June 28, 2022

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AMERICA GREAT HEALTH : Management’s Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

Forward Looking Statement Notice

Certain statements made in this Quarterly Report on Form 10-Q
are “forward-looking statements” (within the meaning of the Private Securities
Litigation Reform Act of 1995) regarding the plans and objectives of management
for future operations. Such statements involve known and unknown risks,
uncertainties and other factors that may cause actual results, performance or
achievements of Crown Marketing, (“we”, “us”, “our” or the “Company”) to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. The forward-looking
statements included herein are based on current expectations that involve
numerous risks and uncertainties. The Company’s plans and objectives are based,
in part, on assumptions involving the continued expansion of business.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although
the Company believes its assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could prove inaccurate and, therefore,
there can be no assurance the forward-looking statements included in this
Quarterly Report will prove to be accurate. In light of the significant
uncertainties inherent in the forward-looking statements included herein, the
inclusion of such information should not be regarded as a representation by the
Company or any other person that the objectives and plans of the Company will be
achieved.



History and Organization

America Great Health, formerly Crown Marketing, is a Wyoming corporation (the
“Company”). Pursuant to an Agreement and Plan of Reorganization dated December
2, 2013
, the Company acquired all of the common stock of Okra Energy, Inc., a
California corporation that was subscribed for on December 2, 2013 and then
incorporated on December 18, 2013, in exchange for 16,155,746,000 shares of
Common Stock of the Company (the “Common Stock”) at the closing of the Agreement
on December 3, 2013. Immediately prior to the closing, there were approximately
3,825,275,800 shares of Common Stock outstanding. After the closing, the
beneficial owner of Okra Energy, Inc. shareholder, Jay Hooper, owned
approximately 98.8{de3fc13d4eb210e6ea91a63b91641ad51ecf4a1f1306988bf846a537e7024eeb} of the outstanding shares of common stock of the Company.
The transaction was accounted for as a reverse merger (recapitalization) with
Okra Energy, Inc. deemed to be the accounting acquirer and the Company deemed to
be the legal acquirer.

A change of control took place on January 19, 2017 from Jay Hooper. Control was
obtained by the sale of 16,155,746,000 shares of the Company common stock from Mr. Hooper to an investor group led by Mike Q. Wang. In connection with the
change of control, the Company sold to Jay Hooper, one of its subsidiary,
Italiano, Inc., for $100 and another subsidiary, Crown Laboratory Inc., in
exchange for the cancellation of all payables and accrued expenses.

On March 1, 2017, the Company filed with the Secretary of State of Wyoming an
Articles of Amendment to change the corporate name from Crown Marketing to
America Great Health.

On March 9, 2017, the Company formed a wholly owned subsidiary, America Great
Health
, under the laws of the State of California.


Overview of Business


The Company under the new management will focus its business in the health
related industry. The Company’s Chairman and president, Mike Wang, is the owner
of several health related businesses below with which The Company is evaluating
the possibilities of forming several joint ventures. The Company might
effectuate the joint ventures using stocks.

1. Health & Beauty Group Inc. It is a California company in the business of R &D

   and sale of vitamins and nutritional supplements. It owns more than 20
   formulas and engages contract manufacturers to make these products. The
   company has built up solid sales records both in the US as well as in China.
   On January 04, 2018, the Company entered into a Stock Purchase Agreement
   with Health & Beauty Group, Inc. (the "Seller") to purchase 51{de3fc13d4eb210e6ea91a63b91641ad51ecf4a1f1306988bf846a537e7024eeb} of common
   shares of the Seller, for an aggregate purchase price of $765,000, which
   consisting of 63,750,000 outstanding shares of the Company's common stock at
   $0.012 per share. On April 05, 2018, the Company entered into a Rescission
   Agreement (the "Rescission Agreement") with the seller to rescind the
   transactions set forth in the Stock Purchase Agreement prior to the
   transaction closing.

2. Pro Health Inc., a Tennessee company organized in 2016. It entered into a

   Sales Agreement with Provision Healthcare, LLC, a Tennessee limited liability
   company, in the selling of ProNova Equipment, which is a Proton Treatment
   device used in the treatment of cancer. Other than the sale of equipment, Pro
   Health will also be providing Total Solution Services related with the use of
   the Equipment.




