UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A2



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



For
the fiscal year ended October 31, 2013



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



For
the transition period from ___________ to ___________



COMMISSION
FILE NO. 001-34808



CHINA
BOTANIC PHARMACEUTICAL INC.

(Exact
name of registrant as specified in its charter)



Nevada

(State
or other jurisdiction of incorporation)



6770

(Primary
Standard Industrial Classification Code Number)



88-1273503

(IRS
Employer Identification No.)



1185
Avenue of the Americas, 3rd Floor

New
York, New York 10036

646-768-8417

(Address
and telephone number of registrant’s executive office)



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class |  | Trading
    Symbol |  | Name
    of each exchange on which registered
|----------------------- |  | ------------------ |  | ---------------------------------------------
|None                    |  | N/A                |  | N/A                                          



Securities
registered pursuant to Section 12(g) of the Act: Common Stock



Indicate
by check mark whether 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 ☒



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 shorter period that the registrant as required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes ☒ No ☐



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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, 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. ☐



Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐



The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of April 30, 2013, the
last business day of the registrant’s most recently completed second fiscal quarter, was approximately $20,481745 based on a closing
price of $0.55 as of such date. Solely for purposes of this disclosure, shares of common stock held by executive officers, directors,
and beneficial holders of 10% or more of the outstanding common stock of the registrant as of such date have been excluded because such
persons may be deemed to be affiliates.



As
of February 23, 2022 the Registrant had 37,239,536 shares of common stock issued and outstanding.


















EXPLANATORY
                                            NOTE



This Amendment No. 2 (“Amendment No. 2”)
to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K/A for the year ended October 31, 2013 as filed with the Securities
and Exchange Commission (the “SEC”) on February 28, 2022 (the “Original Filing”).



The Company’s Amendment No. 1 contained
a Disclaimer Opinion as of October 31, 2021 and 2012. We are filing this Amendment No. 2 to to change the disclaimer opinion to an audit
opinion provided by our auditors. The following items have been amended:



Item 8 “Report of Independent
Registered Public Accounting Firm”



In addition, the Company’s Principal Executive
and Principal Financial Officer has provided new certifications dated as of the date of this filing in connection with this Form 10-K/A
(Exhibits 31.1 and 32.1).



Except as described above, no other information
included in the Original Filing is being amended or updated by this Amendment No. 2 and this Amendment No. 2 does not purport to reflect
any information or events subsequent to the Original Filing. This Amendment No. 1 continues to describe the conditions as of the date
of the Original Filing and, except as expressly contained herein, we have not updated, modified or supplemented the disclosures contained
in the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and with our filings
with the SEC subsequent to the Original Filing.














TABLE
OF CONTENTS



|            | PART
    I                                                                                         |    
|----------- | -------------------------------------------------------------------------------------------------- | ---
|            |                                                                                                    |    
|Item
    1  | Description
    of Business                                                                        | 1  
|            |                                                                                                    |    
|Item
    1A | Risk
    Factors                                                                                   | 2  
|            |                                                                                                    |    
|Item
    1B | Unresolved
    Staff Comments                                                                      | 8  
|            |                                                                                                    |    
|Item
    2  | Properties                                                                                         | 8  
|            |                                                                                                    |    
|Item
    3  | Legal
    Proceedings                                                                              | 8  
|            |                                                                                                    |    
|Item
    4  | Mine
    Safety Disclosures                                                                        | 8  
|            |                                                                                                    |    
|            | PART
    II                                                                                        |    
|            |                                                                                                    |    
|Item
     5 | Market
    for Common Equity and Related Stockholder Matters                                       | 9  
|            |                                                                                                    |    
|Item
     6 | Selected
    Financial Data                                                                        | 9  
|            |                                                                                                    |    
|Item
     7 | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations          | 9  
|            |                                                                                                    |    
|Item
    7A | Quantitative
    and Qualitative Disclosures About Market Risk                                     | 11 
|            |                                                                                                    |    
|Item
    8  | Financial
    Statements and Supplementary Data                                                    | F-1
|            |                                                                                                    |    
|Item
    9  | Changes
    in and Disagreements With Accountants on Accounting and Financial Disclosure           | 12 
|            |                                                                                                    |    
|Item
    9A | Controls
    and Procedures                                                                        | 12 
|            |                                                                                                    |    
|Item
    9B | Other
    Information                                                                              | 12 
|            |                                                                                                    |    
|            | PART
    III                                                                                       |    
|            |                                                                                                    |    
|Item
    10 | Directors,
    Executive Officers, and Corporate Governance                                        | 13 
|            |                                                                                                    |    
|Item
    11 | Executive
    Compensation                                                                         | 14 
|            |                                                                                                    |    
|Item
    12 | Security
    Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 15 
|            |                                                                                                    |    
|Item
    13 | Certain
    Relationships and Related Transactions, and Director Independence                      | 15 
|            |                                                                                                    |    
|Item
    14 | Principal
    Accountant Fees and Services                                                         | 15 
|            |                                                                                                    |    
|            | PART
    IV                                                                                        |    
|            |                                                                                                    |    
|Item
    15 | Exhibits
    and Financial Statement Schedules                                                     | 16 



i






PART
I



ITEM
1. DESCRIPTION OF BUSINESS



As
used in this annual report, the terms “we”, “us”, “our”, “the Company”, mean China Botanic
Pharmaceutical Inc. unless otherwise indicated.



Cautionary
Note Regarding Forward-Looking Statements



This
report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements
regarding our ability to locate and acquire an operating business and the resources and efforts we intend to dedicate to such an endeavor,
our development of a viable business plan and commencement of operations, and our ability to locate sources of capital necessary to commence
operations or otherwise meet our business needs and objectives. All statements other than statements of historical facts contained in
this report, including statements regarding our future financial position, liquidity, business strategy, and plans and objectives of
management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,”
“continue,” “anticipate,” “intend,” “should,” “plan,” “could,”
“target,” “potential,” “is likely,” “will,” “expect” and similar expressions,
as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on
our current expectations and projections about future events and financial trends that we believe may affect our financial condition,
results of operations, business strategy, and financial needs.



The
results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties, and risks that
may cause actual results to differ materially from these forward-looking statements include those described in Item 1A. – Risk
Factors. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information,
future events, or otherwise.



Description
of Business



China
Botanic Pharmaceutical Inc. (“the Company”, CBPI, “we” “us”) was incorporated in the State of Nevada
on August 18, 1988, originally under the corporate name of Solutions, Incorporated.  It was inactive until August 16, 1996, when
it changed its corporate name to Suarro Communications, Inc, and engaged in the business of providing internet-based business services. 
This line of business was discontinued in 2006, and CBPI became a non-operating public company.  CBPI underwent many corporate name
changes as follows:



|June
    1997     |  | ComTech
    Consolidation Group, Inc 
|----------------- |  | -------------------------------------
|February
    1999 |  | E-Net
    Corporation                
|May
    1999      |  | E-Net
    Financial Corporation      
|January
    2000  |  | E-Net.Com
    Corporation            
|February
    2000 |  | E-Net
    Financial.Com Corporation  
|January
    2002  |  | Anza
    Capital, Inc (“Anza”)       
|June
    2006     |  | Renhuang
    Pharmaceuticals, Inc.   
|October
    2010  |  | China
    Botanic Pharmaceutical Inc.



The
Company has been inactive since September 2012.



On
February 4, 2021, as a result of a custodianship in Clark County, Nevada, Case Number: A-20-827231-B Custodian Ventures LLC (“Custodian”)
was appointed custodian of China Botanic Pharmaceutical, Inc. (the “Company”). On the same date, Custodian appointed David
Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer, and Chairman
of the Board of Directors.



On August 24, 2021, as a result of a private
transactions, 1,000,000 shares of Series A-1 Preferred Stock, $0.001 par value per share (the “Shares”) of the Company, were
transferred from Custodian Ventures, LLC to Issamar Ginzberg, Israel Moshe Levy, Shmuel Rotbard, and Benjamin Levin (collectively, the
“Purchasers”). As a result, the Purchasers became holders of approximately 96% of the voting rights of the issued and outstanding
share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder. The consideration paid
for the Shares was $250,000. The source of the cash consideration for the Shares was personal funds. In connection with the transaction,
David Lazar released the Company from all debts owed to him and/or Custodian Ventures, LLC.



