UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED: ~~March~~June 3130, 2019

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

For the transition period from __________ to __________

Commission File Number: ~~________________~~ 000-55978

~~MELT,~~GUOZI ~~INC.~~ZHONGYU CAPITAL HOLDINGS

Formerly Melt Inc.

(Exact name of registrant as specified in its charter)

Nevada		47-0925451
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

18818 Teller Avenue, Suite 115, Irvine, CA 92612

(Address of principal executive offices, Zip Code)

(310) 890-2209

(Registrant’s telephone number, including area code)

______________________________

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

~~Indicate~~Securities registered bypursuant ~~check mark whether the registrant (1) filed all reports required~~ to ~~be filed by~~ Section ~~13 or 15~~12(db) of the ~~Exchange~~ Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐:

~~Indicate by~~Title ~~check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405~~ of ~~Regulation~~each ~~S-T~~class ~~(§232.405~~Trading ~~of this chapter~~Symbol(s) ~~during~~Name ~~the preceding~~of 12each ~~months~~exchange ~~(or~~on ~~for~~which ~~such~~registered ~~shorter~~None ~~period~~N/A ~~that the registrant was required to submit and post such files). Yes ☐ No ☒~~N/A

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically 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.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging ~~growth~~Growth ~~company~~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. ☐o

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

The number of shares of registrant’s common stock outstanding as of ~~May~~September 0510, 2019 was 2,207,000,000.

FORM 10-Q

~~MELT,~~GUOZI ZHONGYU CAPITAL ~~INC.~~HOLDINGS

~~March 31,~~Formerly ~~2019~~Metl Inc.

June 30, 2019

TABLE OF CONTENTS

		Page No.
PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Balance Sheets as of March 31, 2019 and December 31, 2018	5
	Balance Sheets as of June 30, 2019 and December 31, 2018	4
	Unaudited Statements of Operations and Comprehensive Loss for the three months ended March 31, 2019 and the three months ended March 31, 2018	6
	Unaudited Statements of Operations and Comprehensive Loss for the six months ended June 30, 2019 and the six months ended June 30, 2018	5
	Unaudited Statements of Cash Flows for the three months ended March 31, 2019	8
	Unaudited Statements of Stockholders’ Equity for the three and six months ended June 30, 2019 and June 30, 2018	6
	Notes to Financial Statements	9
	Unaudited Statements of Cash Flows for the six months ended June 30, 2019	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
	Notes to Financial Statements	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	17
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 4.	Controls and Procedures	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	1819
Item 1A	Risk Factors	1819
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1819
Item 3.	Defaults Upon Senior Securities	1819
Item 4.	Mine Safety Disclosures	1819
Item 5.	Other Information	1819
Item 6.	Exhibits	1920
	Signature	2021

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those ~~specifically~~ specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~report~~Annual Report on Form 810-K ~~which~~for ~~was filed with~~ the ~~SEC~~year onended ~~January~~December 2031, ~~2017 (the “Super 8-K”)~~2018, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and information contained in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

PART I. FINANCIAL INFORMATION

4Guozi Zhongyu Capital Holdings Company

~~MELT INC.~~Formerly Melt Inc.

BALANCE SHEETS

(Un-audited)

	June 30, 2019 (Unaudited)			December 31, 2018
ASSETS
CURRENT ASSETS:
Notes receivable – related party	$	–		$	69,321
Total current assets		–			69,321

TOTAL ASSETS	$	–		$	69,321

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	9,037		$	2,204
Notes payable – Related Party		11,750			31,393
Total current liabilities		20,787			33,597

Commitments and Contingencies

STOCKHOLDERS’ DEFICIT
Preferred shares: par value $0.001 per share, 10,000,000 shares authorized, 0 share issued and outstanding in June 30, 2019; 0 share authorized, 0 share issued and outstanding in December 31, 2018		–
Common stock, par value $0.0001 per share; 1,000,000,000 shares authorized; 220,700,000 shares issued and outstanding in June 30, 2019; 19,000,000 shares authorized; 9,929,000 shares issued and outstanding in December 31, 2018*		22,070			993
Additional paid in capital		1,914,393			1,935,470
Accumulated deficit		(1,957,250	)		(1,900,739	)
Total stockholders' deficit		(20,787	)		35,724

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	–		$	69,321

	March 31, 2019			December 31, 2018
ASSETS
CURRENT ASSETS:
Notes receivable – related party	$	70,158		$	69,321
Total current assets		70,158			69,321
TOTAL ASSETS	$	70,158		$	69,321
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses		6,908			2,204
Notes payable – Related Party		43,143			31,393
Total current liabilities		50,051			33,597
Commitments and Contingencies
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.00001 per share; 10,000,000,000 shares authorized; 2,207,000,000 shares issued and outstanding in March 31, 2019 and December 31, 2018.		22,070			22,070
Additional paid in capital		1,914,393			1,914,393
Accumulated deficit		(1,916,357	)		(1,900,739	)
Total stockholders' equity		20,107			35,724
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	70,158		$	69,321

*Share and per share amounts have been retroactively adjusted to reflect the decreased number of shares resulting from a 10:1 reverse stock split.

The accompanying notes are an integral part of these unaudited financial statements.

~~MELT~~Guozi Zhongyu Capital ~~INC.~~Holdings Company

Formerly Melt Inc.

