Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended March 31, 2024

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

For the transition period from ______ to ______

Commission File Number 333-252500

YCQH AGRICULTURAL TECHNOLOGY CO. LTD

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

Nevada

2870

61-1948707

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

No. 1104, Ren Min Nan Road No. 45,

Wuhou District, Chengdu, Sichuan Province, China 610000.

(Address of principal executive offices, including zip code)

(+86) 13981161812

(Registrant’s telephone number, including area code)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

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

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE

PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

N/A

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

Title of each class		Trading Symbol(s)		Name on each exchange on which registered
N/A		N/A		N/A

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at May 20, 2024
Common Stock, $0.0001 par value		101,400,000

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION

ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:	F-1

	UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2024 AND DECEMBER 31, 2023	F-1

	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023	F-2

	UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023	F-3

	UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023	F-4

	NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-5 – F-17

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3-6

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	7

ITEM 4.	CONTROLS AND PROCEDURES	7

PART II	OTHER INFORMATION

ITEM 1	LEGAL PROCEEDINGS	9

ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	9

ITEM 3	DEFAULTS UPON SENIOR SECURITIES	9

ITEM 4	MINE SAFETY DISCLOSURES	9

ITEM 5	OTHER INFORMATION	9

ITEM 6	EXHIBITS	9

SIGNATURES		10

-2-

PART I — FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

YCQH AGRICULTURAL TECHNOLOGY CO. LTD

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2024 AND DECEMBER 31, 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

	As of March 31, 2024			As of December 31, 2023

ASSETS
Current assets
Cash and cash equivalents	$	131,357		$	95,938
Inventories		120,832			113,688
Prepayment, deposits and other receivables		177,923			132,747
Total current assets		430,112			342,373

Non-current Assets
Right-of-use assets, net	$	27,648		$	34,954
Total non-current assets		27,648			34,954

TOTAL ASSETS	$	457,760		$	377,327

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Trade payables	$	24,566		$	12,597
Other payables and accrued liabilities		51,623			32,242
Deferred revenue		3,208			14,782
Amount due to a director		416,948			501,890
Lease liability – current portion		14,009			34,954
Total current liabilities	$	510,354		$	596,465

Non-current liabilities
Lease liability – non-current portion	$	13,639		$	-
Total non-current liabilities		13,639			-

TOTAL LIABILITIES	$	523,993		$	596,465

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; 0 issued and outstanding		-			-
Common stock, $0.0001 par value; 800,000,000 shares authorized; 101,400,000 shares and 101,400,000 shares of common stock issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	$	10,140		$	10,140
Additional paid-in capital		148,860			148,860
Accumulated other comprehensive (loss)/income		(842	)		1,860
Accumulated deficit		(224,391	)		(379,998	)

TOTAL STOCKHOLDERS’ DEFICIT	$	(66,233	)	$	(219,138	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	457,760		$	377,327

See accompanying notes to unaudited condensed consolidated financial statements.

F-1

YCQH AGRICULTURAL TECHNOLOGY CO. LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

	Three months ended March 31, 2024			Three months ended March 31, 2023

REVENUE		289,866		$	154,294

COST OF REVENUE		(64,897	)		(33,571	)

GROSS PROFIT		224,969		$	120,723

OPERATING EXPENSES
Selling and distribution		(2,439	)		(495	)
General and administrative		(66,991	)		(50,147	)

PROFIT FROM OPERATION BEFORE INCOME TAX		155,539			70,081

INTEREST INCOME		68			51

PROFIT BEFORE INCOME TAX		155,607		$	70,132

INCOME TAX EXPENSES		-			(238	)

NET PROFIT		155,607		$	69,894

Other comprehensive income:
- Foreign currency translation (loss)/income		(2,702	)		487

TOTAL COMPREHENSIVE INCOME		152,905		$	70,381

NET INCOME PER SHARE, BASIC AND DILUTED		0.00			0.00

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		101,400,000			101,400,000

See accompanying notes to unaudited condensed consolidated financial statements.

F-2

YCQH AGRICULTURAL TECHNOLOGY CO. LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)


	COMMON STOCK
	NUMBER OF SHARES		AMOUNT		ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT			ACCUMULATED COMPREHENSIVE INCOME			TOTAL STOCKHOLDERS’ DEFICIT
Balance as of December 31, 2023		101,400,000	$	10,140	$	148,860	$	(379,998	)	$	1,860		$	(219,138	)
Net profit for the period		-		-		-		155,607			-			155,607
Foreign currency translation		-		-		-		-			(2,702	)		(2,702	)
Balance as of March 31, 2024		101,400,000	$	10,140	$	148,860	$	(224,391	)	$	(842	)	$	(66,233	)

	COMMON STOCK
	NUMBER OF SHARES		AMOUNT		ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT			ACCUMULATED COMPREHENSIVE INCOME		TOTAL STOCKHOLDERS’ DEFICIT
Balance as of December 31, 2022		101,400,000	$	10,140	$	148,860	$	(389,987	)	$	7,869	$	(223,118	)
Balance		101,400,000	$	10,140	$	148,860	$	(389,987	)	$	7,869	$	(223,118	)

Net profit for the period		-		-		-		69,894			-		69,894
Foreign currency translation		-		-		-		-			487		487
Balance as of March 31, 2023		101,400,000	$	10,140	$	148,860	$	(320,093	)	$	8,356	$	(152,737	)
Balance		101,400,000	$	10,140	$	148,860	$	(320,093	)	$	8,356	$	(152,737	)

See accompanying notes to unaudited condensed consolidated financial statements

F-3

YCQH AGRICULTURAL TECHNOLOGY CO. LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023

CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit	$	155,607		$	69,894

Adjustments to reconcile net profit to net cash used in operating activities:
Change in operating lease ROU asset		6,775			10,033

Changes in operating assets and liabilities:
Inventories		(9,144	)		33,571
Prepayment, deposits and other receivables		(47,802	)		(157,093	)
Other payables and accrued liabilities		19,487			(83,427	)
Deferred revenue		(11,425	)		(119,843	)
Change in lease liability		(6,775	)		(10,033	)
Account payables		12,290			-

Net cash provided by/(used in) operating activities	$	119,013		$	(256,898	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Amount due to director		(83,193	)		27,940

Net cash (used in)/provided by financing activities	$	(83,193	)	$	27,940

Effect of exchange rate changes on cash and cash equivalents	$	(401	)	$	1,865

Net increase/(decrease) in cash and cash equivalents	$	35,419		$	(227,093	)
Cash and cash equivalents, beginning of year		95,938			232,706

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	131,357		$	5,613

SUPPLEMENTAL CASH FLOWS INFORMATION
Cash paid for income taxes	$	-		$	238
Cash paid for interest paid	$	-		$	-

See accompanying notes to unaudited condensed consolidated financial statements.

F-4

YCQH AGRICULTURAL TECHNOLOGY CO. LTD

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)

1. ORGANIZATION AND BUSINESS BACKGROUND

YCQH Agricultural Technology Co. Ltd., was incorporated on October 15, 2019 under the laws of the State of Nevada of which Ms. Wang Min was appointed the President, Secretary, Treasurer and sole director of our board.

The Company primarily operates in bio-carbon-based fertilizer (“BCBF”) trading business, including wholesale and retail sale to customer mainly based in People Republic of China, sourcing directly from producers in China. The Company does not maintain and operate any production and manufacturing of BCBF facility or machine and equipment. On July 25, 2022, the Company ventures into online retailing business through e-commerce platform, retailing a series of daily use products covering from healthcare products, cosmetic products, fashion products, household products and so forth to customer mainly based in People Republic of China. The Company acts as the intermediary role and does not keep any form of inventory throughout the online retail transaction.

Company name	Place/date of incorporation	Principal activities
YCQH Holding Limited (“YCQH Seychelles”)	Seychelles / October 11, 2019	Investment holding

YCQH Agricultural Technology Co. Limited (“YCQH HK”)	Hong Kong / October 10, 2019	Investment holding

YCWB Agricultural Technology Co. Limited (“YCWB”)	SiChuan Province, China /December 10, 2019	Operates in bio-carbon-based fertilizer trading business

SCQC Agriculture Co. Limited (“SCQC”)	SiChuan Province, China /November 1, 2019 (acquired on June 15, 2020)	Operates in bio-carbon-based fertilizer trading business and daily use products online retailing business

On December 16, 2019, the Company acquired YCQH Holding Limited, a company incorporated in Republic of Seychelles. In the same day YCQH Seychelles acquired YCQH Agricultural Technology Co. Limited, a company incorporated in Hong Kong.

On December 10, 2019, the YCQH HK incorporated YCWB Agricultural Technology Co. Limited, a wholly foreign owned enterprise, in SiChuan Province, China, with Ms. Wang Min as the legal representative.

On June 15, 2020, the Company through subsidiary YCWB Agricultural Technology Co. Limited acquired SCQC Agriculture Co. Limited, a company incorporated in SiChuan Province, China for a consideration of CNY 1,169,996 (approximate $165,605) with carrying value on book of CNY 1,168,554 (approximate $165,401) from a third party. The premium was accounted as expense for the year ended December 31, 2020.

On April 19, 2023, the Company through subsidiary YCWB Agricultural Technology Co. Limited incorporated XMYC Trading Co. Limited, a company incorporated in XiaMen City, China with an investment capital of CNY 500,000 (approximate $68,931).

On September 25, 2023, the Company through subsidiary YCWB Agricultural Technology Co. Limited disposed XMYC Trading Co. Limited, with a consideration of CNY 0.1 (approximate $0.01). After the disposal of XMYC, the Company will continue to operate the beauty products trading business.

The Company’s executive office is located at No. 1104, Ren Min Nan Road, No. 45, Wuhou District, Chengdu, Sichuan Province, China 610000.

F-5

2. BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements of the Company are 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”). All material inter-company accounts and transactions have been eliminated on consolidation. The Company has adopted December 31 as its fiscal year end.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

The preparation of the condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Under the PRC Foreign Exchange Control Regulations and Administration of Settlement, Sales and Payment of Foreign Exchange Regulations, the Company is permitted to exchange Chinese Renminbi for foreign currencies through banks that are authorized to conduct foreign exchange business.

Prepayment, Deposits and Other Receivables

Prepayments and deposits are mainly cash deposited or advance payments made to third parties for future purchases or future services such as rent or other general expenses. This amount is refundable and bears no interest. The Company will recognize an allowance account for doubtful accounts to the extent it is probable that a portion or all of a particular account will not be collected. Management reviews its prepayments and deposits on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. The Company’s management continues to evaluate the reasonableness of the allowance policy and update it if necessary. No allowance for doubtful accounts was made for the three months ended March 31, 2024 and 2023.