On August 24, 2021, the existing director and
officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief
Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At the effective date of the transfer, Issamar
Ginzberg consented to act as the new Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director
of the Company,



Issamar Ginzberg, Chairman/CEO – Mr. Ginzberg
is a serial entrepreneur who has assisted entrepreneurs and organizations, consulting on business strategy and marketing insights. In
2005, Mr. Ginzberg began his own consulting business specializing in the field of strategic marketing for emerging companies. In 2012,
Issamar founded Monetized Intellect Consulting to assist companies with advice and strategy for communicating their offerings and vision
with their current and potential customers and stakeholders. Since 2013, Mr. Ginzberg has been CEO of It’s All From Above, LLC,
a consulting firm which has advised hundreds of companies across the world to improve their business strategy, processes, and marketing
and grow their brands. Services include copywriting, brand creation, advisory services on M&A, and business strategy.



Aside from his normal business activities, Issamar
serves in advisory role to several companies including Marx Bio and Shtar. Additionally, Mr. Ginzberg is often called upon to give marketing
lectures at various companies (i.e. Google, Tel Aviv University and the Jewish National Fund). Mr. Ginzberg has authored or been interviewed
for many articles that have been featured in various publications including The Washington Post, Prevention Magazine, The Jerusalem Post,
CNBC and Fox Business.



1








Competition
                                            and Market Conditions



We
will face substantial competition in our efforts to identify and pursue a business venture. The primary source of competition is expected
to be from other companies organized and funded for similar purposes, including small venture capital firms, blank check companies, and
wealthy investors, many of which may have substantially greater financial and other resources than we do. In light of our limited financial
and human resources, we are at a competitive disadvantage compared to many of our competitors in our efforts to obtain an operating business
or assets necessary to commence our operations in a new field. Additionally, with the economic downturn caused by the coronavirus pandemic,
many venture capital firms and similar firms and individuals have been seeking to acquire businesses at discounted rates, and we therefore
currently face additional competition and resultant difficulty obtaining a business. We expect these conditions to persist at least until
the economy recovers. Further, even if we are successful in obtaining a business or assets for new operations, we expect there to be
enhanced barriers to entry in the marketplace in which we decide to operate as a result of reduced demand and/or increased raw material
costs caused by the pandemic and other economic forces that are beyond our control.



Regulation



As
of the date of this Report, we are required to file reports with the Securities and Exchange Commission (the “SEC”) by Section
13 of the Securities Exchange Act of 1934 (the “Exchange Act”).



Depending
on the direction management decides to take and a business or businesses we may acquire in the future, we may become subject to other
laws or regulations that require us to make material expenditures on compliance including the increasing state-level regulation of privacy.
Any such requirements could require us to divert significant human and capital resources on compliance, which could have an adverse effect
on our future operating results.



Employees



As
of the date of this Report, we do not have employees. However, an entity controlled by our Chief Executive Officer provides part-time
consulting services to us without compensation.



ITEM
1A. RISK FACTORS



Risks
Relating to Our Business and Financial Condition



We
currently have no operations, and investors, therefore, have no basis on which to evaluate the Company’s future prospects.



We
currently have no operations and will be reliant upon a merger with or acquisition of an operating business to commence operations and
generate revenue. Because we have no operations and have not generated revenues, investors have no basis upon which to evaluate our ability
to achieve our business objective of locating and completing a business combination with a target business. We have no current arrangements
or understandings with any prospective target business concerning a business combination and may be unable to complete a business combination
in a reasonable timeframe, on reasonable terms, or at all. If we fail to complete a business combination as planned, we will never generate
any operating revenues.



We
may face difficulties or delays in our search for a business combination, and we may not have access to sufficient capital to consummate
a business combination.



We
may face difficulty identifying a viable business opportunity or negotiating or paying for any resulting business combination. Economic
factors that are beyond our control, including the COVID-19 pandemic and consequent economic downturn, as well as increased competition
for acquisitions of operating entities that we expect to encounter as a result thereof, may hinder our efforts to locate and/or obtain
a business that is suitable for our business goals at a price we can afford and on terms that will enable us to sufficiently grow our
business to generate value to our shareholders. We have limited capital, and we may not be able to take advantage of any available business
opportunities on favorable terms or at all due to the limited availability of capital. There can be no assurance that we will have sufficient
capital to provide us with the necessary funds to successfully develop and implement our plan of operation or acquire a business we deem
to be appropriate or necessary to accomplish our objectives, in which case we may be forced to terminate our business plan and your investment
in the Company could become worthless.



If
we are not successful in acquiring a new business and generating material revenues, investors will likely lose their investment.



If
we are not successful in developing a viable business plan and acquiring a new business through which to implement it, our investors’
entire investment in the Company could become worthless. Even if we are successful in combining with or acquiring the assets of an operating
entity, we can provide no assurances that the Company will be able to generate significant revenue therefrom in the short-term or at
all or that investors will derive a profit from their investment. If we are not successful, our investors will likely lose their entire
investment.



If
we cannot manage our growth effectively, we may not become profitable.



Businesses,
including development-stage companies such as ours and/or any operating business or businesses we may acquire, often grow rapidly and
tend to have difficulty managing their growth. If we are able to acquire an operating business, we will likely need to expand our management
team and other key personnel by recruiting and employing experienced executives and key employees and/or consultants capable of providing
the necessary support.



We
cannot assure you that our management will be able to manage our growth effectively or successfully. Our failure to meet these challenges
could cause us to lose money, and your investment could be lost.





2








Because
                                            we have limited capital, we may need to raise additional capital in the future by issuing
                                            debt or equity securities, the terms of which may dilute our current investors and/or reduce
                                            or limit their liquidation or other rights.



We
may require additional capital to acquire a business. We may not be able to obtain additional capital when required. Future business
development activities, as well as administrative expenses such as salaries, insurance, general overhead, legal and compliance expenses,
and accounting expenses, will require a substantial amount of additional capital. The terms of securities we issue in future capital
raising transactions may be more favorable to new investors and may include liquidation preferences, superior voting rights, or the issuance
of other derivative securities, which could have a further dilutive effect on or subordinate the rights of our current investors. Any
additional capital raised through the sale of equity securities will likely dilute the ownership percentage of our shareholders. Additionally,
any debt securities we issue would likely create a liquidation preference superior to that of our current investors and, if convertible
into shares of Common Stock, would also pose the risk of dilution.



We
may be unable to obtain necessary financing if and when required.



Our
ability to obtain financing, if and when necessary, may be impaired by such factors as the capital markets (both in general and in the
particular industry or industries in which we may choose to operate), our limited operating history, and current lack of operations,
the national and global economies, and the condition of the market for microcap securities. Further, economic downturns such as the current
global depression caused by the COVID-19 pandemic may increase our requirements for capital, particularly if such economic downturn persists
for an extended period of time or after we have acquired an operating entity, and may limit or hinder our ability to obtain the funding
we require. If the amount of capital we are able to raise from financing activities, together with any revenues we may generate from
future operations, is not sufficient to satisfy our capital needs, we may be required to discontinue our development or implementation
of a business plan, cancel our search for business opportunities, cease our operations, divest our assets at unattractive prices or obtain
financing on unattractive terms. If any of the foregoing should happen, our shareholders could lose some or all of their investment.



Because
we are still developing our business plan, we do not have any agreement for a business combination.



We
have no current arrangement, agreement or understanding with respect to engaging in a business combination with any specific entity.
We may not be successful in identifying and evaluating a suitable acquisition candidate or in consummating a business combination. We
are neutral as to what industry or segment for any target company. We have not established specific metrics and criteria we will look
for in a target company, and if and when we do we may face difficulty reaching a mutual agreement with any such entity, including in
light of market trends and forces beyond our control. Given our early-stage status, there is considerable uncertainty and therefore inherent
risk to investors that we will not succeed in developing and implementing a viable business plan.



The
COVID-19 pandemic could materially adversely affect our financial condition, future plans and results of operations.



This
COVID-19 pandemic has had a significant adverse effect on the economy in the United States and on most businesses. The Company is not
able to predict the ultimate impact that COVID -19 will have on its business; however, if the pandemic and government action in response
thereto impose limitations on our operations or result in a prolonged economic recession or depression, the Company’s development
and implementation of its business plan and our ability to commence and grow our operations, as well as our ability to generate material
revenue therefrom, will be hindered, which would have a material negative impact on the Company’s financial condition and results
of operations.



Because we are dependent upon Issamar Ginzberg,
our Chief Executive Officer and sole director to manage and oversee our Company, the loss of him could adversely affect our plan and
results of operations.



We currently have a sole director and officer,
Issamar Ginzberg, who manages the Company and is presently evaluating a viable plan for our future operations. We will rely solely on
his judgment in connection with selecting a target company and the terms and structure of any resulting business combination. The loss
of our Chief Executive Officer, could delay or prevent the achievement of our business objectives, which could have a material adverse
effect upon our results of operations and financial position. Further, because Mr. Ginzberg serves as Chief Executive Officer and sole
director and also holds a controlling interest in the Company’s Common Stock, our other shareholders will have limited ability
to influence the Company’s direction or management.



