0001549727-15-000018.txt : 201502230001549727-15-000018.hdr.sgml : 2015022320150220215437ACCESSION NUMBER:0001549727-15-000018CONFORMED SUBMISSION TYPE:S-1/APUBLIC DOCUMENT COUNT:5FILED AS OF DATE:20150223DATE AS OF CHANGE:20150220

FILER:

COMPANY DATA:COMPANY CONFORMED NAME:TAXUS PHARMACEUTICALS HOLDINGS, INC.CENTRAL INDEX KEY:0001622676STANDARD INDUSTRIAL CLASSIFICATION:RETAIL-DRUG STORES AND PROPRIETARY STORES [5912]IRS NUMBER:030380057STATE OF INCORPORATION:NYFISCAL YEAR END:0630

FILING VALUES:FORM TYPE:S-1/ASEC ACT:1933 ActSEC FILE NUMBER:333-200602FILM NUMBER:15637450

BUSINESS ADDRESS:STREET 1:245-16 HORACE HARDING EXPRESSWAY,CITY:LITTLE NECKSTATE:NYZIP:11362BUSINESS PHONE:7186311522

MAIL ADDRESS:STREET 1:245-16 HORACE HARDING EXPRESSWAY,CITY:LITTLE NECKSTATE:NYZIP:11362

S-1/A1taxuspharmaceuticalsholdings.htmAMENDMENT NO.3 TO FORM S-1

Converted by EDGARwiz

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

THE AMENDMENT NO. 3 TO THE

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

_________________

Taxus Pharmaceuticals Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

03-0380057

New York

(I.R.S. employer identification No.)

(State or other jurisdiction of incorporation)

245-16 Horace Harding Expressway,

Little Neck, NY 11362

Phone: (718) 631-1522
(Address, including zip code, and telephone number, including

area code, of registrant's principal executive offices)

Jiayue Zhang

245-16 Horace Harding Expressway,

Little Neck, NY 11362

Phone: (718) 631-1522

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy of Communications To:

Bernard & Yam, LLP

Attn: Man Yam, Esq.

140-75 Ash Avenue, Suite 2D

Flushing, NY 11355
Tel: 212-219-7783
Fax: 212-219-3604
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications on Behalf of Registrant)

Approximate date of commencement of proposed sale to public:

As soon as practicable after this registration statement becomes effective.

_________________

1

If any of the securities being registered are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.[ ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accredited filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[ ]

Smaller reporting company

[X]

2

CALCULATION OF REGISTRATION FEE

Title of each class of securities

to be registered

Amounttobe

registered

Proposed

maximum

offering

priceper

share

Proposed

maximum

aggregate

offeringprice

Amountof

registration

fee

(1)

(2)

(2)

Common Stock, $.00001 par value

1,500,000

$

0.10

$

150,000

$

17.43

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

(1)

Pursuant to Rule 416 of the Securities Act of 1933, as amended, the shares of Common Stock offered hereby also include such presently indeterminate number of shares of our Common Stock as shall be issued by us to the selling stockholders as a result of stock splits, stock dividends or similar transactions.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended and was based upon the offering price of the issued and outstanding common stock included in this Registration Statement.

3

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION8(A), MAY DETERMINE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

PRELIMINARY PROSPECTUS

Subject to completion, dated _________, 2015

Taxus Pharmaceuticals Holdings, Inc.

1,500,000 shares of common stock, par value $ 0.00001 per share

This prospectus relates to the resale of up to 1,500,000 shares of Common Stock, par value $0.00001 per share (Shares) of Taxus Pharmaceuticals Holdings, Inc., a New York corporation (Company, we or us), that may be sold from time to time by the Selling Stockholders named in this prospectus on page 18 (Selling Stockholders).

The Shares were issued to the Selling Stockholders in private placement transactions which were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended.

We will not receive any proceeds from the sale of the Shares by the Selling Stockholders.

There is currently no public or established market for our shares. Consequently, our shareholders will not be able to sell their shares in anyorganized market place and may be limited to selling their shares privately. Accordingly, an investment in our Company is an illiquid investment.

Selling stockholders will sell at a fixed price of $ 0.10 per share until our common shares are quoted on the Over The Counter Bulletin Board (OTCBB) and, thereafter, at prevailing market prices or privately negotiated prices. We have not been approved for listing on OTCBB and we may not be successful in the application to list on OTCBB. We will not control or determine the price at which the selling stockholders decide to sell their shares. Information regarding the Selling Stockholders and the time and manner in which they may offer and sell the Shares under this prospectus is provided under Selling Stockholders and Plan of Distribution in this prospectus. We will pay the expenses of registering these shares.

4

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE RISK FACTORS BEGINNING ON PAGE15 FOR A DISCUSSION OF RISKS APPLICABLE TO US AND AN INVESTMENT IN OUR COMMON STOCK.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Emerging Growth Company Status

We may qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act, or JOBS Act and we may be only subject to reduced public company reporting requirements, We may be allowed to provide in this prospectus more limited disclosures than an issuer that would not so qualify. Furthermore, for as long as we remain an emerging growth company, we will qualify for certain limited exceptions from investor protection laws such as the Sarbanes Oxley Act of 2002 and the Investor Protection and Securities Reform Act of 2010. Please read Risk Factor and Emerging Growth Company Status.

The date of this prospectus is __________, 20__

5

TABLE OF CONTENTS

PAGE NO.

