UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 10-K

x☒ ~~ANNUAL~~Annual ~~REPORT~~report ~~PURSUANT~~pursuant TOto ~~SECTION~~Section 13 ORor 15(d) OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934 for the fiscal year ended December 31, 2019

~~For the fiscal year ended December 31, 2010~~or

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

¨For ~~TRANSITION~~the ~~REPORT~~transition ~~PURSUANT~~period TOfrom ~~SECTION~~________ 13to ~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~_________

~~For~~Commission ~~the~~File ~~transition~~Number: ~~period from ____________ to ____________~~ 333-161941

~~Commission~~KEMIAO ~~File~~GARMENT ~~No.: 333-161941~~HOLDING GROUP

~~AIVTECH~~(Exact ~~INTERNATIONAL~~name ~~GROUP~~of ~~CO.~~registrant as specified in its charter)

(Exact name of Registrant as specified in its charter)

Nevada		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

6910 S. Cimarron Rd. Suite 240 Las Vegas, NV		89114
(Address of principal executive offices)		(Zip Code)

~~Nevada~~+86 ~~N/A~~ (~~State or other jurisdiction of incorporation or organization~~021) ~~(IRS Employer Identification Number)~~3893-2525

1305 East, Hightech Plaza, Phase 2, Tian'an Cyber Park

Futian District, Shenzhen City, Guangdong Province, China

(Address of principal executive offices)

+86 (139) 2349-3889

(Registrant’s telephone number, including area code)

~~Securities~~Not ~~registered pursuant to Section 12(b) of the Act: None~~Applicable

~~Securities~~(Former ~~registered~~name, ~~pursuant~~former toaddress ~~Section 12(g)~~and offormer fiscal ~~the~~year, ~~Act:~~ if changed since last report)

~~Common~~Securities ~~Stock,~~registered ~~$0.001~~pursuant ~~par~~to ~~value~~Section 12(b) ~~per~~of ~~share~~the Act:

~~Indicate~~Title byof ~~check~~each ~~mark~~Class ifTrading ~~the~~Symbol ~~registrant~~Name isof aeach ~~well-known~~exchange ~~seasoned~~on ~~issuer,~~which asregistered ~~defined~~None inN/A ~~Rule 405 of the Securities Act. Yes ¨ No x~~N/A

Indicate by check mark if the registrant is ~~not~~a ~~required~~well-known toseasoned ~~file~~issuer, ~~reports~~as ~~pursuant~~defined toin ~~Section 13~~Rule or405 ~~Section 15(d)~~ of the Securities Act. Yes ¨ ☐ No x

Indicate by check mark ~~whether~~if the registrant is ~~(1) has~~not ~~filed all reports~~ required to befile ~~filed~~reports bypursuant to Section 13 or 15(d) of the ~~Securities Exchange~~ Act ~~of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days~~. Yes x ☐ No ¨ x

Indicate by check mark whether the registrant (1) has ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its corporate website, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section ~~pursuant~~13 toor ~~Rule~~15(d) ~~405~~ of the ~~Regulation~~Securities ~~S-T~~Exchange ~~(§232.405~~Act of ~~this~~1934 ~~chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such filing ~~files)~~requirements for the past 90 days. Yes ¨ x No ¨ ☐

Indicate by check mark ifwhether ~~disclosure~~the ofregistrant has ~~delinquent~~submitted ~~filers~~electronically ~~pursuant~~every toInteractive ~~Item~~Data ~~405~~File ofrequired ~~Regulation~~to ~~S-K is not contained herein, and will not~~ be ~~contained,~~submitted pursuant to ~~the~~Rule ~~best~~405 of ~~Registrant’s~~Regulation ~~knowledge,~~S-T in(§ 232.405 of ~~definitive~~this ~~proxy~~chapter) orduring ~~information~~the ~~statements~~preceding ~~incorporated~~12 bymonths ~~reference~~(or infor ~~Part~~such ~~III~~shorter ofperiod ~~this~~that ~~Form~~the ~~10-K~~registrant orwas ~~any~~required ~~amendment~~ to ~~this~~submit ~~Form~~such ~~10-K~~files). ¨ Yes x No ☐

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

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

~~Indicate~~If an emerging growth company, indicate by check mark ~~whether~~if the ~~Registrant~~registrant ishas aelected ~~shell~~not ~~company~~to ~~(as~~use ~~defined~~the inextended ~~Rule~~transition ~~12b-2~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act~~) Yes ¨ No x~~. ☐

~~The~~Indicate ~~aggregate~~by ~~market~~check ~~value~~mark ofwhether the registrant’s is ~~voting~~a ~~common~~shell ~~stock~~company ~~held by non-affiliates~~ (as ofdefined ~~June~~in ~~30,~~Rule ~~2010~~12b-2 ~~based~~of ~~upon~~ the ~~closing~~Act). ~~price~~Yes ~~reported~~☐ ~~for such date was $46,418,060 (close price: $5.20).~~No x

As of March 3111, ~~2011~~2020, ~~the~~there ~~registrant had 22~~were 62,~~513,334~~942 shares outstanding of ~~its~~the registrant’s common stock ~~issued and outstanding~~.

~~Documents~~KEMIAO ~~Incorporated~~GARMENT byHOLDING ~~Reference: None.~~ GROUP

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

			PAGE
		Page
	PART I
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS		ii
ITEM 1.	Business.		1
PART I
ITEM 1A.	Risk Factors.		9
Item 1.	Description of Business	1
ITEM 2.	Properties.		9
Item 1A.	Risk Factors	3
ITEM 3.	Legal Proceedings.		9
Item 1B.	Unresolved Staff Comments	6
ITEM 4.	(Removed and Reserved).		9
Item 2.	Properties	6
	PART II
Item 3.	Legal Proceedings	6
ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		9
Item 4.	Mine Safety Disclosures	6
ITEM 6.	Selected Financial Data.		10
PART II
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.		10
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	7
ITEM 8.	Financial Statements and Supplementary Data.		16
Item 6.	Selected Financial Data	7
ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.		16
Item 7.	Management’s Discussion and Analysis Of Financial Condition and Results of Operation	7
ITEM 9A.	Controls and Procedures.		17
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	10
ITEM 9B.	Other Information.		18
Item 8.	Financial Statements and Supplementary Data	11
	PART III
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	12
ITEM 10.	Directors, Executive Officers and Corporate Governance.		19
Item 9A.	Controls and Procedures	12
ITEM 11.	Executive Compensation.		22
Item 9B.	Other Information	12
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.		23
PART III
ITEM 13.	Certain Relationships and Related Transactions.		24
Item 10.	Directors, Executive Officers and Corporate Governance	13
ITEM 14.	Principal Accounting Fees and Services.		24
Item 11.	Executive Compensation	15
	PART IV
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
ITEM 15.	Exhibits, Financial Statement Schedules.		25
Item 13.	Certain Relationships and Related Transactions	16
SIGNATURES			26
Item 14.	Principal Accountant Fees and Services	17
PART IV
Item 15.	Exhibits; Financial Statement Schedules	18
SIGNATURES		19

~~FORWARD LOOKING STATEMENTS~~i

~~This~~CAUTIONARY NOTE ~~annual~~ABOUT ~~report contains forward~~FORWARD-~~looking~~LOOKING statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. 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” and the risks set out below, any of which 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. These risks include, by way of example and not in limitation:STATEMENTS

●FORWARD ~~the~~LOOKING ~~uncertainty~~INFORMATION ofMAY ~~profitability based upon our history of losses;~~PROVE INACCURATE

●THIS ~~risks~~ANNUAL ~~related~~REPORT toON ~~failure~~FORM to10-K ~~obtain~~CONTAINS CERTAIN ~~adequate~~FORWARD-LOOKING ~~financing~~STATEMENTS onAND aINFORMATION ~~timely~~RELATING ~~basis~~TO ~~and~~US onTHAT ~~acceptable~~ARE ~~terms~~BASED toON ~~continue~~THE asBELIEFS ~~going~~OF ~~concern;~~MANAGEMENT, AS WELL AS ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY AVAILABLE TO US. WHEN USED IN THIS DOCUMENT, THE WORDS “ANTICIPATE,” “BELIEVE,” “ESTIMATE,” “SHOULD,” “PLAN,” AND “EXPECT” AND SIMILAR EXPRESSIONS, AS THEY RELATE TO US, ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS REFLECT OUR CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS, INCLUDING THOSE DESCRIBED IN THIS ANNUAL REPORT ON FORM 10-K. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED HEREIN AS ANTICIPATED, BELIEVED, ESTIMATED, PLANNED OR EXPECTED. WE DO NOT INTEND TO UPDATE THESE FORWARD-LOOKING STATEMENTS.

~~● risks related to our international operations and currency exchange fluctuations; and~~ii

● other risks and uncertainties related to our business plan and business strategy.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. 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.

References in this annual report to “we”, “us”, “our”, the “Company” refer to AIVtech International Group Co., unless otherwise indicated.

References to China or the PRC refer to the People’s Republic of China.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common stock” refer to the common shares in our capital stock.

PART I

ITEM 1. ~~BUSINESS~~ Business

~~Company~~Description ~~Overview~~of Business

~~AIVtech~~The ~~International Group Co. (“we,” “us,” “our,” “AIVtech,” or the “~~Company”) was ~~incorporated~~organized ~~pursuant~~under tothe laws of the ~~laws~~State of Nevada on December 18, 2007. ~~Through~~under ~~our~~the ~~PRC~~name ~~subsidiaries,~~of weEcochild ~~engage~~Inc. inThe ~~the~~Company ~~business~~engaged ofin ~~designing,~~the ~~manufacturing~~design and ~~selling~~manufacturing of ~~electronic~~ furniture audio series, ~~digital/~~multimedia speakers, and ~~LCD/~~LED ~~television~~business ~~under our own products brand – AIV, which stands for Audio & Interactive Video. Besides our own AIV brand, we also specialize~~ in ~~both Original Equipment Manufacturing (“OEM”) and Original Design Manufacturing (“ODM”) services~~China. ~~We integrate two traditional industries, which are electronics industry and furniture industry, into a new industry – electronic furniture industry.~~

WeOn ~~generate~~May revenues mainly from the sales of electronic furniture and digital/multimedia speakers. The production of LCD/LED television started in late April 2010. Our net sales revenues for the year ended December 3121, 2010 ~~was approximately $68.3 million~~, ~~representing a 77.6% growth from~~ the ~~year~~Company ~~ended~~changed its ~~December~~name ~~31,~~to ~~2009~~Aivtech ~~with~~International ~~net~~Group ~~sales revenues of approximately $38~~Co.5 ~~million. Our~~In ~~net~~March ~~income~~2011, ~~for~~ the ~~year~~Company’s ~~ended~~formed ~~December~~a 31new subsidiary, ~~2010~~Henan ~~was~~AIVtech ~~approximately $11.3 million~~Technology Company, ~~an increase of 52~~Ltd.~~42%~~, ~~comparing~~Henan toAIVtech ~~our~~had ~~net~~no ~~income of approximately $7~~operations.~~47 million for the year ended December 31, 2009.~~

~~Corporate~~Business ~~History~~operations for Aivtech International Group Co and its subsidiaries were abandoned by former management and a custodianship action was commenced in 2016.

WeOn ~~were incorporated pursuant to the laws of Nevada on~~ December 1824, ~~2007~~2018, ~~under~~ the ~~name~~Custodian entered ~~Ecochild~~into ~~Inc.~~a ~~Our~~Stock ~~original~~Purchase ~~plan~~Agreement ~~was~~with toWorld ~~build~~Capital aHolding, ~~diverse portfolio of organic~~Ltd., ~~health~~whereby ~~and~~World ~~wellness~~Capital ~~grocery~~Holding, ~~products~~Ltd. ~~manufactured~~purchased by40,000,000 shares ~~small~~of ~~and~~restricted ~~mid~~common ~~size~~stock. ~~North~~These ~~American~~shares ~~manufacturers~~represent ~~and sell them to~~ the ~~European~~controlling ~~market~~block ~~through a network~~ of ~~local and national distributors~~stock.

On ~~July~~May 3116, ~~2009~~2019, wethe ~~completed~~Company achanged its ~~private~~name ~~placement~~from ~~whereby~~Aivtech weInternational ~~issued~~Group ~~3,625,000~~Co. ~~shares of common stock~~ to 29Kemiao ~~non-U.S.~~Garment ~~investors~~Holding atGroup $0(“Kemiao”).~~008~~ ~~per~~The ~~share~~Company ~~raising~~will anbe ~~aggregate~~in ~~amount of $29,000 under Regulation S of~~ the business ~~Securities Act~~ of ~~1933.~~technology Onintegration ~~September~~and ~~16, 2009, we filed an S-1 registration statement to register all of the 3,625,000 shares of common stock issued in the private placement~~ecology. ~~The S-1 registration statement was declared effective on December 10, 2009.~~

OnKemiao is ~~April~~focused ~~16,~~on ~~2010,~~creating ~~our~~two ~~majority~~prongs ~~shareholders~~of ~~entered~~business ~~into~~development ~~certain~~(the ~~stock~~“Business ~~purchase~~Combination”). ~~agreements~~First, ~~with~~we ~~Jie~~are ~~Zhang,~~a ~~pursuant~~clothing toplatform that ~~which~~connects ~~Jie~~the ~~Zhang~~whole ~~purchased~~of athe ~~total~~clothing ofchain ~~5,900,000~~industry. ~~shares,~~This ~~which~~includes ~~represented~~the ~~61.3%~~chain of ~~our~~development, ~~outstanding~~design, ~~common~~production ~~stock~~and atsales. Secondly, we incorporate the ~~time~~agriculture ofplatform ~~the~~in ~~transaction~~which ~~from~~we integrate the ~~majority~~entire ~~shareholders~~agriculture process, ~~for~~from acontrol ~~total~~ of ~~$29,500.~~planting Inand ~~connection~~procurement through ~~with~~ the ~~change~~sale of ~~control~~the ~~and~~product. The ~~pursuant~~Company intends to ~~the~~acquire ~~stock~~private ~~purchase~~corporations ~~agreements,~~that ~~Galina~~are ~~Birca~~involved ~~resigned~~in asIT ~~our president~~apparel platform, ~~chief~~fashion ~~executive~~manufacturing ~~officer~~industry, ~~and~~IT ~~director~~agriculture platform, and ~~Vladimir~~agriculture ~~Enachi~~production ~~resigned~~industry, asthat ~~our~~are ~~chief~~organized ~~financial~~under the ~~officer~~laws ~~and~~of ~~director~~the ~~effective~~Republic ~~immediately.~~of MrChina. ~~Jie~~Upon ~~Zhang~~consummation, ~~was~~the ~~appointed~~Company, asthrough ~~our~~its ~~sole~~wholly-owned ~~director~~subsidiaries, will be involved in manufacturing, R&D, sales, and ~~officer~~service ~~effective~~in ~~immediately~~fashion related industry.

OnSubject May 12, 2010, we entered into a share exchange agreement with AIVtech Holding (Hong Kong) Limited, or AIVtech-HK, a company that is in the business of designing, manufacturing and selling electronic furniture, digital/multimedia speakers, and LCD/LED television. Pursuant to ~~the~~available ~~terms of the share exchange agreement~~capital, ~~we acquired all of~~ the ~~outstanding~~Company intends ~~shares of AIVtech-HK from its shareholders. In exchange, we issued~~ to ~~the~~invest ~~shareholders~~in ~~of AIVtech-HK, their designees or assigns, an aggregate of 10,375,000 shares or 51.88% of the shares of our common stock at the time of the transaction, at $0.005 per share;~~ and ~~paid~~form ~~cash~~joint ofventures ~~$3,948,125 to the AIVtech shareholders~~ in the ~~form~~following ofareas ~~promissory note payable within twelve months~~ of ~~the~~clothing ~~close~~and ~~of the transaction. Pursuant to the share exchange agreement, AIVtech-HK became our wholly-owned subsidiary.~~agriculture:

AIVtech-HK is a holding company incorporated under the laws of Hong Kong on November 4, 2005 with subsidiaries engaged in manufacturing casual furniture audio series, multimedia speakers, and LED. AIVtech-HK owns 100% of AIVtech-Shenzhen, a company incorporated on October 26, 2004 under the laws of the PRC. AIVtech-Shenzhen owns 70% of AIVtech-Dongguan, a company incorporated on December 25, 2009 under the laws of the PRC. AIVtech-Shenzhen was owned by Jinlin Guo and Lanbin Ding holding 87.5% and 12.5% of the shares, respectively. On March 30, 2010, Jinlin Guo transferred all the 87.5% interest to AIVtech-HK in exchange for RMB 4,375,000 (or $0.64 million), and Lanbin Ding transferred all the 12.5% interest to AIVtech-HK in exchange for RMB 625,000 ($0.9 million). AIVtech-Shenzhen became a wholly-owned subsidiary of AIVtech-HK and a wholly foreign owned enterprise in the PRC after the transaction.Clothing

As· aUse ~~further condition~~ of ~~the~~high-grade acquisition, Jie Zhang resigned as our sole officer and director, and Jinlin Guo and Yilin Shi were appointed as our directors and Jinlin Guo, Yilin Shi and Teli Liao were appointed as our officers effective immediately.fabrics

~~Simultaneously~~· ~~with the acquisition, we also changed our name from “Ecochild Inc.” to “AIVtech International Group Co.” and changed our fiscal year end from October 31 to December 31.~~Manufacturing

On· ~~September~~Build ~~10,~~platforms ~~2010, we amended Section 6(b) of our Bylaws from “Except as otherwise provided~~ in ~~these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of~~ the ~~Corporation”~~following to “Except as otherwise provided in these Bylaws, the holders of a majority of the shares of the Corporation issued and outstanding and entitled to vote at any meeting of the shareholders shall constitute a quorum at such meeting for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or series, voting as a class, the holders of a majority of the shares of such class or series shall constitute a quorum for the transaction of such specified item of business.”areas:

1· Marketing and Social Media

On· ~~December~~Supply ~~29,~~chain 2010, we entered into a subscription agreement with certain accredited investors for the issuance and sale in a private placement of investment units, each unit consisting of one share of our common stock, $.001 par value per share and a warrant to purchase one-tenth of one share of common stock, for aggregate gross proceeds of $7,540,000. The purchase price per unit was $3.00. In the aggregate, we issued to the investors a total of 2,513,334 shares of common stock and five-year warrants to purchase up to an additional 251,334 shares of common stock at an exercise price of $4.00 (the “Investor Warrants”). We also paid to Global Hunter Securities, LLC, our placement agent in connection with the offering (the “Placement Agent”), a fee of $150,800 and issued to the Placement Agent five-year warrants to purchase a total of 50,267 shares of common stock at an exercise price of $4.00 per share (the “Placement Agent Warrants”).software

~~Organization~~· &Mobile ~~Subsidiaries~~apps

The Company’s organizational structure was developed to permit the infusion of foreign capital under the laws of the PRC and to maintain an efficient tax structure, as well as to foster internal organizational efficiencies. The Company’s organization structure is summarized in the figure below:Agriculture

~~Market~~· ~~Summary~~Owning land under cultivation

~~International~~· ~~Market~~Contract farming under cultivation

~~Electronic~~· ~~Furniture: Audio~~Build ~~gaming~~platforms ~~chair is a popular product~~ in the ~~electronic~~following furniture industry. It targets the audio-visual entertainment, especially the video game markets. In conformity with the need for innovation which is the trend in this industry, the new furniture audios launched by AIV in 2005 incorporate the Video Gaming Chair with Built-in Speakers and Vibration, as well as the Leisure Furniture with Built-in Audio/ Video System. The new product became popular after its debut in the European and the U.S. markets in 2006. The product has also developed a market in China, Australia and Southeast Asia countries. There are still many potential markets waiting to be explored.areas:

~~Multimedia/~~· ~~Digital~~Marketing ~~Speakers: At present, the global speakers market is dominated by a certain number of manufacturers with large production capacity~~ and ~~leading~~Social ~~technologies. These manufacturers mainly based in the United States, Japan and European countries. Many of those companies outsource their manufacturing to China.~~Media

~~LED/LCD~~· ~~Television:~~Supply ~~According~~chain to a conservative estimate by Displaybank, a global authority in market research and consulting for the display and solar industries, the number of LEDs sold in 2008 was around 200,000 units, while the number is expected to increase to more than 32 million units in 2010. The compound annual growth rate (“CAGR”) of a 5-year period from 2008 to 2013 is 272%. The number of global sales of LEDs in 2013 is estimated to be 156 million units. (Source: http://www.jilin.cei.gov.cn/news/viewArticle.html?id=402880a8259f667001260694196e0c60)software

2· Mobile apps

~~Chinese~~· ~~Domestic~~Agriculture ~~Market~~extraction, processing and packaging

Furniture audios: The video game especially the online video game industry started late in China but is growing rapidly. Since 2000, its annual growth rate has exceeded 50%. Nowadays, more and more video game companies are entering into the Chinese market with many large companies also establishing branch offices or studios in China.1

~~Multimedia/ Digital Speakers: China is the country with the largest production and distribution of multimedia/ digital speakers in the world.~~ The ~~Pearl~~Company ~~River~~intends ~~Delta region of China is the location of speaker manufacturers which produce 70% of the world’s speakers. Many big multimedia speakers companies outsource their manufacturing~~ to ~~companies~~implement inits ~~China~~business ~~(Source:~~plan ~~Canton~~through ~~and Hong Kong Information Daily~~acquisitions. As ~~http://finance.sina.com.cn/g/20030801/1501390264.shtml). Most~~ of ~~these manufacturers are original equipment manufacturers with no brands of their own, and they depend solely on exports. The co-existence of genuine and counterfeit products reflects~~ the ~~current~~time ~~real situation~~ of ~~the~~this ~~Chinese speakers industry. However~~filing, the ~~speakers~~Company ~~market~~has isnot ~~relatively~~identified ~~stable.~~any ~~The~~potential ~~innovation of both the products and business model are the key factors to success for the domestic speaker manufacturers~~acquisitions.

~~LED/LCD~~In ~~Television:~~light ~~According to a survey by the Consumption Electronic Products Investigation Office~~ of the ~~China~~current ~~Electronic~~health ~~Chamber of Commerce~~concerns, ~~75% of~~ the ~~domestic~~Company ~~television~~also ~~consumers pay attention~~ intends to ~~LED~~entrust ~~products~~manufacturers ~~and~~in ~~34%~~China ~~of them have plans~~ to ~~purchase~~produce ~~LED~~and ~~products~~sell insecondary ~~2010~~medical ~~(Source:~~equipment ~~2010-2015~~such ~~China~~as ~~LCD~~N95 ~~Television~~masks ~~Market Investment Analysis~~ and ~~Forecast~~protective ~~Report)~~clothing.

~~Products~~Competition

~~Currently~~Our company competes in both the clothing and agriculture spaces, include weprofessional ~~classify~~growers ~~our~~and sellers of products ~~into~~and ~~three~~services dedicated ~~main~~to ~~categories:~~the ~~Electronic~~regulated ~~Furniture~~agriculture industry, ~~Multimedia/Digital~~including ~~Speaker~~the cultivation, manufacturing, processing, retail sales, Social Media and ~~LCD/LED~~platform ~~Television~~competition. We compete in markets where clothing fashion and agriculture is regulated. The quantity and composition of our competitive environment will continue to evolve as the industry matures. Additionally, increased competition is possible to the extent that new geographies enter the marketplace as a result of continued enactment of regulatory and legislative changes. We believe that diligently establishing and expanding our business combination on new platforms will establish us in an already established industry. Additionally, we expect that establishing our product offerings on new platforms are factors that mitigate the risk associated with operating in a developing competitive environment. Additionally, the contemporaneous growth of the industry as a whole will result in new customers entering the marketplace, thereby further mitigating the impact of competition on our future operations and results.

A)We compete ~~Electronic~~in ~~Furniture~~the retail clothing market; this will be accomplished through the acquisition of companies that design and manufacture both adult and children’s clothes. The National General Safety Technical Code for Textile Products developed safety regulations for textiles sold in China. These regulations include testing and compliance to assure our clothes and decorative textiles sold in China meet the industry standard requirements to control hazardous substances in textile products, improve textile product quality, ensure people's basic safety and health and to enforce the general safety and technical specifications.

~~Our~~We also ~~casual~~compete ~~furniture~~in ~~audio~~the ~~has~~agriculture ~~made~~market; athis ~~creative~~will ~~combination~~be ofaccomplished ~~two~~through traditional industries: electronic audio-visual entertainment industry and furniture industry. Our electronic furniture not only supplies customers with a super-sensory audio-visual enjoyment, but also brings convenience for home-living. Among the ~~furniture~~acquisition ~~audio~~of ~~field,~~companies ~~the product~~ that ~~develops~~practice ~~the~~farming, ~~most rapidly is~~ including the ~~exclusive~~growing ~~audios~~of ~~for~~crops ~~video~~and ~~game chair. This product is mainly for~~ the ~~video~~rearing ~~game~~of ~~and~~animals ~~audio-visual entertainment markets. The video game chair can be easily connected~~ to ~~video~~provide ~~game~~food, ~~consoles~~wool, and ~~digital~~other ~~music players etc~~products. The ~~video~~agriculture industry, ~~especially the network video game industry, had a late start in China, but it~~ is anregulated by ~~industry~~the ~~that~~Ministry ~~has~~of ~~experienced~~Agriculture ~~rapid~~and ~~growth.~~Rural ~~The~~Affairs ~~annual~~of ~~growth rate has exceeded 50% since~~ the ~~year~~People’s ~~2000~~Republic ~~(Source:~~of China ~~Securities Journal~~. ~~http://stock.stockstar.com/GA2006082200299559.shtml).~~The ~~Publishers~~regulations ~~and~~include ~~developers~~testing for ~~video~~overuse of ~~game~~pesticides, ~~all~~testing ~~over~~for ~~the~~harmful ~~world are now entering the Chinese market at a fast pace. Many big game publishing companies are establishing branches~~ or ~~studios~~poisonous substances in ~~China.~~excess ~~Because~~ of the ~~huge~~prescribed ~~potential~~standards ofin ~~the~~animals ~~video~~and ~~game industry~~fish, ~~the~~and ~~company's~~testing of ~~exclusive~~water ~~audio~~used for ~~video~~agricultural ~~game~~production ~~chair has a broad market~~ and ~~development space. Moreover, this will also promote~~ the ~~development~~solid ofwastes ~~furniture~~used ~~audio~~as ~~industry~~fertilizers.

a)Compliance with ~~Video~~these ~~Gaming~~standards ~~Chairs~~will ~~with~~increase ~~Built-~~development costs and the cost of products sold in ~~Speakers~~the retail market. In turn, we may not be able to meet the competitive price point dictated by the market and ~~Vibration~~our competitors.

Video game lovers are the target customers for this product series. It can be applied to different video game consoles such as XBOX360 and PS3. It has 3D games’ sound and vibration function. This stylish electronic furniture is taking the video game lovers to another level of enjoyment and giving the video game accessories a new fashion.Employees

3As of December 31, 2019, we had one officer and no employees. We anticipate that we will begin to fill out our management team as and when we raise capital to begin implementing our business plan. In the interim, we will utilize independent consultants to assist with accounting and administrative matters. We currently have no employment agreements and believe our consulting relationships are satisfactory. We plan to continue to hire independent consultants from time to time on an as-needed basis.

