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: ~~June~~September 30, 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

GUOZI 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)

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

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 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 ~~September~~November 1005, 2019 was 2,207,000,000.

FORM 10-Q

GUOZI ZHONGYU CAPITAL HOLDINGS

Formerly Metl Inc.

~~June~~September 30, 2019

TABLE OF CONTENTS

		Page No.
PART I. - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Balance Sheets as of June 30, 2019 and December 31, 2018	4
	Balance Sheets as of September 30, 2019 and December 31, 2018	4
	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 Operations and Comprehensive Loss for the three and the nine months ended September 30, 2019 and 2018	5
	Unaudited Statements of Stockholders’ Equity for the three and six months ended June 30, 2019 and June 30, 2018	6
	Unaudited Statements of Stockholders’ Equity for the three and nine months ended September 30, 2019 and September 30, 2018	6
	Unaudited Statements of Cash Flows for the six months ended June 30, 2019	7
	Unaudited Statements of Cash Flows for the nine months ended September 30, 2019	7
	Notes to Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1817
Item 4.	Controls and Procedures	1817
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	1918
Item 1A	Risk Factors	1918
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1918
Item 3.	Defaults Upon Senior Securities	1918
Item 4.	Mine Safety Disclosures	1918
Item 5.	Other Information	1918
Item 6.	Exhibits	2018
	Signature	2119

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 addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 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

Item 1. Financial Statements

Guozi Zhongyu Capital Holdings Company

Formerly Melt Inc.

BALANCE SHEETS

	June 30, 2019 (Unaudited)			December 31, 2018
	Sept. 30, 2019 (Unaudited)			December 31, 2018
ASSETS
CURRENT ASSETS:
Notes receivable – related party	$	–		$	69,321
Total current assets		–			69,321
Prepaid Expenses		9,000			–
TOTAL ASSETS	$	–		$	69,321
Total current assets		9,000			69,321
TOTAL ASSETS	$	9,000		$	69,321
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	910,~~037~~135		$	2,204
Notes payable – Related Party		1126,~~750~~700			31,393
Total current liabilities		2036,~~787~~835			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		–
Preferred shares: par value $0.001 per share, 10,000,000 shares authorized, 0 share issued and outstanding in September 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
Common stock, par value $0.0001 per share; 1,000,000,000 shares authorized; 220,700,000 shares issued and outstanding in September 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~~964,~~250~~298	)		(1,900,739	)
Total stockholders' deficit		(2027,~~787~~835	)		35,724
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	–9000		$	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.

Guozi Zhongyu Capital Holdings Company

Formerly Melt Inc.

STATEMENTS OF OPERATIONS

(~~Un-audited~~Unaudited)

	For the three months ended June 30,						For the six months ended June 30,
	For the three months ended Sept. 30,						For the nine months ended Sept. 30,
	2019			2018			2019			2018
Revenues	$	–		$	–		$	–		$	–
Operating expenses
Legal fees		–900			5,~~300~~025			1011,~~750~~650			520,~~300~~325
Audit and accounting fees		–1,500			–7,800			46,~~500~~000			–7,800
Registration fees		–700			41,~~185~~000			–700			48,185
Transfer agent and Filing fees		23,~~129~~948			~~1,710~~–			37,~~333~~281			1,710
Bad Debt Expense		~~39,602~~–			–			39,602			–
Total operating expense		417,~~731~~048			1113,~~195~~825			5865,~~185~~233			1138,~~195~~020
Loss from operations		(417,~~731~~048	)		(1113,~~195~~825	)		(5865,~~185~~233	)		(1138,~~195~~020	)
Other Income and Expense
Interest income		~~837~~–			–			1,674			–
Total other income		~~837~~–			–			1,674			–
Net loss	$	(407,~~894~~048	)	$	(1113,~~195~~825	)	$	(5663,~~511~~559	)	$	(1138,~~195~~020	)
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~~183,~~700~~356,~~000~~189			2,129,000

*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.

