Intelligent Hotel Group Ltd 10-K for FY2023
Intelligent Hotel Group Ltd. (ZHJD)
About this 10-K
Intelligent Hotel Group Ltd filed this 10-K on April 16, 2024, covering the fiscal year ended December 31, 2023 (FY2023).
Headline figures
Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $510.24K
- up 331.0% from $118.4K a year earlier
- Net income
- $9989
- compared with a net loss of $74.45K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For
The Fiscal Year Ended
For the transition period from __________ to __________
Commission
File Number
(Exact name of registrant issuer as specified in its charter)
| 2870 | ||||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Number) |
(IRS Employer Identification Number) |
(Address of principal executive offices, including zip code)
(
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Securities registered under Section 12(g) of the Exchange Act
N/A
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes
☐
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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated 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 ☐ | 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 check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
$
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
N/A
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name on each exchange on which registered | ||
| N/A | N/A | N/A |
APPLICABLE ONLY TO CORPORATE REGISTRANTS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding at March 30, 2024 | |
| Common Stock, $0.0001 par value |
TABLE OF CONTENTS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantee of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:
| ● | The availability and adequacy of our cash flow to meet our requirements; | |
| ● | Economic, competitive, demographic, business and other conditions in our local and regional markets; | |
| ● | Changes or developments in laws, regulations or taxes in our industry; | |
| ● | Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; | |
| ● | Competition in our industry; | |
| ● | The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; | |
| ● | Changes in our business strategy, capital improvements or development plans; | |
| ● | The availability of additional capital to support capital improvements and development; and | |
| ● | Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC. |
This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Use of Defined Terms
Except as otherwise indicated by the context, references in this Report to:
| ● | The “Company,” “we,” “us,” “our,” or “YCQH” are references to YCQH Agricultural Technology Co. Ltd, a Nevada corporation. | |
| ● | “Common Stock” refers to the common stock, par value $0.001, of the Company; | |
| ● | “U.S. dollar,” “$” and “US$” refer to the legal currency of the United States; | |
| ● | “Securities Act” refers to the Securities Act of 1933, as amended; and | |
| ● | “Exchange Act” refers to the Securities Exchange Act of 1934, as amended. |
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PART I
ITEM 1. BUSINESS
Company Overview
YCQH Agricultural Technology Co. Ltd, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on October 15, 2019.
On October 15, 2019, Ms. Wang Min was appointed as President, Secretary, Treasurer, Chief Executive Officer, and Director.
On October 15, 2019, the Company issued 100,000 shares of restricted common stock, with a par value of $0.0001 per share, to Ms. Wang Min in consideration of $10. The $10 in proceeds went to the Company to be used as working capital. Ms. Wang Min serves as our Chief Executive Officer, President, Secretary, Treasurer and Director.
On November 28, 2019, the Company issued 49,900,000 shares of restricted common stock, with a par value of $0.0001 per share, to Ms. Wang Min in consideration of $4,990. The $4,990 in proceeds went to the Company to be used as working capital.
On January 1, 2020 the Company issued 40,000,000 shares of restricted common stock to a total of ten foreign shareholders, with each having purchased 4,000,000 shares of common stock at a purchase price of $0.001 per share. The $40,000 in proceeds went to the Company to be used as working capital.
In regards to all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of the Securities Act of 1933, as amended (“Regulation S”) due to the fact that all sales of stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
The Company primarily operates in bio-carbon-based fertilizer (“BCBF”) trading business, including wholesale and retail sale to customer mainly based in People Republic of China, sourcing directly from producers in China. The Company does not maintain and operate any production and manufacturing of BCBF facility or machine and equipment.
| Company name | Place/date of incorporation | Principal activities | ||
YCQH Holding Limited (“YCQH Seychelles”) |
Seychelles / October 11, 2019 | Investment holding | ||
YCQH Agricultural Technology Co. Limited (“YCQH HK”) |
Hong Kong / October 10, 2019 | Investment holding | ||
| YCWB Agricultural Technology Co. Limited (“YCWB”) | SiChuan Province, China /December 10, 2019 |
Operates in bio-carbon-based fertilizer trading business | ||
SCQC Agriculture Co. Limited (“SCQC”) |
SiChuan Province, China /November 1, 2019 (acquired on June 15, 2020) |
Operates in bio-carbon-based fertilizer trading business |
On December 16, 2019, the Company, acquired 100% of YCQH Holding Limited, herein referred as “YCQH Seychelles,” a company incorporated in the Republic of Seychelles, from Ms. Wang Min in consideration of $1. In the same day YCQH Seychelles acquired YCQH Agricultural Technology Co. Limited, a company incorporated in Hong Kong, herein referred as the “YCQH HK,” from Ms. Wang Min in consideration of HKD100 (equivalent to approximately $13 as of the date of this Registration Statement).
On December 10, 2019, YCQH HK incorporated YCWB Agricultural Technology Co. Limited, a wholly foreign owned enterprise, in SiChuan Province, China, herein referred as “YCWB,” with Ms. Wang Min as the legal representative.
On June 15, 2020, the Company through subsidiary YCWB acquired SCQC Agricultural Co. Limited., herein referred as “SCQC,” a company incorporated in SiChuan Province, China for a consideration of CNY 1,169,996 (approximate $165,605) with carrying value on book of CNY 1,168,554 (approximate $165,401) from a third party. The premium was accounted as expense for the year ended December 31, 2020.
On April 19, 2023, the Company through subsidiary YCWB Agricultural Technology Co. Limited incorporated XMYC Trading Co. Limited, a company incorporated in XiaMen City, China with an investment capital of CNY 500,000 (approximate $68,931).
On September 25, 2023, the Company through subsidiary YCWB Agricultural Technology Co. Limited disposed XMYC Trading Co. Limited, with a consideration of CNY 0.1 (approximate $0.01). After the disposal of XMYC, the Company will continue to operate the beauty products trading business.
The Company and all its subsidiaries share the same address and maintain physical office space at No. 1104, Ren Min Nan Road No. 45, Wuhou District, Chengdu, Sichuan Province, China 610000.
| 4 |
Our corporate structure is as follows:
DESCRIPTION OF BUSINESS
The Company has seen a business opportunity in wholesaling and retailing high quality, sustainable, environmentally friendly bio-carbon-based fertilizer (herein referred to as “BCBF”), which is capable of not only increasing the crop yield but also at the same time preserving the environment. The Company’s BCBF is sourced from, and produced by, a third party through heating straw in a closed container with little or no available air. This method is also known as thermal decomposition of organic material under limited supply of oxygen at relatively low temperature. In accordance with requirements imposed by the PRC Ministry of Agriculture, the Company’s Supplier of BCBF has registered with Sichuan Province Provincial Department of Agriculture and Rural Affairs, which has an effective period of 5 years, from December 2019 to December 2024. The Company does not maintain or operate any production and/or manufacturing of any BCBF facility, machine and/or equipment.
| 5 |
The Company is currently wholesaling and retailing BCBF through its wholly owned subsidiary SCQC. Management of the Company believes that the BCBF sold by the Company is capable of maintaining soil fertility, enhancing crop yield, improving soil structure, improving water and fertilizer retention capability and improving fertilizer utilization efficiency and effectiveness. This is achieved through balancing carbon and nitrogen content, neutralizing soil pH while at the same time creating soil particle structure that is conducive to plant growth.
The BCBF sold by the Company, produced through straw thermal decomposition, replaces the function of activated carbon. The combination of soil and BCBF is capable of absorbing and reducing pollution content such as heavy metals from agricultural residual wastes. Further, the combination of water and BCBF is capable of purifying water by producing carbohydrate and glucose, which could be absorbed by, and is conducive to the growth of, plants. Additionally, BCBF possesses outstanding water storage capacity, which can store up to 10 times the water content when compared to soil without BCBF, which in turn provides farmers greater flexibility during times of hardship such as a drought.
As such, the management of the Company believes that the Company’s BCBF is not only a superior option compared to conventional fertilizer in terms of environmentally sustainability, but also from an economic perspective due to the improvement in crop yield quality and quantity. The Company’s BCBF consists of roughly 45% organic matter, 20% bio-charcoal, 10% humic acid, 5% NPK and boats an effective microorganism count of 20,000,000 per gram.