In
addition, although not likely, the officers and directors of an acquisition candidate may resign upon completion of a combination with
their business. The departure of a target’s key personnel could negatively impact the operations and prospects of our post-combination
business. The role of a target’s key personnel upon the completion of the transaction cannot be ascertained at this time. Although
we contemplate that certain or all members of a target’s management team may remain associated with the target following a change
of control thereof, there can be no assurance that all of such target’s management team will decide to remain in place. The loss
of key personnel, either before or after a business combination and including management of either us or a combined entity could negatively
impact the operations and profitability of our business.



Risks
Related to a Potential Business Acquisition



We
may encounter difficulty locating and consummating a business combination, including as a result of the competitive disadvantages we
have.



We
expect to face intense competition in our search for a revenue-producing business to combine with or acquire. Given the current economic
climate, venture capital firms, larger companies, blank check companies such as special purpose acquisition companies and other investors
are purchasing operating entities or the assets thereof in high volumes and at relatively discounted prices. These parties may have greater
capital or human resources than we do and/or more experience in a particular industry within which we choose to search. Most of these
competitors have a certain amount of liquid cash available to take advantage of favorable market conditions for prospective business
purchaser such as those caused by the recent pandemic. Any delay or inability to locate, negotiate and enter into a business combination
as a result of the relative illiquidity of our current asset or other disadvantages we have relative to our competitors could cause us
to lose valuable business opportunities to our competitors, which would have a material adverse effect on our business.



3






We
may expend significant time and capital on a prospective business combination that is not ultimately consummated.



The
investigation of each specific target business and any subsequent negotiation and drafting of related agreements, SEC disclosure and
other documents will require substantial amounts of management’s time and attention and material additional costs in connection
with outsourced services from accountants, attorneys, and other professionals. We will likely expend significant time and resources searching
for, conducting due diligence on, and negotiating transaction terms in connection with a proposed business combination that may not ultimately
come to fruition. In such event, all of the time and capital resources expended by the Company in such a pursuit may be lost and unrecoverable
by the Company or its shareholders. Unanticipated issues which may be beyond our control or that of the seller of the applicable business
may arise that force us to terminate discussions with a target company, such as the target’s failure or inability to provide adequate
documentation to assist in our investigation, a party’s failure to obtain required waivers or consents to consummate the transaction
as required by the inability to obtain the required audits, applicable laws, charter documents and agreements, the appearance of a competitive
bid from another prospective purchaser, or the seller’s inability to maintain its operations for a sufficient time to allow the
transaction to close. Such risks are inherent in any search for a new business and investors should be aware of them before investing
in an enterprise such as ours.



Conflicts
of interest may arise between us and our shareholders, directors, or management, which may have a negative impact on our ability to consummate
a business combination or favorable terms or generate revenue.



Our Chief Executive Officer, Mr. Ginzberg, is
not required to commit his full time to our affairs, which may result in a conflict of interest in allocating his time between managing
the Company and other businesses in which he is or may be involved. We do not intend to have any employees prior to the consummation
of a business combination. Mr. Ginzberg is not obligated to contribute any specific number of hours to our affairs, and he may engage
in other business endeavors while he provides consulting services to the Company. If any of his other business affairs require him to
devote substantial amounts of time to such matters, it could materially limit his ability to devote his time and attention to our business
which could have a negative impact on our ability to consummate a business combination or generate revenue.



It
is possible that we obtain an operating company in which a director or officer of the Company has an ownership interest in or that he
or she is an officer, director, or employee of. If we do obtain any business affiliated with an officer or director, such business combination
may be on terms other than what would be arrived at in an arms-length transaction. If any conflict of interest arises, it could adversely
affect a business combination or subsequent operations of the Company, in which case our shareholders may see diminished value relative
to what would have been available through a transaction with an independent third party.



We
may engage in a business combination that causes tax consequences to us and our shareholders.



Federal
and state tax consequences will, in all likelihood, be a significant factor in considering any business combination that we may undertake.
Under current federal law, such transactions may be subject to significant taxation to the buyer and its shareholders under applicable
federal and state tax laws. While we intend to structure any business combination so as to minimize the federal and state tax consequences
to the extent practicable in accordance with our business objectives, there can be no assurance that any business combination we undertake
will meet the statutory or regulatory requirements of a tax-free reorganization or similar favorable treatment or that the parties to
such a transaction will obtain the tax treatment intended or expected upon a transfer of equity interests or assets. A non-qualifying
reorganization, combination or similar transaction could result in the imposition of significant taxation, both at the federal and state
levels, which may have an adverse effect on both parties to the transaction, including our shareholders.



It
is unlikely that our shareholders will be afforded any opportunity to evaluate or approve a business combination.



It is unlikely that our shareholders will be
afforded the opportunity to evaluate and approve a proposed business combination. In most cases, business combinations do not require
shareholder approval under applicable law, and our Articles of Incorporation and Bylaws do not afford our shareholders with the right
to approve such a transaction. Further, Mr. Ginzberg, our Chief Executive Officer and sole director, owns a substantial portion of our
outstanding Common Stock. Accordingly, our shareholders will be relying almost exclusively on the judgement of our board of directors
(“Board”) and Chief Executive Officer and any persons on whom they may rely with respect to a potential business combination.
In order to develop and implement our business plan, may in the future hire lawyers, accountants, technical experts, appraisers, or other
consultants to assist with determining the Company’s direction and consummating any transactions contemplated thereby. We may rely
on such persons in making difficult decisions in connection with the Company’s future business and prospects. The selection of
any such persons will be made by our Board, and any expenses incurred or decisions made based on any of the foregoing could prove to
be adverse to the Company in hindsight, the result of which could be diminished value to our shareholders.





4






Because
our search for a business combination is not presently limited to a particular industry, sector or any specific target businesses, prospective
investors will be unable to evaluate the merits or risks of any particular target business’s operations until such time as they
are identified and disclosed.



We
are still determining the Company’s business plan, and we may seek to complete a business combination with an operating entity
in any number of industries or sectors. Because we have not yet entered into any letter of intent or agreement to acquire a particular
business, prospective investors currently have no basis to evaluate the possible merits or risks of any particular target business’s
operations, results of operations, cash flows, liquidity, financial condition, prospects or other metrics or qualities they deem appropriate
in considering to invest in the Company. Further, if we complete a business combination, we may be affected by numerous risks inherent
in the operations of the business we acquire. For example, if we acquire a financially unstable business or an entity lacking an established
operating history, we may be affected by the risks inherent in the business and operations of a new business or a development stage entity.
Although our management intends to evaluate and weigh the merits and risks inherent in a particular target business and make a decision
based on the Company and its shareholders’ interests, there can be no assurance that we will properly ascertain or assess all the
significant risks inherent in a target business, that we will have adequate time to complete due diligence or that we will ultimately
acquire a viable business and generate material revenue therefrom. Furthermore, some of these risks may be outside of our control and
leave us with no ability to reduce the likelihood that those risks will adversely impact a target business or mitigate any harm to the
Company caused thereby. Should we select a course of action, or fail to select a course of action, that ultimately exposes us to unknown
or unidentified risks, our business will be harmed and you could lose some or all of your investment.



Past
performance by our management and their affiliates may not be indicative of future performance of an investment in us.



While
our Chief Executive Officer has prior experience in advising businesses, his past performance, the performance of other entities or persons
with which he is involved, or the performance of any other personnel we may retain in the future will not necessarily be an indication
of either (i) that we will be able to locate a suitable candidate for our initial business combination or (ii) the future operating results
of the Company including with respect to any business combination we may consummate. You should not rely on the historical record of
him or any other of our personnel or their affiliates’ performance as indicative of our future performance or that an investment
in us will be profitable. In addition, an investment in the Company is not an investment in any entities affiliated with our management
or other personnel. While management intends to endeavor to locate a viable business opportunity and generate shareholder value, there
can be no assurance that we will succeed in this endeavor.



We
may seek business combination opportunities in industries or sectors that are outside of our management’s area of expertise.



