UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

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

For the fiscal year ended June 30, ~~2016~~2017

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

For the transition period from______ to ______

Commission File Number 333-200602

Taxus Pharmaceuticals Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

(Formerly known as “Little Neck Health Connection, Inc”)


03-0380057	New York
(I.R.S. employer identification No.)	(State or other jurisdiction of incorporation)

~~245-16~~23605 ~~Horace~~Braddock ~~Harding Expressway~~Avenue,

~~Little Neck~~Bellerose, NY ~~11362~~11426

Phone: (718) -631-1522 (Address, including zip code, and telephone number, including

area code, of registrant's principal executive offices)

Jiayue Zhang

~~245-16~~23605 ~~Horace~~Braddock ~~Harding Expressway~~Avenue,

~~Little Neck~~Bellerose, NY ~~11362~~11426

Phone: (718) -631-1522

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy of Communications To:

Bernard & Yam, LLP

Attn: Man Yam, Esq.

140-75 Ash Avenue, Suite 2D

Flushing, NY 11355 Tel: 212-219-~~7783 Fax~~7783Fax: 212-219-3604 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of Registrant)

Check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

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

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 “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act:


Large Accelerated Filer [ ]	Accelerated Filer [ ]	Non-accelerated Filer [ ]	Smaller Reporting Company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: as of ~~October~~November 1312, ~~2016~~2017, there are 81,500,200 shares of common stock issued and outstanding.

TABLE OF CONTENTS




Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. [Removed and Reserved]
Item 5. Market for Common Equity and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountants Fees and Services
Item 15. Exhibits, Financial Statement Schedules

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.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

unless the context requires or is otherwise indicated, the terms “we,” “us,” “our,” the “Registrant,” the “Company,” “our company” only refer to Taxus Pharmaceuticals Holdings, Inc., a New York corporation, incorporated on January 02, 2002. Taxus Pharmaceuticals Holdings, Inc.’s former name is Little Neck Health Connection Inc and we still carry out business as “Little Neck Health Connection Inc”.

The Company was formed under the name of ‘Little Neck Health Connection Inc” in the state of New York on January 2, 2002. The Company is operating a retail store, located in Little Neck, New York, selling dietary supplement products such as vitamins, minerals, calcium, fibers, and proteins, etc.

On September 22, 2014, the Company filed the amendment to its Certificate of Incorporation to change its name to Taxus Pharmaceuticals Holdings, Inc. and increased the number of authorized shares to 1,5000,000,000 and changed the par of each share to each share to $0.00001. The Company sold 80,000,000 shares at $0.001 per share on March 31, 2015 and sold 1,500,000 shares at $0.001 per share on October 14, 2014.

The Company filed a registration statement on form S-1 with the Securities and Exchange Commission for the registration and resale of 1,500,000 shares at $0.10 per share. The proceeds from the sale of these shares will go to the selling shareholders. The Company will receive no proceeds.

Plan of Operation

The Company plans to open more retail stores in the Borough of Queens, New York City, New York. The new stores will be selling the same dietary supplement products that the current store is selling, including vitamins, minerals, and proteins. In order to open new stores, the Company needs to find new locations appropriate for dietary supplement stores, negotiate leases with the potential landlords, hire additional managers to operate the new stores, and purchase more merchandise for the new stores’ inventory. So far the Company is still searching for a suitable new location. The Company has not been able to develop a time frame on when it will find the suitable new location. Besides, the Company has not made any plan to raise the funds necessary to expand the operations. Therefore, there is the possibility that the Company may not be able to open any new stores or at all if the Company cannot find the suitable new locations and cannot raise the necessary funds for the business expansion.

Products and Services

We are a retail store that sells dietary supplement products such as vitamins, minerals, calcium, fibers, and proteins, etc.

Customers and Sales

As a retail store, our customers are the individual shoppers. We don’t rely on any particular customer. We do not derive any sales from mail order and internet sales.

Suppliers

Our main suppliers are dietary supplement products wholesalers. There is not any material supplier other than dietary supplement products wholesalers.

We purchase merchandise from a number of wholesalers. We do not rely on any particular supplier.

Our Competitors

The dietary supplements retail market in the U.S is highly competitive and fragmented. As a small retail store, our market share is very small and insignificant. There are thousands of stores national wide that are much larger than us.

According to our own internal research, the dietary supplement industry is very competitive and highly fragmented. Our Company will need to compete against many other companies. Bigger companies and established companies with more recognition in the market have more funds to invest for promotion and marketing. These competitors may be able to attract and retain a larger number of talents, which would negatively affect our business. Included in the dietary supplements retail industry in the United States are drugstores, specialty retailers, multi-level marketing companies, supermarkets, on-line entities, mass merchandisers, and a variety of other smaller participants. We compete for sales with all these participants. We compete for customers and revenue primarily on the basis of store location, merchandise selection, and services. We believe that the continued consolidation of the drugstore industry and continued new store openings by chain store operators will further increase competitive pressures in the industry. In addition, some of our larger competitors may enjoy competitive advantages, such as greater financial and other resources; larger variety of products; more extensive and advanced supply chain management systems; greater pricing flexibility; larger economies of scale and purchasing power; more extensive advertising and marketing efforts; greater knowledge of local market conditions; stronger brand recognition; and larger sales and distribution networks. As a result, we may be unable to offer products more desirable than those offered by our competitors, market our products as effectively as our competitors or otherwise respond successfully to competitive pressures. In addition, our competitors may be able to offer larger discounts on competing products, and we may not be able to profitably match those discounts. Furthermore, our competitors may offer products that are more attractive to our customers or that render our products uncompetitive. In addition, the timing of the introduction of competing products into the market could affect the market acceptance and market share of our products. Our failure to compete successfully could materially and adversely affect our business, financial condition, results of operation and prospects.

Research and Development

We did not incur any research and development cost for the years ended June 30, ~~2016~~2017.

Intellectual Property

None.

Employees

Currently we have not hired a full time employee to serve as store manager. We currently hired a part-time consultant that help us carry out sales.

Currently we have not hired a full time employee to serve as store manager. We are still searching for the candidates to fill such position. On August 10, 2014, we entered into a consultant agreement with Kathy Chow to hire Ms. Chow to serve as a full time store manager. Ms. Chow agreed to provide the services as store manager on an independent contractor basis for 12 months from August 10, 2014 to August 10, 2015 and renewable on a month to month basis till we hire a full time employee to serve as store manager. Ms. Chow is paid $5,000 per month. . The scope of services she provides includes: participate in learning and development activities (product education) in order to provide optimal customer service; maintain a professional and courteous relationship with customers; create a positive work environment; understand, support and achieve established sales goals and objectives; perform regular maintenance; clean shelves, backrooms, windows and floors; assist in unloading stock, stocking shelves, checking products against invoices, sorting and distributing stock, pricing merchandise, cleaning fixtures and displaying products; perform category maintenance by rotating products; identify damaged and expired products; operate the cash register and execute customer transactions efficiently; responsible for all register functions and adheres to and follows up on the bank deposit process.