STATEMENTS OF OPERATIONS

(Un-audited)

	For the three months ended March 31,
	For the three months ended June 30,							For the six months ended June 30,
	2019			~~2018~~	2018			2019			2018
	$	—		$	—
Revenues	$	–			$	–		$	–		$	–
Operating expenses
Legal fees		~~10,750~~–			—	5,300			10,750			5,300
Audit and accounting fees		~~4,500~~–			—	–			4,500			–
Transfer agent and Filing fees		1,204
Registration fees		–				4,185			–			4,185
Total operating expense		16,454			—
Transfer agent and Filing fees		2,129				1,710			3,333			1,710
Loss from operations		(16,454	)		—
Bad Debt Expense		39,602				–			39,602			–
Other Income and Expense	$				—
Total operating expense		41,731				11,195			58,185			11,195
Interest income		837			—
Loss from operations		(41,731	)			(11,195	)		(58,185	)		(11,195	)
Total other income		837			—
Other Income and Expense
Net loss	$	(15,618	)	$	—
Interest income		837				–			1,674			–
Net loss per common share – basic and diluted	$	(0.00	)	$	(0.00	)
Total other income		837				–			1,674			–
Weighted average common shares outstanding – basic and diluted		2,207,000,000
Net loss	$	(40,894	)		$	(11,195	)	$	(56,511	)	$	(11,195	)
Net loss per common share – basic and diluted	$	(0.00	)		$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding – basic and diluted*		220,700,000				2,129,000			220,700,000			2,129,000

~~The~~*Share and per share ~~accompanying~~amounts ~~notes~~have ~~are~~been anretroactively ~~integral~~adjusted ~~part~~to reflect the decreased number of ~~these~~shares ~~financial~~resulting ~~statements~~from a 10:1 reverse stock split.

6The accompanying notes are an integral part of these unaudited financial statements.

~~MELT, INC.~~ 5

Guozi Zhongyu Capital Holdings Company

Formerly Melt Inc.

STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2019 AND ~~MARCH~~JUNE 3130, 2018

(Un-audited)

Statement of Stockholders’ Deficit for the Three & Six Months ended ~~March~~June 3130, 2018

	Common Stock: Shares		Common Stock: Amount		Additional Paid in Capital		Deficit Accum			Totals
	Common Stock: Shares*		Common Stock: Amount*		Additional Paid in Capital		Deficit Accum			Totals
Balance - January 01, 2018		2,129,000~~,000~~	$	~~21,290~~213	$	1,~~837~~858,~~173~~250	$	(1,858,463	)	$	—–
Net loss for the period		—		—		—		—			—
Net Loss								–			–
Balance March 31, 2018		2,129,000,000	$	21,290	$	1,837,173	$	(1,858,463	)	$	—
Balance – March 31, 2018		2,129,000		213		1,858,250		(1,858,463	)		–
Net Loss								(11,195	)		(11,195	)
Balance – June 30, 2018		2,129,000	$	213	$	1,858,250	$	(1,869,658	)	$	(11,195	)

Statement of Stockholders’ Deficit for the Three & Six Months ended ~~March~~June 3130, 2019

	Common Stock: Shares		Common Stock: Amount			Additional Paid in Capital			Deficit Accum			Totals
	Common Stock: Shares*		Common Stock: Amount*			Additional Paid in Capital			Deficit Accum			Totals
Balance – January 01, 2019		2,207,000,000	$	99,290		$	1,837,173		$	(1,858,463	)	$	—
Balance - January 01, 2019		9,929,000	$	993		$	1,935,470		$	(1,900,738	)	$	35,725
Effect of Stock Split				(77,220	)		77,220						—
Issuance of Common Stock to a related party		210,771,000		21,077			(21,077	)		–			–
Net loss for the period										(15,618	)		(15,618	)
Net Loss										(15,618	)		(15,618	)
Balance March 31, 2019		2,207,000,000	$	22,070		$	1,914,393		$	(1,874,081	)	$	(15,618	)
Balance – March 31, 2019		220,700,000		22,070			1,914,393			(1,916,356	)		20,107
Net Loss										(40,894	)		(40,894	)
Balance – June 30, 2019		220,700,000	$	22,070		$	1,914,393		$	(1,957,250	)	$	(20,787	)

7*Share and per share amounts have been retroactively adjusted to reflect the decreased number of shares resulting from a 10:1 reverse stock split.

~~MELT~~The accompanying notes ~~INC.~~are ~~AND~~an ~~SUBSIDIARIES~~integral part of these unaudited financial statements.

Guozi Zhongyu Capital Holdings Company

Formerly Melt Inc.