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3. Sales Agreement between Mike Wang and Dr. William Fang for the marketing and

   sales of Dr. Fang's early detection system of Cardio Vascular diseases. The
   device provides unique 3D imaging for the Cardio Vascular conditions for
   patients and has already won approval of US FDA. It has very positive
   significance in helping preventing heart attacks, which are the number one
   killer in the US as well as in the world.



On March 5, 2018, America Great Health, a California Corporation (“AAGH CA”), a
wholly owned subsidiary of the Company, entered into a Sino-foreign Co-operative
Joint Venture Contract (the “JV Agreement”) with Guangzhou Bona Biotechnology
Co., Ltd.
(“Bona”) to establish a JV,Pomeikang Biotechnology (Guangzhou) Co.,
Ltd.
(“Pomeikang”), to promote and develop sales channels for health and
cosmetics related products supplied by AAGH CA in the mainland of the People’s
Republic of China
, the Hong Kong Special Administration Region and the Macau
Special Administration Region
(together, the “China Market”).

Pursuant to the JV Agreement, AAGH CA and Bona each own 49{de3fc13d4eb210e6ea91a63b91641ad51ecf4a1f1306988bf846a537e7024eeb} and 51{de3fc13d4eb210e6ea91a63b91641ad51ecf4a1f1306988bf846a537e7024eeb} of
Pomeikang, respectively, and AAGH California has the veto right to stop the
majority shareholder’s decision. AAGH CA will contribute the initial products
supply in equivalent of cash amount of RMB 2.45 million ($368,000) to Pomeikang
and Bona will contribute any required operating capital, experienced sales team,
promotional effort, and customer services to ensure normal day to day operation
of Pomeikang. Bona will also be responsible for acquiring any required
government permits, sales permits, and business licenses for Pomeikang.

At December 31, 2018, the Company decided to no longer participate in
Pomeikang’s operations. On April 1, 2019, AAGH California transferred its 49{de3fc13d4eb210e6ea91a63b91641ad51ecf4a1f1306988bf846a537e7024eeb}
ownership to Bona for $1.

On May 21, 2018, the Company, entered into an Exclusive Oversea Distribution
Agreement (the “Agreement”) with Foshan Wanshunbao Technology Co., Ltd.
(“Wanshunbao”), a mainland China based company. According to the Agreement,
Wanshunbao wishes to promote and develop overseas sales channels for its unique
“Mysteries Fruit” tea and related products worldwide. The Company is appointed
as Wanshunbao’s exclusive distributor to market and sell the “Mysteries Fruit”
herbal tea and related products in geographic areas covers all over the world
except mainland China.

In the past 20 years, Wangshunbao has dedicated to improve its R&D, and
production of the unique “Mysteries Fruit” and related supplemental products,
currently, Wangshunbao has developed a leading role in this industry, and is in
the process of expanding its business model worldwide to a 10 billion RMB ($1.5
billion
) industry chain. To achieve that goal, Wangshunbao’s management team had
been actively seeking a qualified international distributor and business partner
to execute its expansion plan.

The Company’s management team was invited to Foshan, China in early May, 2018 to
visit Wangshunbao and its production facilities, upon extensive discussion and
negotiation, the Company was granted with exclusive distribution rights
worldwide for “Mysteries Fruit” tea and related products. The Company believes
by introducing “Mysteries Fruit” products to oversee consumers would have a huge
beneficial effect; and the management is confident about this business
opportunity, as the Company’s core team members all have been in health and
supplemental related industry for over 20 years, and has substantial nutrient
products sales experiences and marketing channels. The Company is currently
conducting preliminary sales campaigns for “Mysteries Fruit” products.

The Company is also planning to conduct additional acquisitions. Mike Wang has
approached several health related companies in China and met the management of
potential acquisition targets. Rapid economic advances in China in the last
thirty years have greatly improved the living standards in China. This in turn
brings demand in healthcare products and services. The Company feels strongly
that despite the challenges of cross border business, it might be able to
acquire some good growth companies and bring good values to our stockholders.

