U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~June~~December 3031, 2024

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

For the transition period from _______to _______

Commission File Number 000-55666

Zhuoxun Hongtu Inc.

(Exact name of registrant as specified in its charter)

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

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

Fengtai District, Beijing, China 100070

(Address of principal executive offices)

+86-139-4977-8662

(Issuer’s telephone number including area code)

Gushen, Inc.

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

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

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

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

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

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

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

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

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

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

ZHUOXUN HONGTU INC.

CONTENTS

PART 1 – FINANCIAL INFORMATION 1 Item 1. – Financial Statements 1 ~~Interim~~ Condensed Consolidated Balance Sheets 1 ~~Interim~~ Condensed Consolidated Statements of Operations (unaudited) 2 ~~Interim~~ Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) 3 ~~Interim~~ Condensed Consolidated Statements of Cash Flows (unaudited) 4 Notes to ~~Interim~~ Condensed Consolidated Financial Statements (unaudited) 5 Item 2. – Management’s Discussion and Analysis of Financial Condition And Results of Operations 21 Item 3. – Quantitative and Qualitative Disclosures about Market Risk 2930 Item 4. – Controls and Procedures 2930 PART II – OTHER INFORMATION 3031 Item 1. – Legal Proceedings 3031 Item 1A. – Risk Factors 3031 Item 2. – Unregistered Sales of Equity Securities and Use of Proceeds 3031 Item 3. – Defaults Upon Senior Securities 3031 Item 4. – Mine Safety Disclosures 3031 Item 5. – Other Information 3031 Item 6. – Exhibits 3031 SIGNATURES 3132

PART I: FINANCIAL INFORMATION

Item 1. - Financial Statements

ZHUOXUN HONGTU INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

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

	As of June 30,			As of September 30,
	As of December 31,			As of September 30,
	2024			~~2023~~2024
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	3332,~~098~~428		$	5433,~~935~~319
Other monetary funds		-371			~~2,764~~-
Prepayment		31,856			6,855
Accounts receivable, net		9,558			-
Other receivables		63,402			36,413
Prepayment, net		17,875			23,398
Due from related parties		2,492			2,881
Other receivables, net		26,430			19,646
Inventory		23,054			-
Due from related parties		2,481			2,581
Other Assets, current		5,235			-
Inventory, net		-			-
Total Current Assets		~~159~~89,~~137~~143			~~103~~78,~~848~~944
NON-CURRENT ASSETS
Other Asset, non-current		-			21,676
Right of use assets		1,915			4,364
Right of use assets		6,106			-
Property, plant and equipment, net		26,418			31,884
Property, plant and equipment, net		39,405			54,116
Intangible assets, net		2,892			3,219
Intangible assets		3,310			44,400
Total non-Current Assets		31,225			39,467
Total non-Current Assets		48,821			120,192
TOTAL ASSETS	$	120,368		$	118,411
TOTAL ASSETS	$	207,958		$	224,040
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	2,~~271~~261,~~438~~353		$	2,~~201~~352,~~152~~822
Lease liability - current		4,549			-
Lease Liability - current		307			2,521
Contract liability		~~288~~263,~~578~~174			~~129~~285,~~758~~226
Amount due to related parties		1,~~621~~968,~~330~~894			~~945~~1,~~532~~793,741
Payroll payable		~~712~~708,~~602~~189			~~718~~738,~~745~~255
Tax payable		5,~~380~~356,~~206~~608			5,~~363~~573,~~939~~004
Other payable		~~260~~288,~~993~~855			~~277~~285,~~712~~353
Accrued liabilities		5,~~249~~734,~~990~~260			45,~~340~~703,~~593~~561
Total Current Liabilities		1516,~~789~~581,~~686~~640			1316,~~977~~734,~~431~~483
TOTAL LIABILITIES		1516,~~789~~581,~~686~~640			1316,~~977~~734,~~431~~483
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ (DEFICIT) EQUITY
Preferred stock, par value $0.0001, 1,000,000 shares authorized, 1,000,000 shares issued and outstanding as of June 30, 2024 and 1,000,000 shares issued and outstanding as of September 30, 2023*		100			100
Preferred stock, par value $0.0001, 1,000,000 shares authorized, 1,000,000 shares issued and outstanding as of December 31, 2024 and 1,000,000 shares issued and outstanding as of September 30, 2024*		100			100
Common stock, Par Value $0.0001, 600,000,000 shares authorized, 423,237,273 shares issued and outstanding as of June 30, 2024 and 423,237,273 shares issued and outstanding as of September 30, 2023*		42,324			42,324
Common stock, Par Value $0.0001, 600,000,000 shares authorized, 423,237,273 shares issued and outstanding as of December 31, 2024 and 423,237,273 shares issued and outstanding as of September 30, 2024*		42,324			42,324
Additional paid-in capital		63,236			63,236
Statutory reserve		1,545			1,545
Accumulated deficits		(1718,~~077~~043,~~977~~117	)		(1517,~~288~~544,~~351~~858	)
Accumulated other comprehensive gain (loss)		1,475,079			1,513,786
Accumulated other comprehensive gain		1,557,740			908,051
Non-controlling interest		(8683,~~035~~100	)		(86,~~031~~470	)
Total Stockholders’ (Deficit) Equity		(1516,~~581~~461,~~728~~272	)		(1316,~~753~~616,~~391~~072	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	~~207~~120,~~958~~368		$	~~224~~118,~~040~~411

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

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

ZHUOXUN HONGTU INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

(UNAUDITED)

	For The Three Months Ended						For The Nine Months Ended
	For The Three Months Ended December 31,
	June 30,						June 30,
	2024			2023
	2024			2023			2024			2023
REVENUE	$	19,644		$	48
REVENUE	$	13,833		$	561		$	13,917		$	22,340
COST OF REVENUE		5,486			-
COST OF REVENUE		864			7			864			13,904
GROSS PROFIT		14,158			48
GROSS PROFIT		12,969			554			13,053			8,436
OPERATING EXPENSES
OPERATING EXPENSES
Selling expenses		48,172			101,387
Selling expenses		54,532			94,844			219,268			587,696
General and administrative expenses		208,250			458,497
General and administrative expenses		239,810			201,510			834,894			684,902
Total Operating Expenses, net		256,422			559,884
Total Operating Expenses		294,342			296,354			1,054,162			1,272,598
LOSS FROM OPERATIONS		(242,264	)		(559,836	)
LOSS FROM OPERATIONS		(281,373	)		(295,800	)		(1,041,109	)		(1,264,162	)
OTHER INCOME (EXPENSE), NET
OTHER INCOME (EXPENSE), NET
Interest income		10			43
Interest income		18			27			91			483
Other income		-			16,050
Other income		(29	)		127			13,238			1,249
Other expense		(256,150	)		(258,124	)
Other expense		(252,032	)		(257,670	)		(761,850	)		(786,174	)
Total Other Income (Expense), net		(256,140	)		(242,031	)
Total Other Income (Expense), net		(252,043	)		(257,516	)		(748,521	)		(784,442	)
NET LOSS BEFORE TAXES		(498,404	)		(801,867	)
NET LOSS BEFORE TAXES		(533,416	)		(553,316	)		(1,789,630	)		(2,048,604	)
Income tax benefit (expense)		-			-
Income tax benefit (expense)		-			-			-			-
NET LOSS		(498,404	)		(801,867	)
NET LOSS		(533,416	)		(553,316	)		(1,789,630	)		(2,048,604	)
Net loss attributable to non-controlling interests		(145	)		(1	)
Less: Net income (loss) attributable to non-controlling interests		2			2			(4	)		9
Net loss attributable to the Company’s shareholders		(498,259	)		(801,866	)
NET LOSS ATTRIBUTE TO THE COMPANY’S SHAREHOLDERS		(533,418	)		(553,318	)		(1,789,626	)		(2,048,613	)
OTHER COMPREHENSIVE INCOME (LOSS)
OTHER COMPREHENSIVE LOSS
Foreign currency translation gain arrtibutable to non-controlling interests		3,515			-
Foreign currency translation adjustment		91,760			699,716			(38,707	)		290,826
Foreign currency translation gain/ (loss) arrtibutable to shareholders		649,689			(430,700	)
COMPREHENSIVE LOSS	$	(441,656	)	$	146,400		$	(1,828,337	)	$	(1,757,778	)
COMPREHENSIVE INCOME/ (LOSS) ATTIBUTABLE TO NON-CONTROLLING INTERESTS		3,370			(1	)
Basic and diluted loss per share*	$	(0.001	)	$	(0.001	)	$	(0.004	)	$	(0.005	)
COMPREHENSIVE INCOME/ (LOSS) ATTIBUTABLE TO SHAREHOLDERS	$	151,430		$	(1,232,566	)
Weighted average number of common shares outstanding – basic and diluted*		423,237,273			423,237,273			423,237,273			423,237,273
Basic and diluted loss per share*	$	(0.001	)	$	(0.002	)
Weighted average number of common shares outstanding – basic and diluted*		423,237,273			423,237,273

