ZHJD 10-K
Intelligent Hotel Group Ltd. (ZHJD)
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)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
No. 188 and No. 5, East Beizhan Road
Shapingba District, Chongqing, China 404100
(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.
Yes
☐
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
The aggregate market value of the registrant’s common stock, par value $0.0001 per share, held by non-affiliates of the registrant,
as computed by reference to the price at which the common equity was last sold as of June 28, 2024, was approximately $
The number of the registrant’s shares of common stock, $ par value per share, outstanding on July 17, 2025 was .
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 Intelligent Hotel Group Ltd, formally known as YCQH Agricultural Technology Co. Ltd, a Nevada corporation. | |
| ● | “Common Stock” refers to the common stock, par value $0.0001, of the Company; | |
| ● | “U.S. dollar,” “$” 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
Overview
Intelligent Hotel Group Ltd, formerly known as YCQH Agricultural Technology Co., Ltd, was incorporated under the laws of the State of Nevada on October 15, 2019. On May 6, 2025, the Company filed a Certificate of Amendment with the Nevada Secretary of State to change its name to Intelligent Hotel Group Ltd (the “Name Change”), which was previously approved by the Board of Directors on April 15, 2025. To reflect the Name Change, the Board approved a corresponding amendment to the Company’s bylaws on May 7, 2025.
The Company originally operated in the bio-carbon-based fertilizer (“BCBF”) trading business, sourcing products directly from producers in China and selling them to customers primarily located in the People’s Republic of China. The Company did not own or operate any production facilities or manufacturing equipment for BCBF products. 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. 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.
As of the date of this report, the Company has ceased all operations related to the BCBF, online retailing business, and beauty products trading business. In light of this transition, the Company is actively evaluating potential acquisition targets and strategic business opportunities in order to identify a new direction that aligns with its long-term growth objectives. The Company’s current strategy is to reposition itself by identifying and acquiring or partnering with a target business that offers sustainable value and future expansion potential.
Organizational Structure
The Company was incorporated under the laws of the State of Nevada on October 15, 2019. On October 15, 2019, the Company issued 100,000 shares of restricted common stock, par value $0.0001 per share, to Ms. Wang Min, the Company’s founding officer and director, for a total consideration of $10. Ms. Wang Min serves as our Chief Executive Officer, President, Secretary, Treasurer and Director. On November 28, 2019, the Company issued an additional 49,900,000 restricted common stock, par value $0.0001 per share, to Ms. Wang for $4,990. On January 1, 2020, the Company issued a total of 40,000,000 restricted shares to ten non-U.S. shareholders (4,000,000 shares each) at a price of $0.001 per share, raising an aggregate of $40,000 in 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.
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. On 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).
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 (approximately $165,605) with a carrying value on the book of CNY 1,168,554 (approximately $165,401) from a third party.
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 (approximately $68,931).
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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 (approximately $0.01). After the disposal of XMYC, the Company continued to operate the beauty products trading business through YCWB for a period thereafter. As of the date of this report, the Company has ceased all activities in the online retail and beauty trading sectors.
On April 17, 2025, YCWB entered into a definitive equity transfer agreement (the “Disposal Agreement”) with Chenjiang Zhang, an independent third party, pursuant to which YCWB agreed to sell all of its equity interest in SCQC. The Board of Directors of the Company reviewed and approved the Disposal Agreement and the proposed transaction on April 17, 2025. On April 28, 2025, the Company completed the disposition of SCQC. SCQC was previously engaged in business segments that the Company has determined are no longer consistent with its long-term development strategy. The decision to dispose of SCQC was made as part of the Company’s strategic plan to streamline operations and focus on other business activities.
Below is a list of our subsidiaries as of the date of this report:
| 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 BCBF trading business, online business through e-commerce platforms, and beauty products trading business |
As of the date of this report, our corporate structure is as follows:
On November 30, 2024, the Company entered into a Securities Transfer Agreement (the “Agreement”) with Ms. Wang Min (the “Seller”), the largest shareholder of the Company, and Ms. Yin Yixuan (the “Buyer”), a non-U.S. person. Pursuant to the terms of the Agreement, the Seller agreed to sell, and the Buyer agreed to purchase, an aggregate of 47,000,000 shares of common stock (the “Shares”) for a total purchase price of $1,094,400. No directed selling efforts were made in the United States by the Company, the Seller, or any person acting on behalf of any of the foregoing. The Board of Directors approved the Agreement on November 25, 2024, and on the same date, adopted resolutions appointing the Buyer as the Company’s Director and Chief Executive Officer, effective November 30, 2024. In connection with updated terms and mutual agreement of the parties, the Company, the Seller, and the Buyer subsequently entered into an Amendment to the Securities Transfer Agreement, dated June 24, 2025 (the “Amendment”). The Amendment modified certain key terms of the Agreement, including but not limited to adjustments to the purchase price, the closing schedule, and the mechanics for share transfer.
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On November 25, 2024, Ms. Wang notified the Board of her decision to resign, and the Board accepted her resignation.On November 30, 2024, Ms. Wang Min resigned from all positions at the Company, including her roles as a director on the Board of Directors and as the Chief Executive Officer. Ms. Yin Yixuan was appointed as a director and as Chief Executive Officer of the Company and therefore assumed control of the Company’s management and governance as Director and CEO pursuant to the Board resolutions adopted in November 2024.
Our Business
The Company identified an opportunity in wholesaling and retailing high-quality, sustainable, and environmentally friendly BCBF. This fertilizer was known for improving crop yield while supporting environmental sustainability. The BCBF was sourced from a third-party supplier and produced through thermal decomposition of straw in a low-oxygen environment, a process that converts organic material into bio-carbon at relatively low temperatures. The Company did not operate any production facilities or maintain any manufacturing equipment related to BCBF.