We
will consider a business combination outside of our management’s area of expertise if a business combination candidate is presented
to us and we determine that such candidate offers an attractive opportunity for the Company. Although management intends to endeavor
to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain
or assess all the significant risks, or that we will accurately determine the actual value of a prospective operating entity to acquire.
In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s ability
to evaluate and make decisions on behalf of the Company may be limited, or we may make material expenditures on additional personnel
or consultants to assist management in the Company’s operations. Investors should be aware that the information contained herein
regarding the areas of our management’s expertise will not necessarily be relevant to an understanding of the business that we
ultimately elect to acquire. As a result, our management may not be able to adequately ascertain or assess all the significant risks
or strategic opportunities that may arise. Accordingly, any shareholders in the Company following a business combination could suffer
a reduction in the value of their shares, and any resulting loss will likely not be recoverable.



We
may attempt to complete a business combination with a private target company about which little information is available, and such target
entity may not generate revenue as expected or otherwise by compatible with us as expected.



In
pursuing our search for a business to acquire, we will likely seek to complete a business combination with a privately held company.
Very little public information generally exists about private companies, and the only information available to us prior to making a decision
may be from documents and information provided directly to us by the target company in connection with the transaction. Such documents
or information or the conclusions we draw therefrom could prove to be inaccurate or misleading. As such, we may be required to make our
decision on whether to pursue a potential business combination based on limited, incomplete, or faulty information, which may result
in our subsequent operations generating less revenue than expected, which could materially harm our financial condition and results of
operations.



5






Our
ability to assess the management of a prospective target business may be limited and, as a result, we may acquire a target business whose
management does not have the skills, qualifications, or abilities to enable a seamless transition, which could, in turn, negatively impact
our results of operations.



When
evaluating the desirability of a potential business combination, our ability to assess the target business’s management may be
limited due to a lack of time, resources, or information. Our management’s assessment of the capabilities of the target’s
management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities expected. Further,
in most cases the target’s management may be expected to want to manage us and replace our Chief Executive Officer. Should the
target’s management not possess the skills, qualifications, or abilities necessary to manage a public company or assist with their
former entity’s merger or combination into ours, the operations and profitability of the post-acquisition business may be negatively
impacted and our shareholders could suffer a reduction in the value of their shares.



Any
business we acquire will likely lack diversity of operations or geographical reach, and in such case we will be subject to risks associated
with dependence on a single industry or region.



Our
search for a business will likely be focused on entities with a single or limited business activity and/or that operate in a limited
geographic area. While larger companies have the ability to manage their risk by diversifying their operations among different industries
and regions, smaller companies such as ours and the entities we anticipate reviewing for a potential business combination generally lack
diversification, in terms of both the nature and geographic scope of their business. As a result, we will likely be impacted more acutely
by risks affecting the industry or the region in which we operate than we would if our business were more diversified. In addition to
general economic risks, we could be exposed to natural disasters, civil unrest, technological advances, and other uncontrollable developments
that will threaten our viability if and to the extent our future operations are limited to a single industry or region. If we do not
diversify our operations, our financial condition and results of operations will be at risk.



Changes
in laws or regulations, or a failure to comply with the laws and regulations applicable to us, may adversely affect our business, ability
to negotiate and complete a business combination, and results of operations.



We
are subject to laws and regulations enacted by federal, state, and local governments. In addition to SEC regulations, any business we
acquire in the future may be subject to substantial legal or regulatory oversight and restrictions, which could hinder our growth and
expend material amounts on compliance. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming
and costly. Those laws and regulations and their interpretation and application by courts and administrative judges may also change from
time to time, and any such changes could be unfavorable to us and could have a material adverse effect on our business, investments,
and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could result
in material defense or remedial costs and/or damages have a material adverse effect on our financial condition.



Risks
Related to Our Common Stock



Due
to factors beyond our control, our stock price may be volatile.



There
is currently a limited market for our Common Stock, and there can be no guarantee that an active market for our Common Stock will develop,
even if we are successful in consummating a business combination. Recently, the price of our Common Stock has been volatile for no reason.
Further, even if an active market for our Common Stock develops, it will likely be subject to by significant price volatility when compared
to more seasoned issuers. We expect that the price of our Common Stock will continue to be more volatile than more seasoned issuers for
the foreseeable future. Fluctuations in the price of our Common Stock can be based on various factors in addition to those otherwise
described in this Report, including:



| | ● | General
    speculative fever;
| | - | ------------------------------



| | ● | A
    prospective business combination and the terms and conditions thereof;
| | - | ----------------------------------------------------------------------------



| | ● | The
    operating performance of any business we acquire, including any failure to achieve material revenues therefrom;
| | - | -----------------------------------------------------------------------------------------------------------------------



| | ● | The
    performance of our competitors in the marketplace, both pre- and post-combination;
| | - | ------------------------------------------------------------------------------------------



| | ● | The
    public’s reaction to our press releases, SEC filings, website content and other public announcements and information;
| | - | -----------------------------------------------------------------------------------------------------------------------------





6






| | ● | Changes
    in earnings estimates of any business that we acquire or recommendations by any research analysts who may follow us or other companies
    in the industry of a business that we acquire;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | Variations
    in general economic conditions, including as may be caused by uncontrollable events such as the COVID-19 pandemic and the resulting
    decline in the economy;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | The
    public disclosure of the terms of any financing we disclose in the future;
| | - | ----------------------------------------------------------------------------------



| | ● | The
    number of shares of our Common Stock that are publicly traded in the future;
| | - | ------------------------------------------------------------------------------------



| | ● | Actions
    of our existing shareholders, including sales of Common Stock by our then directors and then executive officers or by significant
    investors; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | The
    employment or termination of key personnel.
| | - | ---------------------------------------------------



Many
of these factors are beyond our control and may decrease the market price of our Common Stock, regardless of whether we can consummate
a business combination and of our current or subsequent operating performance and financial condition. In the past, following periods
of volatility in the market price of a company’s securities, securities class action litigation has often been instituted. A securities
class action suit against us could result in substantial costs and divert our management’s time and attention, which would otherwise
be used to benefit our business.



Because
trading in our Common Stock is so limited, investors who purchase our Common Stock may depress the market if they sell Common Stock.



Our
Common Stock trades on the OTC Pink Market, the successor to the pink sheets. The OTC Pink Market generally is illiquid and most stocks
traded there are of companies that are not required to file reports with the SEC under the Exchange Act. Our Common Stock itself infrequently
trades.



The
market price of our Common Stock may decline if a substantial number of shares of our Common Stock are sold at once or in large blocks.



Presently
the market for our Common Stock is limited. If an active market for our shares develops in the future, some or all of our shareholders
may sell their shares of our Common Stock which may depress the market price. Any sale of a substantial number of these shares in the
public market, or the perception that such a sale could occur, could cause the market price of our Common Stock to decline, which could
reduce the value of the shares held by our other shareholders.



Future
issuance of our Common Stock could dilute the interests of our existing shareholders, particularly in connection with an acquisition
and any resulting financing.



We
may issue additional shares of our Common Stock in the future. The issuance of a substantial amount of our Common Stock could substantially
dilute the interests of our shareholders. In addition, the sale of a substantial amount of Common Stock in the public market, either
in the initial issuance or in a subsequent resale by the target company in a business combination which received our Common Stock as
consideration or by investors who has previously acquired such Common Stock could have an adverse effect on the market price of our Common
Stock.





7






Due
to recent changes to Rule 15c2-11 under the Securities Exchange Act of 1934, our Common Stock may become subject to limitations or reductions
on stock price, liquidity, or volume.



On
September 16, 2020, the SEC adopted amendments to Rule 15c2-11 under the Securities Exchange Act of 1934 (the “Exchange Act”).
This Rule applies to broker-dealers who quote securities listed on over-the-counter markets such as our Common Stock. The Rule as amended
prohibits broker-dealers from publishing quotations on OTC markets for an issuer’s securities unless they are based on current
publicly available information about the issuer. When it becomes effective, the amended Rule will also limit the Rule’s “piggyback”
exception, which allows broker-dealers to publish quotations for a security in reliance on the quotations of a broker-dealer that initially
performed the information review required by the Rule, to issuers with current publicly available information or issuers that are up-to-date
in their Exchange Act reports. As of this date, we are uncertain as what actual effect the Rule may have on us.



The
Rule changes could harm the liquidity and/or market price of our Common Stock by either preventing our shares from being quoted or driving
up our costs of compliance. Because we are a voluntary filer under Section 15(d) of the Exchange Act and not a public reporting company,
the practical impact of these changes is to require us to maintain a level of periodic disclosure we are not presently required to maintain,
which would cause us to incur material additional expenses. Further, if we cannot or do not provide or maintain current public information
about our company, our stockholders may face difficulties in selling their shares of our Common Stock at desired prices, quantities,
or times, or at all, as a result of the amendments to the Rule.



ITEM
1B. UNRESOLVED STAFF COMMENTS.



Not
applicable.