~~b) Leisure Furniture with Built-in Audio/Video System~~2

~~This~~ITEM ~~is a product series for home entertainment and leisure~~1A. ~~The~~Risk existing products include Rocker Chair and Cabinet with Built-in Speakers and Audio System, TV Stands with Built-in Audio/ Video System, etc. Our products are designed for consumers with a preference for modern stylish electronic products.Factors

B)Investing ~~Multimedia/~~in ~~Digital~~our ~~Speakers~~securities involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K, including our consolidated financial statements and related notes, before deciding whether to purchase any of our securities. Any of these risks may have a material adverse effect on our business, financial condition, results of operations and cash flows and our prospects could be harmed. In that event, the price of our securities could decline, and you could lose part or all of your investment

~~With~~Our ~~the~~officers ~~popularization of PC~~ and directors ~~the~~reside ~~digitization~~outside of the ~~audio-visual~~United ~~entertainment~~States, weinvestors ~~believe~~may ~~that~~have ~~the~~limited ~~multimedia~~legal ~~speaker~~recourse ~~will~~against ~~become~~them ~~the~~including ~~main~~difficulties ~~media for musical works~~ in ~~the~~enforcing judgments ~~future.~~made ~~Whether~~against ~~the~~them ~~audio~~by ~~track is X~~U.~~1 or 2~~S.0, ~~the design philosophy of the multimedia speaker is based on the concept that the music should be expressed with high fidelity and transmitting the soul of music to people~~courts. AsThere ~~a manufacturer of multimedia speaker, our goal~~ is toneither ~~produce~~treaty ~~speaker~~nor ~~systems~~any ~~that~~reciprocal ~~have~~arrangement ~~comprehensive~~between ~~and~~China ~~balanced sound that maintain the integrity of the music. Under the trend that the global audio-visual entertainment is becoming digital, computerized~~ and ~~miniaturized, we have introduced five main product series, namely "nocturne", "concerto", "solo", "chord" and "symphony", and are devoted to bringing~~ the ~~music’s~~United States ~~true~~regarding ~~sound~~recognition toor ~~our~~enforcement ~~customers. In the future development~~ of ~~multimedia~~civil ~~speaker, we hope that our products’ stylish appearance, excellent performance and ingenious function will be our advantages in the market~~judgments.

CResale limitations of Rule 144(i) ~~LCD/LED~~on ~~Televisions~~your shares.

AsAccording anto ~~upgraded~~the TVRule ~~product~~144(i), weRule ~~believe~~144 ~~that~~is ~~LED~~not ~~TVs~~available ~~will~~for the ~~occupy~~resale ~~the~~of ~~mainstream~~securities ~~market~~initially issued by ~~virtue~~either ofa ~~its~~reporting ~~environmental~~or ~~friendly~~non-reporting ~~and~~shell ~~energy~~company. ~~efficient features~~Moreover, asRule ~~well~~144(i)(1)(ii) asstates that ~~its~~Rule ~~outstanding~~144 ~~image~~is ~~quality.~~not Inavailable ~~the~~to ~~upcoming~~securities ~~future,~~initially weissued ~~believe~~by ~~that~~an ~~the~~issuer ~~competition~~that inhas ~~the~~been ~~flatscreen~~“at TVany ~~industry~~time ~~will~~previously” ~~focus~~a reporting onor ~~the~~non-reporting ~~LED~~shell TVcompany. ~~Conforming~~Rule to144(i)(1)(ii) ~~this~~prohibits ~~trend,~~shareholders wefrom ~~established~~utilizing ~~the~~Rule ~~LED~~144 ~~international~~to ~~business~~sell ~~department.~~their ~~Our~~shares in ~~products~~a ~~consist~~company ~~mainly~~that ofat ~~LED~~any ~~TVs~~time ~~and~~in PCits ~~TVs~~existence was a shell company. However, ~~both~~according ~~with~~to aRule ~~small~~144(i)(2), ~~size~~an ~~and~~issuer ~~thin~~can ~~appearance~~“cure” its shell status.

TVTo ~~Specification~~“cure” a company’s former shell company status, the conditions of Rule 144(i)(2) must be satisfied regardless of the time that has elapsed since the public company ceased to be a shell company and regardless of when the shares were issued. The availability of Rule 144 for resales of shares issued while the company is a shell company or thereafter may be restricted even after the expiration of the one-year period since it filed its Form 10-12G information if the company is not current on all of its periodic reports required to be filed within the SEC during the 12 months before the date of the shareholder’s sale. Thus, the company must file all 10-Qs and 10K for the preceding 12 months and since the filing of the Form 10-12G on September 27, 2019, or Rule 144 is not available for the resale of securities.

~~Our~~We TVhave ~~products~~extremely ~~support~~limited ~~DVB-T~~assets, have ~~PAL,~~incurred ~~SECAM, DVB-T~~operating ~~standard~~losses and ~~MPEG2~~have ~~decode~~no ~~MP@ML.~~current ~~Our~~source ~~digital TV products support MHEG5 (UK), EPG, SUBTITLE, and the AUDIO Language, and accept analogue and up to 1080P digital HD signals. Our TFT-LCD modules support resolution~~ of ~~up to 1920*1200, HDMI1~~revenue.2, HDCP1.1, 2D motion video adaptive progressive compartment exchange of up to 1080i. The 2D motion video noise reduction function supports analogue and digital 10 pages teletext. The auto sound detect function supports NICAM/A2, Auto detect and recover between 3:2 and 2:2 format, and auto switch between 4:3 and 16:9 format. With a single common interface, it can decrypt all kinds of encrypted programs. With its software settings, it can choose the TS current either with or without descrambling. With the picture engine function, it can dynamically adjust the picture color, contrast ratio, complexion and definition, etc.

4We have had minimal assets. We expect to generate revenues via our business plan. However, we can provide no assurance that we will produce any material revenues for our stockholders, or that our business will operate on a profitable basis.

~~Raw~~We ~~Materials~~will, ~~and~~in ~~Suppliers~~all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a Business Combination or successful internal development. This may result in our incurring a net operating loss that will increase unless we consummate the Business Combination with a profitable business or internally develop our business. We cannot assure you that we can identify a suitable merger candidate or successfully internally develop our business, or that any such business will be profitable at the time of its acquisition by the Company or ever.

~~Electronics~~Our ~~components,~~capital ~~Wooden~~resources ~~Boxes,~~may ~~Modules,~~not be ~~Frames,~~sufficient ACto ~~converters~~meet ~~and other basic components are~~ our ~~main~~capital ~~raw materials to produce electronic furniture~~requirements, ~~multimedia/ digital speakers,~~ and ~~LED/LCD~~in ~~televisions.~~the Weabsence ~~purchase all~~ of ~~our~~additional ~~other~~resources ~~raw materials and component parts from a variety of sources, none of which~~ we ~~believe~~may tohave ~~be a dominant supplier. Alternative sources of supply are believed~~ to becurtail ~~available~~or tocease ~~the Company~~business operations. ~~Our top five raw material suppliers are listed below:~~

~~Top~~We ~~Five~~have ~~Suppliers~~historically generated negative cash flow and losses from operations and could experience negative cash flow and losses from operations in the future. Our independent auditors have included an explanatory paragraph in their report on our financial statements for the fiscal years ended December 31, 2019 expressing doubt regarding our ability to continue as a going concern. We currently only have a minimal amount of cash available, which will not be sufficient to fund our anticipated future operating needs. The Company will need to raise substantial sums to implement its business plan. There can be no assurance that the Company will be successful in raising funds. To the extent that the Company is unable to raise funds, we will be required to reduce our planned operations or cease any operations.

Suppliers	Raw Materials Supplied	Percentage of Total Supply in 2010
Guangdong Guanghong Exports & Imports Ltd	LED screen		27.61%
ShenZhen HuiKe Sound Box Co., Ltd.	Wooden boxes		9.89%
ShenZhen YuanMao Electronic Accessories Co., Ltd.	AC converters		9.50%
ShenZhen QuanXin Plastic Cement Products Co., Ltd.	Covers		6.05%
FengShun MingYin Electronics Co., Ltd.	Frames		5.56%
Total			58.61%

~~Marketing,~~We ~~Sales~~may encounter substantial competition in our business and ~~Customers~~our failure to compete effectively may adversely affect our ability to generate revenue.

~~Sales~~We ~~breakdown:~~believe ~~The~~that ~~sales~~existing ofand ~~our~~new ~~furniture~~competitors will ~~audio~~continue ~~products~~to ~~accounted~~improve ~~for~~the ~~approximately~~design ~~61%~~ and ~~80%~~performance of ~~the~~their ~~total~~products ~~sales~~and into ~~our~~introduce ~~fiscal~~new ~~years~~products ~~ended~~with ~~December~~competitive ~~31,~~price ~~2010~~ and performance ~~2009, respectively~~characteristics. ~~The~~We ~~sales~~expect ofthat ~~our~~we ~~multimedia/digital~~will ~~speakers~~be ~~accounted~~required ~~for~~to ~~approximately~~continue 13to %invest ~~and~~in ~~20%~~product ofdevelopment ~~the~~and ~~total~~productivity ~~sales~~improvements to compete effectively in our ~~fiscal~~markets. ~~years~~Our ~~ended~~competitors ~~December~~could ~~31,~~develop ~~2010~~a ~~and~~more ~~2009,~~efficient ~~respectively.~~product Weor ~~started~~undertake ~~the~~more ~~production~~aggressive ofand costly ~~LED~~marketing ~~products~~campaigns inthan ~~late April 2010~~ours, which ~~accounted~~may ~~for~~adversely ~~approximately~~affect ~~26%~~our ofmarketing ~~total~~strategies ~~sales~~and incould ~~fiscal~~have ~~year~~a ~~ended~~material ~~December~~adverse 31effect on our business, ~~2010~~results of operations and financial condition.

~~Marketing~~Our ~~Strategies~~major competitors may be better able than we to successfully endure downturns in our industrial sector. In periods of reduced demand for our products, we can either choose to maintain market share by reducing our selling prices to meet competition or maintain selling prices, which would likely sacrifice market share. Sales and overall profitability would be reduced in either case. In addition, we cannot assure you that additional competitors will not enter our existing markets, or that we will be able to compete successfully against existing or new competition.

~~Our~~We ~~marketing~~may ~~strategy~~not ~~focuses~~be onable ~~the~~to ~~products'~~obtain regulatory ~~innovation~~or ~~and~~governmental ~~integration~~approvals offor ~~multi-elements. In addition, we have been continuing to improve~~ our products ~~and raise the brand’s market recognition, as we attempt to make the AIV brand a symbol of innovation, value and quality~~. ~~We are also establishing flagship stores in certain targeted cities.~~

~~Sales~~The ~~Strategies~~anticipated manufacture and sale of our agricultural products in the PRC is regulated by the PRC. The legal and regulatory regime governing our industry is evolving, and we may become subject to different, including more stringent, requirements than those currently applicable to us. We may be vulnerable to local and national government agencies or other parties who wish to renegotiate the terms and conditions of, or terminate their agreements or other understandings with us, or implement new or more stringent requirements, which may require us to suspend or delay production of their products.

We ~~are~~face ~~making~~a ~~full~~number ~~use~~ of ~~global~~risks ~~resources~~associated with ~~such~~potential asBusiness ~~Alibaba.com~~Combinations, toincluding ~~promote~~the ~~our~~possibility ~~products.~~that Wewe ~~also~~may ~~take~~incur ~~part~~substantial indebt ~~various~~or ~~international~~convertible ~~exhibitions. In addition~~debt, wewhich ~~provide~~could adversely ~~multipoint-to-point~~affect ~~services to~~ our ~~major~~financial ~~customers to ensure the after-sale services of our products~~condition.

We ~~are~~intend ~~integrating~~to use reasonable efforts to complete Business Combinations. Such Combinations will be accompanied by risks commonly encountered in acquisitions, including, but not limited to, insufficient revenues to offset increased expenses associated with the acquisition. Failure to manage and ~~completing~~successfully integrate the ~~distribution~~acquisition ~~network~~we make could harm our business, our strategy and our operating results in a material way. Additionally, we have no operations at this time so completing a Business Combination is likely to increase our expenses and it is possible that we may incur substantial debt or convertible debt in order to complete a Business Combination, which can adversely affect our financial condition. Incurring a substantial amount of debt or convertible debt may require us to use a significant portion of our cash flow to pay principal and interest on the ~~marketing~~debt, ~~strategy~~which will reduce the amount available to fund working capital, ~~supporting~~capital expenditures, and other general purposes. Our indebtedness may negatively impact our ability to operate our business and limit our ability to borrow additional funds by increasing our borrowing costs, and impact the ~~main~~terms, ~~distributors~~conditions, and ~~expanding~~restrictions contained in possible future debt agreements, including the ~~domestic~~addition ~~market~~of ~~shares~~more ~~gradually~~restrictive covenants; impact our flexibility in planning for and reacting to changes in our business as covenants and restrictions contained in possible future debt arrangements may require that we meet certain financial tests and place restrictions on the incurrence of additional indebtedness and place us at a disadvantage compared to similar companies in our industry that have less debt.

~~Moreover, we maintain close cooperation with furniture manufacturers and related enterprises to integrate the advantages of furniture with that of the electronic devices.~~4

~~Sales~~There ~~Channels~~can ~~and~~be ~~Partners~~no assurance that we will successfully consummate our Business Combination or internally develop a successful business.

~~(A)~~We ~~Sales~~can ~~network~~give ofno ~~the~~assurance ~~general~~that ~~agency~~we ~~system.~~will successfully Weidentify ~~have~~and ~~built~~evaluate asuitable ~~stable~~business ~~domestic~~opportunities ~~sales~~or ~~network~~that ~~through~~we ~~the~~will ~~previous~~conclude ~~sales~~a ofBusiness ~~its traditional products~~Combination. ~~The~~We ~~sales~~cannot ~~network~~guarantee that ~~includes~~we ~~the~~will ~~general~~be ~~distributors~~able into ~~each~~negotiate ~~province.~~a ~~The~~Business ~~general~~Combination ~~distributors~~on ~~have~~favorable ~~the rights to choose their own sub-distributors~~terms. AtNo ~~the~~assurances ~~end~~can ofbe ~~each~~given ~~year,~~that we ~~provide~~will ~~performance~~successfully identify ~~based~~and ~~awards~~evaluate tosuitable ~~the~~business ~~top~~opportunities, ~~distributors~~that orwe ~~sub-distributors~~will asconclude ~~incentive.~~a ~~Due~~business tocombination ~~the~~or ~~high~~that ~~performance-price~~we ~~ratio~~will ~~and~~be ~~good~~able ~~quality~~to develop ofa ~~the~~successful ~~products,~~business. weOur ~~believe~~management ~~that~~and weaffiliates ~~have~~will ~~accumulated~~play aan ~~group~~integral ofrole ~~quality~~in ~~distributors,~~establishing ~~enhancing~~the ~~our~~terms ~~domestic~~for ~~sales~~any ~~network~~future business combination.

5A Business Combination may result in a change of control and a change of management.

~~(B)~~In ~~Big~~conjunction ~~order~~with ~~ODM~~completion ~~customization~~of ~~system.~~a business ~~Our~~acquisition, ~~main~~it ~~customers~~is ~~are~~anticipated ~~well-known~~that ~~enterprises~~we ~~both~~may ~~domestic~~issue ~~and~~an ~~overseas.~~amount Atof ~~present,~~our weauthorized ~~have~~but ~~established~~unissued common or preferred stock which represents a ~~group~~majority of ~~stable~~the ~~ODM~~voting ~~customization~~power ~~customers~~and equity of our capital stock, which ~~helps~~would result in stockholders of a target company obtaining a controlling interest in us. ~~maintain~~As ~~more~~a ~~stable~~condition ~~sales~~of the business combination agreement, our current stockholders may agree to sell or transfer all or a portion of our common stock as to provide the target company with all or majority control. The resulting change in control may result in removal of our present officers and directors and a corresponding reduction in or elimination of their participation in any future affairs.

~~(C)~~Because ~~Project~~we ~~orders.~~are Wesignificantly smaller ~~customize~~than ~~office~~the ~~and~~many ~~entertainment~~of ~~electronic~~our ~~furniture for places such as internet bars~~competitors, ~~banks,~~we ~~security~~may ~~companies,~~lack ~~airport~~the ~~VIP~~resources ~~rooms~~needed ~~and~~to ~~high-standard~~capture ~~clubs.~~market share

~~(D)~~The ~~Global~~fashion ~~E-commerce~~and ~~platform~~agriculture industries are highly competitive and affected by changes in consumer tastes, as well as national, regional and local economic conditions and demographic trends. Our future sales may be affected by changes in consumer tastes and practices. We ~~have~~will ~~built~~compete with a ~~fixed~~variety ~~platform~~of ~~for~~other manufacturers, producers and distributors with name brand recognition who manufacture more than just a single product ~~promotion~~or inproduct ~~E-commerce~~line. ~~websites~~We ~~such~~are at a disadvantage as ~~Alibaba~~a ~~and~~blank ~~Global~~check ~~Resource~~company. In ~~the~~Many ~~future~~of our competitors have an already established business, asmore ~~the~~established ~~development~~market presence, ofand ~~the~~substantially ~~wholesale~~greater ~~model~~financial, marketing and other resources than do we. New competitors may emerge and may develop new or innovative products that compete with our anticipated future products. No assurance can be given that we will ~~establish~~be ~~broader~~able ~~E-commerce~~to compete ~~sales~~successfully ~~channels~~in these industries.

~~Sales~~Our ~~Cycle~~common stock is quoted on the OTC MARKETS. An investment in our common stock must be considered to be risky and there can be no assurance that the price for our stock will not decrease substantially in the future.

AtOur ~~present,~~common ~~our~~stock ~~accounts~~is ~~receivables~~quoted ~~term~~on ~~for~~the OTC Markets. The market for our ~~main~~stock ~~customers~~has ~~are~~been 60volatile and has been characterized by large swings in the trading price that do not appear to ~~120~~be ~~days~~directly related to our business or financial condition. As a result, ~~for~~an investment in our ~~key~~common ~~customers~~stock 30must be considered to 60be ~~days,~~risky and there can be no assurance that the ~~average~~price ~~term~~for ~~about~~our 90stock ~~days~~will not decrease substantially in the future.

~~Pricing~~Our ~~strategy~~stock trades below $5.00 per share and is subject to special sales practice requirements that could have an adverse impact on any trading market that may develop for our stock.

WeIf ~~use~~our ~~the~~stock ~~product~~trades ~~portfolio~~below ~~pricing~~$5.00 ~~strategy~~per ~~which~~share ~~means~~and ~~different~~is ~~prices~~subject ~~are~~to special ~~applied~~sales practice requirements applicable to ~~different~~"penny ~~products~~stocks" inwhich ~~the~~are ~~same~~imposed ~~product~~on ~~series~~broker-dealers who sell low-priced securities of this type. ~~Some~~These ~~products'~~rules ~~prices~~may ~~are~~be ~~low~~anticipated ~~because~~to affect the ~~purpose~~ability isof ~~for~~broker-dealers ~~cultivating~~to ~~the~~sell ~~market~~our ~~and~~stock, ~~attracting~~which ~~customers.~~may ~~While~~in turn ~~some~~be ~~median~~anticipated ~~and~~to ~~high-end~~have ~~products~~an ~~and~~adverse ~~technology~~impact ~~innovation~~on ~~products'~~the ~~prices~~market ~~are~~price ~~high,~~for ~~and~~our ~~these~~stock ~~products~~if ~~bring~~and awhen ~~higher~~an ~~profit~~active ~~margin~~trading tomarket ~~the~~should ~~Company~~develop.

~~Top~~Our ~~Five~~officers, ~~Customers~~directors and principal stockholders own a large percentage of our issued and outstanding shares and other stockholders have little or no ability to elect directors or influence corporate matters

Customers	Percentage of Total Sales Revenue in 2010
DaKang Holding Group Co., Ltd.		29.74	%
AnJi ChaoYa Furnitures Co., Ltd.		11.33	%
GuangDong GuangHong Import & Export Co., Ltd.		37.65	%
BeiJing HuaQi Info-Digit Technology Co., Ltd.		4.80	%
AnJi WeiYu Furnitures Co., Ltd.		4.03	%
Total		87.55	%

As of December 31, 2019, our officers, directors and principal stockholders were deemed to be the beneficial owners of approximately 77% of our issued and outstanding shares of common stock. As a result, such persons are able to determine the outcome of any actions taken by us that require stockholder approval. For example, they will be able to elect all of our directors and control the policies and practices of the Company.

~~Market Shares and Competitors~~5

~~Our~~ITEM ~~products~~1B. ~~compete~~Unresolved ~~with~~Staff ~~some branded products within their product category as well as privately labeled products sold by retailers, including some of our OEM/ ODM customers.~~Comments

~~Our electronic furniture competes with Pyramat, Actona and other smaller manufacturers~~None. Our products have held 60% of the international market shares since 2006. In varying degrees, depending on the product category involved, we compete on the basis of style, price, quality, comfort and brand name prestige and recognition, among other considerations.

~~Our~~ITEM ~~multimedia/digital speakers and LED/ LCD television products compete with numerous international branded products like Sony, Panasonic, Samsung, Phillips and LG, etc~~2. Due to the lower costs and labor expenses in Asia Pacific regions, many international speaker manufacturers are establishing plants in Asia. This allows large manufacturers to compete with local manufacturers in pricing. Right now, we have a global market share of only about 0.3% on multimedia/digital speaker products. We did not start the production of LED/LCD television until late April, 2010, and the general availability of contract manufacturers also allows the ease of access by new comers. Many of our competitors are larger in scale, have been in existence for a longer period of time, have achieved greater recognition for their brand names, have captured greater market shares and/or have substantially greater financial, distribution, marketing and other resources than we do. We are not sure whether we can compete against them right now or in the future, or that competitive pressures will have a material adverse effect on our business, financial condition and results of operations.Properties

~~Business~~We ~~Model~~do not own any property, nor do we have any contracts or options to acquire any property in the future. We plan to occupy office space upon implementation of our hiring of administration personnel and additional management team.

WeITEM ~~conduct our quality management in strict compliance with ISO9001 international quality management standard~~3. WeLegal believe that quality, cost control and efficiency are the three components to the Company's competitiveness; that integrity, innovation and values are the three components to the Company's management philosophy; and that people, environment and technology are the three components to the Company's design philosophy. Our goals are to:Proceedings

6We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

~~1) Achieve~~ITEM ~~the~~4. ~~new~~Mine ~~integration~~Safety ~~of electronic and furniture industries, and persist in innovation as the strategy of industry development;~~Disclosure

~~2) Ensure~~Not ~~a steady and healthy expansion or growth of the Company, and build a long lasting well known national brand by setting up flagship stores on main cities;~~Applicable.

~~3) Create a beneficial-to-all situation among the Company, staff, shareholders, customers, partners and the society by providing quality products with competitive prices.~~6

~~Growth~~PART ~~Strategy~~II

~~Marketing~~Market ~~Management~~Information

~~Management~~Prices ~~department.~~for Weour ~~established~~common ~~two~~stock ~~decision-making~~are ~~departments,~~quoted on ~~namely~~OTC ~~the~~Markets ~~General~~under ~~Manager Office and~~ the ~~Cost~~symbol ~~Control Committee~~“KMGH.” ~~The~~There ~~General~~were ~~Manager~~62,942 shares of ~~Office~~our ~~makes~~common ~~decisions~~stock ~~regarding~~were ~~the strategic issues such~~ outstanding as ~~the~~of ~~Company's~~December ~~development strategy and operation plan~~31, ~~etc, and also supervises the implementation status~~2019. ~~The Cost Control Committee manages the control over all the costs on the premise so that the Company meets its targets.~~

~~Incentive~~Security and restriction mechanism. We have entered into several employment contracts, confidentiality agreements and restrictive covenants with the management and other employees, the business department and the product R&D department. The employees’ salary and bonus are based on their performance. Also, we have a periodical salary-raise program. We raise staffs' salary after the testing in April of each year. And every year, we issue special recognition awards and grants special bonus and certificates to outstanding employees.Holders

~~Promotion~~As ~~and~~of ~~publicity.~~December We believe that the domestic furniture audio market will have a big influence on the domestic IT industry and furniture industry. Electronic furniture products have been widely introduced in the media such as "Brands ShenZhen"31, ~~"Times Entrepreneur"~~2019, ~~"ZOL"~~there ~~and~~were ~~"IT168".~~approximately 453 Werecord ~~also~~holders ~~conduct~~of ~~the~~our ~~promotion~~common ~~via E-commerce platforms such as Alibaba and Global Resource~~stock.

~~Financial Management~~Dividends

~~Establish~~We ahave ~~cost~~not ~~control~~paid ~~system.~~dividends Weduring ~~intend~~the tothree most ~~establish~~recently acompleted ~~standard~~fiscal ~~cost~~years ~~control~~and ~~system,~~have ~~execute~~no ~~the~~current ~~cost~~plans ~~budget~~to ~~management~~pay ~~policy~~dividends ~~and~~on ~~complete~~our ~~the~~common ~~ERP~~stock. ~~(Enterprise~~We ~~Resource~~currently ~~Planning)~~intend ~~management~~to ~~system~~retain all earnings, if any, for ~~cost~~use ~~control~~in ~~purposes~~our business.

~~Complete~~Recent ~~the~~Sales ~~financing capital chain. With multiple financing channels, we attempt to stabilize our capital chain~~ and toOther ~~efficiently~~Issuances ~~use~~of Our ~~our~~Equity ~~proceeds which improve our business transactions.~~Securities

~~Production~~During ~~Management~~the twelve months ended December 31, 2019, the Company issued 0 shares of common stock.

~~PMC~~ITEM ~~(Product Material Control) Management~~6. We ~~believe~~Selected ~~that~~Financial ~~the improvement of the material and plan management capacities is the key to a successful management.~~Data

●A ~~Production~~registrant ~~Plan~~that ~~Management:~~qualifies as ~~all~~a ~~the~~smaller ~~elements~~reporting ~~involved in this management should be precise and detailed~~company, ~~from the origin of the plan information (such~~ as ~~sales~~defined ~~and~~by ~~prediction),~~Regulation ~~organization of the plan outline~~S-K, ~~the~~Section ~~relationship between production plan and the amount of time spent, the production cycle to the arrangement of the production period~~229. ~~● Plan and Material Control Management: all the elements involved in this management should be managed strictly, from the origin of the MRP~~ 10(~~Material Requirement Planning~~f)(1) ~~data,~~is ~~product~~not ~~sheet~~required ~~and material list, the execution and control of the material requirement plan, product material cost management~~ to ~~the~~provide ~~material management of production field, to ensure~~ the ~~Company's~~information ~~material~~required by ~~cycle,~~this ~~cost and consumption be always under the ideal condition~~Item.

~~Field~~ITEM ~~Management~~7. WeManagement’s ~~attempt~~Discussion toand ~~limit~~Analysis ~~any waste~~ of ~~resources~~Financial ~~such~~Condition ~~as material, labor, time, space, energy~~ and ~~transportation.~~Results Weof also adopted effective management systems to control and manage the key processes such as flow-chart, instruction tracing, shipment, field 7S (Seiri, Seiton, Seiso, Shitsuke, Safety, Speed and Saving) and lean production, to ensure the production field is running at full load.Operations

~~Human~~The ~~Resources~~following ~~Management~~discussion of our plan of operation should be read in conjunction with the financial statements and related notes that appear elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in “Risk Factors” beginning on page 18 of this prospectus. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

We promote the SOP (Standard Operation Procedure) and establish the KPI (Key Performance Indication) check system to make our human capital more valuable. It persists in the principle of benefit sharing and has established scientific incentive mechanisms to attract talents. Through this mechanism, we have put together a team of elites on technology development, market exploration, operation management and quality management.Overview

7The Company was organized under the laws of the State of Nevada on December 18, 2007. The Company intends to acquire private corporations that are involved in IT apparel platform, fashion manufacturing industry, IT agriculture platform, and agriculture production industry. We will pursue private companies that are organized under the laws of the Republic of China. The Company’s mission is to bring quality goods to the consumer by controlling output of the product from start to finish.

