Quarterly Report for Quarter Ending September 30, 2024 (Form 10-Q)

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 September 30, 2024

or

☐ 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.1002, Block 2, No.5, Annex 5, No.188,

Beizhan East Road, Shapingba District, Chongqing, China 400030

(Address of principal executive offices, including zip code)

(+86) 13981161812

(Registrant's telephone number, including area code)

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

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 ☒

As of November 18, 2024, there were 101,400,000 shares of common stock, par value $0.0001 per share, outstanding.

TABLE OF CONTENTS

			Page
PART I	FINANCIAL INFORMATION		F-1
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:		F-1
	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF September 30, 2024 (UNAUDITED) AND DECEMBER 31, 2023		F-1
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTHS ENDED September 30, 2024 AND 2023		F-2
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT FOR THE NINE MONTHS ENDED September 30, 2024 and 2023		F-3
	UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED September 30, 2024 and 2023		F-4
	NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		F-5
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		10
ITEM 4.	CONTROLS AND PROCEDURES		10
PART II	OTHER INFORMATION		12
ITEM 1	LEGAL PROCEEDINGS		12
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		12
ITEM 3	DEFAULTS UPON SENIOR SECURITIES		12
ITEM 4	MINE SAFETY DISCLOSURES		12
ITEM 5	OTHER INFORMATION		12
ITEM 6	EXHIBITS		12
SIGNATURES		13

PART I - FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

YCQH AGRICULTURAL TECHNOLOGY CO. LTD

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF September30, 2024 AND DECEMBER 31, 2023

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

		As of September 30, 2024			As of
		(UNAUDITED)			December 31, 2023
ASSETS
Current assets
Cash and cash equivalents		$	1,420			$	95,938
Inventories			108,796				113,688
Prepayment, deposits and other receivables			213,007				132,747
Total current assets			323,223				342,373
Non-current Assets
Right-of-use assets, net			-				34,954
Total non-current assets			-				34,954
TOTAL ASSETS		$	323,223			$	377,327
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Trade payables		$	2,325			$	12,597
Other payables and accrued liabilities			9,532				32,242
Deferred revenue			165				14,782
Amount due to a director			481,100				501,890
Lease liability - current portion			-				34,954
Total current liabilities			493,122				596,465
TOTAL LIABILITIES			493,122				596,465
STOCKHOLDERS' DEFICIT
Preferred stock, $0.0001par value; 200,000,000shares authorized; 0issued and outstanding
Common stock, $0.0001 par value; 800,000,000 shares authorized; 101,400,000 shares of common stock issued and outstanding as of September 30, 2024 and December 31, 2023, respectively			10,140				10,140
Additional paid-in capital			148,860				148,860
Accumulated other comprehensive income			5,477				1,860
Accumulated deficit			(334,376	)			(379,998	)
TOTAL STOCKHOLDERS' DEFICIT			(169,899	)			(219,138	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	323,223			$	377,327

See accompanying notes to unaudited condensed consolidated financial statements.

YCQH AGRICULTURAL TECHNOLOGY CO. LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

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

		Three months ended September 30,			Nine months ended September 30,
		2024			2023			2024			2023
REVENUE		$	-			$	67,593			$	292,405			$	223,564
COST OF REVENUE			-				(5,290	)			(65,117	)			(39,007	)
GROSS PROFIT			-				62,303				227,288				184,557
OPERATING EXPENSES
Selling and distribution			-				-				(51,058	)			(495	)
General and administrative			(25,223	)			(128,552	)			(123,917	)			(275,520	)
PROFIT (LOSS) FROM OPERATION BEFORE INCOME TAX			(25,223	)			(66,249	)			52,313				(91,458	)
INTEREST INCOME			1				15				84				79
OTHER INCOME			-				3,286				1,379				3,286
PROFIT (LOSS) BEFORE INCOME TAX			(25,222	)			(62,948	)			53,776				(88,093	)
INCOME TAX EXPENSES			-				-				(8,154	)			(238	)
NET INCOME (LOSS)			(25,222	)			(62,948	)			45,622				(88,331	)
Other comprehensive income:
- Foreign currency translation income (loss)			8,692				(745	)			3,617				(8,894	)
TOTAL COMPREHENSIVE INCOME (LOSS)			(16,530	)			(63,693	)			49,239				(97,225	)
NET LOSS PER SHARE, BASIC AND DILUTED			(0.00	)			(0.00	)			0.00				(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED			101,400,000				101,400,000				101,400,000				101,400,000

See accompanying notes to unaudited condensed consolidated financial statements.

