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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, ~~2021~~2022

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

For the transition period from ~~____________________~~_______________ to ~~_____________________~~_______________

Commission File No. 000-56383

~~Trans~~TRANS ~~Global~~GLOBAL ~~Group, Inc.~~GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware		88-0298190
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Room 2701, Block A Zhantao Technology Building Minzhi Street, Shenzhen Guangdong Province - China		518000
(Address of principal executive offices)		(Zip Code)

Rm 2701, Block A, Zhantao Technology Building, Minzhi Street, Shenzhen 518000, Guangdong, China

(Address of principal executive offices, including zip code)

+86 138 2338 3535

(Registrant’s telephone number, including area code)

~~N/A~~Securities ~~(Former~~registered ~~name,~~pursuant ~~former~~to ~~address~~Section 12(g) ~~and~~of ~~former~~the ~~fiscal year, if changed since last report)~~Act:

~~Securities~~Title ~~registered~~of ~~pursuant to~~each ~~Section~~class 12Trading Symbol(bs) Name of ~~the~~each ~~Act:~~exchange on which registered Common stock TGGI OTC Market

~~Title~~Indicate ofby ~~each~~check ~~class~~mark ~~Trading~~if ~~Symbol(s)~~the ~~Name~~registrant ofis ~~each~~a ~~exchange~~well-known onseasoned ~~which~~issuer, ~~registered~~as ~~None~~defined ~~None~~in ~~None~~Rule 405 of the Securities Act.

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

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

~~Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.~~Yes ☐ No ☒

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

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

Indicate by check mark if ~~disclosure~~whether ofthe ~~delinquent~~registrant ~~filers~~has ~~pursuant~~submitted electronically every Interactive Data File required to ~~Item~~be submitted pursuant to Rule 405 of Regulation S-KT (§~~229~~ 232.405 of this chapter) isduring ~~not contained herein, and will not be contained, to~~ the ~~best~~preceding of12 ~~registrant’s~~months ~~knowledge, in definitive proxy~~ (or ~~information~~for ~~statements~~such ~~incorporated~~shorter byperiod ~~reference in~~that ~~Part~~the ~~III~~registrant ofwas ~~this~~required ~~Form 10-K or any amendment~~ to ~~this~~submit ~~Form~~such ~~10-K~~files). ~~Yes ☒ No ☐~~

Yes ☒ No ☐

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

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. 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 ☒ Emerging growth company ☐☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~Yes~~ ~~☒ No~~ ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ~~Yes~~ ☐ ~~No ☒~~

~~Indicate~~ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the ~~registrant~~financial isstatements aof ~~shell~~the ~~company~~registrant ~~(as~~included ~~defined~~ in ~~Rule~~the ~~12(b)-2~~filing ofreflect the ~~Exchange~~correction ~~Act).~~of ~~Yes~~an ☒error No to previously issued financial statements. ☐

~~The~~Indicate ~~aggregate market~~by ~~value~~check ofmark ~~the~~whether ~~voting~~any ~~and~~of ~~non-voting~~those ~~common~~error ~~stock~~corrections ~~held~~are byrestatements ~~non-affiliates~~that ~~computed~~required bya ~~reference~~recovery toanalysis ~~the~~of ~~average~~incentive-based ~~bid~~compensation ~~and~~received ~~asked~~by ~~price~~ any of ~~such shares on~~ the ~~OTC~~registrant’s ~~markets~~executive asofficers ofduring ~~March~~the ~~18,~~relevant ~~2022,~~recovery ~~was~~period ~~approximately~~pursuant ~~$406,078,614~~to §240.10D-1(b). ☐

AsIndicate ~~of March~~by ~~18,~~check ~~2022,~~mark ~~there~~whether ~~were~~the ~~20,665,578,306 shares~~registrant ofis ~~common~~a ~~stock,~~shell ~~par~~company ~~value~~(as ~~$0.001~~defined ~~per~~in ~~share~~Rule 12(b)-2 ~~issued~~of ~~and~~the ~~outstanding~~Exchange Act).

~~DOCUMENTS INCORPORATED BY REFERENCE~~Yes ☒ No ☐

~~List~~The ~~hereunder~~aggregate ~~the~~market ~~following documents~~value ifof ~~incorporated~~the byvoting ~~reference~~ and ~~the~~non-voting ~~Part~~common ofstock ~~the~~held ~~Form~~by 10non-Kaffiliates ~~(e.g.,~~computed ~~Part~~by I,reference ~~Part~~to ~~II, etc.) into which~~ the ~~document~~average isbid ~~incorporated: (1) any annual report to security holders; (2) any proxy or information statement;~~ and ~~(3)~~asked ~~any~~price ~~prospectus~~of ~~filed~~such ~~pursuant~~shares toon ~~Rule 424(b) or (c) of~~ the ~~Securities~~OTC ~~Act~~markets as of ~~1933.~~June ~~The~~13, ~~listed documents should be clearly described for identification purposes (e.g.~~2023, ~~annual~~was ~~report to~~approximately ~~security holders for fiscal year ended December 24, 1980)~~$14. ~~Not~~4 ~~Applicable~~million.

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

Class		Outstanding at June 13, 2023
Common stock, $0.0001 par value		22,131,339,996

Table of Contents

		~~Page~~	Page
PART I
Item 1.	~~Business~~	1Business	1
Item 1A.	~~Risk Factors~~	17Risk Factors	10
Item 1B.	~~Unresolved Staff Comments~~	45Unresolved Staff Comments	25
Item 2.	~~Properties~~	45Properties	25
Item 3.	~~Legal Proceedings~~	45Legal Proceedings	25
Item 4.	~~Mine Safety Disclosures~~	45Mine Safety Disclosures	25
PART II
Item 5.	~~Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~	46Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
Item 6.	~~[Reserved]~~	48[Reserved]	27
Item 7.	~~Management’s Discussion and Analysis of Financial Condition and Results of Operation~~	48Management’s Discussion and Analysis of Financial Condition and Results of Operation	28
Item 7A.	~~Quantitative and Qualitative Disclosure About Market Risk~~	49Quantitative and Qualitative Disclosure About Market Risk	31
Item 8.	~~Financial Statements and Supplementary Data~~	49Financial Statements and Supplementary Data	31
Item 9.	~~Changes in and Disagreements with Accountants on Accounting and Financial Disclosure~~	50Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	31
Item 9A.	~~Controls and Procedures~~	50Controls and Procedures	31
Item 9B.	~~Other Information~~	51Other Information	32
Item 9C.	~~Disclosure Regarding Foreign Jurisdictions that Prevent Inspections~~	51Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	32
PART III
Item 10.	~~Directors, Executive Officers and Corporate Governance~~	52Directors, Executive Officers and Corporate Governance	33
Item 11.	~~Executive Compensation~~	53Executive Compensation	35
Item 12.	~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~	54Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	36
Item 13.	~~Certain Relationships and Related Transactions, and Director Independence~~	55Certain Relationships and Related Transactions, and Director Independence	36
Item 14.	~~Principal Accountant Fees and Services~~	55Principal Accountant Fees and Services	37
PART IV
Item 15.	~~Exhibits, and Financial Statement Schedules~~	55Exhibits, and Financial Statement Schedules	38
Item 16.	Form 10-K Summary	55
		Signatures	39
	Signatures	57

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (the “Report”), including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “projects,” “predicts,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:

● WeThe ~~have~~availability noand ~~current~~adequacy of our cash flow to meet our requirements; ● Economic, competitive, demographic, business ~~operations~~and other conditions in our local and ~~have~~regional nomarkets; ~~assets.~~● ~~Unless~~Changes weor ~~obtain~~developments ~~additional~~in ~~capital~~laws, regulations or ~~acquire~~taxes anin ~~operating~~our ~~company,~~industry; ~~the~~● ~~Company~~Actions ~~will~~taken ~~not~~or omitted to be ~~able~~taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; ● Competition in our industry; ● The loss of or failure to ~~undertake~~obtain ~~significant~~any license or permit necessary or desirable in the operation of our business; ~~activities~~● Changes in our business strategy, capital improvements or development plans; ● The availability of additional capital to support capital improvements and development; and ● Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

●This ~~The~~Annual ~~Company’s~~Report ~~business~~on ~~plan~~Form 10-K ~~contemplates~~should ~~that~~be itread ~~will~~completely ~~acquire~~and anwith ~~operating~~the ~~company~~understanding inthat ~~exchange~~actual ~~for~~future ~~the~~results ~~majority~~may ofbe ~~its~~materially ~~common~~different ~~stock.~~from Ifwhat ~~that~~we ~~occurs,~~expect. ~~management~~The ~~will~~forward-looking ~~determine~~statements ~~the~~included ~~nature~~in ofthis ~~the~~Annual ~~company~~Report ~~that~~on isForm 10-K ~~acquired.~~are ~~Investors~~made inas of the ~~Company~~date ~~will~~of ~~have~~this toAnnual ~~rely~~Report on ~~the~~Form 10-K ~~business~~and ~~acumen~~should be evaluated with consideration of ~~management~~any inchanges ~~determining~~occurring ~~that~~after the ~~acquisition~~date isof inthis ~~the~~Annual ~~best~~Report ~~interest~~on ofForm 10-K. We will not update forward-looking statements even though our situation may change in the ~~Company.~~future Ifand ~~management~~we ~~lacks~~assume ~~sufficient~~no ~~skill~~obligation to ~~operate~~update ~~successfully~~any forward-looking statements, ~~the~~whether ~~Company’s~~as ~~shares~~a ~~may~~result ~~lose~~of ~~value~~new information, future events or otherwise.

~~The~~Use forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of ~~risks,~~ ~~uncertainties~~Defined (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.Terms

~~Our~~Except ~~financial~~as ~~statements are~~otherwise ~~stated~~indicated inby ~~United~~the ~~States~~context, ~~dollars~~references ~~($US) and are prepared~~ in ~~accordance~~this ~~with~~Report ~~United States Generally Accepted Accounting Principles.~~to:

In● ~~this~~The ~~annual~~“Company”, ~~report~~“we, ~~unless~~” ~~otherwise~~“us,” ~~specified~~“our,”, ~~all~~“Company” or “TGGI” are references to Trans Global Group, Inc., a Delaware Corporation; ● “~~common~~Common ~~stock~~Stock” refer to the common ~~shares~~stock, inpar ~~our~~value ~~capital~~of ~~stock~~$0.0001, of the Company; ● “U.S. dollar”, “$”, and “US$” refers to the legal currency of the United States; ● “Securities Act” refers to the Securities Act of 1933, as amended; and ● “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

As used in this annual report, the terms “we,” “us,” “our,”, “Company” and “Trans Global” mean Trans Global Group, Inc., unless the context clearly indicates otherwise.

PART I

ITEM 1. BUSINESS

General Background of the Company

Trans Global Group, Inc. (the “Company”) was originally incorporated in Colorado on April 2, 1979 as Teletek, Inc. On April 9, 1993, the Company effected a merger with a newly formed wholly-owned subsidiary (formed March 17, 1993) for the primary purpose of changing its domicile to Delaware. On October 2007, the Company changed its name to Trans Global Group, Inc. The Company reincorporated to Florida from March 2014, through ~~September~~ September 2017, and changed its name to Cannabis Consortium, Inc. in September 2017. On September 18, 2017, the Company filed with the State of Delaware to move the Company’s State of domicile from Florida to Delaware. On September 19, 2017, the Company filed conversion documents with the State of Florida moving its domicile to Delaware. In connection with the change in domicile, the Company changed its name from Cannabis Consortium, Inc. back to Trans Global Group, Inc.

From inception through 1996, the Company was engaged in various facets of the telecommunications industry, including providing long-distance telecommunications services, consisting primarily of direct dial international long-distance telephone transmissions from the United States for commercial customers. In 1996, the Company ceased telecommunications operations.

In 2007, the Company changed management and began seeking new partners or new business ventures.

The Company acquired Ecosafe Insulation of Florida, LLC in October of 2009. Ecosafe was had entered into an agreement to acquire Ecosafe Foam from American Green Group, Inc. The Company elected to not complete that acquisition and in April 2010, acquired two other entities All Weather Insulation, Inc, which was in the business of building spray and injection foam rigs and trailers for the spray and injection foam insulation industry, and Kazore Holdings, Inc., which was in the business of providing conceptual design, custom programming, SEO, campaign management, printing, iPhone application development, email marketing, SMS text marketing and many other marketing strategies both on and off line. On February 3, 2011, the Company entered into a rescission agreement with Kazore Holdings, Inc. dba Full Spectrum Media, effective as of December 31, 2010. On March 31, 2011 the Company entered into a rescission agreement with All Weather Insulation, Inc.

On April 1, 2011 the Company purchased the assets and liabilities of FederaLED, LLC, which was in the business of providing cost-effective Light Emitting Diode lighting technology, with a primary focus on the government markets. By September 2017, FederaLED was no longer an active part of the Company, and the domain names were sold off in 2014.

On January 9, 2012 the Company acquired VersaGreen Energy Corporation, which was engaged in the General Construction, Renewable and Solar Energy sector.

During June 2014 the Company entered into two more Share Exchange Agreements one with International Green Building Group, Inc., and the other with Red Fox Bonding, LLC. The closing that took place with International Green Building Group, Inc. was rescinded as of December 31, 2014.

In January 2016, the Company entered into consulting agreements to provide consulting services such as strategic planning and investor relations and to oversee and manage communication and filings for the three (3) companies. In February 2016, the Company rescinded its consulting agreements citing a change in the Company’s direction.

On February 19, 2016, the Company decided that the Company would need to reverse merge a company with audited financials in order to instill market value into the Company, and on October 5, 2016 control of the Issuer was assumed by Baron Capital Enterprise. On April 21, 2017 control of the Issuer was transferred to the then CEO Matthew Dwyer.

On September 19, 2017, International Green Group, Inc. (formerly known as Rollings.Com, Inc., a subsidiary acquired in November 3, 2010), became Cannabis Consortium, Inc. On January 18, 2017 the Company completed an assignment with Bahamas Development Corporation whereby the two companies exchanged 1,214,000 shares of Cannabis Consortium for 1,214,000 of Bahamas Development Corporation. As a result of the transaction Cannabis Consortium become majority owned by Bahamas Development Corporation. Cannabis Consortium granted the Company exclusive marketing rights to a list of named products through a master distributorship agreement.

InOn ~~May~~September 19, ~~2018~~2017, ~~the~~International ~~Company elected~~Green toGroup, ~~expand~~Inc. ~~its~~(formerly ~~business~~known ~~development~~as ~~activities~~Rollings.Com, ~~and~~Inc., ~~pursue~~ a ~~new~~subsidiary ~~line~~acquired ofin ~~products~~November 3, ~~which~~2010), ~~are~~became ~~edible~~Cannabis ~~sauces~~Consortium, ~~that~~Inc. ~~can~~On beJanuary 18, ~~infused~~2017 ~~with THC~~the ~~and/or~~Company ~~CBD.~~completed ~~Through~~an ~~2019,~~assignment ~~the~~with ~~Company~~Bahamas ~~had~~Development Corporation whereby the two ~~different~~companies ~~businesses~~exchanged 1),214,000 isshares aof ~~plastic~~Cannabis ~~manufacturer~~Consortium for 1,214,000 of ~~its~~Bahamas ~~device(s)~~Development ~~which~~Corporation. ~~can~~As bea ~~shipped worldwide~~result ~~and~~of ~~have~~the ~~numerous~~transaction ~~applications,~~Cannabis 2)Consortium isbecome ~~the~~majority ~~creation~~owned ofby aBahamas ~~line~~Development ofCorporation. ~~edible~~Cannabis ~~sauces~~Consortium ~~that~~granted ~~can~~the beCompany ~~infused~~exclusive ~~with~~marketing ~~CBD~~rights ~~and/or~~to ~~THC~~a ~~giving each~~list ~~sauce~~of ~~flavor~~named ~~three~~products ~~product~~through ~~lines~~a master distributorship agreement.

In ~~November 2019~~May 2018, the Company ~~and~~elected ~~Integrated~~to ~~Cannabis~~expand ~~Solutions,~~its ~~Inc.~~business ~~began~~development ~~discussions~~activities ~~for~~and ~~the~~pursue ~~sale~~a ofnew ~~certain~~line of products which are edible sauces that can be infused with THC and/or CBD. Through 2019, the Company’ had two different businesses 1) is a plastic manufacturer of its device(s) IPwhich ~~assets.~~can Onbe ~~April~~shipped ~~12, 2019~~worldwide ~~TGGI,~~and ~~IGPK~~have numerous applications, ~~and~~2) is the ~~Seller~~creation ~~reached~~of ana ~~understanding~~line ~~whereby~~of ~~the~~edible ~~attempted~~sauces ~~acquisition~~that ~~was~~can ~~unsuccessful.~~be ~~The~~infused ~~final~~with ~~transaction~~CBD ~~did not~~and/or ~~take~~THC ~~place~~giving ~~and~~each nosauce ~~monies~~flavor ~~exchanged~~three ~~hands~~product lines.

1In November 2019, the Company and Integrated Cannabis Solutions, Inc. began discussions for the sale of certain of the Company’s IP assets. On April 12, 2019 TGGI, IGPK, and the Seller reached an understanding whereby the attempted acquisition was unsuccessful. The final transaction did not take place and no monies exchanged hands.

~~The~~On ~~Company~~September 23, ~~can~~2020, ~~currently be~~Matthew ~~defined~~Dwyer, asthe ~~a “shell” company~~Company, ~~whose~~and ~~sole~~Chen ~~purpose~~Ren atentered ~~this~~into ~~time~~that iscertain toStock ~~locate~~Purchase ~~and~~Agreement, ~~consummate~~pursuant ato ~~merger~~which orDwyer ~~acquisition~~agreed ~~with a~~to ~~private~~return ~~entity.~~200,000 ~~The~~shares ~~Company~~of ~~will~~Series ~~act~~AA aPreferred ~~holding company~~stock, ~~and~~par ~~plans~~value to$0.0001 ~~establish~~per ~~subsidiaries~~share into ~~Hong~~treasury ~~Kong~~for $150,000, and~~/or~~ the ~~Cayman~~Company ~~Islands. Such~~agreed ~~subsidiaries~~to ~~will~~issue ~~then~~20,000 ~~acquire assets or~~ shares of anSeries ~~entity~~B ~~actively~~Preferred ~~engaged~~Stock, inof ~~business~~the ~~which~~Company ~~generates~~representing ~~revenues~~approximately in93% ~~exchange~~of ~~for its~~the ~~securities.~~outstanding ~~The~~voting ~~Company~~power ~~has~~to noChen ~~particular~~Ren. ~~acquisitions~~And inMatthew ~~mind~~Dwyer ~~and~~resigned ~~has~~as ~~not~~sole ~~currently~~officer ~~entered~~of ~~into~~the ~~any~~Company ~~negotiations~~(including ~~regarding~~as ~~such an~~President, ~~acquisition.~~Chief ~~The~~Executive ~~Company’s~~Officer, ~~officer~~Secretary and ~~director~~Treasure) ~~has~~and ~~not~~Chen ~~engaged~~Ren inwas ~~any~~appointed ~~preliminary~~as ~~contact~~sole orofficer ~~discussions with any representative~~ of ~~any other company regarding~~ the ~~possibility~~Company of(including anas ~~acquisition~~President, orChief ~~merger~~Executive ~~between~~Officer, ~~the~~Secretary ~~Company~~ and ~~such~~Treasure) ~~other~~on ~~company as of~~ the ~~date~~same ~~hereof~~date.

~~Our~~On ~~major~~June 30, ~~shareholders and~~2022, ~~headquarters~~we ~~are~~consummated ~~located~~a inshare ~~China~~exchange ~~and~~pursuant ~~we plan~~ to ~~acquire~~a ~~operating~~Share ~~assets~~Exchange ~~and~~Agreement ~~businesses~~among inthe ~~China.~~Company ~~We will face various legal~~ and ~~operational~~ ~~risks~~Southsea, ~~and~~the ~~uncertainties~~shareholder ~~related to having substantially all~~ of ~~our~~ZXGBVI, ~~operations~~pursuant into ~~China.~~which Inwe ~~addition,~~acquired ifall ~~any of~~ the ~~assets or~~ordinary ~~businesses~~shares ~~that~~of weZXGBVI ~~acquire~~in ~~are~~exchange onfor the ~~2021~~issuance ~~Negative~~to ~~List promulgated by~~ the ~~Ministry~~shareholder of ~~Commerce~~ZXGBVI of ~~the~~an ~~PRC~~aggregate ~~(the~~of ~~“MOFCOM”) and~~1,465,761,690 ~~the~~shares ~~National Development and Reform Commission~~ of ~~China~~the ~~(“NDRC”),~~Company. weAs ~~may~~a ~~not~~result beof ~~able~~the totransactions ~~conduct~~contemplated ~~our~~by ~~business~~the ~~through~~Share ~~such subsidiaries~~Exchange, ~~without~~ZXGBVI ~~being~~became ~~subject~~a towholly-owned ~~restrictions~~subsidiary ~~imposed~~of by the ~~foreign~~Company. ~~investment~~Such ~~laws~~reorganization ~~and~~was ~~regulations~~completed ofon ~~the~~August 8, ~~PRC~~2022.

The ~~PRC~~chart ~~government~~below ~~has significant~~depicts ~~authority to exert influence on~~ the ~~ability~~corporation ofstructure ~~a China-based company, such as us, to conduct its business, accept foreign investments or list on a U.S. or other foreign exchange. For example, we face risks associated with regulatory approvals~~ of ~~offshore~~the ~~offerings, anti-monopoly~~Company ~~regulatory actions, oversight on cybersecurity and data privacy,~~ as ~~well as the lack~~ of ~~PCAOB inspection on our auditors. Such risks could result in a material change in our operations and/or~~ the ~~value~~date of ~~our~~this ~~Stocks~~Annual orReport ~~could~~on significantly limit or completely hinder our ability to offer or continue to offer Stocks and/or other securities to investors and cause the value of such securities to significantly decline or be worthless. See “Risk Factors — Risks Associated with doing business in China.”Form 10-K:

The PRC government has significant oversight and discretion over the conduct of our business and may intervene with or influence our operations as the government deems appropriate to further regulatory, political and societal goals. See “Risk Factors — Risks Associated with doing business in China — Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China could adversely affect us and limit the legal protections available to you and us.” The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding the industry of our future PRC subsidiaries that could adversely affect our business, financial condition and results of operations. Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in China-based companies like us. Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless. See “Risk Factors — Risks Associated with doing business in China — The recent state government interference into business activities on U.S. listed Chinese companies may negatively impact our existing and future operations in China; — Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China could adversely affect us and limit the legal protections available to you and us.”2

WeBusiness are currently not required to obtain permission from any of the PRC authorities to and issue our common stock shares to foreign investors. We will determine following acquisition of any subsidiaries whether we or such subsidiaries are required to obtain permission or approval from the PRC authorities including CSRC or Cyberspace Administration of China (the “CAC”) for any acquired operations. As we currently have no such subsidiaries, we have not yet applied for or received any denial for any operations. However, recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which was made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems will be taken to deal with the risks and incidents of China-concept overseas listed companies, and cybersecurity and data privacy protection requirements and similar matters. The Opinions and any related implementing rules to be enacted may subject us to compliance requirement in the future. Given the current regulatory environment in the PRC, we are still subject to the uncertainty of interpretation and enforcement of the rules and regulations in the PRC, which can change quickly with little advance notice, and any future actions of the PRC authorities. In addition, we cannot assure you that relevant PRC government agencies would reach the same conclusion as we do or as advised by our PRC legal counsel. If we are wrong with regards to our interpretation of the PRC laws and regulations, or if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals to issue our common stock to foreign investors, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities. See “Risk Factors—Risks associated with doing business in China – Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China could adversely affect us and limit the legal protections available to you and us; – The PRC legal system is evolving, and the resulting uncertainties could adversely affect us; – The approval of the CSRC or other PRC regulatory agencies may be required in connection with this registration under PRC law.”Overview

2Trans Global Group Inc. is a US holding company incorporated in Delaware. We conduct our business through our PRC subsidiary, “Shenzhen Zui Xian Gui Brewery Technology Limited” (“ZXGSZ”), which is a wine distribution and retail sales company based in Guangdong province, China. “Zui Xian Gui 醉仙归”, the brand name was founded by Mr. Ren Chen, a famous singer and post-80s entrepreneur. He insisted on building Chinese flavored liquor and a Chinese liquor culture, building the brand with special quality and multi liquor culture, and striving to create a healthy and good wine belonging to China and the world.

~~Business~~We ~~Objectives~~ are principally engaged in the distribution of high-end liquor for the ~~Company~~PRC markets, and international markets in the future, through online and offline channels. The products we distribute include the Zui Xian Gui International Classic, Zui Xian Gui International Premium, Zui Xian Gui International Collection, MOGU DAXIA and DangBing DeRen. Set out below is a brief introduction to the principal products we distribute:

Since April 30, 2021, current management (which includes possible participation by our majority shareholder) has determined to direct its efforts and limited resources to pursue potential new business opportunities. The Company does not intend to limit itself to a particular industry and has not established any particular criteria upon which it shall consider a business opportunity.


Zui Xian Gui International Classic 53%vol and 500ml	Zui Xian Gui International Premium 53%vol and 500ml	Zui Xian Gui International Collection 53%vol and 500ml


Dangbing Deren 53%vol and 500ml	Mogu Daxia 53%vol and 500ml

The Company’s purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of an issuer who has complied with the Exchange Act. The Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature and we have not established any particular criteria upon which we consider a business opportunity. This discussion of the proposed business herein is purposefully general and is not meant to be restrictive of the Company’s virtually unlimited discretion to search for and enter into potential business opportunities. Management anticipates that it may be able to participate in only one potential business venture because the Company has nominal assets and limited financial resources.3

~~Management~~We ofsell ~~the~~our ~~Company, which~~products ~~may~~through ~~also~~our ~~include~~distributors. ~~the~~We ~~majority~~authorize ~~shareholder~~distribution ofand classify the ~~Company~~dealers ~~(“Management”)~~according ~~would~~to ~~have~~the ~~substantial~~purchase ~~flexibility~~amount. inDifferent ~~identifying and~~types ~~selecting~~of adealers ~~prospective~~enjoy ~~new~~different ~~business opportunity~~discounts. ~~The~~At ~~Company~~present, ~~is dependent on~~ the ~~judgment~~Company’s ofdealers ~~its~~are ~~management~~mainly inindividuals, ~~connection~~and ~~with~~a ~~this process.~~few ~~There~~ are ~~many~~legal ~~criteria that management may deem relevant~~entities. In ~~connection~~terms ~~with an evaluation~~ of ~~a prospective or potential business opportunity~~retail, ~~management~~we ~~may~~mainly befocus ~~expected~~on toonline ~~conduct~~sales, aincluding ~~due~~online ~~diligence~~self-operated ~~review.~~retail Aand ~~business~~e-commerce ~~combination~~platform ~~may~~which ~~involve~~formulates apurchase ~~company~~details ~~which~~according ~~may~~to bethe ~~financially unstable~~trade ormode inof ~~its~~“purchase ~~early~~by ~~stages~~sale ofand ~~development~~zero ~~or growth~~inventory”. InThe ~~evaluating~~main apurchased ~~prospective~~materials ~~business~~include ~~opportunity,~~customized wefinished ~~would consider~~wine, ~~among~~packaging ~~other factors~~accessories, ~~the~~etc. ~~following~~Our distribution policy table:

● costs associated with pursuing a new business opportunity;

Kind of distributor	Cross the threshold (RMB)		Discount rate
First-class		2,000,000		50	%
Second-class		1,000,000		55	%
Third-class		500,000		60	%
Fourth-class		200,000		65	%
Fifth-class		50,000		70	%

●Marketing ~~the growth potential of the new business opportunity;~~Plan

●We ~~experiences~~intend to encourage sales of the products we distribute through advertising, ~~skills~~marketing and ~~availability~~promotion, and we cooperate with certain distribution network in conducting marketing and promotional activities through selected distributors who owned the retail outlets in their local estate with a view to expanding our share and our brand of ~~additional~~the ~~personnel~~PRC ~~necessary~~market. Currently, we have already implemented various publicity campaigns such as media advertisements and other promotional activities. We will continue to ~~pursue~~strategically aconduct ~~potential~~advertising, ~~new~~marketing ~~business~~and ~~opportunity;~~promotions to boost sales of the products, as well as our own corporate image. We will also continue to place advertisements in different media outlets to further strengthen brand awareness. We endeavour to organize various types of marketing and promotional activities by collaborating with retail distributors within our distribution network or otherwise.

●We ~~necessary~~also ~~capital~~plan ~~requirements;~~on other public relation activities such as liquor tasting gatherings on a regular basis with a view to strengthening our relationship with distributors and consumers and to promote appreciation of liquor as part of the Chinese culture.

●Competitive ~~the competitive position of the new business opportunity;~~Strengths

●Our ~~stage~~Director ofbelieves ~~business~~that ~~development;~~our success is attributed to, among other things, the following competitive strengths:

●Well-established ~~the~~distribution ~~market~~network ~~acceptance~~in of the ~~potential products and services;~~PRC

●Our ~~proprietary~~Director ~~features~~believes ~~and~~that ~~degree~~one of ~~intellectual~~our ~~property;~~key competitive strengths is our well-established distribution network and channel management. In particular, our Director believes that our expertise lies in our knowledge and experience of channel management specific to the PRC domestic market.

●For the ~~regulatory~~year ~~environment~~ended ~~that~~December 31, ~~may~~2022, bewe ~~applicable~~transacted with 238 customers, including wholesale distributors (also known as “four-class distributors” and “five-class distributors”) who purchase our liquor products for further distribution to ~~any~~the ~~prospective~~end ~~business~~users. ~~opportunity~~All of these customers had distribution agreements with us during the same period. These distributors will then sell the products in their retail outlets in the PRC. All of these customers had distribution agreements with us during the same period.

The foregoing criteria are not intended to be exhaustive and there may be other criteria that Management may deem relevant. In connection with an evaluation of a prospective or potential business opportunity, Management may be expected to conduct a due diligence review.4

~~The~~Our ~~time~~effective ~~and~~marketing ~~costs~~strategy ~~required to~~in ~~pursue~~the new business opportunities, which includes negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to applicable securities laws, can not be ascertained with any degree of certainty.PRC

~~Management~~Another ~~intends~~critical ~~to devote~~competitive ~~such~~strength ~~time~~lies asin itour ~~deems~~effective ~~necessary~~marketing toand ~~carry~~sales ~~out~~strategies. ~~the~~Our ~~Company’s~~Director ~~affairs.~~believes ~~The~~that ~~exact~~our ~~length~~market ofexperience ~~time~~enables ~~required~~us ~~for~~to ~~the~~provide ~~pursuit~~our ~~of any~~suppliers ~~new~~with ~~potential~~timely ~~business~~market ~~opportunities~~information issuch ~~uncertain.~~as Nofeedback ~~assurance~~on ~~can~~consumer bepreferences ~~made~~so that wethey ~~will~~may bedevelop ~~successful~~new inproducts ~~our~~to ~~efforts~~cater for the changing market needs. We ~~cannot~~have ~~project the~~collaborated ~~amount~~with ofselected ~~time~~retail ~~that~~outlets ~~our~~such ~~Management~~as ~~will~~supermarkets ~~devote~~and torestaurants in the ~~Company’s~~PRC ~~plan~~in oflaunching ~~operation~~marketing and promotional activities.

3Our Director believes that our effective marketing strategy and our market know-how have enhanced our relationships with both our suppliers and distributors and have enabled us to create value for our distribution network.

~~Prospective~~Governmental ~~investors~~ Regulations in Relation to the Company’s common stock will not have an opportunity to evaluate the specific merits or risks of any of the one or more business combinations that we may undertake. A business combination may involve the acquisition of or merger with a company which needs to raise substantial additional capital by means of being a publicly trading company, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, voting control issues and compliance with various federal and state securities laws.Businesses

~~The~~This ~~Company~~section ~~intends~~summarizes ~~to conduct its activities to avoid being classified as an “Investment Company” under~~ the ~~Investment~~principal ~~Company~~PRC ~~Act of 1940~~laws, ~~and therefore~~rules ~~avoid application of the costly~~ and ~~restrictive~~regulations ~~registration~~related ~~and~~to ~~other~~our ~~provisions~~business ~~of the Investment Company Act of 1940~~ and ~~the~~ ~~regulations promulgated thereunder~~operations.

WeRegulations ~~voluntarily~~relating ~~filed the Registration Statement on Form 10~~ to ~~make~~Anti-Monopoly ~~information concerning ourselves more readily available to the public~~ and to become eligible for listing on the OTCQB market sponsored by OTC Markets. Management believes that being a reporting company under the Securities Exchange Act will enhance our efforts to acquire or merge with an operating business.Competition

AsOn aSeptember 11, ~~result~~2020, ofthe ~~our~~Anti-Monopoly ~~registration with~~Commission of the ~~SEC,~~State weCouncil ~~will~~issued beAnti-Monopoly ~~obligated~~Compliance toGuideline ~~file~~for ~~interim~~Business ~~and~~Operators, ~~periodic~~which ~~reports~~requires ~~including~~business anoperators ~~annual~~to ~~report~~establish ~~with~~anti-monopoly ~~audited~~compliance ~~financial~~management ~~statements. This~~systems ~~obligation~~under ~~will~~the ~~substantially~~PRC ~~increase~~Anti-Monopoly ~~the~~Law ~~expenses~~to ~~incurred~~manage byanti-monopoly ~~the~~compliance ~~Company~~risks.

~~Any~~On ~~company~~August 17, ~~that~~2021, isthe ~~merged into~~State orAdministration ~~acquired~~for byMarket usRegulation, ~~will~~or ~~become~~the ~~subject~~SAMR, toissued ~~the~~a ~~same~~discussion ~~reporting~~draft ~~requirements~~of asProvisions ~~we.~~on ~~Thus,~~the ifProhibition weof ~~successfully~~Unfair ~~complete~~Competition anon ~~acquisition or~~the ~~merger~~Internet, ~~the~~under ~~acquired~~which ~~entity~~business ~~must~~operators ~~have~~should ~~audited~~not ~~financial~~use ~~statements~~data ~~for~~or atalgorithms ~~least~~to ~~the~~hijack ~~two~~traffic ~~most~~or ~~recent~~influence ~~fiscal~~users’ ~~years~~choices, or ifuse ~~the~~technical ~~acquired company~~means ~~has~~to ~~been~~illegally incapture ~~business~~or ~~for~~use ~~less~~other ~~than~~business ~~two~~operators’ ~~years~~data. Furthermore, ~~audited~~business ~~financial~~operators ~~statements~~are ~~must~~not beallowed ~~available~~to ~~from~~(i) ~~its~~fabricate ~~inception.~~or ~~This~~spread ~~requirement limits~~misleading ~~our~~information ~~possible~~to ~~acquisitions~~damage orthe ~~merger~~reputation ~~opportunities~~of ~~because~~competitors, ~~many~~or ~~private~~(ii) ~~companies~~employ ~~either~~marketing dopractices ~~not~~such ~~have~~as ~~audited~~fake ~~financial~~reviews ~~statements~~ or ~~are~~use ~~unable~~coupons toor ~~produce~~“red ~~audited~~envelopes” ~~statements~~to ~~without~~entice ~~long~~positive ~~delay and substantial expense~~ratings.

~~The~~On ~~Company’s~~February 7, ~~common stock~~2021, isthe ~~subject~~Anti-Monopoly toCommission ~~quotation~~of on the ~~OTC~~State ~~Markets~~Council ~~Group,~~published ~~Inc.~~Anti-Monopoly ~~Pink~~Guidelines ~~Open~~for ~~Market~~the Internet Platform ~~(“Pink~~Economy ~~Sheets”)~~Sector ~~under~~that ~~the~~specified ~~symbol~~circumstances ~~TGGI. There~~where isan ~~currently~~activity ~~only~~of aan ~~limited~~internet ~~trading~~platform ~~market~~will inbe ~~the~~identified ~~Company’s~~as ~~shares,~~monopolistic ~~nor~~act doas wewell ~~believe~~as ~~that~~concentration ~~any~~filing ~~active~~procedures ~~trading~~for ~~market~~business ~~has~~operators. ~~existed for~~According ~~approximately~~to the ~~last~~PRC ~~five~~Anti-Monopoly ~~years.~~Law, ~~There~~if ~~can~~a bebusiness nooperator ~~assurance~~carries ~~that~~out ~~there~~a ~~will~~concentration bein anviolation ~~active~~of ~~trading~~the ~~market~~law, ~~for~~the ~~our~~relevant ~~securities~~authority ~~following the~~shall ~~effective~~order ~~date~~the ofbusiness ~~this~~operator ~~Registration~~to ~~Statement~~terminate ~~under~~ the ~~Securities~~concentration, ~~Exchange~~dispose ~~Act~~ of ~~1934,~~the asshares ~~amended~~or ~~(“Exchange~~assets ~~Act”). In~~or transfer the ~~event~~business ~~that~~within ana ~~active~~specified ~~trading~~time ~~market commences~~limit, ~~there~~or ~~can~~take beother nomeasures ~~assurance as~~ to restore the ~~market~~pre-concentration ~~price of our shares of common stock~~status, ~~whether~~ ~~the~~and ~~trading~~impose ~~market~~a ~~will~~fine ~~provide~~of ~~liquidity~~up to ~~investors~~RMB500, ~~or whether any trading market will be sustained~~000.

4On October 23, 2021, the Standing Committee of the National People’s Congress issued a discussion draft of the amended Anti-Monopoly Law, which proposes to increase the fines for illegal concentration of business operators to no more than ten percent of its last year’s sales revenue if the concentration of business operator has or may have an effect of excluding or limiting competitions, or a fine of up to RMB5 million if the concentration of business operator does not have an effect of excluding or limiting competition. The draft also proposes that the relevant authority shall investigate a transaction where there is any evidence that the concentration has or may have the effect of eliminating or restricting competitions, even if such concentration does not reach the filing threshold.

~~General~~Regulations ~~Overview~~Relating to Food Business Operations

~~Competition~~We operate our business in China under a legal regime consisting of the National People’s Congress, which is the country’s highest legislative body; the State Council, which is the highest authority of the executive branch of the PRC central government; and several ministries and agencies under its authority, including the Ministry of Industry and Information Technology, State Administration For Industry & Commerce, State Administration of Taxation and their respective local offices. This section summarizes the principal PRC regulations related to our business.

In identifying, evaluating, and selecting a target business, we expect to encounter intense competition from other entities having a business objective similar to ours. The Company will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and equity financial concerns which have significantly greater financial and personnel resources and technical expertise than the Company. In view of the Company’s combined extremely limited financial resources and limited management availability, the Company will continue to be at a significant competitive disadvantage compared to the Company’s competitors. Many of these entities are well established and have extensive experience identifying and effecting business combinations, either directly or through affiliates. Many if not virtually most of these competitors possess far greater financial, human, and other resources compared to our resources. While we believe that there are numerous potential target businesses that we may identify, our ability to compete in acquiring certain of the more desirable target businesses will be limited by our limited financial and human resources. Our inherent competitive limitations are expected by management to give others an advantage in pursuing the acquisition of a target business that we may identify and seek to pursue. Further, any of these limitations may place us at a competitive disadvantage in successfully negotiating a business combination. Management believes that our status as a reporting public entity with potential access to the United States public equity markets may give us a competitive advantage over certain privately held entities having a similar business objective in acquiring a desirable target business with growth potential on favorable terms.5

If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from existing competitors of the business we acquire. In particular, certain industries which experience rapid growth frequently attract an increasingly larger number of competitors, including those with far greater financial, marketing, technical and other resources than the initial competitors in the industry in which we seek to operate. The degree of competition characterizing the industry of any prospective target business cannot presently be ascertained. We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively, especially to the extent that the target business is in a high-growth industry.

Type	Name	Effective Date	Content	Updates
President Order 21 of 2015	Food Safety Law	October 1, 2015	The Food Safety Law is the foundational law and the most important food safety law for alcoholic products in China. A great majority of wine regulations are drafted in conformity to the requirements of this law.	Revised on December 29, 2018
AQSIQ Order 144 of 2011	Measures for Administration of Imported/Exported Food Safety	March 1, 2012	This rule oversees the safety of imported and exported food.	Revised on 11/23/2018
CFDA Order 16 of 2015	Measures for Administration of Food Production Licensing	October 1, 2015	This rule requires all food producers in China to procure a production license.	Replaced by the State Administration for Market Regulation Order 24 in 2020
AQSIQ Order 27 of 2012	Administrative Provisions on Inspections and Supervisions of Labelling of Imported/Exported Pre-packaged Foods	June 1, 2012	This rule provides guidelines that governs all pre-packaged foods.
AQSIQ Notice on December 23, 2004	Rules for Inspection on Production Licensing of Wines and Fruit Wines	January 1, 2005	This rule sets forth inspection procedures on production licensing of wines and fruit wines.

~~Employees~~Regulations Relating to M&A Rules and Overseas Listings

AsOn August 8, 2006, six PRC regulatory agencies, including the China Securities Regulatory Commission, or the CSRC, adopted the Regulations on Mergers of ~~March~~Domestic 1Enterprises by Foreign Investors, ~~2022~~or the M&A Rules, we ~~employed~~which became effective on September 8, 2006 and was amended on June 22, 2009. Foreign investors shall comply with the M&A Rules when they purchase equity interests of a ~~total~~domestic company or subscribe the increased capital of 0a ~~full~~domestic company, thus changing the nature of the domestic company into a foreign-~~time~~invested ~~employees~~enterprise; or when the foreign investors establish a foreign-invested enterprise in the PRC, purchase the assets of a domestic company and 1operate ~~consultant.~~the ~~None~~assets; or when the foreign investors purchase the asset of ~~our~~a ~~employees~~domestic ~~are~~company, ~~covered~~establish a foreign-invested enterprise by ainjecting ~~collective~~such ~~bargaining~~assets ~~agreement~~and operate the assets. The ~~need~~M&A Rules purport, among other things, to require offshore special purpose vehicles formed for ~~employees~~overseas listing purposes through acquisitions of PRC domestic companies and ~~their~~controlled ~~availability~~by ~~will~~PRC becompanies ~~addressed~~or inindividuals, ~~connection~~to ~~with~~obtain the ~~decision~~approval ~~whether~~of orthe ~~not~~CSRC prior to ~~acquire~~publicly orlisting ~~participate in~~their ~~specific~~securities ~~business~~on ~~opportunities~~an overseas stock exchange.