Lease

The Company adopted the ASU No. 2016-02, on October 15, 2019 (date of inception). The Company leases office space for fixed periods with pre-emptive extension options. The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term.

As of March 31, 2024, the Company has one operating lease of which lease liability is initially and subsequently measured at the present value of the unpaid lease payments at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company adopted 4.75% as its incremental borrowing rate which is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.

F-6

Revenue Recognition

The Company generates two streams of revenue.

The first stream of revenue is generated through sale of goods, primarily Bio-Carbon-Based-Fertilizer (“BCBF”). Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or 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 goods and services. The Company applies the following five-step model in order to determine this amount:

(i) identification of the promised goods and services in the contract;

(ii) determination of whether the promised goods and 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 adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer.

While another revenue stream is our online retailing business. In online retailing business we have differentiate into two distinct revenue streams: sales revenue with inventory risk and sales revenue without inventory risk. Initially, the Company act as an agent in transactions, meaning we place orders with suppliers upon receiving orders from customers. The suppliers will then directly send the goods to the customer based on our order info. A reporting entity assumes the role of agent in a transaction and arranges for the other party to provide the specified goods or service. Consequently, product sales revenue is recorded net of cost of sales, as we act as an agent and do not bear inventory risk.

During the last quarter of 2023, we transitioned to purchasing stock from several suppliers and outsource the inventory warehouse to few suppliers and we are liable for the inventory risk hence we are principal in this extent. Similar to previous operations, contracts are formed when customers place orders in the app, and the performance obligation remains unchanged. Revenue recognition continues to be based on the point in time when customers assume control and legal ownership of the purchased products, without deducting any associated costs, as this reflects the normal transactional relationship between seller and buyer. We recognize revenue when customers take control and legal ownership of the purchased products.

From the quarter four of 2023 onwards, the company will continue operate as sales income from BCBF and online retailing business with and without inventory risk. As such, revenue derived from online retailing business is being recognized on net basis, i.e. gross revenue received from customer deduct the cost of purchase to supplier.

Besides, adopting ASC 606-10-55-42, we give an option to customers, which they will be received of cash back of 44% from their purchased amount in the online platform. Hence, 44% of cash back is a material right, so we will net off the cash back portion with the revenue instead of recognize the whole purchased amount as revenue.

Deferred revenue

The Company’s accounting policy related to deferred revenue is to recognize revenue for performance obligations that have not yet been fulfilled. As of March 31, 2024 and 2023, the Company recognized amounts of $3,208 and $14,782 respectively. The deferred revenue is expected to be recognized as revenue within 12 months from the reporting period, as all unsatisfied performance obligations are expected to be completed within that timeframe.

F-7

Shipping, Storage and Handling costs

Costs for shipping, storage and handling activities, including those activities that occur subsequent to transfer of control to the customer, are recorded as selling and distribution expense and are expensed as incurred. The Company accrues costs for shipping, storage and handling activities that occur after control of the promised good has transferred to the customer.

Advertising costs

The Company’s accounting policy related to advertising costs for annual reporting purposes is to expense costs incurred in marketing events for example event venue fees, emcee fees and others, as of the first date the advertisements take place. All marketing expenditures are expensed in the annual period in which the expenditure is incurred. For the three months ended March 31, 2024 and 2023, the Company did not incurred expenses for advertising costs.

Earnings Per Share

The Company reports earnings 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 period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. 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 retroactively for all periods presented to reflect that change in capital structure.

The Company’s basic earnings per share is computed by dividing the net income 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 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.

Inventories

Inventories consist of finished goods and are stated at the lower of cost or net realizable value using the first-in first-out method. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and the estimated costs necessary to make the sale. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary.

During the last quarter of 2023, we transitioned to purchasing stock from several suppliers and outsource the inventory warehouse to few suppliers and we are liable for the inventory risk hence we are principal in this extent. Our inventory is stored and managed at the facilities of third-party logistics providers. These arrangements involve contractual agreements outlining the terms of storage, handling, and distribution of our inventory. Besides, the third-party logistics providers are responsible for maintaining the quality and condition of the inventory in accordance with our specifications.

Each third-party logistics provider uses its own inventory management system to track the movement and availability of our products. They will send us a copy of the movement and balance of inventory at the end of the month, which we then compare with the inventory movement worksheet maintained by our company. This allows us to identify any inventory discrepancies promptly. The third-party logistics providers facilitate the distribution of our inventory to our customers and fulfillment centers as per our instructions. Additionally, the logistics providers are responsible for our inventory in any aspect of damaged goods due to their responsibility, for example, stolen inventory, damaged goods due to warehouse conditions, and other factors.

F-8

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Income Taxes

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

Foreign Currency Translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.

The reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Seychelles, Hong Kong and PRC have functional currencies in United States Dollars (“US$”), Hong Kong Dollars (“HK$”) and Chinese Renminbi (“CNY¥”) respectively.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

The shareholders’ equity accounts were stated at their historical rate. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

	For the three months ended March 31, 2024		For the three months ended March 31, 2023
Period-end HK$ : US$1 exchange rate		7.82		7.75
Period-end CNY¥ : US$1 exchange rate		7.22		6.87
Period-average HK$ : US$1 exchange rate		7.82		7.75
Period-average CNY¥ : US$1 exchange rate		7.16		6.85

F-9

Fair Value Measurement

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Recently issued accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, Improvement to Reportable Segment Disclosures (Topic 280). Asu 2023-07 aims to improve segment disclosures through enhanced disclosures about significant segment expenses. The standard requires all public entities, including those public entities that have a single reportable segment, shall disclose all of the following for each period for which an income statement is presented. However, reconciliations of balance sheet amounts for reportable segments to consolidated balance sheet amounts are required only for each year for which a balance sheet is presented. This standard will be effective for the Company in fiscal year of 2024. The Company is currently evaluating the impact of the additional disclosure requirements on the Company’s condensed 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 unaudited condensed consolidated financial statements.

Economic and political risks

Substantially all the Company’s services are conducted in the People’s Republic of China (“PRC”), of which operations in the PRC are subject to special considerations and significant risks not typically associated with companies in rest of the world. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation.

F-10

4. GOING CONCERN UNCERTAINTIES

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company currently in a net liability position and incurred a net cash provided by operating activities of $119,013 for the three months ended March 31, 2024 resulting in accumulated deficit of $224,391 and a working capital deficit of $80,242.

The Company’s cash position may not be significant enough to support the Company’s daily operations. While the Company believes in the viability of its strategy and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and the ability to acquire funding through public offering. If funding from public offering is insufficient, then the Company shall rely on the financial support from its controlling shareholder.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that financial statements are issued. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

5. INVENTORIES

As of March 31, 2024 and December 31, 2023, the Company inventories consist of following:

SCHEDULE OF INVENTORIES

	As of March 31, 2024		As of December 31, 2023
Finished goods	$	120,832	$	113,688

Total inventories	$	120,832	$	113,688

No allowance has been provided for the three months ended March 31, 2024.

6. PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES

As of March 31, 2024 and December 31, 2023, prepayment, deposits and other receivables consist of following:

	As of March 31, 2024		As of December 31, 2023
Deposits for Hong Kong Company Secretary	$	13	$	13
Staff Advancement & Prepaid Staff Cost		62,472		9,810
Rental Deposit & Prepayment		8,637		13,498
Supplier Deposit & Prepayment		104,201		107,581
Prepaid transfer agent fee and OTCIQ renewal		2,600		1,845
Total prepayment, deposits and other receivables	$	177,923	$	132,747

7. OTHER PAYABLES AND ACCRUED LIABILITIES

As of March 31, 2023 and December 31, 2022, other payables and accrued liabilities consist of following:

	As of March 31, 2024		As of December 31, 2023
Other payables	$	-	$	3,047
Accrued audit fee		26,639		28,550
Accrued professional fee		24,984		645
Total other payables and accrued liabilities	$	51,623	$	32,242

8. AMOUNT DUE TO A DIRECTOR

SCHEDULE OF RELATED PARTY TRANSACTION

As of

March 31, 2024

As of

December 31, 2023

Amount due to a director

416,948

501,890

As of March 31, 2024, the Company has an outstanding payable of $416,948 to our director, Ms. Wang Min, which is unsecured and non-interest bearing with no fixed terms of repayment. During the three months ended March 31, 2024, the Company has repayment $84,942 to our director, Ms. Wang Min.

F-11

9. SHAREHOLDERS’ EQUITY

As of March 31, 2023 and December 31, 2023, the Company has 101,400,000 shares and 101,400,000 shares of common stock issued and outstanding, respectively.

During the three months ended March 31, 2024, the Company has not issued any shares.

The Company has 800,000,000 shares of commons stock and 200,000,000 shares of preference stock authorized, no share of preference stock issued and outstanding.

10. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

On December 01, 2022, the management of the Company through indirect wholly owned subsidiary SCQC Agriculture Co. Limited enter into a tenancy agreement to rent an office with an area of approximate 232 square meter for monthly rental of CNY24,900 (approximate $3,604) for a period of two years. On December 01, 2023, the monthly rental is reduced from CNY24,900 to CNY23,000 (approximate $3,241) for the remaining period.

On February 29,2024, the management of the Company through indirect wholly owned subsidiary SCQC Agriculture Co. Limited terminated the tenancy agreement of the office. On March 5, 2024 the management enter into a tenancy agreement to rent an office for a monthly rental of CNY9,000 (approximate $1,258) for a period of two years.