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

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

ZHUOXUN HONGTU INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE ~~NINE~~THREE MONTHS ENDED ~~June~~DECEMBER 3031, 2024 and 2023

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

(UNAUDITED)

	Preferred Stock				Common Stock				Additional Paid-in		Statutory		Accumulated			Accumulated other comprehensive			Non- controlling			Total Stockholders’
																Accumulated
									Additional							other			Non-			Total
	Preferred Stock				Common Stock				Paid-in		Statutory		Accumulated			comprehensive			controlling			Stockholders’
	Shares		Value		Shares		Value		Capital		reserves		Deficits			income (loss)			interests			Equity
Balance at September 30, 2023		1,000,000	$	100		423,237,273	$	42,324	$	63,236	$	1,545	$	(15,288,351	)	$	1,513,786		$	(86,031	)	$	(13,753,391	)
Balance at September 30, 2024		1,000,000	$	100		423,237,273	$	42,324	$	63,236	$	1,545	$	(17,544,858	)	$	908,051		$	(86,470	)	$	(16,616,072	)
Net income (loss)														(1,789,626	)					(4	)		(1,789,630	)
Net loss														(498,259	)					(145	)		(498,404	)
Foreign currency translation adjustment																	~~(38~~649,~~707~~689	)		3,515			~~(38~~653,~~707~~204	)
Balance at June 30, 2024		1,000,000	$	100		423,237,273	$	42,324	$	63,236	$	1,545	$	(17,077,977	)	$	1,475,079		$	(86,035	)	$	(15,581,728	)
Balance at December 31, 2024		1,000,000	$	100		423,237,273	$	42,324	$	63,236	$	1,545	$	(18,043,117	)	$	1,557,740		$	(83,100	)	$	(16,461,272	)

	Preferred Stock				Common Stock				Additional Paid-in		Statutory		Accumulated			Accumulated other comprehensive			Non- controlling			Total Stockholders’
																Accumulated
									Additional							other			Non-			Total
	Preferred Stock				Common Stock				Paid-in		Statutory		Accumulated			comprehensive			controlling			Stockholders’
	Shares		Value		Shares		Value		Capital		reserves		Deficits			income (loss)			interests			Equity
Balance at September 30, 2022		1,000,000	$	100		410,618,750	$	41,062	$	40,498	$	1,545	$	(12,080,418	)	$	1,129,337		$	(925	)	$	(10,868,801	)
Balance at September 30, 2023		1,000,000	$	100		423,237,273	$	42,324	$	63,236	$	1,545	$	(15,288,351	)	$	1,513,786		$	(86,031	)	$	(13,753,391	)
Net loss														(2801,~~048,613~~866	)					9(1	)		(2801,~~048,604~~867	)
Issuance of restricted shares						12,618,523		1,262		22,738													24,000
Foreign currency translation adjustment																	(430,700	)					(430,700	)
Foreign currency translation adjustment																	290,826						290,826
Balance at December 31, 2023		1,000,000	$	100		423,237,273	$	42,324	$	63,236	$	1,545	$	(1,609,0217	)	$	1,083,086		$	(86,032	)	$	(14,985,958	)
Balance at June 30, 2023		1,000,000	$	100		423,237,273	$	42,324	$	63,236	$	1,545	$	(14,129,031	)	$	1,420,163		$	(916	)	$	(12,602,579	)

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

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

ZHUOXUN HONGTU INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars)

(UNAUDITED)

	For The Nine Months Ended
	For The Three Months Ended December 31,
	June 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1498,~~789,630~~404	)	$	(2801,~~048,604~~867	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
(Recovery) provision for credit losses		(10,380	)		3,753
Provision for allowance for expected credit losses		-			16,169
Impairment of intangible assets		38,852			-
Write off bad debt		-			(26,539	)
Impairment of other assets		10,419			-
Impairment of intangible assets		-			38,817
Stock based compensation		-			24,000
Depreciation and amortization		4,494			8,087
Loss from the disposal of property and equipment		-			11,030
Amortization of prepaid expenses		-			4,328
Depreciation and amortization		17,861			55,350
Operating lease expenses		2,334			-
Amortization of prepaid expenses		7,804			57,005
Operating lease expenses		5,830			-
Changes in operating assets and liabilities:
Other receivables		(16,711	)		(22,703	)
Account receivables		(9,698	)		-
Advances to suppliers		(26,747	)		(26,007	)
Other receivables		(7,660	)		(23,963	)
Due from related party		405			3,737
Advances to suppliers		4,680			(34,521	)
Inventory		(23,267	)		92
Due from related party		-			792
Right of use assets		-			134,106
Inventory		-			(926	)
Accounts payable		~~62,037~~-			~~(573~~249,919	)
Contract liabilities		~~159~~(11,~~762~~124	)		~~(210~~158,~~798~~985	)
Payroll payable		(91,~~105~~385	)		~~(37,168~~59	)
Tax payables		~~(5,266~~265	)		~~814~~3
Other payables		~~(17~~14,~~995~~810	)		(533,~~143~~979	)
Lease liabilities- current & non-current		(72,~~401~~169	)		~~(134,106~~-	)
Accrued liabilities		~~900~~256,~~251~~150			~~775~~342,~~142~~944
Net cash used in operating activities		(~~703~~247,~~281~~707	)		(171,~~468,073~~692	)
CASH FLOWS FROM FINANCING ACTIVITIES
Due to related parties		~~678~~248,~~219~~494			~~642~~122,~~027~~275
Net cash provided by financing activities		~~678~~248,~~219~~494			~~642~~122,~~027~~275
EFFECT OF EXCHANGE RATE ON CASH		~~461~~(1,307	)		132,~~188~~641
NET CHANGE IN CASH AND CASH EQUIVALENTS		(~~24,601~~520	)		~~(812~~53,~~858~~224	)
CASH AT BEGINNING OF YEAR	$	57,699		$	867,619
CASH AT BEGINNING OF PERIOD	$	33,319		$	57,699
CASH AT END OF YEAR	$	33,098		$	54,761
CASH AT END OF PERIOD	$	32,799		$	110,923
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the years for:
Income taxes	$	-		$	-
Interest	$	-		$	-
Non-cash investing and financing activities:
Operating lease right-of-use assets obtained in exchange for operating lease liabilities		11,852			-

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

ZHUOXUN HONGTU INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1. ORGANIZATION AND BUSINESS

Zhuoxun Hongtu Inc. (the “Company”) was incorporated on March 9, 2015, in the state of Nevada. The name of the Company was changed from “Gushen, Inc”.” to “Zhuoxun Hongtu Inc.“”since August 23, 2024 to align with the Company’'s operations and brands for its subsidiaries. On July 30, 2021, the Company, and Dyckmanst Limited, a company organized under the laws of the British Virgin Islands (“Dyckmanst Limited”), and all shareholders of Dyckmanst Limited immediately prior to the closing (collectively, the “Dyckmanst Limited Shareholders”, each, a “Dyckmanst Limited Shareholder”) entered into a share exchange agreement (the “Share Exchange Agreement”), pursuant to which the Company acquired 100% of the issued and outstanding equity securities of Dyckmanst Limited in exchange for 381,600,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company (the “Share Exchange”). Immediately prior to the closing of the Share Exchange, two existing holders of aggregated 30,000,000 shares of Series A preferred stock of the Company, par value $0.0001 per share (the “Preferred Stock”) delivered 29,000,000 shares of Preferred Stock to the Company for cancellation (“the “Cancellation of Certain Preferred Stock”), each share of Preferred Stock is convertible into 10 shares of Common Stock. As a result, immediately following the closing of the Share Exchange, there are 410,618,750 shares of Common Stock issued and outstanding and 1,000,000 shares of Preferred Stock issued and outstanding. Dyckmanst Limited Shareholders collectively control 90.72% voting power of the Company on as converted basis, with respect to all of the shares of common stock and preferred stock, voting as a single class, with each share of common stock entitles to 1 vote and each share of preferred stock entitles to 10 votes.

