~and~~continues ~~developed~~to play a significant ~~with~~role in regulating industry development by imposing industrial ~~partners~~policies. The PRC government also exercises significant control over the PRC economic growth through allocating resources, ~~each~~controlling apayment ~~European~~of ~~leader~~foreign incurrency-denominated ~~its~~obligations, ~~field~~setting monetary policy, and providing preferential treatment to particular industries or companies.

~~The~~While ~~Zeneo~~China’s iseconomy ~~made~~has upexperienced ofsignificant ~~three~~growth ~~distinct~~over ~~subassemblies:~~the anpast ~~actuator~~decades, agrowth ~~pharmaceutical~~has ~~subassembly~~been uneven, both geographically and among various sectors of the economy, and may slow down in the future. Some of the government measures may benefit the overall Chinese economy, but may have a ~~nozzle~~negative effect on us. ~~The~~For ~~actuator~~example, ~~generates~~our financial condition and results of operations may be adversely ~~sufficient~~affected ~~pressure~~by togovernment ~~inject~~control ~~the~~over ~~drug~~capital investments or changes in tax regulations. Any stimulus measures designed to boost the ~~required~~Chinese ~~depth~~economy ~~beneath~~may ~~the~~contribute ~~skin~~to higher inflation, ~~without~~which ~~the~~could ~~use~~adversely affect our results of aoperations ~~needle~~and financial condition. For ~~The~~example, ~~platform~~certain ~~can~~operating becosts and expenses, such as employee compensation and office operating expenses, may increase as ~~adapted~~a toresult ~~different~~of ~~pharmaceutical~~higher ~~applications:~~inflation.

●If relations ~~the~~between ~~intensity of~~ the ~~gas~~United ~~generator~~States and ~~the~~China ~~nozzle~~worsen, ~~can~~investors may be ~~adapted~~unwilling to ~~ensure~~hold ~~the~~or ~~proper~~buy ~~penetration~~our ~~and~~stock optimal distribution of the drug in the target tissue; ● the pharmaceutical subassembly can be aseptically filled on standard high-throughput syringe filling line; ● To date, Crossject has filed 26 patent family applications and ~~holds~~our ~~over~~stock ~~370~~price may ~~patents granted worldwide~~decrease.

~~Conclusions:~~At various times during recent years, the United States and China have had significant disagreements over political and economic issues. Controversies may arise in the future between these two countries. Any political or trade controversies between the United States and China, whether or not directly related to our business, could reduce the price of our common stock.

●The slowing ~~Crossject~~economic isgrowth ~~focused~~in onChina ~~the~~may ~~European~~assert ~~market;~~a ●negative ~~Crossject~~impact ~~has~~on ~~been~~our ~~successful~~operation ~~with~~and ~~pharmaceutical~~financial ~~collaborations; ● Their perceived lack of customization in the consumers’ eyes may turn off some potential partners~~results.

~~Valeritas~~According to several articles published by the Wall Street Journal, CNN, and BBC News in January 2016, after experiencing rapid growth for more than a decade, China’s economy has been hit by shrinking foreign and domestic demand, weak investment, factory overcapacity and oversupply in the property market, and has experienced a painful slowdown in the last two years. In 2017, China’s economy grew by 6.9%, compared with 7.3% a year earlier, marking its slowest growth in a quarter of a century. As the government tried to shift the growth engine away from manufacturing and debt-fueled investment toward the services sector and consumer spending, the outlook of the Chinese economy is uncertain.

~~Valeritas~~In ~~develops and commercializes drug delivery solutions. The company focuses on~~ the ~~treatment~~next oftwo ~~diabetes.~~to ~~Its~~three ~~products include V-Go~~years, a ~~disposable insulin delivery device that provides a preset basal rate and on-demand bolus dosing for mealtime coverage. The company~~China’s ~~products~~ ~~also~~growth ~~include~~performance ~~h-Patch~~could ~~for~~deteriorate ~~the~~because ~~delivery~~ of ~~various~~the ~~compounds;~~overhang ~~Mini-Ject~~of ~~pre-filled~~its ~~needle-free~~real ~~delivery~~estate ~~system to deliver~~bubble, ~~drugs~~massive ~~ranging~~manufacturing ~~from molecules to proteins~~overcapacity, ~~fragile antibodies,~~ and ~~vaccines;~~the ~~and~~lack ~~Micro-Trans~~of ~~micro~~new ~~needle~~growth ~~array~~engines. ~~patch~~China’s ~~technology for~~economy ~~drug~~grew ~~delivery~~by ~~into the dermis~~6.5% ~~Valeritas,~~in ~~Inc~~2017. ~~was~~If ~~founded~~China’s economy infails ~~2006~~to ~~and~~grow isas ~~headquartered~~previously ~~in Bridgewater~~expected, ~~New~~it ~~Jersey.~~may ~~The~~negatively ~~Mini-Ject is~~affect ~~manufactured~~our ~~under~~business ~~Biovalve~~operations and ~~these~~financial ~~two companies are both linked privately~~results.

Conclusions:

● Valeritas has synergy with BioValve; ● Valeritas has been successful in collaborations with drug companies; ● Valeritas has the ability to provide other novel drug delivery products.

~~Penjet~~Under the EIT Law, we may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment.

ItUnder the PRC Enterprise Income Tax Law, or the EIT Law, that became effective on January 1, 2008, an enterprise established outside the PRC with “de facto management bodies” within the PRC is considered a ~~single~~“resident ~~use~~enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. Under the implementation rules to the EIT Law, ~~disposable~~a ~~jet~~“de ~~injector~~facto management body” is defined as a body that ~~comes~~has ~~prefilled~~material ~~with~~and overall management and control over the ~~proper~~manufacturing ~~drug~~and ~~dose~~business operations, personnel and human resources, finances and properties of an enterprise. ItIn ~~can~~addition, a circular, known as SAT Circular 82, issued in April 2009 and amended in January 2014 by the State Administration of Taxation, or the SAT, specifies that certain offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise groups will be ~~administered~~classified as PRC resident enterprises if the following are located or resident in the PRC: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, company seal, and minutes of board meetings and shareholders’ meetings; and half or more of the senior management or directors having voting rights. Further to SAT Circular 82, the SAT issued a ~~few~~bulletin, ~~seconds~~known as SAT Bulletin 45, which took effect in September 2011, to provide more guidance on the implementation of SAT Circular 82 and clarify the reporting and filing obligations of such “Chinese-controlled offshore incorporated resident enterprises.” SAT Bulletin 45 provides procedures and administrative details for the determination of resident status and administration on post-determination matters. Although both SAT Circular 82 and SAT Bulletin 45 only apply to offshore enterprises controlled by aPRC ~~care~~enterprises ~~giver~~or PRC enterprise groups, not those controlled by PRC individuals or foreign individuals, the ~~patient~~determining criteria ~~themselves~~set forth in SAT Circular 82 and SAT Bulletin 45 may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, PRC enterprise groups or by PRC or foreign individuals.

~~Penjets~~We are ~~tailored~~subject ~~for~~to ~~each~~the ~~specific~~25% ~~drug~~enterprise itincome ~~delivers~~tax. ~~Exclusive~~However, ~~licenses~~since ~~for~~all ~~particular~~of ~~drugs~~our activities are ~~available.~~in AnChina, ~~exclusive~~we ~~license~~do ~~offers~~not believe Guizhou Tongren ~~pharmaceutical~~or ~~firms~~our company meet all of the conditions to be classified as a ~~sustainable~~PRC ~~competitive~~resident ~~advantage~~enterprise., However, if we engage in activities outside of Mainland China, the PRC tax authorities may classify Guizhou Tongren or our company as a ~~patented~~PRC resident enterprise, ~~low~~which would ~~cost~~result in a number of unfavorable PRC tax consequences. First, ~~needle~~we or our offshore subsidiaries will be subject to the uniform 25% enterprise income tax on our world-~~less~~wide ~~drug~~income, ~~delivery~~which ~~system~~could materially reduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations.

~~Conclusions:~~Furthermore, although dividends paid by one PRC tax resident enterprise to an offshore incorporated PRC resident enterprise controlled by PRC enterprises or PRC enterprise groups should qualify as “tax-exempt income” under the EIT Law and Bulletin 45, we cannot assure you that dividends paid by our PRC subsidiary to Trillion HK will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax on dividends, and the PRC tax authorities have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes but not controlled by PRC enterprises or PRC enterprise groups.

●Finally, dividends ~~Penjet~~payable ~~does~~by ~~not~~us ~~seem~~ to our investors and gains on the sale of our shares may be ~~very~~become ~~active;~~subject ●to ~~Penjet~~PRC iswithholding ~~disposable~~tax.

~~Consort~~We ~~Medical~~may ~~plc~~not be able to obtain certain benefits under the relevant tax treaty on dividends paid by our PRC subsidiaries to us through Trillion HK.

~~Consort~~We ~~Medical~~are isa holding company incorporated under the ~~manufacturer~~laws of ~~Bespak~~Nevada ~~Injectables’~~and ~~reusable~~as ~~needle-free~~such ~~jet~~rely ~~injectors~~on dividends and other distributions on equity from our PRC subsidiaries to satisfy part of our liquidity requirements. ~~Bespak~~Pursuant to the EIT Law, a withholding tax rate of 10% currently applies to dividends paid by a PRC “resident enterprise” to a foreign enterprise investor, unless any such foreign investor’s ~~innovation~~jurisdiction ~~focus~~of incorporation has a tax treaty with China that provides for preferential tax treatment. Pursuant to a Notice 112 issued by the SAT in January 2008 and the Arrangement between the Mainland China and the Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion, or the Double Taxation Arrangement (Hong Kong), such withholding tax rate may be lowered to 5% if the PRC enterprise is at least 25% held by a Hong Kong enterprise at all times within the 12-month period immediately prior to distribution of the dividends and is determined by the relevant PRC tax authority to have satisfied other conditions and requirements under the Double Tax Avoidance Arrangement (Hong Kong) and other applicable PRC laws. Pursuant to a SAT Circular 601 issued by the SAT in October 2009, non-resident enterprises that cannot provide valid supporting documents as “beneficial owners” may not be approved to enjoy tax treaty benefits, and “beneficial owners” refers to individuals, enterprises or other organizations which are normally engaged in substantive operations. These rules also set forth certain adverse factors on ~~drug~~the ~~delivery~~recognition of a “beneficial owner”. Specifically, they expressly exclude a “conduit company,” or any company established for the purposes of avoiding or reducing tax obligations or transferring or accumulating profits and ~~point~~not engaged in actual operations such as manufacturing, sales or management, from being a “beneficial owner.” Whether a non-resident company may obtain tax benefits under the relevant tax treaty will be subject to approval of the relevant PRC tax authority and will be determined by the PRC tax authority on a case-~~care~~by-case ~~diagnostic~~basis. ~~consumables~~In June 2012, the SAT further provides in an announcement that a comprehensive analysis should be made when determining the beneficial owner status based on various factors supported by documents including the articles of association, financial statements, records of cash movements, board meeting minutes, board resolutions, staffing and materials, relevant expenditures, functions and risk assumption as well as relevant contracts and other information. ~~Their~~Our ~~competitive~~Hong ~~product~~Kong issubsidiary has not applied for the approval for a ~~spring~~withholding ~~powered~~tax ~~injector~~rate of 5% from the local tax authority as our PRC subsidiaries have not paid dividends due to their loss-making status in the past and will not be able to pay dividends in the future until they have achieved accumulated profits. ~~Consort~~We ~~produces:~~plan to have our Hong Kong subsidiary assume some managerial and administrative functions, as well as conduct other business functions in the future. Once we implement such a plan, we do not believe that our Hong Kong subsidiary will be considered a conduit company as defined under SAT Circular 601. However, our Hong Kong subsidiary as currently situated may be considered a conduit company and we cannot assure you that the relevant PRC tax authority will agree with our view when our Hong Kong subsidiary applies to obtain tax benefits under the relevant tax treaty in the future. As a result, although our PRC subsidiary is currently wholly owned by our Hong Kong subsidiary, we may not be able to enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement (Hong Kong) and therefore be subject to withholding tax at a rate of 10% with respect to dividends to be paid by our PRC subsidiary to Trillion HK.

● MHP-1 Needle-free Jet Injector which incorporates a 2-step actuation mechanism, electronic dose setting; adaptable for specific formulations, concentrations and dosing systems (e.g. volumetric or gravimetric) digital, easy-to-read dose display; ● SQ-PEN Needle-free Jet Injector which incorporates push actuation mechanism, analogue dose setting; ● SQ-X Needle-free Jet Injector which incorporates button-based actuation mechanism, analogue dose setting.

Conclusions:

● This company is not found on the partial list of needle-free injectors and was added as an example of how many other manufacturers there are. This has led to the conclusions below.

Competitive Landscape Conclusions

Antares cites as competition, The Medical House plc. Medical House developed the Cool.clickTM2 needle-free injector for Merck Serono. However it had revenue results for the year ended April 30, 2012 of £1.4 million (USA $2,169,197) representing a growth by 25%. They are included here as an example of the many niche companies that are pairing up with pharmaceutical companies.

There is also competition from internal groups within large pharmaceutical companies and various design houses which complete the design of devices for companies but don’t have manufacturing management capabilities. There are a number of companies that are relatively inactive, focused on peripheral markets or concentrated on certain geographic areas.

This leaves us with our perceived competitors at launch. Our company will focus on diabetes and begin forging alliances to strategically place itself squarely in this area.

Government Regulations

Government authorities in the United States and Canada, at the federal, state and local levels, and other countries extensively regulate, among other things, the research, development, testing, manufacturing, labeling, promotion, advertising, distribution, marketing and export and import of medical devices such as needle-free injection systems. The process of obtaining regulatory approvals and the subsequent substantial compliance with appropriate federal, state, local and foreign statutes and regulations require the expenditure of substantial time and financial resources.

WeEnhanced ~~are~~scrutiny ~~required~~over toacquisition ~~obtain~~transactions ~~two~~by ~~sets of license for~~ the ~~sale~~PRC ~~and~~tax ~~marketing~~authorities ofmay ~~medical~~have ~~devices.~~a Innegative ~~Canada,~~impact ason inpotential ~~the~~acquisitions ~~United~~we ~~States and~~may ~~Europe,~~pursue ~~needle-free~~in ~~injection systems are classified as medical devices and require~~ the ~~following licenses: 1) Product License; and 2) Establishment License~~future.

~~Product~~In ~~License:~~connection ~~Needle-free~~with ~~injection~~the ~~systems~~EIT ~~are~~Law, ~~classified~~the ~~internationally~~Ministry asof ~~Class~~Finance Iand orthe IISAT ~~and~~jointly issued a SAT Circular 59 in ~~the~~April ~~United~~2009, ~~States~~and ~~are~~the ~~subject~~SAT toissued ~~510-k~~a ~~regulatory~~SAT ~~filing~~Circular ~~fee~~698 in December 2009. Both SAT Circular 59 and Circular 698 became effective retroactively on January 1, 2008.

~~Description~~According to SAT Circular 698, where a non-resident enterprise transfers the equity interests of ~~Different~~a ~~Classes~~PRC “resident enterprise” indirectly by disposition of the equity interests of an overseas holding company, or an Indirect Transfer, and the overseas holding company is located in a tax jurisdiction that: (1) has an effective tax rate less than 12.5% or (2) does not tax foreign income of its residents, the non-resident enterprise, being the transferor, must report to the relevant tax authority of the PRC “resident enterprise” this Indirect Transfer. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC withholding tax at a rate of up to 10%. SAT Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC “resident enterprise” to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction. In addition, the PRC “resident enterprise” is supposed to provide necessary assistance to support the enforcement of SAT Circular 698.

~~Class~~There Iis ~~includes~~little ~~products~~guidance and practical experience as to the application of ~~which~~SAT ~~several~~Circular ~~examples~~698, ~~are~~and ~~already~~it ~~approved~~is possible that the PRC tax authorities would pursue our offshore shareholders to conduct a filing regarding our offshore restructuring transactions where non-resident investors were involved and ~~marketed~~would request our PRC subsidiary to assist in ~~Canada~~providing orsuch ~~USA~~disclosures. AsIn ~~long~~addition, asif ~~the~~our ~~basic science~~offshore ~~remains~~subsidiaries are deemed to lack substance they could be disregarded by the ~~same~~PRC tax authorities. As a result, ~~the~~we ~~application~~and ~~for~~our ~~approval~~non-resident investors may become at risk of abeing ~~new~~taxed ~~product~~under isSAT ~~straight~~Circular ~~forward.~~698 ~~One~~and ~~product~~may inbe ~~this~~required ~~category~~to ~~would~~expend valuable resources to comply with SAT Circular 698 or to establish that we should not be taxed under SAT Circular 698, which may have a ~~pregnancy~~material adverse effect ~~test~~on our financial condition and results of operations or ~~regular~~the ~~needle/syringes~~non-resident investors’ investments in us.

~~Class~~By IIpromulgating ~~products~~and ~~are~~implementing ~~those~~these ~~which~~circulars, dothe ~~not~~PRC ~~need~~tax toauthorities behave ~~injected~~enhanced ~~(the~~their ~~device~~scrutiny ~~itself)~~over orthe ~~inserted~~direct ~~into~~or ~~the~~indirect transfer ~~patient~~of ~~(non-invasive).~~equity ~~Often these~~interests ~~products~~in ~~are~~a ~~approved~~PRC ~~and~~resident ~~sold~~enterprise ~~throughout~~by ~~the~~a ~~world~~non-resident enterprise. The ~~products~~PRC ~~which~~tax weauthorities ~~are~~have ~~currently~~the ~~focusing~~discretion under onSAT ~~distributing~~Circular ~~all~~59 ~~belong to~~and ~~Class~~SAT ~~II.~~Circular In698 ~~order~~ to ~~secure~~make adjustments to the ~~necessary~~taxable ~~license~~capital ~~for~~gains ~~these~~based ~~products,~~on wethe ~~are~~difference ~~required~~between tothe fair ~~submit~~value ~~all~~of the ~~documentation~~equity ~~which will~~interests ~~lead~~transferred toand the ~~approval~~cost of ~~the~~investment. ~~products~~Although inwe ~~other~~currently ~~countries.~~have Inno ~~our~~confirmed ~~case,~~plans ~~our~~to ~~products~~pursue any ~~are~~acquisitions ~~already~~in ~~approved~~China or elsewhere in ~~Europe,~~the ~~Canada~~world, ~~etc.~~ Aswe ~~far~~may aspursue ~~for~~acquisitions ~~FDA~~in ~~compliance~~the isfuture ~~concerned,~~that may involve complex corporate structures. If we are ~~required~~considered toa ~~submit~~non-resident ~~all~~enterprise ofunder the ~~scientific~~EIT ~~data,~~Law ~~results,~~and ~~approval~~if ~~process~~the PRC tax authorities make adjustments under ~~and~~SAT ~~certificates~~Circular of59 ~~good~~or ~~quality~~SAT ~~management~~Circular ~~pursuant~~698, toour ~~ISO~~income ~~13485~~tax ~~and~~costs ~~ISO~~associated ~~21649-2006.~~with ~~Usually,~~such ~~products~~potential acquisitions will be increased, which may have ~~the~~an ~~ISO~~adverse ~~accreditation and~~effect CEon ~~Mark~~our ~~easily~~financial ~~obtain~~condition ~~FDA~~and ~~approval~~results of operations.

~~Environmental~~PRC ~~Regulations~~regulations establish complex procedures for some acquisitions of PRC companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

WeSix PRC regulatory agencies promulgated regulations effective on September 8, 2006 that are ~~not~~commonly ~~aware~~referred to as the M&A Rules. The M&A Rules establish procedures and requirements that could make some acquisitions of PRC companies by foreign investors more time-consuming and complex, including requirements in some instances that the Ministry of Commerce be notified in advance of any ~~material~~change-of-control ~~violations~~transaction in which a foreign investor takes control of ~~environmental~~a ~~permits~~PRC domestic enterprise. In addition, ~~licenses~~national security review rules issued by the PRC governmental authorities in 2011 require acquisitions by foreign investors of domestic companies engaged in military-related or ~~approvals~~certain other industries that ~~have~~are ~~been~~crucial ~~issued~~to ~~with~~national ~~respect~~security to be subject to prior ~~our~~security ~~operations~~review. Moreover, the Anti-Monopoly Law requires that the Ministry of Commerce shall be notified in advance of any concentration of undertaking if certain thresholds are triggered. We ~~expect~~may toexpand ~~comply~~our business in part by acquiring complementary businesses. Complying with ~~all~~the ~~applicable~~requirements ~~laws~~of the M&A Rules, security review rules and ~~regulations~~other ~~relating~~PRC regulations to ~~our~~complete ~~business~~such transactions could be time-consuming, and atany ~~this~~required ~~time~~approval processes, we doincluding ~~not~~obtaining ~~anticipate~~approval ~~incurring~~from ~~any~~the ~~material~~Ministry ~~capital~~of ~~expenditures~~Commerce, may delay or inhibit our ability to ~~comply~~complete ~~with~~such ~~any~~transactions, ~~environmental~~which ~~regulations~~could affect our ability to expand our business or ~~other~~maintain our ~~requirements~~market share.

While our intended projects and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.

Employees

As of April 30, 2017 we had two full time employees and two consultants, working on our business. We plan (within next twelve months) to hire one new full-time employee and one additional consultant to work for us on marketing, distribution, commercialization of our products.

REPORTS TO SECURITY HOLDERS

We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission and our filings are available to the public over the internet at the Securities and Exchange Commission’s website at http://www.sec.gov. The public may read and copy any materials filed by us with the Securities and Exchange Commission at the Securities and Exchange Commission’s Public Reference Room at 100 F Street N.E. Washington D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-732-0330. The SEC also maintains an Internet site that contains reports, proxy and formation statements, and other information regarding issuers that file electronically with the SEC, at http://www.sec.gov.

~~Item~~PRC regulations ~~1A.~~relating ~~Risk~~to ~~Factors~~offshore investment activities by PRC residents may limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us, limit our ability to inject capital into our PRC subsidiaries, or otherwise expose us to liability and penalties under PRC law.