Management believed that the product helped maintain soil fertility, enhance crop yields, and improve soil structure, water retention, and nutrient efficiency. The BCBF also contributed to balancing carbon and nitrogen levels, neutralizing soil pH, and creating favorable conditions for 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. The BCBF sold by the Company contained approximately 45% organic matter, 20% bio-charcoal, 10% humic acid, 5% NPK, and an effective microorganism count of 20 million per gram. The BCBF products were distributed through the Company’s wholly owned subsidiary, SCQC, which was later disposed in April 2025. As of the date of this report, the Company is no longer engaged in the BCBF trading business.
Bio-carbon-based-fertilizer, BCBF
On July 25, 2022, the Company expanded into the online retail business through an e-commerce platform, offering a range of consumer products including healthcare, cosmetics, fashion, and household goods. During our operation of the online retail business in 2024, we purchased goods directly from suppliers and then sold them to the users of the online retail platform, with the Company bearing the inventory risk of the goods.
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 disposed XMYC Trading Co. Limited, with a consideration of CNY 0.1 (approximately $0.01). Despite the disposal of XMYC, the Company continued its beauty products trading operations through YCWB until April 2025.
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Recent Developments
As of the date of this report, the Company is no longer engaged in any of its previous business segments.
The Company is actively formulating a diversified development strategy and plans to potentially enter multiple new industries such as hotel, cinema, green energy, and automotive by the end of 2025. Currently, Ms. Yin has reached agreements of intent with GIORGIO MORANDI hotel management company and several private cinema operators, exploring potential mergers or acquisitions opportunities. However, the Company has not yet executed formal contracts or made final commitments to these agreements, and the relevant plans still require approval from the board of directors. At the same time, Ms. Yin is also evaluating business opportunities in the green energy and automotive-related fields, such as automotive lubricants and renewable energy fuels, but no agreements or binding commitments have been reached yet. Any detailed plans or proposals arising from these explorations will be evaluated and approved by the Board.
The transition away from our historical operations means we currently lack a stable revenue-generating business. As a result, we may require substantial capital to support due diligence efforts, fund potential acquisitions, cover ongoing operating expenses, and establish the infrastructure and personnel needed to launch or integrate new businesses. See “ITEM 1A. RISK FACTORS - We may face challenges in executing its business plan if it cannot secure adequate capital and may be compelled to incur high capital costs.”
Competition
The competitive environment of China’s fertilizer industry is very tense despite its market size. The Company competes with other manufacturers, distributors, wholesalers that possess significantly greater financial and non-financial resources, manufacturing capacity, well established business models and distribution channels and branding.
The online consumer goods and beauty products markets in China are intensely competitive and price-sensitive. For our online retail business, our operations were conducted primarily as a third-party seller on established e-commerce platforms in the PRC that host thousands of sellers offering similar products. As such, we faced significant competition not only from major national and international brands, but also from numerous small and medium-sized merchants operating within the same ecosystem. In addition, our position as a third-party seller limited our ability to differentiate our offerings, as we relied on the infrastructure, algorithms, and policies of the underlying platforms for visibility, traffic, and transaction processing. As we sourced our products directly from third-party manufacturers and did not maintain our own inventory or engage in private labeling, we were limited in our ability to build a distinctive brand identity or customer base. Our competitors included both brand owners and large-scale distributors who typically have greater control over supply chains, marketing budgets, product pricing, and brand development.
Employees
The Company has 5 employees. Three of them work on a full-time basis. 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 | 2 | |
| Accounting, Finance, and Internal Operation | 2 | |
| Total | 5 |
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. Despite the fact that we are not required to provide risk factors, we consider the following factors to be risks to our continued growth and development:
We may face challenges in executing its business plan if it cannot secure adequate capital and may be compelled to incur high capital costs.
Our ability to successfully identify, acquire, and develop new business opportunities depends significantly on our access to sufficient capital. As of the date of this report, we are no longer engaged in our previous business segments, including the wholesale and retail of BCBF, online sales of consumer goods through e-commerce platforms, and trading of beauty products. We have exited these lines of business and are actively evaluating new strategic directions, including potential acquisitions.
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The transition away from our historical operations means we currently lack a stable revenue-generating business. As a result, we may require substantial capital to support due diligence efforts, fund potential acquisitions, cover ongoing operating expenses, and establish the infrastructure and personnel needed to launch or integrate new businesses. Re-entering a product-driven or distribution-based business would likely require investment in logistics, marketing, and supply chain relationships. Similarly, restarting or expanding an e-commerce or consumer-facing business would necessitate upfront spending on technology, platform development, customer acquisition, and supplier coordination. If we are unable to secure adequate financing on commercially reasonable terms, we may be forced to delay, modify, or abandon elements of our business plan. In particular, insufficient capital could prevent us from completing acquisitions we are currently evaluating or responding to time-sensitive opportunities.
Moreover, if financing is only available at a high cost or with unfavorable terms, it could adversely impact our financial condition and strategic flexibility. For example, raising capital through equity issuances may dilute the interests of our existing shareholders, while debt financing could increase our leverage and financial risk.
Our ability to obtain additional capital is subject to a number of uncertainties, including investor sentiment, market conditions, our financial performance, and the perceived viability of our future business plans. There is no assurance that we will be able to raise sufficient funding on acceptable terms or at all, which could materially and adversely affect our ability to pursue and implement our long-term growth strategy.
Our operational performance and financial results may be adversely impacted by prevailing global market and economic conditions, including ongoing geopolitical instability in various regions.
Our business, financial condition, and results of operations may be materially affected by global economic and market conditions beyond our control. Factors such as rising inflation, interest rate volatility, fluctuations in currency exchange rates, disruptions in global supply chains, and labor market constraints can impact the availability and cost of capital, investor sentiment, and the valuation of potential acquisition targets. In particular, continued geopolitical instability in regions such as Eastern Europe, the Middle East, and East Asia may lead to heightened market uncertainty, increased commodity and transportation costs, and shifts in regulatory or trade policies that could disrupt business operations globally.
These macroeconomic and geopolitical factors may also reduce the availability of viable business opportunities or affect the performance of any business we acquire. Furthermore, investor risk appetite and access to funding may decline during periods of market stress, directly impacting our ability to raise capital or execute our strategic plans. If such adverse conditions persist or worsen, our ability to identify, finance, or operate new business ventures could be significantly impaired.
