FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

TABLE OF CONTENTS

EXPLANATORY NOTE

ZYQC Group Holding Limited is filing this General Form for Registration of Securities on Form 10, or this “registration statement,” to register its common stock, par value $0.0001 per share (“Common Stock”), pursuant to Section 12(g) of the Securities Exchange Act of 1934. Unless otherwise mentioned or unless the context requires otherwise, when used in this registration statement, the terms “Company,” “we,” “us,” “our” and “ZYQG” refer to ZYQC Group Holding Limited. 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This following information specifies certain forward-looking statements of management of our Company. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as may, shall, could, expect, estimate, anticipate, predict, probable, possible, should, continue, or similar terms, variations of those terms, or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements.

The market data and other statistical information contained in this registration statement are based on internal Company estimates of our past experience in the industry, general market data, and public information which was not commissioned by us for this filing.

ITEM 1. BUSINESS

Corporate History

ZYQC Group Holding Limited (the “Company”) was incorporated under the laws of the State of Nevada on September 16, 2010 as Titan Gold Corp. On February 25, 2010 the Company amended its articles of incorporation to change its name to Tundra Gold Corp. On January 30, 2019, the Company changed its name to ZYQC Group Holding Limited.  We were previously a mineral exploration company. There do not appear to have been any active business operations from 2013 until the Share Exchange Agreement described below, and there is nothing to indicate the nature of the disposal of the assets. There is therefore uncertainty as to how those assets were disposed of.

On December 21, 2018, John Ballard was appointed custodian by the Eight Judicial Court of the State of Nevada. On February 11, 2019, John Ballard sold 52,000,000 shares of common stock of the Company, representing the controlling interest, to Jun Chen. Mr. Jun Chen was then appointed as the Company CEO, CFO, Secretary, Treasurer and Director.

On February 11, 2019, the board of directors approved a 1 for 1000 reverse stock split of its common stock, to be effected on a certificate by certificate basis with all fractional shares being rounded up to the next whole share.

On March 08, 2019, the company changed its symbol from TNUGD to ZYQG.

On October 8, 2019, the Company entered into a definitive share exchange agreement (the “Share Exchange Agreement”) with ZYQC International Holding Group Limited (“ZYQC”), a Seychelles corporation. Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of ZYQC was exchanged for 300,000,000 shares of common stock of the Company. The former stockholders of ZYQC acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction.  The transaction has been accounted for as a recapitalization of the Company, whereby ZYQC is the accounting acquirer.

Immediately after such share exchange, the Company had a total of 305,103,100 issued and outstanding shares, with authorized share capital for common share of 1,000,000,000.

Also, upon the execution of the Share Exchange Agreement, the Company changed its fiscal year end from April 30 to June 30.

Consequently, the Company has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and ZYQC is now a wholly owned subsidiary.

However, there is change of control in terms of directorship within the operations of the Company after the Share Exchange, as Mr. Liu Yaxuan, Ms. Zhou Aiping, and Mr. Sun Zhenguo are the officers and directors of ZYQC. But Mr. Jun Chen remain as the Company CEO, CFO, Secretary and Treasurer until the next round of board of directors meeting.

Mr. Liu Yaxun has dozens of years’ experience in automobile industry and has experience in car sourcing, sales and maintenance. Mr. Liu Yaxuan has initiated startups in automobile industry over the last ten years, including being the founder of zhongchuang weive technology co., LTD. in 2000, and remaining with the company until 2008, and being the founder of jin kun automobile trading co., LTD. in 2009, and remaining with the company until 2018. Currently, Mr. Liu Yaxuan is in charge of the operation, supply chain management, as well as the distributor system management of ZYQC.

Ms. Zhou Aiping worked as the senior director of Love sea hotel investment management co., LTD. from March 14, 2014 to March 3, 2018. Ms. Zhou Aiping has experience in human resource management and developing investors. Ms. Zhou Aiping is in charge of the human resource management, finance management and investor development for the ZYQC.

Mr. Sun Zhenguo has worked as the senior cross-department communication director for the past 10 years at Shenzhen zhenxing photoelectric co., LTD., and has practical experience in cross-department communication and coordination. Mr. Sun Zhenguo is now responsible for the cross-department coordination and business development management of ZYQC.

The following is the organization structure of ZYQC along with ownership detail and its subsidiaries:

ZYQC (the “ZYQC”), was incorporated in Seychelles on April 4, 2019. It was owned by nine individuals and two entities. Their ownership was as follows:

The Company’s subsidiaries are summarized as follows:

Business Overview

General

The Company has a new retail driven model of providing electric cars and other products with high quality, high affordability and high convenience to our customers. We believe that our disruptive model fulfills the unmet demand for cars and driving in its mass market consumption in China, while allowing us to achieve significant scale and growth.

Technology is at the core of our business. With our centralized technology system, we are able to simplify and standardize our operations, which allows us to improve operational efficiency and quickly expand and scale up our business. We leverage big data analytics and AI to analyze our customer behavior and transaction data, which enables us to continuously enhance our products and services, implement dynamic pricing and improve customer retention. We also leverage our proprietary technologies in store operations and supply chain to support our business, such as new car model selections. The Company provides customers with quality cars and other services. We source cars from well-known suppliers and/or their agents and distributors, such as Beijing Automobile Co., Ltd., BYD Co., Ltd., Hyundai Motor (China) Investment Co., Ltd., SAIC Volkswagen Co., Ltd., and Zhengzhou Yutong Bus Co., Ltd. We also work with reputable partners, such as Zhongtai Holding Group Co., Ltd., Dongfeng Motor Co., Ltd and Nissan (China) Investment Co., Ltd., to provide services, such as car repairs and maintenance. Due to our scale, we are able to source high quality products from our suppliers at competitive prices.

China's new energy vehicle market is currently inadequate. Low quality, high prices and inconvenience have hindered the development of China's new energy vehicle market. We believe that our model has successfully promoted the electronic automobile consumption of the Chinese mass market by solving these pain points. The Company hopes to become China's largest new energy efficient vehicle sales and service provider by the end of 2025.

Our Strengths

We believe that the following strengths can contribute to our success:

We believe that it is important to establish and maintain our own channel resource advantages in the automotive trading process, and we have invested in this aspect. We have a professional car source team, through the operation center to the dealer system of the third-tier cities, to explore customer preferences and promote sales. So far we have more than 100 cooperative operation centers, which not only promote the company's sales, but also use the existing local automotive market resources to provide a stable and reliable source of the car. In the future, we will look to complement the operations center in terms of inventory management, customer resource sharing and value discovery.

Our team consists of a group of people who have been in the automotive market for many years. Their experience and resources behind them have become the driving force for the company's continued development.

Our Challenges

Our ability to achieve our mission and execute our strategies is subject to certain challenges, risks and uncertainties, including:

Employees

As of October 8, 2019, we have 36 employees, including management. We consider our relations with our employees to be good.

