HHEGF Huahui Education Group Ltd (PK)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F

 

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

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

 

For the Fiscal Year Ended December 31, 2023

 

OR

 

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

 

OR

 

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

 

Date of event requiring this shell company report ________

 

Commission file number: 333-213314

 

HUAHUI EDUCATION GROUP LIMITED

(Exact name of Registrant as specified in its charter)

 

Not Applicable

(Translation of Registrant’s name into English)

 

Cayman Islands

(Jurisdiction of incorporation or organization)

 

Room 901, 9^th Floor, Investment Bank Building,

115 Fuhua 1st Road, Futian District,

Shenzhen, Guangdoang Province, China 518000

(Address of principal executive offices)

 

Shufang Zeng, President

Tel: (86) 18126438481

Email: hheg@hh-edu.net

Room 901, 9^th Floor, Investment Bank Building

115 Fuhua 1 st Road, Futian District

Shenzhen, Guangdoang Province, China 518000

(Name, Telephone, email and/or fax number and address of Company Contact Person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act: None.

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

302,734,900 Ordinary Shares, $0.0001 par value, at December 31, 2023

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes ☐ No ☒

 

If the report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15D of the Securities Exchange Act of 1934. Yes ☐ No ☒

 

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, or an emerging growth company.

 

	Large Accelerated Filer ☐		Accelerated Filer ☐		Non-accelerated filer ☒
					Emerging Growth Company ☐

 

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

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP ☒

International Financial Reporting Standards as issued by the International Accounting Standards Board ☐

Other ☐

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:

 

Item 17 ☐ Item 18 ☐

 

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

 

Yes ☐ No ☒

 

 

 

TABLE OF CONTENTS

 

		Page
PART I
Item 1.	Identity of Directors, Senior Management and Advisors	4
Item 2.	Offer Statistics and Expected Timetable	4
Item 3.	Key Information	4
Item 4.	Information on the Company	27
Item 4A.	Unresolved Staff Comments	45
Item 5.	Operating and Financial Review and Prospects	45
Item 6.	Directors, Senior Management and Employees	51
Item 7.	Major Shareholders and Related Party Transactions	54
Item 8.	Financial Information	56
Item 9.	The Offer and Listing	56
Item 10.	Additional Information	56
Item 11.	Quantitative and Qualitative Disclosures about Market Risk	60
Item 12.	Description of Securities Other Than Equity Securities	60
PART II
Item 13.	Defaults, Dividend Arrearages and Delinquencies	61
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	61
Item 15.	Controls and Procedures	61
Item 16.	Reserved	62
Item 16A.	Audit Committee Financial Expert	62
Item 16B.	Code of Ethics	62
Item 16C.	Principal Accountant Fees and Services	62
Item 16D.	Exemptions from the Listing Standards for Audit Committees	62
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliates Purchasers	62
Item 16F.	Changes in Registrant’s Certifying Accountants	62
Item 16G.	Corporate Governance	62
Item 16H.	Mine Safety Disclosure	62
Item 16I	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	62
Item 16J	Insider Trading Policies	63
Item 16K	Cybersecurity	63
PART III
Item 17.	Financial Statements	64
Item 18.	Financial Statements	64
Item 19.	Exhibits	64
SIGNATURES		65

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements contained in this Annual Report on Form 20-F, other than historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. We intend for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Securities Act and the Exchange Act, as applicable by law. Such statements include, in particular, statements about our plans, strategies and prospects, and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “would,” “could,” “should,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. These forward-looking statements include, but are not limited to:

 

	●	our operations and business prospects;
	●	our business and operating strategies and our ability to implement such strategies;
	●	our ability to develop and manage our operations and business;
	●	competition for, among other things, capital, technology and skilled personnel;
	●	our ability to control costs;
	●	changes to regulatory and operating conditions in the industry and geographical markets in which we operate; and
	●	all other risks and uncertainties described in “Item 3.D. Key Information-Risk Factors.”

 

We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in “Item 3.D. Key Information-Risk Factors.” Those risks are not exhaustive. We operate in a rapidly evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements except as required under applicable law.

 

FINANCIAL STATEMENTS AND CURRENCY PRESENTATION

 

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America and publish our financial statements in United States Dollars.

 

REFERENCES

 

In this Annual Report, “China” and “PRC” refer to all parts of the People’s Republic of China other than the Special Administrative Region of Hong Kong. The terms “we,” “our,” “us,” and the “Company” refer to Huahui Education Group Limited, a holding company incorporated in the Cayman Islands with no material operations of its own. As a holding company with no material operations of our own, we conduct operations in China through our 13 subsidiaries as described below (collectively, the “Subsidiaries”). All of our Subsidiaries are organized under the laws of the PRC. References to “dollars,” “U.S. Dollars” or “US$” are to United States Dollars and “RMB” are to Chinese Renminbi.

 

 

PART I

 

Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

 

Not Applicable

 

Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE

 

Not Applicable

 

Item 3. KEY INFORMATION

 

We are a holding company incorporated in the Cayman Islands and have holding company subsidiaries in the Seychelle Islands and Hong Kong. All of our operations are controlled or conducted through indirect Subsidiaries in the People’s Republic of China (the “PRC” or “China”). Our corporate structure does not contain any variable interest entities. We are not a Chinese operating company and our structure involves unique risks to investors.

 

Zhongdehui (Shenzhen) Education Development Co., Limited (“ZDSE”) is engaged in professional management coaching, including researching, developing and applying methods for helping individuals to improve their personal and professional leadership skills and effectiveness.

 

Shenzhen Huahui Media Technology Co., Limited (“HMTC”) provides event planning and production services.

 

Huahui (Shenzhen) Education Management Co., Limited (“HEMC”) is focused on coaching, management solution consulting and event planning services.

 

Huahui Jinming (Shenzhen) Education Technology Co., Limited (“JMET”) is a management solution consulting services provider.

 

Shandong Yuli Big Data Technology Co. Limited (“SDLY”) is a human resource management consulting company.

 

Zhongdehui (Shenyang) Education Consulting Co., Ltd. (“ZSEC”) provides stage design, development and production services.

 

Shenzhen Jiarui Media Co., Ltd. (“SJMC”) provides stage design, development and production services.

 

Huahui (Huaian) Education Equipment Technology Co., Limited(“HHHA”) in the PRC on February 01 2024, and is an 100% owned subsidiary of HETC. Its main business scope includes the manufacturing of sports goods and equipment, the sales of dedicated instruments for teaching, the R&D and sales of intelligent robots, and the sales of AI hardware and stationery.

 

Another 5 Subsidiaries do not carry out any substantial business other than maintaining the corporate existence.

 

 

Corporate Structure

 

The following chart sets forth our corporate structure:

 

 

We were originally incorporated in Nevada under the name “Duonas Corp.” Effective February 26, 2019, we changed our domicile from Nevada to the Cayman Islands by merging into our wholly owned Cayman Islands subsidiary, Huahui Education Group Limited. As a result of the redomiciliation our name was changed to Huahui Education Group Limited. On July 3, 2019, we completed a share exchange with Huahui Group Stock Limited (“HGSL”), a Seychelles company limited by shares, and HGSL’s shareholders. As a result, HGSL became a wholly owned subsidiary of our company. Huahui Education Group Limited is the public company in which investors hold our Ordinary Shares and as a holding company does not conduct any of our operations. Our operations subsequent to July 3, 2019 consist of the operations of HGSL and its subsidiaries.

 

 

All of our subsidiaries, except for SDLY (an 80% owned subsidiary), are wholly-owned. A listing identifying the place of incorporation, type of legal entity and our ownership interest in each of the subsidiaries follows:

 

	●	HGSL was incorporated under the laws of the Republic of Seychelles on May 17, 2017 and became a wholly owned subsidiary of our company in July 2019 as a result of a share exchange described above.
	●	Huahui Group Co., Limited (“HGCL”) was formed under the laws of the Republic of Seychelles by HGSL on May 29,2017.
	●	Huahui Group (HK) Co., Limited (“HGHK”) was incorporated in Hong Kong by HGSL on January 4, 2017 as a limited liability holding company.
	●	HEMC was formed under the laws of the PRC by HGHK on March 28, 2017.
	●	Shenzhen Huahui Shangxing Education Consulting Co., Limited (“HSEC”) was formed under the laws of the PRC by HEMC on January 5, 2018. .
	●	ZDSE was formed under the laws of the PRC on January 19, 2016. HSEC currently owns 100% of the share of ZDSE.
	●	ZGEC was formed under the laws of the PRC by ZDSE on December 28, 2020.
	●	ZSEC was formed under the laws of the PRC by ZDSE on December 29, 2020.
	●	HMTC was formed under the laws of the PRC by HSEC , on August 25, 2020 and commenced operations in August 2020.
	●	SJMC was formed under the laws of the PRC by HHMT on June 4,2021 and commenced operations in 5 August,2021.
	●	JMET was formed under the laws of the PRC by HSEC on July 28, 2020 and commenced operations in June 2022.
	●	SDYL was formed under the laws of the PRC by HSEC on December 14, 2021and commenced operations in May 2022.
	●	Huahui Technology (HK) Co., Limited (“HTCL”), a Hong Kong corporation was formed in March 2020 by HGCL.
	●	Huahui (Shenzhen) Education Technology Co., Limited (“HETC”) was formed under the laws of the PRC by HTCL on July 8, 2020.
	●	HHHA was formed under the laws of the PRC on February 1, 2024 by HETC.
	●	Huahui (Nancheng) Education Equipment Technology Co., Limited(“HHNC”) was formed in the PRC on February 5, 2024 by HETC.

 

Significant Factors Relating to PRC Government Oversight of Our Operating Businesses.

 

Our company and its Subsidiaries face various risks and uncertainties related to doing business in the PRC. For example, we face risks associated with regulatory approvals on offshore offerings, antimonopoly regulatory actions, and oversight on cybersecurity and data privacy. These risks could result in a material adverse change in our operations and the value of our Ordinary Shares, significantly limit or completely hinder our ability to offer securities to investors, or adversely affect the value of such securities. For a detailed description of risks related to doing business in China, see “Item 3.D. Key Information-Risk Factors-Risks Related to Doing Business in China.”

 

Risks and uncertainties arising from the PRC legal system, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in the PRC, could result in a material adverse change in our operations and the value of our Ordinary Shares. For more details, see “Item 3.D. Key Information-Risk Factors-Risks Related to Doing Business in China-Uncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law and its implementation regulations and how it may impact the viability of our current corporate structure, corporate governance and business operations.”

 

 

Recent Regulatory Developments in China

 

The PRC government has recently indicated an intent to exert more oversight and control over securities offerings and other capital markets activities that are conducted outside of China and over foreign investment in China-based companies. Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China, including enforcement actions against illegal activities in the securities market, enhancing supervision over China-based companies listed outside of China using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, in July 2021, the relevant PRC government authorities made public the Opinions on Intensifying Crack-Down on Illegal Securities Activities (the “Securities Opinions”) which emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. In November 2021, the Cyberspace Administration of China (the “CAC”) deliberated and adopted the Measures for Cybersecurity Review (the “Cybersecurity Review Measures”) Art.7 of the “Cybersecurity Review Measures provides that “An online platform operator who have more than 1 million users’ personal information must report to the Cybersecurity Review Office for cybersecurity review when going public abroad.” On February 17, 2023, the CSRC released the Overseas Listing Trial Measures, and five relevant guidelines, which became effective on March 31, 2023, requiring the Chinese domestic companies’ overseas offerings and listings of equity securities be filed with the CSRC.

 

The Chinese government may further promulgate relevant laws, rules and regulations that may impose additional and significant obligations and liabilities on overseas listed PRC companies regarding data security, cross-border data flow, anti-monopoly and unfair competition, and compliance with China’s securities laws. It is uncertain whether or how these new laws, rules and regulations and the interpretation and implementation thereof may affect us, but among other things, our ability to obtain external financing through the issuance of equity securities in the United States, Hong Kong or other markets could be negatively affected, and as a result, the trading prices of our Ordinary Shares could significantly decline or become worthless. For a detailed description of risks related to our doing business in China, please see the section of this Annual Report titled “Item 3D. Risk Factors—Risks Related to Our Doing Business in the PRC.”

 

In light of such developments, the SEC has imposed enhanced disclosure requirements on China-based companies seeking to register securities with the SEC. Any future PRC, U.S. or other rules and regulations that place restrictions on capital raising or other activities by companies with extensive operations in China could adversely affect our business and results of operations. Any such action, once taken by the Chinese government, could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors, and could cause the value of our Ordinary Shares to significantly decline or become worthless. If the business environment in China deteriorates from the perspective of domestic or international investment, or if relations between China and the United States or other governments deteriorate, our business in China and United States may also be adversely affected. For more details, see “Item 3D. Risk Factors—Risks Related to Doing Business in China— Uncertainties with respect to the PRC legal system and the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us or result in a material adverse change to our subsidiaries’ business operations, and damage our and our subsidiaries’ reputation, which would materially and adversely affect our financial condition and results of operations and cause our Ordinary Shares to significantly decline in value or become worthless.”

 

The Holding Foreign Companies Accountable Act

 

In December 2021, the SEC adopted rules to implement the Holding Foreign Companies Accountable Act (the “HFCAA”). The HFCAA includes requirements for the SEC to identify issuers who file annual reports with audit reports issued by independent registered public accounting firms located in foreign jurisdictions that the Public Company Accounting Oversight Board (“PCAOB”) is unable to inspect or investigate completely because of a position taken by a non-U.S. authority in the accounting firm’s jurisdiction (“Commission-Identified Issuers”). The HFCAA also requires that, to the extent that the PCAOB has been unable to inspect an issuer’s independent registered public accounting firm for three consecutive years since 2021, the SEC shall prohibit the issuer’s securities registered in the United States from being traded on any national securities exchange or over-the-counter markets in the United States. In December 2022, the Accelerating Holding Foreign Companies Accountable Act amended the HFCAA to shorten the three-year period to two years.

 

 

In August 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission (the “CSRC”) and the Ministry of Finance of the PRC, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. PCAOB staff members conducted on-site inspections and investigations from September to November 2022, and in December 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and confirmed that until such time as the PCAOB issues any new determination, there are no Commission-Identified Issuers at risk of having their securities subject to a trading prohibition under the HFCAA.

 

Pan-China Singapore PAC (“Pan-China Singapore”), the independent registered public accounting firm that issued the audit report included in this Annual Report, is subject to PCAOB inspections. Pan-China Singapore is headquartered in Singapore and there are no limitations in Singapore on PCAOB inspections. Therefore, we believe that, as of the date of this Annual Report, we are not at risk of having our securities be subject to a trading prohibition under the HFCAA. If in the future the PCAOB is unable to conduct inspections of our auditors’ work papers in the PRC it would make it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections. As a result, our investors may be deprived of the benefits of the PCAOB’s oversight of our auditor through such inspections and they may lose confidence in our reported financial information and procedures and the quality of our financial statements.

 

Permissions Required from the PRC Government Authorities for Our Operations

 

Our operations in the PRC are governed by PRC laws and regulations. We are required to obtain various operating licenses and permits for our business operations in China; failure to comply with these requirements may materially adversely affect our business and results of operations.-”If we fail to obtain and maintain the licenses and approvals required for our businesses in China, our business, financial condition and results of operations may be materially and adversely affected”. We believe our PRC subsidiaries have obtained the requisite licenses and permits from the PRC government authorities for our business operations in China. Given the interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities are subject to changes, we may be required to obtain additional licenses, permits, filings or approvals for the services of our company in the future. For more detailed information, see “Item 3. Key Information-D. Risk Factors-Risks Related to Doing Business in China.

 

Failure to comply with governmental regulation and other legal obligations concerning privacy, data protection and cybersecurity may subject us to penalties, damage our reputation and brand, and may materially and adversely affect our business. As of the date of this annual report, we and our PRC subsidiaries have not been required to obtain permissions from or complete filings with the China Securities Regulatory Commission (the “CSRC”), have not been required to go through cybersecurity review by the Cyberspace Administration of China (the “CAC”), and have not received nor have been denied such requisite permissions by the CSRC or the CAC. On February 17, 2023, the CSRC promulgated the Circular of the People’s Republic of China on Administrative Arrangements for Filing of Overseas Offering and Listing of Domestic Enterprises, or the Circular of Overseas Listing and Offering, and the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies and five relevant guidelines, or the Overseas Listing Trial Measures. The Overseas Listing Trial Measures became effective on March 31, 2023. Pursuant to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. According to the Circular of Overseas Listing and Offering, issuers that have already been listed in an overseas market by March 31, 2023, are not required to make any immediate filing. However, under the Overseas Listing Trial Measures, such issuers will be required to complete certain filing procedures with the CSRC in connection with future securities offerings and listings outside of mainland China, including follow-on offerings, issuance of convertible bonds, offshore relisting after going-private transactions, and other equivalent offering activities. As our securities are not listed on an exchange, we are subject to this requirement.

 

 

However, the PRC government has recently indicated an intent to exert more oversight over offerings that are conducted overseas and/or foreign investment in China-based issuers like us and published a series of rules in this regard, the interpretation and implementation of most of which are subject to changes. Therefore, there are substantial uncertainties as to how PRC governmental authorities will regulate overseas listing in general in the future and whether we will be required to complete filing or obtain any specific regulatory approvals from the CSRC, CAC or any other PRC governmental authorities for our future offshore offerings. If we had inadvertently concluded that such approvals were not required, or if applicable laws, regulations or interpretations change in a way that requires us to obtain such approval in the future, we may be unable to obtain such necessary approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained. Any such circumstance could subject us to penalties, including fines, suspension of business and revocation of required licenses, significantly limit or completely hinder our ability to continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. See “Item 3. Key Information-D. Risk Factors-Risks Related to Doing Business in China-The PRC government’s oversight and discretion over our business operations could result in a material adverse change in our operations and the value of our ADSs and/or common shares.”

 

Cash Flows through Our Organization

 

We are a Cayman Islands holding company with no operations of our own. We conduct our operations in China through our subsidiaries. As a result, although other means are available for us to obtain financing at the holding company level, our ability to pay dividends to our Company’s shareholders and to service any debt we may incur will depend upon dividends paid by our PRC subsidiaries. If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to us. In addition, our PRC subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Further, our PRC subsidiaries are required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. For more details, see “Item 5. Operating and Financial Review and Prospects-B. Liquidity and Capital Resources-Holding Company Structure.”

 

Under PRC laws and regulations, our subsidiaries are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us. Remittance of dividends by a wholly foreign-owned enterprise out of China is also subject to examination by the banks designated by State Administration of Foreign Exchange, or SAFE. Furthermore, cash transfers from our PRC subsidiaries to entities outside of PRC are subject to PRC governmental control on currency conversion. As a result, the funds in our PRC subsidiaries may not be available to fund operations or for other use outside of China due to interventions in, or the imposition of restrictions and limitations on, the ability of our subsidiaries by the PRC government on such currency conversion. Although currently there are no equivalent or similar restrictions or limitations in Hong Kong on cash transfers in, or out of, our Hong Kong entities, if certain restrictions or limitations in China were to become applicable to cash transfers in and out of Hong Kong entities in the future, the funds in our Hong Kong entities, likewise, may not be available to fund operations or for other use outside of Hong Kong. For risks relating to the fund flows of our operations in China, see “Item 3. Key Information-D. Risk Factors-Risks Related to Doing Business in China-We may rely on dividends and other distributions on equity paid by our wholly-owned subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our subsidiaries or New Oriental China and its schools and subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business” and “Item 3. Key Information-D. Risk Factors-Risks Related to Doing Business in China-Governmental control of currency conversion may affect the value of your investment.”

 

Under PRC law, we may provide funding to our PRC subsidiaries only through capital contributions or loans, subject to satisfaction of applicable government registration. For the years ended December 31, 2021, 2022 and 2023, we received no payments from our subsidiaries. For the years ended December 31, 2021, 2022 and 2023, we did not provide any loans to our subsidiaries.

 

A. Reserved

 

B. Capitalization and Indebtedness

 

Not applicable

 

C. Reasons for the offer and use of proceeds.

 

Not applicable

 

 

D. Risk Factors

 

Investing in our Ordinary Shares involves a high degree of risk and uncertainty. You should carefully consider the risks and uncertainties described below before investing. Our business, prospects, financial condition and results of operations could be adversely affected due to any of the following risks. In that case, the value of our ordinary shares could decline, and you could lose all or part of your investment. These risk factors include, but are not limited to:

 

Risks Related to Our Business

 

●	There are doubts about our ability to continue as a going concern.
●	We have identified material weaknesses in our internal control over financial reporting. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our Shares.
●	We intend to expand our operations and enter into new business areas such as in intelligent devices for schools, where we have limited experience.
●	We have incurred net losses in the past, and we may not be able to maintain profitability in the future.
●	We have identified material weaknesses in our internal control over financial reporting.
●	If our strategy is successful, we envision a period of rapid growth that may impose a significant burden on our administrative and operational resources which, if not effectively managed, could impair our Subsidiaries’ growth.
●	We may not be able to raise the additional capital necessary to execute our expansion plans and our business strategies, which could result in the curtailment of the operations of our present and future subsidiaries.
●	We will be required to hire and retain skilled managerial, IT, sales and marketing and coaching personnel.
●	We may be sued or become a party to litigation, which could require significant management time and attention and result in significant legal expenses and may result in an unfavorable outcome, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
●	Our coaching and management consulting business depends on ZDSE’s brand recognition. If ZDSE is unable to maintain its reputation and enhance its brand recognition, our business and operating results may be materially and adversely affected.
●	Competition in our markets is intense
●	Our success depends on the continuing efforts of our senior management team and other key personnel and our business may be harmed if we lose their services.
●	We could incur additional liabilities and our reputation could be damaged if we do not protect client data or if our information systems are breached.
●	Our businesses are sensitive to general economic conditions.
●	Cybersecurity risks and the failure to maintain the integrity of data belonging to our company, employees and customers could expose us to data loss, litigation and liability, and our reputation could be significantly harmed.

 

 

●	Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business.
●	Our business is subject to risks arising from epidemic diseases, such as the recent COVID-19 outbreak.
●	There may be conflicts of interest between our management and our shareholders.
	We do not have any business insurance coverage in China.

 

Risks Related to Doing Business in the People’s Republic of China

 

●	Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.
●	Adverse changes in economic and political policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could adversely affect our business.
●	If for any reason we were to fail to meet the audit requirements of the HFCAA for two consecutive years, we may be prohibited from listing our securities on a national securities exchange, including Nasdaq, or on over-the-counter markets in the United States, which could adversely affect the market price of our Ordinary Shares and our ability to raise capital.
●	Because all of our operations are in China, our business is subject to the complex and rapidly evolving laws and regulations there.
●	The filing or other procedures with, the CSRC or other Chinese regulatory authorities may be required in connection with issuing our equity securities to foreign investors under Chinese law. We cannot predict whether we will be able, or how long it will take us, to complete such filing or other procedures. If we fail to complete a filing with the CSRC, our future offering application may be impacted and we may be subject to penalties, sanctions and fines imposed by the CSRC.
●	PRC regulations on loans and direct investments by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC subsidiaries and may prevent the use of our funds held in the PRC or Hong Kong or by a PRC or Hong Kong entity to fund our operations or for use outside of the PRC or Hong Kong.
●	The Chinese government may exert substantial influence over the manner in which our Subsidiaries conduct their business operations in China.
●	China’s economic policies could affect our Subsidiaries’ businesses.
●	Changes to PRC tax laws may subject us to greater taxes.
●	Chinese regulations relating to overseas investment by Chinese residents may restrict our overseas and cross-border investment activities and adversely affect the implementation of our strategy as well as our business and prospects.
●	We do not have any business insurance coverage in China.

 

 

Risks Related to Our Ordinary Shares

 

●	There is currently no trading market for our Ordinary Shares.
●	Enforcement actions by FINRA will make it difficult for investors to dispose of their Ordinary Shares as long as they remain an OTC security.
●	We may not be able to achieve secondary trading of our Ordinary Shares in certain states because our Ordinary Shares are not nationally traded, which could subject our shareholders to significant restrictions and costs.
●	Our Ordinary Shares are subject risks relating to low priced stocks
●	We do not intend to pay dividends.
●	Future sales of our securities, or the perception in the markets that these sales may occur, could depress our stock price.
●	The ability of our Board of Directors to issue preferred shares and adopt any anti-takeover provisions may depress the value of our Ordinary Shares.
●	We are controlled by Feier Co. Limited, whose interest may differ from those of the other shareholders.

 

Certain Legal Consequences of Foreign Incorporation and Operations

 

●	Our shareholders may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. federal courts may be limited because we are incorporated under Cayman Islands law, we conduct substantially all of our operations in China and all of our directors and officers reside outside the United States.
●	Our shareholders do not have the same protections or information generally available to shareholders of U.S. corporations because the reporting requirements for foreign private issuers are more limited than those applicable to public corporations organized in the United States.
●	Judgments against the Company and management may be difficult to obtain or enforce.

 

Risks Related to Our Business

 

There are doubts about our ability to continue as a going concern.

 

Our company’s independent auditors have raised doubts about our ability to continue as a going concern. There can be no assurance that sufficient funds that will be required during the next year or thereafter will be generated from operations or that funds will be available from external sources, such as securities, debt or equity financing or other potential sources. We intend to overcome the circumstances that impact our ability to remain a going concern through a combination of new sources of revenues, with interim cash flow deficiencies being addressed through additional financing. We anticipate raising additional funds through public or private financing, securities financing and/or strategic relationships or other arrangements in the near future to support our business operations; however, we may not have commitments from third parties for a sufficient amount of additional capital. We cannot be certain that any such financing will be available to us on acceptable terms, or at all, and our failure to raise capital when needed could limit our ability to continue our operations. Our ability to obtain additional funding will determine if we can continue as a going concern. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on our financial performance, results of operations and share price and require us to curtail or cease operations, sell off assets, seek protection from creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of our shares, and debt financing, if available, may have onerous terms. including restrictive covenants. Any additional financing could have a negative effect on our shareholders.

 

 

The limited operating histories of our Subsidiaries makes it difficult to evaluate their future prospects and results of operations.

 

Our Subsidiaries have limited operating histories. You should consider our Subsidiaries’ future prospects in light of the risks and uncertainties experienced by early-stage companies. Some of these risks and uncertainties relate to their ability to:

 

	●	offer products and services of sufficient quality to attract and retain a larger client base;
	●	attract additional clients and increase spending per client;
	●	increase awareness of their products and services and continue to develop client loyalty;
	●	respond to competitive market conditions;
	●	respond to changes in their regulatory environments;
	●	maintain effective control of their costs and expenses;
	●	raise sufficient capital to sustain and expand their businesses; and
	●	attract, retain and motivate qualified personnel.

 

If our Subsidiaries are unsuccessful in addressing any of these risks and uncertainties, our business may be materially and adversely affected.

 

We have incurred net losses in the past and we may not be able to maintain profitability in the future.

 

We have a history of losses and may not be able to achieve or sustain profitability in the future.

 

We have a history of incurring net losses and we may not achieve or maintain profitability in the future. We experienced net losses of $12669,$283,276 and $113,496 for the years ended December 31, 2023, December 31, 2022 and December 31, 2021, respectively. As of December 31, 2023, we had an accumulated deficit of $509,717.We cannot predict when or whether we will reach or maintain profitability. We expects our operating expenses to increase in the future as we continue to invest for our future growth, which may negatively affect our results of operations.

 

We have identified material weaknesses in our internal control over financial reporting. If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which would harm our business.

 

Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations. Ineffective internal control could also cause investors to lose confidence in our reported financial information, which could have a negative effect on our ability to initiate a trading market in our Ordinary Shares.

 

We have identified material weaknesses in our internal control over our financial reporting. As defined in Regulation 12b-2 under the Exchange Act, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented, or detected on a timely basis. Specifically, we determined that we had the following material weaknesses in our internal control over financial reporting: (i) we do not have a financial expert on U.S. GAAP in top management; (ii) we do not have an audit committee; and (iii) we do not have standard procedures for all accounting cycles. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions.

 

Even if we develop effective internal controls over financial reporting, such controls may become inadequate due to changes in conditions, or the degree of compliance with such policies or procedures may deteriorate, which could result in the discovery of additional material weaknesses and deficiencies. In any event, the process of determining whether our existing internal control over financial reporting is compliant with Section 404 of the Sarbanes-Oxley Act (“Section 404”) and is sufficiently effective requires the investment of substantial time and resources by our senior management. As a result, this process may divert internal resources and take a significant amount of time and effort to complete. In addition, we cannot predict the outcome of this process and whether we will need to implement remedial actions in order to establish effective controls over financial reporting. The determination of whether or not our internal controls are sufficient, and any remedial actions required could result in us incurring additional costs that we did not anticipate, including the hiring of additional outside consultants. We may also fail to timely complete our evaluation, testing and any remediation required to comply with Section 404.

 

 

We are required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. However, for as long as we are a “smaller reporting company,” our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404. While we could be a smaller reporting company for an indefinite amount of time, and thus relieved of the above-mentioned attestation requirement, an independent assessment of the effectiveness of our internal control over financial reporting could detect problems that our management’s assessment might not. Such undetected material weaknesses in our internal control over financial reporting could lead to financial statement restatements and require us to incur the expense of remediation.

 

We intend to expand our operations and enter into new business areas including intelligent devices  for schools, smart teaching solutions, where we have limited experience. We will likely face competition from entities more familiar with those businesses, and our efforts may not succeed.

 

We intend to expand our operations and enter into new business areas where we do not have any experience or have limited experience including, engaging in trading in precise instruments such as sensors attached to surveillance cameras, education equipment and smart teaching solutions such as AI analysis of student behaviors. These areas are new to our personnel, and we cannot be assured that the markets for these services will develop or that we will be able to compete effectively or will generate significant revenues in these new areas. Competitors operating in these potential new business areas may have substantially greater financial and other resources and more experience in these business areas. There can be no assurances that if we enter into any of the new business areas, the market will accept our offerings, or that such offerings will generate significant revenues for us.

 

If our strategy is successful, we envision a period of rapid growth that may impose a significant burden on our administrative and operational resources which, if not effectively managed, could impair our Subsidiaries’ growth.

 

If our strategy succeeds, we envision a period of rapid growth that may impose a significant burden on our administrative and operational resources. The growth of our Subsidiaries’ businesses will require significant investments of capital and management’s close attention. Our ability to effectively manage our Subsidiaries’ growth will require us to substantially expand the capabilities of our administrative and operational resources and to attract, train, manage and retain qualified management, IT, sales and marketing, coaching and other personnel; we may be unable to do so. In addition, our failure to successfully manage our Subsidiaries’ growth could result in their sales not increasing commensurately with capital investments. If we are unable to successfully manage our Subsidiaries’ growth, we may be unable to achieve our goals.

 

We may not be able to raise the additional capital necessary to execute our expansion plans and business strategies, which could result in the curtailment of the operations of our current and future subsidiaries.

 

We will need to raise additional funds to fully fund our expansion plans and the growth of our existing operations. We have no current arrangements with respect to sources of additional financing and the needed additional financing may not be available on commercially reasonable terms, on a timely basis or at all. The inability to obtain additional financing when needed would have a negative effect on us, including possibly requiring us to curtail our Subsidiaries’ operations. If any future financing involves the sale of equity securities, the Shares held by our shareholders could be substantially diluted. If we borrow money or issue debt securities, we will be subject to the risks associated with indebtedness, including the risk that interest rates may fluctuate and the possibility that we may not be able to pay principal and interest on the indebtedness when due. Insufficient funds would prevent us from implementing our and our Subsidiaries’ business plans and would require us to delay, scale back or eliminate certain of their operations.

 

 

We will be required to hire and retain skilled managerial, IT, sales and marketing and coaching personnel.

 

Our continued success depends in large part on our ability to attract, train, motivate and retain qualified management, IT, sales and marketing and coaching personnel. Any failure to attract and retain the required managerial, technical, sales and coaching personnel that are integral to our Subsidiaries’ business may have a negative impact on our operations, which would have a negative impact on revenues. There can be no assurance that we will be able to attract and retain skilled persons and the loss of skilled coaches or managerial, technical or sales personnel would adversely affect us.

 

We are currently dependent on our primary Subsidiaries for our revenue.

 

Although we currently have a total of 17 subsidiaries, we are essentially dependent on ZDSE, HHMT, SDLY and HEMC for our revenue For the year ended December 31, 2023, the Company derived approximately 29.6% of its revenue from ZDSE, 40.2% from HHMT, 13.3% from SDYL, 9.6% from HEMC and the remaining 7.3% from JEMT Accordingly, our financial condition and results of operations are, and will continue to be, directly tied to those of our Subsidiaries unless and until our other subsidiaries commence generating significant revenue. There can be no assurance that any of our subsidiaries will generate net income at any future time.