YCQH AGRICULTURAL TECHNOLOGY CO. LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

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

		COMMON STOCK			ADDITIONAL					ACCUMULATED OTHER			TOTAL
		NUMBER OF SHARES			AMOUNT			PAID-IN CAPITAL			ACCUMULATED DEFICIT			COMPREHENSIVE INCOME			STOCKHOLDERS' (DEFICIT)
Balance as of December 31, 2022			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	)
Net loss for the period			-				-				-				(95,277	)			-				(95,277	)
Foreign currency translation			-				-				-				-				(8,636	)			(8,636	)
Balance as of June 30, 2023			101,400,000			$	10,140			$	148,860			$	(415,370	)		$	(280	)		$	(256,650	)
Net loss for the period															(62,948	)							(62,948	)
Foreign currency translation															(745	)			(745	)
Balance as of September 30, 2023			101,400,000			$	10,140			$	148,860			$	(478,318	)		$	(1,025	)		$	(320,343	)

		COMMON STOCK			ADDITIONAL						ACCUMULATED OTHER			TOTAL STOCKHOLDERS'
		NUMBER OF SHARES			AMOUNT			PAID-IN CAPITAL			ACCUMULATED DEFICIT			COMPREHENSIVE INCOME			EQUITY/ (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	)
Net loss for the period			-				-				-				(84,763	)			-				(84,763	)
Foreign currency translation			-				-				-				-				(2,373	)			(2,373	)
Balance as of June 30, 2024			101,400,000			$	10,140			$	148,860			$	(309,154	)		$	(3,215	)		$	(153,369	)
Net loss for the period												(25,222	)						(25,222	)
Foreign currency translation															8,692				8,692
Balance as of September 30, 2024			101,400,000			$	10,140			$	148,860			$	(334,376	)		$	5,477			$	(169,899	)

See accompanying notes to unaudited condensed consolidated financial statements.

YCQH AGRICULTURAL TECHNOLOGY CO. LTD

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

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

		Nine Months Ended			Nine Months Ended
		September 30, 2024			September 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss)		$	45,622			$	(88,331	)
Adjustments to reconcile net profit to net cash used in operating activities:
Change in operating lease ROU assets			34,293				(3,286	)
Depreciation and amortization			-				29,253
Changes in operating assets and liabilities:
Inventories			5,819				33,571
Prepayment, deposits and other receivables			(77,462	)			(174,957	)
Other payables and accrued liabilities			(25,511	)			(51,260	)
Deferred revenue			(14,440	)			(119,843	)
Change in lease liability			(34,293	)			(29,591	)
Trade payables			(9,939	)			-
Receipt in advance			-				162
Net cash used in operating activities		$	(75,911	)		$	(404,282	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant and equipment			-				-
Purchase of intangible asset			-				-
Net cash used in investing activities		$	-			$	-
CASH FLOWS FROM FINANCING ACTIVITIES:
Amount due to director			(21,905	)			171,308
Net cash (used in) provided by financing activities		$	(21,905	)		$	171,308
Effect of exchange rate changes on cash and cash equivalents		$	3,298			$	6,395
Net decrease in cash and cash equivalents			(94,518	)		$	(226,579	)
Cash and cash equivalents, beginning of period			95,938				232,706
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	1,420			$	6,127
SUPPLEMENTAL CASH FLOWS INFORMATION
Cash paid for income taxes		$	8,154			$	-
Cash paid for interest paid		$	-			$	-

See accompanying notes to unaudited condensed consolidated financial statements.

YCQH AGRICULTURAL TECHNOLOGY CO. LTD

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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's 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's 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")		ChongQing 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.1002, Block 2, No.5, Annex 5, No.188, Beizhan East Road, Shapingba District, Chongqing, China.