PART I

PROSPECTUS SUMMARY

9

SUMMARY FINANCIAL DATA

11

EMERGING GROWTH COMPANY STATUS

14

RISK FACTORS

15

USE OF PROCEEDS

18

DETERMINATION OF OFFERING PRICE

18

DILUTION

18

SELLING STOCKHOLDERS

19

PLAN OF DISTRIBUTION

21

DESCRIPTION OF SECURITIESTO BE REGISTERED

22

SELECTED FINANCIAL DATA

25

DESCRIPTION OF THE COMPANY

28

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

31

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

38

AVAILABLE INFORMATION

38

INTERESTS OFNAMED EXPERTS AND COUNSEL

39

LEGAL PROCEEDINGS

39

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

39

DIRECTORS AND EXECUTIVE OFFICERS

39

EXECUTIVE AND DIRECTOR COMPENSATION

42

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

43

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

44

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

44

STOCK TRANSFER AGENT

45

LEGAL MATTERS

45

EXPERTS

45

MATERIAL CHANGES

45

WHERE YOU CAN FIND MORE INFORMATION

45

FINANCIAL STATEMENTS

46

PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

7 2

INDEMNIFICATION OF DIRECTORS AND OFFICERS

72

RECENT SALES OF UNREGISTERED SECURITIES

72

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

7 2

UNDERTAKINGS

73

SIGNATURE

75

6

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.aby

DEALER PROSPECTUS DELIVERY OBLIGATION

Until, 2015 (25days after the commencement of the offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

7

FORWARD-LOOKING STATEMENTS

This prospectus and related prospectus supplements contains forward-looking statements within the meaning of federal securities law. Words such as may, will, expect, anticipate, believe, estimate, continue, predict, or other similar words, identify forward-looking statements. Forward-looking statements appear in a number of places in this prospectus and include statements regarding our intent, belief or current expectation about, among other things, trends affecting the markets in which we operate, our business, financial condition, results of operations, cash flow and growth strategies. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those predicted in the forward-looking statements as a result of various factors, including those set forth in the Risk Factors section of this prospectus. If any of the events described in Risk Factors occur, they could have an adverse effect on our business, financial condition and results of operation, cash flow, and growth strategies. When considering forward-looking statements, you should keep these factors in mind as well as the other cautionary statements in this prospectus. You should not place undue reliance on any forward-looking statement. We are not obligated to update forward-looking statements.

PROSPECTUS SUMMARY

THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION AND DOES NOT CONTAIN ALL THE INFORMATION THAT MAY BE IMPORTANT TO YOU. YOU SHOULD CAREFULLY READ THIS PROSPECTUS, ANY RELATED PROSPECTUS SUPPLEMENT AND THE DOCUMENTS WE HAVE REFERRED YOU TO IN WHERE YOU CAN FIND MORE INFORMATION ON PAGE 38 BEFORE MAKING AN INVESTMENT IN OUR COMMON STOCK, INCLUDING THE RISK FACTORS SECTION BEGINNING ON PAGE 15 .

As used in this Prospectus, unless the context requires or is otherwise indicated, the terms we, us, our, the Registrant, the Company, our company only refer to Taxus Pharmaceuticals Holdings, Inc., a New York corporation, incorporated on January 02, 2002. Taxus Pharmaceuticals Holdings, Inc.s former name is Little Neck Health Connection Inc and we still carry out business as Little Neck Health Connection Inc.

$ or U.S. Dollars refers to the legal currency of the United States.GAAP unless otherwise indicated refers to accounting principles generally accepted in the United States.

8

Our Company

The Registrant, Taxus Pharmaceuticals Holdings, Inc, was founded under the name Little Neck Health Connection Inc under the laws of the State of New York on January 2, 2002. On September 22, 2014, the Registrant changed its name to Taxus Pharmaceuticals Holdings, Inc and still does business as Little Neck Health Connection Inc.

We are a retail store that sells dietary supplement products such as vitamins, minerals, calcium, fibers, and proteins, etc. Our sales revenue is $ 146,776 for the year ended June 30, 2014 and $136,650 for the year ended June 30, 2013.

The Offering

This prospectus relates to the resale of up to 1,500,000 shares of Common Stock, par value $0.00001 per share (Shares) of Taxus Pharmaceuticals Holdings, Inc., a New York corporation, that may be sold from time to time by Selling Stockholders.Selling stockholders will sell at a fixed price of $ 0.10 per share until our common shares are quoted on OTCBB and, thereafter, at prevailing market prices or privately negotiated price.

We intend to apply to have our common stock quoted on the OTCBB within one year after this Form S-1 Registration Statement becomes effective and we estimate that the application process might take approximately 3 months. We have not been approved for listing on OTCBB and we may not be successful in the application to list on OTCBB.

The Shares were issued to the Selling Stockholders in private placement transactions which were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended.

Common Stock outstanding prior to offering

81,500,200

Total shares held by non-affiliate stockholders prior to the offering

39,880,400

Total shares of Common Stock offered by Selling Stockholders

1,500,000

Common Stock to be outstanding after the offering

81,500,200

Use of proceeds of sale

We will not receive any of the proceeds from the sale of the shares of Common Stock by the Selling Stockholders.

Risk Factors

See Risk Factors beginning on page15 and other information included in this prospectus for a discussion of factors you should consider before deciding to invest in shares of our Common Stock.

9

SUMMARY FINANCIAL DATA

We have derived the following summary of our unaudited statement of operations data for the three and six months ended December 31 , 2014 and 2013 and the audited statement of operations data for the fiscal years ended June 30, 2014 and 2013 and our unaudited balance sheet data as of December 31 , 2014 and the audited balance sheet data as of June 30, 2014 and 2013. Our historical results are not necessarily indicative of the results that may be expected in the future. The summary of our financial data set forth below should be read together with our financial statements and the notes thereto, as well as Managements Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this prospectus.

Statement of Operations for the Three and Six Months Ended December 31, 2014 and 2013

For the three months ended December 31,

For the six months ended December 31,

2014

2013

2014

2013

Revenues

$28,867

$39,943

$50,090

$78,975

Cost of revenues

14,882

13,291

27,884

33,009

Gross profit

13,985

26,652

22,206

45,966

Operating expenses:

Selling expenses

21,369

23,857

30,594

42,270

General and administrative expenses

59,410

3,675

68,669

6,762

Total operating expenses

80,779

27,532

99,263

49,032

Net (loss)

$(66,794)

$(880)

$(77,057)

$(3,066)

Statement of Operations for the Years Ended June 30, 2014 and June 30, 2013

For the year ended June 30,

2014

2013

Revenues

$

146,776

$

136,650

Cost of revenues

99,086

83,015

Gross profit

47,690

53,635

Operating expenses:

Selling expense

80,688

82,041

General and administrative expense

26,148

25,467

Total operating expenses

106,836

107,508

Net (loss)

$

(59,146)

$

(53,873)

Balance Sheet as of December 31 , 2014 and June 30, 2014

ASSETS

December 31, 2014

June 30,

2014

Current assets:

Cash and cash equivalents

$

32,370

$

3,561

Inventory

47,377

20,853

Total current assets

79,747

24,414

Other assets:

Security deposit

10,488

3,500

TOTAL ASSETS

$

90,235

$

27,914

LIABILITIES AND STOCKHOLDERS EQUITY

(DEFICIT)

Current liabilities:

Accounts payable and accrued expenses

$

22,045

$

39,906

Total current liabilities

22,045

39,906

Commitments and contingencies

Stockholders equity (deficit)

Common stock, $0.00001 par value; 1,500,000,000 share

authorized, 81,500,200 and 200 shares issued and outstanding as of

December 31, 2014 and June 30, 2014, respectively.