STATEMENTS OF CASH FLOWS

(Un-audited)

	For the Three Months Ended March 31,
	For the Six Months Ended June 30,
	2019			2018
OPERATING ACTIVITIES:
Net loss	$	(1556,~~618~~511	)	$	—(11,195	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Accounts payable and accrued expenses		4,704
Accounts receivable - related party		69,321			–
Interest receivable		(837	)		—
Accounts payable and accrued expenses		6,833			–
NET CASH USED IN OPERATING ACTIVITIES		(11,750	)		—
Notes payable-related party		(19,643	)		–
NET CASH USED IN OPERATING ACTIVITIES		–			(11,195	)
FINANCING ACTIVITIES:
Proceeds from Related party loan		11,750			—
Proceeds from related party		–			16,695
NET CASH PROVIDED BY FINANCING ACTIVITIES		~~11,750~~–			—16,695
NET INCREASE IN CASH		—–			—5,500
CASH – BEGINNING OF PERIOD		0–			0–
CASH – END OF PERIOD	$	0–		$	05,500
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION :
Non-cash investing and financing activities:
Notes payable issued for services		—			—
Write off of notes receivable – related party	$	(70,995	)	$	–
Cancellation of notes payable – related party	$	31,393		$	–

The accompanying notes are an integral part of these unaudited financial statements.

~~MELT~~GUOZI ZHONGYU ~~INC.~~CAPITAL ~~AND~~HOLDINGS ~~SUBSIDIARIES~~COMPANY

FORMERLY METL INC.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ~~MARCH 31~~JUNE 30, 2019 and DECEMBER 31, 2018

(Un-audited)

Note 1 – Organization and basis of accounting

Basis of Presentation and Organization

This summary of significant accounting policies of ~~Melt~~Guozi ~~Inc.~~Zhongyu ~~and~~Capital ~~its~~Holdings ~~Subsidiaries~~Company is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

~~Melt~~Guozi ~~Inc~~Zhongyu Capital Holdings Company. (~~hereinafter~~The ~~referred to~~“Company” or “GZCC”), formerly known as ~~the~~Melt ~~Company)~~Inc., was organized on July 18, 2003, under the laws of the State of Nevada. The Company operates as a holding company for operating subsidiaries.

Melt (California), Inc. is a wholly owned subsidiary (hereinafter referred to as Melt (CA)) of Melt Inc. and was organized on August 6, 2003, under the laws of the State of California. Melt (CA) was in the business of owning and operating corporate owned stores of which none were in existence during the year ended December 31, 2009, managing the construction process for both corporate and franchisee owned stores, securing retail space for either corporate or franchise stores to operate from, as well as the sale and distribution of product to franchise owned stores until October 2007. Melt (CA) ceased managing the construction of stores during September 2007. All assets, liabilities and operating results related to store construction and retail leases are therefore included in discontinued operations as of December 31, 2009 and 2008 (see note 6).

Melt Franchising LLC (hereinafter referred to as Melt (FA)) a wholly owned subsidiary was organized on February 2, 2005 under the laws of the State of Nevada. Melt (FA) is responsible for selling franchises to allow franchisee’s to own and operate stores trading under the name of Melt – gelato italiano, Melt – café & gelato bar and Melt – gelato & crepe café as well as the sale and distribution of product to franchisees, marketing and the collection of royalties. To date, Melt (FA) has sold forty-nine franchises of which nineteen are operating, seventeen agreements have been terminated by the Company as a result of the franchisee’s not securing retail space or other reasons, and thirteen have closed their operations.

On June 27, 2018, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for Melt Inc., proper notice having been given to the officers and directors of Melt, Inc. There was no opposition.

On June 28, 2018, the Company filed a certificate of revival with the state of Nevada, appointing David Lazar as, President, Secretary, Treasurer and Director.

On February 27, 2019, ~~Custodian~~ Custodian Ventures LLC (the “Seller”) entered into a Stock Purchase Agreement (the “Agreement”) ~~with~~ with Zhicheng RAO ( (the “Buyer” or “Purchaser”). Pursuant to the Agreement, the Seller ~~sold~~ sold to the Buyer, and the Buyer agreed to purchase from the Seller, 2,185,710,000 shares of common stock, par value $0.00001 per ~~share~~ share (the “Common Stock”) of Melt, Inc. (the “Company”), constituting approximately 99% of the issued and outstanding Common Stock, for an aggregate purchase price of $325,000. The closing of the transactions (the “Closing”) contemplated by the Agreement occurred and consummated on March 7, 2019. The foregoing description of the Agreement does not purport to describe all of the terms and provisions thereof and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

As aThe ~~condition precedent to closing, the Seller agree to acquire from the~~ Company ~~2,107,710,000 of newly issued shares of Common Stock from the Company. The Company~~ filed Amended and Restated Articles of Incorporation with Nevada Secretary of State on February 26, 2019 to increase ~~the~~ the company’s authorized shares of common stock from 100,000,000 to 10,000,000,000 with a par value of $0.00001 per share. ~~The~~ The amended and restated Articles also authorized 10,000,000 shares of Preferred Stock with a par value of $0.001 per share. The ~~Company~~ Company issued 2,107,710,000 shares of restricted common stock to the Seller in a private sale exempt from registration pursuant to Section 4(2) of 1933 Act on February 28, 2019, and thus increased Seller’s shareholding interest in the Company from 78,000,000 ~~shares~~ shares of common stock to 2,185,710,000 shares of common stock prior to Closing.

The Company filed a Certificate of Amendment on April 15, 2019 with Nevada Secretary of State to (i) change the Company name from Melt Inc. to Guozi Zhongyu Capital Holdings Company; (ii) to effectuate a reverse stock split of the Company’s authorized, issued and outstanding shares of Common Stock, at a ratio of 10-for-1; and (iii) to increase par value of its authorized shares of Common Stock to $0.0001 per share.

