Item 1. Business
FORWARD LOOKING STATEMENTS
This annual report on Form 10-K (the “Annual
Report”) contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking
statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items;
any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed
new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief;
and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks
and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.
These forward-looking statements involve
significant risks and uncertainties, including, but not limited to, the following: competition, promotional costs and the risk
of declining revenues. Our actual results could differ materially from those anticipated in such forward-looking statements as
a result of a number of factors. These forward-looking statements are made as of the date of this filing, and we assume no obligation
to update such forward-looking statements. The following discusses our financial condition and results of operations based upon
our audited financial statements which have been prepared in conformity with accounting principles generally accepted in the United
States. It should be read in conjunction with our financial statements and the notes thereto included elsewhere herein.
Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to
update any of the forward-looking statements to conform these statements to actual results.
Our consolidated financial statements are
stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise
specified, all dollar amounts are expressed in United States Dollars (US$) and all references to “common shares” refer
to the common shares in our capital stock.
As used in this annual report, the terms
“we,” “us,” “our,” the “Company,” “Guozi” and “our company”
mean GUOZI ZHONGYU CAPITAL HOLDINGS and its consolidated subsidiaries, unless otherwise indicated.
Corporate Background
Our Corporate History and Background
General Background of the Company
GUOZI ZHONGYU CAPITAL HOLDINGS, formerly
known as Melt Inc. was organized on July 18, 2003, under the laws of the State of Nevada. The Company operates as a holding company
for operating subsidiaries.
Melt (California), Inc. is a wholly owned
subsidiary (hereinafter referred to as Melt (CA)) of Melt Inc. and was organized on August 6, 2003, under the laws of the State
of California. Melt (CA) was in the business of owning and operating corporate owned stores of which none were in existence during
the year ended December 31, 2009, managing the construction process for both corporate and franchisee owned stores, securing retail
space for either corporate or franchise stores to operate from, as well as the sale and distribution of product to franchise owned
stores until October 2007. Melt (CA) ceased managing the construction of stores during September 2007. All assets, liabilities
and operating results related to store construction and retail leases are therefore included in discontinued operations as of December
31, 2009 and 2008.
Melt Franchising LLC (hereinafter referred
to as Melt (FA)) a wholly owned subsidiary was organized on February 2, 2005 under the laws of the State of Nevada. Melt (FA)
is responsible for selling franchises to allow franchisees to own and operate stores trading under the name of Melt – gelato
italiano, Melt – café & gelato bar and Melt – gelato & crepe café as well as the sale and distribution
of product to franchisees, marketing and the collection of royalties. Melt (FA) sold forty-nine franchises of which nineteen were
operating, seventeen agreements were terminated by the Company as a result of the franchisee’s not securing retail space
or other reasons, and thirteen closed their operations. Melt discontinued operations in 2010.
On June 27, 2018, the eight judicial District
Court of Nevada appointed Custodian Ventures, LLC as custodian for Melt Inc., proper notice having been given to the officers and
directors of Melt, Inc. There was no opposition.
On June 28, 2018, the Company filed a certificate
of revival with the state of Nevada, appointing David Lazar as, President, Secretary, Treasurer and Director.
On July 3, 2018, the Company issued 78,000,000
shares of common stock, with par value $0.001 for par value in exchange for settlement of related party debt in the amount of $9,596
cash and a promissory note issued on that same day for $68,305, by Custodian Ventures, LLC (managing member being David Lazar).
The note bears an interest of 3% and matures in 180 days from the date of issuance. In addition, David Lazar thereafter, published
all of the missing filings with OTC Markets for the Company, so that it became current with Pink Sheets information. There was
no party that requested such services. Prior to July 3, 2018, Custodian Ventures, LLC held a minimal number of shares of capital
stock in the Company
On July 11, 2018, the Company terminated
its registration with the Securities and Exchange Commission.
Mr. Lazar was considered, and should be treated
as, a promoter for the Company.
Mr. Lazar has limited experience with blank
check companies, which may cause the Company to miss out on potential business combination opportunities. Mr. Lazar owes fiduciary
duty to other corporations engaged in a substantially similar business as the Company. There are no specific guidelines regarding
which blank check company will get a preference as to any identified business combination opportunities. Each prospective business
combination target will be presented with all of the blank check companies controlled by Mr. Lazar that remain available for such
a combination. Mr. Lazar shall likely defer to the company offering the business combination opportunity.