Guozi Zhongyu Capital Holdings Company

Formerly Melt Inc.

STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~September 30, 2019 AND ~~JUNE 30,~~ 2018

(~~Un-audited~~Unaudited)

Statement of Stockholders’ Deficit for the Three & ~~Six~~Nine Months ended ~~June~~September 30, 2018

	Common Stock: Shares*		Common Stock: Amount*		Additional Paid in Capital		Deficit Accum			Totals
Balance - January 01, 2018		2,129,000	$	213	$	1,858,250	$	(1,858,463	)	$	–
Net Loss		–		–		–		–			–
Balance – March 31, 2018		2,129,000		213		1,858,250		(1,858,463	)		–
Net Loss		–		–		–		(1124,195	)		(1124,195	)
Balance – June 30, 2018		2,129,000	$	213	$	1,858,250	$	(1,~~869~~882,658	)	$	(1124,195	)
Net Loss		–		–		–		(13,825	)		(13,825	)
Balance – September 30, 2018		2,129,000	$	213	$	1,858,250	$	(1,896,483	)	$	(38,020	)

Statement of Stockholders’ Deficit for the Three & ~~Six~~Nine Months ended ~~June~~September 30, 2019

	Common Stock: Shares*		Common Stock: Amount*		Additional Paid in Capital			Deficit Accum			Totals
Balance - January 01, 2019		9,929,000	$	993	$	1,935,470		$	(1,900,738	)	$	35,~~725~~724
Issuance of Common Stock to a related party		210,771,000		21,077		(21,077	)		–			–
Net Loss		–		–		–			(15,~~618~~617	)		(15,~~618~~617	)
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	)
Net Loss		–		–		–			(7,048	)		(7,048	)
Balance – September 30, 2019		220,700,000	$	22,070	$	1,914,393		$	(1,964,298	)	$	(27,835	)

*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.

Guozi Zhongyu Capital Holdings Company

Formerly Melt Inc.

STATEMENTS OF CASH FLOWS

(~~Un-audited~~Unaudited)

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2019			2018
OPERATING ACTIVITIES:
Net loss	$	(5663,~~511~~559	)	$	(1138,~~195~~020	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Accounts receivable - related party		69,321			–
Accounts payable and accrued expenses		6,833			–
Prepaid Expenses		(9,000	)		–
Notes payable-related party		(19,643	)		–
Accounts payable and accrued expenses		7,931			5,000
NET CASH USED IN OPERATING ACTIVITIES		–			(11,195	)
Notes payable-related party		(4,693	)		–
Shares issued to related party		–			78,000
NET CASH USED IN OPERATING ACTIVITIES		–			44,980
INVESTING ACTIVITIES
Loan to related party		–			(68,305	)
NET CASH USED IN INVESTING ACTIVITIES		–			(68,305	)
FINANCING ACTIVITIES:
Proceeds from related party		–			1633,~~695~~520
NET CASH PROVIDED BY FINANCING ACTIVITIES		–			16,695
Payments on related party loan		–			(9,695	)
NET INCREASE IN CASH		–			5,500
NET CASH PROVIDED BY FINANCING ACTIVITIES		–			23,825
NET INCREASE IN CASH		–			500
CASH – BEGINNING OF PERIOD		–			–
CASH – END OF PERIOD	$	–		$	5,500
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION :
Non-cash investing and financing activities:
Write off of notes receivable – related party	$	(70,995	)	$	–
Cancellation of notes payable – related party	$	31,393		$	–
Shares issued to related party	$	–		$	68,305

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

GUOZI ZHONGYU CAPITAL HOLDINGS COMPANY

FORMERLY METL INC.

NOTES TO THE FINANCIAL STATEMENTS

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

(~~Un-audited~~Unaudited)

Note 1 – Organization and basis of accounting

Basis of Presentation and Organization

This summary of significant accounting policies of Guozi Zhongyu Capital Holdings 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.

Guozi Zhongyu Capital Holdings Company. (The “Company” or “GZCC”), formerly known as Melt 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 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.