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

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

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

Consulting Service Agreement

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

Business Operation Agreement

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

Proxy Agreement

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

Equity Disposal Agreement

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

Equity Pledge Agreement

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

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

~~The accompanying interim condensed consolidated financial statements reflect the activities of each of the following entities:~~6

Name	Background		Ownership
Dyckmanst Limited	●	A British Virgin Islands company	Holding Entity
	●	Principal activities: Investment holding
Edeshler Limited	●	A Hong Kong company	100%
	●	Principal activities: Investment holding
Beijing Fengyuan Zhihui Education Technology Co., Ltd.	●	A PRC limited liability company and deemed a wholly foreign-invested enterprise	100%
	●	Principal activities: Consultancy and information technology support
Beijing Zhuoxun Century Culture Communication Co., Ltd.	●	A PRC limited liability company	VIE by contractual
	●	Incorporated on September 2, 2020	arrangements
	●	Principal activities: family education services via online and onsite classes
Beijing Zhuoxun Education Technology Co., Ltd.	●	A PRC limited liability company	70% owned by VIE
	●	Principal activities: promotion and support

The accompanying interim condensed consolidated financial statements reflect the activities of each of the following entities (collectively, the “Group”):

The following combined financial information of the Group’s VIEs as of June 30, 2024 and September 30, 2023 and for the nine months ended June 30, 2024 and 2023 included in the accompanying consolidated financial statements of the Group was as follows:

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

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

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

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

	As of June 30,		As of September 30,
	2024		2023
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	26,183	$	46,003
Other monetary funds		-		2,764
Prepayment		31,856		6,855
Other receivables		63,402		36,413
Intercompany receivables		110,865		167,318
Due from related parties		2,492		2,881
Inventory		23,054		-
Other Assets, current		5,235		-
Total Current Assets		263,087		262,234
NON-CURRENT ASSETS
Other Asset, non-current		-		21,676
Right of use assets		6,106		-
Property, plant and equipment, net		39,405		54,116
Intangible assets		3,310		44,400
Total non-Current Assets		48,821		120,192
TOTAL ASSETS	$	311,908	$	382,426
CURRENT LIABILITIES
Accounts payable	$	2,271,438	$	2,201,152
Lease liability - current		4,549		-
Contract liability		288,578		129,758
Amount due to related parties		1,620,737		944,990
Intercompany payables		-		54,838
Payroll payable		712,602		718,745
Tax payable		5,380,206		5,363,939
Other payable		260,993		277,712
Accrued liabilities		5,249,990		4,340,593
Total Current Liabilities		15,789,093		14,031,727
TOTAL LIABILITIES	$	15,789,093	$	14,031,727

The following combined financial information of the Group’s VIEs as of December 31, 2024 and September 30, 2024 and for the three months ended December 31, 2024 and 2023 included in the accompanying interim condensed consolidated financial statements of the Group’s VIEs was as follows:

	As of December 31,		As of September 30,
	2024		2024
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	27,601	$	26,149
Other monetary funds		371		-
Accounts receivable, net		9,558		-
Prepayment, net		17,875		23,398
Other receivables, net		26,430		19,646
Intercompany receivables		108,318		114,838
Due from related parties		2,481		2,581
Inventory, net		-		-
Total Current Assets		192,634		186,612

NON-CURRENT ASSETS
Right of use assets		1,915		4,364
Property, plant and equipment, net		26,418		31,884
Intangible assets, net		2,892		3,219
Total non-Current Assets		31,225		39,467

TOTAL ASSETS	$	223,859	$	226,079

CURRENT LIABILITIES
Accounts payable	$	2,261,353	$	2,352,822
Lease liability - current		307		2,521
Contract liability		263,174		285,226
Amount due to related parties		1,968,303		1,793,126
Payroll payable		708,189		738,255
Tax payable		5,356,608		5,573,004
Other payable		288,855		285,353
Accrued liabilities		5,734,260		5,703,561
Total Current Liabilities		16,581,049		16,733,868

TOTAL LIABILITIES	$	16,581,049	$	16,733,868

For The Three Months Ended

~~For The Nine Months Ended~~

June 30,

December 31,

2024

2023

~~2024~~

~~2023~~

(Unaudited)

~~(Unaudited)~~

REVENUE

1319,~~833~~644

~~561~~48

~~13,917~~

~~22,340~~

COST OF REVENUE

~~864~~5,486

~~864~~

~~13,904~~

GROSS PROFIT

1214,~~969~~158

~~554~~48

~~13,053~~

~~8,436~~

OPERATING EXPENSES

Selling expenses

5448,~~532~~172

94101,~~844~~387

~~219,268~~

~~587,696~~

General and administrative expenses

~~239~~208,~~810~~236

~~201~~458,~~467~~468

~~834,837~~

~~684,814~~

Total Operating Expenses

~~294~~256,~~342~~408

~~296~~559,~~311~~855

~~1,054,105~~

~~1,272,510~~

LOSS FROM OPERATIONS

(~~281~~242,~~373~~250

)

(~~295~~559,~~757~~807

)

~~(1,041,052~~

)

~~(1,264,074~~

)

OTHER INCOME (EXPENSE), NET

Interest income

125

1936

~~399~~

Other income

~~(29~~-

)

~~127~~16,050

~~13,238~~

~~1,249~~

Other expense

(~~252~~256,~~032~~150

)

(~~257~~258,~~670~~124

)

~~(761,850~~

)

~~(786,174~~

)

Total Other Income (Expense), net

(~~252~~256,~~049~~145

)

(~~257~~242,~~524~~038

)

~~(748,541~~

)

~~(784,526~~

)

NET LOSS BEFORE TAXES

(~~533~~498,~~422~~395

)

(~~553~~801,~~281~~845

)

~~(1,789,593~~

)

~~(2,048,600~~

)

Income tax benefit (expense)

NET LOSS

(~~533~~498,~~422~~395

)

(~~553~~801,~~281~~845

)

~~(1,789,593~~

)

~~(2,048,600~~

)

	For The Nine Months Ended
	For The Three Months Ended
	June 30,
	December 31,
	2024			2023
	(Unaudited)			(Unaudited)
Net cash used in operating activities	$	(~~701~~245,~~160~~612	)	$	(169,~~424,545~~588	)
Net cash provided by (used in) investing activities		-			-
Net cash provided by financing activities		~~678~~248,~~169~~494			~~641~~122,~~963~~253

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

Going Concern

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

In assessing the Company’s liquidity, the Company monitors and analyzes its cash and cash equivalents and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. As of ~~June~~December 3031, 2024, the Company’s current liabilities exceeded the current assets by $1516,~~630~~492,~~549~~497, its accumulated deficit was $1718,~~077~~043,~~977~~117 and the Company has incurred losses during the ~~nine~~three months ended ~~June~~December 3031, 2024 and 2023. None of the Company’s stockholders, officers or directors, or third parties, are under ~~any~~ any obligation to advance us funds, or to invest in us. Accordingly, we may not be able to obtain additional financing. If we are unable to to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

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

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

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

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company, its subsidiaries, and consolidated variable interest entity (“VIE”) in PRC (i.e. Beijing Zhuoxun Century Culture Communication Co., Ltd.), including the VIE’ subsidiaries, for which Zhuoxun Hongtu Inc. is the primary beneficiary.

All transactions and balances among the Company, its subsidiaries, the VIE and the VIE’ subsidiaries have been eliminated upon consolidation.

Use of Estimates

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

Revenue Recognition

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

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

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

Training ~~Revenue~~revenue

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

Charge for use of brand

The Company authorized other enterprises using the Company’s brand to set up community health ~~stations~~retailers or the so-called Zhuoxun Youxuan stores, providing services to customers at their location, with a brand usage fee. Revenue was recognized when ~~such~~community ~~transaction~~health ~~was~~stations ~~completed~~or Zhuoxun Youxuan stores has been in operation.

~~Online~~Commission ~~sales~~fee revenue

The Company ~~sells~~charges ~~goods~~commission ~~through~~fees ~~live streaming~~ to ~~customers~~third-party merchants, ~~and~~who ~~arranging~~participated in the Company’s online broadcast room for ~~their~~Zhuoxun ~~suppliers~~Youxuan stores. The Company generally is acting as an agent and its performance obligation is to ~~provide~~arrange for the provision of the specified goods ~~directly~~by tothe ~~customers~~third-party merchants. ~~Revenue~~Upon issuccessful sales, ~~recognized~~the onCompany charges the third-party merchants a ~~net~~fixed ~~basis,~~rate ~~revenue is~~commission ~~generated~~fee ~~from~~based on the sales ~~less~~amount. Commission fee revenues are recognized on a net basis at the ~~cost~~point of ~~goods~~completion ~~purchased~~of orders.

~~The amount of other revenues was immaterial compared to total revenue during the nine months ended June 30, 2024 and 2023.~~10

Practical expedients and exemption

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

Other service income is earned when services have been rendered.