 

We may be sued or become a party to litigation, which could require significant management time and attention and result in significant legal expenses and may result in an unfavorable outcome, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

 

We may be subject to lawsuits from time to time arising in the ordinary course of our business. The expense of defending ourselves against such litigation may be significant. The amount of time to resolve these lawsuits is unpredictable and defending ourselves may divert management’s attention from the day-to-day operations of our business, which could adversely affect our business, results of operations and cash flows. In addition, an unfavorable outcome in such litigation could have a material adverse effect on our business, results of operations and cash flows.

 

Our coaching and management consulting business depends on our Company’s brand recognition. If our Company is unable to maintain its reputation and enhance its brand recognition, our business and operating results may be materially and adversely affected.

 

Our Company’s track record in providing quality coaching services will determine whether our Company becomes recognized as a leading brand in the industry. We believe that market recognition of our Company’s brand is a key factor to ensuring our future success. As our Company continues to grow in size and broaden the scope of its programs and services, it may become increasingly difficult to maintain the quality and consistency of the services it offers, which may negatively impact its brand and the popularity of its products and services. If our Company fails to maintain and increase its client base our revenues may decline, and we may not be able to attain profitability.

 

The success of our Company’s business depends largely on the number of its clients. Therefore, our Company’s ability to continue to attract new clients and to retain existing clients is critical to its continued success and growth. our Company’s client enrollment is affected by several factors, including its ability to develop new program materials and improve existing modules, expand its geographic reach, manage its growth while maintaining consistent and high coaching and service quality, effectively market and precisely target its services to a broader base of prospective clients and respond effectively to competition. If our Company is unable to continue to attract a sufficient number of new clients or to retain existing clients, its revenues may decline and it may not be able to sustain profitability, either of which could have a material adverse effect on our business, financial condition and results of operations.

 

Our success depends on the continuing efforts of our senior management team and other key personnel and our business may be harmed if we lose their services.

 

Our success depends in part on the continued application of services, efforts and motivation of our senior management team and key personnel. If one or more of our senior management members or key personnel are unable to continue in their present positions, we may not be able to find replacements successfully, and our business may be disrupted. We will need to continue to hire additional personnel as our business grows. A shortage in the supply of personnel with the requisite skills could negatively impact our ability to manage our existing products and services, launch new products and expand our operations. There is competition for experienced personnel in the executive coaching industry and key personnel could leave us to join our competitors. Losing the services of our experienced personnel may be disruptive to and cause uncertainty for our business, which may have a material adverse effect on our business, financial condition and results of operations.

 

 

We could incur additional liabilities or our reputation could be damaged if we do not protect client data or if our information systems are breached.

 

We are dependent on information technology networks and systems to process, transmit and store electronic information and to communicate between our locations around China and with our clients. Security breaches of this infrastructure could lead to shutdowns or disruptions of our systems and potential unauthorized disclosure of confidential information. We are also required at times to manage, utilize and store sensitive or confidential client or employee data. As a result, we are subject to laws and regulations designed to protect this information. If any person, including any of our employees, mismanages or misappropriates such data, we could be subject to monetary damages, fines and/or criminal prosecution. Unauthorized disclosure of sensitive or confidential client or employee data, whether through systems failure, employee negligence, fraud or misappropriation could damage our reputation and cause us to lose clients.

 

Legal requirements relating to the collection, storage, handling, and transfer of personal data continue to evolve. China’s Cybersecurity Law (“CSL”), which came into effect in June 2017, regulates how organizations should protect digital information and outlines measures to safeguard Internet systems, products and services against cyberattacks. The CSL was supplemented in May 2018 with the Personal Information Security Specification, which was amended and strengthened in February 2019. Although these amendments attempt to ease the compliance burden placed on businesses, the laws could impose significant limitations, require changes to our business or restrict our use or storage of personal information, which may increase our compliance expenses and make our business more costly or less efficient to conduct.

 

Breaches of network or information technology security, natural disasters or terrorist attacks could have an adverse effect on our business.

 

Cyber-attacks or other breaches of network or IT security or natural disasters may cause equipment failures or disrupt our systems and operations. We may be subject to attempts to breach the security of our networks and IT infrastructure through cyber-attack, malware, computer viruses and other means of unauthorized access, which could also impact the operation of our products and services. Our inability to operate our facilities as a result of such events, even for a limited period of time, may result in significant expenses. In addition, a failure to protect the privacy of customer and employee confidential data against breaches of network or IT security could result in damage to our reputation. To date, our networks and IT infrastructure have not been the subject of any cyber-attacks. However, we cannot assure that we will not be the subject of such attacks in the future or that we will be able to react in a timely manner in the future, or that our remediation efforts following future attacks will be successful. Consequently, our financial performance and results of operations would be materially adversely affected.

 

Our Subsidiaries’ businesses are sensitive to general economic conditions.

 

Our Subsidiaries’ businesses may be negatively affected by a downturn in general economic conditions and rising labor and material costs in China. Furthermore, a serious and/or prolonged economic downturn combined with a negative or uncertain political climate could adversely affect their clients’ financial condition and the amount they are able to spend for such services. These conditions may reduce the demand for our Subsidiaries’ services or depress the pricing of those services and have an adverse impact on our results of operations. Changes in global economic conditions may also shift demand to services for which we do not have competitive advantages, and this could negatively affect the amount of business that we are able to obtain. Such economic, political and client spending conditions are influenced by a wide range of factors that are beyond our control and that we have no comparative advantage in forecasting. If we are unable to successfully anticipate these changing conditions, we may be unable to effectively plan for and respond to those changes, and our business and results of operations would be materially adversely affected.

 

 

Our business is subject to risks arising from epidemic diseases, such as the recent COVID-19 outbreak.

 

In December 2019, a novel strain of coronavirus (“COVID-19”) was reported in Wuhan, China. On March 11, 2020, the World Health Organization categorized it as a pandemic. To reduce the spread of COVID-19, the Chinese government has employed measures including city lockdowns, quarantines, travel restrictions, suspension of business activities and school closures.

 

Our Subsidiaries are located in China, as are all of their employees and customers. Our business has been and may continue to be adversely impacted by the COVID-19 outbreak. To reduce the spread of COVID-19, the Chinese government employed measures including city lockdowns, quarantines, travel restrictions, suspension of business activities and school closures. Due to the outbreak, ZDSE (our primary operating subsidiary) had to temporarily suspend offline teaching and conduct all of its coaching and student support activities online. As a result of the epidemic, ZDSE’s revenues in 2020 fell by 48% compared to 2019, its revenues in 2021 fell by 52% compared to 2019. In addition, lockdown measures and travel restrictions impeded ZDSE’s ability to expand its coaching network. We resumed routine operations on June 1, 2020; however, due to recurrences of the coronavirus in China, ZDSE’s revenues in 2022 were 67% below its revenue for the fiscal year ended December 31, 2019.

 

Our business, results of operations, financial condition and prospects could be materially adversely affected to the extent that COVID-19 persists in China or harms the Chinese and global economies in general. The Company will continue to pay close attention to the development of the coronavirus epidemic situation and evaluate and actively respond to other possible impacts on the Company’s financial situation and operating results. We may also experience negative effects from future public health crises beyond our control. These events are impossible to forecast, their negative effects may be difficult to mitigate against and they could adversely affect our business, financial condition and results of operations.

 

There may be conflicts of interest between our management and our shareholders.

 

Conflicts of interest may create the risk that our officers and directors may have an incentive to act adversely to the interests of the Company. A conflict of interest may arise between our officers and directors’ personal pecuniary interests and their fiduciary duty to our shareholders.

 

Risks Related to Doing Business in the People’s Republic of China

 

Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.

 

Substantially all of our assets and operations are located in the PRC. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in the PRC generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, development, growth rate, regulation on foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in the PRC is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant influence over the PRC’s economic growth through allocating resources, regulating payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

 

While the Chinese economy has experienced significant growth over past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in the PRC, in the policies of the Chinese government or in the laws and regulations in the PRC could have a material adverse effect on the overall economic growth of the PRC. Such developments could adversely affect our business and operating results, lead to a reduction in demand for our services and adversely affect our competitive position. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government regulation on capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustment, to adjust the pace of economic growth. These measures may cause decreased economic activity in the PRC, which may adversely affect our business and operating results.

 

 

Adverse changes in economic and political policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could adversely affect our business.

 

Recent statements by the PRC government have indicated an intent to exert more oversight and regulation over offerings that are conducted overseas and/or foreign investments in China-based issuers. The PRC government recently initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement.

 

Currently, these statements and regulatory actions have had no impact on our daily business operations. However, since these statements and regulatory actions are new, it is highly uncertain how the legislative or administrative regulation making bodies will further respond and what existing or new laws or regulations or detailed implementations and interpretations will be further modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operations, the ability to accept foreign investments and list our securities on a U.S., Hong Kong, or other stock exchanges. There are still substantial uncertainties as to how PRC governmental authorities will regulate overseas listing in practice and whether we are required to obtain any specific regulatory approvals from the CSRC, CAC or any other PRC governmental authorities for our offshore offerings. If the CSRC, CAC or other regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for our future offshore offerings, we may be unable to obtain such approvals in a timely manner, or at all, and such approvals may be rescinded even if obtained. Any such circumstance could significantly limit or completely hinder our ability to continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. In addition, implementation of industry-wide regulations directly targeting our operations could cause the value of our securities to significantly decline. Therefore, investors of our company face potential uncertainty from actions taken by the PRC government affecting our business.

 

All of our business operations are currently conducted in the PRC, under the jurisdiction of the PRC government. Accordingly, our results of operations, financial condition and prospects are subject to a significant degree to economic, political and legal developments in China. China’s economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, and regulation on foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past 20 years, growth has been uneven across different regions and among various economic sectors of China. The PRC government has implemented various measures to encourage economic development and guide the allocation of resources.

 

If for any reason we were to fail to meet the audit requirements of the HFCAA for two consecutive years, we may be prohibited from listing our securities on a national securities exchange or on over-the-counter markets in the United States, which could adversely affect the market price of our Ordinary Shares and our ability to raise capital.

 

In recent years, the U.S. Congress and regulatory authorities have expressed concerns about challenges in their oversight of financial statement audits of U.S.-listed companies with significant operations in mainland China and with auditors located in mainland China. For example, PCAOB inspections of auditors located in mainland China and Hong Kong have at times identified deficiencies in those auditors’ audit procedures and quality control procedures, and limitations on the ability of the PCAOB to inspect or investigate auditors in mainland China or Hong Kong could deprive investors of the benefits of PCAOB inspections, which could adversely affect the ability of companies using such auditors to access U.S. capital markets.

 

As part of the continued focus on access to audit and other information for companies with substantial operations in China, in December 2020, the United States enacted the HFCAA, which requires the SEC to identify issuers that have filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined it is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction (a “Commission-Identified Issuer”). Under the HFCAA, as amended in December 2022, if the SEC conclusively identifies an issuer as a Commission-Identified Issuer for two consecutive years, the SEC is required to prohibit the trading of the issuer’s securities on a national securities exchange or through any other method that is within the jurisdiction of the SEC to regulate, including over-the-counter markets in the United States.

 

 

In 2021, the PCAOB issued a Determination Report, which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong because of positions taken by Chinese authorities in those jurisdictions. In December 2022, the PCAOB vacated its determination that it was unable to inspect and investigate PCAOB-registered public accounting firms in mainland China. As a result, until such time as the PCAOB issues a new determination, the SEC has determined that there are no issuers currently at risk of having their securities subject to a trading prohibition under the HFCAA. Although we are not currently at risk of delisting pursuant to the HFCAA, if the PCAOB were to issue a new determination regarding limitations on its ability to inspect or investigate our independent auditor and we were to fail to meet the audit requirements of the HFCAA for two consecutive years, our securities may be prohibited from trading on a national securities exchange or over-the-counter market in the United States, and this could result in our Common Stock being delisted from Nasdaq. Delisting of our Common Stock would force holders to sell their shares of our Common Stock. The foregoing could adversely affect the market price of our Common Stock and our ability to raise capital. The market price of our Common Stock could be adversely affected as a result of anticipated negative impacts of such legislative or executive actions upon, as well as negative investor sentiment toward, companies with significant operations in mainland China and Hong Kong that are listed in the United States, regardless of whether such actions are implemented and regardless of our actual operating performance.

 

Pan-China Singapore, the independent registered public accounting firm that issued the audit report included in this Annual Report, is subject to PCAOB inspections. Pan-China Singapore is headquartered in Singapore and there are no limitations in Singapore on PCAOB inspections. Therefore, we believe that, as of the date of this Annual Report, our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021 relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in the PRC or Hong Kong because of a position taken by one or more authorities in the PRC or Hong Kong. However, to the extent that our auditor’s work papers may, in the future, become located in China, such work papers will not be subject to inspection by the PCAOB because the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities. Inspections of certain other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of the PCAOB to conduct inspections of our auditors’ work papers in China would make it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections. As a result, our investors may be deprived of the benefits of the PCAOB’s oversight of our auditor through such inspections and they may lose confidence in our reported financial information and procedures and the quality of our financial statements. We cannot assure you whether other regulatory authorities will apply additional or more stringent criteria to us.

 

Because all of our operations are in China, our business is subject to the complex and rapidly evolving laws and regulations there. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our Ordinary Shares.

 

As a business operating in China, we are subject to the laws and regulations of the PRC, which can be complex and evolve rapidly. The PRC government has the power to exercise significant oversight and discretion over the conduct of our business, and the regulations to which we are subject may change rapidly and with little notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may: (i) delay or impede our development; (ii) result in negative publicity or increase our operating costs; (iii) require significant management time and attention; and (iv) subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations.

 

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we conduct our Operating Subsidiary’s business and could require us to change certain aspects of its business to ensure compliance, which could decrease demand for its products, reduce revenues, increase costs, require our Operating Subsidiary to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease the value of our Ordinary Shares.

 

 

On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”) and relevant supporting guidelines (collectively, the “New Administrative Rules Regarding Overseas Listings”), which came into force on March 31, 2023. According to the New Administrative Rules Regarding Overseas Listings, among other things, a domestic company in the PRC that seeks to offer and list securities in overseas markets must fulfill the filing procedure with the CSRC pursuant to the requirements of the Trial Administrative Measures. Initial public offerings or listings in overseas markets must file with the CSRC within three (3) working days after the relevant application is submitted overseas. If an issuer offers securities in the same overseas market where it has previously offered and listed securities subsequently, filings have to be made with the CSRC within three (3) working days after the offering is completed. Upon occurrence of any material event, such as change of control, investigations or sanctions imposed by an overseas securities regulatory agency or other relevant competent authority, change of listing status or transfer of listing segment, or voluntary or mandatory delisting, after an issuer has offered and listed securities in an overseas market, the issuer must submit a report thereof to CSRC within three (3) working days after the occurrence and public disclosure of such event. On February 24, 2023, the CSRC promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Confidentiality and Archives Administration Provisions”), which also became effective on March 31, 2023. The Confidentiality and Archives Administration Provisions set out rules, requirements and procedures relating to provision of documents, materials and accounting archives for securities companies, securities service providers, overseas regulators and other entities and individuals in connection with overseas offering and listing, including without limitation to, domestic companies that carry out overseas offering and listing (either in direct or indirect means) and the securities companies and securities service providers (either incorporated domestically or overseas) that undertake relevant businesses shall not leak any state secret and working secret of government agencies, or harm national security and public interest, and a domestic company shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level, if it plans to, either directly or through its overseas listed entity, publicly disclose or provide any documents and materials that contain state secrets or working secrets of government agencies. Any failure by us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares or our other securities, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause our Ordinary Shares or such other securities to significantly decline in value or become worthless.

 

PRC regulations on loans and direct investments by offshore holding companies to PRC entities may delay or prevent us from making loans or additional capital contributions to our PRC subsidiaries and may prevent the use of our funds held in the PRC or Hong Kong or by a PRC or Hong Kong entity to fund our operations or for use outside of the PRC or Hong Kong.

 

As an offshore holding company of our PRC subsidiaries, we may make loans to our PRC subsidiaries, or we may make additional capital contributions to our PRC subsidiaries. Such loans and capital contributions to our PRC subsidiaries are subject to PRC regulations and approvals. For example, loans by us to our PRC subsidiaries cannot exceed statutory limits and must be registered with SAFE or its local branch. Information about capital contributions to our PRC subsidiaries must be filed with the PRC Ministry of Commerce or its local counterpart. In addition, the PRC government also restricts the convertibility of foreign currencies into Renminbi and use of the proceeds. On March 30, 2015, SAFE promulgated Circular 19, which took effect and replaced certain previous SAFE regulations from June 1, 2015. SAFE further promulgated Circular 16, effective on June 9, 2016, which, among other things, amend certain provisions of Circular 19. According to SAFE Circular 19 and SAFE Circular 16, the flow and use of the Renminbi capital converted from foreign currency denominated registered capital of a foreign-invested company is regulated such that Renminbi capital may not be used for business beyond its business scope or to provide loans to persons other than affiliates unless otherwise permitted under its business scope. On October 23, 2019, SAFE promulgated Circular 28, which stipulates that non-investment foreign-funded enterprises are allowed to make domestic equity investment with their capital funds on the premise that the Negative List is not violated and the projects invested thereby in China are true and compliant. Violations of the applicable circulars and rules may result in severe penalties, including substantial fines as set forth in the Foreign Exchange Administration Regulations. The Circular Regarding Further Optimizing the Cross-border RMB Policy to Support the Stabilization of Foreign Trade and Foreign Investment jointly promulgated by the PBOC, NDRC, the Ministry of Commerce, the State-owned Assets Supervision and Administration Commission of the State Council, the China Banking and Insurance Regulatory Commission and SAFE on December 31, 2020 and effective on February 4, 2021 allows the non-investment foreign-invested enterprises to make domestic reinvestment with RMB capital in accordance with the law on the premise that they comply with prevailing regulations and the invested projects in China are authentic and compliant. In addition, if a foreign-invested enterprise uses RMB income under capital accounts to conduct domestic reinvestment, the invested enterprise is not required to open a special deposit account for RMB capital.

 

 

Due to interventions or the imposition of transfer restrictions by the PRC government, funds or assets located in the PRC or Hong Kong or held by a PRC or Hong Kong entity, may not be available to us to fund operations or for other use outside of the PRC or Hong Kong.

 

The applicable foreign exchange circulars and rules may significantly limit our ability to convert, transfer and use the net proceeds from public or private financings of equity or convertible notes or any offering of any equity securities in China, which may adversely affect our business, financial condition and results of operations. As the foreign exchange related regulatory regime and practice are complex and still evolving and involve many uncertainties, we cannot assure you that we have complied or will be able to comply with all applicable foreign exchange circulars and rules, or that we will be able to complete the necessary government registrations or filings on a timely basis, if at all, with respect to future loans by us to our PRC subsidiaries or with respect to future capital contributions by us to our PRC subsidiaries. If we fail to complete such registrations or filings, our ability to contribute additional capital to fund our PRC operations may be negatively affected, which could adversely and materially affect our liquidity and our ability to fund and expand our business.

 

The Chinese government may exert substantial influence over the manner in which our Subsidiaries conduct their business operations in China.

 

The Chinese government has exercised, and continues to exercise, substantial influence on virtually every sector of the Chinese economy through regulation and state ownership. Our Subsidiaries’ ability to conduct their operations in China may be harmed by changes in its laws and regulations, including those relating to regulation of the coaching, business planning and event planning and production industries, taxation and other matters. We believe that our Subsidiaries’ operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which our Subsidiaries’ operate may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on their part to ensure compliance with such regulations or interpretations. Accordingly, government actions in the future could have a significant effect on us and our business.

 

China’s economic policies could affect our businesses.

 

Substantially all of our assets are located in China and all of our revenue is derived from our Subsidiaries’ operations in China. Accordingly, our results of operations and prospects are subject, to a significant extent, to economic, political and legal developments in China.

 

While China’s economy has experienced significant growth over the past decades, growth has been irregular, both geographically and among various sectors of the economy, and the rate of growth has been slowing since 2012. Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect our Subsidiaries’ business and operating results, lead to reduction in demand for their services and adversely affect their competitive positions. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall economy of China but may also have a negative effect on us. For example, our operating results and financial condition may be adversely affected by government regulation on capital investments or changes in tax regulations.

 

 

The economy of China has been transitioning from a planned economy to a more market-oriented economy. In recent years the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform and the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises; however, a substantial portion of productive assets in China are still owned by the Chinese government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. It also exercises significant regulation on China’s economic growth through the allocation of resources, regulating payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.

 

In accordance with the relevant laws and regulations in the PRC, our Subsidiaries are required to maintain various approvals, licenses and permits to operate their businesses, including but not limited to, business licenses. These approvals, licenses and permits are obtained upon satisfactory compliance with, among other things, the applicable laws and regulations. As of the date of this Annual Report, our Subsidiaries have received all necessary governmental approvals for operations in the PRC and have not been denied any such approvals. For further discussion, including the possible consequences for non-compliance, see “Regulations in China Applicable to our Business.”

 

It may be difficult for overseas regulators to conduct investigation or collect evidence within China.

 

Shareholder claims or regulatory investigations that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of a mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by our shareholders in protecting their interests.

 

There are uncertainties regarding the interpretation and enforcement of Chinese laws, rules and regulations.

 

All of our operations are conducted in China through our Chinese subsidiaries. Our Chinese subsidiaries are subject to laws, rules and regulations applicable to foreign investment in China. The Chinese legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value.

 

Furthermore, China’s legal system is still developing. The laws, rules and regulations are subject to interpretation and enforcement by PRC regulatory agencies and courts. In particular, on account of the relatively new implementation of certain laws, rules and regulations, the non-precedential nature of court decisions, and the discretion such laws, rules and regulations give to the relevant regulator in enforcement, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent. In addition, the legal system is based in part on government policies and rules which may quickly be amended from time to time. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation.

 

 

It may be difficult for overseas regulators to conduct investigations or collect evidence within China. In China, there are legal and other obstacles to providing information needed for regulatory investigations or litigations initiated outside China. According to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the PRC territory, which may increase the difficulties you face in protecting your interests. According to the Revised Confidentiality and Archives Administration Provisions, where overseas securities regulators or relevant competent authorities request to inspect, investigate or collect evidence from Chinese domestic companies concerning their overseas offering and listing or their securities firms and securities service providers that undertake securities business for such Chinese domestic companies, such inspection, investigation and evidence collection must be conducted under the cross-border regulatory cooperation mechanism, and the CSRC or competent authorities of the Chinese government will provide necessary assistance pursuant to bilateral and multilateral cooperation mechanism. Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of a mutual and practical cooperation mechanism.

 

Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since administrative and court authorities have discretion in interpreting and implementing statutory and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection. These uncertainties may impede our ability to enforce the contracts we have entered and could materially and adversely affect our business, financial condition and results of operations.

 

In addition, the PRC government has announced its plans to enhance its regulatory oversight of China-based companies listed overseas and cross-border law enforcement cooperation. There are uncertainties with respect to the interpretation and implementation of the Securities Opinions and the Overseas Listing Trial Measures. The PRC government may promulgate relevant laws, rules and regulations to impose additional obligations and liabilities on overseas listed China-based companies regarding data security, cross-border data flow, and compliance with China’s securities laws. As a company with operations in China and stock listings in and outside of China, it is uncertain whether or how these laws, rules and regulations and their interpretation and implementation may affect us. However, among other things, our ability to obtain external financing through the issuance of equity securities overseas could be adversely affected if restrictions on overseas fundraising are imposed on companies like us.

 

Service and enforcement of legal process on us and our directors and officers may be difficult to obtain.

 

We are a holding company, and all of our assets are located in the PRC. In addition, our directors and officers are non-residents of the United States, and all or a substantial portion of the assets of these non-residents are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon these non-residents, or to enforce against them judgments obtained in United States courts, including judgments based upon the civil liability provisions of the securities laws of the United States or any state.

 

There is uncertainty as to whether courts of the PRC would enforce:

 

	●	Judgments of United States courts obtained against us or these non-residents based on the civil liability provisions of the securities laws of the United States or any state; or
	●	In original actions brought in the PRC, liabilities against us or non-residents predicated upon the securities laws of the United States or any state.

 

Enforcement of a foreign judgment in the PRC also may be limited or otherwise affected by applicable bankruptcy, insolvency, liquidation, arrangement, moratorium or similar laws relating to or affecting creditors’ rights generally and will be subject to a statutory limitation of time within which proceedings may be brought.

 

Changes to PRC tax laws may subject us to greater taxes.

 

We base our tax position upon the anticipated nature and conduct of our business and upon our understanding of the tax laws of the various administrative regions and countries in which we have assets or conduct activities. However, our tax position is subject to review and possible challenge by taxing authorities and to possible changes in law, which may have retroactive effect. We cannot determine in advance the extent to which some jurisdictions may require us to pay taxes or make payments in lieu of taxes.

 

 

Chinese regulations relating to overseas investment by Chinese residents may restrict our overseas and cross-border investment activities and adversely affect the implementation of our strategy as well as our business and prospects.

 

On July 4, 2014, the State Administration of Foreign Exchange of China, or SAFE, issued the Circular on the Administration of Foreign Exchange Issues Related to Overseas Investment, Financing and Roundtrip Investment by Domestic Residents through Offshore Special Purpose Vehicles, or the SAFE Circular 37, which replaced the former circular commonly known as “SAFE Circular 75” promulgated on October 21, 2005. The SAFE Circular 37 requires Chinese residents to register with the competent local SAFE branch in connection with their direct establishment or indirect control of an offshore special purpose vehicle, for the purpose of overseas investment and financing, with such Chinese residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests. The SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as any change of basic information (including change of the Chinese residents, name and operation term), increase or decrease of capital contribution by Chinese individuals, share transfer or exchange, merger, division or other material event. In the event that a Chinese shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the Chinese subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its Chinese subsidiary. Moreover, failure to comply with the various SAFE registration requirements described above could result in liability under Chinese law for evasion of foreign exchange controls.

 

The failure of our Chinese beneficial owners to comply with the registration procedures set forth in the SAFE Circular 37 may subject such beneficial owners and our Chinese subsidiaries to fines and legal sanctions. Such failure may also result in restrictions on our Chinese subsidiaries’ ability to distribute profits to us or our ability to inject capital into our Chinese subsidiaries or otherwise materially adversely affect our business, financial condition and results of operations.

 

We do not have any business insurance coverage in China.

 

The insurance industry in China is still developing, and insurance companies in China currently offer limited business-related insurance products. We do not have any business liability or disruption insurance to cover our operations in China. We have determined that the costs of insuring for these risks and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. Any uninsured risks may result in substantial costs and the diversion of resources, which could adversely affect our results of operations and financial condition.

 

Risks Related to Our Ordinary Shares

 

There is currently no trading market for our Ordinary Shares.

 

There currently is no trading market for our Ordinary Shares and our outstanding shares cannot be offered, sold, pledged or otherwise transferred unless registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations in the United States. These restrictions will limit the ability of our shareholders to liquidate their investment.

 

We cannot assure you that our Ordinary Shares will be admitted to quotation on a securities exchange, or that, if the Ordinary Shares are admitted to quotation, a regular public market will ever develop. Furthermore, even if your Ordinary Shares are registered under the Securities Act, you will likely not be able to sell your securities if a regular trading market for our securities does not develop and we cannot predict the extent, if any, to which investor interest will lead to the development of a regular trading market in our Ordinary Shares. There is a risk that the absence of potential buyers will prevent any potential sellers from selling their Ordinary Shares. Accordingly, it may be difficult for investors to dispose of their Ordinary Shares.

 

In order to be able to publicly trade a security, such security is required to have a trading symbol. Trading symbols for OTC securities are assigned by FINRA following a submission by a market maker of a Form 211. In the past, the review of such submissions by FINRA was a routine matter that would typically be completed within weeks. Recently, FINRA reviews have often taken well in excess of six months, with many securities being subject to indefinite delays. As a result of the enhanced regulatory scrutiny and long review process, many market makers are now declining to submit Forms 211. In addition, and in response to increased scrutiny and recent regulatory actions by FINRA, many brokers have started to refuse deposits of OTC securities, whether restricted or free trading and regardless of the price at which these securities are traded, even after they obtained a trading symbol. As a result, investors may find it increasingly difficult to dispose of their Ordinary Shares.

 

 

Our Ordinary Shares are not eligible for trading on a national securities exchange. Therefore, our Ordinary Shares are subject to the securities laws of the various states and jurisdictions of the United States in addition to federal securities law. While we may register our Ordinary Shares or qualify for exemptions for our Ordinary Shares in one or more states, if we fail to do so the investors in those states where we have not taken such steps may not be allowed to purchase our Shares or those who presently hold our Shares may not be able to resell their Shares without substantial effort and expense. These restrictions and potential costs could be significant burdens on our shareholders.

 

Risks relating to low priced stocks.

 

Our Ordinary Shares are not quoted and traded on any market or on any exchange, and the price at which the Ordinary Shares may trade in the future cannot currently be estimated. There can be no assurance that trading will be commenced or sustained, although management intends to take such actions as are necessary to initiate trading. If our Ordinary Shares trade below $5.00 per share, trading in the shares may be subject to the requirements of certain rules promulgated under the Exchange Act, which require additional disclosure by broker-dealers in connection with any trades involving a stock defined as a penny stock (generally, any non-Nasdaq equity security that has a market price of less than $5.00 per share, subject to certain exceptions) and a two business day “cooling off period” before broker-dealers can effect transactions in penny stocks. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. These, and the other burdens imposed upon broker-dealers by the penny stock requirements, could discourage broker-dealers from effecting transactions in our Ordinary Shares which could severely limit the market liquidity of our Ordinary Shares and the ability of holders of our Ordinary Shares to sell them.

 

We do not intend to pay dividends.

 

We have not paid any cash dividends on any of our securities since inception and we do not anticipate paying any cash dividends on any of our securities in the foreseeable future.

 

Future sales of our securities, or the perception in the markets that these sales may occur, could depress our stock price.

 

We currently have issued and outstanding approximately 302,734,900 Ordinary Shares, 31,901,900 of which have been registered for resale in the U.S. The remaining 270,833,000 Shares also may be sold in the future if registered under the Securities Act or if the holders qualify for an exemption from registration under Rule 144, Rule 701 or other applicable exemption under the Securities Act. The market price of our Ordinary Shares could drop significantly if the holders of these restricted Ordinary Shares sell them or are perceived by the market as intending to sell them. These factors also could make it more difficult for us to raise capital or make acquisitions through the issuance of additional Ordinary Shares or other equity securities.

 

The ability of our Board of Directors to issue preferred shares and adopt any anti-takeover provisions may depress the value of our Ordinary Shares.

 

Our Articles of Association authorize our Board of Directors to issue preferred shares in one or more classes or series without further shareholder approval. Any preferred shares issued in the future may rank senior to the Ordinary Shares with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up of the Company, or both, and any such preferred shares may have class or series voting rights. In addition, our Board of Directors may, in the future, adopt anti-takeover measures. The authority of the Board of Directors to issue preferred shares and any future anti-takeover measures it may adopt may, in certain circumstances, delay, deter or prevent takeover attempts and other changes in control of our company not approved by our Board of Directors. As a result, our company’s shareholders may lose opportunities to dispose of their Ordinary Shares at favorable prices generally available in takeover attempts or that may be available under a merger proposal and the market price of the Ordinary Shares and the voting and other rights of our shareholders may also be affected.

 

 

We are controlled by Feier Co. Limited, whose interest may differ from those of our other shareholders.

 

As of the date of this Annual Report, Feier Co. Limited is the record and beneficial owner of approximately 50.54% of our Ordinary Shares. Feier Co. Limited is in a position to elect our Board of Directors and to control the business and affairs of our company including significant corporate actions such as mergers and acquisitions, the sale or purchase of assets and the issuance and sale of our securities. We may also be prevented from entering into transactions that could be beneficial to our other shareholders. The interest of our largest shareholder may differ from the interests of our other shareholders.

 

Certain Legal Consequences of Foreign Incorporation and Operations

 

Our shareholders may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. federal courts may be limited because we are incorporated under Cayman Islands law, we conduct substantially all of our operations in China and all of our directors and officers reside outside the United States.

 

We are incorporated in the Cayman Islands and conduct substantially all of our operations in China. All of our directors and officers reside outside the United States and their assets are located outside of the United States. As a result, it may be difficult or impossible for a shareholder to bring an action against us or against these individuals in the Cayman Islands or in China in the event that a shareholder believes that his rights have been infringed under the securities laws or otherwise. Even if a shareholder is successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render the shareholder unable to enforce a judgment against our assets or the assets of our directors and officers. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

 

Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and by the Companies Law (Revised) and common law of the Cayman Islands. The rights of shareholders to take legal action against us and our directors, actions by minority shareholders and the fiduciary responsibilities of our directors are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which provides persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed body of securities laws than the United States and provides significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in U.S. federal courts.

 

As a result, our shareholders may have more difficulty in protecting their interests through actions against us, our management, our directors or our major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

 

Our shareholders do not have the same protections or information generally available to shareholders of U.S. corporations because the reporting requirements for foreign private issuers are more limited than those applicable to public corporations organized in the United States.