The accompanying financial statements are prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The Company is a development stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital, and research into products which may become part of the Company’s product portfolio. The Company has not realized significant sales through since inception. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and, even if planned principal operations have commenced, revenues are insignificant.

The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital, or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Note 2 – Going Concern

The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Note 3 – Summary of significant accounting policies

Cash and Cash Equivalents

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

~~Revenue~~Use ~~Recognition~~of Estimate

The ~~Company~~preparation ~~recognize~~of financial ~~revenues~~statements ~~when~~in ~~delivery~~conformity ofwith ~~goods or~~GAAP ~~completion~~requires ofmanagement ~~services~~to ~~has~~make ~~occurred~~estimates ~~provided~~and ~~there~~assumptions isthat ~~persuasive~~affect ~~evidence~~the reported amounts of anassets ~~agreement,~~and ~~acceptance~~liabilities ~~has~~and ~~been~~disclosure ~~approved~~of bycontingent ~~its customers,~~assets ~~the~~and ~~fee~~liabilities isat ~~fixed~~the ordate ~~determinable~~of ~~based~~the onfinancial statements, and the reported ~~completion~~amounts of ~~stated~~expenses ~~terms~~during ~~and~~the ~~conditions,~~reporting ~~and~~periods. ~~collection~~Actual ofresults ~~any~~could ~~related receivable~~differ isfrom ~~probable~~those estimates.

~~Property~~Income ~~and equipment~~Tax

~~Property~~The ~~and~~Company ~~equipment~~accounts ~~are~~for ~~stated~~income attaxes ~~historical~~pursuant to ~~cost~~FASB ~~less~~ASC ~~accumulated depreciation~~Topic ~~and~~740, Income ~~impairment~~Taxes. Under ~~The~~FASB ~~historical~~ASC ~~cost~~Topic of740, ~~acquiring~~deferred antax ~~item~~assets and liabilities are determined based on temporary differences between the bases of ~~property~~certain assets and ~~equipment~~liabilities ~~includes~~for ~~the~~income ~~costs~~tax ~~necessarily~~and financial reporting purposes. ~~incurred~~The todeferred ~~bring~~tax itassets and liabilities are classified according to the ~~condition~~financial ~~and~~statement ~~location~~classification ~~necessary~~of ~~for~~the ~~its~~assets ~~intended~~and ~~use~~liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Fair Value Measurement

The Company values its convertible notes and amounts due to related partings and short term loans payable under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 - Valuations for assets and liabilities that can be obtained from readily available pricing sources via independent providers for market transactions involving similar assets or liabilities. The Company’s principal markets for these securities are the secondary institutional markets, and valuations are based on observable market data in those markets.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments.

~~Employee~~Loss ~~Stock-Based~~Per ~~Compensation~~Share

~~The~~Basic ~~Company~~loss ~~accounts~~per ~~for~~common ~~stock-based~~share ~~compensation~~excludes dilution inand ~~accordance~~is ~~with~~computed ~~ASC~~by ~~718~~dividing ~~Compensation~~net -loss ~~Stock~~by ~~Compensation~~the ~~(“ASC~~weighted ~~718”).~~average ~~ASC~~number ~~718~~of ~~addresses~~common ~~all~~shares ~~forms~~outstanding ofduring ~~share-based payment~~the ~~(“SBP”)~~period. ~~awards~~Diluted ~~including~~loss per ~~shares~~common ~~issued~~share ~~under~~reflect ~~employee~~the ~~stock~~potential ~~purchase~~dilution ~~plans~~that ~~and~~could ~~stock~~occur ~~incentive~~if ~~shares.~~securities ~~Under ASC~~or ~~718~~other ~~awards~~contracts ~~result~~to inissue acommon ~~cost~~stock ~~that~~were isexercised or ~~measured~~converted atinto ~~fair~~common ~~value~~stock onor resulted in the ~~awards’~~issuance ~~grant~~of ~~date,~~common ~~based~~stock onthat ~~the~~then ~~estimated~~shared ~~number~~in ~~of awards~~the ~~that~~loss ~~are~~of ~~expected~~the toentity. ~~vest~~As ~~and~~of ~~will~~June 30, ~~result~~2019, inthere aare ~~charge~~no tooutstanding ~~operations~~dilutive securities.

Subsequent Event

The Company evaluated subsequent events through the date when financial statements are issued for disclosure consideration.

Adoption of Recent Accounting Pronouncements

As of December 31, 2015, the Company adopted guidance codified in ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs. The guidance simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs is not affected. Therefore, these costs will continue to be amortized as interest expense using the effective interest method pursuant to ASC 835-30-35-2 through 35-3. The adoption of this standard did not have an impact on our financial statements.

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Recent Accounting Pronouncements

In February 2016, the FASB issued an accounting standards update for leases. The ASU introduces a lessee model that brings most leases on the balance sheet. The new standard also aligns many of the underlying principles of the new lessor model with those in the current accounting guidance as well as the FASB's new revenue recognition standard. However, the ASU eliminates the use of bright-line tests in determining lease classification as required in the current guidance. The ASU also requires additional qualitative disclosures along with specific quantitative disclosures to better enable users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The pronouncement is effective for annual reporting periods beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, for nonpublic entities using a modified retrospective approach. Early adoption is permitted. The adoption of this standard did not have an impact on our financial statements.

