U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______to _______

Commission File Number 000-55666

Zhuoxun Hongtu Inc.

(Exact name of registrant as specified in its charter)

Nevada		47-3413138
(State or other jurisdiction of Incorporation or organization)		(IRS Employer Identification No.)

Room 1312-13, 14^th Floor, Building No. 2, 1 Hangfeng Road,

Fengtai District, Beijing, China 100070

(Address of principal executive offices)

+86-139-4977-8662

(Issuer’s telephone number including area code)

Gushen, Inc.

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☒ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date. As of the date hereof, 2024, there are 423,237,273 shares of common stock issued and outstanding.

ZHUOXUN HONGTU INC.

CONTENTS

PART 1 – FINANCIAL INFORMATION		1

Item 1. – Financial Statements		1

Interim Condensed Consolidated Balance Sheets		1

Interim Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)		2

Interim Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited)		3

Interim Condensed Consolidated Statements of Cash Flows (unaudited)		4

Notes to Condensed Consolidated Financial Statements (unaudited)		5

Item 2. – Management’s Discussion and Analysis of Financial Condition And Results of Operations		20

Item 3. – Quantitative and Qualitative Disclosures about Market Risk		28

Item 4. – Controls and Procedures		28

PART II – OTHER INFORMATION		29

Item 1. – Legal Proceedings		29

Item 1A. – Risk Factors		29

Item 2. – Unregistered Sales of Equity Securities and Use of Proceeds		29

Item 3. – Defaults Upon Senior Securities		29

Item 4. – Mine Safety Disclosures		29

Item 5. – Other Information		29

Item 6. – Exhibits		29

SIGNATURES		30

PART I: FINANCIAL INFORMATION

Item 1. - Financial Statements

ZHUOXUN HONGTU INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

(In U.S. dollars except Number of Shares)

	As of December 31,			As of September 30,
	2023			2023
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	110,923		$	54,935
Other monetary funds		-			2,764
Prepayment		37,321			6,855
Other receivables, net		72,458			36,413
Due from related parties		2,163			2,881
Inventory, net		942			-
Other Assets, current		22,802			-
Total Current Assets		246,609			103,848

NON-CURRENT ASSETS
Other long-term assets		-			21,676
Property, plant and equipment, net		49,952			54,116
Intangible assets, net		3,813			44,400
Total non-Current Assets		53,765			120,192

TOTAL ASSETS	$	300,374		$	224,040

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	2,522,156		$	2,201,152
Contract liability		295,488			129,758
Amount due to related parties		1,098,606			945,532
Payroll payable		740,570			718,745
Tax payable		5,526,381			5,363,939
Other payable		282,071			277,712
Accrued liabilities		4,821,060			4,340,593
Total Current Liabilities		15,286,332			13,977,431

TOTAL LIABILITIES		15,286,332			13,977,431

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS’ (DEFICIT) EQUITY
Preferred stock, par value $0.0001, 1,000,000 shares authorized, 1,000,000 shares issued and outstanding as of December 31, 2023 and 1,000,000 shares issued and outstanding as of September 30, 2023*		100			100
Common stock, Par Value $0.0001, 600,000,000 shares authorized, 423,237,273 shares issued and outstanding as of December 31, 2023 and 423,237,273 shares issued and outstanding as of September 30, 2023*		42,324			42,324
Additional paid-in capital		63,236			63,236
Statutory reserve		1,545			1,545
Accumulated deficits		(16,090,217	)		(15,288,351	)
Accumulated other comprehensive gain		1,083,086			1,513,786
Non-controlling interest		(86,032	)		(86,031	)
Total Stockholders’ (Deficit) Equity		(14,985,958	)		(13,753,391	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	300,374		$	224,040

Outstanding and issued shares retrospectively reflected the effect of recapitalization due to reverse acquisition

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

ZHUOXUN HONGTU INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(In U.S. dollars except Number of Shares)

(UNAUDITED)

	For The Three Months Ended December 31,
	2023			2022

REVENUE	$	48		$	89

COST OF REVENUE		-			1

GROSS PROFIT		48			88

OPERATING EXPENSES
Selling expenses		101,387			320,820
General and administrative expenses		458,497			292,602
Total Operating Expenses, net		559,884			613,422

LOSS FROM OPERATIONS		(559,836	)		(613,334	)

OTHER INCOME (EXPENSE), NET
Interest income		43			383
Other income		16,050			-
Other expense		(258,124	)		(267,542	)
Total Other Income (Expense), net		(242,031	)		(267,159	)

NET LOSS BEFORE TAXES		(801,867	)		(880,493	)

Income tax benefit (expense)		-			-

NET LOSS		(801,867	)		(880,493	)

Less: Net (loss)income attributable to non-controlling interests		(1	)		12

NET LOSS ATTRIBUTE TO THE COMPANY’S SHAREHOLDERS		(801,866	)		(880,505	)

OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment		(430,700	)		(362,007	)

COMPREHENSIVE LOSS	$	(1,232,567	)	$	(1,242,500	)

Basic and diluted loss per share*	$	(0.002	)	$	(0.002	)

Weighted average number of common shares outstanding – basic and diluted*		423,237,273			410,618,750

Outstanding and issued shares retrospectively reflected the effect of recapitalization due to reverse acquisition

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

ZHUOXUN HONGTU INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED DECEMBER 31, 2023 and 2022

(In U.S. dollars except Number of Shares)

(UNAUDITED)

																Accumulated
									Additional							other			Non-			Total
	Preferred Stock				Common Stock				Paid-in		Statutory		Retained			comprehensive			controlling			Stockholders’
	Shares		Value		Shares		Value		Capital		reserves		Earnings			income (loss)			interests			Equity
Balance at September 30, 2023		1,000,000	$	100		423,237,273	$	42,324	$	63,236	$	1,545	$	(15,288,351	)	$	1,513,786		$	(86,031	)	$	(13,753,391	)
Net income (loss)														(801,866	)					(1	)		(801,867	)
Foreign currency translation adjustment																	(430,700	)					(430,700	)

Balance at December 31, 2023		1,000,000	$	100		423,237,273	$	42,324	$	63,236	$	1,545	$	(1,609,0217	)	$	1,083,086		$	(86,032	)	$	(14,985,958	)

																Accumulated
									Additional							other			Non-			Total
	Preferred Stock				Common Stock				Paid-in		Statutory		Retained			comprehensive			controlling			Stockholders’
	Shares		Value		Shares		Value		Capital		reserves		Earnings			income (loss)			interests			Equity
Balance at September 30, 2022		1,000,000	$	100		410,618,750	$	41,062	$	40,498	$	1,545	$	(12,080,418	)	$	1,129,337		$	(925	)	$	(10,868,801	)

Net income (loss)														(880,505	)					12			(880,493	)
Foreign currency translation adjustment																	(362,007	)					(362,007	)