 

We are a foreign private issuer and are not subject to certain provisions of the Exchange Act applicable to United States public companies, including: the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K, the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act and the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction (i.e., a purchase and sale, or sale and purchase, of the issuer’s equity securities within six months or less). Because we are not subject to these rules, our shareholders are not afforded the same protections or information generally available to investors in public companies organized in the United States.

 

 

Judgments against our company and management may be difficult to obtain or enforce.

 

We are organized as an exempted company under the laws of the Cayman Islands and our principal executive offices are located in the PRC. Outside the United States, it may be difficult for investors to enforce judgments obtained against us in actions brought in the United States, including actions predicated upon the civil liability provisions of United States federal securities laws. In addition, our sole officer and director resides outside the United States, and his assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon him or to enforce against the Company or him judgments predicated upon the liability provisions of United States federal securities laws.

 

There is uncertainty as to whether the courts of the Cayman Islands and the PRC, respectively, would:

 

	●	recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or
	●	entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

 

It is uncertain whether the courts of the Cayman Islands will allow shareholders of our Company to originate actions in the Cayman Islands based upon securities laws of the United States. In addition, there is uncertainty with regard to Cayman Islands law related to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company, such as our company. As the courts of the Cayman Islands have yet to rule on making such a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain whether such judgments would be enforceable in the Cayman Islands. Although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any reexamination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent jurisdiction, (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (c) is final, (d) is not in respect of taxes, a fine or a penalty, and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

 

The recognition and enforcement of foreign judgments are provided for under PRC Civil Procedure Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States or the Cayman Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedure Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States or in the Cayman Islands.

 

ITEM 4. INFORMATION ON THE COMPANY

 

History of the Company

 

Our company was incorporated in Nevada under the name “Duonas Corp.” on September 19, 2014. We maintain our principal executive offices at 115 Fuhua 1st Road, Futian District, Shenzhen Guangdong Province, China 518000.

 

 

Duonas Corp. filed a registration statement on Form S-1 with the SEC on August 25, 2016, which was declared effective on October 12, 2016. In November 2017, subsequent to a change of control, our name was changed to Huahui Education Group Corporation, our ticker symbol was changed to “HHEG” and our then management abandoned our company’s business plan and determined to seek a possible business combination. The business purpose of our company changed to seeking the acquisition of, or merger with, an existing company. As a result, we became a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act) with nominal assets and no business operations, and it sought to identify, evaluate and investigate various companies with the intent that, if such investigation warranted, a reverse merger transaction could be negotiated and completed pursuant to which we would acquire a target company with an operating business with the intent of continuing the acquired company’s business as a publicly held entity.

 

We were originally incorporated in Nevada under the name “Duonas Corp.” Effective February 26, 2019, we changed our domicile from Nevada to the Cayman Islands by merging into our wholly owned Cayman Islands subsidiary, Huahui Education Group Limited. As a result of the redomiciliation our name was changed to Huahui Education Group Limited. On July 3, 2019, we completed a share exchange (the “Share Exchange”) with Huahui Group Stock Limited (“HGSL”), a Seychelles company limited by shares, and HGSL’s shareholders. As a result, HGSL became a wholly owned subsidiary of our company.

 

As a result of the closing of the Share Exchange, the HGSL Shareholders acquired approximately 99.1% of the total outstanding Ordinary Shares of our company. The shares issued to the HGSL Shareholders in connection with the Share Exchange were not registered under the Securities Act in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, and/or Regulation S promulgated by the U.S. SEC. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement.

 

We filed a registration statement on Form F-1 with the SEC on November 26, 2019, which was declared effective on October 14, 2020. The registration statement registered 31,901,900 Ordinary Shares for resale. The remaining 270,833,000 outstanding Ordinary Shares may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. We have not kept the F-1 current.

 

 

Corporate Structure

 

The following chart sets forth our corporate structure:

 

 

 

China’s Executive Coaching Industry

 

China’s economy has grown so fast that demand for business leaders now far exceeds supply, and shortages are expected to continue for the rest of the decade. Despite China’s massive population and expanding higher education, Chinese and foreign companies often struggle to recruit a sufficient number of talented and experienced middle and senior managers to provide the leadership the company needs to succeed in China’s fast-growing, highly competitive business environment. The leadership gap is compounded by the fact that many experienced Chinese managers who might otherwise fill leadership positions in fast-growing sectors gained much of their experience in traditional industries and in a system where management was based on government regulation that suppressed managerial initiative.

 

Today, the value of executive coaches in helping nurture organizations and leaders has been completely reappraised. A growing number of companies are seeking their help to prepare senior and mid-level managers for more senior roles or to more effectively operate in their current roles.

 

As in other parts of the world, coaching in China is used to help executives identify and reach more of their potential. Executive coaching in China tends to be currently focused on development needs associated with leadership, often “executive presence” and other forms of communication. Dealing with cultural differences as a result of China’s decision to open itself increasingly to Western economic and cultural forces can be a challenge for both local Chinese and for China-based executives of U.S. multinational corporations. For example, executives in multinational corporations who have resided and worked in China for a considerable period of time, or Chinese executives in Western corporations who have returned to China, often lament that Western headquarters don’t understand what it takes to be successful in “our part of the world.” Back at headquarters, seniors and peers can’t understand why their high-potential colleague in China can’t understand (or worse, won’t listen to) their views.

 

In this situation, coaching has been used to support improvements in the leader’s executive presence. Coaching support has led, for example, to action on “active listening” goals. It has also enabled the executive to present his China market experience in the form of a conversation with (rather than a lecture to) his colleagues at headquarters.

 

Advantages of ZDSE

 

Our Company is a pioneer in developing Chinese leadership development coaching services. As of December 31, 2023, ZDSE had coached approximately 6,000 entrepreneurs, as well as personnel from more than 72 corporate training services and large listed companies. The types of companies served by ZDSE include real estate, high tech, medicine, health, schools, government agencies, auto industry, communications, logistics, robotics, property, construction, engineering, manufacturing, textile, rag trade, furniture and other fields.

 

Our Company has accumulated a large amount of client data and has performed management coaching services for business leaders, administrative professionals, industry professionals and ordinary employees. We believe that it has the following advantages that will be helpful in achieving success and a leading market position in China’s personal leadership and business management coaching sector, making ZDSE stand out from its competitors.

 

 

Our workshop, experiential learning and practice focus on personal leadership development so that its clients can apply their newly developed leadership concepts and experiences to their work. We also monitor the performance and the changes and developments of clients returning to work.

 

Brand Perception

 

We believe that ZDSE is enhancing its brand recognition and reputation as a result of its clients’ satisfaction. ZDSE believes that its coaching has attained good results for its clients and their post-training performance inspires more people to contact ZDSE. Thus, we believe that the brand, reputation and influence of ZDSE is continuously expanding. ZDSE intends to continue to improve its client service system, including post-training client visits and consulting services, and thus enhance its clients’ overall experience.

 

Market Size

 

We are headquartered in Shenzhen, and has established offices all over China. Its management intends to establish additional offices in Jiangsu, Beijing, Shanghai, Chongqing and Xiamen within three to six years.

 

Innovative Program Development Capabilities

 

Our service content and methods are mostly based on self-developed material. Our program development team works with its staff and senior coaches in order to develop, update and improve ZDSE’s services. The team analyzes the latest market trends and demand, and regularly collects feedback from clients through multiple channels to improve the quality of its clients’ coaching experience. We believe that ZDSE has developed innovative programs which have been a key to its success.

 

The Strategy of ZDSE

 

Our goal is to become China’s leading business and leadership development coaching service organization. ZDSE believes that it can accomplish that goal due to its leadership development modules, experiential learning modules and practice integration. By continuing to improve the quality of its coaching services and supporting its clients with follow-up services, ZDSE believes it can increase the number of clients and the rate of new enrollments, thereby increasing its market share and capturing larger market niches.

 

We believe that it is extremely important to develop a life-long service system for its clients. Management intends to accomplish this through the Company’s online service program discussed below under “Other Planned Businesses of the Company.” We anticipate that this life-long service system will be attractive to its clients, thereby increasing enrollment in ZDSE’s offerings and achieving sustainable profitability for ZDSE. It is also expected to give ZDSE a significant competitive edge.

 

We plan to seek strategic alliances on a nationwide scale. In accordance with the goal of many enterprises, institutions and industry associations, management carefully evaluates varied opportunities for cooperative relationships with other companies. Through cooperation and strategic alliances with various institutions and associations, we believe that it can effectively expand its pool of prospective clients and obtain a steady and predictable revenue source.

 

 

Our Coaching Program

 

Our coaching program, The Way of Management Program, consists of ten modules. The modules are:Unit 1: Exploration Management

 

This is a four-day module that is comprised 60% of experience exercises, 20% of client interactions and 20% of individual client presentations. Through this module, clients are given the opportunity to recognize their behavioral patterns in corporate management and decision-making, identify their own deficiencies or human frailties, such as selfishness or greed, and discover the gap between themselves and the ideal manager. It also promotes more inclusive treatment of partners and colleagues.

 

Unit 2: Innovation Management

 

This five-day module helps clients learn how to build an effective and productive team and is primarily based on the previous management theories of the clients. Through this experience-rich module, the clients examine their old models, generate new insights and establish new, personal management theories.

 

Unit 3: Practice Management

 

This module involves a 120-day practical experience. At the beginning, each client will develop a business goal derived from the two previous modules that the client wants to accomplish within this module. This module usually results in major changes and breakthroughs for the clients. During this 120-day period, the coaches track the progress of the clients weekly, and a group meeting is held every week. From time to time, thematic seminars are held for the clients in this module. Technical tools are also provided to assist the clients with their individual problems so that the clients can more effectively work towards and then achieve their goals.

 

Unit 4: Management Art

 

Through this four-day experience, clients work on communication skills, including listening and questioning, as well as how to give constructive feedback. By improving their communication skills, clients can increase the level of understanding and cooperation between themselves and their team, thereby becoming more effective managers and leaders.

 

Unit 5: Personality Management

 

Through this three-day experience, clients learn about different personality types, how to identify them through the behaviors of others and how to deal most effectively with people who exhibit these various personalities. The goal of this module is to help clients deal with difficult personalities, thereby reducing stress that may result from personality clashes in and outside the workplace.

 

Unit 6: Foundations of Management

 

This module is a four-day experience that gives clients the opportunity to discover their core values and how they impact their decisions and their management style. The more clients know about their core values, the more they can create effective communication, which makes it easier for them to reach agreement with their employees.

 

Unit 7: Relationship Management

 

We believe that the best managers and leaders understand and are happy with themselves. This four-day experience demonstrates to clients how to understand and accept themselves - their strengths and their weaknesses - and helps them understand their own needs. Through this understanding, as well as development of self-love, clients can develop better relationships and more effective communication with others.

 

Unit 8: Positivity

 

Poor communication and negative experiences can both stem from and result in problems in the workplace, which, in turn, create a stressful and negative work atmosphere for all involved. This often results in reduced productivity, higher employee turnover and general dissatisfaction, which frequently carries over and affects all aspects of life. In this module, clients strive toward achieving a positive mindset and approaching work and life with a positive attitude, which can result in better physical and mental health and greater happiness both in and out of the workplace. Greater employee happiness leads to a more positive “can do” atmosphere in the workplace, more effective employees and increased productivity.

 

 

Unit 9: Leadership Development for Women

 

This module is a unique four-day experience for female clients. As more and more women have entered traditionally male-dominated areas of employment, an opportunity has arisen for helping them succeed within a masculine culture and achieve equilibrium between their traditionally “female” strengths and qualities and the more traditionally “male” qualities required to succeed in business.

 

Unit 10: Fund Management

 

In this module, clients learn how to manage capital, how to use capital correctly and how to diversify their investments. And perhaps most importantly, clients come to understand their relationship with money and how to keep the acquisition of money in perspective.

 

Coaching Staff

 

The main function of the ZDSE coaches is to provide guidance and support both during completion of the modules and during the provision of post-completion services. The responsibility range of the coaches usually includes:

 

	(i)	Understand and respond to questions and concerns;
	(ii)	Guide clients through the various modules and assist them in their practical experience;
	(iii)	Provide guidance on directions and technical tools;
	(iv)	Afford psychological counseling to help clients cope with challenging issues; and
	(v)	Maintain contact with the clients and follow the clients after completion of the program.

 

The Coaches are third parties with extensive teaching experience and who demonstrate good interpersonal and communication skills. Currently, we work regularly with numerous excellent coaches who are attracted by our Company’s progressive concept, advanced technology and corporate culture.

 

We provide introductory training for new coaches, periodic on-the-job training and workshops for coaches to help them master the system and improve their coaching.

 

Research and Development

 

We engage in continuous research and exploration in an effort to further improve its system and grow its business. Its program development team analyzes the latest market trends and demand and regularly collects feedback from clients to improve the quality of the coaching experience offered by our Company. The members of our Company’s three-person research and development team are:

 

	●	Qing Zuo - Mr. Zuo is the general manager of ZDSE.
	●	Shaogang Yin -. Mr. Yin is the head of SYZDH and GZZDH.
	●	Kin Ling Martin Tsang - Mr. Tsang is a senior consultant for GZZDH.

 

 

Marketing of ZDSE Services

 

At present, ZDSE acquires new clients primarily through referrals and recommendations from past and current clients. ZDSE believes that the best promoter for its success is word-of-mouth recommendations from past and current clients who share their successes and program experiences with others. Management believes that new clients are also attracted by ZDSE’s coaching team and services.

 

Our Company also holds free seminars for business executives during which it explains ZDSE’s services and gathers information about the needs and goals of the attendees and their companies. ZDSE subsequently contacts the potential clients to discuss and tailor ZDSE’s specific modules that most closely meet their individual needs. To a lesser degree, ZDSE utilizes social media and conventional advertising to attract new clients.

 

Competition

 

We competes with both Chinese executive coaching and foreign executive coaching organizations with branches in China that offer services similar to those that it offers. However, the competition is highly fragmented with very few large competitors. ZDSE believes that its major competitors are Sun Yat-sen University School of Management, the earliest established institution specializing in business management education and research, and Elite Business Doers, which was founded in Shenzhen and describes itself as a “small learning community for SME owners.”

 

ZDSE believes that the principal competitive factors in its industry include:

 

	(i)	Brand awareness and reputation;
	(ii)	Program topics;
	(iii)	Program orientation;
	(iv)	Quality of program and experience;
	(v)	Type of back-end service and quality;
	(vi)	Customized service;
	(vii)	Skills and capabilities of coaches; and
	(viii)	Price.

 

Management believes that the unique orientation of ZDSE’s program, including its holistic aspect, the quality of its coaches, the personal atmosphere and individualization of the program to each client’s specific needs and the quality of the post-program services distinguish it from its competitors. However, there can be no assurance that our initial competitive advantages will be retained, or that one or more competitors will not develop programs that are equal or superior to ours or are better priced than ours. In the future, we may face competition from competitors of varying sizes and geographic reach, who structure their program offerings similarly to ours. In addition, some competitors may have a longer operating history and a better ability to support and retain clients. Our revenue could be negatively impacted if our competitors were to develop and market programs that are more effective, more convenient or less expensive than our program.

 

ZDSE’s Future Business Plan

 

ZDSE’s national development plan, which is contingent on the status of the economic growth in China, includes opening 10 to 15 new branches in China, including branches in Beijing, Shanghai, Jiangsu, Chongqing and Xiamen, within three to six years. Along with its geographic expansion, ZDSE is continuously improving its module offerings. Additional modules are being developed and put on the docket for discussion to be added in the future.

 

 

The Business of Shenzhen Huahui Media Technology Co., Limited and Shenzhen Jiarui Media Co., Limited (“HHMT”)

 

HHMT commenced operations in August 2020. Its business includes cultural exchange event planning, conference planning, corporate image planning, marketing planning, exhibition planning, stage lighting, audio equipment, display equipment and technology development and sales, leasing, door-to-door integration of multimedia teaching systems installation, on-site maintenance, domestic trade and import and export of goods and technologies. HHMT’s strategy is to empower the entire education industry chain with technology. The Company’s main customer groups are schools and other government institutions. HHMT has one wholly-owned subsidiary, Shenzhen Jiarui Media Co., Limited (“SJMC”), which was formed on June 4, 2021 under the laws of the PRC. SJMC’s principal business is essentially the same as that of HHMT. HHMT provides stage, audio and lighting equipment, including set-up and operating services, for stage activities of various institutions. During the fiscal years ended December 31, 2022 and 2023, HHMT and SJMC accounted for approximately 26.4% and 40%, respectively, of our company’s total revenue.

 

The Business of Huahui (Shenzhen) Education Management Co., Limited (“HEMC”)

 

HEMC commenced operations in November 2020. Its business includes consulting services for entrepreneurs, staff training and introduction services for investors and local governments in Shenzhen. HEMC, which offers coaching courses that are different than those offered by ZDSE’s, main customer groups are enterprise groups and government offices. During the fiscal years ended December 31, 2022 and 2023, HEMC accounted for approximately 1.6% and 10% of the Company’s total revenue and during the year ended December 31, 2023, it accounted for approximately 10%, respectively, of our company’s total revenue.

 

The Business of Shandong Yuli Big Data Technology Co., Limited (“SDYL”)

 

SDYL, which was incorporated in the PRC on December 14, 2021 provides human resource (“HR”) services. SDYL’s business model of “HR Technology + Platform + Service” utilizes HR technology to build an HR platform that can provide payroll, personnel recruitment, labor dispatch, flexible employment, fiscal and tax planning and legal HR consultation through a mobile app and SDYL’s website.During the fiscal years ended December 31, 2022 and 2023, HEMC accounted for approximately 0.01% and 18.9%, respectively, of our company’s total revenue.

 

Properties

 

HEMC’s and ZDSE’s headquarters are located in Shenzhen, Guangdong Provence. The lease terminates on October 31, 2026. The office space consists of 930 square meters and it is leased at a monthly rent of RMB 190,822 (approximately US$26,999. HEMC and HETC share the rental costs.

 

GZZDH currently leases approximately 970square meters for its Guangzhou office. The lease terminates on March 30, 2025. GZZDH leases this space for a monthly rental of RMB48,691.99 (approximately US$6,860), plus an RMB26,223.99(approximately US$3,695) business management fee.

 

 

SDYL leases approximately 1,200 square meters of office space Shenyang City. The lease terminates on September14, 2025. The lease provides for a monthly rental of RMB 60,000 (approximately US$8,571).

 

We believe that our existing office facilities will be sufficient for our operations for the next year and that we will be able to obtain additional space as needed.

 

Employees

 

As of December 31, 2023, we employed 35 full-time employees and no part time employees. The following table details certain data on the average workforce of our company and its consolidated subsidiaries:

 

		Year Ended December 31,
		2023				2022				2021
Numbers of employees by category of activity
Coaches			3				3				3
Research and development			3				3				3
Finance/Administration			18				25				26
Sales & Marketing			11				18				16
Total workforce			35				49				48

 

We consider our employees the most valuable asset of our company. We offer competitive compensation s to attract and retain our employees. All employment contracts are in accordance with the laws of the PRC. The Company believes its relationships with its employees are satisfactory

 

Intellectual Property

 

ZDSE has two trademarks. It filed a trademark application on May 16, 2016 for its “Love the public, love the sailing” logo (registration number 19968013) and was granted exclusive protection until July 6, 2027. ZDSE also filed a trademark application on May 16, 2016 for its “Zhongdehui” logo (registration number 1996771) and was granted exclusive protection for that logo until July 6, 2027.

 

Regulations in China Applicable to Our Business

 

 

Foreign Investments

 

On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Administrative Measures”) and relevant supporting guidelines (collectively, the “New Administrative Rules Regarding Overseas Listings”), which will come into force on March 31, 2023. According to the New Administrative Rules Regarding Overseas Listings, among other things, a domestic company in the PRC that seeks to offer and list securities in overseas markets shall fulfill the filing procedure with the CSRC as per requirement of the Trial Administrative Measures. According to the Trial Administrative Measures, Article 2, where a domestic company seeks to directly offer and list securities in overseas markets, the issuer shall file with the CSRC and where a domestic company seeks to indirectly offer and list securities in overseas markets, the issuer shall designate a major domestic operating entity, which shall, as the domestic responsible entity, file with the CSRC. Initial public offerings or listings in overseas markets shall be filed with the CSRC within three (3) working days after the relevant application is submitted overseas. If an issuer offers securities in the same overseas market where it has previously offered and listed securities subsequently, filings shall be made with the CSRC within three (3) working days after the offering is completed. According to the Trial Administrative Measures Article 22, upon occurrence of any material event, such as change of control, investigations or sanctions imposed by overseas securities regulatory agencies or other relevant competent authorities, change of listing status or transfer of listing segment, or voluntary or mandatory delisting, after an issuer has offered and listed securities in an overseas market, the issuer shall submit a report thereof to CSRC within three (3) working days after the occurrence and public disclosure of such event. Further, according to the Trial Administrative Measures Article 21, an overseas securities company that serves as a sponsor or lead underwriter for overseas securities offering and listing by domestic companies shall file with the CSRC within 10 working days after signing its first engagement agreement for such business, and submit to the CSRC, no later than January 31 each year, an annual report on its business activities in the previous year associated with overseas securities offering and listing by domestic companies. If an overseas securities company has entered into engagement agreements before the effectuation of the Trial Administrative Measures and is serving in practice as a sponsor or lead underwriter for overseas securities offering and listing by domestic companies, it shall file with the CSRC within 30 working days after the Trial Administrative Measures take effect. On February 24, 2023, the CSRC promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Confidentiality and Archives Administration Provisions”), which will also become effective on March 31, 2023. The Confidentiality and Archives Administration Provisions set out rules, requirements and procedures relating to provision of documents, materials and accounting archives for securities companies, securities service providers, overseas regulators and other entities and individuals in connection with overseas offering and listing, including without limitation to, domestic companies that carry out overseas offering and listing (either in direct or indirect means) and the securities companies and securities service providers (either incorporated domestically or overseas) that undertake relevant businesses shall not leak any state secret and working secret of government agencies, or harm national security and public interest, and a domestic company shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level, if it plans to, either directly or through its overseas listed entity, publicly disclose or provide any documents and materials that contain state secrets or working secrets of government agencies. Working papers produced in the Chinese mainland by securities companies and securities service providers in the process of undertaking businesses related to overseas offering and listing by domestic companies shall be retained in the Chinese mainland. Where such documents need to be transferred or transmitted to outside the Chinese mainland, relevant approval procedures stipulated by regulations shall be followed. While we believe we do not involve leaking any state secret and working secret of government agencies, or harming national security and public interest in connection with provision of documents, materials and accounting archives, there is uncertainty how the new provisions will be interpreted and implemented in the future, and we may be required to perform additional procedures in connection with the provision of accounting archives after the Confidentiality and Archives Administration Provisions come into effect. Any failure by us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our ADSs, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause our ADSs to significantly decline in value or become worthless.

 

Foreign Exchange

 

The PRC government’s regulation over the conversion of foreign exchange and fluctuations in the value of RMB may result in foreign currency exchange losses and limit our ability to pay dividends. Since our Subsidiaries conduct business in the PRC, we receive part of their revenue and pay part of our expenses in the RMB. The value of RMB against the U.S. dollar and other currencies fluctuates from time to time and is subject to changes in the domestic and international political and economic developments, including the global and monetary effects of the war in Ukraine, as well as the fiscal and foreign exchange policies prescribed by the PRC government. We cannot assure you that the value of the RMB will remain at the current level against the U.S. dollar or any other foreign currency. If the RMB appreciates or depreciates against the U.S. dollar or any other foreign currency, it will have mixed effects on our Subsidiaries’ business and there is no assurance that the overall effect will be positive.

 

 

The convertibility of RMB is restricted by PRC laws and regulations. Conversion and remittance of foreign currencies are subject to PRC foreign exchange regulations. Pursuant to the existing foreign exchange regulations in the PRC, we are allowed to carry out foreign exchange transactions for current account items (including dividend payments) without submitting the relevant documentary evidence of such transactions to SAFE for approval in advance as long as they are processed by banks designated for foreign exchange trading. However, we may need to obtain the SAFE’s prior approval for foreign exchange transactions for capital account items. If we fail to obtain the SAFE’s approval to convert RMB into foreign currencies for foreign exchange transactions, our Subsidiaries’ business operations, financial condition, results of operations and prospects, as well as our ability to pay dividends, could be materially and adversely affected.

 

To address persistent capital outflows and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and SAFE implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments.

 

In addition, the Enterprise Income Tax Law (the “EIT LAW”) and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC central government and the governments of other countries or regions where the non-PRC-resident enterprises are tax resident. Pursuant to the tax agreement between Mainland China and the Hong Kong Special Administrative Region, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10%. However, if the relevant tax authorities determine that our transactions or arrangements are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. Accordingly, there is no assurance that the reduced 5% withholding rate will apply to dividends received by our Hong Kong subsidiary from our PRC subsidiaries. This withholding tax will reduce the amount of dividends we may receive from our PRC subsidiaries.

 

Cash Flows

 

Any PRC regulations pertaining to our corporate structure, loans to and investment in PRC entities by offshore holding companies may delay us from making loans or capital contributions to our Subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

 

With regards to our corporate structure, any funds we may transfer to our Subsidiaries, either as a loan or as an increase in registered capital, are subject to approval by or registration with relevant government authorities in China regardless of the amount of the transfer. According to the relevant PRC regulations, capital contributions to our Subsidiaries are subject to the submission of reports of changes through the enterprise registration system and registration with a local bank authorized by SAFE. In addition, any foreign loan procured by our Subsidiaries is required to be registered with SAFE and such loan is required to be registered with the NPRC.

 

Moreover, as a holding company, we may rely on dividends and other distributions on equity paid by our PRC subsidiaries for our cash and financing requirements. If any of our PRC subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to us. However, none of our subsidiaries has made any dividends or other distributions to our holding company as of the date of this Annual Report. In the future, cash proceeds raised from overseas financing activities may be transferred by us to our PRC subsidiaries via capital contribution or shareholder loans, as the case may be.

 

As of the date of this Annual Report, there were no cash flows between our Cayman Islands holding company and our subsidiaries. Funds are transferred among our PRC subsidiaries for working capital purposes. The transfer of funds among companies is subject to the Provisions of the Supreme People’s Court on Several Issues Concerning the Application of Law in the Trial of Private Lending Cases (2020 Revision, the “Provisions on Private Lending Cases”), which was implemented on August 20, 2020 to regulate the financing activities between natural persons, legal persons and unincorporated organizations. The Provisions on Private Lending Cases does not prohibit using cash generated from one subsidiary to fund another subsidiary’s operations. We have not been notified of any other restriction which could limit our PRC subsidiaries’ ability to transfer cash between subsidiaries.

 

 

Cybersecurity

 

As we conduct substantially all of our operations in China, we are subject to legal and operational risks associated with having substantially all of our operations in China, including risks related to the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or United States regulations, which risks could result in a material change in our operations and/or cause the value of our Ordinary Shares to significantly decline or become worthless and affect our ability to offer or continue to offer securities to investors. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. New laws, such as the Measures for Cybersecurity Review, could significantly limit or completely hinder our ability to offer or continue to offer securities to overseas investors and cause such securities to significantly decline in value or to be worthless.

 

On December 28, 2021, the Cyberspace Administration of China (the “CAC”), the National Development and Reform Commission (the “NDRC”) and several other administrations jointly issued the Measures of Cybersecurity Review (2021) (the “Revised Measures”), which came into effect on February 15^th, 2022, replacing the previous Measures of Cybersecurity Review (2020). According to the Revised Measures, in addition to operators of critical information infrastructure (“CII”) that intend to purchase goods and services, network platform (“NP”) operators that conduct data processing which either affects or may affect national security, are required to undergo cybersecurity review. Moreover, pursuant to Article 7 of the Revised Measures, an online platform operator who possesses more than one million users’ personal information shall report to the Cybersecurity Review Office (the “CRO”) for cybersecurity review when going public abroad. The CRO, an administrative body within the CAC, is responsible for formulating cybersecurity review systems and standards and organizing cybersecurity reviews. The review shall focus on risks including but not limited to the risks of key information infrastructure, core data, important data, or a large amount of personal information influenced, controlled, or maliciously used by a foreign government and that network information security endangered.

 

The Company is in the business of professional management coaching through ZDSE and business planning and event planning and production through HHMT, which do not involve the collection of user data, implicate cybersecurity or involve any other type of restricted industry. Based on our understanding of currently applicable PRC laws and regulations, our Subsidiaries are not subject to cybersecurity review under the Revised Measures nor are the Shares subject to the review or prior approval of the CAC or the CSRC. Uncertainties still exist, however, due to the possibility that laws, regulations or policies in the PRC could change rapidly in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to overseas investors and could cause such securities to significantly decline in value or to be worthless.

 

The Employment Promotion Law of the PRC

 

The Employment Promotion Law of the PRC was adopted by the National People’s Congress on August 30, 2007 and amended on May 24, 2015. The Law states that the PRC government encourages and supports various types of vocational colleges, vocational skills training institutions and employers to carry out pre-employment training, on-the-job training, reemployment training and entrepreneurship training according to law and encourages laborers to participate in various forms of training. The PRC government and relevant departments encourage and guide enterprises to strengthen vocational education and training based on market demand and industrial development direction.

 

Several Opinions on Further Promoting the Development of Small and Medium-sized Enterprises

 

On September 19, 2009, the State Council issued the Several Opinions on Further Promoting the Development of Small and Medium-sized enterprises (“SME”), which states that the state guides and supports SMEs in strengthening management, supports the development of management consulting agencies for SMEs, conducts management consulting activities, guides SMEs to strengthen basic management, marketing and risk management, improve governance structure, promote management innovation and improve business management, vigorously carry out training for all types of SMEs and implement SMEs Galaxy Training Project, increase financial support, give full play to the role of industry associations (commercial associations) and SME training institutions, extensively adopt network technologies and other means to carry out policies and regulations, corporate management, marketing, professional skills, customer service and other kinds of training. It attaches great importance to the training of business managers and selects one million growing SMEs within three years to provide comprehensive training for their.

 

 

Promotion Law on Small and Medium-sized Enterprises of the PRC

 

On June 29, 2002, the National People’s Congress passed the Promotion Law on Small and Medium-sized Enterprises of the PRC, which was revised on September 1, 2017 and implemented on January 1, 2018. The Law states that the state establishes a sound socialized SME public service system to provide services to SMEs. The state supports relevant agencies, colleges and universities in carrying out personnel training for the management of SMEs and production technologies, and improving the marketing, management and technology level of the company. The state supports colleges and universities, vocational education institutions and various vocational skills training institutions to cooperate with SMEs to build a practical practice base to support two-way exchanges between teachers of vocational education institutions and SMEs, and to innovate the talent training model for SMEs.

 

Regulations Related to Foreign Invested Enterprises

 

According to the Special Administrative Measures (Negative List) for the Access of Foreign Investment (2021) (the “Negative List”) as promulgated and effective in July 2019, the original Special Administrative Measures (Negative List) for the Access of Foreign Investment (2020) was repealed. Overseas investors are not allowed to invest in any foreign investment prohibited field on the Negative List and shall have an access permit for investing in a non-prohibited investment field on the Negative List. Fields not included in the Negative List for the market entry of foreign investment shall be managed according to the principle of equal treatment of domestic and foreign investment.

 

None of our subsidiaries are engaged in a field on the Negative List and therefore are not subject to any special management measures for the access of foreign investment.

 

The Foreign Investment Law of the People’s Republic of China (the “Foreign Investment Law”), which was promulgated in March 2019 and became effective on January 1, 2020, replaced the three legacy laws on foreign invested enterprises including the Wholly Foreign-owned Enterprises Law of the People’s Republic of China (the “Wholly Foreign-owned Enterprises Law”) which was previously applicable to our Company. The organizational form, organization structure and activities of a foreign-invested enterprise are now governed by the provisions of the Company Law of the People’s Republic of China, the Partnership Enterprise Law of the People’s Republic of China and other relevant laws. However, the Foreign Investment Law sets up a transitional period of 5 years after the implementation of the Foreign Investment Law, during which foreign-invested enterprises established according to the Wholly Foreign-owned Enterprise Law before the implementation of the Foreign Investment Law may maintain their original organization forms, etc. Specific implementing measures are to be prescribed by State Council.

 

Regulations on Trademark Protection

 

Intellectual property rights, also known as “knowledge ownership rights,” refer to “property rights enjoyed by right holders for the intellectual work created by their intellectual work,” and are generally only valid for a limited time. Various intellectual creations such as inventions, designs, literary and artistic works, as well as signs, names and images used in commerce, can all be considered intellectual property owned by a person or organization. Since the 1980s, while continuously improving the construction of the domestic legal system, China has successively joined some major international conventions, treaties and agreements for the protection of intellectual property rights. In particular, on December 11, 2001, China became a member of the World Trade Organization’s Agreement on Trade-related Intellectual Property Rights.