On July 25, 2022, the Company ventures into online retailing business through e-commerce platform, retailing a series of daily use products covering from healthcare products, cosmetic products, fashion products, household products and so forth. Customer will place order through platform and make payment accordingly of which shall be collected by Company. Meanwhile Company shall place exact order towards supplier and supplier will deliver such ordered products directly to customer, settlement between Company and supplier will take place once a week. It is worth mentioning that the Company act as the intermediary role and do not keep any form of inventory throughout the transaction.
On April 19, 2023, the Company ventures into beauty products trading business which includes retail sale to customer mainly based in People Republic of China, sourcing directly from producers in China.
On September 25, 2023, the Company through subsidiary YCWB Agricultural Technology Co. Limited disposed XMYC Trading Co. Limited, with a consideration of CNY 0.1 (approximate $0.01). Even though XMYC has been disposed, the beauty products trading business will continue to be operated by the Company.
Bio-carbon-based-fertilizer, BCBF
| 6 |
Business Model
The Company previously sources all supply of BCBF from an independent single supplier and doesn’t have any definitive plan to continue to source from such supplier or any other alternative. The Company believes current stock level is sufficient to cover next 12 months sales demand.
The Company adopts what is commonly referred to as a virtual network business structure, as the Company only maintains internal procurement, sales and marketing, operational, accounting and finance functions. We rely entirely on an independent third party for other crucial functions, such as production and packaging, storage, courier inward and outward. It is our belief that this business structure empowers the Company with a higher degree of flexibility to exploit market opportunity, but it is also difficult to ascertain the quality of BCBF sourced and stored externally. Confidentiality of information, such as the identity of customers, is also at risk because such information is shared amongst designated warehouses, the responsibility of which is discussed below.
Procurement Order and Courier Inward
As per our practices with previous supplier, the Company, through subsidiary SCQC, has prepaid a mutually agreed upon deposit to the supplier. Upon placing an order with the supplier, they will either move to production of the requested BCBF or, if stock is readily available, they will ship the requested amount to designated warehouse operate and owned by third party (herein referred as the “Warehouser”).
Shipment costs are borne solely by SCQC, while any remaining outstanding payable balance to supplier, if not covered by the deposit to the supplier, shall be settled upon arrival of products.
The Company believes, for future procurement with alternate supplier is highly likely to follow this pattern of procurement order.
Storage, Dispatch Order and Courier Outward
Upon the arrival of BCBF, Warehouser shall examine the condition and quantity of BCBF based upon instructions provided by SCQC. If the BCBF meets quality standards, they will unload the BCBF from the supplier’s logistic vehicle and will proceed to store the BCBF. Warehouser bears responsibility to ensure that the condition of the warehouse is optimal for storage.
Upon receiving dispatch orders from SCQC, the warehouse personnel shall be responsible to deliver BCBF to customers’ location, as designated by SCQC and to subsequently collect a receipt from SCQC customers.
Sales and Marketing
The Company, through SCQC, retails and wholesales BCBF, primarily to farmers. We rely upon sales and marketing personnel at present, and it is our intention to establish product branding and a positive reputation which will allow us to grow beyond internal sales and marketing. On top of existing sales personnel, the Company also intends to capitalize on customer connections through a referral program which rewards referring customers with discounts. All such plans pertaining to the referral program remain in development, and we cannot state with any level of specificity when they will move beyond the planning stages.
Generally, retail and wholesale customers are not entitled for a credit term, the only difference is that for retail customers all payments must be settled immediately upon placing the order, at which point SCQC will issue a dispatch order to the warehouse. Whereas for wholesale customers, a deposit can be made upon placing the order and the remaining balance is to be settled upon delivery of BCBF. However, in certain cases, or from time to time at the discretion of Management, SCQC may grant customers a certain credit term if they believe it to be beneficial to the performance and business sustainability of the Company in the long term.
Employees and Function
The Company has 9 employees. All of them work on a full-time basis, including our director, Ms. Wang Min. The Company provides benefits to each employee excluding sales, marketing and after sales service department employee, in the form of $40 travelling allowance per month and a $40 telecommunication allowance per month. Additionally, the Company maintains mandatory social security for pensions, medical, unemployment, work-related injury and maternity insurance. The Company segregates individual employees in accordance to function as displayed below:
| Functions | Number of Employees | |
| Management | 1 | |
| Sales, Marketing, and After Sales Service | 3 | |
| Accounting, Finance, and Internal Operation | 5 | |
| Total | 9 |
Competition
Overall, the competitive environment of China’s fertilizer industry is very tense despite its market size. The Company competes with other manufacturers, distributors, wholesalers such as China Green Agriculture, Inc. (NYSE: CGA), Sinofert Holdings Limited (HKG: 0297) and Xinyangfeng Agricultural Technology Co Ltd (SHE: 000902). These competitors possess significantly greater financial and non-financial resources, manufacturing capacity, well established business models and distribution channels and branding.
At present, the Company relies entirely on its existing relationship with customers in order to function within this competitive fertilizer industry. However, despite intensive competition our director is confident to develop and enlarge our market share in China.
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ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 1C. CYBERSECURITY
To optimize our information security management system, we undertake periodic updates as deemed appropriate. We incorporate relevant standards and frameworks to facilitate monitoring of compliance with regulatory, industry, and evolving data privacy requirements. Additionally, we engage in ongoing monitoring of our IT systems and processes to promptly identify and address actual and potential threats. Our approach includes regular adjustments to systems, procedures, and policies in response to identified threats and risks. This adaptive strategy ensures our resilience against emerging security challenges.
Our organizational prioritize on addressing cybersecurity risks, with management playing a central role in assessing and managing these risks. Our internal processes mandate the escalation of significant cybersecurity risks to executive leadership, as well as to management and committees responsible for preventing, detecting, mitigating, and remedying cybersecurity incidents. These processes ensure consistent and effective incident handling and response, establishing standards for internal notifications and escalations. Moreover, they outline considerations for external notifications, including disclosure or notification requirements to state and/or federal agencies or affected customers in the event of a cybersecurity incident. This structured approach reinforces our commitment to robust cybersecurity governance and risk management practices.
As of December 31, 2023, the Company has not identified any cybersecurity threats, including previous incidents, that have materially impacted our business strategy, results of operations, or financial condition. This assertion signifies our diligent efforts in managing and mitigating cybersecurity risks, contributing to the stability and continuity of our operations.
ITEM 2. PROPERTIES
Our principal executive office is located at No. 1104, Ren Min Nan Road No. 45, Wuhou District, Chengdu, Sichuan Province, China 610000.
SCQC entered into tenancy agreement with a third-party landlord to rent the aforementioned physical office space on December 01, 2022 with an effective period of two years commencing on December 01, 2022 and extending to November 30, 2024 at CNY 23,000 per month, payable on quarterly basis.
ITEM 3. LEGAL PROCEEDINGS
As of the date hereof, we know of no material pending legal proceedings against to which we or any of our subsidiaries is a party or of which any of our property is the subject. There are no proceedings in which any of our directors, executive officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest. From time to time, we may be subject to various claims, legal actions and regulatory proceedings arising in the ordinary course of business.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
The Company sole class of common equity is currently quoted under OTC Markets Pink Sheet under symbol YCQH since December 10, 2021. The Company believes that we do not have an established public trading market and we cannot assure you that there will be any liquidity for our common stock in the future and such quotation reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
| Fiscal Year 2023 | High Bid | Low Bid | ||||||
| First Quarter | $ | 1.25 | $ | 0.20 | ||||
| Second Quarter | $ | 0.20 | $ | 0.20 | ||||
| Third Quarter | $ | 0.20 | $ | 0.10 | ||||
| Fourth Quarter | $ | 0.15 | $ | 0.10 | ||||
| Fiscal Year 2022 | High Bid | Low Bid | ||||||
| First Quarter | $ | 0.09 | $ | 0.01 | ||||
| Second Quarter | $ | 0.15 | $ | 0.01 | ||||
| Third Quarter | $ | 0.20 | $ | 0.11 | ||||
| Fourth Quarter | $ | 0.20 | $ | 0.20 | ||||
Dividend
No cash dividends were paid on our shares of common stock during the fiscal year ended December 31, 2023 and 2022. We have not paid any cash dividends since our inception on October 15, 2019 and we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future.