Balance at December 31, 2022		1,000,000	$	100		410,618,750	$	41,062	$	40,498	$	1,545	$	(12,960,923	)	$	767,330		$	(913	)	$	(12,111,301	)

Outstanding and issued shares retrospectively reflected the effect of recapitalization due to reverse acquisition

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

ZHUOXUN HONGTU INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars)

(UNAUDITED)

	For The Three Months Ended December 31,
	2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(801,867	)	$	(880,493	)
Adjustments to reconcile net loss to net cash used in operating activities:
(Recovery) provision for credit losses, net		16,169			5,890
Write off bad debt		(26,539	)		(2,201	)
Impairment of intangible assets		38,817
Loss from the disposal of property and equipment		-			10,840
Depreciation and amortization		8,087			20,079
Amortization of prepaid expenses		4,328			35,492
Accrued liabilities		342,944			256,702
Changes in operating assets and liabilities:
Other receivables		(23,963	)		64,990
Advances to suppliers		(34,521	)		(60,182	)
Due from related party		792			15,948
Inventory		(926	)		78
Right of use assets		-			95,561
Accounts payable		249,919			(5,064	)
Contract liabilities		158,985			(207,016	)
Payroll payable		59			(11,555	)
Tax payables		3			(462	)
Other payables		(3,979	)		79,687
Lease liabilities- current & non-current		-			(95,561	)
Net cash used in operating activities		(71,692	)		(677,267	)

CASH FLOWS FROM FINANCING ACTIVITIES
Due to related parties		122,275			-
Net cash provided by financing activities		122,275			-

EFFECT OF EXCHANGE RATE ON CASH		2,641			5,956

NET CHANGE IN CASH AND CASH EQUIVALENTS		53,224			(671,311	)

CASH AT BEGINNING OF PERIOD	$	57,699		$	867,619

CASH AT END OF PERIOD	$	110,923		$	196,308

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the years for:
Income taxes	$	-		$	-
Interest	$	-		$	-

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

ZHUOXUN HONGTU INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In U.S. dollars except Number of Shares)

1. ORGANIZATION AND BUSINESS

Zhuoxun Hongtu Inc. (the “Company”) was incorporated on March 9, 2015, in the state of Nevada. The name of the Company was changed from “Gushen, Inc.” to “Zhuoxun Hongtu Inc.”since August 23, 2024 to align with the Company's operations and brands for its subsidiaries.

On July 30, 2021, the Company, and Dyckmanst Limited, a company organized under the laws of the British Virgin Islands (“Dyckmanst Limited”), and all shareholders of Dyckmanst Limited immediately prior to the closing (collectively, the “Dyckmanst Limited Shareholders”, each, a “Dyckmanst Limited Shareholder”) entered into a share exchange agreement (the “Share Exchange Agreement”), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of Dyckmanst Limited in exchange for 381,600,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company (the “Share Exchange”). Immediately prior to the closing of the Share Exchange, two existing holders of aggregated 30,000,000 shares of Series A preferred stock of the Company, par value $0.0001 per share (the “Preferred Stock”) delivered 29,000,000 shares of Preferred Stock to the Company for cancellation (“the “Cancellation of Certain Preferred Stock”), each share of Preferred Stock is convertible into 10 shares of Common Stock. As a result, immediately following the closing of the Share Exchange, there are 410,618,750 shares of Common Stock issued and outstanding and 1,000,000 shares of Preferred Stock issued and outstanding. Dyckmanst Limited Shareholders collectively control 90.72% voting power of the Company on as converted basis, with respect to all of the shares of common stock and preferred stock, voting as a single class, with each share of common stock entitles to 1 vote and each share of preferred stock entitles to 10 votes.

Dyckmanst Limited, via Beijing Zhuoxun Century Culture Communication Co., Ltd. (“Zhuoxun Beijing”), an affiliated entity incorporated in the People’s Republic of China (“PRC”), engages in providing family education resources to promote all-around education onsite in local communities organized by its regional collaborative education agencies and offering parents easy access to a wide variety of courses online through mobile applications.

In February 2021, Beijing Fengyuan Zhihui Education Technology Co., Ltd. (“Fengyuan Beijing”), a wholly foreign-owned enterprise under PRC law and subsidiary of Dyckmanst Limited, entered into a series of contractual agreements with Zhuoxun Beijing, and the shareholders of Zhuoxun Beijing for Zhuoxun Beijing to qualify as a variable interest entity or VIE (the “VIE Agreements”), which are summarized below. The following summary of the VIE Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the VIE Agreement filed as exhibits to a Current Report on Form 8-K/A filed on August 6, 2021.

Consulting Service Agreement

Pursuant to the terms of an Exclusive Consulting and Service Agreement dated February 5, 2021, between Fengyuan Beijing and Zhuoxun Beijing (the “Consulting Service Agreement”), Fengyuan Beijing is the exclusive consulting and service provider to Zhuoxun Beijing to provide business-related software research and development services; design, installation, and testing services; network equipment support, upgrade, maintenance, monitor, and problem-solving services; employees training services; technology development and sublicensing services; public relations services; market investigation, research, and consultation services; short to medium term marketing plan-making services; compliance consultation services; marketing events and membership related activities planning and organizing services; intellectual property permits; equipment and rental services; and business-related management consulting services. Pursuant to the Consulting Service Agreement, the service fee is the remaining amount after Zhuoxun Beijing’s profit before tax in the corresponding year deducts Zhuoxun Beijing’s losses, if any, in the previous year, the necessary costs, expenses, taxes, and fees incurred in the corresponding year, and the withdraws of the statutory provident fund. Zhuoxun Beijing agreed not to transfer its rights and obligations under the Consulting Service Agreement to any third party without prior written consent from Fengyuan Beijing. In addition, Fengyuan Beijing may transfer its rights and obligations under the Consulting Service Agreement to Fengyuan Beijing’s affiliates without Zhuoxun Beijing’s consent, but Fengyuan Beijing shall notify Zhuoxun Beijing of such transfer. This Agreement is valid for a term of 10 years subject to any extension requested by Fengyuan Beijing unless terminated by Fengyuan Beijing unilaterally prior to the expiration.

Business Operation Agreement

Pursuant to the terms of a Business Operation Agreement dated February 5, 2021, among Fengyuan Beijing, Zhuoxun Beijing and the shareholders of Zhuoxun Beijing (the “Business Operation Agreement”), Zhuoxun Beijing has agreed to subject the operations and management of its business to the control of Fengyuan Beijing. According to the Business Operation Agreement, Zhuoxun Beijing is not allowed to conduct any transactions that has substantial impact upon its operations, assets, rights, obligations and personnel without the Fengyuan Beijing’s written approval. The shareholders of Zhuoxun Beijing and Zhuoxun Beijing will take Fengyuan Beijing’s advice on appointment or dismissal of directors, employment of Zhuoxun Beijing’s employees, regular operation, and financial management of Zhuoxun Beijing. The shareholders of Zhuoxun Beijing have agreed to transfer any dividends, distributions or any other profits that they receive as the shareholders of Zhuoxun Beijing to Fengyuan Beijing without consideration. The Business Operation Agreement is valid for a term of 10 years or longer upon the request of Fengyuan Beijing prior to the expiration thereof. The Business Operation Agreement might be terminated earlier by Fengyuan Beijing with a 30-day written notice.