~~Much~~The PRC State Administration of Foreign Exchange, or the ~~information~~SAFE, ~~included~~promulgated in ~~this~~October ~~annual~~2005 ~~report~~a ~~includes~~SAFE Circular 75 that requires PRC citizens or isresidents ~~based~~to ~~upon~~register ~~estimates~~with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas equity financing involving a roundtrip investment whereby the offshore entity acquires or controls onshore assets or equity interests held by the PRC citizens or residents. In addition, ~~projections~~such PRC citizens or ~~other~~residents must ~~“forward~~update ~~looking~~their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to increases ~~statements”~~or decreases in investment amount, transfers or exchanges of shares, mergers or divisions, long-term equity or debt investments, external guarantees, or other material events that do not involve roundtrip investments. ~~Such~~Subsequent ~~forward~~regulations ~~looking~~further ~~statements~~clarified that ~~include~~PRC ~~any~~subsidiaries ~~projections~~of ~~and~~an ~~estimates~~offshore ~~made~~company governed by usthe SAFE regulations are required to coordinate and ~~our~~supervise ~~management~~the filing of SAFE registrations in ~~connection~~a timely manner by the offshore holding company’s shareholders who are PRC citizens or residents. ~~with~~If ~~our~~these ~~business~~shareholders ~~operations~~fail to comply, the PRC subsidiaries are required to report to the local SAFE branches. ~~While~~If ~~these~~our ~~forward-looking~~shareholders who ~~statements~~are PRC citizens or residents do not complete their registration with the local SAFE branches, our PRC subsidiary may be prohibited from distributing its profits and proceeds from any ~~assumptions~~reduction ~~upon~~in ~~which~~capital, ~~they~~share ~~are~~transfer ~~based~~or liquidation to us, ~~are~~and ~~made~~we may be restricted in ~~good~~our ~~faith~~ability ~~and~~to ~~reflect~~contribute additional capital to our ~~current~~PRC ~~judgment~~subsidiary. ~~regarding~~Moreover, failure to comply with the ~~direction~~various ofSAFE registration requirements described above could result in liabilities for our ~~business,~~PRC ~~actual~~subsidiary ~~results~~under ~~will~~PRC ~~almost~~laws ~~always~~for ~~vary,~~evasion of applicable foreign ~~sometimes~~exchange ~~materially~~restrictions, ~~from~~including ~~any~~(1) ~~estimates~~the requirement by SAFE to return the foreign exchange remitted overseas within a period specified by SAFE, ~~predictions~~with a fine of up to 30% of the total amount of foreign exchange remitted overseas and deemed to have been evasive and (2) in circumstances involving serious violations, ~~projections~~a fine of no less than 30% of and up to the total amount of remitted foreign exchange deemed evasive. Furthermore, ~~assumptions~~the orpersons-in-charge and other ~~future~~persons ~~performance~~at ~~suggested~~our ~~herein~~PRC subsidiary who are held directly liable for the violations may be subject to criminal sanctions.

~~Such~~These ~~estimates~~foreign exchange regulations provide that PRC residents include both PRC citizens, ~~projections~~meaning orany ~~other~~individual ~~“forward~~who ~~looking~~holds ~~statements”~~a ~~involve~~PRC ~~various~~passport or ~~risks~~resident identification card, and ~~uncertainties~~individuals aswho ~~outlined~~are ~~below.~~non-PRC citizens but primarily reside in the PRC due to their economic Weties ~~caution~~to the ~~reader~~PRC. ~~that~~We ~~important~~have ~~factors~~requested PRC residents holding direct or indirect interest in ~~some~~our ~~cases~~company ~~have~~to ~~affected~~our knowledge to make the necessary applications, filings and amendments as required under SAFE Circular 75 and other related rules. However, we cannot assure you that all of our shareholders who are PRC citizens and hold interests in us have registered with the ~~future~~local SAFE branch as required under SAFE Circular 75. In addition, ~~could~~we ~~materially~~may ~~affect~~not ~~actual~~be ~~results~~informed of the identities of all the PRC residents holding direct or indirect interest in our company, and ~~cause~~we ~~actual~~cannot ~~results~~provide toany ~~differ~~assurances ~~materially~~that ~~from~~these ~~the~~PRC ~~results~~residents ~~expressed~~will incomply with our request to make or obtain any ~~such~~applicable ~~estimates~~registrations or comply with other requirements required by SAFE Circular 75 or other related rules. A failure by our PRC resident shareholders or future PRC resident shareholders to comply with the SAFE regulations, ~~projections~~if SAFE requires it, could subject us to fines or other ~~“forward~~legal sanctions, restrict our cross-border investment activities, limit our ~~looking~~PRC ~~statements”~~subsidiary’s ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects.

~~Risks~~Furthermore, ~~Related~~it is unclear how these regulations, and any future regulation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities. We cannot predict how these regulations will affect our business operations or future strategy. For example, we may be subject to ~~Our~~a ~~Business~~more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. In addition, if we decide to acquire a PRC domestic company, either we or the owners of such company, as the case may be, may not be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.

WeFluctuations ~~have~~in aexchange ~~history~~rates ofcould ~~losses~~have ~~and~~ a ~~limited~~material ~~history~~adverse ofeffect ~~revenues,~~on ~~which~~our ~~raise~~results ~~substantial~~of ~~doubt~~operations ~~about~~and ~~our~~the ~~ability~~value toof ~~continue~~your ~~as a going concern~~investment.

~~From~~Substantially ~~inception~~all toof ~~April~~our ~~30,~~revenues ~~2017,~~and weexpenditures ~~have~~are ~~incurred~~denominated ~~aggregate~~in ~~net~~RMB. ~~losses~~As ofthe ~~$2,846,893.~~functional Wecurrency ~~can~~for ~~offer~~our noPRC ~~assurance~~subsidiary ~~that~~and weconsolidated affiliated ~~will~~entities ~~ever operate~~is ~~profitably~~RMB, orfluctuations ~~that~~in wethe ~~will~~exchange ~~generate~~rate ~~positive~~may ~~cash~~cause ~~flow~~us into ~~the~~incur ~~future~~foreign exchange losses on any foreign currency holdings they may have. In addition, ~~our~~appreciation ~~operating~~or ~~results~~depreciation in the ~~future may~~value beof ~~subject~~the Renminbi relative to ~~significant~~the ~~fluctuations~~U.S. ~~due~~dollar would affect our financial results in U.S. dollar terms without giving effect to ~~many~~any ~~factors~~underlying ~~not~~change ~~within~~in our ~~control,~~business ~~such~~or asresults ~~the~~of operations. ~~unpredictability~~If ofwe ~~when~~decide ~~customers will~~to ~~order~~convert ~~products,~~our ~~the~~RMB ~~size~~into ofU.S. ~~customers’~~dollars ~~orders,~~for the ~~demand~~purpose of making payments for dividends on our ~~products~~ordinary shares or for other business purposes, ~~and~~appreciation of the ~~level~~U.S. ofdollar ~~competition~~against ~~and~~the ~~general~~RMB would have a negative effect on the U.S. ~~economic~~dollar ~~conditions~~amount available to us.

Our company’s operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. No assurance can be given that we may be able to operate on a profitable basis.

Due to the nature of our business and the early stage of our development, our securities must be considered highly speculative. We have not realized a profit from our operations to date and there is little likelihood that we will realize any profits in the short or medium term. Any profitability in the future from our business will be dependent upon the successful commercialization or licensing of our core products, which themselves are subject to numerous risk factors as set forth below.

We expect to continue to incur development costs and operating costs. Consequently, we expect to incur operating losses and negative cash flows until our products gain market acceptance sufficient to generate a commercially viable and sustainable level of sales, and/or additional products are developed and commercially released and sales of such products made so that we are operating in a profitable manner. Our history of losses and limited history of revenues raise substantial doubt about our ability to continue as a going concern.

We have had negative cash flows from operations since inception. We will require significant additional financing, the availability of which cannot be assured, and if our company is unable to obtain such financing, our business may fail.

To date, we have had negative cash flows from operations and have depended on sales of our equity securities and debt financing to meet our cash requirements. We may continue to have negative cash flows. We have estimated that we will require approximately $500,000 to carry out our business plan for the next twelve months. There is no assurance that actual cash requirements will not exceed our estimates. We will require additional financing to finance working capital and pay for operating expenses and capital requirements until we achieve a positive cash flow.

~~Our~~The ~~ability~~value of the Renminbi against the U.S. dollar and other currencies is affected by, among other things, changes in China’s political and economic conditions and China’s foreign exchange policies. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to ~~market~~the U.S. dollar, and ~~sell~~the ~~our~~Renminbi ~~medical~~appreciated ~~devices~~more ~~will~~than be20% ~~dependent~~against ~~upon~~the ~~our~~U.S. dollar ~~ability~~over the following three years. As a consequence, the Renminbi has fluctuated sharply since July 2008 against other freely traded currencies, in tandem with the U.S. dollar. It is difficult to ~~raise~~predict how long the current situation may last and when and how it may change again. There remains significant ~~additional~~international ~~financing~~pressure on the PRC government to adopt a substantial liberalization of its currency policy, which could result in a further and more significant appreciation in the value of the Renminbi against the U.S. Ifdollar. Significant revaluation of the Renminbi may have a material and adverse effect on your investment. For example, weto ~~are~~the ~~unable~~extent that we need to ~~obtain~~convert ~~such~~U.S. ~~financing~~dollars we receive from securities offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we ~~will~~would ~~not~~receive befrom ~~able~~the conversion. Conversely, if we decide to ~~fully~~convert ~~develop~~our Renminbi into U.S. dollars for the purpose of making payments for dividends on our common stock or for other business purposes, appreciation of the U.S. ~~Specifically~~dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us. In August 2015, wethe PRC Government devalued its currency by approximately 3%, represented the largest yuan depreciation for 20 years. Concerns remain that China’s slowing economy, and in particular its exports, will need toa ~~raise additional~~stimulus ~~funds~~that ~~to:~~can only come from further cuts in the exchange rate.

●In addition, ~~Support~~appreciation or depreciation in the value of the Renminbi relative to the U.S. dollar would affect our ~~planned~~financial ~~growth~~results reported ~~and~~in ~~carry~~U.S. ~~out~~dollar terms without giving effect to any underlying change in our business ~~plan;~~or ●results ~~Hire~~of ~~top~~operations. ~~quality~~The ~~personnel~~income statements of our operations are translated into U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currencies denominated transactions results in reduced revenue, operating expenses and net income for ~~all~~our ~~areas~~international operations. Similarly, to the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions results in increased revenue, operating expenses and net income for our ~~business;~~international operations. We are also exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign subsidiaries into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the conversion of the foreign subsidiaries’ financial statements into U.S. dollars will lead to a translation gain or loss, which is recorded as a component of other comprehensive income. Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions. While we may enter into hedging transactions in the future, the availability and ●effectiveness ~~Address~~of ~~competing~~these ~~technological~~transactions may be limited, and ~~market~~we ~~developments~~may not be able to successfully hedge our exposure at all.

WeDividends ~~may~~we ~~not~~receive befrom able to obtain additional equity or debt financing on acceptable terms as required. Even if financing is available, it may not be available on terms that are favorable to us or in sufficient amounts to satisfy our ~~requirements.~~subsidiaries ~~Any~~located ~~additional equity financing may involve substantial dilution to our then existing shareholders. If we require, but are unable to obtain, additional financing~~ in the ~~future,~~PRC we may be ~~unable~~subject to ~~implement~~PRC ~~our~~withholding ~~business plan and our growth strategies, respond to changing business or economic conditions, withstand adverse operating results and compete effectively~~tax. More importantly, if we are unable to raise further financing when required, we may be forced to scale down our operations and our ability to generate revenues may be negatively affected. Additionally, if we were unable to further finance our company, we may become illiquid and may become unable to fulfill our public reporting obligations.

WeThe ~~have~~EIT Law provides that a ~~limited~~maximum ~~operating~~income ~~history~~tax ~~and~~rate ifof wetwenty percent (20%) is applicable to dividends payable to non-PRC investors that are ~~not~~“non-resident ~~successful~~enterprises,” into ~~continuing~~the extent such dividends are derived from sources within the PRC. However, the State Council has reduced such rate to ~~grow~~ten percent (10%) through the implementation regulations. Although we are a Nevada corporation, all of our ~~business~~income is derived from our Guizhou Tongren subsidiary located in the PRC. Therefore, ~~then~~dividends wepaid to us from China may ~~have~~be subject to ~~scale~~the ~~back~~ten percent (10%) income tax if we are considered a “non-resident enterprise” orunder ~~even~~the ~~cease~~EIT Law. If we are required under the EIT Law and its implementation regulations to pay income tax for any dividends we receive from our ~~ongoing~~PRC ~~business~~subsidiaries, ~~operations~~it may have a material and adverse effect on our net income and materially reduce the amount of dividends, if any, we may pay to our shareholders.

We ~~have~~may ~~a limited history of revenues from operations and have no significant tangible assets. We have yet to generate positive earnings and there can~~ be noexposed assurance that we will ever operate profitably. Accordingly, we must be considered in the development stage. Our success is significantly dependent on a successful commercialization of our products. Our operations will be subject to ~~all the~~liabilities ~~risks~~under ~~inherent in~~ the ~~establishment~~Foreign ofCorrupt aPractices ~~developing~~Act ~~enterprise~~ and ~~the~~Chinese ~~uncertainties~~anti-corruption ~~arising~~laws, ~~from~~and ~~the~~any ~~absence of a significant~~determination ~~operating~~that ~~history.~~we Weviolated ~~may~~these belaws ~~unable~~could tohave ~~develop~~ a ~~successful~~material ~~product~~adverse oreffect ~~achieve commercial acceptance of our product or operate~~ on ~~a profitable basis. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If~~ our business ~~plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company~~.

IfWe weare ~~fail~~subject to ~~effectively~~the ~~manage~~Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the ~~growth~~statute, for the purpose of ~~our~~obtaining ~~company~~or retaining business. We have operations, agreements with third parties and we make the ~~commercialization~~majority of our sales ~~product~~in China. PRC also strictly prohibits bribery of government officials. Our activities in China create the risk of unauthorized payments or offers of payments by the employees, consultants, sales agents or distributors of our Company, even though they may not always be subject to our control. It is our policy to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future ~~business~~improvements ~~results~~may prove to be less than effective, and the employees, consultants, ~~could~~sales agents or distributors of our Company may engage in conduct for which we might be ~~harmed~~held responsible. Violations of the FCPA or Chinese anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our ~~managerial~~business, operating results and ~~operational~~financial ~~resources~~condition. In addition, the U.S. government may beseek to ~~strained~~hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

As we proceed with the commercialization of our product and the expansion of our marketing and commercialization efforts, we expect to experience significant growth in the scope and complexity of our business. We will need to add staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting functions. We anticipate that we will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a material adverse effect on our business and financial condition.

Our by-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.

Our by-laws contain provisions with respect to the indemnification of our officers and directors against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him or her in connection with any action, suit or proceeding to which they were made parties by reason of his or her being or having been one of our directors or officers.

Risks Related to Our Common Stock

A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all of our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business.

IfUncertainties wewith ~~issue~~respect ~~additional~~to ~~shares in~~ the ~~future,~~PRC itlegal ~~will~~system ~~result~~could inlimit the ~~dilution~~legal ofprotections ~~our~~available ~~existing~~to ~~shareholders~~you and us.

We ~~are~~conduct ~~authorized~~all of our business through Guizhou Tongren, our subsidiary in the PRC. Guizhou Tongren is subject to ~~issue~~laws upand regulations applicable to ~~300~~foreign investments in China and,~~000~~ in particular,~~000~~ ~~shares~~laws ofapplicable ~~common~~to ~~stock~~foreign-invested ~~with~~enterprises. aThe ~~par~~PRC ~~value~~legal system ofis ~~$0.001.~~based ~~Our~~on ~~board~~written ofstatutes, ~~directors~~and prior court decisions may ~~choose to~~be ~~issue~~cited ~~some~~for orreference ~~all~~but have limited precedential value. Since 1979, a series of ~~such~~new ~~shares~~PRC tolaws ~~acquire~~and ~~one~~regulations orhave ~~more~~significantly ~~businesses~~enhanced orthe protections afforded to ~~provide~~various ~~additional~~forms ~~financing~~of foreign investments in China. However, since the ~~future.~~PRC ~~The~~legal ~~issuance~~ system continues to evolve rapidly, the interpretations of ~~any~~many ~~such~~laws, regulations ~~shares~~and ~~will~~rules ~~result~~are innot aalways ~~reduction~~uniform and enforcement of ~~the~~these ~~book~~laws, ~~value~~regulations and ~~market~~rules ~~price~~involves ofuncertainties, ~~the~~which may ~~outstanding~~limit ~~shares~~legal ofprotections ~~our~~available ~~common~~to ~~stock~~you and us. If weIn ~~issue~~addition, any ~~such~~litigation ~~additional~~in ~~shares,~~China ~~such~~may ~~issuance~~be ~~will~~protracted ~~cause~~and aresult ~~reduction~~ in ~~the~~substantial costs ~~proportionate~~and ~~ownership~~diversion of resources and ~~voting~~management ~~power~~attention. In addition, all of our executive officers and all of our directors are residents of China and not of the US, and substantially all ~~current~~the ~~shareholders~~assets of these persons are located outside the US. ~~Further~~As a result, it ~~such~~could ~~issuance~~be ~~may~~difficult ~~result~~for investors to effect service of process in the US or to enforce a ~~change~~judgment ofobtained ~~control~~in ofthe US against our ~~company~~Chinese operations, subsidiary and affiliate.

~~Trading~~You ~~of our stock~~ may behave ~~restricted~~difficulty byenforcing ~~the~~judgments ~~Securities~~against ~~Exchange Commission’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our stock~~us.

~~The~~Virtually ~~Securities~~all ~~and~~of ~~Exchange~~our ~~Commission~~assets ~~has~~are ~~adopted~~located ~~regulations~~outside ~~which~~the ~~generally~~US ~~define~~and ~~“penny~~all ~~stock”~~of toour becurrent ~~any~~operations ~~equity~~are ~~security that~~conducted ~~has~~by aGuizhou ~~market~~Tongren ~~price~~in ~~(as~~the ~~defined)~~PRC. ~~less~~In addition, ~~than~~our ~~$5.00~~sole ~~per~~director ~~share~~and orofficer anis ~~exercise~~resident ~~price~~ of ~~less than $5~~China.00 ~~per~~Substantially ~~share,~~all ~~subject~~of tohis ~~certain exceptions.~~assets ~~Our securities~~ are ~~covered~~located byoutside the ~~penny~~US. ~~stock~~As ~~rules~~a result, ~~which~~it ~~impose~~may ~~additional~~be ~~sales~~difficult ~~practice~~for ~~requirements~~you onto ~~broker-dealers who~~effect ~~sell~~service toof ~~persons~~process ~~other~~within ~~than~~the ~~established~~US ~~customers~~upon ~~and~~him. ~~“accredited~~It ~~investors”.~~may ~~The~~also ~~term~~be ~~“accredited~~difficult ~~investor” refers~~for ~~generally~~you to ~~institutions with assets~~ enforce in ~~excess~~US ofcourts ~~$5,000,000~~judgments orpredicated ~~individuals~~on ~~with~~the acivil ~~net~~liability ~~worth~~provisions ~~in excess~~ of ~~$1,000,000~~the ~~or annual~~US ~~income~~federal ~~exceeding~~securities ~~$200,000~~laws oragainst ~~$300,000~~us ~~jointly~~and ~~with~~our ~~their~~officer and ~~spouse~~director. ~~The~~In ~~penny~~addition, ~~stock~~there ~~rules~~is ~~require~~uncertainty aas ~~broker-dealer, prior~~ to a ~~transaction~~whether inthe acourts ~~penny~~of ~~stock not otherwise exempt from~~ the ~~rules,~~PRC towould ~~deliver~~recognize aor ~~standardized~~enforce ~~risk~~judgments ~~disclosure~~of ~~document~~US courts. Courts in aChina ~~form prepared~~may byrecognize ~~the Securities~~ and ~~Exchange~~enforce ~~Commission,~~foreign ~~which~~judgments ~~provides~~in ~~information~~accordance ~~about~~with ~~penny stocks and~~ the ~~nature~~requirements ~~and level~~ of ~~risks~~ in the ~~penny~~PRC ~~stock~~Civil ~~market. The broker-dealer also must provide the customer with current bid and offer quotations for the~~Procedures ~~penny~~Law ~~stock,~~based ~~the~~on ~~compensation~~treaties ofbetween ~~the~~China ~~broker-dealer~~ and ~~its salesperson in~~ the ~~transaction~~country ~~and~~where ~~monthly account statements showing~~ the ~~market~~judgment ~~value~~is ofmade ~~each~~or ~~penny~~on ~~stock~~reciprocity ~~held~~between ~~in the customer’s account~~jurisdictions. ~~The bid and offer quotations, and the broker-dealer and salesperson~~China ~~compensation~~does ~~information,~~not ~~must~~have beany ~~given~~treaties ~~to the customer orally~~ or inother ~~writing~~arrangements ~~prior~~that toprovide ~~effecting~~for the ~~transaction~~reciprocal recognition and ~~must~~enforcement beof ~~given to~~foreign ~~the customer in writing before or~~ judgments with the ~~customer’s confirmation~~US. In addition, ~~the~~according ~~penny~~to ~~stock~~the ~~rules~~PRC ~~require~~Civil ~~that~~Procedures ~~prior~~Law, ~~to a~~courts ~~transaction~~ in athe ~~penny~~PRC ~~stock~~will not ~~otherwise~~enforce ~~exempt from these rules, the broker-dealer must make~~ a ~~special~~foreign ~~written~~judgment ~~determination~~against ~~that~~us ~~the~~or ~~penny~~our ~~stock~~directors ~~is a suitable investment for the purchaser~~ and ~~receive~~officers ~~the~~if ~~purchaser’s~~they ~~written~~decide ~~agreement~~that to the ~~transaction. These~~judgment ~~disclosure~~violates ~~requirements~~basic ~~may~~principles ~~have the effect~~ of ~~reducing~~PRC ~~the~~law ~~level~~or ofnational ~~trading~~sovereignty, security ~~activity~~or in the ~~secondary~~public ~~market~~interest. ~~for~~So ~~the~~it ~~stock that~~ is ~~subject~~uncertain towhether ~~these~~a ~~penny~~PRC ~~stock~~court ~~rules.~~would ~~Consequently,~~enforce ~~these~~a ~~penny~~judgment ~~stock~~rendered ~~rules~~by ~~may~~a ~~affect~~court ~~the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest~~ in ~~and limit~~ the ~~marketability of our common stock~~US.

~~FINRA~~Future ~~sales~~inflation ~~practice~~in ~~requirements~~China may ~~also~~inhibit ~~limit~~our ~~a stockholder’s~~ ability to ~~buy~~conduct ~~and~~business ~~sell~~in ~~our stock~~China.

In ~~addition~~recent ~~to the “penny stock” rules described above~~years, the ~~Financial~~Chinese ~~Industry~~economy ~~Regulatory~~has ~~Authority~~experienced ~~(FINRA),~~periods ~~formerly the National Association~~ of ~~Securities~~rapid ~~Dealers~~expansion orand ~~NASD,~~highly ~~has~~fluctuating ~~adopted~~rates ~~rules~~of ~~that~~inflation. ~~require~~During the ~~that~~past inten ~~recommending an investment to a customer~~years, a ~~broker-dealer~~the ~~must~~rate ~~have~~of ~~reasonable~~inflation ~~grounds~~in ~~for~~China ~~believing~~has ~~that~~been ~~the~~as ~~investment~~high isas ~~suitable for that customer~~20.7% ~~Prior~~and toas ~~recommending speculative~~ low ~~priced~~as ~~securities to their non~~-~~institutional~~2.2%. ~~customers,~~These ~~broker-dealers~~factors ~~must~~have ~~make~~led ~~reasonable efforts~~ to ~~obtain~~the ~~information~~adoption ~~about~~by the ~~customer’s~~Chinese ~~financial status~~government, ~~tax~~from ~~status,~~time ~~investment~~to ~~objectives~~time, ~~and~~of ~~other~~various ~~information.~~corrective ~~Under~~measures ~~interpretations of~~designed ~~these~~to ~~rules,~~restrict the ~~FINRA~~availability ~~believes~~of credit ~~that~~or ~~there~~regulate isgrowth aand ~~high~~contain ~~probability~~inflation. ~~that~~High ~~speculative~~inflation ~~low~~may ~~priced~~in ~~securities~~the ~~will~~future ~~not~~cause bethe ~~suitable for~~Chinese atgovernment ~~least~~to ~~some~~impose ~~customers.~~controls on ~~The~~credit ~~FINRA~~and/or ~~requirements~~prices, ~~make~~or ~~it more difficult for broker-dealers~~ to ~~recommend~~take ~~that~~other ~~their customers buy our common stock~~action, which ~~may~~could ~~limit~~inhibit ~~your~~economic ~~ability~~activity toin ~~buy~~China, and ~~sell~~thereby ~~our~~harm ~~stock and have an adverse effect on~~ the market for our ~~shares~~ products and our company.

