UNITED STATES

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 ~~September~~March 3031, ~~2024~~2025

☐ 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 333-252500

~~YCQH~~Intelligent ~~AGRICULTURAL~~Hotel ~~TECHNOLOGY~~Group ~~CO. LTD~~Ltd

(Exact name of registrant issuer as specified in its charter)

Nevada		~~2870~~61-1948707		~~61-1948707~~
(State or other jurisdiction of incorporation or organization)		(~~Primary~~IRS ~~Standard~~Employer ~~Industrial~~Identification ~~Classification~~ Number)		~~(IRS Employer Identification Number)~~

No.1002, Block 2, No.5, Annex 5, No.188,

No. 188 and No. 5, East Beizhan Road,
Shapingba District, Chongqing, China		404100
(Address of Principal Executive Offices)		(Zip Code)

~~Beizhan~~No. ~~East~~188 ~~Road,~~and ~~Shapingba~~No. ~~District~~5, ~~Chongqing,~~East ~~China~~Beizhan ~~400030~~Road

Shapingba District, Chongqing, China 404100

(Address of principal executive offices, including zip code)

(+86) ~~13981161812~~15016720830

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name on each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate ~~Web site~~Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

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

As of ~~November~~July 1817, ~~2024~~2025, there were 101,400,000 shares of common stock, par value $0.0001 per share, outstanding.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	F-1
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:	F-1
	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF September 30, 2024 (UNAUDITED) AND DECEMBER 31, 2023	F-1
	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2025 (UNAUDITED) AND DECEMBER 31, 2024	F-1
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTHS ENDED September 30, 2024 AND 2023	F-2
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024	F-2
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT FOR THE NINE MONTHS ENDED September 30, 2024 and 2023	F-3
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024	F-3
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED September 30, 2024 and 2023	F-4
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2025 and 2024	F-4
	NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	108
ITEM 4.	CONTROLS AND PROCEDURES	108
PART II	OTHER INFORMATION	1210
ITEM 1	LEGAL PROCEEDINGS	1210
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	1210
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	1210
ITEM 4	MINE SAFETY DISCLOSURES	1210
ITEM 5	OTHER INFORMATION	1210
ITEM 6	EXHIBITS	1211
SIGNATURES		1312

PART I — FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~YCQH~~INTELLIGENT ~~AGRICULTURAL~~HOTEL ~~TECHNOLOGY~~GROUP ~~CO.~~ LTD

(FORMALLY KNOWN AS YCQH AGRICULTURAL TECHNOLOGY CO. LTD)

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~September~~March 3031, ~~2024~~2025 AND DECEMBER 31, ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

	As of September 30, 2024			As of
	As of March 31, 2025			As of December 31,
	(UNAUDITED)			~~December 31, 2023~~2024
ASSETS
Current assets
Cash and cash equivalents	$	13,~~420~~073		$	9529,~~938~~825
Inventories	$	~~108~~24,~~796~~212		$	~~113~~24,~~688~~178
Prepayment, deposits and other receivables	$	~~213~~81,~~007~~597		$	~~132~~82,~~747~~276
Total current assets	$	~~323~~108,~~223~~882		$	~~342~~136,~~373~~279
Non-current Assets
TOTAL ASSETS	$	108,882		$	136,279
Right-of-use assets, net		-			34,954
Total non-current assets		-			34,954
TOTAL ASSETS	$	323,223		$	377,327
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Other payables and accrued liabilities	$	669		$	4,480
Trade payables	$	2,325		$	12,597
Deferred revenue	$	161		$	161
Other payables and accrued liabilities		9,532			32,242
Amount due to related party	$	394,627			413,409
Deferred revenue		165			14,782
Total current liabilities	$	395,457		$	418,050
Amount due to a director		481,100			501,890
TOTAL LIABILITIES	$	395,457		$	418,050
Lease liability – current portion		-			34,954
Total current liabilities		493,122			596,465
TOTAL LIABILITIES		493,122			596,465
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; 0 issued and outstanding		-			-
Common stock, $0.0001 par value; 800,000,000 shares authorized; 101,400,000 shares of common stock issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		10,140			10,140
Common stock, $0.0001 par value; 800,000,000 shares authorized; 101,400,000 and 101,400,000 shares of common stock issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	$	10,140		$	10,140
Additional paid-in capital	$	148,860		$	148,860
Accumulated other comprehensive income	$	~~5,477~~632		$	(1,~~860~~498	)
Accumulated deficit	$	(~~334~~446,~~376~~207	)	$	(~~379~~439,~~998~~273	)
TOTAL STOCKHOLDERS’ DEFICIT	$	(~~169~~286,~~899~~575	)	$	(~~219~~281,~~138~~771	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	~~323~~108,~~223~~882		$	~~377~~136,~~327~~279

See accompanying notes to unaudited condensed consolidated financial statements.

F-1

~~YCQH~~INTELLIGENT ~~AGRICULTURAL~~HOTEL ~~TECHNOLOGY~~GROUP ~~CO.~~ LTD

(FORMALLY KNOWN AS YCQH AGRICULTURAL TECHNOLOGY CO. LTD)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

	2024			2023			2024			2023
	2025			2024
	Three months ended September 30,						Nine months ended September 30,
	Three months ended March 31,
	2024			2023			2024			2023
	2025			2024 (Restated)
REVENUE	$	-		$	67242,~~593~~721		$	~~292,405~~		$	~~223,564~~
COST OF REVENUE		-		$	(566,~~290~~371	)		~~(65,117~~	)		~~(39,007~~	)
GROSS PROFIT		-		$	62176,~~303~~350			~~227,288~~			~~184,557~~
OPERATING EXPENSES
Selling and distribution	$	-		$	-(2,439	)		~~(51,058~~	)		~~(495~~	)
General and administrative	$	(256,~~223~~940	)	$	(~~128~~66,~~552~~991	)		~~(123,917~~	)		~~(275,520~~	)
PROFIT (LOSS) FROM OPERATION BEFORE INCOME TAX		(25,223	)		(66,249	)		52,313			(91,458	)
INCOME/(LOSS) FROM OPERATION BEFORE INCOME TAX	$	(6,940	)	$	106,920
INTEREST INCOME		1			15			84			79
OTHER INCOME/(EXPENSE)	$			$
OTHER INCOME		-			3,286			1,379			3,286
Interest income		6			68
PROFIT (LOSS) BEFORE INCOME TAX		(25,222	)		(62,948	)		53,776			(88,093	)
INCOME/(LOSS) BEFORE INCOME TAX	$	(6,934	)	$	106,988
INCOME TAX EXPENSES	$	-		$	-			~~(8,154~~	)		~~(238~~	)
NET INCOME (LOSS)		(25,222	)		(62,948	)		45,622			(88,331	)
NET INCOME/(LOSS)	$	(6,934	)	$	106,988
Other comprehensive income:
- Foreign currency translation income (loss)		8,692			(745	)		3,617			(8,894	)
- Foreign currency translation income	$	2,130		$	(2,702	)
TOTAL COMPREHENSIVE INCOME (LOSS)		(16,530	)		(63,693	)		49,239			(97,225	)
TOTAL COMPREHENSIVE INCOME/(LOSS)	$	(4,804	)	$	104,286
NET LOSS PER SHARE, BASIC AND DILUTED		~~(0.00~~-	)		~~(0.00~~-	)		~~0.00~~			~~(0.00~~	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		101,400,000			101,400,000			~~101,400,000~~			~~101,400,000~~

See accompanying notes to unaudited condensed consolidated financial statements.

F-2

~~YCQH~~INTELLIGENT ~~AGRICULTURAL~~HOTEL ~~TECHNOLOGY~~GROUP ~~CO.~~ LTD

(FORMALLY KNOWN AS YCQH AGRICULTURAL TECHNOLOGY CO. LTD)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

	NUMBER OF SHARES		AMOUNT		PAID-IN CAPITAL		ACCUMULATED DEFICIT			COMPREHENSIVE INCOME			EQUITY/ (DEFICIT)
	COMMON STOCK				ADDITIONAL					ACCUMULATED OTHER			TOTAL STOCKHOLDERS’
	NUMBER OF SHARES		AMOUNT		PAID-IN CAPITAL		ACCUMULATED DEFICIT			COMPREHENSIVE INCOME			~~STOCKHOLDERS’~~EQUITY/ (DEFICIT)
Balance as of December 31, 2022		101,400,000	$	10,140	$	148,860	$	(389,987	)	$	7,869		$	(223,118	)
Balance as of December 31, 2024		101,400,000	$	10,140	$	148,860	$	(439,273	)	$	(1,498	)	$	(281,771	)
Net profit for the period		-		-		-	$	69(6,~~894~~934	)		-		$	69(6,~~894~~934	)
Foreign currency translation		-		-		-		-		$	~~487~~2,130		$	~~487~~2,130
Balance as of March 31, 2023		101,400,000	$	10,140	$	148,860	$	(320,093	)	$	8,356		$	(152,737	)
Balance as of March 31, 2025		101,400,000	$	10,140	$	148,860	$	(446,207	)	$	632		$	(286,575	)
Net loss for the period		-		-		-		(95,277	)		-			(95,277	)
Foreign currency translation		-		-		-		-			(8,636	)		(8,636	)
Balance as of June 30, 2023		101,400,000	$	10,140	$	148,860	$	(415,370	)	$	(280	)	$	(256,650	)
Net loss for the period								(62,948	)					(62,948	)
Foreign currency translation		-		-		-		-			(745	)		(745	)
Balance as of September 30, 2023		101,400,000	$	10,140	$	148,860	$	(478,318	)	$	(1,025	)	$	(320,343	)

	COMMON STOCK				ADDITIONAL					ACCUMULATED OTHER			TOTAL STOCKHOLDERS’
	NUMBER OF SHARES		AMOUNT		PAID-IN CAPITAL		ACCUMULATED DEFICIT			COMPREHENSIVE INCOME			EQUITY/ (DEFICIT)
Balance as of December 31, 2023		101,400,000	$	10,140	$	148,860	$	(379,998	)	$	1,860		$	(219,138	)
Net profit for the period		-		-		-		155,607			-			155,607
Balance		101,400,000	$	10,140	$	148,860	$	(379,998	)	$	1,860		$	(219,138	)
Foreign currency translation		-		-		-		-			(2,702	)		(2,702	)
Net profit for the period(Restated)		-		-		-	$	106,988			-		$	106,988
Balance as of March 31, 2024		101,400,000	$	10,140	$	148,860	$	(224,391	)	$	(842	)	$	(66,233	)
Net profit for the period		-		-		-	$	106,988			-		$	106,988
Net loss for the period		-		-		-		(84,763	)		-			(84,763	)
Foreign currency translation		-		-		-		-		$	(2,702	)	$	(2,702	)
Foreign currency translation		-		-		-		-			(2,373	)		(2,373	)
Balance as of March 31, 2024(Restated)		101,400,000	$	10,140	$	148,860	$	(273,010	)	$	(842	)	$	(114,852	)
Balance as of June 30, 2024		101,400,000	$	10,140	$	148,860	$	(309,154	)	$	(3,215	)	$	(153,369	)
Balance		101,400,000	$	10,140	$	148,860	$	(273,010	)	$	(842	)	$	(114,852	)
Balance		101,400,000	$	10,140	$	148,860	$	(309,154	)	$	(3,215	)	$	(153,369	)
Net loss for the period		-		-		-		(25,222	)		-			(25,222	)
Net income (loss)		-		-		-		(25,222	)		-			(25,222	)
Foreign currency translation		-		-		-		-			8,692			8,692
Balance as of September 30, 2024		101,400,000	$	10,140	$	148,860	$	(334,376	)	$	5,477		$	(169,899	)
Balance		101,400,000	$	10,140	$	148,860	$	(334,376	)	$	5,477		$	(169,899	)

See accompanying notes to unaudited condensed consolidated financial statements.