ITEM
2. PROPERTIES



The
Company’s principal business and corporate address is 1185 Avenue of the Americas, 3rd Floor New York, New York
10036.



ITEM
3. LEGAL PROCEEDINGS



We
are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.



ITEM
4. MINE SAFETY DISCLOSURES



Not
applicable.





8






PART
II



ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



Market
Information



Our
Common Stock is not listed on any securities exchange and is quoted on the OTC Pink Market under the symbol “CBPI” because
our Common Stock is not listed on a securities exchange and its quotations on OTC Pink are limited and sporadic. There is currently no
established public trading market for our Common Stock.



The
following table reflects the high and low closing sales information for our Common Stock for each fiscal quarter during the fiscal years
ended October 31, 2013, and October 31, 31, 2012. This information was obtained from OTC Pink and reflects inter-dealer prices without
retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.



|                                    |  | COMMON STOCK MARKET PRICE |     
|----------------------------------- |  | ------------------------- | ----
|                                    |  | HIGH                      |     
|FISCAL YEAR ENDED OCTOBER 31, 2013: |  |                           |     
|First Quarter                       |  | $                         | 0.59
|Second Quarter                      |  | $                         | 0.55
|Third Quarter                       |  | $                         | 0.55
|Fourth Quarter                      |  | $                         | 0.10



|                                    |  | COMMON STOCK MARKET PRICE |     
|----------------------------------- |  | ------------------------- | ----
|                                    |  | HIGH                      |     
|FISCAL YEAR ENDED OCTOBER 31, 2012: |  |                           |     
|First Quarter                       |  | $                         | 1.23
|Second Quarter                      |  | $                         | 1.00
|Third Quarter                       |  | $                         | 0.90
|Fourth Quarter                      |  | $                         | 0.70



Holders



As
of July 5, 2021, there were 78 shareholders of record of the Company’s Common Stock based upon the records of the shareholders
provided by the Company’s transfer agent. The Company’s transfer agent is Globex Transfer, LLC, 780 Deltona Blvd. Suite 202,
Deltona Fl. 32725, 813-344-4490.



Dividends



We
have never paid or declared any dividends on our Common Stock and do not anticipate paying cash dividends in the foreseeable future.



Securities
Authorized For Issuance Under Equity Compensation Plans



We
currently do not have any equity compensation plans.



Unregistered
Sales of Equity Securities



We
have previously disclosed all sales of securities without registration under the Securities Act of 1933.



ITEM
6. SELECTED FINANCIAL DATA



Not
Applicable.



ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS



The
Company has no operations or revenue as of the date of this Report. We are currently in the process of developing a business plan. Management
intends to explore and identify viable business opportunities within the U.S. including seeking to acquire a business in a reverse merger.
Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties
which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and
global economies. For more information about the risk of Covid-19 on our business, see Item 1.A. - “Risk Factors”.





9






Plan
of Operation



The
Company has no operations from a continuing business other than the expenditures related to running the Company, and has no revenue from
continuing operations as of the date of this Report.



Management
intends to explore and identify business opportunities within the U.S., including a potential acquisition of an operating entity through
a reverse merger, asset purchase or similar transaction. Our Chief Executive Officer has experience in business consulting, although
no assurances can be given that he can identify and implement a viable business strategy or that any such strategy will result in profits.
Our ability to effectively identify, develop and implement a viable plan for our business may be hindered by risks and uncertainties
which are beyond our control, including without limitation, the continued negative effects of the coronavirus pandemic on the U.S. and
global economies. For more information about the risk of coronavirus on our business, see Item 1A “Risk Factors.”



We
do not currently engage in any business activities that provide revenue or cash flow. During the next 12 month period we anticipate incurring
costs in connection with investigating, evaluating, and negotiating potential business combinations, filing SEC reports, and consummating
an acquisition of an operating business.



Given
our limited capital resources, we may consider a business combination with an entity which has recently commenced operations, is a developing
company or is otherwise in need of additional funds for the development of new products or services or expansion into new markets, or
is an established business experiencing financial or operating difficulties and is in need of additional capital. Alternatively, a business
combination may involve the acquisition of, or merger with, an entity which desires access to the U.S. capital markets.



As
of the date of this Report, our management has not had any discussions with any representative of any other entity regarding a potential
business combination. Any target business that is selected may be financially unstable or in the early stages of development. In such
event, we expect to be subject to numerous risks inherent in the business and operations of a financially unstable or early stage entity.
In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk or in which our
management has limited experience, and, although our management will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all significant risks.



Our
management anticipates that we will likely only be able to effect one business combination due to our limited capital. This lack of diversification
will likely pose a substantial risk in investing in the Company for the indefinite future because it will not permit us to offset potential
losses from one venture or operating territory against gains from another. The risks we face will likely be heightened to the extent
we acquire a business operating in a single industry or geographical region.



We
anticipate that the selection of a business combination will be a complex and risk-prone process. Because of general economic conditions,
including unfavorable conditions caused by the coronavirus pandemic, rapid technological advances being made in some industries and shortages
of available capital, management believes that there are a number of firms seeking business opportunities at this time at discounted
rates with which we will compete. We expect that any potentially available business combinations may appear in a variety of different
industries or regions and at various stages of development, all of which will likely render the task of comparative investigation and
analysis of such business opportunities extremely difficult and complicated. Once we have developed and begun to implement our business
plan, management intends to fund our working capital requirements through a combination of our existing funds and future issuances of
debt or equity securities. Our working capital requirements are expected to increase in line with the implementation of a business plan
and commencement of operations.



Based
upon our current operations, we do not have sufficient working capital to fund our operations over the next 12 months. If we are able
to close a reverse merger, it is likely we will need capital as a condition of closing that acquisition. Because of the uncertainties,
we cannot be certain as to how much capital we need to raise or the type of securities we will be required to issue. In connection with
a reverse merger, we will be required to issue a controlling block of our securities to the target’s shareholders which will be
very dilutive.



10






Additional
issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might
have rights, preferences, or privileges senior to our Common Stock. Additional financing may not be available upon acceptable terms,
or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective
new business endeavors or opportunities, which could significantly and materially restrict our business operations.



We
anticipate that we will incur operating losses in the next 12 months, principally costs related to our being obligated to file reports
with the SEC. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in
their early stage of development.  Such risks for us include, but are not limited to, an evolving and unpredictable business
model, recognition of revenue sources, and the management of growth. To address these risks, we must, among other things, develop, implement,
and successfully execute our business and marketing strategy, respond to competitive developments, and attract, retain, and motivate
qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so could
have a material adverse effect on our business prospects, financial condition, and results of operations.



COVID-19
Update



To
date, the COVID-19 pandemic has not had a material impact on the Company, particularly due to our current lack of operations. The pandemic
may, however, have an impact on our ability to evaluate and acquire an operating entity through a reverse merger or otherwise. See Item
1A “Risk Factors” for more information.



Off
Balance Sheet Arrangements



As
of the date of this Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or
future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to investors.



Going
Concern



The
independent registered public accounting firm auditors’ report accompanying our October 31, 2013 financial statements contained
an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have
been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and
satisfy our liabilities and commitments in the ordinary course of business.



ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Not
applicable.



11








ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



CHINA
BOTANIC PHARMACEUTICAL INC.

October
31, 2013 and 2012



|Report
    of Independent Registered Public Accounting Firm | F-2
|----------------------------------------------------------- | ---
|                                                            |    
|Balance
    Sheets                                          | F-3
|                                                            |    
|Statements
    of Operations and Comprehensive Income       | F-4
|                                                            |    
|Statements
    of Changes in Stockholders’ Equity           | F-5
|                                                            |    
|Statements
    of Cash Flows                                | F-6
|                                                            |    
|Notes
    to the Financial Statements                       | F-7





F-1






REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the shareholders and the board of directors
of China Botanic Pharmaceutical, Inc.



Opinion on the Financial Statements



We have audited the accompanying balance sheets
of China Botanic Pharmaceutical, Inc. as of October 31, 2013 and 2012, the related statements of operations, stockholders' equity (deficit),
and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In
our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31,
2013 and 2012, 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.



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



The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has
suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience
negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.



Basis for Opinion



These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audit in accordance with the
standards of the PCAOB. Those standards 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.



Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.