Contract liability

The contract liabilities consist of advances from customers, which relate to unsatisfied performance obligations at the end of each reporting period and consists of cash payments received in advance from customers in sales of training course and brand usage fee. As of ~~June~~December ~~30,~~3l 2024 and September 30, ~~2023~~2024, the Company’s ~~advances~~ advances from customer unearned training fee and brand usage fee amounted to $~~288~~263,~~578~~174 and $~~129~~285,~~758~~226, respectively.

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

Revenue by major product line

	For The Three Months Ended				~~For The Nine Months Ended~~
	June 30,				June 30,
	December 31,
	2024		2023		~~2024~~		~~2023~~
Training Revenue	$	23	$	84	$	107	$	258
Training revenue	$	-	$	48
Charge for use of brand		1210,~~581~~494		-		~~12,581~~		~~21,604~~
Online sales		-		476		-		476
Commission fee revenue		9,150		-
Other Revenue		1,229		1		1,229		2
Total Revenue	$	19,644	$	48
Total Revenue	$	13,833	$	561	$	13,917	$	22,340

Income Taxes

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

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

Foreign Currency and Foreign Currency Translation

The functional currency of the Company is the United States dollar (“US dollar”). Fengyuan Beijing and Zhuoxun Beijing, which are based in PRC, the local currency, the Chinese Yuan (“RMB”), as their functional currencies. An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements.

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

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

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

Balance sheet items, except for equity accounts
June 30, 2024		RMB7.2651 to $1
December 31, 2024		RMB7.2975 to $1
September 30, 2023		RMB7.2942 to $1
September 30, 2024		RMB7.0138 to $1
Income statement and cash flows items
For the nine months ended June 30, 2024		RMB7.1986 to $1
For the three months ended December 31, 2024		RMB7.1916 to $1
For the nine months ended June 30, 2023		RMB6.9868 to $1
For the three months ended December 31, 2023		RMB7.2052 to $1

Cash and Cash Equivalents

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

Other monetary funds

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

Allowance for credit loss

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

Inventory, net

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

Long-Lived Assets

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

Property, plant and equipment

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

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

Expenditure for maintenance and repairs is expensed as incurred.

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

Intangible Assets

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

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

		Estimated useful lives (years)
Software		10

Impairment of Long-lived Assets

In accordance with ASC 360-10-35, the Company reviews the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Based on the existence of one or more indicators of impairment, the Company measures any impairment of long-lived assets using the projected discounted cash flow method at the asset group level. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets. As of ~~June~~December 3031, 2024, ~~the~~and ~~impairment~~September ~~loss~~30, ~~was $49~~2024,~~271.~~ Nothe impairment ~~has~~of ~~been~~intangible ~~recorded~~assets bywas ~~the~~$48,603 ~~Company~~and ~~as of September 30~~$49, ~~2023~~338.

Lease

Under ASC Topic 842, lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate based on the information available at the lease commencement date. The Company generally uses the base, non-cancellable lease term in calculating the right-of-use assets and lease liabilities.

The Company may recognize the lease payments in the unaudited interim condensed consolidated statements of income on a straight-line basis over the lease terms and variable lease payments in the periods in which the obligations for those payments are incurred, if any. The lease payments under the lease arrangements are fixed.

The Company elected the practical expedients for an entity ongoing accounting and applied the short-term lease exception for lease arrangements with a lease term of 12 months or less at commencement. Lease terms used to compute the present value of lease payments do not include any option to extend, renew or terminate the lease that the Company is not able to reasonably certain to exercise upon the lease inception. Accordingly, operating lease right-of-use assets and liabilities do not include leases with a lease term of 12 months or less.

The Company did not adopt the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Non-lease components include payments for building management, utilities and property tax. It separates the non-lease components from the lease components to which they relate.

The Company’s accounting for finance lease (formerly called capital lease) remains substantially unchanged. ASC Topic 842 adoption did not have a material impact on the Company’s consolidated financial statements. On the other hand, operating lease expense is recognized on a straight-line basis over the lease term.

The Company evaluates the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of finance and operating lease liabilities in any tested asset group and include the associated lease payments in the undiscounted future pre-tax cash flows. For the three months ended December 31, 2024 and 2023, the Company did not have any impairment loss against its operating lease ROU assets.

Credit risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents. As of ~~June~~December 3031, 2024 and ~~September~~ September 30, ~~2023~~2024, substantially all of the Company’s cash and cash equivalents were held by major financial institutions located in the PRC, which management believes are of high credit quality.

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

Concentrations

For the ~~nine~~three months ended ~~June~~December 3031, 2024, ~~four~~ 3 customers accounted for 2447%, 1621%, 1621%, ~~16%~~ of ~~the Company’s~~ total revenue~~, respectively~~. For the ~~nine~~three months ended ~~June~~December 3031, 2023, no single customer accounted for more than 10% of total revenue. As of December 31, 2024, one customer accounted for 100% of the Company’s total accounts receivable balance. As of September 30, 2024, the Company has no accounts receivable.

For the ~~nine~~three months ended ~~June~~December 303l, 2024, ~~two suppliers~~ ~~accounted for 59%, 20% of~~ the Company’s ~~total~~has no purchases, ~~respectively~~for this quarter. For the ~~nine~~three months ended ~~June~~December 3031, 2023, one supplier accounted for 100% of the Company’s total purchases. As of ~~June~~December 3031, 2024, noand ~~supplier accounted for 10% of the Company’s total accounts payable balance. As of~~ September 30, ~~2023~~2024, ~~one~~no supplier accounted for more than 10% of the Company’s total accounts payable balance.

Segments

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

Fair Value of Financial Instruments

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

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

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

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

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

Restricted assets

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

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

Recent Accounting Pronouncements

Accounting Pronouncements Issued But Not Yet Adopted

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

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

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

1415

3. ~~PREPAYMENTS~~ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:

	December 31, 2024		September 30, 2024
Accounts receivable from third party	$	9,558	$	-
Totals	$	9,558	$	-

4. PREPAYMENTS

Prepayments consist of the following:

	June 30,		September 30,
	December 31, 2024		September 30, 2024
	2024		2023
Prepaid service fee	$	13,613	$	23,398
Prepaid service fee	$	26,350	$	6,855
Prepaid rental		4,262		-
Others		5,506		-
Totals	$	17,875	$	23,398
Totals	$	31,856	$	6,855

45. OTHER RECEIVABLES, NET

Other receivables consist of the following:

	June 30,			September 30,
	December 31, 2024			September 30, 2024
	2024			2023
Amount due from third parties	$	439,094		$	453,554
Amount due from third parties	$	473,899		$	426,995
Amount due from employees		5,963			2,673
Amount due from employees		10,703			35,601
Deposit & guarantee		21,372			21,310
Deposit & guarantee		20,573			22,821
Others		11,194			11,552
Others		11,432			12,636
Less: allowance for credit loss		(451,193	)		(469,443	)
Less: allowance for doubtful accounts		(453,205	)		(461,640	)
Other receivables, net	$	26,430		$	19,646
Other receivables, net	$	63,402		$	36,413

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

	June 30,			September 30,
	December 31,			September 30,
	2024			~~2023~~2024
Beginning	$	~~461~~469,~~640~~443		$	33461,~~175~~640
Additions		16,184			446,445
Additions (Recovery)		-			16,206
Write off bad debt		~~(26,563~~-	)		(226,~~220~~600	)
Exchange rate difference		1(18,~~944~~250	)		~~(15~~18,~~760~~197	)
Balance	$	~~453~~451,~~205~~193		$	~~461~~469,~~640~~443

156. INVENTORY, NET

5. INVENTORY

	December 31, 2024			September 30, 2024
Cost	$	369,200		$	384,133
Less: provision for inventory		(369,200	)		(384,133	)
Net amount	$	-		$	-

	June 30,			September 30,
	2024			2023
Cost	$	393,900		$	369,367
Less: provision for inventory		(370,846	)		(369,367	)
Net amount	$	23,054		$	-

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

	June 30,			September 30,
	December 31, 2024			September 30, 2024
	2024			2023
Beginning	$	384,133		$	369,367
Beginning	$	369,367		$	383,161
Exchange rate difference		(14,933	)		14,766
Charge-offs		-			(4,256	)
Balance	$	369,200		$	384,133
Exchange rate difference		1,479			(9,538	)
Balance	$	370,846		$	369,367

6. OTHER ASSETS

Other assets consist of the following:

Current portion

	June 30,			September 30,
	2024			2023
Prepaid service fee	$	10,869		$	-
Prepaid rental		4,689			-
Less: Impairment loss		(10,323	)		-
Totals	$	5,235		$	-

Non - current portion

	June 30,		September 30,
	2024		2023
Prepaid service fee	$	-	$	21,676
Totals	$	-	$	21,676

7. PROPERTY, PLANT AND EQUIPMENT, NET

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

	June 30,			September 30,
	December 31, 2024			September 30, 2024
	2024			2023
Office and computer equipment	$	66,219		$	68,897
Office and computer equipment	$	66,513		$	66,249
Transportation equipment		72,628			75,565
Lease improvement		117,686			117,216
Less: Accumulated depreciation		(112,429	)		(112,578	)
Transportation equipment		72,952			72,660
Totals	$	26,418		$	31,884
Less: Accumulated depreciation		(217,746	)		(202,009	)
Totals	$	39,405		$	54,116

Depreciation expenses charged to the statements of operations for the three months ended ~~June~~December 3031, 2024 and 2023 were $4,~~416~~289 and $145,~~455~~702, ~~and for the nine months ended June 30, 2024 and 2023 were $15,065 and $46,369,~~ respectively.