Proxy Agreement

Pursuant to the terms of a Proxy Agreements dated February 5, 2021, among Fengyuan Beijing, and the shareholders of Zhuoxun Beijing (each, the “Proxy Agreement”, collectively, the “Proxy Agreements”), each shareholder of Zhuoxun Beijing has irrevocably entrusted his/her shareholder rights as Zhuoxun Beijing’s shareholder to Fengyuan Beijing, including but not limited to, proposing the shareholder meeting, accepting any notices with regard to the convening of shareholder meeting and any other procedures, conducting voting rights, and selling or transferring the shares held by such shareholder, for 10 years or earlier if the Business Operation Agreement was terminated for any reasons.

Equity Disposal Agreement

Pursuant to the terms of an Equity Disposal Agreement dated February 5, 2021, among Fengyuan Beijing, Zhuoxun Beijing, and the shareholders of Zhuoxun Beijing (the “Equity Disposal Agreement”), the shareholders of Zhuoxun Beijing granted Fengyuan Beijing or its designees an irrevocable and exclusive purchase option (the “Option”) to purchase Zhuoxun Beijing’s all or partial equity interests and/or assets at the lowest purchase price permitted by PRC laws and regulations. The option is exercisable at any time at Fengyuan Beijing’s discretion in full or in part, to the extent permitted by PRC law. The shareholders of Zhuoxun Beijing agreed to give Zhuoxun Beijing the total amount of the exercise price as a gift, or in other methods upon Fengyuan Beijing’s written consent to transfer the exercise price to Zhuoxun Beijing. The Equity Disposal Agreement is valid for a term of 10 years or longer upon the request of Fengyuan Beijing.

Equity Pledge Agreement

Pursuant to the terms of an Equity Pledge Agreement dated February 5, 2021, among Fengyuan Beijing and the shareholders of Zhuoxun Beijing (the “Pledge Agreement”), the shareholders of Zhuoxun Beijing pledged all of their equity interests in Zhuoxun Beijing to Fengyuan Beijing, including the proceeds thereof, to guarantee Zhuoxun Beijing’s performance of its obligations under the Business Operation Agreement, the Consulting Service Agreement and the Equity Disposal Agreement (each, a “Agreement”, collectively, the “Agreements”). If Zhuoxun Beijing or its shareholders breach its respective contractual obligations under any Agreements, or cause to occur one of the events regards as an event of default under any Agreements, Fengyuan Beijing, as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interest in Zhuoxun Beijing. During the term of the Pledge Agreement, the pledged equity interests cannot be transferred without Fengyuan Beijing’s prior written consent. The Pledge Agreements is valid until all the obligations due under the Agreements have been fulfilled.

Based on these contractual arrangements, the Company consolidates the VIE in accordance with SEC Regulation S-X Rule 3A-02 and Accounting Standards Codification (“ASC”) topic 810 (“ASC 810”), Consolidation.

The accompanying interim condensed consolidated financial statements reflect the activities of each of the following entities:

Name	Background		Ownership
Dyckmanst Limited	●	A British Virgin Islands company	Holding Entity
	●	Principal activities: Investment holding
	·
Edeshler Limited	●	A Hong Kong company	100%
	●	Principal activities: Investment holding

Beijing Fengyuan Zhihui Education Technology Co., Ltd.	●	A PRC limited liability company and deemed a wholly foreign-invested enterprise	100%
	●	Principal activities: Consultancy and information technology support

Beijing Zhuoxun Century Culture Communication Co., Ltd.	●	A PRC limited liability company	VIE by contractual
	●	Incorporated on September 2, 2020	arrangements
	●	Principal activities: family education services via online and onsite classes

Beijing Zhuoxun Education Technology Co., Ltd.	●	A PRC limited liability company	70% owned by VIE
	●	Principal activities: promotion and support

The following combined financial information of the Group’s VIEs as of December 31, 2023 and September 30, 2023 and for the three months ended December 31, 2023 and 2022 included in the accompanying interim condensed consolidated financial statements of the Group was as follows:

	As of December 31,		As of September 30,
	2023		2023
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	103,839	$	46,003
Other monetary funds		-		2,764
Prepayment		37,321		6,855
Other receivables, net		72,458		36,413
Intercompany receivables		113,767		167,318
Due from related parties		2,163		2,881
Inventory, net		942
Other Assets, current		22,802		-
Total Current Assets		353,292		262,234

NON-CURRENT ASSETS
Other Assets, non-current		-		21,676
Property, plant and equipment, net		49,952		54,116
Intangible assets, net		3,813		44,400
Total non-Current Assets		53,765		120,192

TOTAL ASSETS	$	407,057	$	382,426

CURRENT LIABILITIES
Accounts payable	$	2,522,156	$	2,201,152
Contract liability		295,488		129,758
Amount due to related parties		1,098,025		944,990
Intercompany payables		-		54,838
Payroll payable		740,570		718,745
Tax payable		5,526,381		5,363,939
Other payable		282,071		277,712
Accrued liabilities		4,821,060		4,340,593
Total Current Liabilities		15,285,751		14,031,727

TOTAL LIABILITIES	$	15,285,751	$	14,031,727

	For The Three Months Ended
	December 31,
	2023			2022
	(Unaudited)			(Unaudited)
REVENUE	$	48		$	89

COST OF REVENUE		-			1

GROSS PROFIT		48			88

OPERATING EXPENSES
Selling expenses		101,387			320,820
General and administrative expenses		458,468			292,581
Total Operating Expenses		559,855			613,401

LOSS FROM OPERATIONS		(559,807	)		(613,313	)

OTHER INCOME (EXPENSE), NET
Interest income		36			328
Other income		16,050			0
Other expense		(258,124	)		(267,542	)
Total Other Income (Expense), net		(242,038	)		(267,214	)

NET LOSS BEFORE TAXES		(801,845	)		(880,527	)

Income tax benefit (expense)		-			0
NET LOSS	$	(801,845	)	$	(880,527	)

	For The Three Months Ended
	December 31,
	2023			2022
	(Unaudited)			(Unaudited)
Net cash used in operating activities	$	(69,588	)	$	(690,701	)
Net cash provided by (used in) investing activities		-			-
Net cash provided by financing activities		122,253			-

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

Going Concern

The accompanying interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.