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
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ITEM 2. PROPERTIES
Our office is located at No. 188 and No. 5, East Beizhan Road, Shapingba District, Chongqing, China 404100. This space is leased by Chongqing Jiushengguang Enterprise Management Consulting Co., LTD. (“Chongqing Jiushengguang”), which is controlled by our manager, Mr. Zhu Peiyuan, and is provided to us free of charge through our indirect wholly owned subsidiary SCQC Agriculture Co. Limited since June 21, 2024. We believe that our current facilities are adequate to meet our immediate operational needs, and that suitable additional space will be available if expansion becomes necessary. Please refer to Note 10 for the details of the lease.
ITEM 3. LEGAL PROCEEDINGS
SCQC was involved in a legal dispute with Sichuan Aima Ke’er Biotechnology Group Co. (“Sichuan Aima”) regarding a cooperative agreement that was entered by both parties on June 7, 2022. This agreement was intended to support the business expansion of SCQC and outlined mutual obligations for collaboration over a two-year period, set to expire on June 6, 2024. In January 2023, SCQC transferred RMB1,000,000 (approximately $139,113) to Sichuan Aima as an advance payment for the cooperative arrangement under the agreement. However, negotiations in March 2023 were unproductive, leading both parties to terminate the cooperation. Sichuan Aima provided partial compensation to SCQC by offsetting the outstanding amount with goods of equivalent value at RMB466,637 (approximately $64,915). SCQC is now pursuing the recovery of the remaining balance of RMB533,363 (approximately $74,198). On April 29, 2025, SCQC received a summons from the People’s Court of Sichuan Pilot Free Trade Zone notifying SCQC to hold a court hearing on July 9, 2025, case number: (2025) Chuan 0193 Min Chu 6553. As of the date of this report, the case remains pending and no settlement has been reached.
In April 2025, SCQC was disposed of and is no longer an indirect subsidiary of the Company. While the Company continues to monitor the dispute due to its historical involvement, the outcome is not expected to have a material adverse impact on the Company’s financial condition or results of operations.
Except as disclosed above, as of the date hereof, we are not aware of any material pending legal proceedings to which we or any of our subsidiaries are a party, or in which any of our property is the subject. There are no proceedings in which any of our directors, executive officers, affiliates, or any registered or beneficial shareholders is an adverse party or has a material interest that is adverse to our interests. From time to time, we may be subject to 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 2024 | High Bid | Low Bid | ||||||
| First Quarter | $ | 1.01 | $ | 0.26 | ||||
| Second Quarter | $ | 0.60 | $ | 0.30 | ||||
| Third Quarter | $ | 1.00 | $ | 0.25 | ||||
| Fourth Quarter | $ | 1.01 | $ | 0.20 | ||||
| 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 | ||||
Dividend
No cash dividends were paid on our shares of common stock during the fiscal year ended December 31, 2024 and 2023. 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 180 shareholders as of December 31, 2024. 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).
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.
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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
The Company has not sold equity securities during the period covered by the report that were not registered under the Securities Act.
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, 2024.
Other Stockholder Matters
None.
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, 2024 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
Intelligent Hotel Group Ltd, formerly known as YCQH Agricultural Technology Co., Ltd, was incorporated under the laws of the State of Nevada on October 15, 2019. The Company operated in several business segments, including the wholesale and retail of BCBF, online sales of consumer goods, and trading of beauty products.
Its BCBF business was conducted through a wholly owned subsidiary, SCQC, and involved sourcing environmentally friendly fertilizer from third-party suppliers. The product was manufactured using thermal decomposition of straw in a low-oxygen environment and promoted for its ability to improve soil fertility, increase crop yield, and enhance water retention. The Company did not own or operate any production facilities or equipment related to BCBF. SCQC was disposed of in April 2025, and the Company no longer engaged in this line of business since then.
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On July 25, 2022, the Company entered the online retail space by offering a range of consumer goods including healthcare, cosmetics, fashion, and household products on third-party e-commerce platforms in the PRC. During our operation of the online retail business in 2024, we purchased goods directly from suppliers and then sold them to the users of the online retail platform, with the Company bearing the inventory risk of the goods.
On April 19, 2023, the Company expanded into beauty product trading, focusing on retail sales to customers in the PRC with goods sourced directly from local manufacturers. On September 25, 2023, the Company, through its subsidiary YCWB disposed of XMYC Trading Co., Limited, which had been involved in the beauty trading business. Despite the disposal, the Company continued to operate the beauty product segment through YCWB for a period thereafter. As of the date of this report, the Company has ceased all activities in the online retail and beauty trading sectors.
Following its exit from these historical business lines, the Company is actively exploring new strategic directions and evaluating acquisition and investment opportunities across several industries. These efforts are intended to realign the Company’s operations with long-term growth objectives.
Results of operations
Year ended December 31, 2024
For the years ended December 31, 2024 and 2023, the Company has generated a revenue of $246,466 and $510,235, respectively. Breakdown of revenue as following:
| Years ended December 31 | ||||||||
| 2024 | 2023 | |||||||
| BCBF Business Sales Revenue | $ | 17 | $ | 57,803 | ||||
| Percentage towards Total Revenue | 0 | % | 11 | % | ||||
| Online Business Revenue without inventory risk | $ | - | $ | 90,471 | ||||
| Online Business Revenue with inventory risk | $ | 246,449 | $ | 293,763 | ||||
| Total Online Business Revenue | $ | 246,449 | $ | 384,234 | ||||
| Percentage towards Total Revenue | 100 | % | 75 | % | ||||
| Beauty Products Business Revenue | - | $ | 68,198 | |||||
| Percentage towards Total Revenue | - | 14 | % | |||||
| Total Revenue | $ | 246,466 | $ | 510,235 | ||||
| BCBF Business Cost of Sales | $ | (6 | ) | $ | (34,517 | ) | ||
| Online Business Cost of Sales – with inventory risk | $ | (149,978 | ) | $ | (29,966 | ) | ||
| Beauty Products Business Cost of Sales | - | $ | (5,436 | ) | ||||
| Total Cost of Sales | $ | (149,984 | ) | $ | (69,919 | ) | ||
| BCBF Business Gross Profit | $ | 11 | $ | 23,286 | ||||
| Online Business Gross Profit – without inventory risk | $ | - | $ | 90,471 | ||||
| Online Business Gross Profit – with inventory risk | $ | 96,471 | $ | 263,797 | ||||
| Beauty Products Business Gross Profit | $ | - | $ | 62,762 | ||||
| Total Gross Profit | $ | 96,482 | $ | 440,316 | ||||
| Gross Profit Margin | 39 | % | 86 | % | ||||
| BCBF Business Gross Profit Margin | 65 | % | 40 | % | ||||
| Online Business Gross Profit Margin | 39 | % | 92 | % | ||||
| Beauty Products Business Gross Profit Margin | - | 92 | % | |||||
For the year ended December 31, 2024, the BCBF trading business segment, the online retailing business segment and the beauty products trading business segment contributed 0%, 100% and 0% of the total revenue respectively.