 

Payment of Dividends

 

Dividends payable by the Company to our foreign investors and gain on the sale of our Shares may be subject to PRC income taxes. Pursuant to the EIT Law and the EIT rules, subject to any applicable tax treaty or arrangement between the PRC and the jurisdiction of residence of our investors that provides a different income tax arrangement, the payment of dividends by a PRC resident enterprise to investors that are non-PRC resident enterprises (including enterprises that do not have an establishment or place of business in the PRC and enterprises that have an establishment or place of business but their income is not effectively connected with the establishment or place of business) or any gain realized on the transfer of shares by such investors is generally subject to PRC income tax at a rate of 10% to the extent such dividend has its source in the PRC or such gain is regarded as income derived from sources within the PRC. Under Individual Income Tax Law of the PRC and its implementation rules, dividends sourced within the PRC paid to foreign individual investors who are not PRC residents and gains from PRC sources realized on the transfer of our Shares by such investors would be subject to PRC income tax at a rate of 20%, subject to any reduction or exemption set out in applicable tax treaties and PRC laws.

 

 

It is uncertain whether we will be considered a PRC “resident enterprise.” If we are considered a PRC “resident enterprise,” dividends payable by us with respect to our Shares, or any gain realized from the transfer of our Shares may be treated as income derived from sources within the PRC and may be subject to PRC income tax, subject to the interpretation, application and enforcement of the EIT Law and the EIT rules by the relevant tax authorities. If we are required under the EIT Law or other related regulations to withhold PRC income tax on our dividends payable to foreign holders of our Shares which are “non-resident enterprises,” or if our Shareholders are required to pay PRC income tax on the transfer of our Shares under PRC tax laws, the value of an investment in our Shares may be materially and adversely affected.

 

Regulations on Labor

 

According to the Labor Law of the PRC (promulgated in 1994, last amended in 2018), Labor Contract Law of the PRC (promulgated in 2007, amended in 2012) and Implementation Regulations of the Labor Contract Law of the PRC (promulgated in 2008), it is stipulated that employers and laborers should establish labor contracts when they establish labor relations. The labor contract concluded according to law is binding, and employers and laborers shall perform the obligations stipulated in the labor contract. Where a labor relationship has been established and a written labor contract has not been concluded at the same time, a written labor contract shall be concluded within one month from the date of employment. Where an employer and a laborer conclude a labor contract prior to employment, the labor relationship shall be established from the date of employment. The state implements a minimum wage security system. The specific standards for minimum wages are stipulated by the people’s governments of provinces, autonomous regions and municipalities directly under the Central Government and reported to the State Council for the record. The employer’s payment of laborers’ wages must not be less than the local minimum wage standard. The employer must provide laborers with labor safety and hygiene conditions that comply with the state regulations and necessary labor protection supplies. Workers engaged in occupational hazard operations should carry out regular health checks.

 

The provisions concerning the employment of foreigners in China are mainly based on the Regulations on the Administration of Employment of Foreigners in China jointly issued by the Ministry of Labor, the Ministry of Public Security, the Ministry of Foreign Affairs and the Ministry of Foreign Trade and Economic Cooperation on January 22, 1996, as amended on November 12, 2010 and March 13, 2017. The regulation states that employers employing foreigners must apply for employment permits for the foreigner. Foreigners can only be hired after obtaining permission and obtaining the Employment License for Foreigners of the PRC (hereinafter referred to as “permit”). Foreigners employed in China should enter the country on a Z-visa (if they have a mutual visa exemption agreement, they should be dealt with according to the agreement). After entering China and obtain the Foreigner’s Employment Permit (hereinafter referred to as “employment permit”), they will be able to obtain employment in China. Foreigners who have not obtained a residence permit (namely, those with F, L, C and G visas), foreigners studying in China or performing internships and dependents of foreigners holding a Z visa may not be employed in China. In exceptional circumstances, the employer may apply for a permit in accordance with the approval procedures stipulated in these Regulations. Foreigners employed with a permit to the public security agency change their status and apply for an employment permit or residence permit. Employing units and foreigners hired shall conclude labor contracts according to law. The duration of a labor contract must not exceed five years. When the employment contract signed between the foreigner and the employing unit expires, the employment permit will be invalid.

 

Tax Regulations

 

PRC Corporate Income Tax

 

On March 6, 2007, the National People’s Congress of the PRC issued the Corporate Income Tax Law of the PRC, which was implemented on January 1, 2008 and last amended in December 2018. The tax law stipulates that foreign-invested enterprises and domestic enterprises have an income tax rate of 25%. Small and low profit enterprises that meet certain conditions will be subject to a 20% income tax rate. Enterprises with high priority which need to be supported by the state are taxed at a reduced rate of 15%. On December 6, 2007, the State Council issued the Regulations on the Implementation of the Enterprise Income Tax Law of the PRC, which took effect on January 1, 2008.

 

 

On April 22, 2009, the State Administration of Taxation issued a notice on Relevant Issues of Overseas Registered Chinese-Funded Controlled Enterprises Recognized as Resident Enterprises on the Basis of Actual Management Institutional Standards, which became effective on January 1, 2008. The circular states that overseas Chinese-invested enterprises that meet the following conditions shall determine that they are resident companies of the actual administrative agency in China (hereinafter referred to as non-domestically registered resident enterprises), implement corresponding tax administration and collect corporate income tax on their income from inside and outside China:

 

(i) the places where senior management personnel responsible for the implementation of daily production and operation management operations and their senior management departments perform their duties are mainly located in China;

 

(ii) the company’s financial decisions (such as borrowings, lending, financing, financial risk management, etc.) and personnel decisions (such as appointments, dismissals, remunerations, etc.) are determined by institutions or personnel located in China or need to be approved by an organization or person located in China;

 

(iii) the company’s main property, accounting book, company seal, board of directors and minutes of shareholders’ meetings, etc. are located or stored in China; and

 

(iv) 50% or more of the voting directors or senior executives of the corporation often reside in China.

 

On July 27, 2011, the State Administration of Taxation issued an announcement on the issuance of the Administrative Measures on the Income Tax of Overseas-registered Chinese-controlled Holding Enterprises (Trial), which took effect on September 1, 2011. The measure points out that non-domestic-registered resident enterprises shall, in accordance with relevant Chinese laws and regulations and regulations of the competent departments of finance and taxation under the State Council, formulate financial and accounting statements, and shall, within 15 days from the date of receipt of tax registration certificates, submit the enterprise’s financial and accounting systems or financial accounting, the handling methods and related information to the competent tax authorities for the record. Non-domiciled registered resident companies that obtain dividends, bonuses and other equity investment income derived from China, income from interest, rent, royalties, transfer of property income and other income, shall issue a copy of the company’s Certificate of Resident Identity of Overseas-registered Chinese-controlled Enterprises issued by the company. According to Article 26 of the Corporate Income Tax Law of the PRC and Articles 17, 18 and 91 of the Implementation Regulations on Enterprise Income Tax Law of the PRC, the following income of enterprises is tax exempt income:

 

(i) interest income from government bonds;

 

(ii) dividends, bonuses and other equity investment gains among eligible resident companies;

 

(iii) non-resident enterprises that have established establishments in China obtain dividends, dividends, and other equity investment income from resident enterprises that are actually in contact with the institution or site; and

 

(iv) income of qualified non-profit organizations.

 

The applicable tax rate for income obtained by non-resident enterprises is 20%. Corporate income tax on income earned by non-resident enterprises is levied at the rate of 10%. That is to say, general overseas companies transferring 10% of the corporate income tax shall be subject to the transfer of equity in Chinese enterprises or the dividend distribution of Chinese enterprises. However, if the non-resident enterprise is a resident enterprise belonging to a country or region that has signed a tax treaty or arrangement with China, it may enjoy preferential tax treaty provisions.

 

Small And Micro Enterprise Income Tax Preferential Policy

 

According to notice of the Ministry of Finance and the State Administration of Taxation No. 13 of 2022 (Abbreviated as CS (2022) No.13), No 13 of 2022((Abbreviated as CS (2022) No.13) (effective from January 1,2022 to December 31, 2024) on Further Implementing the Preferential Income Tax Policies for Micro and Small Enterprises and No. 6 of 2023 (Abbreviated as CS (2023) No.6) on Implementing the Inclusive Tax Deduction Policy for Small and Micro Enterprises issued by the Ministry of Finance and State Administration of Taxation, the annual taxable income of small and micro-profit enterprises shall not exceed RMB 1 million, the taxable income shall be included in the taxable income of 25% and the enterprise income tax shall be paid at the rate of 20%. For the portion exceeding RMB 1 million but not exceeding RMB 3 million, the amount of taxable income shall be included in the reduction of 50%, and the enterprise income tax shall be paid at the rate of 20%. These small-scale and low-profit enterprises refer to enterprises engaged in the national non-restricted and prohibited industries, and at the same time complying with the three conditions of annual taxable income of not more than RMB 3 million, the number of employees not exceeding 300 and the total assets not exceeding RMB 50 million. This notice is effective from January 1, 2019 to December 31, 2024.

 

 

According to notice of the Ministry of Finance and the State Administration of Taxation No. 12 of 2021 for small and low profit enterprises with annual taxable income not exceeding RMB 1 million, the enterprise income tax shall be halved on the basis of the preferential policies stipulated in Article 2 of the notice of CS (2019) No.13; that is, when the taxable income does not exceed 1 million yuan, the income tax shall be levied at the tax rate of 2.5%. The implementation period of this announcement is from January 1, 2021 to December 31, 2022.

 

PRC Withholding Tax

 

Foreign enterprises have no institutions or places in China, but have obtained profits, interest, rent, royalties and other income from China, or have established institutions or places, but the above-mentioned income has no actual connection with institutions and places. The amount of income is subject to withholding income tax. In accordance with the accrued method, the payer (payer) pays the tax on the proceeds (payments) to the beneficiary (the payee). The withholding income tax belongs to personal income tax or corporate income tax, but it is only a source of income tax control. It is a taxation of a personal income tax or corporate income tax.

 

In 2008, China began to impose a dividend withholding income tax on foreign-invested enterprises at a tax rate of 20%, generally levied at 10%. Hong Kong, Macao, Singapore, Seychelles and others have signed tax treaties with China or have special taxes. The preferential national tax rate for the countries in the arrangement is as low as 5%. Therefore, when a Hong Kong company affiliated to the group obtains the after-tax profits distributed by the mainland Chinese company it invests, the mainland Chinese company must withhold and pay 5% of the withholding income tax.

 

PRC Business Tax And Value-Added Tax (VAT)

 

On March 23, 2016, the Ministry of Finance and the State Administration of Taxation issued a circular on the Full Implementation of the Business Tax Levy of VAT Pilots. The circular indicates that since May 1, 2016, pilots for the change of business tax to VAT have been fully promoted throughout the country, and all business tax taxpayers, including our Company, were included in the scope of the pilot and were changed from paying business tax to paying VAT. According to notice No.36 (2016) issued by the Ministry of Finance and the State Administration of Taxation, the Comprehensive Project replaces Business Tax with Value-added Tax.

 

According to Article 1 of notice CS (2019) No. 13, VAT small-scale taxpayers with monthly sales not exceeding RMB 100,000 are exempt from VAT. The implementation date of this paper is from January 1, 2019 to December 31, 2021. According to the “Notice of the State Administration of Taxation on Issues Concerning the Exemption of Value-Added Tax for Small and Micro Enterprises” (State Administration of Taxation Announcement No. 52 of 2017, now abolished), from January 1, 2018 to December 31, 2020 sales of small-scale VAT taxpayers shall not exceed RMB 100,000 (tax payment of RMB 300,000 per quarter) and enjoy the preferential policy of exemption from VAT.

 

Announcement of the Ministry of Finance and the State Administration of Taxation No. 11 of 2021 repealed Article 1 of the notice of CS (2019) No. 13 and provides that, from April 1, 2021 to December 31, 2022, small-scale VAT taxpayers with monthly sales not exceeding RMB 150,000 are exempt from VAT.

 

 

To support novel coronavirus pneumonia prevention and control and to accelerate the resumption of work, the rate of small-scale VAT was reduced from 3% to 1% (Announcement on the value added tax policy of supporting individual industrial and commercial households to return to work—Announcement No.13, 2020 of the Ministry of Finance and the State Administration of Taxation). This preferential tax rate will be in effect until December 31, 2021 (Announcement No.7, 2021). Further, in accordance with The Announcement of Ministry of Finance and State Taxation Administration on Exemption of VAT for VAT Small-scale Taxpayer (No. 15, 2022), effective from April 1, 2022 to December 31 2022, VAT small-scale taxpayers, regardless of monthly sales, are exempt from VAT but are subject to a 3% tax rate for assessable income.

 

In accordance with the announcement of the Tax Bureau of the Ministry of Finance (No.1, 2023) on defining the policies of reducing or exempting the VAT for small-scale taxpayers, from January 1, 2023 to December 31, 2023, the VAT will be exempted for monthly sales below RMB 100,000 (inclusive) and quarterly sales below RMB 300,000, and VAT will be levied at a reduced rate of 1% for small-scale VAT payers applying a 3% levy rate.

 

Currently, of all the Company’s Subsidiaries, with the exception of SDYL and HEMC, which is a general taxpayer and subject to a VAT rate of 6%, are small-scale taxpayers and subject to a VAT rate of 3%.

 

Licenses

 

Our operations in the PRC are governed by PRC laws and regulations. We are required to obtain various operating licenses and permits for our business operations in China; failure to comply with these requirements may materially adversely affect our business, results of operations and financial condition. We believe our PRC subsidiaries have obtained the requisite licenses and permits from the PRC government authorities for our business operations in China.

 

The following table provides details of the licenses and permissions held by our subsidiaries in China:

 

Company		Licenses and Permissions		License Issuers		Term of Validity
Huahui (Shenzhen) Education Management Co., Limited (“HEMC”)		Business License		ShenZhen Administration For Market Regulation		no fixed term
Shenzhen Huahui Shangxing Education Consulting Co., Limited (“HSEC”)		Business License		ShenZhen Administration For Market Regulation		no fixed term
Zhongdehui (Shenzhen) Education Development Co., Limited (“ZDSE”)		Business License		ShenZhen Administration For Market Regulation		no fixed term
Huahui (Shenzhen) Education Technology Co., Ltd (“HETC”)		Business License		ShenZhen Administration For Market Regulation		no fixed term
Huahui Jinming (Shenzhen) Education Technology Co., Limited (“JMET”)		Business License		ShenZhen Administration For Market Regulation		no fixed term
Shenzhen Huahui Media Technology Co., Ltd.(“HHMT”)		Business License		ShenZhen Administration For Market Regulation		no fixed term
Zhongdehui (Guangzhou) Education Consulting Co., Limited (“GZZDH”)		Business License		State Administration For Market Regulation		no fixed term
Zhongdehui (Shenyang) Education Consulting Co., Limited (“SYZDH”)		Business License		State Administration For Market Regulation		to no fixed term
Shenzhen Jiarui Media Co.,Limited(SJMC)		Business License		ShenZhen Administration For Market Regulation		no fixed term
Shangdong Yuli Big Data Technology Co., Limited (SDYL)		Business License		State Administration For Market Regulation		no fixed term

 

 

Item 4A. Unresolved Staff Comments

 

Not Applicable

 

Item 5. Operating and Financial Review and Prospects

 

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes to Consolidated Financial Statements included elsewhere in this Annual Report.

 

Overview

 

Our primary business operations are provided through ZDSE, HMTC and SDLY. HMTC, is engaged in several areas related to business planning and event planning and production. HEMC is engaged in providing consulting services for entrepreneurs, staff training and introduction services for investors and government. JEMT started operation in June 2022, holding training courses for individuals and enterprises to improve their professional and management skills. For the year ended December 31, 2023, the Company derived approximately 29.6% of its revenue from ZDSE, 40.2% from HHMT, 13.3% from SDYL, 9.6% from HEMC and the remaining 7.3% from JEMT. Other Subsidiaries are either new or with minimal operations.

 

Our Primary Business

 

Through ZDSE, we engage in providing executive coaching services in the PRC. We are striving to become the leader in executive business coaching services by guiding and transforming our clients’ organizations into the future: into organizations that are highly motivated with a productive workforce, streamlined processes, automated workflows, cost savings and a solid path towards continuous innovations. The unique orientation of our Company’s programs, including its holistic aspects, the quality of its coaches, personalized atmosphere and individualization of programs sets it apart from its competition.

 

ZDSE strives to be a sustainable and dynamic foundation to any organization by providing career development and learning opportunities to enhance workforce agility and improve employer brand. Through our modules, we deliver actionable solutions to real life business challenges across many facets of an organization, including people, technology, data and finances. Our strategic leadership and transformational insights, obtained through years of our coaches’ experience and our research and data, result in providing our clients with thoughtful, practical guidance and recommendations.

 

HMTC, is engaged in several areas related to business planning and event planning and production. HEMC, is engaged in providing consulting services for entrepreneurs, staff training and introduction services for investors and government.

 

JEMT is holding training courses for individuals and enterprises to improve their professional and management skills.

 

 

SDLY is engaged in the provision of human resource (“HR”) services.

 

Huahui (Huaian) Education Equipment Co., Limited(HHHA) and Huahui (Nancheng) Education Equipment Co., Limited(HHNC) are focusing on providing precise products and services such as education equipment and facilities, smart teaching solutions, and digital transformation, developing a one-stop smart platform with new products, new technologies, and new applications to help to make a high-quality progress of the education industry. The Company is making an effort to improve the sustainable development capability and strategy

 

Financial Impact of COVID-19

 

Beginning in January 2020, the emergence and wide spread of COVID-19 resulted in quarantines, travel restrictions and the temporary closure of businesses in China and elsewhere. In late July 2021, the Delta variant of COVID-19 resurged in several provinces across China and the Omicron variant of COVID-19 was detected. This resulted in the complete lockdown of Shanghai. In March 2022, sudden outbreaks of many COVID-19 variants continued to occur in Guangzhou, Shenyang, Shenzhen, etc. Consequently, the COVID-19 outbreak and its continuous resurgences together with governmental sanctions has deeply affected our business operations, financial condition and operating results. In Dec. 2022, the Chinese government abruptly declared an overall openness for the anti-epidemic policy against COVID-19 which no longer restrains social mobility. We are expecting an improvement in economic growth in China in 2024.

 

Going Concern Uncertainties

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

 

From 2019 until the year ended December 31, 2023 when we recorded net lossed of $12,669. As of December 31, 2023, we had an accumulated deficit of $509,717. Management believes these factors raise substantial doubt about our ability to continue as a going concern for the next twelve months. The continuation of our company as a going concern through the next twelve months is dependent upon (1) the continued financial support from our stockholders or external financing. Management believes that our existing stockholders will provide the additional cash to meet our obligations as they become due, and (2) that we will be able to implement our business plan to expand our company’s operations and generate sufficient revenues to meet our obligations. While we believe in the viability of our strategy to increase sales volume and in our ability to raise additional funds, there can be no assurance to that effect, nor that our company will be successful in securing sufficient funds to sustain the operations.

 

These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for our company to continue as a going concern.

 

Critical Accounting Policies and Estimates

 

We prepare our financial statements in conformity with U.S. GAAP, which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared. On a regular basis, we review our accounting policies and how they are applied and disclosed in our condensed financial statements. Actual results could differ from those estimates made by management.

 

We believe that of our significant accounting policies, which are described in note 2 to our consolidated financial statements, the following accounting policies involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our financial condition and results of operations.

 

 

Revenue Recognition

 

Revenue is generated through the delivery of services. Revenue is recognized when a client receives services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with clients. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount:

 

	(i)	identification of the services in the contract;
	(ii)	determination of whether the services are performance obligations, including whether they are distinct in the context of the contract;
	(iii)	measurement of the transaction price, including the constraint on variable consideration;
	(iv)	allocation of the transaction price to the performance obligations; and
	(v)	recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the client. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to clients at a point in time, typically upon delivery.

 

For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.

 

We operate in four business segments

 

(i) Coaching service derived from ZDSE. This segment has a second business unit which commenced business operations in June 2022, involved in the training of individuals and enterprises.

 

(ii) Conference and exhibition planning service revenue derived from HHMT, which was established in August 2020.

 

(iii) Consulting service revenue derived from HEMC, which commenced business operations in the second half of 2020.

 

(iv) Human resources service revenue derived from SDYL, which commenced business operations in the second half of 2020.

 

You mention other businesses in the business section!!!!

 

Concentration of Credit Risk

 

Financial instruments that potentially expose our company to significant concentration of credit risk consist primarily of cash and cash equivalents. As of December 31, 2023, substantially all of the Company’s cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality.

 

Accounts receivable represent tuition fees due from customers, which are typically collected within a short period of time. Other receivables are mainly consist of a short-term loan to a third party, Dongguan Anxiang Technology Co., Ltd., and rental and utilities deposits which are fully refundable.

 

We did not have any clients accounting for 10% or more of our net revenues for the year ended December 31, 2023.

 

Recently Issued Accounting Pronouncements Not Yet Adopted

 

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements.” This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after January 1, 2023, including interim periods within those fiscal years. All entities may adopt the amendments in this update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated financial statements.

 

We review new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on our company’s financial statements.

 

Results of Operations

 

The following discussion should be read in conjunction with the financial statements included in this annual report.

 

For the Year Ended December 31, 2023 Compared to the Year Ended December 31 2022

 

Net revenue for the year ended December 31, 2023 was $1,371,122 compared to $1,106,349 for the year ended December 31, 2022, an increase of $264,773 or 24%.

 

Education and training revenue for the year ended December 31, 2023 was $505,272 compared to $796,257 for the year ended December 31, 2022, a decrease of $290,985 or 36%. The main reason for the reduction is that COVID-19 restrictions were fully lifted in China in January 2023, giving rise to the outbreak of COVID-19 all over China. As a result, our regular services experienced a halt of three months in the first half of 2023.  

 

Exhibition planning service revenue for the year ended December 31, 2023 was $551,424 compared to $292,273 for the year ended December 31, 2022, an increase of $259,151 or 88%. The main reason for the growth is that

after the COVID-19 restrictions were fully lifted in China in January 2023, the product and service structure was optimized, increasing the prices and attracting new customers.

 

Consulting service revenue for the year ended December 31, 2023 was $132,124 compared to $17,698 for the year ended December 31, 2022, an increase of $114,426 or 646%. The main reason for the growth is that after the COVID-19 restrictions were fully lifted in China in January 2023, we experienced, an increased demand for such services.

 

Human resources outsourcing service revenue generated by SDYL which commenced business operations in May 2022, for the year ended December 31, 2023 was $182,302 compared to $121 for the year ended December 31, 2022, an increase of $182,181 or 1505%. The main reason for the growth is that after the COVID-19 restrictions were fully lifted in China in January 2023, we experienced a an increased demand for such ser

 

Cost of Revenue

 

Cost of revenue  for the year ended December 31, 2023 was $252,699 compared to $268,408 for the year ended December 31, 2022, a decrease of $15,709, or 6%. Cost of revenue consists of Salary and welfare, Depreciation and amortization, Travel and accommodations, Equipment rental fee, Consulting service fee and others. The labor costs decreased, which were mainly ascribed to reduction of GZZDH staff. It is mainly due to the decrease in operating income of GZZDH, so the cost is also reduced

 

 

		For the Year Ended Dec 31, 2023								For the Year Ended Dec 31, 2022
		Amount (US$)				% of Total				Amount (US$)				% of Total
Cost of revenue:
Salary and welfare		$	38,190				15	%		$	112,474				42	%
Depreciation and amortization			1,478				1	%			802				1	%
Travel and accommodations			11,873				5	%			10,237				4	%
Equipment rental fee			178,431				70	%			76,166				28	%
Consulting service fee			19,893				8	%			54,819				20	%
Other			2,834				1	%			13,910				5	%
Total cost of revenue		$	252,699				100	%		$	268,408				100	%

 

Gross profit

 

Gross profit for the year ended December 31, 2023 was $1,118,423 compared with $837,941 for the year ended December 31, 2022. an increase of $280,482, or 33%, primarily   as a result of the increase in revenues.

 

Operating Expenses

 

By far the most significant component of our operating expenses for the two years ended December 31, 2023 and 2022 were general and administrative expenses of $1,086,313 and $1,094,261, respectively. The following table sets forth the main components of our general and administrative expenses for the years ended December 31, 2023 and 2022.

 

		For the year ended December 31, 2023								For the year ended December 31, 2022
		Amount (US$)				% of Total				Amount (US$)				% of Total
General and administrative expense:
Salary and welfare		$	547,968				49	%		$	653,064				60	%
Depreciation and amortization			5,269				1	%			13,838				1	%
Travel and accommodations			32,187				3	%			21,568				2	%
Rental expenses			310,577				29	%			248,628				23	%
Office expenses			50,341				6	%			31,317				3	%
Legal and professional fees			64,822				6	%			76,139				7	%
Audit Fee			18,500				2	%			16,000				1	%
Other			56,649				4	%			33,707				3	%
Total general and administrative expenses		$	1,086,313				100	%		$	1,094,261				100	%

 

 

Net income

 

Net loss for the year ended December 31, 2023 was $12,669 compared with a net loss of $283,276 for the same period of 2022.

 

Liquidity and Capital Resources

 

Historically, we have met our working capital and other liquidity requirements primarily through a combination of cash generated from our operations and loans from related parties.

 

Our principal sources of liquidity have been cash generated from operating activities, loans from related parties and funds raised from financing activities. At December 31, 2023, we had approximately $298,437 in cash and a working capital deficit of $982,841   compared to cash of $84,487 and a working capital deficit of $666,472 at December 31, 2022. With working capital deficit increase of $316,369, Since the office was moved due to operational demand of the company, with a monthly rent of about RMB 190000 and a lease period of three years, current operational lease liabilities debt was increased. Our cash and cash equivalents consist primarily of bank deposits. As of December 31, 2023, 2022 and 2021, the balance of our borrowings from related parties were, $959,346, $704,980, and  674,537, respectively.

 

As of December 31, 2023, we had $3,098,739 in total liabilities, which was primarily comprised of amounts due to related parties ($959,346), non-current operating lease liabilities ($551,385), accounts payables, others payables and accruals ($606,045), deferred revenue ($465,178) and current operating lease liabilities ($513,967), as compared to $1,925,246 in total liabilities as of December 31, 2022, which was primarily comprised of amounts due to related parties ($704,980), non-current operating lease liabilities ($330,987), deferred revenue ($306,785),accounts payables, others payables and accruals ($367,736) and current operating lease liabilities ($214,758).

 

Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including but not limited to cash generated from our operations and loans from related if and as needed, and other equity and debt financings as and when appropriate.

 

We believe that our current cash and anticipated cash flow from operations, along with loans from related parties if and when needed, will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures, for at least the next 12 months.

 

Cash Flows

 

During the year ended December 31, 2023, $209,926 net cash was used in operating activities, compared to $128,165 used in operating activities in 2022. During the year ended December 31, 2023, $8,688 was used in investing activities, as compared to $3,369 used in investing activities in 2022, These funds were mainly used for the purchase of office equipment.

 

In 2023 $10,287 was provided by financing activities, as compared to $43,488 provided by financing activities in 202, which funds were principally loans from related parties.

 

The resulting change in cash for the year was an increase of $213,950 for 2023, as compared to a decrease of $100,109 for 2022. The cash and cash equivalents balance on January 1, 2022 was $84,487, and on December 31, 2023 it was $298,437.

 

 

Impact of Inflation

 

In accordance with the National Bureau of Statistics of China, the year-over-year percentage changes in the consumer price index for March 2019, 2020, 2021, 2022 and 2023 were 2.3%, 4.3%, 4.4%, 5.9% and 3% respectively. Inflation in China has not materially affected our profitability and operating results. However, we can provide no assurance that we will be unaffected by higher inflation rates in China in the future.

 

Taxation

 

As an exempt company limited by shares, we are not subject to taxation in the Cayman Islands on income arising in or derived from other jurisdictions. Currently, of all the Company’s Subsidiaries, with the exception of SDYL and HEMC, which is a general taxpayer and subject to a VAT rate of 6%, are small-scale taxpayers and subject to a VAT rate of 3%.

 

The corporate income tax rate in China is generally 25%; however, it may be as low as 5% to 10% for small and micro enterprises that meet certain conditions. Our income tax for the year ended December 31, 2022 was $14,925 and for the year ended December 31, 2023 it was $18,509.

 

Efforts by the Chinese government to increase tax revenues could result in decisions or interpretations of the tax laws by the Chinese tax authorities that are unfavorable to us and which increase our future tax liabilities or deny our expected refunds. Changes in Chinese tax laws or their interpretation or application may subject us to additional Chinese taxation in the future.

 

Dividends, if any, paid to any United States resident or citizen shareholder are treated as dividend income for United States federal income tax purposes. Such dividends are not eligible for the 50% dividends-received deduction allowed to United States corporations on dividends from a domestic corporation under Section 243 of the United States Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Various Internal Revenue Code provisions impose special taxes in certain circumstances on non-United States corporations and their shareholders. You are urged to consult your tax advisor with regard to such possibilities and your own tax situation.

 

In addition to United States federal income taxation, shareholders may be subject to state and local taxes upon their receipt of dividends.

 

Foreign Currency Exchange Rates

 

We are not materially affected by foreign currency exchange rates. However, it is difficult to predict how market forces, or PRC or U.S. government policy, might affect our operations. There remains significant international pressure on the PRC government to adopt a substantial liberalization of its currency policy, which could result in a further and more significant change in the value of the RMB against the U.S. dollar. Limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. So far, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we potentially may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited, and we may not be able to successfully hedge our exposure at all. Furthermore, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currency.

 

Item 6. Directors, Senior Management and Key Employees

 

The names, titles and ages of the members of the Company’s Board of Directors and its executive officers as of the date of this Annual Report are as set forth below. Our directors are elected annually and serve until their successors take office or until their death, resignation or removal. The executive officers serve at the pleasure of the Board of Directors.

 

Name		Age		Position
Shufang Zeng		48		President, Chief Executive Officer, Chairman of the Board and Secretary
Junze Zhang		52		Director
Zhongpeng Chen		53		Director
Liqin Liu		42		Chief Financial Officer

 

 

Ms. Shufang Zeng has served as the Company’s President, Chief Executive Officer, Secretary and Chairman of the Board since August 14, 2023. Prior to joining us, she worked as a managing director of Hua’an (SHENZHEN) Great Health Industry Management Co., Ltd, a Chinese company that operates in the healthy food and beauty products industry from September 2012 to June 2022. Prior to that, she was a community director of Fuhai Street Rentian Community Workstation of Bao’an District Shenzhen City from September 2012 to June 2022. Ms. Zeng obtained her associate degree in administrative management from Central Radio and Television University in 2013.

 

Mr. Junze Zhang has served as a director since July 2019. From July 2019 to August 2023, he served as President, Chief Executive Officer, Chief Financial Officer, Secretary and Chairman of the Board. He also served as Chief Financial Officer until May 19, 2020. Since May 1, 2018 he has been employed as General Manager of HEMC and since 2016, he has worked as a chairman in HGSL. He led and formulated the long-term development strategy for HGSL, while orchestrating internal and external changes. He also organized the company’s overall strategy, explored executive coaching market opportunities and led the innovation during the development of the company. From 1998 to 2016, Mr. Zhang served as the Chairman of Puning Fageer Clothing Co., Limited where he was responsible for the overall operation of the factory. Since 2010, Mr. Zhang has been a member of the Shenzhen Chaoshang Chamber of Commerce. From 2014 to 2018, Mr. Zhang was the VP of Shenzhen Longgang District Private Enterprise Chamber of Commerce and the Vice-President of the Shenzhen Longgang District Financial Chamber of Commerce. From 2018 to the present, Mr. Zhang has been the honorary chairman of the Shenzhen Longgang District Private Enterprise Chamber of Commerce. Mr. Zhang has been a directorof China Huiying United Supply Chain Group Co., Limited since January 2016 and a member of the Board of Directors of China Supply Chain Holdings Limited (FKA Yat Sing Holdings Limited), a Cayman Islands company that trades on the Hong Kong Stock Exchange, since December 2019. Mr. Zhang obtained a Bachelor’s degree in Economics & Management in 1996 from Sun Yat-sen University in Guangzhou.

 

Mr. Zhongpeng Chen became a director of the Company in November 2017. Mr. Chen has been associated with Shenzhen Hua Peng Fa Logistics Limited since 2006, and in 2017 he was appointed Chief Executive Officer, President, Secretary, Treasurer and Chairman of the Board of Directors of that company. He leads the development of the company’s strategy, adjusting that strategy according to changes in the internal and external environment. Moreover, he oversees the implementation of the company’s overall strategy, explores market opportunities and leads innovation and change within the company. From 1996 to 2006, Mr. Chen worked as a general manager in Shenzhen Peng Fa Freight Department. As a general manager, he was responsible for the overall operation of the factory. Mr. Chen obtained a Master’s degree in Business Administration in 2013 from the Graduate School of Tsinghua University in Shenzhen.