~~Conflicts of Interest.~~ 6

~~The~~According ~~Company’s~~to ~~management is~~the ~~not~~Anti-Monopoly ~~required~~Law towhich ~~commit~~took ~~its~~effect ~~full~~as ~~time~~at toAugust 1, 2008, where the ~~Company’s~~concentration ~~affairs.~~of Asbusiness aoperators ~~result,~~reaches ~~pursuing~~the ~~new~~filing thresholds stipulated by the State Council, business ~~opportunities~~operators ~~may~~shall ~~require~~file a ~~longer~~ ~~period~~declaration ofwith ~~time~~the ~~than~~SAMR, ifand ~~management~~no ~~would~~concentration ~~devote~~shall ~~full~~be ~~time~~implemented tountil the ~~Company’s~~SAMR ~~affairs~~clears the anti-monopoly filing. ~~Management~~Pursuant isto ~~not~~the ~~precluded~~Notice ~~from~~of ~~serving as~~the anGeneral ~~officer~~Office orof ~~director~~the State Council on the Establishment of ~~any~~the ~~other~~Security ~~entity~~Review ~~that~~System isfor ~~engaged~~Mergers inand ~~business~~Acquisitions ~~activities~~of ~~similar~~Domestic toEnterprises ~~those~~by Foreign Investors and the Security Review Rules issued by the General Office of the ~~Company.~~State ~~Management~~Council ~~has~~on ~~not identified~~February 3, 2011 and isbecame ~~not~~effective ~~currently~~on ~~negotiating~~March 3, a2011, ~~new~~mergers ~~business~~and ~~opportunity~~acquisitions ~~for~~by ~~us.~~foreign Ininvestors ~~the~~that ~~future~~raise “national defense and security” concerns, ~~management~~and mergers and acquisitions through which foreign investors may ~~become~~acquire ~~associated~~de orfacto ~~affiliated with~~control ~~entities~~over ~~engaged~~domestic inenterprises ~~business~~that ~~activities~~raise ~~similar~~“national tosecurity” ~~those~~concerns, weare ~~intend~~subject to ~~conduct~~strict review by the PRC government authorities. InOn ~~such~~August 25, ~~event~~2011, ~~management~~the ~~may~~MOFCOM ~~have~~issued ~~conflicts~~the Provisions of ~~interest in~~the ~~determining~~Ministry toof ~~which~~Commerce ~~entity~~for athe ~~particular~~Implementation ~~business~~of ~~opportunity~~the ~~should~~Security beReview ~~presented.~~System Infor ~~the~~Mergers ~~event~~and ~~that~~Acquisitions ~~the~~of ~~Company’s~~Domestic ~~management has~~Enterprises ~~multiple~~by ~~business~~Foreign ~~affiliations~~Investors, ~~our~~which ~~management~~provides ~~may~~that ~~have~~if ~~legal~~a ~~obligations~~foreign toinvestor’s ~~present~~merger ~~certain~~or ~~business~~acquisition ~~opportunities~~of toa ~~multiple~~domestic ~~entities. In~~enterprise falls within the ~~event~~scope ~~that~~of asecurity ~~conflict~~review ofspecified ~~interest~~in ~~shall~~the ~~arise,~~Notice ~~management~~of ~~will~~the ~~consider~~General ~~factors~~Office ~~such~~of asthe ~~reporting~~State ~~status,~~Council ~~availability~~on the Establishment of ~~audited financial~~the ~~statements,~~Security ~~current~~Review ~~capitalization,~~System ~~and~~for ~~the~~Mergers ~~laws~~and Acquisitions of ~~jurisdictions.~~Domestic IfEnterprises ~~several~~by ~~business~~Foreign ~~opportunities~~Investors, orthe ~~operating~~foreign ~~entities~~investor ~~approach management~~shall file an application with ~~respect~~MOFCOM tofor security review. Whether a ~~business~~foreign ~~combination,~~investor’s ~~management~~merger ~~will~~or ~~consider~~acquisition ~~the~~of ~~foregoing~~a ~~factors~~domestic asenterprise ~~well~~falls aswithin the ~~preferences~~scope of security review or not shall be determined based on the ~~management~~ substance and actual influence of the ~~operating~~merger ~~company~~or acquisition transaction. ~~However,~~No ~~management~~foreign ~~will~~investor ~~act~~is inallowed ~~what~~to wesubstantially ~~believe~~avoid ~~will~~the besecurity review in ~~the~~any ~~best~~way, ~~interests~~including ofbut ~~the~~not ~~shareholders~~limited ofto, ~~the~~holding ~~Company. The~~shares ~~Company~~on ~~shall~~behalf ~~not~~of ~~enter~~others, ~~into~~trust aarrangements, ~~transaction~~multi-level ~~with~~reinvestment, aleasing, ~~target~~loans, ~~business~~contractual ~~that~~control, isor ~~affiliated~~overseas ~~with management~~transactions.

On December 24, 2021, the CSRC issued the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (the “Draft Administrative Provisions”) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the “Draft Filing Measures”), collectively, the “Draft Overseas Listing Regulations,” which are currently published for public comments only. The Draft Overseas Listing Regulations require that companies applying for overseas issuance, listing and post-listing capital operations, including IPO, multi-listing, spin-off listing, SPAC, refinancing, issuance for asset acquisitions, equity incentives, and changes of control and other stipulated transactions, shall be subject to statutory procedures, such as filing and information reporting requirement. Overseas issuance and listings include direct and indirect issuance and listings. Where an enterprise whose principal business activity are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise based on equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities are deemed an indirect overseas issuance and listing under the Draft Overseas Listing Regulations. According to the Draft Overseas Listing Regulations, among other things, after making initial applications with overseas stock markets for offerings or listings, all China-based companies shall file with the CSRC within three working days. The required filing materials with the CSRC include (without limitation): (i) record-filing reports and related undertakings, (ii) compliance certificates, filing or approval documents from the primary regulator of the applicants’ businesses (if applicable), (iii) security assessment opinions issued by related departments (if applicable), (iv) PRC legal opinions, and (v) prospectus. In addition, overseas offerings and listings may be prohibited for such China-based companies when any of the following applies: (1) if the intended securities offerings and listings are specifically prohibited by the laws, regulations or provision of the PRC; (2) if the intended securities offerings and listings may constitute a threat to, or endanger national security as reviewed and determined by competent authorities under the State Council in accordance with laws; (3) if there are material ownership disputes over applicants’ equity interests, major assets, core technologies, or the others; (4) if, in the past three years, applicants’ domestic enterprises or controlling shareholders, de facto controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive to the order of the socialist market economy, or are currently under judicial investigation for suspicion of criminal offenses, or are under investigation for suspicion of major violations; (5) if, in the past three years, any directors, supervisors, or senior executives of applicants have been subject to administrative punishments for severe violations, or are currently under judicial investigation for suspicion of criminal offenses, or are under investigation for suspicion of major violations; (6) other circumstances as prescribed by the State Council. The Draft Administrative Provisions further stipulate that a fine between RMB 1 million and RMB 10 million may be imposed if an applicant fails to fulfill the filing requirements with the CSRC or conducts an overseas offering or listing in violation of the Draft Rules Regarding Overseas Listings, and in cases of severe violations, a parallel order to suspend relevant businesses or halt operations for rectification may be issued, and relevant business permits or operational license revoked.

~~Challenges with Having Operations in China~~7

~~Trans~~Regulations ~~Global~~Relating ~~Group, Inc. is a Delaware holding company that plans~~ to ~~conduct~~Value-added ~~substantially~~Telecommunications all of its operations and business in China through PRC based subsidiaries. As a result, our ability to pay dividends and to service any debt we may incur overseas largely depends upon dividends paid PRC subsidiaries to us. If any PRC subsidiary incurs debt on its own behalf, the instruments governing its debt may restrict its ability to pay dividends to us. In addition, a PRC subsidiary is permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with the Accounting Standards for Business Enterprise as promulgated by the Ministry of Finance of the PRC, or the PRC GAAP.Services

~~Such~~Pursuant ~~structure involves unique risks~~ to ~~investors~~the inProvisions ~~our~~on ~~common~~Administration ~~stock. For a detailed description~~ of ~~the~~Foreign-Invested ~~risk,~~Telecommunications ~~see~~Enterprises ~~“Risk~~which ~~Factors”,~~was ~~including~~promulgated ~~the~~by ~~risks described under~~ the ~~subsections~~State ~~headed~~Council ~~“Risks~~on ~~Related to Our Business and Industry”~~December 11, ~~“Risks~~2001 ~~associated with doing business in China”~~ and ~~“Risks~~most ~~Related~~recently toamended ~~the~~on ~~Market~~March 29, ~~for our stock”. In particular~~2022, asor wethe ~~are~~FITE ~~to be a China-based company incorporated in Delaware~~Regulations, ~~we face various legal~~ and ~~operational~~the ~~risks~~Telecommunications ~~and~~Regulations ~~uncertainties related to being based in and having substantially all~~ of ~~our operations~~the ~~in China. The~~ PRC, ~~government~~or ~~has significant authority to exert influence on~~ the ~~ability~~Telecom ~~of a China-based company~~Regulations, ~~such~~promulgated ~~as us,~~by tothe ~~conduct~~PRC ~~its~~State ~~business,~~Council ~~accept foreign investments or list~~ on ~~a U.S. or other foreign exchange. For example~~September 25, we2000 ~~face~~and ~~risks~~most ~~associated with~~recently ~~regulatory~~amended ~~approvals~~on ~~of offshore offerings~~February 6, ~~anti-monopoly regulatory actions~~2016, ~~oversight~~telecom onoperators ~~cybersecurity~~shall ~~and~~apply ~~data~~for ~~privacy, as well as the lack of PCAOB inspection on our auditors. Such risks could result in~~ a ~~material~~telecommunications ~~change~~business inpermit ~~our~~pursuant ~~operations and/or the value of our Stocks or could significantly limit or completely hinder our ability~~ to ~~offer or continue to offer Stocks and/or other securities to investors and cause~~ the ~~value~~provisions of ~~such~~these ~~securities~~Regulations. toNo ~~significantly~~organization ~~decline~~ or beindividual ~~worthless.~~shall ~~The~~engage ~~PRC~~in ~~government~~telecommunications ~~also~~business ~~has~~without ~~significant~~obtaining ~~oversight~~a ~~and discretion~~telecommunications ~~over the conduct of our~~ business ~~and our operations may be affected by evolving regulatory policies as a result~~permit. ~~The~~In ~~PRC government has recently published new policies that significantly affected certain industries~~addition, ~~and we cannot rule out~~ the ~~possibility~~ultimate ~~that~~foreign itequity ~~will~~ ownership in ~~the~~a ~~future~~value-added ~~release~~telecommunications ~~regulations~~services orprovider ~~policies~~shall ~~regarding~~not ~~our~~exceed ~~industry that could adversely affect our business, financial condition and results of operations~~50%. ~~Furthermore~~Moreover, ~~the~~for ~~PRC~~a ~~government~~foreign ~~has~~investor ~~recently indicated an intent~~ to ~~exert~~acquire ~~more~~any ~~oversight~~equity ~~and~~interest ~~control~~in ~~over~~value-added ~~overseas securities~~telecommunication ~~offerings~~business ~~and other capital markets activities and foreign investment~~ in China~~-based~~, ~~companies~~it ~~like~~must ~~us.~~satisfy ~~These risks could result in~~ a ~~material~~number ~~change~~of instringent ~~our~~performance ~~operations~~ and ~~the~~operational ~~value~~experience ~~of our common stocks~~requirements, orincluding ~~could~~demonstrating ~~significantly~~good ~~limit~~track orrecords ~~completely hinder our ability to offer or continue to offer securities to investors~~ and ~~cause~~experience ~~the~~in operating value-added oftelecommunication ~~such securities to significantly decline or become worthless. You should pay special attention to the subsection headed “Risks associated with doing~~ business ~~in China” below~~overseas.

~~Recent~~On ~~Regulatory Developments~~June 19, 2015, the Ministry of Industry and Information Technology, or the MIIT, issued the Circular on Removing the Restrictions on Equity Ratio Held by Foreign Investors in Online Data Processing and Transaction Processing (Operating E-Commerce) Business, allowing foreign investors to own 100% of equity interest in an operator of “operating e-commerce” business. The latest Negative List further provides that foreign investors are allowed to hold more than 50% equity interests in a value-added telecommunications service provider engaging in e-commerce, domestic multiparty communication, storage-and-forward and call center businesses, while other requirements with respect to track record and experience provided by the FITE Regulations shall still apply and foreign investors are still prohibited from holding more than 50% of equity interest in a provider of other subcategories of value-added telecommunications services.

~~Draft~~Regulations ~~Rules~~Relating ~~Regarding Overseas~~to ~~Listing~~Intellectual Property Rights

On December 24, 2021, the CSRC issued the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (Draft for Comments) (the “Draft Administrative Provisions”) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments) (the “Draft Filing Measures”, collectively with the Draft Administrative Provisions, the “Draft Rules Regarding Overseas Listing”), both of which are subject to public comments and have not taken effect yet. The Draft Rules Regarding Overseas Listing lay out the filing regulation arrangement for both direct and indirect overseas listing, and clarify the determination criteria for indirect overseas listing in overseas markets.Copyright

~~The~~Copyright ~~Draft~~in ~~Rules Regarding Overseas Listing stipulate that~~ the ~~Chinese-based companies~~PRC, orincluding ~~the~~copyrighted ~~issuer~~software, ~~shall~~is ~~fulfill~~principally ~~the~~protected ~~filing~~under ~~procedures~~the ~~within~~Copyright ~~three~~Law ~~working~~of ~~days after~~ the ~~issuer~~PRC ~~makes an application for initial public offering~~ and ~~listing in a foreign exchange. The required filing materials for an initial public offering and listing shall include but not limited to: record-filing report and~~ related ~~undertakings;~~rules ~~regulatory opinions, record-filing, approval~~ and ~~other~~regulations. ~~documents~~Under ~~issued~~the byCopyright competent regulatory authorities of relevant industries (if applicable); and security assessment opinion issued by relevant regulatory authorities (if applicable); PRC legal opinion; and prospectus. In additionLaw, anpromulgated ~~issuer who~~in ~~issues overseas listed securities after initial public offering shall~~September 1990, ~~within~~implemented ~~three~~in ~~working days after the completion of the issuance~~June 1991, ~~submit~~ ~~required~~amended ~~filing~~in ~~materials to the CSRC~~October 2001, ~~including~~February 2010 ~~but not limited to: filing report~~ and ~~relevant~~November 2020, ~~commitment;~~ and ~~domestic~~effective ~~legal opinion.~~on ~~Furthermore~~June 1, an2021 ~~overseas~~the ~~offering~~term ~~and listing is prohibited under any~~ of ~~the~~protection ~~following~~for ~~circumstances:~~copyrighted ~~(1)~~software ~~if the intended securities offering and listing~~ is ~~specifically~~50 ~~prohibited~~years. byThe ~~national~~Regulation ~~laws~~on ~~and regulations and relevant provisions; (2) if~~ the ~~intended~~Protection securities offering and listing may constitute a threat to or endangers national security as reviewed and determined by competent authorities under the State Council in accordance with law; (3) if there are material ownership disputes over the equity, major assets, and core technology, etc. of the ~~issuer;~~Right ~~(4)~~to ~~if,~~Communicate inWorks the past three years, the domestic enterprise or its controlling shareholders or actual controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive to the ~~order~~Public ofover ~~the~~Information ~~socialist market economy~~Networks, oras ~~are~~most ~~currently~~recently ~~under~~amended ~~judicial~~on ~~investigation for suspicion of criminal offenses~~January 30, ~~or are under investigation for suspicion of major violations; (5) if~~2013, inprovides ~~past~~specific ~~three~~rules ~~years,~~on ~~directors,~~fair ~~supervisors~~use, orstatutory ~~senior executives have been subject to administrative punishments for severe violations~~license, orand ~~are~~a ~~currently~~safe ~~under~~harbor ~~judicial investigation~~ for ~~suspicion~~use of ~~criminal~~copyrights ~~offenses,~~and orcopyright ~~are~~management ~~under~~technology ~~investigation~~and ~~for suspicion~~specifies ~~of major violations; (6) other circumstances as prescribed by~~ the ~~State Council. The Draft Administration Provisions defines the legal~~ liabilities of ~~breaches~~various ~~such~~entities asfor ~~failure in fulfilling filing obligations or fraudulent filing conducts, imposing a fine between RMB 1 million and RMB 10 million, and in cases of severe~~ violations, aincluding ~~parallel~~copyright ~~order to suspend relevant business or halt operation for rectification~~holders, ~~revoke~~libraries ~~relevant~~and ~~business~~Internet ~~permits~~service ~~or operational license~~providers.

6Trademark

AtRegistered ofTrademarks are protected by the ~~date~~PRC ofTrademark ~~this Registration~~Law ~~Statement,~~which ~~the~~was ~~Draft~~adopted ~~Rules~~by ~~Regarding~~the ~~Overseas~~Standing ~~Listings~~Committee ~~have~~of ~~not~~NPC ~~been~~on ~~promulgated~~August 23, 1982 and wemost ~~have~~recently ~~not~~amended ~~been~~on ~~required~~April 23, to2019 ~~obtain permission~~as orwell ~~filing~~as ~~from~~the Implementation Regulation of the PRC ~~government~~Trademark ~~authorities~~Law ~~for~~which ~~any~~was ofadopted ~~our~~by ~~offerings.~~the ~~However~~State Council on August 3, ~~there~~2002 isand ~~uncertainty~~amended inon ~~connection~~April 29, ~~with~~2014. ~~whether we~~The ~~are~~Trademark ~~required~~Office toof ~~obtain~~the ~~permissions~~National orIntellectual ~~filing~~Property ~~from~~Administration ~~the~~under ~~PRC~~SAMR ~~government~~handles ~~authorities~~trademark ~~with~~registrations ~~respect~~and grants a term of ~~our~~ten ~~operations~~years ~~and/or~~to ~~offering~~registered ~~once we~~trademarks ~~have~~which ~~acquired~~may ~~our~~be ~~target~~renewed ~~PRC~~for ~~subsidiaries.~~consecutive Inten-year ~~the~~periods ~~event~~upon ~~that~~request by the ~~Draft~~trademark ~~Rules~~owner. ~~Regarding~~For ~~Overseas~~licensed ~~Listing~~use ~~take~~of ~~effect~~a registered trademark, wethe orlicensor ~~any~~shall offile ~~our subsidiaries~~record ~~may~~of bethe ~~subject~~licensing toof the ~~filing~~said ~~and~~trademark ~~compliance~~with ~~requirements~~the Trademark Office, weotherwise ~~cannot~~it ~~assure~~may ~~you~~not ~~that~~defend ~~any~~against ofa usbona ~~will~~fide bethird ~~able~~party. The PRC Trademark Law has adopted a “first-to-file” ~~receive~~principle ~~clearance of~~with ~~such~~respect ~~filing~~to ~~requirements~~trademark inregistration. Where a ~~timely~~trademark ~~manner,~~for orwhich ata ~~all.~~registration ~~Any~~has ~~failure~~been ofmade usis toidentical ~~fully~~or ~~comply~~similar ~~with~~to ~~new~~another ~~regulatory~~trademark ~~requirements~~which ~~may~~has ~~significantly limit~~already orbeen ~~completely~~registered ~~hinder~~or ~~our~~been ~~ability~~subject to ~~offer~~a ~~our~~preliminary ~~securities,~~examination ~~cause~~and ~~significant~~approval ~~disruption~~for touse ~~our~~on ~~business~~the ~~operations,~~same ~~severely~~kind ~~damage our~~of ~~reputation~~or similar commodities or services, ~~materially~~the ~~and~~application ~~adversely~~for ~~affect~~registration ~~our~~of ~~financial~~such ~~condition~~trademark ~~and~~may ~~results~~be rejected. Any person applying for the registration of ~~operations~~a ~~and~~trademark ~~cause~~may ~~our~~not ~~securities~~prejudice tothe ~~significantly decline~~existing right first obtained by others, nor may any person register in ~~value~~advance ora ~~become~~trademark ~~worthless.~~that ~~See~~has ~~“Risk~~already ~~Factors—The~~been ~~approval~~used ofby ~~the~~another ~~CSRC~~party orand ~~other~~has ~~PRC~~already ~~regulatory~~gained ~~agencies~~a ~~may~~“sufficient bedegree ~~required under~~of ~~PRC~~reputation” ~~law~~through such party’s use.”

~~Measures~~Under PRC law, any of the following acts will be deemed as an infringement to ~~Expanding Efforts~~the inexclusive ~~Anti-Monopoly~~right ~~Enforcement~~to use a registered trademark: (i) use of a trademark that is the same as or similar to a registered trademark for identical or similar goods without the permission of the trademark registrant; (ii) sale of any goods that have infringed the exclusive right to use any registered trademark; (iii) counterfeit or unauthorized production of the label of another’s registered trademark, or sale of any such label that is counterfeited or produced without authorization; (iv) change of any trademark of a registrant without the registrant’s consent, and selling goods bearing such replaced trademark on the market; or (v) other acts that have caused any other damage to another’s exclusive right to use a registered trademark.

The PRC Anti-Monopoly enforcement agencies have in recent years strengthened enforcement under the PRC Anti-Monopoly Law. In March 2018, the State Administration for Market Regulation (the “SAMR”), was formed as a new governmental agency to take over, among other things, the Anti-Monopoly enforcement functions from the relevant departments under the MOFCOM, the National Development Reform Committee (“NDRC”) and the State Administration for Industry and Commerce (the “SAIC”), respectively. Since its inception, the SAMR has continued to strengthen Anti-Monopoly enforcement. In December 2018, the SAMR issued the Notice on Anti-Monopoly Enforcement Authorization, which grants authorities to its province-level branches to conduct Anti-Monopoly enforcement within their respective jurisdictions. In September 2020, the SAMR issued Anti-Monopoly Compliance Guideline for Operators, which requires, under the PRC Anti-Monopoly Law, operators to establish Anti-Monopoly compliance management systems to prevent Anti-Monopoly compliance risks. On February 7, 2021, the Anti-Monopoly Commission of the State Council officially promulgated the Anti-Monopoly Guidelines for Internet Platforms. Pursuant to an official interpretation from the Anti-Monopoly Commission of the State Council, the Anti-Monopoly Guidelines for Internet Platforms mainly covers five aspects, including general provisions, monopoly agreements, abusing market dominance, concentration of undertakings, and abusing of administrative powers eliminating or restricting competition. On October 23, 2021, the SAMR released a draft amendment of Anti-Monopoly Law (the “AML”) for public comments for the first time since the 2008 AML came into effect. This is the second round of published draft amendments to the AML, which followed the previous set open for public consultation by the SAMR in January 2020. The draft amendments to the AML set out new substantive rules including safe harbor for monopoly agreements, introduced “stop-the-clock” mechanism and enhanced personal liability and monetary penalties for substantive violations.8

AsAccording to the ~~Anti-Monopoly Guidelines~~PRC ~~for~~Trademark ~~Internet~~Law, ~~Platforms~~in ~~and~~the event of any of the ~~amendments~~foregoing acts, the infringing party will be ordered to stop the ~~AML~~infringement ~~are~~immediately ~~newly~~and ~~published~~may be imposed a fine; the counterfeit goods will be confiscated. The infringing party may also be held liable for the right holder’s damages, wewhich ~~are~~will ~~unable~~be equal to ~~estimate~~the ~~its~~losses ~~specific~~suffered ~~impact~~by ~~on our~~the ~~business,~~right ~~financial~~holder ~~condition,~~as ~~results~~a result of ~~operations~~the ~~and~~infringement, ~~prospects~~including ~~and~~reasonable ~~future~~expenses ~~acquisition~~incurred ofby ~~PRC~~the ~~subsidiaries.~~right Weholder ~~cannot~~for ~~assure~~stopping ~~you that~~the ~~our~~infringement, ~~business~~or ~~operations~~the ~~will~~gains ~~comply~~obtained ~~with~~by ~~such~~the ~~regulations~~infringing ~~and~~party ~~authorities’~~if ~~requirements~~the inlosses ~~all~~are ~~respects~~difficult to be ascertained. ~~Any~~If ~~failure~~both orgains ~~perceived failure~~and losses are difficult to be ascertained, the damages may be determined by usreferring to ~~comply~~the amount of royalties for the license of such ~~regulations~~trademarks, which will be one to five times of the royalties in the case of any serious infringement with malicious intent. If the gains, losses and ~~authorities’~~royalties ~~requirements~~are all difficult to be ascertained, the court may ~~result~~render ina ~~governmental~~judgment ~~investigations~~awarding ordamages ~~enforcement actions~~no more than RMB5 million. Notwithstanding the above, ~~lawsuits~~if ora ~~claims~~distributor ~~against~~does usnot ~~and~~know ~~could~~that ~~have~~the angoods ~~adverse~~it ~~effect~~sells oninfringe ~~our~~another’s ~~business~~registered trademark, ~~financial~~it ~~condition~~will ~~and~~not ~~results~~be ofliable ~~operations upon~~for ~~our~~infringement ~~future~~provided ~~acquisition~~that ofthe ~~PRC~~seller ~~subsidiaries~~shall prove that the goods are lawfully obtained and identify its supplier.

~~Cybersecurity Measures and Draft Regulation Regarding Cyber Data Security~~Employees

OnAs ~~December~~of 28December 31, ~~2021~~2022, ~~the~~ ~~CAC, published~~ the ~~Measures~~Company ~~for~~had ~~Cybersecurity~~12 ~~Review (2021)~~employees, ~~which~~all ~~will~~of ~~come~~which ~~into~~were ~~effect~~ on ~~February~~a ~~15,~~full-time ~~2022 and replace the current Measures for Cybersecurity Review (2020)~~basis. ~~The~~All ~~Measures~~of ~~for~~our ~~Cyber~~employees ~~Security~~are ~~Review~~based ~~specifies~~in ~~that~~ the ~~procurement~~city of ~~network~~Shenzhen, ~~products~~where ~~and services~~our byoperation ~~operator~~is oflocated. ~~critical~~As ~~information~~required ~~infrastructure and the activities of data process carried out~~ by ~~Internet~~PRC ~~platform~~regulations, ~~operator that~~we ~~raise~~participate orin ~~may~~various ~~raise~~government ~~“national~~statutory ~~security”~~employee ~~concerns~~benefit ~~are~~plans, ~~subject~~including tosocial ~~strict~~insurance ~~cyber~~funds, ~~security~~namely ~~review~~a bypension ~~Office~~contribution ofplan, ~~Cyber~~a ~~Security Review~~medical ~~established~~insurance byplan, ~~the~~an ~~CAC.~~unemployment ~~Before~~insurance ~~critical~~plan, ~~information~~a ~~infrastructure~~work-related ~~operator~~injury ~~purchases~~insurance ~~internet products and services~~plan, ita ~~should assess~~maternity ~~the~~insurance ~~potential~~plan ~~risk~~and ofa ~~national~~housing ~~security~~provident ~~that may be caused by the use of such products and services~~fund. IfWe ~~such~~are ~~use~~required ofunder ~~products~~PRC ~~and services~~law ~~may~~to ~~give~~make ~~raise~~contributions to ~~national~~employee ~~security~~benefit ~~concerns,~~plans itat ~~should~~specified ~~apply~~percentages ~~for~~of ~~a cyber security review by~~ the ~~Cyber~~salaries, ~~Security~~bonuses ~~Review Office~~ and acertain ~~report~~allowances of ~~analysis~~our ~~of the potential effect on national security shall be submitted when the application is made. In addition~~employees, ~~Internet platform~~up ~~operators~~to ~~that~~a ~~possess~~maximum ~~the~~amount ~~personal~~specified ~~data of over one million users must apply for a review~~ by the ~~Cyber~~local ~~Security~~government ~~Review~~from ~~Office, if~~time ~~they~~to ~~plan listing of companies in foreign countries~~time. ~~The~~We ~~CAC~~have ~~may~~not ~~voluntarily~~made ~~conduct~~adequate ~~cyber~~employee ~~security~~benefit ~~review~~payments, ~~if any network products~~ and ~~services and activities of data process affects or~~ may ~~affect~~be ~~national~~required ~~security.~~to Itmake ~~may~~up ~~take~~the ~~approximately~~contributions ~~70 business days in maximum~~ for ~~the~~these ~~general~~plans ~~cybersecurity~~as ~~review~~well ~~upon~~as ~~the delivery of their applications, which may be subject~~ to ~~extensions~~pay ~~for~~late afees ~~special~~and ~~review~~fines.

7We believe that we maintain a good working relationship with our employees, and we have not experienced any major labor disputes.

InIntellectual addition, on November 14, 2021, the Administration Regulations on Cyber Data Security (Draft for Comments) (《网络数据安全管理条例（征求意见稿）》 ) (the “Draft Regulation”) was proposed by the CAC for public comments until December 13, 2021. The Draft Regulation stipulates that data processors which process the personal information of at least one million users must apply for a cybersecurity review if they plan listing of companies in foreign countries, and the Draft Regulation further requires the data processors that carry out the following activities to apply for cybersecurity review in accordance with the relevant laws and regulations: (i) the merger, reorganization or division of internet platform operators that have gathered a large number of data resources related to national security, economic development and public interests affects or may affect national security; (ii) the listing of the data processor in Hong Kong affects or may affect the national security; and (iii) other data processing activities that affect or may affect national security. Any failure to comply with such requirements may subject us to, among others, suspension of services, fines, revoking relevant business permits or business licenses and penalties. As advised by our PRC legal counsel, since the CAC is still seeking comments on the Draft Regulation from the public as of the date of the Annual Report, the Draft Regulation (especially its operative provisions) and its anticipated adoption or effective date are subject to further changes with substantial uncertainty.Property

AsProtection ~~the Measures for Cyber Security Review and the Draft Regulation are newly published, the exact scope~~ of ~~“critical~~our ~~information~~intellectual ~~infrastructure~~property ~~operators” and~~is ~~“data~~a ~~processing~~strategic ~~operators”~~priority under the draft measures and the current regulatory regime remains unclear, and the PRC government authorities may have wide discretion in the interpretation and enforcement of these laws. Currently, the Measures for ~~Cyber Security Review and the Draft Regulation have not materially affected~~ our business. ~~and~~We ~~operations,~~rely ~~but~~primarily inon ~~anticipation~~a ofcombination ~~the strengthened implementation~~ of ~~cybersecurity laws and regulations and the continued expansion of our business~~trademark, ~~our~~copyright ~~future PRC subsidiary faces potential risks if we are deemed as a critical information infrastructure operator or data processing operator under the PRC cybersecurity laws~~ and ~~regulations. In~~trade ~~such~~secret ~~case, we must fulfill certain obligations as required under the PRC cybersecurity~~ laws and regulations, including, among others, storing personal information and other important data collected and produced within the PRC territory as part of our operations in China (as we currently do in our operations), and we may be subject to ~~lengthy~~establish ~~cybersecurity review~~ and ~~other~~protect enhanced regulatory requirements when purchasing internet products and services or conducting data processing activities. We may face challenges in addressing such enhanced regulatory requirements and make necessary changes to our ~~internal~~proprietary ~~policies and practices in data privacy and cybersecurity matters~~rights. ~~See “Risk Factors — Risks Related to Our Business and Industry — We may be liable for improper collection, use or appropriation of personal information provided by our customers.”~~

AsWe ofcurrently ~~the date of this filing of the Annual Report, we~~ have notwo ~~operating~~registered ~~subsidiaries~~copyrights ~~involved~~ in any investigations on cybersecurity review initiated by the CAC based on the draft measures, and we have not received any inquiry, notice, warning, sanctions in such respect or any regulatory objections to this registration. As of the date of this registration statement, recent regulatory actions by China’s government related to data security or anti-monopoly have not materially impacted our ability to conduct our business, accept foreign investments or list on a U.S. or other foreign exchanges. Based on existing PRC laws and regulations, as advised by our PRC legal counsel, neither we nor our subsidiaries are currently subject to any pre-approval requirement from the CAC to operate our business or conduct this registration, subject to PRC government’s interpretation and implementation of the Measures for Cyber Security Review and the Draft Regulation after it takes effect. However, we cannot assure you that relevant PRC government agencies, including the CAC, would reach the same conclusion as we do or as advised by our PRC legal counsel.follows:

Governmental Regulations in Relation to the Company’s Businesses

Copyright Number		Registration Date
国作登字-2020-F-01147904		2021-08-01
国作登字-2020-F-00001673		2022-03-15

~~This~~Available ~~section set forth a summary of the principal PRC laws and regulations relevant to our business and operations in China.~~Information

~~Regulations~~Our ~~Related~~ Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to ~~Foreign~~reports ~~Investment~~filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are filed with the Securities and Exchange Commission (the “SEC”). Such reports and other information filed by the Company with the SEC are available free of charge on our corporate website (http://www.fvti.show/ as soon as reasonably practicable after they are electronically filed with or furnished to the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The foregoing website addresses are provided as inactive textual references only. We periodically provide other information for investors on our corporate website. This includes press releases and other information about financial performance and information on corporate governance. The information contained on the websites referenced in this Form 10-K is not part of this report and is not incorporated by reference into this filing.

~~Guidance Catalogue of Industries for Foreign Investment~~9

Investment activities in the PRC by foreign investors are principally governed by the Guidance Catalogue of Industries for Foreign Investment, or the Guidance Catalog, which was promulgated and is amended from time to time by Ministry of Commerce, or MOFCOM, and the National Development and Reform Commission, or NDRCITEM 1A. ~~The~~RISK Guidance Catalog lays out the basic framework for foreign investment in China, classifying businesses into three categories with regard to foreign investment: “encouraged,” “restricted” and “prohibited”. Industries not listed in the catalog are generally deemed as falling into a fourth category “permitted” unless specifically restricted by other PRC laws.FACTORS

InRISK addition, in June 2018 the MOFCOM and the NDRC promulgated the Special Management Measures (Negative List) for the Access of Foreign Investment, or the Negative List, which became effective on July 28, 2018 and was further updated on June 30, 2019, June 23, 2020 and January 1, 2022.FACTORS

8The statements contained in or incorporated into this Form 10 that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition, or results of operations could be harmed.

~~Foreign~~Risks ~~Investment Law~~Related to Our Operations

OnWe ~~March~~rely ~~15,~~entirely ~~2019, the National People’s Congress approved the Foreign Investment Law of the PRC, or the Foreign Investment Law, which came into effect~~ on ~~January 1, 2020 and replaced~~ the ~~trio~~operations of ~~existing~~Shenzhen ~~laws~~Zui ~~regulating~~Xian ~~foreign~~Gui ~~investment~~Brewery inTechnology ~~China,~~Ltd. namely, the Sino-foreign Equity Joint Venture Enterprise Law of the PRC, the Sino-foreign Cooperative Joint Venture Enterprise Law of the PRC and the Wholly Foreign-invested Enterprise Law of the PRC, together with their implementation rules and ancillary regulations(“ZXGSZ”). ~~The~~Any ~~organization~~successes ~~form,~~or ~~organization~~failures ~~and activities~~ of ~~foreign-invested~~ZXGSZ ~~enterprises~~will ~~shall~~directly beimpact ~~governed,~~our ~~among~~financial ~~others,~~condition ~~by the PRC Company Law~~ and ~~the PRC Partnership Enterprise Law. Foreign-invested enterprises established before the implementation of the Foreign Investment Law~~ may ~~retain~~cause ~~the~~your ~~original~~investment ~~business organization~~to ~~and~~be soeither onpositively ~~within~~or ~~five~~negatively ~~years after the implementation of this Law~~impacted.

~~The~~At ~~Foreign~~present, ~~Investment Law~~we isshare ~~formulated~~the tosame ~~further~~business ~~expand~~plan ~~opening-up~~as, ~~vigorously~~and ~~promote~~rely ~~foreign~~entirely ~~investment~~upon, ~~and~~Shenzhen ~~protect~~Zui ~~the~~Xian ~~legitimate~~Gui ~~rights~~Brewery ~~and~~Technology ~~interests of~~Ltd. ~~foreign investors~~(“ZXGSZ”). ~~According~~Any tosuccesses ~~the~~or ~~Foreign~~failures ~~Investment~~of ~~Law,~~ZXGSZ ~~foreign~~will ~~investments~~directly ~~are~~impact ~~entitled~~our tofinancial ~~pre-entry~~condition ~~national~~and ~~treatment~~may ~~and~~cause ~~are subject~~your investment to ~~negative~~be ~~list~~either ~~management~~positively ~~system~~or negatively impacted. ~~The~~As ~~pre-entry~~such, ~~national~~in ~~treatment~~the ~~means~~event that the ~~treatment~~business ~~given~~of operations of ZXGSZ were to ~~foreign~~fail, ~~investors~~then ~~and~~our ~~their investments~~own atbusiness ~~the~~would, ~~stage~~in ofturn, ~~investment~~fail ~~access~~as ~~shall~~well. ~~not~~We would be ~~less~~forced ~~favorable~~to ~~than~~either ~~that~~drastically ofalter ~~domestic~~our ~~investors~~business ~~and~~strategy, ~~their~~or ~~investments.~~we ~~The~~would ~~negative list~~likely ~~management~~cease ~~system~~operations ~~means~~entirely, ~~that~~which ~~the~~could ~~state~~result ~~implements~~in ~~special~~the ~~administrative~~whole ~~measures~~or ~~for~~partial ~~access~~loss of ~~foreign~~any ~~investment~~investments made in ~~specific~~the ~~fields~~Company.

~~Foreign~~We ~~investors’ investment,~~have ~~earnings~~a ~~and~~limited ~~other~~operating ~~legitimate~~history ~~rights~~that ~~and~~you ~~interests~~can ~~within~~use ~~the~~to ~~territory~~evaluate ~~of China shall be protected in accordance with the law~~us, and ~~all national policies on supporting~~ the ~~development~~likelihood of ~~enterprises~~our ~~shall~~success ~~equally~~must ~~apply~~be toconsidered ~~foreign-invested enterprises. Among others, the state guarantees that foreign-invested enterprises participate~~ in ~~the~~light ~~formulation~~ of ~~standards in an equal manner and that foreign-invested enterprises participate in government procurement activities through fair competition in accordance with~~ the ~~law.~~problems, ~~Further~~expenses, ~~the~~ ~~state shall not expropriate any foreign investment except under special circumstances. In special circumstances~~difficulties, ~~the~~complications ~~state may levy or expropriate the investment of foreign investors in accordance with the law for the needs of the public interest. The expropriation~~ and ~~requisition~~delays ~~shall~~frequently beencountered ~~conducted~~by ina ~~accordance~~small ~~with~~developing ~~legal procedures and timely and reasonable compensation shall be given~~company. ~~In carrying out business activities, foreign-invested enterprises shall comply with relevant provisions on labor protection.~~

~~The~~We ~~Implementation~~were ~~Regulations of~~incorporated ~~Foreign~~in ~~Investment~~Delaware. ~~Law~~For of the ~~PRC~~years ended December 31, ~~adopted~~2022 byand ~~the~~2021, ~~State~~we ~~Council~~generated on$428,991 ~~December~~and 26nil, ~~2019~~respectively, ~~and~~in ~~came~~revenues, ~~into~~and ~~effect~~had onnet ~~January~~loss of $1,828,118 and ~~2020~~$48,938, ~~provides implementing~~respectively. ~~measures~~The likelihood of our success must be considered in the light of the problems, expenses, difficulties, complications and ~~detailed~~delays ~~rules~~frequently toencountered ~~ensure~~by a small company starting a new business enterprise and the ~~effective~~highly ~~implementation~~competitive environment in which we are operating. We have a limited operating history upon which an evaluation of ~~the~~our ~~Foreign~~future ~~Investment~~success ~~Law~~or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

~~Regulation~~● onOur ~~Information Protection~~ability onto ~~Networks~~market our products; ● Our ability to generate revenue; ● Our ability to obtain higher gross profit products; ● Our ability to obtain healthier and economical products; and ● Our ability to raise the capital necessary to continue marketing and developing our product and online platform.

OnWe ~~December~~have ~~28,~~a ~~2012, SCNPC~~history ~~issued Decision~~ of ~~the~~operating ~~Standing Committee of the National People’s Congress on Strengthening Information Protection on Networks~~losses, ~~pursuant~~ ~~to which network service providers~~ and ~~other~~continued ~~enterprises~~future ~~and~~operating ~~institutions~~losses ~~shall,~~would ~~when~~have ~~gathering~~a ~~and~~material ~~using~~adverse ~~electronic~~effect ~~personal information~~on ofour ~~citizens~~ability ~~in business activities, publish their collection and use rules and adhere~~ to ~~the~~continue ~~principles~~as ofa ~~legality,~~going rationality and necessarily, explicitly state the purposes, manners and scopes of collecting and using information, and obtain the consent of those from whom information is collected, and shall not collect and use information in violation of laws and regulations and the agreement between both sides; and the network service providers and other enterprises and institutions and their personnel must strictly keep such information confidential and may not divulge, alter, damage, sell, or illegally provide others with such informationconcern.

OnWe ~~July~~had ~~16,~~net ~~2013,~~operating ~~the Ministry~~losses of ~~Industry~~$1.828,118 and ~~Information Technology~~$48,938 orfor the ~~MIIT,~~years ~~issued~~ended ~~the~~December 31, ~~Provisions~~2022 ~~on the Protection of Personal Information of Telecommunication~~ and ~~Internet User~~2020, ~~which was effective as of September 1, 2013~~respectively. ~~The~~We ~~requirements~~generated ~~under this order are stricter and wider compared to the above decision issued by the National People’s Congress. According to the provisions, if~~ a ~~network~~net ~~service~~operating ~~provider~~income ~~wishes~~of ~~to collect or use personal information~~$428,991 ~~it may do so only if such collection is necessary~~ for the ~~services~~year itended ~~provides. Furthermore~~December 31, it2022 ~~must~~as ~~disclose to~~a ~~its~~result ~~users the purpose, method and scope~~ of ~~any such collection or usage, and must obtain consent from~~ the ~~users~~increased ~~whose~~product ~~information is being collected or used~~sale. ~~Network~~There ~~service~~can ~~providers~~be ~~are~~no ~~also~~assurance ~~required~~that towe ~~establish~~will ~~and~~have ~~publish~~net ~~their~~income ~~protocols~~in ~~relating~~future toperiods. ~~personal~~Our ~~information collection~~history orof ~~usage,~~operating ~~keep~~losses ~~any collected information strictly confidential~~ and ~~take~~our ~~technological~~projections ~~and~~of ~~other measures to maintain~~ the ~~security~~ level of ~~such~~capital ~~information.~~that ~~Network~~will ~~service~~be ~~providers are~~ required tofor ~~cease~~our ~~any~~future ~~collection~~expanded oroperations ~~usage~~may ofimpair ~~the~~our ~~relevant~~ability ~~personal information and provide services for the users~~ to ~~de-register~~grow ~~the~~our ~~relevant~~business ~~user~~at ~~account, when a user stops using~~ the ~~relevant~~level ~~Internet~~we ~~service~~desire. ~~Network service~~If ~~providers~~in ~~are~~the ~~further~~future ~~prohibited~~we ~~from~~incur ~~divulging,~~operating ~~distorting~~losses or ~~destroying~~are ~~any~~unable ~~such personal information, or selling or providing such personal information unlawfully~~ to ~~other~~obtain ~~parties. In addition, if a network service provider appoints an agent to undertake any marketing or technical services that involve~~ the ~~collection~~requisite oramount ~~usage~~ of ~~personal~~capital ~~information,~~needed ~~the network service provider is required~~ to ~~supervise and~~fund ~~manage~~our ~~the~~planned ~~protection of the information. The provisions state~~operations, init ~~broad~~could ~~terms,~~have ~~that~~a ~~violators~~material ~~may~~adverse ~~face~~effect ~~warnings,~~on ~~fines,~~our ~~public~~business ~~exposure~~ and, ~~criminal~~ability ~~liability~~to ~~whereas~~continue ~~the~~as ~~case constitutes~~ a ~~crime~~going concern.

910

OnWe ~~June~~operate ~~1, 2017, the Cybersecurity Law of the PRC promulgated~~ in ~~November,~~a ~~2016~~highly bycompetitive ~~SCNPC became effective. This law also absorbed and restated the principles and requirements mentioned in the aforesaid decision and order~~industry, and ~~further~~our ~~provides~~failure that, where an individual finds any network operator collects or uses his or her personal information in violation of the provisions of any law, regulation or the agreement of both parties, the individual shall be entitled to ~~request~~compete ~~the~~effectively ~~network~~could ~~operator~~adversely toaffect ~~delete~~our ~~his~~market ~~or her personal information; if the individual finds that his or her personal information collected or stored by the network operator has any error~~share, herevenues ~~or she shall be entitled to request the network operator to make corrections,~~ and ~~the~~growth ~~network operator shall take measures to do so~~prospects. Pursuant to this law, the violators may be subject to: (i) warning; (ii) confiscation of illegal gains and fines equal to one to ten times of the illegal gains; or if without illegal gains, fines up to RMB1,000,000; or (iii) an order to shut down the website, suspend the business operation for rectification, or revoke business license. Besides, responsible persons may be subject to fines between RMB10,000 and RMB100,000.