On February 27, 2019, Custodian Ventures
LLC (the “Seller”) entered into a Stock Purchase Agreement (the “Agreement”) with Zhicheng
RAO (the “Buyer” or “Purchaser”). Pursuant to the Agreement, the Seller sold to the Buyer,
and the Buyer agreed to purchase from the Seller, 2,185,710,000 shares of common stock, par value $0.00001 per share (the “Common
Stock”) of Melt, Inc. (the “Company”), constituting approximately 99% of the issued and outstanding
Common Stock, for an aggregate purchase price of $325,000. The closing of the transactions (the “Closing”) contemplated
by the Agreement occurred and consummated on March 7, 2019. The foregoing description of the Agreement does not purport to describe
all of the terms and provisions thereof and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit
10.1 to this Current Report on Form 8-K filed on April 30, 2019.
The Company filed Amended and Restated
Articles of Incorporation with Nevada Secretary of State on February 26, 2019 to increase the company’s authorized shares
of common stock from 100,000,000 to 10,000,000,000 with a par value of $0.00001 per share. The amended and restated Articles also
authorized 10,000,000 shares of Preferred Stock with a par value of $0.001 per share. The Company issued 2,107,710,000 shares of
restricted common stock to the Seller in a private sale exempt from registration pursuant to Section 4(2) of 1933 Act on February
28, 2019, and thus increased Seller’s shareholding interest in the Company from 78,000,000 shares of common stock to 2,185,710,000
shares of common stock prior to Closing.
The Company filed a Certificate of Amendment
on April 15, 2019 with Nevada Secretary of State to (i) change the Company name from Melt Inc. to Guozi Zhongyu Capital Holdings
Company; (ii) to effectuate a reverse stock split of the Company’s authorized, issued and outstanding shares of Common Stock,
at a ratio of 10-for-1; and (iii) to increase par value of its authorized shares of Common Stock to $0.0001 per share.
Business Objectives of the Company
Since the change of control, the Company
had no business operations. Management has determined to direct its efforts and limited resources to pursue potential new business
opportunities. The Company does not intend to limit itself to a particular industry and has not established any particular criteria
upon which it shall consider a business opportunity.
The Company’s common stock is subject
to quotation on the OTC Pink Sheets under the symbol GZCC. There is currently trading market in the Company’s shares. There
can be no assurance that there will be an active trading market for our securities will continue following the effective date of
this registration statement under the Exchange Act. In the event that an active trading market continues, there can be no assurance
as to the market price of our shares of common stock, whether any trading market will provide liquidity to investors, or whether
any trading market will be sustained.
Management of the Company (“Management”)
would have substantial flexibility in identifying and selecting a prospective new business opportunity. The Company is dependent
on the judgment of its Management in connection with this process. In evaluating a prospective business opportunity, we would consider,
among other factors, the following:
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costs associated with pursuing a new business opportunity;
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growth potential of the new business opportunity;
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experiences, skills and availability of additional personnel necessary to pursue a potential new business opportunity;
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necessary capital requirements;
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the competitive position of the new business opportunity;
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stage of business development;
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the market acceptance of the potential products and services;
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proprietary features and degree of intellectual property; and
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the regulatory environment that may be applicable to any prospective business opportunity.
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The foregoing criteria are not intended
to be exhaustive and there may be other criteria that Management may deem relevant. In connection with an evaluation of a prospective
or potential business opportunity, Management may be expected to conduct a due diligence review.
The time and costs required to pursue new
business opportunities, which includes negotiating and documenting relevant agreements and preparing requisite documents for filing
pursuant to applicable securities laws, cannot be ascertained with any degree of certainty.
Management intends to devote such time
as it deems necessary to carry out the Company’s affairs. The exact length of time required for the pursuit of any new potential
business opportunities is uncertain. No assurance can be made that we will be successful in our efforts. We cannot project the
amount of time that our Management will actually devote to the Company’s plan of operation.