| 12 |
Fiscal Years ended December 31, 2024 and 2023
The Company generated total revenue of $246,466 for the year ended December 31, 2024, a significant decrease of 52% compared to $510,235 for the year ended December 31, 2023 due to the Company’s decision to shut down its online business since April 30, 2024. The total revenue cost of the Company increased from $69,919 in 2023 to $149,984 in 2024, reflecting the rising cost burden of the online retail business. The gross profit declined to $96,482 in 2024 from $440,316 in 2023, and overall gross margin decreased from 86% to 39%.
BCBF Trading Business
Revenue from the BCBF trading business decreased significantly from $57,803 in 2023 to $17 in 2024. The Company has continued to operate in this business segment, but has not actively expanded the market.
Online Retail Business
Revenue from the online retail business declined significantly to $246,449 in 2024 from $384,234 in 2023, representing a 36% year-over-year decrease. The cost of revenue increased from $29,966 in 2023 to $149,978 in 2024, Among them, in 2024, there were inventory scrapping, inventory loss, and provision for inventory impairment, which increased the cost by $82,923. Gross margin dropped from 92% in 2023 to 39% in 2024, reflecting reduced pricing power, increased platform fees, and supplier costs in a competitive e-commerce environment.
Beauty Products Trading Business
Revenue from the beauty products trading business declined to $0 in 2024 from $68,198 in 2023, the Company withdrew from this market segment in April, 2024.
General and Administrative Expenses
The general and administrative expenses for the year ended December 31, 2024 and 2023 were $141,111 and $348,051 respectively, primarily related to salary and social contribution, lease expenses, travelling expenses, advertising expenses, audit fees and consultancy fees. Due to the reduction in personnel and rent, there has been a decrease in general and administrative expenses.
Selling and Distribution Expenses
Selling and distribution expenses were $2,452 for the year ended December 31, 2024, compared to $85,418 for the prior year, reflecting a significant year-over-year decrease of approximately 97%. These expenses were primarily associated with third-party storage fees related to the Company’s online and beauty product sales. The substantial reduction in 2024 was due to the sharp decline in sales activity and the discontinuation of inventory-handling operations as the Company moved away from its overall product distribution activities.
Operating Loss
As a result of the significant drop in revenue and gross profit, partially offset by reductions in general and administrative expenses, the Company recorded an operating loss of $47,081 for the year ended December 31, 2024. This compares to an operating income of $6,847 for the year ended December 31, 2023. The decline in operating performance primarily reflects the substantial contraction across all former business segments and the resulting decrease in revenue-generating activities.
| 13 |
Liquidity and Capital Resources
Years ended December 31, 2024 and 2023
Cash Used In Operating Activities
For the year ended December 31, 2024, the Company used $116,070 in operating activity, of which primarily consist of decrease in inventories, decrease in prepayment, deposits and other receivables, decrease in other payables and accrued liabilities.
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.
Cash Used In Investing Activities
For the year ended December 31, 2024, the Company did not have any investing activities affecting cash position.
For the year ended December 31, 2023, the Company did not have any investing activities affecting cash position.
Cash Provided by Financing Activities
For the year ended December 31, 2024, the Company realized cash provided by financing activity in the amount of $53,016, of which consist of advance from director.
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.
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 CNY209,092 (Equivalent to USD29,087) as of December 31, 2024.
| 14 |
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, 2024.
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 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.
We purchased stock from several suppliers and outsourced inventory warehouse to a few suppliers. We bear the inventory risk, and therefore we are the primary responsible party in this regard. 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.
| 15 |
From the quarter four of 2023 onwards, the company 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, after adopting ASC 606-10-55-42, we offer our customers an option, allowing them to receive a 54% cash back from the purchase of “Yao Cheng Duo” products in 2024, and a 44% cash back in 2023. Therefore, the 54% cash back in 2024 and the 44% cash back in 2023 are substantive rights, and we offset the cash back portion against the revenue instead of recognizing the entire purchase amount as revenue.
Going Concern Uncertainties
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company suffered a loss of $59,275 for the year ended December 31, 2024 resulting in accumulated deficit of $439,273 and a working capital deficit of $281,771.
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 August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 aims to simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. ASU 2020-06 also simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity and amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. Early adoption is permitted for fiscal years beginning after December 15, 2020. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods therein. The adoption of the new guidance, effective January 1, 2024, did not have an impact on the financial condition, results of operations, cash flows and disclosures of the Company.
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.
Restatement of Interim Financial Statements
The Company restated its previously issued unaudited condensed consolidated financial statements for the first, second, and third quarters of fiscal year 2024, primarily to correct the timing of recognition of certain revenues, costs and expenses.
The Company reduced its operating profit before income tax by $48,619 for the three months ended March 31, 2024, and correspondingly increased it by $48,619 for the three months ended June 30, 2024. The restatements had no impact on the Company’s consolidated full-year net income, financial position, or cash flows for the year ended December 31, 2024. Please refer to Note. 14.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to smaller reporting companies.
| 16 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Intelligent Hotel Group Ltd
(Formally known as YCQH AGRICULTURAL TECHNOLOGY CO. LTD)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
| F-1 |
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
| F-2 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors
Intelligent Hotel Group Ltd (FKA: YCQH Agricultural Technology Co. Ltd.)