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. Noallowance for doubtful accounts was made for the nine months ended September 30, 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.

The 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.

On March 5, 2024 the management entered into a tenancy agreement to rent an office for a monthly rental of CNY9,000(approximate $1,258) for a period of two years. On May 31, 2024, the management of the Company terminated the tenancy agreement of the office. From June 21, 2024, the management of the Company uses part of the leased office space of Chongqing Jiushengguang Enterprise Management Consulting Co., LTD. free of charge. Please refer to Note 10 for the details of the lease.

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.

Besides, adopting ASC 606-10-55-42, we give an option to customers, which they will be received of cash back from their purchased amount in the online platform. Hence, 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 September 30, 2024 and December 31, 2023, the Company recognized amounts of $165 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.

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 nine months ended September 30, 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.

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:

		As of and for the nine months ended September 30, 2024			For the nine months ended September 30, 2023
Period-end HK$: US$1 exchange rate			7.77				7.75
Period-end CNY¥: US$1 exchange rate			7.02				7.28
Period-average HK$: US$1 exchange rate			7.81				7.75
Period-average CNY¥: US$1 exchange rate			7.18				7.06

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. The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. 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.

4. GOING CONCERN UNCERTAINTIES

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently in a net liability position and incurred a net cash used in operating activities of $75,911 for the nine months ended September 30, 2024, resulting in accumulated deficit of $334,376 and a working capital deficit of $169,899.

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 September 30, 2024 and December 31, 2023, the Company inventories consist of following:

		As of September 30, 2024			As of December 31, 2023
Finished goods		$	108,796			$	113,688
Total inventories		$	108,796			$	113,688

Noallowance has been provided for the nine months ended September 30, 2024.

6. PREPAYMENT, DEPOSITS AND OTHER RECEIVABLES

As of September 30, 2024 and December 31, 2023, prepayment, deposits and other receivables consist of following:

		As of September 30, 2024			As of December 31, 2023
Deposits for Hong Kong Company Secretary		$	13			$	13
Staff Advancement & Prepaid Staff Cost			131,750				9,810
Prepayment			3,933				13,498
Supplier Deposit & Prepayment(1)			75,961				107,581
Prepaid transfer agent fee and OTCIQ renewal			1,350				1,845
Total prepayment, deposits and other receivables		$	213,007			$	132,747

(1)

As of the date of this report, SCQC, a wholly owned subsidiary of the Company, is involved in a legal dispute with Sichuan Aima Ke'er Biotechnology Group Co. ("Sichuan Aima") regarding a cooperative agreement that was entered by both parties on June 7, 2022. The Chief Executive Officer and Director of the Company, Ms. Wang Min, serves as the legal representative of SCQC Agriculture Co. Limited ("SCQC"). This agreement was intended to support the business expansion of SCQC and outlined mutual obligations for collaboration over a two-year period, set to expire on June 6, 2024. On September 9, 2024, the Sichuan Free Trade Zone People's Court formally accepted SCQC claim against Sichuan Aima.

In January 2023, SCQC transferred to Sichuan Aima as an advance for the cooperative arrangement. However, negotiations in March 2023 were unproductive, leading both parties to terminate the cooperation. Sichuan Aima provided partial compensation to SCQC by offsetting the outstanding amount with goods of equivalent value. SCQC is actively pursuing the recovery of the remaining balance of RMB533,362.80, or approximately $75,961. The case is scheduled to be heard on November 19, 2024. As of the date of this report, the case remains unresolved, and no settlement has been reached.

7. OTHER PAYABLES AND ACCRUED LIABILITIES

As of September 30, 2024 and December 31, 2023, other payables and accrued liabilities consist of the following:

		As of September 30, 2024			As of December 31, 2023
Other payables		$	3,032			$	3,047
Accrued audit fee			3,000				28,550
Accrued professional fee			3,500				645
Total other payables and accrued liabilities		$	9,532			$	32,242

8. AMOUNT DUE TO A DIRECTOR

		As of September 30, 2024			As of December 31, 2023
Amount due to a director		$	481,100			$	501,890

As of September 30, 2024, the Company has an outstanding payable of $481,100 to our director, Ms. Wang Min, which is unsecured and non-interest bearing with no fixed terms of repayment. During the nine months ended September 30, 2024, the Company repaid a net amount of $20,790 to Ms. Wang Min.