The Company intends to conduct its activities
so as to avoid being classified as an “Investment Company” under the Investment Company Act of 1940, and therefore
avoid application of the costly and restrictive registration and other provisions of the Investment Company Act of 1940 and the
regulations promulgated thereunder.
Company is a Blank Check Company
At present, the Company is a development
stage company with no revenues, no assets and no specific business plan or purpose. The Company’s business plan is to seek
new business opportunities or to engage in a merger or acquisition with an unidentified company. As a result, the Company is a
“blank check company” and, as a result, any offerings of the Company’s securities under the Securities Act of
1933, as amended (the “Securities Act”) must comply with Rule 419 promulgated by the Securities and Exchange Commission
(the “SEC”) under the Act. The Company’s Common Stock is a “penny stock,” as defined in Rule 3a51-1
promulgated by the SEC under the Securities Exchange Act. The Penny Stock rules require a broker-dealer, prior to a transaction
in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information
about Penny Stocks and the nature and level of risks in the penny stock market.
The broker-dealer also must provide the
customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person
in the transaction, and monthly account statements showing the market value of each Penny Stock held in the customer’s account.
In addition, the Penny Stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written
determination that the Penny Stock is suitable for the purchaser and receive the purchaser’s written agreement to the transaction.
These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes
subject to the Penny Stock rules. So long as the common stock of the Company is subject to the Penny Stock rules, it may be more
difficult to sell the Company’s common stock.
We are a “Shell Company,” as
defined in Rule 405 promulgated by the SEC under the Securities Act. A Shell Company is one that has no or nominal operations and
either: (i) no or nominal assets; or (ii) assets consisting primarily of cash or cash equivalents. As a Shell Company, we are restricted
in our use of Registrations on Form S-8 under the Securities Act; the lack of availability of the use of Rule 144 by security holders;
and the lack of liquidity in our stock.
Form S-8
Shell companies are prohibited from using
Form S-8 to register securities under the Securities Act. If a company ceases to be a Shell Company, it may use Form S-8 sixty
calendar days, provided it has filed all reports and other materials required to be filed under the Exchange Act during the preceding
12 months (or for such shorter period that it has been required to file such reports and materials after the company files “Form
10 information,” which is information that a company would be required to file in a registration statement on Form 10 if
it were registering a class of securities under Section 12 of the Exchange Act. This information would normally be reported on
a current report on Form 8-K reporting the completion of a transaction that caused the company to cease being a Shell Company.
Unavailability of Rule 144 for Resale
Rule 144(i) “Unavailability to Securities
of Issuers With No or Nominal Operations and No or Nominal Non-Cash Assets” provides that Rule 144 is not available for the
resale of securities initially issued by an issuer that is a Shell Company. We have identified our company as a Shell Company and,
therefore, the holders of our securities may not rely on Rule 144 to have the restriction removed from their securities without
registration or until the Company is no longer identified as a Shell Company and has filed all requisite periodic reports under
the Exchange Act for the period of twelve (12) months.
As a result of our classification as
a Shell Company, our investors are not allowed to rely on the “safe harbor” provisions of Rule 144, promulgated pursuant
to the Securities Act, so as not to be considered underwriters in connection with the sale of our securities until one year from
the date that we cease to be a Shell Company. This will likely make it more difficult for us to attract additional capital through
subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their
securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.
Very Limited Liquidity of our Common
Stock
Our common stock trades on the OTC Pink
Sheet Market. There is an active market maker in our common stock. However, there is only limited liquidity in our common stock.
We will be deemed a blank check company
under Rule 419 of the Securities Act
The provisions of Rule 419 apply to registration
statements filed under the Securities Act by a blank check company, such as the Company. Rule 419 requires that a blank check company
filing a registration statement deposit the securities being offered and proceeds of the offering into an escrow or trust account
pending the execution of an agreement for an acquisition or merger. While we are not currently registering shares for an offering,
we may do so in the future.
In addition, an issuer is required to file
a post-effective amendment to a registration statement upon the execution of an agreement for an acquisition or merger. The rule
provides procedures for the release of the offering funds, if any, in conjunction with the post effective acquisition or merger.
The obligations to file post-effective amendments are in addition to the obligations to file Forms 8-K to report for both the entry
into a material definitive (non-ordinary course of business) agreement and the completion of the transaction. Rule 419 applies
to both primary and re-sale or secondary offerings.