F-3

~~YCQH~~INTELLIGENT ~~AGRICULTURAL~~HOTEL ~~TECHNOLOGY~~GROUP ~~CO.~~ LTD

(FORMALLY KNOWN AS YCQH AGRICULTURAL TECHNOLOGY CO. LTD)

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

	Nine Months Ended			Nine Months Ended
				Three Months Ended
	September 30, 2024			September 30, 2023
	Three Months Ended March 31, 2025			March 31, 2024 (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss)	$	45(6,~~622~~934	)	$	~~(88~~106,~~331~~988	)
Adjustments to reconcile net profit to net cash used in operating activities:
Change in operating lease ROU assets		~~34,293~~-		$	(36,~~286~~775	)
Depreciation and amortization		-			29,253
Inventories		-		$	(9,144	)
Changes in operating assets and liabilities:
Prepayment, deposits and other receivables	$	(16,615	)	$	(47,802	)
Inventories		5,819			33,571
Other payables and accrued liabilities	$	(3,819	)	$	68,106
Prepayment, deposits and other receivables		(77,462	)		(174,957	)
Deferred revenue		-		$	(11,425	)
Other payables and accrued liabilities		(25,511	)		(51,260	)
Change in lease liability		-		$	(6,775	)
Deferred revenue		(14,440	)		(119,843	)
Account payables		-		$	12,290
Change in lease liability		(34,293	)		(29,591	)
Net cash used in operating activities	$	(27,368	)	$	119,013
Trade payables		(9,939	)		-
Receipt in advance		-			162
Net cash used in operating activities	$	(75,911	)	$	(404,282	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment		-			-
Net cash used in investing activities		-			-
Purchase of intangible asset		-			-
Net cash used in investing activities	$	-		$	-
CASH FLOWS FROM FINANCING ACTIVITIES:
Amount due to director		(21,905	)		171,308
Amount due to related party	$	(1,441	)	$	(83,193	)
Net cash (used in) provided by financing activities	$	(211,~~905~~441	)	$	~~171~~(83,~~308~~193	)
Effect of exchange rate changes on cash and cash equivalents	$	32,~~298~~057		$	~~6,395~~(401	)
Net decrease in cash and cash equivalents		(94,518	)	$	(226,579	)
Net (decrease)/increase in cash and cash equivalents	$	(26,752	)	$	35,419
Cash and cash equivalents, beginning of period	$	9529,~~938~~825		$	~~232~~95,~~706~~938
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	13,~~420~~073		$	6131,~~127~~357
SUPPLEMENTAL CASH FLOWS INFORMATION
Cash paid for income taxes	$	~~8,154~~-		$	-
Cash paid for interest paid	$	-		$	-
Non-cash Transactions of Operating and Financing Activities
Other receivable and prepayments offset by loans from related party	$	(17,411	)	$	-

See accompanying notes to unaudited condensed consolidated financial statements.

F-4

~~YCQH~~INTELLIGENT ~~AGRICULTURAL~~HOTEL ~~TECHNOLOGY~~GROUP ~~CO.~~ LTD

(FORMALLY KNOWN AS YCQH AGRICULTURAL TECHNOLOGY CO. LTD)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025 AND ~~2023~~2024

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

1. ORGANIZATION AND BUSINESS BACKGROUND

~~YCQH~~Intelligent Hotel Group Ltd, formerly known as YCQH Agricultural Technology Co., Ltd., was incorporated under the laws of the State of Nevada on October 15, 2019. ~~under~~On ~~the~~May ~~laws~~6, of2025, the ~~State~~Company filed a Certificate of Amendment with the Nevada Secretary of ~~which~~State ~~Ms.~~to ~~Wang~~change ~~Min~~its ~~was~~name to Intelligent ~~appointed~~Hotel Group Ltd (the ~~President,~~“Name ~~Secretary~~Change”), ~~Treasurer~~which ~~and~~was ~~sole~~previously ~~director~~approved by the Board of ~~our~~Directors ~~board~~on April 15, 2025. To reflect the Name Change, the Board approved a corresponding amendment to the Company’s bylaws on May 7, 2025.

The Company ~~primarily~~originally ~~operates~~operated in the bio-carbon-based fertilizer (“BCBF”) trading business, ~~including~~sourcing ~~wholesale~~products directly from producers in China and ~~retail~~selling ~~sale~~ them to ~~customer~~customers ~~mainly~~primarily ~~based~~located in the People’s Republic of China~~, sourcing directly from producers in China~~. The Company ~~does~~did not ~~maintain~~ ~~and~~own or operate any production ~~and~~facilities or manufacturing ofequipment for BCBF ~~facility or machine and equipment~~products. On July 25, 2022, the Company ~~ventures~~ ventured into online retailing business through e-commerce ~~platform~~platforms, retailing a series of daily use products ~~covering~~ from healthcare products, cosmetic products, fashion products, household products and so forth. On April 19, 2023, the Company ventured into beauty products trading business which includes retail sales to ~~customer~~customers mainly based in People’s Republic of China, sourcing directly from producers in China. ~~The~~As of the date of this report, the Company ~~acts~~has asceased all operations related to the ~~intermediary~~BCBF, ~~role~~online retailing business, and ~~does~~beauty ~~not~~products ~~keep~~trading ~~any~~business. In ~~form~~light of ~~inventory~~this ~~throughout~~transition, the ~~online~~Company ~~retail~~is actively evaluating potential acquisition targets and strategic business opportunities in ~~transaction~~order to identify a new direction that aligns with its long-term growth objectives.

Company name	Place/date of incorporation	Principal activities
YCQH Holding Limited (“YCQH Seychelles”)	Seychelles / October 11, 2019	Investment holding
YCQH Agricultural Technology Co. Limited (“YCQH HK”)	Hong Kong / October 10, 2019	Investment holding
YCWB Agricultural Technology Co. Limited (“YCWB”)	ChongQing Province, China/December 10, 2019	Operates in bio-carbon-based fertilizer trading business
SCQC Agriculture Co. Limited (“SCQC”)	SiChuan Province, China/November 1, 2019 (acquired on June 15, 2020)	Operates in bio-carbon-based fertilizer trading business and daily use products online retailing business

On December 16, 2019, the Company acquired YCQH Holding Limited, a company incorporated in Republic of Seychelles. On the same day, YCQH Seychelles acquired YCQH Agricultural Technology Co. Limited, a company incorporated in Hong Kong.

On December 1610, 2019, the ~~Company acquired~~ YCQH ~~Holding~~HK ~~Limited, a company~~ incorporated inYCWB ~~Republic~~Agricultural ofTechnology ~~Seychelles~~Co. InLimited, ~~the~~a ~~same~~wholly ~~day~~foreign-owned ~~YCQH Seychelles~~enterprise, ~~acquired~~in ~~YCQH~~SiChuan ~~Agricultural~~Province, China, ~~Technology~~with CoMs. ~~Limited,~~Wang aMin ~~company~~as ~~incorporated~~the inlegal ~~Hong Kong~~representative.

On ~~December~~June 1015, ~~2019~~2020, the ~~YCQH~~Company, HKthrough ~~incorporated~~subsidiary YCWB Agricultural Technology Co. Limited, aacquired ~~wholly~~SCQC ~~foreign~~Agriculture ~~owned~~Co. ~~enterprise~~Limited, a company incorporated in SiChuan Province, China for a consideration of CNY 1,169,996 (approximately $165,605) with Msa carrying value on the books of CNY 1,168,554 (approximately $165,401) from a third party. ~~Wang~~The ~~Min~~premium was accounted as expense for the ~~legal~~year ~~representative~~ended December 31, 2020.

On ~~June~~April 1519, ~~2020~~2023, the Company, through subsidiary YCWB Agricultural Technology Co. Limited, ~~acquired~~incorporated ~~SCQC~~XMYC ~~Agriculture~~Trading Co. Limited, a company incorporated in ~~SiChuan~~XiaMen ~~Province~~City, China ~~for a consideration of CNY 1,169,996 (approximate $165,605)~~ with ~~carrying~~an ~~value~~investment oncapital ~~book~~ of CNY 1 500,~~168,554~~000 (~~approximate~~approximately $~~165~~68,~~401~~931) ~~from a third party~~. ~~The premium was accounted as expense for the year ended December 31, 2020.~~

On ~~April~~September 1925, 2023, the Company, through subsidiary YCWB Agricultural Technology Co. Limited, ~~incorporated~~disposed XMYC Trading Co. Limited, for a ~~company incorporated~~consideration inof ~~XiaMen~~CNY ~~City,~~0.1 ~~China~~(approximately ~~with~~$0.01). anAfter ~~investment~~the ~~capital~~disposal of ~~CNY 500~~XMYC,~~000~~ ~~(approximate~~the ~~$68,931)~~Company continued to operate the beauty products trading business through YCWB until its disposal in April 2025.

On ~~September~~April 2517, ~~2023~~2025, YCWB entered into a definitive equity transfer agreement (the ~~Company~~“Disposal ~~through~~Agreement”) ~~subsidiary~~with Chenjiang Zhang, an independent third party, pursuant to which YCWB ~~Agricultural~~agreed ~~Technology~~to ~~Co.~~sell ~~Limited~~all ~~disposed~~of ~~XMYC~~its ~~Trading~~equity Cointerest in SCQC. ~~Limited,~~The ~~with~~Board ~~a consideration~~of Directors of ~~CNY~~the ~~0.1~~Company ~~(approximate~~reviewed $0and approved the Disposal Agreement and the proposed transaction on April 17, 2025.~~01).~~ ~~After~~On April 28, 2025, the Company ~~disposal~~completed the disposition of ~~XMYC,~~SCQC. SCQC was previously engaged in business segments that the Company ~~will~~has ~~continue~~determined are no longer consistent with its long-term development strategy. The decision to ~~operate~~dispose ~~the~~of ~~beauty~~SCQC ~~products~~was ~~trading~~made as part of the Company’s strategic plan to streamline operations and focus on core business activities.

The Company’s executive office is located at No.1002, Block 2, No.5, Annex 5, No.188, Beizhan East Road, Shapingba District, Chongqing, China.