Intellectual Property

The Company has the intellectual property listed in Exhibit 99.1

Reports to Security Holders

You may read and copy any materials the Company files with the Commission in the Commission’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be found at http://www.sec.gov.

ITEM 1A. RISK FACTORS.

RISK FACTORS

The statements contained in or incorporated into this Form 10 that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following risks actually occurs, our business, financial condition, or results of operations could be harmed. In that case, the value of our Common Stock could decline, and an investor in our securities may lose all or part of their investment.

Risks Relating to Our Business and Industry.

Our limited operating history may not be indicative of our future growth or financial results and we may not be able to sustain our historical growth rates.

Our limited operating history may not represent our future growth or financial performance. There is no guarantee that we will be able to maintain historical growth rates in the future. Our growth rate may decline for a variety of possible reasons, some of which we have no control over, including reducing customer spending, increasing competition, declining growth in China's auto industry, the emergence of alternative business models, or government policies or overalls. Changes in economic conditions. We will continue to expand our product range to bring greater convenience to our customers and increase our customer base and transaction volume. However, the implementation of our expansion plan will be affected by uncertainty. For the above reasons, the total number of goods sold and the number of trading customers may not increase at the rate we expect. In addition, because our business model is innovative in China's automotive sales industry, it adds to the difficulty of assessing our business and future prospects based on our past operations or financial performance.

As we continue to grow rapidly, we will continue to encounter challenges in implementing our managerial, operating and financial strategies to keep up with our growth.

The major challenges in managing our business growth include, among other things:

We believe that recognition of our brand among customers has helped us manage our customer acquisition costs and contributed to the growth and success of our business. Accordingly, maintaining, protecting and enhancing the recognition of our brand is critical to our business and market position. Many factors, some of which are beyond our control, are important to maintaining, protecting and enhancing our brand. These factors include but not limited to our ability to:

We may increasingly become the target of public scrutiny, including complaints against regulators, negative media coverage, and malicious allegations, all of which can seriously damage our reputation and have a significant adverse impact on our business and prospects.

Any negative publicity or regulations would have a material adverse effect on our ability to generate revenue and to continue to grow. It could reduce our customer base significantly.

A major disruption in the operation of third-party vendors and partners could disrupt our operations.

Our limited operational control of third-party suppliers and other business partners, and any significant disruption to operations may adversely affect our operations. For example, a severe disruption in the operation of our vehicle suppliers may result in a shortage of our products, and a major disruption in the operation of the Internet Service Provider may affect the operation of our applications. If we are unable to resolve the impact of disruptions to the operation of third-party vendors or service providers, our business operations and financial results may be materially and adversely affected.

Our business generates and processes a large amount of data, which subjects us to governmental regulations and other legal obligations related to privacy, information security and data protection. Any improper use or disclosure of such data by us, our employees or our business partners could subject us to significant reputational, financial, legal and operational consequences.

Data breaches would cause a significant reduction in our customer confidence and could lead to a reduction in revenue and growth. Additionally, governmental regulations related to data retention and collection could increase our costs of doing business in a material manner.

We are subject to regulations, and future regulations may impose additional requirements and obligations on our business or otherwise materially and adversely affect our business, reputation, financial condition and results of operations.

We are subject to regulations regarding a variety of aspects of the Company’s business including taxation, environmental and safety. Changes or additions to such regulations would cause a material increase in the Company’s overhead.

Risks associated with doing business in China

Changes in China's economic, political or social conditions or government policies may have a material adverse effect on our business and operations.

Substantially all of our assets and operations are located in China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China's economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

While the Chinese economy has experienced significant growth over past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our business and operating results, lead to a reduction in demand for our products and adversely affect our competitive position. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in China, which may adversely affect our business and operating results.

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value. Therefore, the Company’s susceptibility to such laws is unknown.

In 1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investment in China. However, China has not developed a fully integrated legal system, and recently enacted laws, rules and regulations may not sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory agencies. In particular, because these laws, rules and regulations are relatively new, and because of the limited number of published decisions and the nonbinding nature of such decisions, and because the laws, rules and regulations often give the relevant regulator significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent and unpredictable. In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation.

Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered and could materially and adversely affect our business, financial condition and results of operations.

Foreign ownership of certain types of businesses is subject to restrictions under applicable PRC laws, rules and regulations.

Although the structure we have adopted is consistent with industry practice, and is commonly adopted by comparable companies in China, the PRC government may not agree that these arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future.

We may be subject to liability for placing advertisements with content that is deemed inappropriate or misleading under PRC laws.

It is uncertain whether any new PRC laws, rules or regulations relating to corporate structures will be adopted or if adopted, what they would provide. If we or any of our subsidiaries are found to be in violation of any existing or future PRC laws, rules or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including revoking the business and operating licenses of our PRC subsidiaries, requiring us to discontinue or restrict our operations, restricting our right to collect revenue, blocking one or more of our websites, requiring us to restructure our operations or taking other regulatory or enforcement actions against us. The imposition of any of these measures could result in a material adverse effect on our ability to conduct all or any portion of our business operations. In addition, it is unclear what impact the PRC government actions would have on us and on our ability to consolidate the financial results of any of our subsidiaries in our consolidated financial statements, if the PRC government authorities were to find our legal structure and contractual arrangements to be in violation of PRC laws, rules and regulations. If the imposition of any of these government actions causes us to lose our right to direct the activities of any of our material subsidiaries or otherwise separate from any of these entities and if we are not able to restructure our ownership structure and operations in a satisfactory manner, we would no longer be able to consolidate the financial results of our subsidiaries in our consolidated financial statements. Any of these events would have a material adverse effect on our business, financial condition and results of operations.

Any failure by our subsidiaries or their equity holders to perform their obligations under the contractual arrangements would have a material adverse effect on our business, financial condition and results of operations.

The contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration or court proceedings in China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce the contractual arrangements. Under PRC law, if the losing parties fail to carry out the arbitration awards or court judgments within a prescribed time limit, the prevailing parties may only enforce the arbitration awards or court judgments in PRC courts, which would require additional expense and delay. If we cannot enforce the contractual arrangements, we may not be able to exert effective control over the subsidiaries, and our ability to conduct our business, as well as our financial condition and results of operations, may be materially and adversely affected.

We may be subject to additional contributions of social insurance and housing fund and late payments and fines imposed by relevant governmental authorities. Non-compliance with labor-related laws and regulations of the PRC may have an adverse impact on our financial condition and results of operation.