Although Ms. Chow is a not an employee, she provides the services similar to employee. Therefore, she contributes significantly to our business operations. However, since our agreement with Ms. Chow is an independent contractor agreement and is on temporary basis. The agreement expires on September 1, 2015 and is renewable on month to month basis afterwards. If we are unable to hire a full time store manager and Ms. Chow leaves us, we might not be able to continue our business operation.

Item 1A. Risk Factors

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

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

We ~~lease~~shared an approximately ~~1,200~~500 square-foot retail store, ~~which~~at ~~includes~~23605 ~~our~~Braddock ~~warehouse and office in Little Neck~~Avenue, ~~New York. The store lease was originally dated in 2004 and we renewed the lease in August 2014 for another term of ten years until July 31~~Bellerose, ~~2024.~~NY 11426.

We pay $1,500 per month for the rent.

Real Estate

Other than the leased store space as described above under “Leased Properties”, we do not have any real estate.

Item 3. Legal Proceedings

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

Item 4. [Removed and Reserved]

PART II

Market Information

Our common stock is not traded on any exchange. Our common stock is quoted on OTCQB under the trading symbol “TXSP”. We cannot assure you that there will be a market in the future for our common stock.

OTCQB securities are not listed nor traded on the floor of an organized national or regional stock exchange. Instead, OTCQB securities transactions are conducted through a telephone and computer network connecting dealers. OTCQB issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a national or regional stock exchange.

The range of high and low bid quotations by quarters from July 1, ~~2013~~2015 through June 30, ~~2016~~2017 is listed below. The quotations are taken from the OTC Bulletin Board. They reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.

Period Ended:	High		Low
04/01/2017 to 06/30/2017		$ 3.5		$ 3.5
01/01/2017 to 03/31/2017		$ 3.5		$ 3.2
10/01/2016 to 12/31/2016		$ 3.2		$ 3.0
07/01/2016 to 09/30/2016		$ 3.2		$ 3.0
04/01/2016 to 06/30/2016		$ 3.5		$ 3.5
01/01/2016 to 03/31/2016		$ 3.5		$ 3.2
10/01/2015 to 12/31/2015		$ 3.2		$ 3.0
07/01/2015 to 09/30/2015		$ 3.2		$ 3.0
04/01/2015 to 06/30/2015		$ 0		$ 0
01/01/2015 to 03/31/2015		$ 0		$ 0
10/01/2014 to 12/31/2014		$ 0		$ 0
07/01/2014 to 09/30/2014		$ 0		$ 0

Holders

As of ~~October~~November 1312, ~~2016~~2017, there were 39 holders of record of our common stock.

Dividends

To date, we have not paid dividends on shares of our common stock and we do not expect to declare or pay dividends on shares of our common stock in the foreseeable future. The payment of any dividends will depend upon our future earnings, if any, our financial condition, and other factors deemed relevant by our Board of Directors.

Equity Compensation Plans

For the year ended June 30, ~~2016~~2017 and as of ~~October~~November 8, ~~2016~~2017, we did not have any equity compensation plans.

Outstanding Equity Awards at Fiscal Year-End

There were no outstanding equity awards for our executive officers and directors as of June 30, ~~2016~~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 the year ended June 30, ~~2016~~2017.

Recent Sales of Unregistered Securities

We did not have any sales of unregistered securities which have not been previously disclosed.

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 financial statements, including the notes thereto, appearing elsewhere in this annual report. The discussion of results, causes and trends should not be construed to imply any conclusion that these results or trends will necessarily continue into the future. All references to currency in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section are to U.S. dollars, unless otherwise noted.

The Company was formed under the name of ‘Little Neck Health Connection, Inc.” in the state of New York on January 2, 2002. The Company is operating a retail store, located in Little Neck, New York, selling dietary supplement products such as vitamins, minerals, calcium, fibers, and proteins, etc.

On September 22, 2014, the Company filed the amendment to its Certificate of Incorporation to change its name to Taxus Pharmaceuticals Holdings, Inc. and increased the number of authorized shares to 1,5000,000,000 and changed the par of each share to each share to $0.00001. The Company has sold 80,000,000 shares at $0.001 per share on September 30, 2014 and 1,500,000 shares at $0.001 per share on October 14, 2014.

Critical Accounting Policies and Estimates

Our audited financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. 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 financials.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company’s revenues are primarily derived from the sales of vitamins, minerals, herbs, supplements, sports nutrition items and other health and wellness products. Revenue recognition policies comply with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, Revenue Recognition, when persuasive evidence of arrangement exists, delivery of services has occurred, the fee is fixed or determinable and collectability is reasonable assured.

Income Taxes

The Company accounts for income taxes in accordance with FASB ASC Section 740, “Income Taxes”, which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with tax positions. As of June 30, ~~2016~~2017 and 2015, the Company does not have a liability for any unrecognized tax benefits.

Inventory

Inventories are stated at the lower of cost or market using a weighted average method which approximates first-in, first-out (“FIFO”). The Company marks down its inventory for estimated unmarketable inventory equal to the difference between the cost of the inventory and the estimated net realizable value based on assumptions about the age of the inventory, future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory markdown may be required. There were no inventory markdowns for the years ended June 30, ~~2016~~2017 and ~~2015~~2016.

Property and Equipment

Property and equipment are stated at cost. The cost of property and equipment was depreciated over their estimated useful lives. Depreciation was computed on the straight-line method for both financial reporting and income tax purposes. The estimated useful life for furniture and fixtures was three years. All assets were fully depreciated as of June 30, ~~2016~~2017 and ~~2015~~2016.

Results of Operations

The following table sets forth information from our statements of operations for the years ended June 30, ~~2016~~2017 and ~~2015~~2016:

		2016			2015
		2017			2016
Revenues	$		615,~~218~~853	$		~~101~~61,~~125~~218
Cost of revenues		4625,~~344~~152			7246,~~232~~344
Gross profit		14,874			28,893
Gross (loss) profit		(19,299)			14,874
Operating expenses:
Selling and general and administrative expenses		~~282~~97,~~234~~698			~~255~~282,~~804~~234
Net (loss) before provision for income taxes		(282,234)			(226,911)
Net (loss)	$		(116,997)	$		(267,360)
Provision for income taxes		-			-
Net (loss)	$		(267,360)	$		(226,911)
(Loss) per common share	$		(0.00)	$		(0.00)

Revenues

During the year ended June 30, ~~2016~~2017 we generated $615,~~218~~853 of revenues, compared to revenues of $~~101~~61,~~125~~218 during the year ended June 30, ~~2015, a decrease of $39,907~~2016. Such decrease was mainly due to the decrease in sales of dietary supplement products.