Chongqing, China
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Intelligent Hotel Group Ltd (FKA: YCQH Agricultural Technology Co. Ltd.) (the “Company”) as of December 31, 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Substantial Doubt About the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 4 to the consolidated financial statements, for the year ended December 31, 2024, the Company incurred a net loss of $59,275. Additionally, the Company had an accumulated deficit of $439,273 and a working capital deficit of $281,771 as of December 31, 2024. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The accompanying financial statements have been prepared on the assumption that the Company will continue as a going concern. As disclosed in Note 4, the Company has experienced operating losses, an accumulated deficit, and a net capital deficiency, raising substantial doubt about its ability to continue as a going concern. Management’s evaluation of the events and conditions and management’s plans regarding 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. Our opinion is not modified with respect to this matter.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. 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 audits 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 consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the board of directors and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters.
/s/
We have served as the Company’s auditor since 2024.
July 17, 2025
| F-3 |
Intelligent Hotel Group Ltd
(Formally known as YCQH AGRICULTURAL TECHNOLOGY CO. LTD)
AUDITED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| As of December 31, 2024 | As of December 31, 2023 | |||||||
| 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’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Trade payables | $ | $ | ||||||
| Other payables and accrued liabilities | ||||||||
| Deferred revenue | ||||||||
| Amount due to related party | ||||||||
| 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, 2024 and 2023, 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.
| F-4 |
Intelligent Hotel Group Ltd
(Formally known as YCQH AGRICULTURAL TECHNOLOGY CO. LTD)
AUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)
FOR YEARS ENDED DECEMBER 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
Year ended December 31, 2024 | Year ended December 31, 2023 | |||||||
| REVENUE | $ | |||||||
| COST OF REVENUE | ( | ) | ( | ) | ||||
| GROSS PROFIT | $ | |||||||
| OPERATING EXPENSES | ||||||||
| Selling and distribution | ( | ) | ( | ) | ||||
| General and administrative | ( | ) | ( | ) | ||||
| INCOME/(LOSS) FROM OPERATION BEFORE INCOME TAX | ( | ) | ||||||
| OTHER INCOME/(EXPENSE) | ||||||||
| 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.
| F-5 |
Intelligent Hotel Group Ltd
(Formally known as YCQH AGRICULTURAL TECHNOLOGY CO. LTD)
AUDITED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT
FOR YEARS ENDED DECEMBER 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| COMMON STOCK | ACCUMULATED | |||||||||||||||||||||||
NUMBER OF SHARES | AMOUNT | ADDITIONAL PAID-IN CAPITAL | ACCUMULATED DEFICIT | OTHER COMPREHENSIVE INCOME | TOTAL STOCKHOLDERS’ (DEFICIT) | |||||||||||||||||||
| Balance as of December 31, 2022 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Net income for the year | - | |||||||||||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Net income for the year | - | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Foreign currency translation | - | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
See accompanying notes to consolidated financial statements
| F-6 |
Intelligent Hotel Group Ltd
(Formally known as YCQH AGRICULTURAL TECHNOLOGY CO. LTD)
AUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR YEARS ENDED DECEMBER 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||
| 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 related party | $ | $ | ||||||
| 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 | ||||||||
| Non-cash Transactions of Operating and Financing Activities | ||||||||
| Other receivable and prepayments offset by loans from related party | $ | |||||||
See accompanying notes to consolidated financial statements.
| F-7 |
Intelligent Hotel Group Ltd
(Formally known as YCQH AGRICULTURAL TECHNOLOGY CO. LTD)
NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS
FOR YEARS ENDED DECEMBER 31, 2024 AND 2023
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
1. ORGANIZATION AND BUSINESS BACKGROUND
Intelligent Hotel Group Ltd, formerly known as YCQH Agricultural Technology Co., Ltd, was incorporated under the laws of the State of Nevada on October 15, 2019. On May 6, 2025, the Company filed a Certificate of Amendment with the Nevada Secretary of State to change its name to Intelligent Hotel Group Ltd (the “Name Change”), which was previously approved by the Board of Directors on April 15, 2025. To reflect the Name Change, the Board approved a corresponding amendment to the Company’s bylaws on May 7, 2025.
The Company originally operated in the bio-carbon-based fertilizer (“BCBF”) trading business, sourcing products directly from producers in China and selling them to customers primarily located in the People’s Republic of China. The Company did not own or operate any production facilities or manufacturing equipment for BCBF products. 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. 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. As of the date of this report, the Company has ceased all operations related to the BCBF, online retailing business, and beauty products trading business. In light of this transition, the Company is actively evaluating potential acquisition targets and strategic business opportunities in order to identify a new direction that aligns with its long-term growth objectives.
On December 16, 2019, the Company acquired 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 (approximately $). After the disposal of XMYC, the Company continued to operate the beauty products trading business through YCWB.
On April 17, 2025, YCWB entered into a definitive equity transfer agreement (the “Disposal Agreement”) with Chenjiang Zhang, an independent third party, pursuant to which YCWB agreed to sell all of its equity interest in SCQC. The Board of Directors of the Company reviewed and approved the Disposal Agreement and the proposed transaction on April 17, 2025. On April 28, 2025, the Company completed the disposition of SCQC. SCQC was previously engaged in business segments that the Company has determined are no longer consistent with its long-term development strategy. The decision to dispose of SCQC was made as part of the Company’s strategic plan to streamline operations and focus on core business activities.
| F-8 |
Below is a list of subsidiaries as of the date of this report:
| 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 BCBF trading business, online business through e-commerce platforms, and beauty products trading business |
On
November 30, 2024, the Company entered into a Securities Transfer Agreement (the “Agreement”) with Ms. Wang Min (the “Seller”),
the largest shareholder of the Company, and Ms. Yin Yixuan (the “Buyer”). Pursuant to the terms of the Agreement, the Seller
agreed to sell, and the Buyer agreed to purchase, an aggregate of shares of common stock (the “Shares”) for a
total purchase price of $
On November 25, 2024, Ms. Wang notified the Board of her decision to resign, and the Board accepted her resignation.On November 30, 2024, Ms. Wang Min resigned from all positions at the Company, including her roles as a director on the Board of Directors and as the Chief Executive Officer. Ms. Yin Yixuan was appointed as a director and as Chief Executive Officer of the Company and therefore assumed control of the Company’s management and governance as Director and CEO pursuant to the Board resolutions adopted in November 2024.