8. INTANGIBLE ASSETS, NET

Intangible assets, net, consist of the following:

	June 30,			September 30,
	December 31,			September 30,
	2024			~~2023~~2024
Software	$	94,~~603~~183		$	9497,~~226~~993
Less: Accumulated amortization		(52,~~796~~965	)		(4954,~~826~~897	)
Less: Impairment of intangible assets		(38,~~497~~326	)		-(39,877	)
Totals	$	32,~~310~~892		$	443,~~400~~219

Amortization charged to the statements of operations for the three months ended ~~June~~December 3031, 2024 and 2023 were $~~199~~205 and $2,~~450~~385, ~~and for the nine months June 30, 2024 and 2023 were $2,796 and $8,981,~~ respectively.

9. LEASE

With the adoption of the new leasing standard, the Company has recorded a right-of-use asset and corresponding lease liability, by calculating the present value of future lease payments, discounted at 3.50% (weighted average rate for operating leases), the Company’s incremental borrowing rate, over the expected term.

Supplemental balance sheet information related to operating leases and finance leases was as follows:

	June 30, 2024			September 30, 2023
Right-of-use assets	$	6,106		$
Right-of-use assets - Operating lease		11,743			-
Accumulated amortization		(5,637	)		-
Lease liabilities - current		4,549			-
Operating lease		4,549			-

During the nine months ended June 30, 2024 and 2023, the Company incurred total operating lease expenses of $5,830 and $nil, respectively.

The following is a schedule, by years, of maturities of lease liabilities as of June 30, 2024:

	Operating Leases
1st year	$	4,605
Total lease payments		4,605
Less: Imputed interest		56
Present value of lease liabilities		4,549
Current lease liabilities		4,549

Supplemental balance sheet information related to operating leases and finance leases was as follows:

	December 31, 2024			September 30, 2024
Right-of-use assets	$	1,915		$	4,364
Right-of-use assets - Operating lease		11,691			12,164
Accumulated amortization		(9,776	)		(7,800	)
Lease liabilities - current		307			2,521
Operating lease		307			2,521

During the three months ended December 31, 2024 and 2023, the Company incurred total operating lease expenses of $2,334 and $nil, respectively.

The following is a schedule, by years, of maturities of lease liabilities as of December 31, 2024:

	Operating Leases

1^st year	$	309
Total lease payments		309
Less: Imputed interest		2
Present value of lease liabilities		307
Current lease liabilities		307

10. ACCOUNTS PAYABLE

Accounts payable consist of the following:

	June 30,		September 30,
	December 31, 2024		September 30, 2024
	2024		2023
Amount due to agents	$	1,341,392	$	1,395,650
Amount due to agents	$	1,347,375	$	1,299,500
Amount due to third parties		919,961		957,172
Amount due to third parties		924,063		901,652
Totals	$	2,261,353	$	2,352,822
Totals	$	2,271,438	$	2,201,152

11. CONTRACT LIABILITY

Contract liability consist of the following:

	June 30,		September 30,
	December 31, 2024		September 30, 2024
	2024		2023
Advance from customers	$	263,174	$	285,226
Advance from customers	$	288,578	$	129,758
Totals	$	263,174	$	285,226
Totals	$	288,578	$	129,758

12. ACCRUED LIABILITIES

Accrued liabilities consist of the following:

	June 30,		September 30,
	December 31, 2024		September 30, 2024
	2024		2023
Late fees for accrued taxes	$	5,595,309	$	5,558,989
Late fees for accrued taxes	$	5,110,419	$	4,340,593
Profession fee		68,517		71,288
Profession fee		68,822		-
Accrued rental		70,434		73,284
Accrued rental		70,749		-
Totals	$	5,734,260	$	5,703,561
Totals	$	5,249,990	$	4,340,593

13. BALANCES WITH RELATED PARTIES

		June 30,			September 30,
	Note		December 31, 2023			September 30, 2023
	Note	2024			2023
Due from related parties
Due from related parties
Shaowei Peng	(b)		$	1,276		$	1,328
Yulong Yi	(a)	$	-		$	698
Wanwu Kang	(c)			1,205			1,253
Shaowei Peng	(b)		1,282			1,360
Totals			$	2,481		$	2,581
Wanwu Kang	(c)		1,210			823
Due to related parties
Totals		$	2,492		$	2,881
Yulong Yi	(a)		$	1,960,124		$	1,793,741
Due to related parties
Ru Zhang	(d)			8,770			-
Yulong Yi	(a)	$	1,621,330		$	945,532
Totals			$	1,968,894		$	1,793,741
Totals		$	1,621,330		$	945,532

(a) One of the ultimate beneficial owner of Zhuoxun Hongtu (shareholding ratio of 53.72%), Chairman, legal representative and shareholders (shareholding ratio of 7176.~~6216~~81159%) of Beijing ZhuoXun Century Culture Communication Co., Ltd. and Chairman and legal representative of Beijing Fengyuan Zhihui Education Technology Co., Ltd. (b) One of the ultimate beneficial owner of Zhuoxun Hongtu (shareholding ratio of 4.52%), CTO and shareholders (shareholding ratio of 67.~~7568~~24638%) of Beijing ZhuoXun Century Culture Communication Co., Ltd. and Director of WFOE (c) ~~Shareholder~~One of the ultimate beneficial owner of Zhuoxun Hongtu (shareholding ratio of 0.90%), shareholder of Beijing Zhuoxun Century Culture Communication Co., Ltd. with a shareholding ratio of 5.~~4054~~7971%. (d) One of the ultimate beneficial owner of Zhuoxun Hongtu (shareholding ratio of 4.87%) and legal representative of Beijing ZhuoXun Century Culture Communication Co., Ltd Luoyang Branch office,

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

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

14. TAXES

Income tax

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

BVI Islands

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

Hong Kong

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

PRC Tax

Based on the Circular No. 13 of the State Tax Bureau for 2022, effective from January 1, 2022 to December 31, 2024, for small and micro-profit enterprises, the portion of the annual taxable income not exceeding RMB 1 million will be reduced by 25% and counted as taxable income, the corporate income tax will be paid at a rate of 20%. For the taxable income that exceeds RMB 1 million but does not exceed RMB 3 millions, the amount will be reduced by 50% and counted as taxable income, the corporate income tax will also be paid at a rate of 20%. ~~The~~During ~~operating entities within China were rated as small and micro-profit enterprises for~~ the three months ended ~~June 30~~December 31, 2024 and 2023, ~~and~~the ~~nine~~operating ~~months~~entities ~~ended~~within ~~June~~China ~~30,~~were ~~2024~~rated as small and ~~2023~~ micro enterprises.

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

	For The Nine Months Ended
	June 30,
	2024			2023
Loss before income taxes	$	(1,789,630	)	$	(2,048,604	)
PRC statutory income tax rate		25	%		25	%
Income tax benefit computed at statutory corporate income tax rate		(447,408	)		(512,151	)
Reconciling items:
Non-deductible expenses		245,146			4,789
Change in valuation allowance		202,262			507,362
Income tax expenses (benefits)	$	-		$	-

The tax effects of temporary differences that give rise to the deferred tax balances as of June 30, 2024 and September 30, 2023 are as follows:

	June 30,			September 30,
	2024			2023
Deferred tax asset:
Bad debt provision	$	113,301		$	108,897
Inventory provision		92,712			-
Long-term asset impairment		12,205			-
Accrued liabilities		34,893
Tax loss carryforward		1,192,770			678,736
Totals		1,445,881			787,633
Less: Allowance of deferred tax asset	$	(1,445,881	)	$	(787,633	)
Net amount		-			-

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

	For The Three Months Ended December 31,
	2024			2023
Loss before income taxes	$	(498,404	)	$	(801,867	)
PRC statutory income tax rate		25	%		25	%
Income tax benefit computed at statutory corporate income tax rate		(124,601	)		(200,466	)
Reconciling items:
Non-deductible expenses		65,345			16,283
Change in valuation allowance		59,256			184,183
Income tax expenses (benefits)	$	-		$	-