Cost of Revenues

Our cost of revenues during the year ended June 30, ~~2016~~2017 was $~~46,344, a decrease of $~~25,~~888~~152, as compared to $7246,~~232~~344 for the year ended June 30, ~~2015~~2016. The decrease is due to the decrease in the volumes of products sold in the current fiscal year.

Gross Profit

~~Our~~We recorded gross ~~profit~~loss ~~decreased,~~of $1419,~~874~~299 for the year ended June 30, ~~2016~~2017 from the gross profit of $2814,~~893~~874 for the year ended June 30, ~~2015~~2016. The decrease in gross profit is mainly due to the ~~increasing~~decrease ~~wholesale~~in ~~price~~sales and the ~~retail~~write ~~price~~off ~~has~~of ~~not~~our ~~been~~expired ~~increasing as fast as the wholesale price~~inventories.

Operating Expenses

During the year ended June 30, ~~2016~~2017 our total operating expenses were $~~282~~97,~~234~~698, increased as compared to $~~255~~282,~~804~~234 for the year ended June 30, ~~2015~~2016. The ~~increase~~decrease of selling, general and administrative expenses is due to the ~~increase~~decrease in ~~professional~~business ~~fees~~management ~~for audit and~~ consulting fees ~~incurred~~and ~~in current fiscal year~~rent.

Net Loss

We had a net loss of $~~267~~116,~~360~~997 for the year ended June 30, ~~2016~~2017, compared to a net loss of $~~226~~267,~~911~~360 for the year ended June 30, ~~2015, an increase in net loss of $40,449~~2016. The increase in net loss is due to the decrease inof ~~our~~selling, ~~gross~~general ~~profit~~ and ~~the~~administrative ~~increase in our operating~~ expenses.

Liquidity and Capital Resources

The following table sets forth a summary of our cash flows for the periods indicated:

		2016			2015
		2017			2016
Net cash (used in) operating activities		(~~217~~98,~~760~~753)				(~~250~~217,~~793~~760)
Net cash provided by financing activities		~~233~~75,~~297~~299				~~261~~233,~~005~~297
Net change in cash		1523,~~537~~454				1015,~~212~~537
Cash, beginning of the year		1329,~~773~~310				313,~~561~~773
Cash, end of the year	$		295,~~310~~856	$			13$ 29,~~773~~310

We had $295,~~310~~856 in cash, current assets of $535,~~467~~856, and current liabilities of $7562,~~916~~515 as of June 30, ~~2016~~2017. We had $1329,~~773~~310 in cash, current assets of $5253,~~302~~467, and current liabilities of $4075,~~688~~916 as of June 30, ~~2015~~2016.

During the year ended June 30, ~~2016~~2017, we ~~used~~recorded ~~net cash of $217,760, in operating activities, as compared to net cash used of $250,793 in operating activities during~~ the ~~year ended June 30, 2015. The~~ decrease in net cash used in the operating activities, which was mainly due to the increase in our operating expenses and increase in our accrued expenses.

During the year ended June 30, ~~2016~~2017 we received net cash of $~~233~~75,~~297~~299 in financing activities, ~~as compared to net cash received of $261,001 in financing activities during the year ended June 30, 2015,~~ mainly due to the cash that we received from ~~the sales of our common shares and~~ cash contribution from our sole director and officer Mr. Jiayue Zhang.

~~Our~~The ~~net~~Company ~~cash~~estimates ~~increased~~the byneed for approximately $15200,~~537~~000 ~~during~~of ~~the~~additional ~~year~~funding ~~ended~~during ~~June~~the ~~30,~~next ~~2016,~~12 ~~compared~~months to ~~net~~expand ~~cash~~its ~~increase~~operations ofas ~~$10,212~~planned. ~~during~~We ~~the~~plan ~~year~~to ~~ended~~raise ~~June~~additional ~~30,~~funds ~~2015.~~through ~~The~~equity ~~increase~~financing infrom ~~cash~~a ~~was~~major ~~mainly~~shareholder ~~due~~but tothere ~~the~~is ~~cash~~no assurance that we ~~received~~will ~~from~~be ~~the~~successful ~~sales~~in ofcompleting ~~our~~any ~~common~~such ~~shares~~financings. ~~and~~If no additional ~~capital~~financing ~~contributions~~is ~~from~~raised, ~~our~~we ~~sole~~plan ~~director~~to ~~and~~obtain ~~officer~~shareholder ~~Mr.~~loans ~~Jiayue~~to ~~Zhang~~meet our cash requirements. However, there is no

The Company estimates the need for approximately $200,000 of additional funding during the next 12 months to expand its operations as planned. We plan to raise additional funds through equity financing from a major shareholder but there is no assurance that we will be successful in completing any such financings. If no additional financing is raised, we plan to obtain shareholder loans to meet our cash requirements. However, there is no assurance that any such financing will be available or if available, on terms that will be acceptable to us. We may not raise sufficient funds to fully carry out our business plan.10

assurance that any such financing will be available or if available, on terms that will be acceptable to us. We may not raise sufficient funds to fully carry out our business plan.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FINANCIAL STATEMENTS:

Balance Sheets

Statements of Operations

Statements of Changes in Stockholder’s Equity (Deficit)

Statements of Cash Flows

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

Taxus Pharmaceuticals Holdings, Inc.

We have audited the accompanying balance sheets of Taxus Pharmaceuticals Holdings, Inc. (the “Company”) as of June 30, ~~2016~~2017 and ~~2015~~2016, and the related statements of operations, changes in stockholder’s equity and cash flows for each of the years in the two year period ended June 30, ~~2016~~2017. Taxus Pharmaceuticals Holdings, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Taxus Pharmaceuticals Holdings, Inc. as of June 30, ~~2016~~2017 and ~~2015~~2016, and the results of its operations and its cash flows for each of the years in the two year period ended June 30, ~~2016~~2017, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements as of and for the years ended June 30, ~~2016~~2017 and ~~2015~~2016 have been prepared assuming the Company will continue as a going concern. As more fully described in Note 7 to the financial statements, the Company has no significant operations or assets and is dependent upon its major stockholder to provide sufficient working capital to maintain the integrity of the corporate entity. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 7. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

/s/ Wei, Wei & Co., LLP

Wei, Wei, & Co., LLP

Flushing, New York

~~October~~November 1317, ~~2016~~2017

TAXUS PHARMACEUTICALS HOLDINGS, INC.