InThe ~~October~~beverage ~~2020,~~industry ~~the Standing~~in ~~Committee~~China ofis ~~the~~highly ~~National~~fragmented ~~People’s~~and ~~Congress~~intensely ~~officially~~competitive. ~~released~~Industry ~~the~~participants ~~draft~~include ~~for~~large scale and well-funded manufacturers and distributors, as well as smaller counterparts. We believe that the ~~first~~market ~~reading~~is ofalso highly sensitive to the ~~Personal~~introduction ~~Information Protection~~of ~~Law~~new products, orincluding the ~~Draft~~ever-growing ~~Personal~~list ~~Information~~of ~~Protection~~alcohol ~~Law~~beverages, which ~~provides~~may ~~detailed~~rapidly ~~rules~~capture ona ~~handling~~significant ~~personal~~share ~~information~~of ~~and~~the ~~legal responsibilities,~~market. ~~including~~We ~~but~~compete ~~not~~for ~~limited~~sales towith ~~the~~heavily ~~scope~~advertised ofnational ~~personal~~and ~~information~~international ~~and~~brands ~~the~~sponsored ~~ways~~by oflarge ~~processing~~food ~~personal~~companies ~~information,~~or ~~the establishment~~distribution ofnetworks. ~~rules~~Our ~~for~~competitors ~~processing~~include ~~personal~~China ~~information,~~home-grown manufacturers and ~~the~~distributors, ~~individual’s~~foreign ~~rights~~companies with China operations, as well as product importers and ~~the~~distributors ~~processor’s~~that ~~obligations~~carry in the ~~processing~~same categories of ~~personal~~products ~~information~~as ours. ~~The~~We ~~Draft~~may ~~Personal~~not ~~Information~~be ~~Protection~~able ~~Law~~to ~~also~~compete ~~strengthens~~effectively ~~the~~and ~~punishment~~our ~~for~~attempt ~~those~~to ~~who~~do ~~illegally process~~so ~~personal~~may ~~information.~~require Asus ofto ~~the~~reduce ~~date~~our ofprices ~~this~~and ~~registration~~result ~~statement,~~in ~~the~~lower ~~Draft~~margins. ~~Personal~~Failure ~~Information~~to ~~Protection~~effectively ~~Law~~compete ~~has~~could ~~not~~adversely ~~been formally~~affect ~~adopted~~our market share, revenues, and growth prospects.

AsOur wefailure ~~have~~to ~~discussed in~~appropriately ~~“Recent~~respond ~~Regulatory~~to ~~Developments-Cybersecurity~~changing ~~Measures~~consumer ~~and~~preferences Draft Regulation Regarding Cyber Data Security”, On December 28, 2021, the Cyberspace Administration of China, or the CAC, published the Cybersecurity Review Measures (2021), which will come into effect on February 15, 2022 and ~~replace~~demand ~~the~~for ~~current~~new ~~Cybersecurity~~products ~~Review~~could ~~Measures~~significantly ~~(2020).The~~harm ~~Cybersecurity~~our ~~Review~~customer ~~Measures~~relationships ~~provides that the operators of critical information infrastructure must pass a cybersecurity review when purchasing network products~~ and ~~services~~product ~~which do or may affect national security~~sales. The Administration Regulations on Cyber Data Security (Draft for Comments) (《网络数据安全管理条例（征求意见稿）》 ) was proposed by the CAC for public comments until December 13, 2021.

OnOur ~~June~~business ~~10,~~is ~~2021,~~particularly ~~the Standing~~subject Committee of the National People’s Congress of China, or the SCNPC, promulgated the PRC Data Security Law (《中华人民共和国数据安全法》), which has been taken effect on September 1, 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, as well as the degree of harm it will cause to ~~national~~changing ~~security,~~consumer ~~public~~trends ~~interests, or legitimate rights~~ and ~~interests of individuals or organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used~~preferences. ~~The~~ ~~PRC~~Our ~~Data~~continued ~~Security~~success ~~Law~~depends ~~also~~in ~~provides~~part ~~for a national security review procedure for data activities that may affect national security and imposes export restrictions~~ on ~~certain~~our ~~data~~ability ~~and~~to ~~information.~~anticipate ~~As uncertainties remain regarding the interpretation~~ and ~~implementation of~~respond to these ~~laws and regulations~~changes, ~~we cannot assure you that we will comply with such regulations in all respects~~ and we may not be ~~ordered~~able to ~~rectify~~ orrespond ~~terminate~~in ~~any~~a ~~actions~~timely ~~that~~or ~~are~~commercially ~~deemed~~appropriate ~~illegal~~manner byto ~~regulatory~~these ~~authorities~~changes. WeIf ~~may~~we ~~also~~are ~~become~~unable ~~subject~~ to ~~fines~~do ~~and/or~~so, ~~other~~our ~~sanctions which~~customer ~~may~~relationships ~~have~~and ~~material~~product ~~adverse~~sales ~~effect~~could onbe ~~our~~harmed ~~business, operations and financial condition~~significantly.

~~On August 20~~Furthermore, ~~2021,~~ the ~~Standing~~ ~~Committee~~beverage ofindustry ~~the~~in ~~National~~particular ~~People’s~~is ~~Congress~~characterized ofby ~~China~~rapid ~~promulgated~~and ~~the~~frequent ~~PRC~~changes ~~Personal~~in ~~Information~~demand ~~Protection~~for ~~Law~~products ~~(《中华人民共和国个人信息保护法》), or~~and ~~the~~new ~~PIPL,~~product ~~which will take effect in November 2021~~introductions. InOur ~~addition~~failure to ~~other~~accurately ~~rules~~predict ~~and~~these ~~principles~~trends ofcould ~~personal~~negatively ~~information~~impact ~~processing,~~consumer ~~the PIPL~~opinion ~~specifically~~with ~~provides~~respect ~~rules~~to ~~for~~the ~~processing~~products ~~sensitive~~we ~~personal information~~distribute. ~~Sensitive~~This ~~personal~~could ~~information~~harm ~~refers~~our tocustomer ~~personal~~relationships ~~information that,~~and ~~once~~cause ~~leaked~~losses orto ~~illegally~~our ~~used,~~market ~~could~~share. ~~easily~~The ~~lead~~success ~~to the infringement~~ of ~~human~~our ~~dignity~~new orproduct ~~harm~~offerings todepends ~~the~~upon ~~personal~~a ornumber ~~property safety~~ of ~~an individual~~factors, including ~~biometric~~our ~~recognition,~~ability ~~religious~~to ~~belief,~~accurately ~~specific~~anticipate ~~identity,~~customer ~~medical and health~~needs, ~~financial~~identify ~~account,~~the ~~personal whereabouts~~right ~~and other information of an individual~~suppliers, assuccessfully ~~well~~commercialize asnew ~~any~~products ~~personal~~in ~~information of~~ a ~~minor~~timely ~~under~~manner, ~~the~~price ~~age~~our ofproducts ~~14.~~competitively, ~~Only~~deliver ~~where~~our ~~there is~~products ain ~~specific purpose and~~ sufficient ~~necessity,~~volumes and ~~under~~in ~~circumstances~~a ~~where~~timely ~~strict protection measures are taken~~manner, ~~may~~and ~~personal~~differentiate ~~information processors~~our ~~process~~product ~~sensitive~~offerings ~~personal~~from ~~information.~~those ~~A personal information processor shall inform the individual~~ of ~~the~~our ~~necessity of processing such sensitive personal information and the impact thereof on the individual’s rights and interests~~competitors.

~~Regulations~~If ~~Related~~ we do not introduce new products or make sufficient adjustments to ~~Consumer~~meet ~~Rights~~the ~~Protection~~changing needs of our customers in a timely manner, some of our products could become obsolete in the view of consumers, which could have a material adverse effect on our revenues and operating results.

~~The~~Competitors ~~Consumer~~may ~~Rights~~enter ~~and Interests~~our Protection Law of the PRC, or the Consumer Protection Law, promulgated by the SCNPC on October 31, 1993 and most recently amended on October 25, 2013 (effective as of March 15, 2014), and the Online Trading Measures issued by the SAIC on January 26, 2014 (effective as of March 15, 2014), set out the obligations of business ~~operators~~sector ~~and~~with ~~the~~superior ~~rights~~products ~~and~~which ~~interests~~could ofaffect ~~the~~our ~~customers. For example,~~ business ~~operators~~ must guarantee the quality, function, usage, term of validity, personal or property safety requirement of the goods and services and provide customers with authentic information about the goods and servicesadversely. Consumer whose legitimate rights and interests are harmed in the purchase of goods or receipt of services rendered through an online trading platform may seek compensation from the seller or the service provider.

10We believe that barriers to entry are low because of economies of scale, cost advantage and brand identity. Potential competitors may enter this sector with superior products. This would have an adverse effect upon our business and our results of operations. In addition, a high level of support is critical for the successful marketing and recurring sales of our products. Despite having accumulated customers from the past years, we may still need to continue to improve our marketing strategic and products, and we also need to provide effective support to future clients. If we are unable to increase customer support, with the increase in competition, our ability to sell our products to potential customers could adversely affect our brand, which would harm our reputation.

OnWe ~~March~~do ~~15,~~not ~~2021,~~have ~~the SAMR~~long ~~promulgated~~term ~~the~~contractual ~~Measures~~commitments ~~for~~with ~~the~~our ~~Supervision~~retail customers and ~~Administration~~some ~~of Online Trading~~distributors, ~~or New Online Trading Measures, which will come into effect on May 1, 2021~~ and ~~replace~~our ~~the~~business ~~above~~may ~~original~~be ~~Online~~negatively ~~Trading~~affected ~~Measure.~~if ~~The~~we ~~New~~are ~~Online~~unable ~~Trading Measures also apply~~ to ~~all~~maintain ~~online commerce~~those ~~business~~important ~~conducted~~relationships ~~through information networks in general, with particular emphasis on transactions through online social networking~~ and ~~online~~distribute ~~live~~our ~~streaming~~products. Under the New Online Trading Measures, online trading operators shall perform relevant compliance obligations, such as registration with the SAMR, protection of customers’ personal information and fair competition.

~~Additionally,~~Our ~~the~~marketing ~~Civil Code,~~and ~~which~~sales ~~became~~strategy ~~effective~~depend onin ~~January~~large 1part on orders, ~~2021~~availability and ~~replaced~~performance ~~the~~of ~~Tort~~our ~~Liability~~retailers ~~Law~~and ofdistributor ~~the PRC~~customers, ~~provides~~supplemented ~~that~~by ~~both~~the ~~internet~~sales. ~~users~~We ~~and internet~~will ~~service~~continue ~~providers~~our ~~may~~efforts beto ~~liable~~reinforce ~~for~~and ~~the~~expand ~~wrongful~~our ~~acts~~distribution ofnetwork ~~users~~by ~~who~~partnering ~~infringe~~with ~~the~~new ~~lawful~~retailers ~~rights~~and ~~of other parties~~distributors. IfWhile anwe ~~internet user~~have ~~utilizes~~entered ~~internet~~written ~~services~~agreements towith ~~commit~~most aof ~~tortious~~our ~~act~~customers, ~~the~~we ~~party~~currently ~~whose~~do ~~rights~~not ~~are~~have, ~~infringed~~nor ~~may~~do ~~request~~we ~~the~~anticipate ~~internet~~in ~~service~~the ~~provider to~~future ~~take~~that ~~measures,~~we ~~such~~will asbe ~~removing~~able orto ~~blocking the content~~establish, orlong-term ~~disabling~~contractual ~~the~~commitments ~~links~~from ~~thereto,~~most tomajor ~~prevent or stop the infringement~~customers. IfIn ~~the internet~~addition, ~~service~~we ~~provider~~may ~~does~~ not ~~take~~be ~~necessary~~able ~~measures~~to ~~after~~maintain ~~receiving~~our ~~such~~current ~~notice,~~distribution itrelationships ~~shall~~or beestablish ~~jointly~~and ~~liable~~maintain ~~for~~successful ~~any~~relationships ~~further~~with ~~damages suffered~~distributors byin ~~the~~new ~~rights~~geographic ~~holder~~distribution areas. ~~Furthermore~~Moreover, ifthere anis ~~internet~~a ~~service~~possibility ~~provider~~that ~~fails~~we tomay ~~take~~have ~~necessary~~to ~~measures~~incur ~~when~~additional itcosts ~~knows~~to ~~that~~attract anand ~~internet user~~maintain ~~utilizes~~new ~~its~~customers. ~~internet~~Our ~~services~~inability to ~~infringe~~maintain ~~the~~our ~~lawful~~sales ~~rights~~network ~~and~~or ~~interests~~attract ofadditional ~~other~~customers ~~parties,~~would itadversely ~~shall~~affect beour ~~jointly~~revenues ~~liable~~and ~~with~~financial ~~the internet user for damages resulting from the infringement~~results.

~~Regulations Related to Intellectual Property Rights~~11

~~Copyright~~Because we rely on our retailer customers and wholesale distributors for the majority of our sales that distribute our competitors’ products along with our products, we have little control in ensuring those retailers and distributors will not prefer our competitors’ products over ours, which could cause our sales to suffer.

~~The~~Our ~~Copyright~~ability ~~Law~~to ~~of the~~establish ~~PRC,~~a ormarket ~~the~~for ~~Copyright~~our ~~Law,~~products ~~which~~in ~~took~~new ~~effect~~geographic onareas, ~~June~~as 1,well ~~1991~~as maintain and ~~was~~expand ~~amended~~our inexisting ~~2001~~markets, ~~2010~~is ~~and~~dependent ~~2020.~~on ~~The~~our ~~latest~~ability ~~version~~to ~~will~~establish ~~come into~~and ~~effect~~maintain onsuccessful ~~June~~relationships 1,with ~~2021.~~reliable ~~Under~~distributors ~~the~~and ~~currently~~retailers ~~effective~~positioned ~~Copyright~~to ~~Law~~serve ~~and~~those ~~its~~areas. ~~implementing~~Most ~~regulations~~of ~~adopted~~our indistributors ~~2002~~ and ~~amended in~~retailers ~~2011~~sell and ~~2013,~~distribute ~~Chinese~~competing ~~citizens~~products, ~~legal~~and ~~persons,~~our orproducts ~~other~~may ~~organizations~~represent ~~will,~~a ~~whether~~small ~~published~~portion orof ~~not,~~their ~~enjoy~~business. ~~copyright~~To ~~provides~~the extent that ~~Chinese~~ ~~citizens,~~our ~~legal~~distributors ~~persons,~~and orretailers ~~other~~prefer ~~organizations~~to ~~shall,~~sell ~~whether~~our ~~published~~competitors’ products over our products or do not, ~~own~~employ ~~copyright~~sufficient efforts in ~~their~~managing ~~copyrightable~~and ~~works,~~selling ~~which include,~~our ~~among others~~products, ~~works~~including ofre-stocking ~~literature,~~retail ~~art,~~shelves ~~natural~~with ~~science,~~our ~~social science~~products, ~~engineering~~our ~~technology~~sales and ~~computer~~results ~~software.~~of ~~Copyright owners~~operations ~~enjoy~~could ~~certain~~be ~~legal~~adversely ~~rights,~~affected. ~~including~~Our ~~right~~ability ofto ~~publication,~~maintain ~~right~~our ofdistribution ~~authorship~~network and ~~right~~attract ofadditional ~~reproduction.~~distributors ~~The~~and ~~Copyright~~retailers ~~Law~~will ~~extends copyright~~depend ~~protection~~on toseveral ~~Internet activities~~factors, ~~products~~some ~~disseminated~~of ~~over~~which ~~the~~are ~~Internet~~outside ~~and~~our ~~software products~~control. InSome ~~addition,~~of these factors include: the ~~Copyright Law~~level ~~provides~~of demand for aour ~~voluntary~~brands ~~registration~~and ~~system~~products ~~administered~~in bya ~~the~~distribution ~~China~~area; ~~Copyright~~our ~~Protection~~ability ~~Center,~~to orprice ~~the~~our ~~CPCC.~~products ~~According~~at tolevels ~~the Copyright~~competitive ~~Law,~~with anthose ~~infringer~~ of ~~the~~competing ~~copyrights~~products; ~~shall~~and beour ~~subject~~ability to ~~various~~deliver ~~civil~~products ~~liabilities,~~in ~~which~~the ~~include~~quantity ~~ceasing~~and ~~infringement~~at ~~activities, apologizing~~the totime ~~the~~ordered ~~copyright~~by ~~owners~~distributors ~~and~~or ~~compensating~~retailers. ~~the~~If ~~loss~~any of ~~copyright~~the ~~owner.~~above ~~Infringers~~factors ofwork ~~copyright~~negatively ~~may~~against ~~also~~us, ~~subject~~our tosales ~~fines~~will likely decline and~~/or administrative~~ orour ~~criminal~~results ~~liabilities~~of inoperations ~~severe~~will ~~situations~~be adversely affected.

~~Pursuant~~Our tobusiness ~~the~~plan ~~Computer Software Copyright Protection Regulations promulgated by the State Council in 1991~~ and ~~amended~~future ingrowth ~~2001, 2011 and 2013 respectively, Chinese citizens, legal persons and other organizations shall enjoy copyright on software they develop, regardless of whether the software~~ is ~~released~~ ~~publicly.~~dependent ~~Software~~in ~~copyright~~part ~~commences from the date~~ on ~~which~~our ~~the~~distribution ~~development~~arrangements ofwith ~~the~~retailers ~~software~~and iswholesale ~~completed~~distributors. ~~The~~If ~~protection~~we ~~period for~~are ~~software~~unable ~~copyright~~to ofeffectively aimplement ~~legal~~our ~~person~~business orplan ~~other~~and ~~organizations~~distribution ~~shall be 50 years~~strategy, ~~concluding~~our onresults ~~December 31~~ of ~~the~~operations ~~50th~~and ~~year~~financial ~~after~~condition ~~the software’s~~could ~~initial~~be ~~release.~~adversely ~~The software copyright owner may go through the registration formalities with a software registration authority recognized by the State Council’s copyright administrative department~~affected. ~~The software copyright owner may authorize others to exercise that and is entitled to receive remuneration.~~

~~Trademark~~We currently have sales arrangements with most of wholesale distributors and retail accounts to distribute our products directly through their venues. However, there are several risks associated with this distribution strategy. We do not have long-term agreements in place with any of these customers and thus, the arrangements are terminable at any time by these retailers or us. Accordingly, we may not be able to maintain continuing relationships with any of these accounts. A decision by any of these retailers to decrease the amount purchased from us or to cease carrying our products could have a material adverse effect on our reputation, financial condition or results of operations. In addition, our dependence on existing major retail accounts may result in pressure on us to reduce our pricing to them or allow significant product discounts. Any increase in our costs for these retailers to carry our product, reduction in price, or demand for product discounts could have a material adverse effect on our profit margin.

~~Trademarks~~Management’s ~~are~~ability protected by the Trademark Law of the PRC, which was adopted in 1982 and subsequently amended in 1993, 2001, 2013 and 2019 as well as by the Implementation Regulations of the PRC Trademark Law adopted by the State Council in 1983 and as most recently amended on April 29, 2014. The Trademark Office under the SAIC handles trademark registrations. The Trademark Office grants a 10-year term to ~~registered~~implement ~~trademarks~~our ~~and~~business ~~the~~strategy ~~term~~ may be ~~renewed~~slower ~~for~~than ~~another~~expected ~~10-year~~and ~~period~~we ~~upon request by the trademark owner. A trademark registrant~~ may ~~license its registered trademarks to another party by entering into trademark license agreements, which must~~ be ~~filed~~unable ~~with the Trademark Office for its record. As with patents, the Trademark Law has adopted a first-~~to~~-file~~ ~~principle~~generate ~~with respect to trademark registration. If a trademark applied for is identical~~ or ~~similar~~sustain to another trademark which has already been registered or subject to a preliminary examination and approval for use on the same or similar kinds of products or services, such trademark application may be rejectedprofits. Any person applying for the registration of a trademark may not injure existing trademark rights first obtained by others, nor may any person register in advance a trademark that has already been used by another party and has already gained a “sufficient degree of reputation” through such party’s use.

11Our business plans, including developing and optimizing our online platform and offline channel, may not generate profit in the near term or may not become profitable at all, which will result in losses. We may be unable to enter into our intended markets successfully. The factors that could affect our growth strategy include our success in (a) developing our business plan, (b) obtaining new clients, (c) obtaining adequate financing on acceptable terms, and (d) adapting our internal controls and operating procedures to accommodate our future growth.

~~Domain~~Our ~~name~~systems, procedures and controls may not be adequate to support the expansion of our business operations. Significant growth will place managerial demands on all aspects of our operations. Our future operating results will depend substantially upon our ability to manage changing business conditions and to implement and improve our technical, administrative and financial controls and reporting systems.

~~The~~If ~~domain names are protected under~~ the ~~Administrative~~products ~~Measures~~we onsell ~~the~~are ~~Internet~~not ~~Domain~~safe ~~Names,~~ or ~~the~~otherwise ~~Domain~~fail ~~Name~~to ~~Measures,~~meet ~~which~~our ~~was~~customers’ ~~promulgated~~expectations, bywe ~~the~~could ~~MIIT and~~lose ~~became~~customers, ~~effective~~incur inliability ~~November 2017. The MIIT is the major regulatory body responsible~~ for ~~the~~any ~~administration~~injuries ofsuffered ~~the~~by ~~PRC~~customers ~~internet~~using ~~domain names,~~or ~~under~~consuming ~~supervision~~our ofproducts ~~which China Internet Network Information Center,~~ or ~~the~~otherwise ~~CNNIC,~~experience isa ~~responsible~~material ~~for~~impact ~~the daily administration of CN domain names and PRC domain names. Pursuant~~ to ~~the~~our ~~Domain Name Measures~~brand, ~~the~~reputation ~~registration of domain names adopts the “first to file” principle~~ and ~~the~~financial ~~registrant shall complete the registration via the domain name registration service institutions~~performance. ~~In the~~We ~~event~~are ofalso asubject ~~domain name dispute, the disputed parties may lodge a complaint~~ to ~~the~~reputational ~~designated~~and ~~domain~~other ~~name~~risks ~~dispute~~related ~~resolution institution~~ to ~~trigger~~third-party ~~the~~sales ~~domain name dispute resolution procedure in accordance with the CNNIC Measures~~ on ~~Resolution~~our ofonline ~~the Domain Name Disputes, file a suit to the People’s Court, or initiate an arbitration procedure~~platforms.

~~Regulations~~Our ~~Related~~ customers count on us to ~~Foreign~~provide ~~Exchange~~them with safe food products. Concerns regarding the safety of food that we source from our suppliers or that we sell could cause customers to avoid purchasing certain food products from us, or to seek alternative sources of supply for all of their food needs, even if the basis for the concern is outside of our control. Any lost confidence on the part of our customers would be difficult and costly to re-establish and such products also expose us to product liability or food safety claims. As such, any issue regarding the safety of any food items we sell, regardless of the cause, could adversely affect our brand, reputation and financial performance. Whether laws related to such sales apply to us is currently unsettled and any unfavorable changes could expose us to loss of sales, reduction in transactions and deterioration of our competitive position. In addition, we may face reputational, financial and other risks, including liability, for third-party sales of goods that are controversial, counterfeit or otherwise fail to comply with applicable law. Although we impose contractual terms on sellers that are intended to prohibit sales of certain type of products, we may not be able to detect, enforce, or collect sufficient damages for breaches of such terms. Any of these events could have a material adverse impact on our business and results of operations and impede the execution of our E-Commerce growth strategy.

The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations, promulgated by the State Council in 1996 and most recently amended in 2008. Under the PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from State Administration of Foreign Exchange or SAFE by complying with certain procedural requirements. By contrast, approval from or registration with appropriate governmental authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of foreign currency-denominated loans.12

InIf ~~November~~we ~~2012,~~are ~~SAFE promulgated~~unable ~~the~~to ~~Circular~~maintain ofbrand ~~Further~~image ~~Improving~~ and ~~Adjusting~~product ~~Foreign Exchange Administration Policies on Foreign Direct Investment~~quality, or ~~SAFE~~ ~~Circular~~if ~~59,~~we ~~which~~encounter ~~was~~other ~~most~~product ~~recently~~issues ~~amended in 2015 and substantially amends and simplifies the current foreign exchange procedures. Pursuant to SAFE Circular 59, the opening of various special purpose foreign exchange accounts,~~ such as ~~pre-establishment~~product ~~expenses accounts~~recalls, ~~foreign~~ ~~exchange~~our ~~capital~~business accounts, and guarantee accounts, the reinvestment of Renminbi proceeds derived by foreign investors in China, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may ~~be opened in different provinces, which was not possible previously~~suffer.

InOur ~~February~~success ~~2015,~~depends ~~SAFE promulgated~~on ~~the~~our ~~Notice~~ability onto ~~Further~~maintain ~~Simplifying~~brand reputation for our existing products and ~~Improving~~effectively ~~the~~build ~~Administration~~up ofbrand ~~the~~image ~~Foreign~~for ~~Exchange~~new ~~Concerning~~products ~~Direct~~and ~~Investment,~~brand ~~or SAFE~~extensions. ~~Circular~~There ~~13,~~can ~~pursuant~~be tono ~~which~~assurance, ~~instead~~however, ofthat ~~applying~~additional ~~for~~expenditures ~~approval~~on ~~regarding~~advertising ~~foreign~~and ~~exchange~~marketing ~~registrations~~will ofhave ~~foreign~~the ~~direct~~desired ~~investment~~ impact on our products’ brand image and ~~overseas~~on ~~direct~~consumer ~~investment~~preferences. ~~from~~Product ~~SAFE~~quality issues or allegations of product contamination, ~~entities~~even ~~and~~when ~~individuals~~false ~~may~~or ~~apply~~unfounded, ~~for~~could ~~such~~tarnish ~~foreign~~the ~~exchange~~image ~~registrations~~of ~~from~~the ~~qualified~~affected ~~banks~~brands and may cause consumers to choose other products. ~~The~~ ~~qualified~~In ~~banks~~addition, ~~under~~because ~~the~~of ~~supervision~~changing ofgovernment ~~SAFE~~regulations or their implementation, we may ~~directly~~be ~~review~~required ~~the~~from ~~applications~~time to time to recall products entirely or from specific markets. Product recalls could affect our profitability and ~~conduct~~could ~~the~~negatively ~~registration~~affect brand image.

InIf ~~March~~we ~~2015,~~fail ~~SAFE~~to ~~issued the~~maintain ~~Circular~~effective ofinternal ~~the~~controls ~~State~~over ~~Administration~~financial ~~of Foreign Exchange on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-invested Enterprises~~reporting, orwe ~~SAFE~~may ~~Circular~~be ~~19.~~subject ~~Pursuant~~ to ~~SAFE~~litigation Circular 19, a foreign-invested enterprise may, according to its actual business needs, settle with a bank the portion of the foreign exchange capital in its capital account for which the relevant foreign exchange administration has confirmed monetary capital contribution rights and ~~interests (~~/or ~~for~~costly ~~which~~remediation ~~the~~and ~~bank has registered~~ the ~~injection of~~price ~~the monetary capital contribution into the account). In addition, for the time being, foreign-invested enterprises are allowed to settle 100%~~ of ~~their~~our ~~foreign~~Common ~~exchange~~Stock ~~capital~~may onbe aadversely ~~discretionary basis~~affected. A foreign-invested enterprise shall truthfully use its capital for its own operational purposes within the scope of business. Where an ordinary foreign-invested enterprise makes domestic equity investment with the amount of foreign exchanges settled, the invested enterprise must first go through domestic re-investment registration and open a corresponding account for foreign exchange settlement pending payment with the foreign exchange administration or the bank at the place where it is registered.

InFailure ~~June~~to ~~2016,~~establish ~~SAFE promulgated~~ the ~~Circular~~required oninternal ~~Reforming~~controls ~~and~~or ~~Regulating~~procedures ~~Policies on the Control~~ over ~~Foreign~~financial ~~Exchange Settlement of Capital Accounts~~reporting, or ~~SAFE~~any ~~Circular 16,~~failure ~~pursuant~~of tothose ~~which,~~controls inor ~~addition~~procedures toonce ~~foreign currency capital~~established, ~~enterprises~~could ~~registered~~adversely inimpact ~~China~~our ~~may~~public ~~also~~disclosures ~~convert~~regarding ~~their~~our ~~foreign debts~~business, as ~~well~~financial ascondition ~~repatriated~~or ~~fund~~results ~~raised~~of ~~through~~operations. ~~overseas~~Upon ~~listing,~~review ~~from~~of ~~foreign~~the ~~currency~~required tointernal ~~Renminbi~~control onover afinancial ~~discretional~~reporting ~~basis.~~and ~~SAFE~~disclosure ~~Circular 16~~controls ~~also~~and ~~reiterates~~procedures, ~~that~~our ~~the~~management ~~use~~and/or ofour ~~capital~~auditors somay ~~converted~~identify ~~shall~~material ~~follow~~weaknesses ~~“the principle of authenticity~~ and/or ~~self-use”~~significant ~~within~~deficiencies ~~the business~~that ~~scope~~need ofto ~~the~~be ~~enterprise~~addressed. ~~According~~Any toactual ~~SAFE~~or ~~Circular~~perceived ~~16,~~weaknesses ~~the~~or ~~Renminbi~~conditions ~~funds~~that soneed ~~converted~~to ~~shall not~~ be ~~used~~addressed ~~for~~in ~~the~~our ~~purposes~~internal ~~of, whether~~control ~~directly~~over orfinancial ~~indirectly~~reporting, ~~(i)~~disclosure ~~paying~~of ~~expenditures~~management’s ~~beyond~~assessment ~~the~~of ~~business~~its ~~scope~~internal ofcontrol ~~the~~over ~~enterprises~~financial reporting or ~~prohibited~~disclosure byof ~~laws~~our ~~and~~public ~~regulations; (ii)~~accounting ~~making~~firm’s ~~securities~~attestation ~~investment~~to or ~~other~~report ~~investments~~on ~~(except for banks~~management’s ~~principal-secured~~assessment ~~products);~~of ~~(iii)~~our ~~granting~~internal ~~loans~~control toover ~~non-affiliated enterprises,~~financial ~~except~~reporting ascould ~~expressly~~adversely ~~permitted~~impact in the ~~business~~price ~~license;~~of ~~and~~our ~~(iv)~~Common ~~purchasing~~Stock ~~non-self-used~~and ~~real~~may ~~estate~~lead ~~(except~~to ~~for~~claims ~~the~~against ~~foreign-invested real estate enterprises)~~us.

12Global economic conditions may adversely affect our industry, business and results of operations.

InOur ~~January~~overall ~~2017~~performance depends, ~~SAFE promulgated~~in ~~the~~part, ~~Circular~~ on ~~Further~~worldwide ~~Improving~~economic ~~Reform~~conditions ofwhich ~~Foreign~~historically ~~Exchange~~is ~~Administration~~cyclical ~~and~~in ~~Optimizing~~character. ~~Genuineness~~Key ~~and~~international ~~Compliance~~economies ~~Verification, or~~continue ~~SAFE~~to ~~Circular~~be 3impacted by a recession, ~~which~~characterized ~~stipulates~~by ~~several~~falling ~~capital~~demand ~~control~~for ~~measures~~a ~~with~~variety ~~respect~~of togoods ~~the~~and ~~outbound~~services, ~~remittance~~restricted ofcredit, ~~profit~~going ~~from~~concern ~~domestic entities~~threats to ~~offshore~~financial ~~entities~~institutions, ~~including~~major ~~(i)~~multinational ~~under~~companies ~~the~~and ~~principle~~medium ofand ~~genuine~~small ~~transaction~~businesses, ~~banks~~poor ~~shall~~liquidity, ~~check~~declining ~~board~~asset ~~resolutions~~values, ~~regarding profit~~reduced ~~distribution~~corporate profitability, ~~the~~extreme ~~original~~volatility ~~version~~in credit, equity and foreign exchange markets and bankruptcies. By way of ~~tax~~example, ~~filing~~the ~~records~~automotive aftermarket, ~~and~~specifically ~~audited~~fuel ~~financial~~saving ~~statements;~~add-ons ~~and~~such ~~(ii)~~as ~~domestic~~light-truck ~~entities~~tonneau ~~shall~~covers, ~~hold income~~is totypically ~~account~~not ~~for~~as ~~previous~~affected ~~years’~~by ~~losses~~economic ~~before~~slow-down ~~remitting~~or ~~the~~recession ~~profits~~as other industries or market segments. ~~Further,~~In ~~pursuant~~markets towhere ~~SAFE~~our ~~Circular~~sales 3,occur ~~domestic~~and ~~entities shall~~go ~~make~~into ~~detailed~~recession, ~~explanations~~these ofconditions affect the ~~sources~~rate of ~~capital~~spending and ~~utilization~~could ~~arrangements~~adversely affect our customers’ ability or willingness to purchase our products, and ~~provide~~delay ~~board~~prospective ~~resolutions~~customers’ purchasing decisions, ~~contracts~~all ~~and other~~of ~~proof~~which ~~when~~could ~~completing~~adversely ~~the~~affect ~~registration~~our ~~procedures~~operating results. In addition, in ~~connection~~a ~~with~~weakened aneconomy, ~~outbound~~companies ~~investment~~that have competing products may reduce prices which could also reduce our average selling prices and harm our operating results.

OnFailure ~~October~~to ~~23,~~successfully ~~2019, SAFE~~execute ~~issued~~our ~~the~~online ~~Circular~~and ~~of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross~~offline-~~border~~channel ~~Trade~~strategy and ~~Investment,~~ ~~or SAFE Circular 28, which allows non-investment foreign-invested enterprises to make domestic equity investment with their capital funds in accordance with~~ the ~~law~~cost ~~under~~of ~~the~~our ~~premise~~investments ~~that such investment does not violate the existing special administrative measures (negative list) for foreign investment and the project invested~~ in ~~China~~our isonline ~~authentic~~platform and ~~compliant.~~technology ~~Pursuant~~may tomaterially ~~SAFE~~adversely ~~Circular~~affect ~~28,~~our ~~upon receiving~~gross ~~the payment of consideration from a foreign investor for the equity transfer under foreign direct investment~~profit, ~~the~~net ~~domestic~~sales ~~transferor, with relevant registration certificates, can process the formalities for account opening, fund receipt,~~ and ~~foreign~~financial exchange settlement and use directly at the bank. The foreign investor’s deposit remitted from overseas or transferred from domestic accounts can be directly used for its lawful domestic capital contribution as well as domestic and overseas payment after the transaction is concluded.performance

OnOur ~~April~~business ~~10,~~continues ~~2020,~~to ~~SAFE issued~~increase ~~the~~our ~~Circular~~revenue onand ~~Optimizing~~brand ~~Administration~~name. ofAs ~~Foreign~~a ~~Exchange~~result, ~~to Support~~ the ~~Development~~portion of ~~Foreign-related~~total ~~Business,~~consumer orexpenditures ~~SAFE~~with ~~Circular 8,~~retailers ~~pursuant~~and towholesale ~~which,~~stores ~~eligible~~occurring ~~enterprises~~through ~~are~~“Zui ~~allowed~~Xian toGui ~~use~~Brewery醉仙归酒坊” ~~the~~Wechat ~~income~~mini-progam ~~under~~platforms ~~capital~~is ~~account,~~increasing ~~from~~and ~~such~~the ~~sources~~pace asof ~~capital~~this ~~funds,~~increase ~~foreign debt~~could ~~and~~continue ~~overseas~~to ~~listing~~accelerate. Our strategy, ~~for~~which ~~domestic~~includes ~~payment~~investments ~~without~~in ~~having~~our toonline ~~provide~~platform, ~~supporting~~technology, ~~authentication~~acquisitions ~~materials~~and tostore ~~the~~remodels, ~~banks~~may ~~for~~not ~~every~~adequately ~~transaction in~~or ~~advance,~~effectively ~~but~~allow ~~the~~us ~~use~~to ofcontinue ~~funds~~to ~~shall~~grow beour ~~true~~online ~~and~~platform ~~compliant~~transaction asvolume, ~~well~~increase ascomparable ~~conform~~store tosales, ~~the~~maintain ~~existing~~or ~~administration~~grow ~~regulations~~our ~~regarding~~overall ~~use of~~market ~~income~~position ~~under~~or ~~capital~~otherwise ~~account.~~offset ~~The~~the ~~concerned~~impact ~~bank~~on ~~shall~~the ~~conduct~~growth ~~spot~~of ~~checking~~our inbusiness ~~accordance~~of ~~with~~a ~~the~~moderated ~~relevant~~pace ~~requirements~~of new store openings.

~~Regulations~~Failure ~~Related~~ to ~~Dividend~~successfully ~~Distribution~~execute this strategy may adversely affect our market position, gross profit, net sales and financial performance which could also result in impairment charges to intangible assets or other long-lived assets. In addition, a greater concentration of online platform sales, including increasing online liquor sales, could result in a reduction in the amount of traffic offline, which would, in turn, reduce the opportunities for offline sales of liquor merchandise that such traffic creates and could reduce our sales within offline and materially adversely affect our financial performance.

The principal regulations governing the distribution of dividends paid by WFOEs include the Company Law of PRC, which applies to both PRC domestic companies and foreign-invested companies, and the Foreign Investment Law and its implementing rules, which apply to foreign-invested companies. Under these regulations, WFOEs in China may pay dividends only out of their accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations. In addition, a WFOE in China is required to set aside at least 10% of its after-tax profits based on PRC accounting standards each year to its general reserves until its cumulative total reserve funds reaches 50% of its registered capital. These reserve funds, however, may not be distributed as cash dividends.13

~~Regulations~~COVID-19 ~~Related~~ pandemic has had, and may continue to ~~Foreign~~have, ~~Exchange~~an ~~Registration~~adverse ofeffect ~~Offshore~~on ~~Investment~~our bybusiness ~~PRC~~and ~~Residents~~our financial results.

In ~~July 2014~~December 2019, ~~SAFE~~a ~~issued the~~novel ~~Circular~~strain of ~~the~~coronavirus ~~State~~first ~~Administration~~emerged ofin ~~Foreign~~China, ~~Exchange~~which onhas ~~Issues~~and ~~concerning~~is ~~Foreign~~continuing ~~Exchange~~to ~~Administration~~spread ~~over~~throughout the ~~Overseas~~world. ~~Investment and~~On ~~Financing~~January 30, ~~and~~2020, ~~Round-trip~~the ~~Investment~~World byHealth ~~Domestic~~Organization ~~Residents~~declared ~~via~~the ~~Special~~outbreak ~~Purpose~~of ~~Vehicles,~~the orCOVID-19 ~~SAFE~~disease ~~Circular~~a 37“Public ~~which~~Health ~~was~~Emergency ~~most~~of ~~recently amended~~International onConcern.” ~~June~~On 15March 11, ~~2018~~2020, ~~and~~the ~~has~~World ~~replaced~~Health ~~the~~Organization ~~Notice~~characterized onthe ~~Relevant~~outbreak ~~Issues~~as ~~Concerning~~a ~~Foreign~~“pandemic.” ~~Exchange~~The ~~Administration~~COVID-19 ~~for~~outbreak ~~Domestic~~has ~~Residents’ Financing~~resulted in, and ~~Roundtrip~~a ~~Investment~~significant ~~Through~~outbreak ~~Offshore~~of ~~Special~~other ~~Purpose~~infectious ~~Vehicles~~diseases ~~(known~~could asresult ~~Circular~~in, ~~75).~~a ~~SAFE~~widespread ~~Circular~~health 37crisis ~~regulates~~that ~~foreign exchange~~could ~~matters~~materially inand ~~relation~~adversely toaffect the ~~use~~economies ofand ~~special~~financial ~~purpose~~markets ~~vehicles~~worldwide, orand ~~“SPVs,”~~the byoperations ~~PRC~~and ~~residents~~financial orposition ~~entities~~of toany ~~seek~~potential ~~offshore investment~~target ~~and~~business ~~financing~~with orwhich ~~conduct~~we ~~round~~consummate ~~trip~~a ~~investment~~business incombination ~~China.~~could ~~Under~~be ~~SAFE~~materially ~~Circular~~and 37adversely affected. Furthermore, anwe ~~SPV~~may ~~refers~~be unable to ancomplete ~~offshore~~a ~~entity~~business ~~established or~~combination ~~controlled,~~if ~~directly~~continued orconcerns ~~indirectly~~relating to COVID-19 restrict travel, bylimit ~~PRC~~the ~~residents~~ability orto ~~entities~~have ~~for~~meetings with potential investors, if the ~~purpose~~target ofcompany’s ~~seeking~~personnel, ~~offshore~~vendors ~~financing~~and orservice ~~making~~providers ~~offshore~~are ~~investment, using~~unavailable ~~legitimate~~to ~~domestic~~negotiate orand ~~offshore~~consummate ~~assets~~a ortransaction ~~interests~~in a timely manner, ~~while~~or ~~“round~~if ~~trip~~COVID-19 ~~investment”~~causes ~~refers~~a prolonged economic downturn. The extent to ~~the~~which ~~direct~~COVID-19 ~~investment~~impacts ~~in China~~our bysearch ~~PRC~~for ~~residents~~business orcombinations ~~entities~~will ~~through~~depend ~~SPVs~~on future developments, ~~namely~~which are highly uncertain and cannot be predicted, ~~establishing~~including ~~foreign-invested~~new ~~enterprises~~information towhich ~~obtain~~may emerge concerning the ~~ownership,~~severity ~~control~~of ~~rights~~ COVID-19 and ~~management~~the ~~rights.~~actions ~~Circular~~to 37contain ~~requires~~COVID-19 ~~that~~or treat its impact, ~~before~~among ~~making~~others. ~~contribution~~If ~~into~~the andisruptions ~~SPV,~~posed ~~PRC~~by ~~residents~~COVID-19 or ~~entities~~other ~~are~~matters ~~required~~of global concern continue for an extensive period of time, our ability to ~~complete foreign~~consummate ~~exchange~~a ~~registration~~business combination, or the operations of a target business with ~~SAFE~~which orwe ~~its~~ultimately ~~local~~consummate ~~branch~~a business combination, may be materially adversely affected.

In ~~February 2015~~addition, ~~SAFE promulgated~~our ability to consummate a business combination may be dependent on the ~~SAFE~~ability ~~Circular~~to ~~13.~~raise ~~SAFE~~equity ~~Circular~~and 13debt ~~has~~financing ~~amended~~which ~~SAFE~~may ~~Circular~~be 37impacted by ~~requiring~~COVID-19 ~~PRC~~and ~~residents~~other orevents, ~~entities~~including toas ~~register~~a ~~with qualified~~result ~~banks~~of ~~instead~~increased ofmarket ~~SAFE~~volatility, ordecreased ~~its~~market ~~local~~liquidity ~~branch~~and inthird-party ~~connection~~financing ~~with~~being ~~their~~unavailable ~~establishment~~on ofterms anacceptable ~~SPV~~to us or at all.

13COVID-19 could negatively affect our internal controls over financial reporting as a portion of our workforce is required to work from home and therefore new processes, procedures, and controls could be required to respond to changes in our business environment. Further, should any key employees become ill from COVID-19 and unable to work, the attention of the management team and resources could be diverted.

InThe ~~addition,~~potential ~~pursuant to~~effects ~~SAFE~~of ~~Circular~~COVID-19 ~~37,~~could ~~an amendment to registration or subsequent filing with qualified banks by such PRC resident is~~ also ~~required~~heighten ifthe ~~there is~~risks awe ~~material~~face ~~change~~related ~~with respect~~ to ~~the~~each ~~capital~~ of the ~~offshore~~risk ~~company,~~factors ~~such~~disclosed asbelow. ~~any~~As ~~change~~COVID-19 ofand ~~basic~~its ~~information~~impacts ~~(including~~are ~~change~~unprecedented ~~of such~~and ~~PRC~~continuously ~~residents~~evolving, ~~change of name and operation term of~~ the ~~SPV),~~potential ~~increases~~impacts orto ~~decreases~~these inrisk ~~investment~~factors ~~amount,~~remain ~~transfers~~uncertain. orAs ~~exchanges of~~a ~~shares~~result, orCOVID-19 ~~mergers~~may oralso ~~divisions.~~materially ~~Failure~~adversely toaffect ~~comply~~our ~~with~~operating ~~the~~and ~~registration~~financial ~~requirements~~results ~~as set forth~~ in ~~SAFE~~a ~~Circular~~manner 37that ~~and~~is ~~SAFE~~not ~~Circular 13,~~currently ~~misrepresent~~known ~~on or failure~~ to ~~disclose~~us ~~controllers~~or ~~of foreign-invested enterprises~~ that ~~are~~we ~~established~~do bynot ~~round-trip~~currently ~~investment~~consider may ~~result~~ inpresent ~~bans~~significant onrisks ~~the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions~~ to ~~its~~our ~~offshore parent or affiliates, and may also subject relevant PRC residents to penalties under the Foreign Exchange Administration Regulations of the PRC~~operations.