Holders
The Company has issued and outstanding common shares of 101,400,000 common shares with 138 shareholders as of December 31, 2023. There are no outstanding options or warrants or securities that are convertible into shares of common stock.
Transfer Agent and Registrar
The transfer agent for our capital stock is Transfer Online, Inc., with an address at 512 SE Salmon St., Portland, OR 97214, United States and telephone number is +1 (503) 227-2950.
Penny Stock Regulations
The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).
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For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.
In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has 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. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.
Securities Authorized for Issuance under Equity Compensation Plans
We do not have in effect any compensation plans under which our equity securities are authorized for issuance.
Recent Sales of Unregistered Securities
On October 15, 2019, the Company issued 100,000 shares of restricted common stock, with a par value of $0.0001 per share, to Ms. Wang Min in consideration of $10. The $10 in proceeds went to the Company to be used as working capital.
On November 28, 2019, the Company issued 49,900,000 shares of restricted common stock, with a par value of $0.0001 per share, to Ms. Wang Min in consideration of $4,990. The $4,990 in proceeds went to the Company to be used as working capital.
On January 1, 2020 the Company issued 40,000,000 shares of restricted common stock to a total of ten foreign shareholders, with each having purchased 4,000,000 shares of common stock at a purchase price of $0.001 per share. The $40,000 in proceeds went to the Company to be used as working capital.
In regards to all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of the Securities Act of 1933, as amended (“Regulation S”) due to the fact that all sales of stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
Purchases of Equity Securities by the Registrant and Affiliated Purchasers
We have not repurchased any shares of our common stock during the fiscal year ended December 31, 2023.
Other Stockholder Matters
None.
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ITEM 6. RESERVED
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations for the fiscal year ended December 31, 2023 should be read in conjunction with our Financial Statements and corresponding notes to those financial statements that are included in this Annual Report on Form 10-K. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements in this report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “target”, “forecast” and similar expressions to identify forward-looking statements.
Company Overview
The Company has seen a business opportunity in wholesaling and retailing high quality, sustainable, environmentally friendly bio-carbon-based fertilizer (herein referred to as “BCBF”), which is capable of not only increasing the crop yield but also at the same time preserving the environment. The Company’s BCBF is sourced from, and produced by, a third party through heating straw in a closed container with little or no available air. This method is also known as thermal decomposition of organic material under limited supply of oxygen at relatively low temperature. In accordance with requirements imposed by the PRC Ministry of Agriculture, the Company’s Supplier of BCBF has registered with Sichuan Province Provincial Department of Agriculture and Rural Affairs, which has an effective period of 5 years, from December 2019 to December 2024. The Company does not maintain or operate any production and/or manufacturing of any BCBF facility, machine and/or equipment.
The Company is currently wholesaling and retailing BCBF through its wholly owned subsidiary SCQC. Management of the Company believes that the BCBF sold by the Company is capable of maintaining soil fertility, enhancing crop yield, improving soil structure, improving water and fertilizer retention capability and improving fertilizer utilization efficiency and effectiveness. This is achieved through balancing carbon and nitrogen content, neutralizing soil pH while at the same time creating soil particle structure that is conducive to plant growth.
The BCBF sold by the Company, produced through straw thermal decomposition, replaces the function of activated carbon. The combination of soil and BCBF is capable of absorbing and reducing pollution content such as heavy metals from agricultural residual wastes. Further, the combination of water and BCBF is capable of purifying water by producing carbohydrate and glucose, which could be absorbed by, and is conducive to the growth of, plants. Additionally, BCBF possesses outstanding water storage capacity, which can store up to 10 times the water content when compared to soil without BCBF, which in turn provides farmers greater flexibility during times of hardship such as a drought.
As such, the management of the Company believes that the Company’s BCBF is not only a superior option compared to conventional fertilizer in terms of environmentally sustainability, but also from an economic perspective due to the improvement in crop yield quality and quantity. The Company’s BCBF consists of roughly 45% organic matter, 20% bio-charcoal, 10% humic acid, 5% NPK and boats an effective microorganism count of 20,000,000 per gram.
On July 25, 2022, the Company ventures into online retailing business through e-commerce platform, retailing a series of daily use products covering from healthcare products, cosmetic products, fashion products, household products and so forth. Customer will place order through platform and make payment accordingly of which shall be collected by Company. Meanwhile Company shall place exact order towards supplier and supplier will deliver such ordered products directly to customer, settlement between Company and supplier will take place once a week. It is worth mentioning that the Company act as the intermediary role and do not keep any form of inventory throughout the transaction.
On April 19, 2023, the Company ventures into beauty products trading business which includes retail sale to customer mainly based in People Republic of China, sourcing directly from producers in China.
On September 25, 2023, the Company through subsidiary YCWB Agricultural Technology Co. Limited disposed XMYC Trading Co. Limited, with a consideration of CNY 0.1 (approximate $0.01). Even though XMYC has been disposed, the beauty products trading business will continue to be operated by the Company.
| 11 |
Results of operations
Year ended December 31, 2023
For the years ended December 31, 2023 and 2022, the Company has generated a revenue of $510,235 and $118,396, respectively. Breakdown of revenue as following:
| Years ended December 31 | ||||||||
| 2023 | 2022 | |||||||
| BCBF Business Sales Revenue | $ | 57,803 | $ | 33,972 | ||||
| Percentage towards Total Revenue | 11 | % | 29 | % | ||||
| Online Business Revenue without inventory risk | $ | 90,471 | $ | 84,424 | ||||
| Online Business Revenue with inventory risk | 293,763 | - | ||||||
| Total Online Business Revenue | 384,234 | 84,424 | ||||||
| Percentage towards Total Revenue | 75 | % | 71 | % | ||||
| Beauty Products Business Revenue | $ | 68,198 | $ | - | ||||
| Percentage towards Total Revenue | 14 | % | - | % | ||||
| Total Revenue | $ | 510,235 | $ | 118,396 | ||||
| BCBF Business Cost of Sales | (34,517 | ) | (19,475 | ) | ||||
| Online Business Cost of Sales – with inventory risk | (29,966 | ) | - | |||||
| Beauty Products Business Cost of Sales | (5,436 | ) | - | |||||
| Total Cost of Sales | $ | (69,919 | ) | $ | (19,475 | ) | ||
| BCBF Business Gross Profit | 23,286 | 14,497 | ||||||
| Online Business Gross Profit – without inventory risk | 90,471 | 84,424 | ||||||
| Online Business Gross Profit – with inventory risk | 263,797 | - | ||||||
| Beauty Products Business Gross Profit | 62,762 | - | ||||||
| Total Gross Profit | $ | 440,316 | $ | 98,921 | ||||
| Gross Profit Margin | 86 | % | 84 | % | ||||
| BCBF Business Gross Profit Margin | 40 | % | 43 | % | ||||
| Online Business Gross Profit Margin | 92 | % | 100 | % | ||||
| Beauty Products Business Gross Profit Margin | 92 | % | - | % | ||||
For the year ended December 31, 2023, the Company has experience significant improvement in total revenue due to the establishment of new business segments, which is the online retailing business through e-commerce platform and trading business of beauty products. For the year ended December 31, 2023, the revenue of BCBF trading business has been increased because the sales of BCBF have increased as a result of more customers buy our products. For the year ended December 31, 2023, the BCBF trading business segment, the online retailing business segment and the beauty products trading business segment contributed 11%, 75% and 14% of the total revenue respectively.