BALANCE SHEETS (IN U.S. $)

JUNE 30, ~~2016~~2017 AND ~~2015~~2016

ASSETS		~~2016~~2017			~~2015~~2016
Current assets:
Cash and cash equivalents	$		295,~~310~~856	$		1329,~~773~~310
Inventory		~~24,157~~			~~38,529~~
Total current assets		53,467			52,302
Other assets:
Security deposit		10,488			10,488
TOTAL ASSETS	$		63,955	$		62,790

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses	$		75,916	$		40,688
Total current liabilities		75,916			40,688
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.00001 par value per share; 1,500,000,000 shares authorized; 81,500,200 shares issued and outstanding as of June 30, 2016 and 2015		815			815
Additional paid-in capital		573,602			340,305
(Deficit)		(586,378)			(319,018)
Total stockholders’ equity (deficit)		(11,961)			22,102
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$		63,955	$		62,790

24,157

Total current assets

5,856

53,467

Other assets:

Security deposit

3,000

10,488

TOTAL ASSETS

8,856

63,955


LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

Current liabilities:
Accounts payable and accrued expenses	$		62,515	$		75,916

Total current liabilities		62,515			75,916

Commitments and contingencies

Stockholders’ (deficit):
Common stock, $0.00001 par value per share; 1,500,000,000 shares authorized; 81,500,200 shares issued and outstanding as of June 30, 2016 and 2015		815			815
Additional paid-in capital		648,901			573,602
(Deficit)		(703,375)			(586,378)

Total stockholders’ (deficit)		(53,659)			(11,961)

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)	$		8,856	$		63,955

See accompanying notes to financial statements.

TAXUS PHARMACEUTICALS HOLDINGS, INC.

STATEMENTS OF OPERATIONS (IN U.S. $)

FOR THE YEARS ENDED JUNE 30, ~~2016~~2017 AND ~~2015~~2016

		2016			2015
		2017			2016
Revenues	$		615,~~218~~853	$		~~101~~61,~~125~~218
Cost of revenues		4625,~~344~~152			7246,~~232~~344
Gross profit		14,874			28,893
Gross (loss) profit		(19,299)			14,874
Operating expenses:
Selling and general and administrative expenses		~~282~~97,~~234~~698			~~255~~282,~~804~~234
Net (loss) before provision for income taxes		(282,234)			(226,911)
Net (loss)	$		(116,997)	$		(267,360)
Provision for income taxes		-			-
(Loss) per common share, basic and diluted	$		(0.00)	$		(0.00)
Net (loss)	$		(267,360)	$		(226,911)
Weighted average shares outstanding, basic and diluted		60,900,200			60,900,200
(Loss) per common share	$		(0.00)	$		(0.00)
Weighted average shares outstanding, Basic and diluted		60,900,200			60,900,200

See accompanying notes to financial statements.

1615

TAXUS PHARMACEUTICALS HOLDINGS, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ ~~EQUITY~~(DEFICIT) (IN U.S. $)

FOR THE YEARS ENDED JUNE 30, ~~2016~~2017 AND ~~2015~~2016

	Common Stock					Additional
	Shares		Amount			Paid-in Capital			(Deficit)			Total
Balance, June 30, 2014	200	$		10,000	$		70,115	$		(92,107)	$		(11,992)
Balance, June 30, 2015	81,500,200	$		815	$		340,305	$		(319,018)	$		22,102
Change in par value	-			(10,000)			10,000			-			-
Sale of common stock	81,500,000			815			80,685			-			81,500
Capital contribution	-			-			179,505			-			179,505
Net (loss)	-			-			-			(226,911)			(226,911)
Balance, June 30, 2015	81,500,200			815			340,305			(319,018)			22,102
Capital contribution	-			-			233,297			-			233,297
Net (loss)	-			-			-			(267,360)			(267,360)
Balance, June 30, 2016	81,500,200	$		815	$		573,602	$		(586,378)	$		(11,961)
Capital contribution	-			-			75,299			-			75,299
Net (loss)	-			-			-			(116,997)			(116,997)
Balance, June 30, 2017	81,500,200	$		815	$		648,901	$		(703,375)	$		(53,659)

See accompanying notes to financial statements.

1716

TAXUS PHARMACEUTICALS HOLDINGS, INC.

STATEMENTS OF CASH FLOWS (IN U.S. $)

FOR THE YEARS ENDED JUNE 30, ~~2016~~2017 AND ~~2015~~2016

		2016			2015
		2017			2016
Cash flows from operating activities:
Net (loss)	$		(~~267~~116,~~360~~997)	$			(~~226~~267,~~911~~360)
Change in operating assets and liabilities:
Decrease (increase) in inventory		14,372				(17,676)
Decrease in inventory		24,157				14,372
(Increase) in security deposit		-				(6,988)
Decrease in security deposit		7,488				-
Increase in accounts payable and accrued expenses		35,228				782
(Decrease) Increase in accounts payable and accrued expenses		(13,401)				35,228
Net cash (used in) operating activities		(~~217~~98,~~760~~753)				(~~250~~217,~~793~~760)
Cash flows from financing activities:
Proceed from sale of common stock		-				81,500
Capital contribution from stockholder		75,299				233,297
Capital contribution from stockholder		233,297				179,505
Net cash provided by financing activities		75,299				233,297
Net cash provided by financing activities		233,297				261,005
Net change in cash		(23,454)				15,537
Net change in cash		15,537				10,212
Cash, beginning of the year		29,310				13,773
Cash, beginning of the year		13,773				3,561
Cash, end of the year	$		5,856	$				29,310
Cash, end of the year	$		29,310	$				13,773
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$		-	$				-
Cash paid for interest	$		-	$				-

See accompanying notes to financial statements.

1817

TAXUS PHARMACEUTICALS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (IN U.S. $)

FOR THE YEARS ENDED JUNE 30, ~~2016~~2017 AND ~~2015~~2016

1. ORGANIZATION

ORGANIZATION

Taxus Pharmaceuticals Holdings, Inc. (formerly Little Neck Health Connection, Inc.) (the “Company”) is a New York Corporation organized on January 2, 2002. The Company is a specialty retailer, located in Little Neck, New York, selling vitamins, minerals, herbs, supplements, sports nutrition items and other health and wellness products.

On August 5, 2014, the sole stockholder (the “Seller”) of the Company entered into an Agreement with an outside individual (the “Buyer”) pursuant to which he sold all of the Company’s outstanding common stock for $105,000.

On September 22, 2014, the Company filed an amendment to its Certificate of Incorporation to change its name to Taxus Pharmaceuticals Holdings, Inc. and increase the number of authorized shares to 1,500,000,000, with par value $0.00001 per share. The Company issued 80,000,000 shares at $0.001 per share onin September 30, 2014, and issued 1,500,000 shares at $0.001 per share in October 2014.