~~Regulations~~Risks Related to ~~Foreign~~Doing ~~Debt~~Business in China

AsCertain anjudgments ~~offshore~~obtained ~~holding company,~~against weus ~~may~~by ~~make~~our ~~additional~~officers ~~capital contributions to PRC subsidiary subject to approval from the local department of commerce~~ and ~~the~~ ~~SAFE,~~directors ~~with no limitation on the amount of capital contributions. We~~ may ~~also~~not ~~make~~be ~~loans to any PRC subsidiary subject to the approval from SAFE or its local office and the limitation on the amount of loans.~~enforceable

ByWe ~~means of making loans, we~~ are ~~subject~~a toNevada ~~the~~corporation ~~relevant~~but ~~PRC~~most ~~laws~~of ~~and~~our ~~regulation~~assets ~~relating~~are ~~to foreign debts. On January 8, 2003, the State Development Planning Commission, SAFE,~~ and ~~Ministry~~will ofbe ~~Finance,~~located oroutside ~~MOF, jointly promulgated the Circular on the Interim Provisions on the Management~~ of ~~Foreign Debts, or~~ the ~~Foreign~~United ~~Debts Provisions, which became effective on March 1, 2003, and was partially abolished on May 10, 2015~~States. ~~Pursuant~~Almost toall ~~Foreign Debts~~our ~~Provisions,~~operations ~~the~~are ~~total~~conducted ~~amount of foreign loans received by a foreign-invested company shall not exceed the difference between the total investment~~ in ~~projects as approved by~~ the ~~MOFCOM or its local counterpart and the amount of registered capital of such foreign-invested company~~PRC. In addition, onall ~~January~~our ~~12,~~officers ~~2017,~~and ~~the~~directors ~~People’s~~are ~~Bank of China, or PBOC, issued~~ the ~~Circular~~nationals onand ~~Full-Coverage~~residents ~~Macro-Prudent Management~~ of ~~Cross-Border~~a ~~Financing,~~country orother ~~the~~than ~~PBOC Circular 9, which sets out~~ the ~~statutory~~United ~~upper~~States. ~~limit~~Almost onall ~~the~~of ~~foreign~~their ~~debts~~assets ~~for~~are ~~PRC~~located ~~non-financial entities,~~outside ~~including both foreign-invested companies and domestic-invested companies, and~~ the ~~macro-prudential~~United ~~adjustment parameter is 1~~States. ~~Pursuant~~As toa ~~the PBOC Circular 9~~result, ~~the~~it ~~foreign~~may ~~debt~~be ~~upper~~difficult ~~limit~~ for ~~both~~you ~~foreign-invested~~to ~~companies~~effect ~~and~~service ~~domestic-invested~~of ~~companies~~process ~~is calculated~~within ~~as twice~~ the ~~net~~United ~~asset~~States ofupon ~~such companies~~them. AsIt tomay ~~net~~also ~~assets,~~be ~~the~~difficult ~~companies~~for ~~shall~~you ~~take~~to ~~the~~enforce ~~net assets value stated~~ in ~~their latest audited financial statement~~U.S. Oncourts ~~March~~judgments ~~11,~~on ~~2020,~~ the ~~PBOC~~civil ~~and~~liability ~~SAFE~~provisions ~~promulgated~~of the ~~Circular~~U.S. offederal ~~the~~securities ~~People’s~~laws ~~Bank~~against ofus ~~China~~ and ~~the State~~our ~~Administration~~officers ofand ~~Foreign~~directors, ~~Exchange~~since onhe ~~Adjusting~~or ~~the~~she ~~Macro-prudential~~is ~~Regulation~~not ~~Parameter~~a ~~for~~resident ~~Full-covered~~in ~~Cross-border~~the ~~Financing, which~~United ~~provides~~States. ~~that~~In ~~based~~addition, onthere ~~the~~is ~~current~~uncertainty ~~macro~~as ~~economy~~to ~~and~~whether ~~international~~the ~~balance~~courts of ~~payments,~~ the ~~macro-prudential~~PRC ~~regulation~~or ~~parameter as~~other ~~set~~jurisdictions ~~forth~~would inrecognize ~~the~~or ~~PBOC~~enforce ~~Circular~~judgments 9of ~~is updated from 1 to 1~~U.25S. courts.

~~The~~Regulations ~~PBOC~~Relating ~~Circular~~to 9M&A ~~does not~~Rules ~~supersede~~and ~~the~~certain ~~Foreign~~other ~~Debts~~PRC ~~Provisions.~~regulations Itestablish ~~provides~~complex aprocedures ~~one-year~~for ~~transitional~~some ~~period~~acquisitions ~~from~~of ~~January~~Chinese ~~11,~~companies ~~2017,~~by ~~for~~ foreign~~-invested~~ ~~companies~~investors, ~~during~~ which ~~foreign-invested companies, such as our PRC subsidiary,~~ could ~~adopt~~make ~~their~~it ~~calculation~~more ~~method~~difficult offor ~~foreign~~us ~~debt upper limit based on either the Foreign Debts Provisions or the PBOC Circular 9. The transitional period ended on January 11, 2018. Upon its expiry, pursuant~~ to ~~the~~pursue ~~PBOC~~growth ~~Circular~~through 9,acquisitions PBOC and SAFE shall reevaluate the calculation method for foreign-invested companies and determine what the applicable calculation method would be. As of the date of this Registration Statement, neither the PBOC nor SAFE has promulgated and made public any further rules, regulations, notices, or circulars in ~~this regard~~China.

On August 8, 2006, six PRC regulatory agencies, including the China Securities Regulatory Commission, or the CSRC, adopted the Regulations ~~Related~~ on Mergers of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and was amended on June 22, 2009. Foreign investors shall comply with the M&A Rules when they purchase equity interests of a domestic company or subscribe the increased capital of a domestic company, thus changing the nature of the domestic company into a foreign-invested enterprise; or when the foreign investors establish a foreign-invested enterprise in the PRC, purchase the assets of a domestic company and operate the assets; or when the foreign investors purchase the asset of a domestic company, establish a foreign-invested enterprise by injecting such assets and operate the assets. The M&A Rules purport, among other things, to ~~Tax~~require offshore special purpose vehicles formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange.

~~Enterprise Income Tax~~14

OnThe ~~March~~M&A ~~16,~~Rules ~~2007,~~discussed ~~the SCNPC~~in ~~promulgated~~ the ~~EIT~~risk ~~Law,~~factor ~~which~~and ~~was~~related ~~recently~~regulations ~~amended~~and onrules ~~December~~concerning ~~29,~~mergers ~~2018.~~and Onacquisitions ~~December~~established 6,additional ~~2007,~~procedures ~~the~~and ~~State~~requirements ~~Council~~that ~~enacted~~could ~~the~~make ~~Regulations for~~merger ~~the~~and ~~Implementation~~acquisition ofactivities ~~the~~by ~~Enterprise~~foreign ~~Income~~investors ~~Tax~~more ~~Law,~~time-consuming ~~which~~and ~~was amended on April 23, 2019~~complex. ~~Under~~For ~~the EIT Law and relevant implementation regulations~~example, ~~both resident enterprises and non-resident enterprises are subject to~~ the ~~enterprise~~M&A ~~income~~Rules ~~tax~~require sothat ~~long~~MOFCOM asbe ~~their~~notified ~~income~~in ~~is generated~~advance ~~within~~of ~~the~~any ~~territory~~ change-of-control ~~PRC.~~transaction ~~“Resident~~in ~~enterprises”~~which ~~are~~a ~~defined~~foreign asinvestor ~~enterprises~~takes ~~that~~control ~~are~~of ~~established~~a ~~in China in accordance with~~ PRC ~~laws~~domestic enterprise, orif ~~that~~(i) ~~are~~any ~~established~~important inindustry ~~accordance~~is ~~with~~concerned, ~~the~~(ii) ~~laws~~such oftransaction ~~foreign~~involves ~~countries~~factors ~~but~~that ~~are~~have ~~actually~~ or inmay ~~effect~~have ~~controlled from~~impact ~~within~~on the ~~PRC.~~national ~~“Non-resident~~economic ~~enterprises”~~security, ~~are~~or ~~defined~~(iii) assuch ~~enterprises~~transaction ~~that~~will ~~are~~lead ~~organized~~to ~~under~~a ~~the~~change ~~laws~~in control of ~~foreign~~a ~~countries and~~domestic ~~whose~~enterprise ~~actual~~which ~~management~~holds isa ~~conducted~~famous ~~outside~~trademark ~~the~~or PRC, ~~but~~time-honored ~~have~~brand, ~~established~~(iv) ~~institutions~~ or ~~premises~~ in ~~the~~circumstances ~~PRC,~~where oroverseas ~~have~~companies ~~no such~~ established ~~institutions~~ or ~~premises~~controlled ~~but~~by ~~have income generated from inside the~~ PRC. ~~Under~~enterprises ~~the~~or ~~EIT~~residents ~~Law~~acquire ~~and~~affiliated ~~relevant~~domestic ~~implementing~~companies. ~~regulations~~Mergers, aacquisitions ~~uniform corporate~~or ~~income~~contractual ~~tax~~arrangements ~~rate~~that ofallow ~~25%~~one ismarket ~~applied.~~player Ifto ~~non-resident~~take ~~enterprises~~control ~~have~~of ~~not formed permanent establishments~~ or ~~premises~~to inexert ~~the~~decisive ~~PRC, or~~impact ifon ~~they~~another ~~have~~market ~~formed~~player ~~permanent~~must ~~establishment~~also orbe ~~premises~~notified in ~~the~~advance ~~PRC~~to ~~but there is no actual relationship between~~ the ~~relevant~~MOFCOM ~~income derived~~when in the ~~PRC~~threshold ~~and~~under the ~~established~~Provisions ~~institutions~~on orThresholds ~~premises~~for ~~set~~Prior upNotification byof ~~them,~~Concentrations ~~however,~~of ~~enterprise~~Undertakings ~~income~~issued ~~tax~~by ~~is set at~~ the ~~rate~~State ofCouncil ~~10% with~~in ~~respect~~August 2008 tois ~~their income sourced from inside the PRC~~triggered.

~~The~~In ~~EIT~~addition, ~~Law~~the ~~and~~security ~~its~~review ~~implementation~~ rules ~~permit~~issued ~~certain~~by the MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “~~high~~national defense and ~~new~~security” ~~technology~~concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises ~~strongly~~that ~~supported~~raise “national security” concerns are subject to strict review by the ~~state”~~MOFCOM, and the rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. Furthermore, according to the security review, foreign investments that ~~independently~~would ~~own~~result ~~core~~in ~~intellectual property~~acquiring the actual control of assets in certain key sectors, such as critical agricultural products, energy and ~~meet~~resources, ~~statutory~~equipment ~~criteria~~manufacturing, infrastructure, transport, cultural products and services, information technology, Internet products and services, financial services and technology sectors, are required to ~~enjoy~~obtain aapproval ~~reduced~~from ~~15%~~designated ~~enterprise~~governmental ~~income~~authorities ~~tax~~in ~~rate~~advance.

~~According~~In to the ~~Administrative Rules~~future, ~~for~~we may grow our business by acquiring complementary businesses. Complying with the ~~Certification~~requirements of ~~High~~the above-~~Tech~~mentioned ~~Enterprises~~regulations and other relevant rules to complete such transactions, ~~effective~~if onrequired, ~~January~~could 1be time-consuming, ~~2008~~and any required approval processes, including obtaining approval from the MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions. It is unclear whether our business would be deemed to be in an industry that raises “national defense and ~~amended~~security” onor ~~January~~“national 29security” concerns. However, ~~2016~~the ~~(effective~~MOFCOM asor other government agencies may publish explanations in the future determining that our business is in an industry subject to the security review, in which case our future acquisitions in the PRC, including those by way of ~~January 1~~entering into contractual control arrangements with target entities, ~~2016)~~may be closely scrutinized or prohibited. Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected. Furthermore, ~~for~~according ~~each~~to the M&A Rules, if a PRC entity ~~accredited~~or asindividual ~~High~~plans ~~Tech~~to ~~Enterprise~~merge or acquire its related PRC entity through an overseas company legitimately incorporated or controlled by such entity or individual, such ~~status~~a merger and acquisition will be subject to examination and approval by the MOFCOM. There is ~~valid~~a possibility that the PRC regulators may promulgate new rules or explanations requiring that we obtain the approval of the MOFCOM or other PRC governmental authorities for ~~three~~our ~~years~~completed or ongoing mergers and acquisitions. There is no assurance that, if itwe ~~meets~~plan to make an acquisition, we can obtain such approval from the ~~qualifications~~MOFCOM or any other relevant PRC governmental authorities for ~~High~~ ~~Tech~~our ~~Enterprise~~mergers onand aacquisitions, ~~continuing~~and ~~basis~~if ~~during~~we fail to obtain those approvals, we may be required to suspend our acquisition and be subject to penalties. Any uncertainties regarding such ~~period~~approval requirements could have a material adverse effect on our business, results of operations and corporate structure.

14China’s political climate and economic conditions, as well as changes in government policies, laws and regulations which may be quick with little advance notice, could have a material adverse effect on our business, financial condition and results of operations.

~~Value-Added~~Our ~~Tax (“VAT”)~~business, financial condition, results of operations and prospects are subject, to a significant extent, to economic, political and legal developments in China. For example, as a result of recent proposed changes in the cybersecurity regulations in China that would require certain Chinese technology firms to undergo a cybersecurity review before being allowed to list on foreign exchanges, this may have the effect of further narrowing the list of potential businesses in China’s consumer, technology and mobility sectors that we intend to focus on for our business combination or the ability of the combined entity to list in the United States.

The Provisional Regulations of the PRC on Value-added Tax was promulgated by the State Council on December 13, 1993, and most recently amended on November 19, 2017. The Detailed Rules for the Implementation of the Provisional Regulations of the PRC on Value-added Tax (Revised in 2011) were promulgated by the MOF on December 25, 1993 and were recently amended on October 28, 2011 (collectively with the VAT Regulations, the VAT Law). On April 4, 2018, MOF and SAT jointly promulgated the Circular on Adjustment of Value-Added Tax Rates, or MOF and SAT Circular 32. On March 20, 2019, MOF, SAT and General Administration of Customs, or GAC, jointly issued a Circular on Relevant Polices for Deepening Value-added Tax Reform, or MOF, SAT and GAC Circular 39, which became effective from April 1, 2019. According to the abovementioned laws and circulars, all enterprises and individuals engaged in the sale of goods, the provision of processing, repair and replacement services, sales of services, intangible assets, real property and the importation of goods within the territory of the PRC are the taxpayers of VAT. The VAT tax rates generally applicable are simplified as 13%, 9%, 6% and 0%, and the VAT tax rate applicable to the small-scale taxpayers is 3%.15

~~Withholding~~China’s ~~Tax~~economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past two to three decades, growth has been uneven, both geographically and among various sectors of the economy. Demand for target services and products depends, in large part, on economic conditions in China. Any slowdown in China’s economic growth may cause our potential customers to delay or cancel their plans to purchase our services and products, which in turn could reduce our net revenues.

~~The~~Although ~~Enterprise~~China’s ~~Income Tax~~economy ~~Law~~has ofbeen ~~the~~transitioning ~~PRC~~from ~~provides~~a ~~that~~planned economy to a more market-oriented economy since ~~January~~the 1,late ~~2008~~1970s, anthe ~~income~~PRC ~~tax~~government ~~rate~~continues ofto ~~10%~~play ~~will~~a ~~normally~~significant berole ~~applicable~~in toregulating ~~dividends~~industry ~~declared~~development ~~to non-~~by imposing industrial policies. The PRC ~~resident~~government ~~investors~~also ~~which~~exercises dosignificant ~~not~~control ~~have~~over anChina’s ~~establishment~~economic orgrowth ~~place~~through ofallocating ~~business~~resources, incontrolling the ~~PRC~~incurrence and payment of foreign currency-denominated obligations, orsetting ~~which~~monetary ~~have~~policy ~~such~~and ~~establishment~~providing preferential treatment to particular industries or ~~place of~~companies. ~~business~~Changes ~~but~~in ~~the~~any ~~relevant~~of ~~income~~these ispolicies, ~~not~~laws ~~effectively~~and ~~connected~~regulations may be quick with ~~the~~little ~~establishment~~advance ornotice ~~place~~and ofcould ~~business,~~adversely toaffect the ~~extent~~economy ~~such~~in ~~dividends are~~China ~~derived~~and ~~from~~could ~~sources~~have ~~within~~a material adverse effect on our business and the ~~PRC~~value of our common stock.

~~Pursuant~~The toPRC angovernment ~~Arrangement Between~~has ~~the~~implemented ~~Mainland~~various ofmeasures ~~China~~to ~~and~~encourage ~~the~~foreign ~~Hong~~investment ~~Kong~~and ~~Special~~sustainable ~~Administrative~~economic ~~Region~~growth ~~for the Avoidance of Double Taxation~~ and ~~the Prevention of Fiscal Evasion with Respect~~ to ~~Taxes~~guide ~~on Incomes, or~~ the ~~Double~~allocation ~~Tax~~of ~~Avoidance~~financial ~~Arrangement,~~ and other ~~applicable~~resources. ~~PRC laws~~However, ifwe acannot ~~Hong Kong~~assure ~~resident~~you ~~enterprise~~that ~~is determined by~~ the ~~competent~~ PRC ~~tax~~government ~~authority~~will tonot ~~have~~repeal ~~satisfied~~or ~~the~~alter ~~relevant~~these ~~conditions~~measures ~~and~~or ~~requirements~~introduce ~~under such~~new ~~Double~~measures ~~Tax~~that ~~Avoidance~~will ~~Arrangement~~have ~~and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from~~ a ~~PRC~~negative ~~resident~~effect ~~enterprise may be reduced to 5%. Based~~ on ~~the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties~~us, or ~~the~~more ~~SAT Circular 81~~specifically, ~~issued~~we oncannot ~~February~~assure ~~20,~~you ~~2009,~~that by the ~~SAT, however, if the relevant~~ PRC ~~tax~~ ~~authorities~~government ~~determine,~~will innot ~~their~~initiate ~~discretion,~~possible ~~that~~governmental aactions ~~company benefits from such reduced income tax rate due to a structure~~ or ~~arrangement that~~scrutiny ~~is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. According~~ to ~~the Circular on Several Questions regarding the “Beneficial Owner” in Tax Treaties~~us, which ~~was~~could ~~issued~~substantially onaffect ~~February~~our 3,operation ~~2018,~~and by the ~~SAT~~value ~~and~~of ~~took~~our ~~effect on~~common ~~April~~stock 1,may ~~2018,~~depreciate ~~when~~quickly. ~~determining the applicant~~China’s ~~status~~social ofand ~~the~~political ~~“beneficial~~conditions ~~owner”~~may ~~regarding~~change tax treatments in connection with dividends, interests or royalties in the tax treaties, several factors, including without limitation, whether the applicant is obligated to pay more than 50% of his or her income in 12 months to residents in third country or region, whether the business operated by the applicant constitutes the actual business activities, and ~~whether~~become ~~the~~unstable. ~~counterparty~~Any ~~country~~sudden orchanges ~~region~~ to ~~the~~China’s ~~tax~~political ~~treaties~~system ~~does not levy any tax~~ or ~~grant~~ ~~tax exemption on relevant incomes or levy tax at an extremely low rate, will be taken into account, and it will be analyzed according to~~ the ~~actual~~occurrence ~~circumstances~~ of ~~the~~widespread ~~specific~~social ~~cases.~~unrest ~~This~~could ~~circular~~have ~~further~~a ~~provides~~material ~~that~~adverse ~~applicants~~effect ~~who intend to prove his or her status of the “beneficial owner” shall submit the relevant documents to the relevant tax bureau according to the Announcement~~ on ~~Issuing~~ ~~the~~our ~~Measures~~business ~~for~~and ~~the~~results ~~Administration~~ of ~~Non-Resident Taxpayers’ Enjoyment of the Treatment under Tax Agreements~~operations.

~~Tax~~Any failure or perceived failure by our PRC subsidiaries to comply with the Anti-Monopoly Guidelines for Internet Platforms Economy Sector and other PRC anti-monopoly laws and regulations may result in governmental investigations or enforcement actions, litigation or claims against us and could have an adverse effect on ~~Indirect Transfer~~our business, financial condition and results of operations.

OnThe ~~February~~PRC 3,anti-monopoly ~~2015, the~~enforcement ~~SAT~~agencies ~~issued~~have ~~the~~strengthened ~~Circular~~enforcement onunder ~~Issues~~the ofPRC ~~Enterprise Income Tax on Indirect Transfers of Assets by Non~~Anti-~~PRC~~Monopoly ~~Resident~~Law ~~Enterprises,~~in orthe ~~SAT Circular~~recent 7years. ~~Pursuant~~On ~~to SAT Circular 7~~December 28, ~~an “indirect transfer” of assets~~2018, ~~including~~the ~~equity~~SAMR ~~interests~~issued inthe aNotice ~~PRC~~on ~~resident enterprise, by non~~Anti-~~PRC~~monopoly ~~resident~~Enforcement ~~enterprises~~Authorization, ~~may~~pursuant beto ~~re-characterized~~which ~~and~~its ~~treated~~province-level asbranches aare ~~direct~~authorized ~~transfer~~to ofconduct ~~PRC~~anti-monopoly ~~taxable~~enforcement ~~assets,~~within iftheir ~~such~~respective ~~arrangement~~jurisdictions. ~~does not~~On ~~have~~September 11, a2020, ~~reasonable~~the ~~commercial~~Anti-Monopoly ~~purpose~~Commission ~~and~~of ~~was established for~~ the ~~purpose~~State ofCouncil ~~avoiding~~issued ~~payment~~Anti-monopoly ofCompliance ~~PRC~~Guideline ~~enterprise~~for ~~income tax. As a result~~Operators, ~~gains~~ ~~derived~~which ~~from~~requires ~~such~~operators ~~indirect transfer may be subject~~ to ~~PRC~~establish ~~enterprise~~anti-monopoly ~~income~~compliance ~~tax.~~management ~~When~~systems ~~determining~~under ~~whether there is a “reasonable commercial purpose” of~~ the ~~transaction~~PRC ~~arrangement,~~Anti-Monopoly ~~features~~Law to bemanage ~~taken~~anti-monopoly ~~into~~compliance ~~consideration~~risks. ~~include~~On February 7, ~~inter alia~~2021, ~~whether~~ the ~~main value~~Anti-Monopoly ofCommission ~~the equity interest~~ of the ~~relevant~~State ~~offshore~~Council ~~enterprise~~published ~~derives~~Anti-Monopoly ~~directly~~Guidelines orfor ~~indirectly~~the ~~from~~Internet ~~PRC~~Platform ~~taxable~~Economy ~~assets;~~Sector ~~whether~~that ~~the~~specified ~~assets of~~circumstances ~~the~~under ~~relevant~~which ~~offshore~~an ~~enterprise~~activity ~~mainly consist~~ of ~~direct~~an orinternet ~~indirect~~platform ~~investment~~will inbe ~~China~~identified oras ifmonopolistic ~~its~~act ~~income~~as iswell ~~mainly~~as ~~derived~~concentration ~~from~~filing ~~China; and~~procedures ~~whether~~for ~~the~~business ~~offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature which is evidenced by their actual function and risk exposure~~operators. According to ~~SAT Circular 7, where~~ the ~~transferee~~PRC ~~fails~~Anti-Monopoly toLaw, ~~withhold~~if ~~any or~~a ~~sufficient~~business ~~tax,~~operator ~~the~~carries ~~transferor~~out ~~shall~~a ~~declare~~concentration ~~and~~in ~~pay~~violation ~~such~~of ~~tax~~the tolaw, the ~~tax~~relevant authority byshall ~~itself~~order ~~within~~ the ~~statutory~~business ~~time~~operator ~~limit.~~to ~~Late payment~~terminate ~~of applicable tax will subject~~ the ~~transferor~~concentration, todispose ~~default interest. SAT Circular 7 does not apply to transactions~~ of ~~sale~~the of shares by ~~investors~~or ~~through~~assets aor ~~public~~transfer ~~stock~~the ~~exchange~~business ~~where~~within ~~such shares were acquired on~~ a ~~public~~specified ~~stock~~time ~~exchange. On October 17~~limit, ~~2017, the SAT issued the Circular on Issues of Tax Withholding regarding Non-PRC Resident Enterprise Income Tax,~~ or ~~SAT~~take ~~Circular~~other ~~37,~~measures ~~which~~to ~~further~~restore ~~elaborates~~ the ~~relevant~~pre-concentration ~~implemental rules regarding the calculation~~status, ~~reporting~~ and ~~payment~~impose ~~obligations~~a fine of ~~the~~up ~~withholding tax by the non-resident enterprises. Nonetheless, there remain uncertainties as~~ to ~~the interpretation and application of SAT Circular 7~~RMB500,000. ~~SAT~~On ~~Circular~~March 12, 72021, ~~may be determined by~~ the ~~tax~~SAMR ~~authorities~~published toseveral beadministrative ~~applicable~~penalty tocases ~~our~~in ~~offshore~~connection ~~transactions~~with orconcentration ~~sale~~ of ~~our~~business ~~shares~~operators orthat ~~those~~violated ofPRC ~~our offshore subsidiaries where non~~Anti-~~resident~~Monopoly ~~enterprises,~~Law ~~being~~in the ~~transferors,~~internet ~~were involved~~sector.

15On October 23, 2021, the Standing Committee of the National People’s Congress issued a discussion draft of the amended Anti-Monopoly Law, which proposes to increase the fines for illegal concentration of business operators to “no more than ten percent of its last year’s sales revenue if the concentration of business operator has or may have an effect of excluding or limiting competition; or a fine of up to RMB5 million if the concentration of business operator does not have an effect of excluding or limiting competition.” The draft also proposes for the relevant authority to investigate transaction where there is evidence that the concentration has or may have the effect of eliminating or restricting competition, even if such concentration does not reach the filing threshold. On December 24, 2021, nine government agencies, including the NDRC, jointly issued the Opinions on Promoting the Healthy and Sustainable Development of Platform Economy, which provides that, among others, monopolistic agreements, abuse of dominant market position and illegal concentration of business operators in the field of platform economy will be strictly investigated and punished in accordance with the relevant laws.

~~Regulations Related to Employment and Social Welfare~~16

~~Employment~~At the present time, we have a relatively small scale supply chain platform operations based on our market share in our product markets and other factors. We are not an operator with a dominant market position, and our operating activity cannot constitute an anti-monopoly behavior that abuses our dominant market position. We have not entered into monopoly agreements prohibited by the Anti-Monopoly Law with competing business operators. As of the date of the prospectus, we have not received a notification from the anti-monopoly regulatory authority requiring us to file the concentration of undertakings or received any related administrative penalties. We believe that we are in compliance with the currently effective PRC anti-monopoly laws in all material aspects. Nevertheless, if the PRC regulatory authorities identify any of our activities as monopolistic under the PRC Anti-Monopoly Law or the Anti-Monopoly Guidelines for the Internet Platform Economy Sector, we may be subject to investigations and administrative penalties, and therefore materially and adversely affect our financial conditions, operations and business prospects. If we are required to take any rectifying or remedial measures or are subject to any penalties, our reputation and business operations may be materially and adversely affected.

~~The~~Recent ~~Labor~~regulatory ~~Law~~developments ofin ~~the PRC~~China, ~~which~~including ~~was~~greater ~~promulgated~~oversight ~~on July 5, 1994, effective since January 1, 1995,~~ and ~~most~~control ~~recently~~by ~~amended on December 29, 2018,~~ the ~~Labor Contract~~CAC ~~Law~~over ofdata ~~the PRC~~security, ~~which~~may ~~was~~subject ~~promulgated~~us onto ~~June~~additional ~~29,~~regulatory ~~2007~~review, and ~~amended~~any onactions ~~December~~by ~~28, 2012, and~~ the ~~Implementation~~Chinese ~~Regulations of~~government ~~the~~to ~~Labor~~exert ~~Contract~~more ~~Law~~oversight ~~of the PRC, which was promulgated on September 18, 2008, are the principal regulations that govern employment~~ and ~~labor~~control ~~matters~~over inforeign ~~the~~investment ~~PRC. Under the above regulations, labor contracts shall be concluded~~ in ~~writing~~China-based ifissuers ~~labor~~could ~~relationships~~significantly ~~are~~limit ~~to be~~ or ~~have~~completely ~~been~~hinder ~~established~~our ~~between~~ability ~~employers~~to ~~and~~offer ~~the~~or ~~employees.~~continue ~~Employers~~to ~~are~~offer ~~prohibited~~securities ~~from forcing employees~~ to ~~work~~investors ~~above certain time limit~~ and ~~employers~~cause ~~shall~~the ~~pay~~value ~~employees~~of ~~for~~such ~~overtime~~securities ~~work in accordance~~ to ~~national~~significantly ~~regulations.~~decline Inor ~~addition, wages may not~~ be ~~lower than the local minimum wage~~worthless. Employers must establish a system for labor safety and sanitation, strictly abide by state standards, and provide relevant education to its employees. Employees are also required to work in safe and sanitary conditions.

~~Social~~On ~~Insurance~~ December 28, 2021, the CAC, NDRC, and ~~Housing~~several ~~Fund~~other agencies jointly issued the final version of the Revised Measures for Cybersecurity Review, or the Revised Cybersecurity Measures, which took effect on February 15, 2022 and replaced the previously issued Revised Measures for Cybersecurity Review. Under the Revised Cybersecurity Measures, an “online platform operator” in possession of personal data of more than one million users must apply for a cybersecurity review if it intends to list its securities on a foreign stock exchange. The operators of critical information infrastructure purchasing network products and services, and the online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. Pursuant to the Revised Cybersecurity Measures, we don’t believe we will be subject to the cybersecurity review by the CAC, given that (i) our online platform business just start up, we possess personal information of a very small number of users (less than 100 users) in our business operations as of the date of this report, significantly less than the one million user threshold set for a data processing operator applying for listing on a foreign exchange that is required to pass such cybersecurity review; and (ii) data processed in our business does not have a bearing on national security and thus shall not be classified as core or important data by the authorities. We don’t believe that we are an Operator within the meaning of the Revised Cybersecurity Measures, nor do we control more than one million users’ personal information, and as such, we should not be required to apply for a cybersecurity review under the Revised Cybersecurity Measures.

~~Under~~However, ~~the~~there ~~Social~~remains ~~Insurance Law~~uncertainty ofas ~~the~~to ~~PRC~~how ~~that~~the ~~was~~Revised ~~promulgated~~Cybersecurity byMeasures ~~the~~may ~~SCNPC~~be oninterpreted ~~October~~or ~~28,~~implemented ~~2010,~~ and ~~came~~whether ~~into~~the ~~force~~PRC asregulatory ofagencies, ~~July~~including 1,the ~~2011~~CAC, ~~and~~may ~~was~~adopt ~~most~~new ~~recently~~rules ~~amended on~~and ~~December~~regulations ~~29,~~related ~~2018~~to ~~(also~~ the ~~effective~~Revised ~~date)~~Cybersecurity Measures. For example, ~~together~~there ~~with~~is ~~other~~still ~~laws~~no ~~and~~clear ~~regulations,~~definition ~~employers~~of ~~are~~“online ~~required~~platform tooperator”. ~~pay~~Whether ~~basic~~the ~~pension insurance,~~data ~~unemployment~~processing ~~insurance,~~activities ~~basic~~carried ~~medical~~out ~~insurance,~~by ~~employment~~traditional ~~injury~~enterprises ~~insurance,~~(such ~~maternity~~as ~~insurance~~food, medicine, automobile and other ~~social~~production ~~insurance for~~enterprises) ~~its~~are ~~employees~~subject atto ~~specified~~such ~~percentages~~review ofand the ~~salaries~~scope of the ~~employees,~~review upremain to abe ~~maximum~~further ~~amount~~clarified ~~specified~~ by the ~~local~~regulatory ~~government regulations~~authorities ~~from~~in ~~time~~the tosubsequent ~~time~~implementation process. ~~When~~If anany ~~employer~~new ~~fails~~laws, toregulations, ~~fully~~implementation ~~pay~~measures ~~social~~or ~~insurance~~interpretation ~~premiums~~are adopted, ~~relevant~~we ~~social~~may ~~insurance~~need ~~collection~~to ~~agency shall~~take ~~order~~further itactions toand ~~make~~invest upresources ~~for~~to ~~any~~comply ~~shortfall~~with ~~within~~such anew ~~prescribed~~rules ~~time limit,~~ and ~~may~~to ~~impose~~minimize aany ~~late~~potential ~~payment~~negative ~~fee~~effects aton ~~the rate of 0~~us.~~05%~~ ~~per day~~In ofaddition, ~~the~~if ~~outstanding amount from~~ the ~~due~~number ~~date.~~of Ifour ~~such~~online ~~employer~~platform ~~still~~users ~~fails~~increases to ~~make~~a uplevel ~~for~~close ~~the~~to ~~shortfalls~~one ~~within the prescribed time limit~~million, ~~the~~we ~~relevant~~would ~~administrative~~expect ~~authorities~~to ~~shall~~prepare ~~impose~~for athe ~~fine~~required ofcybersecurity ~~one~~review toprocedure ~~three~~and ~~times~~approval from the ~~outstanding~~PRC ~~amount upon such employer~~government.

In accordance with the Regulations on the Management of Housing Fund which was promulgated by the State Council in 1999 and most recently amended in March 2019 (which became effective as of March 24th 2019), employers must register at the designated administrative centers and open bank accounts for depositing employees’ housing funds. Employer and employee are also required to pay and deposit housing funds, with an amount no less than 5% of the monthly average salary of the employee in the preceding year in full and on time.17

~~Regulations~~Trading ~~Related to~~in ~~Mergers~~our ~~and~~securities ~~Acquisitions~~may ~~and~~be ~~Overseas~~prohibited ~~Listings~~under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completed our auditors for three consecutive years beginning in 2021, or for two consecutive years if the Accelerating Holding Foreign Companies Accountable Act or the America COMPETES Act becomes law.

OnIn ~~August~~recent 8years, ~~2006,~~U.S. ~~six PRC governmental and~~ regulatory ~~agencies,~~authorities ~~including~~have ~~MOFCOM~~continued ~~and~~to ~~the~~express ~~CSRC,~~their ~~promulgated~~concerns ~~the~~about ~~Rules~~challenges onin ~~Acquisition~~their oversight of ~~Domestic~~financial ~~Enterprises by~~statement ~~Foreign~~audits ~~Investors,~~of orU.S.-listed ~~the~~companies ~~M&A~~with ~~Rules,~~significant ~~governing~~operations ~~the~~in ~~mergers~~China. ~~and~~As ~~acquisitions~~part of ~~domestic~~a ~~enterprises~~continued byregulatory ~~foreign~~focus ~~investors~~in ~~that~~the ~~became effective~~United States on ~~September~~access 8,to ~~2006,~~audit and ~~was~~other ~~amended~~information, onthe ~~June~~Holding ~~22,~~Foreign ~~2009.~~Companies ~~The~~Accountable ~~M&A Rules~~Act, ~~among~~or ~~other~~the ~~things~~HFCAA, ~~requires~~was ~~that~~enacted ~~offshore~~on ~~SPVs~~December 18, ~~that are~~2020. ~~controlled~~The byHFCAA ~~PRC~~includes ~~companies~~requirements orfor ~~individuals~~the ~~and~~SEC ~~that~~to ~~have~~identify ~~been~~issuers ~~formed~~whose ~~for~~audit ~~overseas~~work ~~listing~~is ~~purposes~~performed ~~through~~by ~~acquisitions~~auditors ofthat ~~PRC~~the ~~domestic interest~~PCAOB ~~held~~is byunable ~~such~~to ~~PRC~~inspect ~~companies~~ or ~~individuals,~~investigate tocompletely ~~obtain~~because ~~the approval~~ of ~~the~~a ~~CSRC~~restriction ~~prior~~imposed toby ~~publicly~~a ~~listing their securities on an overseas stock exchange~~non-U.S. ~~Furthermore,~~authority ~~as introduced~~ in ~~“Recent~~the ~~Regulatory~~auditor’s ~~Developments-Draft~~local ~~Rules~~jurisdiction. ~~Regarding~~The ~~Overseas~~HFCAA ~~Listing”, on~~also ~~December~~requires 24that, ~~2021,~~to the ~~CSRC,~~extent orthat the ~~CSRC,~~PCAOB ~~issued~~has ~~the~~been ~~Administrative~~unable ~~Provisions~~to ofinspect ~~the~~an ~~State~~issuer’s ~~Council~~auditor ~~Regarding the Oversee Issuance and Listing of Securities by Domestic Enterprises (Draft~~ for ~~Comments)~~three ~~and~~consecutive ~~the~~years ~~Measures~~since ~~for~~2021, the ~~Overseas~~SEC ~~Issuance~~shall ofprohibit ~~Securities~~its ~~and~~securities ~~Listing Record-Filings~~registered byin ~~Domestic Enterprises (Draft for Comments), both of which lay out~~ the ~~filing~~United ~~regulation~~States ~~arrangement~~from ~~for~~being ~~both~~traded ~~direct~~on ~~and indirect~~any ~~overseas~~national ~~listing,~~securities ~~and~~exchange ~~clarify~~or over-the-counter ~~determination~~markets ~~criteria for indirect overseas listing~~ in ~~overseas~~the ~~markets~~United States.

16On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. The interim final rule applies to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in that jurisdiction. Consistent with the HFCAA, the interim final rule requires the submission of documentation to the SEC establishing that such a registrant is not owned or controlled by a government entity in that foreign jurisdiction and also requires disclosure in a foreign issuer’s annual report regarding the audit arrangements of, and government influence on, such registrants. On May 13, 2021, the PCAOB issued proposed PCAOB Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act for public comment. The proposed rule provides a framework for making determinations as to whether PCAOB is unable to inspect an audit firm in a foreign jurisdiction, including the timing, factors, bases, publication and revocation or modification of such determinations, and such determinations will be made on a jurisdiction-wide basis in a consistent manner applicable to all firms headquartered in the jurisdiction. In November 2021, the SEC approved PCAOB Rule 6100. On December 2, 2021, the SEC adopted amendments to final rules implementing the disclosure and submission requirements of the HFCAA.

~~ITEM~~On 1AJune 22, 2021, the U.S. ~~RISK~~Senate ~~FACTORS~~passed the Accelerating Holding Foreign Companies Accountable Act or AHFCAA, and on February 4, 2022, the U.S. House of Representatives passed the America Creating Opportunities for Manufacturing Pre-Eminence in Technology and Economic Strength (COMPETES) Act of 2022, or the COMPETES Act. If either bill is enacted into law, it would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections or complete investigations for two consecutive years instead of three. As a result, our securities may be prohibited from trading on Nasdaq or over-the-counter markets if our auditor is not inspected by the PCAOB for three consecutive years as specified in the HFCAA or two years if the AHFCAA or the COMPETES Act becomes law, and would reduce the time before our securities may be prohibited from trading or delisted.

~~RISK~~On ~~FACTORS~~December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.

~~The~~On ~~statements~~December 16, ~~contained in~~2021, orthe ~~incorporated~~PCAOB ~~into~~announced ~~this~~the ~~Form~~PCAOB 10Holding ~~that~~Foreign ~~are~~Companies ~~not~~Accountable ~~historic~~Act ~~facts~~determinations ~~are~~(the ~~forward-looking~~“PCAOB ~~statements~~determinations”) ~~that~~relating ~~are~~to ~~subject~~the PCAOB’s inability to ~~risks~~inspect ~~and~~or ~~uncertainties that~~investigate ~~could~~completely ~~cause~~registered ~~actual~~public ~~results~~accounting tofirms ~~differ~~headquartered ~~materially~~in ~~from~~mainland ~~those~~China ~~set~~of ~~forth~~the inPRC or ~~implied~~Hong byKong, ~~forward-looking~~a ~~statements.~~Special IfAdministrative ~~any~~Region and dependency of the ~~following risks~~PRC, ~~actually~~because ~~occurs,~~of ~~our~~a ~~business,~~position ~~financial~~taken ~~condition,~~by one or ~~results~~more ofauthorities ~~operations~~in ~~could~~the bePRC ~~harmed~~or Hong Kong.

~~Risks~~The ~~Related~~lack of access to ~~Our Operations~~the PCAOB inspection or investigation in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections or investigation of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections and investigation, which could cause existing and potential investors in our stock to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.

~~Covid 19.~~ 18

~~The~~Our ~~coronavirus~~current ~~disease (COVID-19)~~auditor, ~~pandemic~~Assentsure ~~has adversely affected~~PAC, ~~and~~an ~~other~~independent ~~events~~registered ~~(such~~public asaccounting afirm ~~significant~~that ~~outbreak~~is ofheadquartered ~~variations~~in ~~thereof or other infectious diseases could adversely affect),~~ the ~~economies and financial markets worldwide~~Singapore, ~~and~~is ~~the~~a ~~business~~firm ofregistered ~~any potential target business~~ with ~~which~~ wethe ~~consummate~~U.S. anPublic ~~initial~~Company ~~business~~Accounting ~~combination~~Oversight ~~could~~Board be(the ~~materially~~“PCAOB”), and ~~adversely~~is ~~affected.~~required ~~Furthermore,~~by wethe ~~may~~laws beof ~~unable~~the toU.S. ~~complete an initial business combination if concerns relating~~ to ~~COVID-19~~undergo ~~continue~~regular toinspections ~~restrict~~by ~~travel, limit~~ the ~~ability~~PCAOB to ~~have~~assess ~~meetings~~its compliance with ~~potential~~ ~~investors or~~ the ~~target~~laws ~~company’s~~of ~~personnel,~~the ~~vendors~~U.S. and ~~services~~professional ~~providers~~standards. ~~are~~Assentsure ~~unavailable~~PAC tohas ~~negotiate~~been ~~and~~subject ~~consummate a~~to ~~transaction~~PCAOB ininspections, aand ~~timely~~is ~~manner.~~not ~~The~~among ~~extent~~the ~~to which COVID~~PCAOB-19registered ~~impacts~~public ~~our~~accounting ~~search~~firms ~~for~~headquartered anin ~~initial~~the ~~business~~PRC ~~combination~~or ~~will~~Hong ~~depend~~Kong onthat ~~future developments, which~~ are ~~highly~~subject ~~uncertain~~to ~~and~~PCAOB’s ~~cannot~~determination beon ~~predicted~~December 16, ~~including~~2021 ~~new information which may emerge concerning the severity~~ of ~~COVID-19~~ ~~and~~having ~~the~~been ~~actions~~unable to ~~contain~~inspect ~~COVID-19~~ or ~~treat~~investigate ~~its impact, among others~~completely.

IfNotwithstanding the ~~disruptions~~foregoing, ~~posed by~~if ~~COVID-19~~it ~~continue~~is ~~for~~later andetermined ~~extensive~~that ~~period~~the ofPCAOB ~~time,~~is unable to inspect or investigate our ~~ability~~auditor completely, or if there is any regulatory change or step taken by PRC regulators that does not permit Assentsure PAC to ~~consummate~~provide anaudit ~~initial~~documentations ~~business~~located ~~combination~~in China or Hong Kong to the PCAOB for inspection or investigation, or the ~~operations~~PCAOB expands the scope of a ~~target~~the ~~business~~Determination ~~with~~so ~~which~~that we ~~ultimately~~are ~~consummate~~subject anto ~~initial~~the ~~business~~HFCAA, ~~combination~~as the same may be amended, you may be ~~materially~~deprived ~~adversely~~of ~~affected~~the benefits of such inspection. InAny ~~addition, our~~audit ~~ability~~reports tonot ~~consummate~~issued aby ~~transaction~~auditors ~~may~~that beare ~~dependent~~completely oninspected ~~our~~or ~~ability~~investigated toby ~~raise~~the ~~additional~~PCAOB, ~~equity~~or ~~and~~a ~~debt~~lack ~~financing~~of ~~which~~PCAOB ~~may~~inspections beor ~~impacted by~~investigations ~~COVID-19~~of ~~and~~audit ~~other~~work ~~events,~~undertaken ~~including~~in asChina athat ~~result~~prevents ofthe ~~increased~~PCAOB ~~market~~from ~~volatility,~~regularly ~~decreased~~evaluating ~~market~~our ~~liquidity~~auditors’ audits and their quality control procedures, could result in ~~third-party~~a ~~financing being~~lack ~~unavailable~~of onassurance ~~terms~~that ~~acceptable~~our tofinancial usstatements orand atdisclosures ~~all~~are adequate and accurate.

~~The~~Under ~~Company~~the ~~has not~~Enterprise ~~identified~~Income Tax Law, we may be classified as a ~~target~~“Resident ~~business~~Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC stockholders.

