America Great Health

America Great Health (the "Company") operates in the health industry, focusing on innovative technologies integrated with business development within the healthcare ecosystem. The Company's mission is centered on protein and peptide small molecular drugs research and development, diagnostic and medical devices with AI cloud computing, cell therapy, and regenerational medicine and supplements manufacturing and sales. The Company has undergone a significant business transformation since a change of control on January 19, 2017, shifting from selling consumer electronic products to its current health industry focus.

The Company's core business model involves generating revenue primarily through the sale of health-related products via wholesale and retailers. Revenue recognition occurs when performance obligations are satisfied, typically upon shipment of goods. The Company considers purchase orders as contracts with customers, with most contracts being short-term, meaning the time between order confirmation and satisfaction of performance obligations is one year or less. Payment is generally due within 40 to 60 days of the invoice date, or 180 days for a major customer, and contracts do not have significant financing components or variable consideration.

The Company has several wholly-owned subsidiaries, including America Great Health in California (100% owned), GOF Biotechnologies in California (75% owned), International Institute of Great Health in California (100% owned), Nutrature Health LLC in California (100% owned), US-China Mega Beauty Health Industry Development Co., LTD in China (100% owned), and Peptide Life Inc in California (100% owned) ¹⁰¹. Additionally, the Company holds a 60% equity ownership in Sijinsai (Hainan) Biological Tech Ltd. in China, a joint venture focused on stem cell-related product R&D, production, sales, raw material procurement, mergers and acquisitions, and consulting services ¹⁰². The Company also has an equity investment in Purecell Group, an anti-aging medical institution in Australia, where it agreed to acquire 51% equity ¹⁰³.

For the fiscal year ended June 30, 2025, the Company reported sales of $391,743 ⁴. Cost of goods sold amounted to $52,622 ⁵, resulting in a gross profit of $339,121 ⁶. Operating expenses for the year were $722,056 ⁷, leading to a loss from operations of $(382,935) ⁸. The net loss for the period was $(721,242) ⁹, with a basic and diluted loss per share of $(0.00) ¹⁰. The Company used cash to fund operating activities of $332,862 ¹¹. As of June 30, 2025, the Company had a cash balance of $44,056 ¹², a working capital deficit of $3,584,235 ¹³, and a total shareholders' deficit of $(5,743,827) ¹⁴. Total liabilities were $6,045,644 ¹⁵.

Comparing fiscal year 2025 to 2024, sales increased from $294,670 ¹⁶ to $391,743 ⁴, primarily due to the launch of new products. Cost of goods sold decreased from $124,920 ¹⁷ in 2024 to $52,622 ⁵ in 2025, mainly attributed to a one-time process of expired products with $103,810 ¹⁸ in COGS in June 2024. This led to a significant increase in gross profit from $169,750 ¹⁹ in 2024 to $339,121 ⁶ in 2025. Operating expenses decreased from $952,450 ²⁰ in 2024 to $722,056 ⁷ in 2025, mainly due to decreased selling expenses, office expenses, professional expenses, reserve expenses, and stock compensation expenses. The net loss decreased from $(1,226,362) ²¹ in 2024 to $(721,242) ⁹ in 2025. Cash used in operating activities also decreased from $615,627 ²² in 2024 to $332,862 ¹¹ in 2025.

During the reported period, the Company launched new products, which contributed to the increase in sales. A significant operational development was the mutual share reversal and termination of the Cooperation Agreement with Purecell Group in November 2025, which means Purecell will return 510,000,000 shares from AAGH, and AAGH will return its investment shares in Purecell ²³. The Company also issued 7,123,282 shares of common stock for cash ²⁴ and 8,700,000 shares for service ²⁵ during the year ended June 30, 2025. The Company's current majority shareholder advanced $635,044 ²⁶ as working capital and the Company repaid $493,601 ²⁷ to the shareholder during the year ended June 30, 2025.

The Company's ability to continue as a going concern is dependent on securing additional sources of capital and the success of its business plan. Management's plans to achieve profitable operations and raise necessary capital to cover ongoing general and administrative expenses are crucial for the Company's future. The Company intends to finance operating costs over the next twelve months with existing cash on hand and advances from the current majority shareholder ²⁸.