As of December 31, 2023, operating lease right-of-use assets as follows:

Right-of-use assets, net as of December 31, 2022	$	79,394
Amortization for the period ended November 30, 2023		(36,159	)
Right-of-use assets as of Nov 30, 2023		43,235
Reassessment of lease		(3,150	)
Amortization of December 31, 2023		(3,109	)
Foreign exchange translation		(2,022	)
Right-of-use assets, net as of December 31, 2023	$	34,954

As of December 31, 2023, operating lease liability as follows:

Lease liability as of December 31, 2022	$	79,394
Add: imputed interest for the period ended November 30, 2023		2,509
Less: gross repayment for the period ended November 30, 2023		(38,668	)
Operating lease liability as of Nov 30, 2023		43,235
Reassessment of lease		(3,150	)
Add: imputed interest of December 31, 2023		138
Less: gross repayment of December 31, 2023		(3,247	)
Foreign exchange translation		(2,022	)
Lease liability as of December 31, 2023	$	34,954

F-12

As of March 31, 2024, operating lease right-of-use assets as follows:

Right-of-use assets, net as of December 31, 2023	$	34,954
Amortization for the two months ended February 29, 2024		(6,137	)
Foreign exchange translation		-
Right-of-use assets, net as of February 29, 2024	$	28,817
Termination of right-of-use asset		(28,817	)
Right-of-use assets, net as of February 29, 2024		-
New right-of-use assets recognized as of March 5, 2024		28,585
Amortization of March 31, 2024		(945	)
Foreign exchange translation		8
Right-of-use assets, net as of March 31, 2024		27,648

As of March 31, 2024, operating lease liability as follows:

Lease liability as of December 31, 2023	$	34,954
Add: imputed interest for the two months ended February 29, 2024		235
Less: gross repayment for the two months ended February 29, 2024		(6,372	)
Foreign exchange translation		-
Lease liability as of February 29, 2024	$	28,817
Termination of right-of-use asset		(28,817	)
Lease liability net as of February 29, 2024	$	-
Lease liability net as of February 29, 2024	$	-
New lease liability recognized as of March 5, 2024		28,585
Add: imputed interest of March 31, 2024		110
Less: gross repayment of March 31, 2024		(1,055	)
Foreign exchange translation		8
Lease liability net as of March 31, 2024		27,648

Lease liability current portion	$	14,009
Lease liability non-current portion	$	13,639

Maturities of the loan for each of the five years and thereafter are as follows:
2024	$	10,444
2025		14,516
2026		2,688

Other information:

SCHEDULE OF COMPONENTS OF LEASE EXPENSE

	Three months ended March 31
	2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow to operating lease	$	7,427
Remaining lease term for operating lease (years)		2
Right-of-use assets obtained in exchange for operating lease liabilities		28,585
Weighted average discount rate for operating lease		4.75	%

F-13

11. CONCENTRATION OF RISK

Customer Concentration

For the three months ended March 31, 2024, the Company generated total revenue of $289,866, of which no customer accounted for more than 10% of the Company’s total revenue. For the three months ended March 31, 2023, the Company generated total revenue of $154,294, of which one customer accounted for more than 10% of the Company’s total revenue.

SCHEDULE OF CUSTOMER CONCENTRATION RISK

	For the three months ended March 31
	2024		2023		2024			2023			2024		2023
	Revenues				Percentage of revenues						Accounts receivable, trade

Customer A	$	-	$	21,672		-	%		14	%	$	-	$	-
Others		289,866		132,622		100	%		86	%		-		-
Total	$	289,866	$	154,294		100	%		100	%	$	-	$	-

Vendor Concentration

For the three months ended March 31, 2024, the Company incurred cost of revenue of $64,897 of which three vendors accounted for more than 10% of the Company’s total cost of revenue. For the three months ended March 31, 2023, the Company incurred cost of revenue of $33,571 solely accounted by a single vendor.

SCHEDULE OF VENDOR CONCENTRATION RISK

	For the three months ended March 31
	2024		2023		2024			2023			2024		2023
	Cost of revenue				Percentage of Cost of revenue						Accounts payable, trade

Vendor A	$	-	$	33,571		-	%		100	%	$	-	$	-
Vendor B		7,603		-		12	%		-	%		-		-
Vendor C		10,940		-		17	%		-	%		-		-
Vendor D		21,173		-		32	%		-	%		-		-
Others		25,181		-		39	%		-	%		24,566		-
Total	$	64,897	$	33,571		100	%		100	%	$	24,566	$	-

F-14

12. INCOME TAXES

The Company being a United States entity is subject to the United States federal income tax at 21%. No provision for income taxes in the United States has been made as the Company had no United States taxable income for the three months ended March 31, 2024.

YCQH Holding Limited was incorporated in the Republic of Seychelles and, under the laws of Seychelles, is not subject to income taxes.

YCQH Agricultural Technology Co. Limited was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. The first HK$ 2 million (equivalent US$ 258,000) of profits earned by the company will be taxed at half the current tax rate (i.e., 8.25%) whilst the remaining profits will continue to be taxed at the existing 16.5% tax rate.

YCWB Agricultural Technology Co. Limited and SCQC Agriculture Co. Limited were incorporated in the PRC and subject to the company income tax rate of 25%. On top of company tax, PRC domestic sales are subjected to Value Added Tax typically at 3% for a Small-Scale Taxpayer with PRC revenue less than CNY 5,000,000, which is levied on the invoiced value of sales and is payable by the purchaser for agricultural related product. YCWB Agricultural Technology Co. Limited enjoyed preferential VAT rate of 1%. The Company is required to remit the VAT it collects to the tax authority. A credit is available whereby VAT paid on purchases can be used to offset the VAT due on sales.

Effective and Statutory Rate Reconciliation

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates.

The following table summarizes a reconciliation of the Company’s income taxes expenses:

	2024			2023
	For the Three Months Ended March 31
	2024			2023
Computed expected expenses		25	%		25	%
Effect of foreign tax rate difference		1	%		1	%
Deferred tax assets not recognized		3	%		3	%
Temporary difference not recognized		(29	)%		(29	)%
Income tax expense		-	%		-	%

	2024			2023
	For the Three Months Ended March 31
	2024			2023
PRC statutory tax rate		25	%		25	%
Computed expected expenses		38,799			17,474
Effect of foreign tax rate difference		763			473
Deferred tax assets not recognized		3,930			2,374
Temporary difference not recognized		(43,492	)		(20,083	)
Income tax expense		-			238

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of March 31, 2024:

SCHEDULE OF DEFERRED TAX ASSETS

	As of March 31, 2024			As of December 31, 2023
Deferred tax assets:

Net operating loss carry forwards
- United States of America	$	76,432		$	72,534
- Hong Kong		800			790
- People Republic China		12,285			25,201

Less: valuation allowance		(89,517	)		(98,525	)
Deferred tax assets	$	-		$	-

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Despite the Company starting to turn a net profit for the year according to reporting figures, economic uncertainties dictate that the Company will only adjust its valuation allowance policy if it can sustain net profits over consecutive reporting periods. Therefore, the Company has provided for a full valuation allowance against its deferred tax assets of $89,517 as of March 31, 2024.

F-15

13. SEGMENT REPORTING

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has two reportable segments based on business unit, bio-carbon-based fertilizer (“BCBF”) trading business and online retailing business and two reportable segments based on country, United States and China.

In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

SCHEDULE OF SEGMENT REPORTING


	For the Three Months Ended and As of March 31, 2024
By Business Unit	BCBF Trading Business		Online Retailing Business			Total
Revenue	$	-	$	289,866		$	289,866

Cost of revenue		-		(64,897	)		(64,897	)
Selling and distribution expenses		-		(2,439	)		(2,439	)
General and administrative expenses		-		(66,991	)		(66,991	)

Profit from operations		-		155,539			155,539

Total assets	$	457,760	$	-		$	457,760
Capital expenditure	$	-	$	-		$	-

F-16


	For the Three Months Ended and As of March 31, 2023
By Business Unit	BCBF Trading Business			Online Retailing Business			Total
Revenue	$	57,622		$	96,672		$	154,294

Cost of revenue		(33,571	)		-			(33,571	)
Selling and distribution expenses		(495	)		-			(495	)
General and administrative expenses		(36,026	)		(14,121	)		(50,147	)

Profit from operations		(12,470	)		82,551			70,081

Total assets	$	278,336		$	-		$	278,336
Capital expenditure	$	-		$	-		$	-


	For the Three Months Ended and As of March 31, 2024
By Country	United States			China			Total
Revenue	$	-		$	289,866		$	289,866

Cost of revenue		-			(64,897	)		(64,897	)
Selling and distribution expenses		-			(2,439	)		(2,439	)
General and administrative expenses		(18,562	)		(48,429	)		(66,991	)

Profit from operations		(18,562	)		174,101			155,539

Total assets	$	5,598		$	452,162		$	457,760
Capital expenditure	$	-		$	-		$	-


	For the Three Months Ended and As of March 31, 2023
By Country	United States			China			Total
Revenue	$	-		$	154,294		$	154,294

Cost of revenue		-			(33,571	)		(33,571	)
Selling and distribution expenses		-			(495	)		(495	)
General and administrative expenses		(11,154	)		(38,993	)		(50,147	)

Profit from operations		(11,154	)		81,235			70,081

Total assets	$	9,121		$	269,215		$	278,336
Capital expenditure	$	-		$	-		$	-

14. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2024 up through the date the Company issued the financial statements. No subsequent events have occurred that would require recognition or disclosure in the financial statements.

F-17

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

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated March 31, 2024, for the year ended December 31, 2023 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarter report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1/A registration statement, filed on June 3, 2021, in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarter report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

Company Overview

The Company has seen a business opportunity in wholesaling and retailing high quality, sustainable, environmentally friendly bio-carbon-based fertilizer (herein referred to as “BCBF”), which is capable of not only increasing the crop yield but also at the same time preserving the environment. The Company’s BCBF is sourced from, and produced by, a third party through heating straw in a closed container with little or no available air. This method is also known as thermal decomposition of organic material under limited supply of oxygen at relatively low temperature. In accordance with requirements imposed by the PRC Ministry of Agriculture, the Company’s Supplier of BCBF has registered with Sichuan Province Provincial Department of Agriculture and Rural Affairs, which has an effective period of 5 years, from December 2019 to December 2024. The Company does not maintain or operate any production and/or manufacturing of any BCBF facility, machine and/or equipment.

The Company is currently wholesaling and retailing BCBF through its wholly owned subsidiary SCQC. Management of the Company believes that the BCBF sold by the Company is capable of maintaining soil fertility, enhancing crop yield, improving soil structure, improving water and fertilizer retention capability and improving fertilizer utilization efficiency and effectiveness. This is achieved through balancing carbon and nitrogen content, neutralizing soil pH while at the same time creating soil particle structure that is conducive to plant growth.

The BCBF sold by the Company, produced through straw thermal decomposition, replaces the function of activated carbon. The combination of soil and BCBF is capable of absorbing and reducing pollution content such as heavy metals from agricultural residual wastes. Further, the combination of water and BCBF is capable of purifying water by producing carbohydrate and glucose, which could be absorbed by, and is conducive to the growth of, plants. Additionally, BCBF possesses outstanding water storage capacity, which can store up to 10 times the water content when compared to soil without BCBF, which in turn provides farmers greater flexibility during times of hardship such as a drought.