~~The~~China ~~Company’s~~passed ~~effort in~~an ~~identifying~~Enterprise aIncome ~~prospective~~Tax ~~target~~Law ~~business~~(the ~~will~~“EIT ~~not~~Law”), beas ~~limited~~most torecently aamended ~~particular industry~~ and ~~the~~effective ~~Company may ultimately acquire a business in any industry management deems appropriate. The Company currently has not selected any target business~~ on ~~which~~December 29, ~~to concentrate our search for a business combination. While the Company intends to focus on target businesses in the United States~~2018, ~~we are not limited to United States entities~~ and ~~may consummate a business combination with a target business outside of~~ the ~~United~~related ~~States.~~Implementation ~~Accordingly~~Regulations, ~~there~~as isamended ~~no basis~~and ~~for~~effective ~~investors~~on inApril 23 ~~the Company’s common stock to evaluate the possible merits or risks of the target business or the particular industry in which we may ultimately operate~~2019. ToUnder the ~~extent~~EIT weLaw, ~~effect a business combination with a financially unstable company or~~ an ~~entity~~ inenterprise ~~its early stage of development or growth, including entities without~~ established ~~records~~outside of ~~sales~~China orwith ~~earnings,~~“de wefacto ~~may~~management bebodies” ~~affected by~~within ~~numerous~~China ~~risks~~is ~~inherent~~considered ina ~~the~~“resident ~~business and operations of financially unstable and early stage or potential emerging growth companies. In addition~~enterprise,” tomeaning ~~the extent~~ that weit ~~effect~~can abe ~~business~~treated ~~combination with an entity~~ in ana ~~industry~~manner ~~characterized~~similar byto a ~~high~~Chinese ~~level~~enterprise offor ~~risk, we~~enterprise ~~may~~income betax ~~affected by the currently unascertainable risks of that industry~~purposes. AnThe ~~extremely~~implementing ~~high~~rules ~~level~~ of ~~risk~~the ~~frequently~~EIT ~~characterizes~~Law ~~many industries~~define ~~which~~de ~~experience~~facto ~~rapid~~management ~~growth.~~as In“substantial ~~addition,~~and ~~although~~overall ~~the Company’s~~ management ~~will~~and ~~endeavor~~control toover ~~evaluate~~ the ~~risks~~production ~~inherent in~~and aoperations, ~~particular~~personnel, ~~industry or target business~~accounting, weand ~~cannot~~properties” ~~assure~~of ~~you~~the ~~that we will properly ascertain or assess all significant risk factors~~enterprise.

17On April 22, 2009, the State Administration of Taxation of China issued the Notice Concerning Relevant Issues Regarding Cognizance of Chinese Investment Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of de facto Management Bodies, or the Notice, further interpreting the application of the EIT Law and its implementation to offshore entities controlled by a Chinese enterprise or group. Pursuant to the Notice, an enterprise incorporated in an offshore jurisdiction and controlled by a Chinese enterprise or group will be classified as a “non-domestically incorporated resident enterprise” if (i) its senior management in charge of daily operations reside or perform their duties mainly in China; (ii) its financial or personnel decisions are made or approved by bodies or persons in China; (iii) its substantial assets and properties, accounting books, corporate stamps, board and stockholder minutes are kept in China; and (iv) at least half of its directors with voting rights or senior management are often resident in China. A resident enterprise would be subject to an enterprise income tax rate of 25% on its worldwide income and must pay a withholding tax at a rate of 10% when paying dividends to its non-PRC stockholders.

~~Sources~~TGGI does not have a PRC enterprise or enterprise group as its primary controlling shareholder and is therefore not a Chinese-controlled offshore incorporated enterprise within the meaning of ~~target businesses~~the Notice, so we believe the Notice is not applicable to us. However, in the absence of guidance specifically applicable to us, we have applied the guidance set forth in the Notice to evaluate the tax residence status of TGGI.

~~Management~~We ~~anticipates that~~do ~~target~~not ~~business~~believe ~~candidates~~that ~~will~~we bemeet ~~brought~~some toof ~~our~~the ~~attention~~conditions ~~from~~outlined. ~~various~~As ~~unaffiliated~~a ~~sources~~holding company, ~~including~~the ~~securities~~key ~~broker-dealers, investment~~assets ~~bankers,~~and ~~venture~~records ~~capitalists,~~of ~~bankers,~~TGGI including the resolutions and ~~other~~meeting ~~members~~minutes of ~~the~~our ~~financial~~board ~~community,~~of ~~who~~directors ~~may~~and ~~present~~the ~~solicited~~resolutions orand ~~unsolicited proposals.~~meeting ~~Management~~minutes ~~may~~of ~~also~~our ~~bring~~shareholders, toare ~~our~~located ~~attention~~and ~~target~~maintained ~~business~~outside ~~candidates~~the PRC. ~~While~~In addition, we doare not ~~presently~~aware ~~anticipate~~of ~~engaging~~any ~~the~~offshore ~~services of~~holding ~~professional~~companies ~~firms~~with ~~that~~a ~~specialize~~corporate instructure ~~business~~similar ~~acquisitions~~to onours ~~any~~that ~~formal~~have ~~basis,~~been wedeemed ~~may~~a ~~engage~~PRC ~~these~~“resident ~~firms~~enterprise” inby the ~~future,~~PRC intax ~~which event~~authorities. Accordingly, we ~~may~~believe ~~pay~~that aTGGI ~~finder’s~~should ~~fee~~not orbe ~~other~~treated ~~compensation~~as ina ~~connection~~“resident ~~with~~enterprise” afor ~~business~~PRC ~~combination.~~tax Inpurposes noif ~~event,~~the ~~however,~~criteria ~~will~~for we“de ~~pay~~ facto management ~~any~~body” ~~finder’s~~as ~~fee~~set orforth ~~other~~in ~~compensation~~the ~~for~~Notice ~~services~~were ~~rendered~~deemed applicable to us. ~~prior~~However, as the tax residency status of an enterprise is subject to ordetermination inby ~~connection~~the PRC tax authorities and uncertainties remain with respect to the ~~consummation~~interpretation of a ~~business~~the ~~combination~~term “de facto management body” as applicable to our offshore entities, we will continue to monitor our tax status.

~~Selection of a target business and structuring of a business combination.~~ 19

If the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. In ~~evaluating~~our case, this would mean that income such as non-China source income would be subject to PRC enterprise income tax at a ~~prospective target~~rate ~~business~~of 25%. Currently, ~~management~~we ~~will~~do ~~consider~~not have any non-China source income, ~~among~~so ~~other~~this ~~factors~~would have minimal effect on us; however, if we develop non-China source income in the ~~following:~~future, we could be adversely affected. Second, under the EIT Law and its implementing rules, dividends paid to us from our PRC subsidiaries would qualify as “tax-exempt income.” Finally, it is possible that future guidance issued with respect to the new “resident enterprise” classification could result in a situation in which a 10% withholding tax is imposed on dividends we pay to our non-PRC stockholders and with respect to gains derived by our non-PRC stockholders from transferring our shares. If we were treated as a “resident enterprise” by the PRC tax authorities, we would be subject to taxation in both the U.S. and China, but our PRC source income will not be taxed in the U.S. again because the U.S.-China tax treaty will avoid double taxation between these two nations.

●In ~~financial~~addition, ~~condition~~pursuant to the Arrangement between Mainland China and ~~results~~the Hong Kong Special Administrative Region for the Avoidance of ~~operation~~Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be reduced to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC entity. However, the ~~target~~5% ~~company~~withholding tax rate does not automatically apply and certain requirements must be satisfied, including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevant dividends; and (b) the Hong Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive months preceding its receipt of the dividends. In practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot be certain that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to any dividends to be paid by our WFOE, ZXGWFOE, to our Hong Kong subsidiary, ZXGHK. ZXGWFOE currently does not have any plan to declare and pay dividends, and we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. ZXGHK will apply for the tax resident certificate when ZXGWFOE plans to declare and pay dividends.

●Governmental ~~growth~~control ~~potential;~~of currency conversion may affect the value of your investment.

●The ~~experience~~PRC ~~and~~government ~~skill~~imposes controls on the convertibility of ~~management~~the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in RMB. Under our current corporate structure, our income will currently only be derived from dividend payments from our PRC subsidiaries. Shortages in the availability of ~~additional~~foreign ~~personnel;~~currency may restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. However, approval from appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our security-holders.

●To ~~capital~~the ~~requirements;~~extent cash or assets of our business, or of our PRC or Hong Kong subsidiaries, is in the PRC or Hong Kong, such cash or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong, due to interventions in or the imposition of restrictions and limitations by the PRC government to the transfer of cash or assets.

●The ~~competitive~~transfer ~~position;~~of funds and assets among TGGI, its BVI, Hong Kong and PRC subsidiaries is subject to restrictions. The PRC government imposes controls on the conversion of the RMB into foreign currencies and the remittance of currencies out of the PRC. In addition, the PRC Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises, unless reduced under treaties or arrangements between the PRC central government and the governments of other countries or regions where the non-PRC resident enterprises are tax resident.

~~● stage of development of the products, processes, or services;~~20

●As ~~degree~~of the date of ~~current~~this report, there are no restrictions or ~~potential~~limitations ~~market~~imposed ~~acceptance~~by the Hong Kong government on the transfer of capital within, into and out of Hong Kong (including funds from Hong Kong to the ~~products~~PRC), ~~processes~~except for the transfer of funds involving money laundering and criminal activities. However, there is no guarantee that the Hong Kong government will not promulgate new laws or ~~services;~~regulations that may impose such restrictions in the future.

●As ~~proprietary~~a ~~features~~result ~~and~~of ~~degree~~the above, to the extent cash or assets of ~~intellectual~~our ~~property~~business, or of our PRC or Hong Kong subsidiaries, is in the PRC or Hong Kong, such funds or assets may not be available to fund operations or for other ~~protection~~use outside of the ~~products,~~PRC ~~processes~~or Hong Kong, due to interventions in or ~~services;~~the imposition of restrictions and limitations by the PRC government to the transfer of cash or assets.

●Failure ~~regulatory~~to ~~environment~~comply ofwith the ~~industry;~~Individual ~~and~~Foreign Exchange Rules relating to the overseas direct investment or the engagement in the issuance or trading of securities overseas by our PRC resident stockholders may subject such stockholders to fines or other liabilities.

●Our ~~costs~~ability ~~associated~~to ~~with~~conduct ~~effecting~~foreign exchange activities in the ~~business~~PRC ~~combination~~may be subject to the interpretation and enforcement of the Implementation Rules of the Administrative Measures for Individual Foreign Exchange promulgated by SAFE in January 2007 (as amended and supplemented, the “Individual Foreign Exchange Rules”). Under the Individual Foreign Exchange Rules, any PRC individual seeking to make a direct investment overseas or engage in the issuance or trading of negotiable securities or derivatives overseas must make the appropriate registrations in accordance with SAFE provisions. PRC individuals who fail to make such registrations may be subject to warnings, fines or other liabilities.

~~These~~SAFE ~~criteria~~promulgated ~~are~~the ~~not intended~~Notice toon beRelevant ~~exhaustive.~~Issues ~~Any~~Relating ~~evaluation~~to ~~relating~~Domestic toResident’s ~~the~~Investment ~~merits~~and ofFinancing aand ~~particular~~Roundtrip ~~business~~Investment ~~combination~~through ~~will~~Special bePurpose ~~based~~Vehicles, toor ~~the~~Notice ~~extent relevant~~37, on ~~the~~in ~~above~~July 2014 ~~factors~~that asrequires ~~well~~PRC asresidents ~~other~~or ~~considerations~~entities ~~deemed~~to ~~relevant~~register bywith ~~our~~SAFE ~~management~~or inits ~~effecting~~local abranch ~~business~~in ~~combination~~connection ~~consistent~~ with ~~our~~their ~~business~~establishment ~~objective~~or control of an offshore entity established for the purpose of overseas investment or financing. In ~~evaluating~~addition, asuch ~~prospective~~PRC ~~target~~residents ~~business,~~or weentities ~~will~~must ~~conduct~~update atheir ~~due~~SAFE ~~diligence~~registrations ~~review~~when ~~which~~the ~~will~~offshore ~~encompass, among~~special ~~other~~purpose ~~things,~~vehicle ~~meetings~~undergoes ~~with~~material ~~incumbent~~events ~~management~~relating ~~and~~to ~~inspection~~material change of ~~facilities,~~capitalization asor ~~well~~structure of the PRC resident itself (such as ~~review~~capital ofincrease, ~~financial~~capital ~~and~~reduction, ~~other~~share ~~information which~~transfer ~~will~~or beexchange, ~~made~~merger ~~available~~or tospin usoff).

18We may not be fully informed of the identities of all our beneficial owners who are PRC residents. For example, because the investment in or trading of our shares will happen in an overseas public or secondary market where shares are often held with brokers in brokerage accounts, it is unlikely that we will know the identity of all of our beneficial owners who are PRC residents. Furthermore, we have no control over any of our future beneficial owners and we cannot assure you that such PRC residents will be able to complete the necessary approval and registration procedures required by the Individual Foreign Exchange Rules.

WeTo ~~will~~our ~~endeavor~~knowledge, toour ~~structure a~~beneficial ~~business~~owners, ~~combination~~who soare asPRC toresidents, ~~achieve~~have not completed the ~~most~~Notice ~~favorable~~37 ~~tax~~registration. ~~treatment~~And towe ~~us,~~cannot ~~the~~guarantee ~~target~~that ~~business~~all ~~and~~or ~~both~~any ~~companies’~~of the shareholders will complete the Notice 37 registration prior to the closing of this Offering. ~~However~~ Failure by any such shareholders or beneficial owners to comply with Notice 37 could restrict our overseas or cross-border investment activities, ~~there~~limit ~~can~~our bePRC nosubsidiaries’ ~~assurance~~ability ~~that~~to ~~the~~make ~~Internal~~distributions ~~Revenue~~or ~~Service~~pay dividends or ~~applicable~~affect ~~state~~our ~~tax~~ownership ~~authorities~~structure, ~~will~~which ~~necessarily~~could ~~agree~~adversely ~~with~~affect our business and prospects. In addition, the ~~tax~~ ~~treatment~~PRC ofresident ~~any~~shareholders ~~business~~who ~~combination~~fail weto ~~consummate~~complete Notice 37 registration may subject to fines less than RMB50,000.

~~The~~As ~~time~~these ~~and~~foreign ~~costs~~exchange ~~required to select~~ and ~~evaluate~~outbound ainvestment ~~target~~related ~~business~~regulations ~~and~~are torelatively ~~structure~~new and ~~complete~~their ~~the~~interpretation ~~business~~and ~~combination~~implementation ~~cannot~~has ~~presently~~been beconstantly ~~ascertained~~evolving, ~~with~~it ~~any degree~~is ofunclear ~~certainty.~~how ~~Any~~these ~~costs~~regulations, ~~incurred with respect to the identification~~ and ~~evaluation~~any offuture aregulation ~~prospective~~concerning ~~target~~offshore ~~business~~or ~~with~~cross-border ~~which a~~investments ~~business~~and ~~combination~~transactions, iswill ~~not~~be ~~ultimately~~interpreted, ~~completed~~amended ~~will~~and ~~result~~implemented inby athe ~~loss~~relevant togovernment usauthorities.

~~Future~~It ~~acquisitions could~~is ~~prove~~uncertain ~~difficult~~how the Individual Foreign Exchange Rules will be interpreted or enforced and whether such interpretation or enforcement will affect our ability to ~~integrate~~conduct foreign exchange transactions. Because of this uncertainty, ~~disrupt~~we cannot be sure whether the failure by any of our ~~business~~PRC resident stockholders to make the required registration will subject our PRC subsidiaries to fines or legal sanctions on their operations, ~~dilute~~delay ~~stockholder~~or ~~value~~restriction ~~and~~on ~~strain~~repatriation of proceeds of our ~~resources.~~securities offerings into the PRC, restriction on remittance of dividends or other punitive actions that would have a material adverse effect on our business, results of operations and financial condition.

In the future, acquire additional businesses that we believe could complement or expand our business or increase our customer base. Whether we realize the anticipated benefits from these acquisitions and related activities depends, in part, upon our ability to integrate the operations of the acquired business, the performance of the underlying product and service portfolio, and the performance of the management team and other personnel of the acquired operations. Integrating the operations of acquired businesses successfully or otherwise realizing any of the anticipated benefits of acquisitions, including anticipated cost savings and additional revenue opportunities, involves a number of potential challenges. The failure to meet these integration challenges could seriously harm our financial condition and results of operations. Realizing the benefits of acquisitions depends in part on the integration of operations and personnel. These integration activities are complex and time-consuming, and we may encounter unexpected difficulties or incur unexpected costs, including:21

●You ~~our~~may ~~inability~~experience todifficulties ~~achieve~~in ~~the~~effecting ~~operating~~service ~~synergies~~of ~~anticipated~~legal process, enforcing foreign judgments or bringing actions in China against us or our management named in the ~~acquisitions;~~report based on foreign laws.

●We ~~diversion~~conduct substantially all of ~~management~~our ~~attention~~operations ~~from~~in ~~ongoing~~China, ~~business~~and ~~concerns~~substantially all of our assets are located in China. In addition, our current officers reside within China and are PRC nationals. As a result, it may be difficult for our shareholders to ~~integration~~effect ~~matters;~~service of process upon us or those persons inside the PRC. In addition, the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the Delaware and many other countries and regions. Therefore, recognition and enforcement in the PRC of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

●Risks ~~difficulties~~Related into ~~consolidating~~Our ~~and~~Common ~~rationalizing IT platforms and administrative infrastructures;~~Stock

●The ~~complexities~~OTC ~~associated with managing the geographic separation of the combined businesses~~ and ~~consolidating~~share ~~multiple physical locations where management may determine consolidation is desirable;~~value

●Our ~~difficulties~~Common inStock ~~integrating~~trades ~~personnel~~over ~~from~~the ~~different~~counter, ~~corporate~~which ~~cultures~~may ~~while~~deprive ~~maintaining~~stockholders ~~focus~~of onthe ~~providing~~full ~~consistent~~value of their shares. Our stock is quoted via the Over-The-Counter (“OTC”) Pink Sheets under the ticker symbol “TGGI”. Therefore, ~~high~~our ~~quality~~Common ~~customer~~Stock ~~service;~~is expected to have fewer market makers, lower trading volumes, and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for our Common Stock.

●Low ~~possible~~market ~~cash flow interruption or loss of revenue as a result of change of ownership transitional matters; and~~price

●A ~~inability~~low market price would severely limit the potential market for our Common Stock. Our Common Stock is expected to ~~generate~~trade ~~sufficient~~at ~~revenue~~a price substantially below $5.00 per share, subjecting trading in the stock to ~~offset~~certain ~~acquisition~~Commission ~~costs~~rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our Common Stock.

~~Acquired~~Lack businesses may have liabilities or adverse operating issues that we fail to discover through due diligence prior to the acquisition, including cyber and other security vulnerabilities. In particular, to the extent that prior owners of any acquired businesses or properties failed to comply with or otherwise violated applicable laws or regulations or failed to fulfill their contractual obligations to the U.S. Government or other customers, we, as the successor owner, may be financially responsible for these violations and failures and may suffer reputational harm or otherwise be adversely affected. Acquisitions also frequently result in the recording of goodwill and other intangible assets that are subject to potential impairment in the future that could harm our financial results. In addition, if we finance acquisitions by issuing debt or equity securities, our existing stockholders may be diluted, which could affect the market ~~price of our stock. Acquisitions~~ and~~/or~~ ~~the~~state ~~related~~blue ~~equity~~sky financings could also impact our ability to utilize our NOL carryforwards. As a result, if we fail to properly evaluate acquisitions or investments, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of what we anticipate. Acquisitions frequently involve benefits related to integration of operations. The failure to successfully integrate the operations or to otherwise realize any of the anticipated benefits of the acquisition could seriously harm our financial condition and results of operations. While we believe that we have established appropriate and adequate procedures and processes to mitigate these risks, there is no assurance that these transactions will be successful.laws

19Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws. The holders of our shares of Common Stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTC, investors should consider any secondary market for our securities to be a limited one. We intend to seek coverage and publication of information regarding our Company in an accepted publication which permits a “manual exemption.” This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont, and Wisconsin.

WeAccordingly, ~~also~~our ~~evaluate~~shares ~~from time to time the potential disposition~~ of ~~assets~~Common orStock ~~business~~should ~~that may no longer meet our growth, return and/or strategic objectives. Divestitures have inherent risks, including the possibility that any anticipated sale will~~ be ~~delayed~~considered ortotally ~~will not occur~~illiquid, ~~the~~which ~~potential~~inhibits failure to realize the perceived strategic or financial merits of the divestment, difficulties in the separation of operations, services, information technology, products and personnel, unexpected costs associated with such separation, diversion of managementinvestors’s ~~attention~~ability ~~from other business concerns and potential post-closing claims for alleged breaches of related agreements, indemnification or other disputes. A failure~~ to ~~successfully~~ ~~complete~~resell atheir ~~disposition or to otherwise realize any of the anticipated benefits of a disposition could seriously harm our financial condition and results of operations~~shares.

~~Probable lack of business diversification.~~ 22

~~While~~Penny westock may seek to effect business combinations with more than one target business, it is more probable that we will only have the ability to effect a single business combination, if at all. Accordingly, the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike other entities which may have the resources to complete several business combinations with entities operating in multiple industries or multiple areas of a single industry, it is probable that we will lack the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive, and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and result in our dependency upon the development or market acceptance of a single or limited number of products, processes, or services.regulations

~~Limited~~We ~~ability~~ will be subject to ~~evaluate~~penny stock regulations and restrictions and you may have difficulty selling shares of our Common Stock. The Commission has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our Common Stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the ~~target~~Exchange ~~business~~Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s ~~management~~written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

WeFor ~~cannot~~any ~~assure~~transaction ~~you that~~involving ~~our~~a ~~assessment~~penny ofstock, ~~the~~unless ~~target~~exempt, ~~business’~~the ~~management~~rules ~~will~~require ~~prove~~delivery, prior to beany ~~correct.~~transaction Inin ~~addition~~a penny stock, weof ~~cannot~~a ~~assure~~disclosure ~~you~~schedule ~~that~~prepared by the ~~future management~~Commission ~~will~~relating ~~have~~to the ~~necessary~~penny ~~skills,~~stock ~~qualifications,~~market. orDisclosure ~~abilities~~is also required to ~~manage~~be amade ~~public~~about ~~company~~sales ~~intending~~commissions payable to ~~embark~~both onthe abroker-dealer ~~program~~and ~~of business~~the ~~development~~registered representative and current quotations for the securities. ~~Furthermore~~Finally, ~~the~~monthly ~~future~~statements ~~role~~are ofrequired ~~our~~to ~~director,~~be ifsent ~~any,~~disclosing recent price information for the penny stock held in the ~~target~~account ~~business~~and ~~cannot~~information ~~presently~~on bethe ~~stated~~limited ~~with~~market ~~any certainty~~in penny stock.

~~While~~We itdo isnot ~~possible~~ anticipate that our ~~director~~Common Stock will ~~remain~~qualify ~~associated~~for inexemption ~~some~~from ~~capacity with~~ the ~~Company~~Penny ~~following~~Stock aRule. ~~business~~In ~~combination~~any event, iteven isif ~~unlikely~~our ~~that~~Common ~~she~~Stock ~~will devote~~were ~~her~~exempt ~~full~~from ~~efforts~~the toPenny ~~our~~Stock ~~affairs~~Rule, ~~subsequent~~we would remain subject to aSection 15(b)(6) ~~business~~of ~~combination.~~the ~~Moreover~~Exchange Act, wewhich ~~cannot~~gives ~~assure~~the ~~you~~Commission ~~that~~the ~~our~~authority ~~director~~to ~~will~~restrict ~~have significant~~any ~~experience~~person orfrom ~~knowledge~~participating ~~relating~~in toa ~~the~~distribution ~~operations~~ of penny stock, if the ~~particular~~Commission ~~target~~finds ~~business~~that such a restriction would be in the public interest.

~~Following~~Rule 144 a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge, or experience necessary to enhance the incumbent management.Risks

~~Our~~Sales ~~auditors~~of ~~have expressed~~our ~~substantial~~Common ~~doubt~~Stock ~~about~~under ~~our~~Rule 144 ~~ability~~could toreduce ~~continue~~the asprice aof ~~going~~our ~~concern~~stock. There are 13,465,761,690 issued and outstanding shares of our Common Stock held by affiliates that Rule 144 of the Securities Act defines as restricted securities.

~~Our~~These ~~audited~~shares ~~financial statements~~will ~~for~~be ~~the~~subject ~~years~~to ~~ended~~the ~~December~~resale ~~31,~~restrictions ~~2021~~of ~~and 2020~~Rule 144, ~~were~~should ~~prepared using the assumption that~~ we ~~will~~hereinafter ~~continue~~cease ~~our~~being ~~operations~~deemed as a ~~going~~“shell ~~concern~~company”. ~~Our~~In ~~independent~~general, ~~accountants~~persons inholding ~~their~~restricted ~~audit~~securities, ~~report~~including ~~have~~affiliates, ~~expressed~~must ~~substantial~~hold ~~doubt~~their ~~about~~shares ~~our~~for ~~ability to continue as~~ a ~~going~~ ~~concern.~~period ~~Our operations are dependent on our ability to raise sufficient capital or complete business combination as a result~~ of ~~which~~ weat ~~become~~least ~~profitable.~~nine ~~Our~~months, ~~financial~~may ~~statements do~~ not ~~include~~sell ~~any~~more ~~adjustments~~than ~~that~~1.0% ~~may~~of ~~result from~~ the ~~outcome~~total ofissued ~~this~~and ~~uncertainty. Although~~outstanding weshares ~~have~~in ~~some~~any ~~cash~~90-day ~~on hand~~period, ~~there is not enough cash on hand to fund our administrative expenses~~ and ~~operating~~must ~~expenses~~resell ~~for~~ the ~~next~~ ~~twelve~~shares ~~months.~~in ~~Therefore,~~an weunsolicited ~~may~~brokerage betransaction ~~unable~~at ~~to continue operations in~~ the ~~future~~market ~~as a going concern~~price. IfThe weavailability ~~cannot~~for ~~continue~~sale asof asubstantial ~~viable entity,~~amounts ~~our~~of ~~shareholders~~Common ~~may~~Stock ~~lose~~under ~~some~~Rule 144 orcould ~~all~~reduce ofprevailing ~~their~~market ~~investment~~prices infor ~~the~~our ~~Company’s shares of common stock~~securities.

20No audit or compensation committee

~~The~~Because ~~Company~~we ~~has~~ do not have an audit or compensation committee, stockholders will have to rely on our entire Board of Directors, none of which are independent, to perform these functions. We do not have an audit or compensation committee comprised of independent directors. Indeed, we do not have any audit or compensation committee. These functions are performed by our Board of Directors as a ~~limited~~whole. ~~operating~~No ~~history~~members ~~and~~of ~~limited~~our ~~resources~~Board of Directors are independent directors. Thus, there is a potential conflict in that Board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

~~The~~Security ~~Company’s~~laws operations have been limited to seeking a potential business combination and has had no revenues from operations. Investors will have no basis upon which to evaluate the Company’s ability to achieve the Company’s business objective, which is to effect a merger, capital stock exchange and/or acquire an operating business. The Company will not generate any revenues until, at the earliest, after the consummation of a business combination or acquiring an operating business.exposure

~~Since~~We ~~the~~are ~~Company has~~subject ~~not~~to ~~yet~~compliance ~~selected~~with asecurities ~~target~~laws, ~~business~~which ~~with~~exposes ~~which~~us to ~~complete~~potential aliabilities, ~~business~~including ~~combination,~~potential rescission rights. We may offer to sell our shares of our Common Stock to investors pursuant to certain exemptions from the ~~Company~~registration requirements of the Securities Act, as well as those of various state securities laws. The basis for relying on such exemptions is ~~unable~~factual; tothat ~~ascertain~~is, the ~~merits~~applicability ~~or risks~~of ~~associated~~such ~~with~~exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any ~~particular~~legal ~~business~~opinion to the effect that any such offering would be exempt from registration under any federal or ~~even~~state law. Instead, we may elect to relay upon the ~~broader~~operative ~~target~~facts ~~industry.~~as the basis for such exemption, including information provided by investor themselves.

Since the Company has not yet identified a particular industry or prospective target business, there is no basis for investors to evaluate the possible merits or risks of the target business which the Company may ultimately acquire. If the Company completes a business combination with a financially unstable company or an entity in its development stage, the Company may be affected by numerous risks inherent in the operations of those entities. Although the Company’s management intends to evaluate the risks inherent in a particular industry or target business, the Company cannot assure you that we will properly ascertain or assess all of the significant risk factors. There can be no assurance that any prospective business combination will benefit shareholders or prove to be more favorable to shareholders than any other investment that may be made by shareholders and investors.23

~~Unspecified~~If any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial pre-emption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and ~~unascertainable~~ ~~risks~~operations. Additionally, if we did not in fact qualify for the exemptions upon which we have relied, we may become subject to significant fines and penalties imposed by the Commission and state securities agencies.

~~There~~No iscash no basis for shareholders to evaluate the possible merits or risks of potential business combination. To the extent that the Company effects a business combination with a financially unstable operating company or an entity that is in its early stage of development or growth, the Company will become subject to numerous risks. If the Company effects a business combination with an entity in a high-risk industry, the Company will become subject to the currently unascertainable risks of that industry. Although management will endeavor to evaluate the risks inherent in a particular business or industry, there can be no assurance that management will properly ascertain or assess all such risks that the Company perceived at the time of the consummation of a business combination.dividends

ItBecause iswe ~~likely~~do ~~that the~~not ~~Company’s~~intend ~~current~~to ~~sole~~pay ~~officer~~any ~~and~~cash ~~director~~dividends on our Common Stock, our stockholders will ~~resign~~not ~~upon~~be ~~consummation~~able ofto receive a ~~business~~return ~~combination~~on ~~and~~their ~~the~~shares ~~Company~~unless ~~will~~they ~~have only~~sell ~~limited~~them. ~~ability~~We intend to ~~evaluate~~retain any future earnings to finance the ~~management~~development and expansion of our business. We do not anticipate paying any cash dividends on shares of our Common Stock in the ~~target~~foreseeable ~~business~~future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares of our Common Stock when desired.

~~The~~We ~~Company’s ability to successfully effect a business combination will be dependent upon the efforts of the Company’s management. The future role of management in the target business~~ cannot ~~presently~~assure beyou ~~ascertained. Although it is possible~~ that ~~our management may remain associated with the target business following~~ a ~~business~~market ~~combination, it is likely that only the management of the target business~~ will ~~remain~~continue into ~~place. Although~~develop ~~the~~for ~~Company~~our ~~intends~~Common toStock ~~closely~~or ~~scrutinize~~what the ~~management~~market ofprice ~~a target business in connection with evaluating the desirability~~ of ~~effecting~~our aCommon ~~business~~Stock ~~combination, the Company cannot assure you that the Company’s assessment of management~~ will ~~prove to~~ be ~~correct~~.

~~Dependence~~There onis ~~key personnel~~no assurance that a more active market for our Common Stock will develop as a result of our operation of the businesses of ZXGBVI and its subsidiaries even if we are successful. If a market is not sustained, it may be difficult for you to sell your shares of Common Stock at an attractive price or at all. We cannot predict the prices at which our Common Stock will trade. It is possible that, in future quarters, our operating results may be below the expectations of securities analysts or investors. As a result of these and other factors, the price of our Common Stock may decline or may never become liquid.

~~The~~Our ~~Company~~Chief isExecutive ~~dependent upon~~Officer, ~~the continued services of management~~Mr. ~~To the extent that~~ Chen Ren~~’s services become unavailable~~, ~~the~~and ~~Company~~our ~~will~~major beshareholder, ~~required to~~Mr. ~~obtain~~Jiacheng ~~other~~Tang, ~~qualified~~collectively ~~personnel~~own ~~and~~a ~~there~~majority ~~can~~of beour nooutstanding ~~assurance~~shares ~~that~~of wecommon ~~will~~stock beand ~~able~~could tosignificantly ~~recruit~~influence ~~one~~the oroutcome ~~more~~of ~~qualified~~our ~~persons~~corporate ~~upon acceptable terms~~matters.

~~The~~Mr. ~~Company’s sole~~Chen ~~officer~~Ren, ~~may~~our ~~allocate~~CEO, ~~his~~beneficially ~~time~~owns to29.7% ~~other~~of ~~businesses~~our ~~activities~~outstanding shares of Common Stock, ~~thereby~~and ~~causing~~Mr. ~~conflicts~~Jiacheng Tang, our major shareholder, beneficially owns 28.6% of ~~interest~~our asoutstanding toshares ~~how~~of ~~much~~Common ~~time~~Stock. As a result, Messrs. Chen Ren and Jiacheng Tang are collectively able to ~~devote~~ exercise significant influence over all matters that require us to obtain shareholder approval, including the ~~Company’s~~election ~~affairs~~of director to our board and approval of significant corporate transactions that we may consider, such as a merger or other sale of our company or its assets. This ~~could~~concentration ~~have~~of aownership ~~negative~~in ~~impact~~our onshares ~~the~~by ~~Company~~executive officers will limit other shareholders’s ability to ~~consummate~~influence acorporate ~~business~~matters ~~combination in~~and may have the effect of delaying or preventing a ~~timely~~third ~~manner,~~party iffrom atacquiring ~~all.~~control over us.

~~Chen~~The ~~Ren,~~price ~~the~~of ~~Company’s sole~~our ~~officer~~common ~~and~~stock ~~sole~~may ~~director,~~be isvolatile ~~not~~or ~~required and does not commit her full time to the Company’s affairs, which~~ may ~~result~~decline ~~in a~~regardless ~~conflict~~ of ~~interest~~our inoperating ~~allocating~~performance, ~~her time between the Company’s business~~ and ~~other~~stockholders ~~businesses.~~may ~~The Company does~~ not ~~intend~~be ~~to have~~able ~~any full-time employees prior~~ to ~~the~~resell ~~consummation~~their ~~of a business combination~~shares. ~~Management of the Company is engaged in other business endeavors and Chen Ren is not obligated to contribute any specific number of her hours per week to the Company’s affairs.~~

21The trading price for our common stock has fluctuated since our common stock was first quoted on the OTC marketplace. The market price of our stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

If● ~~management’s~~ actual or anticipated fluctuations in our revenue and other ~~business~~operating ~~affairs~~results; ~~require~~● ~~him~~the tofinancial ~~devote~~projections ~~more~~we ~~time~~may provide to ~~such~~the ~~affairs~~public, itany ~~could~~changes ~~limit~~in ~~his~~these ~~ability~~projections toor ~~devote~~our ~~time~~failure to ~~the~~meet ~~Company’s affairs~~these ~~and~~projections; ~~could~~● ~~have~~actions aof ~~negative~~securities ~~impact~~analysts onwho ~~the~~initiate ~~Company’s~~or ~~ability~~maintain tocoverage ~~consummate~~of aus, ~~business~~changes ~~combination.~~in ~~Furthermore~~financial estimates by any securities analysts who follow our company, weor doour ~~not~~failure ~~have an~~to ~~employment~~meet ~~agreement~~these ~~with~~estimates ~~Chen~~or ~~Ren.~~the expectations of investors;

The Company may be unable to obtain additional financing, if and when required, to complete a business combination or to fund the operations and growth of the business combination target, which could compel the Company to restructure a potential business combination transaction or to entirely abandon a particular business combination. 24

~~The~~● ~~Company~~announcements ~~has~~by ~~not~~us ~~yet identified~~or ~~any~~our ~~prospective~~competitors ~~target~~of ~~business..~~significant Ifproducts, ~~we require funds for a particular business combination~~acquisitions, ~~because~~strategic ~~of the size of the business combination or otherwise~~partnerships, wejoint ~~will be required to seek additional financing~~ventures, ~~which may~~ or ~~may~~capital ~~not~~commitments; be● ~~available~~price ~~a terms~~ and ~~conditions~~volume ~~satisfactory to~~fluctuations ~~the~~in ~~Company, if at all. To~~ the ~~extent~~overall ~~that~~stock ~~additional~~market, ~~financing~~including ~~proves~~as toa beresult ~~unavailable~~of ~~when~~trends ~~and~~in ifthe ~~needed~~economy toas ~~consummate~~ a ~~particular business~~whole; ~~combination,~~● welawsuits ~~would~~threatened ~~be compelled to restructure the transaction~~ or ~~abandon~~filed ~~that~~against ~~particular~~us; ~~business combination~~ and ~~seek~~● ~~an alternative~~other ~~target~~events ~~business~~or ~~candidate. In addition~~factors, ifincluding wethose ~~consummate~~resulting afrom ~~business~~health ~~combination~~pandemics, wewar ~~may require additional financing to fund the operations~~ or ~~growth~~incidents of ~~the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. The Company’s officer~~terrorism, ~~director~~ or ~~shareholders~~responses ~~are not required~~ to ~~provide any~~these ~~financing to us in connection with or after a business combination~~events.

ItIn isaddition, ~~probable that~~ the ~~Company~~stock ~~will~~markets ~~only~~have beexperienced ~~able~~extreme toprice ~~enter~~and ~~into~~volume ~~one~~fluctuations ~~business~~that ~~combination,~~have ~~which~~affected ~~will~~and ~~cause~~continue us to beaffect ~~solely~~the ~~dependent~~market onprices ~~such~~of ~~single~~securities ~~business and~~of amany ~~limited~~companies. ~~number~~Stock prices of ~~products~~many companies have fluctuated in a manner unrelated or ~~services.~~disproportionate to the operating performance of those companies.

ItFuture issales ~~probable~~of ~~that~~substantial ~~the Company~~amounts ~~will~~of ~~enter into a business combination with a single operating business. Accordingly,~~ the ~~prospects~~shares ~~for~~of ~~the~~our ~~Company’s~~Common ~~success may~~Stock beby ~~solely~~existing ~~dependent~~shareholders ~~upon~~could ~~the~~adversely ~~performance~~affect ~~of a single operating business, or dependent upon~~ the ~~development~~price ~~or market acceptance~~ of a ~~single~~our orCommon ~~limited number of products or services~~Stock.

InIf ~~this~~our ~~case,~~existing ~~the~~shareholders ~~Company will~~sell ~~not~~substantial beamounts ~~able~~of tothe ~~diversify~~shares, then the ~~Company’s~~market ~~operations~~price orof ~~benefit~~our ~~from~~Common ~~the~~Stock ~~possible~~could ~~spreading~~fall. ofSuch ~~risks~~sales orby ~~offsetting~~our ofexisting ~~losses, unlike~~shareholders ~~other~~might ~~entities~~make ~~which~~it ~~may~~more ~~have~~difficult ~~the~~for ~~resources~~us to ~~complete~~issue ~~several~~new ~~business~~equity ~~combinations~~or equity-related securities in ~~different~~the ~~industries~~future orat ~~different~~a ~~areas~~ time and place we deem appropriate. If any existing shareholders sell substantial amounts of ashares, ~~single~~the ~~industry~~prevailing market price for our shares could be adversely affected.

~~The Company has limited resources and there is significant competition for business combination opportunities~~ITEM 1B. ~~Therefore,~~UNRESOLVED ~~the~~STAFF ~~Company may not be able to enter into or consummate an attractive business combination.~~ COMMENTS

~~The~~Not Company expects to encounter intense competition from other entities having a business objective similar to the Company’s, including venture capital funds, leveraged buyout funds and operating businesses competing for acquisitionsapplicable. Many of these entities are well established and have extensive experience in identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human, and other resources than the Company does, and the Company’s financial resources are limited when contrasted with those of many of these competitors. While the Company believes that there are numerous potential target businesses that we could acquire, the Company’s ability to compete in acquiring certain sizable target businesses will be limited by the Company’s limited financial resources and the fact that the Company will use its common stock to acquire an operating business. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses.

~~Our present management most likely will not remain after we complete a business combination~~ITEM 2. PROPERTIES

AOur ~~business~~principal ~~combination involving~~executive ~~the~~offices ~~issuance~~are oflocated ~~our~~at ~~common~~Room ~~stock will~~2701, inBlock ~~all likelihood~~A, ~~result~~Zhantao inTechnology ~~the~~Building, ~~shareholders~~Minzhi ofStreet, aShenzhen, ~~private~~Guangdong, ~~company obtaining a controlling interest in us~~China. ~~Any~~The ~~such~~current ~~business~~lease ~~combination~~expires ~~may~~on ~~require~~August 31, ~~our management to sell or transfer all or a portion of the Company’s common stock held and/or have Chen Ren resign as a member of the Board of Directors~~2023. The ~~resulting change in our control would result in a corresponding reduction in or elimination of~~ current ~~management’s~~monthly ~~participation~~rental inis ~~our~~RMB49,040 ~~future~~(approximately ~~affairs~~$7,294).

22As of December 31, 2022, the Company has one operating lease agreements for office space in PRC with remaining lease terms of 8 months.

~~Financing requirements to fund operations associated with reporting obligations under the Exchange Act~~ITEM 3. LEGAL PROCEEDINGS

~~The~~There ~~Company~~are ~~has~~ no ~~revenues and~~legal isproceedings ~~dependent~~material ~~upon the willingness of the Company’s management~~ to ~~fund~~our ~~the~~business ~~costs~~or ~~associated~~financial ~~with~~condition ~~the~~pending ~~reporting obligations under the Exchange Act~~and, ~~other administrative costs associated with the Company’s corporate existence and expenses related~~ to the ~~Company’s business~~best ~~objective. The Company is not likely to generate any revenues until the consummation~~ of aour ~~business combination~~knowledge, atthere ~~the~~are ~~earliest. The~~no ~~Company~~such ~~believes~~legal ~~that~~proceedings wecontemplated ~~will~~or have available sufficient financial resources available from its management to continue to pay accounting and other professional fees and other miscellaneous expenses that may be required until the Company commences business operations following a business combinationthreatened.

~~The~~ITEM 4. ~~Company’s CEO~~MINE ~~and~~SAFETY ~~majority shareholder is in a position to influence certain actions requiring shareholder vote.~~ DISCLOSURE

~~Management~~Not ~~has no present intention to call for an annual meeting of shareholders to elect new directors prior to the consummation of a business combination~~applicable. As a result, our current director will continue in office at least until the consummation of the business combination, subject to the desires of the majority shareholder. If there is an annual meeting of shareholders for any reason, the Company’s management has broad discretion regarding proposals submitted to a vote by shareholders as a consequence of the majority shareholder’s significant equity interest. Accordingly, the Company’s management will continue to exert substantial control at least until the consummation of a business combination.

~~Broad discretion of management.~~ 25

~~Any~~PART person who invests in the Company’s common stock will do so without an opportunity to evaluate the specific merits or risks of any prospective business combination. As a result, investors will be entirely dependent on the broad discretion and judgment of management in connection with the selection of a prospective business combination. There can be no assurance that determinations made by the Company’s management will permit us to achieve the Company’s business objectives.II

~~Reporting~~ITEM 5. ~~requirements may~~MARKET ~~delay~~FOR orCOMMON ~~preclude~~EQUITY aAND ~~business~~RELATED ~~combination.~~STOCKHOLDER MATTERS

~~Sections~~Market 13 and 15(d) of the Exchange Act require companies subject thereto to provide certain information about significant acquisitions, including certified financial statements for the company acquired, covering one, two, or three years, depending on the relative size of the acquisition. The time and additional costs that may be incurred by some target entities to prepare such statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable.Information

~~The~~Our ~~Company~~common ~~will~~stock ~~continue to~~is bequoted ~~required to file quarterly reports~~ on ~~Form~~OTC ~~10-Q~~Pink ~~and~~market ~~annual~~operated ~~reports~~by ~~on Form 10-K, which annual report must contain~~ the ~~Company’s audited~~OTC ~~financial~~Markets ~~statements. As a reporting company~~ under the ~~Exchange~~symbol ~~Act, following any business combination, we will be required to file a report on Form 8-K (a so-called~~ “~~Super 8-K’ wherein we provide “Form 10 information”)~~TGGI.” ~~Audited~~There ~~financial statements~~has ~~must~~been bevery ~~filed~~limited ~~with~~trading ~~the~~in ~~SEC~~our ~~within~~shares ~~five (5) days following the closing~~ of acommon ~~business combination~~stock. ~~While~~We ~~obtaining~~cannot ~~audited~~assure ~~financial statements~~you ~~is typically the responsibility of the acquired company, it is possible~~ that athere ~~potential~~will ~~target company may~~ be a non-reporting company with unaudited financial statements. The time and costs that may be incurred by some potential target companies to prepare such audited financial statements may significantly delay or may even preclude consummation of an ~~otherwise~~active ~~desirable~~market ~~business~~in ~~combination. Acquisition prospects that do not have or are unable to obtain~~ the ~~required~~future ~~audited statements may not be appropriate~~ for ~~acquisition because~~our wecommon ~~are subject to the reporting requirements of the Exchange Act~~stock.