815

10,000

Additional paid-in capital

236,539

70,115

Deficit

(169,164)

(92,107)

Total stockholders equity (deficit)

68,190

(11,992)

TOTAL LIABILITIES AND STOCKHOLDERS

EQUITY (DEFICIT)

$

90,235

$

27,914

12

Balance Sheet as of June 30, 2014 and June 30, 2013

ASSETS

June 30,

2014

June 30,

2013

Current assets:

Cash and cash equivalents

$

3,561

$

1,314

Inventory

20,853

39,813

Total current assets

24,414

41,127

Other assets:

Security deposit

3,500

3,500

TOTAL ASSETS

$

27,914

$

44,627

LIABILITIES AND STOCKHOLDERS EQUITY

(DEFICIT)

Current liabilities:

Accounts payable and accrued expenses

$

39,906

$

22,572

Total current liabilities

39,906

22,572

Commitments and contingencies

Stockholders equity (deficit)

Common stock, no par value;

200 shares authorized, issued and outstanding

10,000

10,000

Additional paid-in capital

70,115

45,016

Deficit

(92,107)

(32,961)

Total stockholders equity (deficit)

(11,992)

22,055

TOTAL LIABILITIES AND STOCKHOLDERS

EQUITY (DEFICIT)

$

27,914

$

44,627

13

EMERGING GROWTH COMPANY STATUS

We may qualify as an emerging growth company as defined in the Jumpstart Our Business Startups Act, or JOBS Act. For as long as we are an emerging growth company, unlike other public companies, we will not be required to:

provide an auditors attestation report on managements assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section404(b) of the Sarbanes-Oxley Act of 2002;

comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditors report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;

comply with any new audit rules adopted by the PCAOB after April5, 2012, unless the Securities and Exchange Commission determines otherwise;

provide certain disclosure regarding executive compensation required of larger public companies; or

obtain shareholder approval of any golden parachute payments not previously approved.

We will cease to be an emerging growth company upon the earliest of:

when we have $1.0 billion or more in annual revenues;

when we have at least $700 million in market value of our common shares held by non-affiliates;

when we issue more than $1.0 billion of non-convertible debt over a three-year period; or

the last day of the fiscal year following the fifth anniversary of our initial public offering.

In addition, Section107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we are choosing to opt out of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.

14

RISK FACTORS

An investment in our common stock is speculative and involves a high degree of risk and uncertainty. You should carefully consider the risks described below, together with the other information contained in this prospectus, including the financial statements and notes thereto of our Company, before deciding to invest in our common stock. The risks described below are not the only ones facing our Company. If any of the following risks occur, our business, financial condition and results of operations and the value of our common stock could be materially and adversely affected.

Risks Relating to Our Business

We have incurred operating losses and have an accumulated deficit and we may not be able to become profitable and our accumulated deficit may continue to increase.

In the years ended June 30, 2014 and June 30, 2013, we have incurred operating loss of $59,146 and $53,873 respectively. For the six months ended December 31 , 2014 and December 31 , 2013, we have incurred operating losses of $ 77,057 and $ 3,066 , respectively. As of December 31 , 2014, we have an accumulated deficit of $ 169,164 . Since our operating losses have increased in the year ended June 30, 2014 and the six months ended December 31 , 2014, compared with the year ended June 30, 2013 and the six months ended December 31 , 2013, and our accumulated deficit continues to increase, we may not be able to become profitable for the current and future years and our accumulated deficit may continue to increase.

Companys ability to implement the plan of operation

The implementation of the Companys plan of operation will depend on a number of factors. These include our ability to establish a significant customer base and maintain favorable relationships with customers and partners, obtain adequate financing on favorable terms in order to fund our business, maintain appropriate procedures, policies and systems; hire, train and retain skilled employees and to continue to operate within an environment of increasing competition. The inability of the Company to manage any or all of these factors could impair our ability to implement our plan of operation successfully, which could have a material adverse effect on the results of its operations and its financial condition.

Significant existing and new competition in our industry could adversely affect us

The dietary supplement industry is very competitive and highly fragmented. Our Company will need to compete against many other companies. Bigger companies and established companies with more recognition in the market will have more cash to invest in their business for promotion and marketing. These competitors may be able to attract and retain a larger number of talents, which would negatively affect our Business. .

.

Our inability to fund our losses and capital expenditure requirements may adversely affect our business operations.

Our business operations are dependent upon our ability to generate more revenue from our existing business and raise capital from outside sources. We believe that in order to continue our business operations, we will need to raise more capital. In the future we may be unable to obtain the necessary financing on a timely basis and on acceptable terms, and our failure to do so may adversely affect our financial position and competitive position. Our ability to obtain acceptable financing at any time may depend on a number of factors, including: our financial condition and results of operations. Our current assets are not sufficient to fund our expenditures. Therefore, we will have to seek additional outside funding. Currently our primary source of outside funding is the support from our officer and

15

shareholder Jiayue Zhang. Mr. Zhang has entered into an agreement on September 1, 2014, in which Mr. Zhang agrees to provide funds to fund the Companys operations for the next two years from September 1, 2014 to September 1, 2016. However, even though we have an agreement with Mr. Zhang, there is no assurance that we will be able to receive the financing we need. If Mr. Zhang breaches the agreement, then we may not receive any financing or funds to support our business operations.

We are still looking for a full time store manager. Currently we hired a consultant to serve as store manager on independent contractor and temporary status. If our consultant leaves us before we hire a full time store manager, we may not be able to continue our business operation.

