Forward-Looking Statements

The following management's discussion and analysis should be read in conjunction with our historical financial statements and the related notes thereto. The management's discussion and analysis contain forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words "believe," "plan," "intend," "anticipate," "target," "estimate," "expect" and the like, and/or future tense or conditional constructions ("will," "may," "could," "should," etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under "Risk Factors" in our Annual Report filed with the SEC on March 30, 2022, as updated in subsequent filings we have made with the SEC that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report.





Basis of Presentation



The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on our unaudited financial statements contained in this Quarterly Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.





Overview


Joway Health Industries Group Inc. (the Company, us or we) was incorporated in the state of Nevada. As of December 31, 2020, we become a shell company. The Company will promptly file a Current Report on Form 8-K when, and if, its status as a shell company changes.

The Company has no specific plans or proposals at this time which relate to or would result in:

? the acquisition by any person of additional securities of the Company;

? an extraordinary corporate transaction, such as a merger, reorganization or

liquidation, involving the Company or any of its subsidiaries;

? a sale or transfer of a material amount of assets of the Company or of any of

its subsidiaries;

? any material change in the present capitalization or dividend policy of the

Company;

? any other material change in the Company's business or corporate structure;

? changes in the Company's charter, bylaws or instruments corresponding thereto

or other actions which may impede the acquisition of control of the issuer by

any other person;

? causing a class of securities of the Company to be delisted from a national

securities exchange or to cease to be authorized to be quoted in an

inter-dealer quotation system of a registered national securities association;

? a class of equity securities of the Company becoming eligible for termination

of registration pursuant to Section 12(g)(4) of the Securities Act of 1933, as

amended; or

? any similar action to those enumerated above.






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Change in Control


On February 3, 2022, the Company consummated the transactions contemplated by the Stock Purchase Agreement dated as of January 31, 2022 (the "Purchase Agreement"), by and among the Company, Crystal Globe Limited, a British Virgin Island company ("Crystal Globe") and JHP Holdings, Inc., a Nevada corporation ("JHP"), pursuant to which JHP purchased 16,644,820 shares of common stock of the Company from Crystal Globe. The shares represent 83% of the issued and outstanding shares of the Company on a fully diluted basis. The purchase price for the shares paid by JHP was $100,000. Pursuant to the Purchase Agreement, each of Crystal Globe, JHP and Company made customary representations and warranties to each other. The parties agreed to certain customary post-closing covenants, including those relating to confidentiality, publicity and litigation support. The Company and Crystal Globe also agreed to certain indemnification provisions as they pertain to JHP for breaches or inaccuracies in their respective representations and warranties or covenants.

In connection with the acquisition of the 83% by JHP, Jinghe Zhang, the sole officer and director of the Company, resigned and JHP appointed Ramon Lata as the President, Treasurer and Secretary and sole director of the Company. The executive offices of the Company are currently located at 600 South 3rd Street, Las Vegas, Nevada 89101.





Results of Operations



Results of Operations - Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021





Revenues


During the three-month period ended March 31, 2022 and March 31, 2021, we did not realize any revenues from operations.





Expenses


Operating expenses, consisting entirely of general and administrative expenses (including professional fees) totaled $10,334 in the three-month period ended March 31, 2022, compared to $83,425 in the three-month period ended March 31, 2021, which consisted entirely of general and administrative expenses.





Net Loss


We incurred a net loss of $10,334, for the three months ended March 31, 2022, compared to a net loss of $83,425 for the corresponding period ended March 31, 2021.

Liquidity and Capital Resources

As of March 31, 2022, we had no cash, we had liabilities of $113,387, and an accumulated deficit of approximately $7.4 million. We anticipate that our current liquidity is not sufficient to meet the obligations associated with being a company that is fully reporting with the SEC.

To date, we have managed to keep our monthly cash flow requirement low for two reasons. First, our sole officer does not draw a salary at this time. Second, we have been able to keep our operating expenses to a minimum by operating in space provided at no expense and by accruing legal fees.





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We currently have no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

Our sole officer and director has made no commitments, written or oral, with respect to providing a source of liquidity in the form of cash advances, loans and/or financial guarantees.

We will need to raise funds in order to effectuate our business plan. We anticipate that we will need to seek financing through means such as borrowings from institutions or private individuals or a capital raise. There can be no assurance that we will be able to raise such funds. If we are unsuccessful at finding a buyer for our business or another entity with which we could create a joint venture, we expect that we will be required to seek protection from creditors under applicable bankruptcy laws.

We have a history of operating losses and negative cash flow. These conditions raise substantial doubt about our ability to meet all of our obligations over the twelve months following the filing of this Form 10-Q. Management has evaluated these conditions and concluded that current plans will alleviate this concern.

Our ability to continue as a going concern is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 2 of our financial statements.

Off-Balance Sheet Arrangements

We have never entered into any off-balance sheet financing arrangements and have not formed any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.





Contractual Obligations



None.


Critical Accounting Policies

Management's discussion and analysis of its financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Our financial statements reflect the selection and application of accounting policies which require management to make significant estimates and judgments. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe that the following reflect the more critical accounting policies that currently affect our financial condition and results of operations.

Recent Accounting Pronouncements

We do not anticipate that the adoption of recently issued accounting pronouncements to have a material effect on our condensed consolidated financial statements.





Going Concern



The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in the accompanying unaudited condensed financial statements, the Company had an accumulated deficit of $7,366,302 at March 31, 2022, and has incurred losses for all periods presented. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan, which is now to seek a buyer for the Company. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management intends to provide the Company with additional loans as needed. Management feels these actions provide the opportunity for the Company to continue as a going concern.





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