23As of June 13, 2023, there were 22,131,339,996 shares of common stock, par value $0.001 per share issued and outstanding, and there were approximately 66 holders of record of our common stock

~~The Investment Company Act of 1940 creates a situation wherein we would be required to register and could be required to incur substantial additional costs and expenses.~~ Dividends

~~Although~~We wehave ~~will~~never bedeclared ~~subject to~~or ~~regulation~~paid ~~under~~any ~~the~~cash ~~Exchange~~dividends ~~Act,~~on ~~management~~our ~~believes~~common ~~the~~stock. ~~Company~~We ~~will~~anticipate ~~not~~that bewe ~~subject~~will toretain ~~regulation~~any ~~under~~earnings ~~the~~to ~~Investment~~support ~~Company~~operations ~~Act of~~and ~~1940,~~to ~~insofar~~finance asthe wegrowth ~~will~~and ~~not~~development ~~be engaged in the business~~ of ~~investing~~our ~~or trading in securities~~business. ~~The~~Therefore, ~~Company~~we ~~does~~do not ~~believe~~expect ~~that its anticipated principal activities will subject us~~ to ~~the~~pay ~~Investment~~cash ~~Company~~dividends ~~Act of 1940. However,~~ in the ~~event~~foreseeable wefuture. ~~engage~~Any infuture ~~business~~determination ~~combination that~~relating ~~result~~to inour usdividend ~~holding~~policy ~~passive~~will ~~investment~~be ~~interests~~made inat athe ~~number~~discretion of ~~entities,~~our weboard ~~could~~of bedirectors ~~subject~~and towill ~~regulation~~depend ~~under~~on ~~the~~a ~~Investment Company~~number ~~Act~~ of ~~1940.~~factors, Inincluding ~~such~~future ~~event~~earnings, wecapital ~~would~~requirements, befinancial ~~required~~conditions toand ~~register~~future asprospects ~~an investment company~~ and ~~could~~other befactors ~~expected~~the toboard ~~incur~~of ~~significant registration~~directors ~~and~~may ~~compliance~~deem ~~costs~~relevant.

AtWe are a holding company incorporated in the ~~time~~State ~~we do~~of ~~any~~Delaware. ~~business~~We ~~combination~~may rely on dividends from our subsidiaries in China for our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. Our subsidiaries in China are required to set aside at least 10% of after-tax profits each ~~shareholder~~year, ~~will~~if ~~most~~any, ~~likely~~to ~~hold~~fund statutory reserve funds until the accumulative amount of such statutory reserve funds reaches 50% of its registered capital. Upon contribution to the statutory reserve funds using its post-tax profits, a ~~substantially~~PRC ~~lesser~~company ~~percentage~~may ~~ownership~~also make further contribution to the discretionary reserve funds using its post-tax profits in accordance with a resolution of the ~~Company~~shareholders meeting. Where the shareholders or the board of directors of a PRC company violates the provisions of the preceding paragraphs to distribute profits to the shareholders before making up for the losses and contributing to the statutory reserve funds, the shareholders are required to return such distributed profits to the company.

~~Our~~Securities ~~current~~Authorized ~~primary~~for ~~plan of~~Issuance ~~operation~~Under isEquity ~~based~~Compensation upon a business combination with a private concern that, in all likelihood, would result in the Company issuing securities to shareholders of any such private company. The issuance of our previously authorized and unissued common stock would result in reduction in percentage of shares owned by our present and prospective shareholders and may result in a change in our control or in our management.Plans

~~General~~We ~~Economic Risks~~have not adopted or approved an equity compensation plan. No options, warrants or other convertible securities have been granted outside of an approved equity compensation plan.

~~The~~Transfer ~~Company’s~~Agent ~~current~~ and future business objectives and plan of operation are likely dependent, in large part, on the state of the general economy and the current Covid 19 pandemic. A continuation of a pandemic or adverse changes in economic conditions may adversely affect the Company’s business objective and plan of operation. These conditions and other factors beyond the Company’s control include also but are not limited to regulatory changes.Registrar

~~Risks~~The ~~associated~~ transfer agent and registrar for our common stock is Signature Stock Transfer, Inc., with ~~doing~~an ~~business~~address inat ~~China~~16801 Addison Road, Suite #247, Addison, Texas 75001, United States, telephone number is (972) 612-4120.

~~The~~Recent ~~recent~~Sales ~~state government~~of ~~interference~~Unregistered ~~into business activities on U.S. listed Chinese companies may negatively impact our existing and future operations in China.~~Securities

~~Recently,~~Within the ~~Chinese government~~past ~~announced~~two ~~that it would step up supervision of Chinese companies listed offshore. Under the new measures~~years, ~~China~~we ~~will~~have ~~improve regulation~~issued ~~of cross-border data flows~~ and ~~security,~~sold ~~crack down on illegal activity in~~ the ~~securities~~unregistered ~~market and punish fraudulent~~ securities ~~issuance,~~ ~~market~~set ~~manipulation~~forth ~~and~~in insider trading. China will also check sources of funding for securities investment and control leverage ratios. The CAC has also opened a cybersecurity probe into several U.S.-listed tech giants focusing on anti-monopoly, financial technology regulation and more recently, with the ~~passage~~table ~~of the Data Security Law, how companies collect, store, process and transfer data~~below.

WeShares ~~currently~~Outstanding doas not, and we do not plan to acquire any variable interest entities to execute our business plan or to conduct our China-based operations. However, because following our tentative acquisition, our operations are to be conducted in China and our major shareholders will possibly be located in China, there is always a risk that the Chinese government may in the future seek to intervene or influence operations of ~~any~~Second ~~company with~~Most ~~any~~Recent ~~level~~Fiscal ofYear operations in China, including its ability to offer securities to investors, list its securities on a U.S. or other foreign exchange, conduct its business or accept foreign investment. In light of China’s recent announcements, there are risks and uncertainties which we cannot foresee for the time being, and rules and regulations in China can change quickly with little or no advance notice. The Chinese government may intervene or influence the Company or the subsidiaries current and future operations in China at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes ourselves.End:

IfOpening any or all of the foregoing were to occur, this could lead to a material change in the Company’s operations and/or the value of its common stock and/or significantly limit or completely hinder its ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.Balance

24Date: December 31, 2020

~~Uncertainties~~Preferred: ~~with respect to the PRC legal system~~220, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in laws and regulations in China could adversely affect us and limit the legal protections available to you and us.000

~~Our~~Common: ~~operating subsidiaries are incorporated under and governed by the laws of the PRC. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference~~8, ~~but have limited precedential value. In 1979~~665, ~~the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general~~578, such as foreign investment, corporate organization and governance, commerce, taxation and trade. As a significant part of our business is conducted in China, our operations are principally governed by PRC laws and regulations. However, since the PRC legal system continues to evolve rapidly, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties, which may limit legal protections available to us. Uncertainties due to evolving laws and regulations could also impede the ability of a China-based company, such as our company, to obtain or maintain permits or licenses required to conduct business in China. In the absence of required permits or licenses, governmental authorities could impose material sanctions or penalties on us. In addition, some regulatory requirements issued by certain PRC government authorities may not be consistently applied by other PRC government authorities (including local government authorities), thus making strict compliance with all regulatory requirements impractical, or in some circumstances impossible. For example, our PRC subsidiary may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract. However, since PRC administrative and court authorities have discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to predict the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have retroactive effect. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations.306

Furthermore, if China adopts more stringent standards with respect to environmental protection or corporate social responsibilities, following our tentative acquisition, we may incur increased compliance costs or become subject to additional restrictions in our operations. Intellectual property rights and confidentiality protections in China may also not be as effective as in the United States or other countries. In addition, we cannot predict the effects of future developments in the PRC legal system on our business operations, including the promulgation of new laws, or changes to existing laws or the interpretation or enforcement thereof. These uncertainties could limit the legal protections available to us and our investors, including you. Moreover, any litigation in China may be protracted and result in substantial costs and diversion of our resources and management attention.26

The PRC government has significant oversight and discretion over the conduct of our business and may intervene or influence our operations as the government deems appropriate to further regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely affect our business, financial condition and results of operations. Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over securities offerings and other capital markets activities that are conducted overseas and foreign investment in China-based companies. Any such intervention in or influence on our business operations or action to exert more oversight and control over securities offerings and other capital markets activities, once taken by the PRC government, could adversely affect the business, financial condition and results of operations and the value of China-based companies, or significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless.

Date of Transaction

Transaction type (e.g. new issuance, cancellation, shares returned to treasury)

Number of Shares Issued (or cancelled)

Class of Securities

Value of shares issued ($/per share) at Issuance

Were the shares issued at a discount to market price at the time of issuance? (Yes/No)

Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).

Reason for share issuance (e.g. for cash or debt conversion)

-OR- Nature of Services Provided

Restricted or Unrestricted as of this filing.

Exemption or Registration Type.

03/03/22

Conversion

102,000 Series AA Preferred Stock converted to Common Stock

Series AA Preferred Stock and Common Stock

Chen Ren

Conversion from Series AA Preferred Stock

Restricted

Section 4(a)(2)

03/03/22

Conversion

98,000 Series AA Preferred Stock converted to Common Stock

Series AA Preferred Stock and Common Stock

Jiacheng Tang

Conversion from Series AA Preferred Stock

Restricted

Section 4(a)(2)

08/08/22

Exchange

1,465,761,690 common stock exchanged for the acquisition of ZXGBVI

Common Stock

Southsea Global Limited

Restrict

Restricted

144 Exempt

25Shares Outstanding on Date of This Report:

AEnding ~~severe or prolonged downturn in the global or Chinese economy could materially and adversely affect our business and our financial condition.~~Balance

~~Although~~Date: ~~the Chinese economy has grown steadily in the past decade~~December 31, there is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the People’s Bank of China and financial authorities of some of the world’s leading economies, including the United States and China. There have been concerns over unrest and terrorist threats in the Middle East, Europe and Africa, which have resulted in volatility in oil and other markets. There have also been concerns on the relationship among China and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the global or Chinese economy may materially and adversely affect our business, results of operations and financial condition.2022

WeCommon: ~~face risks related to health epidemics such as the COVID-19 coronavirus outbreak originated in Wuhan city at the end of 2019~~22, ~~and other outbreaks~~131, ~~which has significantly disrupted our operations and may continue to adversely affect our business~~339, ~~financial condition and results of operations.~~996

~~Our~~Preferred: business has been significantly disrupted and may continue to be materially and adversely affected by health epidemics such as the COVID-19 coronavirus outbreak originated in Wuhan city at the end of 2019 and other outbreaks affecting the PRC. Our business operations depend on China’s overall economy and demand for our services20, which could be disrupted by health epidemics. As of April 2020, the outbreak in China has been generally stabilized, however large-scale offline activities are not yet permitted by the government in some cities as of the date of this registration statement. A new Delta COVID-19 had been found in certain cities in PRC in the second quarter of 2021, such coronavirus may cause another outbreak which increased the inherent risk and disruption to businesses. We expect the aforementioned negative impact on our potential subsidiaries to gradually mitigate in the coming seasons when the outbreak becomes more stabilized in China and other regions in the world. However, there remains much uncertainty as to what extent the impact could have on our long-term business outlook as a prolonged outbreak could significantly affect the Chinese economy and decrease the demand for our services, which could lead to more disruptions to our operations and adversely affect our financial condition and results of operations.000

~~Changes~~Purchases inof ~~U.S. and~~Equity ~~international~~Securities ~~trade~~by ~~policies,~~the ~~particularly~~Issuer ~~with regard to China, may adversely impact our business~~ and ~~operating~~Affiliated ~~results.~~Purchasers

~~The U~~None.S. government has recently made statements and taken certain actions that may lead to potential changes to U.S. and international trade policies, including recently- imposed tariffs affecting certain products manufactured in China. It is unknown whether and to what extent new tariffs (or other new laws or regulations) will be adopted, or the effect that any such actions would have on us. If any new tariffs, legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or, in particular, if the U.S. government takes retaliatory trade actions due to the recent U.S.-China trade tension, such changes could have an adverse effect on our business, financial condition, results of operations.

~~Changes in China’s economic, political or social conditions or government policies may have a material adverse effect on our business and operations~~ITEM 6. [Reserved]

Our business, financial condition, results of operations and prospects have been and will be influenced to a significant degree by political, economic and social conditions in China generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.27

26ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR RESULTS OF OPERATIONS

~~While~~The ~~the~~following ~~Chinese~~discussion ~~economy has~~should ~~experienced~~be ~~significant~~read ~~growth~~in ~~over~~conjunction ~~past~~with ~~three~~our ~~decades,~~financial ~~growth has been uneven~~statements, ~~both~~including ~~geographically and among various sectors of~~ the ~~economy.~~ ~~Any~~notes ~~adverse changes in economic conditions in China~~thereto, inappearing ~~the~~elsewhere ~~policies of the Chinese government or~~ in ~~the~~this ~~laws~~Report. ~~and~~The ~~regulations in~~following ~~China~~discussion ~~could~~contains ~~have~~forward-looking astatements ~~material~~that ~~adverse~~reflect ~~effect on the overall economic growth of China. Such developments could adversely affect~~ our ~~business and operating results~~plans, ~~lead~~estimates ~~to a reduction in demand for our products~~ and ~~adversely affect our competitive position~~beliefs. ~~The~~Our ~~Chinese~~actual ~~government has~~results ~~implemented~~could ~~various~~differ ~~measures~~materially tofrom ~~encourage~~those ~~economic~~discussed ~~growth~~in ~~and guide~~ the ~~allocation~~forward- oflooking ~~resources~~statements. ~~Some~~Factors ofthat ~~these~~could ~~measures~~cause ~~may~~or ~~benefit the~~contribute ~~overall~~to ~~Chinese~~such ~~economy~~differences include, but ~~may~~are ~~have~~not alimited ~~negative~~to ~~effect~~those ondiscussed usbelow ~~acquiring PRC subsidiaries. For example, our financial condition~~ and ~~results~~ ofelsewhere ~~operations of PRC subsidiaries may be adversely affected by government control over capital investments or changes~~ in ~~tax~~this ~~regulations~~Report. In ~~addition,~~Our inaudited ~~the~~financial ~~past~~statements ~~the~~are ~~Chinese~~stated ~~government~~in ~~has~~United ~~implemented~~States ~~certain~~Dollars ~~measures,~~and ~~including~~are ~~interest~~prepared ~~rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity~~ in ~~China,~~accordance ~~which~~with ~~may~~United ~~adversely~~States ~~affect~~Generally ~~our~~Accepted ~~business~~Accounting ~~and operating results~~Principles.

~~The~~Trans ~~PRC~~Global ~~legal~~Group, ~~system is~~Inc. a(the ~~civil~~“Company”) ~~law~~was ~~system~~incorporated ~~based~~in onthe ~~written~~State ~~statutes.~~of ~~Unlike~~Delaware ~~the~~on ~~common~~December 31, ~~law~~1993 ~~system~~as Teletek, ~~prior~~Inc. ~~court~~On ~~decisions~~October, ~~under~~2007, the ~~civil~~Company ~~law~~changed ~~system~~its ~~may~~name ~~be cited~~to ~~for~~Trans ~~reference~~Global ~~but~~Group, ~~have~~Inc., ~~limited~~its ~~precedential~~current ~~value~~name. ~~Therefore~~We conduct our business through our PRC subsidiary, ~~the~~“Shenzhen ~~Company’s~~Zui ~~susceptibility~~Xian toGui ~~such~~Brewery ~~laws~~Technology Limited” (“ZXGSZ”), which is ~~unknown~~a wine distribution and retail sales company based in Guangdong, China.

In“Zui ~~1979,~~Xian ~~the~~Gui ~~PRC government began to promulgate a comprehensive system of laws~~醉仙归”, ~~rules and regulations governing economic matters in general. The overall effect of legislation over~~ the ~~past~~brand ~~three~~name ~~decades~~was ~~has~~founded ~~significantly~~by ~~enhanced the protections afforded to various forms of foreign investment in China~~Mr. ~~However~~Ren Chen, ~~China has not developed~~ a ~~fully~~famous ~~integrated~~singer ~~legal system,~~ and ~~recently~~post-80s ~~enacted~~entrepreneur. ~~laws,~~He ~~rules~~insisted ~~and~~on ~~regulations~~building ~~may~~Chinese ~~not~~flavored ~~sufficiently cover~~liquor ~~all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory agencies. In particular, because these laws, rules~~ and ~~regulations~~a ~~are~~Chinese ~~relatively~~liquor ~~new~~culture, ~~and~~building ~~because of~~ the ~~limited~~brand ~~number~~with ofspecial ~~published~~quality ~~decisions~~ and ~~the~~multi ~~nonbinding~~liquor ~~nature of such decisions~~culture, and ~~because~~striving ~~the laws, rules and regulations often give the relevant regulator significant discretion in how~~ to ~~enforce~~create ~~them,~~a ~~the~~healthy ~~interpretation~~ and ~~enforcement~~good ofwine ~~these~~belonging ~~laws,~~to ~~rules~~China and ~~regulations~~the ~~involve uncertainties and can be inconsistent and unpredictable~~world. InWe ~~addition,~~are ~~the~~principally ~~PRC~~engaged ~~legal system is based~~ in ~~part~~the ondistribution ~~government policies~~ and ~~internal~~retail ~~rules, some~~ of ~~which~~the ~~are~~liquor ~~not~~for ~~published~~the onChina ~~a timely basis or at all~~market, ~~and~~through ~~which~~online ~~may have a retroactive effect. As a result, we may not be aware of our violation of these policies~~ and ~~rules~~offline ~~until after the occurrence of the violation~~channels.

~~Any~~Results ~~administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion~~ of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may materially and adversely affect our business, financial condition and results of operations.Operations

We may be subject to liability for placing advertisements with content that is deemed inappropriate or misleading under PRC laws.

	Year ended December 31,
	2022			2021			2022 vs 2021
Revenue	$	428,991		$	-		$	428,991
Cost of revenue		(111,389	)		-			(111,389	)
Gross profit		317,602			-			317,602
Gross profit margin		74	%		-	%		100	%

Operating expenses		(2,147,273	)		(48,938	)		(2,098,335	)
Other income, net		3,691			-			3,691
Income tax expenses		(2,138	)		-			(2,138	)
Net loss	$	(1,828,118	)	$	(48,938	)	$	(1,779,180	)

Under PRC advertising, pricing and anti-unfair competition laws and regulations, we are obligated to monitor our advertising and promotional content to ensure that such content is true and accurate and in full compliance with applicable laws and regulations. For example, the PRC Pricing Law provides that an operator is prohibited from using false or misunderstanding pricing methods to induce consumers or other operators into trading with it. In addition, education or training advertisement are further prohibited from containing content such as guarantee for passing of examination or the effect of education or training, recommendation and/or endorsement by scientific research institutes, academic institutions, educational organizations, industry associations, professionals or beneficiaries using their name or image. Violation of these laws and regulations may subject us to penalties, including fines, confiscation of our advertising income, orders to cease dissemination of the advertisements and orders to publish an announcement correcting the misleading information. In circumstances involving serious violations by us, PRC government authorities may force us to terminate our advertising operations.Revenues

~~Relevant~~Revenue ~~PRC~~was ~~regulatory authorities have significant discretion in interpreting and implementing the advertising~~$428,991 ~~pricing~~for ~~and anti-unfair competition. We cannot assure you that all~~ the ~~content~~year ~~contained~~ended ~~in our advertisements is true and accurate as required by~~December 31, ~~and complies in all aspects with~~2022, ~~the~~ ~~advertising,~~reflecting ~~pricing~~an ~~and~~increase ~~anti-unfair~~of ~~competition laws and regulations~~$428,991 wefrom ~~also~~nil ~~cannot~~for ~~assure~~the ~~you~~year ~~that~~ended ~~we can rectify such content which is deemed not in compliance with such laws and regulations in a timely manner or at all~~December 31, ~~especially given the uncertainty in the interpretation of these PRC laws and regulations~~2021. IfThe weincrease ~~are~~was ~~found~~due to bethe inCompany’s ~~violation~~continued ofefforts ~~applicable PRC advertising laws and regulations, we may be subject~~ to ~~penalties~~increase ~~and~~the ~~our~~sales ~~reputation~~of ~~may~~beverages bein ~~harmed,~~connection ~~which~~with ~~may~~the ~~negatively~~acquisition ~~affect~~of ~~our~~ZXGBVI ~~business,~~at ~~financial condition~~June 30, ~~results of operations and prospects~~2022.

27Cost of Revenues

~~Our~~Cost ~~PRC~~of ~~subsidiary may~~revenue bewas ~~liable~~$111,389 for ~~improper~~the ~~collection~~year ended December 31, ~~use~~2022, orreflecting ~~appropriation~~an increase of ~~personal~~$111,389 ~~information~~from ~~provided~~nil byfor ~~our~~the ~~customers~~year ended December 31, 2021. The increase was mainly due to the increase in sales of beverages in connection with the acquisition of ZXGBVI at June 30, 2022.

~~According~~Gross to the applicable PRC laws and regulations in relation to cybersecurity and data security, data processing includes, in a broad sense, among others, the collection or access, processing, transmission and related data activities. Based on applicable PRC laws and regulations, there is no exact or clear definition of “data processing”.Profit

~~The~~Gross ~~PRC~~profit ~~Criminal~~was ~~Law~~$317, as602 ~~amended by its Amendment 7 (effective on February 28, 2009)~~ and ~~Amendment~~nil 9 (effective on November 1, 2015), prohibits institutions, companies and their employees from selling or otherwise illegally disclosing a citizen’s personal information obtained during the course of performing duties or providing services or obtaining such information through theft or other illegal ways. On November 7, 2016, the Standing Committee of the PRC National People’s Congress issued the Cyber Security Law of the PRC, or Cyber Security Law (《中华人民共和国网络安全法》), which became effective on June 1, 2017. Pursuant to the Cyber Security Law, network operators must not, without users’ consent, collect their personal information, and may only collect users’ personal information necessary to provide their services. Providers are also obliged to provide security maintenance for ~~their products and services and shall comply with provisions regarding~~ the ~~protection of~~years ~~personal~~ended ~~information as stipulated under the relevant laws and regulations. The Civil Code of the PRC (issued by the PRC National People’s Congress on May 28~~December 31, ~~2020~~2022 and ~~effective from January 1,~~ 2021~~) provides main legal basis for privacy and personal information infringement claims under the Chinese civil laws. PRC regulators~~, ~~including the CAC, MIIT, and the Ministry of Public Security have been increasingly focused on regulation in the areas of data security and data protection~~respectively. ~~The~~Gross ~~PRC~~profit ~~regulatory~~margin ~~requirements~~increased ~~regarding~~to ~~cybersecurity~~100% ~~are~~for ~~constantly evolving. For instance, various regulatory bodies in China, including~~ the ~~CAC,~~year ~~the~~ended ~~Ministry of Public Security and the SAMR, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations. On~~ December 28 31, ~~2021, the CAC, published the Cybersecurity Review Measures (2021), which will come into effect on February 15,~~ 2022 ~~and~~from ~~replace~~nil the current Cybersecurity Review Measures (2020). The Cybersecurity Review Measures (2021) proposes the following key changes: (i) companies who are engaged in data processing are also subject to the regulatory scope; (ii) the CSRC is included as one of the regulatory authorities for ~~purposes of jointly establishing~~ the ~~state~~corresponding ~~cybersecurity~~period ~~review working mechanism; (iii) the operators (including both operators of critical information infrastructure and relevant parties who are engaged~~ in ~~data~~2021 ~~processing)~~primarily ~~holding~~due personal information of more than one million users and seeking a listing outside China shall file for cybersecurity review with the Cybersecurity Review Office; and (iv) the risks of core data, material data or large amounts of personal information being stolen, leaked, destroyed, damaged, illegally used or transmitted to ~~overseas parties and~~ the ~~risks~~acquisition of ~~critical~~ZXGBVI ~~information~~at ~~infrastructure~~June 30, core data, material data or large amounts of personal information being influenced, controlled or used maliciously shall be collectively taken into consideration during the cybersecurity review process2022.

If our PRC subsidiaries to be acquired are deemed to be a critical information infrastructure operator or a company that is engaged in data processing and holds personal information of more than one million users, we could be subject to PRC cybersecurity review. As there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations, we cannot assure you that we would not be subject to such cybersecurity review requirement, and if so, that we would be able to pass such review in relation to this registration. In addition, we could become subject to enhanced cybersecurity review or investigations launched by PRC regulators in the future. Any failure or delay in the completion of the cybersecurity review procedures or any other non-compliance with the related laws and regulations may result in fines or other penalties, including suspension of business, website closure, removal of our app from the relevant app stores, and revocation of prerequisite licenses, as well as reputational damage or legal proceedings or actions against us, which may have material adverse effect on our business, financial condition or results of operations.28

~~The~~Operating PRC governmental authorities have promulgated, among others, the Personal Information Protection Law of the People’s Republic of China（《中华人民共和国个人信息保护法》）, Data Security Law of the People’s Republic of China（《中华人民共和国数据安全法》） and Cybersecurity Review Measures (《网络安全审查办法》) to ensure cyber security, data and personal information protection. Recently, the CAC had further proposed the Measures for the Security Assessment for Cross-border Transfer of Data (Exposure Draft)（《数据出境安全评估办法（征求意见稿）》）(the “Exposure Draft”) and the Administration Regulations on Cyber Data Security (Draft for Comments) (《网络数据安全管理条例（征求意见稿）》) (the “Draft Regulation”) for public comments, which provided guidance on the cross-border data transmission and potential cybersecurity review scope.Expenses

28Operating expenses totalled $2,147,273 for the year ended December 31, 2022, reflecting an increase of $2,098,335 from $48,938 for the year ended December 31, 2021. The increase was primarily due to the increase in sales & marketing expenses and the professional expense incurred in 2022 in connection with the acquisition of ZXGBVI at June 30, 2022.

~~Any~~Net failure to prevent or mitigate security breaches, cyber-attacks or other unauthorized access to our systems or disclosure of our customers’ data, including their personal information, could result in loss or misuse of such data, interruptions to our service system, diminished customer experience, loss of customer confidence and trust, impairment of our technology infrastructure, and harm our reputation and business, resulting in significant legal and financial exposure and potential lawsuits and could cause the value of such securities to significantly decline or be worthless. In addition, any violation of the provisions and requirements under relevant laws and regulations with respect to cyber security, data security and personal information protection may lead to rectifications, warnings, fines, confiscation of illegal gains, suspension of the related business, revocation of licenses, cancellation of qualifications being entered into the relevant credit record or even criminal liabilities.Loss

AsNet ~~for~~loss ~~the~~totalled ~~draft~~$1,828,118 ~~measures (including~~for the ~~Exposure~~year ~~Draft~~ended ~~and~~December 31, ~~the~~2022, ~~Draft~~reflecting ~~Regulation)~~an ~~issued~~increase byof ~~CAC recently~~$1,779,180 ~~since the relevant government authorities are still seeking comments on the Exposure Draft and the Draft Regulation~~ from the ~~public~~net asloss of ~~the date of this submission~~$48,938 ~~the~~for ~~Exposure Draft and~~ the ~~Draft~~ ~~Regulation~~year ~~(especially~~ended ~~its~~December 31, ~~operative~~2021. ~~provisions)~~The ~~and~~increase ~~their~~was ~~anticipated~~primarily ~~adoption~~due ~~or effective date are subject~~ to ~~further~~the ~~changes with~~professional ~~substantial~~expense ~~uncertainty.~~incurred Wein ~~will~~2022 ~~continue~~in toconnection ~~pay~~with ~~close attention to~~ the ~~legislative~~acquisition ~~and~~of ~~regulatory~~ZXGBVI ~~developments~~at inJune 30, ~~data~~2022 ~~security~~ and ~~comply with~~ the ~~latest~~amortization ~~regulatory~~of ~~requirements~~intangible assets.

~~The~~Liquidity ~~approval~~and ~~of the~~Capital ~~CSRC or other PRC regulatory agencies may be required under PRC law.~~Resources

~~The~~Working Regulations on Mergers of Domestic Enterprises by Foreign Investors, or the M&A Rules, purport to require offshore special purpose vehicles that are controlled by PRC companies or individuals and that have been formed for the purpose of seeking a public listing on an overseas stock exchange through acquisitions of PRC domestic companies or assets to obtain CSRC approval prior to publicly listing their securities on an overseas stock exchange. The interpretation and application of the regulations remain unclear. If CSRC approval is required, it is uncertain how long it will take for us to obtain such approval, and any failure to obtain or a delay in obtaining CSRC approval for this registration may subject us to sanctions imposed by the CSRC and other PRC regulatory agencies.Capital

As advised by our PRC legal counsel, based on its understanding of the PRC Laws and the Company’s corporate structure up to the date of this Registration, it is of the opinion that the Company is not required to apply for the CSRC approval prescribed under the M&A Rules in connection with the Registration. However, there remains uncertainty as to how the M&A Rules will be interpreted or implemented in the context of an overseas registration which is identical or similar to the Registration, and the opinions summarized above will be subject to any new PRC laws, rules and regulations or detailed implementations and interpretations in any form relating to overseas listing of SPVs like the Company. We cannot assure you that relevant PRC government agencies, including the CSRC, would reach the same conclusion as our PRC legal counsel.

	Year ended December 31,
	2022			2021			2022 vs 2021
Total current assets	$	268,495		$	-		$	268,495
Total current liabilities		(1,196,026	)		(78,170	)		(1,117,856	)
Working capital	$	(927,531	)	$	(78,170	)	$	(849,361	)

~~Furthermore,~~As onof ~~July 6~~December 31, ~~2021~~2022, ~~the~~we ~~General~~had ~~Office~~working ofcapital ~~the~~deficit ~~Communist Party~~ of ~~China Central Committee and the General Office of the State Council jointly promulgated the Opinions on Strictly Cracking Down on Illegal Securities Activities in Accordance with the Law~~$927,531 ~~pursuant~~as tocompared ~~which PRC regulators are required~~ to ~~accelerate~~working ~~rulemaking~~capital ~~related~~deficit ~~to overseas issuance and listing~~ of ~~securities~~$78,170 ~~and~~as ~~improvement~~of ~~to the laws and regulations related to data security~~December 31, ~~cross-border data flow, and management of confidential information~~2021. ~~Numerous~~The ~~regulations,~~increasing ~~guidelines~~in ~~and~~working ~~other measures~~capital ~~have~~deficit ~~been~~was ormainly ~~are~~reflected ~~expected to be adopted under the umbrella of or~~ in ~~addition to~~ the ~~Cybersecurity~~accounts ~~Law~~payable and ~~Data~~customer ~~Security~~advances. ~~Law, including~~The ~~(i)~~Company’s ~~the~~net ~~draft~~loss ~~Measures~~was ~~for the Security Assessment for Cross-border Transfer of Personal Information published by the CAC~~$1, ~~in 2019~~828,118 ~~which~~and ~~may~~$48,938 ~~upon~~for ~~enactment, require security review before transferring personal information out of China, and (ii)amendment to~~ the ~~Cybersecurity~~ ~~Review~~years ~~Measures~~ended ~~published in~~ December ~~2021~~ 31, ~~which~~2022 ~~provides~~and ~~that~~2021, ~~among~~respectively. ~~others,~~As ~~an application for cyber security review shall be made by an issuer who is~~ a critical information infrastructure operator or a data processing operator as defined therein before such issuer’s listing in a foreign country if the issuer possesses personal information of more than one million usersresult, ~~and~~we ~~that the~~depend ~~relevant~~substantially ~~governmental~~on ~~authorities~~our inprevious ~~the~~financing ~~PRC~~activities ~~may~~to ~~initiate~~provide ~~cybersecurity~~us ~~review~~with if such governmental authorities determine an operator’s cyber products or services, data processing or potential listing in a foreign country affect or may affect national security. As there are still uncertainties regarding the ~~interpretation~~liquidity and ~~implementation~~capital ofresources ~~such regulatory guidance,~~ we ~~cannot~~need ~~assure you that we will be able~~ to ~~comply~~meet ~~with~~our ~~new~~working ~~regulatory~~capital requirements ~~relating~~and to ~~our~~make ~~future overseas~~ capital ~~raising~~investments ~~activities~~in ~~and~~connection ~~our~~with ~~tentative~~ongoing ~~PRC~~operations. ~~subsidiary may~~The ~~become~~Company ~~subject~~expects toits ~~more~~current ~~stringent~~capital ~~requirements~~resources ~~with respect~~ to ~~matters~~meet ~~including~~our ~~data~~basic ~~privacy,~~operating ~~and~~requirements ~~cross-border~~for ~~investigation~~approximately ~~and~~twelve ~~enforcement of legal claims~~months.

29Cash Flows

In addition, on December 24, 2021, the CSRC issued the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (Draft for Comments) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments), both of which have a comment period that expires on January 23, 2022. The Draft Rules Regarding Overseas Listing lay out the filing regulation arrangement for both direct and indirect overseas listing, and clarify the determination criteria for indirect overseas listing in a foreign exchange. The Draft Rules Regarding Overseas Listing stipulate that the Chinese-based companies, or the issuer, shall fulfill the filing procedures within three working days after the issuer makes an application for initial public offering and listing in an overseas market. The required filing materials for an initial public offering and listing shall include but not limited to: record-filing report and related undertakings; regulatory opinions, record-filing, approval and other documents issued by competent regulatory authorities of relevant industries (if applicable); and security assessment opinion issued by relevant regulatory authorities (if applicable); PRC legal opinion; and prospectus. In addition, an issuer who issues overseas listed securities after initial public offering overseas shall, within three working days after the completion of the issuance, submit required filing materials to the CSRC, including but not limited to: filing report and relevant commitment; and domestic legal opinion. Furthermore, an overseas offering and listing is prohibited under any of the following circumstances: (1) if the intended securities offering and listing is specifically prohibited by national laws and regulations and relevant provisions; (2) if the intended securities offering and listing may constitute a threat to or endangers national security as reviewed and determined by competent authorities under the State Council in accordance with law; (3) if there are material ownership disputes over the equity, major assets, and core technology, etc. of the issuer; (4) if, in the past three years, the domestic enterprise or its controlling shareholders or actual controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive to the order of the socialist market economy, or are currently under judicial investigation for suspicion of criminal offenses, or are under investigation for suspicion of major violations; (5) if, in past three years, directors, supervisors, or senior executives have been subject to administrative punishments for severe violations, or are currently under judicial investigation for suspicion of criminal offenses, or are under investigation for suspicion of major violations; (6) other circumstances as prescribed by the State Council. The Draft Administration Provisions defines the legal liabilities of breaches such as failure in fulfilling filing obligations or fraudulent filing conducts, imposing a fine between RMB 1 million and RMB 10 million, and in cases of severe violations, a parallel order to suspend relevant business or halt operation for rectification, revoke relevant business permits or operational license.

	Year ended December 31,
	2022			2021			2022 vs 2021
Cash flows used in operating activities	$	(159,200	)	$	(48,170	)	$	(111,030	)
Cash flows provided by investing activities		51,222			-			51,222
Cash flows provided by financing activities		120,358			48,170			72,188
Effect of exchange rate changes on cash and cash equivalents		(5,244	)		-			(5,244	)
Net changes in cash and cash equivalents	$	7,136		$	-		$	7,136

AtCash ofFlow ~~the date of this Registration Statement, the Draft Rules Regarding Overseas Listings have not been promulgated, and we have not been required to obtain permission or filing~~ from ~~the~~Operating PRC government authorities for any of our offerings. However, there is uncertainty in connection with whether we are required to obtain permissions or filing from the PRC government authorities with respect of our operations and/or offering once we have acquired our target PRC subsidiaries. In the event that the Draft Rules Regarding Overseas Listing take effect, we or any of our subsidiaries may be subject to the filing and compliance requirements, we cannot assure you that any of us will be able to receive clearance of such filing requirements in a timely manner, or at all. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer our securities, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause our securities to significantly decline in value or become worthless.Activities

30Cash flow used in operating activities for the year ended December 31, 2022 was $159,200 as compared to the amount of $48,170 used in operating activities for the year ended December 31, 2021, reflecting an increment of $111,030. The increase in net cash provided by operating activities was mainly due to the acquisition professional fee of ZXGBVI, and customers advanced.

Notwithstanding the foregoing, as of the date of this registration statement, except as disclosed in the “Risk Factor” section - Risks relating to PRC laws and regulations with respect to foreign exchange”, there are no PRC laws and regulations in force explicitly requiring that we obtain any permission from PRC authorities to issue securities to foreign investors, and we have not received any inquiry, notice, warning, sanction or any regulatory objection to this registration from the CSRC, the CAC or any other PRC authorities that have jurisdiction over our operations. Our PRC legal counsel has advised us that, based on the above and its understanding of the current PRC laws and regulations, as of the date of this registration statement, we are not required to submit an application to the CSRC, the CAC for the approval of this registration. However, our PRC legal counsel has further advised us there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities registration and other capital markets activities. If it is determined in the future that CSRC, the CAC or other approval were required for this registration, our PRC subsidiary may face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in China via tentative PRC subsidiaries, limit our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds from this registration into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of the Stocks. The CSRC, the CAC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this registration before settlement and delivery of the Stocks. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. In addition, if the CSRC, the CAC or other regulatory agencies later promulgate new rules requiring that our PRC subsidiary obtaining their approvals for this registration, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on our business and operating results.29

~~Any~~Cash ~~PRC~~Flow ~~subsidiary we~~from ~~acquire~~Investing may be subject to additional contributions of social insurance and housing fund and late payments and fines imposed by relevant governmental authorities. Non-compliance with labor-related laws and regulations of the PRC may have an adverse impact on our financial condition and results of operation.Activities

InCash ~~accordance~~flow ~~with~~provided ~~the PRC~~by ~~Social~~investing ~~Insurance~~activities ~~Law~~was ~~and~~$51,222 ~~the~~for ~~Regulations on~~ the ~~Administration~~year ofended ~~Housing Fund and other relevant laws and regulations~~December 31, ~~China establishes a social insurance system and other employee benefits including basic pension insurance~~2022, ~~basic~~compared ~~medical~~to ~~insurance, work-related injury insurance, unemployment insurance, maternity insurance, housing fund, and a handicapped employment security fund, or collectively~~ the ~~Employee~~ ~~Benefits.~~cash Anflow ~~employer shall pay the Employee Benefits for its employees in accordance with the rates~~ provided ~~under relevant regulations and shall withhold the social insurance and other Employee Benefits that should be assumed~~ by ~~the~~investing ~~employees.~~activities ~~For~~of ~~example, an~~nil ~~employer~~for ~~that has not made social insurance contributions at a rate and based on an amount prescribed by~~ the ~~law,~~year orended ~~at all~~December 31, ~~may be ordered to rectify the non-compliance and pay the required contributions within a stipulated deadline and be subject to a late fee of up to 0~~2021.~~05%~~ orThe ~~0.2%~~increase ~~per~~in ~~day,~~net ascash ~~the~~flow ~~case~~used ~~may~~in ~~be.~~investing Ifactivities ~~the~~was ~~employer~~mainly ~~still~~due ~~fails~~ to ~~rectify~~ the ~~failure~~proceeds tofrom ~~make social insurance contributions within~~ the ~~stipulated~~acquisition ~~deadline, it may be subject to a fine ranging from one to three times~~ of ~~the~~ZXG ~~amount~~Holdings ~~overdue~~Limited.

AsCash ~~the~~Flow ~~interpretation and~~from ~~implementation~~Financing of labor-related laws and regulations are still evolving, we cannot assure you that our employment practice does not and will not violate labor-related laws and regulations in China, which may subject us to labor disputes or government investigations. If we are deemed to have violated relevant labor laws and regulations, we could be required to provide additional compensation to our employees and our business, financial condition and results of operations could be materially and adversely affected.Activities

~~Because~~Cash ~~our~~flow ~~business is~~provided ~~conducted~~by infinancing ~~RMB~~activities ~~and~~was $120,358 for the ~~price~~year ofended ~~our~~December 31, ~~Ordinary~~2022, ~~Shares~~compared isto ~~quoted~~cash inflow ~~United~~provided ~~States~~by ~~dollars~~financing activities of $48,170 ~~changes~~for the year ended December 31, 2021. The increase in ~~currency~~net ~~conversion~~cash ~~rates~~provided ~~may affect~~by ~~the~~provided ~~value~~by offinancing activities was mainly due to the ~~Company~~increase in funds advances from a director.

~~Our~~The ~~business,~~Company’s iffinancial westatements ~~acquire any~~have ~~PRC~~been ~~subsidiary,~~prepared ~~will~~on bea ~~conducted~~going-concern inbasis which contemplates the ~~PRC,~~realization ~~our~~of ~~books~~assets and ~~records~~the ~~will~~settlement beof ~~maintained~~liabilities inand ~~RMB,~~commitments ~~which~~in is the ~~lawful~~normal ~~currency~~course of ~~the PRC~~business. The revenues, ~~and~~if ~~the~~any, ~~financial~~generated ~~statements~~from ~~that~~our wecurrent ~~file~~business ~~with~~operations ~~the~~alone ~~SEC~~may ~~and~~not ~~provide~~be sufficient to fund our ~~shareholders~~operations ~~are~~or ~~presented~~planned ingrowth. ~~United~~We ~~States~~will ~~dollar.~~likely ~~Changes in~~require ~~the~~additional ~~exchange~~capital ~~rate~~to ~~between~~continue ~~the~~to ~~RMB~~operate our business, and ~~United~~to ~~States~~further ~~dollar~~expand ~~affect~~our ~~the~~business. ~~value~~Sources of ~~our~~additional ~~assets~~capital ~~and~~through ~~the~~various ~~results~~financing oftransactions ~~our~~or ~~operations~~arrangements inwith ~~United States~~third ~~dollar.~~parties ~~The~~may ~~value~~include ofequity ~~the~~or ~~RMB~~debt ~~against~~financing, ~~the~~bank ~~United~~loans ~~States~~or ~~dollar~~revolving ~~and~~credit ~~other~~facilities. ~~currencies~~We may ~~fluctuate~~not ~~and~~be issuccessful ~~affected~~in ~~by,~~locating ~~among~~suitable ~~other things,~~financing ~~changes~~transactions in the ~~PRC’s~~time ~~political~~period ~~and~~required ~~economic~~or ~~conditions~~at all, and ~~perceived~~we ~~changes~~may innot obtain the ~~economy~~capital ofwe ~~the~~require ~~PRC~~by ~~and~~other ~~the~~means. ~~United~~Our ~~States. Any~~inability ~~significant~~to ~~revaluation~~raise ofadditional ~~the~~funds ~~RMB~~when required may ~~materially~~have ~~and~~a ~~adversely~~negative ~~affect~~impact on our ~~cash flows~~operations, ~~revenue~~business development and financial ~~condition~~results.

31Critical accounting estimates

~~Under~~Our ~~the~~accounting ~~PRC~~policies ~~Enterprise Income~~are ~~Tax~~discussed ~~Law,~~in ordetail in the ~~EIT~~footnotes ~~Law,~~to our ~~PRC~~financial ~~subsidiary~~statements ~~may~~included bein ~~classified~~this asAnnual aReport ~~“resident~~on ~~enterprise”~~Form 10-K offor ~~China~~the year ended December 31, ~~which~~2022. ~~could~~However, ~~result in~~we ~~unfavorable~~consider ~~tax~~our ~~consequences~~critical accounting policies to usbe ~~and~~those ~~our~~related ~~non-PRC~~to ~~shareholders.~~revenue recognition.