Risks Relating to Our Common Stock and Our Status as a Public Company

Our common stock is quoted on OTC Pink which may have an unfavorable impact on our stock price and liquidity.

Our common stock is quoted on OTC Pink under the symbol “ETAH”. The trading market for securities of companies quoted on OTC Pink or other quotation systems is substantially less liquid than the average trading market for companies listed on a national securities exchange. The quotation of our shares on OTC Pink or other quotation system may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the market price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

Our principal stockholder has substantial influence over our company, and its interests may not be aligned with the interests of our other stockholders.

Team Youn, our principal stockholder, owns approximately 80.60% of our outstanding shares. As a result, Team Youn has significant influence over our business, including decisions regarding mergers, consolidations, the sale of all or substantially all of our assets, election of directors and other significant corporate actions. As a result of this concentration of ownership, you and our other stockholders, acting alone, may not have the ability to determine the outcome of matters requiring stockholder approval, including the election of our directors or significant corporate transactions. In addition, this concentration of ownership, which is not subject to any voting restrictions, may discourage, delay or thwart efforts by third parties to take-over or effect a change in control of our company which could deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company, and may limit the price that investors are willing to pay for our common stock.

Our management is not familiar with the United States securities laws.

Our management is generally unfamiliar with the requirements of the U.S. securities laws and may not appreciate the need to devote the resources necessary to comply with such laws. A failure to adequately respond to applicable securities laws could lead to investigations by the SEC and other regulatory authorities that could be costly, divert management’s attention and disrupt our business.

We do not have an internal accounting staff responsible for the preparation of our financial statements and the personnel we rely upon in China for the preparation of our financial statements under generally accepted accounting principles in the U.S. have had no education or training in U.S. GAAP and SEC rules and regulations pertaining to financial reporting, which could impact our ability to prepare our financial statements and convert our books and records to U.S. GAAP.

We maintain our books and records in accordance with generally accepted accounting principles in the PRC, or PRC GAAP. The accounting personnel in the PRC who have the primary responsibilities of preparing and supervising the preparation of financial statements under U.S. GAAP have had no education or training in U.S. GAAP and related SEC rules and regulations. As such, they may be unable to identify potential accounting and disclosure issues that may arise upon the conversion of our books and records from PRC GAAP to U.S. GAAP, which could affect our ability to prepare our financial statements in accordance with U.S. GAAP. We have taken steps to ensure that our financial statements are in accordance with U.S. GAAP, including our hiring of a U.S. accounting firm to work with our PRC accounting personnel and management to convert our books and records to U.S. GAAP and prepare our financial statements. However, the measures we have taken may not be sufficient to mitigate the foregoing risks. Furthermore, the need to comply with U.S. GAAP may require us to expend substantial amounts of resources and time that could divert our management’s attention and disrupt our business.

We will incur significant costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance requirements, including establishing and maintaining internal controls over financial reporting, and we may be exposed to potential risks if we are unable to comply with these requirements.

PRC companies have historically not adopted a Western style of management and financial reporting concepts and practices, which include strong corporate governance, internal controls and, computer, financial and other control systems. We have no middle and top management staff educated and trained in the Western system, and we may have difficulty hiring new employees in the PRC with such training. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal controls for financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluations and testing of our internal controls over financial reporting to allow management to report on the effectiveness of our internal controls over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Compliance with Section 404 may require that we incur substantial accounting expenses and expend significant management efforts. Our financial controls and disclosure controls and procedures are not adequate for a public company. Among others weaknesses, the lack of personnel and the lack of familiarity of the accounting staff we utilize with US GAAP constitutes a material weakness in our controls for financial reporting. We have taken steps to rectify this weakness, including hiring a US accounting firm to work with us. There is no assurance, however, that the steps taken to date will be sufficient to rectify this material weakness. In the event that we fail to remedy the weaknesses in our controls over financial reporting and adopt appropriate disclosure controls and procedures, our financial reporting may be deficient and we may fail to comply with the reporting requirements of the Securities Exchange Act and other US securities laws, in which event, the market price of our common stock could decline if investors and others lose confidence in the reliability of our financial statements and we could be subject to sanctions or investigations by the SEC or other applicable regulatory authorities.

If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S. publicly-traded Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price and reputation and could result in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved favorably.

Recently, U.S. public companies that have substantially all of their operations in China, particularly companies that have completed reverse merger transactions, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity have focused on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to stockholder lawsuits, SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what affect this sector-wide scrutiny, criticism and negative publicity will have on our company, our business and our stock price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation will be costly and time consuming and distract our management from growing our company. If such allegations are not proven to be groundless, our company and business operations will be severely impacted and your investment in our stock could be rendered worthless.

Techniques employed by manipulative short sellers in Chinese small-cap stocks may drive down the market price of our common stock.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from the difference in the sale price of the borrowed securities and the purchase price of the replacement shares. As it is therefore in the short seller’s best interests for the price of the stock to decline, there have been incidents of short sellers publishing, or arranging to publish negative opinions in order to create negative market momentum. While traditionally these disclosed shorts have been limited in their ability to access mainstream business media or to otherwise create negative market rumors, the rise of the Internet and technological advancements regarding document creation, videotaping and publication by weblog (“blogging”) have allowed many disclosed shorts to publicly attack a company’s credibility, strategy and veracity by means of so-called research reports that mimic the type of investment analysis performed by large Wall Street firms and independent research analysts. These short attacks have, in the past, resulted in the selling of shares in the market, on occasion on a large scale and broad base. Issuers with business operations based in the PRC, that have limited trading volumes and that are susceptible to higher volatility levels than U.S. domestic large-cap stocks can be particularly vulnerable to such short attacks.

These short seller publications are not regulated by any governmental, self-regulatory organization or other official authority in the U.S., are not subject to the certification requirements imposed by the SEC in Regulation Analyst Certification and, accordingly, the opinions they express may be based on distortion of the actual facts or, in some cases, fabrication of the facts. In light of the limited risks involved in publishing such information, and the enormous profit that can be made from running just one successful short attack, unless the short sellers become subject to significant penalties, it is more likely than not that disclosed shorts will continue to issue such reports.

While we intend to strongly defend our public filings against any such short seller attacks, oftentimes we are constrained, either by principles of freedom of speech, applicable state law (often called Anti-SLAPP statutes), or issues of commercial confidentiality, in the manner in which we can proceed against the relevant short seller. You should be aware that in light of the relative freedom to operate that such persons enjoy – oftentimes blogging from outside the U.S. with little or no assets or identity requirements – should we be targeted for such an attack and the rumors not dismissed by market participants, our stock will likely suffer from a temporary, or possibly long term, decline in market price.

Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We have not declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors (“BOD”) and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. We cannot assure you that you will be able to sell shares when you desire to do so.

The market price of our common stock can become volatile, leading to the possibility of its value being depressed at a time when you may want to sell your holdings.

The market price of our common stock can become volatile. Numerous factors, many of which are beyond our control, may cause the market price of our common stock to fluctuate significantly. These factors include:

	●	our earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to meet the expectations of financial market analysts and investors;

	●	changes in financial estimates by us or by any securities analysts who might cover our stock;

	●	speculation about our business in the press or the investment community;

	●	significant developments relating to our relationships with our customers or suppliers;

●

stock market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry;

	●	customer demand for our services;

	●	investor perceptions of our industry in general and our Company in particular;

	●	the operating and stock performance of comparable companies;

	●	general economic conditions and trends;

	●	announcements by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures;

	●	changes in accounting standards, policies, guidance, interpretation or principles;

	●	loss of external funding sources; and

	●	sales of our common stock, including sales by our directors, officers or significant stockholders; and departures of key personnel.

Securities class action litigation is often instituted against companies following periods of volatility in their stock price. Should this type of litigation be instituted against us, it could result in substantial costs to us and divert our management’s attention and resources.

Moreover, securities markets may from time to time experience significant price and volume fluctuations for reasons unrelated to the operating performance of particular companies. These market fluctuations may adversely affect the price of our common stock and other interests in our Company at a time when you want to sell your interest in us.

If we fail to develop and maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud, as a result, current and potential stockholders could lose confidence in our financial reports, which could harm our business and the trading price of our common stock.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. Section 404 of the Sarbanes-Oxley Act of 2002 requires us to evaluate and report on our internal controls over financial reporting. Compliance with Section 404 requires that we strengthen, assess and test our system of internal controls to provide the basis for our report. The process of strengthening our internal controls and complying with Section 404 is expensive and time consuming, and requires significant management attention. We cannot be certain that the measures we undertake will ensure that we will maintain adequate controls over our financial processes and reporting in the future. Furthermore, if we are able to rapidly grow our business, the internal controls that we will need will become more complex, and significantly more resources will be required to ensure our internal controls remain effective. Failure to implement required controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations. If we discover a material weakness in our internal controls, the disclosure of that fact, even if the weakness is quickly remedied, could diminish investors’ confidence in our financial statements and harm our stock price. In addition, non-compliance with Section 404 could subject us to a variety of administrative sanctions, including the suspension of trading, ineligibility for listing on the OTC Markets, and the inability of registered broker-dealers to make a market in our common stock, which would further reduce our stock price.

There is no active trading market for our shares of common stock.

There is no active trading market for our common stock. There can be no assurance that a regular trading market for our securities will develop, or that if one develops, that it will be sustained. The trading price of our securities could be subject to wide fluctuations, in response to announcements by us or others, developments affecting us, and other events or factors. In addition, the stock market has experienced extreme price and volume fluctuations in recent years. These fluctuations have had a substantial effect on the market prices for many companies, often unrelated to the operating performance of such companies, and may adversely affect the market prices of the securities. Such risks could have an adverse effect on the stock’s future liquidity.

Our common stock is subject to the “Penny Stock” Rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience and objectives of the person; and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common shares and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Under our Articles of Incorporation, our Board of Directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to adversely affect stockholder voting power and perpetuate the board’s control over our company.

Our Articles of Incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock by our Board of Directors in one or more series, with such designations, powers, privileges, rights, qualifications and limitations as our Board of Directors may determine, in its sole discretion, with no further authorization by security holders required for the issuance of such shares.

The issuance of preferred stock may adversely affect the voting power and other rights of the holders of common stock. Preferred stock may be issued quickly with terms calculated to discourage, make more difficult, delay or prevent a change in control of our company or make removal of management more difficult. As a result, the ability of the Board of Directors to issue preferred stock may discourage the potential hostile acquirer, possibly resulting in beneficial negotiations. Negotiating with an unfriendly acquirer may result in terms more favorable to us and our stockholders. Conversely, the issuance of preferred stock may adversely affect the market price of, and the voting and other rights of the holders of the common stock. We presently have no plans to issue any preferred stock.

We may, in the future, issue additional shares of common stock, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorizes the issuance of up to 1,000,000,000 shares of common stock. We have outstanding 171,058,437 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

Item 1B.

Unresolved Staff Comments

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 2.

Properties

We ~~currently~~do ~~rent~~not aown ~~warehouse~~any ~~and an assembly space of about 2,000 square feet at 8755 Ash Street, Suite 1, Vancouver, British Columbia, Canada, V6P 6T3~~properties. Our office is also in the same location. Effective February 1, 2017, we are required to pay CAD $2,840 (USD $2,266). The original term of our lease was for a period of one year. We are currently renting this space month-to-month.

We lease the following properties:

Location	Size (sq meters)	Annual Rental	Expiration Date
Tongren, Guizhou, China	3,452	RMB1,087,380 (Waived for the first 5 years)	September 17, 2027
Tongren Guizhou, China	50	RMB1,440	March 20, 2019
New York, NY, US	Shared space	$0	November 15, 2022

Item 3.

Legal Proceedings

WeFrom ~~know~~time ofto ~~no material~~time, ~~existing~~we ormay ~~pending~~become involved in various lawsuits and legal proceedings ~~against~~which ~~our~~arise ~~company~~in the ordinary course of business. However, ~~nor~~litigation ~~are~~is wesubject ~~involved~~to asinherent auncertainties ~~plaintiff~~and inan ~~any~~adverse ~~material proceeding~~result in these or ~~pending~~other ~~litigation.~~matters ~~There~~may ~~are~~arise nofrom ~~proceedings~~time into time ~~which~~that ~~any~~may ofharm our ~~directors,~~business. ~~officers~~We orare ~~affiliates,~~currently ornot aware of any ~~registered or~~such ~~beneficial~~legal ~~stockholder,~~proceedings isor anclaims ~~adverse~~that ~~party~~we orbelieve ~~has~~will have a material ~~interest~~ adverse toeffect on our ~~interest~~business, financial condition or operating results.

Furthermore, there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

Item 4.

Mine Safety Disclosures

Not applicable.

PART II

Item 5.

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

~~Our~~Market common stock is not traded on any exchange. Our common stock is quoted on the OTC Pink under the trading symbol “ETAH”. We cannot assure you that there will be a market in the future for our common stock.Information

~~OTC~~Our ~~Pink~~common ~~securities~~stock ~~are~~is ~~not~~quoted ~~listed and traded~~ on ~~the floor of an organized national or regional stock exchange. Instead,~~ OTC Pink ~~securities~~ ~~transactions~~under ~~are conducted through a telephone and computer network connecting dealers. OTC Pink issuers are traditionally smaller companies that do not meet~~ the ~~financial~~symbol ~~and other listing requirements of a national or regional stock exchange~~“ETAH.”

~~The~~There ~~following~~exists ~~table~~only ~~reflects~~a ~~the~~very ~~high~~limited ~~and~~trading ~~low~~market ~~bid information~~ for our common stock ~~obtained~~on ~~from~~the ~~Stockwatch~~Pink ~~and~~tier ~~reflects~~of ~~inter-dealer prices,~~the ~~without~~OTC ~~retail~~Markets ~~mark-up,~~(www.otcmarkets.com) ~~markdown~~with limited or ~~commission,~~no ~~and may not necessarily represent actual transactions~~volume.

~~The high and low bid prices of our common stock for the periods indicated below are as follows:~~Holders

OTC Markets
Quarter Ended	High		Low
April 30, 2017	$	0.072	$	0.0324
January 31, 2017	$	0.175	$	0.035
October 31, 2016	$	0.09	$	0.03
July 31, 2016	$	0.06	$	0.01
April 30, 2016	$	0.04	$	0.01
January 31, 2016	$	0.07	$	0.02
October 31, 2015	$	0.08	$	0.025
July 31, 2015	$	0.18	$	0.02
April 30, 2015	$	0.06	$	0.03

As of July 17, 2018, we had approximately 23 record holders of our common stock.

14Dividends

AsSince ofinception ~~August~~we ~~10,~~have ~~2017,~~not ~~there~~paid ~~were~~any ~~approximately~~dividends 25on ~~registered~~our ~~holders~~common ofstock. ~~record~~We ofcurrently do not anticipate paying any cash dividends in the foreseeable future on our common stock. ~~including~~Although ~~1140~~we ~~shareholders~~intend into retain our earnings, if any, to finance the exploration and growth ~~CEDE~~of &our Cobusiness, ~~(NOBO~~our ~~List)~~Board of Directors will have the discretion to declare and pay dividends in the future. AsPayment of ~~such~~dividends in ~~date~~the future will depend upon our earnings, 70growth,~~929~~ capital requirements,~~868~~ ~~common~~and ~~shares~~other ~~were~~factors, ~~issued~~which ~~and~~our ~~outstanding~~Board of Directors may deem relevant.

~~Our~~Issuer ~~common~~Purchases ~~shares~~of ~~are~~Equity ~~issued in registered form. Island Stock Transfer, 15500 Roosevelt Blvd. Suite 301, Clearwater, FL 33760, (Telephone: (727) 289-0010) is the registrar and transfer agent for our common shares.~~Securities

~~Dividend Policy~~None.

WeSecurities ~~have~~Authorized ~~not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any,~~ for ~~use~~Issuance inunder ~~our~~Equity ~~operations~~Compensation ~~and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.~~Plans

~~Equity~~The ~~Compensation~~following ~~Plan~~table sets forth information about the common stock available for issuance under compensatory plans and arrangements as of April 30, 2018.

On January 15, 2013, our directors approved the adoption of the 2013 Stock Option Plan which permits our company to issue up to 6,300,000 shares of our common stock to directors, officers, employees and consultants of our company upon the exercise of stock options granted under the 2013 Stock Option Plan.

(c)

Number of securities

remaining available

(a)

for future issuance

Number of
securities to be

(b)

under equity
compensation

issued upon

Weighted-average

plans (excluding

exercise of

exercise price of

securities

outstanding

reflected in

Plan Category

warrants

column (a))

Equity compensation plan approved by security holders

None

—

None

Equity compensation plans not approved by security holders

2,000,000

(1)

0.001

6,300,000

(2)

Total

2,000,000

(1)

6,300,000

(2)

~~The following~~(1) ~~table~~Represents ~~summarizes~~outstanding ~~certain information regarding our equity compensation plans as at April 30, 2017:~~warrants.

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)			Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		Nil			Nil		Nil
Equity compensation plans not approved by security holders		200,000	(1)	$	0.80		6,100,000
Total		200,000		$	0.80		6,100,000

(2)	Represents shares available under 2013 Stock Option Plan.

~~(1) Includes 100,000 unexercised stock options issued on January 15, 2013 and 100,000 unexercised stock options issued on January 18, 2013.~~19

~~Convertible~~Penny ~~Securities~~Stock Regulations

AsThe SEC has regulations which generally define so-called “penny stocks” to be equity securities that have a market price less than $5.00 per share or an exercise price of ~~April~~less 30than $5.00 per share, ~~2017~~subject to certain exemptions. Our common stock is a “penny stock” and is subject to Rule 15g-9 under the Exchange Act, weor ~~had~~the ~~outstanding~~Penny ~~options~~Stock Rule. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to ~~purchase~~persons other than established customers and “accredited investors” (generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, ~~shares~~or $300,000 together with their spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our ~~common~~securities ~~stock~~and ~~exercisable~~may ataffect $0the ability of purchasers to sell any of our securities in the secondary market, thus possibly making it more difficult for us to raise additional capital.~~80.~~

OnFor ~~January~~any ~~15,~~transaction ~~2013~~involving ~~our~~a ~~director~~penny stock, ~~Bin~~unless ~~Huang~~exempt, ~~was~~the ~~granted~~rules ~~100~~require delivery,~~000~~ ~~stock~~prior ~~options~~to ~~exercisable~~any attransaction ain ~~price~~penny stock, of a $0disclosure schedule required by the SEC relating to the penny stock market.80 ~~per~~Disclosure ~~share~~is ~~for~~also arequired ~~period~~to be made about sales ofcommissions ~~five~~payable ~~years~~to ~~from~~both the ~~date~~broker-dealer ofand ~~grant.~~the ~~The~~registered ~~vesting~~representative ~~schedules~~and current quotations for the ~~stock~~securities. ~~options~~Finally, monthly statements are ~~12,500~~required ~~options~~to ~~every~~be ~~quarter~~sent ~~from~~disclosing ~~January~~recent price information for the penny stock held in the account and information ~~15,~~on ~~2013~~the limited market in penny stock.

There can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

OnRecent ~~January~~Sales ~~18, 2013 our director, Dominique F. Borrelly, was granted 100,000 stock options exercisable at a price~~ of ~~$0.80~~Unregistered ~~per~~Equity ~~share for a period of five years from the date of grant. The vesting schedules for the stock options are 12,500 options every quarter from January 18, 2013.~~Securities

AExcept ~~summary~~as ofpreviously ~~the~~disclosed ~~status~~in ofour periodic reports filed with the ~~Company’s~~SEC, ~~warrants~~we ashave ofnot ~~April~~issued ~~30,~~any ~~2017~~unregistered isequity ~~presented~~securities ~~below:~~since May 1, 2017.

	Number of
	shares
Warrants as at April 30, 2015		-
Warrants granted		-
Exercised, forfeited or expired		-
Warrants as at April 30, 2016		-
Warrants granted		2,000,000
Exercised, forfeited or expired		-
Outstanding at April 30, 2017		2,000,000
Exercisable at April 30, 2017		2,000,000

The following table summarizes information about the warrants as of April 30, 2017:

		Warrants outstanding					Warrants exercisable
Exercise price		Number outstanding		Weighted average remaining contractual life (in years)	Weighted average exercise price		Number exercisable		Weighted average exercise price
$	0.001		2,000,000	2.59	$	0.001		2,000,000	$	0.001

Stock options

During the fiscal year ended April 30, 2013, the Company granted 200,000 stock options for services. The fair value of the stock options granted were estimated on the date granted using the Black-Scholes pricing model, with the following assumptions used for the valuation: exercise price of $ 0.80 per share, average risk-free interest rate of 0.79%, expected dividend yield of zero, expected lives of five years and an average expected volatility of 2.99%. During the years-ended April 30, 2017 and 2016, the Company recognized expense of $ Nil and $ Nil related to options that vested, respectively.

Stock options - continued

A summary of the status of the Company’s stock options as of April 30, 2017 is presented below:

	Number of
	shares
Balance of stock options as at April 30, 2015		200,000
Options granted		-
Balance of stock options as at April 30, 2016		200,000
Options granted		-
Exercised, forfeited or expired		-
Outstanding at April 30, 2017		200,000
Exercisable at April 30, 2017		200,000

The following table summarizes information about the stock options as of April 30, 2017:

		Options outstanding					Options exercisable
Exercise price		Number outstanding		Weighted average remaining contractual life (in years)	Weighted average exercise price		Number exercisable		Weighted average exercise price
$	0.80		200,000	0.69	$	0.80		200,000	$	0.80

The following table summarizes information about the stock options as of April 30, 2016:

		Options outstanding					Options exercisable
Exercise price		Number outstanding		Weighted average remaining contractual life (in years)	Weighted average exercise price		Number exercisable		Weighted average exercise price
$	0.80		200,000	1.72	$	0.80		200,000	$	0.80

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

On October 24, 2016, we issued 2,500,000 of our common stock at a deemed price of $0.09 per share for a total price of $225,000 for services rendered to our Company. The common shares were issued to one US person based on exemptions from registration found in Section 4(2) of the Securities Act of 1933, as amended.

On March 28, 2017, we issued 1,000,000 of our common stock at a price of $0.025 per share for a total price of $25,000 upon the closing of a private placement. The common shares were issued to one non-US person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction relying on Regulation S of the Securities Act of 1933, as amended).

On April 12, 2017, we issued 1,000,000 of our common stock at a deemed price of $0.042 per share for a total price of $42,000 for services rendered to our Company. The common shares were issued to one US person based on exemptions from registration found in Section 4(2) of the Securities Act of 1933, as amended.

Except as noted above, we did not sell any equity securities which were not registered under the Securities Act during the year ended April 30, 2017.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended April 30, 2017.