In accordance with the PRC Social Insurance Law and the Regulations on the Administration of Housing Fund and other relevant laws and regulations, China establishes a social insurance system and other employee benefits including basic pension insurance, basic medical insurance, work-related injury insurance, unemployment insurance, maternity insurance, housing fund, and a handicapped employment security fund, or collectively the Employee Benefits. An employer shall pay the Employee Benefits for its employees in accordance with the rates provided under relevant regulations and shall withhold the social insurance and other Employee Benefits that should be assumed by the employees. For example, an employer that has not made social insurance contributions at a rate and based on an amount prescribed by the law, or at all, may be ordered to rectify the non-compliance and pay the required contributions within a stipulated deadline and be subject to a late fee of up to 0.05% or 0.2% per day, as the case may be. If the employer still fails to rectify the failure to make social insurance contributions within the stipulated deadline, it may be subject to a fine ranging from one to three times of the amount overdue.

Under the Social Insurance Law and the Regulations on the Administration of Housing Fund, PRC subsidiaries shall register with local social insurance agencies and register with applicable housing fund management centers and establish a special housing fund account in an entrusted bank. Both PRC subsidiaries and their employees are required to contribute to the Employee Benefits.

As the interpretation and implementation of labor-related laws and regulations are still evolving, we cannot assure you that our employment practice does not and will not violate labor-related laws and regulations in China, which may subject us to labor disputes or government investigations. If we are deemed to have violated relevant labor laws and regulations, we could be required to provide additional compensation to our employees and our business, financial condition and results of operations could be materially and adversely affected.

The equity holders, directors and executive officers of the subsidiaries, as well as our employees who execute other strategic initiatives may have potential conflicts of interests with the Company.

If any of the equity holders, directors and executive officers of the Company’s subsidiaries, as well as our employees who execute other strategic initiatives, have a conflict of interests with the Company, they may bring an opportunity elsewhere. Thereby, the Company would lose out on the business.

The custodians or authorized users of our controlling non-tangible assets, including chops and seals, may fail to fulfill their responsibilities, or misappropriate or misuse these assets.

Failure by the Company’s custodians or authorized users to fulfill their responsibilities, or misappropriate or misuse our non-tangible assets, such as our intellectual property, could damage our reputation or cause us to undertake expensive civil litigation.

Under PRC law, legal documents for corporate transactions, including agreements and contracts are executed using the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with relevant PRC industry and commerce authorities.

To ensure the use of our seals and seals, we have established internal control procedures and rules for the use of these seals and seals. If a seal and seal are to be used, the responsible person will submit an application through our office automation system, and the application will be verified and approved by an authorized employee in accordance with our internal control procedures and rules. In addition, in order to maintain the physical security of the seals, we usually store them in a secure location that only authorized employees can access. Although we monitor these authorized employees, these procedures may not be sufficient to prevent all abuse or negligence. Our employees are at risk of abuse of authority. For example, any employee who acquires, abuses or misappropriates our seals and seals or other controlling intangible assets for any reason, we may suffer from disruption of normal business operations, and we may have to take a company Or legal action, this can cost a lot of time and money. Resolve and transfer resources for managing resources.

We may incur material product liability claims, that could increase our costs and harm our financial condition and operation results.

Product liability claims from our customers would increase our expenses for the related litigation, any settlements, and required improvements. This would reduce the Company’s net profit.

Future inflation in China may inhibit our ability to conduct business in China.

In recent years, the Chinese economy has experienced periods of rapid expansion and highly fluctuating rates of inflation. During the past ten years, the rate of inflation in China has been as high as 20.7% and as low as -2.2%. These factors have led to the adoption by the Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our products and our company.

Risks Related to the Market for our Stock

The OTC and share value

Our Common Stock trades over the counter, which may deprive stockholders of the full value of their shares. Our stock is quoted via the Over-The-Counter (“OTC”) Pink Sheets. Therefore, our Common Stock is expected to have fewer market makers, lower trading volumes, and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for our Common Stock.

Low market price

A low market price would severely limit the potential market for our Common Stock. Our Common Stock may trade at a price below $5.00 per share, subjecting trading in the stock to certain Commission rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock 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. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. 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. The additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our Common Stock.

Lack of market and state blue sky laws

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws. The holders of our shares of Common Stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the shares available for trading on the OTC, investors should consider any secondary market for our securities to be a limited one. We intend to seek coverage and publication of information regarding our Company in an accepted publication which permits a “manual exemption.” This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer’s balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor’s, Moody’s Investor Service, Fitch’s Investment Service, and Best’s Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont, and Wisconsin.

Accordingly, our shares of Common Stock should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

Penny stock regulations

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our Common Stock. The Commission has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our Common Stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the Commission relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our Common Stock will qualify for exemption from the Penny Stock Rule. In any event, even if our Common Stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the Commission the authority to restrict any person from participating in a distribution of penny stock, if the Commission finds that such a restriction would be in the public interest.

Rule 144 Risks

Sales of our Common Stock under Rule 144 could reduce the price of our stock. There are 305,103,100 issued and outstanding shares of our Common Stock held by affiliates that Rule 144 of the Securities Act defines as restricted securities.

These shares will be subject to the resale restrictions of Rule 144, should we hereinafter cease being deemed a “shell company”. In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than 1.0% of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of Common Stock under Rule 144 could reduce prevailing market prices for our securities.

No audit or compensation committee

Because we do not have an audit or compensation committee, stockholders will have to rely on our entire Board of Directors, none of which are independent, to perform these functions. We do not have an audit or compensation committee comprised of independent directors. Indeed, we do not have any audit or compensation committee. These functions are performed by our Board of Directors as a whole. No members of our Board of Directors are independent directors. Thus, there is a potential conflict in that Board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

Security laws exposure

We are subject to compliance with securities laws, which exposes us to potential liabilities, including potential rescission rights. We may offer to sell our shares of our Common Stock to investors pursuant to certain exemptions from the registration requirements of the Securities Act, as well as those of various state securities laws. The basis for relying on such exemptions is factual; that is, the applicability of such exemptions depends upon our conduct and that of those persons contacting prospective investors and making the offering. We may not seek any legal opinion to the effect that any such offering would be exempt from registration under any federal or state law. Instead, we may elect to relay upon the operative facts as the basis for such exemption, including information provided by investor themselves.

If any such offering did not qualify for such exemption, an investor would have the right to rescind its purchase of the securities if it so desired. It is possible that if an investor should seek rescission, such investor would succeed. A similar situation prevails under state law in those states where the securities may be offered without registration in reliance on the partial preemption from the registration or qualification provisions of such state statutes under the National Securities Markets Improvement Act of 1996. If investors were successful in seeking rescission, we would face severe financial demands that could adversely affect our business and operations. Additionally, if we did not in fact qualify for the exemptions upon which we have relied, we may become subject to significant fines and penalties imposed by the Commission and state securities agencies.

No cash dividends

Because we do not intend to pay any cash dividends on our Common Stock, our stockholders will not be able to receive a return on their shares unless they sell them. We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on shares of our Common Stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares of our Common Stock when desired.