In assessing the Company’s liquidity, the Company monitors and analyzes its cash and cash equivalents and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. As of December 31, 2023, the Company’s current liabilities exceeded the current assets by $15,039,723, its accumulated deficit was $16,090,217 and the Company has incurred losses during the three months ended December 31, 2023 and 2022. None of the Company’s stockholders, officers or directors, or third parties, are under any obligation to advance us funds, or to invest in us. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

In evaluating if there is substantial doubt about the ability to continue as a going concern, the Company are trying to alleviate the going concern risk through (1) increasing cash generated from operations by controlling operating expenses and gradually shifted the business focus to the brand authorization for community healthy station and operation service charges to bring in more revenue, (2) financing from domestic banks and other financial institutions, and (3) equity or debt financing. The Company has certain plans to mitigate these adverse conditions and to increase the liquidity.

On an on-going basis, the Company will also receive financial support commitments from the Company’s related parties.

These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

Use of Estimates

The preparation of these interim condensed consolidated financial statements in conformity with U.S. GAAP requires management of the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation.

Revenues are recognized when control of the promised goods or services is transferred to our customers, which may occur at a point in time or over time depending on the terms and conditions of the agreement, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

The Company identified the following performance obligations for each type of contract:

Training Revenue

The Company’s online training course service primarily includes coursewares or videos which are already published on the app. Other than providing the access, there are no bundle or multiple separable and distinct tasks. According to ASC 606-10-25-19, there is one performance obligation for the training course service.The Company required and received fees before participants accessed the online courses. Revenue recognised over the period of the card after the E-card was activated.

Practical expedients and exemption

The Company has not inccurred any costs to obtain contracts, and does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

Other service income is earned when services have been rendered.

Contract liability

The contract liabilities consist of advances from customers, which relate to unsatisfied performance obligations at the end of each reporting period and consists of cash payments received in advance from customers in sales of training course and brand usage fee. As of December 3l 2023 and September 30 2023, the Company’s advances from customer unearned training fee and brand usage fee amounted to $295,488 and$129,758 ,respectively.

The Company reports revenues net of applicable sales taxes and related surcharges.

Revenue by major product line

	For The Three Months Ended
	December 31,
	2023		2022

Training Revenue	$	48	$	89
Total Revenue	$	48	$	89

Income Taxes

We account for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.

We apply ASC 740, Accounting for Income Taxes, to account for uncertainty in income taxes and the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.

Foreign Currency and Foreign Currency Translation

The functional currency of the Company is the United States dollar (“US dollar”). Fengyuan Beijing and Zhuoxun Beijing, which are based in PRC, the local currency, the Chinese Yuan (“RMB”), as their functional currencies. 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.

Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the statements of comprehensive loss.

The interim condensed consolidated financial statements are presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Stockholders’ equity accounts are translated using the historical exchange rates at the date the entry to stockholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s income statement. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the interim condensed consolidated balance sheets.

Translation of amounts from RMB into U.S. dollars has been made at the following exchange rates:

Balance sheet items, except for equity accounts
December 31, 2023		RMB7.0798 to $1
September 30, 2023		RMB7.2942 to $1

Income statement and cash flows items
For the three months ended December 31, 2023		RMB7.2052 to $1
For the three months ended December 31, 2022		RMB7.1090 to $1

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and at banks and highly liquid investments, which are unrestricted from withdrawal or use, and which have original maturities of three months or less when purchased.

Other monetary funds

Other monetary funds consist of cash deposited in financial institutions other than banks.

Allowance for credit loss

The Company adopted ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”) on October 1,2023. ASC 326 requires the application of a credit loss model based prospectively on current expected credit losses (CECL), and replaces the previous model based retrospectively on past incurred losses. When a receivable does not share risk characteristics with other receivables, management will evaluate such receivable for expected credit loss on an individual basis. Doubtful accounts balances are written off and deducted from allowance, when receivables are deemed uncollectible, after all collection efforts have been exhausted and the potential for recovery is considered remote. The adoption of ASC 326 did not have a material impact on our consolidated financial statements and related disclosures.

Inventory, net

Inventories are stated at the lower of cost (weighted average basis) or net realizable value. The methods of determining inventory costs are used consistently from year to year. Net realizable value is based on estimated selling prices less selling expenses and any further costs expected to be incurred for completion. Adjustments to reduce the cost of inventory to net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances.

Long-Lived Assets

Long-lived assets consist primarily of property, plant and equipment and intangible assets.

Property, plant and equipment

Property, plant and equipment are recorded at cost less accumulated depreciation and accumulated impairment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

		Estimated useful lives (years)
Office and computer equipment		5
Lease improvement		3
Transportation equipment		5

Expenditure for maintenance and repairs is expensed as incurred.

The gain or loss on the disposal of property, plant and equipment is the difference between the net sales proceeds and the lower of the carrying value or fair value less cost to sell the relevant assets and is recognized in other expenses in the interim condensed consolidated statements of comprehensive loss.

Intangible Assets

Intangible assets mainly comprise domain names and trademarks. Intangible assets are recorded at cost less accumulated amortization with no residual value. Amortization of intangible assets o is computed using the straight-line method over their estimated useful lives.

The estimated useful lives of the Company’s intangible assets are listed below:

		Estimated useful lives (years)
Software		10

Impairment of Long-lived Assets

In accordance with ASC 360-10-35, the Company reviews the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Based on the existence of one or more indicators of impairment, the Company measures any impairment of long-lived assets using the projected discounted cash flow method at the asset group level. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets. As of December 31, 2023, the impairment of intangible assets was $39,504. No impairment has been recorded by the Company as of September 30, 2023.

Credit risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents. As of December 31, 2023 and September 30, 2023, substantially all of the Company’s cash and cash equivalents were held by major financial institutions located in the PRC, which management believes are of high credit quality.

For the credit risk related to trade accounts receivable, the Company performs ongoing credit evaluations of its customers and, if necessary, maintains reserves for potential credit losses. Historically, such losses have been within management’s expectations.

Concentrations

For the three months ended December 31, 2023 and 2022, no single customer accounted for more than 10% of total revenue.

For the three months ended December 31, 2023, one supplier accounted for 100% of the Company’s total purchases.For the three months ended December 3l, 2022, the Company has no purchases for this quarter.

As of December 31, 2023, no supplier accounted for 10% of the Company’s total accounts payable balance. As of September 30, 2023, one supplier accounted for 10% of the Company’s total accounts payable balance.

Segments

The Company evaluates a reporting unit by first identifying its operating segments, and then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meets the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. The Company has only one major reportable segment in the periods presented.

Fair Value of Financial Instruments

U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is:

Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – include other inputs that are directly or indirectly observable in the market place.

Level 3 – unobservable inputs which are supported by little or no market activity.

The carrying value of the Company’s financial instruments, including cash and cash equivalents, other receivables, other current assets, accounts and other payables, and other short-term liabilities approximate their fair value due to their short maturities.

Restricted assets

Fengyuan Beijing and Zhuoxun Beijing are restricted in their ability to transfer a portion of their net assets to the Company. The payment of dividends by entities organized in China is subject to limitations, procedures and formalities. Regulations in the PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards and regulations in China. Fengyuan Beijing and Zhuoxun Beijing are also required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its statutory reserves account until the accumulative amount of such reserves reaches 50% of its respective registered capital. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends.