F-5

Below is a list of subsidiaries as of the date of this report:

Company name	Place/date of incorporation	Principal activities
YCQH Holding Limited (“YCQH Seychelles”)	Seychelles / October 11, 2019	Investment holding

YCQH Agricultural Technology Co. Limited (“YCQH HK”)	Hong Kong / October 10, 2019	Investment holding

YCWB Agricultural Technology Co. Limited (“YCWB”)	SiChuan Province, China /December 10, 2019	Operates in BCBF trading business, online business through e-commerce platforms, and beauty products trading business

On November 30, 2024, the Company entered into a Securities Transfer Agreement (the “Agreement”) with Ms. Wang Min (the “Seller”), the largest shareholder of the Company, and Ms. Yin Yixuan (the “Buyer”). Pursuant to the terms of the Agreement, the Seller agreed to sell, and the Buyer agreed to purchase, an aggregate of 47,000,000 shares of common stock (the “Shares”) for a total purchase price of $1,094,400. The Board of Directors approved the Agreement on November 25, 2024, and on the same date, adopted resolutions appointing the Buyer as the Company’s Director and Chief Executive Officer, effective November 30, 2024. In connection with updated terms and mutual agreement of the parties, the Company, the Seller, and the Buyer subsequently entered into an Amendment to the Securities Transfer Agreement, dated June 24, 2025 (the “Amendment”). The Amendment modified certain key terms of the Agreement, including but not limited to adjustments to the purchase price, the closing schedule, and the mechanics for share transfer.

On November 25, 2024, Ms. Wang notified the Board of her decision to resign, and the Board accepted her resignation.On November 30, 2024, Ms. Wang Min resigned from all positions at the Company, including her roles as a director on the Board of Directors and as the Chief Executive Officer. Ms. Yin Yixuan was appointed as a director and as Chief Executive Officer of the Company and therefore assumed control of the Company’s management and governance as Director and CEO pursuant to the Board resolutions adopted in November 2024.

The Company’s executive office is located at No. 188 and No. 5, East Beizhan Road, Shapingba District, Chongqing, China 404100.

2. BASIS OF PRESENTATION

The accompanying ~~condensed~~ consolidated financial statements of the Company are prepared pursuant to the rules and regulations of the U.S. ~~Securities~~ Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”). All material inter-company accounts and transactions have been eliminated onin consolidation. The Company has adopted December 31 as its fiscal year end.

Unaudited Interim Financial Information

Certain information and footnote disclosures normally included in the Company’s annual audited financial statements and accompanying notes have been condensed or omitted in this accompanying interim consolidated financial statements and footnotes. Accordingly, the accompanying interim condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

In the opinion of management, these unaudited interim condensed consolidated financial statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein. The results of the interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period.

F-6

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of the ~~condensed~~ consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Chinese Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business.

Prepayment, Deposits and Other Receivables

Prepayments and deposits are mainly cash deposited or advance payments made to third parties for future purchases or future services such as ~~rent~~ rent or other general expenses. This amount is refundable and bears no interest. The Company will recognize an allowance account for ~~doubtful~~ doubtful accounts to the extent it is probable that a portion or all of a particular account will not be collected. Management reviews its prepayments and deposits on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. The Company’s management continues to evaluate the reasonableness of the allowance policy and update it if necessary. No allowance for doubtful accounts was made for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024.

Lease

The Company adopted the ASU No. 2016-02, on October 15, 2019 (date of inception). The Company leases office space for fixed periods with pre-emptive extension options. The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term.

The lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company adopted 4.75% as its incremental borrowing rate which is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.

On March 5, 2024 the management entered into a tenancy agreement to rent an office for a monthly rental of CNY9,000 (approximate $1,258) for a period of two years. On May 31, 2024, the management of the Company terminated the tenancy agreement of the office. From June 21, 2024, the management of the Company uses part of the leased office space of Chongqing Jiushengguang Enterprise Management Consulting Co., LTD. free of charge. Please refer to Note 10 for the details of the lease.

F-6

Revenue Recognition

The Company generates two streams of revenue.

The first stream of revenue is generated through sale of goods, primarily Bio-Carbon-Based-Fertilizer (“BCBF”). Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

(i) identification of the promised goods and services in the contract;

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

(iii) measurement of the transaction price, including the constraint on variable consideration;

(iv) allocation of the transaction price to the performance obligations; and

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer.

While another revenue stream is our online retailing business. In online retailing business we have differentiate into two distinct revenue streams: sales revenue with inventory risk and sales revenue without inventory risk. Initially, the Company act as an agent in transactions, meaning we place orders with suppliers upon receiving orders from customers. The suppliers will then directly send the goods to the customer based on our order info. A reporting entity assumes the role of agent in a transaction and arranges for the other party to provide the specified goods or service. Consequently, product sales revenue is recorded net of cost of sales, as we act as an agent and do not bear inventory risk.

During the last quarter of 2023, we transitioned to purchasing stock from several suppliers and outsource the inventory warehouse to few suppliers and we are liable for the inventory risk hence we are principal in this extent. Similar to previous operations, contracts are formed when customers place orders in the app, and the performance obligation remains unchanged. Revenue recognition continues to be based on the point in time when customers assume control and legal ownership of the purchased products, without deducting any associated costs, as this reflects the normal transactional relationship between seller and buyer. We recognize revenue when customers take control and legal ownership of the purchased products.

Besides, adopting ASC 606-10-55-42, we give an option to customers, which they will be received of cash back from their purchased amount in the online platform. Hence, cash back is a material right, so we will net off the cash back portion with the revenue instead of recognize the whole purchased amount as revenue.

F-7

Deferred revenue

The Company’s accounting policy related to deferred revenue is to recognize revenue for performance obligations that have not yet been fulfilled. As of September 30, 2024 and December 31, 2023, the Company recognized amounts of $165 and $14,782, respectively. The deferred revenue is expected to be recognized as revenue within 12 months from the reporting period, as all unsatisfied performance obligations are expected to be completed within that timeframe.

Shipping, Storage and Handling costs

Costs for shipping, storage and handling activities, including those activities that occur subsequent to transfer of control to the customer, are recorded as selling and distribution expense and are expensed as incurred. The Company accrues costs for shipping, storage and handling activities that occur after control of the promised good has transferred to the customer.

Advertising costs

The Company’s accounting policy related to advertising costs for annual reporting purposes is to expense costs incurred in marketing events for example event venue fees, emcee fees and others, as of the first date the advertisements take place. All marketing expenditures are expensed in the annual period in which the expenditure is incurred. For the nine months ended September 30, 2024 and 2023, the Company did not incurred expenses for advertising costs.

Earnings Per Share

The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.

Inventories

Inventories consist of finished goods and are stated at the lower of cost or net realizable value using the first-in first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary.

During the last quarter of 2023, we transitioned to purchasing stock from several suppliers and outsource the inventory warehouse to few suppliers and we are liable for the inventory risk hence we are principal in this extent. Our inventory is stored and managed at the facilities of third-party logistics providers. These arrangements involve contractual agreements outlining the terms of storage, handling, and distribution of our inventory. Besides, the third-party logistics providers are responsible for maintaining the quality and condition of the inventory in accordance with our specifications.

Each third-party logistics provider uses its own inventory management system to track the movement and availability of our products. They will send us a copy of the movement and balance of inventory at the end of the month, which we then compare with the inventory movement worksheet maintained by our company. This allows us to identify any inventory discrepancies promptly. The third-party logistics providers facilitate the distribution of our inventory to our customers and fulfillment centers as per our instructions. Additionally, the logistics providers are responsible for our inventory in any aspect of damaged goods due to their responsibility, for example, stolen inventory, damaged goods due to warehouse conditions, and other factors.

F-8

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Income Taxes

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

F-8

Foreign Currency Translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

The reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Seychelles, Hong Kong and PRC have functional currencies in United States Dollars (“US$”), Hong Kong Dollars (“HK$”) and Chinese Renminbi (“CNY¥”) respectively.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

The shareholders’ equity accounts were stated at their historical rate. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

	As of and for the nine months ended September 30, 2024		For the nine months ended September 30, 2023
	As of and for the three months ended March 31, 2025		For the three months ended March 31, 2024
Period-end HK$: US$1 exchange rate		7.7778		7.7582
Period-end CNY¥: US$1 exchange rate		7.0218		7.2822
Period-average HK$: US$1 exchange rate		7.8178		7.7582
Period-average CNY¥: US$1 exchange rate		7.1817		7.0616
Foreign currency exchange rate		7.17		7.16

F-9

Fair Value Measurement

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

F-9

Recently issued accounting pronouncements

In ~~November~~ December 2023, the FASB issued ASU 2023-0709, ~~Improvement~~Income toTaxes ~~Reportable Segment Disclosures~~ (Topic ~~280~~740).: ~~ASU~~Improvements ~~2023-07 aims~~ to ~~improve~~Income ~~segment disclosures~~Tax ~~through enhanced disclosures about significant segment expenses~~Disclosures. ~~The~~Under ~~standard~~this ~~requires~~ASU, ~~all~~ public entities, ~~including~~must ~~those public~~annually ~~entities~~(1) ~~that~~disclose specific ~~have~~categories ain ~~single~~the ~~reportable~~rate ~~segment,~~reconciliation ~~shall~~and ~~disclose~~(2) ~~all~~provide ofadditional ~~the~~information ~~following~~ for ~~each~~reconciling ~~period~~items ~~for~~that ~~which~~meet ana ~~income~~quantitative ~~statement~~threshold is(if ~~presented.~~the ~~However,~~effect ~~reconciliations~~ of ~~balance~~those ~~sheet~~reconciling ~~amounts~~items ~~for~~is ~~reportable~~equal ~~segments~~ to ~~consolidated~~or ~~balance~~greater ~~sheet~~than ~~amounts~~five ~~are~~percent ~~required only~~of ~~for~~the ~~each~~amount ~~year~~computed ~~for~~by ~~which~~multiplying apretax ~~balance~~income or ~~sheet~~loss isby ~~presented.~~the ~~The~~applicable ~~amendments~~statutory ~~will~~income betax ~~applied~~rate). ~~retrospectively~~This toASU’s ~~all~~amendments ~~prior~~are ~~periods~~effective for ~~presented~~all inentities ~~the~~that ~~financial~~are ~~statements~~subject ~~and~~to ~~is effective~~Topic ~~for~~740, ~~fiscal~~Income ~~years beginning after December 15~~Taxes, ~~2023,~~for ~~and~~annual ~~interim~~ periods ~~in fiscal years~~ beginning after December 15, 2024, with early adoption permitted. The ~~Company~~ isadoption ~~currently~~did ~~evaluating~~not ~~the~~have ~~impact~~a ofmaterial ~~the~~effect ~~additional disclosure requirements~~ on ~~the~~its ~~Company’s condensed consolidated~~ financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). This update requires entities to include more detailed information about the types of expenses, including purchases of inventory, employee compensation, depreciation, amortization, and depletion, in commonly presented expense captions such as cost of sales, research and development, and selling, general and administrative expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The Company does not expect the impact of the adoption of the guidance to be material on its financial statements.

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s unaudited condensed consolidated financial statements.

Economic and political risks

Substantially all the Company’s services are conducted in the People’s Republic of China (“PRC”), of which operations in the PRC are subject to special considerations and significant risks not typically associated with companies in rest of the world. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.

F4. Restatements of Previously-10Issued Consolidated Financial Statements

4During the preparation of its 2024 Annual Report on Form 10-K, the Company determined that it had not appropriately accounted for certain historical transactions under US GAAP. In accordance with Staff Accounting Bulletin (“SAB”) 99, Materiality, and SAB 108, Considering ~~GOING~~the ~~CONCERN~~Effects ~~UNCERTAINTIES~~of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated the materiality of the errors from qualitative and quantitative perspectives, individually and in aggregate, and concluded that the errors were material to the Consolidated Statements of Operations for the quarters ending March 31, 2024, June 30, 2024, and September 30, 2024.