Years ended December 31, 2023 and 2022
The Company generated revenue in the amount of $510,235 for the year ended December 31, 2023 while the cost of revenue was $69,919, which resulted in gross profit of $440,316 and a gross margin of 86%. For the year ended December 31, 2023, the Company generated revenue from BCBF trading business in the amount of $57,803 while the cost of revenue for was $34,517, which resulted in gross profit of $23,286 and a gross margin of 40%. For the year ended December 31, 2023, the Company generated revenue from online business in the amount of $384,234 while the cost of revenue for was $29,966, which resulted in gross profit of $354,268 and a gross margin of 92%. For the year ended December 31, 2023, the Company generated revenue from beauty products trading business in the amount of $68,198 while the cost of revenue was $5,436, which resulted in gross profit of $62,762 and a gross margin of 92%.
The Company generated revenue in the amount of $118,396 for the year ended December 31, 2022 while the cost of revenue was $19,475, which resulted in gross profit of $98,921 and a gross margin of 84%. For the year ended December 31, 2022, the Company generated revenue from BCBF trading business in the amount of $33,972 while the cost of revenue for was $19,475, which resulted in gross profit of $14,497 and a gross margin of 43%. For the year ended December 31, 2022, the Company generated revenue from online business in the amount of $84,424 while the cost of revenue for was none, which resulted in gross profit of $84,424 and a gross margin of 100%.
The revenue of the Company has increased significantly from $118,396 for the year ended December 31, 2022 to $510,235 for the year ended December 31, 2023 mainly due to significant improvement from online business and beauty products business.
The general and administrative expenses for the year ended December 31, 2023 and 2022 were $348,051 and $173,471 respectively, primarily related to salary and social contribution, lease expenses, travelling expenses, advertising expenses, audit fees and consultancy fees. The general and administrative expenses have been increased because of the establishment of new business segments.
The selling and distribution expenses for the year ended December 31, 2023 and 2022 were $85,418 and $0 respectively, primarily related to delivery costs and advertising expenses.
As result, the Company incurred an operating income of $6,847 for the year ended December 31, 2023 and incurred an operating loss of $74,550 for the year ended December 31, 2022.
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Liquidity and Capital Resources
Years ended December 31, 2023 and 2022
Cash Used In Operating Activities
For the year ended December 31, 2023, the Company used $318,155 in operating activity, of which primarily consist of increase in inventories, increase in prepayment, deposits and other receivables, decrease in other payables and accrued liabilities, decrease in deferred revenue and reduction in lease liability contra by net income, depreciation and amortization, increase in account payables and increase in receipt advance.
For the year ended December 31, 2022, the Company realized cash provided by operating activity in the amount of $120,469, of which primarily consist of net loss, increase in prepayment, deposits and other receivables and reduction in lease liability offsetting by decrease in inventories, increase in other payables and accrued liabilities and increase in deferred revenue.
Cash Used In Investing Activities
For the year ended December 31, 2023, the Company does not have any investing activities affecting cash position.
For the year ended December 31, 2022, the Company does not have any investing activities affecting cash position.
Cash Provided by Financing Activities
For the year ended December 31, 2023, the Company realized cash provided by financing activity in the amount of $179,956, of which consist of advance from director.
For the year ended December 31, 2022, the Company realized cash provided by financing activity in the amount of $84,561, of which consist of advance from director.
Foreign Currency
Most of our revenues and operating expenses are denominated in Renminbi. The Renminbi is currently freely convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans. Under our current corporate structure, our company in the United States may rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have.
Under existing PRC foreign exchange regulations, payments of current account items, including payment of dividends, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. Our PRC subsidiaries may also retain foreign exchange in its current account, subject to a ceiling approved by SAFE, to satisfy foreign exchange liabilities or to pay dividends. However, we cannot assure you that the relevant PRC governmental authorities will not limit or eliminate our ability to purchase and retain foreign currencies in the future.
Since a significant amount of our future revenues will be denominated in Renminbi, the existing and any future restrictions on currency exchange may limit our ability to utilize revenues generated in Renminbi to fund our business activities outside China, if any, or expenditures denominated in foreign currencies.
Foreign exchange transactions under the capital account are subject to limitations and require registration with or approval by the relevant PRC governmental authorities. In particular, any transfer of funds from us to any of our PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, is subject to certain statutory limit requirements and registration or approval of the relevant PRC governmental authorities, including the relevant administration of foreign exchange and/or the relevant examining and approval authority. Our ability to use the U.S. dollar proceeds of the sale of our equity or debt to finance our business activities conducted through our PRC subsidiaries will depend on our ability to obtain these governmental registrations or approvals. In addition, because of the regulatory issues related to foreign currency loans to, and foreign investment in, domestic PRC enterprises, we may not be able to finance the operations of our PRC subsidiaries by loans or capital contributions. We cannot assure you that we can obtain these governmental registrations or approvals on a timely basis, if at all.
The amount of cash denominated in RMB is approximately CNY611,121 (Equivalent to USD86,109) as of December 31, 2023.
Off-balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of December 31, 2023.
| 13 |
Contractual Obligations
As a smaller reporting company, we are not required to provide the aforementioned information.
Critical Accounting Policies
Revenue Recognition
The Company generates two streams of revenue.
The first stream of revenue is generated through sale of goods, primarily Bio-Carbon-Based-Fertilizer (“BCBF”) and beauty products. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:
(i) identification of the promised goods and services in the contract;
(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;
(iii) measurement of the transaction price, including the constraint on variable consideration;
(iv) allocation of the transaction price to the performance obligations; and
(v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer.
While another revenue stream is our online retailing business. In online retailing business we have differentiate into two distinct revenue streams: sales revenue with inventory risk and sales revenue without inventory risk. Initially, the Company act as an agent in transactions, meaning we place orders with suppliers upon receiving orders from customers. The suppliers will then directly send the goods to the customer based on our order info. A reporting entity assumes the role of agent in a transaction and arranges for the other party to provide the specified goods or service. Consequently, product sales revenue is recorded net of cost of sales, as we act as an agent and do not bear inventory risk.
During the last quarter of 2023, we transitioned to purchasing stock from several suppliers and outsource the inventory warehouse to few suppliers and we are liable for the inventory risk hence we are principal in this extent. Similar to previous operations, contracts are formed when customers place orders in the app, and the performance obligation remains unchanged. Revenue recognition continues to be based on the point in time when customers assume control and legal ownership of the purchased products, without deducting any associated costs, as this reflects the normal transactional relationship between seller and buyer. We recognize revenue when customers take control and legal ownership of the purchased products.
From the quarter four of 2023 onwards, the company will continue operate as sales income from BCBF and online retailing business with and without inventory risk. to fulfill such purposes. As such, revenue is being recognized on net basis, i.e. gross revenue received from customer deduct the cost of purchase to supplier.
Besides, adopting ASC 606-10-55-42, we give an option to customers, which they will be received of cash back of 44% from their purchased amount in the Yao Cheng Duo. Hence, 44% of cash back is a material right, so we will net off the cash back portion with the revenue instead off recognize the whole purchased amount as revenue. Below attached the breakdown listing of customers who received the cash back.
Going Concern Uncertainties
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated a gain of $9,989 for the year ended December 31, 2023 resulting in accumulated deficit of $379,998 and a working capital deficit of $254,092.
The Company’s cash position may not be significant enough to support the Company’s daily operations. While the Company believes in the viability of its strategy and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and the ability to acquire funding through public offering. If funding from public offering is insufficient, then the Company shall rely on the financial support from its controlling shareholder.
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that financial statements are issued. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.
Recent accounting pronouncements
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted.
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to smaller reporting companies.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
TABLE OF CONTENTS
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of YCQH Agricultural Technology Co. Ltd:
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of YCQH Agricultural Technology Co. Ltd together with its subsidiaries (“the Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income/(loss), stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2023, 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 December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States.
Going concern uncertainty
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company incurred accumulated deficit, working capital deficit and net cash used in operating activities during the year ended December 31, 2023 that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 4. 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 audit 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.
Emphasis of Matter
The Company has significant transactions with a director, which are described in Note 8 to the financial statements. Transactions involving related party cannot be presumed to be carried out on an arm’s length basis, as the requisite conditions of competitive, free market dealings may not exist.
/s/
We have served as the Company’s auditor since 2021.