~~The~~Revenue EIT Law and its implementing rules provide that enterprises established outside of China whose “de facto management bodies” are located in China are considered “resident enterprises” under PRC tax laws. The implementing rules promulgated under the EIT Law define the term “de facto management bodies” as a management body which substantially manages, or has control over the business, personnel, finance and assets of an enterprise. In April 2009, the State Administration of Taxation, or SAT, issued the Circular on Issues Concerning the Identification of Chinese-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance With the Actual Standards of Organizational Management, known as SAT Circular 82, which has been revised by the Decision of the State Administration of Taxation on Issuing the Lists of Invalid and Abolished Tax Departmental Rules and Taxation Normative Documents on December 29, 2017 and by the Decision of the State Council on Cancellation and Delegation of a Batch of Administrative Examination and Approval Items on November 8, 2013. Circular 82 has provided certain specific criteria for determining whether the “de facto management bodies” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although this circular only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the criteria set forth in the circular may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the tax resident status of all offshore enterprises. According to SAT Circular 82, a Chinese-controlled offshore incorporated enterprise will be regarded as a PRC tax resident by virtue of having a “de facto management body” in China and will be subject to PRC enterprise income tax on its worldwide income only if all of the following criteria are met: (i) the places where senior management and senior management departments that are responsible for daily production, operation and management of the enterprise perform their duties are mainly located within the territory of China; (ii) financial decisions (such as money borrowing, lending, financing and financial risk management) and personnel decisions (such as appointment, dismissal, salary and wages) are made or need to be made by organizations or persons located within the territory of China; (iii) main property, accounting books, corporate seal, the board of directors and files of the minutes of shareholders’ meetings of the enterprise are located or preserved within the territory of China; and (iv) one half (or more) of the directors or senior management staff having the right to vote habitually reside within the territory of China.Recognition

IfThe ~~our~~Company ~~future~~follows PRC subsidiary is deemed as a PRC “resident enterprise” by PRC tax authorities, we will be subject to PRC enterprise income tax on our worldwide income at a uniform tax rate of 25%, although dividends distributed to us from our future PRC subsidiary may establish from time to time could be exempt from the ~~PRC~~guidance dividend withholding tax due to our PRC “resident recipient” status. This could have a material and adverse effect on our overall effective tax rate, our income tax expenses and our net income. Furthermore, dividends, if any, paid to our shareholders may be decreased as a result of ~~the~~ASC ~~decrease in distributable profits. In addition~~606, ifrevenue ~~we were considered a PRC “resident enterprise”, any dividends our PRC subsidiary pays to our non-PRC investors, and the gains realized~~ from ~~the~~contracts ~~transfer~~with ofcustomers our Ordinary Shares may be considered income derived from sources within the PRC and be subject to PRC tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each case, subject to the provisions of any applicable tax treaty). It is ~~unclear whether~~recognized ~~holders~~using ~~of our Ordinary Shares would be able to claim~~ the ~~benefits~~following offive any tax treaties between their country of tax residence and the PRC in the event that our future PRC subsidiary is treated as a PRC resident enterprise. This could have a material and adverse effect on the value of the price of our Ordinary Shares.steps:

~~There~~1. ~~are~~Identify ~~significant uncertainties~~the ~~under~~contract(s) ~~the~~with ~~EIT~~a ~~Law~~customer; ~~relating~~2. toIdentify the ~~withholding~~performance ~~tax~~obligations ~~liabilities~~in ofthe ~~our~~contract; ~~PRC~~3. ~~subsidiary,~~Determine ~~and~~the ~~dividends~~transaction ~~payable~~price; by4. ~~our~~Allocate ~~PRC~~the ~~subsidiary~~ transaction price to ~~our~~the ~~offshore~~performance ~~subsidiaries~~obligations ~~may~~in ~~not~~the ~~qualify~~contract; toand ~~enjoy~~5. ~~certain~~Recognize ~~treaty~~revenue ~~benefits~~when (or as) the entity satisfies a performance obligation.

Under ~~the~~Topic ~~EIT Law and its implementation rules~~606, ~~the~~revenues ~~profits of a foreign invested enterprise generated through operations, which~~ are ~~distributed~~recognized towhen ~~its immediate holding company outside~~ the ~~PRC,~~promised ~~will~~products behave ~~subject~~been toconfirmed aof ~~withholding~~delivery ~~tax~~or ~~rate~~services ofhave ~~10%.~~been ~~Pursuant~~transferred to the ~~Arrangement~~consumers ~~between~~in ~~the~~amounts ~~Mainland~~that ~~China and~~reflect the ~~Hong~~consideration ~~Kong Special Administrative Region for~~ the ~~Avoidance~~customer ofexpects ~~Double~~to ~~Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, a withholding tax rate of 10% may~~ be ~~lowered~~entitled to 5%in ifexchange ~~the~~for ~~PRC~~those ~~enterprise~~services. isThe atCompany ~~least~~presents ~~25%~~value ~~held~~added bytaxes a(“VAT”) ~~Hong~~as ~~Kong~~reductions ~~enterprise~~of ~~for at~~revenues. ~~least~~The 12Company ~~consecutive~~recognizes ~~months~~revenues ~~prior~~net toof ~~distribution~~value ofadded ~~the~~taxes ~~dividends~~(“VAT”) and ~~is determined by the~~ relevant ~~PRC tax authority to have satisfied other conditions and requirements under the Double Tax Avoidance Arrangement and other applicable PRC laws~~charges.

32We generate revenue primarily from the sales of beverages directly to agents, wholesalers and end users. We recognize product revenue at a point in time when the control of the products has been transferred to customers. The transfer of control is considered complete when products have been picked up by or delivered to our customers. We account for packaging, shipping and handling fees as a fulfillment cost.

However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, or the SAT Circular 81, which became effective on February 20, 2009, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. According to Circular on Several Issues regarding the “Beneficial Owner” in Tax Treaties, which became effective as of April 1, 2018, when determining an applicant’s status as the “beneficial owner” regarding tax treatments in connection with dividends, interests, or royalties in the tax treaties, several factors will be taken into account. Such factors include whether the business operated by the applicant constitutes actual business activities, and whether the counterparty country or region to the tax treaties does not levy any tax, grant tax exemption on relevant incomes, or levy tax at an extremely low rate. This circular further requires any applicant who intends to be proved of being the “beneficial owner” to file relevant documents with the relevant tax authorities. Our future PRC subsidiary will be mostly likely to be acquired via a wholly owned Hong Kong subsidiary of us. However, we cannot assure you that our determination regarding our qualification to enjoy the preferential tax treatment will not be challenged by the relevant PRC tax authority or we will be able to complete the necessary filings with the relevant PRC tax authority and enjoy the preferential withholding tax rate of 5% under the Double Tax Avoidance Arrangement with respect to dividends to be paid by our PRC subsidiary to our HK subsidiary, in which case, we would be subject to the higher withdrawing tax rate of 10% on dividends received.30

~~Government~~Off-Balance ~~control in~~Sheet ~~currency conversion may adversely affect our financial condition, our ability to remit dividends, and the value of your investment.~~Arrangements

~~The~~We ~~PRC~~do ~~government~~not ~~imposes controls~~have onany ~~the~~off-balance ~~convertibility~~sheet ofarrangements ~~the~~that ~~Renminbi~~have ~~into~~or ~~foreign~~are ~~currencies~~reasonably ~~and,~~likely into ~~certain~~have ~~cases,~~a ~~the~~current ~~remittance~~or offuture ~~currency~~effect ~~out~~on ~~of China. Upon~~ our ~~acquisition~~financial ~~of PRC subsidiaries~~condition, wechanges ~~will~~in ~~receive~~financial ~~substantially~~condition, ~~all of our~~ revenues inor ~~Renminbi~~expenses, ~~and~~results ~~our~~of ~~holding~~operations, ~~companies~~liquidity, ~~may rely~~capital onexpenditures ~~dividend~~or ~~payments~~capital ~~from~~resources ~~our~~that ~~future~~is ~~PRC~~material ~~subsidiaries~~ to ~~fund any cash and financing requirements we may have~~investors.

Under existing PRC foreign exchange regulations, Renminbi cannot be freely converted into any foreign currency, and conversion and remittance of foreign currencies are subject to PRC foreign exchange regulationsITEM 7A. ItQUANTITATIVE ~~cannot~~AND beQUALITATIVE ~~guaranteed~~DISCLOSURES ~~that~~ABOUT ~~under~~MARKET a certain exchange rate, we will have sufficient foreign exchange to meet our foreign exchange requirements. Under the current PRC foreign exchange control system, foreign exchange transactions, including the payment of dividends, do not require advance approval from SAFE, but it is required to present documentary evidence of such transactions and conduct such transactions at designated foreign exchange banks within China that have the licenses to carry out foreign exchange business. Foreign exchange transactions under the capital account conducted by us, however, must be approved in advance by SAFE.RISK

~~Under~~As ~~existing~~a ~~foreign exchange~~smaller ~~regulations~~reporting company, we ~~will~~are benot ~~able~~required to ~~pay~~provide ~~dividends~~the ininformation ~~foreign~~required ~~currencies without prior approval from SAFE~~ by ~~complying~~this ~~with certain procedural requirements~~item. However, we cannot assure you that these foreign exchange policies regarding payment of dividends in foreign currencies will continue in the future after we consummate our acquisition of PRC subsidiaries.

In fact, in light of the flood of capital outflows of China in 2016 due to the weakening Renminbi, the PRC government has imposed more restrictive foreign exchange policies and stepped up scrutiny of major outbound capital movement including overseas direct investmentITEM 8. ~~More~~FINANCIAL ~~restrictions~~STATEMENTS ~~and substantial~~AND ~~vetting~~SUPPLEMENTARY process are put in place by SAFE to regulate cross-border transactions falling under the capital account. If any of our shareholders regulated by such policies fails to satisfy the applicable overseas direct investment filing or approval requirement timely or at all, it may be subject to penalties from the relevant PRC authorities. The PRC government may at its discretion further restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of the Ordinary Shares. Our capital expenditure plans and our business, operating results and financial condition may be materially and adversely affected.DATA

33The consolidated financial statements of the Company are included in this Annual Report on Form 10-K beginning on page F-1, which are incorporated herein by reference.

~~If we become directly subject to the scrutiny, criticism and negative publicity involving U~~ITEM 9.~~S.-listed~~ ~~Chinese~~CHANGES ~~companies,~~IN weAND ~~may~~DISAGREEMENTS ~~have~~WITH toACCOUNTANTS ~~expend~~ON ~~significant~~ACCOUNTING ~~resources to~~AND ~~investigate~~FINANCIAL ~~and resolve the matter which could harm our business operations, stock price and reputation.~~DISCLOSURE

U.S. public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on us, our business and our stock price. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation will be costly and time consuming and distract our management from growing our business. If such allegations are not proven to be groundless, we and our business operations will be severely affected.None

~~The~~ITEM 9A. ~~disclosures in~~CONTROLS ~~our~~AND ~~reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies in the PRC.~~PROCEDURES

WeEvaluation are regulated by the SEC and our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act. Our SEC reports and other disclosures and public pronouncements are not subject to the review or scrutiny of ~~any~~Disclosure ~~PRC~~Control ~~regulatory authority. For example, the disclosure in our SEC reports~~ and other filings are not subject to the review by the CSRC, a PRC regulator that is responsible for oversight of the capital markets in China. Accordingly, reader should review our SEC reports, filings and our other public pronouncements with the understanding that no local regulator has done any review of us, our SEC reports, other filings or any of our other public pronouncements.Procedures

~~Risks~~We ~~relating~~ conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ~~PRC~~ensure ~~laws~~that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and ~~regulations~~reported, ~~with~~within ~~respect~~the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ~~foreign~~ensure ~~exchange~~that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of December 31, 2022, that our disclosure controls and procedures were not effective.

The ~~Regulation~~matters oninvolving ~~Foreign Exchange~~internal ~~Administration~~controls ~~of the People’s Republic of China (the “Regulation on Foreign Exchange Administration”) was promulgated by the State Council of the PRC~~ and ~~came~~procedures ~~into effect on August 5, 2008. According to Regulation on Foreign Exchange Administration, a PRC individual~~ that ~~makes~~our ~~direct~~management ~~investment~~considered or trades negotiable securities or derivative products overseas shall handle the registration formalities at the foreign exchange administrative department of the State Council. If the relevant provisions require such individual to ~~obtain~~be amaterial ~~pre-approval~~weakness ~~from~~under ~~or complete a filing with~~ the ~~competent~~standards ~~department, he or she shall do so before handling the registration formalities. Where any evasion~~ of ~~foreign exchange control is committed, such as transferring foreign exchange within~~ the ~~territory~~Public ~~of the~~Company ~~PRC~~Accounting toOversight ~~the~~Board ~~overseas~~was inlack ~~violation~~ of ~~PRC~~well-established ~~laws~~procedures ~~and regulations or transferring capital within the territory of the PRC~~ to ~~the overseas by fraudulent means~~identify, ~~competent~~approve ~~foreign exchange administrative authority shall order the return of the foreign exchange within a prescribed time limit,~~ and ~~impose~~review arelated ~~fine~~party of no more than 30% of the amount of foreign exchange evading government control; or if the circumstances are serious, impose a fine of no more than 100% but no less than 30% of the amount of foreign exchange evading government control; and if the activity constitutes a crime, the violator shall be subject to criminal liabilities according to relevant laws and regulationstransactions. In addition, where any individual, in violation of the foreign exchange provisions, changes the designated use of foreign exchange, the foreign exchange administrative authority shall order such individual to correct such illegal act, confiscate the illegal proceeds and impose a fine of no more than 30% of the amount of violation; or if the circumstances are serious, it may impose a fine of no more than 100% but no less than 30% of the amount of violation.

34Material Weakness in Internal Control Over Financial Reporting

InOur ~~July~~management ~~2014,~~is ~~SAFE~~responsible ~~promulgated the~~for ~~Circular~~establishing ~~on Issues Concerning Foreign Exchange Administration Over the Overseas Investment~~ and ~~Financing~~maintaining ~~and~~adequate ~~Roundtrip~~internal ~~Investment by~~control ~~Domestic~~over ~~Residents~~financial Via Special Purpose Vehicles, or Circular 37, which replaced Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Corporate Financing and Roundtrip Investment through Offshore Special Purpose Vehicles, or Circular 75reporting. ~~Circular 37~~Internal ~~requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect~~ control ~~of an~~over ~~offshore~~financial ~~entity,~~reporting ~~referred~~is todefined in ~~Circular~~Rule 13a-15(f) ~~37 as a “special purpose vehicle” for the purpose of holding domestic~~ or ~~offshore assets~~15d-15(f) orpromulgated ~~interests.~~under ~~Circular 37 further requires amendment to a PRC resident’s registration in~~ the ~~event~~Exchange ofAct ~~any significant changes with respect to the special purpose vehicle, such~~ as ana ~~increase~~process ordesigned ~~decrease in the capital contributed~~ by ~~PRC individuals~~, ~~share transfer~~ or ~~exchange,~~under ~~merger,~~the ~~division~~supervision ~~or other material event On February 13~~of, ~~2015,~~ the ~~SAFE~~Company’s ~~promulgated~~principal aexecutive ~~Notice~~and onprincipal ~~Further~~financial ~~Simplifying~~officers and ~~Improving Foreign~~effected ~~Exchange~~by ~~Administration~~the ~~Policy~~board onof ~~Direct~~directors ~~Investment,~~(the ~~or SAFE Notice 13~~“Board”), ~~which~~management ~~became~~and ~~effective~~other ~~on June 1~~personnel, ~~2015.~~to ~~Under~~provide ~~SAFE~~reasonable ~~Notice 13,~~assurance ~~applications~~regarding ~~for~~the ~~foreign~~reliability ~~exchange registration~~ of ~~inbound~~financial ~~foreign~~reporting ~~direct investments~~ and ~~outbound~~the ~~overseas~~preparation ~~direct~~of ~~investments,~~financial ~~including those~~statements ~~required~~for ~~under~~external ~~SAFE~~purposes ~~Circular~~in ~~37,~~accordance ~~will be filed~~ with ~~qualified~~accounting ~~banks~~principles ~~instead~~generally ofaccepted ~~SAFE.~~in ~~The~~the ~~qualified~~United ~~banks~~States ~~will~~(“GAAP”) ~~directly examine the applications~~ and ~~accept~~includes ~~registrations~~those ~~under~~policies ~~the~~and ~~supervision~~procedures ~~of SAFE.~~that:

Under these regulations, PRC residents’ failure to comply with specified registration procedures may result in restrictions being imposed on the foreign exchange activities of the relevant PRC entity, including the payment of dividends and other distributions to its offshore parent, as well as restrictions on capital inflows from the offshore entity to the PRC entity, including restrictions on its ability to contribute additional capital to its PRC subsidiaries. Further, failure to comply with the SAFE registration requirements could result in penalties under PRC law for evasion of foreign exchange regulations.31

WeIn ~~have~~an ~~requested~~effort ~~our shareholders who are PRC individuals or PRC residents~~ to ~~make~~remediate the ~~necessary~~identified ~~applications,~~material ~~filings,~~weaknesses and ~~amendments as required under PRC laws and regulations. However, there is uncertainty concerning under what circumstances residents of~~ other ~~countries~~deficiencies and ~~regions~~enhance ~~can be classified as a PRC resident. The PRC government authorities may interpret~~ our ~~beneficial~~internal ~~owners’ status differently or their status may change in the future. Moreover~~controls, we ~~may~~plan ~~not~~to beinitiate, ~~fully informed of~~ the ~~identities~~following ofseries ~~our beneficial owners and we cannot assure you that all~~ of ~~our~~measures ~~PRC~~in ~~individual~~connection orwith ~~PRC~~identifying ~~resident~~an ~~beneficial~~operating ~~owners~~business ~~will~~to ~~comply~~acquire ~~with PRC laws~~ and ~~regulations~~when ~~with~~funds ~~respect~~are available to ~~foreign exchange.~~us:

~~Although~~● ~~the~~Apply ~~current PRC~~to ~~laws~~the ~~and~~maintenance ~~regulations~~of ~~mainly~~records ~~provide~~that ~~for~~in ~~corresponding~~reasonable ~~penalties~~detail ~~for~~accurately ~~PRC~~and ~~individual~~fairly ~~who~~reflect isthe ~~actually~~transactions inand ~~violation~~dispositions of the ~~PRC~~assets ~~laws~~of ~~and regulations,~~the wecompany ~~cannot~~● ~~exclude~~Provide ~~the~~reasonable ~~possibility~~assurance that ~~any~~transactions ~~failure~~are recorded as necessary to permit preparation of ~~our~~financial ~~beneficial~~statements ~~owners~~in ~~who~~accordance ~~are~~with ~~PRC~~GAAP ~~individuals~~and orthat ~~PRC~~receipts ~~residents~~and toexpenditures ~~make any~~of ~~required~~the ~~registrations~~company ~~may~~are ~~subject~~being usmade toonly ~~fines~~in ~~and~~accordance ~~legal~~with ~~sanctions,~~authorizations of management and ~~prevent~~directors usof ~~from~~the ~~being~~company; ~~able~~and to● ~~make~~Provide ~~distributions~~reasonable orassurance ~~pay~~regarding ~~dividends, as~~prevention aor ~~result~~timely detection of ~~which~~unauthorized ~~our~~acquisition, ~~business~~use ~~operations~~or ~~and~~disposition ~~our~~of ~~ability~~the tocompany’s ~~distribute~~assets ~~profits~~that tocould ~~you~~have ~~could~~a bematerial ~~materially~~effect ~~adversely~~on ~~affected~~the financial statements.

WeBecause of its inherent limitations, internal control over financial reporting may benot ~~involved from~~prevent ~~time~~or detect misstatements. Projections of any evaluation of effectiveness to ~~time~~future periods are subject to the risk that controls may become inadequate because of changes in ~~legal~~conditions, ~~proceedings~~or ~~and~~that ~~commercial~~the degree of compliance with the policies or ~~contractual~~procedures ~~disputes~~may deteriorate. All internal control systems, ~~which~~no ~~could~~matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material ~~adverse~~misstatements ~~effect~~may not be prevented or detected on ~~our~~a ~~business~~timely basis by internal control over financial reporting. However, ~~results~~ ofthese ~~operations~~inherent ~~and~~limitations are known features of the financial ~~condition~~reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

~~From~~We ~~time~~carried toout ~~time~~an assessment, ~~we may~~under bethe ~~involved~~supervision inand ~~legal~~with ~~proceedings~~the ~~and~~participation ~~commercial~~of ~~disputes.~~our ~~Such~~management, ~~proceedings~~including orour ~~disputes~~Chief ~~are~~Executive ~~typically~~Officer ~~claims~~and ~~that~~Chief ~~arise~~Financial inOfficer, of the ~~ordinary course~~effectiveness of ~~business,~~our ~~including,~~internal ~~without~~controls ~~limitation~~over financial reporting, ~~commercial~~as ordefined ~~contractual~~in ~~disputes,~~Rules 13a-15(e) and ~~other~~15d-15(e) ~~disputes~~of ~~with~~the ~~customers~~Exchange ~~and suppliers~~Act, ~~intellectual~~ ~~property~~as ~~matters~~of December 31, ~~tax~~2022. ~~matters~~Management ~~and~~based ~~employment~~the ~~matters~~assessment on criteria for effective internal control over financial reporting described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). ~~There~~Management’s ~~can~~assessment beincluded noan ~~assurance~~evaluation ~~that~~of ~~such~~the ~~proceedings~~design of our internal control over financial reporting and ~~claims~~testing of the operational effectiveness of its internal control over financial reporting. Based on this assessment, ~~should they~~management ~~arise~~has concluded that as of December 31, ~~will~~2022, our internal control over financial reporting is not ~~have~~effective aenough ~~material~~to ~~adverse~~provide ~~effect~~reasonable onassurance ~~our~~regarding ~~business,~~the ~~results~~reliability of ~~operations~~financial reporting and the preparation of financial ~~condition~~statements for external purposes in accordance with U.S. generally accepted accounting principles. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures or actions:

~~The~~● ~~equity~~We ~~holders, directors~~have increased our personnel resources and ~~executive~~technical ~~officers~~accounting ofexpert within the ~~subsidiaries,~~accounting asfunction ~~well~~and asintend ~~our~~to ~~employees~~hire ~~who~~additional ~~execute~~accounting ~~other~~expert ~~strategic~~for ~~initiatives~~the ~~may~~function ~~have~~due ~~potential conflicts~~to continuously increasing of ~~interests~~turnover. ● We have established an audit committee to oversee accounting controls consistent with ~~the~~control ~~Company~~objectives.

IfThis ~~any~~Annual ofReport ~~the~~does ~~equity holders,~~not ~~directors~~include ~~and~~an ~~executive~~attestation ~~officers~~report of the Company’s ~~subsidiaries,~~registered aspublic ~~well~~accounting asfirm ~~our~~regarding ~~employees~~internal ~~who~~control ~~execute~~over ~~other~~financial ~~strategic~~reporting. ~~initiatives, have~~The aManagement’s ~~conflict~~report ofwas ~~interests~~not ~~with~~subject to attestation by the Company,’s ~~they~~registered ~~may~~public ~~bring~~accounting anfirm ~~opportunity~~pursuant ~~elsewhere.~~to ~~Thereby,~~rules of the ~~Company~~Securities ~~would~~and ~~lose~~Exchange ~~out~~Commission onthat permit the ~~business~~Company to provide only management’s report in this Annual Report.

~~Future~~Changes ~~inflation~~ in ~~China~~Internal ~~may~~Control ~~inhibit~~over ~~our~~Financial ~~ability to conduct business in China.~~Reporting

InThere ~~recent~~was ~~years,~~no ~~the Chinese~~change ~~economy has experienced periods of rapid expansion and highly fluctuating rates of inflation. During the past ten years, the rate of inflation~~ in ~~China~~our ~~has~~internal ~~been~~controls ~~significant.~~over ~~These~~financial ~~factors~~reporting ~~have~~that ~~led~~occurred toduring the ~~adoption~~five bymonths ~~the~~ended ~~Chinese government~~December 31, ~~from time to time~~2022, ofwhich ~~various corrective~~has ~~measures~~materially ~~designed~~affected ~~to restrict the availability of credit~~ or ~~regulate~~is ~~growth~~reasonably ~~and~~likely ~~contain inflation. High inflation may in the future cause the Chinese government~~ to ~~impose~~materially ~~controls on credit and/or prices~~affect, orour tointernal ~~take~~controls ~~other~~over ~~action,~~financial ~~which could inhibit economic activity in China, and thereby harm the market for our tentative PRC subsidiaries~~reporting.

35ITEM 9B. OTHER INFORMATION

You may face difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in this Registration Statement based on foreign laws.None

~~Following our acquisition of PRC subsidiaries, we will conduct our business in China, and our assets will be located in China~~Item 9C. AsDisclosure aRegarding ~~result,~~Foreign itJurisdictions ~~may be difficult or impossible for you to bring an action against us or against our PRC management in the United States in the event~~ that ~~you~~Prevent ~~believe that your rights have been infringed under the U~~Inspections.S. federal securities laws or otherwise as it may be difficult for our shareholders to effect service of process upon us or those persons inside China. Furthermore, China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with many other countries and regions. Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible. Even if you are successful in bringing an action of this kind, the laws of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

~~Furthermore,~~Not as a matter of law or practicality, it is generally difficult to pursue shareholder claims including securities law class actions and fraud claims in China, which are contrarily common in the United Statesapplicable. For example, you may experience significant legal and practical obstacles to obtaining necessary information for shareholder investigations or litigations outside China or with respect to foreign entities. Although the local authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, so far no such cooperation has been established with the United States securities regulatory authorities. In addition, Article 177 of the PRC Securities Law which became effective in March 2020 promulgated that no overseas securities regulator is allowed to conduct investigation or evidence collection activities directly in the PRC. Therefore, without approval from the competent PRC securities regulators and relevant authorities, no organization or individual may provide documents and materials relating to the securities activities to overseas entities. While detailed interpretation of or implementation rules under Article 177 has yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase the difficulties you face in protecting your interests.

We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.32

WePART ~~anticipate that we will rely principally on dividends and other distributions on equity from to be acquired PRC subsidiaries for our cash requirements, including for services of any debt we may incur.~~III

Any PRC subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries will likely be a Foreign Invested Enterprise, or FIE, and will be required to draw ITEM 10% of its after-tax profits each year, if any, to fund a common reserve, which may stop drawing its after-tax profits if the aggregate balance of the common reserve has already accounted for over 50 percent of its registered capital. ~~These reserves are not distributable as cash dividends. If PRC subsidiaries incur debt on their own behalf in the future~~DIRECTORS, ~~the~~EXECUTIVE instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any limitation on the ability of PRC subsidiaries to distribute dividends or other payments to their respective shareholders could materially and adversely limit our ability to growOFFICERS, ~~make~~AND ~~investments~~CORPORATE ~~or acquisitions that could be beneficial to our business, pay dividends or otherwise fund and conduct our business.~~GOVERNANCE

InThe ~~addition,~~following ~~the~~table ~~Enterprise Income~~sets ~~Tax~~forth ~~Law~~information ~~and~~regarding ~~its~~our ~~implementation~~executive ~~rules~~officers ~~provide~~and ~~that~~directors aas ~~withholding tax rate~~ of ~~up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between~~ the ~~PRC~~ ~~central~~date ~~government and governments~~ of ~~other~~this ~~countries~~Annual ~~or regions where the non-PRC resident enterprises are incorporated~~Report.

Name	Position	Age
*Executive Officers*:
Chen Ren	President, Chief Executive Officer, Secretary and Treasurer, Director	36

~~PRC~~Chen ~~regulation of~~Ren ~~loans~~has toserved as our president, chief executive officer, secretary and ~~direct~~treasurer ~~investment~~since inSeptember 25, ~~PRC~~2020. ~~entities~~Mr. byRen ~~offshore~~is ~~holding~~the ~~companies~~founder of Zuixiangui Liquor Industry Co. Ltd; a liquor distribution and ~~governmental~~retail ~~control~~company ofbased ~~currency~~in ~~conversion~~China. ~~may~~Since ~~delay us~~2009, ~~from~~he ~~using~~has been acting as the ~~proceeds~~director and CEO of ~~this~~the ~~offering~~company, toresponsible ~~make~~for ~~loans~~brand ordevelopment ~~additional~~and ~~capital~~operation. ~~contributions~~Between May 2014 to ~~our~~March 2019, ~~PRC~~Mr. ~~subsidiaries~~Ren served as the Operations Manager for Shaanxi Yinhan Culture Media Co., ~~which~~Ltd.; ~~could~~a ~~materially and~~Chinese-based ~~adversely~~company ~~affect~~focusing ~~our~~on ~~liquidity~~cultural communication, event management, music and ~~our~~film ~~ability~~production. Mr. Ren holds a Diploma in Logistics Management Major from the Military Economics College of the Chinese People’s Liberation Army. Since January 2022, he has been a graduate student in MBA at the Universidad Católica San Antonio de Murcia. We believe Mr. Ren is well qualified to ~~fund~~serve ~~and~~as ~~expand~~director ~~our~~of ~~business~~the Company because of his experience in investment and management.

~~Any~~Family funds we transfer to any future PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested enterprises, or FIEs, in China, capital contributions to our PRC subsidiaries are subject to the approval of or filing with the Ministry of Commerce, or MOFCOM or its local branches and registration with a local bank authorized by the State Administration of Foreign Exchange, or SAFE. In addition, (i) a foreign loan of less one year duration procured by our PRC subsidiaries is required to be registered with SAFE or its local branches and (ii) a foreign loan of one year duration or more procured by our PRC subsidiaries is required to be applied to the NDRC in advance for undergoing recordation registration formalities. Any medium or long-term loan to be provided by us to our PRC operating subsidiaries, must be registered with the NDRC and the SAFE or its local branches. We may not be able to complete such registrations on a timely basis, with respect to future capital contributions or foreign loans by us to our future PRC Subsidiary. If we fail to complete such registrations, our ability to use the proceeds of this offering and to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.Relationships

OnThere ~~March~~are ~~30,~~no ~~2015,~~family ~~the SAFE~~relationships promulgated the Circular on Reforming the Management Approach Regarding the Foreign Exchange Capital Settlement of Foreign-Invested Enterprises, or SAFE Circular 19, which took effect as of June 1, 2015. SAFE Circular 19 launched a nationwide reform of the administration of the settlement of the foreign exchange capitals of FIEs and allows FIEs to settle their foreign exchange capital at their discretion, but continues to prohibit FIEs from using the Renminbi fund converted from their foreign exchange capital for expenditure beyond their business scopes, providing entrusted loans or repaying loans between nonfinancial enterprises. The SAFE issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, effective in June 2016. Pursuant to SAFE Circular 16, enterprises registered in China may also convert their foreign debts from foreign currency to Renminbi on a self-discretionary basis. SAFE Circular 16 provides an integrated standard for conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on a self- discretionary basis which applies to all enterprises registered in China. SAFE Circular 16 reiterates the principle that Renminbi converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope or prohibited by PRC laws or regulations, while such converted Renminbi shall not be provided as loans to its non-affiliated entities. As this circular is relatively new, there remains uncertainty as to its interpretation and application and any other future foreign exchange related rules. Violations of these Circulars could result in severe monetary or other penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to use Renminbi converted from the net proceeds of this offering to fund our future PRC operating subsidiarydirector, toexecutive ~~invest~~officer in or ~~acquire~~significant ~~any other PRC companies through our future PRC Subsidiary, which may adversely affect our business, financial condition and results of operations~~employee.

~~Although~~Board the audit report included in this prospectus was issued by U.S. auditors who are currently inspected by the PCAOB, if it is later determined that the PCAOB is unable to inspect or investigate our auditor completely, investors would be deprived of ~~the benefits of such inspection and our ordinary shares may be delisted or prohibited from trading.~~ Director

~~The~~Our ~~audit~~sole ~~report~~director ~~included in~~will ~~this~~hold ~~prospectus~~office ~~was~~until ~~issued~~the bynext anannual ~~accounting~~meeting ~~firm~~of ~~that~~shareholders isand ~~registered~~until ~~with~~his ~~the~~successor(s) ~~PCAOB~~have ~~and~~been ~~can~~duly beelected ~~inspected~~and ~~by the PCAOB~~qualified. WeDirectors ~~have~~are noelected ~~intention of~~at ~~dismissing such auditor in~~ the ~~future~~annual ormeetings ~~of engaging any auditor not subject~~ to ~~regular~~serve ~~inspection~~for byone-year ~~the PCAOB~~terms. AsOfficers ~~an auditor of companies that~~ are ~~registered~~elected ~~with~~by, ~~the SEC~~ and ~~publicly~~serve ~~traded~~at in the ~~United~~discretion ~~States and a firm registered with the PCAOB, our auditor is required under the laws~~ of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. If we were to engage a different auditor in the future, ~~we would engage an auditor that is subject to full PCAOB inspection with all materials related to~~ the ~~audit~~board of ~~our financial statements accessible to the PCAOB~~directors. ~~There~~Our isboard ~~no guarantee, however, that any future auditor engaged by the Company would remain subject to full PCAOB inspection during the entire term~~ of ~~our~~directors ~~engagement. In~~shall ~~such~~hold ~~case,~~meetings weon ~~will~~at ~~engage~~least a ~~new~~quarterly ~~qualified and fully inspected auditor, which may result in us delaying or restating our financial statements~~basis.

37Delinquent Section 16(a) Reports

~~The~~Section 16(a) ~~PCAOB~~of isthe ~~currently unable~~Exchange toAct ~~conduct~~requires ~~inspections~~that inour ~~China~~executive ~~without~~officers ~~the~~and ~~approval~~directors, ofand ~~Chinese~~persons ~~government~~who ~~authorities.~~own Ifmore itthan isten ~~later~~percent ~~determined~~of ~~that~~a ~~the~~registered ~~PCAOB is~~class ~~unable~~of toour ~~inspect~~equity orsecurities, ~~investigate~~file ~~our~~reports ~~auditor~~of ~~completely,~~ownership ~~investors~~and ~~may~~changes bein ~~deprived~~ownership ofwith the ~~benefits~~SEC. ofExecutive ~~such~~officers, ~~inspection.~~directors ~~Any~~and ~~audit~~greater-than-ten ~~reports not~~percent ~~issued~~stockholders byare ~~auditors~~required ~~that~~by ~~are~~SEC ~~completely~~regulations ~~inspected~~to byfurnish ~~the~~us ~~PCAOB,~~with orall Section 16(a) ~~lack~~forms they file. Based solely on our review of ~~PCAOB~~the ~~inspections~~copies of ~~audit~~the ~~work~~forms ~~undertaken~~received inby ~~China~~us ~~that prevents~~and ~~the~~written ~~PCAOB~~representations from ~~regularly~~certain ~~evaluating~~reporting ~~our~~persons ~~auditors’~~that ~~audits~~they ~~and~~have ~~their~~complied ~~quality~~with ~~control~~the ~~procedures~~relevant filing requirements, ~~could~~we ~~result~~believe inthat, aduring ~~lack~~the ofyear ~~assurance that~~ended December 31, 2022, all of our ~~financial~~executive ~~statements~~officers, directors and ~~disclosures~~greater-than-ten ~~are~~percent ~~adequate~~stockholders ~~and~~complied ~~accurate~~with all Section 16(a) filing requirements.

AsDirector part of a continued regulatory focus in the United States on access to audit and other information currently protected by national law, in particular mainland China’s, in June 2019, a bipartisan group of lawmakers introduced bills in both houses of the U.S. Congress which, if passed, would require the SEC to maintain a list of issuers for which PCAOB is not able to inspect or investigate the audit work performed by a foreign public accounting firm completely. The proposed Ensuring Quality Information and Transparency for Abroad-Based Listings on our Exchanges (“EQUITABLE”) Act prescribes increased disclosure requirements for these issuers and, beginning in 2025, the delisting from U.S. national securities exchanges such as the Nasdaq of issuers included on the SEC’s list for three consecutive years. It is unclear if this proposed legislation will be enacted. Furthermore, there have been recent deliberations within the U.S. government regarding potentially limiting or restricting China-based companies from accessing U.S. capital markets. On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act (the “HFCAA”), which includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction. The U.S. House of Representatives passed the HFCAA on December 2, 2020, and the HFCAA was signed into law on December 18, 2020. Additionally, in July 2020, the U.S. President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and department with respect to Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States. In response, on November 23, 2020, the SEC issued guidance highlighting certain risks (and their implications to U.S. investors) associated with investments in China-based issuers and summarizing enhanced disclosures the SEC recommends China-based issuers make regarding such risks. On December 2, 2021, the SEC adopted final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. We will be required to comply with these rules if the SEC identifies us as having a “non- inspection” year (as defined in the interim final rules) under a process to be subsequently established by the SEC. The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above. Under the HFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our Ordinary Shares being delisted. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China, because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong.Independence

~~Should~~We ~~the~~do ~~PCAOB~~not athave any ~~time~~ beindependent ~~unable~~directors toand ~~fully~~we ~~conduct~~are ~~inspection~~not ofrequired ~~our~~to ~~auditor’s~~maintain ~~work~~a ~~papers~~majority inof ~~China,~~independent itdirectors ~~will~~under ~~make it difficult to evaluate~~ the ~~effectiveness of~~rules ~~our~~that ~~auditor’s~~apply ~~audit~~to ~~procedures~~companies orwhose ~~equity~~shares ~~control~~are ~~procedures.~~traded ~~Investors~~on ~~may~~OTC ~~consequently lose confidence in our reported financial information and procedures or quality of the financial statements, which would adversely affect us and out securities~~Markets.

38Board and Committees

~~Certain~~The ~~PRC~~Company ~~regulations may~~does ~~make~~not ithave ~~more~~a ~~difficult~~formal ~~for~~Audit usCommittee, toNominating ~~pursue~~Committee ~~growth~~and ~~through~~Compensation ~~acquisitions~~Committee. As the Company’s business expands, the directors will evaluate the necessity of an Audit Committee.

Among other things, the M&A Rules and Anti-Monopoly Law of the People’s Republic of China promulgated by the Standing Committee of the NPC which became effective in 2008 (“Anti-Monopoly Law”), established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. Such regulation requires, among other things, that State Administration for Market Regulation (SAMR) be notified in advance of any change-of-control transaction in which a foreign investor acquires control of a PRC domestic enterprise or a foreign company with substantial PRC operations, if certain thresholds under the Provisions of the State Council on the Standard for Declaration of Concentration of Business Operators, issued by the State Council in 2008, are triggered. Moreover, the Anti-Monopoly Law requires that transactions which involve the national security, the examination on the national security shall also be conducted according to the relevant provisions of the State. In addition, PRC Measures for the Security Review of Foreign Investment which became effective in January 2021 require acquisitions by foreign investors of PRC companies engaged in military-related or certain other industries that are crucial to national security be subject to security review before consummation of any such acquisition. We may pursue potential strategic acquisitions that are complementary to our target business and operations.33

~~Complying~~Audit ~~with~~Committee ~~the~~Financial requirements of these regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from the MOFCOM, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.Expert

WeOur ~~face~~Sole ~~uncertainty with~~Director ~~respect~~has todetermined ~~indirect~~that ~~transfers~~we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of ~~equity~~Regulation ~~interests~~S-K, nor do we have a Board member that qualifies as “independent” as the term is used in ~~PRC~~Item 7(d)(3)(iv)(B) ~~resident~~of ~~enterprises~~Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by ~~their~~Rule 4200(a)(14) ~~non-PRC~~of ~~holding~~the ~~companies.~~FINRA Rules.

On1. ~~February~~An 3,understanding ~~2015, the SAT issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer~~ of ~~Properties~~generally byaccepted ~~Non-Tax~~accounting ~~Resident Enterprises,~~principles orand ~~SAT~~financial ~~Bulletin~~statements; 72. ~~SAT~~Experience ~~Bulletin~~applying 7such ~~extends~~generally ~~its~~accepted ~~tax~~accounting ~~jurisdiction~~principles toin ~~transactions~~connection ~~involving~~with the ~~transfer~~accounting offor ~~taxable~~estimates, ~~assets~~accruals, ~~through offshore~~and ~~transfer~~reserves ofthat aare ~~foreign~~generally ~~intermediate~~comparable ~~holding~~to ~~company.~~the ~~In addition~~estimates, ~~SAT~~accruals ~~Bulletin~~and 7reserves, ~~has~~if ~~introduced~~any, ~~safe~~used ~~harbors~~in ~~for internal group restructurings and~~ the ~~purchase~~registrant’s ~~and~~financial ~~sale~~statements; ~~of equity through a public securities market~~3. ~~SAT~~Experience ~~Bulletin~~preparing 7or ~~also~~auditing ~~brings~~financial ~~challenges~~statements tothat ~~both~~present ~~foreign transferor~~accounting ~~and~~issues ~~transferee~~that ~~(or~~are ~~other~~generally ~~person~~comparable ~~who is obligated~~ to ~~pay~~those ~~for~~raised by the ~~transfer)~~registrant’s offinancial ~~taxable~~statements; ~~assets,~~4. asExperience ~~such~~with ~~persons~~internal ~~need~~controls toand ~~determine whether~~procedures ~~their~~for ~~transactions~~financial ~~are~~reporting; ~~subject~~and to5. ~~these~~An ~~rules~~understanding ~~and~~of ~~whether~~audit ~~any~~committee ~~withholding obligation applies~~functions.

OnCurrently, ~~October~~our ~~17,~~Company ~~2017, the~~does ~~SAT~~not ~~issued~~have ~~the~~an ~~Announcement~~audit ofcommittee ~~the~~or ~~State~~an ~~Administration~~audit committee financial expert (as defined in Item 407 of ~~Taxation~~Regulation S-K) serving on ~~Issues~~its ~~Concerning~~Board of Directors because given the ~~Withholding~~early stage of ~~Non-resident~~our ~~Enterprise Income~~business ~~Tax~~development, atit ~~Source~~is costly to retain an independent Director who qualify as an audit committee financial expert. However, orwe ~~SAT~~expect, ~~Bulletin~~in 37the foreseeable future, ~~which~~to ~~came~~form ~~into~~such ~~effect~~a oncommittee ~~December~~composed 1,of ~~2017~~our non-employee directors. ~~The~~We ~~SAT~~may ~~Bulletin~~in 37the ~~further~~future ~~clarifies~~attempt to add a qualified board member to serve as an audit committee financial expert in the ~~practice~~ future, subject to our ability to locate and ~~procedure~~compensate such a person. The audit committee’s duties will be to recommend to our Company’s Board of Directors the ~~withholding~~engagement of ~~non-resident~~an ~~enterprise~~independent ~~income~~registered ~~tax~~public accounting firm to audit our Company’s financial statements and to review our Company’s accounting and auditing principles.

~~Where~~Corporate a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which is an “Indirect Transfer”, the non- resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transfer to the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax, and the transferee or other person who pays for the transfer is obligated to withhold the applicable taxes currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.Governance

WeThe ~~face~~Company ~~uncertainties as~~promotes toaccountability ~~the~~for ~~reporting~~adherence ~~and~~to ~~other~~honest ~~implications~~and ofethical ~~certain~~conduct; ~~future~~endeavors ~~transactions~~to ~~where~~provide ~~PRC~~full, ~~taxable assets are involved~~fair, ~~such as offshore restructuring~~accurate, ~~sale~~ oftimely ~~the shares in our offshore subsidiaries~~ and ~~investments.~~understandable ~~Our~~disclosure ~~company may be subject to filing obligations or taxed if our company is transferor~~ in ~~such~~reports ~~transactions,~~ and ~~may~~documents bethat ~~subject~~the toCompany ~~withholding~~files ~~obligations~~with ifthe ~~our~~Securities ~~company~~and isExchange ~~transferee~~Commission in(the ~~such~~“SEC”) ~~transactions, under SAT Bulletin 7~~ and~~/or~~ ~~SAT~~in ~~Bulletin~~other ~~37.~~public ~~For~~communications ~~transfer~~made ~~of shares in our company~~ by ~~investors~~the ~~who~~Company; ~~are~~and ~~non-PRC~~strives ~~resident~~to ~~enterprises, our future PRC subsidiaries may~~ be ~~requested~~compliant towith ~~assist~~applicable ingovernmental ~~the~~laws, ~~filing~~rules ~~under SAT Bulletin 7~~ and~~/or~~ ~~SAT Bulletin 37~~regulations. AsThe aCompany ~~result,~~has wenot ~~may~~formally beadopted ~~required to~~a ~~expend~~written ~~valuable~~code ~~resources~~of tobusiness ~~comply~~conduct ~~with SAT Bulletin 7~~ and~~/or~~ ~~SAT~~ethics ~~Bulletin~~that 37governs ~~or to request~~ the ~~relevant~~Company’s ~~transferors from whom we purchase taxable assets to comply with these circulars~~employees, orofficers toand ~~establish~~Directors ~~that~~as ~~our~~the ~~company~~Company ~~should~~is not berequired ~~taxed~~to ~~under~~do ~~these circulars, which may have a material adverse effect on our financial condition and results of operations~~so.