In March 2016, the FASB issued an accounting standards update that provides a new requirement to record all of the tax effects related to share-based payments at settlement (or expiration) through the income statement. This pronouncement is effective for annual reporting periods beginning after December 15, 2017, and interim periods within fiscal years beginning after December 15, 2018, for nonpublic entities. The adoption of this standard did not have an impact on our financial statements.10

11 Note 4 – Related party transactions

In August 2016, the FASB issued an accounting standards update addressing the classification and presentation of eight specific cash flow issues that currently result in diverse practices. The amendments provide guidance in the presentation and classification of certain cash receipts and cash payments in the statement of cash flows including debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, proceeds from the settlement of corporate-owned life insurance policies, and distributions received from equity method investees. This pronouncement is effective for annual reporting periods beginning after December 15, 2018, and interim periods within fiscal years beginning after

December 15, 2019, for nonpublic entities. The amendments in this ASU should be applied using a retrospective approach. The adoption of this standard did not have an impact on our financial statements.

Note 4 – Discontinued Operations

The Company has fully impaired all assets since the shutdown of its operations in 2010 and has recorded the effects of this impairment as part of its discontinued operations. With the absence of a substantial amount of the old records and the passage of the statute of limitations the company has recorded a discontinued operations expense in 2010 the most current year since operations shutdown based on the accumulated records obtained to date through the first quarter 2019.

Note 5 – Related party transactions

On July 03, 2018, the Company obtained a promissory note in amount of $68,305 from its custodian, Custodian Ventures, LLC, the managing member being David Lazar. The note bears an interest of 3% and matures in 180 days from the date of issuance.

On July 03, 2018, the Company issued 78,000,000 shares of common stock to Custodian Ventures, LLC at par for shares valued at $78,000 in exchange for settlement of a portion of a related party loan for amounts advanced to the Company in the amount of $9,695, and the promissory note issued to the Company in the amount $68,305. As of ~~March~~June 3130, ~~2018~~2019, a total of $70,~~158~~995 which consists of principle of $68,305 and accrued interest of $12,~~853~~690, is due to the Company.

On March 07, 2019, there was a change of control and Mr. Zhicheng Rao became the majority shareholder and Co Chairman of the Board of Directors. During the ~~three~~six months ended ~~March~~June 3130, 2019, Custodian Ventures, LLC advanced a total of $1,000 to the Company for payment of accounting fees and Mr. ~~Mrz~~ Zhicheng Rao advanced a total of $10,750. As of ~~March~~June 3130, 2019, ~~the~~Notes ~~company~~payable ~~had~~has a ~~loan~~balance ~~payable remaining~~ of ~~$32~~1,~~393~~000 to Custodian Ventures, LLC. and $10,750 to ~~Zhicheng Rao~~Mr. ~~Both~~ZhiCheng ~~loans are unsecured, non-interest bearing, and have no specific terms for repayment~~Rao.

~~Note~~The 6management –considers there ~~Common~~is ~~Stock~~no collectability of the promissory notes from related party- Custodian Ventures, LLC., On June 30, 2019, the Notes receivable of $70,995 from Custodian Ventures, LLC. was written off. As of June 30, 2019, the company has a $0 balance of Notes receivable.

Per Stock Purchase Agreement, dated as of February 12, 2019, term #3.3 Additional Consideration, at closing, the seller, Custodian Ventures, LLC. shall waive collection on the promissory note issued by the company in its favor, which is in the total principal amount of Thirty One Thousand Three Hundred Ninety Three Dollars ($31,393), accordingly, on June 30, 2019, Notes payable of $31,393 to Custodian Ventures, LLC. was cancelled.

The net effect of the written off of Notes receivable of $70,995 from Custodian Ventures, LLC. and Cancellation of Notes payable of $31,393 to Custodian Ventures, LLC. is a bad debt expense of $39,602 for the reporting period.

The Company has following note receivables from related parties:

	December 31, 2018		Addition		Write off			June 30, 2019

Custodian Ventures, LLC	$	69,321	$	1,674	$	(70,995	)	$	–
	$	69,321	$	1,674	$	(70,995	)	$	–

The Company has the following notes payables to related parties:

	December 31, 2018		Addition		Forgiven		June 30, 2019

Custodian Ventures, LLC	$	31,393	$	1,000	$	31,393	$	1,000
Rao ZhiCheng (Board chairman)		–		10,750		–		10,750
	$	31,393	$	11,750	$	31,393	$	11,750

Note 5 – Common Stock

On July 03, 2018, the Company issued 78,000,000 shares of common stock to Custodian Ventures, LLC at par for shares valued at $78,000 in exchange for settlement of a portion of the related party loan in the amount of $9,695 and a promissory note issued to the Company in the amount $68,305.