April 16, 2024
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YCQH AGRICULTURAL TECHNOLOGY CO. LTD
AUDITED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| As of December 31, 2023 | As of December 31, 2022 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Inventories | ||||||||
| Prepayment, deposits and other receivables | ||||||||
| Total current assets | ||||||||
| Non-current Assets | ||||||||
| Right-of-use assets, net | $ | $ | ||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Trade payables | $ | $ | ||||||
| Other payables and accrued liabilities | ||||||||
| Deferred revenue | ||||||||
| Amount due to a director | ||||||||
| Lease liability – current portion | ||||||||
| Total current liabilities | $ | $ | ||||||
| Non-current liabilities | ||||||||
| Lease liability – non-current portion | $ | $ | ||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $ par value; shares authorized; issued and outstanding | ||||||||
| Common stock, $ par value; shares authorized; shares and shares of common stock issued and outstanding as of December 31, 2023 and 2022, respectively | $ | $ | ||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | $ | ( | ) | $ | ( | ) | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| 17 |
YCQH AGRICULTURAL TECHNOLOGY CO. LTD
AUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)
FOR YEARS ENDED DECEMBER 31, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
Year ended December 31, 2023 | Year ended December 31, 2022 | |||||||
| REVENUE | $ | |||||||
| COST OF REVENUE | ( | ) | ( | ) | ||||
| GROSS PROFIT | $ | |||||||
| OPERATING EXPENSES | ||||||||
| Selling and distribution | ( | ) | ||||||
| General and administrative | ( | ) | ( | ) | ||||
| INCOME/(LOSS) FROM OPERATION BEFORE INCOME TAX | ( | ) | ||||||
| OTHER INCOME/(EXPENSE) | ||||||||
| Gain on disposal of subsidiary | ||||||||
| Interest income | ||||||||
| INCOME/(LOSS) BEFORE INCOME TAX | ( | ) | ||||||
| INCOME TAX EXPENSES | ( | ) | ||||||
| NET INCOME/(LOSS) | ( | ) | ||||||
| Other comprehensive loss: | ||||||||
| - Foreign currency translation loss | ( | ) | ( | ) | ||||
| TOTAL COMPREHENSIVE INCOME/(LOSS) | ( | ) | ||||||
| NET LOSS PER SHARE, BASIC AND DILUTED | ) | |||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | ||||||||
See accompanying notes to consolidated financial statements.
| 18 |
YCQH AGRICULTURAL TECHNOLOGY CO. LTD
AUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT
FOR YEARS ENDED DECEMBER 31, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
NUMBER OF SHARES | AMOUNT | PAID-IN CAPITAL | ACCUMULATED DEFICIT | COMPREHENSIVE INCOME | EQUITY/ (DEFICIT) | |||||||||||||||||||
| COMMON STOCK | ADDITIONAL | ACCUMULATED | TOTAL STOCKHOLDERS’ | |||||||||||||||||||||
NUMBER OF SHARES | AMOUNT | PAID-IN CAPITAL | ACCUMULATED DEFICIT | COMPREHENSIVE INCOME | EQUITY/ (DEFICIT) | |||||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Net loss for the year | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation | - | ( | ) | |||||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Net income for the year | - | |||||||||||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
See accompanying notes to consolidated financial statements
| 19 |
YCQH AGRICULTURAL TECHNOLOGY CO. LTD
AUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR YEARS ENDED DECEMBER 31, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
Year Ended December 31, 2023 | Year Ended December 31, 2022 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income/(loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net profit to net cash used in operating activities: | ||||||||
| Amortization | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventories | ( | ) | ||||||
| Prepayment, deposits and other receivables | ( | ) | ( | ) | ||||
| Other payables and accrued liabilities | ( | ) | ||||||
| Deferred revenue | ( | ) | ||||||
| Change in lease liability | ( | ) | ( | ) | ||||
| Account payables | ||||||||
| Receipt in advance | ||||||||
| Net cash (used in)/provided by operating activities | $ | ( | ) | $ | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Amount due to director | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Effect of exchange rate changes on cash and cash equivalents | $ | $ | ( | ) | ||||
| Net (decrease)/increase in cash and cash equivalents | $ | ( | ) | $ | ||||
| Cash and cash equivalents, beginning of year | ||||||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest paid | $ | $ | ||||||
See accompanying notes to consolidated financial statements.
| 20 |
YCQH AGRICULTURAL TECHNOLOGY CO. LTD
NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR YEARS ENDED DECEMBER 31, 2023 AND 2022
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
1. ORGANIZATION AND BUSINESS BACKGROUND
YCQH Agricultural Technology Co. Ltd., was incorporated on October 15, 2019 under the laws of the State of Nevada of which Ms. Wang Min was appointed the President, Secretary, Treasurer and sole director of our board.
The Company primarily operates in bio-carbon-based fertilizer (“BCBF”) trading business, including wholesaling and retailing to customer mainly based in People Republic of China, sourcing directly from producers in China. The Company does not maintain and operate any production and manufacturing of BCBF facility or machine and equipment. The Company ventures into online retailing business through e-commerce platform, retailing a series of daily use products covering from healthcare products, cosmetic products, fashion products, household products and so forth. The Company acts as the intermediary role and do not keep any form of inventory throughout the transaction.
| Company name | Place/date of incorporation | Principal activities | ||
| YCQH
Holding Limited (“YCQH Seychelles”) |
Seychelles / October 11, 2019 | Investment holding | ||
| YCQH
Agricultural Technology Co. Limited (“YCQH HK”) |
Hong Kong / October 10, 2019 | Investment holding | ||
| YCWB Agricultural Technology Co. Limited (“YCWB”) | SiChuan Province, China /December 10, 2019 | Operates in bio-carbon-based fertilizer trading business | ||
| SCQC
Agriculture Co. Limited (“SCQC”) |
SiChuan Province, China /November 1, 2019(acquired on June 15, 2020) | Operates in bio-carbon-based fertilizer trading business and daily use products online retailing business |
On December 16, 2019, the Company acquire YCQH Holding Limited, a company incorporated in Republic of Seychelles. In the same day YCQH Seychelles acquire YCQH Agricultural Technology Co. Limited, a company incorporated in Hong Kong.
On December 10, 2019, the YCQH HK incorporate YCWB Agricultural Technology Co. Limited, a wholly foreign owned enterprise, in SiChuan Province, China, with Ms. Wang Min as the legal representative.
On
June 15, 2020, the Company through subsidiary YCWB Agricultural Technology Co. Limited acquired SCQC Agriculture Co. Limited, a company
incorporated in SiChuan Province, China for a consideration of CNY
On
April 19, 2023, the Company through subsidiary YCWB Agricultural Technology Co. Limited incorporated XMYC Trading Co. Limited, a company
incorporated in XiaMen City, China with an investment capital of CNY
On September 25, 2023, the Company through subsidiary YCWB Agricultural Technology Co. Limited disposed XMYC Trading Co. Limited, with a consideration of CNY (approximate $). After the disposal of XMYC, the Company will continue to operate the beauty products trading business.
The Company’s executive office is located at No. 1104, Ren Min Nan Road No. 45, Wuhou District, Chengdu, Sichuan Province, China 610000.
| 21 |
2. BASIS OF PRESENTATION
The accompanying consolidated financial statements of the Company are prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). All material inter-company accounts and transactions have been eliminated in consolidation. The Company has adopted December 31 as its fiscal year end.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Chinese Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business.
Prepayment, Deposits and Other Receivables
Prepayments
and deposits are mainly cash deposited or advance payments made to third parties for future purchases or future services such as rent
or other general expenses. This amount is refundable and bears no interest. The Company will recognize an allowance account for doubtful
accounts to the extent it is probable that a portion or all of a particular account will not be collected. Management reviews its prepayments
and deposits on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. The Company’s
management continues to evaluate the reasonableness of the allowance policy and update it if necessary.
Lease
The Company adopted the ASU No. 2016-02, on October 15, 2019 (date of inception). The Company leases office space for fixed periods pre-emptive extension options. The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term.
As
of December 31, 2023, the Company have
In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company adopted 4.75% as its incremental borrowing rate which is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.
| 22 |
Revenue Recognition
The Company generates two streams of revenue.