The tax effects of temporary differences that give rise to the deferred tax balances as of December 31, 2024 and September 30, 2024 are as follows:

	December 31,			September 30,
	2024			2024
Deferred tax asset:
Bad debt provision	$	112,798		$	117,361
Inventory provision		92,300			96,033
Long-term asset impairment		12,151			12,642
Accrued liabilities		34,738			36,143
Tax loss carryforward		1,296,472			1,288,154
Totals		1,548,459			1,550,333
Less: Allowance of deferred tax asset	$	(1,548,459	)	$	(1,550,333	)
Net amount		-			-

Taxes payable

Taxes payable consisted of the following:

	June 30,		September 30,
	December 31,		September 30,
	2024		~~2023~~2024
Company income tax payable	$	1,~~875~~866,~~297~~971	$	1,~~867~~942,~~816~~488
VAT tax payable		1,~~359~~352,~~123~~736		1,~~358~~407,~~660~~181
Individual income tax payable		1,~~975~~966,~~204~~710		12,~~967~~046,~~324~~261
Other taxes payable		170,~~582~~191		~~170~~177,~~139~~074
Totals	$	5,~~380~~356,~~206~~608	$	5,~~363~~573,~~939~~004

15. ~~CHINA~~SEGMENT ~~CONTRIBUTION PLAN~~REPORTING

The ~~Company participates in a government-mandated~~ ~~multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the~~ Company tohas ~~pay~~determined tothat ~~the~~it ~~local~~operates ~~labor~~in ~~bureau~~two amain ~~monthly~~operating ~~contribution~~segments: at(1) Charge afor ~~stated~~use ~~contribution rate based on the monthly compensation~~ of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond their monthly contributions. For the nine months ended June 30brand, ~~2024~~ and ~~2023,~~(2) Commission ~~the~~fee ~~Company contributed a total of $71,484 and $132,922, respectively, to these funds~~revenue.

~~16.~~The ~~SUBSEQUENT~~following ~~EVENT~~tables present the summary of each reportable segment’s revenue and income, which is considered as a segment operating performance measure, for the three months ended December 31, 2024:

~~The~~For ~~Company has analyzed its operations subsequent to June 30, 2024 to~~ the ~~date these condensed consolidation financial statements were issued. There~~three ismonths ~~not~~ended ~~material~~December ~~subsequent event to disclose in these interim condensed consolidated financial statements~~31, ~~except for “Gushen, Inc.” change its name to “Zhuoxun Hongtu Inc.” on August 23,~~ 2024.

	Charge for use of brand			Commission fee revenue			Consolidated
Current assets	$	66,961		$	22,182		$	89,143
Non-current assets		9,419			21,806			31,225
Revenues		10,494			9,150			19,644
Segment gross profit		10,494			3,664			14,158
Segment gross margin		100.00	%		40.04	%		72.07	%

16. CHINA CONTRIBUTION PLAN

The Company participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond their monthly contributions. For the three months ended December 31, 2024 and 2023, the Company contributed a total of $20,393 and $25,926, respectively, to these funds.

17. SUBSEQUENT EVENT

The Company has analyzed its operations subsequent to December 31, 2024 to the date these interim condensed consolidation financial statements were issued. There is not material subsequent event to disclose in these interim condensed consolidated financial statements.

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

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

The following ~~discussion~~ discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements appearing elsewhere in this report, as well as the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, ~~2023~~2024.

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

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

Overview

Zhuoxun Hongtu Inc., ~~a Nevada corporation previously known as~~ (“~~Gushen~~we”, ~~Inc.~~ “us” ~~prior~~or ~~to its name change on August 23, 2024 (~~the “Company”), ~~owns 100%~~was ofincorporated ~~Dyckmanst~~on ~~Limited~~March 9, a2015, ~~British~~in ~~Virgin~~the ~~Islands~~state ~~company~~of ~~(“Dyckmanst”),~~Nevada. ~~which~~The ~~owns~~name ~~100%~~ of ~~Edeshler~~the ~~Limited,~~Company ~~a Hong Kong~~was ~~company~~changed (from “~~Edeshler”)~~Gushen, ~~which~~Inc.” into ~~return~~“Zhuoxun ~~owns~~Hongtu ~~100%~~Inc.” ofon ~~Beijing~~August ~~Fengyuan Zhihui Education Technology Co.~~23, ~~Ltd.,~~2024 ato ~~PRC~~align ~~company~~with ~~(“Fengyuan Beijing”). The~~the Company,’s ~~Dyckmanst~~ operations and ~~Edeshler~~brands ~~are~~for ~~holding~~its ~~companies with no substantive operations~~subsidiaries.

The Company owns 100% of Dyckmanst Limited, a British Virgin Islands company (“Dyckmanst”), which owns 100% of Edeshler Limited, a Hong Kong company (“Edeshler”), which in return owns 100% of Beijing Fengyuan Zhihui Education Technology Co., Ltd., a PRC company (“Fengyuan Beijing”). The Company, Dyckmanst and Edeshler are holding companies with no substantive operations.

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

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

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

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

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

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

Zhuoxun Beijing authorized other enterprises using the Zhuoxun Beijing’s brand to set up community health retailers or the so-called Zhuoxun Youxuan stores, monetizes through brand usage fees. From the first quarter of fiscal year 2024, the Company charges commission fees to third-party merchants, who participated in the Company’s online broadcast room for Zhuoxun Youxuan stores.

Recent Development

~~Name~~Dismissal ~~Change~~and Replacement Independent Registered Public Accounting Firm

On November ~~August 9~~26, 2024, ~~pursuant to Section 78.390(8) of~~ the ~~Nevada Revised Statutes (the “NRS”), the Company’s~~ board of directors ~~(the “Board”) approved the change~~ of ~~the Company’s name from “Gushen, Inc.” to “~~Zhuoxun Hongtu Inc.” ~~to align with~~ (the “Company~~’s operations~~”) ~~and~~authorized ~~brands~~the ~~for~~dismissal ~~its~~of ~~subsidiaries~~WWC, ~~(the~~P.C. (“~~Name Change~~WWC”) and the ~~filing~~engagement of aGGF ~~certificate~~CPA ofLTD ~~amendment~~ (~~the~~ “~~Certificate of Amendment~~GGF”) ~~with~~as the ~~Secretary~~new ofindependent ~~State~~registered ~~for~~public ~~the~~accounting ~~State~~firm of ~~Nevada~~the ~~effectuating~~Company, ~~such~~for ~~Name~~the audit ~~Change. The Certificate~~ of ~~Amendment was filed with~~ the ~~Secretary~~Company ~~of State~~ for the ~~State~~fiscal ofyear ~~Nevada~~ended onSeptember ~~August 23~~30, 2024, effective immediately.

The Company’s financial statements for the fiscal years ended September 30, 2020, 2021, 2022 and 2023 (the “Covered Periods”) were audited by WWC. The auditor’s reports on the financial statements for the Covered Periods did not contain any adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, except that they have expressed uncertainty about the Company’s ability to continue as a going concern. Other than the foregoing, WWC has not conducted any audit on the Company’s financial statements for any fiscal year, or has issued any audit report since incorporation.

In addition, since WWC’s engagement on July 30, 2021, there were no disagreements with WWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of WWC, would have caused WWC to make reference to the subject matter of the disagreements in connection with its report on the Company’s financial statements for such periods. Also, during this time, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.

On November 26, 2024, the Company engaged GGF as the Company’s independent registered public accounting firm for the fiscal year ended September 30, 2024, effective November 26, 2024. During the fiscal years ended September 30, 2023 and 2024, neither the Company nor anyone on its behalf consulted with GGF regarding (i) the application of accounting principles to any specified transaction, either completed or proposed or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that GGF concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.

Critical Accounting Policies and Estimates

Basis of Presentation

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

Going Concern

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

In assessing the Company’s liquidity, the Company monitors and analyzes its cash and cash equivalents and its operating and capital expenditure commitments. [The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. As of ~~June~~December 3031, 2024, the Company’s current liabilities exceeded the current assets by $1516,~~630~~492,~~549~~497, its accumulated deficit was $1718,~~077~~043,~~977~~ 117 and the Company has incurred losses during the ~~nine~~ three months ended ~~June~~December 3031, 2024 and 2023. None of the Company’s stockholders, officers or directors, or third parties, are under any obligation to advance us funds, or to invest in us. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

2223

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

Principles of Consolidation

All transactions and balances among the Company, its subsidiaries, the VIE and the VIE’ subsidiaries have been eliminated upon consolidation.