As such, the management of the Company believes that the Company’s BCBF is not only a superior option compared to conventional fertilizer in terms of environmentally sustainability, but also from an economic perspective due to the improvement in crop yield quality and quantity. The Company’s BCBF consists of roughly 45% organic matter, 20% bio-charcoal, 10% humic acid, 5% NPK and boats an effective microorganism count of 20,000,000 per gram.

On July 25, 2022, the Company ventures into online retailing business through e-commerce platform, retailing a series of daily use products covering from healthcare products, cosmetic products, fashion products, household products and so forth. Customer will place order through platform and make payment accordingly of which shall be collected by Company. Meanwhile Company shall place exact order towards supplier and supplier will deliver such ordered products directly to customer, settlement between Company and supplier will take place once a week. It is worth mentioning that the Company act as the intermediary role and do not keep any form of inventory throughout the transaction.

-3-

Results of operations

For the three months ended March 31, 2024 and 2023, the Company has generated a revenue of $289,866 and $154,294, respectively. Breakdown of revenue as following:

	Three months ended March 31
	2024			2023
BCBF Business Sales Revenue	$	-		$	57,622
Percentage towards Total Revenue		-	%		37	%

Online Business Revenue without inventory risk	$	5,807		$	96,672
Online Business Revenue with inventory risk		284,059			-
Total Online Business Revenue		289,866			96,672
Percentage towards Total Revenue		100	%		63	%

Beauty Products Business Revenue	$	-		$	-
Percentage towards Total Revenue		-	%		-	%
Total Revenue	$	289,866		$	154,294

BCBF Business Cost of Sales		-			(33,751	)
Online Business Cost of Sales – with inventory risk		(64,897	)		-
Beauty Products Business Cost of Sales		-			-
Total Cost of Sales	$	(64,897	)	$	(33,571	)

BCBF Business Gross Profit		-			24,051
Online Business Gross Profit – without inventory risk		5,807			96,672
Online Business Gross Profit – with inventory risk		219,162			-
Beauty Products Business Gross Profit		-			-
Total Gross Profit	$	224,969		$	120,723

Gross Profit Margin		78	%		78	%

BCBF Business Gross Profit Margin		-	%		42	%
Online Business Gross Profit Margin		78	%		100	%
Beauty Products Business Gross Profit Margin		-	%		-	%

For the three months ended March 31, 2024, the Company has experience significant improvement in total revenue due to the establishment of new business segment, which is the online retailing business through e-commerce platform. For the three months ended March 31, 2024, the BCBF trading business segment and the online retailing business segment contributed 0% and 100% of the total revenue respectively.

Three months ended March 31, 2024 and 2023

The Company generated revenue in the amount of $289,866 for the three months ended March 31, 2024 while the cost of revenue for was $64,897, which resulted in gross profit of $224,969 and a gross margin of 78%. For the three months ended March 31, 2024, the Company generated revenue from online retailing business in the amount of $289,866 while the cost of revenue for was 64,897, which resulted in gross profit of $224,969 and a gross margin of 78%.

The Company generated revenue in the amount of $154,294 for the three months ended March 31, 2023 while the cost of revenue for was $33,571, which resulted in gross profit of $120,723 and a gross margin of 78%. For the three months ended March 31, 2023, the Company generated revenue from BCBF trading business in the amount of $57,622 while the cost of revenue for was $33,571, which resulted in gross profit of $24,051 and a gross margin of 42%. For the three months ended March 31, 2023, the Company generated revenue from online retailing business in the amount of $96,672 while the cost of revenue for was none, which resulted in gross profit of $96,672 and a gross margin of 100%.

The Company has improved the revenue due to the establishment of new business segment, which is the online retailing business through e-commerce platform. Fluctuation in gross profit margin of BCBF trading business which caused by fluctuation in unit selling price, may vary amongst customers, depending on number of factors including customer historical purchase quantity and payment terms. The gross profit margin of online business may vary amongst customers due to the types of products required by the customers based on their consumption behaviors.

-4-

The selling and distribution expenses and the general and administrative expenses for the three months ended March 31, 2024 were $2,439 and $66,991 respectively. The selling and distribution expenses and the general and administrative expenses for the three months ended March 31, 2023 were $495 and $50,147 respectively. The selling and distribution expenses are primarily the shipping fee and free products sample provided incurred while the general and administrative expenses are primarily related to salary and social contribution, storage and logistic expenses, lease expenses, audit fees and consultancy fees. The general and administrative expenses have been increased because increased in overseas travelling expenses.

As result, the Company generated an operating profit of $155,539 and $70,081 for the three months ended March 31, 2024 and 2023, respectively.

Liquidity and Capital Resources

Three months ended March 31, 2024 and 2023

Cash Provided by/Used In Operating Activities

For the three months ended March 31, 2024, the Company generate $119,013 by operating activity, of which primarily consist of increase in prepayment, deposits and other receivables, increase in inventories, decrease in deferred revenue and reduction in lease liability contra by net profit, amortization, increase in account payables and increase in other payables and accrued liabilities.

For the three months ended March 31, 2023, the Company used $256,898 in operating activity, of which primarily consist of increase in prepayment, deposits and other receivables, decrease in other payables and accrued liabilities, decrease in deferred revenue and reduction in lease liability contra by net profit, amortization and decrease in inventories.

Cash Used In Investing Activities

For the three months ended March 31, 2024 and 2023, the Company did not generate nor used any cash in investing activities.

Cash Provided by Financing Activities

For the three months ended March 31, 2024, the Company has repaid amount due to director amounting to $83,193.

For the three months ended March 31, 2023, the Company has received cash provided by director amounting to $27,940.

Foreign Currency

Most of our revenues and operating expenses are denominated in Renminbi. The Renminbi is currently freely convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans. Under our current corporate structure, our company in the United States may rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have.

Under existing PRC foreign exchange regulations, payments of current account items, including payment of dividends, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of the State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. Our PRC subsidiaries may also retain foreign exchange in its current account, subject to a ceiling approved by SAFE, to satisfy foreign exchange liabilities or to pay dividends. However, we cannot assure you that the relevant PRC governmental authorities will not limit or eliminate our ability to purchase and retain foreign currencies in the future.

-5-

Since a significant amount of our future revenues will be denominated in Renminbi, the existing and any future restrictions on currency exchange may limit our ability to utilize revenues generated in Renminbi to fund our business activities outside China, if any, or expenditures denominated in foreign currencies.

Foreign exchange transactions under the capital account are subject to limitations and require registration with or approval by the relevant PRC governmental authorities. In particular, any transfer of funds from us to any of our PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, is subject to certain statutory limit requirements and registration or approval of the relevant PRC governmental authorities, including the relevant administration of foreign exchange and/or the relevant examining and approval authority. Our ability to use the U.S. dollar proceeds of the sale of our equity or debt to finance our business activities conducted through our PRC subsidiaries will depend on our ability to obtain these governmental registrations or approvals. In addition, because of the regulatory issues related to foreign currency loans to, and foreign investment in, domestic PRC enterprises, we may not be able to finance the operations of our PRC subsidiaries by loans or capital contributions. We cannot assure you that we can obtain these governmental registrations or approvals on a timely basis, if at all.

The amount of cash denominated in RMB is approximately CNY921,630 (Equivalent to USD 127,667) as of March 31, 2024.

Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of March 31, 2024.

Contractual Obligations

As a smaller reporting company, we are not required to provide the aforementioned information.

Critical Accounting Policies

Recent accounting pronouncements

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 consolidated financial statements.

-6-

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4 Controls and Procedures.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2024. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and (iv) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of March 31, 2024.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

	1.	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

	2.	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and

	3.	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

-7-

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.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

As of March 31, 2024, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.

Management’s Remediation Initiatives

Since 2021, we engaged Dude Business Consultants Limited as an external consultant to assist with the identification and address of complex and proper accounting issues. Dude Business Consultants Limited has extensive experience on US listing and company reporting, including GAAP conversion, account consolidation and drafting of notes to accounts. Their professional team focus on national stock exchanges and OTC Markets listing, from corporate restructuring, supervision of listing timeline to strategy planning.

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we also plan to initiate the following series of measures to further strengthen the Company’s internal controls going forward:

1.	hire a reporting manager (“Internal Finance Manager”) who has the requisite relevant U.S. GAAP and SEC reporting experience and qualifications;

2.	make an overall assessment on the current finance and accounting resources and hire additional accounting members with appropriate levels of accounting knowledge and experience;

3.	streamline our accounting department structure and enhance our staff’s U.S. GAAP and SEC reporting requirements on a continuous basis through internal training provided by the Internal Finance manager;

4.	participate in trainings and seminars provided by professional services firms on a regular basis to gain knowledge on regular U.S. GAAP / SEC reporting requirements updates; and

5.	engage an external “Sarbanes-Oxley 404” consulting firm to help us implement Sarbanes-Oxley 404 internal controls compliance together with the establishment of our internal audit function.

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2023.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the nine months ending March 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

-8-

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are not subjected to nor engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance is known to us to be pending or threatened by or against our Company that would have a material adverse effect on our Company’s results of operations or financial condition. Further, there are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to our Company.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

Insider Trading Arrangements

During the quarter ended March 31, 2024, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement”.