The first stream of revenue is generated through sale of goods, primarily Bio-Carbon-Based-Fertilizer (“BCBF”) and beauty products. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:
(i) identification of the promised goods and services in the contract;
(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;
(iii) measurement of the transaction price, including the constraint on variable consideration;
(iv) allocation of the transaction price to the performance obligations; and
(v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer.
While another revenue stream is our online retailing business. In online retailing business we have differentiate into two distinct revenue streams: sales revenue with inventory risk and sales revenue without inventory risk. Initially, the Company act as an agent in transactions, meaning we place orders with suppliers upon receiving orders from customers. The suppliers will then directly send the goods to the customer based on our order info. A reporting entity assumes the role of agent in a transaction and arranges for the other party to provide the specified goods or service. Consequently, product sales revenue is recorded net of cost of sales, as we act as an agent and do not bear inventory risk.
During the last quarter of 2023, we transitioned to purchasing stock from several suppliers and outsource the inventory warehouse to few suppliers and we are liable for the inventory risk hence we are principal in this extent. Similar to previous operations, contracts are formed when customers place orders in the app, and the performance obligation remains unchanged. Revenue recognition continues to be based on the point in time when customers assume control and legal ownership of the purchased products, without deducting any associated costs, as this reflects the normal transactional relationship between seller and buyer. We recognize revenue when customers take control and legal ownership of the purchased products.
From the quarter four of 2023 onwards, the company will continue operate as sales income from BCBF and online retailing business with and without inventory risk. Revenue of online retailing business without inventory risk is being recognized on net basis, i.e. gross revenue received from customer deduct the cost of purchase to supplier.
In compliance with ASC 606-10-55-42, the company offers customers a cash back incentive of 44% on their purchases from Yao Cheng Duo. This significant cash back is considered a material right for customers. Accordingly, the revenue from these transactions is reported net of the cash back amount, rather than recognizing the full purchase amount as revenue.
Deferred revenue
The Company's accounting policy related to deferred
revenue is to recognize revenue for performance obligations that have not yet been fulfilled. As of December 31, 2023 and 2022, the Company
recognized amounts of $
Shipping, Storage and Handling costs
Costs for shipping, storage and handling activities, including those activities that occur subsequent to transfer of control to the customer, are recorded as selling and distribution expense and are expensed as incurred. The Company accrues costs for shipping, storage and handling activities that occur after control of the promised good has transferred to the customer.
Advertising costs
The
Company’s accounting policy related to advertising costs for annual reporting purposes is to expense costs incurred in
marketing events for example event venue fees, emcee fees and others, as of the first date the advertisements take place. All
marketing expenditures are expensed in the annual period in which the expenditure is incurred. For the year ended December 31, 2023 and 2022, the Company incurred
expenses in the amount of $
The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.
The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.
Inventories
Inventories consist of finished goods and are stated at the lower of cost or net realizable value using the first-in first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary.
During the last quarter of 2023, we transitioned to purchasing stock from several suppliers and outsource the inventory warehouse to few suppliers and we are liable for the inventory risk hence we are principal in this extent. Our inventory is stored and managed at the facilities of third-party logistics providers. These arrangements involve contractual agreements outlining the terms of storage, handling, and distribution of our inventory. Besides, the third-party logistics providers are responsible for maintaining the quality and condition of the inventory in accordance with our specifications.
Each third-party logistics provider uses its own inventory management system to track the movement and availability of our products. They will send us a copy of the movement and balance of inventory at the end of the month, which we then compare with the inventory movement worksheet maintained by our company. This allows us to identify any inventory discrepancies promptly. The third-party logistics providers facilitate the distribution of our inventory to our customers and fulfillment centers as per our instructions. Additionally, the logistics providers are responsible for our inventory in any aspect of damaged goods due to their responsibility, for example, stolen inventory, damaged goods due to warehouse conditions, and other factors.
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Related parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Income Taxes
The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
Foreign Currency Translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.
The reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Seychelles, Hong Kong and PRC which functional currencies are United States Dollars (“US$”), Hong Kong Dollars (“HK$”) and Chinese Renminbi (“CNY¥”) respectively.
In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.
Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:
SCHEDULE OF FOREIGN CURRENCIES TRANSLATION
For the year ended December 31, 2023 | For the year ended December 31, 2022 | |||||||
| Period-end HK$ : US$1 exchange rate | ||||||||
| Period-end CNY¥ : US$1 exchange rate | ||||||||
| Period-average HK$ : US$1 exchange rate | ||||||||
| Period-average CNY¥ : US$1 exchange rate | ||||||||
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Fair Value Measurement
Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.
This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
Recently issued accounting pronouncements
In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning January 1, 2023, and early adoption is permitted.
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements.
Economic and political risks
Substantially all the Company’s services are conducted in the People’s Republic of China (“PRC”), of which operations in the PRC are subject to special considerations and significant risks not typically associated with companies in rest of the world. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.
4. GOING CONCERN UNCERTAINTIES
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company
currently in a net liability position and incurred a net cash used in operating activities of $
The Company’s cash position may not be significant enough to support the Company’s daily operations. While the Company believes in the viability of its strategy and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability. If the Company unable to improve profitability, then the Company shall rely on the financial support from its controlling shareholder.
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that financial statements are issued. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.
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5. INVENTORIES
As of December 31, 2023 and 2022, the Company’s inventories consist of following:
SCHEDULE OF INVENTORIES
As
of | As of December 31, 2022 | |||||||
| Finished goods | $ | $ | ||||||
| Total inventories | $ | $ | ||||||
6. PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES
As of December 31, 2023 and 2022, the Company’s prepayment, deposits and other receivables consist of following:
SCHEDULE OF PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES
As of December 31, 2023 | As of December 31, 2022 | |||||||
| Deposits for Hong Kong Company Secretary | $ | $ | ||||||
| Staff Advancement & Prepaid Staff Cost | ||||||||
| Rental Deposit & Prepayment | ||||||||
| Supplier Deposit & Prepayment | ||||||||
| Prepaid transfer agent fee and OTCIQ renewal | ||||||||
| Total prepayment, deposits and other receivables | $ | $ | ||||||
7. OTHER PAYABLES AND ACCRUED LIABILITIES
As of December 31, 2023 and 2022, the Company’s other payables and accrued liabilities consist of following:
SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES
As of December 31, 2023 | As of December 31, 2022 | |||||||
| Other payables | $ | $ | ||||||
| Accrued audit fee | ||||||||
| Accrued professional fee | ||||||||
| Total other payables and accrued liabilities | $ | $ | ||||||
As
of December 31, 2023 and 2022, the Company has other payables of $
8. AMOUNT DUE TO A DIRECTOR
SCHEDULE OF RELATED PARTY TRANSACTION
As of December 31, 2023 | As of December 31, 2022 | |||||||
| Amount due to a director | $ | $ | ||||||
As
of December 31, 2023, the Company has an outstanding payable of $
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9. SHAREHOLDERS’ EQUITY
As of December 31, 2023 and 2022, the Company has shares and shares of common stock issued and outstanding, respectively.
During the years ended December 31, 2023 and 2022, the Company has not issued any shares.
The Company has shares of common stock and shares of preference stock authorized, share of preference stock issued and outstanding.
10. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES
On
December 01, 2022, the management of the Company through indirect wholly owned subsidiary SCQC Agriculture Co. Limited enter into a tenancy
agreement to rent an office with an area of approximate
The initial recognition of operating lease right and lease liability as follows:
SCHEDULE OF OPERATING LEASE RIGHT AND LEASE LIABILITY
| Right-of-use assets, net as of December 31, 2021 | $ | |||
| New lease recognized for the year ended December 31, 2022 | ||||
| Less: amortization | ( | ) | ||
| Foreign exchange translation | ( | ) | ||
| Right-of-use assets, net as of December 31, 2022 | ||||
| Lease liability as of December 31, 2021 | $ | |||
| New lease recognized for the year ended December 31, 2022 | ||||
| Add: imputed interest | ||||
| Less: principal repayment | ( | ) | ||
| Foreign exchange translation | ( | ) | ||
| Lease liability as of December 31, 2022 | $ |
As of December 31, 2023, operating lease right-of-use assets as follows:
| Right-of-use assets, net as of December 31, 2022 | $ | |||
| Amortization for the period ended November 30, 2023 | ( | ) | ||
| Right-of-use assets as of Nov 30, 2023 | ||||
| Reassessment of lease | ( | ) | ||
| Amortization of December 31, 2023 | ( | ) | ||
| Foreign exchange translation | ( | ) | ||
| Right-of-use assets, net as of December 31, 2023 | $ |
As of December 31, 2023, operating lease liability as follows:
| Lease liability as of December 31, 2022 | $ | |||
| Add: imputed interest for the period ended November 30, 2023 | ||||
| Less: gross repayment for the period ended November 30, 2023 | ( | ) | ||
| Operating lease liability as of Nov 30, 2023 | ||||
| Reassessment of lease | ( | ) | ||
| Add: imputed interest of December 31, 2023 | ||||
| Less: gross repayment of December 31, 2023 | ( | ) | ||
| Foreign exchange translation | ( | ) | ||
| Lease liability as of December 31, 2023 | $ | |||
| Lease liability current portion | $ | |||
| Lease liability non-current portion | $ | |||
| Maturities of the loan for each of the five years and thereafter are as follows: | ||||
| 2023 | $ | |||
| 2024 |
Other information:
SCHEDULE OF COMPONENTS OF LEASE EXPENSE
Year ended December 31, 2023 | ||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||
| Operating cash flow to operating lease | $ | |||
| Remaining lease term for operating lease (years) | ||||
| Weighted average discount rate for operating lease | % | |||
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11. CONCENTRATION OF RISK
Customer Concentration
For
the year ended December 31, 2023, the Company generated total revenue of $
For
the year ended December 31, 2022, the Company generated total revenue of $
SCHEDULE OF CUSTOMER CONCENTRATION RISK
| For years December 31 | ||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Revenues | Percentage of revenues | Accounts receivable, trade | ||||||||||||||||||||||
| Customer A | $ | $ | % | % | $ | $ | ||||||||||||||||||
| Others | ||||||||||||||||||||||||
| Total | $ | $ | % | % | $ | $ | ||||||||||||||||||
Vendor Concentration
For
the year ended December 31, 2023, the Company incurred cost of revenue of $
For
the year ended December 31, 2022, the Company incurred cost of revenue of $
SCHEDULE OF VENDOR CONCENTRATION RISK
| For year ended December 31 | ||||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||
| Cost of revenue | Percentage of Cost of revenue | Accounts payable, trade | ||||||||||||||||||||||
| Vendor A | $ | $ | % | % | $ | $ | ||||||||||||||||||
| Vendor B | ||||||||||||||||||||||||
| Others | ||||||||||||||||||||||||
| Total | $ | $ | % | % | $ | $ | ||||||||||||||||||
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12. INCOME TAXES
The
Company being a United States entity is subjected to the United States federal income tax at
YCQH Holding Limited was incorporated in the Republic of Seychelles and, under the laws of Seychelles, is not subject to income taxes.
YCQH
Agricultural Technology Co. Limited was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of
YCWB
Agricultural Technology Co. Limited and SCQC Agriculture Co. Limited were incorporated in the PRC and subject to the company income tax
rate of
Effective and Statutory Rate Reconciliation
The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates.
The following table summarizes a reconciliation of the Company’s income taxes expenses:
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION
| 2023 | 2022 | |||||||
| For years ended December 31 | ||||||||
| 2023 | 2022 | |||||||
| Computed expected expenses | ( | )% | ( | )% | ||||
| Effect of foreign tax rate difference | % | % | ||||||
| Deferred tax assets not recognized | % | % | ||||||
| Temporary difference not recognized | ( | )% | ( | )% | ||||
| Effective income tax rate | % | % | ||||||
| 2023 | 2022 | |||||||
| For years ended December 31 | ||||||||
| 2023 | 2022 | |||||||
| PRC statutory tax rate | % | % | ||||||
| Computed expected expenses | ( | ) | ||||||
| Effect of foreign tax rate difference | ||||||||
| Deferred tax assets not recognized | ||||||||
| Temporary difference not recognized | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of December 31, 2023 and 2022:
SCHEDULE OF DEFERRED TAX ASSETS
As of December 31, 2023 | As of December 31, 2022 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry forwards | ||||||||
| - United States of America | $ | $ | ||||||
| - Hong Kong | ||||||||
| - People Republic China | ||||||||
| Deferred tax assets, net operating loss carryforwards | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets | $ | $ | ||||||
Management
believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Despite the Company starting to turn a net profit for the year according to reporting figures, economic uncertainties
dictate that the Company will only adjust its valuation allowance policy if it can sustain net profits over consecutive reporting periods.
Therefore, the Company has
provided for a full valuation allowance against its deferred tax assets of $
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13. SEGMENT REPORTING
ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has three reportable segments based on business unit, bio-carbon-based fertilizer (“BCBF”) trading business, online retailing business and beauty products trading business and two reportable segments based on country, United States and China.
In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.
SCHEDULE OF SEGMENT REPORTING
For the Year Ended and As of December 31, 2023 | ||||||||||||||||
| By Business Unit | BCBF Trading Business | Online Retailing Business | Beauty Products Trading Business | Total | ||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Selling and distribution expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income/(Loss) from operations | ( | ) | ( | ) | ||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| Capital expenditure | $ | $ | $ | $ | ||||||||||||
| For the Year Ended and As of December 31, 2022 | ||||||||||||
| By Business Unit | BCBF
Trading Business |
Online
Retailing Business |
Total | |||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ( |
) | ( |
) | ||||||||
| General and administrative expenses | ( |
) | ( |
) | ( |
) | ||||||
| Loss from operations | ( |
) | ( |
) | ||||||||
| Total assets | $ | $ | $ | |||||||||
| Capital expenditure | $ | $ | $ | |||||||||
| 30 |
For the Year Ended and As of December 31, 2023 | ||||||||||||
| By Country | United States | China | Total | |||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ( | ) | ( | ) | ||||||||
| Selling and distribution expenses | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Income/(Loss) from operations | ( | ) | ||||||||||
| Total assets | $ | $ | $ | |||||||||
| Capital expenditure | $ | $ | $ | |||||||||
| For the Year Ended and As of December 31, 2022 | ||||||||
| By Country | China | Total | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Total assets | $ | $ | ||||||
| Capital expenditure | $ | $ | ||||||
14. Disposal of subsidiary
On September 22, 2023, YCWB Agricultural Technology Co. Limited (the “Company”) entered into a disposition agreement (the “Agreement”) with Cao Li Li (the “Buyer”).
Pursuant
to the Agreement, the Company have agreed to sell to the Buyer an
As confirmed, the business line of XMYC, which operates in the beauty products trading industry, will continue to be operated by the company. Therefore, the disposal of XMYC will not result in any strategic shift, as the major line of business will still be retained and operated within the company. Conclusion, this disposal is not fall under discontinued operations.
On
September 22, 2023, XMYC book consist of following assets and liabilities, and as a result of disposition the Company recognize a gain
on disposition amounted $
SCHEDULE OF GAIN ON DISPOSITION
| Cash and cash equivalents | $ | |||
| Deposits paid, prepayments and other receivables | ||||
| Property, plant and equipment, net | ||||
| Intangible asset | ||||
| Receipt in advance | ( | ) | ||
| Accrued liabilities, other payables and deposits received | ( | ) | ||
| Foreign currency translation loss | ( | ) | ||
| Shareholders’ Deficit of XMYC | $ | ( | ) | |
| Fair value of consideration | ( | ) | ||
| Gain on disposition | $ | ( | ) |
15. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2023 up through the date the Company issued the financial statements. No subsequent events have occurred that would require recognition or disclosure in the financial statements.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are 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 Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of December 31, 2023. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties and effective risk assessment; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and (4) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of December 31, 2023.
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. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:
| 1. | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; | |
| 2. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and | |
| 3. | 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 the policies or procedures may deteriorate.
| 32 |
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.