Within five (5) days of filing a post-effective
amendment setting forth the proposed terms of an acquisition, the Company must notify each investor whose shares are in escrow,
if any. Each such investor then has no fewer than 20 and no greater than 45 business days to notify the Company in writing if they
elect to remain an investor. A failure to reply indicates that the person has elected to not remain an investor. As all investors
are allotted this second opportunity to determine to remain an investor, acquisition agreements should be conditioned upon enough
funds remaining in escrow to close the transaction.
Effecting a business combination
Prospective investors in the Company’s
common stock will not have an opportunity to evaluate the specific merits or risks of any of the one or more business combinations
that we may undertake A business combination may involve the acquisition of, or merger with, a company which needs to raise substantial
additional capital by means of being a publicly trading company, while avoiding what it may deem to be adverse consequences of
undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with
various Federal and State securities laws. A business combination may involve a company which may be financially unstable or in
its early stages of development or growth.
The Company has not identified a target
business or target industry
The Company’s effort in identifying
a prospective target business will not be limited to a particular industry and the Company may ultimately acquire a business in
any industry Management deems appropriate. To date, the Company has not selected any target business on which to concentrate our
search for a business combination. While the Company intends to focus on target businesses in the United States, it is not limited
to U.S. entities and may consummate a business combination with a target business outside of the United States. Accordingly, there
is no basis for investors in the Company’s common stock to evaluate the possible merits or risks of the target business or
the particular industry in which we may ultimately operate. To the extent we effect a business combination with a financially unstable
company or an entity in its early stage of development or growth, including entities without established records of sales or earnings,
we may be affected by numerous risks inherent in the business and operations of financially unstable and early stage or potential
emerging growth companies. In addition, to the extent that we effect a business combination with an entity in an industry characterized
by a high level of risk, we may be affected by the currently unascertainable risks of that industry. An extremely high level of
risk frequently characterizes many industries which experience rapid growth. In addition, although the Company’s Management
will endeavor to evaluate the risks inherent in a particular industry or target business, we cannot assure you that we will properly
ascertain or assess all significant risk factors.
Sources of target businesses
Our Management anticipates that target
business candidates will be brought to our attention from various unaffiliated sources, including securities broker-dealers, investment
bankers, venture capitalists, bankers and other members of the financial community, who may present solicited or unsolicited proposals.
Our Management may also bring to our attention target business candidates. While we do not presently anticipate engaging the services
of professional firms that specialize in business acquisitions on any formal basis, we may engage these firms in the future, in
which event we may pay a finder’s fee or other compensation in connection with a business combination. In no event, however,
will we pay Management any finder’s fee or other compensation for services rendered to us prior to or in connection with
the consummation of a business combination.
Selection of a target business and structuring
of a business combination
Mr. Zhicheng Rao, Co-Chairman of the
Board, owns 99% of the issued and outstanding shares of common stock shares of the Company, the board will have broad flexibility
in identifying and selecting a prospective target business. In evaluating a prospective target business, our board will consider,
among other factors, the following:
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financial condition and results of operation of the target company;
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experience and skill of Management and availability of additional personnel;
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stage of development of the products, processes or services;
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degree of current or potential market acceptance of the products, processes or services;
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proprietary features and degree of intellectual property or other protection of the products, processes or services;
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regulatory environment of the industry; and
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costs associated with effecting the business combination.
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These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above
factors as well as other considerations deemed relevant by our Management in effecting a business combination consistent with our
business objective. In evaluating a prospective target business, we will conduct a due diligence review which will encompass, among
other things, meetings with incumbent Management and inspection of facilities, as well as review of financial and other information
which will be made available to us.
We will endeavor to structure a business
combination so as to achieve the most favorable tax treatment to us, the target business and both companies’ stockholders.
However, there can be no assurance that the Internal Revenue Service or applicable state tax authorities will necessarily agree
with the tax treatment of any business combination we consummate.
The time and costs required to select and
evaluate a target business and to structure and complete the business combination cannot presently be ascertained with any degree
of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which
a business combination is not ultimately completed will result in a loss to us.