Delayed adoption of accounting standards

We have delayed the adoption of certain accounting standards through an opt-in right for emerging growth companies. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, which allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

ITEM 2. FINANCIAL INFORMATION

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Financial Statements of our Company and notes thereto included elsewhere in this Form 10.

Forward Looking Statements

The following information specifies certain forward-looking statements of the management of our Company. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as may, shall, could, expect, estimate, anticipate, predict, probable, possible, should, continue, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information statement have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. We cannot guaranty that any of the assumptions relating to the forward-looking statements specified in the following information are accurate, and we assume no obligation to update any such forward-looking statements. Such forward-looking statements include statements regarding our anticipated financial and operating results, our liquidity, goals, and plans.

All forward-looking statements in this Form 10 are based on information available to us as of the date of this report, and we assume no obligation to update any forward-looking statements.

Overview

With the development of China's economy, the auto market continues to grow rapidly. In 2000, China’s car sales were only 2.069 million, ranking eighth in the world. In 2009, China's auto sales reached 13,379,100, making it the world's largest auto producer for the first time. In 2012-2018, China's auto sales volume was 19,306,400, 21,841,100, 23,419,900 and 24,569,600, with a growth rate of 33%, 13.87%, 6.86% and 4.71%. (The data source and analysis are derived from the "2019-2025 China Automotive Market Special Research and Investment Direction Research Report".

Data shows that from January to August 2019, the production and sales of new energy vehicles in China were 799,000 and 793,000, respectively, an increase of 31.6% and 32.0% over the same period of the previous year. Among them, the production and sales of pure electric vehicles completed 643,000 and 629,000 respectively, up 41.4% and 40.8% over the same period of the previous year; the production and sales of plug-in hybrid vehicles were 155,000 and 163,000, compared with the same period of last year. The growth rate was 1.6% and 5.7%; the production and sales of fuel cell vehicles were 1,194 and 1,125 respectively, an increase of 7.0 times and 7.3 times respectively over the same period of the previous year. (The data source and analysis are derived from the “China's New Energy Vehicle Industry Market Prospect and Investment Strategic Planning Analysis Report” issued by Prospective Industry Research Institute.

According to the comparison of the number of thousand people and the per capita GDP, China is still at a lower level of automobile consumption. Compared with emerging economies, the Chinese auto market is gestating huge potential for consumption.

According to estimates, the second- and third-tier cities that the Company is developing have become an important growth point for China's automobile consumption since 2016. Among them, the cities below the third-line have the highest car purchase rate, reaching 36%, and the replacement rate has reached 39%.

The Company's world-leading one-stop car service technology sharing platform & service ecosystem could change the current automotive market, corporate development and social life by online and offline high-quality service application systems.

Liquidity and Capital Resources

At June 30, 2019, we had $5,134,962 in current assets compared to $49,709 at June 30, 2018. Current liabilities at June 30, 2019 totaled $1,354,158 compared to $588,923 at June 30, 2018.

As of June 30, 2019, the Company had $1,419,254 in cash and cash equivalents. The Company had negative operating cash flow of $3,828,463 for the year ended June 30, 2019.

The Company intends to meet the cash requirements for the next 12 months from the issuance date of the consolidated financial statements through cash generated from operations and support by the shareholders and related parties for the Company’s operation needs. The Company will focus on improving operational efficiency and cost reductions, developing new customers and enhancing marketing efficiency.

Net Cash Used in Operating Activities

For the year ended June 30, 2019, $3,828,463 net cash used in operating activities was primarily attributable to our net loss of $2,844,894, adjusted by non-cash items of depreciation of $39,261 and provision of bad debt allowance of $111,771. It also attribute to other receivable increased of $1,888,090 due to advanced payments for customers, offset by advanced from customers increased by $1,005,097.

For the year ended June 30, 2018, $25,425 net cash used in operating activities was primarily attributable to our net loss of $505,659, adjusted by non-cash items of depreciation of $579. Offset by accrued expense and other current liabilities increased by $348,261 and advance from customers increased by $162,164.

Net Cash Used in Investing Activities

For the year ended June 30, 2019, net cash used in investing activities of $2,033,940 was primarily the result of loan to a third party of $1,667.563, purchase of property, plant and equipment of $204,492, and loan to a related party of $161,885.

For the year ended June 30, 2018, net cash used in investing activities of $41,043 was the result of purchase of property, plant and equipment.

Net Cash Provided by Financing Activities

For the year ended June 30, 2019, net cash provided by financing activities was $7,169,054. It was mainly the result of capital injection by shareholder of $7,244,306, offset by repayment of loans to related parties of $75,252.

For the year ended June 30, 2018, net cash provided by financing activities was $78,220. It was the result of loans from related parties.

CONTRACTUAL OBLIGATION

Operating lease

The Company leases an office under a non-cancelable operating lease agreement. The rental expense for the years ended June 30, 2019 and 2018 was $426,095 and $73,816, respectively. All leases are on a fixed repayment basis. None of the leases include contingent rentals.

Minimum future commitments under these agreements as of June 30, 2019 are as follows:

We will now have to meet all the financial disclosure and reporting requirements associated with being a publicly reporting company. Our management will have to spend additional time on policies and procedures to make sure our Company is compliant with various regulatory requirements, especially that of Section 404 of the Sarbanes-Oxley Act. This additional corporate governance time required of management could limit the amount of time management has to implement our business plan and may impede the speed of our operations.

Results of Operations

We generated net revenue of $1,850,333 and $9,908, for the years ended June 30, 2019 and 2018, respectively. The increase was due to the fact that the Company started operation in April 2018 and the revenue generated grew during the year ended June 30, 2019. For the year ended June 30, 2019, our operating expenses were $4,629,369, compared to $507,773 for the year ended June 30, 2018. The increase was due to the Company’s operations expanding during the year ended June 30, 2019. As a result, we have reported net loss of $2,844,894 for the year ended June 30, 2019 and $505,659 for the year ended June 30, 2018.

The following table shows key components of the results of operations during the years ended June 30, 2019 and 2018 of ZYQC International Holding Group Limited (the “Company”), in US Dollars (“$”):

Net revenue

The net revenue was $1,850,333 for the year ended June 30, 2019, compared to $9,908 for the year ended June 30, 2018. The Company started operation from April 2018 and less revenue incurred during the year ended June 30, 2018.

Cost of revenue

The cost of revenue was $64,575 for the year ended June 30, 2019, compared to $7,519 for the year ended June 30, 2018. It mainly consisted of commission and training cost related to brand service. The increase mainly due to the Company started operation from April 2018.

Operating Expenses

Total operating expenses were $4,629,369 for the year ended June 30, 2019, compared to $507,773 for the year ended June 30, 2018. The increase in operating expenses was $4,121,596, representing 812% increase. This was mainly attributable to increase in selling and marketing expenses, and general and administrative expenses.

