Holistic Asset Finance Group (HAFG) Risk Analysis

We expect that additional capital will be needed in the future to execute our business strategies. To the extent we raise capital by issuing equity securities, our stockholders may experience substantial dilution. We may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights superior to our existing stockholders.

Our articles of incorporation, by-laws and Nevada law contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the raider and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include, among others: - rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings;- the right of our board to issue preferred stock without stockholder approval; and - the ability of our directors, and not stockholders, to fill vacancies on our board of directors.

As of the date of this report, the Company has 74,228,185 shares of common stock, 2,083,333 shares of Series A Preferred, and 1,000 shares of Series L Preferred issued and outstanding. Holders of common stock and Series A Preferred are entitled to one (1) vote per share. Holders of Series L Preferred are entitled to 1,000,000 votes per share. Huang Huei-Ching beneficially owns 37,500,000 shares of common stock and all shares of the Series L preferred stock of the Company, representing approximately 96.39% of the voting power of the Company. As such, Ms. Huang Huei-Ching will be able to control the management and affairs of our Company and most matters requiring shareholder approval, including the election of directors, approval of significant corporate transactions, and amending our articles of incorporation and bylaws. Her interests may not be the same as or may even conflict with other shareholders' interests. For example, she could attempt to delay or prevent a change in control of us, even if such change in control would benefit our other shareholders, which could deprive our shareholders of an opportunity to receive a premium for their shares of common stock as part of a sale of us or our assets, and might affect the prevailing market price of our common stock due to investors' perceptions that conflicts of interest may exist or arise. As a result, this concentration of voting power may not be in the best interests of our other shareholders. Additionally, the Series L Preferred have a liquidation preference junior to the Series A Preferred but senior to the common stock, have no redemption rights and are not convertible into common stock. The Series L Preferred also has certain protective rights: While the Series L Preferred is outstanding, the Company shall not, without first obtaining the approval of a majority outstanding shares of the Series L Preferred: (a)Increase or decrease the total number of authorized shares of the Series L Preferred;(b)Effect an exchange, reclassification, or cancellation of all or a part of the Series L Preferred, but excluding a stock split or reverse stock split of the Company's common stock or Series A Preferred;(c) Effect an exchange or create a right of exchange of all or part of the shares of another class or other securities into shares of Series L Preferred; or (d) Alter or change the rights, preferences or privileges of the shares of the Series L Preferred so as to affect adversely the shares of such series, including the rights set forth in the Designation for the Series L Preferred.

In addition to the "penny stock" rules described above, FINRA adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

The SEC adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. If the trading price of our common stock falls below $5.00 per share, the open-market trading of our common stock is subject to the penny stock rules, which imposes additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe the penny stock rules discourage investor interest in and limit the marketability of our common stock.