Currently we have not hired a full time employee to serve as store manager. We are still in the search for the candidates to fulfill such position. On August 10, 2014, we entered into a consultant agreement with Kathy Chow to hire Ms. Chow to serve as a full time store manager. Ms. Chow agreed to provide the services as store manager on independent contractor basis for 12 months from August 10, 2014 to August 10, 2015 and renewable on month to month basis until we hire a full time employee to serve as store manager. The scope of services she provides includes: participate in learning and development activities (product education) in order to provide optimal customer service; maintain a professional and courteous relationship with customers; create a positive work environment; understand, support and achieve established sales goals and objectives; perform regular maintenance; clean shelves, backrooms, windows and floors; assist in unloading stock, stocking shelves, checking products against invoices, sorting and distributing stock, pricing merchandise, cleaning fixtures and displaying products; perform category maintenance by rotating products; identify damaged and expired products; operate the cash register and execute customer transactions efficiently; responsible for all register functions and adheres to and follows up on the bank deposit process.

Although Ms. Chow is a not an employee, she provides the services similar to employee. Therefore, she contributes significantly to our business operations. However, our agreement with Ms. Chow is an independent contractor agreement and is on temporary basis. The agreement expires on August 10, 2015 and is renewable on month to month basis afterwards. If we are unable to hire a full time store manager and Ms. Chow leaves us, we might not be able to continue our business operation.

Risks Related to Corporate and Stock Matters

Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.

Prior to the date of this prospectus, there has not been any established trading market for our common stock, and there is currently no established public market whatsoever for our securities. There can be no assurances as to whether any market for our shares will develop; the prices at which our common stock will trade; or the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

16

Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions.

Shareholders could experience substantial dilution.

We may issue additional shares of our capital stock to raise additional cash for working capital.If we issue additional shares of our capital stock, our shareholders will experience dilution in their respective percentage ownership in the company.

We have no present intention to pay dividends.

During the preceding two fiscal years we did not pay dividends or make other cash distributions on our common stock, and we do not expect to declare or pay any dividends in the foreseeable future. We intend to retain any future earnings for working capital and to finance current operations and expansion of our business.

A large portion of our common stock is controlled by a small number of shareholders.

A large portion of our common stock is held by a small number of shareholders.Jiayue Zhang holds 41,619,800 shares of common stock, representing 51.07% of the total issued and outstanding common stock. As a result, he is able to influence the outcome of shareholder votes on various matters, including the election of directors and extraordinarycorporate transactions including business combinations.In addition, the occurrence of sales of a large number of shares of our common stock, or the perception that these sales could occur, may affect our stock price and could impair our ability to obtain capital through an offering of equity securities. Furthermore, the current ratios of ownership of our common stock reduce the public float and liquidity of our common stock which can in turn affect the market price of our common stock.

We may be subject to "penny stock" regulations.

The Securities and Exchange Commission, or SEC, has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and our sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customers account.In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those 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 trading activity in the secondary market for stock that becomes subject to those penny stock rules.These additional sales practice and disclosure requirements could impede the sale of our securities. Whenever any of our securities become subject to the penny stock rules, holders of those securities may have difficulty in selling those securities.

17

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of Shares by the Selling Stockholders.

DETERMINATION OF OFFERING PRICE

The Selling Stockholders determine the offering price of the shares registered in this Registration Statement. The principal factors considered in determining the offering price of the Common Stock included:

the information in this prospectus;

the history and the prospects for the industry in which we compete;

the ability of our management;

the prospects for our future earnings;

the present state of our development and our current financial condition;

the general condition of the economy and the securities markets in the United States at the time of this offering;

the recent market prices of, and the demand for, publicly-traded securities of generally comparable companies; and

other factors as were deemed relevant.

DILUTION

Since this offering is being made solely by the Selling Stockholders and none of the proceeds will be paid to us, our net tangible book value per share will not be affected by the shares sold in this offering.

18

SELLING STOCKHOLDERS

We are registering for resale shares of our Common Stock that are issued and outstanding and held by the Selling Stockholders identified below. We are registering the shares to permit the Selling Stockholders and their pledges, donees, transferees and other successors-in-interest that receive their shares from a Selling Stockholder as a gift, partnership distribution or other non-sale related transfer after the date of this prospectus to resell the shares when and as they deem appropriate in the manner described in the Plan of Distribution.

The following table sets forth:

the name of the Selling Stockholders,

the number of shares of our Common Stock that the Selling Stockholders beneficially owned prior to the offering for resale of the shares under this prospectus,

the maximum number of shares of our Common Stock that may be offered for resale for the account of the Selling Stockholders under this prospectus, and

the number and percentage of shares of our Common Stock to be beneficially owned by the Selling Stockholders after the offering of the shares (assuming all of the offered shares are sold by the Selling Stockholders).

Except as set forth below, none of the selling stockholders has been an officer or director of the Company or any of its predecessors or affiliates within the last three years, nor has any selling stockholder had a material relationship with the Company.

None of the selling stockholders is a broker dealer or an affiliate of a broker dealer that has any agreement or understanding to distribute any of the shares being registered.

Selling stockholders will sell at a fixed price of $ 0.10 per share until our common shares are quoted on the Over The Counter Bulletin Board (OTCBB) and, thereafter, at prevailing market prices or privately negotiated prices.

Each selling stockholder may offer for sale all or part of the shares from time to time. The table below assumes that the selling stockholders will sell all of the shares offered for sale. A selling stockholder is under no obligation, however, to sell any shares pursuant to this prospectus.

The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares, unless otherwise shown in the table. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold.

None of the Selling Shareholders:

(1)

has had a material relationship with us other than as a shareholder at any time within the past three years; or

(2)

has ever been one of our officers or directors.

