UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~March~~June 3130, 2024

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

For the transition period from __________ to __________

Commission file number 333-229830

GUOCHUN INTERNATIONAL INC.

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

Nevada

7370

32-0575017

(State or Other Jurisdiction

of Incorporation or Organization)

(Primary Standard Industrial Classification Number)

(I.R.S. Employer

Identification Number)

66 West Flagler Street, Suite 900 - #3040, Miami, FL 33130

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Tel: +1251-2629446

(Registrant’s phone number, including area code)

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock		GCGJ		OTC Markets

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

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 ~~[X]~~☒ No~~[ ]~~ ☐

Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, 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 ~~[X]~~☒

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

Large accelerated Filer [☐ ] Accelerated Filer [☐ ] Non-accelerated Filer ~~[X]~~☒ Smaller reporting company ~~[X]~~☒ 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 7(a)(2)(B) of the Securities Act.

Yes ~~[X]~~☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ~~[X]~~☒ No ~~[ ]~~☐

As of May 2712, ~~2024~~ 2025 , there were 3,870,600 shares, par value $0.0001, of the registrant’s common stock outstanding.

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION	F-1
ITEM 1.	FINANCIAL STATEMENTS:	F-1
	Condensed Balance Sheets as of March 31, 2024 (unaudited) and December 31, 2023	F-1
	Condensed Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	F-1
	Condensed Statements of Operations and Comprehensive Loss for the three months ended March 31, 2024 and 2023 (unaudited)	F-2
	Condensed Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2024 and 2023 (unaudited)	F-2
	Condensed Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2024 and 2023 (unaudited)	F-3
	Condensed Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2024 and 2023 (unaudited)	F-3
	Condensed Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (unaudited)	F-4
	Condensed Statements of Cash Flows for the six months ended June 30, 2024 and 2023 (unaudited)	F-4
	Notes to the Condensed Financial Statements	F-5 – F-76
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1
ITEM 3.	QUANTITATIVE AND QUALITATIVED IS CLOSURES ABOUT MARKET RISK	32
ITEM 4.	CONTROLS AND PROCEDURES	32
PART II	OTHER INFORMATION	43
ITEM 1	LEGAL PROCEEDINGS	43
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	43
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	43
ITEM 4	MINE SAFETY DISCLOSURES	43
ITEM 5	OTHER INFORMATION	43
ITEM 6	EXHIBITS	43
	SIGNATURES	54

PART I – FINANCIAL INFORMATION

Item 1. Financial statements

GUOCHUN INTERNATIONAL INC.

CONDENSED BALANCE SHEETS

AS OF ~~MARCH~~JUNE 3130, 2024 AND DECEMBER 31, 2023

(Currency expressed in United States Dollars (“US$”))

	March 31, 2024			December 31, 2023
	June 30, 2024			December 31, 2023
	(Unaudited)			(Audited)
ASSETS		-			-
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	~~7,998~~596		$	994
Amount due to the sole officer and director (non-interest bearing and due on demand)		3144,~~523~~528			27,033
TOTAL CURRENT LIABILITIES		3945,~~521~~124			28,027
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $0.001 par value, 75,000,000 shares authorized, 3,870,600 shares issued and outstanding as of March 31, 2024 and December 31, 2023 respectively		3,871			3,871
Common stock, $0.001 par value, 75,000,000 shares authorized, 3,870,600 shares issued and outstanding as of June 30, 2024 and December 31, 2023 respectively		3,871			3,871
Additional paid-in capital		76,646			76,646
Accumulated deficit		(~~120~~125,~~038~~641	)		(108,544	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)		(3945,~~521~~124	)		(28,027	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	-		$	-

See accompanying notes to the unaudited condensed financial statements.

F-1

GUOCHUN INTERNATIONAL INC.