In addition, the Company’s operations are conducted and revenues are generated in China, and all of the Company’s revenues earned and currency received are denominated in RMB. RMB is subject to the foreign exchange control regulation in China, and, as a result, the Company may be unable to distribute any dividends outside of China due to PRC foreign exchange control regulations that restrict the Company’s ability to convert RMB into U.S. dollars.

Recent Accounting Pronouncements

Accounting Pronouncements Issued But Not Yet Adopted

The ASU 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures provides improvements to reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple measures of segment profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The ASU should be adopted retrospectively to all periods presented in the financial statements unless it is impracticable to do so. The adoption of ASU 2023-07 is not expected to materially impact the Company’s consolidated balance sheets, statements of income and comprehensive income, cash flows or disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvement to Income Tax Disclosure. This standard requires more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard also includes certain other amendments to improve the effectiveness of income tax disclosures. ASU 2023-09 is effective for public business entities, for annual periods beginning after December 15, 2024. We expect the adoption of this ASU will not have a material effect on the consolidated financial statements.

Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have material impact on the consolidated financial position, statements of operations and cash flows.

3. PREPAYMENTS

Prepayments consist of the following:

	December 31, 2023		September 30, 2023
Prepaid service fee	$	37,321	$	6,855
Totals	$	37,321	$	6,855

4. OTHER RECEIVABLES, NET

Other receivables consist of the following:

	December 31, 2023			September 30, 2023
Amount due from third parties	$	491,515		$	426,995
Amount due from employees		13,160			35,601
Deposit & guarantee		20,405			22,821
Others		12,444			12,636
Less: allowance for credit loss		(465,066	)		(461,640	)
Other receivables, net	$	72,458		$	36,413

The following table sets forth the movement of allowance for credit loss:

	December 31,			September 30,
	2023			2023
Beginning	$	461,640		$	33,175
Additions (Recovery)		16,169			446,445
Write off		(26,539	)		(2,220	)
Exchange rate difference		13,796			(15,760	)
Balance	$	465,066		$	461,640

5. INVENTORY, NET

	December 31, 2023			September 30, 2023
Cost	$	381,494		$	369,367
Less: provision for inventory		(380,552	)		(369,367	)
Net amount	$	942		$	-

The following table sets forth the movement of provision for the inventory:

	December 31, 2023		September 30, 2023
Beginning	$	369,367	$	383,161
Additions		-		-
Charge-offs		-		(4,256	)
Exchange rate difference		11,185		(9,538	)
Balance	$	380,552	$	369,367

6. OTHER ASSETS

Other assets consist of the following:

Current portion

	December 31, 2023		September 30, 2023
Prepaid service fee	$	16,062	$	-
Prepaid rental		6,740		-
Totals	$	22,802	$	-

Non - current portion

	December 31, 2023		September 30, 2023
Prepaid service fee	$	-	$	21,676
Totals	$	-	$	21,676

7. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consist of the following:

	December 31, 2023			September 30, 2023
Office and computer equipment	$	68,255		$	66,249
Lease improvement		120,766			117,216
Transportation equipment		74,861			72,660
Less: Accumulated depreciation		(213,930	)		(202,009	)
Totals	$	49,952		$	54,116

Depreciation expenses charged to the statements of operations for the three months ended December 31, 2023 and 2022 were $5,702 and $16,087, respectively.

8. INTANGIBLE ASSETS, NET

Intangible assets, net, consist of the following:

	December 31,			September 30,
	2023			2023
Software	$	97,079		$	94,226
Less: Accumulated amortization		(53,762	)		(49,826	)
Less: Impairment of intangible assets		(39,504	)		-
Totals	$	3,813		$	44,400

Amortization charged to the statements of operations for the three months ended December 31, 2023 and 2022 were $2,385 and $3,993, respectively.

9. ACCOUNTS PAYABLE

Accounts payable consist of the following:

	December 31, 2023		September 30, 2023
Amount due to agents	$	1,557,576	$	1,299,500
Amount due to third parties		964,580		901,652
Totals	$	2,522,156	$	2,201,152

10. CONTRACT LIABILITY

Contract liability consist of the following:

	December 31, 2023		September 30, 2023
Advance from customers	$	295,488	$	129,758
Totals	$	295,488	$	129,758

11. ACCRUED LIABILITIES

Accrued liabilities consist of the following:

	December 31, 2023		September 30, 2023
Late fees for accrued taxes	$	4,732,237	$	4,340,593
Profession fee		70,624		-
Accrued rental		18,199		-
Totals	$	4,821,060	$	4,340,593

12. BALANCES WITH RELATED PARTIES

	Note	December 31, 2023		September 30, 2023
Due from related parties
Yulong Yi	(a)	$	-	$	698
Shaowei Peng	(b)		2,163		1,360
Wanwu Kang	(c)		-		823
Totals		$	2,163	$	2,881

Due to related parties
Yulong Yi	(a)	$	1,098,606	$	945,532
Totals		$	1,098,606	$	945,532

(a)	Chairman and shareholders (shareholding ratio of 71.6216%) of Beijing ZhuoXun Century Culture Communication Co., Ltd. and Chairman and legal representative of Beijing Fengyuan Zhihui Education Technology Co., Ltd.

(b)	CTO and shareholders (shareholding ratio of 6.7568%) of Beijing ZhuoXun Century Culture Communication Co., Ltd. and Director of WFOE

(c)	Shareholder of Beijing Zhuoxun Century Culture Communication Co., Ltd. with a shareholding ratio of 5.4054%.

Amount due from related parties are mainly cash in advance provided to the related parties by the Company. Amount due to related parties are mainly the out-of-pocket expenses incurred by the related parties for working purpose which are to be reimbursed by the Company.

All the above balances are due on demand, interest-free, unsecured and expected to be settled within one operating period.

13. TAXES

Income tax

The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.

BVI Islands

The Company was incorporated in the British Virgin Islands (BVI). Under the current laws of the BVI, the Company is exempt from income tax and capital gains tax. Furthermore, dividend payments made by the Company are not subject to withholding tax within the BVI Islands.

Hong Kong

On March 21, 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which introduces the two-tiered profits tax rates regime. The Bill was signed into law on March 28, 2018 and was announced on the following day. Under the two-tiered profits tax rates regime, the first 2 million Hong Kong Dollar (“HKD”) of profits of the qualifying group entity will be taxed at 8.25%, and profits above HKD 2 million will be taxed at 16.5%.