The Company’s executive office is located at No. 188 and No. 5, East Beizhan Road, Shapingba District, Chongqing, China 404100.
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.
| F-9 |
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 with pre-emptive extension options. The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term.
The lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.
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
From June 21, 2024, the management of the Company uses part of the leased office space of Chongqing Jiushengguang Enterprise Management Consulting Co., LTD. free of charge. Please refer to Note 8 for the details of the lease.
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.
| F-10 |
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.
We purchased stock from several suppliers and outsourced inventory warehouse to a few suppliers. We bear the inventory risk, and therefore we are the primary responsible party in this regard. 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 continued 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 offered customers a 54% cash back incentive when purchasing "Yao Cheng Duo" products, and a 44% cash back incentive in 2023. This substantial cash back is an important benefit for the customers. Therefore, the revenue from these transactions is reported as the net amount after deducting the cash back, rather than recognizing the entire 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, 2024 and 2023, 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, 2024 and 2023, the Company incurred
expenses in the amount of $
| F-11 |
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.
We purchased stock from several suppliers and outsourced inventory warehouse to a few suppliers. We bear the inventory risk, and therefore we are the primary responsible party in this regard. 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.
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.
| F-12 |
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:
For the year December 31, 2024 | For the year December 31, 2023 | |||||||
| 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 | ||||||||
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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Under this ASU, public entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). This ASU’s amendments are effective for all entities that are subject to Topic 740, Income Taxes, for annual periods beginning after December 15, 2024, with early adoption permitted. The Company does not expect the impact of the adoption of the guidance to be material on its financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). This update requires entities to include more detailed information about the types of expenses, including purchases of inventory, employee compensation, depreciation, amortization, and depletion, in commonly presented expense captions such as cost of sales, research and development, and selling, general and administrative expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The Company does not expect the impact of the adoption of the guidance to be material on its financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which focuses on improving reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. A public entity shall disclose for each reportable segment the significant expense categories and amounts that are regularly provided to the CODM and included in reported segment profit or loss. ASU 2023- 07 also requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Entities are permitted to disclose more than one measure of a segment’s profit or loss if such measures are used by the CODM to allocate resources and assess performance, as long as at least one of those measures is determined in a way that is most consistent with the measurement principles used to measure the corresponding amounts in the consolidated financial statements. ASU 2023-07 is applied retrospectively to all periods presented in financial statements, unless it is impracticable. The Company adopted this standard in 2024 for annual period disclosures. See Note 13 “Segment Reporting” in the accompanying notes to the consolidated financial statements for further detail.
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.
| F-13 |
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
incurred a net loss of $59,275 for
the year ended December 31, 2024 resulting in accumulated deficit 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.
5. INVENTORIES
As of December 31, 2024 and 2023, the Company’s inventories consist of following:
| As of December 31, 2024 | As of December 31, 2023 | |||||||
| Gross Garrying Amount of Inventory | $ | $ | ||||||
| Inventory Write-down | $ | ( | ) | |||||
| Net Carrying Amount | $ | $ | ||||||
6. PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES
As of December 31, 2024 and 2023, the Company’s prepayment, deposits and other receivables consist of following:
As of December 31, 2024 | As of December 31, 2023 | |||||||
| Deposits for Hong Kong Company Secretary | $ | $ | ||||||
| Rental Deposit & Prepayment | ||||||||
| Supplier Deposit & Prepayment | ||||||||
| Prepaid transfer agent fee and OTCIQ renewal | ||||||||
| Prepayment- Sichuan Aima | ||||||||
| Other payments | ||||||||
| Total prepayment, deposits and other receivables | $ | $ | ||||||
| F-14 |
SCQC was involved in a legal dispute with Sichuan
Aima Ke’er Biotechnology Group Co. (“Sichuan Aima”) regarding a cooperative agreement that was entered by both parties
on June 7, 2022. This agreement was intended to support the business expansion of SCQC and outlined mutual obligations for collaboration
over a two-year period, set to expire on June 6, 2024. In January 2023, SCQC transferred RMB
7. OTHER PAYABLES AND ACCRUED LIABILITIES
As of December 31, 2024 and 2023, the Company’s other payables and accrued liabilities consist of following:
As of December 31, 2024 | As of December 31, 2023 | |||||||
| Other payables | $ | $ | ||||||
| Accrued professional fee | $ | |||||||
| Total other payables and accrued liabilities | $ | $ | ||||||
8. RELATED PARTY TRANSACTIONS
As of December 31, 2024 | As of December 31, 2023 | |||||||
| Amount due to related party | $ | $ | ||||||
As of December 31, 2024, the Company has an outstanding
payable of $
Zhu Peiyuan is a manager of the Company, which is an indirect holding in Chongqing Jiushengguang Enterprise Management Consulting Co., LTD. (“Chongqing Jiushengguang”). Chongqing Jiushengguang’s leased office space is located at No. 188 and No. 5, East Beizhan Road, Shapingba District, Chongqing. From June 21, 2024, the management of the Company, through indirect wholly owned subsidiary SCQC Agriculture Co. Limited, uses part of the office space free of charge.
9. SHAREHOLDERS’ EQUITY
As of December 31, 2024 and 2023, the Company has shares and shares of common stock issued and outstanding, respectively.