~~Intellectual~~Plan ~~Property~~of Operation

WeDuring ~~own~~the ~~and~~next ~~utilize~~twelve ~~the trademarks~~months, ~~patents~~the ~~and~~Company ~~domain~~plans to ~~name~~explore ~~listed~~new ~~below.~~concepts Weand ~~continuously~~opportunities ~~look~~ to ~~increase~~invest ~~the~~in ~~number~~and ofacquire ~~our~~private ~~trademarks~~companies ~~and~~that ~~potential~~meet ~~design~~our ~~and~~criteria. ~~utility~~Our business model is ~~patents where necessary~~ to ~~protect~~develop ~~valuable~~and ~~intellectual~~build ~~property.~~out ~~We regard~~ our ~~trademarks~~clothing and ~~other~~agriculture ~~intellectual~~platforms ~~property as valuable assets~~ and ~~believe~~web-based ~~that~~business ~~they~~over ~~have significant value in~~ the ~~marketing~~next ~~of our products~~year. We ~~vigorously~~plan ~~protect~~to engage ~~our~~multiple ~~trademarks~~resources ~~against infringement, including through the use of cease~~ and ~~desist~~partners ~~letters,~~to ~~administrative~~market ~~proceedings~~our ~~and lawsuits~~products.

We rely on trademark, patent, copyright and trade secret protection, non-disclosure agreements and licensing arrangements to establish, protect and enforce intellectual property rights in our logos, trade names and in the design of our products. In particular, we believe that our future success will largely depend on our ability to maintain and protect the “AIVTECH” trademark. Despite our efforts to safeguard and maintain our intellectual property rights, we cannot be certain that we will be successful in this regard. Furthermore, we cannot be certain that our trademarks, products and promotional materials or other intellectual property rights do not or will not violate the intellectual property rights of others, that our intellectual property would be upheld if challenged, or that we would, in such an event, not be prevented from using our trademarks or other intellectual property rights. Such claims, if proven, could materially and adversely affect our business, financial condition and results of operations. In addition, although any such claims may ultimately prove to be without merit, the necessary management attention to and legal costs associated with litigation or other resolution of future claims concerning trademarks and other intellectual property rights could materially and adversely affect our business, financial condition and results of operations.7

~~The~~Results ~~laws~~ of certain foreign countries do not protect intellectual property rights to the same extent or in the same manner as do the laws of the PRC. Although we continue to implement protective measures and intend to defend our intellectual property rights vigorously, these efforts may not be successful or the costs associated with protecting our rights in certain jurisdictions may be prohibitive. From time to time we may discover products in the marketplace that are counterfeit reproductions of our products or that otherwise infringe upon intellectual property rights held by us. Actions taken by us to establish and protect our trademarks and other intellectual property rights may not be adequate to prevent imitation of our products by others or to prevent others from seeking to block sales of our products as violating trademarks and intellectual property rights. If we are unsuccessful in challenging a third party’s products on the basis of infringement of our intellectual property rights, continued sales of such products by that or any other third party could adversely impact the “AIVTECH” brand, result in the shift of consumer preferences away from our products and generally have a material adverse effect on our business, financial condition and results of operations.Operations

~~Trademarks~~Revenue

WeFor ~~have registered~~ the ~~following~~year ~~trademark~~ended ~~with~~December ~~the~~31, ~~Trademark~~2019 ~~Office~~and 2018, ~~State~~we did ~~Administration~~not ~~for~~generate ~~Industry~~any ~~and~~revenue. ~~Commerce~~The Company has been in the ~~PRC:~~process of marketing and developing and searching for suitable merger candidates. We have incurred professional fees for maintaining regulatory compliance and expanding its operations.

No.		Registration No.		Trademark		Registrant		Item Category		Expiration Date
1		6983650		AIV AIVTECH		AIVtech-Shenzhen		Category No. 20: Furniture, mirrors, picture frames; goods (not included in other classes) of wood, cork, reed, cane, wicker, horn, bone, ivory, whalebone, shell, amber, mother-of-pearl, meerschaum and substitutes for all these materials, or of plastics.		June 20, 2020

Operating Loss

WeFor ~~plan~~the toyear ~~file~~ended ~~for~~December ~~extension~~31, ~~with~~2019 ~~the~~and ~~Trademark~~2018 ~~Office~~we had operating expenses of $41,695 and $0 respectively. This loss was due primarily to the ~~above~~stock ~~trademark~~compensation ~~before~~to the ~~expiration~~general administration ~~date~~fees and professional fees paid.

~~Patents~~Net loss

~~Through~~We ~~AIVtech-Shenzhen,~~reported a wenet ~~have~~loss ~~been~~of ~~granted~~$41,695 and $9,246,978 for the ~~following~~twelve ~~design~~months ~~patents~~ended byDecember ~~the~~31, ~~State~~2019 ~~Intellectual~~and ~~Property Office~~2018, ~~or SIPO, of PRC~~respectively. ~~We enjoy a ten year protection period starting from each patent application date.~~

No.

Patent No.

Patent Name

Patent Owner

Application Date

Date of Grant

Type

ZL 2008 3 0102656. X

Multi-media Chair with Built-in Speakers (halo3 model)

AIVtech-Shenzhen

03/12/2008

06/03/2009

Design Patent

ZL 2009 3 0166242. 8

Sofa with Built-in Speakers (S-360VM)

AIVtech-Shenzhen

06/08/2009

03/24/2010

Design Patent

ZL 2009 3 0166238. 1

Speaker (Sofa Built-in Speaker S-306)

AIVtech-Shenzhen

06/05/2009

02/24/2010

Design Patent

ZL 2009 3 0166237. 7

Speaker (Sofa Built-in Speaker S-319W)

AIVtech-Shenzhen

06/05/2009

03/24/2010

Design Patent

ZL 2009 3 0166241. 3

Speaker (Sofa Built-in Speaker S-362V)

AIVtech-Shenzhen

06/08/2009

05/19/2010

Design Patent

ZL 2006 3 0154134. 5

Beach Music Chair

AIVtech-Shenzhen

10/26/2006

10/24/2007

Design Patent

ZL 2008 3 0102015. 4

Digital Speaker for Video & Audio Chatting

AIVtech-Shenzhen

02/22/2008

04/01/2009

Design Patent

ZL 2009 3 0166487. 0

Speaker (AD-101)

AIVtech-Shenzhen

06/04/2009

05/19/2010

Design Patent

ZL 2008 2 0092183. 4

A Digital Speaker for Video & Audio Chatting

AIVtech-Shenzhen

02/22/2008

01/21/2009

Utility Model Patent

ZL 2006 2 0013949. 6

A Multi-media Chair with Built-in Speakers

AIVtech-Shenzhen

05/22/2006

07/11/2007

Utility Model Patent

Working Capital Deficit

	December 31, 2019		December 31, 2018

Current assets	$	–		–
Current liabilities		41,695		–
Working capital (deficit)	$	41,695		–

~~Domain~~We ~~Names~~anticipate generating losses and, therefore, may be unable to continue operations in the future. If we require additional capital, we would have to issue debt or equity or enter into a strategic arrangement with a third party.

~~AIVtech~~Going ~~International Group Co., Ltd. owns the domain name www.aivtechgroup.com.~~Concern

~~Environmental~~As ~~Protection~~reflected in the accompanying consolidated financial statements, the Company has no revenue generating operations and has an accumulated deficit $7,038,612 and $6,997,567 as of December 31, 2019 and December 31, 2018, respectively. In addition, the Company has experienced negative cash flows from operations. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Compliance~~The ~~with~~Company ~~national,~~anticipates ~~provincial~~additional equity orfinancings ~~local provisions which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating~~ to ~~the~~fund ~~protection~~operations ofin the ~~environment~~future. ~~have~~Should ~~not~~management ~~had,~~fail ~~nor are they expected~~ to ~~have,~~adequately ~~any~~address ~~material effect on~~ the ~~capital expenditures~~issue, ~~earnings or competitive position of~~ the Company. ~~The Company uses and generates certain substances and wastes that are or can be regulated or~~ may behave to ~~deemed~~reduce ~~hazardous~~its ~~under~~business ~~certain~~activities ~~national, provincial~~ or ~~local~~curtail ~~regulations~~its ~~with respect to the environment~~operations.

~~Employees~~Liquidity and Capital Resources

As of the date hereof, we have approximately 693 full-time employees. The breakdown of our employees is as follows:

	Year Ended December 31, 2019			Year Ended December 31, 2018

Net Cash Used in Operating Activities	$	(38,120	)	$	–
Net Cash Used in Investing Activities		–			–
Net Cash Provided by Financing Activities		38,120			–
Net Increase/(decrease) in Cash	$	–		$	–

Management Staff			90
R&D Staff			51
Sales Staff			22
Manufacturing Staff			530
Total			693

~~ITEM~~Our 1Acash was $0 at December 31, 2019. ~~RISK~~ We ~~FACTORS~~recorded a net loss of $41,045 for the year ended December 31, 2019. We expect our expenses will continue to increase during the foreseeable future as a result of increased operations and the development of our Business Combination. We anticipate generating revenues with our clothing and agriculture platforms, but only minimal revenue over the next twelve months. Consequently, we are dependent on the proceeds from future debt or equity investments to sustain our operations and implement our business plan. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and consolidated financial condition. There is no assurance that we will be able to obtain necessary amounts of capital or that our estimates of our capital requirements will prove to be accurate.

~~Not~~We ~~applicable~~presently ~~for~~do ~~smaller~~not ~~reporting~~have ~~company~~any significant credit available, bank financing or other external sources of liquidity. Due to our operating losses, our operations have not been a source of liquidity. We will need to obtain additional capital in order to expand operations and become profitable. In order to obtain capital, we may need to sell additional shares of our common stock or borrow funds from private lenders. There can be no assurance that we will be successful in obtaining additional funding.

~~ITEM~~To 2the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of such securities may result in dilution to existing stockholders. ~~PROPERTIES~~ If additional funds are raised through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our cash assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.

~~Our~~No ~~corporate~~assurance ~~headquarter~~can isbe ~~located~~given atthat ~~Suite~~sources ~~A1305,~~of ~~13th~~financing ~~Floor,~~will ~~East~~be available ~~Building~~to ~~Phase~~us ~~II,~~and/or ~~High-Tech~~that ~~Plaza,~~demand ~~Tian~~for Anour ~~Cyber~~equity/debt ~~Park,~~instruments ~~Futian~~will ~~District,~~be ~~Shenzhen~~sufficient to meet our capital needs, ~~China.~~or ~~The~~that ~~corporate~~financing will ~~headquarter~~be ~~office~~available ison ~~approximately~~terms ~~371~~favorable ~~square~~to ~~meters,~~us. ~~and~~If funding is ~~leased~~insufficient ~~from~~at any time in the ~~individual~~future, ~~owner~~we may not be able to take advantage of ~~the~~business ~~property~~opportunities ~~for~~or ~~RMB~~respond ~~22,268,~~to competitive pressures or ~~approximately~~may ~~USD~~be ~~3,275,~~required ~~every~~to ~~month.~~reduce ~~The~~the ~~lease~~scope isof ~~scheduled~~our toplanned ~~expire~~marketing inefforts and ~~March~~development ~~2011.~~of ~~The~~our ~~Company~~apps, ~~has~~any ~~entered~~of ~~into~~which could have a ~~new~~negative ~~lease~~impact ~~agreement~~on ~~with~~our ~~the~~business ~~same~~and ~~owner~~operating inresults. ~~late~~In ~~February~~addition, ~~2011.~~insufficient funding ~~The~~may ~~new~~have ~~lease~~a ~~agreement~~material isadverse ~~five-year~~effect ~~term~~on ~~with~~our ~~fixed~~financial ~~monthly~~condition, ~~payment~~which ofcould ~~USD~~require ~~3,275.~~us to:

~~Our~~• ~~manufacturing~~Curtail ~~factory~~the isdevelopment ~~located~~of atour ~~AIV~~Business ~~Industrial Park~~Combination, ~~No.78,~~• ~~Wenquan~~Seek ~~South~~strategic ~~Road,~~partnerships ~~Xihu~~that ~~District,~~may ~~Shilong~~force ~~town,~~us ~~Dongguan,~~to ~~China.~~relinquish ~~The~~significant ~~factory~~rights ~~building~~to isour ~~approximately 21509 square meters~~products, ~~and~~or is• ~~leased~~Explore ~~from~~potential ~~DongGuan~~mergers ~~Mei Da Decorating & Design Works Company Limited for RMB 222,587,~~ or ~~approximately~~sales ~~USD~~of ~~32,733,~~significant ~~every~~assets ~~month~~of ~~from~~our ~~April 4, 2010 to April 3, 2011~~Company. ~~The lease is scheduled to expire in April 3, 2015.~~

~~ITEM~~Investing ~~3. LEGAL PROCEEDINGS~~Activities

WeIn are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. To our knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the ~~knowledge~~year ofended ~~our~~December ~~executive officers or any of our subsidiaries~~31, ~~threatened~~2019 ~~against~~and December ~~or affecting our company~~31, ~~our common stock~~2018, ~~any~~there ofwere ~~our~~no ~~subsidiaries~~investing ~~or any of our companies or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect~~activities.

~~ITEM~~Financing ~~4. (REMOVED AND RESERVED)~~Activities

~~PART~~During IIthe twelve months ended December 31, 2019, the Company raised $40,000 from a related party.

~~ITEM~~In ~~5. MARKET~~subsequent ~~FOR~~events, ~~REGISTRANT’S~~on ~~COMMON~~February ~~EQUITY~~18, ~~RELATED~~2020, ~~STOCKHOLDER~~the ~~MATTERS~~debt ~~AND~~owed ~~ISSUER~~to related ~~PURCHASES~~party OFwas ~~EQUITY~~converted ~~SECURITIES~~into 40,000,000 shares of the Company’s common stock at $0.01 per share.

~~Market~~Professional ~~Information~~Fees

~~Our~~Professional ~~common~~fees ~~stock~~were is$11,579 ~~thinly~~and ~~traded~~$0 onfor the ~~Pink~~twelve ~~Sheets~~months ended ~~under~~December ~~the~~31, ~~symbol~~2019 ~~ECOH. There~~and ~~can~~2018, berespectively. noThe ~~assurance~~Company ~~that~~expects aprofessional ~~liquid~~fee ~~market~~costs ~~for~~to ~~our~~increase ~~securities~~as ~~will~~the ~~ever~~Company ~~develop.~~is ~~Transfer~~a ofpublic reporting ~~our~~company ~~common~~with ~~stock~~the ~~may~~Securities ~~also~~and beExchange ~~restricted~~Commission, ~~under~~which ~~the~~requires ~~securities~~that orit ~~blue~~maintain ~~sky~~relationships ~~laws~~with ofboth ~~various~~PCAOB ~~states~~registered audit firms and ~~foreign~~securities ~~jurisdictions~~counsel to assist with the SEC reporting requirements. ~~Consequently~~In addition, ~~investors~~the Company may ~~not~~also beattempt ~~able~~ to purchase ~~liquidate~~other ~~their~~entities ~~investments~~or assets and ~~should~~operations beof ~~prepared~~other toentities ~~hold~~if the ~~common~~advantageous ~~stock~~situation ~~for~~presents anitself. ~~indefinite~~This ~~period~~could ofrequire the ~~time~~Company to incur substantial professional fees.

~~The~~Critical ~~following~~Accounting ~~table~~Policies ~~sets forth, for the periods indicated, the high~~ and ~~low bid prices for our common stock. The quotations do not reflect adjustments for retail mark-ups, mark-downs, or commissions and may not necessarily reflect actual transactions.~~Estimates

Quarter Ended	High Bid ($)		Low Bid ($)
June 30, 2010	$	5.25	$	3.50
September 30, 2010	$	6.11	$	5.00
December 31, 2010	$	5.25	$	4.00

The preparation of the company’s consolidated financial statements and related disclosures are in conformity with U.S. generally accepted accounting principles (“GAAP”). The Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Note 2, “Summary of Significant Accounting Policies,” of the Notes to Financial Statements included in this Form 10-K, describes the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

~~Holders~~Management believes the Company’s critical accounting policies and estimates are those related to revenue recognition. Management considers these policies critical because they are both important to the portrayal of ~~Our~~the ~~Common~~Company’s ~~Stock~~financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters. The Company’s management has reviewed these critical accounting policies and related disclosures.

AsRevenue ~~of the date of this registration statement, we had 462 shareholders of our common stock.~~Recognition

~~Dividends~~The Company will recognize revenue from the sale of products and services in accordance with ASC 606, ”Revenue from Contracts with Customers,” by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

~~Shenzhen~~Recently ~~AIVtech~~Issued ~~paid~~Accounting dividends in the amount of $4,392,643 during fiscal year ended December 31, 2010. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock, when issued pursuant to this offering. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.Pronouncements

~~Transfer~~We ~~Agent~~do ~~and~~not ~~Registrar~~expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

~~Island~~ITEM ~~Stock Transfer Company is currently the transfer agent and registrar for our common stock~~7A. ~~Its~~QUANTITATIVE ~~address~~AND isQUALITATIVE ~~100~~DISCLOSURES ~~Second~~ABOUT ~~Avenue~~MARKET ~~South, Suite 705S, St. Petersburg, FL 33701. Its phone number is (727) 289-0010.~~RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities ~~Authorized~~Exchange ~~for~~Act ~~Issuance~~of ~~Under~~1934 ~~Equity~~and ~~Compensation~~are ~~Plans~~not required to provide the information under this item.

~~We presently do not have any equity based or other long-term incentive programs. In the future, we may adopt and establish an equity-~~10

ITEM 68. ~~SELECTED~~ ~~FINANCIAL~~Financial ~~DATA~~Statements

WeKEMIAO ~~are~~GARMENT aHOLDING ~~smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~GROUP

~~ITEM~~Index 7.to ~~MANAGEMENT’S~~Financial ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Statements

Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Prospectus. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

	Page

Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets as of December 31, 2019 and 2018	F-2

Consolidated Statements of Operations for the year ended December 31, 2019 and December 31, 2018	F-3

Consolidated Statements of Changes in Stockholders’ Deficiency for the year ended December 31, 2019 and December 31, 2018	F-4

Consolidated Statements of Cash Flows for the year ended December 31, 2019 and December 31, 2018	F-5

Notes to Consolidated Financial Statements	F-6

~~COMPANY OVERVIEW~~11

~~AIVtech,~~Report ~~through its PRC subsidiaries, engages in the business~~ of ~~designing,~~Independent ~~manufacturing~~Registered ~~and~~Public Accounting selling electronic furniture, digital/ multimedia speakers, and LCD/LED television under its own products brand – AIV, which stands for Audio & Interactive Video. Besides its own AIV brand, AIVtech also specializes in both Original Equipment Manufacturing (“OEM”) and Original Design Manufacturing (“ODM”) services. We integrate two traditional industries, which are electronics industry and furniture industry, into a new industry – electronic furniture industry.Firm

WeTo ~~generate revenues mainly from~~ the ~~sales~~shareholders ~~of electronic furniture~~ and ~~digital/multimedia speakers. The production of LCD/LED television started in late April 2010. Our net sales revenues for~~ the ~~year~~board ~~ended December 31, 2010 was approximately $68.3 million, representing a 77.6% growth from the year ended December 31, 2009 with net sales revenues~~ of ~~approximately $38.5 million. Our net income for the year ended December 31, 2010 was approximately $11.3 million, an increase~~ directors of ~~52%,~~Kemiao ~~comparing~~Garment toHolding ~~our net income of approximately $7.5 million for the year ended December 31, 2009.~~ Group

10Opinion on the Financial Statements

~~Restatement~~We have audited the accompanying balance sheets of ~~previous~~Kemiao ~~issued~~Garment Holding Group (the "Company") as of December 31, 2019 and 2018, the related statements of operations, stockholders' equity (deficit), and cash flows for the years 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 December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

WeBasis ~~have~~for reclassified and restated certain line items on the 2009 consolidated financial statements. The restatement has no impact on the 2009 consolidated statement of income and comprehensive income. However, as a result of the restatements, the corresponding line items on the consolidated statements of cash flows have been restated.Opinion

~~RESULTS~~These OFfinancial ~~OPERATIONS~~statements ~~FOR~~are ~~THE~~the ~~YEARS~~responsibility of ~~ENDED~~the ~~DECEMBER~~Company's ~~31,~~management. ~~2010~~Our ~~AND~~responsibility ~~2009~~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.

~~The~~We ~~following~~conducted ~~table~~our ~~presents~~audit ~~certain~~in ~~information~~accordance ~~from~~with the standards of the ~~consolidated~~PCAOB. ~~statement~~Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of ~~operations~~material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of ~~AIVtech~~its ~~International~~internal ~~Group~~control Coover financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the ~~year~~purpose ~~ended~~of ~~December~~expressing 31an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, ~~2010~~we ~~and~~express ~~2009~~no such opinion.

	2010			2009			Change			%Change
Net sales	$	68,334,543		$	38,469,185			29,865,358			78	%
Cost of sales		(52,459,912	)		(28,064,339	)		(24,395,573	)		87	%
Gross profit		15,874,631			10,404,846			5,469,785			53	%
Operating expenses
Selling expense		(741,738	)		(644,757	)		(96,982	)		15	%
General administrative expenses		(2,146,465	)		(1,433,254	)		(713,211	)		50	%
Total operating expenses		(2,888,203	)		(2,078,011	)		(810,192	)		39	%
Income from Operations		12,986,428			8,326,835			4,659,593			56	%
Other income ( expenses)
Change in warrants liability		122,795			-			122,795			100	%
Interest income(expense), net		1,147			(20,245	)		21,392			-106	%
Total other income (expense)		123,943			(20,245	)		144,188			712	%
Income before income tax		13, 110,371			8,306,590			4,803,781			58	%
Provision for Income taxes		(1,715,218	)		(830,659	)		(884,559	)		106	%
Net income		11,395,153			7,475,931			3,919,222			52	%

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.

~~Sales~~Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The ~~following~~accompanying ~~table~~financial ~~sets~~statements ~~forth~~have been prepared assuming that the ~~breakdown~~Company ofwill ~~our~~continue ~~revenue,~~as ~~cost~~a ofgoing ~~sales,~~concern. ~~and~~As ~~gross~~discussed ~~profit~~in byNote ~~product~~3 ~~category~~to ~~for~~the financial statements, the Company’s ~~years~~significant ~~ended~~operating ~~December~~losses ~~31,~~raise ~~2010~~substantial ~~and~~doubt ~~2009,~~about ~~respectively:~~its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	For the year ended
	December 31,2010						December 31,2009					Increase(decrease)
Product categories	Revenue		Cost of sales	Gross profit		Gross profit%	Revenue	Cost of sales		Gross profit	Gross profit %	Revenue			Cost of sales				Gross profit				Gross profit %
												Amount	%		Amount	%			Amount	%			%
Furniture audio		41,417,493	30,516,391		10,901,102	26%	30,829,105		22,427,587	8,401,518	27%	10,588,388		34%	8,088,803		36	%	2,499,585		30	%	-1	%
Multi-media speaker		9,117,387	6,790,569		2,326,818	26%	7,640,080		5,636,752	2,003,328	26%	1,477,307		19%	1,153,818		20	%	323,489		16	%	0	%
LED TV		17,799,663	15,152,952		2,646,711	15%	—			—		17,799,663		100%	15,152,952		100	%	2,646,711		100	%	15	%
Total		68,334,543	52,459,912		15,874,631	23%	38,469,185		28,064,339	10,404,846	27%	29,865,358		78%	24,395,573		87	%	5,469,785		53	%	-4	%

/s/ BF Borgers CPA PC

~~The~~BF ~~Company’s~~Borgers ~~products~~CPA can be divided into three categories: casual furniture audio, multi-media speakers and LEDTV. And furniture audio is the leading selling product of the Company, which accounted for about 61% of total sales for the year ended December 31, 2010. Sales for the year ended December 31, 2010 totaled $68,334,543 compared to $38,469,185 for the year endedPC

~~December,~~We ~~2009,~~have anserved ~~increase~~as ~~of $29,865,358 or approximately 78%. The increase in sales revenue was attributable to~~ the ~~following~~Company's ~~reasons:~~auditor since 2019

11Lakewood, CO

1)March ~~The Company strengthened its advertising and sales promotions activities during the year of 2010. Through participating various exhibits and trade shows in Europe and North America~~16, the Company's products have been accepted by more customers steadily, which helped the sales increase. During 2010, the Company has developed five new customers or distributors, who helped to distribute the Company’s products to previously unaddressed markets, such as Southeast Asia and Eastern Europe. Among total sales, approximately $7,350,590 or 10.7% are generated by these five new customers.2020

2) The Company has newly developed LED/LED TV and entered the market in June 2010. This new product has broadened the Company's product lines and the TV has been sold to various end users through one exclusive distributor Guangdong Guanghong Import and Export Co. Ltd. during the year. TV sales accounted for $17.8 million or 26% of the total sales for the year ended December 31, 2010. In addition, the Company has constantly improved its video gaming furniture and audio products which exposed the Company to more sales opportunities;F-1

3)KEMIAO GARMENT ~~The~~HOLDING establishment of Dongguan AIVtech manufacturing plant in December 2009 has also ensured the sales orders can be produced and fulfilled on a timely basis. As the production capacity increased in Dongguan AIV plant, the company became able to get some larger sales orders than in prior year.GROUP

~~Cost~~CONSOLIDATED BALANCE ~~of Sales~~SHEETS

Total costs of sales was $52,459,912 for the year ended December 31, 2010 as compared to $28,064,339 for the year ended December 31, 2009, an increase of $24.4 million or 87%. The overall increase in cost of sales primarily attributable to the increase in material costs and labor costs in connection with establishing the production line as well as sales of our newly developed TV product. As indicated in the table above, the significant increase in cost of sales in current year attributable to the production costs associated with the LED TV. The increase in cost of sales for furniture audio and multi-media was comparable to the similar increase in sales for these products.

	Year Ended			Year Ended
	December 31, 2019			December 31, 2018

ASSETS

Current assets
Cash	$	–		$	–
Total Assets	$	–		$	–

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
Accounts payable	$	–		$	–
Due to related party		38,120			–
Interest payable		–			–
Accrued expenses		3,575			–
Taxes payable		–			–
Dividend payable		–			–
Warrants liability		–			–
Total Current Liabilities		41,695			–
Total Liabilities		41,695			–

Stockholders’ equity (deficit)
Common stock, $0.001 par value, 75,000,000 shares authorized; 62,942 and 62,942 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively		63			63
Additional paid-in capital		6,997,504			6,997,504
Accumulated deficit		(7,039,262	)		(6,997,567	)
Total stockholders’ equity (deficit)		(41,695	)		–
Total liabilities and stockholders’ equity (deficit)	$	–		$	–

~~Gross~~The ~~Profit~~accompanying notes are an integral part of these audited consolidated financial statements

Total gross profit for the year ended December 31, 2010 was $15,874,631 (or 23% of revenue) as compared to $10,404,846 (or 27% of revenue) for the year ended December 31, 2009, an increase of $5,469,785 or 53%. The increase in our gross profit was in line with the increased sales revenue. However, gross profit as a percentage of revenue decreased 4% compared with prior year. The decrease is primarily due to the higher production cost of TV with lower gross margin. Our furniture audio and multiF-media speaker has an average gross profit of 26% to 27%, but the TV product only has gross profit of 15% due to higher costs incurred. As a result, total gross profit percentage decreased from 27% in 2009 to 23% in 2010. Due to the low profit margin on LED TV, we are currently in the process of assessing the alternative business plan for this product.2

~~Selling,~~KEMIAO GARMENT ~~General~~HOLDING ~~and Administrative Expense~~GROUP

~~Our~~CONSOLIDATED STATEMENTS ~~selling~~OF and distribution expenses include: (1) Advertising and promotion expenses, such as billboard and other physical advertising cost, and costs associated with our showroom or exhibits; (2) salary and commission paid to sales representatives (3) shipping fees incurred to deliver the sales orders to customersOPERATIONS

Selling expense was $741,738 for the year ended December 31, 2010 as compared to $644,757 for the year ended December 31, 2009, an increase of $96,982, or approximately 15%. During 2010, the Company incurred advertising and promotion expense of $234,354 in order to promote the sales of the newly developed TV products. In addition, salary paid to sales representatives increased $200,853 in line with the revenue growing.