Item 6.

Selected Financial Data

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes for the years ended April 30, ~~2017~~2018 and April 30, ~~2016~~2017 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report, particularly in the ~~section~~discussion ~~entitled~~under the caption “Risk Factors” ~~beginning~~in onItem ~~page 11~~1A of this annual report.

~~Our~~General ~~audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.~~Overview

~~Purchase~~Until the change in control described below, we were a medical device company that, subject to government approval, planned to manufacture and market medical devices. We are constructing a cell storage, transformation and application facility in Tongren, Guizhou Province, China, for the treatment of ~~Significant~~clients ~~Equipment~~interested in the benefits of stem cell storage and applications, which will have a fully equipped stem cell therapy laboratory, immune cell research room, and a genetics and gene research laboratory and will utilize proprietary biotechnology developed by various technology providers.

WeIn dofurtherance ~~not~~of ~~intend~~our plan to ~~buy~~construct ~~any~~a ~~significant~~stem ~~equipment~~cell ~~over~~facility in China, we entered into a share exchange agreement (the ~~next~~“Exchange Agreement”) ~~twelve~~dated ~~months~~December 13, 2017, with the equity holders of Guizhou Tongren Healthy China Biotechnology Co. Ltd., a company recently formed in China to engage in the business of providing stem cell storage and related medical therapies in China. Pursuant to the Exchange Agreement, in exchange for aggregate consideration of 17,181,769 shares of the common stock of the Company, Guizhou Tongren Healthy China Biotechnology Co. Ltd. became a wholly-owned subsidiary of Eternity Healthcare. In addition, we have acquired all of the outstanding equity of a BVI Company named Trillion Enterprises Group Limited which owns all of the outstanding equity interests in HK Trillion Holdings Limited, a company formed under the laws of Hong Kong. Guizhou Tongren Healthy China Biotechnology Co. Ltd. is held by the Hong Kong entity, HK Trillion Holdings Limited.

~~Personnel Plan~~ 20

WeOn ~~plan~~March to26, ~~hire~~2018, ~~one~~we ~~new~~entered ~~full-time~~into ~~employee~~a ~~and~~Credit ~~one~~Loan ~~additional~~Agreement ~~consultant~~with toShenzhen ~~work~~Dongyang onMedical ~~marketing~~Technology Co., ~~distribution~~Ltd. a third-party company, as ~~commercialization~~lender, and our wholly-owned subsidiary, Guizhou Tongren, pursuant to which we agreed to guaranty payment of the indebtedness ~~regulatory~~under ~~approvals~~a ~~our~~loan ~~products~~facility inproviding Guizhou Tongren with advances of up to $25 million. Advances under the ~~next~~loan 12facility ~~months~~bear interest at the rate of 10% per annum. The loan facility has a term of five years. Advances under the credit facility will be used to construct and equip the medical facility and to provide Guizhou Tongren with working capital to operate the medical facility.

On May 10, 2018, Guizhou Tongren entered into a Procurement Consignation Agreement with Shenzhen Dongyang Medical Technology Co., Ltd. (the “Dongyang Medical”) and consigned Dongyang Medical to procure medical equipment costing approximately $31.36 million (RMB 198.568 million) that Guizhou Tongren will need to carry out its planned cell storage, transformation and application service business. Pursuant to the agreement, Guizhou Tongren will pay the purchase price to Dongyang Medical in five years after the equipment is accepted by Guizhou Tongren. Any unpaid balances will bear 10% interest annually from the date of acceptance, and the interest is payable every six months.

Change in Control and Sale of Subsidiary and Related Intellectual Property and Technology

In August 2017, the owners of 53,933,373 shares, representing approximately 76.04% of our outstanding shares of common stock, including the president, chief executive officer and director of our company, sold their shares to Team Youn Bio Medicine International Corp. Limited, a China based company (“Team Youn”). Contemporaneously with the sale, we sold our wholly owned subsidiary, Eternity Health Care Inc., a Canadian Federal corporation, extra-provincially registered in British Columbia (“Eternity BC”), to our former president, chief executive officer and director of our company, and assigned to him certain intellectual property and technology owned by us related to the development, testing and manufacture of our medical device needle free injection technology, together with all “know-how” and other proprietary rights of our company related thereto (the “IP Rights”) for a total purchase price of $CAD100,000 (equivalent to $US79,590). Payment of the purchase price for the shares of the subsidiary and the IP Rights was made by crediting an equal amount against the $CAD1,163,966 ($US941,303) indebtedness owed to our former president, chief executive officer and director for advances made to pay operating expenses. Our remaining $CAD 1,063,966 ($US 861,303) of indebtedness to our former president, chief executive officer and director was assigned to Team Youn.

Results of Operations

~~For~~Year ~~the~~Ended April 30, 2018 Compared to Year ~~Ending~~Ended April 30, 2017 ~~and 2016~~

	Year Ended April 30,
		2017			2016
Revenue	$	2,733		$	84,202
Cost of goods sold	$	1,051		$	34,050
Operating expenses	$	703,465		$	393,541
Net loss	$	(736,071	)	$	(388,622	)

As a result of the transfer of Eternity BC as described above and the commencement of construction of a stem cell facility in China, the results of our historical operations are not meaningful to an assessment of the likelihood of success of our future operations. Nevertheless, set forth below is a comparison of the results of our operations (including discontinued operations) for the year ended April 30, 2018 with those of year ended April 30, 2017.

	For the year ended April 30,						Diff
	2018			2017			Amount			%

Sales
Product sales	$	-		$	-		$	-			-
Cost of goods sold		-			-			-			-
Gross margin		-			-			-			-

Operating Expenses
General and administrative		300,579			478,170			(177,591	)		-37.1	%
Total operating expenses		300,579			478,170			(177,591	)		-37.1	%

Net loss from continuing operations		(300,579	)		(478,170	)		177,591			-37.1	%

Interest expense		(37,499	)		(34,903	)		(2,596	)		7.4	%

Loss from continuing operations before income taxes		(338,078	)		(513,073	)		174,995			-34.1	%
Income taxes benefit		4,864			-			4,864			-
Loss from continuing operations		(333,214	)		(513,073	)		178,859			-35.1	%

Net loss for the period from discontinued Operations		(83,957	)		(222,998	)		139,041			-62.4	%
Gain on disposition of discontinued operations before income taxes		107,120			-			107,120			-
Provision for income taxes on discontinued operations and dispositions		(4,864	)		-			(4,864	)		-
Income/(loss) from discontinued operations and dispositions		18,299			(222,998	)		241,297			-108.2	%
Total loss for the period	$	(314,915	)	$	(736,071	)	$	421,156			-57.2	%

~~Revenue~~21

We had ~~have~~no ~~earned~~revenues ~~$218,848~~from continuing operations in ~~revenue~~the ~~since our~~year ~~inception~~ended onApril ~~December~~30, 102018, ~~2009.~~as Weopposed ~~have~~to ~~earned~~minimal revenues of $2,733 in ~~revenue~~the inyear ended ~~fiscal~~April 30, 2017, ~~(2016~~all -of ~~$84,202).~~which ~~The~~were ~~decrease~~generated inby ~~revenues~~ the discontinued operations of Eternity BC which we sold in ~~the~~August ~~current~~2017. We ~~year~~are ~~was~~not ~~due~~likely to ahave ~~shift~~revenues inuntil ~~focus~~we can market the services of the ~~products~~stem ~~being~~cell ~~sold~~facility bywe ~~the~~are ~~Company~~constructing.

~~Expenses~~Our continuing operating expenses for the year ended April 30, 2018 decreased $177,591 or 37.1%, compared to the year ended April 30, 2017. The decrease was mainly due to 1) the $334,590 or 78.3% decrease in general expenses. In the fiscal year 2017, we incurred $386,649 in consulting fees as the Company sought different strategic partnerships throughout the year. There was no such fees in fiscal year 2018. Our professional fees increased $156,999 or 308.4% when compared to fiscal year 2017 which was due to fees associated with our acquisition of Guizhou Tongren Healthy China Biotechnology Co. Ltd.

~~Our~~Including ~~operating~~the ~~expenses~~impact ~~for~~on income tax from the disposal transaction, our ~~years~~continuing ~~ended~~operations incurred net loss of $333,214 for the year ended April 30, ~~2017~~2018, ~~and~~compared ~~2016~~to ~~are~~net ~~outlined~~loss inof $513,073 for the ~~table~~year ~~below:~~ended April 30, 2017, a decrease of 35.1%.

	Year Ended April 30,
	2017		2016
General and administrative	$	482,872	$	92,728
Professional fees	$	50,914	$	37,882
Research and Development	$	28,851	$	110,792
Salaries	$	140,828	$	152,139

In connection with the transfer of Eternity BC and the assignment of certain intellectual property and technology owned by us related to the development, testing and manufacture of our medical device needle free injection technology, in consideration for the forgiveness of debt, we generated non-cash gains on the sale of intellectual property of $31,836, gain on the sale of the medical device business of $22,475, which combined with a foreign exchange gain of $52,809, resulted in a net gain from the disposition for the year ended April 30, 2018 of $107,120 . There was no such gain in the year ended April 30, 2017. Combining the net loss during fiscal year before we disposed the business, we obtained a net gain of $18,299 from the discontinued medical device business in fiscal year 2018, compared to the $222,998 net loss incurred from such business in fiscal year 2017.

~~Operating~~Our comprehensive ~~expenses~~loss for the year ended April 30, ~~2017~~2018 ~~increased by~~was $~~309~~368,~~924~~852, as compared to ~~the~~$671,850 ~~comparative~~for period in 2016 primarily as a result of an increase in general and administrative expenses and professional fees. The increase in general and administrative expenses is a result of increased consulting fees as the ~~Company~~year ~~sought~~ended ~~different~~April ~~strategic~~30, ~~partnerships throughout the year~~2017.

~~Our financial statements report a net loss~~Liquidity of $736,071 for the twelve month period ended April 30, 2017 compared to a net loss of $388,622 for the twelve month period ended April 30, 2016. Our losses have increased by $347,449 primarily as a result of a decrease in product sales and ~~cost~~Capital ~~of goods sold and an increase in expenses.~~Resources

~~Liquidity~~As of April 30, 2018, we had $21,908 in cash. We have financed our operations primarily with the proceeds of loans from related parties and ~~Financial~~more ~~Condition~~recently, third parties. During the period from April 30 to October 31, 2017, in anticipation of the sale of the controlling interest in the Company, prior management used all of the $148,119 we had on hand as of April 30, 2017, to maintain the Company’s operations and satisfy accounts payable and accrued liabilities, except for amounts due to related parties assigned to Team Youn which were $842,663. Team Youn converted the amount into 82,946,800 shares of common stock in January 2018.

Working Capital Deficit

	At April 30,			At April 30,
	April 30,			April 30,
	2017			2016
	2018			2017
Current Assets	$	~~203~~77,~~980~~227		$	~~618~~203,~~618~~980
Current Liabilities	$	~~980~~1,~~394~~388,048		$	1980,~~134,831~~394
Working Capital (deficit)	$	(~~776~~1,~~414~~310,821	)	$	(~~516~~776,~~213~~414	)

Our total current liabilities as of April 30, ~~2017~~2018 were $~~980~~1,~~394~~388,048, as compared to total current liabilities of $1980,~~134,831~~394 as of April 30, ~~2016~~2017. The ~~decrease~~increase was primarily due to aan ~~decrease~~increase in ~~accounts~~payables ~~payable~~for ~~and~~our ~~amounts~~construction ~~due~~in ~~to related parties~~process. During the year our company received proceeds of $98171,~~906~~485 from related parties and made repayments of $~~188,733~~0. ~~As at April 30, 2017 our company had short-term investments of $nil compared to $320,584 as at April 30, 2016.~~

Cash Flows

	Year Ended April 30,			Year Ended April 30,
	2017			2016
	2018			2017
Net Cash Used In Operating Activities	$	(~~338~~219,~~132~~565	)	$	(~~325~~338,~~118~~132	)
Net Cash Provided By Investing Activities	$	303,525		$	154,635	)
Net Cash (Used In)/Provided By Investing Activities	$	(590,476	)	$	303,525
Net Cash Provided by Financing Activities	$	(64,827	)	$	30,678
Net Cash Provided By/(Used In) Financing Activities	$	684,896		$	(64,827	)
Effect of Rates on Cash	$	(111,~~487~~066	)	$	(1511,~~302~~487	)
Increase (Decrease) in Cash During the Period	$	(110,921	)	$	(155,107	)
Decrease in Cash During the Period	$	(126,211	)	$	(110,921	)

1922

Operating Activities

Net cash used in operating activities was $~~338~~219,~~132~~565 for the year ended April 30, ~~2017~~2018, compared with net cash used in operating activities of $~~325~~338,~~118~~132 in the same period in ~~2016~~2017. ~~The~~This ~~increase~~was inbecause ~~cash~~we ~~used~~incurred ~~was~~less ~~primarily~~administrative aand ~~result~~operating ofcosts anwhen ~~increase~~we inceased and disposed the ~~net~~medical ~~loss~~device ~~offset by~~business, ~~the~~and ~~issuance~~our ofnew ~~shares~~stem cell storage and ~~warrants~~application ~~for~~business ~~consulting~~was ~~services~~still in preparation stage as of the end of fiscal year 2018.

Investing Activities

Net cash ~~provided~~used byin investing activities was $~~303~~590,~~525~~476 for the year ended April 30, ~~2017~~2018, compared to net cash provided by investing activities of $~~154~~303,~~635~~525 in the same period in ~~2016~~2017. ~~The~~In ~~increase~~fiscal inyear ~~cash~~2018 ~~provided~~we byused ~~investing~~$590,476 ~~activities~~to ispay ~~due~~the tovendors of our construction ~~company~~in ~~withdrawing~~process ~~USD$303~~to the Guizhou Tongren facility. In fiscal year 2017,~~525~~ ~~from~~we withdrew our ~~GIC~~investment ~~and~~in ~~interest~~Cashable ~~received~~Guaranteed ofInvestment ~~USD~~Certificate ~~$615~~(“GIC”) term deposit and received interests.

Financing Activities

~~The~~Net ~~Company used $64,827 of~~ cash inprovided by financing activities was $684,896 for the year ended April 30, ~~2017~~2018 ~~compared~~among towhich $30171,~~678~~485 inwas ~~net~~provided ~~cash~~by ~~provided~~our bysole ~~financing~~director ~~activities~~and inofficer ~~the~~and ~~same~~$513,411 ~~period~~was infrom ~~2016.~~third ~~The~~party ~~increase~~loans, iscompared ato ~~result~~net ofcash anused ~~increase~~in financing activities of $64,827 ~~investment~~for ~~cash~~the ~~used~~year ~~offset~~ended ~~by $25~~April 30,~~000~~ ~~proceeds~~2017 ~~from~~which ~~the~~was ~~issuance~~to ofrepay ~~common~~related ~~stock~~party loans.

~~Anticipated~~Off-Balance ~~Cash~~Sheet ~~Requirements~~ Arrangements

We ~~have~~do ~~sufficient~~not ~~funds~~maintain toany ~~complete~~off-balance ~~our~~sheet ~~development~~arrangements, ~~and~~transactions, ~~marketing~~obligations ~~plans.~~or Weother dorelationships ~~not~~with ~~believe~~unconsolidated entities that wewould ~~need~~be expected to ~~raise~~have ~~any~~a ~~capital~~material ~~to finance~~current or future effect upon our financial condition or results of operations.

Future Financings

We believe we do not require any additional financing. We believe with the funds currently on hand and the revenue generated from the sale of our product, it should be sufficient to continue our operation.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Going Concern

IfThe ~~our~~accompanying ~~operations~~consolidated ~~and~~financial ~~cash~~statements ~~flow~~have ~~improve,~~been ~~management~~prepared ~~believes~~assuming that wethe ~~can~~Company will continue toas ~~operate~~a ~~well~~going ~~into~~concern. Since December 2010, the ~~future~~Company has been engaged in offering a range of medical devices and diagnostics and has not generated positive cash flows from operations. ~~However~~Through April 30, no2018, ~~assurance can~~the beCompany ~~given~~has ~~that~~incurred ~~management’s~~accumulated ~~actions~~losses ~~will~~of ~~result~~$3,161,808 inand ~~profitable~~as of ~~operations~~April or30, an2018, ~~improvement~~the inCompany ~~our~~had ~~liquidity~~$21,908 ~~situation~~of cash and negative working capital of $1,310,821, respectively. ~~The~~These conditions ~~threat~~raise ofsubstantial ~~our~~doubt about the Company’s ability to continue as a going concern. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will ~~cease~~be able to ~~exist~~reduce ~~only~~or ~~when~~eliminate its ~~our~~net ~~revenues~~losses ~~have~~for ~~reached~~the aforeseeable ~~level~~future. If management is not able to ~~sustain~~increase revenue and/or manage operating expenses in line ~~our~~with ~~business~~revenue ~~operations~~forecasts, the company may not be able to achieve profitability.

~~Off~~Successful completion of the Company’s infrastructure for cell storage, transformation and application services, and its transition to attaining profitable operations, may need to be dependent upon obtaining additional financing. The Company continues to have ongoing obligations and it expects that it will require additional capital in order to execute its longer-~~Balance~~term business plan. ~~Sheet~~If ~~Arrangements~~the Company encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, seeking financial support from shareholders, curtailing the Company’s business development activities, suspending the pursuit of its business plan, controlling overhead expenses and seeking to further dispose of non-core assets. Management cannot provide any assurance that the Company will raise additional capital if needed.

WeThese ~~have~~material nouncertainties ~~off-balance~~cast ~~sheet~~substantial ~~arrangements~~doubt ~~that~~upon ~~have~~the orCompany’s ~~are~~ability ~~reasonably likely~~ to ~~have~~continue as a ~~current~~going orconcern. ~~future~~These ~~effect~~consolidated financial onstatements ~~our~~do ~~financial condition,~~not ~~changes~~reflect inthe ~~financial~~adjustments ~~condition,~~to ~~revenues~~the orcarrying ~~expenses,~~values ~~results~~ of ~~operations,~~assets ~~liquidity~~and liabilities, ~~capital~~the ~~expenditures~~reported orrevenues ~~capital~~and ~~resources~~expenses, and the balance sheet classifications used that iswould ~~material~~be tonecessary ~~stockholders~~if the going concern assumptions were not appropriate.

~~Critical~~ Significant Accounting Policies

~~The~~See ~~discussion~~Note ~~and~~3 analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to ~~make estimates and assumptions that affect~~ the ~~reported~~Consolidated ~~amounts~~Financial ofStatements ~~assets,~~included ~~liabilities, revenue, and expenses~~herewith. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Principles of Consolidation

The consolidated financial statements include the accounts of our company and its wholly-owned subsidiary, Eternity Healthcare Inc. (B.C.). All significant intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

Inventory

Inventory is stated at the lower of cost or market with cost determined under the weighted average cost method.

Revenue

Revenue is recognized at the point of sale and includes shipping revenue for delivery to the purchaser. Total revenues do not include sales taxes as we serve as a pass-through conduit for collecting and remitting sales taxes. We recognize retail sales returns as they occur as historical returns have been negligible.

Foreign Currency Translation

Our company’s functional currency is the Canadian dollar and reporting currency is the U.S. dollar. All transactions initiated in other currencies are translated into the reporting currency in accordance with ASC 830, “Foreign Currency Matters” as follows:

i) Assets and liabilities at the rate of exchange in effect at the balance sheet date; and

ii) Revenue and expense items at rate of exchange at the dates on which those elements are recognized.

At April 30, 2017, 1 United States dollar was equal to 1.3665 Canadian dollars (April 30, 2016 - 1.2536). The average rate of exchange for the year ended April 30, 2017 was 1.317 (April 30, 2016 - 1.3163).

Gains and losses on translation are included in other comprehensive income (loss) in stockholders’ deficiency for the period.

Fair Value

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and due to related parties approximate their fair values because of the short-term maturity of these financial instruments.

Interest Rate Risk

Our company is not exposed to significant interest rate risk due to the short-term maturity of its monetary assets and liabilities.

Credit Risk

Credit risk is the risk of loss associated with counterparty’s inability to fulfill its payment obligations. Our company’s credit risk is primarily attributable to cash and accounting receivable. Management believes that the credit risk concentration with respect to financial instruments included in cash and accounts receivable is remote.

Currency Risk

Our company’s operating expenses are primarily incurred in Canadian dollars, and fluctuation of the Canadian dollar in relation to the United States dollar will have an impact upon the profitability of our company and may also have an effect of the value of our company’s. Our company has not entered into any agreements or purchased any instruments to hedge possible currency risk. At April 30, 2017, 1 United States dollar was equal to 1.365 Canadian dollars.

Basic and Diluted Net Income (Loss) Per Share

Basic and diluted net income (loss) per share

The Company computes net income (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As at April 30, 2017 there were outstanding stock options and warrants totaling 2,200,000 common shares (2016 – 200,000).

Income Taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Our company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

Comprehensive Loss

ASC 22, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at April 30, 2017, our company has items that represent a comprehensive income (loss) and, therefore, have included a schedule of comprehensive income (loss) in the financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from these estimates.

Segments of an Enterprise and Related Information

ASC 280, “Segment Reporting” establishes guidance for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments in interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Our company has evaluated this Codification and does not believe it is applicable at this time.

Recent Accounting Pronouncements

~~Our~~See ~~company~~Note ~~does~~3 ~~not~~to ~~expect~~ the ~~adoption~~Consolidated ofFinancial ~~any~~Statements ~~other~~included ~~recent accounting pronouncements to have a material impact on our financial statements~~herewith.

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 8.

Financial Statements and Supplementary Data

22Our financial statements appear beginning on page F-1, immediately following the signature page of this report.

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

(a) Dismissal of Principal Accountant

1. On January 29, 2018 (the “Dismissal Date”), we dismissed Sadler, Gibb & Associates, LLC (“SG”) as our independent registered principal accounting firm. SG had been our independent registered principal accounting firm since June 30, 2011 and issued a report on our financial statements for the years ended April 30, 2017 and 2016. SG’s report on our financial statements for the fiscal years ended April 30, 2017 and 2016 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to audit scope or accounting principles except to indicate that there was substantial doubt about our ability to continue as a going concern. The decision to change auditors was approved by our Board of Directors.

2. During the years ended April 30, 2017 and 2016 and the subsequent interim periods through the Dismissal Date, (i) we did not have any disagreements with SG on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to SG’s satisfaction, would have caused them to make reference thereto in their reports on our financial statements for such periods, and (ii) there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.

3. We provided SG with a copy of disclosures we made in our Current Report on Form 8-K reporting the dismissal of SG filed on January 30, 2018 (the “Form 8-K”) and requested that SG furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agreed with the statements made therein. A copy of SG’s letter dated January 29, 2018, was filed as Exhibit 16.1 to the Form 8-K.

(b) Engagement of Principal Accountant

1. On January 29, 2018, we engaged Marcum Bernstein & Pinchuk LLP (“MBP”) as our registered independent public accountants. The decision to engage MBP was approved by our Board of Directors.

2. During our two most recent fiscal years ended April 30, 2018 and 2017, and through the date of our engagement of MBP, we did not consult with MBP on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on our financial statements, and MBP did not provide either a written report or oral advice to us that MBP concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or (iii) a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

Item 9A.