Selling and Marketing Expenses

Selling and marketing expenses mainly consist of advertising and promotional expenditures, commission related to revenue, exhibition and advertising expenses.

Selling and marketing expenses were $1,887,712 for the year ended June 30, 2019, compared to $46,481 for the year ended June 30, 2018. The increase in sales and marketing expenses from the year ended June 30, 2018 to the year ended June 30, 2019 was $1,841,231. The selling and marketing expenses increased in line with the revenue increase.

General and Administrative Expenses

General and administrative expenses mainly consist of salary and benefits expenses, consulting fees and office rental expenses.

General and administrative expenses were $2,741,657 for the year ended June 30, 2019, compared to $461,292 for the year ended June 30, 2018. The increase of general and administrative expenses from the year ended June 30, 2018 to the year ended June 30, 2019 was $2,280,365, representing a 494% increase. The general and administrative expenses increased mainly due to the Company’s operation expanded during the year ended June 30, 2019 and more consulting fees, rental expenses and staff cost incurred.

Loss from Operations

As a result of the foregoing, we had a net loss from operations for the year ended June 30, 2019 of $2,843,611, compared to $505,384 for the year ended June 30, 2018.

Other Expenses

Other expense was $1,283 for the year ended June 30, 2019, compared to $275 for the year ended June 30, 2018.

Income Tax Expense

The major operating entities, being incorporated in the PRC, are governed by the income tax law of the PRC and is subject to PRC enterprise income tax. The EIT rate of PRC is 25%, which applies to both domestic and foreign invested enterprises. Income tax expense was $nil for the year ended June 30, 2019 and 2018 due to there was operating losses and the Company believed that it is more likely than not that the losses could be recovered and allowance for the deferred tax has been accrued.

Net Loss

For the year ended June 30, 2019, we had net loss of $2,844,894, compared to the net loss of $505,659, for the year ended June 30, 2018. The increase in net loss was due to an increase in loss from operations for the year ended June 30, 2019, as mentioned above.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors.

Critical Accounting Policies and Estimates

See Note 3 to the Consolidated Financial Statements included herewith.

The SEC has defined a company’s critical accounting policies as the ones that are most important to the portrayal of the Company’s financial condition and results of operations and which require the Company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified the critical accounting policies and judgments addressed below. We also have other key accounting policies that are significant to understanding our results. For additional information, see Note 1 - Summary of Significant Accounting Policies.

The following are deemed to be the most significant accounting policies affecting the Company.

Basis of preparation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied.

Principles of consolidation

The consolidated financial statements include the accounts of all the subsidiaries of the Company. All transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation.

Use of estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates. Significant items subject to such estimates and assumptions include allowance of doubtful accounts and the estimated useful lives of long-lived assets.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, cash in bank with no restrictions, as well as highly liquid investments which are unrestricted as to withdrawal or use, and which have remaining maturities of three months or less when initially purchased.

Accounts receivable

Accounts receivables are stated at the amount the Company expect to collect. An allowance for doubtful accounts is recorded based on a combination of historical experience and information on customer accounts. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company have historically experienced little, if any, uncollectible receivables to date.

Inventory

The Company values its inventories at the lower of cost or net realizable value.

Inventories consist of mainly uniform and navigation GPS.

Where there is evidence that the utility of inventories, in their disposal in the ordinary course of business, will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels, or other causes, the inventories are written down to net realizable value. Any idle facility costs or excessive spoilage are recorded as current period charges.

The Company had no impairment charges for the years ended June 30, 2019 and 2018.

Property, plant and equipment, net

Zhongyuan Automobile’s property and equipment are recorded at cost less accumulated depreciation with no residual value.

Zhongyuan Automobile’s property and equipment are recorded at cost less accumulated depreciation with 5% residual value. Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets:

When property and equipment are retired or otherwise disposed of, resulting gain or loss is included in net income or loss in the year of disposition for the difference between the net book value and proceeds received thereon. Maintenance and repairs which do not improve or extend the expected useful lives of the assets are charged to expenses as incurred.

Revenue recognition

The Company adopted ASC Topic 606, “Revenue from Contracts with Customers”, applying the modified retrospective method.

In accordance with ASC Topic 606, revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. In determining when and how much revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; (5) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company did not control the specified goods before that is transferred to the customers and the Company is an agent. The trading service facilitation revenue should be recognized on a net basis.

The Company does not believe that significant management judgements are involved in revenue recognition, but the amount and timing of the Company’s revenues could be different for any period if management made different judgments or utilized different estimates. Generally, the Company recognizes revenue under ASC Topic 606 for its performance obligation.

The trading service facilitation revenue are derived principally from providing facilitation service to customers, the Company recognizes revenue upon the end customers obtained the vehicle certificates, when the Company fulfill the obligation.

The brand service revenue is recognized ratably over the period the brand is provided and, as such, the Company considers the services to have been delivered (“over time”).

Advertising, Sales and Marketing Costs

Advertising, sales and marketing costs consist primarily of costs for the promotion of corporate image and service marketing. The Company expensed all marketing and advertising costs as incurred.

Income taxes

The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, the provision for income taxes represents income taxes paid or payable (or received or receivable) for the current year plus the change in deferred taxes during the year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid, and result from differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when enacted.

Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. In evaluating the need for a valuation allowance, management considers all potential sources of taxable income, including income available in carryback periods, future reversals of taxable temporary differences, projections of taxable income, and income from tax planning strategies, as well as all available positive and negative evidence. Positive evidence includes factors such as a history of profitable operations, projections of future profitability within the carryforward period, including from tax planning strategies, and the Company’s experience with similar operations. Existing favorable contracts and the ability to sell products into established markets are additional positive evidence. Negative evidence includes items such as cumulative losses, projections of future losses, or carryforward periods that are not long enough to allow for the utilization of a deferred tax asset based on existing projections of income. Deferred tax assets for which no valuation allowance is recorded may not be realized upon changes in facts and circumstances, resulting in a future charge to establish a valuation allowance.

Tax benefits related to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefits meet a more likely than not threshold. Otherwise, these tax benefits are recorded when a tax position has been effectively settled, which means that the statute of limitation has expired or the appropriate taxing authority has completed their examination even though the statute of limitations remains open. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized.

Value added taxes (“VAT”)

 .

For the year ended June 30, 2019 and 2018, the Company’s revenues are subject to VAT rates of 3%. The Company is also subject to surcharges, which includes urban maintenance and construction taxes and additional education fees on VAT payable in accordance with PRC law. The surcharges are at the rate of 12% of the VAT payable, depending on which tax jurisdiction the Company’s PRC operating entities operate in.

Related parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Foreign currency transactions and translations

An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. The functional currency of the Company is the Renminbi (“RMB’), and PRC is the primary economic environment in which the Company operates. The reporting currency of these consolidated financial statements is the United States dollar (“US Dollars” or “$”).