	Year Ended December 31, 2019			Year Ended December 31, 2018
Revenues	$	–		$	–

Operating Expenses
Other professional fees		11,579			–
Other general and administrative expense		30,116			–
Total Operating Expenses		41,695			–

Loss from operations		(41,695	)		–

Other Income (Expense)
Debt write-off		–			9,246,978
Interest expense		–			–
Total Other Income (Expenses)		–			9,246,978

Net Income (Loss) Before Income Taxes		(41,695	)		9,246,978
Income tax benefit		–			–
Net Income (Loss)	$	(41,695	)	$	9,246,978

Weighted average common shares outstanding - basic and diluted		62,942			62,942

Net Loss per Common Share - Basic and Diluted	$	–		$	–

~~General~~The ~~and~~accompanying ~~administrative~~notes ~~expense~~are ~~was $2,146,465 for the year ended December 31, 2010 as compared to $1,433,254 for the year ended December 31, 2009, representing~~ an ~~increase~~integral part of ~~$713,211,~~these oraudited ~~approximately~~consolidated ~~50%. The~~financial increase is primarily due to the expenses incurred in connection with the company’s going public. The Company became a public company in May 2010 and incurred approximately $453,460 related to consulting, legal, and other professional fees. In addition, the increase in general and administrative expense in 2010 was also affected by increased payroll expense of approximately $190,836 paid to administrative staff in connection with the expansion of our business.statements

~~Interest expense~~F-3

~~Interest~~KEMIAO GARMENT ~~expense~~HOLDING was $19,607 for the year ended December 31, 2010 as compared to $-0- for the year ended December 31, 2009, an increase of 100%. On January 5, 2010, we entered into a loan agreement with a third-party Dongguan Shilong Industrial Company and borrowed RMB 5 million (approximately to $757,311) for three years with annual interest rate of 2.7%. The loan was borrowed to be used as our working capital fund. No loans were outstanding in the prior comparable period.GROUP

12CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

Change in Fair Value of Warrants

	Common Stock				Additional							Total Stockholders’
	Shares		Par Value $0.001		Paid-In Capital		Subscription Receivables		Accumulated Deficit			Equity (Deficit)

Balance December 31, 2017		62,942	$	63	$	6,997,504	$	–		(16,244,545	)		(9,246,978	)
Net loss		–		–		–		–		9,246,978			9,246,978
Balance December 31, 2018		62,942		63		6,997,504		–		(6,997,567	)		–
Net loss		–		–		–		–		(41,695	)		(41,695	)
Balance December 31, 2019		62,942		63		6,997,504		–		(7,039,262	)		(41,695	)

The ~~Company~~accompanying ~~issued~~notes ~~warrants to investors and placement agents in connection with the private placement offering on December 29, 2010. These warrants~~ are ~~considered~~an aintegral ~~liability~~part ~~and measured at fair value at each reporting period. The Company determined the fair value~~ of ~~the~~these ~~warrants liability~~audited atconsolidated ~~December~~financial 29, 2010, the date of the issuance was $1.40 per share, totaling $422,287. The Company determined the fair value of the warrants at December 31, 2010 was $0.99 per share, totaling $299,492. As a result, we recorded a gain of $122,795 in changes in the fair value of the warrants liability in profit or loss for the year ended December 31, 2010. There were no warrants issued or outstanding in 2009.statements

~~Income Taxes~~F-4

~~Income~~KEMIAO GARMENT ~~tax~~HOLDINGS expense was $1,715,218 for the year ended December 31, 2010 as compared to $ 830,659 for the year ended December 31, 2009, an increase of $884,558 or 106%. The increase in income tax expenses was primarily due to increased in taxable income. As a percentage of net income, income tax expenses was 13.1% for the year ended December 31, 2010 as compared to $10% for the year ended December 31, 2009. The increase was attributable to income tax paid on net income generated from Dongguan AIVtech, which is at the statutory tax rate of 25%. Dongguan AIVtech was formed in December 2009 and generated no income in prior year. Shenzhen AIVtech enjoys a favorable income tax rate of 10% as granted by the local tax authorities for the years ended December 31, 2010 and 2009.GROUP

~~Net~~CONSOLIDATED STATEMENTS ~~Income~~OF CASH FLOWS

Net income was $11,395,153 for the year ended December 31, 2010 as compared to $7,475,931 for the year ended December 31, 2009, an increase of $3.9 million, or 52.4%. This improvement reflects the increased revenue in current year.

	Year Ended December 31, 2019			Year Ended December 31, 2018

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(41,695	)	$	9,246,978
Adjustment to reconcile net loss from operation:
Shares issued for services and debt		–			–
Gain from debt write-off					(9,246,978	)
Changes in Operating Assets and Liabilities
Accounts payable		–			–
Accrued expenses		3,575			–
Net Cash Used in Operating Activities		(38,120	)		–

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party		38,120			–
Net Cash Provided by Financing Activities		38,120			–

Net Increase (Decrease) in Cash
Cash at Beginning of Period		–			–
Cash at End of Period	$	–		$	–

SUPPLEMENTAL NON-CASH DISCLOSURE:
Income taxes paid	$	–		$	–
Interest paid	$	–		$	–

Non-Cash Financing and Investing Activities
Dividends accrued on convertible preferred stock	$	–		$	129,291
Common stock issued for payment of related party debt	$	–		$	–

~~CRITICAL~~The ~~ACCOUNTING~~accompanying ~~POLICY~~notes are an integral part of these audited consolidated financial statements

~~PRINCIPLES OF CONSOLIDATION~~F-5

~~Our~~KEMIAO ~~consolidated~~GARMENT ~~financial~~HOLDING statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"). The consolidated financial statements include the financial statements of the Company and its subsidiaries, AIVTech Holding (H.K.) Limited, Shenzhen AIV Electronics Co., Ltd., and Dongguan AIV Electronics Co., Ltd, All significant inter-company balances and transactions are eliminated in consolidation.GROUP

~~USE~~Formerly OFAivtech International ~~ESTIMATES~~Group Co.

~~The~~NOTES ~~preparation~~TO ofFINANCIAL consolidated financial statements in conformity with U.S.GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes, and disclosure of contingent liabilities at the date of the consolidated financial statements. Estimates are used for, but not limited to, the selection of the useful lives and residual values of property and equipment, provision for doubtful accounts, provision necessary for contingent liabilities, fair values, revenue recognition, and other similar charges. Management believes that the estimates utilized in preparing its consolidated financial statements are reasonable and prudent. Actual results could differ from these estimates.STATEMENTS

~~FAIR~~As ~~VALUE~~of OFand ~~FINANCIAL~~for ~~INSTRUMENTS~~the year ended December 31, 2019

~~The~~NOTE ~~Company~~1 ~~adopted~~- ~~the~~ORGANIZATION ~~provisions~~AND of Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:OPERATIONS

~~Level~~Kemiao 1Garment –Holding ~~Inputs~~Group ~~are~~formerly ~~unadjusted~~known ~~quoted~~as ~~prices~~AIVtech inInternational Group ~~active~~Co. ~~markets~~(the ~~for~~“Company”) ~~identical~~is ~~assets~~a orcorporation ~~liabilities~~organized ~~available~~under atthe laws of the ~~measurement~~State ~~date~~of Nevada.

~~Level~~On 2April –18, ~~Inputs~~2016, ~~are~~the ~~unadjusted~~Eighth ~~quoted~~District ~~prices~~Court of Clark County of Nevada granted the Application for ~~similar~~Appointment ~~assets~~of ~~and~~Custodian ~~liabilities~~as ina ~~active~~result ~~markets,~~of ~~quoted~~the ~~prices~~absence ~~for~~of ~~identical~~a orfunctioning ~~similar~~board ~~assets~~of directors and the ~~liabilities~~revocation inof ~~markets~~the ~~that~~Company’s ~~are~~charter. ~~not~~The ~~active,~~order ~~inputs~~appointed ~~other~~a ~~then~~custodian ~~quoted~~to ~~prices~~take ~~that~~any ~~are~~Corporation ~~observable,~~actions ~~and~~on ~~inputs~~behalf ~~derived~~of ~~from~~the Company orthat ~~corroborated~~would byfurther ~~observable~~the ~~market~~interests ~~data~~of its shareholders.

~~Level~~On 3January –24, ~~Inputs~~2019, ~~are~~a ~~unobservable~~change ~~inputs~~of ~~which~~control ~~reflect~~occurred ~~the~~with ~~reporting~~respect to ~~entity’s own assumptions on what assumptions~~ the ~~market~~Company ~~participants~~to ~~would~~better ~~use~~reflect inits ~~pricing~~new ~~the~~business ~~asset or liability based on the best available information~~direction.

13The Company intends to acquire private corporations that are involved in IT apparel ecosystem platform and fashion intelligent manufacturing industry that are organized under the laws of the Republic of China. Upon consummation, the Company, through its wholly-owned subsidiary, will be involved in manufacturing, R&D, sales, and service in fashion related industry.

~~The~~In ~~carrying~~light ~~amounts~~ of ~~certain~~the ~~financial~~current ~~instruments,~~health ~~including cash and cash equivalents~~concerns, ~~accounts receivable, other receivables, accounts payable, long-term loan, taxes payable, other payables and accrued liabilities, approximate their fair value due~~ the ~~short-term nature of these items. The carrying amount of long-term loan approximates the fair value based on the~~ Company's ~~expected~~also ~~borrowing~~intends to ~~rate~~entrust ~~with~~manufacturers ~~similar remaining maturities and comparable risk~~ in ~~market. The~~China ~~warrants~~to ~~liability~~produce isand ~~measured~~sell atsecondary ~~fair~~medical ~~value~~equipment onsuch aas ~~recurring~~N95 ~~basis~~masks asand ~~discussed~~protective ~~below~~clothing.

~~REVENUE~~NOTE ~~RECOGNITION~~2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The~~Basis ~~Company recognizes revenue when the following fundamental criteria are met: (i) persuasive evidence~~ of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price to the customer is fixed or determinable and (iv) collection of the resulting receivable is reasonably assured. Revenue is not recognized until title and risk of loss is transferred to the customer, which occurs upon delivery of goods, and objective evidence exists that customer acceptance provisions have been met.presentation

The Company ~~sells its products to customers who have passed the Company~~’s ~~credit~~financial ~~check.~~statements ~~Sales~~have ~~agreements~~been ~~are~~prepared in ~~signed~~accordance with ~~each~~accounting ~~customer.~~principles ~~The~~generally ~~purchase~~accepted ~~price of products is fixed~~ in the ~~agreement.~~United ~~The~~States ~~Company~~of ~~makes~~America ~~custom~~(“U.S. ~~products based on sales agreements, so no sales returns are allowed~~GAAP”). The ~~Company~~preparation of ~~accept~~financial ~~returns~~statements ~~one~~in ~~year~~conformity ~~from~~with ~~the~~accounting ~~date~~principles ofgenerally ~~shipment~~accepted ~~only~~ in the ~~event~~United States of ~~defects.~~America ~~Historically,~~requires ~~the~~management to ~~Company~~make ~~has~~estimates ~~not experienced significant defects,~~ and ~~replacements~~assumptions ~~for~~that ~~defects~~affect ~~have been minimal. For~~ the ~~years~~reported ~~ended~~amounts ~~December~~of ~~31,~~assets ~~2010~~ and ~~2009,~~liabilities noand ~~sales~~disclosure ~~returns~~of contingent assets and ~~allowances~~liabilities ~~have~~at ~~been~~the ~~recorded.~~date ~~Should~~of ~~returns~~the ~~increase~~financial instatements and the ~~future~~reported itamounts ~~would~~of berevenues ~~necessary~~and toexpenses ~~adjust~~during ~~estimates,~~the inreporting period. ~~which~~Actual ~~case~~results ~~recognition~~could ofdiffer ~~revenues~~from ~~could~~those ~~be delayed~~estimates.

InManagement ~~the~~further ~~PRC~~acknowledges that it is solely responsible for adopting sound accounting practices, ~~value~~establishing ~~added~~and ~~tax~~maintaining ~~(VAT)~~a system of ~~17%~~internal ofaccounting ~~the~~control ~~invoice~~and ~~amount~~preventing isand detecting ~~collected~~fraud. inThe ~~respect~~Company's system of ~~the~~internal ~~sales~~accounting ofcontrol ~~goods~~is ondesigned ~~behalf~~to ofassure, ~~tax~~among ~~authorities.~~other ~~The~~items, ~~VAT~~that ~~collected~~1) isrecorded transactions ~~not~~are ~~revenue~~valid; of2) ~~the~~valid ~~Company~~transactions are recorded; ~~instead,~~and ~~the~~3) ~~amount~~transactions isare recorded asin the proper period in a ~~liability~~timely onmanner to produce financial statements which present fairly the ~~balance~~financial ~~sheet~~condition, ~~until~~results ~~such~~of ~~VAT~~operations isand ~~paid~~cash toflows of the ~~authorities~~Company for the respective periods being presented.

~~ACCOUNTS~~Use ~~RECEIVABLE~~of estimates

~~Accounts~~The ~~receivable~~preparation ~~are~~of ~~recorded~~financial atstatements ~~net~~in ~~realizable~~conformity ~~value~~with ~~consisting~~accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the ~~carrying~~reported ~~amount~~amounts ~~less~~of anassets ~~allowance~~and ~~for~~liabilities ~~uncollectible~~and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period.

The Company does periodical reviews as to whether the carrying values of accounts have become impaired. The assets are considered to be impaired if the collectability of the balances become doubtful, accordingly, the management estimates the valuation allowance for anticipated uncollectible receivable balances. When facts subsequently become available to indicate that the allowance provided requires an adjustment, then the adjustment will be recorded as a change in allowance for doubtful accounts. Usually, the credit term is within 90 days. If amount with aging is over 90 days, then allowance for doubtful accounts may be estimated and recorded. If we were to apply a hypothetical increase of 5% in estimating allowance for doubtful accounts for the years ended December 31, 2010 and 2009, respectively, the provision for bad debt expense would be increased by $359,635and $102,004, respectively.F-6

~~INVENTORIES~~The Company’s significant estimates include income taxes provision and valuation allowance of deferred tax assets; the fair value of financial instruments; the carrying value and recoverability of long-lived assets, including the values assigned to an estimated useful lives of computer equipment; and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

~~Inventories~~Management ~~are~~regularly ~~stated~~reviews atits ~~the~~estimates ~~lower~~utilizing ofcurrently available ~~cost~~information, orchanges ~~market~~in ~~value~~facts ~~using~~and ~~planned cost~~circumstances, ~~and~~historical ~~the~~experience ~~cost~~and ~~variances~~reasonable ~~are adjusted the planned cost into the actual cost quarterly~~assumptions. ~~Management~~After ~~compares~~such ~~the~~reviews, and ~~cost~~if ofdeemed ~~inventories~~appropriate, ~~with~~those ~~the~~estimates ~~market value and allowances~~ are ~~made~~adjusted ~~for~~accordingly. ~~writing~~Actual ~~down~~results ~~their~~could ~~inventories~~differ tofrom ~~market~~those ~~value, if lower~~estimates.

~~WARRANTS~~Carrying ~~LIABILITY~~value, recoverability and impairment of long-lived assets

~~Our~~The ~~warrants~~Company ~~are~~has ~~measured~~adopted atparagraph ~~fair value at each reporting period. We use the Black~~360-~~Scholes~~10-35-17 ~~valuation~~of ~~model to determine~~ the ~~fair~~FASB ~~value~~Accounting Standards ofCodification ~~warrants. The inputs~~ for ~~the~~its ~~Black~~long-~~Scholes~~lived ~~model~~assets. ~~require~~The ~~the~~Company’s ~~use~~long-lived ~~of significant assumptions~~assets, ~~including~~which 1)include ~~the~~computer ~~expected~~equipment ~~term~~are ~~the~~reviewed for ~~warrants~~impairment ~~will~~whenever beevents ~~held~~or ~~before exercise, 2) our common stock price volatility. Changes in these assumptions can materially affect fair value of the warrants on the consolidated balance sheets, the~~ changes in ~~fair~~circumstances ~~value~~indicate ofthat ~~warrants would result in income or expenses on~~ the ~~consolidated~~carrying ~~statements~~amount of ~~income~~an ~~and~~asset ~~comprehensive~~may ~~income.~~not ~~We consider the inputs used to determine the fair value to~~ be ~~level 2 inputs within the fair value hierarchy established by GAAP~~recoverable.

~~INCOME~~The ~~TAXES~~Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

The Company ~~did~~considers ~~not~~the ~~generate~~following ~~any~~to ~~taxable~~be ~~income~~some ~~outside~~examples of ~~PRC~~important indicators ~~for~~that ~~the~~may ~~years~~trigger ~~ended~~an ~~December~~impairment ~~31,~~review: ~~2010~~(i) ~~and~~significant ~~2009.~~under-performance ~~The~~or ~~Company~~losses ~~does not repatriate any earnings outside PRC. The Company is governed by the Income Tax Law~~ of ~~PRC~~assets ~~governing~~relative ~~privately run enterprises, which are generally subject~~ to aexpected ~~statutory~~historical or ~~tax~~projected ~~rate~~future ofoperating ~~25%~~results; ~~after~~(ii) ~~appropriate~~significant ~~tax~~changes ~~adjustments.~~in ~~Shenzhen~~the ~~AIVtech~~manner ~~was~~or ~~formed~~use onof ~~May~~assets ~~18,~~or ~~2006~~ in athe ~~special~~Company’s ~~economic~~overall strategy ~~zone~~with inrespect ~~Shenzhen~~to ~~and~~the ~~has~~manner ~~been~~or ~~granted~~use aof ~~favorable tax treatment by local tax authority which stipulated a 100% income tax exemption for~~ the ~~first~~acquired ~~two~~assets ~~years~~or ~~and~~changes ~~50%~~in ~~income tax exemption for~~ the ~~following~~Company’s ~~consecutive~~overall ~~three~~business ~~years.~~strategy; (iii) ~~Consequently,~~significant ~~for~~negative ~~the~~industry ~~years~~or ~~ended~~economic ~~December~~trends; ~~31,~~(iv) ~~2010~~increased ~~and~~competitive ~~2009,~~pressures; ~~Shenzhen~~(v) ~~AIVtech enjoyed~~ a ~~favorable~~significant ~~tax~~decline ~~exemption~~in ~~policy and~~ the Company’s ~~effective~~stock ~~income~~price ~~tax rate~~ for ~~Shenzhen~~a ~~AIVtech~~sustained ~~assessed~~period byof ~~local~~time; ~~tax authority was 11%~~ and ~~10%~~(vi) ~~for~~regulatory ~~the years ended December 31, 2010 and 2009, respectively~~changes. ~~Dongguan AIVtech is now subject to 25% statutory income tax rate.~~ The ~~favorable~~Company ~~income~~evaluates ~~tax~~acquired ~~rate~~assets for ispotential ~~assessed~~impairment ~~and~~indicators ~~reviewed~~at byleast ~~the~~annually ~~local tax authority on a periodic basis~~ and ~~there~~more isfrequently noupon ~~guarantee that~~ the ~~Company~~occurrence ~~will~~of ~~grant~~such ~~the same assessment after the current assessment expires in May 2011~~events.

~~Liquidity~~The ~~and~~impairment ~~Capital~~charges, ~~Resources~~if any, is included in operating expenses in the accompanying consolidated statements of operations.

AtCash ~~December 31, 2010, cash was $7,079,221 as compared to $3,605,741 at December 31, 2009. Our principal sources of liquidity have been cash generated from our operating activities~~ and long-term loans from third party. Our working capital as of December 31, 2010 was approximately $8,517,552, current assets totaled $15,042,070 and current liabilities were $6,524,518. The components of the $3,473,480 increase of cash ~~and cash~~ equivalents ~~are reflected below.~~

14The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

	For the year ended		For the year ended
	December 31,2010		December 31,2009
			(Restated)
Net cash provided by operating activities	$	6,713,186	$	9,751,433
Net cash used in investing activities		(184,473)		(284,840)
Net cash used in financing activities		(3,153,715)		(8,316,825)
Effects of exchange rates on cash		98,481		12,510
Net change in cash	$	3,473,480	$	1,162,277

Related parties

~~Net~~The ~~Cash~~Company ~~Provided~~follows bysubtopic ~~Operating~~850-10 ~~Activities~~of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

~~For~~Pursuant to Section 850-10-20 the ~~year~~Related parties ~~ended~~include ~~December~~a) 31affiliates of the Company; b) Entities for which investments in their equity securities would be required, ~~2010~~absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, weto ~~had~~be ~~positive~~accounted for ~~cash~~by ~~flow~~the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) Other parties that can significantly influence the management or operating ~~activities~~policies of ~~$6,713,186.~~the ~~The~~transacting ~~reason~~parties or ~~was~~that ashave an ownership interest in one of the ~~following:~~transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

1) The decrease in inventory of $4.6 million in 2010 primarily due to adoption of a strict inventory management policy which enables the Company to control the manufacturing based on sales orders and avoid slowF-~~moving and obsolete items.~~7

2The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) ~~Taxes~~involved ~~payable~~description ~~increased~~of the ~~$228~~transactions,~~198~~ ~~mainly~~including ~~due~~transactions to which no amounts or nominal amounts were ascribed, for each of the ~~increase~~periods infor ~~sales~~which income ~~revenue~~statements are presented, and ~~taxable~~such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

3)Commitments ~~Accounts receivable increased $5 million when comparing December 31, 2010~~ and December 31, 2009. The increase in outstanding accounts receivable was primarily due to the Company beginning to sell newly developed TV in 2010 and in order to enhance the sales and expand potential market, the Company extended the credit sales to one major distributor who will be responsible for distributing the TV products to overseas end users.contingencies

4)The ~~Accounts~~Company ~~payable~~follows ~~decreased~~subtopic $5450-20 of the FASB Accounting Standards Codification to report accounting for contingencies.3 ~~million~~Certain inconditions ~~2010~~may exist as ~~compared~~of tothe ~~2009~~date ~~primarily~~the ~~due~~consolidated financial statements are issued, which may result in a loss to the Company ~~making~~but which will only be resolved when one or more ~~frequent~~future ~~payment~~events occur or fail to ~~various~~occur. ~~vendors~~The ~~with~~Company ~~positive~~assesses ~~cash~~such ~~flow~~contingent ~~provided~~liabilities, byand ~~operating~~such ~~activities~~assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

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

~~Cash~~Loss ~~used~~contingencies inconsidered ~~investing~~remote ~~activities~~are ~~amounted~~generally tonot ~~$184,473~~disclosed unless inthey ~~2010,~~involve ~~as compared to $284~~guarantees,~~840~~ in ~~2009.~~which ~~Cash~~case ~~used~~the inguarantees ~~investing~~would ~~activities~~be ~~represented~~disclosed. ~~additions~~Management ofdoes ~~property~~not ~~and~~believe, ~~equipment~~based ~~for~~upon ~~both~~information available ~~years.~~at Inthis ~~December 2009~~time, ~~our~~that ~~subsidiary~~these ~~and~~matters -will ~~Dongguan~~have ~~AIVtech~~a ~~was~~material ~~formed~~adverse ~~and~~effect weon ~~purchased~~the ~~some~~Company’s ~~new~~consolidated ~~equipment~~financial ~~and~~position, results ~~tools in the amount~~ of ~~$284,840~~operations inor ~~connection~~cash ~~with this new subsidiary~~flows. ~~In 2010~~However, ~~the~~there ~~additions~~is tono ~~our~~assurance ~~property~~that ~~and~~such ~~equipment~~matters ofwill ~~$184,473~~not ~~related~~materially toand ~~purchase~~adversely ~~of equipment to support~~ affect the ~~manufacturing~~Company’s ofbusiness, ~~our~~financial ~~newly~~position, ~~developed TV product. We began to manufacture~~ and ~~sell~~results ~~TVs~~of inoperations ~~June~~or ~~2010~~cash flows.

~~Net~~Revenue ~~Cash Used in Financing Activities~~recognition

~~Cash~~The ~~used~~Company inadopted ~~financing~~ASU ~~activities~~2014-09, ~~for~~Topic ~~the~~606 ~~year~~on ~~ended~~January ~~December~~1, 312018, using ~~2010~~the ~~amounted~~modified toretrospective ~~$3,153,715~~method. ~~The~~ ~~Company~~ASC ~~obtained~~606 ~~$744,624~~requires ~~proceeds~~the ~~from~~use of a ~~third~~new ~~party~~five-step ~~with~~model anto ~~applicable~~recognize ~~annual~~revenue ~~interest~~from ~~rate~~customer ~~of 2~~contracts.~~7%.~~ The ~~Also,~~five-step inmodel ~~2010,~~requires that the Company ~~paid~~(i) ~~cash~~identify ~~dividends~~the ofcontract $4with the customer,~~392,643~~ to(ii) ~~shareholders~~identify ~~pursuant~~the toperformance obligations in the ~~relevant~~contract, ~~Board~~(iii) ~~Resolution.~~determine Inthe ~~addition~~transaction price, including variable consideration to the ~~Company~~extent ~~borrowed~~that ~~RMB~~it 2is ~~million~~probable ~~(approximate~~that a tosignificant ~~$273~~future reversal will not occur,~~397~~ (iv) ~~from~~allocate athe ~~related~~transaction ~~party~~price ~~for~~to ~~six~~the ~~months~~respective performance obligations in the contract, and (v) recognize revenue when (or as) ~~meet~~the ~~temporary~~Company ~~working~~satisfies ~~capital~~the ~~needs~~performance obligation.

~~Cash~~The ~~used~~adoption ~~in financing activities for the year ended December 31, 2009 amounted to $8.3 million which included cash dividend payments~~ of ~~$8,785,288~~Topic ~~and~~606 ~~proceeds~~has ~~received~~no ~~from~~impact ~~shareholder~~on ~~capital~~revenue ~~contribution~~amounts ofrecorded on ~~$439,264. In~~the ~~December~~Company’s ~~2009,~~financial westatements ~~formed Dongguan AIVtech~~ as ~~our manufacturing plant and one minority shareholder contributed RMB 3 million (equivalent to $439,264) as part of~~ the ~~capital~~Company ~~fund~~has ~~for~~not ~~the~~generate ~~establishment~~any ~~of Dongguan AIVtech~~revenues.

WeIncome ~~anticipate~~Tax ~~that our available funds and cash flows generated from operations will be sufficient to meet our anticipated on-going operating needs for the next twelve months.~~Provisions

AsThe Company follows Section 740-10-30 of ~~December~~the 31FASB Accounting Standards Codification, ~~2010~~which requires recognition of deferred tax assets and ~~2009~~liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, ~~our~~deferred ~~loan~~tax ~~arrangements~~assets and liabilities are ~~indicated~~based ason ~~follows:~~the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Income and Comprehensive Income in the period that includes the enactment date.