9. SHAREHOLDERS' EQUITY

As of September 30, 2024 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 nine months ended September 30, 2024, the Company has not issued any shares.

The Company has 800,000,000shares of commons stock and 200,000,000shares of preference stock authorized, noshare of preference stock issued and outstanding.

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

On December 1, 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 232square meter for monthly rental of CNY24,900(approximate $3,604) for a period of two years. On December 1, 2023, the monthly rental is reduced from CNY24,900to 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. On May 31, 2024, the management of the Company terminated the tenancy agreement of the office.

Zhu Peiyuan is a manager of the Company, which is an indirect holding in Chongqing Jiushengguang Enterprise Management Consulting Co., LTD. ("Chongqing Jiushengguang"). Chongqing Jiushengguang's leased office space is located at No. 188 and No. 5, East Beizhan Road, Shapingba District, Chongqing. From June 21, 2024, the management of the Company, through indirect wholly owned subsidiary SCQC Agriculture Co. Limited, uses part of the office space free of charge.

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

11. CONCENTRATION OF RISK

Customer Concentration

For the three months ended September 30, 2024, the Company generated total revenue of $0. For the three months ended September 30, 2023, the Company generated total revenue of $67,593, of which seven customers accounted for more than 10% of the Company's total revenue.

		For the three months ended September 30
		2024			2023			2024			2023			2024			2023
		Revenues			Percentage of revenues			Accounts receivable, trade
Customer H			-				8,500				-				13				-				-
Customer I			-				8,499				-				13				-				-
Customer J			-				8,489				-				12				-				-
Customer K			-				8,499				-				13				-				-
Customer L			-				8,499				-				13				-				-
Customer M			-				8,482				-				12				-				-
Customer N			-				10,281				-				15				-				-
Others			-				6,344				-				9	%			-				-
Total		$	-			$	67,593				-	%			100	%		$	-			$	-

For the nine months ended September 30, 2024, the Company generated total revenue of $292,405, of which two customers accounted for more than 10% of the Company's total revenue. For the nine months ended September 30, 2023, the Company generated total revenue of $223,564, of which no customer accounted for more than 10% of the Company's total revenue.

Vendor Concentration

For the three months ended September 30, 2024, the Company incurred cost of revenue of $0, For the three months ended September 30, 2023, the Company incurred cost of revenue of $5,290solely accounted by a single vendor.

		For the three months ended September 30
		2024			2023			2024			2023			2024			2023
		Cost of revenue			Percentage of Cost of revenue			Accounts payable, trade
Vendor B			-				5,290								100	%			-				-
Total		$	-			$	5,290				-				100	%		$	-			$	-

For the nine months ended September 30, 2024, the Company incurred cost of revenue of $65,117, of which three vendors accounted for more than 10% of the Company's total vendor. For the nine months ended September 30, 2023, the Company incurred cost of revenue of $39,007, accounted by two vendors.

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 nine months ended September 30, 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$2million (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:

		For the Nine Months Ended September 30
		2024			2023
Computed expected expenses/(benefits)			25	%			(25	)%
Effect of foreign tax rate difference			3	%			2	%
Deferred tax assets not recognized			14	%			24	%
Temporary difference not recognized			(27	)%			(1	)%
Income tax expense			15	%			-	%

		For the Nine Months Ended September 30
		2024			2023
PRC statutory tax rate			25	%			25	%
Computed expected expenses/(benefits)			13,444				(34,961	)
Effect of foreign tax rate difference			1,481				2,369
Deferred tax assets not recognized			7,650				34,203
Temporary difference not recognized			(14,421	)			(1,373	)
Income tax expense			8,154				238

The following table sets forth the significant components of the aggregate deferred tax assets of the Company:

		As of September 30, 2024			As of December 31, 2023
Deferred tax assets:
Net operating loss carry forwards
- United States of America		$	80,101			$	72,534
- Hong Kong			809				790
- People's Republic China			12,326				25,201
Less: valuation allowance			(93,236	)			(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 $93,236 as of September 30, 2024.