~~The~~Based ~~accompanying~~on ~~financial~~this ~~statements~~evaluation, ~~have~~management ~~been~~concluded ~~prepared assuming~~ that the Company’s ~~will~~previously ~~continue~~issued asconsolidated afinancial ~~going~~statements ~~concern.~~for ~~The~~the ~~Company is currently~~aforementioned inperiods awould ~~net~~need ~~liability~~to ~~position~~be restated and ~~incurred~~could ano ~~net~~longer ~~cash~~be ~~used~~relied inupon. ~~operating~~The ~~activities~~Company ofhas ~~$75,911 for~~restated the ~~nine~~impacted ~~months~~financial ~~ended~~statements ~~September~~for each ~~30,~~of ~~2024, resulting~~these inperiods ~~accumulated~~and ~~deficit~~presented the effects of ~~$334,376 and~~the arestatement ~~working~~adjustments ~~capital~~in ~~deficit~~its of2024 ~~$169~~Annual Report on Form 10-K,~~899~~ filed on July 17, 2025.

~~The Company’s cash position may not be significant enough to support the Company’s daily operations~~5. ~~While the Company believes~~ inGOING ~~the~~CONCERN viability of its strategy and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and the ability to acquire funding through public offering. If funding from public offering is insufficient, then the Company shall rely on the financial support from its controlling shareholder.UNCERTAINTIES

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently in a net liability position and incurred a net cash used in operating activities of $27,368 for the three months ended March 31, 2025, resulting in accumulated deficit of $446,207 and a working capital deficit of $286,575.

The Company’s cash position may not be significant enough to support the Company’s daily operations. While the Company believes in the viability of its strategy and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability. If the Company unable to improve profitability, then the Company shall rely on the financial support from its controlling shareholder.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that financial statements are issued. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

56. INVENTORIES

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company inventories consist of following:

SCHEDULE OF INVENTORIES

	As of September 30, 2024			As of December 31, 2023
	As of March 31, 2025			As of December 31, 2024
Finished goods	$	~~108~~107,~~796~~259		$	~~113~~107,~~688~~107
Total inventories	$	108,796		$	113,688
Inventory Write-down	$	(83,047	)		(82,929	)
Total inventories	$	24,212		$	24,178

~~No allowance has been provided for the nine months ended September 30, 2024.~~F-10

67. PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, prepayment, deposits and other receivables consist of following:

	As of September 30, 2024		As of December 31, 2023
	As of March 31, 2025		As of December 31, 2024
Deposits for Hong Kong Company Secretary	$	13	$	13
Staff Advancement & Prepaid Staff Cost		131,750		9,810
Prepayment- Sichuan Aima	$	74,303	$	74,198
Prepayment		3,933		13,498
Service charge	$	6,101	$	6,093
Supplier Deposit & Prepayment(1)		75,961		107,581
Other expenses	$	1,180	$	1,972
Prepaid transfer agent fee and OTCIQ renewal		1,350		1,845
Total prepayment, deposits and other receivables	$	81,597	$	82,276
Total prepayment, deposits and other receivables	$	213,007	$	132,747

~~(1) As of the date of this report, SCQC, a wholly owned subsidiary of the Company, is involved in a legal dispute with Sichuan Aima Ke’er Biotechnology Group Co~~8. RELATED ~~(“Sichuan~~PARTY Aima”) regarding a cooperative agreement that was entered by both parties on June 7, 2022. The Chief Executive Officer and Director of the Company, Ms. Wang Min, serves as the legal representative of SCQC Agriculture Co. Limited (“SCQC”). This agreement was intended to support the business expansion of SCQC and outlined mutual obligations for collaboration over a two-year period, set to expire on June 6, 2024. On September 9, 2024, the Sichuan Free Trade Zone People’s Court formally accepted SCQC claim against Sichuan Aima.TRANSACTIONS

In January 2023, SCQC transferred to Sichuan Aima as an advance for the cooperative arrangement. However, negotiations in March 2023 were unproductive, leading both parties to terminate the cooperation. Sichuan Aima provided partial compensation to SCQC by offsetting the outstanding amount with goods of equivalent value. SCQC is actively pursuing the recovery of the remaining balance of RMB533,362.80, or approximately $75,961. The case is scheduled to be heard on November 19, 2024. As of the date of this report, the case remains unresolved, and no settlement has been reached.

7. OTHER PAYABLES AND ACCRUED LIABILITIES

As of September 30, 2024 and December 31, 2023, other payables and accrued liabilities consist of the following:

SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

	As of September 30, 2024		As of December 31, 2023
Other payables	$	3,032	$	3,047
Accrued audit fee		3,000		28,550
Accrued professional fee		3,500		645
Total other payables and accrued liabilities	$	9,532	$	32,242

F-11

8. AMOUNT DUE TO A DIRECTOR

SCHEDULE OF RELATED PARTY TRANSACTION

	As of September 30, 2024		As of December 31, 2023
	As of March 31, 2025		As of December 31, 2024
Amount due to a director	$	481,100	$	501,890
Amount due to related party	$	394,627	$	413,409

As of ~~September~~March 3031, ~~2024~~2025, the Company has an outstanding payable of $~~481~~394,~~100~~627 to our former director, Ms. Wang Min, which is unsecured and non-interest bearing with no fixed terms of repayment. ~~During the nine months ended September 30, 2024, the Company repaid a net amount of $20,790 to Ms. Wang Min.~~

9. SHAREHOLDERS’ EQUITY

As of September 30, 2024 and December 31, 2023, the Company has 101,400,000 shares and 101,400,000 shares of common stock issued and outstanding, respectively.

During the nine months ended September 30, 2024, the Company has not issued any shares.

The Company has 800,000,000 shares of commons stock and 200,000,000 shares of preference stock authorized, no share of preference stock issued and outstanding.

10. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

On December 1, 2022, the management of the Company through indirect wholly owned subsidiary SCQC Agriculture Co. Limited enter into a tenancy agreement to rent an office with an area of approximate 232 square meter for monthly rental of CNY24,900 (approximate $3,604) for a period of two years. On December 1, 2023, the monthly rental is reduced from CNY24,900 to CNY23,000 (approximate $3,241) for the remaining period. On February 29, 2024, the management of the Company through indirect wholly owned subsidiary SCQC Agriculture Co. Limited terminated the tenancy agreement of the office.

On March 5, 2024 the management enter into a tenancy agreement to rent an office for a monthly rental of CNY9,000 (approximate $1,258) for a period of two years. On May 31, 2024, the management of the Company terminated the tenancy agreement of the office.

Zhu Peiyuan is a manager of the Company, which is an indirect holding in Chongqing Jiushengguang Enterprise Management Consulting Co., LTD. (“Chongqing Jiushengguang”). Chongqing Jiushengguang’s leased office space is located at No. 188 and No. 5, East Beizhan Road, Shapingba District, Chongqing. From June 21, 2024, the management of the Company, through indirect wholly owned subsidiary SCQC Agriculture Co. Limited, uses part of the office space free of charge.

As9. ofSHAREHOLDERS’ ~~December 31, 2023, operating lease right-of-use assets as follows:~~EQUITY

~~SCHEDULE~~As OFof ~~OPERATING~~March ~~LEASE~~31, ~~RIGHT~~2025 ~~AND~~and ~~LEASE~~December ~~LIABILITY~~31, 2024, the Company has 101,400,000 shares and 101,400,000 shares of common stock issued and outstanding, respectively.

Right-of-use assets, net as of December 31, 2022	$	79,394
Amortization for the period ended November 30, 2023		(36,159	)
Right-of-use assets as of Nov 30, 2023		43,235
Reassessment of lease		(3,150	)
Amortization of December 31, 2023		(3,109	)
Foreign exchange translation		(2,022	)
Right-of-use assets, net as of December 31, 2023	$	34,954

During the three months ended March 31, 2025, the Company has not issued any shares.

AsThe Company has 800,000,000 shares of ~~December~~common 31stock and 200,000,000 ~~2023~~shares of preference stock authorized, ~~operating~~no ~~lease~~share ~~liability~~of aspreference ~~follows:~~stock issued and outstanding.

Lease liability as of December 31, 2022	$	79,394
Add: imputed interest for the period ended November 30, 2023		2,509
Less: gross repayment for the period ended November 30, 2023		(38,668	)
Operating lease liability as of Nov 30, 2023		43,235
Reassessment of lease		(3,150	)
Add: imputed interest of December 31, 2023		138
Less: gross repayment of December 31, 2023		(3,247	)
Foreign exchange translation		(2,022	)
Lease liability as of December 31, 2023	$	34,954

F-11

~~F-12~~10. CONCENTRATION OF RISK

11. CONCENTRATION OF RISK

Customer Concentration

For the three months ended ~~September~~March 3031, ~~2024~~2025, the Company generated total revenue of $0. For the three months ended ~~September~~March 3031, ~~2023~~2024, the Company generated total revenue of $67242,~~593~~721, of which ~~seven~~no ~~customers~~customer accounted for more than 10% of the Company’s total revenue.

SCHEDULE OF CUSTOMER CONCENTRATION RISK

	For the three months ended September 30
	For the three months ended March 31
	2024		2023		2024			2023			2024		2023
	2025		2024 (Restated)		2025			2024 (Restated)			2025		2024
	Revenues				Percentage of revenues						Accounts receivable, trade
Customer H		-		8,500		-			13			-		-
Others		-	$	242,721		-			100	%		-		-
Customer I		-		8,499		-			13			-		-
Total		-	$	242,721		-			100	%		-		-
Customer J		-		8,489		-			12			-		-
Customer K		-		8,499		-			13			-		-
Customer L		-		8,499		-			13			-		-
Customer M		-		8,482		-			12			-		-
Customer N		-		10,281		-			15			-		-
Others		-		6,344		-			9	%		-		-
Total	$	-	$	67,593		-	%		100	%	$	-	$	-

For the nine months ended September 30, 2024, the Company generated total revenue of $292,405, of which two customers accounted for more than 10% of the Company’s total revenue. For the nine months ended September 30, 2023, the Company generated total revenue of $223,564, of which no customer accounted for more than 10% of the Company’s total revenue.

	For the nine months ended September 30
	2024		2023		2024			2023			2024		2023
	Revenues				Percentage of revenues						Accounts receivable, trade
Customer B		58,481		-		20	%		-			-		-
Customer C		38,013		-		13	%		-			-		-
Others		195,911		223,564		67	%		100	%		-		-
Total	$	292,405	$	223,564		100	%		100	%	$	-	$	-

Vendor Concentration

For the three months ended ~~September~~March 3031, ~~2024~~2025, the Company incurred cost of revenue of $0, For the three months ended ~~September~~March 3031, ~~2023~~2024, the Company incurred cost of revenue of $566,~~290 solely~~371 of which three vendors accounted byfor amore ~~single~~than ~~vendor~~10% of the Company’s total cost of revenue.