	2010		2009
Long-term loan		757,311		-
Due to related parties		529,166		29,252
Total	$	1,286,477	$	29,252

F-8

15The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 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 Section 740-10-25, 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 should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

OnNet ~~January~~income ~~5, 2010, we obtained a loan from a third-party Dongguan Shilong Industrial Company for RMB 5 million~~ (~~approximately to $757,311~~loss) ~~for~~per ~~the~~common ~~purpose of working capital needs. The loan is due on January 3, 2013.~~share

~~During~~Net income (loss) per common share is computed pursuant to section 260-10-45 of the ~~normal~~FASB ~~course~~Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the ~~business,~~period. ~~from~~Diluted ~~time~~net toincome ~~time,~~(loss) weper ~~temporarily~~common share ~~borrow~~is ~~money~~computed ~~from~~by ~~principal~~dividing ~~shareholders~~net orincome ~~officers~~(loss) toby ~~finance~~the ~~our~~weighted ~~working~~average ~~capital~~number asof ~~needed~~shares of common stock and potentially outstanding shares of common stock during the period. The ~~amounts~~weighted ~~are~~average ~~usually~~number ~~unsecured,~~of ~~non-interest~~common ~~bearing~~shares outstanding and ~~due~~potentially onoutstanding common ~~demand~~shares assumes that the Company incorporated as of the beginning of the first period presented.

InThe ~~May~~Convertible ~~2010,~~Preferred ~~Shenzhen AIVtech entered into an agreement with Shenzhen Top Finance Guaranty Investment Inc.~~Stocks, inwarrants ~~which~~and ~~Shenzhen~~stock ~~Top~~options are ~~Finance~~not ~~Guaranty~~included ~~Investment Inc. agreed to pay, on behalf of Shenzhen AIVtech, all legal, audit, consulting and other expense~~ in ~~connection~~potentially ~~with~~dilutive ~~Shenzhen~~shares ~~AIVtech’s~~outstanding ~~efforts~~for ~~of going public in~~ the ~~United~~period ~~States.~~ended ~~Total such expenses incurred and paid by Shenzhen Top Finance Guaranty Investment Inc on behalf of Shenzhen AIVtech within 2010 amounted to $220,907. In addition, on~~ December 31, ~~2010,~~2019 ~~Dongguan~~and ~~AIVtech~~2018 ~~entered into a loan agreement with Shenzhen Top Finance Guaranty Investment Inc. to borrow RMB 2 million (approximate to $302,924)~~ as ~~working~~these ~~capital~~would ~~for~~have an ~~six~~anti-dilutive ~~months~~impact (on ~~from~~earnings ~~October~~per ~~29, 2010 to March 28, 2011)~~share. The loan bears average bank interest floating upward 20%. Shenzhen Top Finance Guaranty Investment Inc. is one of the major shareholders of the Company, owns 10.38% of the total issued and outstanding common shares of the Company.

~~Contractual~~Cash ~~Commitments:~~flows reporting

The ~~following~~Company ~~table~~adopted ~~indicated~~paragraph ~~our~~230-10-45-24 ~~contractual~~of ~~obligation~~the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of ~~December~~the 31FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, ~~2010:~~using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Payments Due by Period
	Total		Less than 1 Year		1-3 Years		3-5 Years		More than 5 Years
Operating lease obligations	$	1,914,669	$	425,401	$	454,359	$	1,034,909	$
Long term loan		757,311				757,311		—		—
Interest payments(1)		73,611		32,716		40,895		—		—
Total	$	2,745,591	$	458,117	$	1,252,565	$	1,034,909	$	-

NOTE 3 – GOING CONCERN

~~(1)~~The ~~Annual~~accompanying ~~interest~~financial ~~payment~~statements onhave been prepared assuming that the ~~long~~Company ~~term~~will ~~loan~~continue ~~calculated~~as ~~using~~a ~~the~~going ~~average~~concern, ~~interest~~which ~~rate~~contemplates continuity of ~~2.7%~~operations, ~~4.32%~~realization ~~and~~of ~~5.4%~~assets, ~~for~~and ~~year~~ liquidation of ~~2010,~~liabilities ~~2011~~in ~~and~~the ~~2012,~~normal ~~respectively~~course of business.

~~Off-Balance~~As ~~Sheet~~reflected ~~Arrangements~~in the accompanying financial statements, the Company had an accumulated deficit at December 31, 2019 of $7,039,262 without any revenues. These factors among others raise substantial doubt about the Company’s ability to continue as a going concern.

~~None.~~F-9

~~ITEM~~While 7Athe Company has not commenced operations and generate revenues, the Company’s cash position may not be significant enough to support the Company’s daily operations. ~~QUANTITATIVE~~ ~~AND~~Management intends ~~QUALITATIVE~~to ~~DISCLOSURES~~raise ~~ABOUT~~additional ~~MARKET~~funds ~~RISK~~by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to generate revenues 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 further implement its business plan and generate revenues.

WeThe ~~are~~financial astatements ~~smaller~~do ~~reporting~~not ~~company~~include asany ~~defined~~adjustments bythat might ~~Rule~~be ~~12b-2~~necessary ofif the ~~Securities~~Company ~~Exchange~~is ~~Act~~unable ~~of 1934 and are not required~~ to ~~provide~~continue ~~the~~as ~~information~~a ~~under~~going ~~this item~~concern.

~~ITEM~~NOTE ~~8. FINANCIAL~~4 ~~STATEMENTS~~– ~~AND~~STOCKHOLDERS’ ~~SUPPLEMENTARY DATA~~ DEFICIT

~~The~~Common ~~financial statements start from F-1.~~Stock

~~ITEM~~On 9.April ~~CHANGES~~20, IN2016, ~~AND~~pursuant ~~DISAGREEMENTS~~to ~~WITH~~the ~~ACCOUNTANTS~~Nevada ONCourt ~~ACCOUNTING~~Order ~~AND~~granting appointment ~~FINANCIAL~~of ~~DISCLOSURE~~a custodian to the Company, the Company issued 40,000,000 shares of common stock to the appointed custodian

On ~~January~~November 67, ~~2011~~2019, ~~our~~the ~~board~~Company ofeffectuated ~~directors dismissed Acquavella, Chiarelli, Shuster, Berkower & Co., LLP (“ACSB”) as our independent registered public accounting firm, and we engaged~~ a ~~new~~1 ~~independent~~for ~~registered public accounting firm~~1,000 ~~Friedman~~reverse stock ~~LLP~~splits ~~(“Friedman”),~~of toits ~~serve~~common ~~as our independent auditor~~stock. ~~Pursuant~~All tocommon ~~Item~~stock ~~304(a)~~has ofbeen ~~Regulation~~retroactively ~~S-K under the Securities Act of 1933, as amended, and under the Securities Exchange Act of 1934, as amended, we reports as follows:~~restated.

~~(a) Dismissal~~As of ~~Current~~ ~~Independent~~December ~~Registered~~31, ~~Public~~2019, ~~Accounting~~the ~~Firm~~Company has 62,942 shares issued and outstanding.

(i) ACSB was dismissed as our independent registered public accounting firm effective on January 6, 2011; (ii) Our Board of Directors participated in and approved the decision to dismiss our previous independent registered public accounting firm on January 6, 2011; (iii) ACSB’s audit reports on the financial statements of AIVtech-HK, for the years ended December 31, 2009 and 2008, did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles;Warrants

~~(iv)~~In weconnection ~~did not have any disagreements~~ with ~~ACSB relating to any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure for~~ the ~~audited~~private ~~financials~~placement ofoffering ~~AIVtech-HK~~on ~~for the two fiscal years ended~~ December 31 29, ~~2009 and 2008~~2010, ~~and~~ the ~~review~~Company onissued ~~our financial statements from its engagement on May 12, 2010 through the date of dismissal on January 6, 2011, which disagreements, if not resolved~~ to the ~~satisfaction~~investors offive-year ~~ACSB,~~Series ~~would~~A ~~have~~Warrants ~~caused us~~ to ~~make~~purchase ~~reference~~up to ~~the~~an ~~subject~~additional ~~matter~~251,334 ofshares ~~the disagreements in connection with our reports; and (v) In connection with the audited financial statements~~ of ~~AIVtech-HK~~common stock ~~for~~at ~~the~~an ~~years~~exercise ~~ended~~price ~~December 31, 2009 and 2008 and quarterly interim unaudited financial information~~ of ~~the~~$4.00 ~~Company from May 12, 2010~~ and ~~for~~issued ~~any~~warrants ~~subsequent~~to ~~interim period through~~ the ~~date~~placement ofagent ~~dismissal~~to onpurchase ~~January 6, 2011, there have been no reportable events with the Company as set forth in Item 304(~~a~~)(1)(v)~~ oftotal ~~Regulation S-K. (vi) In connection with the audited financial statements~~ of ~~AIVtech-HK for the years ended December 31~~50,267 ~~2009~~shares ~~and 2008 and quarterly interim unaudited financial information~~ of ~~the~~common ~~Company~~stock at ~~from~~an ~~May~~exercise ~~12,~~price ~~2010 and for any subsequent interim period through the date~~ of ~~dismissal on January 6, 2011, there have been no reportable events with the Company as set forth in Item 304(a)(1)(v) of Regulation S-K~~$4.00 ~~(vii)~~per ~~On March 20, 2011, AIVtech International Group Co~~share. ~~(the~~The ~~“Company”)~~warrants ~~concluded that the financial statements~~ of ~~AIVtech~~301,601 ~~Holding~~shares ~~(Hong~~have ~~Kong)~~expired ~~Limited,~~and abecame ~~wholly~~non-~~owned~~exercisable ~~subsidiary~~prior ofto ~~the Company, for the year ended~~ December 31, ~~2009~~2018 and ~~the financial statements of the Company included in Form 10-Q for the periods ended June 30, 2010 and September 30, 2010 should not be relied upon~~2017. ~~These financial statements were audited or reviewed by ACSB,~~

16NOTE 5 – LIABILITIES AND DEBTS FROM PRIOR BUSINESS OPERATIONS

~~(b)~~The ~~Engagement~~Company’s has outstanding account payables and accrued expense, taxes payable, due to related parties, dividend payable, and warrant liabilities of ~~New~~$9,246,978 ~~Independent~~as ~~Registered~~of ~~Public~~September ~~Accounting~~30, ~~Firm~~2011 that carryover from prior business operation that was abandoned. On January 1, 2018, the outstanding liabilities and debts were written-off due to statute of limitation and were recognized as other income.

	(i)	On January 6, 2011, we engaged Friedman to serve as our independent registered public accounting firm. The decision to engage Friedman was approved by the Board of Directors on January 6, 2011; and
	(ii)	prior to engaging Friedman, we had not consulted Friedman regarding (1) the application of accounting principles to a specified transactions, (2) the type of audit opinion that might be rendered on the Company’s financial statements, (3) written or oral advice was provided that would be an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issues, or (4) any matter that was the subject of a disagreement between the Company and its predecessor auditor as described in Item 304(a)(1)(iv) or a reportable event as described in Item 304(a)(1)(v) of Regulation S-K.

NOTE 6 – INCOME TAX

InOn ~~addition~~December 22, ~~Ronald~~2017, R.the ~~Chadwick,~~President ~~P.C.~~of ~~was~~the ~~our~~United ~~independent~~States ~~auditor~~signed into ~~before~~law wethe ~~engaged~~Tax ~~ACSB~~Cuts inand ~~connection~~Jobs ~~with~~Act ~~the~~(“Tax ~~acquisition~~Reform ~~closed~~Act”). inThe ~~May~~legislation ~~2010~~significantly changes U.S. Ontax ~~May~~law 12by, ~~2010~~among other things, welowering ~~dismissed~~corporate ~~Ronald~~income R.tax ~~Chadwick~~rates, ~~P.C.~~implementing ~~(“Ronald”)~~a asterritorial ~~our~~tax ~~independent~~system ~~registered~~and ~~public~~imposing ~~accounting~~a ~~firm~~transition tax on deemed repatriated earnings of foreign subsidiaries. The ~~Board~~Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of ~~Directors~~34% to a flat 21% rate, effective January 1, 2018. As a result of the ~~Company~~reduction ~~approved~~in ~~such~~the ~~resignation~~U.S. oncorporate ~~May~~income 12tax rate from 34% to 21% under the Tax Reform Act, ~~2010~~the Company revalued its ending net deferred tax assets.

During the fiscal years ended September 30, 2009 and 2008 and through May 12, 2010, neither us nor anyone acting on our behalf consulted ACSB with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to us or oral advice was provided that ACSB concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(v) of Regulation SF-K.10

~~ITEM~~The 9ACompany has accumulated approximately $7,039,262 of net operating losses (“NOL”) carried forward to offset future taxable income. ~~CONTROLS~~ ~~AND~~In ~~PROCEDURES~~assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will 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 become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

Evaluation of Disclosure Controls and Procedures

	Year Ended December 31
	2019			2018

Income Tax
NOL carryover	$	8,619		$	–
Less: Valuation allowance		(8,619	)		–
Deferred tax assets, net of valuation allowance		–			–

As required by Rule 13a-15 under the Exchange Act, our management, including our chief executive officer and our chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2010.

	Years Ended December 31,
	2019			2018

Federal income tax rate		21%			15
Less: Valuation allowance		-21%			-15
Effective Income Tax Rate		0%			0

NOL Amounts	$	(7,039,262	)	$	(6,997,567	)

~~Disclosure~~NOTE ~~controls~~7 ~~and~~– ~~procedures~~SUBSEQUENT refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.EVENTS

~~Management~~The ~~conducted~~Company ~~its~~has ~~evaluation~~evaluated ofsubsequent ~~disclosure~~events ~~controls~~to ~~and~~the ~~procedures~~date ~~under~~ the financial ~~supervision~~statements ofwere ~~our~~issued ~~chief executive officer~~ and ~~our~~has ~~chief~~determined ~~financial officer. Based on~~ that ~~evaluation~~there weare ~~believe~~no ~~that~~items ~~our~~to ~~disclosure~~disclose ~~controls~~or ~~and~~require ~~procedures were not effective as of December 31, 2010~~adjustments.

~~Management’s~~On February ~~Annual~~18, ~~Report~~2020, onthe ~~Internal~~Company ~~Control~~converted ~~over~~certain ~~Financial~~debt ~~Reporting~~owed to related party into common stocks of the Company at $0.01 per share.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.F-11

17ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

~~Our~~On ~~management~~May 26, ~~including our chief executive officer and our chief financial officer~~2019, isthe ~~responsible~~Company’s ~~for~~Board ~~establishing~~of ~~and~~Directors ~~maintaining~~approved the ~~for~~engagement usof ~~adequate~~BF ~~internal~~Borgers ~~control~~CPA ~~over~~PC ~~financial reporting as defined in Rules 13a-15~~(f“BFB”), ~~and~~as ~~15d-15(f) under~~ the ~~Securities~~Company's ~~Exchange~~independent ~~Act. Our~~accountant ~~internal control system was designed~~ to, inaudit ~~general, provide reasonable assurance to our management and board regarding~~ the ~~preparation~~Company’s ~~and fair presentation of published~~ financial statements, ~~but~~and ~~because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness~~ to ~~future~~perform ~~periods~~reviews ~~are subject to the risk that controls may become inadequate because~~ of ~~changes~~interim infinancial ~~conditions, or that the degree of compliance with the policies or procedures may deteriorate~~statements.

~~Our~~During ~~management~~the istwo ~~also~~most ~~required~~recent tofiscal years ~~assess~~ and ~~report~~any onsubsequent ~~the~~interim ~~effectiveness~~period ofpreceding ~~our~~BFB’s ~~internal~~appointment, ~~control~~there ~~over~~have ~~financial~~been ~~reporting~~no indisagreements ~~accordance~~ with ~~Section~~BFB ~~404~~on ofany ~~the Sarbanes-Oxley Act~~ matter of ~~2002~~accounting ~~(“Section~~principles ~~404”). Our~~or ~~management~~practices, ~~including our chief executive officer and our chief~~ financial ~~officer~~statement disclosure, ~~assessed~~or ~~the~~auditing ~~effectiveness~~scope ofor ~~our internal control over financial reporting as of December 31~~procedure, ~~2010. In~~which ~~making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission~~ disagreement(~~COSO~~s) in, if ~~Internal~~not ~~Control~~resolved –to ~~Integrated Framework. During our assessment of~~ the ~~effectiveness~~satisfaction of ~~internal~~ ~~control~~BFB ~~over~~concerning ~~financial reporting as of December 31, 2010, management identified significant deficiencies related to (i)~~ the ~~U.S.~~subject ~~GAAP~~matter ~~expertise~~ of ~~our~~each ~~internal accounting staff, (ii) our internal audit functions, (iii) the ability~~ of ~~our~~such ~~internal~~disagreements ~~accounting~~would ~~staff~~have tocaused ~~record our transactions~~ them to ~~which~~make wereference ~~are~~thereto ~~a party which necessitates our bringing~~ in ~~external~~their ~~consultants~~report to supplement this function, and (vi) a lack of segregation of duties within accounting functions. Therefore, our internal controls over financial reporting were not effective as of December 31, 2010 based on the ~~material~~financial ~~weakness described below~~statements.

·ITEM ~~insufficient~~9A. ~~monitoring~~Controls ~~controls to determine the adequacy of our internal control over financial reporting~~ and ~~related policies and procedures;~~Procedures

·Evaluation ~~lack~~ of ~~competent~~Disclosure ~~financial~~Controls ~~management personnel with appropriate accounting knowledge~~ and ~~training;~~Procedures

·Disclosure ~~insufficient~~controls and procedures are controls ~~over~~and procedures that are designed to ensure that information required to be disclosed in our ~~period~~reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-~~end~~15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of December 31, 2019 due to the material weaknesses resulting from the Board of Directors not currently having any members who qualify as an audit committee financial ~~close~~expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and ~~reporting~~controls ~~processes;~~were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements.

·Changes ~~ineffective~~in ~~controls~~Internal Control over ~~the~~Financial ~~accounting for acquisitions.~~Reporting

WeOur ~~became~~management ahas ~~reporting~~also ~~company~~evaluated onour ~~May 12, 2010, with the completion of the reverse acquisition. We began to prepare to be in compliance with the~~ internal control ~~obligations,~~over ~~including~~financial ~~Section 404~~reporting, ~~for~~and ~~our~~there ~~fiscal~~have ~~year~~been ~~ending~~no ~~December~~significant ~~31,~~changes ~~2010. Prior~~in ~~to May 12, 2010,~~ our internal ~~accounting~~controls ~~staff~~or ~~was primarily engaged~~ in ~~ensuring~~other ~~compliance~~factors ~~with~~that could ~~PRC~~significantly ~~accounting~~affect ~~and~~those ~~reporting~~controls ~~requirements~~subsequent ~~for our operating subsidiaries and was not required~~ to ~~meet or apply U.S. GAAP requirements. As a result, with~~ the ~~exception~~date of ~~certain additional persons who we hired subsequent to May 12, 2010 to address these deficiencies,~~ our ~~current~~last ~~internal accounting department responsible for our financial reporting is relatively new to U~~evaluation.~~S. GAAP and the related internal control procedures required of U.S. public companies.~~

InThe ~~order~~Company tois ~~correct~~not ~~the~~required ~~foregoing~~by ~~deficiencies,~~current SEC werules ~~engaged~~to ~~consultants~~include, ~~who are familiar with PRC GAAP~~ and USdoes ~~GAAP~~not ~~to assist us in the preparation of financial statements in accordance with US GAAP. We have also~~include, ~~in September 2010, established~~ an ~~audit~~auditor's ~~committee~~attestation ~~comprised~~report. ofThe ~~three~~Company's ~~independent~~registered ~~directors.~~public Weaccounting ~~also~~firm ~~intend~~has not toattested ~~taking steps~~ to ~~improve~~Management's ~~our~~reports ~~internal~~on ~~audit staff so that~~ the ~~staff~~Company's ~~will become familiar with both US GAAP and the establishment of~~ internal ~~controls. We~~control ~~anticipate~~over ~~that, because of the need to hire and train qualified accounting personnel, we will continue to use an independent consultant to assist us in preparing our~~ financial ~~statements in accordance with US GAAP~~reporting.

WeITEM ~~believe~~9B. ~~that~~Other the foregoing steps will remediate the significant deficiencies identified above, and we will continue to monitor the effectiveness of these steps and make any changes that our management deems appropriate.Information

~~Changes in Internal Control over Financial Reporting~~None.

No change in our system of internal control over financial reporting occurred during the period covered by this report, fourth quarter of the fiscal year ended December 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.12

~~Auditor~~PART ~~Attestation~~III

~~This~~ITEM ~~annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting~~10. ~~The~~ ~~Dodd-Frank~~Directors, ~~Wall~~Executive ~~Street~~Officers ~~Reform~~ and ~~Consumer~~Corporate ~~Protection Act exempts us, as a company with a public float of less than $75 million, from the requirement that our independent registered public accounting firm attest to our financial controls.~~Governance

~~ITEM~~Directors ~~9B.~~and ~~OTHER~~Executive ~~INFORMATION.~~Officers

~~None~~Set forth below are the names, ages and positions of our current directors and executive officers. Unless otherwise indicated, the address of each person listed is c/o Kemiao Garment Holding Group, 6910 S. Cimarron Rd. Suite 240, Las Vegas, NV, 89114.

Name and Address	Age	Position
Yanping S. Sheng	57	CEO, CFO, President, Secretary and Director
Jimmy P. Lee	36	Director
Yugang Zhu	39	Director

~~PART~~ Yanping ~~III~~Sheng, CEO, CFO, President, Secretary and Director

~~ITEM~~Mr. 10Sheng graduated from Tsinghua University with the credentials of EMBA and a degree in Risk Management. ~~DIRECTORS,~~ ~~EXECUTIVE~~His ~~OFFICERS~~employment ~~AND~~is ~~CORPORATE~~as ~~GOVERNANCE~~follows:

~~The~~· ~~following~~2013 ~~table~~to ~~sets forth the name~~present, ~~age,~~prepared ~~and~~for ~~position~~the ofregistration ~~our executive officers and directors. Executive officers are elected annually by our Board~~ of ~~Directors. Each~~World ~~executive~~Financial ~~officer~~Holding ~~holds~~Group ~~his~~(HK) ~~office~~and ~~until~~ he ~~resigns,~~has isbeen ~~removed~~served byas the Board, or his successor is elected and qualified. Directors are elected annually by our shareholders at the annual meeting. Each director holds his office until his successor is elected and qualified or his earlier resignation or removal.CEO

~~Directors~~· 2014 to present, participated in the merger and ~~Executive~~acquisition ~~Officers~~of Baying Ecological Holding Group Inc (ticker symbol: BYIN)

Name	Age	Position
Jinlin Guo	40	Chief Executive Officer and Chairman of the Board of Directors
Yilin Shi	36	Chief Financial Officer and Director
Lanbin Ding	36	Director of Product Design Department
Teli Liao	26	Secretary
Jian Wang	50	Independent Director
Wenbing Wu	49	Independent Director
James C. Hansel	57	Independent Director

2017 to present, participated in the merger and acquisition of Dong Fang Hui Le Inc. (ticker symbol: DFHL)

~~Set~~· ~~forth~~2018 ~~below~~to ispresent, aCEO ~~brief description~~ of ~~the~~World ~~background~~Financial ~~and~~Holding ~~business~~Group ~~experience of our executive officers and directors during the past five~~ (5USA) ~~years.~~

19· 2018 to present, served as CEO of Shanghai Capital Holding Co., Ltd

~~Jinlin~~· ~~Guo,~~2018 ~~Age~~to 40present, ~~CEO~~Yanping ~~and~~Sheng ~~Chairman~~served as the director of World Capital Holding Ltd (BVI)

~~Mr.~~· ~~Guo~~2018 ~~graduated~~to ~~from HuNan University and majored in Machinery Manufacturing~~present, ~~titled~~served as anCEO ~~engineer. He is the founder of AIVtech-HK~~ and ~~used~~CFO ~~to be the designer~~ of ~~ShenZhen~~BEESFREE ~~KaiRong electronics Co~~Inc., ~~Ltd~~(ticker ~~and~~symbol: ~~the controller of ShenZhen SanNuo electronic Co., Ltd. We believe that Mr. Guo’s experience in the electronics industry qualifies him as the CEO and Chairman of our Company.~~BEES)

~~Yilin~~· ~~Shi,~~2018 ~~Age~~to 36present, ~~CFO~~served ~~and~~as ~~Director~~CEO of Shanghai Qifan Enterprise Management Co., Ltd.

~~Mr.~~While ~~Shi~~serving ~~graduated from TianJin University of Commerce and majored in Accounting, titled~~ as ~~having~~an aofficer ~~professional title~~ of ~~accountant. He used to be the financial controller of ShenZhen TongHao electronic motor Co.~~these companies, ~~Ltd and the financial manager of ShangHai ZhenHai handicraft product Co., Ltd.~~ Mr. ~~Shi~~Sheng ~~was~~formulated ~~appointed~~medium asand ~~company's~~long-term ~~financial~~development ~~controller~~strategies inand ~~2005.~~corporate Wedevelopment ~~believe that Mr~~goals. ~~Shi’s~~His experience inincludes presiding ~~the~~over ~~financial~~board ~~industry~~meetings, ~~and~~reviewing ~~his~~financial ~~prior~~reports, ~~positions~~external asrelations, ~~a financial manager~~ and aassessment ~~financial controller qualify him as the CFO~~ and amonitoring ~~director~~ of ~~our~~senior ~~Company~~personnel.

~~Lanbin~~Jimmy ~~Ding,~~P. ~~Age 36~~Lee, Director ~~of Product Design Department~~

Graduated from University at Albany with a bachelor’s degree in accounting and received his CPA license in NY. Mr. ~~Ding~~Lee has ~~been~~over ~~our~~10 ~~director~~years of ~~product~~experience ~~design~~in ~~department~~public accounting ~~since~~where ~~2006.~~he ~~Prior~~has toworked ~~joining~~for ~~our~~multiple ~~company,~~public heCPA ~~served~~firms asin ~~the~~New ~~design~~York ofCity ~~Beijing~~involving ~~Amber~~audits ~~Design~~and ~~Company~~accounting ~~from~~for ~~1999~~reverse tomergers and ~~2000,~~IPO ~~resident~~entities ~~designer~~listing ofon ~~Delta~~Nasdaq ~~Electronics~~NYSE ~~(Thailand)~~and coOTC Markets., ~~Ltd~~Mr. ~~from~~Lee ~~2000~~has tomanaged ~~2001~~his ~~and~~own ~~the~~CPA ~~chief~~Firm, ~~designer~~BNP ofAssociates ~~computer~~Inc. ~~group~~since in2010, providing ~~Tsing~~accounting ~~Hua~~and ~~Tong~~advisory ~~Fang~~services ~~Co.,~~to ~~Ltd.~~firms ~~from~~located ~~2002~~in toChina ~~2006~~and Malaysia. Mr. ~~Ding~~Lee ~~graduated~~as ~~from~~an ~~BeiJing~~enthusiastic ~~Business~~entrepreneur, well versed with both US and ~~Technology~~Asia ~~University~~markets, and ~~majored~~with expertise in ~~industrial~~going ~~design~~public, mergers and acquisitions brings great values to the firm. His employment is as follows:

~~Teli~~· ~~Liao,~~2010 ~~Age~~to 26present, ~~Secretary~~BNP Associates Inc.

~~Mr.~~Yufang Liao graduated from NanChang University and majored in Accounting. Mr. Liao joined AIVtech in March 2010. Mr. Liao worked as an English Translator in FanTeHongJing International Education Group in 2009. We believe that Mr. Liao’s educational background and English proficiency qualify him to serve as the Secretary of the Company.Zhu, Director

~~Jian~~Yufang ~~Wang~~Zhu was born on October 20th 1970, ~~Age~~Chinese 50nationality. She has extensive experience in Italian and Japanese draping, ~~Independent~~advanced ~~Director~~customization and brand production techniques from China's top fashion design masters Jianming Wang and Dejin Wang.