For financial reporting purposes, the financial statements of the Company, which are prepared using the RMB, are translated into the Company’s reporting currency, the United States Dollar. Assets and liabilities are translated using the exchange rate at each balance sheet date.  Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity.

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 transactions. The resulting exchange differences are included in the determination of net loss of the consolidated financial statements for the respective periods.

The exchange rates used for foreign currency translation were as follows (US Dollars $1 = RMB):

No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.

Comprehensive Income

Comprehensive income is defined as the change in equity of the Company during a period from transactions and other events and circumstances excluding those resulting from investments by and distributions to shareholders. Accumulated other comprehensive income (loss), as presented on the accompanying consolidated balance sheets, only consists of cumulative foreign currency translation adjustment.

Fair Value Measurements

The Company’s financial instruments are accounted for at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels of the fair value hierarchy are described below:

There were no transfers between level 1, level 2 or level 3 measurements for the years ended June 30, 2019 and 2018.

As of June 30, 2019 and 2018, none of the Company’s nonfinancial assets or liabilities was measured at fair value on a nonrecurring basis.

The carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, accounts receivables, other receivables, prepayment, accrued expenses and other liabilities, are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available.

Employees

We currently have 36 employees, one of whom is officers and directors. We anticipate hiring additional employees in the next twelve months. We anticipate hiring necessary personnel based on an as needed basis only on a per contract basis to be compensated directly from revenues.

Off-Balance Sheet Arrangements

During the years ended June 30, 2019 and June 30, 2018 we did not engage in any off-balance sheet arrangements as defined in item 303(a)(4) of the Commission’s Regulation S-K.

ITEM 3. PROPERTIES.

Our mailing address is Floor 4, Block C, Huabaoyihao Building, Futian Free Trade Zone, Futian District, Shenzhen China.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of October 16, 2019, certain information concerning the beneficial ownership of our Common Stock by: (i) each stockholder known by us to own beneficially 10.0% or more of our outstanding Common Stock; (ii) each director; (iii) each named executive officer; and (iv) all of our executive officers and directors as a group, and their percentage ownership:

There are no other officer or director, or 10% shareholders.

Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the stockholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 305,103,100 shares of common stock outstanding as of September 30, 2019.

The mailing address of the stockholders referenced in the chart above is Floor 4, Block C, Huabaoyihao Building, Futian Free Trade Zone, Futian District, Shenzhen, China.

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS.

Mr. Jun Chen was appointed Chairman of the Board and the sole officer and director.

Jun Chen - Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, Director

Mr. Jun Chen, age 41, Jun Chen has worked as the General manager of Shenzhen JunJiaCheng Enterprises Management Co., Ltd. He is responsible for the company's business management, trade as well as management solutions for customers and has been highly appreciated by the customers.

Jun Chen has also offered legal services for international companies like ATMD Ltd, "K" Line (Hong Kong) Ltd, IMEDCO Technology Co. Ltd, TOYOFLEX (H.K)CO.LTD, SHARP ELECTRONICS(MALAYSIA) SDN. BHD, SMK, STAR MICRONICS CO LTD, Wah Shing (BVI) Ltd and IMEDCO Technology Co. Ltd.

From 2015, he has been the Senior Partner and Executive Director of Management Committee of Guangdong LianRui Law firm/ Xin Rui Service Group and Senior Consultant of Taiwan Production Industrial Association. From 2016, he has been the Senior Consultant of Hong Kong Council for the Promotion Trade. From 2017, he has been the Standing Director of Shenzhen Municipal Purchase Association.

We do not have an audit or compensation committee comprised of independent directors as our Company qualifies for an exemption from these requirements. Indeed, we do not have any audit or compensation committee. These functions are performed by our Board of Directors as a whole.

All directors serve 1 yr. terms.

Amount due from related parties:

Amount due to related parties:

1. Loans from related parties

During years ended June 30, 2019 and 2018, loans from Zhou Aiping and Liu Yaxuan in the amount of $nil and $78,220, respectively.

2. Repayment of loans to related parties

During years ended June 30, 2019 and 2018, repayment of loans to Zhou Aiping and Liu Yaxuan in the amount of $75,252 and $nil, respectively.

3. Loan to a related party

During years ended June 30, 2019 and 2018, loan to Zhou Aiping in the amount of $161,885 and $nil, respectively.

Director Independence

We are not currently listed on any national securities exchange that has a requirement that our Board of Directors be independent. At this time, we do not have an “independent director” as that term is defined under the rules of the NASDAQ Capital Market.

ITEM 8. LEGAL PROCEEDINGS.

None.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

a. Market information.

We trade on the Over the Counter Market (“OTC Market”) under the symbol “ZYQG”. To have our securities quoted on the over-the-counter venture market (“OTCQB”) we must: (1) be a company that reports its current financial information to the Commission, banking regulators, or insurance regulators; and (2) have at least one market maker who completes and files a Form 211 with FINRA. The OTC Market differs substantially from national and regional stock exchanges because it: (a) operates through communication of bids, offers, and confirmations between broker-dealers, rather than one centralized market or exchange; and (b) securities admitted to quotation are offered by one or more broker-dealers rather than “specialists” which operate in stock exchanges.

b. Dividends.

We have not issued any dividends, and have no plans of paying cash dividends in the future.

c. Holders

As of October 16, 2019, we had 41 shareholders of our common shares, including the shares held in street name by brokerage firm. The holders of common share are entitled to one vote for each share held for record on all matters submitted to a vote of shareholders. Holders of the common share have no pre-emptive rights and no right to convert their common share into any other securities. There are no redemption or sinking fund provisions applicable to the common share.

Only common shares were issued and outstanding at the time of reverse merger activity. The effect of the transaction is indicated under share issuance column.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.

None.

ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED.

Common Stock

We are authorized to issue 1,000,000,000 million common shares at a par value of $.0001. As of October 16, 2019 there are 305,103,100 common shares outstanding and no preferred shares outstanding. Each holder of Common Stock shall be entitled to one vote per share.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our Certificate of Incorporation and Bylaws provide for the indemnification of present or former directors or officers to the fullest extent permitted by Nevada law, against all expense, liability, and loss reasonably incurred or suffered by such officers or directors in connection with any action against such officers or directors. Currently we do not maintain director and officer liability insurance.

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of
ZYQC International Holding Group Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ZYQC International Holding Group Limited (the “Company”) as of June 30, 2019 and 2018, and the related consolidated statements of operations and comprehensive loss, statements of changes in stockholders’ equity and consolidated statements of cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial positions of ZYQC International Holding Group Limited as of June 30, 2019 and 2018, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter - Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, although the Company has limited operations, it has not yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2. 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 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 audits 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 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 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 audits 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 audits provide a reasonable basis for our opinion.

/s/ Yu Certified Public Accountant PC

We have served as the Company's auditor since 2019.