19

Name of Selling Stockholders (1)

Shares

Beneficially

OwnedPriorto

Offering

Maximum

Numberof

SharestobeSold

Numberof

Shares

OwnedAfter

Offering

Percentage

Ownership

After

Offering

(3)

1

Christopher Yee

50,000

50,000

0

0

2

Daanish Tirmizi

50,000

50,000

0

0

3

Rayn S Biazon

50,000

50,000

0

0

4

Yoo Jung Kim

50,000

50,000

0

0

5

Pankaj Motwani

50,000

50,000

0

0

6

Ronald Kim

50,000

50,000

0

0

7

Vance W. Sanford

50,000

50,000

0

0

8

Xiaopeng Zhao

50,000

50,000

0

0

9

Hao Pan

50,000

50,000

0

0

10

Xingchen Wang

50,000

50,000

0

0

11

Jianfen Chen

50,000

50,000

0

0

12

Haining Huang

50,000

50,000

0

0

13

Yang Liu

50,000

50,000

0

0

14

Lisa Chou

50,000

50,000

0

0

15

Mei Cai

50,000

50,000

0

0

16

Frank C. Lin

50,000

50,000

0

0

17

Teresa Silva

50,000

50,000

0

0

18

Juan He

50,000

50,000

0

0

19

Jianzhong Gu

50,000

50,000

0

0

20

Lhakpa D. Lama

50,000

50,000

0

0

21

John D Pentecost

50,000

50,000

0

0

22

Alan Z. Mei

50,000

50,000

0

0

23

Donghong Yang

50,000

50,000

0

0

24

Yi Wan

50,000

50,000

0

0

25

John Paganas

50,000

50,000

0

0

26

Mei Y Guo

100,000

100,000

0

0

27

Yat Cheung Lam

100,000

100,000

0

0

28

Isaac Mehl

50,000

50,000

0

0

Total

1,500,000

1,500,000 (2)

0

0

(1)

The Selling shareholders acquired their shares on October 14, 2014 for the price of $0.001 per share.

(2)

As of February 20, 2015 , the total number of shares of common stock held by non-affiliate stockholders (who is not an officer, a director or a 10% or more stockholder) is 39,800,400 The 1,500,000 shares of common stock being registered in this Registration Statement represent 3.76% of the total number of shares of common stock held by non-affiliate stockholders.

(3)

Calculated based on 81,500,200 shares of common stock issued and outstanding as of February 20, 2015 .

20

PLAN OF DISTRIBUTION

The Selling Stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or quoted or in private transactions.

The Selling Stockholders may use any one or more of the following methods when selling shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

to cover short sales made after the date that this Registration Statement is declared effective by the SEC;

broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

a combination of any such methods of sale; and

any other method permitted pursuant to applicable law.

The Selling Stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. Since none of the Selling Stockholders is an affiliate of the Company, the holding period pursuant to Rule 144 is six months, therefore, the Selling Stockholders may be eligible to sell their shares under Rule 144 from April 14, 2015.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales.Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser)in amounts to be negotiated.The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The Selling Stockholders may from time to time pledge or grant a security interest in some or all of the securities owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of Common Stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933 amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

Upon the Company being notified in writing by a Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of Common Stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, under the Securities Act, disclosing (i) the name of each such Selling Stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such the shares of

21

Common Stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction.In addition, upon the Company being notified in writing by a Selling Stockholder that a donee or pledgee intends to sell more than 500 shares of Common Stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.

The Selling Stockholders also may transfer the shares of Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

Selling stockholders will sell at a fixed price of $ 0.10 per share until our common shares are quoted on the Over The Counter Bulletin Board (OTCBB) and, thereafter, at prevailing market prices or privately negotiated prices.We intend to apply to have our common stock quoted on the OTCBB within one year after this Form S-1 Registration Statement becomes effective and we estimate that the application process might take approximately 3 months. We have not been approved for listing on the OTCBB and we may not be successful in the application to list on OTCBB.

The Company is required to pay all fees and expenses incident to the registration of the shares, but the Company will not receive any proceeds from the sale of the Common Stock.The Company has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

This offering will terminate on the date on which all shares offered by this prospectus have been sold by the selling stockholders.

DESCRIPTION OF SECURITIESTO BE REGISTERED

This prospectus relates to the resale of up to 1,500,000 shares of Common Stock, par value $0.00001 per share of Taxus Pharmaceuticals Holdings, Inc, a New York corporation, that may be sold from time to time by the Selling Stockholders.

As of February 20, 2015 , the total number of shares of common stock held by non-affiliate stockholders (who is not an officer, a director or a 10% or more stockholders) is 39,800,400. The 1,500,000 shares of common stock being registered in this Registration Statement represent 3.76% of the total number of shares of common stock held by non-affiliate stockholders.

We are authorized to issue 1,500,000,000 shares of common stock, par value $0.00001 per share.

Common Stock

Our certificate of incorporation authorizes the issuance of 1,500,000,000 shares of common stock, par value $ 0.00001. There are 81,500,200 shares of our common stock issued and outstanding as of February 20, 2015 . As of February 20, 2015 , we have 39 stockholders of record. As of February 20, 2015 , the total number of shares of common stock held by non-affiliate stockholders (who is not an officer, a director or a 10% or more stockholders) is 39,800,400. The 1,500,000 shares of common stock being registered in this Registration Statement represent 3.76% of the total number of shares of common stock held by non-affiliate stockholders.

22

The holders of our common stock:

have equal ratable rights to dividends from funds legally available for payment of dividends when, as and if declared by the board of directors;

are entitled to share ratably in all of the assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

do not have preemptive, subscription or conversion rights, or redemption or access to any sinking fund; and

are entitled to one non-cumulative vote per share on all matters submitted to stockholders for a vote at any meeting of stockholders

The board directors are elected by a plurality vote and that all other matters shall be decided by a majority of votes cast as indicated in Section 2.06(b) of our Bylaws.

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Cash Dividends

As of the date of this prospectus, we have not declared or paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings in our business operations.