 

Ms. Liqin Liu has served as our Chief Financial Officer since December 2021. Prior to joining our company, Ms. Liu served as Chief Financial Officer for ZTE Group Finance Co., Limited from January 2018 to November 2021. From March 2014 to December 2017, she worked as Financial Director for Zhongxing Telecommunication Equipment Corporation and from October 2006 to March 2014, she served as Financial Director for the Shenzhen Branch of the Bank of Tokyo-Mitsubishi UFJ(China) Co., Ltd. Ms. Liu holds a Bachelor’s degree in Accounting from South China University of Technology and is a Certified Public Accountant.

 

Family Relationships

 

There are no family relationships among the directors or executive officers of either the Company or its subsidiaries.

 

 

Committees of the Board of Directors

 

The Company’s Board of Directors has not established any committees. The functions of the audit committee are currently performed by the Board of Directors, with assistance by outside experts and advisors. The Company is not currently subject to any law, rule or regulation requiring that it establish or maintain an audit committee. The Company believes that while its Board of Directors is capable of analyzing and evaluating financial statements and understanding internal controls and procedures for financial reporting, the Company would be well served to retain an independent director who would qualify as an “audit committee financial expert.” The Company’s Board of Directors intends at some point in the future to establish audit, nominating and compensation committees.

 

Compensation

 

The following table summarizes all compensation received by our directors and our Chief Executive Officer, President, Secretary and Chief Financial Officer in the years ended December 31, 2023, 2022 and 2021.

 

		Compensation Paid
Name and Principal Position		Year				Salary(1) ($)				Bonus ($)				Other Compensation(2) ($)
Shufang Zeng, President, CEO, Secretary and Director; General Manager of HEMC			2023				7,075				Nil				Nil
Junze Zhang, President, CEO, Secretary and Director; General Manager of HEMC			2021				19,535				Nil				3,358
			2022				25,025				Nil				4,291
			2023				23,770				Nil				3,942
Liqin Liu			2021				863				Nil				Nil
			2022				33,963				Nil				8,512
			2023				33,958				Nil				8,726

 

(1)	Expressed in U.S. Dollars based on the applicable average exchange rate as reported by xrates.com.
(2)	Consists of contribution to social insurance and housing funds.

 

 

We did not set aside or accrue any amounts to provide pension, retirement or similar benefits for directors and officers for the fiscal year ended December 31, 2023, other than contributions to our Provident Fund Plan as social insurance and housing provident fund, which aggregated $77,471 for all officers and directors as a group.

 

Stock Option Grants and Exercises

 

The Company has not issued any options or stock appreciation rights to any officers, employees or directors. Our directors and executive officers may receive share options at the discretion of our Board of Directors in the future.

 

Compensation of Directors

 

We do not have any agreements for compensating our directors for their services in their capacity as directors.

 

Employment Contracts

 

We have formal employment agreements with our key employees and with our executive officers.

 

Shufang Zeng and the Company entered into an employment agreement for an indefinite term commencing in August 2023. Under the agreement, Ms. Zeng is paid a monthly salary of RMB 2,360, and additional monthly payments of RMB 7,640 for an aggregate monthly amount of RMB 10,000. The agreement may be terminated by mutual consent of the parties.

 

Junze Zhang and the Company entered into an employment agreement for an indefinite term commencing in May 2018. Under the agreement, Mr. Zhang is paid a monthly salary of RMB 8,950, and additional monthly payments of RMB 5,050 for an aggregate monthly amount of RMB 14,000. Social insurance premiums and housing provident fund are paid by both the Company and Mr. Zhang. The agreement may be terminated by mutual consent of the parties.

 

Liqin Liu and the Company entered into an employment agreement that commenced on December 22, 2021 and will terminate on December 21, 2024. Under the agreement, Ms. Liu is paid a monthly salary of RMB 14,000 and she is eligible for a performance bonus of RMB 6,000 and a perfect attendance award of RMB 100. Social insurance premiums and housing provident fund are paid by both the Company and Ms. Liu.

 

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

Major shareholders

 

The following table sets forth the number of the Company’s Ordinary Shares beneficially owned as of September 17, 2024 by (i) those persons or groups known to beneficially own more than 5% of our Ordinary Shares; (ii) each executive officer and director; and (iv) all directors and executive officers as a group. The information is determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934. Under those rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire within 60 days of the date hereof, through the exercise or conversion of any stock option, convertible security, warrant or other right. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Except as indicated below, the stockholders listed possess sole voting and investment power with respect to their shares.

 

Name of Beneficial Owner		Ordinary Shares Beneficially Owned				Percent of Class(1)
Junze Zhang			30,000,000				9.91	%
Feier Co. Limited(2)			153,000,000				50.54	%
Meisi Co. Limited(3)			87,133,000				28.78	%
All executive officers and directors as a group (4 persons)			87,133,000				28.78	%

 

(1)	Based on 302,734,900 shares outstanding
(2)	Feier Co., Limited is a Seychelles company, which is wholly owned by Mr. Guiting Rao. All of the Ordinary Shares beneficially owned by Mr. Rao were acquired on July 3, 2019. Feier Co., Limited’s address is Oliaji Trade Centre, 1st Floor, Victoria, Mahe, Republic of Seychelles.
(3)	Meisi Co., Limited is a Seychelles company, which is wholly owned by Mr. Yuze Zhong. All of the Ordinary Shares beneficially owned by Mr. Zhong were acquired on July 3, 2019. Meisi Co., Limited’s address is Oliaji Trade Centre, 1st Floor, Victoria, Mahe, Republic of Seychelles.

 

 

There is no family relationship between Rao and Zhong.

 

There are no arrangements known to us that may at a subsequent date result in a change in control of the Company.

 

Significant Changes in the Ownership of Major Shareholders

 

Related Party Transactions

 

None.

 

Interests of Experts and Counsel

 

Not Applicable

 

Legal Proceedings

 

Not Applicable

 

 

ITEM 8. FINANCIAL INFORMATION

 

Financial Statements

 

Our Consolidated Financial Statements are set forth under Item 18. – “Financial Statements.”

 

ITEM 9. THE OFFER AND LISTING

 

Offer and Listing Details

 

Our shares were quoted on the OTCPINK under the symbol “HHEG.” However, the shares are not currently traded. The Company has filed a registration statement with the SEC under the Securities Act in order to register shares for resale that are currently held by shareholders of the Company in order for trading to occur in the future. There is no established public trading market for our shares, and there can be no assurance that a trading market will be developed and if developed that it will be sustained.

 

Of our 302,734,900 Ordinary Shares issued and outstanding as of March 18, 2024, 2,811,500 shares were held in the United States by five holders of record. We have 58 shareholders of record.

 

Transfer Agent

 

The transfer agent and registrar for the Ordinary Shares of the Company is V Stock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598; telephone: 212-828-8436, toll-free: 855-9VSTOCK; Facsimile: 646-536-3179.

 

ITEM 10. ADDITIONAL INFORMATION

 

Share Capital

 

We are a Cayman Islands exempted company with limited liability and our affairs are governed by our Memorandum and Articles of Association, the Companies Law (Revised) and the common law of the Cayman Islands, our corporate governance documents and rules and regulations of the stock exchange on which our shares are traded.

 

Our authorized capital is $50,000, consisting of 500,000,000 shares, $0.0001 par value per share. The Board of Directors has the right, in its absolute discretion and without approval of the existing shareholders, to issue shares, grant rights over existing shares or issue other securities in one or more series as it deems necessary and appropriate and to determine designations, powers, preferences, privileges and other rights, including dividend rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers and rights associated with the shares held by existing shareholders, at such times and on such other terms as it deems proper. No preferred shares have been issued.

 

As of the date of this Annual Report, there are 302,734,900 of our Ordinary Shares issued and outstanding, 300,000,000 of which were issued in July 2019 in consideration for 100% of the outstanding shares of HGSL pursuant to the Share Exchange. All shares are fully paid. We do not have any options to purchase shares or any preferred shares outstanding.

 

Memorandum and Articles of Association

 

We are registered in the Cayman Islands and have been assigned company number 346267 in the register of companies. Our registered office is Harneys Fiduciary, 3^rd Floor Harbour Place, 103 South Church Street, Grand Cayman, Cayman Islands, KY1-1002. The objects for which the Company was established are unrestricted and the Company has full power and authority to carry out any object that is not prohibited under Cayman Islands law as set forth in Paragraph 4 of our Memorandum of Association. As a Cayman Islands exempted company, we are (subject to certain qualifications) prohibited from trading in the Cayman Islands with any person, firm or corporation except in furtherance of our business carried on outside the Cayman Islands, owning land in the Cayman Islands and making any invitation to the public in the Cayman Islands to subscribe for any of our shares or debentures. We do not believe that these restrictions materially affect our operations.

 

 

Objects of the Company

 

Under our Memorandum and Articles of Association, the objects of our Company are unrestricted and we have the full power and authority to carry out any object not prohibited by the law of the Cayman Islands.

 

Powers of Directors

 

Paragraph 107 of our Articles of Association (our “Articles”) provides that a director who is in any way, whether directly or indirectly, interested in a contract or a proposed contract with the Company shall declare the nature of his interest at a meeting of the directors or by general notice to the directors. The director may vote in respect of the contract or arrangement notwithstanding his interest therein and his vote shall be counted, and he may be counted in the quorum at any meeting at which the contract or arrangement is considered. Paragraph 86 of the Articles allows the directors to vote compensation to themselves in respect of services rendered to the Company. Paragraph 98 of the Articles provides that the directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertakings and property or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party. Such borrowing powers can be altered by an amendment to the Articles. There is no provision in the Articles for the mandatory retirement of directors. Paragraph 85 of the Articles provides that directors are not required to own shares of the Company in order to serve as directors.

 

Our Ordinary Shares

 

Our authorized share capital is $50,000, divided into 500,000,000 shares, $0.0001 par value. Holders of our Ordinary Shares are entitled to one vote for each whole share on all matters to be voted upon by shareholders, including the election of directors. Holders of our Ordinary Shares do not have cumulative voting rights in the election of directors. All of our fully paid Ordinary Shares are equal to each other with respect to dividend rights. Holders of our Ordinary Shares are entitled to receive dividends if and when declared by our Board of Directors out of funds legally available therefor under Cayman Islands law. In the event of our liquidation, the liquidator will, after having discharged the debts, if any, of the Company, divide among the shareholders on a pari passu basis, in specie or in kind, the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid. Holders of our Ordinary Shares have no preemptive rights to purchase any additional unissued Ordinary Shares. No preferred shares have been issued; however, the Board of Directors has the ability to determine the rights, preferences and restrictions of preferred shares at their discretion.

 

Paragraph 8 of the Articles provides that the powers, preferences and relative, participating, optional and other special rights of each series of preferred shares, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

 

Amendments

 

Paragraph 153 of the Articles provides that our Memorandum and Articles of Association may be amended by a special resolution of members. A special resolution requires passage by a majority of not less than two-thirds of the shareholders entitled to vote on the matter, in person or, where proxies are allowed, by proxy at a general meeting of the Company or in writing by all of the shareholders entitled to vote.

 

General Meetings

 

Provisions in respect of the holding of annual general meetings and extraordinary general meetings are set out in Paragraphs 55 through 69 of the Articles and under the Companies Law (Revised) of the Cayman Islands. The directors may convene meetings of the members at such times and in such manner and places as the directors consider necessary or desirable, and they shall convene such a meeting upon the written request of members holding not less than one-third of the share capital of the Company as at that date carries the right to vote at general meetings of the Company.

 

Limitations on Right to Own Shares

 

Cayman Islands law and our Memorandum and Articles of Association impose no limitations on the right of nonresident or foreign owners to hold or vote our securities. There are no provisions in the Memorandum and Articles of Association governing the ownership threshold above which shareholder ownership must be disclosed.

 

 

Anti-Takeover Provisions

 

Some provisions of our Articles may discourage, delay or prevent a change of control of our Company or management that shareholders may consider favorable, including provisions that:

 

	●	authorize our Board of Directors to issue preferred shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preferred shares without any further vote or action by our shareholders (subject to variation of rights of shares provisions in our Memorandum and Articles of Association); and
	●	limit the ability of shareholders to requisition and convene general meetings of shareholders. Our Memorandum and Articles of Association allow our shareholders holding shares representing in aggregate not less than one-third of our share capital as carries the right to vote to requisition an extraordinary general meeting of our shareholders, in which case our directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting.

 

However, under Cayman Islands law, our directors may only exercise the rights and powers granted to them under our Memorandum and Articles of Association for a proper purpose and for what they believe in good faith to be in the best interests of our Company.

Issuance of Additional Shares

 

Paragraph 6 of our Articles authorize our Board of Directors to issue additional Ordinary Shares from time to time as our Board of Directors shall determine, to the extent there are available authorized but unissued shares.

 

Paragraph 7 of our Articles also authorizes our Board of Directors to establish from time to time one or more series of preferred shares and to determine, subject to compliance with the variation of rights of shares provision in the Articles, with respect to any series of preferred shares, the terms and rights of that series, including:

 

	●	the designation of the series;
	●	the number of shares of the series;
	●	the dividend rights, dividend rates, conversion rights and voting rights; and
	●	the rights and terms of redemption and liquidation preferences.

 

Our Board of Directors may issue preferred shares without action by our shareholders to the extent there are authorized but unissued shares available. Issuance of additional shares may dilute the voting power of holders of our Ordinary Shares. However, no shares may be issued in excess of the authorized share capital specified in our Memorandum of Association and to the extent the rights attached to any class may be varied, the Company must comply with the provisions in our Articles relating to variations in rights of shares.

 

Material Contracts

 

Not applicable

 

Exchange Restrictions

 

The government of the PRC imposes restrictions on the convertibility of the RMB and the collection and use of foreign currencies by Chinese entities. Under the current regulations, the RMB can be freely exchanged in current account transactions, including dividend distribution, interest payments and import and export of goods and services. However, the conversion of RMB into foreign currency and the conversion of foreign currency into RMB for capital account transactions, such as direct investment, securities investment and loans, generally require prior approval from the SAFE.

 

According to the current PRC regulations, foreign-invested enterprises, such as our subsidiaries in China, must apply for a Foreign Exchange Registration Certificate for Foreign-Invested Enterprise. With such a certificate, a foreign-invested enterprise may open foreign exchange bank accounts with banks authorized by SAFE to conduct foreign exchange business and may purchase, sell and remit foreign exchange through such banks, subject to documentation and approval requirements. Foreign-invested enterprises are required to open and maintain separate foreign exchange accounts for capital account transactions and current accounts. In addition, there are restrictions on the amount of foreign currency that foreign-invested enterprises can retain in such accounts.

 

There are no exchange control regulations or currency restrictions in the Cayman Islands.

 

 

Taxation

 

No reciprocal tax treaty regarding withholding exists between the United States and the Cayman Islands. Under current Cayman Islands law, dividends, interest or royalties paid by us to individuals are not subject to tax. If we were to pay a dividend, we would not be liable to withhold any tax, but shareholders would receive gross dividends, if any, irrespective of their residential or national status.

 

Dividends, if any, paid to any United States resident or citizen shareholder are treated as dividend income for United States federal income tax purposes. Such dividends are not eligible for the 50% dividends-received deduction allowed to United States corporations on dividends from a domestic corporation under Section 243 of the Internal Revenue Code. Various Internal Revenue Code provisions impose special taxes in certain circumstances on non-United States corporations and their shareholders. You are urged to consult your tax advisor with regard to such possibilities and your own tax situation.

 

A foreign corporation will be treated as a passive foreign investment company (“PFIC”) for United States federal income tax purposes if, after applying relevant look-through rules with respect to the income and assets of subsidiaries, 75% or more of its gross income consists of certain types of passive income or 50% or more of the gross value of its assets is attributable to assets that produce passive income or are held for the production of passive income. For this purpose, passive income generally includes dividends, interest, royalties, rents (other than rents and royalties derived in the active conduct of a trade or business), annuities and gains from assets that produce passive income. We presently believe that we are not a PFIC and do not anticipate becoming a PFIC. This is, however, a factual determination made on an annual basis and is subject to change. If we were to be classified as a PFIC in any taxable year, (i) United States holders would generally be required to treat any gain on sales of our shares held by them as ordinary income and to pay an interest charge on the value of the deferral of their United States federal income tax attributable to such gain; and (ii) distributions paid by us to our United States holders could also be subject to an interest charge. In addition, we would not provide information to our United States holders that would enable them to make a “qualified electing fund” election under which, generally, in lieu of the foregoing treatment, our earnings would be currently included in their United States federal income.

 

In addition to United States federal income taxation, shareholders may be subject to state and local taxes upon their receipt of dividends. Further, non-U.S. shareholders may be subject to taxation upon their receipt of dividends in their tax jurisdiction.

 

Documents on Display

 

We are subject to certain of the reporting requirements of the Exchange Act as applicable to “foreign private issuers” as defined in Rule 3b-4 under the Exchange Act. As a foreign private issuer, we are exempt from certain provisions of the Exchange Act. Accordingly, our proxy solicitations are not subject to the disclosure and procedural requirements of Regulation 14A under the Exchange Act, and transactions in our equity securities by our officers and directors are exempt from reporting and the “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file quarterly reports and financial statements. However, we file with the SEC an annual report on Form 20-F containing financial statements audited by an independent accounting firm. We also submit to the SEC reports on Form 6-K containing (among other things) press releases and unaudited financial information. We post our annual report on Form 20-F on our website promptly following the filing of our annual report with the SEC. The information on our website is not incorporated by reference into this annual report.

 

The SEC maintains an Internet website that contains reports and other information about issuers like us that file electronically with the SEC. The address of that website is www.sec.gov. We make our reports available on our internet website, free of charge, as soon as reasonably practicable after such material is electronically filed with the SEC.

 

 

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Interest Rate Risk

 

The Company is currently not subject to significant interest rate risk due to its lack of outstanding loans or large deposit accounts.

 

Foreign Currency Exchange Rates

 

The Chinese government’s control over the convertibility of the Ren Min Bi (RMB) may affect the value of your investment. The Chinese government regulates the exchange of foreign currency into RMB. In some cases, it also controls the remittances to China. Most of our income is charged in RMB, and the shortage of available foreign currency may limit our ability to pay dividends (if any) or other payments, or otherwise pay off foreign currency denominated debts (if any). According to China’s current foreign exchange regulations, current account items (including profit distribution, interest payments and trade-related transaction expenses) can be paid in foreign currency in accordance with certain procedures without prior approval from the State Administration of Foreign Exchange. When converting RMB into foreign currency and remitting it to China to pay for capital expenditures such as foreign currency loan repayments, it is necessary to obtain approval from relevant government departments.

 

We are exposed to foreign exchange risk, which can adversely affect our business and investor investments. As China faces international pressure to allow for a more flexible RMB exchange rate, China’s and overseas economic conditions and financial market development, and China’s international balance of payments, the Chinese government has decided to further reform the RMB exchange rate system and increase the flexibility of the RMB exchange rate. Any appreciation or depreciation of RMB or other foreign currency that our operations face will affect our business in different ways. In such circumstances, our business, financial condition, results of operations and development prospects may be materially and adversely affected.

 

item 12. description of securities other than equity securities

 

Not applicable

 

 

PART II

 

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

 

None.

 

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

 

None.

 

ITEM 15. 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) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits 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 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.

 

As of the end of the period covered by this Annual Report, our Chief Executive Officer and Principal Accounting Officer (the “Certifying Officers”), conducted an evaluation of our disclosure controls and procedures. Based on this evaluation, the Certifying Officers concluded that our disclosure controls and procedures were not effective to ensure that material information is recorded, processed, summarized and reported by our management on a timely basis in order to comply with our disclosure obligations under the Exchange Act and the rules and regulations promulgated thereunder.

 

Management’s Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

 

A material weakness is a deficiency, or 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. In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2023, management determined that there were control deficiencies that constituted material weaknesses, as described below.

 

	●	The Company does not have a financial expert on U.S. GAAP in top management;
	●	The Company does not have an audit committee; and
	●	The Company does not have standard procedures for all accounting cycles.

 

Accordingly, management concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

 

As a result of the material weaknesses described above, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2023 based on criteria established in Internal Control- Integrated Framework issued by COSO.

 

Changes in Internal Control over Financial Reporting

 

During the period ended December 31, 2023, there was no change in our company’s internal control over financial reporting period covered by this Report that has materially affected, is reasonably likely to materially affect, our company’s internal control over financial reporting.

 

 

ITEM 16. RESERVED

 

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

 

The Company does not currently have an audit committee.

 

ITEM 16B. CODE OF ETHICS

 

Due to our size, limited number of employees, the fact that we presently have only three directors and two executive officers and are still in the development stage of our operations, the Company has not yet adopted a Code of Ethics which applies to our directors, officers, employees and representatives. We intend to adopt a code of ethics in the future when and if our circumstances warrant.

 

Item 16C. Principal Accountant Fees and Services

 

Audit Fees

 

The following are the fees billed to us by our auditors during the fiscal years ended December 31, 2023 and December 31, 2022:

 

		Fiscal Year Ended December 31, 2023				Fiscal Year Ended December 31, 2022
Audit Fees		$	18,500			$	16,000
Audit Related Fees			-				-
Tax Fees			-				-
All Other Fees			-				-
Total		$	18,500			$	16,000

 

Audit Fees consist of the aggregate fees billed for professional services rendered for the audit of our annual financial statements and the reviews of the financial statements included in our Forms 6-K and for any other services that were normally provided by our independent auditor in connection with our statutory and regulatory filings or engagements.

 

Audit Related Fees consist of the aggregate fees billed for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of our financial statements and were not otherwise included in Audit Fees.

 

Tax Fees consist of the aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning. Included in such Tax Fees are fees for preparation of our tax returns and consultancy and advice on other tax planning matters.

 

All Other Fees consist of the aggregate fees billed for products and services provided by our independent auditor and not otherwise included in Audit Fees, Audit Related Fees or Tax Fees. Included in such Other Fees would be fees for services rendered by our independent auditor in connection with any private and public offerings conducted during such periods.

 

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

 

The Company’s shares are not listed on an exchange.

 

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

 

None

 

ITEM 16F. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANTS.

 

None

 

ITEM 16G. CORPORATE GOVERNANCE.

 

Not applicable

 

ITEM 16H. MINE SAFETY DISCLOSURE.

 

Not applicable

 

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 

Not applicable

 

 

ITEM16J. INSIDER TRADING POICIES

 

Pursuant to applicable SEC transition guidance, the disclosure required by Item 16J will only be applicable to our company from the fiscal year ending on December 31, 2024.

 

ITEM16K. CYBERSECURITY

 

Cybersecurity Risk Management and Strategy

 

Our Board recognizes the critical importance of maintaining the availability of our data and computer systems, which is essential to our maintaining the trust and confidence of our business partners and employees. Our Audit Committee is responsible for reviewing our policies with respect to cybersecurity risks and relevant contingent liabilities and risks that may be material to the Company, including risks from third parties and business partners.

 

We generally seek to address cybersecurity risks by implementing security measures on our internal computer systems. These security measures include firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are periodically evaluated by our management. Our management has primary responsibility for our overall cybersecurity risk management and supervises our internal information technology personnel. Our management is responsible for assessing and managing our material risks from cybersecurity threats.

 

The risk assessment occurs on an ongoing basis, or as business needs change, and covers identification of risks that could act against the company’s objectives as well as specific risks related to a compromise to the security of data.

 

As of the date of this report, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.”

 

 

PART III

 

ITEM 17. FINANCIAL STATEMENTS

 

Not applicable

 

ITEM 18. FINANCIAL STATEMENTS

 

The following Financial Statements are filed as part of this Annual Report:

 

Financial Statements of Huahui Education Group Limited for the years ended December 31, 2023 and 2022

 

Contents		Pages
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2023 and 2022		F-3
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2023 and 2022		F-4
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022		F-6
Notes to Consolidated Financial Statements		F-7 to F-24

 

Item 19. Exhibits

 

12.1		Certification of Officer Pursuant to Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2		Certification of Officer Pursuant to Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1		Certification Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2		Certification Pursuant to 18 U.S.C. 1350, as adopted 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)

 

 

SIGNATURE

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.

 

		HUAHUI EDUCATION GROUP LIMITED
Dated: September 17, 2024		/s/ Shufang Zeng
		Shufang Zeng, Chairman, President and Chief Executive Officer
Dated: September 17, 2024		/s/ Liqin Liu
		Liqin Liu, Chief Financial and Accounting Officer

 

 

HUAHUI EDUCATION GROUP LIMITED

 

CONSOLIDATED FINANCIAL STATEMENTS

 

FOR THE YEARS ENDED

 

DECEMBER 31, 2023 AND 2022

 

INDEX

 

		Pages
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2023 and 2022		F-3
Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the years ended December 31, 2023 and 2022		F-4
Consolidated Statements of Changes in Equity (Deficit) for the years ended December 31, 2023 and 2022		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022		F-6
Notes to Consolidated Financial Statements for the years ended December 31, 2023 and 2022		F-7 – F-22

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of Huahui Education Group Limited:

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheet of Huahui Education Group Limited together with its subsidiaries (“the Company”) as of December 31, 2023 and 2022, and the related consolidated statements of Income (loss) and comprehensive Income (loss), stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 

Emphasis of Matter

 

Going Concern Uncertainty

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company incurred losses from operations, has net current liabilities, accumulated deficits and net cash used in operating activities that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matters

 

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

 

/s/ Pan-China Singapore PAC (6255)

We have served as the Company’s auditor since 2018.

 

Singapore

September 17, 2024

 

 

HUAHUI EDUCATION GROUP LIMITED

CONSOLIDATED BALANCE SHEETS

(In U.S. Dollars, except share data or otherwise stated)

AS OF DECEMBER 31, 2023 AND 2022

 

		DEC 31, 2023				DEC 31, 2022
ASSETS
Current assets:
Cash and cash equivalents			298,437				84,487
Accounts receivable			557,863				458,896
Other receivables			408,125				383,349
Related party receivable			245,497				-
Prepaid expenses and other current assets			54,591				1,055
Total current assets			1,564,513				927,787
Non-current assets:
Leasehold improvements and equipment, net			16,599				16,371
Operating lease right-of-use assets			1,065,352				545,745
Total non-current assets			1,081,951				562,116
Total assets			2,646,464				1,489,903
LIABILITIES AND EQUITY
Current liabilities:
Deferred revenue			465,178				306,785
Accounts payable, other payables and accruals			606,045				367,736
Short-term bank borrowings			2,818				-
Current operating lease liabilities			513,967				214,758
Amount due to related parties			959,346				704,980
Total current liabilities			2,547,354				1,594,259
Non-current liabilities:
Non-current operating lease liabilities			551,385				330,987
Total non-current liabilities			551,385				330,987
Total liabilities			3,098,739				1,925,246
Shareholder’s Equity (deficit)
Share capital ($0.0001 par value, 302,734,900 shares issued and outstanding for the year ended December 31, 2023 and 2022)			30,273				30,273
Additional paid-in capital			(1,140	)			(1,140	)
Foreign currency translation reserve			5,588				9,851
Accumulated deficit			(509,717	)			(472,503	)
Total Equity attributable to owners of the capital stock of the parent			(474,996	)			(433,519	)
Non-controlling interest			22,721				(1,824	)
Total equity			(452,275	)			(435,343	)
Total liabilities and equity			2,646,464				1,489,903

 

The accompanying notes are an integral part of the financial statements.

 

 

HUAHUI EDUCATION GROUP LIMITED

CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE

INCOME (LOSS)

(In U.S. Dollars, except share data or otherwise stated)

 

		2023				2022
		For The Year EndedDecember 31,
		2023				2022
Revenue			1,371,122				1,106,349
Cost of Revenue			(252,699	)			(268,408	)
Gross profit			1,118,423				837,941
Selling and marketing expenses			(29,002	)			(9,466	)
General and administrative expenses			(1,086,313	)			(1,094,261	)
Operating profit/loss			3,108				(265,786	)
Other income(expenses), net			2,732				(2,565	)
Loss before income taxes			5,840				(268,351	)
Income tax expenses (benefits)			(18,509	)			(14,925	)
Net loss			(12,669	)			(283,276	)
Foreign currency translation differences			(4,263	)			(23,604	)
Total comprehensive loss for the years			(16,932	)			(306,880	)
Owners of the Company			(37,214	)			(281,452	)
Non-controlling interest			24,545				(1,824	)
Basic and diluted loss per ordinary share			(0.00	)			(0.00	)
Weighted average number of shares outstanding-Basic and diluted			302,734,900				302,734,900

 

The accompanying notes are an integral part of the financial statements

 

 

HUAHUI EDUCATION GROUP LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)

(In U.S. Dollars, except share data or otherwise stated)

 

		Share Capital				Capital Reserve				Foreign Currency Translation Reserve				Accumulated losses				Non- controlling interest				Total Equity (Deficit)
Balance at January 1, 2022			30,273				(1,140	)			33,455				(191,051	)			-				(128,463	)
Loss for the year			-				-				-				(281,452	)			(1,824	)			(283,276	)
Foreign currency translation loss											(23,604	)							-				(23,604	)
Balance at December 31, 2022			30,273				(1,140	)			9,851				(472,503	)			(1,824	)			(435,343	)
Balance at January 1, 2023			30,273				(1,140	)			9,851				(472,503	)			(1,824	)			(435,343	)
Balance			30,273				(1,140	)			9,851				(472,503	)			(1,824	)			(435,343	)
Income for the year			-				-				-				(37,214	)			24,545				(12,669	)
Income (Loss) for the year			-				-				-				(37,214	)			24,545				(12,669	)
Foreign currency translation loss											(4,263	)											(4,263	)
Balance at December 31, 2023			30,273				(1,140	)			5,588				(509,717	)			22,721				(452,275	)
Balance			30,273				(1,140	)			5,588				(509,717	)			22,721				(452,275	)

 

The accompanying notes are an integral part of the financial statements.

 

 

HUAHUI EDUCATION GROUP LIMITED

AUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2023 AND 2022

(In U.S. Dollars, except share data or otherwise stated)

 

		2023				2022
		For The Year Ended Dec 31,
		2023				2022
Cash flows from operating activities:
Net loss			(12,669	)			(283,276	)
Adjustments for:
Depreciation expense and amortization expenses			6,747				15,394
Changes in:
Accounts receivable			(111,591	)			(134,111	)
Other receivables			(35,080	)			(91,969	)
Prepaid expenses and other current assets			(53,787	)			1,012
Other payables and accruals			249,088				161,725
Deferred revenue			167,218				203,060
Net cash provided by(used in)  operating activities			209,926				(128,165	)
Cash flows from investing activities:
Additions to leasehold improvements and equipment			(8,688	)			(3,369	)
Net cash used in investing activities			(8,688	)			(3,369	)
Cash flows from financing activities:
Proceeds from short-term borrowings			2,818				-
Proceeds from advances from related parties			253,992				43,488
Repayment of advances from related parties			(246,523	)			-
Net cash provided by financing activities			10,287				43,488
Effect of exchange rate changes on cash and cash equivalents			2,425				(12,063	)
Net increase(decrease)  in cash and cash equivalents			213,950				(100,109	)
Cash and cash equivalents at the beginning of period			84,487				184,596
Cash and cash equivalents at the end of period			298,437				84,487
Supplemental disclosure of non-cash investing and financing activities:
Income tax paid			18,867				2,304
Right-of-use assets obtained in exchange for operating lease obligations			1,081,423				554,643

 

The accompanying notes are an integral part of the financial statements.

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1. DESCRIPTION OF BUSINESS

 

We were originally incorporated in Nevada under the name “Duonas Corp.” Effective February 26, 2019, we changed our domicile from Nevada to the Cayman Islands by merging into our wholly owned Cayman Islands subsidiary, Huahui Education Group Limited. As a result of the redomiciliation our name was changed to Huahui Education Group Limited. On July 3, 2019, we completed a share exchange with Huahui Group Stock Limited (“HGSL”), a Seychelles company limited by shares, and HGSL’s shareholders. As a result, HGSL became a wholly owned subsidiary of our company. Huahui Education Group Limited is the public company in which investors hold our Ordinary Shares and as a holding company does not conduct any of our operations. Our operations subsequent to July 3, 2019 consist of the operations of HGSL and its subsidiaries.

 

We are a holding company incorporated in the Cayman Islands and have holding company subsidiaries in the Seychelle Islands and Hong Kong. All of our operations are controlled or conducted through indirect Subsidiaries in the People’s Republic of China (the “PRC” or “China”). Our corporate structure does not contain any variable interest entities. We are not a Chinese operating company and our structure involves unique risks to investors.

 

Zhongdehui (Shenzhen) Education Development Co., Limited (“ZDSE”) is engaged in professional management coaching, including researching, developing and applying methods for helping individuals to improve their personal and professional leadership skills and effectiveness.

 

Shenzhen Huahui Media Technology Co., Limited (“HMTC”) provides event planning and production services.

 

Huahui (Shenzhen) Education Management Co., Limited (“HEMC”) is focused on coaching, management solution consulting and event planning services.