On February 27, 2019, Custodian Ventures LLC (the “Seller”) entered into a Stock Purchase Agreement (the “Agreement”) with Zhicheng RAO ( (the “Buyer” or “Purchaser”). Pursuant to the Agreement, the Seller sold to the Buyer, and the Buyer agreed to purchase from the Seller, 2,185,710,000 shares of common stock, par value $0.00001 per share (the “Common Stock”) of Melt, Inc. (the “Company”), constituting approximately 99% of the issued and outstanding Common Stock, for an aggregate purchase price of $325,000. The closing of the transactions (the “Closing”) contemplated by the Agreement occurred and consummated on March 7, 2019. The foregoing description of the Agreement does not purport to describe all of the terms and provisions thereof and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

As ~~a condition precedent to closing, the Seller agree to acquire from the Company 2,107,710,000 of newly issued shares of Common Stock from the Company.~~ The Company filed Amended and Restated Articles of Incorporation with Nevada Secretary of State on February 26, 2019 to increase the company’s authorized shares of common stock from 100,000,000 to 10,000,000,000 with a par value of $0.00001 per share. The amended and restated Articles also authorized 10,000,000 shares of Preferred Stock with a par value of $0.001 per share. The Company issued 2,107,710,000 shares of restricted common stock to the Seller in a private sale exempt from registration pursuant to Section 4(2) of 1933 Act on February 28, 2019, and thus increased Seller’s shareholding interest in the Company from 78,000,000 shares of common stock to 2,185,710,000 shares of common stock prior to Closing. ~~As of March 31, 2019, at total of 2,207,000,000 shares of common stock are outstanding.~~

On April 15, 2019, the Company filed a Certificate of Amendment with Nevada Secretary of State to (i) change the Company name from Melt Inc. to Guozi Zhongyu Capital Holdings Company; and (ii) to effectuate a reverse stock split of the Company’s authorized, issued and outstanding shares of Common Stock, at a ratio of 10-for-1, increased the par value of the Corporation’s authorized common shares to $0.0001 per share.

As of June 30, 2019, at total of 220,700,000 shares of common stock are outstanding.

Note 7 – Subsequent Events

The Company evaluates events that occur after the year-end date through the date the financial statements are available to be issued. Accordingly, management has evaluated subsequent events through May 09, 2018, and has determined that there were no subsequent events, requiring adjustment to, or disclosure in, the financial statements

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

Business Development

~~Melt,~~Guozi ~~Inc.~~Zhongyu Capital Holdings Company (The “~~Melt~~Company”, or ~~the~~ “~~Company~~GZCC”) formerly known as Melt Inc., was organized on July 18, 2003, ~~under~~ under the laws of the State of Nevada. The Company operates as a holding company for operating subsidiaries.

Melt Franchising LLC (hereinafter referred to as Melt (FA)) a wholly owned subsidiary was organized on February 2, 2005 under the laws of the State of Nevada. Melt (FA) is responsible for selling franchises to allow franchisees to own and operate stores trading under the name of Melt – gelato italiano, Melt – café & gelato bar and Melt – gelato & crepe café as well as the sale and distribution of product to franchisees, marketing and the collection of royalties. Melt (FA) sold forty-nine franchises of which nineteen were operating, seventeen agreements were terminated by the Company as a result of the franchisee’s not securing retail space or other reasons, and thirteen closed their operations. Melt discontinued operations in 2010.

On June 28, 2018, the Company filed a certificate of revival with the state of Nevada, appointing David Lazar as, President, Secretary, Treasurer and Director.

On July 3, 2018, the Company obtained a promissory note in amount of $68,305 from its custodian, Custodian Ventures, LLC, the managing member being David Lazar. The note bears an interest of 3% and matures in 180 days from the date of issuance.

On July 3, 2018, the Company issued 78,000,000 shares of common stock, with par value $0.001 for par value in cash and a promissory note issued on that same day for $68,305, to Custodian Ventures, LLC. In addition, David Lazar thereafter, published all of the missing filings with OTC Markets for the Company, so that it became current with Pink Sheets information. There was no party that requested such services. Prior to July 3, 2018, neither Custodian Ventures, LLC, nor David Lazar, held any shares of capital stock in the Company

On July 11, 2018, the Company terminated its registration with the Securities and Exchange Commission.

On August 13, 2018, the Company filed a Form 10-12G, which went effective on October 12, 2018.

14 13

The Company filed a Certificate of Amendment on April 15, 2019 with Nevada Secretary of State to (i) change the Company name from Melt Inc. to Guozi Zhongyu Capital Holdings Company; and (ii) to effectuate a reverse stock split of the Company’s authorized, issued and outstanding shares of Common Stock, at a ratio of 10-for-1.

The Company's current business objective is to seek a business combination with an operating company. We intend to use the Company's limited personnel and financial resources in connection with such activities. The Company will utilize its capital stock, debt or a combination of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of restricted shares of capital stock. The issuance of additional shares of our capital stock:

●· may significantly reduce the equity interest of our stockholders;

●· will likely cause a change in control if a substantial number of our shares of capital stock are issued, and most likely will also result in the resignation or removal of our present officer and director; and

●· may adversely affect the prevailing market price for our common stock.

Similarly, if we issued debt securities, it could result in:

●· default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt obligations;

●· acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenants were breached without a waiver or renegotiations of such covenants;

●· our immediate payment of all principal and accrued interest, if any, if the debt security was payable on demand; and

●· our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding.

~~Melt~~GZCC has administrative offices located at 18818 Teller Avenue. Suite 115, Irvine, CA 92612. It is provided by related party- Custodian Ventures LLC. with no charge.

~~Melt~~GZCC’s fiscal year end is December 31.