/S/ BF Borgers CPA PC

BF Borgers CPA PC



We have served as the Company's auditor since
2021

Lakewood, CO

March 28, 2022







F-2






CHINA
BOTANIC PHARMACEUTICAL INC. AND SUBSIDIARIES

CONDENSED
CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                                    |  | October 31,  2013 |             |   | October 31,  2012 |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | - | ----------------- | -
|                                                                                                                                                                    |  |                   |             |   |                   |  
|ASSETS                                                                                                                                                              |  |                   |             |   |                   |  
|Total assets                                                                                                                                                        |  | $                 | -           |   |                   | $
|                                                                                                                                                                    |  |                   |             |   |                   |  
|LIABILITIES AND SHAREHOLDERS’ (DEFICIT)                                                                                                                             |  |                   |             |   |                   |  
|Liabilities                                                                                                                                                         |  |                   |             |   |                   |  
|Accounts payable                                                                                                                                                    |  | $                 | 2,098,256   |   |                   | $
|Tax payable                                                                                                                                                         |  |                   | 5,976,417   |   |                   |  
|Accrued employee benefits                                                                                                                                           |  |                   | 2,131,565   |   |                   |  
|Warrant Liabilities                                                                                                                                                 |  |                   | 23,443      |   |                   |  
|Total liabilities                                                                                                                                                   |  |                   | 10,229,681  |   |                   |  
|                                                                                                                                                                    |  |                   |             |   |                   |  
|Shareholders’ (deficit)                                                                                                                                             |  |                   |             |   |                   |  
|Preferred stock (no par value), 1,000,000 shares authorized;
    none issued and outstanding as of December 31, 2013 and October 31 2012,  respectively)            |  |                   | -           |   |                   |  
|Common stock ($0.001 par value), 100,000,000 shares, authorized;
    37,239,536  issued and outstanding as of  December 31, 2013 and October 31 2012, respectively) |  |                   | 37,240      |   |                   |  
|Additional paid-in capital                                                                                                                                          |  |                   | 7,763,987   |   |                   |  
|Common stock warrants                                                                                                                                               |  |                   | 496,732     |   |                   |  
|Reserves                                                                                                                                                            |  |                   | 3,372,697   |   |                   |  
|Accumulated other comprehensive income                                                                                                                              |  |                   | 8,620,695   |   |                   |  
|Accumulated deficit                                                                                                                                                 |  |                   | (30,521,032 | ) |                   |  
|Total shareholders’ (deficit)                                                                                                                                       |  |                   | (10,229,681 | ) |                   |  
|                                                                                                                                                                    |  |                   |             |   |                   |  
|Total liabilities and shareholders’ (deficit)                                                                                                                       |  | $                 | -           |   |                   | $



The
accompanying notes are an integral part of these consolidated financial statements.





F-3






CHINA
BOTANIC PHARMACEUTICAL INC. AND SUBSIDIARIES

CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS



|                                            |  | For the years ended |           
|------------------------------------------- |  | ------------------- | ----------
|                                            |  | October 31,         |           
|                                            |  | 2013                |           
|                                            |  |                     |           
|Sales, net                                  |  | $                   | -         
|                                            |  |                     |           
|Cost of goods sold                          |  |                     | -         
|                                            |  |                     |           
|Gross profit                                |  |                     | -         
|                                            |  |                     |           
|Operating and administrative expenses:      |  |                     |           
|Total operating expenses                    |  |                     | -         
|                                            |  |                     |           
|Income from operations                      |  |                     | -         
|                                            |  |                     |           
|Other income (loss):                        |  |                     |           
|Loss on abandonment of assets               |  |                     | -         
|Interest income                             |  |                     | -         
|Income before income tax expenses           |  |                     | -         
|                                            |  |                     |           
|Income tax expenses                         |  |                     | -         
|Net income                                  |  | $                   | -         
|                                            |  |                     |           
|Other comprehensive income:                 |  |                     |           
|Cumulative currency translation adjustments |  |                     | -         
|                                            |  |                     |           
|Total comprehensive income                  |  | $                   | -         
|                                            |  |                     |           
|Earnings per common stock- Basic            |  | $                   | -         
|Earnings per common stock - Diluted         |  | $                   | -         
|                                            |  |                     |           
|Weighted average common stock outstanding   |  |                     |           
|Basic                                       |  |                     | 37,239,536
|Diluted                                     |  |                     | 37,678,525



The
accompanying notes are an integral part of these consolidated financial statements.





F-4






CHINA
BOTANIC PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

FOR
THE YEARS ENDED OCTOBER 31, 2013 AND 2012



|                               |  | Common stock       |            |  |            |   |        |         |  |   |           |  |  | Accumulated |         |  |               |   |           |          | 
|------------------------------ |  | ------------------ | ---------- |  | ---------- | - | ------ | ------- |  | - | --------- |  |  | ----------- | ------- |  | ------------- | - | --------- | -------- | 
|                               |  | ($0.001 par value) |            |  | Additional |   |        | Common  |  |   |           |  |  | Other       |         |  |               |   |           | Total    | 
|                               |  | Number of          |            |  | Par        |   |        | Paid-in |  |   | Stock     |  |  |             |         |  | Comprehensive |   |           | Retained | 
|                               |  | Shares             |            |  | Value      |   |        | Capital |  |   | Warrants  |  |  | Reserves    |         |  | Income        |   |           | Earnings | 
|                               |  |                    |            |  |            |   |        |         |  |   |           |  |  |             |         |  |               |   |           |          | 
|Balance as of October 31, 2012 |  |                    | 37,239,536 |  |            | $ | 37,240 |         |  | $ | 7,763,987 |  |  | $           | 496,732 |  |               | $ | 3,372,697 |          | 
|Net income                     |  |                    | -          |  |            |   | -      |         |  |   | -         |  |  |             | -       |  |               |   | -         |          | 
|Balance as of October 31, 2013 |  |                    | 37,239,536 |  |            | $ | 37,240 |         |  | $ | 7,763,987 |  |  | $           | 496,732 |  |               | $ | 3,372,697 |          | 



|                                            |  | Common stock       |            |  |            |   |        |         |  |   |           |  |  | Accumulated |         |  |               |   |           |          | 
|------------------------------------------- |  | ------------------ | ---------- |  | ---------- | - | ------ | ------- |  | - | --------- |  |  | ----------- | ------- |  | ------------- | - | --------- | -------- | 
|                                            |  | ($0.001 par value) |            |  | Additional |   |        | Common  |  |   |           |  |  | Other       |         |  |               |   |           | Total    | 
|                                            |  | Number of          |            |  | Par        |   |        | Paid-in |  |   | Stock     |  |  |             |         |  | Comprehensive |   |           | Retained | 
|                                            |  | Shares             |            |  | Value      |   |        | Capital |  |   | Warrants  |  |  | Reserves    |         |  | Income        |   |           | Earnings | 
|                                            |  |                    |            |  |            |   |        |         |  |   |           |  |  |             |         |  |               |   |           |          | 
|For the nine months ended
    July 31, 2012 |  |                    |            |  |            |   |        |         |  |   |           |  |  |             |         |  |               |   |           |          | 
|Balance as of October 31, 2011              |  |                    | 37,239,536 |  |            | $ | 37,240 |         |  | $ | 7,763,987 |  |  | $           | 496,732 |  |               | $ | 3,372,697 |          | 
|Net income                                  |  |                    | -          |  |            |   | -      |         |  |   | -         |  |  |             | -       |  |               |   | -         |          | 
|Balance as of October 31, 2012              |  |                    | 37,239,536 |  |            | $ | 37,240 |         |  | $ | 7,763,987 |  |  | $           | 496,732 |  |               | $ | 3,372,697 |          | 



The
accompanying notes are an integral part of these consolidated financial statements.





F-5






CHINA
BOTANIC PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONSOLIDATED
STATEMENTS OF CASH FLOWS



|                                                             |  | For the years ended |  
|------------------------------------------------------------ |  | ------------------- | -
|                                                             |  | October 31,         |  
|                                                             |  | 2013                |  
|                                                             |  |                     |  
|Cash flows from operating activities:                        |  |                     |  
|Net income                                                   |  | $                   | -
|Adjustments to reconcile net income to operating activities: |  |                     |  
|Loss on abandoment of assets                                 |  |                     |  
|Net cash provided by operating activities                    |  |                     | -
|                                                             |  |                     |  
|Cash flows from investing activities:                        |  |                     |  
|Net cash used in investing activities                        |  |                     | -
|                                                             |  |                     |  
|Cash flows from financing activities:                        |  |                     |  
|Net cash used in financing activities                        |  |                     | -
|                                                             |  |                     |  
|Effect of exchange rate changes on cash                      |  |                     | -
|                                                             |  |                     |  
|Net increase (decrease) in cash                              |  |                     | -
|Cash, beginning of period                                    |  |                     | -
|Cash, end of period                                          |  | $                   | -
|                                                             |  |                     |  
|Supplemental disclosure of cash flow information:            |  |                     |  
|Cash paid during the year for income taxes                   |  | $                   | —
|Interest paid during the year                                |  | $                   | —



The
accompanying notes are an integral part of these consolidated financial statements.