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2024 and 2023

(Currency expressed in United States Dollars (“US$”)

(Unaudited)

		Thee months ended March 31, 2024						Thee months ended March 31, 2023
		Three months ended June 30, 2024		Three months ended June 30, 2023		Six months ended June 30, 2024					Six months ended June 30, 2023
								(Reclassified)
REVENUES	$	-	$	-	$	-				$	-
REVENUES	$	-					$	-
COST OF REVENUES		-		-		-					-
COST OF REVENUES		-						-
GROSS PROFIT		-		-		-					-
GROSS PROFIT		-						-
OPERATING EXPENSES
OPERATING EXPENSES
Professional fees		4,000		1,500		14,000					7,500
Professional fees		10,000						7,344
Other general and administrative expenses		1,603		2,494		3,097					3,859
Other general and administrative expenses		1,494						21
TOTAL OPERATING EXPENSES		5,603		3,994		17,097					11,359
TOTAL OPERATING EXPENSES		11,494						7,365
OPERATING LOSS		(5,603)		(3,994)		(17,097)					(11,359)
OPERATING LOSS		(11,494			)			(7,365	)
OTHER INCOME (EXPENSES)		-		-		-					-
OTHER INCOME (EXPENSES)		-						-
LOSS BEFORE INCOME TAX		(5,603)		(3,994)		(17,097)					(11,359)
LOSS BEFORE INCOME TAX		(11,494			)			(7,365	)
INCOME TAX EXPENSE		-		-		-					-
INCOME TAX EXPENSE		-						-
NET LOSS	$	(5,603)	$	(3,994)	$	(17,097)					(11,359)
NET LOSS	$	(11,494			)			(7,365	)
Other comprehensive income
Other comprehensive income
Foreign currency translation adjustment		-		-		-					-
Foreign currency translation adjustment		-						-
COMPREHENSIVE LOSS	$	(5,603)	$	(3,994)	$	(17,097)					(11,359)
COMPREHENSIVE LOSS	$	(11,494			)			(7,365	)
Net loss per share - Basic and diluted	$	(0.00)	$	(0.00)	$	(0.00				$	(0.00
Net loss per share - Basic and diluted	$	(0.00			)		$	(0.00	)
Weighted Average Number of shares outstanding – Basis and diluted	$	3,870,600	$	3,870,600	$	3,870,600				$	3,870,600
Weighted Average Number of shares outstanding – Basis and diluted	$	3,870,600					$	3,870,600

See accompanying notes to the unaudited condensed financial statements.

F-2

GUOCHUN INTERNATIONAL INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”))

For the three and six months ended ~~March~~June 3130, 2024

	COMMON STOCK				ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT			TOTAL EQUITY
	Number of shares		Amount		~~ADDITIONAL PAID-IN CAPITAL~~		~~ACCUMULATED DEFICIT~~				~~TOTAL EQUITY~~
Balance as of December 31, 2023 (Audited)		3,870,600	$	3,871	$	76,646	$	(108,544)	)	$	$(28,027)	~~(28,027~~	)
Net loss		-		-		-		(11,494)	)		(11,494)	~~(11,494~~	)
Balance as of March 31, 2024 (Unaudited)		3,870,600	$	3,871	$	76,646	$	(120,038)	)	$	$(39,521)	~~(39,521~~	)
Net loss		-		-		-		(5,603)			(5,603)
Balance as of June 30, 2024 (Unaudited)		3,870,600	$	3,871	$	76,646	$	(125,641)		$	(45,124)

For the three and six months ended ~~March~~June 3130, 2023

	COMMON STOCK				ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT			TOTAL EQUITY
	Number of shares		Amount		~~ADDITIONAL PAID-IN CAPITAL~~		~~ACCUMULATED DEFICIT~~				~~TOTAL EQUITY~~
Balance as of December 31, 2022 (Audited)		3,870,600	$	3,871	$	76,646	$	(85,597)	)	$	$(5,080)	~~(5,080~~	)
Net loss		-		-		-		(7,365)	)		(7,365)	~~(7,365~~	)
Balance as of March 31, 2023 (Unaudited)		3,870,600	$	3,871	$	76,646	$	(92,962)	)	$	$(12,445)	~~(12,445~~	)
Net loss		-		-		-		(3,994)			(3,994)
Balance as of June 30, 2023 (Unaudited)		3,870,600	$	3,871	$	76,646	$	(96,956)		$	(16,439)

See accompanying notes to the unaudited condensed financial statements.