Use of Estimates

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

Revenue Recognition

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

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

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

Training revenue

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

Charge for use of brand

Zhuoxun Beijing authorized other enterprises orusing ~~individuals to use~~ the Zhuoxun Beijing’s brand to set up community health stations or the so-called Zhuoxun Youxuan stores, providing services to customers at their location, with a brand usage fee. Revenue was recognized when ~~such~~the ~~events~~community ~~using~~health ~~the~~stations or ~~Company’s~~Zhuoxun ~~brand~~Youxuan ~~are~~stores ~~completed~~has been in operation.

23Commission fee revenue

~~Online~~Zhuoxun Beijing charges commission fees to third-party merchants, who participated in Zhuoxun Beijing’s online broadcast room for Zhuoxun Youxuan stores. Zhuoxun Beijing generally is acting as an agent and its performance obligation is to arrange for the provision of the specified goods by the third-party merchants. Upon successful sales, Zhuoxun Beijing charges the third-party merchants a fixed rate commission fee based on the sales amount. Commission fee revenues are recognized on a net basis at the point of completion of orders.

Zhuoxun Beijing sells goods through live streaming to customers, and arranging for their suppliers to provide goods directly to customers. Revenue is recognized on a net basis, revenue is generated from sales less the cost of goods purchased.

The amount of other revenues was immaterial compared to total revenue during the nine months ended June 30, 2024 and 2023.

Practical expedients and exemption

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

Other service income is earned when services have been rendered.

Income Taxes

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

Foreign Currency and Foreign Currency Translation

The functional currency of the Company is the United States dollar (“US dollar”). Fengyuan Beijing, Zhuoxun Beijing and Zhuoxun Beijing’s subsidiaries, all of which are based in PRC, use the local currency, the Chinese Yuan (“RMB”), as their functional currencies. An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements.

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

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

Balance sheet items, except for equity accounts
June 30, 2024		RMB7.2651 to $1
December 31, 2024		RMB7.2975 to $1
September 30, 2023		RMB7.2942 to $1
December 31, 2023		RMB7.0138 to $1
Income statement and cash flows items
For the nine months ended June 30, 2024		RMB7.1986 to $1
For the quarter ended December 31, 2024		RMB7.1916 to $1
For the nine months ended June 30, 2023		RMB6.9868 to $1
For the quarter ended December 31, 2023		RMB7.2052 to $1

Impairment of Long-lived Assets

Credit risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents. As of ~~June~~December 3031, 2024 and 2023, substantially all of the Company’s cash and cash equivalents were held by major financial institutions located in the PRC, which management believes are of high credit quality.

Fair Value of Financial Instruments

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

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

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

The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts and other receivables, other current assets, accounts and other payables, and other short-term liabilities approximate their fair value due to their short maturities.26

25The carrying value of the Company’s financial instruments, including cash and cash equivalents, accounts and other receivables, other current assets, accounts and other payables, tax payable, accrued liabilities, and other short-term liabilities approximate their fair value due to their short maturities.

Results of Operations

Comparison of ~~Nine~~Three Months Ended ~~June~~December 3031, 2024 and 2023

The following table sets ~~forth~~ forth key components of our results of operations during the ~~nine~~three months ended ~~June~~December 3031, 2024 and 2023, both in dollars and as a percentage of our revenue.

	Nine Months Ended June 30,
	Three Months Ended December 31,
	2024						2023
	Amount			% of Revenue			Amount			% of Revenue
Revenue	$	1319,~~917~~644			100.00		$	~~22,340~~48			100.00
Cost of revenue		(~~864~~5,486	)		(627.2193	)		~~(13,904~~-	)		~~(62.24~~-	)
Gross profit		1314,~~053~~158			9372.7907			~~8,436~~48			37100.7600
Selling expenses		(~~219~~48,~~268~~172	)		(~~1,575~~245.5423	)		(~~587~~101,~~696~~387	)		(2211,~~630~~222.6992	)
General and administrative expenses		(~~834~~208,~~894~~250	)		(51,~~999~~060.0912	)		(~~684~~458,~~902~~497	)		(3955,~~065~~202.8108	)
Loss from operations		(1242,~~041,109~~264	)		(71,~~480~~233.8427	)		(1559,~~264,162~~836	)		(51,~~658.74~~166,325	)
Other income, net		(748,521	)		(5,378.47	)		(784,442	)		(3,511.38	)
Other income (expense), net		(256,140	)		(1,303.91	)		(242,031	)		(504,231.25	)
Net loss before income taxes		(1498,~~789,630~~404	)		(122,~~859~~537.3118	)		(2801,~~048,604~~867	)		(91,~~170~~670,556.1225	)
Income tax benefit		-			-			-			-
Net loss	$	(1498,~~789,630~~404	)		(122,~~859~~537.3118	)	$	(2801,~~048,604~~867	)		(91,~~170~~670,556.1225	)

Revenue

~~The~~Our ~~Company’s~~ revenue ~~decreased~~ ~~from~~increased from $~~22,340~~48 to $1319,~~917~~644 during the ~~nine~~three months ended ~~June~~December 3031, 2024 compared with the same period in 2023. ~~Due~~With to the ~~impact~~ explosion of ~~the~~short ~~epidemic,~~videos in China and the ~~company~~proliferation of fragmented knowledge, people’s ~~original~~lifestyle ~~offline~~and ~~business~~the ~~could~~way ~~not~~of bethinking ~~carried~~and ~~out~~learning have changed after the pandemic, resulting in an enormous shock to the Company’s operation. The company adjusted its mode of operation, gradually ~~shifted~~ shifted its business focus to the brand authorization for community healthy station. ~~The~~and ~~charge~~Zhuoxun ~~for~~Youxuan ~~use~~stores, ofand ~~brand~~generation ~~revenue~~of ~~for~~commission ~~the nine~~fee ~~months ended June 30~~revenue, ~~2024~~preliminary ~~decreased~~results bywere ~~approximtely $8,500 compared with the nine months ended June 30, 2023~~achieved.

Cost of revenue

Our cost of revenue ~~was~~increased from $~~864 and~~nil to $135,~~904~~486 ~~for~~during the ~~nine~~three months ended ~~June~~December 3031, 2024 ~~and~~compared ~~2023,~~with ~~respectively.~~the ~~The~~same ~~decrease~~period ~~was~~in ~~mainly~~2023. The ~~due~~increase towas ~~the~~all ~~company~~from ~~shifted~~data ~~its~~traffic ~~business focus~~costs ~~from~~of online ~~sales~~broadcast toroom, ~~the~~depending ~~brand~~on ~~authorization~~data ~~for~~usage, ~~community~~transmission ~~healthy~~rates ~~station.~~and ~~For~~peak bandwidth, ~~the~~which ~~nine~~influenced ~~months~~by ~~ended~~duration, ~~June~~video 30quality, ~~2024,~~and ~~there~~audience size. for online broadcast room. There were no costs ~~of revenue~~ for charge for use of brand revenue~~, hence a reduction in cost of revenues~~.

Gross profit and gross margin

Our gross profit was $1314,~~053~~158 for the ~~nine~~three months ended ~~June~~December 3031, 2024, compared with a gross profit of $~~8,436~~48 for the same period in 2023. Gross profit as a percentage of revenue (gross margin) ~~was~~were 9372.7907% and 100% for the ~~nine~~three months ended ~~June~~December 3031, 2024, ~~compared~~and to2023, ~~a gross profit of 37~~respectively.~~76% for the same period in 2023.~~

2627

Selling expenses

Our selling expenses consist primarily of compensation and benefits to our expense related to the revenue, such as ~~advertising~~service ~~fee~~fees, ~~marketing~~traval ~~fees~~expenses. Our selling expenses decreased by $~~368~~53,~~428~~215 to $~~219~~48,~~268~~172 for the ~~nine~~three months ended ~~June~~December 3031, 2024, ~~compared to $587,696 for the same period in 2023. We adjusted the strategy~~ by ~~reducing~~controlling ~~7 of our selling employees~~expenses, ~~thus~~compared ~~salary and welfare decrease by~~ to $~~176~~101,~~771~~387 for the ~~nine months ended June 30, 2024, compared to the~~ same period in 2023. ~~Marketing fees had been fully amortized during FY2023, and no additional marketing fees for the nine months ended June 30, 2024.~~ As ~~the~~our ~~company’s~~ main ~~revenue~~business ~~steams~~ shifted to charge for use of brand, ~~the~~we ~~company~~ did not have to pay any cloud product service fees, so service fees decreased by $4831,~~502~~062 for the ~~nine~~three months ended ~~June~~December 3031, 2024 compared with the same period in 2023.