Anti-Takeover Provisions

We are subject to New Yorks Business Combination Statutes( New York Business Corporation Law Section 912) , which prohibits certain business combinations (generally defined to include certain mergers, disposition of assets transactions, and share issuance or transfer transactions) between a domestic corporation (which is defined as a corporation for profit formed under New York Business Corporation Law, or existing on its effective date and theretofore formed under any other general statute or by any special act of this state for a purpose or purposes for which a corporation may be formed under New York Business Corporation Law, other than a corporation which may be formed under the cooperative corporations law ) or any subsidiary of such corporation and an interested stockholder (generally defined to be the beneficial owner of 20% or more of the outstanding voting stock of the domestic corporation; or to be an affiliate associate of the domestic corporation and at any time within the five-year period immediately prior to the date in question was the beneficial owner of 20% or more of the then outstanding voting stock of the domestic corporation) for a period of five years following such interested shareholders stock acquisition date, except those business combinations which are approved by the board of directors prior to such interested shareholders stock acquisition date. There are additional exceptions to the prohibition, which apply to business combinations which are approved by the affirmative vote of the holders of a majority of the outstanding voting stock not beneficially owned by such interested shareholder or any affiliate or associate of such interested shareholder at a meeting called for such purpose no earlier than five years after such interested shareholders stock acquisition date.

23

The Business Combination Statutes also prohibit certain business combinations without the approval of the board and unaffiliated stockholders, unless the consideration paid to the affiliated stockholders in the transaction is a fair price (which is generally defined to be a price at least equal to the greater of the current fair market value per share of the domestic corporation and the highest price paid by the interested stockholder for shares it previously acquired).

The Business Combination Statutes apply unless the corporation elects against their application in its original articles of incorporation or an amendment thereto or timely elected against their application in its bylaws no later than October 31, 1985. Our Articles of Incorporation and Bylaws do not currently contain a provision rendering the Business Combination Statutes inapplicable. Therefore, we may be subject to the Business Combination Provisions if we are a domestic corporation as definedbyNew York Business Corporation Law Section 102.

24

SELECTED FINANCIAL DATA

The following table summarizes our selected financial data for the periods and as of the dates indicated. The selected financial data should be read in conjunction with, and are qualified by reference to, our financial statements and related notes and Managements Discussion and Analysis of Financial Condition and Results of Operations appearing elsewhere in this prospectus. We have derived the following summary of our unaudited statement of operations data for the three and six months ended December 31 , 2014 and 2013 and the audited statement of operations data for the fiscal years ended June 30, 2014 and 2013 and our unaudited balance sheet data as of December 31 , 2014 and the audited balance sheet data as of June 30, 2014 and 2013. Our historical results are not necessarily indicative of the results that may be expected in the future. The summary of our financial data set forth below should be read together with our financial statements and the notes thereto, as well as Managements Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this prospectus.

Statement of Operations for the Three and Six Months Ended December 31, 2014 and 2013

For the three months ended December 31,

For the six months ended December 31,

2014

2013

2014

2013

Revenues

$28,867

$39,943

$50,090

$78,975

Cost of revenues

14,882

13,291

27,884

33,009

Gross profit

13,985

26,652

22,206

45,966

Operating expenses:

Selling expenses

21,369

23,857

30,594

42,270

General and administrative expenses

59,410

3,675

68,669

6,762

Total operating expenses

80,779

27,532

99,263

49,032

Net (loss)

$(66,794)

$(880)

$(77,057)

$(3,066)

25

Statement of Operations for the Years ended June 30, 2014 and 2013

For the year ended June 30,

2014

2013

Revenues

$

146,776

$

136,650

Cost of revenues

99,086

83,015

Gross profit

47,690

53,635

Operating expenses:

Selling expense

80,688

82,041

General and administrative

26,148

25,467

Total operating expenses

106,836

107,508

Net (loss)

$

(59,146)

$

(53,873)

Balance Sheet as of December 31 , 2014 and June 30, 2014

ASSETS

December 31, 2014

June 30,

2014

Current assets:

Cash and cash equivalents

$

32,370

$

3,561

Inventory

47,377

20,853

Total current assets

79,747

24,414

Other assets:

Security deposit

10,488

3,500

TOTAL ASSETS

$

90,235

$

27,914

LIABILITIES AND STOCKHOLDERS EQUITY

(DEFICIT)

Current liabilities:

Accounts payable and accrued expenses

$

22,045

$

39,906

Total current liabilities

22,045

39,906

Commitments and contingencies

Stockholders equity (deficit)

Common stock, $0.00001 par value; 1,500,000,000 share

authorized, 81,500,200 and 200 shares issued and outstanding as of

December 31, 2014 and June 30, 2014, respectively.

815

10,000

Additional paid-in capital

236,539

70,115

Deficit

(169,164)

(92,107)

Total stockholders equity (deficit)

68,190

(11,992)

TOTAL LIABILITIES AND STOCKHOLDERS

EQUITY (DEFICIT)

$

90,235

$

27,914

Balance Sheet as of June 30, 2014 and June 30, 2013

ASSETS

June 30,

2014

June 30,

2013

Current assets:

Cash and cash equivalents

$

3,561

$

1,314

Inventory

20,853

39,813

Total current assets

24,414

41,127

Other assets:

Security deposit

3,500

3,500

TOTAL ASSETS

$

27,914

$

44,627

LIABILITIES AND STOCKHOLDERS EQUITY

(DEFICIT)

Current liabilities:

Accounts payable and accrued expenses

$

39,906

$

22,572

Total current liabilities

39,906

22,572

Commitments and contingencies

Stockholders equity (deficit)

Common stock, no par value;

200 shares authorized, issued and outstanding

10,000

10,000

Additional paid-in capital

70,115

45,016

Deficit

(92,107)

(32,961)

Total stockholders equity (deficit)

(11,992)

22,055

TOTAL LIABILITIES AND STOCKHOLDERS

EQUITY (DEFICIT)

$

27,914

$

44,627

DESCRIPTION OF THE COMPANY

Corporate History

The Registrant, Taxus Pharmaceuticals Holdings, Inc, was founded under the name Little Neck Health Connection Inc under the laws of the State of New York on January 2, 2002. Neil Kumar was the initial board director, President and Chief Executive Officer. Neil Kumar was also the sole shareholder prior to August 8, 2014, who owned 200 common shares with no par value. On Augu s t 8, 2014, Jiayue Zhang purchased all the issued and outstanding stock from Neil Kumar and he resigned from all positions he held in the Company. On August 8, 2014, Jiayue Zhang became the president, sole board director, Chief Executive Officer and Chief Financial Officer of the Company. On September 22, 2014, the Registrant changed its name to Taxus Pharmaceuticals Holdings, Inc and still does business as Little Neck Health Connection Inc. On September 22, 2014, the Registrant also changed its authorized stock from 200 common shares with no par value to 1,500,000,000 shares of common stock, par value $0.00001 per share.