ITEM 6. Exhibits

31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer

32.1		Section 1350 Certification of principal executive officer

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

-9-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	YCQH Agricultural Technology Co. Ltd
	(Name of Registrant)

Date: May 20, 2024

	By:	*/s/ Wang Min*
	Title:	Chief Executive Officer, President, Secretary, Treasurer, and Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

-10-

EXHIBIT 31.1

CERTIFICATION

I, WANG MIN, certify that:

1. I have reviewed this quarterly report on Form 10-Q of YCQH Agricultural Technology Co. Ltd (the “Company”) for the quarter ended March 31, 2024;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 20, 2024	By:	/s/ WANG MIN
		WANG MIN
		Chief Executive Officer, President, Secretary, Treasurer, Director
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

EXHIBIT 32.1

CERTIFICATION

PURSUANT TO 18

U.S.C. SECTION 1350,

AS ADOPTED

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY

ACT OF 2002

In connection with the quarterly report of YCQH Agricultural Technology Co. Ltd (the “Company”) on Form 10-Q for the period ending March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

	(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: May 20, 2024	By:	/s/ WANG MIN
		WANG MIN
		Chief Executive Officer, President, Secretary, Treasurer, Director
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 20, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	333-252500
Entity Registrant Name	YCQH AGRICULTURAL TECHNOLOGY CO. LTD
Entity Central Index Key	0001794276
Entity Tax Identification Number	61-1948707
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	No. 1104
Entity Address, Address Line Two	Ren Min Nan Road No. 45
Entity Address, Address Line Three	Wuhou District, Chengdu
Entity Address, City or Town	Sichuan Province
Entity Address, Country	CN
Entity Address, Postal Zip Code	610000.
City Area Code	+86
Local Phone Number	13981161812
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		101,400,000

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 131,357	$ 95,938
Inventories	120,832	113,688
Prepayment, deposits and other receivables	177,923	132,747
Total current assets	430,112	342,373
Non-current Assets
Right-of-use assets, net	27,648	34,954
Total non-current assets	27,648	34,954
TOTAL ASSETS	457,760	377,327
Current liabilities
Trade payables	24,566	12,597
Other payables and accrued liabilities	51,623	32,242
Deferred revenue	3,208	14,782
Amount due to a director	416,948	501,890
Lease liability – current portion	14,009	34,954
Total current liabilities	510,354	596,465
Non-current liabilities
Lease liability – non-current portion	13,639
Total non-current liabilities	13,639
TOTAL LIABILITIES	523,993	596,465
STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; 0 issued and outstanding
Common stock, $0.0001 par value; 800,000,000 shares authorized; 101,400,000 shares and 101,400,000 shares of common stock issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	10,140	10,140
Additional paid-in capital	148,860	148,860
Accumulated other comprehensive (loss)/income	(842)	1,860
Accumulated deficit	(224,391)	(379,998)
TOTAL STOCKHOLDERS’ DEFICIT	(66,233)	(219,138)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 457,760	$ 377,327

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	200,000,000	200,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	101,400,000	101,400,000
Common stock, shares outstanding	101,400,000	101,400,000

Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
REVENUE	$ 289,866	$ 154,294
COST OF REVENUE	(64,897)	(33,571)
GROSS PROFIT	224,969	120,723
OPERATING EXPENSES
Selling and distribution	(2,439)	(495)
General and administrative	(66,991)	(50,147)
PROFIT FROM OPERATION BEFORE INCOME TAX	155,539	70,081
INTEREST INCOME	68	51
PROFIT BEFORE INCOME TAX	155,607	70,132
INCOME TAX EXPENSES		(238)
NET PROFIT	155,607	69,894
Other comprehensive income:
- Foreign currency translation (loss)/income	(2,702)	487
TOTAL COMPREHENSIVE INCOME	$ 152,905	$ 70,381
NET INCOME PER SHARE, BASIC	$ 0.00	$ 0.00
NET INCOME PER SHARE, DILUTED	$ 0.00	$ 0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC	101,400,000	101,400,000
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, DILUTED	101,400,000	101,400,000

Condensed Consolidated Statement of Shareholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Dec. 31, 2022	$ 10,140	$ 148,860	$ (389,987)	$ 7,869	$ (223,118)
Balance, shares at Dec. 31, 2022	101,400,000
Net profit for the period			69,894		69,894
Foreign currency translation				487	487
Balance at Mar. 31, 2023	$ 10,140	148,860	(320,093)	8,356	(152,737)
Balance, shares at Mar. 31, 2023	101,400,000
Balance at Dec. 31, 2023	$ 10,140	148,860	(379,998)	1,860	(219,138)
Balance, shares at Dec. 31, 2023	101,400,000
Net profit for the period			155,607		155,607
Foreign currency translation				(2,702)	(2,702)
Balance at Mar. 31, 2024	$ 10,140	$ 148,860	$ (224,391)	$ (842)	$ (66,233)
Balance, shares at Mar. 31, 2024	101,400,000

Condensed Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net profit	$ 155,607	$ 69,894
Adjustments to reconcile net profit to net cash used in operating activities:
Change in operating lease ROU asset	6,775	10,033
Changes in operating assets and liabilities:
Inventories	(9,144)	33,571
Prepayment, deposits and other receivables	(47,802)	(157,093)
Other payables and accrued liabilities	19,487	(83,427)
Deferred revenue	(11,425)	(119,843)
Change in lease liability	(6,775)	(10,033)
Account payables	12,290
Net cash provided by/(used in) operating activities	119,013	(256,898)
CASH FLOWS FROM FINANCING ACTIVITIES:
Amount due to director	(83,193)	27,940
Net cash (used in)/provided by financing activities	(83,193)	27,940
Effect of exchange rate changes on cash and cash equivalents	(401)	1,865
Net increase/(decrease) in cash and cash equivalents	35,419	(227,093)
Cash and cash equivalents, beginning of year	95,938	232,706
CASH AND CASH EQUIVALENTS, END OF PERIOD	131,357	5,613
SUPPLEMENTAL CASH FLOWS INFORMATION
Cash paid for income taxes		238
Cash paid for interest paid

ORGANIZATION AND BUSINESS BACKGROUND

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BUSINESS BACKGROUND

1. ORGANIZATION AND BUSINESS BACKGROUND

Company name	Place/date of incorporation	Principal activities
YCQH Holding Limited (“YCQH Seychelles”)	Seychelles / October 11, 2019	Investment holding

YCQH Agricultural Technology Co. Limited (“YCQH HK”)	Hong Kong / October 10, 2019	Investment holding

YCWB Agricultural Technology Co. Limited (“YCWB”)	SiChuan Province, China /December 10, 2019	Operates in bio-carbon-based fertilizer trading business

SCQC Agriculture Co. Limited (“SCQC”)	SiChuan Province, China /November 1, 2019 (acquired on June 15, 2020)	Operates in bio-carbon-based fertilizer trading business and daily use products online retailing business

On December 10, 2019, the YCQH HK incorporated YCWB Agricultural Technology Co. Limited, a wholly foreign owned enterprise, in SiChuan Province, China, with Ms. Wang Min as the legal representative.

The Company’s executive office is located at No. 1104, Ren Min Nan Road, No. 45, Wuhou District, Chengdu, Sichuan Province, China 610000.

BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

2. BASIS OF PRESENTATION

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of estimates

Cash and Cash Equivalents

Prepayment, Deposits and Other Receivables

Lease

Revenue Recognition

The Company generates two streams of revenue.

(i) identification of the promised goods and services in the contract;

(ii) determination of whether the promised goods and 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.

Deferred revenue

Shipping, Storage and Handling costs

Advertising costs

Earnings Per Share

Inventories

During the last quarter of 2023, we transitioned to purchasing stock from several suppliers and outsource the inventory warehouse to few suppliers and we are liable for the inventory risk hence we are principal in this extent. Our inventory is stored and managed at the facilities of third-party logistics providers. These arrangements involve contractual agreements outlining the terms of storage, handling, and distribution of our inventory. Besides, the third-party logistics providers are responsible for maintaining the quality and condition of the inventory in accordance with our specifications.

Related parties

Income Taxes

Foreign Currency Translation

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

	For the three months ended March 31, 2024		For the three months ended March 31, 2023
Period-end HK$ : US$1 exchange rate		7.82		7.75
Period-end CNY¥ : US$1 exchange rate		7.22		6.87
Period-average HK$ : US$1 exchange rate		7.82		7.75
Period-average CNY¥ : US$1 exchange rate		7.16		6.85

Fair Value Measurement

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Recently issued accounting pronouncements

Economic and political risks

GOING CONCERN UNCERTAINTIES

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN UNCERTAINTIES

4. GOING CONCERN UNCERTAINTIES

INVENTORIES

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

INVENTORIES

5. INVENTORIES

As of March 31, 2024 and December 31, 2023, the Company inventories consist of following:

SCHEDULE OF INVENTORIES

	As of March 31, 2024		As of December 31, 2023
Finished goods	$	120,832	$	113,688

Total inventories	$	120,832	$	113,688

No allowance has been provided for the three months ended March 31, 2024.

PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES

3 Months Ended

Mar. 31, 2024

Prepayment Deposits And Other Receivables

PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES

6. PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES

As of March 31, 2024 and December 31, 2023, prepayment, deposits and other receivables consist of following:

	As of March 31, 2024		As of December 31, 2023
Deposits for Hong Kong Company Secretary	$	13	$	13
Staff Advancement & Prepaid Staff Cost		62,472		9,810
Rental Deposit & Prepayment		8,637		13,498
Supplier Deposit & Prepayment		104,201		107,581
Prepaid transfer agent fee and OTCIQ renewal		2,600		1,845
Total prepayment, deposits and other receivables	$	177,923	$	132,747

OTHER PAYABLES AND ACCRUED LIABILITIES

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

OTHER PAYABLES AND ACCRUED LIABILITIES

7. OTHER PAYABLES AND ACCRUED LIABILITIES

As of March 31, 2023 and December 31, 2022, other payables and accrued liabilities consist of following:

	As of March 31, 2024		As of December 31, 2023
Other payables	$	-	$	3,047
Accrued audit fee		26,639		28,550
Accrued professional fee		24,984		645
Total other payables and accrued liabilities	$	51,623	$	32,242

AMOUNT DUE TO A DIRECTOR

3 Months Ended

Mar. 31, 2024

Amount Due To Director

AMOUNT DUE TO A DIRECTOR

8. AMOUNT DUE TO A DIRECTOR

SCHEDULE OF RELATED PARTY TRANSACTION

As of

March 31, 2024

As of

December 31, 2023

Amount due to a director

416,948

501,890

SHAREHOLDERS’ EQUITY

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

SHAREHOLDERS’ EQUITY

9. SHAREHOLDERS’ EQUITY

As of March 31, 2023 and December 31, 2023, the Company has 101,400,000 shares and 101,400,000 shares of common stock issued and outstanding, respectively.

During the three months ended March 31, 2024, the Company has not issued any shares.

The Company has 800,000,000 shares of commons stock and 200,000,000 shares of preference stock authorized, no share of preference stock issued and outstanding.

LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

3 Months Ended

Mar. 31, 2024

Lease Right-of-use Asset And Lease Liabilities

LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

10. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

As of December 31, 2023, operating lease right-of-use assets as follows:

Right-of-use assets, net as of December 31, 2022	$	79,394
Amortization for the period ended November 30, 2023		(36,159	)
Right-of-use assets as of Nov 30, 2023		43,235
Reassessment of lease		(3,150	)
Amortization of December 31, 2023		(3,109	)
Foreign exchange translation		(2,022	)
Right-of-use assets, net as of December 31, 2023	$	34,954

As of December 31, 2023, operating lease liability as follows:

Lease liability as of December 31, 2022	$	79,394
Add: imputed interest for the period ended November 30, 2023		2,509
Less: gross repayment for the period ended November 30, 2023		(38,668	)
Operating lease liability as of Nov 30, 2023		43,235
Reassessment of lease		(3,150	)
Add: imputed interest of December 31, 2023		138
Less: gross repayment of December 31, 2023		(3,247	)
Foreign exchange translation		(2,022	)
Lease liability as of December 31, 2023	$	34,954

As of March 31, 2024, operating lease right-of-use assets as follows:

Right-of-use assets, net as of December 31, 2023	$	34,954
Amortization for the two months ended February 29, 2024		(6,137	)
Foreign exchange translation		-
Right-of-use assets, net as of February 29, 2024	$	28,817
Termination of right-of-use asset		(28,817	)
Right-of-use assets, net as of February 29, 2024		-
New right-of-use assets recognized as of March 5, 2024		28,585
Amortization of March 31, 2024		(945	)
Foreign exchange translation		8
Right-of-use assets, net as of March 31, 2024		27,648

As of March 31, 2024, operating lease liability as follows:

Lease liability as of December 31, 2023	$	34,954
Add: imputed interest for the two months ended February 29, 2024		235
Less: gross repayment for the two months ended February 29, 2024		(6,372	)
Foreign exchange translation		-
Lease liability as of February 29, 2024	$	28,817
Termination of right-of-use asset		(28,817	)
Lease liability net as of February 29, 2024	$	-
Lease liability net as of February 29, 2024	$	-
New lease liability recognized as of March 5, 2024		28,585
Add: imputed interest of March 31, 2024		110
Less: gross repayment of March 31, 2024		(1,055	)
Foreign exchange translation		8
Lease liability net as of March 31, 2024		27,648

Lease liability current portion	$	14,009
Lease liability non-current portion	$	13,639

Maturities of the loan for each of the five years and thereafter are as follows:
2024	$	10,444
2025		14,516
2026		2,688

Other information:

SCHEDULE OF COMPONENTS OF LEASE EXPENSE

	Three months ended March 31
	2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow to operating lease	$	7,427
Remaining lease term for operating lease (years)		2
Right-of-use assets obtained in exchange for operating lease liabilities		28,585
Weighted average discount rate for operating lease		4.75	%

CONCENTRATION OF RISK

3 Months Ended

Mar. 31, 2024

Risks and Uncertainties [Abstract]

CONCENTRATION OF RISK

11. CONCENTRATION OF RISK

Customer Concentration

SCHEDULE OF CUSTOMER CONCENTRATION RISK

	For the three months ended March 31
	2024		2023		2024			2023			2024		2023
	Revenues				Percentage of revenues						Accounts receivable, trade

Customer A	$	-	$	21,672		-	%		14	%	$	-	$	-
Others		289,866		132,622		100	%		86	%		-		-
Total	$	289,866	$	154,294		100	%		100	%	$	-	$	-

Vendor Concentration

SCHEDULE OF VENDOR CONCENTRATION RISK

	For the three months ended March 31
	2024		2023		2024			2023			2024		2023
	Cost of revenue				Percentage of Cost of revenue						Accounts payable, trade

Vendor A	$	-	$	33,571		-	%		100	%	$	-	$	-
Vendor B		7,603		-		12	%		-	%		-		-
Vendor C		10,940		-		17	%		-	%		-		-
Vendor D		21,173		-		32	%		-	%		-		-
Others		25,181		-		39	%		-	%		24,566		-
Total	$	64,897	$	33,571		100	%		100	%	$	24,566	$	-

INCOME TAXES

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

12. INCOME TAXES

YCQH Holding Limited was incorporated in the Republic of Seychelles and, under the laws of Seychelles, is not subject to income taxes.

Effective and Statutory Rate Reconciliation

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates.

The following table summarizes a reconciliation of the Company’s income taxes expenses:

	2024			2023
	For the Three Months Ended March 31
	2024			2023
Computed expected expenses		25	%		25	%
Effect of foreign tax rate difference		1	%		1	%
Deferred tax assets not recognized		3	%		3	%
Temporary difference not recognized		(29	)%		(29	)%
Income tax expense		-	%		-	%

	2024			2023
	For the Three Months Ended March 31
	2024			2023
PRC statutory tax rate		25	%		25	%
Computed expected expenses		38,799			17,474
Effect of foreign tax rate difference		763			473
Deferred tax assets not recognized		3,930			2,374
Temporary difference not recognized		(43,492	)		(20,083	)
Income tax expense		-			238

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of March 31, 2024:

SCHEDULE OF DEFERRED TAX ASSETS

	As of March 31, 2024			As of December 31, 2023
Deferred tax assets:

Net operating loss carry forwards
- United States of America	$	76,432		$	72,534
- Hong Kong		800			790
- People Republic China		12,285			25,201

Less: valuation allowance		(89,517	)		(98,525	)
Deferred tax assets	$	-		$	-

SEGMENT REPORTING

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

SEGMENT REPORTING

13. SEGMENT REPORTING

SCHEDULE OF SEGMENT REPORTING


	For the Three Months Ended and As of March 31, 2024
By Business Unit	BCBF Trading Business		Online Retailing Business			Total
Revenue	$	-	$	289,866		$	289,866

Cost of revenue		-		(64,897	)		(64,897	)
Selling and distribution expenses		-		(2,439	)		(2,439	)
General and administrative expenses		-		(66,991	)		(66,991	)

Profit from operations		-		155,539			155,539

Total assets	$	457,760	$	-		$	457,760
Capital expenditure	$	-	$	-		$	-


	For the Three Months Ended and As of March 31, 2023
By Business Unit	BCBF Trading Business			Online Retailing Business			Total
Revenue	$	57,622		$	96,672		$	154,294

Cost of revenue		(33,571	)		-			(33,571	)
Selling and distribution expenses		(495	)		-			(495	)
General and administrative expenses		(36,026	)		(14,121	)		(50,147	)

Profit from operations		(12,470	)		82,551			70,081

Total assets	$	278,336		$	-		$	278,336
Capital expenditure	$	-		$	-		$	-


	For the Three Months Ended and As of March 31, 2024
By Country	United States			China			Total
Revenue	$	-		$	289,866		$	289,866

Cost of revenue		-			(64,897	)		(64,897	)
Selling and distribution expenses		-			(2,439	)		(2,439	)
General and administrative expenses		(18,562	)		(48,429	)		(66,991	)

Profit from operations		(18,562	)		174,101			155,539

Total assets	$	5,598		$	452,162		$	457,760
Capital expenditure	$	-		$	-		$	-


	For the Three Months Ended and As of March 31, 2023
By Country	United States			China			Total
Revenue	$	-		$	154,294		$	154,294

Cost of revenue		-			(33,571	)		(33,571	)
Selling and distribution expenses		-			(495	)		(495	)
General and administrative expenses		(11,154	)		(38,993	)		(50,147	)

Profit from operations		(11,154	)		81,235			70,081

Total assets	$	9,121		$	269,215		$	278,336
Capital expenditure	$	-		$	-		$	-

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

14. SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Use of estimates

Cash and Cash Equivalents

Prepayment, Deposits and Other Receivables

Lease

Revenue Recognition

The Company generates two streams of revenue.

(i) identification of the promised goods and services in the contract;

(ii) determination of whether the promised goods and 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.

Deferred revenue

Shipping, Storage and Handling costs

Advertising costs

Earnings Per Share

Inventories

During the last quarter of 2023, we transitioned to purchasing stock from several suppliers and outsource the inventory warehouse to few suppliers and we are liable for the inventory risk hence we are principal in this extent. Our inventory is stored and managed at the facilities of third-party logistics providers. These arrangements involve contractual agreements outlining the terms of storage, handling, and distribution of our inventory. Besides, the third-party logistics providers are responsible for maintaining the quality and condition of the inventory in accordance with our specifications.

Related parties

Income Taxes

Foreign Currency Translation

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

	For the three months ended March 31, 2024		For the three months ended March 31, 2023
Period-end HK$ : US$1 exchange rate		7.82		7.75
Period-end CNY¥ : US$1 exchange rate		7.22		6.87
Period-average HK$ : US$1 exchange rate		7.82		7.75
Period-average CNY¥ : US$1 exchange rate		7.16		6.85

Fair Value Measurement

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Recently issued accounting pronouncements

Economic and political risks

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

SCHEDULE OF FOREIGN CURRENCIES TRANSLATION

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

	For the three months ended March 31, 2024		For the three months ended March 31, 2023
Period-end HK$ : US$1 exchange rate		7.82		7.75
Period-end CNY¥ : US$1 exchange rate		7.22		6.87
Period-average HK$ : US$1 exchange rate		7.82		7.75
Period-average CNY¥ : US$1 exchange rate		7.16		6.85

INVENTORIES (Tables)

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

SCHEDULE OF INVENTORIES

As of March 31, 2024 and December 31, 2023, the Company inventories consist of following:

SCHEDULE OF INVENTORIES

	As of March 31, 2024		As of December 31, 2023
Finished goods	$	120,832	$	113,688

Total inventories	$	120,832	$	113,688

PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES (Tables)

3 Months Ended

Mar. 31, 2024

Prepayment Deposits And Other Receivables

SCHEDULE OF PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES

As of March 31, 2024 and December 31, 2023, prepayment, deposits and other receivables consist of following:

	As of March 31, 2024		As of December 31, 2023
Deposits for Hong Kong Company Secretary	$	13	$	13
Staff Advancement & Prepaid Staff Cost		62,472		9,810
Rental Deposit & Prepayment		8,637		13,498
Supplier Deposit & Prepayment		104,201		107,581
Prepaid transfer agent fee and OTCIQ renewal		2,600		1,845
Total prepayment, deposits and other receivables	$	177,923	$	132,747

OTHER PAYABLES AND ACCRUED LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES

As of March 31, 2023 and December 31, 2022, other payables and accrued liabilities consist of following:

	As of March 31, 2024		As of December 31, 2023
Other payables	$	-	$	3,047
Accrued audit fee		26,639		28,550
Accrued professional fee		24,984		645
Total other payables and accrued liabilities	$	51,623	$	32,242