On September 10, 2015, Mr. Jiayue Zhang, the sole officer and director and the largest shareholder of the Company, transferred his 41,619,800 shares of common stock ~~of the Company~~ which represents 51.07% of the total issued and outstanding shares of the Company, to Shanxi Taxus Pharmaceuticals Co., Ltd, a Chinese limited liability company (“Shanxi Taxus”). Mr. Zhang is also the general manager, director and controlling equity owner of Shanxi Taxus. Therefore, upon the completion of the share transfer, Mr. Zhang is still the beneficial owner of the 41,619,800 shares of common stock of the Company.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Presentation

The accompanying financial statements have been prepared on the accrual basis of accounting.

Cash and Cash Equivalents

The Company considers all liquid investments with an original maturity of three months or less that are readily convertible into cash, to be cash equivalents.

TAXUS PHARMACEUTICALS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (IN U.S. $)

FOR THE YEARS ENDED JUNE 30, 2017 AND 2016

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue Recognition

The Company’s revenues are primarily derived from the sale of vitamins, minerals, herbs, supplements, sports nutrition items and other health and wellness products. Revenue recognition policies comply with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605, Revenue Recognition, when persuasive evidence of arrangement exists, delivery of ~~services~~the product has occurred, the fee is fixed or determinable and collectability is reasonably assured.

Concentration of Credit Risk

19The Company maintains its cash accounts at a commercial bank. The Federal Deposit Insurance Corporation (“FDIC”) covers up to $250,000 per bank for substantially all depository accounts. At June 30, 2017, the Company did not have cash balances which were in excess of the FDIC insurance limit.

The Company maintains its cash accounts at a commercial bank. The Federal Deposit Insurance Corporation (“FDIC”) covers up to $250,000 per bank for substantially all depository accounts. At June 30, 2016, the Company did not have cash balances which were in excess of the FDIC insurance limit.

Net Earnings (Loss) Per Share

The Company computes net income (loss) per common share in accordance with FASB ASC 260, “Earnings Per Share” (“ASC 260”). Under the provisions of ASC 260, basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing net earnings by the weighted average number of common shares outstanding, plus common stock equivalents, if dilutive, resulting from convertible preferred stock, stock options and warrants. During the years ended June 30, ~~2016~~2017 and ~~2015~~2016, there were no common stock equivalents outstanding.

TAXUS PHARMACEUTICALS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (IN U.S. $)

FOR THE YEARS ENDED JUNE 30, 2017 AND 2016

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

The Company accounts for uncertain tax positions in accordance with ASC Section 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also prescribes direction on de-recognition, classification, interest and penalties in financial statements and related disclosures. The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized as of June 30, ~~2016~~2017 and ~~2015~~2016.

Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of June 30, ~~2016~~2017. The Company does not expect any significant changes in unrecognized tax benefits within twelve months of the reporting date.

Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurement, specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). In accordance with ASC 820, the following summarizes the fair value hierarchy:

Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

Level 2 Inputs – Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3 Inputs – Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements.

TAXUS PHARMACEUTICALS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (IN U.S. $)

FOR THE YEARS ENDED JUNE 30, ~~2016~~2017 AND ~~2015~~2016

2. ACCOUNTING POLICIES (CONTINUED)

ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments (continued)

FASB ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company did not identify any assets or liabilities that are required to be presented at fair value on a recurring basis. The carrying value of non-derivative financial instruments including cash, inventory, and accounts payable and accrued expenses approximated their fair values due to their short term nature.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Inventory

Inventories are stated at the lower of cost or market using a weighted average method which approximates the first-in, first-out (“FIFO”) method. The Company marks down its inventory for estimated unmarketable inventory equal to the difference between the cost of the inventory and the estimated net realizable value based on assumptions about the age of the inventory, future demand and market conditions. IfDuring ~~actual~~the ~~market~~year ~~conditions~~ended ~~are~~June ~~less~~30, ~~favorable than those projected by management~~2017, ~~additional inventory markdown may be required. There were no inventory markdowns for~~ the ~~years~~Company ~~ended~~wrote ~~June~~off 30$20,763 ~~2016~~of ~~and 2015~~inventory.

Property and Equipment

TAXUS PHARMACEUTICALS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (IN U.S. $)

FOR THE YEARS ENDED JUNE 30, ~~2016~~2017 AND ~~2015~~2016

3. RECENTLY ISSUED ACCOUNTING STANDARDS

~~RECENTLY~~In ~~ISSUED~~February ~~ACCOUNTING~~2017, ~~STANDARDS~~the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets. This ASU requires all entities to derecognize a business or nonprofit activity in accordance with Topic 810, and also requires all entities derecognize an equity method investment in accordance with Topic 860. The amendments in this ASU eliminate the scope exceptions, and simplifies GAAP. This ASU is effective for fiscal years beginning after December 15, 2017, including interim reporting periods within that reporting period. Public entities may apply the guidance earlier but only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company believes the standard will have no effect on its statement of cash flows.

In ~~February~~August 2016, the FASB issued ~~Accounting~~ASU ~~Standards Update No.~~ 2016-0215, ~~Leases.~~Statement ~~The~~of ~~new~~Cash ~~standard~~Flows ~~establishes~~(Topic a230): ~~right-~~Classification of~~-use~~ ~~(“ROU”)~~Certain ~~model~~Cash ~~that~~Receipts ~~requires~~and aCash ~~lessee~~Payments. toThis ~~record~~ASU aaddresses ~~ROU~~the ~~asset~~classification ~~and~~of acertain ~~lease~~specific ~~liability~~cash onflow ~~the~~issues ~~balance~~including ~~sheet~~debt ~~for~~prepayment ~~all~~or ~~leases~~extinguishment ~~with~~costs, ~~terms~~settlement ~~longer~~of ~~than~~certain 12debt ~~months.~~instruments, ~~Leases~~contingent ~~will~~consideration bepayments ~~classified~~made asafter ~~either~~a ~~finance~~business ~~or operating~~combination, ~~with~~proceeds ~~classification~~from ~~affecting~~ the ~~pattern~~settlement of ~~expense~~certain ~~recognition~~insurance inclaims ~~the~~and ~~income~~distributions ~~statement.~~received ~~The~~from ~~new~~equity ~~standard~~method investees. This ASU is effective for fiscal years beginning after December 15, ~~2018~~2017, ~~including~~and interim periods within those fiscal years., Awith ~~modified~~early ~~retrospective~~adoption ~~transition~~permitted. ~~approach~~An isentity ~~required~~that ~~for~~elects ~~lessees~~early ~~for~~adoption ~~capital~~must ~~and~~adopt ~~operating~~all ~~leases existing at, or entered into after, the beginning~~ of the ~~earliest~~amendments ~~comparative period presented~~ in the ~~financial~~same ~~statements, with certain practical expedients available~~period. WeThe ~~are~~Company ~~currently~~believes ~~evaluating~~ the ~~impact~~standard ofwill ~~our~~have ~~pending~~no ~~adoption~~effect ~~of the new standard~~ on ~~our~~its ~~consolidated~~statement ~~financial~~of ~~statements~~cash flows.