Controls and Procedures

Disclosure Controls and Procedures

Our management Weitao Wang, in his capacity as our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15I and 15d-15I promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our chief executive officer/chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit 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 chief executive officer/chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), as appropriate, to allow timely decisions regarding required disclosure. The reasons for this finding were the weaknesses in our internal control over financial reporting enumerated below.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Wei-Tao Wang, in his capacity as our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) conducted an evaluation of the effectiveness of our internal control over financial reporting as of April 30, 2018 using the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of April 30, 2018, our company determined that there were control deficiencies that constituted material weaknesses, as described below:

	●	There is a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles in the US (“GAAP”) and the financial reporting requirements of the Securities and Exchange Commission;

	●	There are insufficient written policies and procedures to ensure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements; and

	●	There is a lack of segregation of duties, in that we only had one person performing all accounting-related duties.

Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our internal controls over financial reporting were not effective as of April 30, 2018. Notwithstanding the existence of these material weaknesses in our internal control over financial reporting, our management believes that the consolidated financial statements included in this reports fairly present in all material respects our company’s financial condition, results of operations and cash flows for the periods presented.

Our company will continue its assessment on a quarterly basis and as soon as we start operations we plan to hire personnel and resources to address these material weaknesses. We believe these issues can be solved with hiring in-house accounting support and plan to do so as soon as we have funds available for this. There has been no change in its internal control over financial reporting that occurred during our company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our company’s internal control over financial reporting.

This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. The rules of the SEC do not require an attestation of the Management’s report by our registered public accounting firm in this annual report.

Changes in Internal Controls

During the quarter ended April 30, 2018, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.

Other Information

None.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

Our directors and officers are as follows:

Name		Age			Position
Wei-Tao Wang		33			Director, President and Chief Executive Officer, Chief Financial Officer

Wei-Tao Wang has served as President, Chief Executive Officer, Chief Financial Officer and a director of our company since August 31, 2017. Mr. Wang served as an Executive Assistant, Technical Support Director, for Team Youn Bio. Medicine International Corp. Limited since October 2016, where he was responsible for budgeting and assisting senior executive. From November 2012 to December 2015 he was employed as manager of the SW Group Pty Ltd., where he was responsible for network systems operations and maintenance, promoting sale of properties and assisting in operational analysis and expense budgeting. From November 2011 until October 2012 he was Executive Assistant of Clarion International Hotel of Sydney, where he was responsible for network system operations and maintenance, as well as cash and credit transactions recording and processing. Mr. Wang received a Master’s degree in Information Technology from the University of Wollongong in 2011 and a Bachelor’s degree (with a major in Network Design and Management) from the University of Wollongong in 2011.

There are no family relationships among any of our officers and directors.

Directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Officers are elected by the Board of Directors and hold office until the earliest of their death, resignation or removal from office.

All proceedings of our board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the state of Nevada and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Our company currently does not have an audit, nominating, compensation committees or committees performing similar functions.

We do not have an “independent” director as defined by Nasdaq Marketplace Rule 5605(a)(2) or for purposes of serving on an audit committee, Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act, and Wei-Tao Wang, the only member of our board of directors, is not an “audit committee financial expert” within the meaning of Item 407(d)(5)(ii) of Regulation S-K.

We believe that Wei-Tao Wang, the sole member of our Board of Directors and our chief executive and chief financial officer, is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.

Our company does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The directors believe that, given the early stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. Our directors assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A stockholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our chief executive officer, at the address appearing on the first page of this annual report.

Compensation of Directors

The following table sets forth certain information regarding the compensation paid to, earned by or accrued for, our directors during the fiscal year ended April 30, 2018.

DIRECTOR COMPENSATION

Name

Fees Earned
or Paid

In Cash

($)

Stock
Awards
($)

Option
Awards ($)

Non-Equity
Incentive Plan
Compensation
($)

Non-Qualified
Deferred
Compensation
Earnings ($)

All Other
Compensation
($)

Total

($)

Hassan Salari(1)

—

---

—

---

Weitao Wang(2)

—

---

—

---

	(1)	Mr. Salari resigned as a director on August 31, 2017.

(2)

Mr. Wang was appointed a director on August 31, 2017.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our company’s officers including our president, chief executive officer and chief financial officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:

1.	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2.	full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

3.	compliance with applicable governmental laws, rules and regulations;

4.	the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

5.	accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our company’s senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics by another.

Our Code of Business Conduct and Ethics was filed with the Securities and Exchange Commission as Exhibit 14.1 to our Annual Report on Form 10-K for our year ended April 30, 2013. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended April 30, 2018, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with, except that Wei-Tao Wang did not timely file his Form 3 and Form 4 reporting the acquisition of shares by Team Youn of which he is the beneficial owner.

Item 11.

Executive Compensation

The following table sets forth information concerning compensation awarded to, earned by or paid to each individual who served as our chief executive officer for services rendered in all capacities during the year ended April 30, 2018. No other executive officer of our company received total annual salary and bonus compensation in excess of $100,000 for the year ended April 30, 2018.

Summary Compensation Table

Name and Principal Position	Year		Salary ($)		Bonus ($)		Total ($)
Wei-Tao Wang, CEO and President (1)		2018	$	0	$	—	$	0
Hassan Salari, CEO and President (2)		2017	$	96,000	$	—	$	96,000

(1)	Mr. Wang was appointed President and CEO on August 31, 2017.

(2)	Dr. Salari served as President and CEO until August 31, 2017.

Mr. Wang does not have an employment agreement with our company.

Grants of Equity Awards

Neither Mr. Wang nor Dr. Salari (together, the “Named Executive Officers”) was granted any stock options or equity awards during our fiscal year ended April 30, 2018.

Outstanding Equity Awards at Fiscal Year End

Neither of the Named Executive Officers held any stock options or equity awards at the end of the fiscal year ended April 30, 2018.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Change In Control

In August 2017, Hassan Salari, Francine Salari, Julian Salari, Fredrick Salari sold 53,933,373 shares of our common stock, representing approximately 76.04% of the outstanding shares of our common stock (the “Control Shares”) to Team Youn Bio Medicine International Corp. Limited, a China based company (“Team Youn”), for a total purchase price of $275,000 pursuant to a Common Stock Purchase Agreement dated July 26, 2017 (the “Stock Purchase Agreement”). Contemporaneously with the sale of the Shares, we sold to Hassan Salari all of the outstanding shares of our then wholly-owned subsidiary, Eternity Healthcare (BC), and assigned to Hassan Salari, certain intellectual property and technology we owned related to the development, testing and manufacture of our medical device needle free injection technology, together with all “know-how” and other proprietary rights related thereto (the “IP Rights”) for a total purchase price of $CAD100,000 (equivalent to $USD79,590) pursuant to a Common Stock Purchase Agreement dated August 23, 2017. Payment of the purchase price for the shares of the subsidiary and the IP Rights was made by crediting an equal amount against the $CAD1,163,966 indebtedness we owed to Hassan Salari for advances made to pay operating expenses. Our remaining $CAD1,063,966 of indebtedness to Hassan Salari was assigned to Team Youn pursuant to a Loan Sale and Purchase Agreement dated August 23, 2017. The source of funds used by Team Youn for the stock purchase pursuant to the Stock Purchase Agreement was working capital.

Security Ownership

The following table sets forth information concerning beneficial ownership of our common stock as of July 17, 2018, by (i) any person or group with more than 5% of our common stock, (ii) each director, (iii) our chief executive officer and each other executive officer whose cash compensation for the most recent fiscal year exceeded $100,000 and (iv) all such executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and investment power with respect to the securities. Subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. In addition, shares of common stock issuable upon exercise of options, warrants and other convertible securities anticipated to be exercisable or convertible at or within sixty days of the Record Date are deemed outstanding for the purpose of computing the percentage ownership of the person holding those securities, and the group as a whole, but are not deemed outstanding for computing the percentage ownership of any other person. As of the July 17, 2018, we had outstanding 171,058,437 shares of common stock.

To our knowledge, the persons named in the table have sole voting and investment power with respect to all shares of securities shown as beneficially owned by them.

Name of Stockholder	Number of Shares		Percent of Shares
Directors and Executive Officers:
Wei Tao Wang(1)		137,880,173		80.60	%

All directors and executive officers as a group		137,880,173		80.60	%

Owner of More than 5% of Outstanding Shares:

Team Youn Bio Medicine International Corp. Limited		137,880,173		80.60	%

(1)

Wei-Tao Wang exercises sole voting and dispositive power over the shares owned by Team Youn Bio Medicine International Corp. Limited and thus is deemed to beneficially own such shares pursuant to Rule 13d-3 under the Exchange Act. The address of Team Youn is Flat/Rm 1006 10/F, Hang Seng Tsim Sha Tsui Bldg, 18 Carnarvon Road, Tsim Sha TsuiI, KL, Hong Kong.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Transactions with Related Persons

The following includes a summary of transactions since May 1, 2017, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

In August 2017, we sold to Dr. Hassan Salari, our then president, chief executive officer and director, all of the outstanding shares of our wholly-owned subsidiary, Eternity Healthcare Inc., a British Columbia corporation (“Eternity BC”), and assigned to Dr. Salari certain intellectual property and technology related to the development, testing and manufacture of our medical device needle free injection technology, together with all “know-how” and other proprietary rights related thereto (the “IP Rights”) for a total purchase price of $CAD100,000 (equivalent to $USD79,590) pursuant to a Common Stock Purchase Agreement dated August 23, 2017. Payment of the purchase price for the shares of the subsidiary and the IP Rights was made by crediting an equal amount against the $CAD1,163,966 indebtedness we owed to Hassan Salari for advances made to pay operating expenses. Our remaining $CAD1,063,966 of indebtedness to Hassan Salari was assigned to Team Youn pursuant to a Loan Sale and Purchase Agreement dated August 23, 2017.

On January 16, 2018, we issued 82,946,800 shares of common stock to Team Youn upon conversion of $CAD 1,063,966 (approximately $USD 829,468, 1 CAD to 0.7796 USD) of related party debt at a conversion price of $0.01 per share, according to the Debt Conversion Agreement entered by the Company and Team Youn in December 2017.

Advances from Related Parties

During the year ended April 30, 2018, we received $171,485 from Wei-Tao Wang, our President and Chief Executive Officer, as a working capital advance.

Total related party payable as of April 30, 2018 was $191,988 non-interest-bearing, unsecured with no fixed terms of repayment. During the year ended April 30, 2018, the Company recorded interest expense of $25,046 with regard to the related party loans. The interest-bearing loan was fully repaid as of April 30, 2018.

Director Independence

We do not have any “independent directors” as defined by Nasdaq Marketplace Rule 4200(a)(15).

Item 14.

Principal Accounting Fees and Services

The aggregate fees billed by Marcum Bernstein & Pinchuk LLP, our principal accountant for the fiscal year ended April 30, 2018 and by Sadler Gibb and Associates, LLC, our principal accountant for the fiscal year ended April 30, 2017 for professional services rendered for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended April 30,
	2018		2017
Audit Fees	$	59,047	$	16,000
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	52,047	$	16,000

Audit Fees. Consists of fees billed for professional services rendered for the audit of our financial statements and review of interim financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings or engagements.

Audit Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”.

Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns.

All Other Fees. Consists of fees for product and services other than the services reported above.

Board of Directors’ Pre-Approval Policies

Our Board of Director’s policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit related services, tax services, and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval and the fees for the services performed to date. The Board of Directors also may pre-approve particular services on a case-by-case basis.

Our Board of Directors reviewed our audited financial statements contained in our Annual Report on Form 10-K for the year ended April 30, 2018. The Board of Directors also has been advised of the matters required to be discussed pursuant to PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence), which includes, among other items, matters related to the conduct of the audit of our financial statements.

Our Board of Directors considered whether the provision of services other than audit services is compatible with maintaining auditor independence. Based on the review and discussions referred to above, the BOD has determined that the audited financial statements be included in our Annual Report on Form 10-K for our fiscal year ended April 30, 2018 for filing with the SEC.

PART IV

Item 15.

Exhibits, Financial Statement Schedules

(a)

Financial Statements

(1)	Financial statements for our company are listed in the index under Item 8 of this document.

(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b)

Exhibits

Exhibit Number		Document Description
2.1		Share Exchange Agreement with Eternity Healthcare Inc., dated December 13, 2010 (incorporated by reference to our Current Report on Form 8-K filed on December 17, 2010)
3.1		Articles of Incorporation (incorporated herein by reference to our Registration Statement on Form S-1 filed on June 25, 2008)
3.2		By-laws (incorporated herein by reference to our Registration Statement on Form S-1 filed on June 25, 2008)
3.3		Certificate of Amendment filed with the Nevada Secretary of State on November 1, 2010 (incorporated herein by reference to our Current Report on Form 8-K filed on November 16, 2010)
3.4		Certificate of Amendment increasing our authorized capital stock filed with the Nevada Secretary of State on February 22, 2018 (incorporated herein by reference to Exhibit 3.1 our Quarterly Report on Form 10-Q for the period ended January 31, 2018 filed on March 19, 2018).
10.1		Common Stock Purchase Agreement dated July 17, 2017(incorporated herein by reference to Exhibit 10.3 our Quarterly Report on Form 10-Q/A for the period ended January 31, 2018 filed on July 2, 2018).
10.2		Debt Conversion Agreement (incorporated herein by reference to Exhibit 10.4 our Quarterly Report on Form 10-Q/A for the period ended January 31, 2018 filed on July 2, 2018).
10.3		Share Exchange Agreement dated as of December 13, 2017 by and among Eternity Healthcare Inc., Hong Kong Trillion Holdings Limited, and the owners of Guizhou Tongren Healthy China Biotechnology Co. Ltd. (incorporated herein by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on January 10, 2018),
10.4		Credit Agreement (incorporated herein by reference to Exhibit 10.1 our Current Report on Form 8-K filed on March 29, 2018).
10.5		2013 Stock Option Plan (incorporated by reference to our Annual Report on Form 10-K filed on August 8, 2013)
14.1		Code of Business Conduct and Ethics (incorporated herein by reference to our Annual Report on Form 10-K filed on August 8, 2013)
16.1		Letter to Securities and Exchange Commission from Sadler, Gibbs & Associates, LLC dated January 29, 2018 (incorporated herein by reference to Exhibit 16.1 to our Current Report on Form 8-K filed on January 30, 2018).
31.1		Section 302 Certifications under Sarbanes-Oxley Act of 2002
32.1		Section 906 Certifications under Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 6, 2018	ETERNITY HEALTHCARE INC.
	(Registrant)

	/s/ Wei-Tao Wang
	Wei-Tao Wang
	President, Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on August 6, 2018.

Name		Title
/s/ Wei-Tao Wang		President, Chief Executive Officer, Chief Financial Officer and a Director
Wei-Tao Wang		(Principal Executive Officer, Principal Financial and Accounting Officer)

Eternity Healthcare Inc.

Consolidated Financial Statements

Years ended April 30, ~~2017~~2018 and ~~2016~~2017

(Expressed in U.S. Dollars)

2334

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Eternity Healthcare Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Eternity Healthcare Inc. and subsidiaries (the “Company”) as of April 30, 2018, the related consolidated statements of operations and comprehensive loss, change in shareholders’ equity (deficit) and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2018 and the results of its operations and its cash flows for the year ended April 30, 2018, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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 reporting. 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 opinion.

/s/ Marcum Bernstein& Pinchuk LLP

Marcum Bernstein& Pinchuk LLP

We have served as the Company’s auditor since 2018.

New York, New York

August 6, 2018

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Eternity Healthcare, Inc.

We have audited the accompanying consolidated balance ~~sheets~~sheet of Eternity Healthcare, Inc. as of April 30, 2017 ~~and 2016~~, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for ~~each of~~ the ~~years in the two~~ year ~~period~~ ended April 30, 2017. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated 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 consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Eternity Healthcare, Inc. as of April 30, 2017 ~~and 2016~~, and the results of its operations and its cash flows for ~~each~~ of the ~~years in the two~~ year ~~period~~ ended April 30, 2017, in conformity with accounting principles generally accepted in the United States of America.

~~The~~/s/ ~~accompanying consolidated~~Sadler, ~~financial~~Gibb ~~statements~~& ~~have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements~~Associates, the Company has suffered net losses since inception and has accumulated a significant deficit. These factors raise substantial doubt about ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.LLC

/s/ Sadler, Gibb &Associates, LLC

Salt Lake City, UT

August 15, 2017

F-1

office	801.783.2950
fax	801.783.2960
www.sadlergibb.com \| Main: 2455 East Parleys Way Suite 320, Salt Lake City, UT 84109 \| Provo: 3507 N University Ave #100, Provo, UT 84604

Eternity Healthcare Inc.

Consolidated Balance Sheets

(Expressed in U.S. Dollars)

	April 30,			~~April 30,~~
	2017			2016
	2018			2017
		$			$
Assets
Current assets
Current assets:
Cash and cash equivalents	$	~~148~~21,~~119~~908		$	~~259,040~~-
Short-term investments (Note 4)		-			320,584
Deferred cost - current portion (Note 5)		37,349			-
Prepaid expenses		24,320			32,593
Other current assets		17,970			-
GST/HST receivable		1,258			3,337
Current assets of discontinued operations (Note 15)		-			203,980
Inventory (Note 5)		30,283			3,064
Total current assets		77,227			203,980
Total assets		203,980			618,618
Non-current advanced payments (Note 4)		30,847			-
Deferred cost - long-term portion (Note 5)		312,797			-
Construction in process (Note 6)		1,538,316			-
Total assets	$	1,959,187		$	203,980
Liabilities
Current liabilities
Current liabilities:
Accounts payable and accrued liabilities (Note 6)		128,607			156,944
Interest payable	$	12,662		$	-
Due to related parties (Note 7)		851,787			977,887
Due to related parties (Note 10)		191,988			851,787
Total current liabilities		980,394			1,134,831
Other current liabilities (Note 7)		1,183,398			-
Stockholders’ equity (deficit)
Current liabilities of discontinued operations (Note 15)		-			128,607
Capital stock (Note 8)
Total current liabilities		1,388,048			980,394
Authorized
Long-term loan (Note 8)		489,631			-
300,000,000 common shares, par value $ 0.001
Long-term liabilities (Note 9)		53,671			-
Issued and outstanding
Total liabilities		1,931,350			980,394
April 30, 2017 - 70,929,868 common shares
Shareholders’ equity (deficit)
April 30, 2016 - 66,429,868 common shares		70,930			66,430
Preferred stock – Authorized 10,000,000 shares, par value $0.001, 0 shares issued and outstanding at April 30, 2018 and 2017		-			-
Additional paid-in capital		1,946,740			1,539,591
Common stock - Authorized 1,000,000,000 and 300,000,000 shares at April 30, 2018 and 2017, respectively, par value $ 0.001, issued and outstanding 171,058,437 and 70,929,868 shares at April 30, 2018 and 2017, respectively		171,058			70,930
Accumulated other comprehensive income (loss)		52,809			(11,412	)
Additional paid-in capital		3,019,715			1,946,740
Accumulated deficit		(2,846,893	)		(2,110,822	)
Accumulated other comprehensive (loss)/income		(1,128	)		52,809
Total stockholders’ (deficit)		(776,414	)		(516,213	)
Accumulated deficit		(3,161,808	)		(2,846,893	)
Total liabilities and stockholders’ equity (deficit)		203,980			618,618
Total shareholders’ equity/(deficit)		27,837			(776,414	)
Total liabilities and shareholders’ equity	$	1,959,187		$	203,980

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

F-21

Eternity Healthcare Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. Dollars)

	Year ended			Year ended
	For the years ended April 30,
	April 30, 2017			April 30, 2016
	2018			2017
	$			$
Sales
Revenue
Product sales	$	-		$	-
Product sales		2,733			84,202
Cost of goods sold		-			-
Cost of goods sold		1,051			34,050
Gross margin		-			-
Gross margin		1,682			50,152
Operating Expenses
Operating expenses
General and administrative		300,579			478,170
General and administrative		482,872			92,728
Total operating expenses		300,579			478,170
Professional fees		50,914			37,882
Net loss from continuing operations		(300,579	)		(478,170	)
Research and development		28,851			110,792
Other expenses
Salaries		140,828			152,139
Interest expense		(37,499	)		(34,903	)
Total operating expenses		703,465			393,541
Loss from continuing operations before income taxes		(338,078	)		(513,073	)
Loss from operations		(701,783	)		(343,389	)
Income tax benefit		4,864			-
Other income (expense)
Net loss from continuing operations		(333,214	)		(513,073	)
Interest income		615			3,685
Loss from discontinued operations before income taxes		(83,957	)		(222,998	)
Interest expense		(34,903	)		(48,918	)
Gain on disposition of discontinued operations before income taxes		107,120			-
Total other income (expense)		(34,288	)		(45,233	)
Provision for income taxes on discontinued operations and disposition		(4,864	)		-
Net loss		(736,071	)		(388,622	)
Net income/(loss) from discontinued operations and dispositions (Note 15)		18,299			(222,998	)
Comprehensive loss
Net loss	$	(314,915	)	$	(736,071	)
Net loss for the year		(736,071	)		(388,622	)
Other comprehensive (loss)/income – Foreign currency translation		(53,937	)		64,221
Foreign currency translation adjustments		64,221			(10,427	)
Comprehensive loss	$	(368,852	)	$	(671,850	)
Comprehensive loss for the year		(671,850	)		(399,049	)
Net income/(loss) per share - basic and diluted
Net loss per share - basic and diluted		(0.01	)		(0.01	)
Continuing Operations	$	(0.003	)	$	(0.01	)
Weighted average number of common shares Outstanding - basic and diluted		67,810,690			66,429,868
Discontinued operations		0.000			(0.00	)
Total	$	(0.003	)	$	(0.01	)
Weighted average number of common shares Outstanding - basic and diluted		99,733,977			67,810,690

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

F-32

Eternity Healthcare Inc.

Consolidated Statements of ~~Stockholders~~Shareholders’ Equity / (deficit)

(Expressed in U.S. Dollars)

	Number of shares		Amount ($0.001 par) $		Additional paid-in capital $		Accumulated OCI $			Accumulated deficit $			Total $
			Amount		Additional		Accumulated Other
Balance as at April 30, 2015		66,429,868		66,430		1,539,591		(985	)		(1,722,200	)		(117,164	)
	Number of Shares		($0.001 par)		Paid-in Capital		Comprehensive Income/(Loss)			Accumulated Deficit			Total
Currency translation adjustments		-		-		-		(10,427	)		-			(10,427	)
Balance as at April 30, 2016		66,429,868	$	66,430	$	1,539,591	$	(11,412	)	$	(2,110,822	)	$	(516,213	)
Net loss for the year ended April 30, 2016		-		-		-		-			(388,622	)		(388,622	)
Balance as at April 30, 2016		66,429,868		66,430		1,539,591		(11,412	)		(2,110,822	)		(516,213	)
Common stock issued for cash		1,000,000		1,000		24,000		-			-			25,000
Common stock issued for services		3,500,000		3,500		263,500		-			-			267,000
Stock warrants issued for services		-		-		119,649		-			-			119,649
Currency translation adjustments		-		-		-		64,221			-			64,221
Net loss for the year ended April 30, 2017		-		-		-		-			(736,071	)		(736,071	)
Balance as at April 30, 2017		70,929,868		70,930		1,946,740		52,809			(2,846,893	)		(776,414	)
Acquisition of Guizhou Tongren		17,181,769		17,182		326,453		-			-			343,635
Debt conversion		82,946,800		82,946		746,522		-			-			829,468
Currency translation adjustments		-		-		-		(53,937	)		-			(53,937	)
Net loss for the year ended April 30, 2018		-		-		-		-			(314,915	)		(314,915	)
Balance as at April 30, 2018		171,058,437	$	171,058	$	3,019,715	$	(1,128	)	$	(3,161,808	)	$	27,837

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

F-43

Eternity Healthcare Inc.