AMOUNT DUE TO A DIRECTOR (Tables)

3 Months Ended

Mar. 31, 2024

Amount Due To Director

SCHEDULE OF RELATED PARTY TRANSACTION

As of

March 31, 2024

As of

December 31, 2023

Amount due to a director

416,948

501,890

LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2024

Lease Right-of-use Asset And Lease Liabilities

SCHEDULE OF OPERATING LEASE RIGHT AND LEASE LIABILITY

Right-of-use assets, net as of December 31, 2022	$	79,394
Amortization for the period ended November 30, 2023		(36,159	)
Right-of-use assets as of Nov 30, 2023		43,235
Reassessment of lease		(3,150	)
Amortization of December 31, 2023		(3,109	)
Foreign exchange translation		(2,022	)
Right-of-use assets, net as of December 31, 2023	$	34,954

As of December 31, 2023, operating lease liability as follows:

Lease liability as of December 31, 2022	$	79,394
Add: imputed interest for the period ended November 30, 2023		2,509
Less: gross repayment for the period ended November 30, 2023		(38,668	)
Operating lease liability as of Nov 30, 2023		43,235
Reassessment of lease		(3,150	)
Add: imputed interest of December 31, 2023		138
Less: gross repayment of December 31, 2023		(3,247	)
Foreign exchange translation		(2,022	)
Lease liability as of December 31, 2023	$	34,954

As of March 31, 2024, operating lease right-of-use assets as follows:

Right-of-use assets, net as of December 31, 2023	$	34,954
Amortization for the two months ended February 29, 2024		(6,137	)
Foreign exchange translation		-
Right-of-use assets, net as of February 29, 2024	$	28,817
Termination of right-of-use asset		(28,817	)
Right-of-use assets, net as of February 29, 2024		-
New right-of-use assets recognized as of March 5, 2024		28,585
Amortization of March 31, 2024		(945	)
Foreign exchange translation		8
Right-of-use assets, net as of March 31, 2024		27,648

As of March 31, 2024, operating lease liability as follows:

Lease liability as of December 31, 2023	$	34,954
Add: imputed interest for the two months ended February 29, 2024		235
Less: gross repayment for the two months ended February 29, 2024		(6,372	)
Foreign exchange translation		-
Lease liability as of February 29, 2024	$	28,817
Termination of right-of-use asset		(28,817	)
Lease liability net as of February 29, 2024	$	-
Lease liability net as of February 29, 2024	$	-
New lease liability recognized as of March 5, 2024		28,585
Add: imputed interest of March 31, 2024		110
Less: gross repayment of March 31, 2024		(1,055	)
Foreign exchange translation		8
Lease liability net as of March 31, 2024		27,648

Lease liability current portion	$	14,009
Lease liability non-current portion	$	13,639

Maturities of the loan for each of the five years and thereafter are as follows:
2024	$	10,444
2025		14,516
2026		2,688

SCHEDULE OF COMPONENTS OF LEASE EXPENSE

Other information:

SCHEDULE OF COMPONENTS OF LEASE EXPENSE

	Three months ended March 31
	2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow to operating lease	$	7,427
Remaining lease term for operating lease (years)		2
Right-of-use assets obtained in exchange for operating lease liabilities		28,585
Weighted average discount rate for operating lease		4.75	%

CONCENTRATION OF RISK (Tables)

3 Months Ended

Mar. 31, 2024

Risks and Uncertainties [Abstract]

SCHEDULE OF CUSTOMER CONCENTRATION RISK

	For the three months ended March 31
	2024		2023		2024			2023			2024		2023
	Revenues				Percentage of revenues						Accounts receivable, trade

Customer A	$	-	$	21,672		-	%		14	%	$	-	$	-
Others		289,866		132,622		100	%		86	%		-		-
Total	$	289,866	$	154,294		100	%		100	%	$	-	$	-

SCHEDULE OF VENDOR CONCENTRATION RISK

	For the three months ended March 31
	2024		2023		2024			2023			2024		2023
	Cost of revenue				Percentage of Cost of revenue						Accounts payable, trade

Vendor A	$	-	$	33,571		-	%		100	%	$	-	$	-
Vendor B		7,603		-		12	%		-	%		-		-
Vendor C		10,940		-		17	%		-	%		-		-
Vendor D		21,173		-		32	%		-	%		-		-
Others		25,181		-		39	%		-	%		24,566		-
Total	$	64,897	$	33,571		100	%		100	%	$	24,566	$	-

INCOME TAXES (Tables)

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

The following table summarizes a reconciliation of the Company’s income taxes expenses:

	2024			2023
	For the Three Months Ended March 31
	2024			2023
Computed expected expenses		25	%		25	%
Effect of foreign tax rate difference		1	%		1	%
Deferred tax assets not recognized		3	%		3	%
Temporary difference not recognized		(29	)%		(29	)%
Income tax expense		-	%		-	%

	2024			2023
	For the Three Months Ended March 31
	2024			2023
PRC statutory tax rate		25	%		25	%
Computed expected expenses		38,799			17,474
Effect of foreign tax rate difference		763			473
Deferred tax assets not recognized		3,930			2,374
Temporary difference not recognized		(43,492	)		(20,083	)
Income tax expense		-			238

SCHEDULE OF DEFERRED TAX ASSETS

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of March 31, 2024:

SCHEDULE OF DEFERRED TAX ASSETS

	As of March 31, 2024			As of December 31, 2023
Deferred tax assets:

Net operating loss carry forwards
- United States of America	$	76,432		$	72,534
- Hong Kong		800			790
- People Republic China		12,285			25,201

Less: valuation allowance		(89,517	)		(98,525	)
Deferred tax assets	$	-		$	-

SEGMENT REPORTING (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

SCHEDULE OF SEGMENT REPORTING


	For the Three Months Ended and As of March 31, 2024
By Business Unit	BCBF Trading Business		Online Retailing Business			Total
Revenue	$	-	$	289,866		$	289,866

Cost of revenue		-		(64,897	)		(64,897	)
Selling and distribution expenses		-		(2,439	)		(2,439	)
General and administrative expenses		-		(66,991	)		(66,991	)

Profit from operations		-		155,539			155,539

Total assets	$	457,760	$	-		$	457,760
Capital expenditure	$	-	$	-		$	-


	For the Three Months Ended and As of March 31, 2023
By Business Unit	BCBF Trading Business			Online Retailing Business			Total
Revenue	$	57,622		$	96,672		$	154,294

Cost of revenue		(33,571	)		-			(33,571	)
Selling and distribution expenses		(495	)		-			(495	)
General and administrative expenses		(36,026	)		(14,121	)		(50,147	)

Profit from operations		(12,470	)		82,551			70,081

Total assets	$	278,336		$	-		$	278,336
Capital expenditure	$	-		$	-		$	-


	For the Three Months Ended and As of March 31, 2024
By Country	United States			China			Total
Revenue	$	-		$	289,866		$	289,866

Cost of revenue		-			(64,897	)		(64,897	)
Selling and distribution expenses		-			(2,439	)		(2,439	)
General and administrative expenses		(18,562	)		(48,429	)		(66,991	)

Profit from operations		(18,562	)		174,101			155,539

Total assets	$	5,598		$	452,162		$	457,760
Capital expenditure	$	-		$	-		$	-


	For the Three Months Ended and As of March 31, 2023
By Country	United States			China			Total
Revenue	$	-		$	154,294		$	154,294

Cost of revenue		-			(33,571	)		(33,571	)
Selling and distribution expenses		-			(495	)		(495	)
General and administrative expenses		(11,154	)		(38,993	)		(50,147	)

Profit from operations		(11,154	)		81,235			70,081

Total assets	$	9,121		$	269,215		$	278,336
Capital expenditure	$	-		$	-		$	-

ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative)	Apr. 19, 2023 USD ($)	Apr. 19, 2023 CNY (¥)	Jun. 15, 2020 USD ($)	Jun. 15, 2020 CNY (¥)	Sep. 25, 2023 $ / shares	Sep. 25, 2023 ¥ / shares	Jun. 15, 2020 CNY (¥)
SCQC Agriculture Co Limited [Member]
Restructuring Cost and Reserve [Line Items]
Fair value of consideration paid			$ 165,605	¥ 1,169,996
Total net book value			$ 165,401				¥ 1,168,554
XMYC Trading Co Limited [Member]
Restructuring Cost and Reserve [Line Items]
Fair value of consideration paid	$ 68,931	¥ 500,000
Per share price \| (per share)					$ 0.01	¥ 0.1

SCHEDULE OF FOREIGN CURRENCIES TRANSLATION (Details)	Mar. 31, 2024	Mar. 31, 2023
Period End HKUS1 Exchange Rate [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Period-average CNY¥ : US$1 exchange rate	7.82	7.75
Period-End CNY¥ : US$1 Exchange Rate [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Period-average CNY¥ : US$1 exchange rate	7.22	6.87
Period-Average HK$ : US$1 Exchange Rate [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Period-average CNY¥ : US$1 exchange rate	7.82	7.75
Period-Average CNY¥ : US$1 Exchange Rate [Member]
Trading Activity, Gains and Losses, Net [Line Items]
Period-average CNY¥ : US$1 exchange rate	7.16	6.85

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	3 Months Ended
	Mar. 31, 2024 USD ($) Lease	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Mar. 31, 2023 USD ($)
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 0			$ 0
Number of operating lease \| Lease	1
Deferred revenue		$ 3,208	$ 14,782

GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net cash used in operating activities	$ 119,013	$ (256,898)
Accumulated deficit	224,391		$ 379,998
Working capital deficit	$ 80,242

SCHEDULE OF INVENTORIES (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Finished goods	$ 120,832	$ 113,688
Total inventories	$ 120,832	$ 113,688

INVENTORIES (Details Narrative)	Mar. 31, 2024 USD ($)
Inventory Disclosure [Abstract]
Inventories allowance	$ 0

SCHEDULE OF PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Prepayment Deposits And Other Receivables
Deposits for Hong Kong Company Secretary	$ 13	$ 13
Staff Advancement & Prepaid Staff Cost	62,472	9,810
Rental Deposit & Prepayment	8,637	13,498
Supplier Deposit & Prepayment	104,201	107,581
Prepaid transfer agent fee and OTCIQ renewal	2,600	1,845
Total prepayment, deposits and other receivables	$ 177,923	$ 132,747

SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Other payables		$ 3,047
Accrued audit fee	26,639	28,550
Accrued professional fee	24,984	645
Total other payables and accrued liabilities	$ 51,623	$ 32,242