F-3

GUOCHUN INTERNATIONAL INC.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”)

(Unaudited)

	Three months ended March 31, 2024				Three months ended March 31, 2023
	Six months ended June 30, 2024			Six months ended June 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1117,~~494~~097)	)	$	$(11,359)	~~(7,365~~	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		~~7,004~~(398)			(1,424)	~~1,365~~
Net cash used in operating activities		(417,~~490~~495)	)		(12,783)	~~(6,000~~	)
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from the current and former sole officer and director		4,490				6,000
Advances from the current sole officer and director		17,495			12,783
Net cash provided by financing activities		417,~~490~~495			12,783	~~6,000~~
Net change in cash and cash equivalents		-			-	-
Cash and cash equivalents, beginning of period		-			-	-
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	-		$	$-	-
SUPPLEMENTAL CASH FLOWS INFORMATION
Cash paid for income taxes	$	-		$	$-	-
Cash paid for interest	$	-		$	$-	-

See accompanying notes to the unaudited condensed financial statements.

F-4

GUOCHUN INTERNATIONAL INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”)

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND

Guochun International Inc. (the “Company” or “Guochun”) was incorporated in the State of Nevada on August 2, 2018. To June 27, 2022, the Company was developing a messenger application. It was being designed to provide a chance to alter the speaker’s voice while talking with other people and full functionality of similar messaging apps. The Company intended to develop and publish mobile applications on the iOS, Google Play, Amazon and Ethereum platforms. Guochun International Inc. intended to generate revenues through the sale of branded advertisements and via consumer transactions, including in-app purchases. The management of the Company planned to distribute the application all over the world using various platforms.

On June 27, 2022, Gediminas Knyzelis, the Company’s former sole officer and director and majority stockholder, sold 3,000,000 shares of Company common stock (representing 77.5% of the 3,870,600 shares of common stock issued and outstanding at June 27, 2022) to ZHOU XUAN. In connection therewith, Gediminas Knyzelis resigned as officer and director of the Company and ZHOU XUAN consented to act as the Company’s chief executive officer, chief financial officer, and director. Also, Gediminas Knyzelis agreed to waive the $76,535 amount due to him at June 27, 2022 and the Company agreed to assign the software acquired by the Company on March 17, 2022 to Gediminas Knyzelis.

As a result of the ownership and management change described above, the Company ceased its former business plans and is now keep searching for business opportunities to acquire.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of ~~March~~June 3130, 2024, the Company had cash of $0 and negative working capital of $3945,~~521~~124. For the ~~three~~six months ended ~~March~~June 3130, 2024, the Company had no revenues and incurred a net loss of $1117,~~494~~097. These factors raise substantial doubt regarding the Company`s ability to continue as a going concern.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. There is no assurance that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are expressed in US dollars.

Fair Value of Financial Instruments

The Company’s financial instruments consist of accounts payable and accrued liabilities, and amount due to the sole officer and director. The carrying amounts of these financial instruments approximates fair value because of the short period of time between the origination of such instruments and their expected realization.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Reclassification

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

Foreign Currency

The Company’s functional and reporting currency is the U.S. dollar. Transactions may occur in foreign currencies and management follows ASC 830, “Foreign Currency Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the Statement of Operations.

F-5

GUOCHUN INTERNATIONAL INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”)

(Unaudited)

Related Party Transaction

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Revenue Recognition

The Company will assess and follow the guidance of ASC 606, Revenue from Contracts with Customers, and revenue will be recognized using the following five steps:

	1.	Identify the contract(s) with a customer;
	2.	Identify the performance obligations in the contract;
	3.	Determine the transaction price;
	4.	Allocate the transaction price to the performance obligations in the contract; and
	5.	Recognize revenue when (or as) the entity satisfies a performance obligation.

The Company has not recognized any operating revenues during the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, respectively.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to FASB Accounting Standards Codification (“ASC”) 260, “Earnings Per Share”. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

There were no potentially dilutive common shares outstanding for the periods presented.

Recent Accounting Pronouncements

Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company`s financial position and results of operations from adoption of these standards is not expected to be material.

NOTE 4 - STOCKHOLDERS’ EQUITY

There were 3,870,600 shares of common stock issued and outstanding as of ~~March~~June 3130, 2024 and December 31, 2023, respectively.

F-6

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

The following discussion should be read in conjunction with the audited financial statements and related notes in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 that is filed on April 16, 2024. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward- looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Report. Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

BUSINESS OVERVIEW

To June 27, 2022, the Company was developing a new kind of messenger. Guochun’s app was intended to be a unique product with high production value and high revenue potential. It was going to be developed and published on both original and licensed IP. As the result of the change in control transaction on June 27, 2022, the Company assigned the software acquired by the Company on March 17, 2022 to Gediminas Knyzelis, the former sole officer and director. As a result of the ownership and management change described above, the Company ceased its former business plans on June 27, 2022, and is keep searching for business opportunities to acquire since then.