Consolidated Statements of Cash Flows

(Expressed in U.S. Dollars)

	Year ended April 30,			Year ended April 30,
	For the years ended April 30,
	2017			2016
	2018			2017
	$			$
Operating activities
Net loss for the year		(736,071	)		(388,622	)
Net loss	$	(314,915	)	$	(736,071	)
Adjustments to reconcile to net loss to net cash used in operating activities
(Income)/loss from discontinued operations and dispositions, net of income taxes		(18,299	)		222,998
Expenses paid on behalf of the Company by related parties		8,604			7,334
Net loss for the period from continuing operations		(333,214	)		(513,073	)
Common shares and warrants issued for consulting services		386,649			-
Adjustments to reconcile to net loss to net cash used in continuing operating activities
Changes in operating assets and liabilities
Common shares and warrants issued for consulting services		-			386,649
Inventory		(25,708	)		25,596
Amortization of deferred cost		14,006			-
Prepaid expenses		6,807			(28,383	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		18,287			59,877
Other current assets		(17,701	)		(3,980	)
Accounts receivable		3,300			(920	)
Due to related parties		25,046			-
Net cash used in operating activities		(338,132	)		(325,118	)
Interests payable		12,472			-
Other current liabilities		97,770			-
Long-term liabilities		31,720			-
Net cash used in operating activities of continuing operations		(169,901	)		(96,036	)
Net cash used in operating activities of discontinued operations		(49,664	)		(242,096	)
Net cash used in operating activities		(219,565	)		(338,132	)
Investing activities
Short-term investments		303,525			154,635
Payments for construction cost		(493,845	)		-
Net cash provided by investing activities		303,525			154,635
Net cash used in investing activities of continuing operations		(493,845	)		-
Net cash (used in)/provided by investing activities of discontinued operations		(96,631	)		303,525
Net cash (used in)/provided by investing activities		(590,476	)		303,525
Financing activities
Proceeds from related party payables		98,906			502,137
Proceeds from related party loans		171,485			98,906
Repayments on related party payables		(188,733	)		(471,459	)
Repayments on related party loans		-			(27,869	)
Proceeds from common stock issued for cash		25,000			-
Proceeds from long-term loan		482,295			-
Net cash provided by (used in) financing activities		(64,827	)		30,678
Loan from a third party		31,116			-
Effect of exchange rate changes on cash		(11,487	)		(15,302	)
Proceeds from issuance of common stock for cash		-			25,000
Increase (decrease) in cash		(110,921	)		(155,107	)
Net cash provided by financing activities of continuing operations		684,896			96,037
Cash, beginning of year		259,040			414,147
Net cash used in financing activities of discontinued operations		-			(160,864	)
Cash, end of year		148,119			259,040
Net cash provided by/(used in) financing activities		684,896			(64,827	)
Effect of exchange rate changes on cash		(1,066	)		(11,487	)
Net decrease in cash		(126,211	)		(110,921	)
Cash, beginning of year – continuing operations		-			-
Cash, beginning of year – discontinued operations		148,119			259,040
Cash, end of year – continuing operations		21,908			-
Cash, end of year – discontinued operations	$	-			148,119
Supplementary Information
Cash paid for:
Cash paid for interest	$	-		$	-
Interest		-			-
Cash paid for taxes	$	-		$	-
Income taxes		-			-

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

F-54

Eternity Healthcare Inc.

Notes to the Consolidated Financial Statements

April 30, ~~2017 and 2016~~2018

(Expressed in U.S. Dollars)

1.	Nature and continuance of operations

Eternity Healthcare Inc. (the “Company”) was incorporated under the laws of the State of Nevada on October 24, 2007 under the name Kid’s Book Writer, Inc. On September 23, 2010, the Company changed its name to Eternity Healthcare Inc., and affected a reverse stock split of the issued and outstanding common stock at a factor of 10 old shares for 1 new share. The Company is focused on offering a range of medical devices and diagnostics until August 2017.

On December 13, 2010, pursuant to the terms of a share exchange agreement, the Company acquired 100% of the issued and outstanding common stock of Eternity Healthcare Inc., a company incorporated under the laws of the Province of British Columbia on December 10, 2009 (“Eternity BC”), for 60,000,000 shares of its own common stock, which were distributed to the shareholders of Eternity BC (the “Share Exchange Agreement”).

The Share Exchange Agreement, which represents a majority of the then issued and outstanding shares of the Company, constituted a change in control of the Company. The acquisition of Eternity BC was accounted for as a reverse acquisition in accordance with Accounting Standards Codification (“ASC”) 805-40, “Business Combinations”. The Company determined for accounting and reporting purposes that Eternity BC is the acquirer because of the significant holdings and influence of the control group of the Company before and after the acquisition. As a result of the transaction, Eternity BC shareholders ~~own~~owned approximately 94.4% of the then issued and outstanding common stock of the Company on a diluted basis.

OnIn ~~June~~August , 252017, ~~2012~~the owners of 53,933,373 shares, representing approximately 76.04% of the Company’s ~~entered~~outstanding ~~into~~shares of common stock, including the president, achief ~~marketing~~executive ~~agreement~~officer ~~with~~and ~~Mika~~director ~~Medical~~of the Company, ofsold ~~Korea~~their shares to beTeam ~~the~~Youn ~~sole~~Bio ~~marketer~~Medicine ofInternational Corp. Limited, a China ~~new~~based ~~line~~company (“Team Youn”). Contemporaneously, the Company disposed of ~~needle-free~~its ~~injection~~intellectual ~~product~~property and its subsidiary, ~~for~~Eternity ~~North~~BC ~~America~~to Dr. ~~Furthermore~~Hassan Salari, ~~the~~former ~~marketing~~President ~~agreement~~and ~~was~~Chief ~~extended~~Executive toOfficer ~~some~~of ~~European~~the ~~countries~~Company (~~German~~“Dr. Salari”). The Company received gross proceeds of USD$31,836 ~~France~~($40,000 CAD) in relation to the intellectual property and ~~Spain~~USD$47,754 ($60,000 CAD) infor the ~~December~~shares ~~2012~~of the subsidiary. ~~Additionally,~~The ~~the~~proceeds ~~Company~~were ~~obtained~~paid by a reduction in the ~~rights~~amount owed to ~~market~~Dr. Salari. Upon the ~~products~~completion ~~throughout~~of this disposal, the ~~world~~Company ~~with~~shifted anits ~~amendment~~business ~~dated December~~focus 20from medical devices and diagnostics to cell storage, ~~2012~~transformation and application services.

~~Since~~On October ~~signing~~16, 2017, an affiliate of the ~~Distribution~~Company ~~Agreement~~transferred all shares of Trillion Enterprises Group Limited (“Trillion Enterprise”), ~~with~~a ~~Mika~~dormant ~~Medicals~~company incorporated under the law of British Virgin Islands (“BVI”) on February 23, 2013, to the Company for ~~has~~zero ~~emerged~~consideration. inHong ~~organizational~~Kong ~~and~~Trillion ~~start-up~~Pharmaceutical ~~activities,~~Holdings ~~including~~Limited ~~developing~~(“HK aTrillion”) ~~new~~was ~~business~~incorporated ~~plan,~~by Trillion ~~making~~Enterprise ~~arrangements~~as ~~for~~a ~~office~~wholly-owned ~~space~~subsidiary ~~and~~on ~~raising~~March ~~additional~~15, ~~capital~~2013. ~~The~~Both ~~Company~~Trillion isEnterprise ~~generating~~and ~~revenue~~HK ~~from~~Trillion ~~product~~had ~~sales~~no operations since their inception.

OnThe Company ~~June~~and 5,its ~~2014~~subsidiary ~~the~~HK ~~Company~~Trillion ~~registered to~~entered ~~operate~~into ~~within~~a share exchange agreement (the ~~state~~“Exchange ofAgreement”) ~~Arizona~~dated December 13, 2017, with ~~the~~Guizhou ~~intention~~Tongren Healthy China Biotechnology Co. Ltd. (“Guizhou Tongren”), a company formed in China on September 15, 2017, and its equity holders. Pursuant to ~~take~~the ~~over~~Exchange ~~operations~~Agreement, ~~within~~in exchange for an aggregate of 17,181,769 shares of the ~~United~~common ~~States~~stock ~~from~~of the ~~Canadian~~Company, ~~subsidiary~~Guizhou Tongren Healthy China Biotechnology Co. ~~Beginning~~ ~~January~~Ltd. 1,became ~~2016~~a ~~the~~wholly-owned subsidiary of HK Trillion. The Company immediately took ~~over~~control ~~operations~~of ~~within~~Guizhou ~~the~~Tongren ~~United~~upon ~~States~~execution ~~from~~of the BCExchange Agreement. Guizhou Tongren was newly formed and had no operation or material assets other than a referential lease it obtained. The Company accounted for the transaction as asset acquisition on the date of Exchange Agreement.

~~The~~Eternity ~~Company~~Healthcare ~~has~~Inc. (a ~~net~~Nevada ~~loss~~corporation) of100% $Trillion ~~736,071 for~~Enterprises ~~the~~Group ~~year~~Limited ~~ended~~(a ~~April~~BVI ~~30,~~company) ~~2017~~100% ~~(April~~Hong ~~30,~~Kong ~~2016~~Trillion -Holdings ~~$ 388,622)~~Limited ~~and has~~ (a ~~working~~Hong ~~capital~~Kong ~~deficit~~company) of100% $Tongren ~~776,414~~Healthy asChina atBiotechnology ~~April 30,~~Co. ~~2017~~Ltd. (~~April~~a ~~30,~~PRC ~~2016 - $ 516,213~~company).

F-65

~~Eternity~~On January ~~Healthcare~~16, ~~Inc~~2018, the Company issued 82,946,800 shares of common stock to Team Youn upon conversion of $CAD 1,063,966 (approximately $USD 829,468, 1 CAD to 0.7796 USD) debt the Company owed to Team Youn at a conversion price of $0.01 per share, according to the Debt Conversion Agreement entered by the Company and Team Youn in December 2017 . The transaction was an extinguishment of debt done with the Company’s principle shareholder, and no gain or loss was recorded by the Company.

~~Notes~~In February to2018, the ~~Consolidated~~Company ~~Financial~~increased ~~Statements~~the number of its authorized shares of common stock from 300,000,000 to 1,000,000,000, with a par value of $0.001 per share and authorized 10,000,000 shares of preferred stock with par value of $0.001 per share.

April 30, 2017 and 2016

(Expressed in U.S. Dollars)

2.	Going concern

The accompanying ~~Company’s~~consolidated financial statements ~~are~~ ~~prepared~~have ~~using~~been ~~generally~~prepared ~~accepted~~assuming ~~accounting~~that ~~principles in~~ the ~~United~~Company ~~States~~will ofcontinue ~~America~~as ~~applicable to~~ a going concern ~~which~~. ~~contemplates~~Since December 2010, the ~~realization~~Company has been engaged in offering a range of ~~assets~~medical devices and ~~liquidation~~diagnostics ofand ~~liabilities~~has innot ~~the~~generated positive ~~normal~~cash ~~course~~flows offrom ~~business~~operations. ~~The~~Through April 30, 2018, the Company has ~~not~~incurred ~~yet established~~accumulated anlosses ~~ongoing~~of ~~source~~$3,161,808 and as of ~~revenues~~April ~~sufficient~~30, to2018, ~~cover~~the ~~its~~Company ~~operating~~had ~~costs~~$21,908 ~~and~~of ~~allow~~cash itand tonegative ~~continue~~working ascapital aof ~~going~~$1,310,821, ~~concern~~respectively. These conditions ~~The~~raise ~~ability~~substantial ofdoubt about the Company’s ability to continue as a going concern. isThe ~~dependent~~Company’s onoperating ~~its~~results for ~~obtaining~~future ~~adequate~~periods ~~capital~~are subject to ~~fund~~numerous ~~operating~~uncertainties ~~losses until~~and it ~~becomes~~is ~~profitable.~~uncertain Ifif the Company will be able to reduce or eliminate its net losses for the foreseeable future. If management is ~~unable~~not able to ~~obtain~~increase ~~adequate~~revenue ~~capital~~and/or manage operating expenses in line with revenue forecasts, itthe ~~could~~company may not be ~~forced~~able to ~~cease~~achieve ~~operations~~profitability.

Successful completion of the Company’s infrastructure for cell storage, transformation and application services, and its transition to attaining profitable operations, may need to be dependent upon obtaining additional financing. The Company continues to have ongoing obligations and it expects that it will require additional capital in order to execute its longer-term business plan. If the Company encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, seeking financial support from shareholders, curtailing the Company’s business development activities, suspending the pursuit of its business plan, controlling overhead expenses and seeking to further dispose of non-core assets. Management cannot provide any assurance that the Company will raise additional capital if needed.

These material uncertainties cast substantial doubt upon the Company’s ability to continue as a going concern. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used that would be necessary if the going concern assumptions were not appropriate.

3.	Significant accounting policies

The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements.

Basis of presentation

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are expressed in U.S. dollars.

Principles of consolidation

The ~~consolidated~~ consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Eternity ~~Healthcare~~BC ~~Inc~~until the date of sale on August 23, 2017. ~~(BC)~~The consolidated financial statements include the accounts of the Company and ~~Eternity~~its wholly-owned ~~Healthcare~~subsidiaries ~~Inc.~~Trillion ~~(Arizona).~~Enterprises and HK Trillion since October 16, 2017 and include Guizhou Tongren since December 13, 2017. All significant intercompany balances and transactions have been eliminated in consolidation.

F-6

Use of estimates

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

~~Inventory~~Operating leases

~~Inventory~~Leases where issubstantially ~~stated~~all at the ~~lower~~risks and rewards of ~~cost or~~ownership ~~market~~of the assets remain with the lessor are accounted for as operating leases. Rental payments and the acquisition cost ~~determined~~for ~~under~~the operating leases are charged to the ~~weighted~~consolidated ~~average~~statements ~~cost~~of ~~method~~operations and comprehensive loss on a straight-line basis over the lease periods.

~~Revenue~~Construction in process

~~Revenue is recognized~~Construction atin ~~the~~process ~~point~~is ofreported ~~sale~~at cost and ~~includes~~not ~~shipping~~subject ~~revenue for the delivery~~ to ~~the~~depreciation ~~purchaser.~~until ~~Total~~placed ~~revenues~~in do not include sales taxes as we serve as a pass-through conduit for collecting and remitting sales taxes. We recognize retail sales returns as they occur as historical returns have been negligible. In accordance with SAB 104, revenue is recognized when (i) there is persuasive evidence that an arrangement exists, (ii) delivery has occurred or service ~~has been rendered, (iii) the price is fixed or determinable, and (iv) collection is reasonably assured~~.

FShare-7based compensation

~~Eternity~~The Company ~~Healthcare~~grants ~~Inc~~share options and restricted shares to some non-employee consultants. Awards granted to non-employees are measured at fair value at the earlier of the commitment date or the date the services are completed, and are recognized using graded vesting method over the period the service is provided.

~~Notes~~Black-Scholes pricing models are adopted to measure the ~~Consolidated~~value ~~Financial~~of ~~Statements~~awards at each grant date or measurement date. The determination of fair value is affected by the share price as well as assumptions relating to a number of complex and subjective variables, including but not limited to the expected share price volatility, actual and projected non-employee share option exercise behavior, risk-free interest rates and expected dividends.

April 30, 2017 and 2016

(Expressed in U.S. Dollars)

3. Significant accounting policies - continued

Foreign currency translation

The Company’s functional ~~currency is the Canadian dollar~~ and ~~reporting~~presentational currency is the U.S. dollar. All transactions initiated in other currencies are ~~translated~~ translated into the reporting currency in accordance with ASC 830, “Foreign Currency Matters” as follows:

i) Assets and liabilities at the rate of exchange in effect at the balance sheet date; ~~and~~

ii) Revenue and expense items at ~~rate~~average of exchange atrate during the ~~dates~~period; ~~on which those elements are recognized.~~and

~~Gains~~iii) ~~and~~Equity ~~losses~~amounts onare ~~translation~~translated ~~are~~at ~~included in~~historical ~~other~~exchange ~~comprehensive~~rates, ~~income~~except ~~(loss)~~for changes in ~~stockholders’~~accumulated ~~deficiency~~deficit ~~for~~during the period. which is the result of income statement translation process

Gains and losses on translation are included in other comprehensive income (loss) in shareholders’ equity (deficiency) for the period.

The exchange rates used to translate amounts in RMB into U.S. Dollars for the purposes of preparing the consolidated financial statements were as follows:

			April 30, 2018
	Balance sheet items, except for equity accounts			0.1579

			Year ended April 30, 2018
	Items in the statements of operations and comprehensive loss			0.1556

The exchange rates used to translate amounts in CAD into U.S. Dollars for the purposes of preparing the consolidated financial statements were as follows:

	As of April 30,
	2018		2017
Balance sheet items, except for equity accounts		-		0.7318

	Years ended April 30,
	2018		2017
Items in the statements of operations and comprehensive loss		0.7774		0.7588

F-7

Fair value

The carrying value of the Company’s financial instruments including cash and cash equivalents, ~~accounts~~ ~~receivable,~~other ~~accounts~~current assets, interest payable, other current liabilities and due to related parties approximate their fair values because of the short-term maturity of these financial instruments.

Interest rate risk

The company is not exposed to significant interest rate risk due to the short-term maturity of its monetary assets and liabilities.

Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company’s credit risk is primarily attributable to cash, advanced payments and ~~accounting~~prepaid ~~receivable~~expenses. Management believes that the credit risk ~~concentration~~ with respect to financial instruments included in cash, and ~~accounts~~advanced ~~receivable~~payments and prepaid expenses is remote.

Currency risk

The Company’s operating expenses are primarily incurred in ~~Canadian~~Renminbi ~~dollars,~~(“RMB”) ~~and~~after ~~fluctuation~~the acquisition of ~~the~~Guizhou ~~Canadian~~Tongren. Fluctuation ~~dollar~~of the Renminbi in relation to the United States dollar will have an impact upon the profitability of the Company and may also have an effect ofon the value of the Company’s assets. The Company has not entered into any agreements or purchased any instruments to hedge possible currency risk. At April 30, ~~2017~~2018, 1 United States dollar was equal to 16.~~3665~~3313 ~~Canadian dollars~~Renminbi.

Basic and diluted net income /(loss) per share

The Company computes net income /(loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. AsFor atthe years ended April 30, 2018 and 2017, the ~~there~~diluted ~~were~~loss per share calculation for continuing and discontinued operations did not include warrants to purchase up to 2,000,000 shares ~~and~~of the Company’s common stock, because their effect was anti-dilutive, as the Company incurred a loss for the periods. As at April 30, ~~2016,~~2018 ~~200,000~~there were outstanding ~~stock options and~~ warrants totaling 2,~~200~~000,000 common shares (Notes ~~9 and 10~~12).

Research and development

The Company recognizes research and development costs in accordance with ASC 730, “Research and Development”, which requires the Company to expense research and development costs as they are incurred.

F-8

Eternity Healthcare Inc.

Notes to the Consolidated Financial Statements

April 30, 2017 and 2016

(Expressed in U.S. Dollars)

3. Significant accounting policies - continued

Income taxes

The Company’s income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated future taxes to be paid. The Company is subject to income taxes in both the U.S., Canada, and China jurisdictions during the year ended April 30, 2018. Significant judgments and estimates by management are required in determining the consolidated income tax expense assessment.

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with ASC 740, “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax losses and credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across its global operations. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Except as noted below, management is not aware of any such changes that would have a material effect on the Company’s results of operations, cash flows or financial position.

A tax benefit from an uncertain tax position may only be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits.

The Company adjusts its tax liabilities when its judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from its current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined.

F-8

On December 22, 2017, the 2017 Tax Act (the “Act”) was passed. Due to the significant complexity of the Act, the Securities Exchange Commission has issued its Staff Accounting Bulletin 118 (“SAB 118”) to provide companies additional time to analyze and report the effects of tax reform. Under SAB 118, companies are required to record those items where analysis is complete, include reasonable estimates and label them as provisional where analysis is incomplete, and if reasonable estimates cannot be made, record items under the previous tax law. Companies are required to have their analysis completed within one year. We have not completed our analysis for the tax effects related to the Act; however, we have made a reasonable estimate and have recorded income tax expenses associated with our gain on discontinued operations and dispositions and the income tax benefit from our continuing operating loss accordingly. Future adjustments will be recorded through current tax expense in the fiscal year of 2019 in which the analysis is completed.

Comprehensive loss

ASC 220, “Comprehensive Income”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at April 30, ~~2017~~2018, the Company has items that represent a comprehensive income (loss) and, therefore, has included a schedule of comprehensive ~~income~~ (loss) in the financial statements.

~~Use of estimates~~ Related parties

~~The~~Parties are ~~preparation~~considered ofto ~~financial~~be ~~statements in~~related ~~conformity~~if ~~with~~one ~~U.S.~~party ~~GAAP~~has ~~requires~~the ~~management~~ability, directly or indirectly, to ~~make~~control ~~estimates~~the ~~and~~other ~~assumptions~~party ~~that~~or ~~affect~~exercise significant influence over the ~~amounts~~other ofparty ~~assets~~in ~~and~~making ~~liabilities~~ financial and ~~disclosures~~operating ofdecisions. ~~contingent~~Parties ~~assets~~are ~~and~~also ~~liabilities~~considered atto ~~the~~be ~~date~~related ofif ~~the~~they are ~~financial~~subject ~~statements~~to ~~and~~common ~~the~~control ~~reported~~or ~~amounts~~significant ofinfluence, ~~revenues and~~such ~~expenditures~~as ~~during~~a ~~the~~family ~~reporting~~member ~~period.~~or ~~Actual~~relative, ~~results~~stockholder, ~~could~~or ~~differ~~a ~~from~~related ~~these estimates~~corporation.

~~Recently~~Segments of ~~enacted~~an ~~accounting~~enterprise ~~standards~~and related information

~~Our~~ASC 280, ~~company~~“Segment ~~does~~Reporting” ~~not~~establishes ~~expect~~guidance for the ~~adoption~~way that public companies report information about operating segments in annual financial statements and requires reporting of ~~any~~selected ~~recent~~information ~~accounting~~about ~~pronouncements~~operating segments in interim financial statements issued to ~~have~~the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. ASC 280 defines operating segments as components of a ~~material~~company ~~impact~~about onwhich ~~its~~separate financial ~~statements~~information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated ASC 280 and believes it has only one operating segment at this time.