Probable lack of business diversification
While we may seek to effect business combinations
with more than one target business, it is more probable that we will only have the ability to effect a single business combination,
if at all. Accordingly, the prospects for our success may be entirely dependent upon the future performance of a single business.
Unlike other entities which may have the resources to complete several business combinations with entities operating in multiple
industries or multiple areas of a single industry, it is probable that we will lack the resources to diversify our operations or
benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single
entity, our lack of diversification may:
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subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact
upon the particular industry in which we may operate subsequent to a business combination, and
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result in our dependency upon the development or market acceptance of a single or limited number of products, processes or services.
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Limited ability to evaluate the target
business’ Management
We cannot assure you that our assessment
of the target business’ Management will prove to be correct. In addition, we cannot assure you that the future Management
will have the necessary skills, qualifications or abilities to manage a public company intending to embark on a program of business
development. Furthermore, the future role of our director, if any, in the target business cannot presently be stated with any certainty.
While it is possible that our director
will remain associated in some capacity with us following a business combination, it is unlikely that he will devote his full efforts
to our affairs subsequent to a business combination. Moreover, we cannot assure you that our director will have significant experience
or knowledge relating to the operations of the particular target business.
Following a business combination, we may
seek to recruit additional managers to supplement the incumbent Management of the target business. We cannot assure you that we
will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or
experience necessary to enhance the incumbent Management.
Our auditors have expressed substantial
doubt about our ability to continue as a going concern
Our audited financial statements for the
years ended December 31, 2019 and 2018, were prepared using the assumption that we will continue our operations as a going concern.
Our independent accountants in their audit report have expressed substantial doubt about our ability to continue as a going concern.
Our operations are dependent on our ability to raise sufficient capital or complete business combination as a result of which we
become profitable. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.
There is not enough cash on hand to fund our administrative expenses and operating expenses for the next twelve months. Therefore,
we may be unable to continue operations in the future as a going concern. If we cannot continue as a viable entity, our stockholders
may lose some or all of their investment in the Company’s shares of common stock.
Competition
In identifying, evaluating and selecting
a target business, we expect to encounter intense competition from other entities having a business objective similar to ours.
Many of these entities are well established and have extensive experience identifying and effecting business combinations, either
directly or through affiliates. Many if not virtually most of these competitors possess far greater financial, human and other
resources compared to our resources. While we believe that there are numerous potential target businesses that we may identify,
our ability to compete in acquiring certain of the more desirable target businesses will be limited by our limited financial and
human resources. Our inherent competitive limitations are expected by Management to give others an advantage in pursuing the acquisition
of a target business that we may identify and seek to pursue. Further, any of these limitations may place us at a competitive disadvantage
in successfully negotiating a business combination. Our Management believes, however, that our status as a reporting public entity
with potential access to the United States public equity markets may give us a competitive advantage over certain privately-held
entities having a similar business objective in acquiring a desirable target business with growth potential on favorable terms.
If we succeed in effecting a business combination,
there will be, in all likelihood, intense competition from existing competitors of the business we acquire. In particular, certain
industries which experience rapid growth frequently attract an increasingly larger number of competitors, including those with
far greater financial, marketing, technical and other resources than the initial competitors in the industry in which we seek to
operate. The degree of competition characterizing the industry of any prospective target business cannot presently be ascertained.
We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively, especially
to the extent that the target business is in a high-growth industry.
Employees
Upon the Changes in Control of Registrant
on March 5, 2019, Mr. David Lazar resigned from the executive officers and sole director positions he held with the Company, and
the Company appointed Zhicheng Rao and Shifei Wang as Co-Chairman of the Board and Long Chen, Qiulin Shi, and Futong Liu as directors
of the Company effective on March 5, 2019.
Mr. David Lazar served as the President,
Secretary, Treasurer and Sole Director.