As of the issuance date of this filing, no new business acquisition has occurred.

Results of Operations

For the three and six months ended ~~March~~June 3130, 2024 and 2023, respectively

During the three months ended June ~~March 31~~30, 2024 and 2023, the Company generated zero revenues, respectively. The operating expenses for the same periods were ~~comprised~~ comprised of operating expenses of $115,~~494~~603 and $73,~~365~~994, respectively, resulting in net losses of $115,~~494~~603 and $73,~~365~~994 for the three months ended ~~March 31~~June 30, 2024 and 2023. Our operating expenses consisted of mainly professional fees for the three months ended ~~March~~ 31June 30, 2024 and 2023, respectively. The increase in operating expenses was mainly due to the higher professional fees.

~~Our~~During ~~total~~the ~~assets~~six asmonths ~~of March~~ended 31June 30, 2024 and 2023, the Company generated zero revenues, respectively. The operating expenses for the same periods were comprised of operating expenses of $017,097 and $11,359, respectively, resulting in net losses of $17,097 and $11,359 for the six months ended June 30, 2024 and 2023. Our operating expenses consisted of mainly professional fees for the six months ended June 30, 2024 and 2023, respectively. The increase in operating expenses was mainly due to the higher professional fees.

AsOur oftotal ~~March~~assets ~~31,~~as ~~2024,~~of ~~the~~June ~~Company had 3~~30,~~870,600~~ ~~shares~~2024 ofwere ~~common stock issued and outstanding~~$0.

As of June 30, 2024, the Company had 3,870,600 shares of common stock issued and outstanding.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2024, we had cash and cash equivalents of $0. The Company expects to obtain financing to meet our basic operating requirements for the next twelve months.

Operating Activities

For the ~~three~~six months ended ~~March~~June 3130, 2024, net cash ~~used~~ used in operating activities was $417,~~490~~495, compared to net cash used in operating activities of $612,~~000~~783 for the ~~three~~six months ended ~~March 31~~June 30, 2023. Such ~~decrease~~increase was primarily due to the higher professional fees~~’ payables~~.

Investing Activities

For the ~~three~~six months ended ~~March~~June 3130, 2024 and 2023, ~~net~~ net cash used in investing activities was $0 and $0, respectively.

Financing Activities

For the ~~three~~six months ended ~~March~~June 3130, 2024, net cash ~~provided~~ provided by financing activities was $417,~~490~~495, compared to the net cash provided by financing activities of $612,~~000~~783 for the ~~three~~six months ended ~~March 31~~June 30, 2023. Such ~~decrease~~increase was due to ~~less~~more funds advanced from our current sole officer and director, Mr. Zhou, for the Company's operating use.

Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Recent accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our Certifying Officer or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of ~~March~~June 3130, 2024. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~March~~June 3130, 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of ~~March~~June 3130, 2024, our disclosure controls and procedures were not effective: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties consistent with control objectives; and (iii) ineffective controls over period end financial disclosure and reporting processes. Because a material weakness in the Company’s internal controls over financial reporting existed as of ~~March~~June 3130, 2024 and has not been remediated, the Company’s disclosure controls and procedures were not effective as of ~~March~~June 3130, 2024.

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate, the following series of measures in connection with identifying an operating business to acquire and when funds are available to us:

1.	We plan to appoint one or more outside directors to our board of directors who would be appointed to an audit committee resulting in a fully functioning audit committee who will undertake oversight in the establishment and monitoring of required internal controls and procedures.

2.	We plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function.

3.	We plan to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close our books monthly on an accrual basis and account for all transactions, including equity and debt transactions.

We anticipate that we will, at least partially, begin to implement these initiatives in the current fiscal year.

This Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting and none is required.

Changes in Internal Control over Financial Reporting

As of the end of the period covered by this report, there were no changes in the internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.

Item 1A. Risk Factors.

We are a smaller reporting 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 as part of this report by reference:

Exhibit No.		Description
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

SIGNATURES

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

		GUOCHUN INTERNATIONAL INC.
		(Name of Registrant)
Date: May 28, 2024	By:	/s/ ZHOU XUAN
Date: May 13, 2025	By:	/s/ ZHOU XUAN
	Title:	Chief Executive Officer Director

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