SCHEDULE OF RELATED PARTY TRANSACTION (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Amount Due To Director
Amount due to a director	$ 416,948	$ 501,890

AMOUNT DUE TO A DIRECTOR (Details Narrative) - USD ($)	3 Months Ended
AMOUNT DUE TO A DIRECTOR (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Defined Benefit Plan Disclosure [Line Items]
Outstanding payable	$ 416,948	$ 501,890
Director [Member]
Defined Benefit Plan Disclosure [Line Items]
Outstanding payable	416,948
Repayment of debt	$ 84,942

SHAREHOLDERS’ EQUITY (Details Narrative) - shares	Mar. 31, 2024	Dec. 31, 2023
Equity [Abstract]
Common stock, shares issued	101,400,000	101,400,000
Common stock, shares outstanding	101,400,000	101,400,000
Common stock, shares authorized	800,000,000	800,000,000
Preferred stock, shares authorized	200,000,000	200,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

SCHEDULE OF OPERATING LEASE RIGHT AND LEASE LIABILITY (Details) - USD ($)	1 Months Ended			2 Months Ended	11 Months Ended
	Mar. 31, 2024	Mar. 31, 2024	Dec. 31, 2023	Feb. 29, 2024	Nov. 30, 2023
Lease Right-of-use Asset And Lease Liabilities
Right-of-use assets, net, Balance			$ 43,235	$ 34,954	$ 79,394
Amortization		$ (945)	(3,109)	(6,137)	(36,159)
Reassessment of lease			(3,150)
Foreign exchange translation			(2,022)
Right-of-use assets, net, Balance	$ 27,648	27,648	34,954		43,235
Lease liability, Balance			43,235	34,954	79,394
Operating lease liability imputed interest			138		2,509
Less: gross repayment		(1,055)	(3,247)	(6,372)	(38,668)
Reassessment of lease			(3,150)
Foreign exchange translation		8	(2,022)
Lease liability, Balance	27,648	27,648	34,954		$ 43,235
Right-of-use assets, net, Balance				28,817
Termination of right-of-use asset				(28,817)
New right-of-use assets, net, Balance	28,585	28,585
Foreign exchange translation		8
Add: imputed interest		110		235
Foreign exchange translation
Lease liability, Balance				28,817
Termination of right of use asset, Liability				(28,817)
Lease liability, Balance
New lease liability recognized		28,585
Lease liability current portion	14,009	14,009	34,954
Lease liability non-current portion	13,639	13,639
2023	10,444	10,444
2024	14,516	14,516
2024	$ 2,688	$ 2,688

SCHEDULE OF COMPONENTS OF LEASE EXPENSE (Details)	1 Months Ended		3 Months Ended
SCHEDULE OF COMPONENTS OF LEASE EXPENSE (Details)	Mar. 31, 2024 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2024 USD ($)
Lease Right-of-use Asset And Lease Liabilities
Operating cash flow to operating lease			$ 7,427
Remaining lease term for operating lease (years)	2 years	2 years	2 years
New right-of-use assets, net, Balance	$ 28,585	$ 28,585
Weighted average discount rate for operating lease	4.75%	4.75%	4.75%

LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES (Details Narrative) - Tenancy Agreement [Member] - SCQC Agriculture Co Limited [Member]	Mar. 05, 2024 USD ($)	Mar. 05, 2024 CNY (¥)	Dec. 01, 2023 USD ($)	Dec. 01, 2023 CNY (¥)	Nov. 30, 2023 CNY (¥)	Dec. 01, 2022 USD ($) m²	Dec. 01, 2022 CNY (¥) m²
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Area of land						232	232
Payments for rent	$ 1,258	¥ 9,000	$ 3,241	¥ 23,000	¥ 24,900	$ 3,604	¥ 24,900
Lease term						2 years	2 years

SCHEDULE OF CUSTOMER CONCENTRATION RISK (Details) - Revenue Benchmark [Member] - Product Concentration Risk [Member] - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Concentration Risk [Line Items]
Percentage of revenue	100.00%	100.00%
Customer A [Member]
Concentration Risk [Line Items]
Revenues		$ 21,672
Percentage of revenue		14.00%
Accounts receivable, trade
Other Customer [Member]
Concentration Risk [Line Items]
Revenues	$ 289,866	$ 132,622
Percentage of revenue	100.00%	86.00%
Accounts receivable, trade
Customers [Member]
Concentration Risk [Line Items]
Revenues	$ 289,866	$ 154,294
Percentage of revenue	100.00%	100.00%
Accounts receivable, trade

SCHEDULE OF VENDOR CONCENTRATION RISK (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Concentration Risk [Line Items]
Cost of revenues	$ 64,897	$ 33,571
Product Concentration Risk [Member] \| Revenue Benchmark [Member]
Concentration Risk [Line Items]
Cost of revenues	$ 64,897	$ 33,571
Percentage of cost of revenue	100.00%	100.00%
Accounts payable trade	$ 24,566
Product Concentration Risk [Member] \| Vendor A [Member] \| Revenue Benchmark [Member]
Concentration Risk [Line Items]
Cost of revenues		$ 33,571
Percentage of cost of revenue		100.00%
Accounts payable trade
Product Concentration Risk [Member] \| Vendor B [Member] \| Revenue Benchmark [Member]
Concentration Risk [Line Items]
Cost of revenues	$ 7,603
Percentage of cost of revenue	12.00%
Accounts payable trade
Product Concentration Risk [Member] \| Vendor C [Member] \| Revenue Benchmark [Member]
Concentration Risk [Line Items]
Cost of revenues	$ 10,940
Percentage of cost of revenue	17.00%
Accounts payable trade
Product Concentration Risk [Member] \| Vendor D [Member] \| Revenue Benchmark [Member]
Concentration Risk [Line Items]
Cost of revenues	$ 21,173
Percentage of cost of revenue	32.00%
Accounts payable trade
Product Concentration Risk [Member] \| Vender Other [Member] \| Revenue Benchmark [Member]
Concentration Risk [Line Items]
Cost of revenues	$ 25,181
Percentage of cost of revenue	39.00%
Accounts payable trade	$ 24,566

CONCENTRATION OF RISK (Details Narrative) - USD ($)	3 Months Ended
CONCENTRATION OF RISK (Details Narrative) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Concentration Risk [Line Items]
Cost of Revenue	$ 64,897	$ 33,571
Revenue Benchmark [Member] \| Product Concentration Risk [Member]
Concentration Risk [Line Items]
Cost of Revenue	64,897	33,571
Revenue Benchmark [Member] \| Product Concentration Risk [Member] \| No Customer [Member]
Concentration Risk [Line Items]
Total revenue	$ 289,866
Revenue Benchmark [Member] \| Product Concentration Risk [Member] \| One Customer [Member]
Concentration Risk [Line Items]
Total revenue		$ 154,294

SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Computed expected expenses	25.00%	25.00%
Effect of foreign tax rate difference	1.00%	1.00%
Deferred tax assets not recognized	3.00%	3.00%
Temporary difference not recognized	(29.00%)	(29.00%)
Income tax expense
PRC statutory tax rate	25.00%	25.00%
Computed expected expenses	$ 38,799	$ 17,474
Effect of foreign tax rate difference	763	473
Deferred tax assets not recognized	3,930	2,374
Temporary difference not recognized	(43,492)	(20,083)
Income tax expense		$ 238

SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Less: valuation allowance	$ (89,517)	$ (98,525)
Deferred tax assets
UNITED STATES
- People Republic China	76,432	72,534
HONG KONG
- People Republic China	800	790
CHINA
- People Republic China	$ 12,285	$ 25,201

INCOME TAXES (Details Narrative) $ in Millions	3 Months Ended
INCOME TAXES (Details Narrative) $ in Millions	Mar. 31, 2024 USD ($)	Mar. 31, 2024 CNY (¥)	Mar. 31, 2024 HKD ($)	Mar. 31, 2023	Dec. 31, 2023 USD ($)
Foreign income tax rate	(1.00%)	(1.00%)	(1.00%)	(1.00%)
Income tax rate
Deferred tax assets, valuation allowance \| $	$ 89,517				$ 98,525
UNITED STATES
Current tax rate	21.00%	21.00%	21.00%
HONG KONG
Current tax rate	8.25%	8.25%	8.25%
Foreign income tax rate	16.50%	16.50%	16.50%
Tax amount	$ 258,000		$ 2
PRC [Member]
Income tax rate	25.00%	25.00%	25.00%
Value added tax rate differential	3.00%	3.00%	3.00%
PRC revenue \| ¥		¥ 5,000,000
Value added tax, percentage	1.00%	1.00%	1.00%

SCHEDULE OF SEGMENT REPORTING (Details) - USD ($)	3 Months Ended
SCHEDULE OF SEGMENT REPORTING (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Segment Reporting Information [Line Items]
Revenue	$ 289,866	$ 154,294
Cost of revenue	(64,897)	(33,571)
Selling and distribution expenses	(2,439)	(495)
General and administrative expenses	(66,991)	(50,147)
Profit from operations	155,539	70,081
Total assets	457,760	278,336	$ 377,327
Capital expenditure
UNITED STATES
Segment Reporting Information [Line Items]
Revenue
Cost of revenue
Selling and distribution expenses
General and administrative expenses	(18,562)	(11,154)
Profit from operations	(18,562)	(11,154)
Total assets	5,598	9,121
Capital expenditure
CHINA
Segment Reporting Information [Line Items]
Revenue	289,866	154,294
Cost of revenue	(64,897)	(33,571)
Selling and distribution expenses	(2,439)	(495)
General and administrative expenses	(48,429)	(38,993)
Profit from operations	174,101	81,235
Total assets	452,162	269,215
Capital expenditure
BCBF Trading Business [Member]
Segment Reporting Information [Line Items]
Revenue		57,622
Cost of revenue		(33,571)
Selling and distribution expenses		(495)
General and administrative expenses		(36,026)
Profit from operations		(12,470)
Total assets	457,760	278,336
Capital expenditure
Online Retailing Business [Member]
Segment Reporting Information [Line Items]
Revenue	289,866	96,672
Cost of revenue	(64,897)
Selling and distribution expenses	(2,439)
General and administrative expenses	(66,991)	(14,121)
Profit from operations	155,539	82,551
Total assets
Capital expenditure

YCQH Agricultural Techno... (PK) (USOTC:YCQH)
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