We are a retail store that sells dietary supplement products such as vitamins, minerals, calcium, fibers, and proteins, etc.

Main Products and Services:

We sell a variety of dietary supplement products such as vitamins, minerals, calcium, fibers, and proteins, etc. Prior to September 2014, we occasionally made protein shakes (the mixture of protein powder with milk or water) upon the request of the customers who purchased protein powder. However, the revenue from the sales of the protein shake constitutes less than 1% of our revenue. It was a convenience we provided to our customers. We do not consider protein shakes to be a main product. We consider it a small part of the protein powder products we sell. Sales of protein shakes were not material to our operations. Starting September 2014, we no longer sell protein shakes and we do not plan to sell protein shakes in future.

Among the dietary supplement products we sell, the sales of protein powder represent approximately 50% of our sales revenue. The revenue from the sales of protein powders are approximately $74,500 for the year ended June 30, 2014 and $68,000 for the year ended June 30, 2013

In addition to protein powder, we also sell multivitamins, calcium, minerals and fibers. However, none of these product types represent more than 5% of our total sales.

Customers and Sales

As a retail store, our customers are the individual shoppers. We dont rely on any particular customer. We do not derive any sales from mail order and internet sales.

28

Suppliers

Our main suppliers are dietary supplement products wholesalers. There is not any material supplier other than dietary supplement products wholesalers.

We purchase merchandise from a number of wholesalers. We do not rely on any particular supplier.

Our Competitors

The dietary supplements retail market in the U.S is highly competitive and fragmented. As a small retail store, our market share is very small and insignificant. There are thousands of stores national wide that are much larger than us.

According to our own internal research, the dietary supplement industry is very competitive and highly fragmented. Our Company will need to compete against many other companies. Bigger companies and established companies with more recognition in the market have more funds to invest for promotion and marketing. These competitors may be able to attract and retain a larger number of talents, which would negatively affect our business. Included in the dietary supplements retail industry in the United States are drugstores, specialty retailers, multi-level marketing companies, supermarkets, on-line entities, mass merchandisers, and a variety of other smaller participants. We compete for sales with all these participants. We compete for customers and revenue primarily on the basis of store location, merchandise selection, and services. We believe that the continued consolidation of the drugstore industry and continued new store openings by chain store operators will further increase competitive pressures in the industry. In addition, some of our larger competitors may enjoy competitive advantages, such as greater financial and other resources; larger variety of products; more extensive and advanced supply chain management systems; greater pricing flexibility; larger economies of scale and purchasing power; more extensive advertising and marketing efforts; greater knowledge of local market conditions; stronger brand recognition; and larger sales and distribution networks. As a result, we may be unable to offer products more desirable than those offered by our competitors, market our products as effectively as our competitors or otherwise respond successfully to competitive pressures. In addition, our competitors may be able to offer larger discounts on competing products, and we may not be able to profitably match those discounts. Furthermore, our competitors may offer products that are more attractive to our customers or that render our products uncompetitive. In addition, the timing of the introduction of competing products into the market could affect the market acceptance and market share of our products. Our failure to compete successfully could materially and adversely affect our business, financial condition, results of operation and prospects.

Research and Development

We did not incur any research and development cost for the years ended June 30, 2014 and 2013.

29

Leased Properties

We lease an approximately 1,200 square-foot retail store, which includes our warehouse and office in Little Neck, New York. The store lease was originally dated in 2004 and we renewed the lease in August 2014 for another term of ten years until July 31, 2024. We have filed the lease agreement as an exhibit to the Registration Statement.

For the years ended June 30, 2014 and 2013, we paid $40,709 and $36,724 in rent, respectively. According to the arrangement under the lease agreement, the rent increases 3% each year. We are responsible for all utilities including electricity, gas, water, telephone and water. We are also responsible for the maintenance, repair of the sidewalk in front of the demised premises.

Real Estate

Other than the leased store space as described above under Leased Properties, we do not have any real estate.

Intellectual Property

None.

Employees

Currently we have not hired a full time employee to serve as store manager. We are still searching for the candidates to fill such position. On August 10, 2014, we entered into a consultant agreement with Kathy Chow to hire Ms. Chow to serve as a full time store manager. Ms. Chow agreed to provide the services as store manager on an independent contractor basis for 12 months from August 10, 2014 to August 10, 2015 and renewable on a month to month basis till we hire a full time employee to serve as store manager. Ms. Chow is paid $5,000 per month. . The scope of services she provides includes: participate in learning and development activities (product education) in order to provide optimal customer service; maintain a professional and courteous relationship with customers; create a positive work environment; understand, support and achieve established sales goals and objectives; perform regular maintenance; clean shelves, backrooms, windows and floors; assist in unloading stock, stocking shelves, checking products against invoices, sorting and distributing stock, pricing merchandise, cleaning fixtures and displaying products; perform category maintenance by rotating products; identify damaged and expired products; operate the cash register and execute customer transactions efficiently; responsible for all register functions and adheres to and follows up on the bank deposit process.

Although Ms. Chow is a not an employee, she provides the services similar to employee. Therefore, she contributes significantly to our business operations. However, since our agreement with Ms. Chow is an independent contractor agreement and is on temporary basis. The agreement expires on September 1, 2015 and is renewable on month to month basis afterwards. If we are unable to hire a full time store manager and Ms. Chow leaves us, we might not be able to continue our business operation.

We have filed the consulting agreement with Ms Chow as an exhibit to the Registration Statement.