During the years ended December 31, 2024 and 2023, 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 1, 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
On
March 5, 2024 the management enter into a tenancy agreement to rent an office for a monthly rental of CNY
| F-15 |
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 | $ |
11. CONCENTRATION OF RISK
Customer Concentration
For
the year ended December 31, 2024, the Company generated total revenue of $
For
the year ended December 31, 2023, the Company generated total revenue of $
| For years December 31 | ||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Revenues | Percentage of revenues | Accounts receivable, trade | ||||||||||||||||||||||
| Customer A | $ | % | ||||||||||||||||||||||
| Customer B | $ | % | ||||||||||||||||||||||
| Others | $ | $ | % | % | ||||||||||||||||||||
| Total | $ | $ | % | % | $ | $ | ||||||||||||||||||
Vendor Concentration
For
the year ended December 31, 2024, the Company incurred cost of revenue of $
For
the year ended December 31, 2023, the Company incurred cost of revenue of $
| For year ended December 31 | ||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Cost of revenue | Percentage of Cost of revenue | Accounts payable, trade | ||||||||||||||||||||||
| Vendor A | $ | $ | % | % | $ | $ | ||||||||||||||||||
| Vendor B | $ | $ | % | % | ||||||||||||||||||||
| Others | $ | $ | % | % | $ | |||||||||||||||||||
| Total | $ | $ | % | % | $ | $ | ||||||||||||||||||
| F-16 |
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:
| For years ended December 31 | ||||||||
| 2024 | 2023 | |||||||
| Computed expected expenses | ( | )% | ( | )% | ||||
| Effect of foreign tax rate difference | % | % | ||||||
| Deferred tax assets not recognized | % | % | ||||||
| Temporary difference not recognized | % | ( | )% | |||||
| % | % | |||||||
| For years ended December 31 | ||||||||
| 2024 | 2023 | |||||||
| 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, 2024 and 2023:
As of December 31, 2024 | As of December 31, 2023 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry forwards | ||||||||
| - United States of America | $ | $ | ||||||
| - Hong Kong | ||||||||
| - People Republic China | ||||||||
| Deferred tax assets, net operating loss carry forwards | ||||||||
| 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 $
| F-17 |
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.
| For the Year Ended and As of December 31, 2024 | ||||||||||||||||
| 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, 2023 | ||||||||||||||||
| By Business Unit | BCBF Trading Business | Online Retailing Business | Beauty and other Products Trading Business | Total | ||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Selling and distribution expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income/(Loss) from operations | ( | ) | ( | ) | ||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| Capital expenditure | $ | $ | $ | $ | ||||||||||||
| F-18 |
| For the Year Ended and As of December 31, 2024 | ||||||||||||
| 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, 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 | $ | $ | $ | |||||||||
14. DESCRIPTION OF RESTATEMENT TABLES
The following tables present the impact of to our previously reported the consolidated statements of operations and comprehensive income for the quarters ended March 31, 2024, June 30, 2024 and September 30, 2024:
| Statement of Operations (Unaudited) | Nine Months Ended September 30, 2024 | |||||||||||
| As previously reported | Restatement impacts | As restated | ||||||||||
| REVENUE | ( | ) | ||||||||||
| -From online retailing business | ( | ) | ||||||||||
| COST OF REVENUE | ||||||||||||
| -From online retailing business | ||||||||||||
| Selling and distribution | ( | ) | ||||||||||
| Statement of Operations (Unaudited) | Three Months Ended September 30, 2024 | |||||||||||
| As previously reported | Restatement impacts | As restated | ||||||||||
| REVENUE | ||||||||||||
| -From online retailing business | ||||||||||||
| COST OF REVENUE | ||||||||||||
| -From online retailing business | ||||||||||||
| Selling and distribution | ||||||||||||
| Statement of Operations (Unaudited) | Six Months Ended June 30, 2024 | |||||||||||
| As previously reported | Restatement impacts | As restated | ||||||||||
| REVENUE | ( | ) | ||||||||||
| -From online retailing business | ( | ) | ||||||||||
| COST OF REVENUE | ||||||||||||
| -From online retailing business | ||||||||||||
| Selling and distribution | ( | ) | ||||||||||
| Statement of Operations (Unaudited) | Three Months Ended June 30, 2024 | |||||||||||
| As previously reported | Restatement impacts | As restated | ||||||||||
| REVENUE | ||||||||||||
| -From online retailing business | ||||||||||||
| COST OF REVENUE | ||||||||||||
| -From online retailing business | ||||||||||||
| GROSS PROFIT | ||||||||||||
| Selling and distribution | ( | ) | ||||||||||
| INCOME/(LOSS) FROM OPERATION BEFORE INCOME TAX | ( | ) | ( | ) | ||||||||
| INCOME/(LOSS) BEFORE INCOME TAX | ( | ) | ( | ) | ||||||||
| NET INCOME/(LOSS) | ( | ) | ( | ) | ||||||||
| TOTAL COMPREHENSIVE INCOME/(LOSS) | ( | ) | ( | ) | ||||||||
| Net profit for the period | ( | ) | ( | ) | ||||||||
| Statement of Operations (Unaudited) | Three Months Ended March 31, 2024 | |||||||||||
| As previously reported | Restatement impacts | As restated | ||||||||||
| REVENUE | ( | ) | ||||||||||
| -From online retailing business | ( | ) | ||||||||||
| COST OF REVENUE | ||||||||||||
| -From online retailing business | ||||||||||||
| GROSS PROFIT | ( | ) | ||||||||||
| Selling and distribution | ||||||||||||
| INCOME/(LOSS) FROM OPERATION BEFORE INCOME TAX | ( | ) | ||||||||||
| INCOME/(LOSS) BEFORE INCOME TAX | ( | ) | ||||||||||
| NET INCOME/(LOSS) | ( | ) | ||||||||||
| TOTAL COMPREHENSIVE INCOME/(LOSS) | ( | ) | ||||||||||
| Net profit for the period | ( | ) | ||||||||||
The Company restated its previously issued unaudited condensed consolidated financial statements for the first, and second quarters of fiscal year 2024, primarily to correct to record of recognition of certain revenues, costs and expenses.