New York, New York

September 12, 2019

See accompanying notes to the consolidated financial statements. 

See accompanying notes to the consolidated financial statements.

See accompanying notes to the consolidated financial statements.

See accompanying notes to the consolidated financial statements.

ZYQC International Holding Group Limited

Notes to Consolidated Financial Statements

(Amounts in US$ unless otherwise noted)

NOTE 1. DESCRIPTION OF BUSINESS AND ORGANIZATION 

ZYQC International Holding Group Limited (“ZYQC International”), was incorporated on April 4, 2019 in Seychelles.

The Company’s wholly owned subsidiary, Zhongyuanchuang Trading Co., Ltd. (“Zhongyuanchuang”) was incorporated in the Hong Kong. On June 21, 2019, ZYQC International became the parent holding company of a group of companies comprised of Zhongyuanchuang Trading Co., Ltd., a Hong Kong company (“Zhongyuanchuang”), which is the parent company of Shandong Zhongyuanweilai Automotive Techonology Co., Ltd., a wholly foreign-owned enterprise (“WFOE”) established in the PRC (“Shandong Zhongyuanweilai”, “WFOE”).

Zhongyuan Automobile Trading Co., Ltd. (“Zhongyuan Automobile”), was incorporated on April 17, 2018 registered in Shenzhen City, Guangdong province, under the laws of the PRC. The Company is wholly-owned by Shandong zhongyuan future automobile technology co., Ltd.

NOTE 2. GOING CONCERN

As of June 30, 2019, the Company had $1,419,254 in cash and cash equivalents. The Company has net loss and negative operating cash flow for the year ended June 30, 2019. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company’s principal sources of liquidity have been cash provided by operating activities, as well as support from related parties. The Company’s operating results for future periods are subject to numerous uncertainties and it is uncertain if the Company will be able to maintain profitability and continue growth for the foreseeable future. If management is not able to increase revenue and/or manage operating expenses in line with revenue forecasts, the company may not be able to maintain profitability.

The Company will focus on improving operation efficiency and cost reduction, developing new business and enhancing marketing function. Actions include developing more customers, as well as cost reduction.

The Company believes that available cash and cash equivalents, the cash provided by operating activities, together with actions as developing more customers and create synergy of the Company’s resources, should enable the Company to meet presently anticipated cash needs for at least the next 12 months after the date that the financial statements are issued and the Company has prepared the consolidated financial statements on a going concern basis. If the Company encounters unforeseen circumstances that place constraints on its capital resources, management will be required to take various measures to conserve liquidity, which could include, but not necessarily be limited to, obtaining financial support from related parties and controlling overhead expenses. Management cannot provide any assurance that the Company will raise additional capital if needed.

NOTE 3. SUMMARIES OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied.

The consolidated financial statements include the accounts of all the subsidiaries of the Company. All transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates. Significant items subject to such estimates and assumptions include allowance of doubtful accounts and the estimated useful lives of long-lived assets.

Cash and cash equivalents consist of cash on hand, cash in bank with no restrictions, as well as highly liquid investments which are unrestricted as to withdrawal or use, and which have remaining maturities of three months or less when initially purchased.

Accounts receivables are stated at the amount the Company expect to collect. An allowance for doubtful accounts is recorded based on a combination of historical experience and information on customer accounts. Account balances are written off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company have historically experienced little, if any, uncollectible receivables to date.

The Company values its inventories at the lower of cost or net realizable value.

Inventories consist of mainly uniform and navigation GPS.

Where there is evidence that the utility of inventories, in their disposal in the ordinary course of business, will be less than cost, whether due to physical deterioration, obsolescence, changes in price levels, or other causes, the inventories are written down to net realizable value. Any idle facility costs or excessive spoilage are recorded as current period charges.

The Company had no impairment charges for the years ended June 30, 2019 and 2018.

Zhongyuan Automobile’s property and equipment are recorded at cost less accumulated depreciation with no residual value.

Zhongyuan Automobile’s property and equipment are recorded at cost less accumulated depreciation with 5% residual value. Depreciation for financial reporting purposes is provided using the straight-line method over the estimated useful lives of the assets:

When property and equipment are retired or otherwise disposed of, resulting gain or loss is included in net income or loss in the year of disposition for the difference between the net book value and proceeds received thereon. Maintenance and repairs which do not improve or extend the expected useful lives of the assets are charged to expenses as incurred.

The Company adopted ASC Topic 606, “Revenue from Contracts with Customers”, applying the modified retrospective method.

In accordance with ASC Topic 606, revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. In determining when and how much revenue is recognized from contracts with customers, the Company performs the following five-step analysis: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; (5) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company did not control the specified goods before that is transferred to the customers and the Company is an agent. The trading service facilitation revenue should be recognized on a net basis.

The Company does not believe that significant management judgements are involved in revenue recognition, but the amount and timing of the Company’s revenues could be different for any period if management made different judgments or utilized different estimates. Generally, the Company recognizes revenue under ASC Topic 606 for its performance obligation.

The trading service facilitation revenue are derived principally from providing facilitation service to customers, the Company recognizes revenue upon the end customers obtained the vehicle certificates, when the Company fulfill the obligation.

The brand service revenue is recognized ratably over the period the brand is provided and, as such, the Company considers the services to have been delivered (“over time”).

Advertising, sales and marketing costs consist primarily of costs for the promotion of corporate image and service marketing. The Company expensed all marketing and advertising costs as incurred.

The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, the provision for income taxes represents income taxes paid or payable (or received or receivable) for the current year plus the change in deferred taxes during the year. Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid, and result from differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when enacted.

Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. In evaluating the need for a valuation allowance, management considers all potential sources of taxable income, including income available in carryback periods, future reversals of taxable temporary differences, projections of taxable income, and income from tax planning strategies, as well as all available positive and negative evidence. Positive evidence includes factors such as a history of profitable operations, projections of future profitability within the carryforward period, including from tax planning strategies, and the Company’s experience with similar operations. Existing favorable contracts and the ability to sell products into established markets are additional positive evidence. Negative evidence includes items such as cumulative losses, projections of future losses, or carryforward periods that are not long enough to allow for the utilization of a deferred tax asset based on existing projections of income. Deferred tax assets for which no valuation allowance is recorded may not be realized upon changes in facts and circumstances, resulting in a future charge to establish a valuation allowance.

Tax benefits related to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefits meet a more likely than not threshold. Otherwise, these tax benefits are recorded when a tax position has been effectively settled, which means that the statute of limitation has expired or the appropriate taxing authority has completed their examination even though the statute of limitations remains open. Interest and penalties related to uncertain tax positions are recognized as part of the provision for income taxes and are accrued beginning in the period that such interest and penalties would be applicable under relevant tax law until such time that the related tax benefits are recognized.