~~4. Short-term~~Discontinued ~~investment~~operation

OnA discontinued ~~August~~operation 18may include a component of an entity or a group of components, ~~2015~~a ~~the~~business. ~~Company~~Disposal ~~invested~~of a component or group $of ~~600,000~~components ~~CAD~~should ($be ~~459~~reported in discontinued operations if the disposal represents a strategic shift that has,~~000~~ ~~USD)~~or inwill have a ~~One-Year~~major ~~Cashable~~effect ~~Guaranteed~~on ~~Investment~~the ~~Certificate~~entity’s ~~(“GIC”)~~operations ~~term~~and ~~deposit~~financial results. ~~The~~Examples ~~investment had~~of a ~~one~~strategic ~~year~~shift ~~term~~ that ~~matured~~has (or will have) a major effect on ~~August~~an ~~18,~~entity’s ~~2016~~operations and ~~bears~~financial ~~interest~~results atcould include a ~~rate~~disposal of 0a major geographical area, a major line of business, a major equity method investment, or other major parts of an entity.~~672%~~ ~~per~~The ~~annum~~results of operations of a discontinued operation that has either been disposed of or classified as held for sale should be presented on the face of the statement in which net income is reported. Any gain or loss on the disposal or on classification as held for sale may be disclosed on the face of the statement and in a note to the financial statements.

On March 14, 2016 the Company withdrew $ 200,000 CAD ($ 150,000 USD) from the GIC and received interest of $ 770 CAD ($ 576 USD). The remaining $ 400,000 CAD ($ 307,000 USD) continued to earn interest at a rate of 0.672% per annum until its maturity on August 18, 2016. The Company has recognized interest of $ 802 CAD ($ 615 USD) to April 30, 2017. The Company no longer has any short-term investments as at April 30, 2017.Reclassifications

Certain reclassifications have been made to prior periods’ financial information to conform to the April 30, 2018 presentation.

Recently Enacted Accounting Standards

The company does not expect the adoption of any recent accounting standards to have a material impact on its financial statements except for:

In February 2016, the FASB issued an ASU amending the accounting for leases. The new guidance requires the recognition of lease assets and liabilities for operating leases with terms of more than 12 months, in addition to those currently recorded, on the Company’s consolidated balance sheets. Presentation of leases within the consolidated statements of operations and consolidated statements of cash flows will be generally consistent with the current lease accounting guidance. The ASU is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company to adopt this ASU beginning in the quarter ending April 30, 2019. It is currently evaluating the impact on its consolidated financial statements, primarily to the consolidated balance sheets and related disclosures.

F-9

~~Eternity~~In February ~~Healthcare~~2018, ~~Inc~~the FASB issued guidance to address the income tax accounting treatment of the tax effects within other comprehensive income due to the enactment of the Tax Cuts and Jobs Act (the “Act”). This guidance allows entities to elect to reclassify the tax effects of the change in the income tax rates from other comprehensive income to retained earnings. The guidance is effective for periods beginning after December 15, 2018 although early adoption is permitted.

~~Notes~~In March 2018, the FASB issued ASU 2018-05: “Income Taxes (Topic 740)-Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118”. The amendments in this ASU add various SEC paragraphs pursuant to the ~~Consolidated~~issuance ~~Financial~~of ~~Statements~~SEC Staff Accounting Bulletin No. 118, which expresses the view of the staff regarding application of Topic 740, Income Taxes, in the reporting period that includes December 22, 2017 - the date on which the Tax Cuts and Jobs Act was signed into law. The Company has performed evaluation and concluded there is no significant impact on its consolidated financial position and results of operations.

~~April~~4. ~~30,~~Non-current ~~2017~~advanced ~~and 2016~~payments

~~(Expressed~~Advanced payments as of April 30, 2018 of $30,847 represented the amount Guizhou Tongren paid in ~~U.S.~~advance ~~Dollars)~~for finishing and furnishing its office space over the amounts due in according to the agreements with the vendors.

5. ~~Inventory~~ Deferred cost

~~Inventory consists of needle free injection~~Deferred ~~products~~cost ~~that~~totaling ~~are~~$350,146 ~~held~~as ~~for~~of ~~resale.~~April ~~Inventory~~30, is2018 ~~stated~~represented at the ~~lower~~deferred of cost orfor ~~market~~leased ~~with~~office ~~cost~~space ~~determined~~in ~~under~~Tongren ~~the~~City, ~~weighted~~Guizhou ~~average~~Province, ~~cost method. As of April 30~~China, ~~2017~~acquired ~~and~~by ~~April 30, 2016 inventory consisted of~~ the ~~following:~~Company.

	April 30,		April 30,
	2017		2016
	$		$
Raw material		-		-
Work-in-progress		-		-
Finished goods		30,283		3,064
Reserve for obsolescence		-		-
		30,283		3,064

On December 13, 2017, the Company acquired 100% of the equity interest in Guizhou Tongren for consideration of 17,181,769 common shares of the Company, the fair value of which is $343,635 based on the Company’s stock price of $0.02 at December 13, 2017. Guizhou Tongren was recently set up and did not have any operations or assets, except for a rental-preferential lease of an office building in Tongren City, Guizhou Province, China. The major purpose of the acquisition was to acquire the lease right. Therefore, the Company accounted for the transaction as an asset acquisition. The $343,635 fair value of the Company’s common shares on the acquisition date and the net liabilities of $20,517 of Guizhou Tongren assumed by the Company were accounted for as the cost to acquire the lease, and will be amortized over the remaining lease term of 117 months. Amortization of the deferred cost for the year ended April 30, 2018 was $14,006.

6. ~~Accounts payable~~ ~~and~~Construction ~~accrued~~in ~~liabilities~~process

~~Accounts~~Construction in ~~payable~~process ~~and~~of ~~accrued~~$1,538,316 ~~liabilities are~~as ~~non-interest~~of ~~bearing~~April 30, ~~unsecured~~2018 represented the cost incurred in the design, material purchasing and ~~have~~internal ~~settlement~~construction of ~~dates~~the ~~within~~building ~~one~~and ~~year~~facilities Guizhou Tongren leased for its future operation. The construction has not been completed and no depreciation recorded as of April 30, 2018.

7. ~~Due to~~ ~~related~~Other ~~parties~~current ~~and related party transactions~~liabilities

~~During the year-ended April 30, 2017, the~~Other ~~Company~~current ~~received~~liabilities $are 98,906 in additional cash loans from related parties of the Company and made repayments to related parties of $ 188,733. Total related party notes payable as of April 30, 2017 were $ 851,787. $ 658,617 ($ 900,000 CAD) of this balance is interest bearing at 5% per year on the principle balance, unsecured and has no fixed terms of repayment. As of May 1, 2016, the excess over $ 900,000 CAD is a non-interest bearing ~~balance~~, unsecured ~~with no fixed terms of repayment. During the year-ended April 30~~, ~~2017,~~and ~~the~~have ~~Company~~settlement ~~recorded~~dates ~~interest~~within ~~expense~~one ~~of $ 34,240 with regard to the outstanding related party loans~~year.

8. Capital stock

	April 30,		April 30,
	2018		2017
Payable for construction in process	$	1,081,532	$	-
Loan from a third party		32,916		-
Professional and listing fee		68,382		-
Others		568		-

Total	$	1,183,398	$	-

~~Authorized~~Loan from a third party of $32,916 represented the loan from a former 80% equity owner of Guizhou Tongren and then 8% shareholder of the Company after the Share Exchange made to Guizhou Tongren. The shareholder transferred the Company’s shares to others and was not related to the Company as of April 30, 2018.

The total authorized capital is 300,000,000 common shares with a par value of $ 0.001 per common share.

During the year-ended April 30, 2017, the Company issued 4,500,000 common shares in exchange for consulting services provided at an estimated fair value of $ 267,000, and cash consideration of $25,000.

F-10

~~Eternity~~8. ~~Healthcare~~Long-term ~~Inc.~~loan

~~Notes~~On March 26, 2018, the Company entered into a Credit Loan Agreement with Shenzhen Dongyang, as lender, the Company as guarantor and Guizhou Tongren as borrower, pursuant to which the ~~Consolidated~~Company ~~Financial~~agreed ~~Statements~~to guaranty payment of the indebtedness under a loan facility providing Guizhou Tongren with advances for up to $25 million. Advances under the loan facility bear interest at the rate of 10% per annum. The loan facility has a term of five years. As of April 30, 2018, Guizhou Tongren has requested and received a total amount of $489,631 and no repayment is required until the end of the loan term. Interest expenses on the loan was $12,472 during the year ended April 30, 2018 and $12,662 is payable by the end of September 2018.

~~April~~9. ~~30,~~Long-term ~~2017 and 2016~~liabilities

~~(Expressed~~Long-term liabilities inof U$53,671 as of April 30, 2018 represented rentals expenses Guizhou Tongren accrued accumulatively for the office building it leased.S. ~~Dollars~~The lease term is 10 years from September 18, 2017 with annual rental of approximately $171,750 (RMB1,087,380). Rentals for the first 5 years are waived by the leaser, and Guizhou Tongren is expected to pay the rental from September 18, 2022.

910. ~~Warrants~~ Due to related parties and related party transactions

~~During the year-ended April 30, 2017, the~~Amount ~~Company~~due ~~granted~~to ~~2,000,000~~related warrants for services. The fair value of the stock warrants granted was estimated at $ 119,649 on the date granted using the Black-Scholes pricing model, with the following assumptions used for the valuationparties: exercise price of $ 0.001 per share, average risk-free interest rate of 0.573%, expected dividend yield of zero, expected lives of three years and an average expected volatility of 247.04%. As at April 30, 2017, $nil remained as a prepaid expense.

A summary of the status of the Company’s warrants as of April 30, 2017 is presented below:

	April 30		April 30
	2018		2017
Hassan Salari	$	-	$	851,787
Team Youn	$	20,503	$	-
Weitao Wang	$	171,485	$	-
Total	$	191,988	$	851,787

	Number of shares
Warrants as at April 30, 2015		-
Warrants granted		-
Exercised, forfeited or expired		-
Warrants as at April 30, 2016		-
Warrants granted		2,000,000
Exercised, forfeited or expired		-
Outstanding at April 30, 2017		2,000,000
Exercisable at April 30, 2017		2,000,000

During the year ended April 30, 2018, the Company sold its wholly owned subsidiary, Eternity BC, and certain intellectual property owned by the Company to Dr. Hassan Salari the president, chief executive officer and director of the Company at the time for approximately $USD 79,590 ($100,000 Canadian Dollars (the “CAD”) and off-set the payables to Dr. Salari.

~~The~~During ~~following~~the ~~table~~year ~~summarizes~~ended ~~information~~April ~~about~~30, 2018, the ~~warrants~~Company asissued 82,946,800 shares of ~~April~~common 30stock to Team Youn, ~~2017:~~the Company’s major shareholder, upon conversion of $CAD 1,063,966 of related party debt (approximately $USD 829,468, 1 CAD to 0.7796 USD) at a conversion price of $0.01 per share.

		Warrants outstanding					Warrants exercisable
	Exercise price		Number outstanding	Weighted average remaining contractual life (in years)		Weighted averageexercise price		Number exercisable		Weighted average exercise price
$	0.001		2,000,000	2.59	$	0.001		2,000,000	$	0.001

In addition, the Company received $171,485 in additional cash loans from Mr. Weitao Wang, President, Chief Executive Officer and Chief Financial Officer of the Company. Total related party payable as of April 30, 2018 was $191,988 non-interest-bearing, unsecured with no fixed terms of repayment.

10During the year ended April 30, 2018, the Company recorded interest expense of $25,046 with regard to the related party loans. ~~Stock~~ The interest-bearing ~~options~~loan was fully repaid as of April 30, 2018.

During the ~~fiscal~~ year ended April 30, ~~2013,~~ ~~the Company granted 200~~2018,~~000~~ ~~stock~~a ~~options~~former ~~for~~80% ~~services.~~equity ~~The~~owner ~~fair value~~ of ~~the~~Guizhou ~~stock~~Tongren ~~options~~and ~~granted~~then ~~were~~8% ~~estimated~~shareholder onof the ~~date~~ ~~granted~~Company ~~using~~after the ~~Black-Scholes~~Share Exchange ~~pricing~~made ~~model,~~a ~~with~~loan ~~the following assumptions used for the valuation: exercise price~~ of $ ~~0.80 per share~~32,916 ~~average~~to ~~risk-free~~Guizhou ~~interest rate of 0~~Tongren.~~79%,~~ ~~expected~~The ~~dividend~~shareholder ~~yield~~transferred ofthe ~~zero,~~Company’s ~~expected~~shares ~~lives~~to ofothers ~~five years~~ and anwas ~~average~~not ~~expected~~related ~~volatility of 2.99%. During~~ the ~~years-ended April 30, 2017 and 2016, the~~ Company ~~recognized~~as ~~expense~~ of ~~$ Nil~~April ~~and $ Nil related to options that vested~~30, ~~respectively~~2018.

During the year-ended April 30, 2017, the Company received $98,906 in additional cash loans from related parties of the Company and made repayments to related parties of $188,733. Total related party notes payable as of April 30, 2017 were $851,787. $658,617 ($900,000 CAD) of this balance is interest bearing at 5% per year on the principle balance, unsecured and has no fixed terms of repayment. As of April 30, 2017, the excess over $900,000 CAD is a non-interest bearing balance, unsecured with no fixed terms of repayment. During the year-ended April 30, 2017, the Company recorded interest expense of $34,240 with regard to the outstanding related party loans.

F-11

~~Eternity~~11. ~~Healthcare~~Capital ~~Inc.~~stock

~~Notes to the Consolidated Financial Statements~~Authorized

The total authorized capital as of April 30, ~~2017~~2018 is 1,000,000,000 common shares with a par value of $0.001 per common share, and 10,000,000 ~~2016~~preferred shares with a par value of $0.001 per preferred share.

~~(Expressed~~January 2018 inshare ~~U.S. Dollars)~~issuance

10On January 16, 2018, the Company completed the issuance of 17,181,769 common shares to Guizhou Tongren’s stock holders pursuant to its arrangement with Guizhou Tongren and its shareholders, pursuant to which the Company acquired all the issued and outstanding stocks of Guizhou Tongren. ~~Stock~~ ~~options~~The -Company ~~continued~~accounted for this purchase as an asset acquisition.

AOn January ~~summary~~16, of2018, the ~~status~~Company issued 82,946,800 shares of ~~the~~common ~~Company’s~~ stock ~~options~~to asTeam Youn upon conversion of ~~April~~$CAD 301,063,966 ~~2017~~(approximately $USD is829,468, ~~presented~~1 ~~below:~~CAD to 0.7796 USD) at a conversion price of $0.01 per share, according to the Debt Conversion Agreement entered by the Company and Team Youn in December 2017.

	Number of shares
Balance of stock options as at April 30, 2015		200,000
Options granted		-
Balance of stock options as at April 30, 2016		200,000
Options granted		-
Exercised, forfeited or expired		-
Outstanding at April 30, 2017		200,000
Exercisable at April 30, 2017		200,000

~~The following~~12. ~~table summarizes information about the stock options as of April 30, 2017:~~Warrants

		Options outstanding					Options exercisable
Exercise price		Number outstanding		Weighted average remaining contractual life (in years)	Weighted average exercise price		Number exercisable		Weighted average exercise price
$	0.80		200,000	0.69	$	0.80		200,000	$	0.80

During the year ended April 30, 2017, the Company granted 2,000,000 warrants for services. The fair value of the stock warrants granted was estimated at $119,649 on the date granted using the Black-Scholes pricing model, with the following assumptions used for the valuation: exercise price of $0.001 per share, average risk-free interest rate of 0.573%, expected dividend yield of zero, expected lives of three years and an average expected volatility of 247.04%. During the year ended April 30, 2018, $0 expense was recognized by the Company since all services were performed before April 30, 2017.

~~The~~A ~~following~~summary ~~table~~of ~~summarizes~~the ~~information~~status ~~about~~of the ~~stock~~Company’s ~~options~~warrants as of April 30, ~~2016~~2018 is presented below:

			Options outstanding					Options exercisable
		Number of
Exercise price			Number outstanding		Weighted average remaining contractual life (in years)	Weighted average exercise price		Number exercisable		Weighted average exercise price
		warrants
$	0.80			200,000	1.72	$	0.80		200,000	$	0.80
	Warrants as at April 30, 2017		2,000,000
	Warrants granted		-
	Exercised, forfeited or expired		-
	Outstanding at April 30, 2018		2,000,000
	Exercisable at April 30, 2018		2,000,000

~~11. Subsequent~~The ~~events~~following table summarizes information about the warrants as of April 30, 2018:

In accordance with ASC 855, the Company’s management has evaluated the subsequent events through the date the financial statements were issued and has found no subsequent events to report.

		Warrants outstanding				Warrants exercisable
	Exercise price	Number outstanding	Weighted average remaining contractual life (in years)		Weighted average exercise price	Number exercisable		Weighted average exercise price

$	0.001	2,000,000	1.58	$	0.001	2,000,000	$	0.001

13.	Stock options

During the fiscal year ended April 30, 2013, the Company granted 200,000 stock options for services. The fair value of the stock options granted was estimated on the date granted using the Black-Scholes pricing model, with the following assumptions used for the valuation: exercise price of $0.55 per share, average risk- free interest rate of 0.79%, expected dividend yield of zero, expected lives of five years and an average expected volatility of 2.99%. During the year ended April 30, 2018 and 2017, the Company recognized expense of $0 related to options that vested, respectively.

As of April 30, 2018, the 200,000 stock options had expired prior to exercise. During the year ended April 30, 2018, the Company issued no new stock options.

A summary of the status of the Company’s stock options as of April 30, 2018 is presented below:

	Number of
	Shares
Balance of stock options as at April 30, 2017		200,000
Options granted		-
Exercised, forfeited or expired		(200,000	)
Outstanding at April 30, 2018		-
Exercisable at April 30, 2018		-

F-12

~~Item 9~~14. ~~Changes in and Disagreements With Accountants on Accounting and Financial Disclosure~~Taxation

~~There~~a) ~~were~~Enterprise noIncome disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods.Taxes

~~Item~~The Company ~~9A.~~was ~~Controls~~incorporated in Nevada, United States of America and ~~Procedures~~it is a holding company and does not conduct any substantial operation on its own. The Company does not provide for U.S. taxes or foreign withholding taxes on undistributed earnings from its non-U.S. subsidiaries because such earnings are intended to be reinvested indefinitely. If undistributed earnings were distributed, foreign tax credits could become available under current law to reduce the resulting U.S. income tax liability.

~~Management~~The U.S. tax Act known as the Tax Cuts and Jobs Act (the “2017 Act”) signed on December 22, 2017 may have changed the consequences to U.S. shareholders that own, or are considered to own, as a result of the attribution rules, 10% or more of the voting power or value of the stock of a non-U.S. corporation (a “10% U.S. shareholder”) under the U.S. Federal income tax law applicable to owners of U.S. controlled foreign corporations (“CFCs”). The Company believes there will be no such impact for 2017 Act for the year ended April 30, 2018 as the Company’s ~~Report~~foreign onsubsidiaries ~~Disclosure~~do ~~Controls~~not have positive cumulative earnings and ~~Procedures~~profits as of April 30, 2018.

~~Our management, with the participation~~Trillion ofEnterprise ~~our~~is ~~chief~~incorporated executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in ~~Rules 13a-15(e) and 15d-15(e) promulgated under~~ the ~~Securities~~BVI. ~~Exchange~~Under ~~Act of 1934, as amended (~~the ~~“Exchange~~current ~~Act”))~~law as of the ~~end of the period covered by this report. Based on this evaluation~~BVI, ~~our~~Trillion ~~chief~~Enterprise ~~executive~~is officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that, as of the end of such period, our disclosure controls and procedures were not ~~effective~~subject to ~~ensure~~tax ~~that~~on ~~information~~income ~~that is required to be disclosed by us in the reports we~~or ~~file~~capital orgains. ~~submit under the Exchange Act is (i) recorded~~Additionally, ~~processed,~~if ~~summarized~~dividends ~~and~~are ~~reported,~~paid ~~within~~by ~~the~~Trillion ~~time~~Enterprise ~~periods specified in the SEC’s rules and forms and (ii) accumulated and communicated~~ to ~~our~~its ~~management~~shareholders, ~~including~~no ~~our~~BVI ~~chief~~withholding ~~executive~~tax ~~officer and~~will ~~chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), as~~be ~~appropriate, to allow timely decisions regarding required disclosure~~imposed. ~~The reasons for this finding were the weaknesses in our internal control over financial reporting enumerated below.~~

~~Management’s~~HK Trillion ~~Annual~~is ~~Report~~incorporated in Hong Kong and does not conduct any substantial operations of its own. No provision for Hong Kong profits ontax ~~Internal~~has ~~Control~~been ~~over~~made ~~Financial~~in ~~Reporting~~the consolidated financial statements as HK Trillion both have no assessable profits for the year ended April 30, 2018.

~~Our management is responsible for establishing~~Guizhou ~~and~~Tongren, ~~maintaining~~incorporated ~~adequate~~in ~~internal~~the ~~control over financial reporting. Our chief executive officer and chief financial officer (our principal executive officer~~PRC, ~~principal~~is ~~financial~~governed ~~officer~~by ~~and principal accounting officer) conducted an evaluation of~~ the ~~effectiveness of~~income ~~our~~tax ~~internal~~law ~~control over financial reporting as~~ of ~~April 30, 2017 using~~ the ~~criteria~~PRC ~~established~~and inis ~~Internal~~subject ~~Control—Integrated Framework~~to ~~issued~~PRC byenterprise ~~the~~income ~~Committee~~tax ~~of Sponsoring Organizations of the Treadway Commission~~ (~~COSO~~“EIT”).

~~A material weakness is a deficiency, or~~Effective ~~combination~~from ofJanuary ~~deficiencies~~1, ~~in internal control over financial reporting~~2008, ~~such~~the ~~that~~EIT ~~there~~rate ~~is a reasonable possibility that a material misstatement~~ of ~~our~~PRC ~~company’s~~is ~~annual~~25%, orand ~~interim~~applies ~~financial~~to ~~statements~~both ~~will~~domestic ~~not~~and beforeign ~~prevented~~invested orenterprises. ~~detected~~The ~~on a timely basis.~~effective Intax ~~its~~rate ~~assessment~~ of the ~~effectiveness~~Company ofapproximates ~~internal~~the ~~control~~applicable ~~over~~statutory ~~financial~~rate ~~reporting as~~ of ~~April~~25% ~~30,~~for ~~2017,~~the ~~our~~year ~~company~~ended ~~determined that~~April ~~there were control deficiencies that constituted material weaknesses~~30, ~~as described below:~~2018.

●The components ~~There is a lack~~ of ~~accounting personnel with~~ the ~~requisite~~income ~~knowledge~~tax ofexpenses ~~Generally Accepted Accounting Principles in the US~~ (~~“GAAP”~~benefit) ~~and~~for ~~the~~continuing ~~financial~~operations ~~reporting~~for ~~requirements of~~ the ~~Securities~~years ~~and~~ended ~~Exchange~~April ~~Commission;~~30, ●2018 ~~There are insufficient written policies~~ and ~~procedures~~2017 toare ~~ensure~~as the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements; and ● There is a lack of segregation of duties, in that we only had one person performing all accounting-related duties.follows:

Notwithstanding the existence of these material weaknesses in our internal control over financial reporting, our management believes that the consolidated financial statements included in its reports fairly present in all material respects our company’s financial condition, results of operations and cash flows for the periods presented.