As inherent with any new business development, there are risks involved in such
endeavor. For all the healthcare related businesses afore-mentioned, the Company
is evaluating what kind of risks we are facing. The Company notices that vitamin
and nutrition supplement business is a highly competitive market and faces
multiple regulatory monitoring. The compliance challenge is constant. Regarding
proton treatment sales, the device is very expensive and for such large ticket
item, the procurement process can be long and arduous. The sale of cardio
vascular device also has its challenges. The device is not well known and the
acceptance of the use requires major efforts in educating not only the medical
professionals but also consumers. This would demand financial as well as other
resources. Although the Company is making some progress in the Merger and
Acquisition efforts, any potential results, if any, are still not certain.

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Critical Accounting Policies and Estimates


Estimates


The preparation of these consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the dates of the consolidated financial statements and the
reported amounts of net sales and expenses during the reported periods. Actual
results may differ from those estimates and such differences may be material to
the financial statements. The more significant estimates and assumptions by
management include among others, the fair value of shares of common stock issued
for services. The current economic environment has increased the degree of
uncertainty inherent in these estimates and assumptions.

Recent Accounting Pronouncements

See Footnote 2 of the financial statements for a discussion of recently issued
accounting standards.



Results of Operations



Results of Operations for the three and nine months ended March 31, 2019
compared to the three and nine months ended March 31, 2018.

There was no revenue and cost of sales for the three and nine months ended March
31, 2019
.

Operating expenses incurred for the nine months ended March 31, 2019 and March
31, 2018
was $37,927 and $37,078, respectively. Operating expenses incurred for
the three months ended March 31, 2019 and 2018 was $7,531 and $9,099,
respectively. The decrease in the quarter ended March 31, 2019 was mainly due to
the lower professional fee.

Our net loss for the three months ended March 31, 2019 and March 31, 2018 was
$7,531 and $9,099, respectively. Our net loss for the nine months ended March
31, 2019
and March 31, 2018 was $51,705 and $37,878, respectively. The decrease
in net loss in the quarter ended March 31, 2019 was mainly due to the lower
professional fee. The increase in net loss in the nine months ended March 31,
2019
was mainly due to the loss on disposal of JV investment, partly offset by
lower professional fee.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current
and future operations, satisfy its obligations, and otherwise operate on an
ongoing basis. Significant factors in the management of liquidity are funds
generated by operations, levels of accounts receivable and accounts payable and
capital expenditures.

The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the settlement
of liabilities and commitments in the normal course of business. As reflected in
the accompanying consolidated financial statements, the Company has incurred
recurring net losses. For the nine months ended March 31, 2019, the Company
recorded a net loss of $51,705, used cash to fund operating activities of
$26,763, and at March 31, 2019, had a shareholders’ deficit of $159,158. For the
nine months ended March 31, 2018, the Company recorded a net loss of $37,878,
used cash to fund operating activities of $30,597. These factors create
substantial doubt about the Company’s ability to continue as a going concern.
The financial statements do not include any adjustments that might be necessary
if the Company is unable to continue as a going concern.

The new management’s plans to continue as a going concern revolve around its
ability to achieve profitable operations, as well as raise necessary capital to
pay ongoing general and administrative expenses of the Company. The ability of
the Company to continue as a going concern is dependent on securing additional
sources of capital and the success of the Company’s plan. There is no assurance
that the Company will be successful in raising the additional capital or in
achieving profitable operations.

Our cash needs for the nine months ended March 31, 2019 were primarily met by
loans and advances from current majority shareholder. As of March 31, 2019, we
had a cash balance of $198. Our new majority shareholders will need to provide
all of our working capitals going forward.

Primarily as a result of our recurring losses and our lack of liquidity, we
received a report from our independent registered public accounting firm for our
financial statements for the year ended June 30, 2018 that includes an
explanatory paragraph describing the uncertainty as to our ability to continue
as a going concern.



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Financial Position


As of March 31, 2019, we had $198 in cash, negative working capital of $159,158
and an accumulated deficit of $3,221,388.

Contractual Obligations and Off-Balance Sheet Arrangements

We do not have any contractual obligations or off balance sheet arrangements.

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