PRC Tax

Based on the Circular No. 13 of the State Tax Bureau for 2022, effective from January 1, 2022 to December 31, 2024, for small and micro-profit enterprises, the portion of the annual taxable income not exceeding RMB 1 million will be reduced by 25% and counted as taxable income, the corporate income tax will be paid at a rate of 20%. For the taxable income that exceeds RMB 1 million but does not exceed RMB 3 millions, the amount will be reduced by 50% and counted as taxable income, the corporate income tax will also be paid at a rate of 20%. During the three months ended December 31, 2023 and 2022, the operating entities within China were rated as small and micro enterprises.

A reconciliation of the income tax benefit determined at the statutory income tax rate to the Company’s income taxes is as follows:

	For The Three Months Ended
	December 31,
	2023			2022
Loss before income taxes	$	(801,867	)	$	(880,493	)
PRC statutory income tax rate		25	%		25	%
Income tax benefit computed at statutory corporate income tax rate		(200,466	)		(220,123	)
Reconciling items:
Non-deductible expenses		16,283			2,331
Change in valuation allowance		184,183			217,792
Income tax expenses (benefits)	$	-		$	-

The tax effects of temporary differences that give rise to the deferred tax balances as of December 31, 2023 and September 30, 2023 are as follows:

	December 31,			September 30,
	2023			2023
Deferred tax asset:
Bad debt provision	$	116,267		$	108,897
Inventory provision		95,138			-
Impairment of intangible assets		9,876			-
Tax loss carryforward		1,205,778			678,736
		1,427,059			787,633
Less: Allowance of deferred tax asset	$	(1,427,059	)	$	(787,633	)
Net amount		-			-

Taxes payable

Taxes payable consisted of the following:

	December 31,		September 30,
	2023		2023
Company income tax payable	$	1,924,379	$	1,867,816
VAT tax payable		1,399,808		1,358,660
Individual income tax payable		2,026,901		1,967,324
Other taxes payable		175,293		170,139
Totals	$	5,526,381	$	5,363,939

14. CHINA CONTRIBUTION PLAN

The Company participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond their monthly contributions. For the three months ended December 31, 2023 and 2022, the Company contributed a total of $25,926 and $45,895, respectively, to these funds.

15. SUBSEQUENT EVENT

The Company has analyzed its operations subsequent to December 31, 2023 to the date these interim condensed consolidation financial statements were issued. There is not material subsequent event to disclose in these interim condensed consolidated financial statements, except for “Gushen, Inc.” change its name to "Zhuoxun Hongtu Inc." on August 23, 2024.

Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations.

As used herein and except as otherwise noted, the term “Company”, “it(s)”, “our”, “us” and “we” shall mean Zhuoxun Hongtu Inc., a Nevada corporation, and its consolidated subsidiary, as applicable.

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements appearing elsewhere in this report, as well as the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

Certain statements in this report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Overview

Zhuoxun Hongtu Inc., a Nevada corporation previously known as “Gushen, Inc.” prior to its name change on August 23, 2024 (the “Company”), owns 100% of Dyckmanst Limited, a British Virgin Islands company (“Dyckmanst”), which owns 100% of Edeshler Limited, a Hong Kong company (“Edeshler”), which in return owns 100% of Beijing Fengyuan Zhihui Education Technology Co., Ltd., a PRC company (“Fengyuan Beijing”). The Company, Dyckmanst and Edeshler are holding companies with no substantive operations.

As a holding company with no material operations of our own, we consolidate financial results of Beijing Zhuoxun Century Culture Communication Co., Ltd., a PRC company (“Zhuoxun Beijing”), which is a variable interest entity (the “VIE”), through a series of contractual arrangements dated February 5, 2021, by and among our wholly-owned subsidiary Fengyuan Beijing, Zhuoxun Beijing and the shareholders of Zhuoxun Beijing (the “VIE Agreements”). Neither we nor our subsidiaries own any equity interests in the VIE or its subsidiary. A description of the VIE Agreements and forms of such agreements are incorporated by reference from the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on August 6, 2021.

Zhuoxun Beijing’s customers are parents who desire to acquire various family education resources. Zhuoxun Beijing delivers onsite educational services to parents through its nationwide physical network of regional collaborative education agencies. Zhuoxun Beijing’s onsite educational services include programs such as individual development, youth leadership development, and parenting schools, enabling in-person guidance and interactions in classes. Zhuoxun Beijing has developed long-term business relationships with 18 regional education agencies around the country, whom Zhuoxun Beijing provides systematic training and management for to ensure the delivery of high-quality and uniformed educational services to the customers.

In addition, Zhuoxun Beijing also provides online education to parents through their mobile application, Wisdom Lighthouse (“睿智灯塔”) (formerly known as ZhuoXun App). Zhuoxun Beijing’s products provide two sets of curricula: “Good Parenting” (“教子有方”) and “Wise Parents” (“智慧父母”). “Good Parenting”, focused on child development, provides courses including emotional intelligence (EQ) training, learning habits, learning ability, parents-children communication, stages of puberty, etc. to help parents promote children’s mental and psychological health. “Wise Parents” introduces general strategies of family education to parents to help them better understand and support their children’s growth and needs, whereby courses such as traditional family values, improvement of parents’ qualifications, and psychological analysis are provided. Through Zhuoxun Beijing’s mobile application, Zhuoxun Beijing’s users can, based on their own interest and needs, select courses that are suitable for them and obtain valuable knowledge and skills provided by Zhuoxun Beijing’s courses. Zhuoxun Beijing’s users on mobile platform can use iPhone, Android, iPad and other tablets to review the courses anywhere and anytime. As of the date hereof, Zhuoxun Beijing has around 52,000 active users on the Wisdom Lighthouse app.

Zhuoxun Beijing’s online family education mobile platform monetizes through in-app purchases. Zhuoxun Beijing provides one free trial class of each course for all the users. The remaining classes are available for purchase. Users are able to view the first class for free before determining if to purchase the remaining classes.

Zhuoxun Beijing’s product Zhuoxun Anti-Addiction Cellphone (“Zhuoxun Cellphone”) is an intelligent terminal device. Dami Zhilian Information Technology Group Co., Ltd, a technology company that develops and produces smartphones (“Dami Zhilian”), customizes and produces Zhuoxun Cellphone according to the design requirements set by Zhouxun Beijing. Zhuoxun Beijing does not own any intellectual property in connection with Zhuoxun Cellphones. Zhuoxun Beijing sells Zhuoxun Cellphones through regional collaborative education agencies. Zhuoxun Cellphone has primarily four functions including anti-addiction, myopia prevention, security, and study assistance, for the purpose of managing elementary and middle school students. Parents are able to personalize and monitor their children’s use of Zhuoxun Cellphone by setting screen auto-lock, monitoring internet surfing, monitoring mobile application usage, monitoring physical locations, etc.

Starting in the third quarter of fiscal year 2022, the Company sells household products via the Company’s app in a small scale, and the amount of sales was immaterial compared to the total revenue of the corresponding period.