	Year ended		Year ended
	April 30, 2018		April 30, 2017
Current income tax benefit- continuing operation	$	4,864	$	-
Deferred income tax provision- continuing operation		-		-
Total income tax benefit /(expense)-continuing operation	$	4,864	$	-

~~Our company will continue its assessment~~Reconciliation onof athe ~~quarterly~~income ~~basis~~tax ~~and~~expenses asfor ~~soon~~continuing ~~as we start~~ operations weat ~~plan~~the ~~to hire personnel and resources to address these material weaknesses~~U. WeS. ~~believe~~statutory ~~these~~EIT ~~issues~~rate ~~can~~for bethe ~~solved~~years ~~with~~ended ~~hiring~~April ~~in-house~~30, ~~accounting~~2018 ~~support~~ and ~~plan to do so as soon as we have funds available~~2017 ~~for~~and ~~this.~~the ~~There has been no change in its internal control over financial reporting that occurred during our company~~Company’s ~~most recent~~effective ~~fiscal~~income ~~quarter~~tax ~~that~~rate ~~has materially affected, or~~ is ~~reasonably~~as ~~likely to materially affect, our company’s internal control over financial reporting.~~follows:

Changes in Internal Controls

	For the years ended April 30,
	2018			2017

U.S. statutory tax rate		29.73	%		34.00	%
Foreign tax rate difference		(1.04	)%		(5.76	)%
Deferred tax assets written-off of disposed entity		(13.58	)%		0.00	%
Valuation allowance change of disposed entity		15.02	%		0.00	%
Expired Net Operating Loss due to ownership change		(249.12	)%		0.00	%
Deferred tax assets change due to tax reform		(9.50	)%		0.00	%
Change of valuation allowance		229.93	%		(5.00	)%
Effective tax rate		1.44	%		0.00	%

~~During~~A blended statutory tax rate of 29.73% was used for the ~~period~~year ended April 30, ~~2017~~2018 with 34% for May 1, ~~there~~ ~~were~~2017 noto ~~changes~~December in31, ~~our~~2017, ~~internal~~and ~~control~~21% ~~over~~for ~~financial~~January 1, ~~reporting~~2018 ~~that~~to ~~materially~~April ~~affected~~30, or2018 ~~are~~for ~~reasonably~~the ~~likely~~change toin ~~materially affect,~~the ~~our~~U.S. ~~internal~~federal ~~control~~tax ~~over~~rate ~~financial~~under ~~reporting~~tax reform.

~~Item 9B. Other Information~~F-13

~~None.~~a) Deferred Tax

24The Company follows ASC 740, “Income Taxes”, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. The Company’s U.S. deferred tax assets have been remeasured using the new statutory rate of 21%. Deferred tax assets were $70,411 and $867,581 as of April 30, 2018 and 2017, respectively, which were from the Company and its subsidiaries’ net operating losses. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences and carry forwards become deductible or are utilized. As of April 30, 2018 and 2017, based upon the level of historical taxable losses, valuation allowances of $70,411 and $867,581, respectively, were recorded to fully offset deferred tax assets. The valuation allowance decreased $797,170 during the year ended April 30, 2018 and increased $422,495 during the year ended April 30, 2017, respectively.

~~PART~~As ~~III~~of April 30, 2018, the Company had net operating loss carry forwards for federal income tax purposes of approximately $246,981 which will expire in 2038. The Company’s federal net operating losses is subject to annual limitation in the event of certain cumulative changes in the ownership interest of significant shareholders over a three-year period in excess of 50%, as defined under section 382 of the Internal Revenue Code, or the IRC, of 1986, as amended. This could limit the amount of tax attributes that can be utilized annually to offset future taxable income or future tax liabilities. The Company has undergone an ownership change defined under IRC Section 382(a) in August 23, 2017. However, since the Company has discontinued its former business coinstantaneous with the change in the ownership, it has forgone accounting for all its carried forward federal losses incurred prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years.

~~Item~~As ~~10.~~of ~~Directors~~April 30, ~~Executive~~2018, ~~Officers~~the ~~and~~Company had ~~Corporate~~net ~~Governance~~operating loss carry forwards of $74,179 from China subsidiary Guizhou Tongren which begin to expire in 2022.

~~All~~The ~~directors~~Company ofmaintains ~~our~~a ~~company hold office~~full ~~until~~valuation ~~the~~allowance ~~next~~on ~~annual~~its ~~meeting~~net ofdeferred ~~the~~tax ~~security~~assets. ~~holders,~~Based ~~until~~upon ~~they~~a ~~resign~~review ~~or their successors have been elected and qualified. The officers~~ of ~~our~~the ~~company~~sources ~~are appointed by our board~~ of ~~directors~~income, ~~and~~the ~~hold~~Company ~~office~~determined ~~until~~that ~~their~~the negative ~~death,~~evidence ~~resignation~~outweighed orthe ~~removal~~positive ~~from office.~~evidence ~~Our directors~~ and ~~executive~~that ~~officers,~~a ~~their~~full ~~ages,~~valuation ~~positions~~allowance ~~held,~~on ~~and~~its ~~duration~~net asdeferred ~~such,~~tax ~~are~~assets aswill ~~follows:~~be maintained.

Name	Position Held with the Company	Age		Date First Elected or Appointed
Hassan Salari	President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director		63	March 16, 2010
Bin Huang	Director		59	January 15, 2013 Resigned April 27, 2017
Dominique F. Borrelly	Director		57	January 18, 2013 Resigned April 27, 2017

There were no uncertain tax positions as of April 30, 2018 and 2017, and the Company does not believe that this will change over the next twelve months. The Company is subject to U.S. federal income taxes with 3 years statute of limitation. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB 100,000. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. According to Hong Kong Inland Revenue Department, the statute of limitation is six years if any company chargeable with tax has not been assessed or has been assessed at less than the proper amount, the statute of limitation is extend to 10 years if the underpayment of taxes is due to fraud or willful evasion. For year ended April 30, 2018, the Company did not have any material interest or penalties associated with tax positions. Tax years from 2017 forward remain open to examination due to carryover of net operating losses for both the Company and Guizhou Tongren. The Company is not currently under examination by an income tax authority, nor has been notified that an examination is contemplated. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expenses and penalties as operating expenses.

~~Business~~15. ~~Experience~~Discontinued operations

~~The following is a brief account of the~~On ~~education~~August ~~and~~23, ~~business~~2017, ~~experience during at least~~ the ~~past~~Company ~~five~~disposed ~~years~~ of ~~each~~its ~~director,~~intellectual ~~executive~~property ~~officer~~ and ~~key~~its ~~employee of our company~~subsidiary, ~~indicating~~Eternity ~~the~~BC. ~~person’s~~The ~~principal~~following ~~occupation~~table ~~during~~presents summarized ~~that~~financial ~~period,~~information ~~and~~related ~~the~~to ~~name and principal business of~~ the ~~organization in~~discontinued ~~which such occupation and employment were carried out.~~operations:

Hassan Salari – President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director

	April 30,
	2017
Assets
Current assets
Cash and cash equivalents	$	148,119
Prepaid expenses		24,320
GST/HST receivable		1,258
Inventory		30,283

Total assets from discontinued operations		203,980
Liabilities
Current liabilities
Accounts payable and accrued liabilities		128,607
Total liabilities from discontinued operations	$	128,607

Hassan Salari has acted as a director of our company since March 16, 2010. He was subsequently appointed as president and chief executive officer on July 26, 2012 and as chief financial officer, treasurer and secretary on January 15, 2013. Hassan Salari is an entrepreneur and scientist. Dr. Salari has over 30 years’ experience in the biotechnology field, specializing in highly sophisticated research and drug development programs and business development.F-14

Dr. Salari was a director of Pacgen Biopharmaceuticals Inc., a public company with its shares listed on the TSX Venture Exchange. From 1998 to 2007, Dr. Salari was chief executive officer and president of Chemokine Therapeutics Corp., a company established as a focused biotechnology company to develop chemokine-based therapeutic products for human diseases. Chemokine was a public company listed on OTC Bulletin Board and the TSX. From 1992 to 1998, Dr. Salari was a chief executive officer and president of Inflazyme Pharmaceuticals Ltd., a company founded by Dr. Salari. Dr. Salari maintained the responsibility of managing the company’s business affairs as well as its drug discovery and development programs (focused on allergies and asthma). While there, he negotiated and closed several licensing deals with biotechnology and pharmaceutical companies.

	For the years ended
	April 30, 2018			April 30, 2017
Sales
Product sales	$	-		$	2,733
Cost of goods sold		-			1,051
Gross margin		-			1,682
Operating Expenses
General and administrative		-			55,615
Research and development		-			28,851
Salaries		28,747			140,828
Impairment of inventory		55,210			-
Total operating expenses		83,957			225,294

Interest income		-			614

Gain on sale of intellectual property		31,836			-
Gain on disposition of needle-less injection device business		22,475			-
Foreign exchange gain		52,809			-
Gain on disposition of discontinued operations before income taxes		107,120			-

Provision for income taxes on discontinued operations and disposition		(4,864	)		-

Net income/(loss) from and on sale of discontinued operations	$	18,299		$	(222,998	)

WeThe Company ~~appointed~~obtained ~~Dr.~~$107,120 ~~Salari~~gain ason ~~president,~~the ~~chief executive~~discontinued ~~officer,~~operations ~~chief~~before ~~financial~~income ~~officer,~~taxes which ~~treasurer,~~was ~~secretary~~derived ~~and~~from asgain aon ~~member~~sales of intellectual ~~our~~property ~~company’s~~of ~~board~~$31,836, ofgain ~~directors~~on ~~because~~ the disposal of ~~his~~needle-less ~~experience~~injection ~~with~~device ~~biotechnology~~business of $22,475, and ~~pharmaceutical~~foreign ~~companies~~exchange gain of $52,809.

2516. Supplemental cash flow information During the years ended April 30, 2018 and 2017, the Company conducted the following non-cash transactions:

Bin Huang – Director

	For the years ended
	April 30, 2018		April 30, 2017
Related party payable exchanged for intellectual property and shares of subsidiary	$	79,590	$	-
Conversion of debt into common stock		829,468		-
Common stock issued to acquire Guizhou Tongren’s lease		343,635		-
Liabilities assumed by acquiring Guizhou Tongren’s lease		20,517		-
Addition of construction in progress financed by other payables		1,081,532		-
Common stock and warrants issued for services	$	-	$	386,649

~~Bin Huang was appointed as a director of our company on January 15, 2013~~17. ~~Bin Huang is a seasoned life-sciences executive with broad experiences in general management, business development, financing and corporate governance in Canada and Asia.~~Commitments

~~From 2007 to December 2012, Mrs. Huang~~Operating ~~acted~~lease as president and chief executive officer of WEX Pharmaceuticals Inc. WEX is a subsidiary of CK Life Sciences Int’l., (Holdings) Inc. (“CKLS”), listed on The Stock Exchange of Hong Kong Limited (stock code: 0775). Mrs. Huang assisted WEX with completing a Canadian phase 3 trial of tetrodotoxin for cancer pain, conducted a US phase 2 trial for chemotherapy-induced neuropathic pain, and completed a $35M financing in 2010. Mrs. Huang left WEX to join our company.commitments

~~Mrs.~~Guizhou Tongren ~~Huang~~entered ~~earned~~an aoperating ~~Bachelors’~~lease ~~of Science~~agreement ~~Degree~~ in ~~Genetics~~September ~~from~~2017 ~~Wuhan~~principally ~~University,~~for ~~China~~its office space in ~~1978,~~Mainland aChina ~~PhD~~expiring in September ~~Cell~~2027. ~~Biology~~Rental is waived for the first 5 years from ~~University~~September of2017 ~~East~~to ~~Anglia,~~September ~~England~~2022. The Company accounted for inthe ~~1983~~rental ~~and~~expense as total lease payments under the lease agreement on a ~~Masters~~straight-line ofbasis ~~Business~~over ~~Administration~~the ~~Degree~~lease interm. ~~1994~~Rental expense under operating leases for the year ended April 30, 2018 was $52,867.

~~We appointed Bin Huang as a member of our company’s board of directors because of her ability to raise capital and her knowledge of the pharmaceutical industry.~~F-15

~~Mrs. Huang resigned from the board effective~~The ~~April~~future ~~27,~~payments ~~2017.~~for ~~Mrs.~~operating ~~Huang’s~~leases ~~resignation~~as ~~was not the result~~ of ~~any~~April ~~disagreements with our company regarding our operation~~30, ~~polices,~~ ~~practices~~2018 orare ~~otherwise.~~as follows:

Dominique F. Borrelly – Director

	Amount
	US$
For the fiscal year ending April 30,
2019		-
2020		-
2021		-
2022		-
2023		107,342
2024 and thereafter		751,392

Total minimum payment required		858,734

~~Dominique F. Borrelly was appointed as~~Capital aexpenditure director of our company on January 18, 2013. Mr. Borrelly brought over 25 years of experience in sales and marketing and corporate/business development in the pharmaceutical (at Ciba-Geigy/Novartis & Sanofi-Aventis) and biotech sectors. Since 2000, he has been the president of Camargue Consulting, in Vancouver, British Columbia, Canada, wherein he specializes in assisting start-up companies - from development, evaluation and in-licensing of new technologies, through initiation of strategic alliances with multi-national corporate partners, to leading sales and marketing teams on commercial stage products.commitments

InSince acquired ~~2009~~by the Company, heGuizhou ~~was~~Tongren has entered a ~~healthcare~~series ~~network~~of ~~relationship specialist~~agreements ~~with~~for ~~Sanofi-Aventis~~the ~~Canada,~~finishing ~~Inc.~~of inthe ~~Vancouver,~~office ~~British~~building ~~Columbia,~~and ~~Canada,~~purchase of ~~wherein~~equipment hefor ~~developed~~its ~~and~~planned ~~managed~~business ~~strategic partnerships~~operations. ~~with~~As ~~integrated~~of ~~healthcare~~April ~~networks~~30, ~~teaching~~2018, ~~hospitals~~the ~~and~~Company ~~regional~~had ~~health~~the ~~authorities~~following inpayment ~~British~~commitments ~~Columbia.~~pursuant to capital expenditure agreements:

From 2010 to 2012, Mr. Borrelly was a manager of the business development and acquisition division at Sanofi-Aventis Canada, Inc. in Montreal, Quebec, Canada, wherein he maintained the business development and acquisition activities in healthcare services/e-health solutions, oncology and diabetes (therapeutics and diagnostics) and medical devices.

	Amount
	US$
For the fiscal year ending April 30,
2019		2,349,920
2020		108,697
2021		11,830
2022		-
2023		-
2024 and thereafter		-

Total minimum payment required		2,470,447

Mr18. ~~Borrelly~~Subsequent ~~resigned from the board effective April 27, 2017. Mr. Borelly’s resignation was not the result of any disagreements with our company regarding our operation, polices, practices or otherwise.~~Event

~~Family~~The Company ~~Relationships~~has performed an evaluation of subsequent events through the date the financial statements were issued, and has determined that there are no other events that are material to the financial statements except for those have been discussed below.

~~There~~On May ~~are~~10, no2018, ~~family~~Guizhou ~~relationships~~Tongren ~~between~~entered into a Procurement Consignation Agreement with Shenzhen Dongyang and consigned Dongyang ~~any~~Medical to procure a series of medical equipment in total amount of approximately $31.36 million (RMB 198.57 million) that Guizhou Tongren will need to carry out its planned cell storage, transformation and application service business. Pursuant to the ~~directors~~agreement, Guizhou Tongren shall pay the purchasing price to Dongyang Medical within 5 years after the equipment is accepted by Guizhou Tongren. Any unpaid balances will bear 10% interest annually from the date of acceptance, and ~~officers~~the interest is payable every 6 months.

26On June 21, 2018, Guizhou Tongren received RMB2 million (approximately $315,891) subsidy for Guizhou Tongren facility building fitment from Tongren Hi-tech Industrial Development Zone Management Committee (the “Management Committee”).

~~Conflicts~~On June of25, ~~Interest~~2018, Guizhou Tongren made in aggregate RMB1.64 million (approximately $259,031) loans to 2 third-party Companies. The loans’ term is 3-month and bear 12% per annum interest.

Our directors are not obligated to commit their full time and attention to our business and, accordingly, they may encounter a conflict of interest in allocating their time between our operations and those of other businesses. In the course of their other business activities, they may become aware of investment and business opportunities which may be appropriate for presentation to us as well as other entities to which they owe a fiduciary duty. As a result, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. They may also in the future become affiliated with entities that are engaged in business activities similar to those we intend to conduct.F-16

In general, officers and directors of a corporation are required to present business opportunities to the corporation if:

● the corporation could financially undertake the opportunity; ● the opportunity is within the corporation’s line of business; and ● it would be unfair to the corporation and its stockholders not to bring the opportunity to the attention of the corporation.

We have adopted a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

1. been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); 2. had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; 3. been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; 4. been found by a court of competent jurisdiction in a civil action or by 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; 5. been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, 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 or wire fraud or fraud in connection with any business entity; or 6. been 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 (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Based solely on our review of the copies of such forms received by our company, or written representations from certain reporting persons that no Form 5s were required for those persons, we believe that, during the fiscal year ended April 30, 2017, all filing requirements applicable to our officers, directors and greater than 10% beneficial owners as well as our officers, directors and greater than 10% beneficial owners of our subsidiaries were complied with.

Code of Ethics

1. honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; 2. full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us; 3. compliance with applicable governmental laws, rules and regulations; 4. the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and 5. accountability for adherence to the Code of Business Conduct and Ethics.

Board and Committee Meetings

The sole director of our company acts as the audit committee.

Our company currently does not have nominating, compensation committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by our directors.

A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our president, at the address appearing on the first page of this annual report.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that none of the members of our audit committee qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

(a)	our principal executive officer;
(b)	each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended April 30, 2017 and 2016; and

(c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended April 30, 2016 and 2015, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE

Name and Principal Position

Year

Salary ($)

Bonus ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Total ($)

Hassan Salari(1)

2017

96,000

Nil

96,000

President, Chief Executive Officer,

2016

73,000

Nil

73,000

Chief Financial Officer, Treasurer, Secretary and Director

(1) Dr. Hassan Salari was appointed as a director of our company on March 16, 2010 and as president and chief executive officer on July 26, 2012 and as chief financial officer, treasurer and secretary on January 15, 2013.

Other than as set out below, there are no arrangements or plans in which we pro7vide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

Stock Option Plan

Grants of Plan-Based Awards

During our fiscal year ended April 30, 2017 there were no grants of plan based awards to our named officers or directors.

Outstanding Equity Awards at Fiscal Year End

The particulars of unexercised options, stock that have not vested and equity incentive plan awards for our named executive officers are set out in the following table:

Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Stock Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Bin Huang		100,000	Nil		-		0.80	January 15, 2018		-		-		-		-
Dominique F. Borrelly		100,000	Nil		-		0.80	January 15, 2018		-		-		-		-

Option Exercises and Stock Vested

During our fiscal year ended April 30, 2017 there were no options exercised by our named officers.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

The following table sets forth a summary of the compensation paid to our non-employee directors in 2017:

DIRECTOR COMPENSATION

Name

Fees Earned or Paid in Cash ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Change in Pension Value and Nonqualified Deferred Compen-sation Earnings ($)

All Other Compensa-tion ($)

Total ($)

Bin Huang (1)

Dominique F. Borrelly (2)

(1)	Bin Huang was appointed as a director of our company on January 15, 2013 until April 27, 2017 when she resigned from the board.
(2)	Dominique F. Borrelly was appointed as a director of our company on January 18, 2013 until April 27, 2017 when he resigned from the board.

We have determined that Bin Huang and Dominique F. Borrelly were independent directors for the period April 30, 2016 to April 27, 2017, as that term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of August 10, 2017, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (1)	Percentage of Class
Hassan Salari 1517 West 58 Avenue Vancouver BC V6P 6T3	34,381,518 Common		48.47	%
Directors and Executive Officers as a Group	34,381,518 Common		48.47	%
Francine Salari 1517 West 58 Avenue Vancouver BC V6P 6T3	18,364,255 Common		25.89	%

* Less than 1%.

(1) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on August 10, 2017. As of August 10, 2017, there were 70,929,868 shares of our company’s common stock issued and outstanding.

Changes in Control

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended April 30, 2017, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.

As at April 30, 2017, $851,787 is payable to a related party of our company related to operating expenses paid on behalf of our company (April 30, 2016 –$977,887). This balance bears non-compounded interest at a rate of 5% per annum, is unsecured and has no fixed terms of repayment.

Director Independence

We currently act with one director, Hassan Salari. Bin Huang and Dominique F. Borrelly who were directors of our company, but resigned from the board on April 27, 2017, were two directors of the company that qualified as “independent directors” as defined by Nasdaq Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have a standing audit, compensation or nominating committee because we believe that the functions of such committees can be adequately performed by the board of directors. Additionally, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended April 30, 2017 and for the fiscal year ended April 30, 2016 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended
	April 30, 2017 $		April 30, 2016 $
Audit Fees		16,000		12,500
Audit Related Fees		Nil		Nil
Tax Fees		Nil		Nil
All Other Fees		Nil		Nil
Total		16,000		12,500

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Financial Statements

	(1)	Financial statements for our company are listed in the index under Item 8 of this document.
	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b) Exhibits

Exhibit Number		Document Description
(2)		Plan of acquisition, reorganization, arrangement, liquidation or succession
2.1		Share Exchange Agreement with Eternity Healthcare Inc., dated December 13, 2010 (incorporated by reference to our Current Report on Form 8-K filed on December 17, 2010)
(3)		(i) Articles of Incorporation; (ii) By-laws
3.1		Articles of Incorporation (incorporated by reference to our C Registration Statement on Form S-1 filed on June 25, 2008)
3.2		By-laws (incorporated by reference to our Registration Statement on Form S-1 filed on June 25, 2008)
3.3		Certificate of Amendment filed with the Nevada Secretary of State on November 1, 2010 (incorporated by reference to our Current Report on Form 8-K filed on November 16, 2010)
(10)		Material Contracts
10.1		Revised Distribution Agreement dated June 25, 2012 between our company, our subsidiary, MK Global Co. and MIKA Medical Co. (incorporated by reference to our Annual Report on Form 10-K filed on July 19, 2012)
10.2		2013 Stock Option Plan (incorporated by reference to our Annual Report on Form 10-K filed on August 8, 2013)
10.3		Rental Agreement dated June 22, 2013 between our company and Kinexus Bioinformatic (incorporated by reference to our Annual Report on Form 10-K filed on August 8, 2013)
(14)		Code of Ethics
14.1		Code of Business Conduct and Ethics (incorporated by reference to our Annual Report on Form 10-K filed on August 8, 2013)
(31)		Rule 13a-14(a)/15d-14(a) Certifications
31.1*		Section 302 Certifications under Sarbanes-Oxley Act of 2002
(32)		Section 1350 Certifications
32.1*		Section 906 Certifications under Sarbanes-Oxley Act of 2002
101*		Interactive Data Files
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

* filed herewith

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ETERNITY HEALTHCARE INC.
	(Registrant)
Dated: August 15, 2017	/s/ Hassan Salari
	Hassan Salari
	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Dated: August 15, 2017	/s/ Hassan Salari
	Hassan Salari
	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Filing Compare · ETERNITY HEALTHCARE INC.