The Company reduced its operating profit before income tax by $48,619 for the three months ended March 31, 2024, and correspondingly increased such by $48,619 for the three months ended June 30, 2024. The restatements had no impact on the Company’s consolidated full-year net income, financial position, or cash flows for the year ended December 31, 2024.
15. SUBSEQUENT EVENTS
On
April 28, 2025, the Company through subsidiary YCWB Agricultural Technology Co. Limited transferred CNY
On April 15, 2025, the Board of Directors of the Company approved to change the name of the Company from “YCQH Agricultural Technology Co. Ltd” to “Intelligent Hotel Group Ltd”. On May 6, 2025, the Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada, changing the Company’s name to “Intelligent Hotel Group Ltd”. The Amendment became effective on May 6, 2025.
SCQC, the Company’s wholly owned subsidiary, was involved in a legal dispute with Sichuan Aima Ke’er Biotechnology Group Co. (“Sichuan Aima”) regarding a cooperative agreement that was entered by both parties on June 7, 2022. This agreement was intended to support the business expansion of SCQC and outlined mutual obligations for collaboration over a two-year period, set to expire on June 6, 2024. On April 29, 2025, the company received a summons from the People’s Court of Sichuan Pilot Free Trade Zone notifying the company to hold a court hearing on July 9, 2025, case number: (2025) Chuan 0193 Min Chu 6553. As of the date of this report, the case remains unresolved, and no settlement has been reached.
| F-19 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
1. Former Accountant
On July 22, 2024 (the “Effective Date”), Onestop Assurance PAC (“OA”), the independent registered public accounting firm of YCQH, informed the Company that it would be terminating its engagement with the Company as of the Effective Date. On July 22, 2024, the Board of Directors of the Company (the “Board”) approved the resignation of OA as the Company’s independent registered public accounting firm.
2. Audit Opinion on Issuing Audit Report
None of OA’s audit reports for the years ended December 31, 2023 contained an adverse opinion or a disclaimer of opinion, nor was any such report qualified or modified, except that the reports included explanatory paragraphs in respect to uncertainty as to the Company’s ability to continue as a going concern, and emphasis of matter paragraphs with respect transactions involving a related party that cannot be presumed to be carried out on an arm’s length basis.
3. Disagreement Matters
During the fiscal years ended December 31, 2023 and the subsequent interim period through the Effective Date, there were (a) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and OA on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which would have caused it to make reference to the subject matter of such a disagreement in connection with its audit reports on the Company’s consolidated financial statements for such years, and (b) no reportable events (as described in Item 304(a)(1)(v) of Regulation S-K).
4. Current Accountant
On July 22, 2024, the Board approved the engagement of Simon & Edward, LLP (“S&E”) to be its new independent registered public accountant for the fiscal year ended December 31, 2024.
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, 2024. 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 sufficient skillful and experienced accounting personnel to adequately prepare and review its consolidated financial statements and disclosures to fulfill the reporting requirements;(2) 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;(3) inadequate segregation of duties and effective risk assessment;(4) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines;(5) lack of internal audit function due to the fact that the Company lacks qualified resources to; and (6) 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, 2024.
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. |
| 17 |
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.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024. 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, 2024, 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 2024, we engaged Shenzhen Pengcheng Financial Consulting Co., Ltd 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 2025.
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, 2024, 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, 2024, 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 | ||
| Yin Yixuan | 23 | Chief Executive Officer, President, Secretary, Treasurer, Director |
Yin Yixuan – Chief Executive Officer, President, Secretary, Treasurer, Director
Ms. Yin Yixuan received a Master’s degree in Media, Culture & Creative Cities from the University of Hong Kong, Hong Kong, China.
From August 2019 to October 2021, Ms. Yin founded and managed Brainstorm Can, an online retail store specializing in creative cultural souvenirs. She was responsible for product design, branding, supplier coordination, and customer engagement, gaining hands-on experience in entrepreneurship, digital marketing, and retail management within the creative culture space. From May 2020 to September 2020, Ms. Yin worked as an intern designer at Beijing Order Media Co. Ltd, assisting in designing web pages and posters for clients. From October 2021 to April 2022, Ms. Yin worked at Guangzhou Xianda Overseas Education Service Co. Ltd. as a media operation intern, assisting in marketing and promotion on short-video social platforms.
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, 2024 and 2023:
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) | |||||||||||||||||||||||||||
| Yin Yixuan Title: Chief Executive Officer, | 2024 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| President, Secretary, Treasurer, Director | 2023 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||||
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, 2024, 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 | ||||||||||||||||||||
| Yixuan Yin Title: President, Secretary, Treasurer, Chief Executive Officer, and Director Address: No. 188 and No. 5, East Beizhan Road, Shapingba District, Chongqing, China 404100 | - | - | % | - | - | - | % | |||||||||||||
| 5% or Greater Shareholders | ||||||||||||||||||||
| Min Wang | 39,249,034 | 38.71 | % | - | - | 38.71 | % | |||||||||||||
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.
| 22 |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
For the year ended December 31, 2024, our then director, Ms. Wang Min, advanced expenses on behalf of the Company for a total of $364,720. As of December 31, 2023, the Company has an outstanding payable to her 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 | ||||||||
| 2024 | 2023 | |||||||
| Audit fees | - | $ | 20,000 | |||||
| Audit related fees | - | - | ||||||
| Tax fees | - | - | ||||||
| All other fees | - | - | ||||||
| Total | - | $ | 20,000 | |||||
Simon & Edward, LLP
| For years ended December 31 | ||||||||
| 2024 | 2023 | |||||||
| Audit fees | $ | 10,000 | $ | - | ||||
| Audit related fees | - | - | ||||||
| Tax fees | - | - | ||||||
| All other fees | $ | 16,200 | - | |||||
| Total | $ | 26,200 | $ | - | ||||
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.
| 23 |
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: July 17, 2025
Intelligent Hotel Group Ltd (formally known as YCQH Agricultural Technology Co. Ltd) | ||
| By: | /s/ Yixuan Yin | |
| Name: | Yixuan Yin | |
| Title: | Chief Executive Officer, President, Secretary, Treasurer, and Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) | |
| 25 |