In ~~November~~April ~~2015~~2016, the ~~Financial Accounting Standards Board ("~~FASB") issued ~~Accounting Standards Update ("~~ASU") ~~ASU~~No. ~~2015~~2016-~~17-~~10, ~~Income~~Revenue ~~Taxes~~with ~~(Topic~~Contracts ~~740)~~with Customers: ~~Balance~~Identifying ~~Sheet~~Performance ~~Classification~~Obligations ~~of Deferred Taxes. This ASU addressed the simplification of the presentation of deferred income taxes. The amendments require that deferred tax liabilities~~ and ~~assets~~Licensing, bewhich ~~classified~~is asan ~~noncurrent~~amendment ~~in a classified statement of financial position. The amendments apply~~ to ~~all~~ASU ~~entities that present a classified statement of financial position~~No. ~~The~~2014-09 ~~current requirement~~ that ~~deferred~~clarifies ~~tax~~the ~~liabilities~~aspects ~~and assets~~ of aidentifying ~~tax-paying~~performance ~~component~~obligations ~~of an entity be offset~~ and ~~presented as a single amount is not affected by~~ the ~~amendments.~~licensing ~~For~~implementation ~~public~~guidance, ~~business~~while ~~entities,~~retaining the ~~amendments~~related ~~are~~principles ~~effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods~~ within those ~~annual periods~~areas. ~~Earlier~~The ~~application~~implementation isguidelines ~~permitted~~follow ~~for~~ASU ~~all~~No. ~~entities as of the beginning of an interim or annual reporting period~~2014-09. This accounting standard update is not expected to have a material impact on the Company’s financial statements.

In ~~March~~February ~~2015~~2016, the ~~Financial Accounting Standards Board ("~~FASB") issued Accounting Standards Update ~~("ASU")~~No. ~~ASU 2015~~2016-0302, –Leases. ~~Interest~~The –new ~~Imputation~~standard ofestablishes ~~Interest~~a ~~(Subtopic 835~~right-30of-use (“ROU”). ~~This~~model ~~ASU~~that ~~addressed~~requires ~~the~~a ~~simplification~~lessee ofto ~~debt~~record ~~issuance~~a ~~costs~~ROU ~~presentation~~asset byand ~~presenting~~a ~~them~~lease inliability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as aeither ~~direct~~finance ~~deduction~~or ~~from~~operating, ~~the~~with ~~carrying~~classification ~~amount~~affecting the pattern of expense recognition in the ~~debt~~income ~~liability~~statement. The new standard is effective for fiscal years beginning after December 15, ~~consistent~~2018, ~~with~~including ~~debt~~interim ~~discounts~~periods orwithin ~~premiums~~those fiscal years. ~~This~~A ~~accounting~~modified ~~standard~~retrospective ~~update~~transition approach is ~~not~~required ~~expected~~for tolessees ~~have~~with acapital ~~material~~and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact onof our pending adoption of the ~~Company’s~~new standard on our consolidated financial statements.

TAXUS PHARMACEUTICALS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (IN U.S. $)

FOR THE YEARS ENDED JUNE 30, 2017 AND 2016

4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

		June 30, 2016				June 30, 2015
		June 30, 2017				June 30, 2016
Professional fees		6735,851			3367,~~000~~851
Rent		725,~~365~~964			67,~~988~~365
Other		700			700
	$		7562,~~916~~515	$			4075,~~688~~916

5. COMMITMENTS

~~The~~In August 2016, the Company ~~leases~~entered ~~retail~~into ~~space~~a ~~from~~new lease, effective on August 1, 2016 to July 31, 2018, with an unrelated third party. The ~~under~~lease provides for renewal options for a ~~non-cancelable~~period ~~operating~~of two years. The old lease, ~~which~~was ~~expires~~terminated on ~~August~~July 3031, ~~2024~~2016. Future minimum rental payments under the lease subsequent to June 30, ~~2016~~2017 are as follows:

Year Ending June 30,
2017		44,265
2018		18,495
2018		45,593
2019		1,545
2019		46,961
	$	$ 20,040
2020		48,370
Thereafter		217,551
	$	$ 402,740

Total rent expense charged to operations was $4218,~~976~~599 and $4142,~~724~~976 for the years ended June 30, ~~2016~~2017 and ~~2015~~2016, respectively.

TAXUS PHARMACEUTICALS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (IN U.S. $)

FOR THE YEARS ENDED JUNE 30, 2017 AND 2016

6. INCOME TAX

The provision (benefit) for income taxes consisted of the following for the years ended June 30:

		2016			2015
		2017			2016
Current	$		-	$		-
Deferred		(~~246~~307,~~279~~726)			(~~133~~246,~~988~~279)
Valuation allowance		~~246~~307,~~279~~726			~~133~~246,~~988~~279
Income tax provision (benefit)	$		-	$		-

The following table reconciles the effective income tax rates with the statutory rates for the years ended June 30:

	2016		2015
	2017		2016
U.S. federal statutory rate	34.0	%	34.0	%
State and local taxes- net of federal benefit	89.08		89.08
Valuation allowance	(4243.08)		(4243.08)
Effective income tax rate	-	%	-	%

TAXUS PHARMACEUTICALS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (IN U.S. $)

FOR THE YEARS ENDED JUNE 30, 2017 AND 2016

6. INCOME TAX (CONTINUED)

Deferred tax assets ~~(liabilities)~~ are comprised of the following:

		June 30, 2016			June 30, 2015
		June 30, 2017			June 30, 2016
Deferred tax assets	$		246,279	$		133,988
Net operations loss carryforwards	$		307,726	$		246,279
Less: valuation allowance		(~~246~~307,~~279~~726)			(~~133~~246,~~988~~279)
Net deferred tax assets	$		-	$		-

At June 30, ~~2016~~2017, the Company had approximately $~~586~~703,000 of Federal net operating carryforward losses that may be available to offset future taxable income. The net operating loss carryforwards, if not utilized, will expire through ~~2036~~2037. The amount and availability of prior net operating loss carry-forwards may be subject to limitations set forth by the Internal Revenue Code.