Critical accounting policies and estimates

Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates and judgments, our commitments to strategic alliance partners and the timing of the achievement of collaboration milestones. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent assets and liabilities. These estimates and judgments are also based on historical experience and other factors that are believed to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.

Going Concern

The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt as to our ability to continue as a going concern.

Results of Operations

For the three and six months ended June ~~March 31~~30, 2019 ~~compared~~Compared to ~~the~~ ~~three~~June ~~months ended March 31~~30, 2018

Revenue

For the three months ended ~~March~~June 3130, 2019 and ~~March~~June 3130, 2018, the Company generated $0 in revenues. For the six months ended June 30, 2019 and 2018, revenues were both $0

Expenses

For the three months ended ~~March~~June 3130, 2019 and 2018, we incurred operating expenses of $1641,~~454~~731 and $11,195 respectively for an increase of $30,536 or 272.76% ~~For~~from the same period of prior year. The major expenses for the three-month ~~months~~period ended ~~March~~June 3130, ~~2018~~2019 were Bad Debt Expense of $39,602 weand ~~incurred~~Transfer ~~operating~~Agent service fees of $2,129; the major expenses infor the ~~amount~~three-month period ended June 30, 2018 were legal, ofregistration $0and transfer agent fees. The increase isof $30,536 was mainly due to ~~increased~~the ~~accounting~~increase ~~and~~of ~~legal~~bad ~~fees~~debt ~~associated~~expense ~~with~~of ~~the~~$39,602 ~~preparation~~ and an ~~filing~~increase of ~~the~~$419 ~~Company’s Form~~in ~~10K~~Transfer Agent fees, and ~~10-Q~~decrease ~~with~~in ~~the~~legal ~~Securities~~and registration fees, $5,300 and ~~Exchange~~$4,185 ~~Commission~~respectively.

~~Net~~The ~~Loss~~management considers there is no collectability of the promissory notes from related party- Custodian Ventures, LLC., On June 30, 2019, the Notes receivable of $70,995 from Custodian Ventures, LLC. was written off. As of June 30, 2019, the company has a $0 balance of Notes receivable.

~~For~~Per ~~the~~Stock ~~three~~Purchase Agreement, ~~months~~dated ~~ended~~as ~~March~~of 31February 12, 2019, we ~~incurred~~term#3.3 aAdditional ~~net~~Consideration, ~~loss~~at ~~of 15~~closing,~~618.~~ ~~The~~the ~~increase~~seller, isCustodian ~~due~~Ventures, LLC. toshall ~~increased~~waive ~~accounting~~collection ~~and~~on ~~legal~~the ~~fees~~promissory ~~incurred~~note issued by the ~~Company~~company ~~when~~in ~~preparing~~ its ~~December 31~~favor, ~~2018~~which ~~Form~~is ~~10-K~~in ~~and~~the ~~its~~total ~~March~~principal amount of Thirty One Thousand Three Hundred Ninety Three Dollars ($31,393), accordingly, on June 30, 2019, ~~10-Q~~Notes ~~with~~payable ~~the~~of ~~Securities~~$31,393 ~~and~~to ~~Exchange~~Custodian Ventures, ~~Commission~~LLC. was cancelled.

For the six months ended June 30, 2019 and 2018, we incurred operating expenses of $58,185 and $11,195 respectively for an increase of $46,990 or 419.75% from the same period of prior year. The major expenses for the six-month period ended June 30, 2019 were bad debt expense, audit and accounting fees, legal fees and transfer agent service fees; the major expenses for the six-month period ended June 30, 2018 were legal, registration and transfer agent fees. The increase of $46,990 was mainly due to an increase of $39,602 in bad debt expense, an increase of $5,450 in legal fees, an increase of $4,500 in audit and accounting fees, and an increase of $1,623 in transfer agent fees, at the same time, there was a decrease of 4,185 in registration fees.

Other Income (expense)

Other income consists of interest income. Other income for the three months ended June 30, 2019 and 2018 were $837 and $0; $837 was the interest on the promissory note from related party - Custodian Ventures, LLC.

Other income for the six months ended June 30, 2019 and 2018 were $1,674 and $0; $1,674 was the interest on the promissory note from related party - Custodian Ventures, LLC.

Net Loss

For the three months ended June 30, 2019 and 2018, we incurred a net loss of $40,894 and $11,195 respectively. The increase is mainly due to the write off of notes receivable and cancellation of Notes payable that caused a bad debt expense of $39,602.

For the six months ended June 30, 2019 and 2018, we incurred a net loss of $56,511 and $11,195 respectively. The increase is mainly due to the write off of notes receivable, legal fees and accounting fees.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2019, the Company has no business operations and no cash resources other than that provided by Management. We are dependent upon interim funding provided by Management or an affiliated party to pay professional fees and expenses. Our Management and an affiliated party have agreed to provide funding as may be required to pay for accounting fees and other administrative expenses of the Company until the Company enters into a business combination. The Company would be unable to continue as a going concern without interim financing ~~provided~~ provided by Management. As of ~~March~~June 3130, 2019, we had $0 in cash. As of December 31, 2018, we had $0 in cash.

If we require additional financing, we cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all. The Company depends upon services provided by Management and an affiliated party to fulfill its filing obligations under the Exchange Act. At present, the Company has no financial resources to pay for such services.