 

Huahui Jinming (Shenzhen) Education Technology Co., Limited (“JMET”) is a management solution consulting services provider.

 

Shandong Yuli Big Data Technology Co. Limited (“SDLY”) is a human resource management consulting company.

 

Zhongdehui (Shenyang) Education Consulting Co., Ltd. (“ZSEC”) provides stage design, development and production services.

 

Shenzhen Jiarui Media Co., Ltd. (“SJMC”) provides stage design, development and production services.

 

Huahui (Huaian) Education Equipment Technology Co., Limited(“HHHA”) in the PRC on February 01 2024, and is an 100% owned subsidiary of HETC. Its main business scope includes the manufacturing of sports goods and equipment, the sales of dedicated instruments for teaching, the R&D and sales of intelligent robots, and the sales of AI hardware and stationery.

 

Another 5 Subsidiaries do not carry out any substantial business other than maintaining the corporate existence.

 

F-7

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

As of December 31, 2023, the Company’s subsidiaries are as follows: 

SUMMARY OF SUBSIDIARY INFORMATION

 

Entity

Date of incorporation

Date of acquisition

Place of incorporation

Percentage of legal ownership by the Company

Principal activities

Huahui Group Stock Limited (“HGSL”)

May 17, 2017

N/A

Seychelles

100

%

Holding company

Huahui Group Co., Limited (“HGCL”)

May 29, 2017

N/A

Seychelles

100

%

Holding company

Huahui Group (HK) Co., Limited (“HGHK”)

January 4, 2017

April 20, 2018

Hong Kong

100

%

Holding company

Huahui (Shenzhen) Education Management Co., Limited (“HEMC”)

March 28, 2017

April 20, 2018

PRC

100

%

Holding company

Shenzhen Huahui Shangxing Education Consulting Co., Limited (“HSEC”)

January 5, 2018

May 4, 2018

PRC

100

%

Holding company

Zhongdehui (Shenzhen) Education Development Co., Limited (“ZDSE”)

January 19, 2016

June 27, 2018

PRC

100

%

Educational services

Huahui Technology (HK) Co., Limited (“HTHK”)

March 25, 2020

N/A

Hong Kong

100

%

Holding company

Huahui (Shenzhen) Education Technology Co., Ltd (“HETC”)

July 8, 2020

N/A

PRC

100

%

Holding company

Huahui Jinming (Shenzhen) Education Technology Co., Limited (“JMET”)

July 8, 2020

N/A

PRC

100

%

Holding company

Shenzhen Huahui Media Technology Co., Ltd.(“HHMT”)

August 25, 2020

N/A

PRC

100

%

Event planning and production; business planning

Zhongdehui (Guangzhou) Education Consulting Co., Limited (“GZZDH”)

December 28, 2020

N/A

PRC

100

%

Educational services

Zhongdehui (Shenyang) Education Consulting Co., Limited (“SYZDH”)

December 29, 2020

N/A

PRC

100

%

Educational services

Shenzhen Jiarui Media Co.,Limited(SJMC)

June 4, 2021

N/A

PRC

100

%

Conference and exhibition planning

Shangdong Yuli Big Data Technology Co., Limited (SDYL)

December 14, 2021

N/A

PRC

80

%

Investment holding

 

F-8

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

(a) Basis of Presentation

 

The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”).

 

The Company incurred a net loss of $12,669 for the year ended December 31, 2023 and as of December 31, 2023 had cash and cash equivalents of $298,437, working capital of $982,841 and an accumulated deficit of $509,717.

 

The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The Company expects to finance operations primarily through cash flow from revenue and capital contributions from our Chairman Mr. Junze Zhang. During the year, our Chairman provided financial support for the operations of the Company. In the event that we will require additional funding to finance the growth of our current and expected future operations as well as to achieve our strategic objectives, our Chairman has indicated the intent and ability to provide additional equity financing.

 

These conditions raise substantial doubt about our ability to continue as a going concern. Our continuation as a going concern is dependent on our ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that we will be successful in our strategies described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

(b) Basis of Consolidation

 

The consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are all entities over which the Company has control. Control exists when the Company has the power over the entity, exposure, or rights to variable returns from involvement in the entity, and the ability to use power over the entity to affect returns through its power over the entity. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

 

(c) Use of estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and revenue and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s financial statements include the valuation allowance for deferred tax assets, economic lives and impairment of leasehold improvements and equipment, allowance for doubtful accounts and etc. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.

 

F-9

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(d) Cash and Cash Equivalents

 

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. All cash and cash equivalents relate to cash on hand and cash at banks   at December 31, 2023 and 2022.

 

The Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business.

 

(e) Leasehold Improvement and Equipment

 

An item of leasehold improvement and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any).

 

The cost of an item of leasehold improvement and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period.

 

The cost of replacing part of a leasehold improvement and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred.

 

Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows: 

SCHEDULE OF ESTIMATE USEFUL LIFE OF ASSETS

 

Leasehold improvement	Shorter of the lease term or estimated useful life
Furniture and education equipment	5 years
Computer equipment and software	3-5 years

 

The assets’ residual value, useful lives, and depreciation method are regularly reviewed.

 

(f) Impairment of long-lived assets

 

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement and equipment; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of leasehold improvement and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2023 and 2022.

 

F-10

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(g) Value added tax (“VAT”)

 

According to Article 1 of Notice CS (2019) No. 13, VAT small-scale taxpayers with monthly sales not exceeding RMB 100,000 are exempt from VAT. The implementation date of this paper is from January 1, 2019 to December 31, 2021. According to the “Notice of the State Administration of Taxation on Issues Concerning the Exemption of Value-Added Tax for Small and Micro Enterprises” (State Administration of Taxation Announcement No. 52 of 2017, now abolished), from January 1, 2018 to December 31, 2020 sales of small-scale VAT taxpayers shall not exceed RMB 100,000 (tax payment of RMB 300,000 per quarter) and enjoy the preferential policy of exemption from VAT.

 

Announcement of the Ministry of Finance and the State Administration of Taxation No. 11 of 2021 repealed Article 1 of the notice of CS (2019) No. 13 and provides that, from April 1, 2021 to December 31, 2022, small-scale VAT taxpayers with monthly sales not exceeding RMB 150,000 are exempt from VAT.

 

To support novel coronavirus pneumonia prevention and control and to accelerate the resumption of work, the rate of small-scale VAT was reduced from 3% to 1% (Announcement on the value added tax policy of supporting individual industrial and commercial households to return to work—Announcement No.13, 2020 of the Ministry of Finance and the State Administration of Taxation). This preferential tax rate will be in effect until December 31, 2021 (Announcement No.7, 2021). Further, in accordance with The Announcement of Ministry of Finance and State Taxation Administration on Exemption of VAT for VAT Small-scale Taxpayer (No. 15, 2022), effective from April 1, 2022 to December 31 2022, VAT small-scale taxpayers, regardless of monthly sales, are exempt from VAT but are subject to a 3% tax rate for assessable income.

 

In accordance with the announcement of the Tax Bureau of the Ministry of Finance (No.1, 2023) on defining the policies of reducing or exempting the VAT for small-scale taxpayers, from January 1, 2023 to December 31, 2023, the VAT will be exempted for monthly sales below RMB 100,000 (inclusive) and quarterly sales below RMB 300,000, and VAT will be levied at a reduced rate of 1% for small-scale VAT payers applying a 3% levy rate.

 

Currently, of all of the Company’s Subsidiaries, with the exception of SDYL and HEMC, which is a general taxpayer and subject to a VAT rate of 6%, are small-scale taxpayers and subject to a VAT rate of 3%

 

(h) Income Recognition

 

Recognition of Revenue

 

The primary sources of our revenues are as follows:

 

(a)

Coaching service revenue

 

Revenue is reported net of business taxes and VAT. The educational services consist of training programs and courses. Tuition is generally paid in advance and is initially recorded as deferred revenue. The Company had $465,178 and $306,785 of deferred revenue as of December 31, 2023 and 2022, respectively, which will be recognized as revenue within the next 12 months. Revenue is recognized proportionately as the instruction is delivered over the period of the course for the course fees collected.

 

(b)

Conference and exhibition planning service revenue

 

Conference and exhibition planning service revenue was derived from HHMT which was established in 2020 and its wholly-owned subsidiary, Shenzhen Jiarui Media Co., Limited (“SJMC”).which was established in 2021. Conference and exhibition planning service revenue in 2023 and 2022 were $551,424 and $292,273 or 40% and 26% of total revenues, respectively.

 

(i) Accounts receivable

 

Accounts receivable represents those receivables derived in the ordinary course of business, net of allowance for doubtful accounts. The Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company uses the creditworthiness of customers, aging of the receivables, transaction history with customers and their current condition, changes in customer payment terms, specific facts and circumstances, and the overall economic climate in the industries the company serves to monitor the Company receivables within the scope of expected credit losses model and use these as a basis to develop the Company expected loss estimates. All accounts receivable have an aging of one year, so company has not made any provision for bad debts.

 SCHEDULE OF ACCOUNTS RECEIVABLE

		2023				2022
		For the Year Ended Dec 31
		2023				2022
Accounts receivable,gross		$	557,863			$	458,896
Less:allowance for credit loss		$	-			$	-
Accounts receivable,net		$	557,863			$	458,896

 

F-11

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Revenue is generated through delivery services. Revenue is recognized when a customer receives services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount:

 

	(i)	identification of the services in the contract;
	(ii)	determination of whether the services are performance obligations, including whether they are distinct in the context of the contract;
	(iii)	measurement of the transaction price, including the constraint on variable consideration;
	(iv)	allocation of the transaction price to the performance obligations; and
	(v)	recognition of revenue when (or as) the Company satisfies each performance obligation.

 

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers as services are performed over the remaining contractual terms.

 

For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.

 

(c)	Consulting service income is recognized when the services rendered by HEMC, which commenced operations in 2020 and HETC which commenced operations in November 2023.Consulting service revenue in 2023 and 2022 were $132,124 and $17,698 or 10% and 1.6% of total revenues, respectively.

 

(d)	Human resources outsourcing service revenue is recognized when the services are rendered by SDYL which commenced operations in May 2022. Human resources outsourcing service revenue in 2023 and 2022 were $182,302 and $121.

 

Other Income and other expenses

 

Other income, and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements.

 

(j) Operating leases

 

The Company determines if an arrangement contains a lease at inception. The Company elected the practical expedient, for all asset classes, to account for each lease component of a contract and its associated non-lease components as a single lease component, rather than allocating a standalone value to each component of a lease. For purposes of calculating operating lease obligations under the standard, the Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. The Company’s leases do not contain material residual value guarantees or material restrictive covenants. Operating lease expense is recognized on a straight-line basis over the lease terms. The discount rate used to measure a lease obligation is usually the rate implicit in the lease; however, the Company’s operating leases generally do not provide an implicit rate. Accordingly, the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate is an entity-specific rate which represents the rate of interest a lessee would pay to borrow on a collateralized basis over a similar term with similar payments.

 

F-12

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(k) Earnings (loss) Per Share

 

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

 

The Company’s basic earnings (loss) per share is computed by dividing the net income(loss) available to holders by the weighted average number of the Company’s Ordinary Shares outstanding. Diluted earnings per share reflects the amount of net income (loss) available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued. The Company had no potentially dilutive Ordinary Shares as of December 31, 2023 and 2022.?.

 

(l) Foreign Currency Translation

 

The Company’s reporting currency is the U.S. dollar and the functional currency is the Chinese Renminbi (“RMB”). All assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of equity.

 

Transactions in currencies other than the functional currencies during the year are converted into the applicable functional currencies at the applicable rates of exchange prevailing at the dates of the transactions. Exchange gains and losses are recognized in the statements of operations.

 

The exchange rates utilized are as follows: 

SUMMARY OF EXCHANGE OF CURRENCY RATES

 

		2023				2022
Year-end RMB exchange rate			7.0971				6.9091
Average annual RMB exchange rate			7.0676				6.7131

 

No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.

 

F-13

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(m) Foreign Currency Risk

 

The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of the RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Over 99% of the Company’s cash and cash equivalents are in RMB as of December 31, 2023 and 2022, respectively.

 

(n) Fair Value

 

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when valuing the asset or liability. Authoritative literature provides a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

(o) Fair Value of financial instruments

 

The Company’s financial instruments consist primarily of cash and cash equivalents and accounts payable. The carrying amounts of cash and cash equivalents, accounts payable and amount due to related parties approximate their fair values due to the short-term maturities of these instruments.

 

(p) Income Taxes

 

Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable with respect to previous periods.

 

F-14

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The Company accounts for income taxes using the asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax basis of assets and liabilities, net of operating loss carry forwards and credits, by applying enacted tax rates that will be in effect for the period in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in the statements of operations in the period of change.

 

The Company accounts for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expenses. The Company did not record uncertain tax positions as of December 31, 2023 and 2022 as the amounts were immaterial.

 

(q) Comprehensive income

 

Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of comprehensive income.

 

(r) Concentration of credit risk

 

Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash and cash equivalents, accounts receivables and other receivables.

 

As of December 31, 2023 and 2022, substantially all of the Company’s cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality.

 

Accounts Receivable represent tuition fees due from customers, typically are collected within a short period of time. Other receivables mainly represent short-term loans to other companies with interest charged, rental and utilities deposit. Management believes it has no significant risk related to its concentration within its accounts receivable.

 

The Company did not have any customers accounting for 10% or more of the net revenues during the years ended December 31, 2023 and 2022.

 

(s) Share Capital

 

Incremental costs directly attributable to the issue of Ordinary Shares are recognized as a deduction from equity.

 

(u) Recent accounting pronouncements

 

Recent accounting pronouncements adopted

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Effective January 1, 2019, the

 

F-15

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Company adopted this standard resulted in the recognition of right-of-use assets of $1,065,352 and operating lease liabilities of $1,065,352 as of December 31, 2023.

 

Recently issued accounting pronouncements not yet adopted

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after January 1, 2023, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated financial statements.

 

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

 

3. LEASEHOLD IMPROVEMENT AND EQUIPMENT, NET 

SCHEDULE OF LEASEHOLD IMPROVEMENTS AND EQUIPMENT

 

		2023				2022
Furniture and education equipment		$	29,690			$	22,917
Computer equipment and software			66,439				68,248
Leasehold improvements			71,198				73,135
Leasehold improvement and equipment, gross		$	167,327			$	164,300
Less: accumulated depreciation			(150,728	)			(147,929	)
Leasehold improvement and equipment, net		$	16,599			$	16,371

 

Depreciation expense for the years ended December 31, 2023 and 2022 was $6,747 and $15,394, respectively. The Company did not record any long-lived asset impairment losses during the years ended December 31, 2023 and 2022.

 

F-16

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

4. ACCOUNTS RECEIVABLE

 

The Accounts receivable and allowance balances at December 31, 2023 and 2022 are as follows: 

SCHEDULE OF ACCOUNTS RECEIVABLE AND ALLOWANCE

 

		2023				2022
Accounts receivable		$	557,863			$	458,896
Less: allowance for doubtful accounts			-				-
Accounts receivable, net		$	557,863			$	458,896

 

Accounts receivable are all aged within one year，No allowance for doubtful accounts was made for the years ended December 31, 2023 and 2022.

 

5. OTHER RECEIVABLES

 

Other receivables mainly consist of a short-term loan to a third party, Dongguan Anxiang Technology Co., Ltd. and rental and utilities deposits which are fully refundable.

 

6. PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

Prepaid expenses and other current assets mainly represent prepaid consultancy fees for professional advice on business expansion plan.

 

7. ACCOUNTS PAYABLE, OTHER PAYABLES AND ACCRUALS 

SCHEDULE OF ACCOUNTS PAYABLE, OTHER PAYABLES AND ACCRUALS

 

		2023				2022
Accounts payable (a)		$	200,025			$	136,302
Accrued payroll and welfare payable			56,754				85,229
VAT and other taxes payable			26,653				14,067
Office rental deposit			37,788				-
Payable office rental and property management fees			219,583				65,382
Others(b)			65,242				66,756
Total other payables and accruals		$	606,045			$	367,736

 

	(a)	Accounts payable primarily include supplier’s service charges.
	(b)	Office expenses, such as office consumables and stationaries paid for the management of the company.

 

F-17

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

8. SHORT-TERM BANK BORROWINGS

 

On January 10, 2023, GZZDH borrowed $2,818(RMB20,000)  from China Construction Bank with a loan term of one year and an annualized interest rate of 4%. The loan is unsecured.

 

9. INCOME TAXES

 

Cayman Islands

 

HHEG Cayman is a tax-exempted company incorporated in the Cayman Islands. Under the current laws of Cayman Islands, the Company is not subject to income, corporate or capital gains tax, and Cayman Islands currently have no form of estate duty, inheritance tax or gift tax. In addition, payments of dividends and capital in respect of their shares are not subject to taxation and no withholding will be required in the Cayman Islands on the payment of any dividend or capital to any holder of their shares, nor will gains derived from the disposal of their shares be subject to Cayman Islands income or corporation tax. No provision for income taxes in the Cayman Islands has been made as the Company had no taxable income for the years ended December 31, 2023 and 2022.

 

Seychelles

 

HGSL and HGCL are tax-exempted companies incorporated in Seychelles. Under the current laws of Seychelles, HGSL and HGCL are not subject to income, corporate or capital gains tax, and Seychelles currently have no form of estate duty, inheritance tax or gift tax. In addition, payments of dividends and capital in respect of their shares are not subject to taxation and no withholding will be required in the Seychelles on the payment of any dividend or capital to any holder of their shares, nor will gains derived from the disposal of their shares be subject to Seychelles income or corporation tax. No provision for income taxes in the Seychelles has been made as HGSL and HGCL had no taxable income for the years ended December 31, 2023 and 2022.

 

Hong Kong

 

HGHK is incorporated in Hong Kong and is subject to an income tax rate of 16.5% for taxable income generated from operations in Hong Kong. No provision for income taxes in Hong Kong has been made as HGHK had no taxable income for the years ended December 31, 2023 and 2022.

 

PRC

 

The Company’s PRC subsidiaries are subject to 25% standard enterprise income tax except for those accepted as deemed profit method enterprises, or qualified for small-scale enterprises, or granted preferential tax treatment. ZDSE, JEMT,HHMT and SJMC enjoyed a preferential tax rate of 2.5% for the year ended December 31, 2023 and 10% for the year ended December 31, 2022.

 

F-18

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

ZDSE, JEMT,HHMT and SJMC enjoy a preferential tax rate of 2.5% for the years ended December 31, 2023 and 10% for the year ended December 31, 2022.

 

Income tax expense (benefits) 

SCHEDULE OF INCOME TAX EXPENSES BENEFITS

 

		2023				2022
Current tax expense		$	18,509			$	14,925
Deferred tax expense (benefits)			-				-
Total income taxes		$	18,509			$	14,925

 

Income taxes of ZDSE, JEMT, HHMT and SJMC are accrued at the tax rate of 2.5%. The deferred income tax assets of ZDSE are calculated according to the preferential tax rate of 5% for the years ended December 31, 2023 and 2022?. 

SCHEDULE OF RECONCILIATION OF EFFECTIVE INCOME TAX RATES

 

		2023				2022
Profit (loss) before tax		$	5,840			$	(268,351	)
Tax (credit) calculated at statutory tax rate (25%)			1,460				(67,087	)
Valuation allowance			17,049				82,012
Total income taxes		$	18,509			$	14,925

 

The Company’s other subsidiaries have not recognized deferred income tax assets as of December 31, 2023 and 2022.

 

10. LEASES

 

The adoption of the new lease guidance did not have a material impact on the Company’s results of operations or liquidity but resulted in the recognition of operating lease liabilities and operating lease right-of-use assets on its balance sheets. Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

 

The Company leased various training centers in the PRC. Rent expense for the year ended December 31, 2023 was $269,318. The longest lease term expires in November 2027. There are no residual value guarantees and no restrictions or covenants imposed by the lease.

 

F-19

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Significant assumptions and judgments made as part of the adoption of this new lease standard include determining (i) whether a contract contains a lease, (ii) whether a contract involves an identified asset, and (iii) which party to the contract directs the use of the asset. The discount rates used to calculate the present value of

 

lease payments were determined based on hypothetical borrowing rates available to the Company over terms similar to the lease terms.

 

The Company’s future minimum payments under long-term non-cancelable operating leases are as follows: 

SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER LONG-TERM NON -CANCELABLE OPERATING LEASES

 

		As of Dec 31, 2023				As of Dec 31, 2022
Within 1 year			553,504				235,961
After 1 year but within 5 years			577,227				343,465
Total lease payments			1,130,731				579,426
Less: imputed interest			(65,379	)			(33,681	)
Total lease obligations			1,065,352				545,745
Less: current obligations			(513,967	)			(214,758	)
Long-term lease obligations			551,385				330,987

 

Other information: 

SCHEDULE OF OTHER INFORMATION OF OPERATING LEASES

 

		Dec 31, 2023				Dec 31, 2022
		For year ended
		Dec 31, 2023				Dec 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating lease			134,903				198,874
Right-of-use assets obtained in exchange for operating lease liabilities			1,081,423				554,643
Remaining lease term for operating lease (years)			1.25 to3.92				0.25 to 2.75
Weighted average discount rate for operating lease			4.75	%			4.75	%

 

F-20

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

11. RELATED PARTIES TRANSACTIONS

 

	(a)	The Company had the following balances due to related parties:
	(b)

 

SCHEDULE OF AMOUNT DUE TO RELATED PARTIES

		Relationship		Dec 31, 2023				Dec 31, 2022
Shufang Zeng		Shareholder and director of the Company			186,520				-
Junze Zhang		Chairman of the Company Joint Meeting			766,638				698,624
Qing Zuo		Chairman of the Board of ZDSE since December 20, 2018			6,188				6,356
Total				$	959,346			$	704,980

 

The balances represent cash advances from related parties.

 

The balances with related parties are unsecured, non-interest bearing and repayable on demand.

 

From time to time, the CEO of the Company advanced funds to the Company for working capital purpose.

 

(b) Transactions

 

		For the years ended December 31,
		2023				2022
Cash advance from related parties
Qing Zuo			-				151
Junze Zhang			67,472				43,317
Shufang Zeng			186,520				-
		$	253,992			$	43,488

 

(c)	The Company lent funds to the following related parties. These loans were unsecured, non-interest bearing and repayable on demand.

 

F-21

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

		For the years ended December 31,
		2023				2022
Songlin Zhu		$	209,432				-
Zheng Pei			33,257				-
Xinwen Yang			2,808				-
		$	245,497			$	-

 

12. RESERVES

 

(a)	Statutory reserve

 

Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. During the years ended December 31, 2023 and 2022, the Company did not accrue any statutory reserve.

 

(b)	Currency translation reserve

 

The currency translation reserve represents translation differences arising from translation of foreign currency financial statements into the Company’s reporting currency.

 

13. SEGMENT DATA

 

The Company has organized its operations into four operating segments. The segments reflect the way the Company evaluates its business performance and manages its operations by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company.

 

The company shows the financial operation and asset according to four business segments:

 

(a) Education and training business projects include: education training, financial management consulting, economic information consulting, electronic commerce operation, database management, sporting goods, crafts, arts and electronic product sales;

 

(b) Media’s business projects include: cultural exchange event planning; conference planning; corporate image planning; marketing planning; exhibition planning; stage lighting, audio equipment, display equipment, and technology development and sales, leasing, and door-to-door integration of multimedia teaching systems Installation, on-site maintenance, etc.

 

(c) Consulting services business projects include: education information consulting, enterprise management consulting, cultural activity planning, meeting planning, enterprise image planning, marketing planning, research and development of educational software technology and so on.

 

(d) Human resources outsourcing service revenue projects include: HR Technology + Platform + Service” utilizes HR technology to build an HR platform that will provide payroll, personnel recruitment, labor dispatch, flexible employment, fiscal and tax planning and legal HR consultation through a mobile app and SDYL’s website.

 

Specific structure information in 2023 sees table below:

SCHEDULE OF SEGMENT DATA

 

		Education and training				Exhibition planning service				Consulting service				Human resources outsourcing service				Totals
Revenue from external customers			505,272				551,424				132,124				182,302				1,371,122
Intersegment revenue			-				-				-				-				-
Interest income			42				2				21				95				160
Interest expense			1,257				238				3,237				201				4,933
Depreciation and amortization			6,512				-				190				45				6,747
Gross profit			485,216				320,908				131,096				181,203				1,118,423
Segment profit margin			35	%			23	%			10	%			13	%			81	%
Operating income (loss)			(144,964	)			214,695				(195,594	)			128,971				3,108
Segment assets			577,840				643,107				1,115,875				309,642				2,646,464
Expenditures for segment assets			8,688				-				-				-				8,688

 

Specific structure information in 2022 sees table below:

 

		Education and training				Exhibition planning service				Consulting service				Human resources outsourcing service				Totals
Revenue from external customers			796,257				292,273				17,698				121				1,106,349
Intersegment revenue			-				-				-				-				-
Interest income			122				2				10				27				161
Interest expense			1,876				260				2,957				51				5,144
Depreciation and amortization			15,028				-				366				-				15,394
Gross profit			619,619				200,503				17,698				121				837,941
Segment profit margin			56	%			18	%			2	%			0				76	%
Operating income (loss)			(9,594	)			96,701				(343,756	)			（9,137）				(265,786	)
Segment assets			749,015				444,895				207,487				88,506				1,489,903
Expenditures for segment assets			3,369				-				-				-				3,369

 

14.SUBSEQUENT EVENTS

 

Huahui (Huaian) Education Equipment Technology Co., Limited(“HHHA”) was incorporated in the PRC on February 1, 2024, and is a 100% owned subsidiary of HETC. HHHA, which is engaged in the sale of teaching equipment such as computers, desks and chairs, commenced operations in July 2024.

 

 

nullnullnullnullv3.24.3

Cover	12 Months Ended
	Dec. 31, 2023 $ / shares shares
Entity Addresses [Line Items]
Document Type	20-F
Amendment Flag	false
Document Registration Statement	false
Document Annual Report	true
Document Transition Report	false
Document Shell Company Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	333-213314
Entity Registrant Name	HUAHUI EDUCATION GROUP LIMITED
Entity Central Index Key	0001680935
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Room 901, 9th Floor, Investment Bank Building
Entity Address, Address Line Two	115 Fuhua 1st Road, Futian District
Entity Address, Address Line Three	Shenzhen
Entity Address, City or Town	Guangdoang Province
Entity Address, Country	CN
Entity Address, Postal Zip Code	518000
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Document Accounting Standard	U.S. GAAP
Entity Shell Company	false
Entity Common Stock, Shares Outstanding | shares	302,734,900
Entity Listing, Par Value Per Share | $ / shares	$ 0.0001
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Name	Pan-China Singapore PAC
Auditor Firm ID	6255
Auditor Location	Singapore
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	Room 901, 9th Floor, Investment Bank Building
Entity Address, Address Line Two	115 Fuhua 1 st Road, Futian District
Entity Address, Address Line Three	Shenzhen
Entity Address, City or Town	Guangdoang Province
Entity Address, Country	CN
Entity Address, Postal Zip Code	518000
City Area Code	(86)
Local Phone Number	18126438481
Contact Personnel Name	Shufang Zeng

v3.24.3

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 298,437	$ 84,487
Accounts receivable	557,863	458,896
Other receivables	408,125	383,349
Related party receivable	245,497
Prepaid expenses and other current assets	54,591	1,055
Total current assets	1,564,513	927,787
Non-current assets:
Leasehold improvements and equipment, net	16,599	16,371
Operating lease right-of-use assets	1,065,352	545,745
Total non-current assets	1,081,951	562,116
Total assets	2,646,464	1,489,903
Current liabilities:
Deferred revenue	465,178	306,785
Accounts payable, other payables and accruals	606,045	367,736
Short-term bank borrowings	2,818
Current operating lease liabilities	513,967	214,758
Amount due to related parties	959,346	704,980
Total current liabilities	2,547,354	1,594,259
Non-current liabilities:
Non-current operating lease liabilities	551,385	330,987
Total non-current liabilities	551,385	330,987
Total liabilities	3,098,739	1,925,246
Shareholder’s Equity (deficit)
Share capital ($0.0001 par value, 302,734,900 shares issued and outstanding for the year ended December 31, 2023 and 2022)	30,273	30,273
Additional paid-in capital	(1,140)	(1,140)
Foreign currency translation reserve	5,588	9,851
Accumulated deficit	(509,717)	(472,503)
Total Equity attributable to owners of the capital stock of the parent	(474,996)	(433,519)
Non-controlling interest	22,721	(1,824)
Total equity	(452,275)	(435,343)
Total liabilities and equity	2,646,464	1,489,903
Related Party [Member]
Current liabilities:
Amount due to related parties	$ 959,346	$ 704,980

v3.24.3

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	302,734,900	302,734,900
Common stock, shares outstanding	302,734,900	302,734,900

v3.24.3

Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue	$ 1,371,122	$ 1,106,349
Cost of Revenue	(252,699)	(268,408)
Gross profit	1,118,423	837,941
Selling and marketing expenses	(29,002)	(9,466)
General and administrative expenses	(1,086,313)	(1,094,261)
Operating profit/loss	3,108	(265,786)
Other income(expenses), net	2,732	(2,565)
Loss before income taxes	5,840	(268,351)
Income tax expenses (benefits)	(18,509)	(14,925)
Net loss	(12,669)	(283,276)
Foreign currency translation differences	(4,263)	(23,604)
Total comprehensive loss for the years	(16,932)	(306,880)
Owners of the Company	(37,214)	(281,452)
Non-controlling interest	$ 24,545	$ (1,824)
Basic loss per ordinary share	$ (0.00)	$ (0.00)
Diluted loss per ordinary share	$ (0.00)	$ (0.00)
Weighted average number of shares outstanding - Basic	302,734,900	302,734,900
Weighted average number of shares outstanding - Diluted	302,734,900	302,734,900

v3.24.3

Consolidated Statements of Changes in Equity (Deficit) - USD ($)	Share Capital [Member]	Capital Reserve [Member]	Foreign Currency Translation Reserve [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2021	$ 30,273	$ (1,140)	$ 33,455	$ (191,051)		$ (128,463)
Income (Loss) for the year				(281,452)	(1,824)	(283,276)
Foreign currency translation loss			(23,604)			(23,604)
Balance at Dec. 31, 2022	30,273	(1,140)	9,851	(472,503)	(1,824)	(435,343)
Income (Loss) for the year				(37,214)	24,545	(12,669)
Foreign currency translation loss			(4,263)			(4,263)
Balance at Dec. 31, 2023	$ 30,273	$ (1,140)	$ 5,588	$ (509,717)	$ 22,721	$ (452,275)

v3.24.3

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (12,669)	$ (283,276)
Adjustments for:
Depreciation expense and amortization expenses	6,747	15,394
Changes in:
Accounts receivable	(111,591)	(134,111)
Other receivables	(35,080)	(91,969)
Prepaid expenses and other current assets	(53,787)	1,012
Other payables and accruals	249,088	161,725
Deferred revenue	167,218	203,060
Net cash provided by(used in)  operating activities	209,926	(128,165)
Cash flows from investing activities:
Additions to leasehold improvements and equipment	(8,688)	(3,369)
Net cash used in investing activities	(8,688)	(3,369)
Cash flows from financing activities:
Proceeds from short-term borrowings	2,818
Proceeds from advances from related parties	253,992	43,488
Repayment of advances from related parties	(246,523)
Net cash provided by financing activities	10,287	43,488
Effect of exchange rate changes on cash and cash equivalents	2,425	(12,063)
Net increase(decrease)  in cash and cash equivalents	213,950	(100,109)
Cash and cash equivalents at the beginning of period	84,487	184,596
Cash and cash equivalents at the end of period	298,437	84,487
Supplemental disclosure of non-cash investing and financing activities:
Income tax paid	18,867	2,304
Right-of-use assets obtained in exchange for operating lease obligations	$ 1,081,423	$ 554,643