Mr. Wang is a professor and supervisor in Ergonomics in Applied Psychology major of ZheJiang University in China. He is also the director of the Institute of Physical Education and the Health Department at the University of Zhejiang. In addition, Mr. Wang is currently the director of the Ergonomics Society, vice president of Biomechanics, deputy director of Occupational Ergonomics, director of the Chinese Physiological Society, and vice director of Physiology Society of Zhejiang Province. Mr. Wang is engaged in researching health science, furniture engineering and fitness equipment, as well as in the development of innovative products. In 1987, Mr. Wang obtained his master degree in Physiology from University of Hangzhou. He also earned a PhD in Engineering from University of Hangzhou in 1996. We believe that Mr. Wang’s scientific background and corporate experience qualify him to serve as an independent director of the Company.13

~~Wenbing~~In Wu2008, ~~Age~~Yufang ~~49,~~Zhu ~~Independent~~was ~~Director~~responsible for customizing the costumes of the president of the Olympic Committee. Miss Zhu created the clothing brand Mei Ke and YUF.ZHU. His employment is as follows:

~~Mr.~~· Wu2006 isto ~~a financial expert at the China Development Institute (CDI) and possesses extensive experience and expertise in domestic and international economic analysis~~2012, ~~corporate~~served ~~restructuring, mergers and acquisitions, securities and capital markets,~~ as ~~well as in financial and taxation standards. Mr. Wu has also been appointed as~~ a ~~senior~~director ~~expert to the Shenzhen Government. In 2004, Mr. Wu obtained his MBA in The Queen’s University~~ of ~~Brighton.~~garment ~~Mr.~~production ~~Wu got his Master Degree~~ in ~~Finance~~Beijing ~~from~~Aosenyuan ~~TianJin~~Clothing ~~University of Finance and Economy in 1994 and Bachelor Degree in Economy from NanJing Institute of Aeronautical Technology in 1987~~Co., ~~We believe Mr~~Ltd. ~~Wu’s educational background and corporate finance experience qualify him to serve as an independent director of the Company.~~

~~James~~· C.2006 ~~Hansel~~to 2012, ~~Age~~served ~~57,~~as ~~Independent~~general ~~Director~~manager of Meikeduo Garment Trade Cepartment in Chenghua District of Sichuan Province

~~Mr.~~· ~~Hansel~~2015 isto ~~a director of the Company. He has been a director~~present, ~~officer,~~served oras ~~management committee member at several companies and organizations, and he bridges~~ the ~~three~~general ~~fields~~manager of ~~technology,~~Chongqing ~~energy,~~Kemiao ~~and~~tTading ~~finance~~Co. ~~Currently~~, ~~he is the managing director of Eight Winds Capital Management, LLC~~LTD. Prior to that, Mr. Hansel was executive director and senior portfolio manager at UBS Global Asset Management (New York) Inc., where he founded and managed an award-winning $2.6 billion global technology-sector mutual fund for over five years. Earlier in his career, Mr. Hansel was an information technology practitioner for UBS, Chase Manhattan Bank, and other companies. From 1989 through 1994, he represented the financial services industry on Corporate IT Advisory Board at Intel Corporation. We believe that this significant experience qualifies him to serve as a director.

~~Mr.~~· ~~Hansel~~2017 ~~holds~~to apresent, ~~Bachelor~~served ofas ~~Arts~~the ~~degree~~legal ~~from~~representative ~~Wesleyan University and a Master~~ of ~~Science~~Snow ~~(Computer~~Valley ~~Science)~~Group ~~degree from Fairleigh S~~Co., ~~Dickinson University~~Ltd. ~~He also holds the Chartered Financial Analyst (CFA) designation.~~

20· 2017 to Present, served as executive director of Jiangxi Kemiao Agricultural Development Co., Ltd.

~~Family~~· ~~Relationships~~2017 to present, served as executive director of Tanfang Clothing (Shanghai) Co., Ltd.

~~There~~Board ~~are no family relationships exist between the directors and executive officers of the Company.~~Composition

~~The~~Our By-Laws provide that the Board of Directors directors which shall constitute the whole board shall not be less than one (1) nor more than seven (7) or such other maximum number of directors as permitted by the Nevada General Corporation Law. The maximum or minimum number of directors cannot be changed, nor can a fixed number be substituted for the maximum and ~~Committees~~minimum numbers, except by a duly adopted amendment to the articles of incorporation or by an amendment to this bylaw.

~~Subject~~No to certain exceptions, under the listing standards of the NASDAQ Global Market, a listed company’s board of directors must consist of a majority of independent directors. Currently, our board of directors has determined that each of the non-management directors, Jian Wang, Wenbing Wu and James C. Hansel, is an “independent” director as defined by the listing standards of NASDAQ Global Market currently in effect and approved by the U.S. Securities and Exchange Commission (“SEC”) and all applicable rules and regulations of the SEC. All members of the Audit, Compensation and Nominating Committees ~~satisfy the “independence” standards applicable to members~~ of ~~each such committee. The board of directors made this affirmative determination regarding these directors’ independence based on discussions with~~ the ~~directors and on its review~~ Board of ~~the directors’ responses to a standard questionnaire regarding employment and compensation history~~Directors; ~~affiliations,~~No ~~family~~Financial and other relationships; and transactions with the Company. The board of directors considered relationships and transactions between each director or any member of his immediate family and the Company and its subsidiaries and affiliates. The purpose of the board of director’s review with respect to each director was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent under the NASDAQ Global Market rules.Expert

~~Audit~~We ~~Committee~~do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. Nor do we have an audit committee or financial expert. Management has decided not to establish an audit committee at present because our limited resources and limited operating activities do not warrant the formation of an audit committee or the expense of doing so. As such, our entire Board of Directors acts as our audit committee. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management’s belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Section 407 of the Sarbanes-Oxley Act of 2002 and Item 407(d) of Regulation S-K is beyond our limited financial resources and the financial skills of such an expert are simply not required or necessary for us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity of accounting issues raised in our financial statements at this stage of our development.

We established our Audit Committee in September 2010. The Audit Committee consists of Jian Wang, Wenbing Wu and James C. Hansel, each of whom is an independent director. Wenbing Wu, Chairman of the Audit Committee, is an “audit committee financial expert” as defined under Item 407(d) of Regulation S-K. The purpose of the Audit Committee is to represent and assist our board of directors in its general oversight of our accounting and financial reporting processes, audits of the financial statements and internal control and audit functions. The Audit Committee’s responsibilities include:Auditors

●Our ~~Assisting~~principal ~~the~~registered ~~Board~~independent auditor ofis ~~Directors~~BF ~~in fulfilling its responsibilities by reviewing: (i) the financial reports provided by the Corporation to the Securities and Exchange Commission ("SEC")~~Borgers, ~~the~~CPA ~~Corporation's stockholders or to the general public, and (ii) the Corporation's internal financial and accounting controls.~~PC

●Code ~~Overseeing the appointment, compensation, retention and oversight~~ of ~~the work performed by any independent public accountants engaged by the Company.~~Ethics

●The ~~Recommending,~~Company ~~establishing~~does ~~and~~not ~~monitoring~~have ~~procedures~~a written ~~designed~~code toof ~~improve~~ethics ~~the~~that ~~quality~~applies ~~and~~to ~~reliability of~~ the ~~disclosure of the~~ Company'’s ~~financial condition and results of operations~~officers.

~~The~~Potential ~~board~~Conflicts of ~~directors has adopted a written charter for the Audit Committee. A copy of the Audit Committee Charter is posted on our corporate website at: www.aivtechgroup.com.~~Interest

~~Compensation~~Since ~~Committee~~we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executives or directors.

WeDirector established our Compensation Committee in September 2010. The Compensation Committee consists of Jian Wang, Wenbing Wu and James C. Hansel, each of whom is an independent director. Mr. Wenbing Wu is the Chairman of the Compensation Committee. The Compensation Committee is responsible for reviewing and approving corporate goals and objectives relevant to chief executive officer and senior management compensation, evaluating chief executive officer and senior management performance in light of those goals and objectives and, either as a committee or together with other independent directors (as directed by the Board of Directors), determining and approving chief executive officer and senior management compensation based on this evaluation. The Compensation Committee also considers and makes recommendations to the Board of Directors with respect to the Company’s employee benefit plans as well as on matters relating to organization and succession of senior management.Independence

~~The~~Our ~~Board~~board of ~~Directors~~directors has ~~adopted~~undertaken a review of the independence of each director and considered whether any director has a ~~written~~material ~~charter~~relationship ~~for~~with ~~the~~us ~~Compensation~~that ~~Committee~~could compromise his ability to exercise independent judgment in carrying out his responsibilities. AAs ~~copy~~a result of ~~the~~this ~~Compensation~~review, ~~Committee~~our ~~Charter~~board of isdirectors ~~posted~~determined onthat ~~our~~Jimmy ~~corporate~~Lee ~~website~~is ~~at:~~an ~~www~~independent director.~~aivtechgroup.com.~~

~~Nominating Committee~~14

WeInvolvement ~~established our Nominating Committee~~ in ~~September~~Legal 2010. The Nominating Committee consists of Jian Wang, Wenbing Wu and James C. Hansel, each of whom is an independent director. Mr. Jian Wang is the Chairman of the Nominating Committee. The Nominating Committee makes recommendations to the Board with respect to the size and composition of the Board, the minimum qualifications and standards for director nominees and the selection criteria for the Board members, reviews the qualifications of potential candidates for the Board, and seeks and identifies a qualified director nominee, in the event that a director vacancy occurs, to be recommended to the Board for either appointment by the Board to serve the remainder of the term of a director position that is vacant or election at the annual meeting of the shareholders.Proceedings

21None of our officers or directors has filed a personal bankruptcy petition, had a bankruptcy petition filed against any business of which they were a general partner or officer at the time of bankruptcy or within two years prior to that time, or has been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws within the past ten (10) years.

~~The~~Compliance ~~Board~~with ofSection ~~Directors has adopted~~ 16(a) Of ~~written charter for~~ the ~~Nominating~~Exchange ~~Committee. A copy of the Nominating Committee Charter is posted on our corporate website at: www.aivtechgroup.com.~~Act

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

ToITEM the best of our knowledge, our directors and officer has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement11. ~~Except~~Executive as set forth in our discussion below in “Certain Relationships and Related Transactions,” our directors and officer has not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.Compensation

~~Code~~Summary ~~of Ethics and Business Conduct~~Compensation

InOur ~~September~~officer ~~2010, our board of directors adopted a Code of Ethics~~ and ~~Business Conduct, which applies to all~~ directors, ~~officers~~do not ~~and~~currently ~~employees.~~take ~~The~~any ~~purpose~~formal ofsalary ~~the~~for ~~Code~~their isservices to ~~promote professional and ethical conduct with respect to our business practices worldwide. A copy of~~ the ~~Code is posted on our corporate website located at www~~Company.aivtechgroup.com. The Code is available in print, without charge, upon written request to us at AIVtech International Group Co., Attention: Secretary, 1305 East, Hightech Plaza, Phase 2, Tian'An Cyber Park, Futian District, Shenzhen City, Guangdong Province, China. We intend to post promptly any amendments to or waivers of the Code on our corporate website.

~~ITEM~~Outstanding ~~11. EXECUTIVE~~Equity ~~COMPENSATION~~Awards

~~Summary~~Our ~~Compensation~~directors ~~Table~~and –officers ~~Fiscal~~do not ~~Years~~have ~~Ended~~unexercised ~~December~~options, 31stock that has not vested, ~~2010~~or ~~and~~equity ~~2009~~incentive plan awards.

~~The~~Compensation ~~following~~of ~~table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named person for services rendered in all capacities during the noted periods.~~Directors

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Jinlin Guo	2010	$	35,294		0		0		0		0	$	35,294
CEO and Chairman	2009	$	35,294		0		0		0		0	$	35,294
Yilin Shi	2010	$	9,705		0		0		0		0	$	9,705
CFO and Director	2009	$	9,705		0		0		0		0	$	9,705
Lanbin Ding	2010	$	16,892		0		0		0		0	$	16,892
Director of Product Design Department	2009	$	16,892		0		0		0		0	$	16,892
Teli Liao Secretary	2010	$	8,180		0		0		0		0	$	8,180
Jie Zhang (1)	2010	$	0		0		0		0		0	$	0
Galina Birca (2)	2010	$	0		0		0		0		0	$	0
	2009	$	0		0		0		0		1,750	$	1,750
Vladimir Enachi (3)	2010	$	0		0		0		0		0	$	0
	2009	$	0		0		0		0		0	$	0

Our directors do not receive compensation for their services as directors.

(1)	Mr. Jie Zhang was appointed as the sole director and officer of the Company on April 16, 2010 and he resigned from the Board of Directors and from all positions he held in the Company in connection with the Share Exchange effective May 12, 2010.
(2)	Mrs. Birca was the former Chief Executive Officer and President of the Company. She receives compensation of $250 monthly commencing in April 2009. On April 16, 2010, Galina Birca tendered a resignation from all positions held in the Company, effective immediately.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

22There are no formal employment contracts, or other contracts with our officers or directors. There are no compensation plans or arrangements, including payments to be made by us, with respect to our officers, directors or consultants that would result from the resignation, retirement or any other termination of such directors, officers or consultants from us. There are no arrangements for directors, officers, employees or consultants that would result from a change-in-control.

~~(3)~~ITEM Mr12. ~~Enachi~~Security ~~was~~Ownership ~~the~~of ~~former~~Certain ~~Chief~~Beneficial ~~Financial~~Owners ~~Officer,~~and ~~Treasurer~~Management and ~~Secretary~~Related ofStockholder ~~the Company. He receives compensation of $0 monthly commencing in April 2009. On April 16, 2010, Vladimir Enachi tendered a resignation from all positions held in the Company, effective immediately.~~Matters

~~Director~~Security ~~Compensation~~Ownership of Certain Beneficial Owners

The following table ~~shows~~lists, ~~information~~as of ~~regarding~~March 10, 2020, the ~~compensation~~number ~~earned~~of ~~during~~shares ~~the~~of ~~fiscal~~common ~~year~~stock ~~ended~~of ~~December~~our ~~31,~~Company ~~2010~~that are beneficially owned by (i) each person or entity known to our Company to be the ~~member~~beneficial owner of ~~our~~more ~~board~~than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors ~~whose~~as ~~compensation~~a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is ~~not~~based ~~included~~upon ininformation furnished by each person using beneficial ownership concepts under the ~~summary~~rules ~~compensation~~of ~~table~~the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total ($)
Jian Wang (1)	-		-		-		-	0
Wenbing Wu (2)	-		-		-		-	0
James C. Hansel (3)	$12,500		-		-		-	$12,500

~~_______________~~The percentages below are calculated based on 62,946 shares of our common stock issued and outstanding as of March 11, 2020. Unless otherwise indicated, the address of each officer and director listed below is c/o Kemiao Garment Holding Group, 6910 S. Cimarron Rd., Suite 240, Las Vegas, NV, 89114.

(1)	Jian Wang has been serving as an Independent Director of the Company since June 13, 2010.
Name of Beneficial Owner		Title of Class	Amount and Nature of Beneficial Ownership	Percent of Class
(2)	Wenbing Wu has been serving as an Independent Director of the Company since June 13, 2010.
Yufang Zhu (1)		Common	36,000 Shares	57.19%
(3)	James C. Hansel has been serving as an Independent Director of the Company since August 23, 2010.
World Capital Holding Ltd (2)		Common	4,000 Shares	6.35%
Jinlin Guo (3)		Common	4,830 Shares	6.96%
Guo Jin Tong Investment (HK) Ltd (3)		Common	3,601 Shares	5.7%

Employment Agreement

(1)	Kemiao Garment Holding Group is controlled by Yufang Zhu. Ownership of thirty six thousand (36,000) shares of restricted common stock. Yufang Zhu is a beneficial owner and director of the Company.

(2)	World Capital Holding, Ltd has 50,000 outstanding and is controlled by the following persons: Yanping Sheng - 1,000 shares 2% Kung-Fa Yang - 10,000 shares 20% Kung-Fu,Yang - 29,000 shares 58% Kung-Hui Yang - 10,000 shares 20%

(3)	Guo Jin Tong Investement (HK) Ltd is controlled by Jinlin Guo. Jinlin Guo collectively holds 8,431 shares of common stock through his control of Guo Jin Tong Investments and shares registered in the name of Jinlin Guo

OnRELATED ~~August~~PARTY 23, 2010, we entered into a director agreement (the “Director Agreement”) with James C. Hansel for a period of one year until August 22, 2011. We will pay to James C. Hansel (i) a cash payment of $25,000 per year payable on a quarterly basis, (ii) 2,000 shares of our common stock within ten (10) business days after the execution of the Director Agreement, and (iii) warrant to purchase 20,000 shares of the Company’s common stock annually. Additionally, we will reimburse the independent director for all reasonable out-of-pocket expenses incurred by the independent director in attending any in-person meetings, provided that the independent director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the independent director) must be approved in advance by the Company. We have also agreed to maintain a director and officer insurance policy with a minimum coverage of $3 million after the Company uplisting to a senior exchange, including Nasdaq Capital Market, Nasdaq Global Market, Nasdaq Global Select or any successor market thereto or NYSE Amex or any successor market thereto.TRANSACTIONS

~~Besides~~Due ~~this,~~to ~~we currently do not have any other employment agreement with any directors or executive officers.~~Officer

~~ITEM~~During 12the period from January 1, 2019 to December 31, 2019, the Company received advances from its officer to pay for operating expenses. ~~SECURITY~~ ~~OWNERSHIP~~The OFbalance ~~CERTAIN~~due ~~BENEFICIAL~~to the ~~OWNERS~~officer ~~AND~~at ~~MANAGEMENT~~December ~~AND RELATED~~31, ~~STOCKHOLDER~~2019 ~~MATTERS~~was $40,000. In subsequent events, on February 18, 2020, the related party was issued 40,000,000 shares of the Company’s common stock as payment in full.

Name of Beneficial Owner	Title	Amount and Nature of Beneficial Ownership	Percent of Class (1)
Directors and Officers
Jinlin Guo	Chief Executive Officer and Chairman of the Board of Directors	7,472,850 (6)	33.19%
Yilin Shi	Chief Financial Officer and Director	0	-
Lanbin Ding (2)	Director of Product Design Department	3,600,600	15.99%
Teli Liao	Secretary	0	-
Jian Wang	Independent Director	0	-
Wenbing Wu	Independent Director	0	-
James C. Hansel	Independent Director	0	-
All Executive Officers and Directors as a group (7 persons)		11,073,450	49.19%
5% Shareholders
Shenzhen Top Finance Guaranty Investment Inc. (3)		2,075,000	9.22%
Green Grass Capital Management Limited (4)		1,747,150	7.76%
CRL International Company Limited (5)		1,664,668	7.34%

Director Independence

23Our securities are not listed on a national securities exchange or on any inter-dealer quotation system which has a requirement that a majority of directors be independent. Our board of directors has undertaken a review of the independence of each director by the standards for director independence set forth in the NASDAQ Marketplace Rules. Under these rules, an independent director is one who is not an executive officer or an employee of the company and who does not have a relationship that, in the opinion of the board of directors, would interfere with exercising independent judgment in carrying out a director’s responsibilities. Our board of directors has determined that one of our directors qualify as independent directors.

(1)	Applicable percentage of ownership is based on 22,513,334 shares of common stock outstanding as of the date of this registration statement together with securities exercisable into common stock for each stockholder.
(2)	Owned through Guo Jin Tong Investment (HK) Limited. Lanbin Ding, as managing director, as voting and control power over the shares held by Guo Jin Tong Investment (HK) Limited.
(3)	Rui Wang, as managing director, as voting and control power over the shares held by this entity.
(4)	Zheshui Ma, as managing director, as voting and control power over the shares held by this entity.
(5)	Consisting of (i) 1,513,334 shares of common stock issued in the Private Placement, and (ii) 151,334 shares of common stock underlying the Investor Warrants to purchase 151,334 shares of common stock at an exercise price of $4.00 per share. Rong Chen has the voting and control power over CRL International Company Limited.
(6)	Consisting of 4,360,350 shares of common stock held by Mr. Guo directly and 3,112,500 shares held by other shareholders which Mr. Guo has the voting and control power over pursuant to the trust agreements between Mr. Guo and these shareholders.

ITEM 1314. ~~CERTAIN~~Principal ~~RELATIONSHIPS~~Accountant ~~AND~~Fees ~~RELATED~~and ~~TRANSACTIONS, AND DIRECTOR INDEPENDENCE~~Services

OnAudit April 16, 2010, our then majority shareholders entered into certain stock purchase agreements with certain purchaser, pursuant to which Jie Zhang purchased 3,000,000 shares of the Company’s issued and outstanding common stock from Galina Birca, our then President and CEO; and 2,900,000 shares of the Company’s issued and outstanding common stock from Vladimir Enachi, our then CFO and Director. The total of 5,900,000 shares represents 61.3% of the Company’s then outstanding common stock. Jie Zhang paid a total of $29,500 to Galina Birca and Vladimir Enachi for their shares.Fees

~~On May 12, 2010, we entered into a share exchange agreement by and among AIVtech, AIVtech-HK, and the shareholders of AIVtech-HK.~~ The ~~closing~~Company ofengaged ~~the~~BF ~~transaction took place on May 12~~Borgers, ~~2010.~~CPA ~~Pursuant to the terms of the share exchange agreement, we acquired all of the outstanding shares of AIVtech-HK from its shareholders; in exchange, we~~ PC (1“BFB”) ~~issued~~as ~~to the shareholders of AIVtech-HK, their designees or assigns, an aggregate of 10,375,000 shares or 51.88% of the shares of~~ our ~~common~~independent ~~stock~~registered atpublic ~~the~~accounting ~~time~~firm ofon ~~the~~May ~~transaction~~26, ~~at $0~~2019.~~005~~ ~~per~~The ~~share;~~audit ~~and~~fees ~~(2) pay cash of $3,948,125~~ to ~~the~~BFB ~~AIVtech~~for ~~shareholders in~~ the ~~form~~year ofended December ~~promissory note payable within twelve months of the transaction. Pursuant to the share exchange agreement~~31, ~~AIVtech-HK~~2019 ~~became~~were ~~our~~approximately ~~wholly-owned subsidiary~~$10, ~~and we own 100% of AIVtech-Shenzhen through AIVtech-HK, and 70% of AIVtech-Dongguan through AIVtech-Shenzhen~~929. ~~Jinlin Guo, our chief executive officer and chairman, owns the other 30% of AIVtech-Dongguan.~~

~~AIVtech~~Audit-HKRelated is a holding company incorporated under the laws of Hong Kong on November 4, 2005 with subsidiaries engaged in manufacturing casual furniture audio series, multimedia speakers, and LED. AIVtech-HK owns 100% of AIVtech-Shenzhen, a company incorporated on October 26, 2004 under the laws of the PRC. AIVtech-Shenzhen owns 70% of AIVtech-Dongguan, a company incorporated on December 25, 2009 under the laws of the PRC. AIVtech-Shenzhen was owned by JinLin Guo and Lanbin Ding of 87.5% and 12.5%, respectively. On March 30, 2010, Jinlin Guo transferred all the 87.5% interest to AIVtech-HK in exchange for RMB 4,375,000 (or $0.64 million), and Lanbin Ding transferred all the 12.5% interest to AIVtech-HK in exchange for RMB 625,000 ($0.9 million). AIVtech-Shenzhen became a wholly-owned subsidiary of AIVtech-HK and a wholly foreign owned enterprise in the PRC after the transaction.Fees

AsThe aggregate fees billed in each of ~~December~~the last ~~31,~~two ~~2010~~fiscal ~~and~~years ~~2009,~~for assurance and related ~~party~~services ~~transactions~~by ~~consisted~~RSJ and RBSM that are reasonably related to the performance of the ~~following:~~audit or review of our consolidated financial statements including our quarterly interim reviews on Form 10-Q and are reported under Audit Fees above.

	2010		2009 (Restated)
Due to a shareholder (a)	$	5,335	$	29,252
Loan from a related party (b)		523,831		-
Total		529,166		29,252

Tax Fees

~~(a)~~BFB did ~~During~~not ~~the~~charge ~~normal~~us ~~course~~any oftax ~~the~~fees for ~~business,~~ the ~~Company,~~year ~~from~~ended time to time, temporarily borrows money from its principal shareholders or officers to finance the working capital as needed. The amounts are usually unsecured, non-interest bearing and due on demand. The Company had officer loans in the amount of $5,335 and $29,252 as of December 31, ~~2010~~2019 and ~~2009~~2018, respectively.

(b) In May 2010, Shenzhen AIVtech entered into an agreement with Shenzhen Top Finance Guaranty Investment Inc., in which Shenzhen Top Finance Guaranty Investment Inc. agreed to pay, on behalf of Shenzhen AIVtech, all legal, audit, consulting and other expense in connection with Shenzhen AIVtech’s efforts of going public in the United States. Total such expenses incurred and paid by Shenzhen Top Finance Guaranty Investment Inc on behalf of Shenzhen AIVtech within 2010 amounted to $220,907. In addition, on December 31, 2010, Dongguan AIVtech entered into a loan agreement with Shenzhen Top Finance Guaranty Investment Inc. to borrow RMB 2 million (approximate to $302,924) as working capital for six months ( from October 29, 2010 to March 28, 2011). The loan bears average bank interest floating upward 20%. Shenzhen Top Finance Guaranty Investment Inc. is one of the major shareholders of the Company, and owns 10.38% of the total issued and outstanding common shares of the Company.17

~~Other~~PART than the above, none of the following persons has any direct or indirect material interest in any transaction to which we are a party since our incorporation or in any proposed transaction to which we are proposed to be a party:IV

~~(A)~~ITEM ~~Any~~15. ~~of our directors or officers; (B) Any proposed nominee for election as our director; (C) Any person who beneficially owns~~Exhibits, ~~directly~~Financial orStatement indirectly, shares carrying more than 10% of the voting rights attached to our common stock; or (D) Any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary of our companySchedules.

~~ITEM~~Financial ~~14. PRINCIPAL ACCOUNTING FEES AND SERVICES~~Statements

The ~~following~~financial ~~table~~statements ~~sets~~of ~~forth~~ the Company ~~fees~~are ~~billed~~included ~~for~~in ~~professional~~Part ~~services~~II, ~~rendered~~Item by8 ~~our principal accountant for each~~ of ~~our~~this ~~last two fiscal years~~Report.

	Year Ended December 31,
Category	2010		2009
Audit Fees	$	105,000	$	170,000
Audit Related Fees		45,000		0
Tax Fees		0		0
All Other Fees		0		0

Exhibits

Exhibit No.	Name of Exhibit
10.1	Debt Conversion Agreement
31.1	Certification of Chief Executive Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.
31.2	Certification of Chief Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Schema Document
101.CAL	XBRL Calculation Linkbase Document
101.DEF	XBRL Definition Linkbase Document
101.LAB	XBRL Label Linkbase Document
101.PRE	XBRL Presentation Linkbase Document

Audit fees. Consists of fees billed for the audit of our annual financial statements, review of our Form 10-K and services that are normally provided by the accountant in connection with year-end statutory and regulatory filings or engagements.18

Audit-related fees. Consists of fees billed for the review of our quarterly financial statements, review of our forms 10-Q and 8-K and services that are normally provided by the accountant in connection with year-end statutory and regulatory filings and engagements other than our year-end audit. We paid $45,000 audit-related fees in the year ended December 31, 2010.SIGNATURES

~~Tax~~Pursuant ~~fees.~~to ~~Consists~~the requirements of ~~professional~~the ~~services~~Securities ~~rendered~~Exchange byAct aof ~~company aligned with our principal accountant for tax compliance~~1934, ~~tax~~the ~~advice~~registrant ~~and~~caused ~~tax~~this ~~planning.~~report Weto ~~did~~be ~~not~~signed ~~incur~~on ~~any~~its ~~tax~~behalf ~~fees~~by inthe ~~either~~undersigned, ~~year~~thereunto duly authorized.