Recent Development

Name Change

On August 9, 2024, pursuant to Section 78.390(8) of the Nevada Revised Statutes (the “NRS”), the Company’s board of directors (the “Board”) approved the change of the Company’s name from “Gushen, Inc.” to “Zhuoxun Hongtu Inc.” to align with the Company’s operations and brands for its subsidiaries (the “Name Change”) and the filing of a certificate of amendment (the “Certificate of Amendment”) with the Secretary of State for the State of Nevada effectuating such Name Change. The Certificate of Amendment was filed with the Secretary of State for the State of Nevada on August 23, 2024.

Critical Accounting Policies and Estimates

Basis of Presentation

The unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

Going Concern

The accompanying unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.

On an on-going basis, the Company will also receive financial support commitments from the Company’s related parties.

Use of Estimates

The preparation of these unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management of the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating its consolidated financial statements.

Revenue Recognition

Zhuoxun Beijing recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which Zhuoxun Beijing expects to receive in exchange for those goods or services. Zhuoxun Beijing recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) it satisfies the performance obligation.

Revenues are recognized when control of the promised goods or services is transferred to its customers, which may occur at a point in time or over time depending on the terms and conditions of the agreement, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

Zhuoxun Beijing identified the following performance obligations for each type of contract:

Training revenue

Zhuoxun Beijing’s online training course service primarily includes coursewares or videos which are already published on the website. Other than providing the access, there are no bundle or multiple separable and distinct tasks. According to ASC 606-10-25-19, there is one performance obligation for the training course service. Zhuoxun Beijing required and received fees before participants accessed the online courses. Revenue recognised over the period of the card after the E-card was activated.

Practical expedients and exemption

Zhuoxun Beijing has not incurred any costs to obtain contracts, and does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

Other service income is earned when services have been rendered.

Income Taxes

We apply ASC 740, Accounting for Income Taxes, to account for uncertainty in income taxes and the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.

Foreign Currency and Foreign Currency Translation

The functional currency of the Company is the United States dollar (“US dollar”). Fengyuan Beijing, Zhuoxun Beijing and Zhuoxun Beijing’s subsidiaries, all of which are based in PRC, use the local currency, the Chinese Yuan (“RMB”), as their functional currencies. 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 unaudited interim consolidated financial statements are presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Stockholders’ equity accounts are translated using the historical exchange rates at the date the entry to stockholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s income statement. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the consolidated balance sheets.

Translation of amounts from RMB into U.S. dollars has been made at the following exchange rates:

Balance sheet items, except for equity accounts
December 31, 2023		RMB7.0798 to $1
September 30, 2023		RMB7.2942 to $1

Income statement and cash flows items
For the three months ended December 31, 2023		RMB7.2052 to $1
For the three months ended December 31, 2022		RMB7.1090 to $1

Impairment of Long-lived Assets

Credit risk

Fair Value of Financial Instruments

Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – include other inputs that are directly or indirectly observable in the market place

Level 3 – unobservable inputs which are supported by little or no market activity

The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts and other receivables, other current assets, accounts and other payables, and other short-term liabilities approximate their fair value due to their short maturities.

In accordance with ASC 825, for investments in financial instruments with a variable interest rate indexed to performance of underlying assets, the Company elected the fair value method at the date of initial recognition and carried these investments at fair value. Changes in the fair value are reflected in the accompanying consolidated statements of operations and comprehensive loss as other income (expense). To estimate fair value, the Company refers to the quoted rate of return provided by banks at the end of each period using the discounted cash flow method. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements.

As of December 31, 2023 and September 30, 2023, the Company had no investments in financial instruments.

Results of Operations

Comparison of Three Months Ended December 31, 2023 and 2022

The following table sets forth key components of our results of operations during the three months ended December 31, 2023 and 2022, both in dollars and as a percentage of our revenue.

	Three Months Ended December 31,
	2023						2022
	Amount			% of Revenue			Amount			% of Revenue
Revenue	$	48			100.00		$	89			100.00
Cost of revenue		-			-			(1	)		(1.12	)
Gross profit		48			100.00			88			98.88
Selling expenses		(101,387	)		(211,222.92	)		(320,820	)		(360,471.91	)
General and administrative expenses		(458,497	)		(955,202.08	)		(292,602	)		(328,766.29	)
Loss from operations		(559,836	)		(1,166,325	)		(613,334	)		(689,139.33	)
Other income (expense), net		(242,031	)		(504,231.25	)		(267,159	)		(300,178.65	)
Net loss before income taxes		(801,867	)		(1,670,556.25	)		(880,493	)		(989,317.98	)
Income tax benefit		-			-			-			-
Net loss	$	(801,867	)		(1,670,556.25	)	$	(880,493	)		(989,317.98	)

Revenue.

The Company’s revenue was decreased from $89 to $48 during the three months ended December 31, 2023 compared with the same period in 2022. Due to the impact of the epidemic, the company’s original offline business could not be carried out, there was only a few online training revenues for the three months ended December 31, 2022. The company adjusted its mode of operation, gradually shifted its business focus to the brand authorization for community healthy station, there was not yet significantly reflected during the three months ended Deccember 31, 2023.

Cost of revenue.

Our cost of revenue was $nil and $1 for the three months ended December 31, 2023 and 2022, respectively. The decrease was in line with the decrease of revenue.

Gross profit and gross margin.

Our gross profit was $48 for the three months ended December 31, 2023, compared with a gross profit of $88 for the same period in 2022. Gross profit as a percentage of revenue (gross margin) was 100% for the three months ended December 31, 2023, compared to a gross margin of 98.88% for the same period in 2022.

Selling expenses.

Our selling expenses consist primarily of compensation and benefits to our expense related to the revenue, such as advertising fee, marketing fees. Our selling expenses decreased by $219,433 to $101,387 for the three months ended December 31, 2023, compared to $320,820 for the same period in 2022. We adjusted the strategy by reducing 7 of our selling employees, thus salary and welfare decrease by $81,738 for the three months ended December 31, 2023, compared to the same period in 2022. Marketing fees had been fully amortized during FY2023, and no additional marketing fees for the three months ended December 31, 2023. As the company’s main business shifted to charge for use of brand step-by-step, the company did not have to pay any cloud product service fees, so service fees decreased by $22,550 for the three months ended December 31, 2023.

	Three Months ended December 31,
	2023				2022				Fluctuation
	Amount		%		Amount		%		Amount			%
Salary and welfare		37,548		37.03		119,286		37.18		(81,738	)		(68.52	)
Conference Fees		-		-		816		0.25		(816	)		(100.00	)
Marketing fee		-		-		105,635		32.93		(105,635	)		(100.00	)
Service fee		38,983		38.45		61,533		19.18		(22,550	)		(36.65	)
Depreciation and amortization		3,632		3.58		3,558		1.11		74			2.08
Others		21,224		20.93		29,992		9.35		(8,768	)		(29.23	)
Total Selling Expense	$	101,387		100.00	$	320,820		100	$	(219,433	)		(68.40	)

General and administrative expenses.