SCHEDULE OF VENDOR CONCENTRATION RISK

	For the three months ended September 30
	For the three months ended March 31
	2024		2023		2024		2023			2024		2023
	2025		2024 (Restated)		2025		2024			2025		2024
	Cost of revenue				Percentage of Cost of revenue					Accounts payable, trade
Vendor B		-		5,290		-		100	%		-		-
Vendor A		-		-		-		-	%		-		-
Total	$	-	$	5,290		-		100	%	$	-	$	-
Vendor B		-	$	7,603		-		11	%		-		-
Vendor C		-	$	10,940		-		16	%		-		-
Vendor D		-	$	21,173		-		32	%		-		-
Others		-	$	26,655		-		41	%		-		-
Total		-	$	66,371		-		100	%		-		-

~~F-13~~11. INCOME TAXES

~~For~~The ~~the~~Company ~~nine~~being ~~months~~a ~~ended~~United ~~September~~States ~~30,~~entity ~~2024,~~is ~~the~~subject ~~Company~~to ~~incurred~~the ~~cost~~United ofStates ~~revenue~~federal ofincome ~~$65,117, of~~tax ~~which~~at ~~three~~21%. ~~vendors~~No ~~accounted~~provision for ~~more~~income ~~than~~taxes ~~10%~~in of the United ~~Company’s~~States ~~total~~has ~~vendor.~~been ~~For~~made as the ~~nine~~Company ~~months~~had ~~ended~~no ~~September~~United ~~30, 2023,~~States ~~the~~taxable ~~Company~~income ~~incurred~~for ~~cost~~the ofthree ~~revenue~~months ofended ~~$39~~March 31,~~007, accounted~~ ~~by two vendors~~2025.

	For the nine months ended September 30
	2024		2023		2024			2023			2024		2023
	Cost of revenue				Percentage of Cost of revenue						Accounts payable, trade
Vendor A	$	-	$	33,570		-			86	%	$	-	$	-
Vendor B		-		5,437		-			14	%		-		-
Vendor C		10,940		-		17	%		-			-		-
Vendor D		21,173		-		32	%		-			-		-
Vendor E		7,603		-		12	%		-			-		-
Others		25,401		-		39	%		-			-		-
Total	$	65,117	$	39,007		100	%		100	%	$	-	$	-

12. INCOME TAXES

The Company being a United States entity is subject to the United States federal income tax at 21%. No provision for income taxes in the United States has been made as the Company had no United States taxable income for the nine months ended September 30, 2024.

YCQH Holding Limited was incorporated in the Republic of Seychelles and, under the laws of Seychelles, is not subject to income taxes.

YCQH Agricultural Technology Co. Limited was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. The first HK$2 million (equivalent US$258,000) of profits earned by the company will be taxed at half the current tax rate (i.e., 8.25%) whilst the remaining profits will continue to be taxed at the existing 16.5% tax rate.

YCWB Agricultural Technology Co. Limited and SCQC Agriculture Co. Limited were incorporated in the PRC and subject to the company income tax rate of 25%. On top of company tax, PRC domestic sales are subjected to Value Added Tax typically at 3% for a Small-Scale Taxpayer with PRC revenue less than CNY 5,000,000, which is levied on the invoiced value of sales and is payable by the purchaser for agricultural related product. YCWB Agricultural Technology Co. Limited enjoyed preferential VAT rate of 1%. The Company is required to remit the VAT it collects to the tax authority. A credit is available whereby VAT paid on purchases can be used to offset the VAT due on sales.

F-12

Effective and Statutory Rate Reconciliation

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates.

The following table summarizes a reconciliation of the Company’s income taxes expenses:

	2024			2023
	2025			2024
	For the Nine Months Ended September 30
	For the Three Months Ended March 31
	2024			2023
	2025			2024 (Restated)
Computed expected expenses/(benefits)		25	%		(25	)%
PRC statutory tax rate	$	25	%		25	%
Effect of foreign tax rate difference		3	%		2	%
Computed expected expenses/(benefits)	$	(1,734	)	$	26747
Deferred tax assets not recognized		14	%		24	%
Effect of foreign tax rate difference	$	69		$	1070
Temporary difference not recognized		(27	)%		(1	)%
Deferred tax assets not recognized	$	207		$	3210
Income tax expense		15	%		-	%
Temporary difference not recognized	$	1,458		$	(31027	)
Income tax expense					-

	For the Nine Months Ended September 30
	2024			2023
PRC statutory tax rate		25	%		25	%
Computed expected expenses/(benefits)		13,444			(34,961	)
Effect of foreign tax rate difference		1,481			2,369
Deferred tax assets not recognized		7,650			34,203
Temporary difference not recognized		(14,421	)		(1,373	)
Income tax expense		8,154			238

F-14

The following table sets forth the significant components of the aggregate deferred tax assets of the Company:

SCHEDULE OF DEFERRED TAX ASSETS

	As of September 30, 2024			As of December 31, 2023
	As of March 31, 2025			As of December 31, 2024 (Restated)
Deferred tax assets:
Net operating loss carry forwards
- United States of America	$	80,~~101~~928		$	7280,~~534~~870
- Hong Kong	$	~~809~~819		$	~~790~~816
- People’s Republic China	$	12,~~326~~327		$	2512,~~201~~326
Deferred tax assets, net operating loss carryforwards
Less: valuation allowance	$	(9394,~~236~~073	)	$	(9894,~~525~~012	)
Deferred tax assets	$	-		$	-

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Despite the ~~Company~~ Company starting to turn a net profit for the year according to reporting figures, economic uncertainties dictate that the Company will only adjust its valuation allowance policy if it can sustain net profits over consecutive reporting periods. Therefore, the Company has provided for a full valuation allowance against its deferred tax assets of $9394,~~236~~073 as of ~~September~~March 3031, ~~2024~~2025.

1312. SEGMENT REPORTING

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has three reportable segments based on business unit, bio-carbon-based fertilizer (“BCBF”) trading business, online retailing business and beauty products trading business and two reportable segments based on country, United States and China.

In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

SCHEDULE OF SEGMENT REPORTING

	For the Nine Months Ended and As of September 30, 2024
By Business Unit	BCBF Trading Business			Online Retailing Business			Beauty Products Trading Business			Total
By Business Unit	BCBF Trading Business			Online Retailing Business			Total
	For the Three Months Ended and As of March 31, 2025
Revenue	$	16		$	292,389		$	292,405
By Business Unit	BCBF Trading Business			Online Retailing Business			Beauty Products Trading Business			Total
Cost of revenue		(10	)		(65,107	)		(65,117	)
Revenue		-		$	-			-			-
Selling and distribution expenses		-			(51,058	)		(51,058	)
Cost of revenue		-			-			-			-
General and administrative expenses		-			(123,917	)		(123,917	)
Selling and distribution expenses		-			-			-			-
Profit from operations		6			52,307			52,313
General and administrative expenses		(6,940	)		-			-			(6,940	)
Total assets	$	323,223			-		$	323,223
Profit (loss) form operations		(6,940	)		-			-			(6,940	)
Capital expenditure		-			-			-
Total assets		108,882			-			-			108,882
Capital expenditure		-			-			-			-

F-1513

	For the Nine Months Ended and As of September 30, 2023
By Business Unit	BCBF Trading Business			Online Retailing Business			Beauty Products Trading Business			Total
Revenue	$	57,622		$	97,744		$	68,198		$	223,564
	For the Three Months Ended and As of March 31, 2024
Cost of revenue		(33,571	)		-			(5,436	)		(39,007	)
By Business Unit	BCBF Trading Business			Online Retailing Business (Restated)			Beauty Products Trading Business			Total (Restated)
Selling and distribution expenses		(495	)		-			-			(495	)
Revenue		-		$	242,721		$	-		$	242,721
General and administrative expenses		(139,759	)		(21,229	)		(114,532	)		(275,520	)
Cost of revenue		-		$	(66,371	)		-		$	(66,371	)
Profit (loss) from operations		(116,203	)		76,515			(51,770	)		(91,458	)
Selling and distribution expenses		-		$	(2,439	)		-		$	(2,439	)
Total assets	$	262,420		$	-		$	-		$	262,420
General and administrative expenses		-		$	(66,991	)		-		$	(66,991	)
Capital expenditure	$	-		$	-		$	-		$	-
Profit (loss) form operations		-		$	106,920			-		$	106,920
Total assets	$	457,760		$	-		$	-		$	457,760
Capital expenditure		-		$	-		$	-		$	-

By Country

United States

China

Total

For the Nine Months Ended and As of September 30, 2024

For the Three Months Ended and As of March 31, 2025

By Country

United States

China

Total

Revenue

~~292,405~~-

Cost of revenue

~~(65,117~~-

)

~~(65,117~~-

)

Selling and distribution expenses

~~(51,058~~-

)

~~(51,058~~-

)

General and administrative expenses

(~~36,037~~275

)

(876,~~880~~665

)

(~~123~~6,~~917~~940

)

Profit (loss) from operations

(~~36,037~~275

)

88(6,~~350~~665

)

52(6,~~313~~940

)

Total assets

12,~~370~~380

~~321~~106,~~853~~502

~~323~~108,~~223~~882

Capital expenditure

By Country	United States			China			Total
	For the Nine Months Ended and As of September 30, 2023
	For the Three Months Ended and As of March 31, 2024
By Country	United States			China (Restated)			Total (Restated)
Revenue	$	-		$	~~223~~242,~~564~~721		$	~~223~~242,~~564~~721
Cost of revenue		-		$	(3966,~~007~~371	)	$	(3966,~~007~~371	)
Selling and distribution expenses		-		$	(~~495~~2,439	)	$	(~~495~~2,439	)
General and administrative expenses	$	(4218,~~852~~562	)	$	(~~232~~48,~~668~~429	)	$	(~~275~~66,~~520~~991	)
Loss from operations	$	(4218,~~852~~562	)	$	~~(48~~125,~~606~~482	)	$	~~(91~~106,~~458~~920	)
Total assets	$	5,486		$	256,934		$	262,420
Profit (loss) from operations	$	(18,562	)	$	125,482		$	106,920
Capital expenditure	$	-		$	-		$	-
Total assets	$	5,598		$	452,162		$	457,760
Capital expenditure		-			-			-

1413. SUBSEQUENT EVENTS

InOn ~~accordance~~April ~~with ASC Topic 855~~28, ~~“Subsequent Events”~~2025, ~~which establishes general standards of accounting for and disclosure of events that occur after~~ the ~~balance sheet date but before financial statements are issued, the~~ Company ~~has~~through ~~evaluated~~subsidiary ~~all~~YCWB ~~events~~Agricultural ~~or transactions~~Technology ~~that~~Co. ~~occurred~~Limited ~~after~~disposed ~~September~~SCQC ~~30,~~Agricultural ~~2024~~Co. upLimited ~~through~~by ~~the~~transfering ~~date~~its ~~the~~100% ~~Company~~equity ~~issued~~interests ~~the~~in ~~financial~~SCQC ~~statements~~to Mr. NoZhang ~~subsequent~~Chenjiang ~~events have~~at ~~occurred~~a ~~that~~price ~~would~~of ~~require recognition or disclosure in the financial statements~~zero.

~~F-16~~On April 15, 2025, the Board of Directors of the Company approved to change the name of the Company from “YCQH Agricultural Technology Co. Ltd” to “Intelligent Hotel Group Ltd”. On May 6, 2025, the Company filed a Certificate of Amendment with the Secretary of State of the State of Nevada, changing the Company’s name to “Intelligent Hotel Group Ltd”. The Amendment became effective on May 6, 2025.