F-6








CHINA
BOTANIC PHARMACEUTICAL INC. AND SUBSIDIARIES

NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS



NOTE
1 – ORGANIZATION AND DESCRIPTION OF BUSINESS



China
Botanic Pharmaceutical Inc. (“the Company”, CBPI, “we” “us”) was incorporated in the State of Nevada
on August 18, 1988, originally under the corporate name of Solutions, Incorporated.  It was inactive until August 16, 1996, when
it changed its corporate name to Suarro Communications, Inc, and engaged in the business of providing internet based business services. 
This line of business was discontinued in 2006, and CBPI became a non-operating public company.  CBPI underwent a number of corporate
name changes as follows:



|June
    1997     |  | ComTech
    Consolidation Group, Inc 
|----------------- |  | -------------------------------------
|February
    1999 |  | E-Net
    Corporation                
|May
    1999      |  | E-Net
    Financial Corporation      
|January
    2000  |  | E-Net.Com
    Corporation            
|February
    2000 |  | E-Net
    Financial.Com Corporation  
|January
    2002  |  | Anza
    Capital, Inc (“Anza”)       
|June
    2006     |  | Renhuang
    Pharmaceuticals, Inc.   
|October
    2010  |  | China
    Botanic Pharmaceutical Inc.



The
Company has been inactive since September, 2012.



On
February 4, 2021 as a result of a custodianship in Clark County, Nevada, Case Number: A-20-827231-B Custodian Ventures LLC (“Custodian”)
was appointed custodian of China Botanic Pharmaceutical, Inc. (the “Company”). On the same date Custodian appointed David
Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman
of the Board of Directors.



On August 24, 2021, as a result of a private
transactions, 1,000,000 shares of Series A-1 Preferred Stock, $0.001 par value per share (the “Shares”) of the Company, were
transferred from Custodian Ventures, LLC to Issamar Ginzberg, Israel Moshe Levy, Shmuel Rotbard, and Benjamin Levin (collectively, the
“Purchasers”). As a result, the Purchasers became holders of approximately 96% of the voting rights of the issued and outstanding
share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder. The consideration paid
for the Shares was $250,000. The source of the cash consideration for the Shares was personal funds. In connection with the transaction,
David Lazar released the Company from all debts owed to him and/or Custodian Ventures, LLC.



On August 24, 2021, the existing director and
officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief
Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At the effective date of the transfer, Issamar
Ginzberg consented to act as the new Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director
of the Company,



Issamar Ginzberg, Chairman/CEO – Mr. Ginzberg
is a serial entrepreneur who has assisted entrepreneurs and organizations, consulting on business strategy and marketing insights. In
2005, Mr. Ginzberg began his own consulting business specializing in the field of strategic marketing for emerging companies. In 2012,
Issamar founded Monetized Intellect Consulting to assist companies with advice and strategy for communicating their offerings and vision
with their current and potential customers and stakeholders. Since 2013, Mr. Ginzberg has been CEO of It’s All From Above, LLC,
a consulting firm which has advised hundreds of companies across the world to improve their business strategy, processes, and marketing
and grow their brands. Services include copywriting, brand creation, advisory services on M&A, and business strategy.



The
Company’s year-end is October 31.



NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis
of Presentation



The
accompanying financial statements have been prepared in accordance with the Financial Accounting Standards Board (“FASB”)
“FASB Accounting Standard CodificationTM” (the “Codification”) which is the source of authoritative
accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in
conformity with generally accepted accounting principles (“GAAP”) in the United States.



Going
Concern



The accompanying financial statements have been
prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business for the twelve months following the date of these financial statements. As of October 31,
2013, the Company had no cash and an accumulated deficit of $30,521,032.



Because the Company does not expect that existing
operational cash flow will be sufficient to fund presently anticipated operations, this raises substantial doubt about the Company’s
ability to continue as a going concern. Therefore, the Company will need to raise additional funds and is currently exploring alternative
sources of financing. Recently the Company was being funded by Issamar Ginzberg who extended interest-free demand loans to the Company.
Historically, the Company raised capital through private placements, to finance working capital needs and may attempt to raise capital
through the sale of common stock or other securities and obtaining some short-term loans. The Company will be required to continue to
so until its operations become profitable. Also, the Company has, in the past, paid for consulting services with its common stock to
maximize working capital, and intends to continue this practice where feasible.





F-7






NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Use
                                            of Estimates



The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the
reported amounts of 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. The most significant estimates relate to income taxes and contingencies.
The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to
be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions
provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other
sources. Actual results could differ from these estimates.



Cash
and cash equivalents



The
Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.
On October 31, 2013, the Company had no cash on hand.



Income
taxes



The
Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered
or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained
upon examination by taxing authorities.



The
amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate
settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or
circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability
under audit.



Net
Loss per Share



Net
loss per common share is computed by dividing net loss by the weighted average common shares outstanding during the period as defined
by Financial Accounting Standards, ASC Topic 260, “Earnings per Share.” Basic earnings per common share (“EPS”)
calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year.
Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares
and dilutive common share equivalents outstanding.



Recent
Accounting Pronouncements



There
are no recent accounting pronouncements that impact the Company’s operations.



NOTE
3 – EQUITY



Common
Stock



The
Company has authorized 100,000,000 shares of $0.001 par value, common stock. As of October 31, 2020, there were 37,239,536 shares of
Common Stock issued and outstanding.



NOTE
4 – COMMITMENTS AND CONTINGENCIES



The
Company did not have any contractual commitments as of October 31, 2013.



NOTE
5 – SUBSEQUENT EVENTS



On
February 4, 2021 as a result of a custodianship in Clark County, Nevada, Case Number: A-20-827231-B Custodian Ventures LLC (“Custodian”)
was appointed custodian of China Botanic Pharmaceutical, Inc. (the “Company”). On the same date Custodian appointed David
Lazar as the Company’s Chief Executive Officer, President, Secretary, Chief Financial Officer, Chief Executive Officer and Chairman
of the Board of Directors.



On August 24, 2021, as a result of a private
transactions, 1,000,000 shares of Series A-1 Preferred Stock, $0.001 par value per share (the “Shares”) of the Company, were
transferred from Custodian Ventures, LLC to Issamar Ginzberg, Israel Moshe Levy, Shmuel Rotbard, and Benjamin Levin (collectively, the
“Purchasers”). As a result, the Purchasers became holders of approximately 96% of the voting rights of the issued and outstanding
share capital of the Company on a fully-diluted basis of the Company, and became the controlling shareholder. The consideration paid
for the Shares was $250,000. The source of the cash consideration for the Shares was personal funds. In connection with the transaction,
David Lazar released the Company from all debts owed to him and/or Custodian Ventures, LLC.



On August 24, 2021, the existing director and
officer resigned immediately. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief
Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At the effective date of the transfer, Issamar
Ginzberg consented to act as the new Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director
of the Company,





F-8






ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



Not
applicable



ITEM
9A. CONTROLS AND PROCEDURES



Evaluation
of Disclosure Controls and Procedures.



Our
management is responsible for establishing and maintaining a system of “disclosure controls and procedures” (as defined in
Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified
in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed
to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated
and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer
or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



Management’s
Report on Internal Control over Financial Reporting.



Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:



| | ● | pertain
    to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our
    assets;                                                                                                                                                                         
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                  
| | ● | provide
    reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
    generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations
    of our management and directors; and
| |   |                                                                                                                                                                                                                                                                                                                                  
| | ● | provide
    reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that
    could have a material effect on the financial statements.                                                                                                                       



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



Our
management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has
concluded that as of October 31, 2013, our internal control over financial reporting was not effective to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
U.S. generally accepted accounting principles as a result of the following material weaknesses:



| | ● | The
    Company does not have sufficient segregation of duties within accounting functions due to only having one officer and limited resources.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                 
| | ● | The
    Company does not have an independent board of directors or an audit committee.                                                          
| |   |                                                                                                                                                 
| | ● | The
    Company does not have written documentation of our internal control policies and procedures.                                            
| |   |                                                                                                                                                 
| | ● | All
    of the Company’s financial reporting is carried out by a financial consultant.                                                          



We
plan to rectify these weaknesses by implementing an independent board of directors, establishing written policies and procedures for
our internal control of financial reporting, and hiring additional accounting personnel at such time as we complete a reverse merger
or similar business acquisition.



Changes
in Internal Control over Financial Reporting.