v3.24.3

DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	1. DESCRIPTION OF BUSINESS   We were originally incorporated in Nevada under the name “Duonas Corp.” Effective February 26, 2019, we changed our domicile from Nevada to the Cayman Islands by merging into our wholly owned Cayman Islands subsidiary, Huahui Education Group Limited. As a result of the redomiciliation our name was changed to Huahui Education Group Limited. On July 3, 2019, we completed a share exchange with Huahui Group Stock Limited (“HGSL”), a Seychelles company limited by shares, and HGSL’s shareholders. As a result, HGSL became a wholly owned subsidiary of our company. Huahui Education Group Limited is the public company in which investors hold our Ordinary Shares and as a holding company does not conduct any of our operations. Our operations subsequent to July 3, 2019 consist of the operations of HGSL and its subsidiaries.   We are a holding company incorporated in the Cayman Islands and have holding company subsidiaries in the Seychelle Islands and Hong Kong. All of our operations are controlled or conducted through indirect Subsidiaries in the People’s Republic of China (the “PRC” or “China”). Our corporate structure does not contain any variable interest entities. We are not a Chinese operating company and our structure involves unique risks to investors.   Zhongdehui (Shenzhen) Education Development Co., Limited (“ZDSE”) is engaged in professional management coaching, including researching, developing and applying methods for helping individuals to improve their personal and professional leadership skills and effectiveness.   Shenzhen Huahui Media Technology Co., Limited (“HMTC”) provides event planning and production services.   Huahui (Shenzhen) Education Management Co., Limited (“HEMC”) is focused on coaching, management solution consulting and event planning services.   Huahui Jinming (Shenzhen) Education Technology Co., Limited (“JMET”) is a management solution consulting services provider.   Shandong Yuli Big Data Technology Co. Limited (“SDLY”) is a human resource management consulting company.   Zhongdehui (Shenyang) Education Consulting Co., Ltd. (“ZSEC”) provides stage design, development and production services.   Shenzhen Jiarui Media Co., Ltd. (“SJMC”) provides stage design, development and production services.   Huahui (Huaian) Education Equipment Technology Co., Limited(“HHHA”) in the PRC on February 01 2024, and is an 100% owned subsidiary of HETC. Its main business scope includes the manufacturing of sports goods and equipment, the sales of dedicated instruments for teaching, the R&D and sales of intelligent robots, and the sales of AI hardware and stationery.   Another 5 Subsidiaries do not carry out any substantial business other than maintaining the corporate existence.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   As of December 31, 2023, the Company’s subsidiaries are as follows:  SUMMARY OF SUBSIDIARY INFORMATION   Entity   Date of incorporation   Date of acquisition   Place of incorporation   Percentage of legal ownership by the Company     Principal activities Huahui Group Stock Limited (“HGSL”)   May 17, 2017   N/A   Seychelles     100 %   Holding company Huahui Group Co., Limited (“HGCL”)   May 29, 2017   N/A   Seychelles     100 %   Holding company Huahui Group (HK) Co., Limited (“HGHK”)   January 4, 2017   April 20, 2018   Hong Kong     100 %   Holding company Huahui (Shenzhen) Education Management Co., Limited (“HEMC”)   March 28, 2017   April 20, 2018   PRC     100 %   Holding company Shenzhen Huahui Shangxing Education Consulting Co., Limited (“HSEC”)   January 5, 2018   May 4, 2018   PRC     100 %   Holding company Zhongdehui (Shenzhen) Education Development Co., Limited (“ZDSE”)   January 19, 2016   June 27, 2018   PRC     100 %   Educational services Huahui Technology (HK) Co., Limited (“HTHK”)   March 25, 2020   N/A   Hong Kong     100 %   Holding company Huahui (Shenzhen) Education Technology Co., Ltd (“HETC”)   July 8, 2020   N/A   PRC     100 %   Holding company Huahui Jinming (Shenzhen) Education Technology Co., Limited (“JMET”)   July 8, 2020   N/A   PRC     100 %   Holding company Shenzhen Huahui Media Technology Co., Ltd.(“HHMT”)   August 25, 2020   N/A   PRC     100 %   Event planning and production; business planning Zhongdehui (Guangzhou) Education Consulting Co., Limited (“GZZDH”)   December 28, 2020   N/A   PRC     100 %   Educational services Zhongdehui (Shenyang) Education Consulting Co., Limited (“SYZDH”)   December 29, 2020   N/A   PRC     100 %   Educational services Shenzhen Jiarui Media Co.,Limited(SJMC)   June 4, 2021   N/A   PRC     100 %   Conference and exhibition planning Shangdong Yuli Big Data Technology Co., Limited (SDYL)   December 14, 2021   N/A   PRC     80 %   Investment holding     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

v3.24.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   (a) Basis of Presentation   The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”).   The Company incurred a net loss of $12,669 for the year ended December 31, 2023 and as of December 31, 2023 had cash and cash equivalents of $298,437, working capital of $982,841 and an accumulated deficit of $509,717.   The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.   The Company expects to finance operations primarily through cash flow from revenue and capital contributions from our Chairman Mr. Junze Zhang. During the year, our Chairman provided financial support for the operations of the Company. In the event that we will require additional funding to finance the growth of our current and expected future operations as well as to achieve our strategic objectives, our Chairman has indicated the intent and ability to provide additional equity financing.   These conditions raise substantial doubt about our ability to continue as a going concern. Our continuation as a going concern is dependent on our ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that we will be successful in our strategies described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.   (b) Basis of Consolidation   The consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are all entities over which the Company has control. Control exists when the Company has the power over the entity, exposure, or rights to variable returns from involvement in the entity, and the ability to use power over the entity to affect returns through its power over the entity. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.   (c) Use of estimates   The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and revenue and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s financial statements include the valuation allowance for deferred tax assets, economic lives and impairment of leasehold improvements and equipment, allowance for doubtful accounts and etc. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   (d) Cash and Cash Equivalents   The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. All cash and cash equivalents relate to cash on hand and cash at banks   at December 31, 2023 and 2022.   The Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business.   (e) Leasehold Improvement and Equipment   An item of leasehold improvement and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any).   The cost of an item of leasehold improvement and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period.   The cost of replacing part of a leasehold improvement and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred.   Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows:  SCHEDULE OF ESTIMATE USEFUL LIFE OF ASSETS   Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 3-5 years   The assets’ residual value, useful lives, and depreciation method are regularly reviewed.   (f) Impairment of long-lived assets   The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement and equipment; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of leasehold improvement and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2023 and 2022.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   (g) Value added tax (“VAT”)   According to Article 1 of Notice CS (2019) No. 13, VAT small-scale taxpayers with monthly sales not exceeding RMB 100,000 are exempt from VAT. The implementation date of this paper is from January 1, 2019 to December 31, 2021. According to the “Notice of the State Administration of Taxation on Issues Concerning the Exemption of Value-Added Tax for Small and Micro Enterprises” (State Administration of Taxation Announcement No. 52 of 2017, now abolished), from January 1, 2018 to December 31, 2020 sales of small-scale VAT taxpayers shall not exceed RMB 100,000 (tax payment of RMB 300,000 per quarter) and enjoy the preferential policy of exemption from VAT.   Announcement of the Ministry of Finance and the State Administration of Taxation No. 11 of 2021 repealed Article 1 of the notice of CS (2019) No. 13 and provides that, from April 1, 2021 to December 31, 2022, small-scale VAT taxpayers with monthly sales not exceeding RMB 150,000 are exempt from VAT.   To support novel coronavirus pneumonia prevention and control and to accelerate the resumption of work, the rate of small-scale VAT was reduced from 3% to 1% (Announcement on the value added tax policy of supporting individual industrial and commercial households to return to work—Announcement No.13, 2020 of the Ministry of Finance and the State Administration of Taxation). This preferential tax rate will be in effect until December 31, 2021 (Announcement No.7, 2021). Further, in accordance with The Announcement of Ministry of Finance and State Taxation Administration on Exemption of VAT for VAT Small-scale Taxpayer (No. 15, 2022), effective from April 1, 2022 to December 31 2022, VAT small-scale taxpayers, regardless of monthly sales, are exempt from VAT but are subject to a 3% tax rate for assessable income.   In accordance with the announcement of the Tax Bureau of the Ministry of Finance (No.1, 2023) on defining the policies of reducing or exempting the VAT for small-scale taxpayers, from January 1, 2023 to December 31, 2023, the VAT will be exempted for monthly sales below RMB 100,000 (inclusive) and quarterly sales below RMB 300,000, and VAT will be levied at a reduced rate of 1% for small-scale VAT payers applying a 3% levy rate.   Currently, of all of the Company’s Subsidiaries, with the exception of SDYL and HEMC, which is a general taxpayer and subject to a VAT rate of 6%, are small-scale taxpayers and subject to a VAT rate of 3%   (h) Income Recognition   Recognition of Revenue   The primary sources of our revenues are as follows:     (a) Coaching service revenue   Revenue is reported net of business taxes and VAT. The educational services consist of training programs and courses. Tuition is generally paid in advance and is initially recorded as deferred revenue. The Company had $465,178 and $306,785 of deferred revenue as of December 31, 2023 and 2022, respectively, which will be recognized as revenue within the next 12 months. Revenue is recognized proportionately as the instruction is delivered over the period of the course for the course fees collected.     (b) Conference and exhibition planning service revenue   Conference and exhibition planning service revenue was derived from HHMT which was established in 2020 and its wholly-owned subsidiary, Shenzhen Jiarui Media Co., Limited (“SJMC”).which was established in 2021. Conference and exhibition planning service revenue in 2023 and 2022 were $551,424 and $292,273 or 40% and 26% of total revenues, respectively.   (i) Accounts receivable   Accounts receivable represents those receivables derived in the ordinary course of business, net of allowance for doubtful accounts. The Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company uses the creditworthiness of customers, aging of the receivables, transaction history with customers and their current condition, changes in customer payment terms, specific facts and circumstances, and the overall economic climate in the industries the company serves to monitor the Company receivables within the scope of expected credit losses model and use these as a basis to develop the Company expected loss estimates. All accounts receivable have an aging of one year, so company has not made any provision for bad debts.  SCHEDULE OF ACCOUNTS RECEIVABLE     2023     2022       For the Year Ended Dec 31       2023     2022   Accounts receivable,gross   $ 557,863     $ 458,896   Less:allowance for credit loss   $ -     $ -   Accounts receivable,net   $ 557,863     $ 458,896       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   Revenue is generated through delivery services. Revenue is recognized when a customer receives services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount:     (i) identification of the services in the contract;         (ii) determination of whether the services are performance obligations, including whether they are distinct in the context of the contract;         (iii) measurement of the transaction price, including the constraint on variable consideration;         (iv) allocation of the transaction price to the performance obligations; and         (v) recognition of revenue when (or as) the Company satisfies each performance obligation.   The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers as services are performed over the remaining contractual terms.   For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.   (c) Consulting service income is recognized when the services rendered by HEMC, which commenced operations in 2020 and HETC which commenced operations in November 2023.Consulting service revenue in 2023 and 2022 were $132,124 and $17,698 or 10% and 1.6% of total revenues, respectively.   (d) Human resources outsourcing service revenue is recognized when the services are rendered by SDYL which commenced operations in May 2022. Human resources outsourcing service revenue in 2023 and 2022 were $182,302 and $121.   Other Income and other expenses   Other income, and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements.   (j) Operating leases   The Company determines if an arrangement contains a lease at inception. The Company elected the practical expedient, for all asset classes, to account for each lease component of a contract and its associated non-lease components as a single lease component, rather than allocating a standalone value to each component of a lease. For purposes of calculating operating lease obligations under the standard, the Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. The Company’s leases do not contain material residual value guarantees or material restrictive covenants. Operating lease expense is recognized on a straight-line basis over the lease terms. The discount rate used to measure a lease obligation is usually the rate implicit in the lease; however, the Company’s operating leases generally do not provide an implicit rate. Accordingly, the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate is an entity-specific rate which represents the rate of interest a lessee would pay to borrow on a collateralized basis over a similar term with similar payments.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   (k) Earnings (loss) Per Share   The Company reports earnings(loss) per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the reporting period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue Ordinary Shares were exercised and converted into Ordinary Shares. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retrospectively for all periods presented to reflect that change in capital structure.   The Company’s basic earnings (loss) per share is computed by dividing the net income(loss) available to holders by the weighted average number of the Company’s Ordinary Shares outstanding. Diluted earnings per share reflects the amount of net income (loss) available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued. The Company had no potentially dilutive Ordinary Shares as of December 31, 2023 and 2022.?.   (l) Foreign Currency Translation   The Company’s reporting currency is the U.S. dollar and the functional currency is the Chinese Renminbi (“RMB”). All assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of equity.   Transactions in currencies other than the functional currencies during the year are converted into the applicable functional currencies at the applicable rates of exchange prevailing at the dates of the transactions. Exchange gains and losses are recognized in the statements of operations.   The exchange rates utilized are as follows:  SUMMARY OF EXCHANGE OF CURRENCY RATES       2023     2022   Year-end RMB exchange rate     7.0971       6.9091   Average annual RMB exchange rate     7.0676       6.7131     No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   (m) Foreign Currency Risk   The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of the RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Over 99% of the Company’s cash and cash equivalents are in RMB as of December 31, 2023 and 2022, respectively.   (n) Fair Value   Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when valuing the asset or liability. Authoritative literature provides a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:   Level 1   Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.   Level 2   Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.   Level 3   Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.   (o) Fair Value of financial instruments   The Company’s financial instruments consist primarily of cash and cash equivalents and accounts payable. The carrying amounts of cash and cash equivalents, accounts payable and amount due to related parties approximate their fair values due to the short-term maturities of these instruments.   (p) Income Taxes   Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable with respect to previous periods.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   The Company accounts for income taxes using the asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax basis of assets and liabilities, net of operating loss carry forwards and credits, by applying enacted tax rates that will be in effect for the period in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in the statements of operations in the period of change.   The Company accounts for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expenses. The Company did not record uncertain tax positions as of December 31, 2023 and 2022 as the amounts were immaterial.   (q) Comprehensive income   Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of comprehensive income.   (r) Concentration of credit risk   Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash and cash equivalents, accounts receivables and other receivables.   As of December 31, 2023 and 2022, substantially all of the Company’s cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality.   Accounts Receivable represent tuition fees due from customers, typically are collected within a short period of time. Other receivables mainly represent short-term loans to other companies with interest charged, rental and utilities deposit. Management believes it has no significant risk related to its concentration within its accounts receivable.   The Company did not have any customers accounting for 10% or more of the net revenues during the years ended December 31, 2023 and 2022.   (s) Share Capital   Incremental costs directly attributable to the issue of Ordinary Shares are recognized as a deduction from equity.   (u) Recent accounting pronouncements   Recent accounting pronouncements adopted   In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Effective January 1, 2019, the     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   Company adopted this standard resulted in the recognition of right-of-use assets of $1,065,352 and operating lease liabilities of $1,065,352 as of December 31, 2023.   Recently issued accounting pronouncements not yet adopted   In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after January 1, 2023, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated financial statements.   The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

v3.24.3

LEASEHOLD IMPROVEMENT AND EQUIPMENT, NET	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
LEASEHOLD IMPROVEMENT AND EQUIPMENT, NET	3. LEASEHOLD IMPROVEMENT AND EQUIPMENT, NET  SCHEDULE OF LEASEHOLD IMPROVEMENTS AND EQUIPMENT       2023     2022   Furniture and education equipment   $ 29,690     $ 22,917   Computer equipment and software     66,439       68,248   Leasehold improvements     71,198       73,135   Leasehold improvement and equipment, gross   $ 167,327     $ 164,300   Less: accumulated depreciation     (150,728 )     (147,929 ) Leasehold improvement and equipment, net   $ 16,599     $ 16,371     Depreciation expense for the years ended December 31, 2023 and 2022 was $6,747 and $15,394, respectively. The Company did not record any long-lived asset impairment losses during the years ended December 31, 2023 and 2022.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

v3.24.3

ACCOUNTS RECEIVABLE	12 Months Ended
	Dec. 31, 2023
Credit Loss [Abstract]
ACCOUNTS RECEIVABLE	4. ACCOUNTS RECEIVABLE   The Accounts receivable and allowance balances at December 31, 2023 and 2022 are as follows:  SCHEDULE OF ACCOUNTS RECEIVABLE AND ALLOWANCE       2023     2022   Accounts receivable   $ 557,863     $ 458,896   Less: allowance for doubtful accounts     -       -   Accounts receivable, net   $ 557,863     $ 458,896     Accounts receivable are all aged within one year，No allowance for doubtful accounts was made for the years ended December 31, 2023 and 2022.

v3.24.3

OTHER RECEIVABLES	12 Months Ended
	Dec. 31, 2023
Other Receivables
OTHER RECEIVABLES	5. OTHER RECEIVABLES   Other receivables mainly consist of a short-term loan to a third party, Dongguan Anxiang Technology Co., Ltd. and rental and utilities deposits which are fully refundable.

v3.24.3

PREPAID EXPENSES AND OTHER CURRENT ASSETS	12 Months Ended
	Dec. 31, 2023
Prepaid Expenses And Other Current Assets
PREPAID EXPENSES AND OTHER CURRENT ASSETS	6. PREPAID EXPENSES AND OTHER CURRENT ASSETS   Prepaid expenses and other current assets mainly represent prepaid consultancy fees for professional advice on business expansion plan.

v3.24.3

ACCOUNTS PAYABLE, OTHER PAYABLES AND ACCRUALS	12 Months Ended
	Dec. 31, 2023
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE, OTHER PAYABLES AND ACCRUALS	7. ACCOUNTS PAYABLE, OTHER PAYABLES AND ACCRUALS  SCHEDULE OF ACCOUNTS PAYABLE, OTHER PAYABLES AND ACCRUALS       2023     2022   Accounts payable (a)   $ 200,025     $ 136,302   Accrued payroll and welfare payable     56,754       85,229   VAT and other taxes payable     26,653       14,067   Office rental deposit     37,788       -   Payable office rental and property management fees     219,583       65,382   Others(b)     65,242       66,756   Total other payables and accruals   $ 606,045     $ 367,736       (a) Accounts payable primarily include supplier’s service charges.         (b) Office expenses, such as office consumables and stationaries paid for the management of the company.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

v3.24.3

SHORT-TERM BANK BORROWINGS	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
SHORT-TERM BANK BORROWINGS	8. SHORT-TERM BANK BORROWINGS   On January 10, 2023, GZZDH borrowed $2,818(RMB20,000)  from China Construction Bank with a loan term of one year and an annualized interest rate of 4%. The loan is unsecured.

v3.24.3

INCOME TAXES	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	9. INCOME TAXES   Cayman Islands   HHEG Cayman is a tax-exempted company incorporated in the Cayman Islands. Under the current laws of Cayman Islands, the Company is not subject to income, corporate or capital gains tax, and Cayman Islands currently have no form of estate duty, inheritance tax or gift tax. In addition, payments of dividends and capital in respect of their shares are not subject to taxation and no withholding will be required in the Cayman Islands on the payment of any dividend or capital to any holder of their shares, nor will gains derived from the disposal of their shares be subject to Cayman Islands income or corporation tax. No provision for income taxes in the Cayman Islands has been made as the Company had no taxable income for the years ended December 31, 2023 and 2022.   Seychelles   HGSL and HGCL are tax-exempted companies incorporated in Seychelles. Under the current laws of Seychelles, HGSL and HGCL are not subject to income, corporate or capital gains tax, and Seychelles currently have no form of estate duty, inheritance tax or gift tax. In addition, payments of dividends and capital in respect of their shares are not subject to taxation and no withholding will be required in the Seychelles on the payment of any dividend or capital to any holder of their shares, nor will gains derived from the disposal of their shares be subject to Seychelles income or corporation tax. No provision for income taxes in the Seychelles has been made as HGSL and HGCL had no taxable income for the years ended December 31, 2023 and 2022.   Hong Kong   HGHK is incorporated in Hong Kong and is subject to an income tax rate of 16.5% for taxable income generated from operations in Hong Kong. No provision for income taxes in Hong Kong has been made as HGHK had no taxable income for the years ended December 31, 2023 and 2022.   PRC   The Company’s PRC subsidiaries are subject to 25% standard enterprise income tax except for those accepted as deemed profit method enterprises, or qualified for small-scale enterprises, or granted preferential tax treatment. ZDSE, JEMT,HHMT and SJMC enjoyed a preferential tax rate of 2.5% for the year ended December 31, 2023 and 10% for the year ended December 31, 2022.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   ZDSE, JEMT,HHMT and SJMC enjoy a preferential tax rate of 2.5% for the years ended December 31, 2023 and 10% for the year ended December 31, 2022.   Income tax expense (benefits)  SCHEDULE OF INCOME TAX EXPENSES BENEFITS       2023     2022   Current tax expense   $ 18,509     $ 14,925   Deferred tax expense (benefits)     -       -   Total income taxes   $ 18,509     $ 14,925     Income taxes of ZDSE, JEMT, HHMT and SJMC are accrued at the tax rate of 2.5%. The deferred income tax assets of ZDSE are calculated according to the preferential tax rate of 5% for the years ended December 31, 2023 and 2022?.  SCHEDULE OF RECONCILIATION OF EFFECTIVE INCOME TAX RATES       2023     2022   Profit (loss) before tax   $ 5,840     $ (268,351 ) Tax (credit) calculated at statutory tax rate (25%)     1,460       (67,087 ) Valuation allowance     17,049       82,012   Total income taxes   $ 18,509     $ 14,925     The Company’s other subsidiaries have not recognized deferred income tax assets as of December 31, 2023 and 2022.

v3.24.3

LEASES	12 Months Ended
	Dec. 31, 2023
Leases
LEASES	10. LEASES   The adoption of the new lease guidance did not have a material impact on the Company’s results of operations or liquidity but resulted in the recognition of operating lease liabilities and operating lease right-of-use assets on its balance sheets. Right-of-use (“ROU”) assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.   The Company leased various training centers in the PRC. Rent expense for the year ended December 31, 2023 was $269,318. The longest lease term expires in November 2027. There are no residual value guarantees and no restrictions or covenants imposed by the lease.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   Significant assumptions and judgments made as part of the adoption of this new lease standard include determining (i) whether a contract contains a lease, (ii) whether a contract involves an identified asset, and (iii) which party to the contract directs the use of the asset. The discount rates used to calculate the present value of   lease payments were determined based on hypothetical borrowing rates available to the Company over terms similar to the lease terms.   The Company’s future minimum payments under long-term non-cancelable operating leases are as follows:  SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER LONG-TERM NON -CANCELABLE OPERATING LEASES       As of Dec 31, 2023     As of Dec 31, 2022   Within 1 year     553,504       235,961   After 1 year but within 5 years     577,227       343,465   Total lease payments     1,130,731       579,426   Less: imputed interest     (65,379 )     (33,681 ) Total lease obligations     1,065,352       545,745   Less: current obligations     (513,967 )     (214,758 ) Long-term lease obligations     551,385       330,987     Other information:  SCHEDULE OF OTHER INFORMATION OF OPERATING LEASES       Dec 31, 2023     Dec 31, 2022       For year ended       Dec 31, 2023     Dec 31, 2022   Cash paid for amounts included in the measurement of lease liabilities:             Operating cash flow from operating lease     134,903       198,874   Right-of-use assets obtained in exchange for operating lease liabilities     1,081,423       554,643   Remaining lease term for operating lease (years)     1.25 to3.92       0.25 to 2.75   Weighted average discount rate for operating lease     4.75 %     4.75 %     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

v3.24.3

RELATED PARTIES TRANSACTIONS	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTIES TRANSACTIONS	11. RELATED PARTIES TRANSACTIONS   (a) The Company had the following balances due to related parties:       (b)   SCHEDULE OF AMOUNT DUE TO RELATED PARTIES     Relationship   Dec 31, 2023     Dec 31, 2022   Shufang Zeng   Shareholder and director of the Company     186,520       -   Junze Zhang   Chairman of the Company Joint Meeting     766,638       698,624   Qing Zuo   Chairman of the Board of ZDSE since December 20, 2018     6,188       6,356   Total       $ 959,346     $ 704,980     The balances represent cash advances from related parties.   The balances with related parties are unsecured, non-interest bearing and repayable on demand.   From time to time, the CEO of the Company advanced funds to the Company for working capital purpose.   (b) Transactions       For the years ended December 31,       2023     2022   Cash advance from related parties                 Qing Zuo     -       151   Junze Zhang     67,472       43,317   Shufang Zeng     186,520       -       $ 253,992     $ 43,488     (c) The Company lent funds to the following related parties. These loans were unsecured, non-interest bearing and repayable on demand.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS       For the years ended December 31,       2023     2022   Songlin Zhu   $ 209,432            -   Zheng Pei     33,257       -   Xinwen Yang     2,808       -       $ 245,497     $ -

v3.24.3

RESERVES	12 Months Ended
	Dec. 31, 2023
Reserves
RESERVES	12. RESERVES   (a) Statutory reserve   Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion. These reserves can only be used for specific purposes of enterprise expansion and are not distributable as cash dividends. During the years ended December 31, 2023 and 2022, the Company did not accrue any statutory reserve.   (b) Currency translation reserve   The currency translation reserve represents translation differences arising from translation of foreign currency financial statements into the Company’s reporting currency.

v3.24.3

SEGMENT DATA	12 Months Ended
	Dec. 31, 2023
Segment Reporting [Abstract]
SEGMENT DATA	13. SEGMENT DATA   The Company has organized its operations into four operating segments. The segments reflect the way the Company evaluates its business performance and manages its operations by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company.   The company shows the financial operation and asset according to four business segments:   (a) Education and training business projects include: education training, financial management consulting, economic information consulting, electronic commerce operation, database management, sporting goods, crafts, arts and electronic product sales;   (b) Media’s business projects include: cultural exchange event planning; conference planning; corporate image planning; marketing planning; exhibition planning; stage lighting, audio equipment, display equipment, and technology development and sales, leasing, and door-to-door integration of multimedia teaching systems Installation, on-site maintenance, etc.   (c) Consulting services business projects include: education information consulting, enterprise management consulting, cultural activity planning, meeting planning, enterprise image planning, marketing planning, research and development of educational software technology and so on.   (d) Human resources outsourcing service revenue projects include: HR Technology + Platform + Service” utilizes HR technology to build an HR platform that will provide payroll, personnel recruitment, labor dispatch, flexible employment, fiscal and tax planning and legal HR consultation through a mobile app and SDYL’s website.   Specific structure information in 2023 sees table below: SCHEDULE OF SEGMENT DATA       Education and training     Exhibition planning service     Consulting service     Human resources outsourcing service     Totals   Revenue from external customers     505,272       551,424       132,124       182,302       1,371,122   Intersegment revenue     -       -       -       -       -   Interest income     42       2       21       95       160   Interest expense     1,257       238       3,237       201       4,933   Depreciation and amortization     6,512       -       190       45       6,747   Gross profit     485,216       320,908       131,096       181,203       1,118,423   Segment profit margin     35 %     23 %     10 %     13 %     81 % Operating income (loss)     (144,964 )     214,695       (195,594 )     128,971       3,108   Segment assets     577,840       643,107       1,115,875       309,642       2,646,464   Expenditures for segment assets     8,688       -       -       -       8,688     Specific structure information in 2022 sees table below:       Education and training     Exhibition planning service     Consulting service     Human resources outsourcing service     Totals   Revenue from external customers     796,257       292,273       17,698       121       1,106,349   Intersegment revenue     -       -       -       -       -   Interest income     122       2       10       27       161   Interest expense     1,876       260       2,957       51       5,144   Depreciation and amortization     15,028       -       366       -       15,394   Gross profit     619,619       200,503       17,698       121       837,941   Segment profit margin     56 %     18 %     2 %     0       76 % Operating income (loss)     (9,594 )     96,701       (343,756 )     （9,137）       (265,786 ) Segment assets     749,015       444,895       207,487       88,506       1,489,903   Expenditures for segment assets     3,369       -       -       -       3,369

v3.24.3

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	14.SUBSEQUENT EVENTS   Huahui (Huaian) Education Equipment Technology Co., Limited(“HHHA”) was incorporated in the PRC on February 1, 2024, and is a 100% owned subsidiary of HETC. HHHA, which is engaged in the sale of teaching equipment such as computers, desks and chairs, commenced operations in July 2024.