SCQC was involved in a legal dispute with Sichuan Aima Ke’er Biotechnology Group Co. (“Sichuan Aima”) regarding a cooperative agreement that was entered by both parties on June 7, 2022. This agreement was intended to support the business expansion of SCQC and outlined mutual obligations for collaboration over a two-year period, set to expire on June 6, 2024. In January 2023, SCQC transferred RMB1,000,000 (approximately $139,311) to Sichuan Aima as an advance payment for the cooperative arrangement under the agreement. However, negotiations in March 2023 were unproductive, leading both parties to terminate the cooperation. Sichuan Aima provided partial compensation to SCQC by offsetting the outstanding amount with goods of equivalent value at RMB466,637 (approximately $65,008). SCQC is now pursuing the recovery of the remaining balance of RMB533,363 (approximately $74,303). On April 29, 2025, SCQC received a summons from the People’s Court of Sichuan Pilot Free Trade Zone notifying SCQC to hold a court hearing on July 9, 2025, case number: (2025) Chuan 0193 Min Chu 6553. As of the date of this report, the case remains pending and no settlement has been reached.

F-14

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis and the unaudited interim financial statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and notes thereto for the year ended December 31, ~~2023~~2024 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on ~~April~~July 1617, ~~2024~~2025.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, research and development plans, the anticipated timing, costs, design, and conduct of our ongoing and planned businesses, and objectives of management for future operations, future results of anticipated business development efforts, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” or “will” or the negative of these terms or other similar expressions. These forward-looking statements are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial and other trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties, and assumptions, including, without limitation, the risk factors described in our registration statement on Form S-1/A, filed with the SEC on June 3, 2021, in the section entitled “Risk Factors”, which we strongly encourage investors to carefully read as these factors could, among other things, cause actual results to differ from these forward-looking statements. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Company Overview

~~The~~Intelligent ~~Company~~Hotel isGroup ~~engaging~~Ltd, informerly ~~the~~known ~~wholesale~~as ~~and~~YCQH ~~retail~~Agricultural ofTechnology ~~high quality~~Co., ~~sustainable~~Ltd, ~~environmentally~~was ~~friendly~~incorporated ~~bio-carbon-based~~under ~~fertilizer~~the ~~(herein referred~~laws toof ~~as “BCBF”). BCBF not only enhances~~ the ~~crop~~State ~~yield~~of ~~but~~Nevada ~~also~~on ~~contributes~~October 15, ~~to environmental preservation~~2019. ~~The~~On ~~Company’s BCBF~~May ~~is sourced from~~6, ~~and produced by~~2025, athe ~~third~~Company ~~party~~filed ~~through heating straw in~~ a ~~closed~~Certificate ~~container with little or no available air. This method is also known as thermal decomposition~~ of ~~organic~~Amendment ~~material~~with ~~under~~the ~~limited~~Nevada ~~supply~~Secretary of ~~oxygen~~State atto ~~relatively~~change ~~low~~its ~~temperature.~~name Into ~~accordance~~Intelligent ~~with~~Hotel ~~requirements~~Group ~~imposed~~Ltd by (the ~~PRC~~“Name ~~Ministry of Agriculture~~Change”), ~~the~~which ~~Company’s~~was ~~Supplier~~previously ofapproved ~~BCBF~~by ~~has~~the ~~registered~~Board ~~with Sichuan Province Provincial Department~~ of ~~Agriculture~~Directors ~~and~~on ~~Rural~~April ~~Affairs~~15, ~~which has an effective period of 5 years, from December 2019 to December 2024~~2025. As ofTo reflect the ~~date~~Name ~~of this report~~Change, the ~~Company~~Board ~~does~~approved ~~not~~a ~~maintain~~corresponding oramendment ~~operate~~to ~~any~~the ~~production~~Company’s ~~and/or~~bylaws ~~manufacturing~~on ofMay ~~any BCBF facility~~7, ~~machine and/or equipment~~2025.

The Company originally operated in the bio-carbon-based fertilizer (“BCBF”) trading business, sourcing products directly from producers in China and selling them to customers primarily located in the People’s Republic of China. The Company did not own or operate any production facilities or manufacturing equipment for BCBF products. On July 25, 2022, the Company ventured into online retailing business through e-commerce platform, retailing a series of daily use products covering from healthcare products, cosmetic products, fashion products, household products and so forth. On April 19, 2023, the Company ventured into beauty products trading business which includes retail sale to customer mainly based in People Republic of China, sourcing directly from producers in China.

As of the date of this report, the Company has ceased all operations related to the BCBF, online retailing business, and beauty products trading business. In light of this transition, the Company is actively evaluating potential acquisition targets and strategic business opportunities in order to identify a new direction that aligns with its long-term growth objectives. The Company’s current strategy is to reposition itself by identifying and acquiring or partnering with a target business that offers sustainable value and future expansion potential.

The Company is currently wholesaling and retailing BCBF through its wholly owned subsidiary SCQC Agriculture Co. Limited (“SCQC”). Management of the Company believes that the BCBF sold by the Company is capable of maintaining soil fertility, enhancing crop yield, improving soil structure, improving water and fertilizer retention capability and improving fertilizer utilization efficiency and effectiveness. This is achieved through balancing carbon and nitrogen content, neutralizing soil pH while at the same time creating soil particle structure that is conducive to plant growth.

The BCBF sold by the Company, produced through straw thermal decomposition, replaces the function of activated carbon. The combination of soil and BCBF is capable of absorbing and reducing pollution content, such as heavy metals from agricultural residual wastes. Further, the combination of water and BCBF is capable of purifying water by producing carbohydrates and glucose, which could be absorbed by and is conducive to the growth of plants. Additionally, BCBF possesses outstanding water storage capacity, which can store up to 10 times the water content when compared to soil without BCBF, which in turn provides farmers greater flexibility during times of hardship such as a drought.

As such, the management of the Company believes that the Company’s BCBF is not only a superior option compared to conventional fertilizer in terms of environmentally sustainability, but also from an economic perspective due to the improvement in crop yield quality and quantity. The Company’s BCBF consists of roughly 45% organic matter, 20% bio-charcoal, 10% humic acid, 5% NPK and boats an effective microorganism count of 20,000,000 per gram.

On July 25, 2022, the Company launched its online retailing business through an e-commerce platform, offering a range of daily use products including healthcare, cosmetics, fashion, and household products. Customers will place orders through the platform and make payments to the Company. The Company will then place orders with the supplier, who will deliver the products directly to the customer. Settlement between the Company and the suppliers is scheduled on a weekly basis.

Results of operations

Three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024

The following table summarizes our result of operations for the periods presented:

	Three months ended September 30,
	Three months ended March 31,
	2024		2023			Change
	2025		2024 (Restated)			Change (Restated)
BCBF Business Sales Revenue	$	-	$	-			-
Percentage towards Total Revenue		-		-
Online Business Revenue, net	$	-	$	~~667~~242,721			(~~667~~242,721	)
Percentage towards Total Revenue		-		1100	%
Beauty Products Business Sales Revenue	$	-	$	~~66,926~~-			~~(66,926~~	)
Percentage towards Total Revenue		-		99-	%
Total Revenue	$		$	67242,~~593~~721			(67242,~~593~~721	)
BCBF Business Cost of Sales		-		-			-
Online Business Cost of Sales		-		(566,~~290~~371	)		566,~~290~~371
Beauty Products Business Cost of Sales		-		-			-
Total Cost of Sales	$	-	$	(566,~~290~~371	)		566,~~290~~371
BCBF Business Gross Profit		-		-			-
Online Business Gross Profit		-		61176,~~636~~350			(61176,~~636~~350	)
Beauty Products Business Gross Profit		-		~~667~~-			~~(667~~	)
Total Gross Profit	$	-	$	62176,~~303~~350			(62176,~~303~~350	)
Gross Profit Margin		-		9273	%
BCBF Business Gross Profit Margin		-		-	%
Online Business Gross Profit Margin		-		-73	%
Beauty Products Business Gross Profit Margin		-		92-	%

Revenue

For the three months ended ~~September~~March 3031, ~~2024~~2025, the Company generated total revenue of $0, compared to a total revenue of $67242,~~593~~721 for the three months ended ~~September~~March 3031, ~~2023~~2024. The decline was primarily attributable to the suspension of the Company’s all three business segments, including BCBF trading, online product resale, and beauty product resale businesses.

The decrease in revenue from $67,593 in the three months ended September 30, 2023, to $0 in the three months ended September 30, 2024, primarily due to the decline in the online retailing business.

Cost of Revenue

~~For~~Cost ~~the~~of ~~three~~revenue ~~months~~was ~~ended~~$0 ~~September~~for ~~30, 2024,~~ the ~~cost~~three ofmonths ~~revenue~~ended ~~was~~March $031, 2025, compared to ~~the cost of revenue of~~ $566,~~290~~371 for the ~~three months~~corresponding ~~ended~~period ~~September~~in ~~30, 2023~~2024. The decrease reflects inreduced ~~costs~~customer ofdemand ~~revenue~~resulting ~~was~~from ~~primarily due to~~ the ~~reduced~~discontinuation ~~customer~~of ~~demand in~~ the Company’s ~~online~~all ~~retailing~~lines of business.

Gross Profit

~~For~~Gross profit was $0 for the three months ended ~~September~~March 3031, ~~2024~~2025, ~~the~~compared ~~gross~~to ~~profit was~~ $0176,350 asfor ~~compared~~the tosame aperiod ~~gross~~in ~~profit of $62~~2024,~~303,~~ ~~with~~representing a gross margin of 9273% in the prior year.

General and administrative expenses

~~The~~General ~~general~~ and administrative expenses were $6,940 for the three months ended ~~September~~March 3031, ~~2024~~2025, ~~and~~compared ~~2023~~to ~~were~~ $2566,~~223~~991 ~~and~~for ~~$128,552,~~the ~~respectively.~~same ~~The general~~period ~~and~~in ~~administrative~~2024. These expenses ~~are~~ primarily ~~related~~consist toof ~~salary~~salaries and related social ~~contribution~~contributions, lease ~~expenses~~payments, ~~travelling~~travel ~~expenses,~~ and advertising expenses, and audit fees. The decrease inwas ~~general and administrative expenses is~~ mainly due to ~~the~~ reductions in ~~salaries,~~ ~~social~~personnel ~~contributions,~~costs and lease-related expenses, ~~reflecting~~consistent with the ~~absence~~lack of business ~~activities~~ operations during the current period.

~~Income/Loss~~4

~~The~~Operating ~~Company~~Income ~~incurred an operating loss of $25,223 and $66,249 for the three months ended September 30, 2024 and 2023, respectively.~~(Loss)

5For the three months ended March 31, 2025, the Company incurred an operating loss of $6,934, compared to an operating profit of $106,920 for the same period in 2024.