The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Management believes that it is more likely than not that future benefits of the deferred tax asset will not be realized principally due to its continuing operating losses and has therefore established a full valuation allowance.

TAXUS PHARMACEUTICALS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS (IN U.S. $)

FOR THE YEARS ENDED JUNE 30, 2017 AND 2016

7. GOING CONCERN

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of American which contemplates the continuation of the Company as a going concern. The Company has incurred net (losses) of approximately ($~~267~~117,~~360~~000) and ($~~226~~267,~~911~~000) during the years ended June 30, ~~2016~~2017 and ~~2015~~2016, respectively. The recurring losses have resulted in ana ~~accumulated~~ deficit of ($~~586~~703,~~378~~375) and stockholders’ deficit of ($1153,~~961~~659) at June 30, ~~2016, respectively~~2017. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

While management is attempting to execute its strategy, the Company does not have the cash to support the Company’s daily operations and requires significant additional capital contributions from one of its major shareholders. While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to obtain additional debt or equity financing, further implement its business plan and to eventually generate sufficient revenues and net income to meet its obligations. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

During the next 12 months, the Company plans to:

24(1) Raise additional funds through equity financing.

(12) Renovate the store space to enhance its appearance and attractiveness to customers.

~~Raise~~(3) Hire ~~additional~~a ~~funds~~professional ~~through~~store ~~equity~~manager ~~financing~~to manage store operations.

(24) Obtain market research to improve product offerings that meet consumer demand.

Renovate the store space to enhance its appearance and attractiveness to customers.

(3) Hire a professional store manager to improve store operations.

(4)

Obtain market research to improve product offerings that meet consumer demand.

(5) Create a marketing program to drive and increase traffic to the store.

9The ability of the Company to continue as a going concern is dependent upon the Company’s ability to obtain additional debt or equity financing, further implement its business plan and to eventually generate sufficient revenues and net income to meet its obligations. ~~SUBSEQUENT~~The ~~EVENTS~~financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s management has performed subsequent events procedures through October 13, 2016, which is the date the financial statements were available to be issued. There were no subsequent events requiring adjustment to the financial statements or disclosures as stated herein.26

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

We have not had any disagreements with, or changes in, our independent accounting firm during the year ended June 30, ~~2016~~2017.

Item 9A. Controls and Procedures

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our sole director and officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on the evaluation performed, our management concluded that during the period covered by this report, our internal controls over financial reporting were not effective based on those criteria and due to the deficiency described below.

The material weaknesses in our disclosure control procedures are as follows: lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.

We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following: Establishing a formal review process of significant accounting transactions that includes participation of the our Chief Executive Officer and Chief Financial Officer and the Company’s corporate legal counsel

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer has concluded, based on his evaluation as of June 30, ~~2016~~2017, that the design and operation of our "disclosure controls and procedures" (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended ("Exchange Act")) were not effective to ensure that information required to be disclosed in the reports filed or submitted by us under the Exchange Act is accumulated, recorded, processed, summarized and reported to the management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding whether or not disclosure is required due to the deficiency described above.

Changes in internal control over financial reporting

During the annual period covered by this report, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. However, our management is currently seeking resolutions to improve our controls and procedures in an effort to remediate the deficiency described above.

Item 9B. Other Information

None.

2627

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The following sets forth information regarding our sole director and executive officer of the Company.

Name	Age	Title	Address
Jiayue Zhang	5859	President, Board Director, CEO, CFO		245-16 Horace Harding Expressway, Little Neck, NY 11362

Jiayue Zhang, age 5859, graduated from Shanxi Province Chinese Herbs and Medicine School in 1985. From February 1975 to December 1976, he worked in Shanxi Yuci Steel Plant as an assistant general manager in charge of the plant’s administrative affairs; from January 1977 to December 1979, he served as officer in the People’s Liberation Army of China; from January 1980 to July 1982, he served a deputy general manager in sales & marketing at Shanxi Province Medicine and Pharmaceutical Company, Yuci Branch; from August 1982 to August 1985, he served as administrative staff in charge of general administrations at Shanxi Chinese Medicine School; from September 1985 to April 1992, he served as the Director of Operation at Yuci Pharmaceutical Plant; from May 1992 to July 1993, he served as the Managing Director of Shanxi Medicine and Pharmaceutical Institute Research Pharmaceutical Plant; from August 1993 to July 2000, he served as Chairman of Board and General Manager of Shanxi Zanhua Pharmaceutical Company; from August 2000 to present, he served as the chairman of board of Shanxi Hongshan Pharmaceuticals Co., Ltd. Mr. Zhang has over 32 years’ management, sale and marketing experience in China’s pharmaceutical industry.

Currently we do not have any employment agreement with Mr. Jiayue Zhang.

Currently we hired Kathy Chow, a full time consultant on an independent contract basis, to manage the store.

Kathy Chow, age 44. In the past five years, from January 2009 to June 2012, she worked at JP Morgan Chase’s branch office in Brooklyn, New York as a business associate who handled office secretarial work, drafted business documents and communicated with customers. From July 2012 to August 2014, she worked at a deli cafe in Queens, New York, as a store manager and was in charge of the daily operations of the store and maintained customer relationship.

Involvement in Certain Legal Proceedings

To the knowledge of us, no executive officer or director has been involved in the last ten years in any of the following:

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

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

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

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

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

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

Board Meetings; Board Committees and Director Independence

The board of directors held no formal meetings during the most recently completed fiscal year. All proceedings of the board of directors were conducted by resolutions consented to in writing by the majority of the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the majority of the directors entitled to vote on that resolution at a meeting of the directors are, according to the corporate laws of the State of New York and our By-laws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

As of this date, Company’s board of directors has not appointed a nominating committee, audit committee or compensation committee, or committees performing similar functions nor does it have a written nominating, compensation or audit committee charter. The 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 the board of directors. Further, Company is not required to have an audit, compensation or nominating committee. Accordingly, Company does not have an “audit committee financial expert” as such term is defined in the rules promulgated under the Securities Act and the Exchange Act. The functions ordinarily handled by these committees are currently handled by the entire board of directors. The board of directors intends, however, to review the governance structure and institute board committees as necessary and advisable in the future, to facilitate the management of Company’s business.

We are not currently subject to any law, rule or regulation, however, requiring that all or any portion of our board of directors include “independent” directors.

We do not have any defined policy or procedure requirements for stockholders to submit recommendations or nominations for directors. We do 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 board of directors assesses all candidates, whether submitted by management or stockholders, and makes recommendations for election or appointment.