v3.24.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	(a) Basis of Presentation   The accompanying financial statements include the balances and results of operations of the Company have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“US GAAP”).   The Company incurred a net loss of $12,669 for the year ended December 31, 2023 and as of December 31, 2023 had cash and cash equivalents of $298,437, working capital of $982,841 and an accumulated deficit of $509,717.   The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.   The Company expects to finance operations primarily through cash flow from revenue and capital contributions from our Chairman Mr. Junze Zhang. During the year, our Chairman provided financial support for the operations of the Company. In the event that we will require additional funding to finance the growth of our current and expected future operations as well as to achieve our strategic objectives, our Chairman has indicated the intent and ability to provide additional equity financing.   These conditions raise substantial doubt about our ability to continue as a going concern. Our continuation as a going concern is dependent on our ability to meet obligations as they become due and to obtain additional equity or alternative financing required to fund operations until sufficient sources of recurring revenues can be generated. There can be no assurance that we will be successful in our strategies described above or in attracting equity or alternative financing on acceptable terms, or if at all. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis of Consolidation	(b) Basis of Consolidation   The consolidated financial statements include the financial statements of the Company and its subsidiaries. Subsidiaries are all entities over which the Company has control. Control exists when the Company has the power over the entity, exposure, or rights to variable returns from involvement in the entity, and the ability to use power over the entity to affect returns through its power over the entity. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
Use of estimate	(c) Use of estimates   The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent liabilities at the balance sheet date, and revenue and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Company’s financial statements include the valuation allowance for deferred tax assets, economic lives and impairment of leasehold improvements and equipment, allowance for doubtful accounts and etc. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Cash and Cash Equivalents	(d) Cash and Cash Equivalents   The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. All cash and cash equivalents relate to cash on hand and cash at banks   at December 31, 2023 and 2022.   The Renminbi is not freely convertible into foreign currencies. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business.
Leasehold Improvement and Equipment	(e) Leasehold Improvement and Equipment   An item of leasehold improvement and equipment is stated at cost less any accumulated depreciation and any accumulated allowance for decrease in value (if any).   The cost of an item of leasehold improvement and equipment comprises its purchase price, import duties and non-refundable purchase taxes (after deducting trade discounts and rebates) and any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. These can include the initial estimate of costs of dismantling and removing the item, and restoring the site on which it is located, the obligation for which an entity incurs either when the item is acquired or as a consequence of having used the item during a particular period.   The cost of replacing part of a leasehold improvement and equipment is included in the carrying amount of the asset when it is probable that future economic benefits will flow to the Company and the carrying amount of those replaced parts is derecognized. Repairs and maintenance are charged to the statement of income during the financial period in which they are incurred.   Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows:  SCHEDULE OF ESTIMATE USEFUL LIFE OF ASSETS   Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 3-5 years   The assets’ residual value, useful lives, and depreciation method are regularly reviewed.
Impairment of long-lived assets	(f) Impairment of long-lived assets   The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. Whenever there is an indication showing a permanent decrease in the amount of leasehold improvement and equipment; such as an evidence of obsolescence or physical damage of an asset, significant changes in the manner in which an asset is used or is expected to be used, the Company shall recognize loss on decrease in value of leasehold improvement and equipment in the statement of income where the carrying amount of asset is higher than the recoverable amount. The Company measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Company would recognize an impairment loss based on the fair value of the assets. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2023 and 2022.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Value added tax (“VAT”)	(g) Value added tax (“VAT”)   According to Article 1 of Notice CS (2019) No. 13, VAT small-scale taxpayers with monthly sales not exceeding RMB 100,000 are exempt from VAT. The implementation date of this paper is from January 1, 2019 to December 31, 2021. According to the “Notice of the State Administration of Taxation on Issues Concerning the Exemption of Value-Added Tax for Small and Micro Enterprises” (State Administration of Taxation Announcement No. 52 of 2017, now abolished), from January 1, 2018 to December 31, 2020 sales of small-scale VAT taxpayers shall not exceed RMB 100,000 (tax payment of RMB 300,000 per quarter) and enjoy the preferential policy of exemption from VAT.   Announcement of the Ministry of Finance and the State Administration of Taxation No. 11 of 2021 repealed Article 1 of the notice of CS (2019) No. 13 and provides that, from April 1, 2021 to December 31, 2022, small-scale VAT taxpayers with monthly sales not exceeding RMB 150,000 are exempt from VAT.   To support novel coronavirus pneumonia prevention and control and to accelerate the resumption of work, the rate of small-scale VAT was reduced from 3% to 1% (Announcement on the value added tax policy of supporting individual industrial and commercial households to return to work—Announcement No.13, 2020 of the Ministry of Finance and the State Administration of Taxation). This preferential tax rate will be in effect until December 31, 2021 (Announcement No.7, 2021). Further, in accordance with The Announcement of Ministry of Finance and State Taxation Administration on Exemption of VAT for VAT Small-scale Taxpayer (No. 15, 2022), effective from April 1, 2022 to December 31 2022, VAT small-scale taxpayers, regardless of monthly sales, are exempt from VAT but are subject to a 3% tax rate for assessable income.   In accordance with the announcement of the Tax Bureau of the Ministry of Finance (No.1, 2023) on defining the policies of reducing or exempting the VAT for small-scale taxpayers, from January 1, 2023 to December 31, 2023, the VAT will be exempted for monthly sales below RMB 100,000 (inclusive) and quarterly sales below RMB 300,000, and VAT will be levied at a reduced rate of 1% for small-scale VAT payers applying a 3% levy rate.   Currently, of all of the Company’s Subsidiaries, with the exception of SDYL and HEMC, which is a general taxpayer and subject to a VAT rate of 6%, are small-scale taxpayers and subject to a VAT rate of 3%
Income Recognition	(h) Income Recognition   Recognition of Revenue   The primary sources of our revenues are as follows:     (a) Coaching service revenue   Revenue is reported net of business taxes and VAT. The educational services consist of training programs and courses. Tuition is generally paid in advance and is initially recorded as deferred revenue. The Company had $465,178 and $306,785 of deferred revenue as of December 31, 2023 and 2022, respectively, which will be recognized as revenue within the next 12 months. Revenue is recognized proportionately as the instruction is delivered over the period of the course for the course fees collected.     (b) Conference and exhibition planning service revenue   Conference and exhibition planning service revenue was derived from HHMT which was established in 2020 and its wholly-owned subsidiary, Shenzhen Jiarui Media Co., Limited (“SJMC”).which was established in 2021. Conference and exhibition planning service revenue in 2023 and 2022 were $551,424 and $292,273 or 40% and 26% of total revenues, respectively.
Accounts receivable	(i) Accounts receivable   Accounts receivable represents those receivables derived in the ordinary course of business, net of allowance for doubtful accounts. The Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Company uses the creditworthiness of customers, aging of the receivables, transaction history with customers and their current condition, changes in customer payment terms, specific facts and circumstances, and the overall economic climate in the industries the company serves to monitor the Company receivables within the scope of expected credit losses model and use these as a basis to develop the Company expected loss estimates. All accounts receivable have an aging of one year, so company has not made any provision for bad debts.  SCHEDULE OF ACCOUNTS RECEIVABLE     2023     2022       For the Year Ended Dec 31       2023     2022   Accounts receivable,gross   $ 557,863     $ 458,896   Less:allowance for credit loss   $ -     $ -   Accounts receivable,net   $ 557,863     $ 458,896       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   Revenue is generated through delivery services. Revenue is recognized when a customer receives services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those services. The Company applies the following five-step model in order to determine this amount:     (i) identification of the services in the contract;         (ii) determination of whether the services are performance obligations, including whether they are distinct in the context of the contract;         (iii) measurement of the transaction price, including the constraint on variable consideration;         (iv) allocation of the transaction price to the performance obligations; and         (v) recognition of revenue when (or as) the Company satisfies each performance obligation.   The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers as services are performed over the remaining contractual terms.   For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.   (c) Consulting service income is recognized when the services rendered by HEMC, which commenced operations in 2020 and HETC which commenced operations in November 2023.Consulting service revenue in 2023 and 2022 were $132,124 and $17,698 or 10% and 1.6% of total revenues, respectively.   (d) Human resources outsourcing service revenue is recognized when the services are rendered by SDYL which commenced operations in May 2022. Human resources outsourcing service revenue in 2023 and 2022 were $182,302 and $121.   Other Income and other expenses   Other income, and other expenses are recognized on an accrual basis in accordance with the substance of the relevant agreements.
Operating leases	(j) Operating leases   The Company determines if an arrangement contains a lease at inception. The Company elected the practical expedient, for all asset classes, to account for each lease component of a contract and its associated non-lease components as a single lease component, rather than allocating a standalone value to each component of a lease. For purposes of calculating operating lease obligations under the standard, the Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. The Company’s leases do not contain material residual value guarantees or material restrictive covenants. Operating lease expense is recognized on a straight-line basis over the lease terms. The discount rate used to measure a lease obligation is usually the rate implicit in the lease; however, the Company’s operating leases generally do not provide an implicit rate. Accordingly, the Company uses its incremental borrowing rate at lease commencement to determine the present value of lease payments. The incremental borrowing rate is an entity-specific rate which represents the rate of interest a lessee would pay to borrow on a collateralized basis over a similar term with similar payments.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Earnings (loss) Per Share	(k) Earnings (loss) Per Share   The Company reports earnings(loss) per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the reporting period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue Ordinary Shares were exercised and converted into Ordinary Shares. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retrospectively for all periods presented to reflect that change in capital structure.   The Company’s basic earnings (loss) per share is computed by dividing the net income(loss) available to holders by the weighted average number of the Company’s Ordinary Shares outstanding. Diluted earnings per share reflects the amount of net income (loss) available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued. The Company had no potentially dilutive Ordinary Shares as of December 31, 2023 and 2022.?.
Foreign Currency Translation	(l) Foreign Currency Translation   The Company’s reporting currency is the U.S. dollar and the functional currency is the Chinese Renminbi (“RMB”). All assets and liabilities are translated at exchange rates at the balance sheet date and revenue and expenses are translated at the average yearly exchange rates and equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of equity.   Transactions in currencies other than the functional currencies during the year are converted into the applicable functional currencies at the applicable rates of exchange prevailing at the dates of the transactions. Exchange gains and losses are recognized in the statements of operations.   The exchange rates utilized are as follows:  SUMMARY OF EXCHANGE OF CURRENCY RATES       2023     2022   Year-end RMB exchange rate     7.0971       6.9091   Average annual RMB exchange rate     7.0676       6.7131     No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Foreign Currency Risk	(m) Foreign Currency Risk   The RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of the RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Over 99% of the Company’s cash and cash equivalents are in RMB as of December 31, 2023 and 2022, respectively.
Fair Value	(n) Fair Value   Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when valuing the asset or liability. Authoritative literature provides a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:   Level 1   Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.   Level 2   Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.   Level 3   Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Fair Value of financial instruments	(o) Fair Value of financial instruments   The Company’s financial instruments consist primarily of cash and cash equivalents and accounts payable. The carrying amounts of cash and cash equivalents, accounts payable and amount due to related parties approximate their fair values due to the short-term maturities of these instruments.
Income Taxes	(p) Income Taxes   Income tax expense comprises current and deferred taxation and is recognized in profit or loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized directly in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable with respect to previous periods.     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   The Company accounts for income taxes using the asset and liability approach. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax basis of assets and liabilities, net of operating loss carry forwards and credits, by applying enacted tax rates that will be in effect for the period in which the differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in the statements of operations in the period of change.   The Company accounts for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Company believes that it is more likely than not that the tax position will be sustained on examination by the tax authorities based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expenses. The Company did not record uncertain tax positions as of December 31, 2023 and 2022 as the amounts were immaterial.
Comprehensive income	(q) Comprehensive income   Comprehensive income includes net income and foreign currency translation adjustments. Comprehensive income is reported in the statements of comprehensive income.
Concentration of credit risk	(r) Concentration of credit risk   Financial instruments that potentially expose the Company to significant concentration of credit risk consist primarily of cash and cash equivalents, accounts receivables and other receivables.   As of December 31, 2023 and 2022, substantially all of the Company’s cash and cash equivalents were deposited with financial institutions with high-credit ratings and quality.   Accounts Receivable represent tuition fees due from customers, typically are collected within a short period of time. Other receivables mainly represent short-term loans to other companies with interest charged, rental and utilities deposit. Management believes it has no significant risk related to its concentration within its accounts receivable.   The Company did not have any customers accounting for 10% or more of the net revenues during the years ended December 31, 2023 and 2022.
Share Capital	(s) Share Capital   Incremental costs directly attributable to the issue of Ordinary Shares are recognized as a deduction from equity.   (u) Recent accounting pronouncements
Recent accounting pronouncements adopted	Recent accounting pronouncements adopted   In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. For public business entities, the guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Effective January 1, 2019, the     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS   Company adopted this standard resulted in the recognition of right-of-use assets of $1,065,352 and operating lease liabilities of $1,065,352 as of December 31, 2023.   Recently issued accounting pronouncements not yet adopted   In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This Accounting Standards Update affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual rights to receive cash. For public business entities, the amendments in this Update are effective for fiscal years beginning after January 1, 2023, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Company is in the process of evaluating the impact of the adoption of this pronouncement on its consolidated financial statements.   The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s financial statements.

v3.24.3

DESCRIPTION OF BUSINESS (Tables)	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SUMMARY OF SUBSIDIARY INFORMATION	As of December 31, 2023, the Company’s subsidiaries are as follows:  SUMMARY OF SUBSIDIARY INFORMATION   Entity   Date of incorporation   Date of acquisition   Place of incorporation   Percentage of legal ownership by the Company     Principal activities Huahui Group Stock Limited (“HGSL”)   May 17, 2017   N/A   Seychelles     100 %   Holding company Huahui Group Co., Limited (“HGCL”)   May 29, 2017   N/A   Seychelles     100 %   Holding company Huahui Group (HK) Co., Limited (“HGHK”)   January 4, 2017   April 20, 2018   Hong Kong     100 %   Holding company Huahui (Shenzhen) Education Management Co., Limited (“HEMC”)   March 28, 2017   April 20, 2018   PRC     100 %   Holding company Shenzhen Huahui Shangxing Education Consulting Co., Limited (“HSEC”)   January 5, 2018   May 4, 2018   PRC     100 %   Holding company Zhongdehui (Shenzhen) Education Development Co., Limited (“ZDSE”)   January 19, 2016   June 27, 2018   PRC     100 %   Educational services Huahui Technology (HK) Co., Limited (“HTHK”)   March 25, 2020   N/A   Hong Kong     100 %   Holding company Huahui (Shenzhen) Education Technology Co., Ltd (“HETC”)   July 8, 2020   N/A   PRC     100 %   Holding company Huahui Jinming (Shenzhen) Education Technology Co., Limited (“JMET”)   July 8, 2020   N/A   PRC     100 %   Holding company Shenzhen Huahui Media Technology Co., Ltd.(“HHMT”)   August 25, 2020   N/A   PRC     100 %   Event planning and production; business planning Zhongdehui (Guangzhou) Education Consulting Co., Limited (“GZZDH”)   December 28, 2020   N/A   PRC     100 %   Educational services Zhongdehui (Shenyang) Education Consulting Co., Limited (“SYZDH”)   December 29, 2020   N/A   PRC     100 %   Educational services Shenzhen Jiarui Media Co.,Limited(SJMC)   June 4, 2021   N/A   PRC     100 %   Conference and exhibition planning Shangdong Yuli Big Data Technology Co., Limited (SDYL)   December 14, 2021   N/A   PRC     80 %   Investment holding

v3.24.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SCHEDULE OF ESTIMATE USEFUL LIFE OF ASSETS	Depreciation is calculated on the straight-line basis to write off the cost of each asset to its residual value over the estimated useful life as follows:  SCHEDULE OF ESTIMATE USEFUL LIFE OF ASSETS   Leasehold improvement Shorter of the lease term or estimated useful life Furniture and education equipment 5 years Computer equipment and software 3-5 years
SCHEDULE OF ACCOUNTS RECEIVABLE	SCHEDULE OF ACCOUNTS RECEIVABLE     2023     2022       For the Year Ended Dec 31       2023     2022   Accounts receivable,gross   $ 557,863     $ 458,896   Less:allowance for credit loss   $ -     $ -   Accounts receivable,net   $ 557,863     $ 458,896
SUMMARY OF EXCHANGE OF CURRENCY RATES	The exchange rates utilized are as follows:  SUMMARY OF EXCHANGE OF CURRENCY RATES       2023     2022   Year-end RMB exchange rate     7.0971       6.9091   Average annual RMB exchange rate     7.0676       6.7131

v3.24.3

LEASEHOLD IMPROVEMENT AND EQUIPMENT, NET (Tables)	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
SCHEDULE OF LEASEHOLD IMPROVEMENTS AND EQUIPMENT	SCHEDULE OF LEASEHOLD IMPROVEMENTS AND EQUIPMENT       2023     2022   Furniture and education equipment   $ 29,690     $ 22,917   Computer equipment and software     66,439       68,248   Leasehold improvements     71,198       73,135   Leasehold improvement and equipment, gross   $ 167,327     $ 164,300   Less: accumulated depreciation     (150,728 )     (147,929 ) Leasehold improvement and equipment, net   $ 16,599     $ 16,371

v3.24.3

ACCOUNTS RECEIVABLE (Tables)	12 Months Ended
	Dec. 31, 2023
Credit Loss [Abstract]
SCHEDULE OF ACCOUNTS RECEIVABLE AND ALLOWANCE	The Accounts receivable and allowance balances at December 31, 2023 and 2022 are as follows:  SCHEDULE OF ACCOUNTS RECEIVABLE AND ALLOWANCE       2023     2022   Accounts receivable   $ 557,863     $ 458,896   Less: allowance for doubtful accounts     -       -   Accounts receivable, net   $ 557,863     $ 458,896

v3.24.3

ACCOUNTS PAYABLE, OTHER PAYABLES AND ACCRUALS (Tables)	12 Months Ended
	Dec. 31, 2023
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE, OTHER PAYABLES AND ACCRUALS	SCHEDULE OF ACCOUNTS PAYABLE, OTHER PAYABLES AND ACCRUALS       2023     2022   Accounts payable (a)   $ 200,025     $ 136,302   Accrued payroll and welfare payable     56,754       85,229   VAT and other taxes payable     26,653       14,067   Office rental deposit     37,788       -   Payable office rental and property management fees     219,583       65,382   Others(b)     65,242       66,756   Total other payables and accruals   $ 606,045     $ 367,736       (a) Accounts payable primarily include supplier’s service charges.         (b) Office expenses, such as office consumables and stationaries paid for the management of the company.

v3.24.3

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
SCHEDULE OF INCOME TAX EXPENSES BENEFITS	Income tax expense (benefits)  SCHEDULE OF INCOME TAX EXPENSES BENEFITS       2023     2022   Current tax expense   $ 18,509     $ 14,925   Deferred tax expense (benefits)     -       -   Total income taxes   $ 18,509     $ 14,925
SCHEDULE OF RECONCILIATION OF EFFECTIVE INCOME TAX RATES	SCHEDULE OF RECONCILIATION OF EFFECTIVE INCOME TAX RATES       2023     2022   Profit (loss) before tax   $ 5,840     $ (268,351 ) Tax (credit) calculated at statutory tax rate (25%)     1,460       (67,087 ) Valuation allowance     17,049       82,012   Total income taxes   $ 18,509     $ 14,925

v3.24.3

LEASES (Tables)	12 Months Ended
	Dec. 31, 2023
Leases
SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER LONG-TERM NON -CANCELABLE OPERATING LEASES	The Company’s future minimum payments under long-term non-cancelable operating leases are as follows:  SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER LONG-TERM NON -CANCELABLE OPERATING LEASES       As of Dec 31, 2023     As of Dec 31, 2022   Within 1 year     553,504       235,961   After 1 year but within 5 years     577,227       343,465   Total lease payments     1,130,731       579,426   Less: imputed interest     (65,379 )     (33,681 ) Total lease obligations     1,065,352       545,745   Less: current obligations     (513,967 )     (214,758 ) Long-term lease obligations     551,385       330,987
SCHEDULE OF OTHER INFORMATION OF OPERATING LEASES	Other information:  SCHEDULE OF OTHER INFORMATION OF OPERATING LEASES       Dec 31, 2023     Dec 31, 2022       For year ended       Dec 31, 2023     Dec 31, 2022   Cash paid for amounts included in the measurement of lease liabilities:             Operating cash flow from operating lease     134,903       198,874   Right-of-use assets obtained in exchange for operating lease liabilities     1,081,423       554,643   Remaining lease term for operating lease (years)     1.25 to3.92       0.25 to 2.75   Weighted average discount rate for operating lease     4.75 %     4.75 %

v3.24.3

RELATED PARTIES TRANSACTIONS (Tables)	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
SCHEDULE OF AMOUNT DUE TO RELATED PARTIES	SCHEDULE OF AMOUNT DUE TO RELATED PARTIES     Relationship   Dec 31, 2023     Dec 31, 2022   Shufang Zeng   Shareholder and director of the Company     186,520       -   Junze Zhang   Chairman of the Company Joint Meeting     766,638       698,624   Qing Zuo   Chairman of the Board of ZDSE since December 20, 2018     6,188       6,356   Total       $ 959,346     $ 704,980         For the years ended December 31,       2023     2022   Cash advance from related parties                 Qing Zuo     -       151   Junze Zhang     67,472       43,317   Shufang Zeng     186,520       -       $ 253,992     $ 43,488           For the years ended December 31,       2023     2022   Songlin Zhu   $ 209,432            -   Zheng Pei     33,257       -   Xinwen Yang     2,808       -       $ 245,497     $ -

v3.24.3

SEGMENT DATA (Tables)	12 Months Ended
	Dec. 31, 2023
Segment Reporting [Abstract]
SCHEDULE OF SEGMENT DATA	Specific structure information in 2023 sees table below: SCHEDULE OF SEGMENT DATA       Education and training     Exhibition planning service     Consulting service     Human resources outsourcing service     Totals   Revenue from external customers     505,272       551,424       132,124       182,302       1,371,122   Intersegment revenue     -       -       -       -       -   Interest income     42       2       21       95       160   Interest expense     1,257       238       3,237       201       4,933   Depreciation and amortization     6,512       -       190       45       6,747   Gross profit     485,216       320,908       131,096       181,203       1,118,423   Segment profit margin     35 %     23 %     10 %     13 %     81 % Operating income (loss)     (144,964 )     214,695       (195,594 )     128,971       3,108   Segment assets     577,840       643,107       1,115,875       309,642       2,646,464   Expenditures for segment assets     8,688       -       -       -       8,688     Specific structure information in 2022 sees table below:       Education and training     Exhibition planning service     Consulting service     Human resources outsourcing service     Totals   Revenue from external customers     796,257       292,273       17,698       121       1,106,349   Intersegment revenue     -       -       -       -       -   Interest income     122       2       10       27       161   Interest expense     1,876       260       2,957       51       5,144   Depreciation and amortization     15,028       -       366       -       15,394   Gross profit     619,619       200,503       17,698       121       837,941   Segment profit margin     56 %     18 %     2 %     0       76 % Operating income (loss)     (9,594 )     96,701       (343,756 )     （9,137）       (265,786 ) Segment assets     749,015       444,895       207,487       88,506       1,489,903   Expenditures for segment assets     3,369       -       -       -       3,369

v3.24.3

SUMMARY OF SUBSIDIARY INFORMATION (Details)	12 Months Ended
	Dec. 31, 2023
Huahui Group Stock Limited [Member]
Date of incorporation	May 17, 2017
Place of incorporation	Seychelles
Percentage of legal ownership by the Company	100.00%
Principal activities	Holding company
Huahui Group Co., Limited [Member]
Date of incorporation	May 29, 2017
Place of incorporation	Seychelles
Percentage of legal ownership by the Company	100.00%
Principal activities	Holding company
Huahui Group (HK) Co., Limited [Member]
Date of incorporation	Jan. 04, 2017
Place of incorporation	Hong Kong
Percentage of legal ownership by the Company	100.00%
Principal activities	Holding company
Date of acquisition	Apr. 20, 2018
Huahui (Shenzhen) Education Management Co., Limited [Member]
Date of incorporation	Mar. 28, 2017
Place of incorporation	PRC
Percentage of legal ownership by the Company	100.00%
Principal activities	Holding company
Date of acquisition	Apr. 20, 2018
Shenzhen Huahui Shangxing Education Consulting Co., Limited [Member]
Date of incorporation	Jan. 05, 2018
Place of incorporation	PRC
Percentage of legal ownership by the Company	100.00%
Principal activities	Holding company
Date of acquisition	May 04, 2018
Zhongdehui (Shenzhen) Education Development Co., Limited [Member]
Date of incorporation	Jan. 19, 2016
Place of incorporation	PRC
Percentage of legal ownership by the Company	100.00%
Principal activities	Educational services
Date of acquisition	Jun. 27, 2018
Huahui Technology (HK) Co., Limited [Member]
Date of incorporation	Mar. 25, 2020
Place of incorporation	Hong Kong
Percentage of legal ownership by the Company	100.00%
Principal activities	Holding company
Huahui Shenzhen Education Technology Co Ltd [Member]
Date of incorporation	Jul. 08, 2020
Place of incorporation	PRC
Percentage of legal ownership by the Company	100.00%
Principal activities	Holding company
Huahui Jinming Shenzhen Education Technology Co Limited [Member]
Date of incorporation	Jul. 08, 2020
Place of incorporation	PRC
Percentage of legal ownership by the Company	100.00%
Principal activities	Holding company
Shenzhen Huahui Media Technology Co Ltd [Member]
Date of incorporation	Aug. 25, 2020
Place of incorporation	PRC
Percentage of legal ownership by the Company	100.00%
Principal activities	Event planning and production; business planning
Zhongdehui Guangzhou Education Consulting Co Limited [Member]
Date of incorporation	Dec. 28, 2020
Place of incorporation	PRC
Percentage of legal ownership by the Company	100.00%
Principal activities	Educational services
Zhongdehui Shenyang Education Consulting Co Limited [Member]
Date of incorporation	Dec. 29, 2020
Place of incorporation	PRC
Percentage of legal ownership by the Company	100.00%
Principal activities	Educational services
Shenzhen Jiarui Media Co Limited [Member]
Date of incorporation	Jun. 04, 2021
Place of incorporation	PRC
Percentage of legal ownership by the Company	100.00%
Principal activities	Conference and exhibition planning
Shangdong Yult Big Data Technology Co Limited [Member]
Date of incorporation	Dec. 14, 2021
Place of incorporation	PRC
Percentage of legal ownership by the Company	80.00%
Principal activities	Investment holding

v3.24.3

SCHEDULE OF ESTIMATE USEFUL LIFE OF ASSETS (Details)	Dec. 31, 2023
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration]	Property plant and equipment useful life
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	5 years
Computer Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	3 years
Computer Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life	5 years

v3.24.3

SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Accounts receivable,gross	$ 557,863	$ 458,896
Less:allowance for credit loss
Accounts receivable,net	$ 557,863	$ 458,896

v3.24.3

SUMMARY OF EXCHANGE OF CURRENCY RATES (Details)	Dec. 31, 2023	Dec. 31, 2022
Year-End RMB [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Foreign currency exchange rate, translation	7.0971	6.9091
Annual-Average RMB [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Foreign currency exchange rate, translation	7.0676	6.7131

v3.24.3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	12 Months Ended			21 Months Ended	36 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2023 CNY (¥)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2021 CNY (¥)	Dec. 31, 2020 CNY (¥)
Product Information [Line Items]
Net Income (Loss) Attributable to Parent	$ 12,669		$ 283,276
Cash and Cash Equivalents, at Carrying Value	298,437		84,487
Working capital	982,841
Retained Earnings (Accumulated Deficit)	(509,717)		(472,503)
Deferred Revenue	465,178		306,785
Revenue from Contract with Customer, Excluding Assessed Tax	$ 1,371,122		$ 1,106,349
Cash and cash equivalents rate	99.00%		99.00%
Operating lease right-of-use assets	$ 1,065,352		$ 545,745
Operating lease liabilities	$ 1,065,352		$ 545,745
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member]
Product Information [Line Items]
Concentration of credit risk	10.00%	10.00%	10.00%
Minimum [Member]
Product Information [Line Items]
Tax rate	1.00%	1.00%
Maximum [Member]
Product Information [Line Items]
Tax rate	3.00%	3.00%
Valued Added Tax [Member]
Product Information [Line Items]
VAT monthly small scale | ¥					¥ 100,000	¥ 300,000
VAT monthly small scale | ¥						¥ 100,000
Vat rate description	3% to 1%	3% to 1%
Tax rate for assessable income	3.00%	3.00%
Income tax percentage, small-scale taxpayers	6.00%	6.00%
Income tax percentage, exempt from VAT payments	3.00%	3.00%
Valued Added Tax [Member] | Minimum [Member]
Product Information [Line Items]
VAT monthly small scale | ¥				¥ 150,000
VAT monthly small scale | ¥		¥ 100,000
VAT quarterly small scale | ¥		¥ 300,000
Conference and exhibition planning [Member]
Product Information [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 551,424		$ 292,273
Recognition of revenue, percentage	40.00%	40.00%	26.00%
Consulting Service [Member]
Product Information [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 132,124		$ 17,698
Recognition of revenue, percentage	10.00%	10.00%	1.60%
Human Resource Outsourcing [Member]
Product Information [Line Items]
Revenue from Contract with Customer, Excluding Assessed Tax	$ 182,302		$ 121
Operating lease right-of-use assets	$ 1,065,352

v3.24.3

SCHEDULE OF LEASEHOLD IMPROVEMENTS AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Furniture and education equipment	$ 29,690	$ 22,917
Computer equipment and software	66,439	68,248
Leasehold improvements	71,198	73,135
Leasehold improvement and equipment, gross	167,327	164,300
Less: accumulated depreciation	(150,728)	(147,929)
Leasehold improvement and equipment, net	$ 16,599	$ 16,371

v3.24.3

LEASEHOLD IMPROVEMENT AND EQUIPMENT, NET (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 6,747	$ 15,394

v3.24.3

SCHEDULE OF ACCOUNTS RECEIVABLE AND ALLOWANCE (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Credit Loss [Abstract]
Accounts receivable	$ 557,863	$ 458,896
Less: allowance for doubtful accounts
Accounts receivable,net	$ 557,863	$ 458,896

v3.24.3

ACCOUNTS RECEIVABLE (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Credit Loss [Abstract]
Allowance for doubtful accounts

v3.24.3

SCHEDULE OF ACCOUNTS PAYABLE, OTHER PAYABLES AND ACCRUALS (Details) - USD ($)		Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accounts payable	[1]	$ 200,025	$ 136,302
Accrued payroll and welfare payable		56,754	85,229
VAT and other taxes payable		26,653	14,067
Office rental deposit		37,788
Payable office rental and property management fees		219,583	65,382
Others	[2]	65,242	66,756
Total other payables and accruals		$ 606,045	$ 367,736
[1] Accounts payable primarily include supplier’s service charges. [2] Office expenses, such as office consumables and stationaries paid for the management of the company.

v3.24.3

SHORT-TERM BANK BORROWINGS (Details Narrative)	Jan. 10, 2023 USD ($)	Dec. 31, 2023 USD ($)	Jan. 10, 2023 CNY (¥)	Dec. 31, 2022 USD ($)
Short-Term Debt [Line Items]
Short term borrowing		$ 2,818
Construction Loan Payable [Member]
Short-Term Debt [Line Items]
Short term borrowing	$ 2,818		¥ 20,000
Short term borrowing interst rate	4.00%

v3.24.3

SCHEDULE OF INCOME TAX EXPENSES BENEFITS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Current tax expense	$ 18,509	$ 14,925
Deferred tax expense (benefits)
Total income taxes	$ 18,509	$ 14,925

v3.24.3

SCHEDULE OF RECONCILIATION OF EFFECTIVE INCOME TAX RATES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Profit (loss) before tax	$ 5,840	$ (268,351)
Tax (credit) calculated at statutory tax rate (25%)	1,460	(67,087)
Valuation allowance	17,049	82,012
Total income taxes	$ 18,509	$ 14,925

v3.24.3

SCHEDULE OF RECONCILIATION OF EFFECTIVE INCOME TAX RATES (Details) (Parenthetical)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income tax statutory tax rate	25.00%

v3.24.3

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Provision for income taxes	$ 18,509	$ 14,925
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	25.00%
Deferred tax assets	$ 0	$ 0
ZDSE, JEMT, HHMT and SJMC [Member]
Income tax preferential tax rate	2.50%	10.00%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	2.50%
ZDSE [Member]
Income tax preferential tax rate	5.00%	5.00%
CAYMAN ISLANDS
Provision for income taxes	$ 0	$ 0
SEYCHELLES
Provision for income taxes	0	0
HONG KONG
Provision for income taxes	$ 0	$ 0
Income tax rate	16.50%
CHINA
Income tax rate	25.00%

v3.24.3

SCHEDULE OF FUTURE MINIMUM PAYMENTS UNDER LONG-TERM NON -CANCELABLE OPERATING LEASES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Leases
Within 1 year	$ 553,504	$ 235,961
After 1 year but within 5 years	577,227	343,465
Total lease payments	1,130,731	579,426
Less: imputed interest	(65,379)	(33,681)
Total lease obligations	1,065,352	545,745
Less: current obligations	(513,967)	(214,758)
Long-term lease obligations	$ 551,385	$ 330,987

v3.24.3

SCHEDULE OF OTHER INFORMATION OF OPERATING LEASES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating cash flow from operating lease	$ 134,903	$ 198,874
Right-of-use assets obtained in exchange for operating lease liabilities	$ 1,081,423	$ 554,643
Weighted average discount rate for operating lease	4.75%	4.75%
Minimum [Member]
Remaining lease term for operating lease (years)	1 year 3 months	3 months
Maximum [Member]
Remaining lease term for operating lease (years)	3 years 11 months 1 day	2 years 9 months

v3.24.3

LEASES (Details Narrative)	12 Months Ended
	Dec. 31, 2023 USD ($)
Leases
Rent expense	$ 269,318
Lessee operating lease description	The longest lease term expires in November 2027.

v3.24.3

SCHEDULE OF AMOUNT DUE TO RELATED PARTIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Total	$ 959,346	$ 704,980
Shufang Zeng [Member]
Related Party Transaction [Line Items]
Relationship	Shareholder and director of the Company	Shareholder and director of the Company
Total	$ 186,520
Junze Zhang [Member]
Related Party Transaction [Line Items]
Relationship	Chairman of the Company Joint Meeting	Chairman of the Company Joint Meeting
Total	$ 766,638	$ 698,624
Qing Zuo [Member]
Related Party Transaction [Line Items]
Relationship	Chairman of the Board of ZDSE since December 20, 2018	Chairman of the Board of ZDSE since December 20, 2018
Total	$ 6,188	$ 6,356

v3.24.3

RELATED PARTIES TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Cash advance from related parties	$ 253,992	$ 43,488
Repayment to related parties	245,497
Qing Zuo [Member]
Related Party Transaction [Line Items]
Cash advance from related parties		151
Junze Zhang [Member]
Related Party Transaction [Line Items]
Cash advance from related parties	67,472	43,317
Shufang Zeng [Member]
Related Party Transaction [Line Items]
Cash advance from related parties	186,520
Songlin Zhu [Member]
Related Party Transaction [Line Items]
Repayment to related parties	209,432
Zheng Pei [Member]
Related Party Transaction [Line Items]
Repayment to related parties	33,257
Xinwen Yang [Member]
Related Party Transaction [Line Items]
Repayment to related parties	$ 2,808

v3.24.3

RESERVES (Details Narrative)	12 Months Ended
	Dec. 31, 2023
PRC's Foreign Investment Enterprises [Member]
Legal reserves percentage description	Pursuant to the laws applicable to the PRC’s Foreign Investment Enterprises, the Company must make appropriations from after-tax profit to non-distributable reserve funds. Subject to certain cumulative limits, the general reserve requires annual appropriations of 10% of after-tax profits as determined under the PRC laws and regulations at each year-end until the balance reaches 50% of the PRC entity registered capital; the other reserve appropriations are at the Company’s discretion

v3.24.3

SCHEDULE OF SEGMENT DATA (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue from External Customer [Line Items]
Revenue from external customers	$ 1,371,122	$ 1,106,349
Intersegment revenue
Interest income	160	161
Interest expense	4,933	5,144
Depreciation and amortization	6,747	15,394
Gross profit	$ 1,118,423	$ 837,941
Segment profit margin percentage	81.00%	76.00%
Operating income (loss)	$ 3,108	$ (265,786)
Segment assets	2,646,464	1,489,903
Expenditures for segment assets	8,688	3,369
Education and Training [Member]
Revenue from External Customer [Line Items]
Revenue from external customers	505,272	796,257
Intersegment revenue
Interest income	42	122
Interest expense	1,257	1,876
Depreciation and amortization	6,512	15,028
Gross profit	$ 485,216	$ 619,619
Segment profit margin percentage	35.00%	56.00%
Operating income (loss)	$ (144,964)	$ (9,594)
Segment assets	577,840	749,015
Expenditures for segment assets	8,688	3,369
Exhibition Planning Service [Member]
Revenue from External Customer [Line Items]
Revenue from external customers	551,424	292,273
Intersegment revenue
Interest income	2	2
Interest expense	238	260
Depreciation and amortization
Gross profit	$ 320,908	$ 200,503
Segment profit margin percentage	23.00%	18.00%
Operating income (loss)	$ 214,695	$ 96,701
Segment assets	643,107	444,895
Expenditures for segment assets
Consulting Service [Member]
Revenue from External Customer [Line Items]
Revenue from external customers	132,124	17,698
Intersegment revenue
Interest income	21	10
Interest expense	3,237	2,957
Depreciation and amortization	190	366
Gross profit	$ 131,096	$ 17,698
Segment profit margin percentage	10.00%	2.00%
Operating income (loss)	$ (195,594)	$ (343,756)
Segment assets	1,115,875	207,487
Expenditures for segment assets
Human Resources Outsourcing Service [Member]
Revenue from External Customer [Line Items]
Revenue from external customers	182,302	121
Intersegment revenue
Interest income	95	27
Interest expense	201	51
Depreciation and amortization	45
Gross profit	$ 181,203	$ 121
Segment profit margin percentage	13.00%	0.00%
Operating income (loss)	$ 128,971	$ 9,137
Segment assets	309,642	88,506
Expenditures for segment assets

v3.24.3

SUBSEQUENT EVENTS (Details Narrative)	Feb. 01, 2024
Subsequent Event [Member] | Huahui (Huaian) Education Equipment Technology Co., Limited [Member]
Subsequent Event [Line Items]
Subsidiary, Ownership Percentage, Parent	100.00%

---