Other fees. The services provided by our accountants within this category consisted of advice and other services relating to SEC matters, registration statement review, accounting issues and client conferences. We did not incur any other fees in either year.

	KEMIAO GARMENT HOLDING GROUP

Dated: March 20, 2020	/s/ Yanping Sheng
	Yanping Sheng, Principal Executive Officer

~~PART~~Pursuant IVto 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.

Item 15. EXHIBITS

Name	Title	Date

/s/ Yanping Sheng	Principal Executive Officer, Principal Financial Officer, and Director	March 20, 2020
Yanping Sheng

EXHIBIT NUMBER		DESCRIPTION
2.1		Share Exchange Agreement between AIVtech and AIVtech-HK, dated May 12, 2010. *
3.1		Certificate of Incorporation of AIVtech International Group Co., dated December 18, 2007. *
3.2		Amendment to Certificate of Incorporation, dated May 21, 2010. *
3.3		Amended and Restated By-Laws of AIVtech International Group Co. dated September 10, 2010.*
4.1		Form of Warrant *
10.1		Subscription Agreement by and between AIVtech International Group Co. and certain investors dated December 29, 2010. *
10.2		Director Agreement with James C. Hansel dated August 23, 2010. *
10.3		Share Transfer Agreement between Jinlin Guo, Lanbin Ding and AIVtech-HK, dated March 30, 2010.
10.4		Purchase Order by and between Shenzhen Huike Audio Co., Ltd. and Dongguan AIVtech Co., Ltd. dated March 17, 2010. *
10.5		Purchase Order by and between Shenzhen YuanMao Electronic Hardware Co., Ltd. and Dongguan AIVtech Co., Ltd. dated March 24, 2010. *
10.6		Purchase Order by and between Dongguan AIVtech Co., Ltd. and DaKang Holding Co., Ltd. dated December 30, 2010. *
10.7		Purchase Order by and between Shenzhen AIVtech Co., Ltd. and ChaoYa Furniture Co., Ltd. dated December 21, 2010. *
10.8		Purchase Order by and between Dongguan AIVtech Co., Ltd. and Guangdong Guanghong Export & Import Co., Ltd. dated December 11, 2010. *
10.9		Trust agreement between Mr. Jinlin Guo and Bin Liu, dated May 5, 2010. †
10.10		Trust agreement between Mr. Jinlin Guo and Meicui Liu, dated May 5, 2010. †
10.11		Trust agreement between Mr. Jinlin Guo and Kai Guo, dated May 5, 2010. †
10.12		Trust agreement between Mr. Jinlin Guo and Yujin Zhou, dated May 5, 2010. †
14.1		Code of Ethics and Business Conduct. *
21.1		List of Subsidiaries. *
31.1		Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †
31.2		Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as 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 Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 †
99.1		Audit Committee Charter. *
99.2		Compensation Committee Charter. *
99.3		Nominating Committee Charter. *

* Previously filed.

† Filed herein.

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 on the March 31, 2011.

AIVTECH INTERNATIONAL GROUP CO. By: /s/ Jinlin Guo Jinlin Guo President, Chief Executive Officer and Chairman of the Board of Directors

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of AIVtech International Group Co. and in the capacities and on the dates indicated.

March 31, 2011	By:	/s/ Jinlin Guo
		Jinlin Guo
		President, Chief Executive Officer and Chairman of the Board of Directors
March 31, 2011	By:	/s/ Yilin Shi
		Yilin Shi
		Chief Financial Officer and Director
March 31, 2011	By:	/s/ Teli Liao
		Teli Liao
		Secretary
March 31, 2011	By:	/s/ Jian Wang
		Jian Wang
		Independent Director
March 31, 2011	By:	/s/ Wenbing Wu
		Wenbing Wu
		Independent Director
March 31, 2011	By:	/s/ James C. Hansel
		James C. Hansel
		Independent Director

AIVtech International Group Co.

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2010

TABLE OF CONTENTS

Report of Independent Registered public Accounting Firm	F-1-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Income and Comprehensive Income	F-4
Consolidated Statements of Changes in Stockholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7-31

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

AIVtech International Group, Co. and Subsidiaries.

We have audited the accompanying consolidated balance sheet of AIVtech International Group, Co. and Subsidiaries (the "Company") as of December 31, 2010 and the related consolidated statements of income and comprehensive income, cash flows and changes in shareholders' equity for the year ended December 31, 2010. The Company's management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the 2010 consolidated financial statements referred to above present fairly, in all material respects the consolidated financial position of AIVtech International Group Co. as of December 31, 2010, and the consolidated results of their operation and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. We have also audited the adjustments described in Noted 2 that were applied to restate the December 31, 2009 consolidated financial statements to correct certain errors. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review or apply any procedures to the 2009 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2009 consolidated financial statements taken as a whole.

/s/ Friedman LLP

Marlton, New Jersey

March 31, 2011

F-1

ACSB Acquavella, Chiarelli, Shuster, Berkower & Co., LLP
Certified Public Accountants and Advisors
517 Route One Iselin, New Jersey 08830 732. 855.9600 Fax:732.855.9559 www.acsbco.com	330 7th Avenue Suite 202 New York, NY 10001 212.867.1319

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of AIVTech Holding (H.K.) Limited

We have audited the accompanying consolidated balance sheet of AIVTech Holding (H.K.) Limited and subsidiaries as of December 31, 2009, and the related consolidated statements of income and comprehensive income, stockholders’ equity and cash flows for the year ended December 31, 2009. AIVTech Holding (H.K.) Limited management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit 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. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that out audit 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 AIVTech Holding (H.K.) Limited and subsidiaries as of December 31, 2009, and the results of its operations and its cash flows for the year ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America.

/s/ Acquavella, Chiarelli, Shuster, Berkower & Co., LLP

Certified Public Accountants

New York, N.Y.

May 3, 2010, Except for Note 2 which date was March 31, 2011

New York • New Jersey • San Francisco • Los Angeles • Cayman Islands

F-2

AIVTECH INTERNATIONAL GROUP CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
	December 31,			December 31,
ASSETS	2010			2009
				Restated
CURRENT ASSETS:
Cash	$	7,079,221		$	3,605,741
Accounts receivable		7,192,694			2,040,088
Other receivable and prepaid expense		198,553			42,121
Inventories		571,602			5,073,436
VAT tax recoverable		-			845,202
Total current assets		15,042,070			11,606,588
Property and equipment, net		1,127,334			1,015,570
TOTAL ASSETS	$	16,169,404		$	12,622,158
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Account payables and accrued expense	$	962,099		$	5,973,298
Taxes payable		785,636			536,101
Due to related parties		529,166			29,252
Dividend payable		3,948,125			-
Warrants liability		299,492			-
Total current liabilities		6,524,518			6,538,651
Long term loan		757,311			-
TOTAL LIABILITIES		7,281,829			6,538,651
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 75,000,000 shares authorized, 22,513,334 and 10,375,000 shares issued and outstanding as of December 31, 2010 and 2009, respectively		22,513			10,375
Additional paid-in capital		7,566,593			631,541
Stock subscription receivable		(7,540,002	)		-
Statutory reserve		482,377			346,991
Retained earnings		6,773,472			4,260,636
Accumulated other comprehensive income		737,196			394,700
		8,042,149			5,644,243
Non-controlling interest		845,426			439,264
Total stockholders' equity		8,887,575			6,083,507
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	16,169,404		$	12,622,158
The accompany notes are an integral part of these consolidated financial statements

F-3

AIVTECH INTERNATIONAL GROUP CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
	2010			2009
Net sales	$	68,334,543		$	38,469,185
Cost of sales		(52,459,912	)		(28,064,339	)
Gross profit		15,874,631			10,404,846
Operating expenses
Selling expense		(741,738	)		(644,757	)
General administrative expenses		(2,146,465	)		(1,433,254	)
Total operating expenses		(2,888,203	)		(2,078,011	)
Income from Operations		12,986,428			8,326,835
Other income ( expenses)
Change in fair value of warrants liability		122,795			-
Interest income		20,755			9,834
Interest expense		(19,607	)		(30,079	)
Total other income (expense)		123,943			(20,245	)
Income before income tax		13,110,371			8,306,590
Provision for Income taxes		(1,715,218	)		(830,659	)
Net income		11,395,153			7,475,931
Less: Net income attributable to non-controlling interest		406,162			-
Net income attributable to AIVtech International Group Co.	$	10,988,991		$	7,475,931
Net income		11,395,153			7,475,931
Foreign currency translation adjustment		342,496			(4,348	)
Comprehensive income		11,737,649			7,471,583
Comprehensive income attributable to non-controlling interest	$	(102,749	)	$	-
Comprehensive income attributable to AIVtech International Group Co.	$	11,634,900		$	7,471,583
Basic and diluted income per common share
- basic	$	0.66		$	0.72
- dliuted	$	0.66		$	0.72
Basic and diluted weighted average common shares outstanding
- basic		16,566,205			10,375,000
-dliuted		16,568,189			10,375,000
Cash dividend per common share		0.27			0.85
The accompany notes are an integral part of these consolidated financial statements

F-4

AIVTECH INTERNATIONAL GROUP CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
For the Year ended December 31, 2010 and 2009 (Restated)
																Accumulated
					Additional			Stock			Statutory					Other
	Common Stock ($0.001 par)				Paid-in			Subscription			Surplus		Retained			Comprehensive			Non-controlling		Total
	Shares		Amount		Capital			Receivable			Reserve		Earnings			Income (loss)			Interest
Balance at January 1, 2009		10,375,000	$	10,375	$	631,541		$	-		$	346,990	$	5,569,993		$	399,049		$	-	$	6,957,948
Dividend declared		-		-		-			-			-		(8,785,288	)		-			-		(8,785,288	)
Net income		-		-		-			-			-		7,475,931			-					7,475,931
Capital contribution by minority shareholder																				439,264		439,264
Foreign currency translation adjustments		-		-		-			-			-		-			(4,348	)		-		(4,348	)
Balance at December 31, 2009 (Restated)		10,375,000	$	10,375	$	631,541		$	-		$	346,990	$	4,260,636		$	394,701		$	439,264	$	6,083,507
Common shares issued on May 12, 2010 - Formerly Ecochild, Inc.		9,625,000		9,625		(9,625	)		-			-		-			-			-		-
Deemed dividend distribution in connection with the reverse merger transaction on May 12, 2010									-			-		(3,948,125	)		-			-		(3,948,125	)
Net income				-		-			-			-		10,988,991			-			406,162		11,395,153
Dividend declared														(4,392,643	)							(4,392,643	)
Appropriation to statutory surplus reserve				-					-			135,387		(135,387	)		-			-		-
Private placement offering on December 29, 2010		2,513,334		2,513		7,537,489			(7,540,002	)				-			-			-		-
Fair value of the warrants issued and other offering costs in connection with the private placement offering on December 29, 2010						(592,812	)															(592,812	)
Foreign currency translation adjustments				-		-			-			-		-			342,495			-		342,495
				-
Balance at December 31, 2010		22,513,334	$	22,513	$	7,566,593		$	(7,540,002	)	$	482,377	$	6,773,472		$	737,196		$	845,426	$	8,887,575
The accompany notes are an integral part of these consolidated financial statements

F-5

AIVTECH INTERNATIONAL GROUP CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
	2010			2009
				Restated
CASH FLOWS FROM OPERATING ACTIVITIES：
Net income	$	11,395,153		$	7,475,931
Adjustments to reconcile net income to net cash provided by
Operating activities:
Depreciation		203,136			145,877
Loss of changes in fair value of warrants liability		(122,795	)		-
Changes in assets and liabilities :
Accounts receivable		(5,001,000	)		(371,252	)
Other receivable and prepaid expense		(152,463	)		-
VAT tax recoverable		858,092			(843,668	)
Inventories		4,588,779			(1,143,957	)
Account payables and accrued expenses		(5,283,915	)		3,932,813
Taxes payable		228,198			555,689
Net cash provided by operating activities		6,713,185			9,751,433
CASH FLOWS FROM INVESTING ACTIVITIES：
Purchase of property & equipment		(184,473	)		(284,840	)
Net cash used in investing activities		(184,473	)		(284,840	)
CASH FLOWS FROM FINANCING ACTIVITIES：
Proceeds from long-term loan		744,624			-
Increase in capital contribution by non-controlling interest		-			439,264
Due to related parties		494,304			29,199
Dividends paid		(4,392,643	)		(8,785,288	)
Net cash used in financing activities		(3,153,715	)		(8,316,825	)
Effect of exchange rate changes on cash		98,481			12,510
Net change in cash		3,473,480			1,162,277
Cash, beginning of year		3,605,741			2,443,464
Cash, end of year	$	7,079,221		$	3,605,741
Supplemental disclosures of cash flow information
Income taxes paid	$	1,710,567		$	597,468
Interest paid	$	16,464		$	30,079
The accompany notes are an integral part of these consolidated financial statements

F-6

AIVTECH INTERNATIONAL GROUP CO. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - ORGANIZATION

AIVtech International Group Co., (the “Company” or “ECOH”), formerly known as Ecochild, Inc., is a corporation organized under the laws of the State of Nevada. Through its operating subsidiaries in People’s Republic of China (“China”, or the “PRC”), the Company engaged in the design and manufacturing casual furniture audio series, multimedia speakers, and LED business in China.

AIVtech Holding Limited (“AIVtech”) is a corporation organized under the laws of Hong Kong on November 4, 2005, and owns 100% equity interest of Shenzhen AIVtech, a limited liability company organized under the laws of the People’s Republic of China on October 16, 2004. ShenZhen AIVtech owns 70% equity interest of Dongguan AIVtech, a limited liability company organized under the laws of the PRC in December 2009.

On May 12, 2010, the Company executed a Share Exchange Agreement (“Exchange Agreement”) with AIVtech and the shareholders of AIVtech (the “AIVtech Shareholders”), and acquired all of the outstanding shares of AIVtech from the AIVtech Shareholders.

In connection with the acquisition, the Company issued to the AIVtech Shareholders, their designees or assigns, an aggregate of 10,375,000 shares (the “ Shares Component”) of the common stock of the Company, at par value of $0.005 per share, so that upon completion of the Exchange Agreement, the shareholders of AIVtech own approximately 51.88% of the common stock of the Company. In addition, the Company declared dividend and agreed to pay cash (the “Cash Component”) of $3,948,125 to the AIVtech Shareholders. The Cash Component is payable within 12 months after the closing of acquisition transaction. The parties understand and acknowledge that such exchange is based upon an acquisition value of AIVtech at $4,000,000. In addition to the above Shares and Cash component, Jie Zhang, the major shareholder of the Company -transferred 3,009,000 shares to two shareholders of AIVtech -. The two shareholders, the directors and officers of AIVtech, are (1) Guo Jinlin, to receive 1,770,000 shares, and (2) Ding Lanbing, through Guo Jin Tong Investment (Hong Kong) Limited, to receive 1,239,000 shares.

Before the closing of the transaction, there were 9,625,000 shares of the Company’s common stock issued and outstanding. Upon completion of the Share Exchange Transaction, there were 20,000,000 shares of the Company’s common stock issued and outstanding.

As a result of the above mentioned Share Exchange Transaction, AIVtech became the Company’s wholly-owned subsidiary and the Company, through AIVtech, acquired direct control of ShenZhen AIV Electronics Company Limited (“Shenzhen AIVtech”), and DongGuan AIV Electronics Company Limited (“Dongguan AIVtech”). Shenzhen AIVtech and Dongguan AIVtech are each engaged in the design and manufacturing casual furniture audio series, multimedia speakers, and LED business in China.

Subsequently, the Company’s name was changed from “Ecochild, Inc.” to “AIVtech International Group Co.” in order to more effectively reflect the Company’s business and communicate the Company’s brand identity to customers.

F-7

The share exchange transaction has been accounted for as a reverse merger or recapitalization pursuant to ASC 805 Business Combination primarily due to the change of control. Accordingly, AIVtech will be treated as the continuing entity for accounting purposes.

Note 2 – Restatement of Previously Issued Financial Statements

The Company has reclassified and restated certain line items on the 2009 consolidated financial statements. The restatement has no impact on the 2009 consolidated statement of income and comprehensive income.

The items primarily consist of the following:

Consolidated balance sheet

· reclassified certain VAT tax overpayments from Account Payable and Accrued Expense line item and presented as a separate VAT Tax Recoverable line item;

· reclassified certain tax payable from Account Payables and Accrued expense line item and included in the Tax Payable line item;

· reclassified a portion of Due to Shareholder and presented as a separate Dividend Payable line item. The amount represents payments to shareholders which are dividend declared in December 2009.

· reclassified the Minority Interest line item from liabilities and presented as Non-Controlling Interest line item in the equity section. The non-controlling interest represents 30% equity interest the Company does not own in Dongguan AIVtech.

Consolidated statement of stockholders’ equity

· The non-controlling interest is included as equity in the statement of stockholderss' equity.

· Of the total $13,177,831 dividend declared as previously reported in the 2009 consolidated financial statements, $ 8,785,288 was declared in October 2009, $4,392,643 was declared in January 2010. Accordingly, the previously reported 2009 dividends were reduced by $4,392,643.

Consolidated statement of cash flows

· As a result of above reclassifications and restatement, the corresponding line items on the consolidated statements of cash flows have been restated.

F-8

The following table summarizes the effects of the reclassifications on the previously issued consolidated balance sheet for the year ended December 31, 2009 (restated):

AIVTECH INTERNATIONAL GROUP CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
	As of December 31, 2009					Changes
	As restated		As previously reported			Inc(dec)
VAT tax recoverable	$	845,202	$	-		$	845,202
Total current assets		11,606,588		10,761,386			845,202
TOTAL ASSETS		12,622,158		11,776,956			845,202
Account payables and accrued expenses		5,973,298		5,431,000			542,298
Taxes payable		536,101		233,191			302,910
Minority interest				439,264			(439,264	)
Dividend payable		-		4,400,634			(4,400,634	)
Total current liabilities		6,538,651		10,533,347			(3,994,696	)
TOTAL LIABILITIES		6,538,651		10,533,347			(3,994,696	)
Retained earnings		4,260,636		(132,007	)		4,392,643
Accumulated other comprehensive income		394,700		386,710			7,990
		5,644,243		1,243,609			4,400,634
Non-controlling interest		439,264		-			439,264
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY		12,622,158		11,776,956			845,202

F-9

The following table summarizes the effects of the reclassifications on our previously issued consolidated statement of cash flow for the year ended December 31, 2009 (restated):

AIVTECH INTERNATIONAL GROUP CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER,31 2010 AND 2009
	For the year ended December 31, 2009
	As restated			As previously reported			Changes
CASH FLOWS FROM OPERATING ACTIVITIES：
VAT tax recoverable	$	(843,668	)	$	-		$	(843,668	)
Inventories		(1,143,957	)		(1,143,957	)		-
Account payables and accrued expenses		3,932,813			3,421,118			511,695
Due to related party		-			468,463			(468,463	)
Taxes payable		555,689			232,767			322,922
Net cash provided by operating activities		9,751,433			10,228,946			(477,513	)
CASH FLOWS FROM INVESTING ACTIVITIES：
Dividend paid		-			(8,785,288	)		8,785,288
Net cash used in investing activities		(284,840	)		(9,070,128	)		8,785,288
CASH FLOWS FROM FINANCING ACTIVITIES：
Proceeds from short-term loan		-
Capital contribution by shareholder		439,264			-			439,264
Due to a related party		29,199			-			29,199
Dividend payment		(8,785,288	)		-			(8,785,288	)
Net cash used in financing activities		(8,316,825	)		-			(8,316,825	)
Effect of exchange rate changes on cash and cash equivalents		12,510			3,459			9,051
Net change in cash		1,162,277			1,162,277			-
Cash, beginning of year		2,443,464			2,443,464			-
Cash, end of year	$	3,605,741		$	3,605,741		$	-

The following table summarizes the effects of the reclassifications on our previously issued consolidated statement of changes in stockholder’s equity for the year ended December 31, 2009 (restated):

			As of December 31, 2009
	As restated		As previously reported			Changes
Retained earnings	$	4,260,636	$	(132,007	)	$	4,392,643
Accumulated other comprehensive income		394,700		386,710			7,990
Non-controlling interest		439,264		-			439,264
Total stockholder's equity	$	6,083,507	$	1,234,609		$	4,848,898

F-10

Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America and include the accounts of all directly and indirectly owned subsidiaries listed below. All intercompany transactions have been eliminated upon consolidation.

Name of the entity	Place of Incorporation	Ownership Percentage
AIVtech International Group Co.	Nevada	100%
AIVtech Holding Co., Ltd	Hongkong, China	100%
Shenzhen AIVtech Electronics Co., Ltd. (Shenzhen AIVtech)	Shenzhen, China	100%
Dongguan AIVtech Electronics Co., Ltd. (Dongguan AIVtech)	Dongguan, China	70%

Non-controlling interest

Non-controlling interest represents one minority shareholder’s 30% ownership interest in Dongguan AIVtech Electronics Co., Ltd.

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 reported in the financial statements and accompanying notes, and disclosure of contingent liabilities at the date of the consolidated financial statements. Estimates are used for, but not limited to, the selection of the useful lives of property and equipment, provision necessary for contingent liabilities and doubtful accounts, realization of deferred tax assets and the fair value of warrants liability. Management believes that the estimates utilized in preparing its consolidated financial statements are reasonable and prudent. Actual results could differ from these estimates.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

F-11

Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash, accounts receivable, inventory, accounts payable and other accrued expenses, tax payable and warrant liability approximate their fair market value based on the short-term maturity of these instruments. The fair value of long-term loan also approximates its recorded value because long-term borrowing bears a floating rate of interest. As the stated interest rate reflects the market rate, the carrying value of the borrowing approximates its fair value.

The financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2010 are summarized as follows. There were no assets and liabilities measured at fair value on a recurring basis as of December 31, 2009.

	Fair value measurement using inputs
	Level 1		Level 2			Level 3
Liabilities:
Derivative instruments − Warrants	$	-		$	299,492	$	-
Total	$	-		$	299,492	$	-

Foreign Currency Translation

The Company's financial statements are presented in US dollars. In accordance with ASC 830, "Foreign Currency Matters", an entity's functional currency is the currency of the primary economic environment in which the entity operates; normally, that is the currency of the environment in which an entity primarily generates and expends cash. Since substantially all operations of the Company are conducted in the PRC, the functional currency of the Company is Renminbi ("RMB"), the currency of the PRC. Transactions at the Company which are denominated in currencies other than RMB are translated into RMB at the exchange rate quoted by the People's Bank of China prevailing at the dates of the transactions.

The consolidated financial statements of the Company have been translated into U.S. dollars. The consolidated financial statements are first prepared in RMB and then are translated into U.S. dollars at year-end exchange rates as to assets and liabilities and average exchange rates as to revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income in shareholders' equity.

F-12

	December 31,		December 31,
	2010		2009
Year end exchange rate (RMB:US$)		6.6023		6.8172
Average exchange rate for the year (RMB:US$)		6.7148		6.8311

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US dollars at the rates used in translation.

Comprehensive Income

ASC 220, "Comprehensive Income" requires disclosure of all components of comprehensive income and loss on an annual and interim basis. Comprehensive income and loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. Accumulated other comprehensive income represents income arising from the changes in foreign currency exchange rates.

Cash and Cash Equivalents

Cash includes cash on hand and demand deposits in accounts maintained with state-owned and private banks within the PRC. The Company considers all highly liquid instruments with original maturities of three months or less to be cash equivalents. The Company maintains bank accounts in the PRC. Total cash at December 31, 2010 and 2009 amounted to $7,079,221 and $3,605,741, respectively, of which no deposits are covered by insurance. The Company has not experienced any losses in such accounts and management believes it is not exposed to any risks on its cash in bank accounts.

Accounts Receivable

Accounts receivable are stated at net realizable value. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. Normally, the Company only extends maximum of 90 days credit to customers. An allowance for doubtful accounts is established and recorded based on managements’ assessment of the credit history with the customers and current relationships with them. For the years ended December 31, 2010 and 2009, no allowance for doubtful accounts was deemed necessary as a majority of the outstanding receivables were collected within three months subsequent to the closing of the year.

F-13

Inventory

Inventories are stated at the lower of cost or market value, using the FIFO method. The cost of inventories comprises all costs of purchases, costs of labors, direct fixed and variable production overheads and other costs incurred in bringing the inventories to their present location and condition. The Company provides inventory reserves based on excess and obsolete inventories determined principally by customer demand. The Company has determined no value for inventories was considered necessary for the years ended December 31, 2010 and 2009.

VAT Tax Recoverable

Value added tax recoverable represents value added taxes (“VAT”) paid on purchases made with the relevant supporting invoices (input VAT), which are to be used in the following periods. The applicable VAT tax rate is 17% for products sold in the PRC. The amount of VAT liability is determined by applying the applicable tax rate to the invoiced amount of goods sold (“output VAT”) less VAT paid on purchases made with the relevant supporting invoices (“input VAT”). Under the commercial practice of the PRC, the Company paid VAT based on tax invoices issued. The tax invoices may be issued subsequent to the date on which revenue is recognized, and there may be a considerable delay between the date on which the revenue is recognized and the date on which the tax invoice is issued. Such timing difference due to the input VAT ahead of output VAT may result in VAT recoverable. The Company records such VAT recoverable under current assets. As of December 31, 2010 and 2009, the Company’s unused input VAT totaled $-0- and $845,202, respectively.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation and any impairment losses. The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its working condition and location for its intended use. Expenditures incurred after the property and equipment have been put into operation, such as repairs and maintenance and overhaul costs, are charged to the profit and loss account in the year in which it is incurred.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of the assets are as follows:

Machinery	5- 10 years
Office Furniture & Equipments	5 years
Motor vehicles	3- 5 years

Any gain or loss on disposal or retirement of property and equipment is recognized in the profit and loss account and is the difference between the net sales proceeds and the carrying amount of the relevant asset. When property and equipment are retired or otherwise disposed of, the assets and accumulated depreciation are removed from the accounts and the resulting profit or loss is reflected in income.

F-14

Impairment of long-lived assets

ASC 360 requires long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company tests long-lived assets, including property and equipment and other assets, for recoverability at least annually or more frequently upon the occurrence of an event or when circumstances indicate that the net carrying amount is greater than its fair value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets.

The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally measured by discounting expected future cash flows as the rate the Company utilizes to evaluate potential investments. The Company estimates fair value based on the information available in making whatever estimates, judgments and projections are considered necessary. There was no impairment of long-lived assets during the years ended December 31, 2010 and 2009.

Revenue Recognition

The Company recognizes revenues in accordance with ASC 605 Revenue Recognition. Revenue is recognized at the date the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Revenue is not recognized until title and risk of loss is transferred to the customer, which occurs upon delivery of goods, and objective evidence exists that customer acceptance provisions have been met.

The Company sells its products to customers who have passed the Company’s credit check. Sales agreements are signed with each customer. The purchase price of products is fixed in the agreement. The Company makes custom products based on sales agreements, so no sales returns are allowed. The Company accepts returns one year from the date of shipment only in the event of defects. Historically, the Company has not experienced significant defects, and replacements for defects have been minimal. For the years ended December 31, 2010 and 2009, no sales returns and allowances have been recorded. Should returns increase in the future it would be necessary to adjust estimates, in which case recognition of revenues could be delayed.

In the PRC, value added tax (VAT) of 17% of the invoice amount is collected in respect of the sales of goods on behalf of tax authorities. The VAT collected is not revenue of the Company; instead, the amount is recorded as a liability on the balance sheet until such VAT is paid to the authorities.