The Company is focused on several growth areas, including protein and peptide small molecular drugs research and development, diagnostic and medical devices with AI cloud computing, cell therapy, and re-generational medicine and supplements manufacturing and sales. The Company is actively planning additional acquisitions in the health-related sector, particularly in the Asia Pacific region, where rapid economic advances have increased demand for healthcare products and services. Management believes these acquisitions could bring good value to stockholders despite cross-border business challenges.

In terms of operational outlook, the Company is in the process of maintaining a robust cybersecurity risk management program, encompassing risk assessment, incident detection and response, third-party risk, governance, board of directors' oversight, and management's role in managing cybersecurity risk. The Company currently leases office properties in Los Angeles County, California, with a month-to-month agreement for one property at $4,939.17 ²⁹ per month and an operating lease for another from June 1, 2024, to May 31, 2026, at $1,940.40 ³⁰ per month. The Company recognized approximately $82,578 ³¹ in total lease costs for the year ended June 30, 2025.

Regarding capital allocation, the Company has not paid any dividends on its common stock and currently intends to retain any earnings for use in its business, not anticipating paying cash dividends in the foreseeable future. The Company's cash needs for the year ended June 30, 2025, were primarily met by loans and advances from its current majority shareholder. As of June 30, 2025, the Company owed its current majority shareholder and other related parties $1,251,639 ³². The Company also has short-term loans totaling $595,072 ³³ and long-term loans totaling $2,224,697 ³⁴ as of June 30, 2025.

The Company faces structural headwinds and execution risks related to its ability to achieve profitable operations and secure additional capital. The independent registered public accounting firm has issued a report including an explanatory paragraph describing substantial doubt about the Company's ability to continue as a going concern due to recurring net losses and a shareholders' deficit. Furthermore, the Company has identified material weaknesses in its internal control over financial reporting, primarily due to a lack of segregation of incompatible duties and insufficient Board of Directors representation, which are attributed to inadequate staffing and lack of working capital to hire additional staff.

The most material risks disclosed in the filing include the Company's ability to continue as a going concern, as evidenced by recurring net losses and a shareholders' deficit of $(5,743,827) ¹⁴ as of June 30, 2025, and the independent auditor's disclaimer of opinion on the financial statements due to insufficient audit evidence regarding opening balances and expense transactions, and lack of appropriate analysis over the consolidation of Purecell Group. Operational risks include material weaknesses in internal control over financial reporting, specifically a lack of segregation of incompatible duties and insufficient Board of Directors representation, stemming from inadequate staffing and a lack of working capital to hire additional staff. The Company's reliance on loans and advances from its current majority shareholder to meet cash needs, with $1,251,639 ³² owed as of June 30, 2025, presents a financial concentration risk. Additionally, the Company's common stock is considered a "penny stock" due to a market price less than $5.00 ³⁵ per share, subjecting it to additional sales practice requirements for broker-dealers that may restrict trading and affect shareholders' ability to sell shares.

Management's message to shareholders conveys a commitment to investing in innovative technologies and business development within the healthcare ecosystem, with a focus on protein and peptide small molecular drugs, diagnostic and medical devices with AI cloud computing, cell therapy, and re-generational medicine and supplements manufacturing and sales. Despite acknowledging recurring net losses and a shareholders' deficit of $(5,743,827) ¹⁴ as of June 30, 2025, management explicitly states its plan to continue as a going concern by achieving profitable operations and raising necessary capital to cover ongoing general and administrative expenses. The Company intends to finance operating costs over the next twelve months with existing cash on hand and advances from the current majority shareholder. Strategic priorities include pursuing additional acquisitions in the health-related sector, particularly in the Asia Pacific region, and maintaining a robust cybersecurity risk management program. Management has also retained an outside, independent financial consultant to record and review all financial data and prepare financial reports to mitigate identified material weaknesses in internal control over financial reporting, and intends to hire additional accounting personnel as finances allow.