As of December 31, 2023, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.
Management’s Remediation Initiatives
Since 2021, we engaged Dude Business Consultants Limited as an external consultant to assist with the identification and address of complex and proper accounting issues.
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we also plan to initiate the following series of measures to further strengthen the Company’s internal controls going forward:
| 1. | hire a reporting manager (“Internal Finance Manager”) who has the requisite relevant U.S. GAAP and SEC reporting experience and qualifications; |
| 2. | make an overall assessment on the current finance and accounting resources and hire additional accounting members with appropriate levels of accounting knowledge and experience; |
| 3. | streamline our accounting department structure and enhance our staff’s U.S. GAAP and SEC reporting requirements on a continuous basis through internal training provided by the Internal Finance manager; |
| 4. | participate in trainings and seminars provided by professional services firms on a regular basis to gain knowledge on regular U.S. GAAP / SEC reporting requirements updates; and |
| 5. | engage an external “Sarbanes-Oxley 404” consulting firm to help us implement Sarbanes-Oxley 404 internal controls compliance together with the establishment of our internal audit function. |
We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2023.
Changes in Internal Controls over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the year ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 9B. OTHER INFORMATION.
Insider Trading Arrangements
During
the year ended December 31, 2023, none of our directors or officers
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers
The name, address, age and titles of our executive officers and directors are as follows:
| NAME | AGE | POSITION | ||
| Wang Min | 40 | Chief Executive Officer, President, Secretary, Treasurer, Director |
Wang Min – Chief Executive Officer, President, Secretary, Treasurer, Director
Ms. Wang Min received a degree in music from SiChuan Conservatory of Music, China in June 2007.
Ms. Wang is our founder and serves as our Chief Executive Officer, President, Secretary, Treasurer and Director since October 2019. Ms. Wang is primarily responsible for directing the growth, business expansion, financial, and operation affairs of the Company. Ms. Wang has more than 10 years of experience in the senior management roles in various relevant industries.
From October 2007 to September 2013, Ms. Wang worked for China Mobile Limited (HKG: 0941), a Chinese state-owned company that provides mobile voice and multimedia services through its nationwide mobile telecommunications network across mainland China and Hong Kong, as a Sales and Marketing Manager specializing in distribution channel management. From June 2014 to April 2017, Ms. Wang worked for Xinmandi Real Estate Co., Ltd, a property development and management company, as the assistant to Chairman. From November 2017 to December 2018, Ms. Wang worked for Chengdu Yichuang Xinrong Enterprise Management Co., Ltd, a corporate management advisory company, as the Deputy General Manager.
In January 2019, Ms. Wang founded, and to this date remains as a Chairperson with, Sichuan Yaocheng Qinghui Agrotech Co., Ltd, an agriculture technology company.
In October 2019, Ms. Wang founded YCQH Agricultural Technology Co. Ltd, and serves as our Chief Executive Officer, President, Secretary, Treasurer and Director.
Family Relationships
There are no family relationships between any director or executive officer of the Company.
Involvement in Certain Legal Proceedings
Our Director and our Executive Officer have not been involved in any of the following events during the past ten years:
| 1. | bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or |
| 4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| 5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
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Independence of Directors
We are not required to have independent members on our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.
Code of Ethics
We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.
Corporate Governance
The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.
In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company’s internal accounting controls, practices and policies.
Committees of the Board
Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Director(s) believe that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.
Audit Committee Financial Expert
Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.
We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.
Shareholder Proposals
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.
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ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer for the fiscal years ended December 31, 2023 and 2022:
Summary Compensation Table
Name (a) |
Year ended December 31, (b) | Salary ($) (c) | Bonus ($) (d) | Stock Compensation ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compensation ($) (g) | Nonqualified Deferred Compensation Earnings ($) (h) | All Other Compensation ($) (i) | Total ($) (j) | |||||||||||||||||||||||||
| Wang Min Title: Chief Executive Officer, | 2023 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||
| President, Secretary, Treasurer, Director | 2022 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||
Stock Option Grants
We have not granted any stock options to our executive officer since our incorporation.
Employment Agreements
We do not have an employment or consulting agreement with our Officer or Director.
Executive Compensation Philosophy
Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executives or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
Long-term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELAED STOCKHOLDER MATTERS.
As of December 31, 2023 the Company has 101,400,000 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.
Percentage values below are rounded to the nearest hundredths place.
| Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Common Stock Voting Percentage Beneficially Owned | Voting Shares of Preferred Stock | Preferred Stock Voting Percentage Beneficially Owned | Total Voting Percentage Beneficially Owned | |||||||||||||||
| Executive Officers and Directors | ||||||||||||||||||||
| Wang Min Title: President, Secretary, Treasurer, Chief Executive Officer, and Director Address: No. 1104, Ren Min Nan Road No. 45, Wuhou District, Chengdu, Sichuan Province, China 610000 | 50,000,000 | 49.31 | % | - | - | 49.31 | % | |||||||||||||
| 5% or Greater Shareholders | ||||||||||||||||||||
| None | - | - | - | - | - | |||||||||||||||
Beneficial ownership in the table above has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
For the year ended December 31, 2021, our director, Ms. Wang Min, has further advanced expenses on behalf of the Company for a total of $26,964 while receiving a repayment by SCQC on behalf of the Company amounted CNY200,000 (approximate $31,472).
As of December 31, 2021, the Company has an outstanding payable to director of $235,517, which is unsecured and non-interest bearing with no fixed terms of repayment.
For the year ended December 31, 2022, our director, Ms. Wang Min, has further advanced expenses on behalf of the Company for a total of $89,227 while receiving a repayment by SCQC on behalf of the Company amounted CNY20,000 (approximate $2,811).
As of December 31, 2022, the Company has an outstanding payable to director of $321,933, which is unsecured and non-interest bearing with no fixed terms of repayment.
For the year ended December 31, 2023, our director, Ms. Wang Min, has further advanced expenses on behalf of the Company for a total of $201,092.
As of December 31, 2023, the Company has an outstanding payable to director of $501,890, which is unsecured and non-interest bearing with no fixed terms of repayment.
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer, Director and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Director(s) will continue to approve any related party transaction.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.
Onestop Assurance PAC
| For years ended December 31 | ||||||||
| 2023 | 2022 | |||||||
| Audit fees | 20,000 | $ | 16,000 | |||||
| Audit related fees | - | - | ||||||
| Tax fees | - | - | ||||||
| All other fees | - | - | ||||||
| Total | 20,000 | $ | 16,000 | |||||
All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.
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PART IV
ITEM 15. EXHIBITS
The following exhibits are included as part of this report by reference:
| 31.1 | Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a). | |
| 32.1 | Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
ITEM 16. FORM 10-K SUMMARY.
As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 16, 2024
| YCQH Agricultural Technology Co. Ltd | ||
| By: | /s/ Wang Min | |
| Name: | Wang Min | |
| Title: | Chief Executive Officer, President, Secretary, Treasurer, and Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) | |
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Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Wang Min, certify that:
| 1. | I have reviewed this annual report on Form 10-K of YCQH Agricultural Technology Co. Ltd (the “Company”) for the year ended December 31, 2023; |
| 2. | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15© and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: April 16, 2024
| YCQH Agricultural Technology Co. Ltd | ||
| By: | /s/ Wang Min | |
| Name: | Wang Min | |
| Title: | Chief Executive Officer, President, Secretary, Treasurer, and Director | |
| (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) | ||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of YCQH AGRICULTURAL TECHNILOGY CO. LTD (the “Company”) on Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:
| (1) | the annual report on Form 10-K of YCQH Agricultural Technology Co. Ltd for the year ended December 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of YCQH Agricultural Technology Co. Ltd. |
Dated: April 16, 2024
| By: | /s/ Wang Min | |
| Name: | Wang Min | |
| Title: | Chief Executive Officer, President, Secretary, Treasurer, and Director | |
| (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) |
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to YCQH Agricultural Technology Co. Ltd and will be retained by YCQH Agricultural Technology Co. Ltd and furnished to the Securities and Exchange Commission or its staff upon request.