Government Regulation

We operate our business with following permits and licenses:

Article 20-C Food Processing Establishment License:

30

Article 20-C Food Processing Establishment License is required for retail stores that conduct any type of food preparation meat or cheese grinding, heating foods, sandwich making, operate beverage dispensing machines, prepare sushi, salad bars, or other ready to eat exposed food packaging activity. We obtained the Article 20-C Food Processing Establishment License because prior to September 2014, we occasionally made protein shakes (the mixture of protein powder with milk or water) upon the request of the customers who purchased protein powders. It was a convenience that we provided to our customers. However, the revenue from the sales of the protein shakes constituted less than 1% of our revenue. We do not consider protein shakes a main product. We consider it a small part of the protein products we sell. Sales of protein shakes were not material to our operations. Starting September 2014, we no longer sell protein shakes to customers and we do not plan to sell protein shakes in future. Our Article 20-C license will expire on August 14, 2015 and we do not intend to renew it.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this Prospectus, includes some statements that are not purely historical and that are forward-looking statements.Such forward-looking statements include, but are not limited to, statements regarding our and our managements expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, and results of operations.In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.The words anticipates, believes, continues, could, estimates, expects, intends, may, might, plans, possible, potential, predicts, projects, seeks, should, will, would and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this Prospectus are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the related transactions.There can be no assurance that future developments actually affecting us will be those anticipated.These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties, along with others, are described above under the heading Risk Factors.Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Overview

The Company was formed under the name of Little Neck Health Connection Inc in the state of New York on January 2, 2002. The Company is operating a retail store, located in Little Neck, New York, selling dietary supplement products such as vitamins, minerals, calcium, fibers, and proteins, etc.

On September 22, 2014, the Company filed the amendment to its Certificate of Incorporation to change its name to Taxus Pharmaceuticals Holdings, Inc. and increased the number of authorized shares to 1,5000,000,000 and

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changed the par of each share to each share to $0.00001. The Company has issued 80,000,000 shares at $0.001 per share on September 30, 2014 and has issued 1,500,000 shares at $0.001 per share on October 14, 2014.

Plan of Operation

The Company plans to open more retail stores in the Borough of Queens, New York City, New York. The new stores will be selling the same dietary supplement products that the current store is selling, including vitamins, minerals, and proteins. In order to open new stores, the Company needs to find new locations appropriate for dietary supplement stores, negotiate leases with the potential landlords, hire additional managers to operate the new stores, and purchase more merchandise for new stores inventory. So far the Company is still searching for a suitable new location. The Company has not been able to develop a time frame on when it will find the suitable new location. Besides, the Company has not made any plan to raise the funds necessary to expand the operation. Therefore, there is the possibility that the Company may not be able to open any new store at all if the Company cannot find the suitable new location and can not raise the necessary funds for the business expansion.

Critical Accounting Policies and Estimates

Our audited financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America.Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies.We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Companys revenues are primarily derived from the sales of vitamins, minerals, herbs, supplements, sports nutrition items and other health and wellness products. Revenue recognition policies comply with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 605, Revenue Recognition, when persuasive evidence of arrangement exists, delivery of services has occurred, the fee is fixed or determinable and collectability is reasonable assured.

Income Taxes

The Companys stockholder has elected to be taxed as an S Corporation under the applicable provisions of the Internal Revenue Code, wherein the Companys income is taxed directly to the stockholder. Thus, there is no provision or liability for Federal or state income taxes reflected in the accompanying financial statements. The Companys 2013, 2012 and 2011 tax years are open and subject to examination by the taxing authorities.

The Company adopted the provisions of Financial Accounting Standards Board Accounting Standards Codification (the FASB ASC) 740-10-25, Accounting for Uncertainty in Income Taxes. Under FASB ASC 740-10-25, an organization must recognize the tax benefits associated with tax positions taken for tax return purposes

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when it is more likely than not that the position will be sustained. The Company does not believe there are any material uncertain tax positions and, accordingly, it did not recognize any liability for unrecognized tax benefits.

Inventory

Inventories are stated at the lower of cost or market using a weighted average method which approximates first-in, first-out (FIFO). The Company marks down its inventory for estimated unmarketable inventory equal to the difference between the cost of the inventory and the estimated net realizable value based on assumptions about the age of the inventory, future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory markdown may be required. There were no inventory markdowns for the years ended June 30, 2014 and 2013, and for the six months ended December 31 , 2014 and 2013

Results of Operations for the Years ended June 30, 2014 and 2013:

The following table sets forth information from our statements of operations for the years ended June 30, 2014 and 2013:

For The Years Ended June 30

2014

2013

Revenues

$

146,776

$

136,650

Cost of revenues

99,086

83,015

Gross profit

47,690

53,635

Operating expenses

Selling expenses

80,688

82,041

General and administrative

26,148

25,467

Total operating expenses

106,836

107,508

Net (loss)

$

(59,146)

$

(53,873)

Revenues

During the year ended June 30, 2014 we generated $146,776 of revenues, compared to revenues of $136,650 during the year ended June 30, 2013, an increase of $10,126. Such increase was mainly due to the increase in sales of dietary supplement products.

In the years ended June 30, 2014 and June 30, 2013, we have seen that the wholesale prices of the items that we regularly purchase, including protein powder, multivitamins and other dietary supplements, have been steadily increasing. Meanwhile, the retail price of our products has not been increasing as fast as the wholesale prices. This trend will have material impact on our operations because the higher increase in wholesale prices will increase our cost of revenues and reduce our gross profits until sufficient retail price increases can be implemented.

Cost of Revenues

Our cost of revenues during the year ended June 30, 2014 was $99,086, an increase of $16,071, as compared to $83,015 for the year ended June 30, 2013. The increase is due to the costs incurred for the dietary supplement products sold in the current fiscal year.

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Gross Profit

Our gross profit decreased by $5,945 from $53,635 for the year ended June 30, 2013 to $47,690 for the year ended June 30, 2014. The slight decrease in gross profit is mainly due to the increase in the costs incurred for the dietary supplement products sold in the current fiscal year.

Operating Expenses

During the year ended June 30, 2014 our total operating expenses were $106,836, a decrease of $672, as compared to $107,508 for the year ended June 30, 2013.

Net Loss

We had a net loss of $59,146 for the year ended June 30, 2014, compared to a net loss of $53,873 for the year ended June 30, 2013, an increase in net loss of $5,273.

Liquidity and Capital Resources

For the years ended June 30, 2014 and June 30, 2013

We had $3,561 in cash, current assets of $24,414, current liabilities of $39,906, and working capital deficit of $15,492 as of June 30, 2014. We had $1,314 in cash, current assets of $41,127, current liabilities of $22,572, and working