There
have been no change in our internal control over financial reporting during the year October 31, 2013 that has materially affected, or
is reasonably likely to materially affect, our internal control over financial reporting.



ITEM
9B. OTHER INFORMATION.



None.





12






PART
III



ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE



The
following table sets forth the names and positions of our executive officers and directors. Directors will be elected at our annual meeting
of stockholders and serve for one year or until their successors are elected and qualify. Officers are elected by the Board and their
terms of office are, except to the extent governed by employment contract, at the discretion of the Board.





|Name             |  | Age |  | Positions                                                      
|---------------- |  | --- |  | ---------------------------------------------------------------
|Issamar Ginzberg |  | 41  |  | Director, Chief Executive
    Officer, Treasurer, and Secretary



Issamar Ginzberg, Chairman/CEO – Mr. Ginzberg
is a serial entrepreneur who has assisted entrepreneurs and organizations, consulting on business strategy and marketing insights. In
2005, Mr. Ginzberg began his own consulting business specializing in the field of strategic marketing for emerging companies. In 2012,
Issamar founded Monetized Intellect Consulting to assist companies with advice and strategy for communicating their offerings and vision
with their current and potential customers and stakeholders. Since 2013, Mr. Ginzberg has been CEO of It’s All From Above, LLC,
a consulting firm which has advised hundreds of companies across the world to improve their business strategy, processes, and marketing
and grow their brands. Services include copywriting, brand creation, advisory services on M&A, and business strategy.



Aside from his normal business activities, Issamar
serves in advisory role to several companies including Marx Bio and Shtar. Additionally, Mr. Ginzberg is often called upon to give marketing
lectures at various companies (i.e. Google, Tel Aviv University and the Jewish National Fund). Mr. Ginzberg has authored or been interviewed
for many articles that have been featured in various publications including The Washington Post, Prevention Magazine, The Jerusalem Post,
CNBC and Fox Business.





13






Election
of Directors and Officers



Directors
are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers
are appointed to serve until the meeting of the Board following the next annual meeting of stockholders and until their successors have
been elected and qualified.



Audit
Committee



We
do not have any committees of the Board as we only have one director.



Director
Independence



We
do not currently have any independent directors. We evaluate independence by the standards for director independence established by Marketplace
Rule 5605(a)(2) of the Nasdaq Stock Market, Inc.



Board
Leadership Structure



We
have chosen to combine the Chief Executive Officer and Board Chairman positions since one person is our sole officer and director.



Code
of Ethics



Our
Board has not adopted a Code of Ethics due to the Company’s size and lack of employees. As of the date of this Report, our sole
director is also our Chief Executive Officer.



Delinquent
Section 16(a) Reports



Section
16(a) of the Exchange Act requires the Company’s directors, executive officers, and persons who own more than 10% of the Company’s
Common Stock to file initial reports of ownership and changes in ownership of the Company’s Common Stock with the SEC. These individuals
are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of
the copies of the forms furnished to us none of Company’s directors, executive officers, and persons who own more than 10% of the
Company’s Common Stock failed to comply with Section 16(a) filing requirements.



ITEM
11. EXECUTIVE COMPENSATION



The
following information is related to the compensation paid, distributed, or accrued by us for the fiscal year ended October 31, 2013 to
our Chief Executive Officer (principal executive officer) during the last fiscal year and the two other most highly compensated executive
officers serving as of the end of the last fiscal year whose compensation exceeded $100,000 (the “Named Executive Officers”):



We
did not pay any compensation to our Chief Executive Officers (the “Named Executive Officers”) during the last two fiscal
years.



Named
Executive Officer Employment Agreements



None.



Termination
Provisions



As
of the date of this Report, we have no contract, agreement, plan, or arrangement, whether written or unwritten, that provides for payments
to a Named Executive Officer at, following, or in connection with any termination, including without limitation resignation, severance,
retirement or a constructive termination of a Named Executive Officer, or a change in control of the Company or a change in the Named
Executive Officer’s responsibilities, with respect to each Named Executive Officer.



Outstanding
Equity Awards at Fiscal Year End



As
of October 31, 2013 none of our Named Executive Officers held any unexercised options, stock that have not vested, or other equity incentive
plan awards.



14






Director
Compensation



To
date, we have not paid our director any compensation for services on our Board.



Equity
Compensation Plan Information



The
Company does not have any securities authorized for issuance or outstanding under an equity compensation plan or equity compensation
grants made outside of such a plan.



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



The following table sets forth certain information
regarding beneficial ownership of the Company’s Common Stock as of November 16 2021, by (i) each person who is known by the Company
to own beneficially more than 5% of any classes of outstanding Common Stock, (ii) each director of the Company, (iii) each of the Chief
Executive Officers and the executive officers (collectively, the “Named Executive Officers”) and (iv) all directors
and executive officers of the Company as a group based upon 37,239,536 shares outstanding.



|Name and Address of Beneficial Owners of Common Stock                                                                                                                                        |  | Title of Class |  | Amount and Nature of Beneficial
    Ownership |            |  | % of Common Stock | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | --------------------------------------------- | ---------- |  | ----------------- | 
|                                                                                                                                                                                             |  |                |  |                                               |            |  |                   | 
|Issamar Ginzberg                                                                                                                                                                             |  |                |  |                                               |            |  |                   | 
|1185 Avenue of the Americas, 3rd Floor 
    New York, New York 10036                                                                                                                         |  | Preferred      |  |                                               | 332,012    |  |                   | 
|                                                                                                                                                                                             |  |                |  |                                               |            |  |                   | 
|DIRECTORS AND OFFICERS – TOTAL (One Officer and Director)                                                                                                                                    |  | Preferred      |  |                                               | 332,012    |  |                   | 
|                                                                                                                                                                                             |  |                |  |                                               |            |  |                   | 
|(a)  The preferred stock has a 1000 to 1 conversion
    rights for each preferred share held. The ownership percentage is calculated as if the preferred stock was converted to common stock |  |                |  |                                               |            |  |                   | 
|                                                                                                                                                                                             |  |                |  |                                               |            |  |                   | 
|5% Shareholders   Celebrate Fortune Company Limited P.O. Box 957 Offshore Incorporations
    Centre Tortola, British Virgin Island Mr.Shaoming Li has voting control of these shares         |  | Common         |  |                                               | 17,850,000 |  |                   | 
|                                                                                                                                                                                             |  |                |  |                                               |            |  |                   | 
|China Wealth Source Company, Ltd. P.O. Box 957 Offshore Incorporations Centre Tortola,
    British Virgin Island 37239536                                                                    |  | Common         |  |                                               | 4,278,000  |  |                   | 
|                                                                                                                                                                                             |  |                |  |                                               |            |  |                   | 
|Israel Moshe Levy                                                                                                                                                                            |  |                |  |                                               |            |  |                   | 
|1185 Avenue of the Americas, 3rd Floor 
    New York, New York 10036                                                                                                                         |  | Preferred      |  |                                               | 332,013    |  |                   | 
|                                                                                                                                                                                             |  |                |  |                                               |            |  |                   | 
|Shmuel Rotbard                                                                                                                                                                               |  |                |  |                                               |            |  |                   | 
|1185 Avenue of the Americas, 3rd Floor  New York,
    New York 10036                                                                                                                         |  | Preferred      |  |                                               | 332,013    |  |                   | 



ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE



Not
applicable.



ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES



The
following table shows the fees paid or accrued for the audit and other services provided by our independent auditors for the years ended:



|                                                           |  | October
    31, 
    2013 |  
|---------------------------------------------------------- |  | ------------------------- | -
|Audit
    fees                                             |  | $                         | -
|Total
    fees paid or accrued to our principal accountant |  | $                         | -





15






PART
IV



ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



|31.1 | Certification
    of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act                                                    
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                      
|32.1 | Certification
    of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act



|101.INS
    XBRL Instance Document (furnished herewith)*                                
|----------------------------------------------------------------------------------------
|101.SCH
    XBRL Taxonomy Extension Schema Document (furnished herewith)*               
|101.CAL
    XBRL Taxonomy Extension Calculation Linkbase Document (furnished herewith)* 
|101.DEF
    XBRL Taxonomy Extension Definition Linkbase Document (furnished herewith)*  
|101.LAB
    XBRL Taxonomy Extension Label Linkbase Document (furnished herewith)*       
|101.PRE
    XBRL Taxonomy Extension Presentation Linkbase Document (furnished herewith)*





16






SIGNATURES



In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                           | CHINA
    BOTANIC PHARMACEUTICAL INC.
|-------------------------- | -------------------------------------
|                           |                                      
|Dated:
     March 28, 2022 | By:                                  
|                           |                                      





17