39In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company’s internal accounting controls, practices and policies.

~~Risks~~Code ~~Related~~of ~~to Our Common Stock~~ Ethics

The Company ishas not adopted a ~~Shell Company~~code ~~with~~of ~~Penny~~ethics ~~Stock.~~to apply to its principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions.

AtInvolvement present, the Company is a development stage company with no revenues, nominal assets and no specific business plan or purpose. The Company’s business plan is to seek new business opportunities or to engage in aCertain ~~merger~~Legal or acquisition with an unidentified company. As a result, the Company is a shell company. Rule 405 and 12b-2 of the Exchange Act defines a shell company as an issuer that that has no or nominal operations and either (i) no or nominal assets, (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets. A shell issuer may also be a blank check company or a blind pool company, a company in the developmental stage, any company that has no specific business plan or purpose, or a company that has as its business plan to merge with or acquire an unidentified third property.Proceedings

~~The~~To ~~Company’s~~our ~~common stock is a “penny stock~~knowledge,” asthere ~~defined~~are inno ~~Rule~~material ~~3a51-1~~proceedings ~~promulgated by the SEC under the Exchange Act. The penny stock rules require a broker-dealer, prior~~ to awhich ~~transaction~~any inof ~~penny~~our ~~stock not otherwise exempt from the rules~~directors, toofficers ~~deliver~~or aaffiliates ~~standardized risk disclosure document that provides information about penny stocks and the nature and level~~ of ~~risks in~~ the ~~penny~~Company ~~stock~~is ~~market. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for~~ a ~~stock~~party ~~that~~adverse ~~becomes subject~~ to the ~~penny stock rules. So long as the common stock of the~~ Company isor ~~subject~~has toa ~~the~~material ~~penny~~interest ~~stock~~adverse ~~rules, it may be more difficult~~ to ~~sell~~ the Company~~’s common stock~~.

~~As a shell issuer, we lack the availability of the use of Rule 144 by security holders and the lack of liquidity in our stock.~~34

~~Effect of Amended Rule 15c2-~~ITEM 11 ~~on the Company’s securities~~. EXECUTIVE COMPENSATION

The ~~SEC~~following ~~released~~table ~~and published~~summarizes athe ~~Final~~compensation ~~Rulemaking on Publication or Submission~~ of ~~Quotations~~each ~~without~~named ~~Specified~~executive ~~Information~~for ~~amending Rule 15c2-11 under~~ the ~~Exchange~~ ~~Act~~fiscal ~~(“Rule~~years ~~15c2-11~~ended December 31,” ~~the~~2022 ~~“Amended~~and ~~Rule 15c2-11”). To be eligible for public quotations on an ongoing basis~~2021, ~~Amended~~awarded ~~Rule~~to ~~15c2-11’s~~or ~~modified~~earned ~~the~~by ~~“piggyback exemption” that required that~~ (i) ~~the~~each ~~specified~~individual ~~current~~serving ~~information about~~as ~~the~~our ~~company~~principal isexecutive ~~publicly~~officer ~~available,~~ and ~~(ii)~~principal ~~the~~financial ~~security~~officer isof ~~subject to a one-sided (i.e. a bid or offer) priced quotation, with no more than four business days in succession without a quotation. Under Amended Rule 15c2-11, shell companies like~~ the Company (and ~~formerly suspended securities~~(ii) ~~may~~each ~~only~~individual ~~rely on the piggyback exemption in certain limited circumstances. The Amended Rule 15c2-11 will require, among other requirements,~~ that aserved ~~broker-dealer~~as ~~has~~an aexecutive ~~reasonable~~officer ~~basis for believing that information about the issuer~~ of ~~securities is accurate. Our security holders may find it more difficult to deposit common stock with a broker-dealer, and if deposited, more difficult to trade~~ the ~~securities on the Pink Sheets. The~~ Company ~~intends~~at ~~to provide~~ the ~~specified~~end ~~current~~of ~~information~~such ~~under~~fiscal ~~the~~years ~~Exchange~~who ~~Act~~received ~~but there~~compensation isin noexcess ~~assurance that a broker-dealer will accept our common stock or if accepted, that the broker-dealer will rely on our disclosure~~ of ~~the specified current information~~$100,000.

Name and Principal Position	Year	Salary ($)		All Other Compensation ($)		Total ($)
Chen Ren, Chief Executive Officer, Chief Executive Officer	2022	$	-	$	-	$	-
Chen Ren, Chief Executive Officer, Chief Executive Officer	2021	$	-	$	-	$	-

~~Form~~Employment ~~S-8~~Agreements with Named Executive Officers

~~Shell~~We ~~companies~~do ~~are~~not ~~prohibited from~~have ~~using~~an ~~Form~~employment ~~S-8~~or toconsulting ~~register~~agreement ~~securities~~with ~~under~~any ~~the~~officer ~~Securities~~or ~~Act~~Director. IfThere aare ~~company~~no ~~ceases~~arrangements toor beplans ain ~~Shell~~which ~~Company,~~we itprovide ~~may~~pension, ~~use~~retirement ~~Form~~or ~~S-8~~similar ~~sixty calendar~~benefits ~~days,~~for ~~provided~~director itor ~~has~~executive ~~filed~~officer. ~~all~~Our ~~reports~~Director and ~~other~~executive ~~materials~~officer ~~required~~may toreceive bestock ~~filed~~options ~~under~~at the ~~Exchange~~discretion ~~Act~~of ~~during~~our Board of Director in the ~~preceding 12~~future. ~~months~~We ~~(or~~do ~~for~~not ~~such~~have ~~shorter~~any ~~period~~material ~~that~~bonus itor ~~has~~profit ~~been~~sharing ~~required~~plans pursuant to ~~file~~which ~~such~~cash ~~reports~~or ~~and~~non-cash ~~materials~~compensation ~~after~~is ~~the~~or ~~company~~may ~~files~~be ~~“Form 10~~paid ~~information,”~~to ~~which~~our isdirector ~~information~~or executive officer, except that astock ~~company~~options ~~would~~may be ~~required~~granted toat ~~file~~the indiscretion aof ~~registration~~our ~~statement~~Board onof ~~Form~~Director 10from iftime itto ~~were registering~~time. aWe ~~class~~have ofno ~~securities~~plans ~~under~~or ~~Section~~arrangements 12in respect of ~~the~~remuneration ~~Exchange~~received ~~Act.~~or ~~This~~that ~~information~~may ~~would~~be ~~normally~~received beby ~~reported~~our onexecutive aofficer ~~current~~to ~~report on~~compensate ~~Form~~such ~~8-K~~officer ~~reporting~~in the ~~completion~~event of termination of employment (as a ~~transaction~~result ~~that~~of ~~caused~~resignation, ~~the~~retirement, ~~company~~change toof ~~cease~~control) ~~being~~or a ~~Shell~~change ~~Company~~of responsibilities following a change of control.

~~Unavailability of~~Outstanding ~~Rule~~Equity ~~144 for Resale.~~ Awards

~~Rule~~There ~~144(i)~~were ~~“Unavailability to~~no ~~Securities~~outstanding ofequity Issuers with No or Nominal Operations and No or Nominal Non-Cash Assets” provides that Rule 144 is not available for the resale of securities initially issued by an issuer that is a shell company. We have identified our company as a shell company andawards, ~~therefore, the holders of our securities may not rely on Rule 144 to have the restriction removed from their securities without registration or until the Company is no longer identified~~ as ~~a shell company and has filed all requisite periodic reports under the Exchange Act for the period~~ of ~~twelve~~December 31, ~~(12) months~~2022.

AsEquity aCompensation ~~result~~Plan of our classification as a shell company, our investors are not allowed to rely on the “safe harbor” provisions of Rule 144, promulgated pursuant to the Securities Act of 1933, as amended (“Securities Act”), so as not to be considered underwriters in connection with the sale of our securities until one year from the date that we cease to be a shell company. This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.Information

~~Very~~We ~~Limited~~currently ~~Liquidity of~~do ~~our~~not ~~Common~~have ~~Stock.~~an equity compensation plan.

~~Our~~Director ~~common stock occasionally trades on the Pink Sheets and there is a very limited active market in our common stock. As a result, there is only limited liquidity in our common stock.~~Compensation

NoWe ~~public~~do ~~market for~~not ~~the~~pay ~~Company’s~~our ~~shares~~director ~~may~~any ~~ever~~fees ~~develop~~or ~~and~~other compensation for acting as adirectors. ~~result,~~We ~~the~~have ~~liquidity~~not ofpaid any ~~outstanding~~fees ~~shares~~or ~~will~~other becompensation ~~limited~~to any of our directors for acting as director to date.

The Company’s securities are not listed or traded on any exchange. There is no assurance, even if such shares are accepted for listing or quotation, that any market will develop or that the Company will locate a broker interested in or qualified in handling the Company’s securities. In such event, the ability of any shareholder to sell the Company’s shares owned by such shareholder will be limited.35

41ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

~~Lack~~Set forth below is information regarding the beneficial ownership of ~~market~~ our common stock, our only outstanding class of capital stock, as of June 13, 2023 by (i) each person whom we know owned, beneficially, more than 5% of the outstanding shares of our common stock, and ~~state~~(ii) ~~blue~~all ~~sky~~of ~~laws~~the current directors and executive officers as a group. We believe that, except as otherwise noted below, each named beneficial owner has sole voting and investment power with respect to the shares listed. Unless otherwise indicated herein, beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, and includes voting or investment power with respect to shares beneficially owned.

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws. The holders of our shares of Common Stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the Over-The-Counter (“OTCBB”), investors should consider any secondary market for our securities to be a limited one. We intend to seek coverage and publication of information regarding our Company in an accepted publication which permits a “manual exemption.” This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont, and Wisconsin.

Name and Address of Beneficial Owner	Shares (2)		Shares Underlying Convertible Securities (2)		Total Percent of Class (3)
Directors and Officers
Chen Ren (1)		6,120,000,000		61,200,000		27.7	%
Jiacheng Tang (1)		5,880,000,000		58,800,000		26.6	%
All executive officers and directors as a group		12,000,000,000		120,000,000		54.2	%

5% Shareholders
Southsea Global Limited (1)		1,465,761,690		146,576,169		6.6	%

Accordingly, our shares of Common Stock should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

(1)

Chen Ren: Room 2701, Block A, Zhantao Technology Building, Minzhi Street, Shenzhen 518000, China. Jiacheng Tang: BLK 2 5/F Zhenqi Jingyuan Bldg Qiaocheng East Rd Futian District, Shenzhen 518040, China. Southsea Global Limited: 7A Lechler Court, 97 High Street, Sai Ying Poon, Hong Kong.

(2)

Unless otherwise indicated, all shares are owned directly by the beneficial owner.

(3)

Based on 22,131,339,996 common shares outstanding as of June 13, 2023, and 20,000 shares of Preferred Stock outstanding, shares of common stock subject to convertible securities currently exercisable or exercisable within 60 days of June 13, 2023, are deemed outstanding for purposes of computing the percentage ownership of the person holding such convertible securities, but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

Chen Ren and Jiacheng Tang hold Series B Preferred Stock. The Series B Preferred Stock is convertible at the rate of 6,000 of Common Stock.

~~Possible~~ITEM 13. ~~classification as~~CERTAIN aRELATIONSHIPS, ~~penny~~RELATED ~~stock~~TRANSACTIONS ~~which~~AND ~~may~~DIRECTOR ~~increase reporting obligations for any transaction and additional burden on any potential broker.~~INDEPENDENCE

InDue ~~the~~from ~~event~~related aparties ~~public market~~mainly ~~develops~~consists ~~for the securities~~ of ~~the~~funds ~~Company~~advanced ~~following~~to arelated ~~business combination, such securities may be classified as penny stock depending upon the market price and the manner in which they are traded~~parties. The ~~Securities~~balances ~~and~~are ~~Exchange~~unsecured, ~~Commission has adopted Rule 15g~~non-9binterest ~~which establishes the definition of a “penny stock”~~bearing, ~~for purposes relevant to the Company, as any equity security that has a market price of less than $5.00 per share or~~ with anmaturity ~~exercise~~date ~~price~~ of ~~less~~December ~~than $5.00 per share whose securities are admitted to quotation but do not trade on the NASDAQ Capital Market or a national securities exchange. For any transaction involving a penny stock~~31, unless exempt, the rules require the delivery by the broker of a document to investor, stating the risks of investment in penny stocks, the possible lack of liquidity, commissions paid, current quotation and investors’ rights and remedies, a special suitability inquiry, regular reporting to the investor and other requirements2023.

42Due to related parties mainly consists of funds advanced from director for working capital purpose, the balances are unsecured, non-interest bearing and due on demand.

~~Implications~~For more related party transactions, see Note 11 of ~~Being~~ anthe ~~Emerging~~accompanying ~~Growth~~consolidated ~~Company~~financial statements.

As a company with less than $2.0 billion in revenue during its last fiscal year, we qualify as an “emerging growth company” as defined in the JOBS Act. For as long as a company is deemed to be an emerging growth company, it may take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies. These provisions include:36

AReview, ~~requirement~~Approval ~~to have only two years of audited financial statements~~ and ~~only~~Ratification ~~two years~~ of ~~related~~Related ~~Management’s~~Party ~~Discussion and Analysis included in an initial public offering registration statement;~~Transactions

●Given Anour ~~exemption~~small tosize ~~provide~~and ~~less~~limited ~~than~~financial ~~five~~resources, ~~years~~we have not adopted formal policies and procedures for the review, approval or ratification of ~~selected~~transactions, ~~financial~~such ~~data~~as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an ~~initial~~appropriate ~~public~~committee ~~offering~~thereof. ~~registration~~On ~~statement;~~a moving forward basis, our Director will continue to approve any related party transaction.

●Director ~~An exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting;~~Independence

●Our Anboard ~~exemption~~of ~~from~~directors ~~compliance~~is currently composed of one member, Chen Ren, who do not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any ~~new~~of orhis ~~revised~~family ~~financial~~members ~~accounting~~has ~~standards~~engaged ~~until~~in ~~they~~various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would ~~apply~~interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to ~~private~~each ~~companies;~~director’s business and personal activities and relationships as they may relate to us and our management.

●ITEM 14. AnPRINCIPAL ~~exemption~~ACCOUNTANT ~~from~~FEES ~~compliance~~AND with any new requirement adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statement of the issuer; and reduced disclosure about our executive compensation arrangementsSERVICES

AnThe ~~emerging~~following ~~growth~~table ~~company is~~presents ~~also exempt from Section 404(b) of~~ the ~~Sarbanes~~fees ~~Oxley~~for ~~Act,~~professional ~~which~~audit ~~requires~~services ~~that~~for the ~~registered~~audit ~~accounting~~of ~~firm~~our ~~shall,~~annual infinancial ~~the~~statements ~~same~~for ~~report, attest to and report on~~ the ~~assessment~~fiscal onyears ~~the~~ended ~~effectiveness~~December 31, of2022 ~~the internal control structure~~ and ~~procedures~~2021 ~~for financial reporting. Similarly, as a Smaller Reporting Company we are exempt from Section 404(b) of the Sarbanes-Oxley Act~~ and ~~our~~fees ~~independent~~billed ~~registered~~for ~~public accounting~~other ~~firm~~services ~~will~~during ~~not~~those ~~be required to formally attest to the effectiveness of our internal control over financial reporting until such time as we cease being a Smaller Reporting Company~~periods.

As an emerging growth company, we are exempt from Section 14A (a) and (b) of the Exchange Act which require stockholder approval of executive compensation and golden parachutes.

	Year ended December 31,
Fee Category	2022		2021
Audit fees (1)	$	105,000	$	14,500
Audit-related fees (2)		-		-
Tax fees (3)		-		-
All other fees (4)		-		-
Total	$	105,000	$	14,500

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

	(1)	This category consists of fees for professional services rendered by our principal independent registered public accountants for the audit of our annual financial statements, review of financial statements included in our quarterly reports and services that are normally provided by the independent registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal years.
	(2)	This category consists of fees for assurance and related services by our independent registered public accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultations concerning financial accounting and reporting standards.
	(3)	This category consists of fees for professional services rendered by our independent registered public accountant for tax compliance, tax advice, and tax planning.
	(4)	This category consists of fees for services provided by our independent registered public accountants other than the services described above.

WeAll ~~would~~above ~~cease~~audit toservices ~~be an~~were ~~emerging~~pre-approved ~~growth~~by ~~company~~the ~~upon~~Audit Committee of the ~~earliest~~Board of: Director for the fiscal years ended December 31, 2022 and 2021, which concluded that the provision of such services by Assentsure PAC was compatible with maintenance of the firm’s independence in the conduct of its audits.

~~● The first fiscal year following the fifth anniversary of the filing of this Form 10;~~37

●PART ~~The first fiscal year after our annual gross revenues are $2 billion or more;~~IV

43ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

●(a) ~~The~~Documents ~~date~~filed onas ~~which~~part weof ~~have,~~this ~~during~~Annual ~~the previous three-year period,~~Report

●(1) ~~Issues~~All 2Financial ~~billion in non-convertible debt securities; or~~Statements

●The Asconsolidated offinancial statements as listed in the ~~end~~accompanying of“Index ~~any~~to ~~fiscal~~Consolidated ~~year~~Financial inStatements” ~~which~~are ~~the~~filed ~~market~~as ~~value~~part of ~~our~~this ~~common~~Annual ~~stock~~Report ~~held~~on Form 10-K.

●(2) ByFinancial ~~non-affiliates~~Statement ~~exceeded $700 million as of the of the second quarter of that fiscal year.~~Schedules

~~Your~~All ~~percentage of~~financial ~~ownership~~statement schedules have been omitted, since the required information is not applicable or is not present in usamounts ~~may~~sufficient beto ~~diluted~~require submission of the schedule, or because the information required is included in the ~~future.~~consolidated financial statements and notes thereto included in this Form 10-K.

~~Your~~(3) percentage ownership in us may be diluted in the future because of equity issuances for acquisitions, capital market transactions or otherwise, including equity awards that we expect will be granted to our directors, officers and employees.Exhibits

Certain provisions in our certificate of incorporation and bylaws, as amended, and of Delaware law, may prevent or delay an acquisition of our Company, which could decrease the trading price of our common stock.

No.		Description
31.1*		Section 302 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
32.1*		Section 906 Certification by the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

~~Our~~* ~~certificate~~Filed of incorporation, our bylaws, as amended, and Delaware law contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the raider and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include, among others:herewith

●ITEM 16. ~~the~~FORM 10-K ~~inability of our stockholders to call a special meeting;~~SUMMARY

~~● rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;~~None.

~~● the right of our board of directors to issue preferred stock without stockholder approval;~~38

~~● a super-majority requirement to amend our certificate of incorporation or bylaws; and~~SIGNATURES

●Pursuant to the ~~ability~~requirements of ~~our~~Section 13 ~~directors,~~or ~~and~~15(d) ~~not~~of ~~stockholders~~the Securities Exchange Act of 1934, the registrant has duly caused this report to ~~fill~~be ~~vacancies~~signed on ~~our~~its ~~board~~behalf ofby ~~directors~~the undersigned, thereunto duly authorized.

Delaware law also imposes some restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock.

Date: June 14, 2023	TRANS GLOBAL GROUP, INC.

	By:	/s/ Chen Ren
		Chen Ren
		Chief Executive Officer
		Chief Financial Officer
		Director

We believe these provisions may help protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal. These provisions are not intended to make our Company immune from takeovers. In addition, although we believe these provisions collectively provide for an opportunity to receive higher bids by requiring potential acquirers to negotiate with our board of directors, they would apply even if the offer may be considered beneficial by some stockholders. These provisions may also frustrate or prevent any attempts by our stockholders to replace or remove our current management team by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.39

44Trans Global Group Inc.

WeConsolidated doFinancial ~~not expect to pay any cash dividends for the foreseeable future.~~ Statements

WeFor ~~have not declared any cash dividends. We currently intend to retain any future earnings to finance~~ the ~~growth~~Years ~~and~~Ended ~~development of the business and~~December 31, ~~therefore, we~~2022 do not anticipate that we will pay any cash dividends on shares of our common stock in the foreseeable future. Any determination to pay dividends or stock buybacks in the future will be at the discretion of our board of directors and will be dependent upon our future financial condition, results of operations and capital requirements, general business conditions and other relevant factors as determined by our board of directors. Accordingly, if you purchase shares in this offering, realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our common stock. See “Dividend Policy.”2021

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and any trading volume could decline.

Contents		Pages
Report of Independence Registered Public Accounting Firm (PCAOB ID: 6783)		F-2

Consolidated Balance Sheets		F-3

Consolidated Statements of Operations and Comprehensive Loss		F-4

Consolidated Statements of Stockholders’ Equity (Deficit)		F-5

Consolidated Statements of Cash Flows		F-6

Notes to Consolidated Financial Statements		F-7 to F-16

The trading market for our securities depends in part on the research and reports that industry or financial analysts publish about us or our business. We do not influence or control the reporting of these analysts. If one or more of the analysts who do cover us downgrade or provide a negative outlook on our company or our industry, or the stock of any of our competitors, the price of our common stock could decline. If one or more of these analysts ceases coverage of our company, we could lose visibility in the market, which in turn could cause the price of our common stock to decline.F-1

~~Rule~~Assentsure ~~144~~PAC ~~Risks~~UEN – 201816648N 80 South Bridge Road #06-02 Golden Castle Building Singapore 058710 http://www. assentsure.com.sg

~~Shareholders~~REPORT ~~who~~OF ~~receive the~~INDEPENDENT ~~Company’s~~REGISTERED ~~restricted~~PUBLIC ~~securities~~ACCOUNTING in a business combination (and certain of our existing shareholders) will not be able to sell our common stock in reliance on Rule 144 without registration until one year after we have completed our initial business combination. Rule 144 is a non-exclusive safe harbor from the definition of “underwriter” in Section 2(a)(11) of the Securities Act that applies to restricted securities. Restricted securities are securities acquired in unregistered, private sales from the Company or from an affiliate of the Company. Control securities are those held by an affiliate of the Company. An affiliate is a person, such as an executive officer, a director or large shareholder, in a relationship of control with the issuer.FIRM

~~Accordingly,~~To ~~subsection (i) to Rule 144 prohibits or limits~~ the ~~resale~~Board ~~(public)~~ of ~~the~~Directors ~~Company’s common stock. Under Rule 144(i), one year needs to pass from the date the Company ceased to be a shell company, files reports under the Exchange Act,~~ and ~~has~~Shareholders ~~filed~~of ~~the~~Trans ~~Form~~Global ~~10 type information on a Form 8-K. Further~~Group, shareholders holding restricted securities may not be able to rely on Rule 144 to sell their stock until the Company is current on all reports and other materials required to be filed with its filings for one yearInc.

~~ITEM~~Opinion on ~~1B.~~the ~~UNRESOLVED~~Financial ~~STAFF COMMENTS~~Statements

~~None~~We have audited the accompanying consolidated balance sheet of Trans Global Group, Inc (the “Company”) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes to the financial statements and schedule (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~ITEM~~Material 2.Uncertainty ~~PROPERTIES~~Related to Going Concern

The ~~company~~accompanying ~~owns~~financial nostatements ~~real property~~have been prepared assuming the Company will continue as a going concern. As disclosed in Note 3 to the financial statements, the Company incurred a net loss of $1,828,118 for the financial year ended 31 December 2022, as of December 31, 2022, the Company’s current liabilities exceeded its current assets by $927,531, as of December 31, 2022, the Company’s accumulated deficit by $4,427,506 and the Company’s operating activities cash flows of negative $159,200. These conditions indicate the existence of a material uncertainty which may cast significant doubt on the ability of the Company to continue as a going concern and therefore they may not be able to realize their assets and discharge their liabilities in the normal course of business.

The validity of the going concern basis on which the financial statements are prepared is dependent on certain assumptions and the successful outcome of the Company’s ~~corporate headquarters~~various efforts as disclosed in Note 3 to the financial statements. The assumptions are ~~located~~premised aton ~~Room~~future ~~2701~~events, ~~Block~~the A,outcome ~~Zhantao~~of ~~Technology~~which ~~Building,~~are ~~Minzhi~~inherently ~~Street,~~uncertain. ~~Shenzhen,~~Management’s ~~Guangdong~~plans ~~Province~~in –regard ~~China~~to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~ITEM~~Basis 3.for ~~LEGAL PROCEEDINGS~~Opinion

~~There~~These financial statements are nothe ~~legal~~responsibility ~~proceedings material~~of the Company’s management. Our responsibility is to ~~our~~express ~~business~~an oropinion on the Company’s financial ~~condition~~statements ~~pending~~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 ~~best~~Company ofin ~~our~~accordance ~~knowledge,~~with ~~there~~U.S. ~~are~~federal nosecurities ~~such~~laws ~~legal~~and ~~proceedings~~the ~~contemplated or~~applicable ~~threatened~~rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~ITEM~~We 4conducted our audit in accordance with the standards of the PCAOB. ~~MINE~~Those ~~SAFETY~~standards ~~DISCLOSURE~~require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Not~~Our ~~applicable~~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.

45/s/ Assentsure PAC

~~PART~~We IIhave served as the Company’s auditor since 2019.

~~ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS~~Singapore

~~Market~~June ~~Information~~14, 2023

~~Our~~(PCAOB ~~common~~ID ~~stock is quoted on OTC Pink market operated by the OTC Markets under the symbol “TGGI~~No.” ~~There has been very limited trading in our shares of common stock. We cannot assure you that there will be an active market in the future for our common stock.~~6783)

~~As of March 18, 2022, there were 20,665,578,306 shares of common stock, par value $0.001 per share issued and outstanding, and there were approximately 64 holders of record of our common stock~~F-2

~~Dividends~~Trans Global Group Inc.

WeConsolidated ~~have~~Balance ~~never paid nor declared any dividends on our common stock and do not anticipate paying cash dividends in the foreseeable future.~~Sheets

Securities Authorized For Issuance Under Equity Compensation Plans


	As of December 31,
	2022			2021

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	7,136		$	-
Amount due from the related parties		53,669			-
Prepayments and other receivables, net		207,690			-
TOTAL CURRENT ASSETS		268,495			-

NON-CURRENT ASSETS
Property, plant and equipment, net		1,832			-
Intangible assets, net		10,254,058			-
Right-of-Use asset		55,206			-
TOTAL NON-CURRENT ASSETS		10,311,096			-

TOTAL ASSETS	$	10,579,591		$	-

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	406,375		$	-
Accrued liabilities and other payables		76,869			18,000
Contract liabilities		470,281			-
Amount due to a director		186,716			60,170
Lease liability		55,785			-
TOTAL CURRENT LIABILITIES		1,196,026			78,170

TOTAL LIABILITIES		1,196,026			78,170

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.0001 par value, 1,500,000 shares authorized, 20,000 and 220,000 shares issued and outstanding, December 31, 2022 and 2021, respectively		2			22
Common stock, $0.0001 par value, 99,995,000,000 shares authorized, 22,131,339,996 and 8,665,578,306 shares issued and outstanding as of December 31, 2022 and 2021, respectively		2,213,134			866,558
Additional paid-in capital		11,943,072			215,523
Accumulated other comprehensive loss		(345,137	)		-
Accumulated deficit		(4,427,506	)		(1,160,273	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		9,383,565			(78,170	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	10,579,591		$	-

WeSee ~~currently~~accompanying donotes ~~not~~to ~~have any~~the ~~equity~~consolidated ~~compensation~~financial ~~plans.~~statements

~~Use of Proceeds~~F-3

~~Not~~Trans ~~applicable~~Global Group Inc.

46Consolidated Statements of Operations and Comprehensive Loss

Recent Sales of Unregistered Securities


	For the years ended December 31,
	2022			2021
REVENUES	$	428,991		$	-
COST OF REVENUES		111,389			-
GROSS PROFIT		317,602			-

OPERATING EXPENSES
Sales & marketing expenses		538,508			-
General & administrative expenses		1,608,765			48,938
TOTAL OPERATING EXPENSES		2,147,273			48,938

OPERATING LOSS		(1,829,671	)		(48,938	)

OTHER INCOME
Bank interest income		78			-
Non-operating income		3,613			-
TOTAL OTHER INCOME		3,691			-

LOSS BEFORE INCOME TAX		(1,825,980	)		(48,938	)

INCOME TAX EXPENSE		(2,138	)		-

NET LOSS		(1,828,118	)		(48,938	)

Other comprehensive loss
Foreign currency translation adjustment		(345,137	)		-

COMPREHENSIVE LOSS		(2,173,255	)		(48,938	)

Loss per share
Net loss per share- Basic and diluted	$	(0.00	)		(0.00	)
Weighted Average Number of shares outstanding		19,271,512,314			8,665,578,306

~~Within~~See ~~the~~accompanying ~~past~~notes ~~two~~to ~~years, we have issued and sold~~ the ~~unregistered~~consolidated ~~securities~~financial ~~set forth in the table below.~~statements

~~Shares Outstanding as of Second Most Recent Fiscal Year End:~~F-4

~~Opening~~Trans ~~Balance~~Global ~~Date~~Group ~~12/31/2018 Common: 7,865,578,306~~Inc.

~~Preferred:~~Consolidated ~~1,200,000~~Statements of Stockholders’ Equity (Deficit)

Date of Transaction	Transaction type (e.g. new issuance, cancellation, shares returned to treasury)		Number of Shares Issued (or cancelled)	Class of Securities		Value of shares issued ($/per share) at Issuance	Were the shares issued at a discount to market price at the time of issuance? (Yes/No)		Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).	Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided		Restricted or Unrestricted as of this filing.	Exemption or Registration Type.
	Preferred Stock						Common Stock						Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Equity
01/30/20	Exchange		1,200,000 old for 200,000 New Series AA Preferred	Preferred	$	0	NO		Matthew Dwyer (1)	Exchange, Old Series AA for New Series AA		Restricted	Section 4(a)(2)
	Shares			Amount			Shares			Loss			Capital			Loss			Deficit			(Deficit)
09/20/20	New issuance		800,000,000	Common	$	77,730.75	NO		VS Services, LLC	Conversion from Note and accrued interest		Unrestricted	144 Exempt
Balance as at December 31, 2020		220,000		$	20			8,665,578,306		$	866,558		$	215,523			-			(1,111,335	)		(29,232	)
09/25/20	New issuance		20,000	Series B Preferred Stock	$	0	NO		Chen Ren	Serving as President, Chief Executive Officer, Secretary and Treasurer		Restricted	Section 4(a)(2)
Net loss		-			-			-			-			-			-			(48,938	)		(48,938	)
03/03/22	Conversion		102,000 Series AA Preferred Stock converted to Common Stock	Series AA Preferred Stock and Common Stock	$	0	NO		Chen Ren	Conversion from Series AA Preferred Stock		Restricted	Section 4(a)(2)
Balance as at December 31, 2021		220,000		$	22			8,665,578,306		$	866,558		$	215,523		$	-		$	(1,160,273	)	$	(78,170	)
03/03/22	Conversion		98,000 Series AA Preferred Stock converted to Common Stock	Series AA Preferred Stock and Common Stock	$	0	NO		Jiacheng Tang	Conversion from Series AA Preferred Stock		Restricted	Section 4(a)(2)
Conversion, series AA preferred stock converted into common stock		(200,000	)		(20	)		12,000,000,000			1,200,000			(215,523	)		-			(984,457	)		-
Acquisition of ZXG Holdings		-			-			1,465,761,690			146,576			11,943,072			-			(454,658	)		11,634,990
Accumulated other comprehensive loss		-			-			-			-			-			(345,137	)		-			(345,137	)
Net loss		-			-			-			-			-			-			(1,828,118	)		(1,828,118	)
Balance as at December 31, 2022		20,000		$	2			22,131,339,996		$	2,213,134		$	11,943,072		$	(345,137	)	$	(4,427,506	)	$	9,383,565

~~Shares~~See ~~Outstanding~~accompanying onnotes ~~Date~~to ofthe ~~This~~consolidated ~~Report:~~financial statements

~~Ending Balance: Date 3/18/2022~~F-5

~~Common:~~Trans ~~20,665,578,306~~Global Group Inc.

~~Preferred:~~Consolidated ~~20,000~~Statements of Cash Flows

(1) Transferred to Chen Ren on September 25, 2020.


	For the years ended December 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,828,118	)	$	(48,938	)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization expenses		1,170,508			-
Non-cash lease expenses		86,299			-
Changes in operating assets and liabilities:
Prepayments and other receivables		143,196			-
Accounts payable		64,234			768
Accrued liabilities and other payables		38,418			-
Contract liabilities		247,720			-
Lease liability		(81,457	)		-
Net cash used in operating activities		(159,200	)		(48,170	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the acquisition of ZXG Holdings Limited		52,523			-
Purchases of property, plant and equipment		(1,301	)		-
Net cash provided by investing activities		51,222			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Advanced to the related parties		(6,706	)		-
Advanced from a director		127,064			48,170
Net cash provided by financing activities		120,358			48,170

Effect of exchange rate changes on cash and cash equivalents		(5,244	)		-

NET CHANGES IN CASH AND CASH EQUIVALENTS		7,136			-
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR		-			-
CASH AND CASH EQUIVALENTS, END OF YEAR	$	7,136		$	-

SUPPLEMENTAL CASH FLOWS INFORMATION
Cash paid for income taxes	$	2,138		$	-
Cash paid for interest paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES
Expenses paid by the related parties on behalf of the Company	$	169,114		$	-
Shares issued for acquisition of ZXG Holdings Limited	$	11,597,106		$	-
Interest expense for lease liabilities	$	998			-

~~Purchases~~See ofaccompanying ~~Equity Securities~~notes byto the ~~Issuer~~consolidated ~~and~~financial ~~Affiliated Purchasers~~statements

~~None.~~F-6

47Trans Global Group, Inc.

~~ITEM~~Notes 6.to ~~[Reserved]~~Consolidated Financial Statements

~~ITEM~~For 7.the ~~MANAGEMENT’S~~Years ~~DISCUSSION~~ended ~~AND~~December 31, ~~ANALYSIS~~2022 ORand ~~RESULTS OF OPERATIONS~~2021

~~The~~NOTE ~~following~~1 ~~discussion should~~– beORGANIZATION ~~read~~AND in conjunction with our financial statements, including the notes thereto, appearing elsewhere in this Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward- looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.OPERATIONS

Trans Global Group, Inc. (the “Company”) was formed in the State of Delaware on December 31, 1993 as Teletek, Inc. On October, 2007, the Company changed its name to Trans Global Group, Inc., its current name. ~~The~~On ~~Company’s~~September 23, ~~purpose is to seek~~2020, ~~investigate~~Matthew ~~and~~Dwyer, ifthe ~~such investigation warrants~~Company, ~~acquire~~and anChen ~~interest~~Ren inentered ~~business~~into ~~opportunities~~that ~~presented~~certain toStock itPurchase byAgreement, ~~persons~~pursuant orto ~~firms who or~~ which ~~desire~~Dwyer agreed to ~~seek~~return ~~the~~200,000 ~~perceived advantages~~shares of anSeries ~~issuer~~AA ~~who~~Preferred ~~has~~stock, ~~complied~~par ~~with~~value ~~the Exchange Act~~$0.0001 ~~The~~per ~~Company~~share ~~will not restrict its search~~ to ~~any~~treasury ~~specific~~for ~~business~~$150, ~~industry~~000, or ~~geographical location~~ and the Company ~~may~~agreed ~~participate~~to inissue a20,000 ~~business~~shares ~~venture~~ of ~~virtually~~Series ~~any~~B ~~kind~~Preferred orStock, ~~nature~~of ~~and~~the weCompany ~~have~~representing ~~not~~approximately ~~established any~~93% ~~particular criteria upon which we consider a business opportunity. This discussion~~ of the ~~proposed~~outstanding ~~business~~voting ~~herein~~power isto ~~purposefully general~~Chen ~~and~~Ren. isAnd ~~not~~Matthew ~~meant~~Dwyer toresigned beas ~~restrictive~~sole officer of the Company’s ~~virtually~~(including ~~unlimited~~as ~~discretion~~President, toChief ~~search~~Executive ~~for~~Officer, Secretary and ~~enter~~Treasure) ~~into~~and ~~potential business~~Chen ~~opportunities.~~Ren ~~Management~~was ~~anticipates~~appointed ~~that~~as itsole ~~may~~officer beof ~~able~~the toCompany ~~participate~~(including inas ~~only~~President, ~~one~~Chief ~~potential~~Executive ~~business~~Officer, ~~venture~~Secretary ~~because~~and ~~the~~Treasure) ~~Company has~~on ~~nominal~~the ~~assets~~same ~~and limited financial resources~~date.

~~Results~~On June 30, 2022, the Company consummated a share exchange pursuant to a Share Exchange Agreement among the Company and Southsea, the shareholder of ~~Operations~~ZXGBVI, pursuant to which we acquired all the ordinary shares of ZXGBVI in exchange for the issuance to the shareholder of ZXGBVI of an aggregate of 1,465,761,690 shares of the Company. As a result of the transactions contemplated by the Share Exchange, ZXGBVI became a wholly-owned subsidiary of the Company. Such reorganization was completed on August 8, 2022.

~~During~~We ~~the~~conduct ~~years~~our ~~ended December~~business ~~31,~~through ~~2021~~our ~~and~~PRC ~~2020~~subsidiary, we“Shenzhen ~~generated~~Zui noXian ~~revenues.~~Gui ~~Our~~Brewery ~~operating~~Technology ~~expenses~~Limited” ~~for the same periods were comprised of operating expenses of $48~~(“ZXGSZ”),~~938~~ ~~and~~which ~~$168,104,~~is ~~respectively, resulting in net loss of $48,938 for the year ended December 31, 2021 compared to~~ a ~~net~~wine ~~loss~~distribution ~~of $168,104 for the year ended December 31, 2020. Our operating expenses consisted of mainly professional fees for the year ended December 31, 2021~~ and ~~consisted~~retail ofsales ~~mainly~~company ~~professional~~based ~~fee~~in ~~and payroll expenses for the year ended December 31~~Guangdong, ~~2020~~China. ~~The decrease of operating expenses was mainly due to the decrease of payroll expenses.~~

~~Our~~“Zui ~~total~~Xian ~~assets~~Gui as醉仙归”, the brand name was founded by Mr. Ren Chen, a famous singer and post-80s entrepreneur. He insisted on building Chinese flavored liquor and a Chinese liquor culture, building the brand with special quality and multi liquor culture, and striving to create a healthy and good wine belonging to China and the world. We are principally engaged in the distribution and retail of ~~December~~ 31the liquor for the China market, ~~2021~~through ~~were~~online ~~$Nil~~and offline channels.

AsNOTE of2 ~~December~~– ~~31,~~SUMMARY ~~2021, the~~OF ~~Company~~SIGNIFICANT ~~had~~ACCOUNTING ~~62,049,990 shares of common stock issued and outstanding.~~POLICIES

OnBasis ~~January 30, 2020, the Company exchanged 1,200,000 shares~~ of old series AA preferred stock for 200,000 shares of new series AA preferred stock. On September 20, 2020, the Company issued 800,000,000 shares of common stock to VS Services, LLC for conversion of note and accrued interests. On September 22, 2020, the Company issued 20,000 shares of series B preferred stock to Chen Ren.presentation

48The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of consolidated financial statements in conformity with accounting principles U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Liquidity~~Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and ~~Capital Resources~~maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

AsBasis ~~for the year ended December 31, 2021 and 2020, the Company had a negative cash flow~~ of ~~$48,170 and $72,000 respectively. The Company’s principal sources and uses of funds were as follows:~~consolidation

~~For~~The ~~the~~consolidated ~~year~~financial ~~ended~~statements ~~December 31,~~include ~~2021,~~ the ~~Company~~accounts ~~used~~of ~~$48,170~~the inCompany ~~cash~~and ~~for~~its ~~operations~~subsidiaries. asAll ~~compared~~intercompany toaccounts ~~$72,000~~and ~~for~~transactions ~~the~~have ~~year~~been ~~ended~~eliminated. ~~December~~The ~~31,~~results ~~2020. Such~~of ~~decrease was~~subsidiaries ~~primarily~~acquired ~~due~~during tothe ~~lower~~respective ~~net~~periods ~~loss~~are included in ~~year~~the ~~ended~~consolidated ~~December~~statements ~~31,~~of ~~2021.~~operations ~~The~~from ~~net~~the ~~cash~~effective ~~provided~~date byof ~~the~~acquisition ~~financing~~or ~~activities~~up ~~for~~to the ~~year~~effective ~~ended December~~date ~~31,~~of ~~2021 was $48~~disposal,~~170~~ as ~~compared~~appropriate. toThe ~~$72,000~~portion ~~from~~of ~~related parties for~~ the ~~year~~income ~~ended~~or ~~December~~loss ~~31,~~applicable ~~2020.~~to ~~Such~~noncontrolling ~~decrease~~interests ~~was~~in asubsidiaries ~~result of~~is ~~less~~reflected ~~advances~~in ~~from~~ the ~~related~~consolidated ~~parties~~statements of operations.

~~The Company’s financial statements have been prepared on a going~~F-concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company’s liquidity and capital needs relate primarily to working capital and other general corporate requirements. The Company’s operations do not currently provide cash flow. To date, the Company has funded its operations by advances from related parties. The business will require significant amounts of capital in the near term to sustain operations and make the investments it needs to continue operations and execute its longer-term business plan.7

AsTrans ofGlobal ~~December 31~~Group, ~~2021 we had cash of $Nil and there were outstanding liabilities of $78,170~~Inc. As of December 31, 2020, we had $Nil in cash and the outstanding liabilities were $29,232. The working capital deficits were $78,170 and $29,232, as of December 31, 2021 and 2020, respectively. These factors raise substantial doubt about our ability to continue as a going concern as discussed in the footnotes to our financial statements. We will be unable to conduct its planned operations unless we obtain financing in the near term to meet the needs of our on-going operations, generate future revenue from operations and/or obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. In order to implement its business plan, management’s plan includes raising capital by equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. If we issue equity or equity equivalents to raise additional funds, our existing stockholders will experience substantial dilution and the new holders of securities may have rights, preferences and privileges senior to those of our existing stockholders. Management also cannot provide any assurance that unforeseen circumstances will not increase the need for the Company to raise additional capital on an immediate basis. There can be no assurance that we will be able to continue to raise funds if at all, or on terms acceptable to the Company in which case the Company may be unable to continue its operations or to meet its obligations. If adequate capital is not available when needed, we will be required to significantly modify our business model or cease operations.

~~Chen~~Notes ~~Ren, our Chief Executive Officer, is financing our operations by making advances of funds~~ to ~~cover~~Consolidated ~~our~~Financial expenses. The advances are repayable upon demand and the obligations do not bear interest. We expect that Chen Ren will continue to fund our operations until he sells his interest in the Company, and that we will continue to require additional financing to maintain our existence as a shell company for the next twelve months. Our management is not required to fund our operations by any contract or other obligation. In the event that we undertake to complete an acquisition that requires financing, we will likely depend on an outside source for such financing. However, we have not identified any debt or equity financing sources that can be relied upon to provide such financing.Statements

ItFor isthe ~~unlikely~~Years ~~that~~ended ~~we will~~December 31, be2022 ~~able~~and ~~to raise financing through a public offering of debt or equity.~~2021

OnAs ~~March 11, 2020 the World Health Organization declared the novel strain~~ of ~~coronavirus (COVID-19) a global pandemic and recommended containments and mitigation measures worldwide. The Company is monitoring this closely~~December 31, ~~and although operations have not been materially affected by the coronavirus outbreak to date~~2022, ~~the~~details ~~ultimate severity~~ of the ~~outbreak is uncertain. Operations of the~~ Company’s ~~are~~major ~~ongoing.~~subsidiaries ~~Further~~were ~~the~~as ~~uncertain nature of the spread of COVID-19 globally may impact our business operations due to the quarantine of employees, customers, and third-party service providers.~~follows:

Off-Balance Sheet Arrangements


Entity Name		Date of Incorporation

Filing Compare · TRANS GLOBAL GROUP, INC.