We intend to appoint such persons and form such committees as are required to meet the corporate governance requirements imposed by a U.S. national securities exchange. Therefore, we intend that a majority of our directors eventually will be independent directors and at least one of our new independent directors will qualify as an “audit committee financial expert.” Additionally, we will adopt charters relative to each such committee.

our directors eventually will be independent directors and at least one of our new independent directors will qualify as an “audit committee financial expert.” Additionally, we will adopt charters relative to each such committee.

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 face page of this Prospectus. We do not have a policy regarding the attendance of board members at the annual meeting of stockholders.

Currently we do not have any director who is considered “independent” as the term is used in Item 407(a) of Regulation S-K promulgated under the Securities Act. We are not currently subject to any law, rule or regulation, however, requiring that all or any portion of our board of directors include “independent” directors.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during the year ended June 30, ~~2016~~2017, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, though some were filed late.

Item 11. Executive Compensation

The Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal periods ended June 30, ~~2016~~2017 and ~~2014~~2016. Other than as set forth herein, no executive officer’s salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred.

Name and Principal Position		Year	Salary	Bonus	Option Awards	Total
			(In USD)			(In USD)
Jiayue Zhang	President, Board Director, CEO, CFO	~~2015~~2017 ~~2014~~2016	$0	$0	$0	$0

Outstanding Equity Awards at Fiscal Year-End

None

Stock Option and Awards Plan

None

Director Compensation

We do not pay director compensation for services as director.

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

The following table sets forth certain information concerning the number of Company common shares owned beneficially by: each person known or believed by us to own, directly or beneficially, more than 5% of our common stock, our director, and all of our officer and director as a group. Unless otherwise indicated, the stockholders listed possess sole voting and investment power with respect to the common shares shown.


Name and Address of Beneficial Owners (a)			Amount and Nature of	Percent of Class (b)
			Beneficial Ownership
Director and Executive Officer
Name	Title	Address

Jiayue Zhang (c)	President, Board Director, CEO, CFO	245-16 Horace Harding Expressway, Little Neck, NY 11362	25,169,800	30.88%
Officer and Director as a group			25,169,800	30.88%

Greater Than 5% Shareholders		Address

Jiayue Zhang (c)		245-16 Horace Harding Expressway, Little Neck, NY 11362	25,169,800	30.88%
Shanxi Taxus Pharmaceuticals Co., Ltd (c)		12th Floor, Room 1202， Jinshang International Golden Tower Yuci District, Jinzhong City Shanxi Province, China 030600	25,169,800	30.88%
Chunhou Du		No.8 Zaipingcun 4 Zu, Hongshan Xiang, Xigong Distrct, Luoyang Henan 471041 China	4,200,000	5.15%
Changlong Yuntong (Beijing) Securities Investment Fund Management Co, Ltd.		Room 1001, Floor 10, No.9 Building No. 93 Jianguo Road, Chaoyang District Beijing 030600 China	15,000,000	18.40%
Hongshan Energy Services ( Taiyuan ) Co., Ltd.		Anyeshangwu Building C, Suite 106, No.50 Shuangtaxijie, Taiyuan Shanxi 030000 China	4,280,400	5.25%
Shanghai Hongling Medical Technology Co., Ltd.		No.2 Building, Suite 536, Riyingnanlu, Shanghai, Pilot Free Trade Zone Shanghai 200000 China	4,300,000	5.28%
As a group			52,950,200	64.96%

(a) Pursuant to Rule 13d-3 under the Exchange Act, a person has beneficial ownership of any securities as to which such person, directly or indirectly, through any contract, arrangement, undertaking, relationship or otherwise

Pursuant to Rule 13d-3 under the Exchange Act, a person has beneficial ownership of any securities as to which such person, directly or indirectly, through any contract, arrangement, undertaking, relationship or otherwise has or shares voting power and/or investment power or as to which such person has the right to acquire such voting and/or investment power within 60 days.31

~~(b)~~has or shares voting power and/or investment power or as to which such person has the right to acquire such voting and/or investment power within 60 days.

(b) Calculated based on 81,500,200 Shares of Common Stock issued and outstanding as of ~~October~~November 1312, ~~2016~~2017. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of the shares.

(c) Mr. Jiayue Zhang is the general manager, director and controlling equity owner of Shanxi Taxus. Therefore upon the completion of the share transfer, Mr. Jiayue Zhang is still the beneficial owner of the 25,169,800 shares of common stock of the Company.

Mr. Jiayue Zhang is the general manager, director and controlling equity owner of Shanxi Taxus. Therefore upon the completion of the share transfer, Mr. Jiayue Zhang is still the beneficial owner of the 25,169,800shares of common stock of the Company.

Currently, our primary source of outside funding is the support from our officer and shareholder Jiayue Zhang. Jiayue Zhang has entered into an agreement on September 1, 2014, in which he agreed to provide funds to support the Company’s operations for the next two years from September 1, 2014 to September 1, 2016. Jiayue Zhang has agreed to continue to provide funds to support the Company’s operations after September 1, 2016.

Review, Approval or Ratification of Transactions with Related Parties

We did not have any policies or procedures in place with respect to the review and approval or ratification of the related party transactions that have been described. We believe that all transactions with related parties were on terms no less favorable than could have been obtained from third parties.

Item 14. Principal Accountants Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended June 30, ~~2016~~2017 and for fiscal year ended June 30, ~~2015~~2016 for professional services rendered by Wei, Wei & Co., LLP 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 June 30
	2016		2015
	2017		2016
Audit Fees		$ 34,000		$ 34,000
Audit Related Fees		46		46
Tax Fees		-		-
All Other Fees		-		-
Total		$ 34,046		$ 34,046

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


Exhibit No.		Description
3.1		Articles of Incorporation and Amendments*
3.2		Bylaws*
5.1		Legal Opinion by Bernard & Yam, LLP
23.1		Auditor Consent by Wei, Wei & Co, LLP
10.1		Lease Agreement**
10.2		Consulting Agreement with Kathy Chow**
10.3		Agreement with Mr. Jiayue Zhang regarding continuing support**
31.1		Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
31.2		Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
32.1		Certification of the Company's Chief Executive Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Chief Financial Officer Pursuant to 18 U.S.C. SS. 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		The following materials from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) Notes to Consolidated Financial Statements.

*Incorporated by reference to the Form S-1 Registration Statement filed on November 26, 2014.

**Incorporated by reference to the Amendment No.2 to the Form S-1 Registration Statement filed on January 30, 2015.

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.

Taxus Pharmaceuticals Holdings, Inc

(Registrant)

October 13, 2016	/s/ Jiayue Zhang
November 17, 2017	/s/ Jiayue Zhang
	Jiayue Zhang
	Chief Executive Officer, Chief Financial Officer
	(Principal Executive Officer and Principal Accounting Officer)

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Filing Compare · TAXUS PHARMACEUTICALS HOLDINGS, INC.