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.

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.

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.

Use of Estimate

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates.

Income Tax

The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and 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.

Loss Per Share

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of ~~June~~September 30, 2019, there are no outstanding dilutive securities.

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 April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing”. The amendments add further guidance on identifying performance obligations and also to improve the operability and understandability of the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. The Company has adopted this ASU and is still evaluating the impact to the financial statements.

In May 2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients”. The amendments, among other things: (1) clarify the objective of the collectability criterion for applying paragraph 606-10-25-7; (2) permit an entity to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price; (3) specify that the measurement date for noncash consideration is contract inception; (4) provide a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations; (5) clarify that a completed contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before the date of initial application, and (6) clarify that an entity that retrospectively applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting change for the period of adoption. The effective date of these amendments is at the same date that Topic 606 is effective. The Company has adopted this ASU and is still evaluating the impact to the financial statements.

Note 4 – 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 June 30, 2019, a total of $70,995 which consists of principle of $68,305 and accrued interest of $2,690, 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 ~~six~~nine months ended ~~June~~September 30, 2019, Custodian Ventures, LLC advanced a total of $1,000 to the Company for payment of accounting fees and Mr. Zhicheng Rao advanced a total of $1025,~~750~~700 to the company for payment of accounting, registration and legal fees. As of ~~June~~ September 30, 2019, Notes payable has a balance of 1,000 to Custodian Ventures, LLC. and $1025,~~750~~700 to Mr. ZhiCheng Rao.

The 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.~~

~~Per~~As ~~Stock Purchase Agreement, dated as~~ of ~~February~~September 1230, 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~~has ~~Thirty~~a ~~One Thousand Three Hundred Ninety Three Dollars (~~$~~31,393),~~0 ~~accordingly,~~balance onof ~~June 30, 2019,~~ Notes ~~payable of $31,393 to Custodian Ventures, LLC~~receivable. ~~was cancelled.~~

~~The~~Per ~~net~~Stock ~~effect~~Purchase ofAgreement, dated on ~~the~~February ~~written~~12, ~~off~~2019, ofterm ~~Notes~~#3.3 ~~receivable~~Additional ofConsideration, ~~$70~~at closing,~~995~~ ~~from~~the seller, Custodian Ventures, LLC. ~~and~~shall ~~Cancellation~~waive ofcollection on ~~Notes~~the ~~payable~~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), ~~to Custodian Ventures~~accordingly, ~~LLC.~~on isJune a30, ~~bad~~2019, ~~debt~~Notes ~~expense~~payable of $3931,~~602~~393 ~~for~~to ~~the~~Custodian ~~reporting~~Ventures, ~~period~~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 2019 Q2 reporting period.

The Company has following note receivables from related parties:

	December 31, 2018		Addition		Write off			~~June~~September 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~~September 30, 2019
Custodian Ventures, LLC	$	31,393	$	1,000	$	31,393	$	1,000
Rao ZhiCheng (Board chairman)		–		1025,~~750~~700		–		1025,~~750~~700
	$	31,393	$	1126,~~750~~700	$	31,393	$	1126,~~750~~700

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

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

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

Business Development

Guozi Zhongyu Capital Holdings Company (The “Company” or “GZCC”) formerly known as Melt 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 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.

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.

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.

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~~nine months ended ~~June~~ September 30, 2019 Compared to ~~June~~September 30, 2018

Revenue

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

Expenses

For the three months ended ~~June~~September 30, 2019 and 2018, we incurred operating expenses of $417,~~731~~048 and $1113,~~195~~825 respectively for ana ~~increase~~decrease of $306,~~536~~777 or ~~272~~ 49.7602% from the same period of prior year. The major expenses for the three-month period ended ~~June~~September 30, 2019 were ~~Bad~~professional ~~Debt~~services Expense of $393,~~602~~948, ~~and~~audit ~~Transfer~~fee ~~Agent~~$1,500, ~~service~~legal fees $900 and registration fees of $~~2,129~~700; the major expenses for the three-month period ended September ~~June~~ 30, 2018 were legal, audit, registration and transfer agent fees. The ~~increase~~decrease of $306,~~536~~777 was mainly due to the ~~increase~~ decrease of ~~bad~~$6,300 ~~debt~~of ~~expense~~audit offees, $394,~~602~~125 of legal fees and an increase of $~~419 in Transfer Agent fees~~3,948 ~~and decrease~~ in ~~legal~~other ~~and~~professional ~~registration~~service fees~~, $5,300 and $4,185 respectively~~.