	Nine Months Ended June 30,
	Three Months ended December 31,
	2024				2023				Fluctuation
	~~Amount~~	Amount	%	%	~~Amount~~	Amount	%	%	~~Amount~~	Amount		%	%
Salary and welfare		~~103~~36,~~392~~034		4774.1580		~~280~~37,~~163~~548		4737.6703		(~~176~~1,~~771~~514	)		(634.1003	)
Conference Fees		-		-		1,551		0.26		(1,551	)		(100.00	)
Service fee		7,921		16.44		38,983		38.45		(31,062	)		(79.68	)
Marketing fee		-		-		128,338		21.84		(128,338	)		(100.00	)
Depreciation and amortization		3,639		7.55		3,632		3.58		7			0.19
Service fee		76,748		35.00		125,250		21.31		(48,502	)		(38.72	)
Others		578		1.21		21,224		20.93		(20,646	)		(97.28	)
Depreciation and amortization		10,907		4.97		10,861		1.85		46			0.42
Total Selling Expense	$	48,172		100.00	$	101,387		100.00	$	(53,215	)		(52.49	)
Others		28,221		12.88		41,533		7.07		(13,312	)		(32.05	)
Total Selling Expense	$	219,268		100.00	$	587,696		100.00	$	(368,428	)		(62.69	)

General and administrative expenses

Our general and administrative expenses consist primarily of compensation and benefits to our general management, finance and administrative staff, professional fees and other expenses incurred in connection with general operations. Our general and administrative expenses ~~increased~~decreased by $~~149~~250,~~992~~247 to $~~834~~208,~~894~~250 for the ~~nine~~three months ended ~~June~~December 3031, 2024 by controlling expenses, compared to $~~684~~458,~~902~~497 for the same period in 2023. WeThe ~~adjusted the strategy by reducing 3 of our gerneral and administrative employees, thus~~ salary and welfare ~~decrease~~expenses decreased by $~~100~~24,~~745~~709 for the ~~nine~~three months ended ~~June~~December 3031, 2024, compared with the same period 2023., ~~Due~~mainly todue to the decrease of ~~employees,~~chairman’s salary and the ~~company~~reduction ~~reconfigured~~in headcount attributable to general and administrative expenses. As a result of reconfiguring the office, soour ~~the~~rental ~~rent~~expenses decreased by $2923,~~126~~539 for the ~~nine~~three months ended ~~June~~December 3031, 2024 compared with the same period 2023. Profession fee ~~increased~~decreased by $~~305~~136,~~804~~907 for the ~~nine~~three months ended ~~June~~ 30December 31, 2024, mainly due to annual audit fees.

	Nine Months Ended June 30,
	Three Months ended December 31,
	2024				2023				Fluctuation
	Amount		%		Amount		%		Amount			%
Salary and welfare		~~187~~48,~~392~~704		2223.4539		~~288~~73,~~137~~413		4216.0701		(~~100~~24,~~745~~709	)		(3433.9666	)
Depreciation and amortization		~~6,954~~855		0.8341		444,~~488~~455		60.5097		(373,~~534~~600	)		(8480.3781	)
Rent		~~101~~9,~~935~~556		124.2159		~~131~~33,~~061~~095		197.1422		(2923,~~126~~539	)		(2271.2213	)
Profession fee		436,554		52.29		130,750		19.09		305,804			233.88
Professional fees		137,837		66.19		274,744		59.92		(136,907	)		(49.83	)
Bad debt		~~16,184~~-		~~1.94~~-		516,~~993~~169		03.8853		10(16,~~191~~169	)		~~170~~(100.0500	)
Impairment		49,271		5.90		-		-		49,271			100.00
Impairment of intangible assets		-		-		38,817		8.47		(38,817	)		(100.00	)
Others		3611,~~604~~298		45.3842		8417,~~473~~804		123.3388		(~~47,869~~6.506	)		(5636.6754	)
Total G&A Expenses	$	~~834~~208,~~894~~250		100.00	$	~~684~~458,~~902~~497		100.00	$	~~149~~(250,~~992~~247	)		21(54.9058	)

Other expense, net

Our other expense was $256,140 for the three months ended December 31, 2024, compared to $242,031 for the same period 2023. It mainly includes late fees for accrued taxes.

Income tax benefit

Our Income tax benefit ~~were~~ was $nil and $nil for the ~~nine~~ three months ended ~~June~~December 3031, 2024 and 2023.

Net loss

As a result of the cumulative effect of the factors described above, our net loss was $1498,~~789,630~~404 and $2801,~~048,604~~867 for the ~~nine~~three months ended ~~June~~December 3031, 2024 and 2023, respectively.

Liquidity and Capital Resources

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

	Nine Months Ended
	Three Months Ended December 31,
	June 30,
	2024			2023
Net cash used in operating activities	$	(~~703~~247,~~281~~707	)	$	(171,~~468,073~~692	)
Net cash used in investing activities		-			-
Net cash provided by financing activities		248,494			122,275
Net cash provided by financing activities		678,219			642,027
Net increase in cash and cash equivalents		787			50,583
Net decrease in cash and cash equivalents		(25,062	)		(826,046	)
Effect of exchange rate changes on cash and cash equivalents		(1,307	)		2,641
Effect of exchange rate changes on cash and cash equivalents		461			13,188
Cash and cash equivalents at the beginning of period		33,319			57,699
Cash and cash equivalents at the beginning of period		57,699			867,619
Cash and cash equivalents at the end of period	$	32,799		$	110,923
Cash and cash equivalents at the end of period	$	33,098		$	54,761

As of ~~June~~December 3031, 2024, we ~~had~~ had cash and cash equivalents of $3332,~~098~~799. To date, we have financed our operations primarily through borrowings from our stockholders, ~~related~~ related and unrelated parties.

Operating Activities

Net cash used in operating activities was $~~703~~247,~~281~~707 for the ~~nine~~three months ended ~~June~~December 3031, 2024, as compared to $171,~~468,073~~692 net cash used in operating activities for the ~~nine~~ three months ended ~~June~~December 3031, 2023.

The net cash used in operating activities for the ~~nine~~three months ended ~~June~~December 3031, 2024 ~~was~~primarily ~~mainly~~consisted ~~due~~of ~~to our~~ net loss of $1498,~~789~~404,~~630,~~ ~~the increase~~as inadjusted ~~other~~for non-cash ~~receivables~~items of $166,~~711~~828, ~~partially~~an ~~offset~~decrease byin ~~adjustments~~advance tofrom ~~reconcile~~customers ~~net loss~~ of $7011,~~246~~124, and ~~the~~offset by an increase in accrued liabilities of $~~900~~256,~~251~~150 as a result of late fees for accrued taxes.

The net cash used in operating activities for the ~~nine~~three months ended ~~June~~December 3031, 2023 ~~was~~primarily ~~mainly~~consisted ~~due~~of ~~to our~~ net loss of $2801,~~048~~867,~~604~~ as adjusted for non-cash items of $40,862, an increase in prepayment of $34,521, an increase in other receivables of $23,963, partially offset by ~~adjustments~~an toincrease ~~reconcile~~in ~~net~~account ~~loss~~payable of $~~151~~249,~~138~~919, ~~the~~an increase ~~decrease~~ in advance from ~~clients~~customers of $~~210~~158,~~798~~985, and ~~the~~an increase in accrued liabilities of $~~775~~342,~~142~~944 as a result of late fees for accrued taxes.

Financing Activities

Net cash provided by financing activities was $~~678~~248,~~219~~494 for the ~~nine~~three months ended ~~June~~December 3031, 2024, as compared to $~~642~~122,~~027~~275 for the ~~nine~~three months ended ~~June~~December 3031, 2023. The net cash used in investing activities for the three months ended December 31, 2024 and 2023 was mainly attributable to amount due to related parties.

Off-Balance Sheet Arrangements

As of ~~June~~December 3031, 2024 and ~~September~~ September 30, 2023, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

2829

Limited Operating History; Need for Additional Capital

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

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

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

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

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~There~~Not ~~have been no material changes to the Company’s market risk during the nine months ended June 30, 2024~~applicable. For a discussion of the Company’s exposure to market risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the its annual report on Form 10-K for the year ended September 30, 2023, filed with the SEC on May 31, 2024 (the “10-K”).

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

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

2930

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1a. Risk Factors

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

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

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

*	filed herewith

3031

SIGNATURES

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

	Zhuoxun Hongtu Inc.
	(Registrant)
Date: October 28, 2024	By:	/s/ Yulong Yi
Date: February 18, 2025	By:	/s/ Yulong Yi
		Yulong Yi
		Chairman of the Board of Directors, CEO, President, Treasurer (Principal Executive Officer & Principal Financial Officer & Accounting Officer)
		Chairman of the Board of Directors,
		CEO, President, & Treasurer
		(Principal Executive Officer &
		Principal Financial Accounting Officer)

3132

Filing Compare · Zhuoxun Hongtu Inc.