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For the year ended June 30, 2019 and 2018, the Company’s revenues are subject to VAT rates of 3%. The Company is also subject to surcharges, which includes urban maintenance and construction taxes and additional education fees on VAT payable in accordance with PRC law. The surcharges are at the rate of 12% of the VAT payable, depending on which tax jurisdiction the Company’s PRC operating entities operate in.

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements. The functional currency of the Company is the Renminbi (“RMB’), and PRC is the primary economic environment in which the Company operates. The reporting currency of these consolidated financial statements is the United States dollar (“US Dollars” or “$”).

For financial reporting purposes, the financial statements of the Company, which are prepared using the RMB, are translated into the Company’s reporting currency, the United States Dollar. Assets and liabilities are translated using the exchange rate at each balance sheet date.  Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income (loss) in stockholders’ equity.

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 transactions. The resulting exchange differences are included in the determination of net loss of the consolidated financial statements for the respective periods.

The exchange rates used for foreign currency translation were as follows (US Dollars $1 = RMB):

No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.

Comprehensive income is defined as the change in equity of the Company during a period from transactions and other events and circumstances excluding those resulting from investments by and distributions to shareholders. Accumulated other comprehensive income (loss), as presented on the accompanying consolidated balance sheets, only consists of cumulative foreign currency translation adjustment.

The Company’s financial instruments are accounted for at fair value on a recurring basis. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels of the fair value hierarchy are described below:

There were no transfers between level 1, level 2 or level 3 measurements for the years ended June 30, 2019 and 2018.

As of June 30, 2019 and 2018, none of the Company’s nonfinancial assets or liabilities was measured at fair value on a nonrecurring basis.

The carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, accounts receivables, other receivables, prepayment, accrued expenses and other liabilities, are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and if applicable, their stated interest rate approximates current rates available.

NOTE 4. SIGNIFICANT RISKS

Foreign currency risk

The Company’s operation is located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. 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, regulatory and social conditions in the PRC, and by changes in governmental policies or interpretations with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

Credit risk

Credit risk is one of the most significant risks for the Company’s business. Credit risk exposures arise principally in lending activities which is an off-balance sheet financial instrument.

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivables. The Company places its cash and cash equivalents with financial institutions, which management believes are of high-credit ratings and quality.

The Company conducts credit evaluations of customers and generally does not require collateral or other security from its customers.

Concentration risk

For the years ended June 30, 2019 and 2018, all of the Company's assets were located in the PRC and all of the Company's revenues were derived from the PRC.

As of June 30, 2019 and 2018, no customer accounted for over 10% of the Company’s accounts receivable.

For the year ended June 30, 2019, no customer accounted for over 10% of the Company’s revenue. For the year ended June 30, 2018, one customer accounted for 19% of the Company’s revenue.

All of the accounts receivable are non-interest bearing. Based on the assessment of the collectability of the accounts receivable as of June 30, 2019 and 2018, the Company provided $241 and $nil allowance, respectively.

Deposits and others mainly consisted of deposits made to service providers.

Advanced for customers represented advanced payment for customers for automobile trading services.

The Company accrued allowance for the balance of other receivables according to the customer specific facts and economic conditions. Based on the assessment of the collectability of the deposit and others as of June 30, 2019 and 2018, the Company provided $105,364 and $nil allowance, respectively.

NOTE 7. LOANS TO A THIRD PARTY

Loans to a third party represented operating loans to a third party. One of the loans was from October 2018 to October 2020 with an annual interest rate of 12%. The other loan was from January 2019 to January 2021 with an annual interest rate of 12%. The Company has waived the interests from the third party.

Prepayments consisted of advances to service providers.

Depreciation expense for the years ended June 30, 2019 and 2018 was $39,261 and $579, respectively.

Advanced payments from customers were payments received from customers for automobile trading.

Deferred brand service fees represented payment received for brand service.

Staff cost related payables are mainly consisted of employee salaries accrued.

Consulting fee payable represented amount due to a consulting company for the listing services.

NOTE 12. RELATED PARTY BALANCE AND TRANSACTIONS

a. Balances

Amount due from related parties:

Amount due to related parties:

b. Transactions

1. Loans from related parties

During years ended June 30, 2019 and 2018, loans from Zhou Aiping and Liu Yaxuan in the amount of $nil and $78,220, respectively.

2. Repayment of loans to related parties

During years ended June 30, 2019 and 2018, repayment of loans to Zhou Aiping and Liu Yaxuan in the amount of $75,252 and $nil, respectively.

3. Loan to a related party

During years ended June 30, 2019 and 2018, loan to Zhou Aiping in the amount of $161,885 and $nil, respectively.

NOTE 13. TAXATION

Income Tax

The Company’s operating entity incorporated in the PRC, is governed by the income tax law of the PRC and is subject to PRC enterprise income tax (“EIT”). The EIT rate of PRC is 25%, which applied to both domestic and foreign invested enterprises. During years ended June 30, 2019 and 2018, the Company have incurred a net operating loss of $2,844,894 and $505,659, respectively. As a result, the Company did not incur any EIT during the two reported tax years.

Deferred Tax

Realization of the net deferred tax assets is dependent on factors including future reversals of existing taxable temporary differences and adequate future taxable income, exclusive of reversing deductible temporary differences and tax loss or credit carry forwards. The Company evaluates the potential realization of deferred tax assets on an entity-by-entity basis. As of June 30, 2019 and 2018, valuation allowances were provided against deferred tax assets in entities where it was determined it was more likely than not that the benefits of the deferred tax assets will not be realized. The Company had deferred tax assets as of June 30, 2019 and 2018, which can be carried forward to offset future taxable income. The management determines it is more likely than not that these deferred tax assets could not be recognized, so full allowances were provided as of June 30, 2019 and 2018. The operating loss generated from tax year ending June 30, 2019 and 2018 carry forward incurred by the Company that will expire in year 2024 and 2023, respectively. The Company maintains a full valuation allowance against its deferred tax assets, since due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future earnings to utilize its deferred tax assets.

The Company’s deferred tax assets were as follows:

There were no uncertain tax positions as of June 30, 2019 and 2018 and the Company does not believe that this will change over the next twelve months.

NOTE 14. COMMITMENT

Operating lease

The Company leases an office under a non-cancelable operating lease agreement. The rental expense for the years ended June 30, 2019 and 2018 was $409,411 and $70,926, respectively. All leases are on a fixed repayment basis. None of the leases include contingent rentals.

Minimum future commitments under these agreements as of June 30, 2019 are as follows:

The Company has no pending litigation as of June 30, 2019.

NOTE 15. SUBSEQUENT EVENTS 

The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the consolidated financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

We have not had a change in our independent registered public accounting firm during the last two fiscal years or through the date of this filing. We note that we have not had any disagreements with our current public accounting firm during the last two fiscal years or through the date of this filing on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the public accounting firm, would have caused our Company to make reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements.

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, hereunto duly authorized.

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