Nine months ended September 30, 2024 and 2023

The following table summarizes the results of our operations during the nine-month periods ended September 30, 2024 and 2023, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

	Nine months ended September 30,
	2024			2023			Change
BCBF Business Sales Revenue	$	16		$	57,622			(57,606	)
Percentage towards Total Revenue		-			26	%
Online Business Revenue, net	$	292,389		$	97,744			194,645
Percentage towards Total Revenue		100	%		44	%
Beauty Products Business Sales Revenue	$	-		$	68,198			(68,198	)
Percentage towards Total Revenue		-			30	%
Total Revenue	$	292,405		$	223,564			68,841
BCBF Business Cost of Sales		(10	)		(33,571	)		33,561
Online Business Cost of Sales		(65,107	)		(5,436	)		(59,671	)
Beauty Products Business Cost of Sales		-			-
Total Cost of Sales	$	(65,117	)	$	(39,007	)		(26,110	)
BCBF Business Gross Profit		6			24,051			(24,045	)
Online Business Gross Profit		227,282			62,762			164,520
Beauty Products Business Gross Profit		-			97,744			(97,744	)
Total Gross Profit	$	227,288		$	184,557			42,731
Gross Profit Margin		78	%		83	%
BCBF Business Gross Profit Margin		38	%		42	%
Online Business Gross Profit Margin		78	%		-
Beauty Products Business Gross Profit Margin		-			92	%

Revenue

For the nine months ended September 30, 2024, the Company generated revenue of $292,405, compared to $223,564 for the same period in 2023. This increase in total revenue is primarily attributed to the growth in the online retailing business, which accounted for $292,389 of all revenue generated.

For the nine months ended September 30, 2024, the BCBF trading business segment, the online retailing business segment and the beauty products trading business segment contributed 0%, 100% and 0% of the total revenue, respectively. For the nine months ended September 30, 2023, the BCBF trading business segment, the online retailing business segment and the beauty products trading business segment contributed 26%, 44% and 30% of the total revenue respectively.

Cost of revenue

The cost of revenue for the nine months ended September 30, 2024 was $65,117, compared to a cost of revenue of $39,007 for the same period in 2023. This increase is primarily attributable to higher sales costs associated with the online business, which aligns with the increased revenue recorded in this segment. The rise in costs was partially offset by reduced costs of sales in the BCBF and beauty products businesses.

Gross profits and margins

For the nine months ended September 30, 2024, the Company recorded a gross profit of $227,288 and a gross margin of 78%, compared to a gross profit of $184,557 and a gross margin of 83% for the same period in 2023. The increase in gross profit is primarily driven by higher revenue from our online retailing business. The slight decrease in gross margin is attributable to a reduction in the beauty products business, which generally yields a higher margin compared to the BCBF trading and online retailing businesses.

Expenses

Selling and distribution expenses for the nine months ended September 30, 2024, were $51,058, compared to $495 for the same period in 2023. This increase in expense is in line with the growth in revenue recorded during the period.

General and administrative expenses for the nine months ended September 30, 2024, were $123,917, compared to $275,520 for the same period in 2023. The adjustment of the Company’s business has led to a reduction in general and administrative expenses.

Operating Income/Loss

The Company incurred an operating profit of $52,313 for the nine months ended September 30, 2024, compared to an operating loss of $91,458 for the same period in 2023. The increase in operating profit is attributed to a higher revenue and reduced general and administrative expenses. Substantially all of the operating income during the period are generated by the online retailing business. In addition, breakdown by countries, $36,037 of loss were from customers in the United States, which has been offset by $88,350 of profit generated in China.

Liquidity and Capital Resources

~~Cash~~As ~~Flow~~of March 31, 2025 and December 31, 2024, the Company had available cash of $3,073 and $29,825, respectively.

AsThe decrease in cash was primarily attributable to the cessation of ~~September~~our 30online retail business, ~~2024~~which previously served as the primary source of operating revenue and ~~December~~cash inflows. During the three months ended March 31, ~~2023~~2025, the Company ~~had~~did ~~available~~not ~~cash~~generate ofany ~~$1,420~~revenue and ~~$95~~relied on limited internal cash reserves to fund ongoing administrative expenses,~~938,~~ ~~respectively~~resulting in a net cash outflow for the period.

~~The~~As ~~following~~a ~~table~~holding ~~summarizes~~company, ~~our~~we ~~cash~~currently ~~flow~~do ~~during~~not engage in material revenue-generating activities at the ~~nine~~parent ~~months~~company ~~period~~level. ~~ended~~Our ~~September~~historical 30liquidity was primarily supported by proceeds from sales in our online retail business conducted through subsidiaries. With the discontinuation of those operations, ~~2024~~we no longer expect to receive material cash inflows from such activities unless and ~~2023:~~until we identify and execute a new operating strategy or revenue source.

	Nine months ended September 30,
	2024			2023
Net cash (used in) operating activities		(75,911	)		(404,282	)
Net cash (used in) investing activities		-			-
Net cash (used in)/provided by financing activities		(21,905	)		171,308

The Company has not established credit facilities, and we have not participated in supply chain financing, factoring arrangements, or similar instruments. Our cash needs have been modest and primarily limited to administrative expenses, including professional services, audit fees, and minimal personnel-related costs.

~~Nine~~As ~~Months~~of ~~Ended~~March ~~September~~31, 302025, ~~2024~~the ~~Compared~~Company tohad ~~Nine~~no ~~Months~~material ~~Ended~~accounts ~~September~~receivable, 30inventory, ~~2023~~or outstanding debt obligations. We continue to assess our working capital position and cash needs on a regular basis.

Absent the development of new revenue-generating operations or additional financing, the Company may need to seek external funding through equity issuances, loans from affiliates, or other capital raising activities in the near term to support ongoing operations.

Our ability to continue as a going concern is dependent on our ability to secure adequate financing or otherwise develop a sustainable business model. We are currently exploring strategic alternatives, including potential acquisitions, business combinations, or new commercial ventures.

The following table summarizes our cash flow during the three months period ended March 31, 2025 and 2024:

	Three months ended March 31,
	2025		2024
Net cash (used in) operating activities	$	(27,368)	$	119,013
Net cash (used in) investing activities		-		-
Net cash (used in)/provided by financing activities	$	(1,441)	$	(83,193)

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Cash Used In Operating Activities

For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, the Company used $7527,~~911~~368 in operating ~~activity~~activities. asThe ~~compared~~cash tooutflows ~~$404,282~~were ~~used during the nine months ended September 30, 2023. This~~ primarily ~~resulted~~driven ~~from~~by a ~~the~~reduction ~~reduced amount used~~ in ~~prepayment,~~prepayments ~~deposits~~ and other receivables~~, and decrease in deferred revenue, which was offset by a decrease in inventories~~.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, the Company ~~used~~generate $~~404~~119,~~282~~013 inby operating activity, of which primarily consist of ~~net loss, gain on the disposal subsidiary,~~ increase in prepayment, deposits and other receivables, ~~decrease~~increase in ~~other payables and accrued liabilities~~inventories, decrease in deferred revenue and reduction in lease liability ~~contributed~~ contra by ~~depreciation~~net ~~and~~profit, amortization, ~~decrease~~increase in ~~inventories~~account payables and increase in ~~receipt~~other inpayables ~~advance~~and accrued liabilities.

Cash Used In Investing Activities

For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, the Company did not generate nor used any cash in investing activities.

Cash Used in/Provided by Financing Activities

For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, ~~cash~~the Company used $1,441 in financing activities ~~amounted to $21~~,~~905,~~ ~~due~~representing torepayment ~~the~~of ~~Company~~amounts ~~repaying~~due ~~this amount~~ to ~~the~~a director.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, ~~the~~cash ~~Company~~used ~~has~~in ~~received~~financing ~~cash~~activities ~~provided~~amounted byto ~~director~~$83,193, ~~amounting~~representing repayment of amounts due to a ~~$171,308~~director.

Capital Requirements

We intend to fund our capital requirements through a combination of cash on hand and cash flows generated from our daily operations.

Foreign Currency

Most of our revenues and operating expenses are denominated in Chinese Yuan, or Renminbi. The Renminbi is currently freely convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans. Under our current corporate structure, our company in the United States may rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have.

Under existing PRC foreign exchange regulations, payments of current account items, including payment of dividends, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. Our PRC subsidiaries may also retain foreign exchange in its current account, subject to a ceiling approved by SAFE, to satisfy foreign exchange liabilities or to pay dividends. However, we cannot assure you that the relevant PRC governmental authorities will not limit or eliminate our ability to purchase and retain foreign currencies in the future.

Since a significant amount of our future revenues will be denominated in Renminbi, the existing and any future restrictions on currency exchange may limit our ability to utilize revenues generated in Renminbi to fund our business activities outside China, if any, or expenditures denominated in foreign currencies.

Foreign exchange transactions under the capital account are subject to limitations and require registration with or approval by the relevant PRC governmental authorities. In particular, any transfer of funds from us to any of our PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, is subject to certain statutory limit requirements and registration or approval of the relevant PRC governmental authorities, including the relevant administration of foreign exchange and/or the relevant examining and approval authority. Our ability to use the U.S. dollar proceeds of the sale of our equity or debt to finance our business activities conducted through our PRC subsidiaries will depend on our ability to obtain these governmental registrations or approvals. In addition, because of the regulatory issues related to foreign currency loans to, and foreign investment in, domestic PRC enterprises, we may not be able to finance the operations of our PRC subsidiaries by loans or capital contributions. We cannot assure you that we can obtain these governmental registrations or approvals on a timely basis, if at all.

The amount of cash denominated in RMB is approximately ~~CNY5~~CNY15,~~739~~065 (approximately $~~817~~2,099) as of ~~September~~March 3031, ~~2024~~2025.

Off-balance Sheet Commitments and Arrangements

As of ~~September~~March 3031, ~~2024~~2025, we have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements.

Critical Accounting Policies

We prepare our financial statements in conformity with accounting principles generally accepted by the United States of America (“U.S. GAAP”), which require us to make judgments, estimates, and assumptions that affect our reported amount of assets, liabilities, revenue, costs and expenses, and any related disclosures. Although there were no material changes made to the accounting estimates and assumptions in the past three years, we continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.

We believe that our accounting policies involve a higher degree of judgment and complexity in their application and require us to make significant accounting estimates. Accordingly, the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations are summarized in “Note 3—Summary of Significant Accounting Policies” in the notes to our unaudited condensed consolidated financial statements.

GOING CONCERN UNCERTAINTIES

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company is ~~currently~~ currently in a net liability position and incurred a net cash used in operating activities of $7527,~~911~~368 for the ~~nine~~three months ended March ~~September 30~~31, ~~2024~~ 2025 resulting in accumulated deficit of $~~334~~446,~~376~~207 and a working capital deficit of $~~169~~286,~~899~~575.

The Company’s cash position may not be significant enough to support the Company’s daily operations. While the Company believes in the viability of its strategy and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and the ability to acquire funding through public offering. If funding from public offering is insufficient, then the Company shall rely on the financial support from its controlling shareholder.