Product warranty

The Company provides product warranties to its customers that all products manufactured by it will be free from defects in materials and workmanship under normal use for a period of one year from the date of shipment. The Company's costs and expenses in connection with such warranties have been minimal and, as of December 31, 2010 and 2009, no product warranty reserve was considered necessary.

F-15

Advertising

Advertising costs are expensed when incurred in accordance with ASC 720-35 “Advertising Costs”. Advertising expenses consist primarily of costs of promotion for corporate image and product marketing and costs of direct advertising. Advertising costs were $205,807 and $286,087 for the years ended December31, 2010 and 2009, respectively.

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, “Accounting for 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740-10-25 prescribes a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. It also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, years open for tax examination, accounting for income taxes in interim periods and income tax disclosures. There are no material uncertain tax positions as of December 31, 2010 and 2009, respectively.

As of December 31, 2010, the tax years ended December 31, 2005 through December 31, 2010 for the Company’s PRC entities remain open for statutory examination by PRC tax authorities.

Value Added Taxes

The Company is subject to a value added tax (“VAT”) for selling merchandise. The applicable VAT rate is 17% for products sold in the PRC. The amount of VAT liability is determined by applying the applicable tax rate to the invoiced amount of goods sold (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). Under the commercial practice of the PRC, the Company pays VAT based on tax invoices issued. The tax invoices may be issued subsequent to the date on which revenue is recognized, and there may be a considerable delay between the date on which the revenue is recognized and the date on which the tax invoice is issued. In the event that the PRC tax authorities dispute the date on which revenue is recognized for tax purposes, the PRC tax office has the right to assess a penalty based on the amount of the taxes which are determined to be late or deficient, and will be expensed in the period if and when a determination is made by the tax authorities that a penalty is due. The Company reports revenues net of PRC’s value added tax for all the periods presented in the consolidated statements of operations.

F-16

Earnings per Share

The Company computes earnings per share (“EPS’) in accordance with ASC 260 “Earnings per Share”. ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

In May 2010, the Company entered into a share exchange transaction which has been accounted for as a reverse acquisition or recapitalization primarily since there has been a change of control. The Company computes the weighted-average number of common shares outstanding in accordance with ASC 805, Business Combinations, which states that in calculating the weighted average shares when a reverse acquisition takes place in the middle of the year, the number of common shares outstanding from the beginning of that period to the acquisition date shall be computed on the basis of the weighted-average number of common shares of the legal acquiree (the accounting acquirer) outstanding during the period multiplied by the exchange ratio established in the merger agreement. The number of common shares outstanding from the acquisition date to the end of that period shall be the actual number of common shares of the legal acquirer (the accounting acquiree) outstanding during that period.

Statement of Cash Flows

In accordance with ASC 230, “Statement of Cash Flows”, cash flows from the Company's operations is calculated based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of accounts receivable and other receivables. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of its clients' financial condition and customer payment practices to minimize collection risk on accounts receivable.

Risks and uncertainties

The operations of the Company are located in the PRC. Accordingly, the Company's business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy.

The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

F-17

Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

In December 2010, the Financial Accounting Standards Board (“FASB”) issued changes to the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. These changes become effective for the Company beginning January 1, 2011. Management has determined these changes will not have an impact on the Consolidated Financial Statements.

In April 2010, the FASB issued changes to the classification of certain employee share-based payment awards. These changes clarify that there is not an indication of a condition that is other than market, performance, or service if an employee share-based payment award’s exercise price is denominated in the currency of a market in which a substantial portion of the entity’s equity securities trade and differs from the functional currency of the employer entity or payroll currency of the employee. An employee share-based payment award is required to be classified as a liability if the award does not contain a market, performance, or service condition. These changes become effective for the Company on January 1, 2011. Management has determined these changes will not have an impact on the Consolidated Financial Statements

Note 4 – INVENTORIES

As of December 31, 2010 and 2009, inventories consisted of the following:

	2010		2009
Raw materials and supplies	$	322,935	$	2,830,746
Work in process				2,141,035
Finished goods		248,667		101,655
Totals	$	571,602	$	5,073,436

Note 5 –PROPERTY AND EQUIPMENT

As of December 31, 2010 and 2009, property and equipment consisted of the following:

	2010			2009
Machinery	$	1,134,482		$	1,080,370
Office Furniture & Equipment		156,329			115,148
Motor vehicles		197,670			172,835
		1,488,480			1,368,353
Accumulated depreciation		(361,147	)		(352,783	)
Property and equipment, net	$	1,127,334		$	1,015,570

F-18

Note 5 –PROPERTY AND EQUIPMENT (continued)

For the year ended December 31, 2010, depreciation expense amounted to $203,136 of which $145,877 was included in cost of sales. For year ended December 31, 2009, depreciation expense amounted to $123,391, of which $91,604 was included in cost of sales.

Note 6 – RELATED PARTY TRANSACTIONS

As of December 31, 2010 and 2009, related party transactions consisted of the following:

	2010		2009 (Restated)
Due to a shareholder (a)	$	5,335	$	29,252
Loan from a related party (b)		523,831		-
Total		529,166		29,252

(a) During the normal course of the business, the Company, from time to time, temporarily borrows money from its principal shareholders or officers to finance the working capital as needed. The amounts are usually unsecured, non-interest bearing and due on demand. The Company had officer loans in the amount of $5,335 and $29,252 as of December 31, 2010 and 2009, respectively.

Note 7 – DIVIDEND PAYABLE

Pursuant to the Share Exchange Agreement in connection with the reverse acquisition on May 12, 2010, the Company acquired all of the outstanding shares of AIVtech from the AIVtech Shareholders. In addition to the 10,375,000 common stock issued to AIVtech shareholders, the Company also agreed to pay cash of $3,948,125, evidenced by a non-interest bearing promissory note, to AIVtech Shareholders within 12 months after the closing of the transaction. The payment has been accounted for as dividend distribution to shareholders.

F-19

Notes 8 – LONG-TERM LOANS

As of December 31, 2010 and 2009, long-term loan consisted of the following:

	2010		2009
Loan from Dongguan Shilong Industrial Company	$	757,311	$	-
Total	$	757,311	$	-

On January 5, 2010, the Company’s subsidiary Dongguan AIVtech entered into a loan agreement with a third-party Dongguan Shilong Industrial Company for the purpose of working capital needs. The loan amount is RMB 5 million (approximate to $757,311) for three years. The loan is guaranteed by the shareholders of Shenzhen AIV Electronics Co., Ltd., with an average interest rate of 2.7% per annum and is payable upon loan maturity date, which is January 3, 2013. Interest expenses on the loan amounted to $ 16,464 and $-0- for the years ended December 31, 2010 and 2009, respectively.

Notes 9– TAXES

(a) Corporation income tax (“CIT”)

The Company’s operating subsidiaries Shenzhen AIVtech and Dongguan AIVtech are governed by the Income Tax Law of the People’s Republic of China concerning the private-run enterprises, which are generally subject to tax at a new statutory rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments. Shenzhen AIVtech was formed on May 18, 2006 in a special economic zone in Shenzhen and has been granted a favorable tax treatment by local taxing authority which stipulated a 100% income tax exemption for the first two years and 50% income tax exemption for the following consecutive three years (“tax holiday”). For the years ended December 31, 2010 and 2009, Shenzhen AIVtech enjoyed a favorable tax exemption policy and the effective income tax rate for Shenzhen AIVtech assessed by local tax authority was 11% and 10% for the years ended December 31, 2010 and 2009, respectively. Dongguan AIVtech is subject to 25% statutory income tax rate.

The estimated tax savings as a result of the Company’s tax holiday in 2010 amounted to $1,613,342. The net effect on earnings per share had the statutory income tax rate been applied would decrease basic earnings per share from $0.66 to $0.59 for the year ended December 31, 2010. The estimated tax savings as a result of our tax abatement in 2009 amounted to $549,866. The net effect on earnings per share had the full statutory income tax rate been applied would decrease basic earnings per share from $0.72 to $0.67 for the year ended December 31, 2009.

The Company’s effective tax rate reflected the combined results for both Shenzhen AIVtech and Dongguan AIVtech. The following table reconciles the Company’s PRC statutory tax rate to its effective tax rate for the years ended December 31, 2010 and 2009.

	2010			2009
Statutory PRC income tax rate		25.0	%		25.0	%
China income tax exemption		(11.9	%)		(15.0	%)
Effective income tax rate		13.1	%		10.0	%

F-20

Notes 9 – TAXES (continued)

The parent Company AIVtech International Group Inc (formerly Ecochild Inc.) was incorporated in the United States. It had net operating loss carry forwards for United States income tax purposes amounted to $79,519 for the year ended December 31, 2010, which may be available to reduce future years' taxable income. These carry forwards will expire in 2030. However, due to the change in control resulting from the reverse acquisition in 2010 which limits the amount of loss to be utilized each year. Management doesn't expect to remit any of its net income back to the United States in the foreseeable future. Accordingly, the Company recorded a full valuation allowance as of December 31, 2010.

(b ) Value Added Taxes

As of December 31, 2010 and 2009, taxes payable consisted of the following:

	2010		2009 (Restated)
Income tax payable	$	237,841	$	233,191
VAT tax payable		536,769		296,423
Other tax payable		11,026		6,487
Total taxes payable	$	785,636	$	536,101

Notes 10- WARRANTS

In connection with the private placement offering on December 29, 2010, the Company issued to the investors five-year Series A Warrants to purchase up to an additional 251,334 shares of common stock at an exercise price of $4.00. The Company also issued warrants to the placement agent to purchase a total of 50,267 shares of common stock at an exercise price of $4.00 per share.

In accordance with Financial Accounting Standard Board Codification (“ASC”) 815 Derivative and Hedging, the Company determined that the warrants did not qualify for a scope exception under ASC 815 as they were determined to not be indexed to the Company’s stock as prescribed by ASC 815. Under ASC 815, the warrants are carried at fair value as a derivative liability using level 2 inputs. The change in the fair value of the warrants liability is reported in earnings at each reporting period.

F-21

Notes 10- WARRANTS (continued)

The Company estimates the fair value of warrants granted using the Black-Scholes model and assumptions as to the fair value of the common stock on the grant date, expected term, expected volatility, risk-free rate of interest and an assumed dividend yield. The fair value of the common stock is generally determined based on the closing price of the stock traded on the NASDAQ over-the-counter bulletin board on the grant date. The Company estimated the expected volatility based on the historical volatility of the Company’s common stock. The Company calculated the expected life of warrants using the simplified method due to the Company’s limited warrant exercises history. The assumed dividend yield is based upon the Company’s expectation of not paying any dividends in the foreseeable future. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for maturities similar to the expected term.

The Company determined the fair value of the warrants at December 29, 2010, the date of the issuance was $1.40 per share, totaling $422,287. The fair value was determined using the Black Scholes Model based on the following assumptions: dividend yield: 0%; volatility: 8.65%, risk free rate: 2.03%, expected term: 5 years.

The Company determined the fair value of the warrants at December 31, 2010 was $1.83 per share, totaling $299,492. The fair value was determined using the Black Scholes Model based on the following assumptions: dividend yield: 0%; volatility: 23.06%, risk free rate: 2.01%, expected term: 5 years. For the years ended December 31, 2010 and 2009, the Company recorded a gain of $122,795 and $-0-, respectively, in changes in the fair value of the warrants in profit or loss.

Stock warrants issued, terminated/forfeited, exercised and outstanding during the years ended December 31, 2010 are as follows:

	Shares		Average Exercise price per share
Warrants outstanding, December 31, 2009	$	-	$	-
Warrants granted		301,601		4.00
Warrants exercised		-		4.00
Warrants outstanding, December 31, 2010		301,601	$	4.00

The following table summarizes the shares of the Company’s common stock issuable upon exercise of warrants outstanding at December 31, 2010

Warrants Outstanding								Warrants Exercisable
Range of Exercise Price		Number Outstanding at December 31, 2010		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Number Exercisable at December 31, 2010		Weighted Average Exercise Price
$	4.00		301,601		5	$	4.00		301,601	$	4.00
			301,601		5	$	4.00		301,601	$	4.00

F-22

Note 11. EARNINGS PER SHARE

The following is a reconciliation of the numerators and denominators used in computing basic and diluted net income per share:

	2010		2009
Net income used in computing basis net income per share	$	10,988,991	$	7,475,931
Less: change in fair value of warrant liability		(122,795)		-
Net income used in computing diluted net income per share	$	10,866,196	$	7,475,931
Denominator:
Shares used in computation of basic net income per share
(weighted average common stock outstanding)		16,566,205		10,375,000
Dilutive potential common stock (under treasury stock method):
Effect of diluted warrants		1,984		-
Shares used in computation of diluted net income per share		16,568,189		10,375,000
Basic net income per share	$	0.66	$	0.72
Diluted net income per share	$	0.66	$	0.72

The Company has outstanding warrants to acquire 301,601 shares of common stock. These warrants are included in diluted weighted average shares calculation for the year ended December 31, 2010 using the treasury stock method.

Note 12. REGISTRATION RIGHTS AGREEMENT

Pursuant to the terms of exchange and registration rights agreements entered into in connection with the private placement offering on December 29, 2010, the Company agreed to file a Form S-1 registration statement with the Securities and Exchange Commission to register for resale (i) 100% of the purchased shares and (ii) 100% of the shares of the common stock underlying the warrants , within 30 calendar days following the closing of the offering, and use the Company’s best efforts to have the registration statement declared effective within 180 calendar days after closing of the offering. If the registration Statement is not filed with the SEC by the required filing date or is not declared effective by the required effective date, the Company shall pay to each investor as liquidated damages, a cash payment equal to 2% of the aggregate amount invested by such investor in the offering on the first business day of each thirty (30) day period until the registration statement has been filed or declared effective, or a portion thereof. Such liquidated damages shall not exceed 10% per annum. The Company filed Form S-1 on January 28, 2011 and believed the registration statement will become effective within the next 180 days. As a result, the Company has not recorded any amounts with respect to this registration rights arrangement as of December 31, 2010.

F-23

Note 13 – STOCHHOLDERS' EQUITY

(a ) Common stock

Prior to the Share Exchange, the Company had 9,625,000 shares of common stock issued and outstanding at $0.001 per share.

In connection with the Share Exchange consummated on May 12, 2010, the Company issued 10,375,000 shares of its common stock to AIVtech shareholders. Upon the closing of the Share Exchange Transaction, there were 20,000,000 shares of the Company’s common stock outstanding.

On December 29, 2010, the Company entered into a subscription agreement with certain accredited investors in connection with a private placement offering:

(1) The Company agreed to issue to these investors to 2,513,334 shares of common stock, at par value of $.001 and purchase price of $3.00 per share, for aggregate gross proceeds of $7,540,000.

(2) In addition, the Company also issued to these investors five-year Series A warrants to purchase up to an additional 251,334 shares of common stock at an exercise price of $4.00 per share.

(3) The Company also paid to the placement agent a fee of $150,800 and issued five-year Agent Warrants to purchase a total of 50,267 shares of common stock at an exercise price of $4.00 per share.

(4) The Company also agreed to issue to the investors an aggregate of 2,513,334 shares of its common stock (the “Make Good Shares”), on a pro rata basis, for the benefit of the investors if the make good targets set forth in the subscription agreement are not met. With respect to the fiscal year ending December 31, 2010, if the Company did not achieve $0.44 in earnings per share, then one-half of the Make Good Shares will be distributed to the investors on a pro rata basis. With respect to the fiscal year ending December 31, 2011, if $0.60 in earnings per share is not achieved, then the other one-half of the Make Good Shares will be distributed to the investors on a pro rata basis.

As of December 31, 2010, the Company is not required to issue the Make Good Shares as the basic EPS for the year ended December 31, 2010 was $0.66

(b ) Statutory reserve

The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve is required to be at least 10% of the after tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entities’ registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors.

The statutory surplus reserve fund is non-discretionary other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of shares currently held by them, provided that the remaining statutory surplus reserve balance after such issue is not less than 25% of the registered capital before the conversion.

F-24

Note 13 – STOCHHOLDERS' EQUITY (continued)

Pursuant to the Company’s articles of incorporation, the Company is to appropriate 50% of the entities’ registered capital as statutory surplus reserve. For the years ended December 31, 2010 and 2009, the Company accrued statutory reserve of $135,387 and $-0- , respectively. As of December 31, 2010 and 2009, the balance of statutory surplus reserve was $482,377 and $346,990 respectively.

The discretionary surplus reserve may be used to acquire property and equipment or to increase the working capital to expend on production and operation of the business.

Note. 14. NON-CONTROLLING INTEREST

Non-controlling interest represents one minority shareholder’s 30% ownership interest in Dongguan AIVtech Electronics Co., Ltd. As of December 31, 2010 and 2009, non-controlling interest consisted of the following:

	December 31, 2010		December 31, 2009
	US$		US$
Original paid-in capital	$	439,264	$	439,264
Retained Earnings		303,413		-
Accumulated other comprehensive income		102,749		-
	$	845,426	$	439,264

Note 15 – COMMITMENTS

Operating lease:

The Company leases office space for its headquarter Shenzhen AIVtech and the factory buildings for its subsidiary Dongguan AIVtech. The leases have been accounted for as operating leases:

The future minimum lease payments are summarized below:

Operating lease obligation as of December 31,
2011	$	425,401
2012		454,359
2013		453,742
2014		464,234
2015		116,933
Total	$	1,914,669

Rent expense for the years ended December 31, 2010 and 2009 was $367,290 and $19,358, respctively.

F-25

Note 16 - CONCENTRATIONS

Major Customers

Three customers accounted for 38%, 30% and 11% of the total sales for the year ended December 31, 2010, respectively. The same customers accounted for 47%, 14% and 10% of the total sales for the year ended December 31, 2009.

As of December 31, 2010, two customers accounted for 79.8% and 9% of the total outstanding receivables, respectively. As of December 31, 2009, two customers accounted for 44.2% and 16.6%, of the total accounts receivable outstanding.

Major suppliers

For the year ended December 31, 2010, three material suppliers accounted for more than 47% of total purchases, with each supplier individually accounting for 27.6%, 9.9% and 9.5% of the total purchases. For the year ended December 31, 2009, four material suppliers accounted for more than 52% of total purchases, with each supplier individually accounting for 17.7%, 16.3%, 9.9% and 8.5% of the total purchases.

Note 17 – RESTATEMENTS OF PREVIOUSLY ISSUED UNAUDITED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The unaudited quarterly financial statements for the six months ended June 30, 2010 and for the nine months ended September 30, 2010 have been restated to correct the errors described in Note 2 “Restatement of Previously Issued Financial Statements”.

The effect of restatements to correct the errors referred to in Note 2 Restatement of Previously Issued Financial Statements and the impact on the quarterly consolidated balance sheets, consolidated statement of stockholders’ equity as of June 30, 2010 and September 30, 2010, respectively, and the consolidated statement of cash flows for the six months ended June 30, 2010 and for the nine months ended September 30, 2010, respectively, are presented below. The restatements have no impact on the consolidated statement of income and comprehensive income for the six months ended June 30, 2010 and for the nine months ended September 30, 2010, respectively.

The following reclassifications and restatements impact the quarterly financial statements:

a) Reclassified certain VAT tax overpayments from Accounts Payable and Accrued Expense and presented as a separate VAT Tax Recoverable line item.

b) Reclassified certain tax payable from Accounts Payables and Accrued Expense line item and included in the Tax Payable line item.

c) Reclassified the Short-Term Bank Loan into Long-Term Loan. Pursuant to the terms in the loan agreement, the loan is payable upon maturity date, which is January 3, 2013.

d) Reclassified $3.9 million from Due to Related Parties to Dividend Payable. The amount related to the payment to shareholders pursuant to the share exchange agreement in connection with the reverse acquisition on May 12, 2010. The payment was deemed dividend distribution to shareholders.

e) Reclassified the Minority Interest line item from liabilities to Non-Controlling Interest line item in the equity section

f) The unaudited consolidated statements of cash flow have been restated by applying the average exchange rates for the period to translate the respective line items from RMB to US Dollar on the statements of cash flow. Previously the Company incorrectly used the period ended balance sheet spot exchange rate for translate certain items on the statement of cash flows.

F-26

AIVTECH INTERNATIONAL GROUP CO. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
	As of June 30, 2010
	As restated		As previously reported		Changes
Cash	$	3,928,055	$	3,928,055	$	-
Accounts receivable		3,867,939		3,867,939		-
Other receivable, net		191,990		191,990		-
Inventories		1,736,096		1,736,096		-
VAT tax recoverable		91,714		-		91,714
Total current assets		9,815,794		9,724,080		91,714
Property and equipment, net		1,071,748		1,071,748		-
TOTAL ASSETS		10,887,542		10,795,828		91,714
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Account payables and accrued expenses		2,505,767		2,550,128		(44,361	)
Taxes payable		348,208		240,059		108,149
Due to related parties		38,661		3,958,861		(3,920,200	)
Dividend payable		3,948,125		-		3,948,125
Short-term loan		-		737,307		(737,307	)
Total current liabilities		6,840,761		7,486,353		(645,592	)
Long term loan		737,307		-		737,307
Minority interest		-		573,695		(573,695	)
TOTAL LIABILITIES		7,578,068		8,060,048		(481,980	)
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 75,000,000 shares authorized, 20,000,000 shares issued and outstanding as of June 30, 2010		20,000		20,000		-
Additional paid-in capital		621,916		621,916		-
Statutory reserve		346,990		346,990		-
Retained earnings		1,337,944		1,337,944		-
Accumulated other comprehensive income		408,930		408,930		-
		2,735,780		2,735,780		-
Non-controlling interest		573,695		-		573,695
Total stockholders' equity		3,309,475		2,735,781		573,694
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	10,887,542	$	10,795,828	$	91,714

F-27

AIVTECH INTERNATIONAL GROUP CO. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
	As of September 30, 2010
	As restated		As previously reported		Changes
Cash	$	3,100,131	$	3,100,131	$	-
Accounts receivable		10,293,640		10,293,640		-
Other receivable, net		166,329		166,329		-
Inventories		3,663,818		3,663,818		-
Total current assets		17,223,918		17,223,918		-
Property and equipment, net		1,069,588		1,069,588		-
TOTAL ASSETS	$	18,293,506	$	18,293,506	$	-
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Account payables and accrued expenses	$	4,504,545	$	4,901,030	$	(396,485	)
Taxes payable		1,012,974		722,913		290,061
Short-term bank loan		-		747,255		(747,255	)
Dividend payable		3,948,125		-		3,948,125
Due to related parties		117,140		3,958,840		(3,841,700	)
Total current liabilities		9,582,783		10,330,038		(747,255	)
Long term loan		747,255		-		747,255
TOTAL LIABILITIES		10,330,038		10,330,038		-
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 75,000,000 shares authorized, 20,000,000 shares issued and outstanding as of September 30, 2010		20,000		20,000		-
Additional paid-in capital		621,916		621,916		-
Statutory reserve		346,990		346,990		-
Retained earnings		5,698,351		5,698,351		-
Accumulated other comprehensive income		501,353		501,353		-
		7,188,610		7,188,610		-
Non-controlling interest		774,858		774,858		-
Total stockholders' equity		7,963,468		7,963,468		-
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	18,293,506	$	18,293,506	$	-

F-28

AIVTECH INTERNATIONAL GROUP CO. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
			As of June 30, 2010
	As restated		As previously reported		Changes
Common stock	$	20,000	$	20,000	$	-
Additional paid-in capital		621,916		621,916		-
Statutory surplus reserve		346,990		346,990		-
Retained earnings		1,337,944		1,337,944		-
Accumulated other comprehensive income		408,930		408,930		-
Non-controlling interest		573,695		-		573,695
Total stockholders' equity	$	3,309,475	$	2,735,781	$	573,694

F-29

AIVTECH INTERNATIONAL GROUP CO. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
	For the six months ended June 30, 2010
	As restated			As previously reported			Changes
CASH FLOWS FROM OPERATING ACTIVITIES：
Net income	$	5,552,507		$	5,418,076		$	134,431
Adjustments to reconcile net income to net cash provided by
Operating activities:
Depreciation		82,441			82,441			-
Net income attributed to minority interest minority interest		-			134,431			(134,431	)
Changes in assets and liabilities :
Accounts receivable		(1,810,970	)		(1,827,851	)		16,881
Other receivable, net		(149,869	)		(149,869	)		-
VAT tax recoverable		755,391			-			755,391
Inventories		3,337,340			3,337,340			-
Account payables and accrued expenses		(3,487,239	)		(2,880,878	)		(606,361	)
Due to related party		-			(18,516	)		18,516
Taxes payable		(190,078	)		6,868			(196,946	)
Net cash provided by operating activities		4,089,523			4,102,041			(12518.45	)
CASH FLOWS FROM INVESTING ACTIVITIES：
Purchase of property & equipment		(138,619	)		(138,619	)		-
Net cash used in investing activities		(138,619	)		(138,619	)		-
CASH FLOWS FROM FINANCING ACTIVITIES：
Proceeds from loan		734,822			737,307			(2485.00	)
Proceeds from related party loan		9,224			-			9,224
Dividend payment		(4,392,643	)		(4,400,634	)		7,991
Net cash used in financing activities		(3,648,597	)		(3,663,327	)		14,730
Effect of exchange rate changes on cash		20,008			22,220			(2,212	)
Net change in cash		322,315			322,315			-
Cash, beginning of period		3,605,741			3,605,741			-
Cash, end of period	$	3,928,056		$	3,928,055		$	-
Supplemental disclosures of cash flow information
Income taxes paid	$	938,869		$	938,869		$	-
Interest paid	$	6,327		$	6,327		$	-
Non-cash financing activities
Dividend declared	$	4,392,643		$	-		$	4,392,643

F-30

AIVTECH INTERNATIONAL GROUP CO. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	For the nine months ended September 30, 2010
	As restated			As previously reported			Changes
CASH FLOWS FROM OPERATING ACTIVITIES：
Net income	$	10,114,076		$	9,778,483		$	335,593
Adjustments to reconcile net income to net cash provided by
Operating activities:
Depreciation		126,403			126,403			-
Net income attributed to minority interest minority interest		-			335,594			(335,594	)
Changes in assets and liabilities :								-
Accounts receivable		(7,746,286	)		(7,684,117	)		(62,169	)
Other receivable		(124,208	)		(124,208	)		-
VAT tax recoverable		852,452			-			852,452
Inventories		1,409,618			1,409,618			-
Account payables and accrued expense		(1,951,454	)		(1,099,411	)		(852,043	)
Due to related party		-			(18,537	)		18,537
Taxes payable		462,074			489,722			(27,648	)
Net cash provided by operating activities		3,142,676			3,213,547			(70,871	)
CASH FLOWS FROM INVESTING ACTIVITIES：
Purchase of property & equipment		(180,421	)		(180,421	)		-
Net cash used in investing activities		(180,421	)		(180,421	)		-
CASH FLOWS FROM FINANCING ACTIVITIES：
Proceeds from loan		739,729			747,255			(7,526	)
Repayment of related party loan		(18,895	)		-			(18,895	)
Due to a related party		105,353			-			105,353
Dividend payment		(4,392,643	)		(4,400,634	)		7,991
Net cash used in financing activities		(3,566,457	)		(3,653,379	)		86,922
Effect of exchange rate changes on cash		98,593			114,643			(16,050	)
Net change in cash		(505,609	)		(505,610	)		-
Cash, beginning of period		3,605,741			3,605,741			-
Cash, end of period	$	3,100,132		$	3,100,131		$	-
Supplemental disclosures of cash flow information
Income taxes paid	$	981,902		$	981,902		$	-
Interest paid	$	11,362		$	11,362		$	-
Non-cash financing activities
Dividend declared	$	4,392,643		$	-		$	4,392,643

F-31

Filing Compare · Kemiao Garment Holding Group