The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations, maintaining the filing of Exchange Act reports, the investigation, analyzing, and consummation of an acquisition for an unlimited period of time will be paid from additional money contributed by Zhichen Rao, our Co-Chairman of the Board, or an affiliated party.

During the next 12 months we anticipate incurring costs related to:

●1. filing of Exchange Act reports.

●2. franchise fees, registered agent fees, legal fees and accounting fees, and

●3. investigating, analyzing and consummating an acquisition or business combination.

We estimate that these costs will be in the range of five to six thousand dollars per year, and that we will be able to meet these costs as necessary, to be advanced/loaned to us by Management and/or an affiliated party.

On June ~~March 31~~30, 2019 and December 31, 2018, we have had $~~70,158~~0 in current assets and $69,321 in current assets, respectively. As of ~~March 31~~June 30, 2019, we had $~~70,158~~0 in liabilities and stockholders’ deficit~~, consisting of amounts due to related party~~. As of December 31, 2018, we had $69,321 in liabilities ~~and~~ and stockholders’ deficit.

We had a$0 ~~negative~~ cash flow from operations of during the six months ended June 30, 2019, compared to $11,~~750~~195 used ~~during~~in operating activities for the ~~three~~six months ended ~~March~~June 3130, ~~2019~~2018. The decrease was due to the decrease of $69,321 in Notes receivable, increase of $6,833 in accounts payable, and decrease of $19,643 in Notes payable. We financed our ~~negative~~ cash flow from operations during the ~~three~~six months ended ~~March~~June 3130, 2019 and 2018 through advances made by related parties.

We had $0 cash flow from operations during the three months ended March 31, 2019.

The Company currently plans to satisfy its cash requirements for the next 12 months through borrowings from its CEO or companies affiliated with its CEO and believes it can satisfy its cash requirements so long as it is able to obtain financing from these affiliated parties. The Company expects that money borrowed will be used during the next 12 months to satisfy the Company's operating costs, professional fees and for general corporate purposes. There is no written funding agreement between the Company and its CEO.

The Company has only limited capital. Additional financing is necessary for the Company to continue as a going concern. Our independent auditors have provided an unqualified audit opinion for the years ended December 31, 2018 and 2017 with an explanatory paragraph on going concern.

Off-Balance Sheet Arrangements

As of ~~March~~June 3130, 2019 and 2018, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

Contractual Obligations and Commitments

As of ~~March~~June 3130, 2019 and 2018, we did not have any contractual obligations.

Critical Accounting Policies

Our significant accounting policies are described in the notes to our financial statements for the ~~three~~six months ended ~~March~~June 3130, 2019 and 2018, and are included ~~elsewhere~~ elsewhere in this registration statement.

16 17

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are an emerging growth company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and the Company’s Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of December 31, ~~2017~~2018. Based upon that evaluation, the Company’s CEO concluded that the Company’s disclosure controls and procedures were not effective as of ~~March~~June 3130, 2019 due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review.

Management is in the process of determining how best to change our current system and implement a more effective system to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act have been recorded, processed, summarized and reported accurately. Our management intends to develop procedures to address the current deficiencies to the extent possible given limitations in financial and manpower resources. While management is working on a plan, no assurance can be made at this point that the implementation of such controls and procedures will be completed in a timely manner or that they will be adequate once implemented.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended ~~March~~June 3130, 2019, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

17 18

PART II

ITEM 1. LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

ITEM 1A. RISK FACTORS

We are an emerging growth company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

Item 6. Exhibits

The following exhibits are included with this report.

	31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
	32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	101.INS	XBRL Instance Document
	101.SCH	XBRL Schema Document
	101.CAL	XBRL Calculation Linkbase Document
	101.DEF	XBRL Definition Linkbase Document
	101.LAB	XBRL Label Linkbase Document
	101.PRE	XBRL Presentation Linkbase Document

~~SIGNATURE~~ITEM 6. EXHIBITS

~~Pursuant~~The tofollowing ~~the requirements of the Securities~~exhibits ~~Exchange~~are ~~Act~~included ofwith ~~1934, the registrant has duly caused~~ this report ~~to be signed on its behalf by the undersigned thereunto duly authorized~~.

	MELT, INC.
	31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
Date: May 15, 2019	By:	/s/ Long Chen
	32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
		Long Chen, Chief Executive Officer (principal executive officer
	101.INS	XBRL Instance Document
	101.SCH	XBRL Schema Document
	101.CAL	XBRL Calculation Linkbase Document
	101.DEF	XBRL Definition Linkbase Document
	101.LAB	XBRL Label Linkbase Document
	101.PRE	XBRL Presentation Linkbase Document

	MELT, INC.
Date: May 15, 2019	By:	/s/ Qiulin Shi
		Qiulin Shi, Chief Financial Officer (principal financial officer

20 SIGNATURE

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

	Guozi Zhongyu Capital Holdings Company

Date: September 20, 2019	By:	/s/ Long Chen
		Long Chen, Chief Executive Officer (principal executive officer

	Guozi Zhongyu Capital Holdings Company

Date: September 20, 2019	By:	/s/ Qiulin Shi
		Qiulin Shi, Chief Financial Officer (principal financial officer)

Filing Compare · GUOZI ZHONGYU CAPITAL HOLDINGS