In addition, upon the Changes in Control,
Long Chen has been appointed as Chief Executive Officer, Qiulin Shi has been appointed as Chief Financial Officer, Lichen Guo has
been appointed as Secretary, and Zen Albert Hong has been appointed as Assist Secretary of the Company effective as of March 6,
2019. Mr. Hong resigned from his position in June 2019.
Management is not obligated to devote any
specific number of hours per week and, in fact, intends to devote only as much time as they deem reasonably necessary to administer
the Company’s affairs until such time as a business combination is consummated. The amount of time management will devote
in any time period will vary based on the availability of suitable target businesses to investigate. We do not intend to have any
full-time employees prior to the consummation of a business combination
Mr. Long Chen, age 46, serves as our director
and Chief Executive Officer. Mr. Chen was business owner of Chen Long Feed Business, an agriculture, processing and feed sales
business located in Yan Cheng City, Jiangsu Province, China from January 2013 until December 2016. Mr. Chen was business owner
of a restaurant in catering chain operation in Nanjing City, Jiangsu Province from January 2016 until December 2018. Mr. Chen received
high school degree from Junior High School She Yang New East of Yan Cheng City, Jiangsu Province in 1991.
Ms. Qiulin Shi, age 62, serves as our director
and Chief Financial Officer. Ms. Shi served as Office Director responsible for company administration of Shenzhen Jiexin Asset
Management Co., Ltd. located in Shenzhen City, China from May 2013 until December 2018. Ms. Shi received high school degree from
JiGuang High School in 1976.
Mr. Lichen Guo, age 26, serves as our Secretary.
Mr. Guo served as graphic designer of Beijing Zhida Tianxia Audiovisual Technology Co., Ltd. responsible for the company’s
daily advertising design and event planning from 2014 to 2015; he served as Director of Sales of Heilongjiang Lefen E-commerce
Co., Ltd. responsible for the establishment and training of the company’s sales team and responsible for the company’s
external investment, regional and merchant investment cooperation from 2015 to 2016; he served as legal representative and Manager
of Daqing Rubik E-commerce Co. from 2016 to 2017; and he served as financial lecturer of Guozi Zhongyu Investment Holdings Co.,
Ltd. responsible for company road show presentations and in-depth analysis of the project from 2017 until today. Mr. Guo received
bachelor’s degree in advertising design major from Harbin University of Commerce in 2015.
Mr. Zen Albert Hong, age 54, serves as
our Assistant Secretary. Mr. Hong served as Senior Consultant of Andersen Consulting, Arthur Andersen & CO.,S.C (now Accenture)
from 1991 to 1995; served as Senior Manager of Deloitte Consulting located in Santa Ana, California from 1996 – 2001; served
as General Manager of Shanghai First Enterprises Corporation. located in Shanghai, China from 2002 – 2006; served as Director
and Senior Vice President of First Enterprises Corporation. located in Hong Kong from 2007 to 2010; served as Chief Executive Officer
of Obsidian Grobal Consulting, Ltd. located in Hong Kong and California from 2011 to 2017; and served as Chief Executive Officer
of Fuquan Investment Management USA Company located in California from 2018 until present. Mr. Hong received Master of Science
degree in Economics major from Northern Illinois University from 1986 to 1989; received Master of Science degree in Management
Information System from Northern Illinois University from 1989 to 1990 and received Master of Business Management/ EMBA from Suzhou
University of Science and Technology located in Suzhou, China from 2006 to 2007. Mr. Hong resigned from his position in June 2019.
Conflicts of Interest
The Company’s Management is not required
to commit its full time to the Company’s affairs. As a result, pursuing new business opportunities may require a longer period
of time than if Management would devote full time to the Company’s affairs. Management is not precluded from serving as an
officer or director of any other entity that is engaged in business activities similar to those of the Company. Management has
not identified and is not currently negotiating a new business opportunity for us. In the future, Management may become associated
or affiliated with entities engaged in business activities similar to those we intend to conduct. In such event, Management may
have conflicts of interest in determining to which entity a particular business opportunity should be presented. In the event that
the Company’s Management has multiple business affiliations, our Management may have legal obligations to present certain
business opportunities to multiple entities. In the event that a conflict of interest shall arise, Management will consider factors
such as reporting status, availability of audited financial statements, current capitalization and the laws of jurisdictions. If
several business opportunities or operating entities approach Management with respect to a business combination, Management will
consider the foregoing factors as well as the preferences of the Management of the operating company. However, Management will
act in what it believes will be in the best interests of the shareholders of the Company. The Company shall not enter into a transaction
with a target business that is affiliated with Management.
Description of Property and Facilities