As of September 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.

For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, we incurred operating expenses of $5865,~~185~~233 and $1138,~~195~~020 respectively for an increase of $4627,~~990~~213 or ~~419~~ 71.7560% from the same period of prior year. The major expenses for the ~~six~~nine-month period ended ~~June~~September 30, 2019 were bad debt expense, audit and accounting fees, legal fees and transfer agent service fees; the major expenses for the ~~six~~nine-month period ended ~~June~~September 30, ~~2018~~ 2018 were legal, registration and transfer agent fees. The increase of $4627,~~990~~213 was mainly due to an increase of $39,602 in bad ~~debt~~ debt expense, an increase of $53,~~450~~948 in ~~legal~~professional ~~fees,~~services ~~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$7,~~185~~485 in registration fees, and a decrease of $20,325 in legal fees.

Other Income (expense)

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

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

Net Loss

For the three months ended ~~June~~September 30, 2019 and 2018, we incurred a net loss of $407,~~894~~048 and $1113,~~195~~825 respectively. The ~~increase~~decrease is mainly due to ~~the~~a ~~write off~~decrease of ~~notes~~$6,300 ~~receivable~~in audit ~~and~~fees, ~~cancellation~~a decrease of ~~Notes~~$4,125 ~~payable~~in ~~that~~legal ~~caused~~fees aand ~~bad~~an ~~debt~~increase ~~expense~~ of $393,~~602~~948 in other professional fees at the same time.

For the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018, we incurred a net loss of $5663,~~511~~559 and $1138,~~195~~020 respectively. The increase is mainly due to the write off of notes receivable, and decreases in legal fees, accounting fees and ~~accounting~~registration fees.

Liquidity and Capital Resources

As of ~~June~~September 30, 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 ~~June~~September 30, 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:

filing of Exchange Act reports.

franchise fees, registered agent fees, legal fees and accounting fees, and

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~~ September 30, 2019 and December 31, 2018, we have had $09,000 in current assets and $69,321 in current assets, respectively. As of ~~June~~ September 30, 2019, we had $0 9,000 in liabilities and stockholders’ deficit. As of December 31, 2018, we had $69,321 in liabilities and stockholders’ deficit.

We had $0 cash flow from operations during the ~~six~~nine months ended ~~June~~September 30, 2019, compared to $1172,~~195~~ 500 used in operating activities for the ~~six~~nine months ended ~~June~~ September 30, 2018. The decrease was due to the decrease of $6968,~~321~~305 in Notes receivable, increase of $~~6,833 in accounts payable, and decrease of $~~19,643 in Notes payable. We financed our cash flow from operations during the ~~six~~nine months ended ~~June~~September 30, 2019 and 2018 through advances made by related parties.

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 ~~June~~September 30, 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 ~~June~~September 30, ~~2019~~ 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 six months ended ~~June~~September 30, 2019 and 2018, and are included ~~elsewhere~~ elsewhere in this registration statement.

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, 2018. Based upon that evaluation, the Company’s CEO concluded that the Company’s disclosure controls and procedures were not effective as of ~~June~~September 30, 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 ~~June~~September 30, 2019, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

1817

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

2018

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
Date: November 14, 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
Date: November 14, 2019	By:	/s/ Qiulin Shi
		Qiulin Shi, Chief Financial Officer (principal financial officer)

2119

Filing Compare · GUOZI ZHONGYU CAPITAL HOLDINGS