Our general and administrative expenses consist primarily of compensation and benefits to our general management, finance and administrative staff, professional fees and other expenses incurred in connection with general operations. Our general and administrative expenses increased by $165,896 to $458,497 for the three months ended December 31, 2023, compared to $292,602 for the same period in 2022. We adjusted the strategy by reducing 3 of our gerneral and administrative employees, thus salary and welfare decrease by $37,957 for the three months ended December 31, 2023, compared with the same period 2022. Due to the decrease of employees, the company reconfigured the office, so the rent decreased by $9,401 for the three months ended December 31, 2023 compared with the same period 2022. Professional fee increased by $175,652 for the three months ended December 31, 2023, mainly due to annual audit fees.

	Three Months ended December 31,
	2023				2022				Fluctuation
	Amount		%		Amount		%		Amount			%
Salary and welfare		73,413		16.01		111,370		38.06		(37,957	)		(34.08	)
Depreciation and amortization		4,455		0.97		16,521		5.65		(12,066	)		(73.03	)
Rent		33,095		7.22		42,496		14.52		(9,401	)		(22.12	)
Professional fees		274,744		59.92		99,093		33.87		175,652			177.26
Bad debt		16,169		3.53		5,890		2.01		10,279			174.52
Impairment of intangible assets		38,817		8.47		-		-		38,817			100.00
Others		17,804		3.88		17,232		5.89		572			3.32
Total G&A Expenses	$	458,497		100.00	$	292,602		100	$	165,896			56.70

Income tax benefit.

Our Income tax benefit was $nil and $nil for the three months ended December 31, 2023 and 2022.

Net loss.

As a result of the cumulative effect of the factors described above, our net loss was $801,867 and $880,493 for the three months ended December 31, 2023 and 2022, respectively.

Liquidity and Capital Resources

The following table sets forth a summary of our cash flows for the periods indicated:

	Three Months Ended December 31,
	2023			2022
Net cash used in operating activities	$	(71,692	)	$	(677,267	)
Net cash provided by financing activities		122,275			-
Net (decrease)/ increase in cash and cash equivalents		50,583			(677,267	)
Effect of exchange rate changes on cash and cash equivalents		2,641			5,956
Cash and cash equivalents at the beginning of period		57,699			867,619
Cash and cash equivalents at the end of period	$	110,923		$	196,308

As of December 31, 2023, we had cash and cash equivalents of $110,923. To date, we have financed our operations primarily through borrowings from our stockholders, related and unrelated parties.

Operating Activities

Net cash used in operating activities was $71,692 for the three months ended December 31, 2023, as compared to $677,267 net cash used in operating activities for the three months ended December 31, 2022.

The net cash used in operating activities for the three months ended December 31, 2023 was mainly due to our net loss of $801,867, the increase in other receivables of $23,963, and the increase in prepayment of $34,521, partially offset by the increase in account payable of $249,919, and the increase in contract liabilities of $158,985.

The net cash used in operating activities for the three months ended December 31, 2022 was mainly due to our net loss of $880,493, and the increase in prepayment of $60,182, partially offset by the adjustments to reconcile net loss to net cash used in operating activities of $70,100.

Financing Activities

Net cash provided by financing activities was $122,275 for the three months ended December 31, 2023, as compared to $nil for the three months ended December 31, 2022. The net cash used in investing activities for the three months ended December 31, 2031 was mainly attributable to amount due to related parties.

Off-Balance Sheet Arrangements

As of December 31, 2023 and September 30, 2023, we did 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 is material to investors.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about the Company on which to base an evaluation of its performance. There is no guarantee on the continued success in its business operations. The business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, a narrow client base, limited sources of revenue, and possible cost overruns due to the price and cost increases in supplies and services.

Without additional funding, management believes that the Company will not have sufficient funds to meet its obligations beyond one year after the date our condensed consolidated financial statements are issued. These conditions give rise to substantial doubt as to our ability to continue as a going concern.

The Company has been, and intend to continue, working toward identifying and obtaining new sources of financing. To date it has been dependent on related parties for its source of funding. No assurances can be given that it will be successful in obtaining additional financing in the future. Any future financing that it may obtain may cause significant dilution to existing stockholders. Any debt financing or other financing of securities senior to our common stock that it is able to obtain will likely include financial and other covenants that will restrict its flexibility. Any failure to comply with these covenants would have a negative impact on its business, prospects, financial condition, results of operations and cash flows.

If adequate funds are not available, it may be required to delay, scale back or eliminate portions of it or Zhuoxun Beijing’s operations or obtain funds through arrangements with strategic partners or others that may require us to relinquish rights to certain of our assets. Accordingly, the inability to obtain such financing could result in a significant loss of ownership and/or control of our assets and could also adversely affect the Company’s ability to fund it or Zhuoxun Beijing’s continued operations and expansion efforts.

During the next 12 months, the Company expect to incur the same amount of expenses each month. However, as Zhuoxun Beijing works to expand its operations, it expects to incur significant research, marketing and development costs and expenses on Zhuoxun Beijing’s online service platforms that meet the constantly evolving industry standards and consumer demands.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the Company’s market risk during the three months ended December 31, 2023. For a discussion of the Company’s exposure to market risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of its annual report on Form 10-K for the year ended September 30, 2023, filed with the SEC on May 31, 2024 (the “10-K”).

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our senior management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective such that the information relating to us required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Company’s former management abandoned all operations for several years, and only recently did the Company appoint new management to make filings with the SEC on behalf of the Company.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter covered by this report that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We or the VIE are not currently involved in any material legal proceedings other than ordinary routine litigations incidental to the business, to which we, any of our subsidiaries, or the VIE and its subsidiary (Beijing Zhuoxun Education Technology Co., Ltd.) is a party or of which any of our property is the subject. From time-to-time we or the VIE are, and we or the VIE anticipate that we or the VIE will be, involved in legal proceedings, claims, and litigation arising in the ordinary course of our or the VIE’s business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on our financial statements. We could be forced to incur material expenses with respect to these legal proceedings, and in the event that there is an outcome in any that is adverse to us, our financial position and prospects could be harmed.

Item 1a. Risk Factors

For a discussion of our risk factors, see Part I, Item 1A. “Risk Factors” of the 10-K. The risks and uncertainties that we face are not limited to those set forth in the 10-K. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business and the trading price of our securities. There have been no material changes to the Company’s risk factors since the filing of the 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

31.1*		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
31.2*		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer
32.1*		Section 1350 Certification of principal executive officer
32.2*		Section 1350 Certification of principal financial and accounting officer
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	filed herewith

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Zhuoxun Hongtu Inc.
	(Registrant)

Date: October 11, 2024	By:	/s/ Yulong Yi
		Yulong Yi
		Chairman of the Board of Directors, Officer &
		CEO, President, Treasurer (Principal
		Executive Officer & Principal Financial
		Accounting Officer)

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Zhuoxun Hongtu Inc. 10-Q