Recent accounting pronouncements

In ~~November~~ December 2023, the FASB issued ASU 2023-0709, ~~Improvement~~Income Taxes ~~to Reportable Segment Disclosures~~ (Topic ~~280~~740).: ~~ASU~~Improvements ~~2023-07 aims~~ to ~~improve~~Income ~~segment disclosures~~Tax ~~through enhanced disclosures about significant segment expenses~~Disclosures. ~~The~~Under ~~standard~~this ~~requires~~ASU, ~~all~~ public entities, ~~including~~must ~~those public~~annually ~~entities~~(1) ~~that~~disclose ~~have~~specific acategories in ~~single~~the ~~reportable~~rate ~~segment,~~reconciliation ~~shall~~and ~~disclose~~(2) ~~all~~provide ofadditional ~~the~~information ~~following~~ for ~~each~~reconciling ~~period~~items ~~for~~that ~~which~~meet ana ~~income~~quantitative ~~statement is~~threshold ~~presented.~~(if ~~However,~~the ~~reconciliations~~ effect of ~~balance~~those ~~sheet~~reconciling ~~amounts~~items ~~for~~is ~~reportable~~equal ~~segments~~ to ~~consolidated~~or ~~balance~~greater ~~sheet~~than ~~amounts~~five ~~are~~percent ~~required only~~of ~~for~~the ~~each~~amount ~~year~~computed ~~for~~by ~~which~~multiplying apretax ~~balance~~income ~~sheet~~or isloss ~~presented.~~by ~~The~~the applicable ~~amendments~~statutory ~~will~~income betax ~~applied~~rate). ~~retrospectively~~This toASU’s ~~all~~amendments ~~prior~~are ~~periods~~effective ~~presented~~for inall ~~the financial statements and is~~entities ~~effective~~that ~~for~~are ~~fiscal~~subject ~~years~~to ~~beginning~~Topic ~~after~~740, ~~December~~Income 15Taxes, ~~2023,~~for ~~and~~annual ~~interim~~ periods ~~in fiscal years~~ beginning after December 15, 2024, with early adoption permitted. ~~The~~ The Company isdoes ~~currently~~not ~~evaluating~~expect the impact of the ~~additional~~adoption ~~disclosure~~of ~~requirements~~the onguidance ~~the~~to ~~Company’s~~be ~~condensed~~material ~~consolidated~~ on its financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which focuses on improving reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. A public entity shall disclose for each reportable segment the significant expense categories and amounts that are regularly provided to the CODM and included in reported segment profit or loss. ASU 2023- 07 also requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Entities are permitted to disclose more than one measure of a segment’s profit or loss if such measures are used by the CODM to allocate resources and assess performance, as long as at least one of those measures is determined in a way that is most consistent with the measurement principles used to measure the corresponding amounts in the consolidated financial statements. ASU 2023-07 is applied retrospectively to all periods presented in financial statements, unless it is impracticable. The Company adopted this standard in 2024 for annual period disclosures. See Note 13 “Segment Reporting” in the accompanying notes to the consolidated financial statements for further detail.

The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s consolidated financial statements.

Emerging Growth Company and Smaller Reporting Company Status

As an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), we can take advantage of an extended transition period for complying with new or revised accounting standards. This period allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We also intend to rely on other exemptions provided by the JOBS Act, including without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of Sarbanes-Oxley.

We will remain an emerging growth company until the earliest of (i) the end of the fiscal year following the fifth anniversary of the completion of our initial public offering, (ii) the first fiscal year after our annual gross revenues exceed $1.235 billion, (iii) the date on which we have, during the immediately preceding three-year period, issued more than $1.0 billion in non-convertible debt securities or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeds $700 million as of the end of the second quarter of that fiscal year.

We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates plus the proposed aggregate amount of gross proceeds to us as a result of this offering is less than $700 million and our annual revenue is less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4 Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of ~~September~~March 3031, ~~2024~~2025. Based on the evaluation of these disclosure ~~controls~~ controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and (iv) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of ~~September~~March 3031, ~~2024~~2025.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

	1.	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

	2.	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and

	3.	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of ~~September~~March 3031, ~~2024~~2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

10As of March 31, 2025, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.

As of September 30, 2024, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.

Management’s Remediation Initiatives

Since ~~2021~~2024, we engaged ~~Dude~~Shenzhen ~~Business~~Pengcheng ~~Consultants~~Financial ~~Limited~~Consulting Co., Ltd as an external consultant to assist with the identification and address of complex and proper accounting issues. Dude Business Consultants Limited has extensive experience on US listing and company reporting, including GAAP conversion, account consolidation and drafting of notes to accounts. Their professional team focus on national stock exchanges and OTC Markets listing, from corporate restructuring, supervision of listing timeline to strategy planning.

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we also plan to initiate the following series of measures to further strengthen the Company’s internal controls going forward:

1.	hire a reporting manager (“Internal Finance Manager”) who has the requisite relevant U.S. GAAP and SEC reporting experience and qualifications;

2.	make an overall assessment on the current finance and accounting resources and hire additional accounting members with appropriate levels of accounting knowledge and experience;

3.	streamline our accounting department structure and enhance our staff’s U.S. GAAP and SEC reporting requirements on a continuous basis through internal training provided by the Internal Finance manager;

4.	participate in trainings and seminars provided by professional services firms on a regular basis to gain knowledge on regular U.S. GAAP / SEC reporting requirements updates; and

5.	engage an external “Sarbanes-Oxley 404” consulting firm to help us implement Sarbanes-Oxley 404 internal controls compliance together with the establishment of our internal audit function.

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2025.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended ~~September~~March 3031, ~~2024~~2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

119

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

~~As of~~SCQC ~~the~~was ~~date of this report, SCQC, the Company’s wholly owned subsidiary, is~~ involved in a legal dispute with Sichuan Aima Ke’er Biotechnology Group Co. (“Sichuan Aima”) regarding a cooperative agreement that was entered by both parties on June 7, 2022. ~~The~~This ~~Chief~~agreement ~~Executive~~was ~~Officer~~intended ~~and~~to ~~Director~~support the business expansion of ~~the~~SCQC ~~Company~~and outlined mutual obligations for collaboration over a two-year period, Msset to expire on June 6, 2024. ~~Wang~~In ~~Min~~January 2023, SCQC transferred ~~serves~~RMB1,000,000 (approximately $139,311) to Sichuan Aima as an advance payment for the ~~legal~~cooperative ~~representative~~arrangement ofunder ~~SCQC~~the agreement. ~~This~~However, negotiations ~~agreement~~in ~~was~~March ~~intended~~2023 were unproductive, leading both parties to ~~support~~terminate the ~~business~~cooperation. ~~expansion~~Sichuan Aima provided partial compensation to SCQC by offsetting the outstanding amount with goods of equivalent value at RMB466,637 (approximately $65,008). SCQC is now pursuing ~~and~~the ~~outlined~~recovery ~~mutual~~of ~~obligations~~the ~~for~~remaining ~~collaboration~~balance ~~over~~of aRMB533,363 ~~two-year~~(approximately ~~period~~$74,303). ~~set~~On April 29, 2025, SCQC received a summons from the People’s Court of Sichuan Pilot Free Trade Zone notifying SCQC to ~~expire~~hold a court hearing on ~~June~~July 69, ~~2024~~2025, case number: (2025) Chuan 0193 Min Chu 6553. As of the date of this report, the case remains pending and no settlement has been reached.

InExcept ~~January~~as ~~2023~~disclosed above, ~~SCQC~~as ~~transferred~~of athe ~~total~~date hereof, we are not aware of ~~RMB1,000,000~~any ~~(approximately~~material ~~$142,420)~~pending tolegal ~~Sichuan~~proceedings ~~Aima~~to aswhich anwe ~~advance~~or ~~payment~~any ~~for~~of ~~the~~our subsidiaries ~~cooperative~~are ~~arrangement~~a ~~under~~party, or in which any of our property is the ~~agreement~~subject. ~~However,~~There ~~negotiations~~are no proceedings in ~~March~~which ~~2023~~any ~~were~~of ~~unproductive~~our directors, ~~leading~~executive ~~both~~officers, affiliates, ~~parties~~or ~~to terminate~~any ~~the~~registered ~~cooperation.~~or ~~Sichuan~~beneficial ~~Aima~~shareholders ~~provided~~is ~~partial~~an ~~compensation~~adverse toparty ~~SCQC~~or byhas ~~offsetting~~a ~~the~~material ~~outstanding~~interest ~~amount~~that ~~with~~is ~~goods~~adverse ~~of equivalent~~to ~~value~~our atinterests. From ~~RMB~~time ~~466~~to time,~~637.20~~ ~~(approximately~~we ~~$66~~may be subject to claims,~~458).~~ ~~SCQC~~legal isactions, ~~now~~and ~~pursuing~~regulatory ~~the~~proceedings ~~recovery~~arising ofin the ~~remaining~~ordinary ~~balance~~course of ~~RMB533,362.80~~ ~~(approximately $75,961)~~business.

On September 9, 2024, the Sichuan Free Trade Zone People’s Court formally accepted SCQC’s claim against Sichuan Aima. The case is scheduled to be heard on November 19, 2024. As of the date of this report, the case remains unresolved, and no settlement has been reached.

While this dispute is not anticipated to have material adverse impacts on the Company’s financial condition or operations, the Company continues to closely monitor its progress. Aside from the above, the Company is not involved in, nor aware of, any unresolved legal proceedings, investigations, or claims that, in management’s opinion, would have a material adverse effect on its business, financial condition, or results of operations.

Item 1A. Risk Factors.

~~Not~~As ~~applicable~~a smaller reporting company, we are not required to provide the information required by this item.

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.

During the fiscal quarter ended ~~September~~March 3031, ~~2024~~2025, none of our officers or directors (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

ITEM 6. Exhibits.

The information called for by this Item is incorporated herein by reference from the Exhibit Index included in this Quarterly Report on Form 10-Q.

Exhibit Number		Description
3.1		Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-1 (Commission File No. 333-252500) filed on June 3, 2021).
3.2		~~By-laws~~Certificate of Amendment (incorporated by reference to Exhibit 3.21 to the Registrant’s ~~registration~~current ~~statement~~report on Form S8-1K (Commission File No. 333-252500) filed on ~~June~~May 38, ~~2021~~2025).
3.3		By-laws (incorporated by reference to Exhibit 3.2 to the Registrant’s current report on Form 8-K (Commission File No. 333-252500) filed on May 8, 2025).
31.1*		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
32.1*		Section 1350 Certification of principal executive officer
101		Includes the following financial and related information from ~~YCQH~~Intelligent ~~Agricultural~~Hotel ~~Technology~~Group ~~Co.~~ Ltd’s Quarterly Report on Form 10-Q as of and for the quarter ended ~~September~~March 3031, ~~2024~~2025, formatted in Inline Extensible Business Reporting Language (iXBRL): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Comprehensive Income, (4) the Consolidated Statements of Changes in Stockholders’ Equity, (5) the Consolidated Statements of Cash Flows, and (6) Notes to Consolidated Financial Statements.
104		The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL.

* These exhibits are filed or furnished with this Quarterly Report on Form 10-Q.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	YCQH Agricultural Technology Co. Ltd (Registrant)
		Intelligent Hotel Group Ltd (Registrant)
Date: November 18, 2024	By:	/s/ Wang Min
Date:	July 17, 2025	By:	/s/ Yixuan Yin
	~~Name:~~	~~Wang Min~~Name:	Yixuan Yin
	~~Title:~~	Chief Executive Officer, President, Secretary, Treasurer, and Director (signing on behalf of the Registrant and as a Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer of the Registrant)Title:	Chief Executive Officer, President, Secretary, Treasurer, and Director (signing on behalf of the Registrant and as a Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer of the Registrant)

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