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 three reportable segments based on business unit, bio-carbon-based fertilizer ("BCBF") trading business, online retailing business and beauty products trading 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.

		For the Nine Months Ended and As of September 30, 2024
By Business Unit		BCBF Trading Business			Online Retailing Business			Total
Revenue		$	16			$	292,389			$	292,405
Cost of revenue			(10	)			(65,107	)			(65,117	)
Selling and distribution expenses			-				(51,058	)			(51,058	)
General and administrative expenses			-				(123,917	)			(123,917	)
Profit from operations			6				52,307				52,313
Total assets		$	323,223				-			$	323,223
Capital expenditure			-				-				-

		For the Nine Months Ended and As of September 30, 2023
By Business Unit		BCBF Trading Business			Online Retailing Business			Beauty Products Trading Business			Total
Revenue		$	57,622			$	97,744			$	68,198			$	223,564
Cost of revenue			(33,571	)			-				(5,436	)			(39,007	)
Selling and distribution expenses			(495	)			-				-				(495	)
General and administrative expenses			(139,759	)			(21,229	)			(114,532	)			(275,520	)
Profit (loss) from operations			(116,203	)			76,515				(51,770	)			(91,458	)
Total assets		$	262,420			$	-			$	-			$	262,420
Capital expenditure		$	-			$	-			$	-			$	-

		For the Nine Months Ended and As of September 30, 2024
By Country		United States			China			Total
Revenue		$	-			$	292,405			$	292,405
Cost of revenue			-				(65,117	)			(65,117	)
Selling and distribution expenses			-				(51,058	)			(51,058	)
General and administrative expenses			(36,037	)			(87,880	)			(123,917	)
Profit (loss) from operations			(36,037	)			88,350				52,313
Total assets		$	1,370			$	321,853			$	323,223
Capital expenditure		$	-			$	-			$	-

		For the Nine Months Ended and As of September 30, 2023
By Country		United States			China			Total
Revenue		$	-			$	223,564			$	223,564
Cost of revenue			-				(39,007	)			(39,007	)
Selling and distribution expenses			-				(495	)			(495	)
General and administrative expenses			(42,852	)			(232,668	)			(275,520	)
Loss from operations			(42,852	)			(48,606	)			(91,458	)
Total assets		$	5,486			$	256,934			$	262,420
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 September 30, 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.

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

The following discussion and analysis and the unaudited interim financial statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2023 and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in the Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on April 16, 2024.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, research and development plans, the anticipated timing, costs, design, and conduct of our ongoing and planned businesses, and objectives of management for future operations, future results of anticipated business development efforts, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as "anticipate," "believe," "contemplate," "continue" "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," or "will" or the negative of these terms or other similar expressions. These forward-looking statements are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial and other trends that we believe may affect our business, financial condition, and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of risks, uncertainties, and assumptions, including, without limitation, the risk factors described in our registration statement on Form S-1/A, filed with the SEC on June 3, 2021, in the section entitled "Risk Factors", which we strongly encourage investors to carefully read as these factors could, among other things, cause actual results to differ from these forward-looking statements. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Company Overview

The Company is engaging in the wholesale and retail of high quality, sustainable, environmentally friendly bio-carbon-based fertilizer (herein referred to as "BCBF"). BCBF not only enhances the crop yield but also contributes to environmental preservation. 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. As of the date of this report, 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 Agriculture Co. Limited ("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 carbohydrates 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 launched its online retailing business through an e-commerce platform, offering a range of daily use products including healthcare, cosmetics, fashion, and household products. Customers will place orders through the platform and make payments to the Company. The Company will then place orders with the supplier, who will deliver the products directly to the customer. Settlement between the Company and the suppliers is scheduled on a weekly basis.

Results of operations

Three months ended September 30, 2024 and 2023

The following table summarizes our result of operations for the periods presented:

		Three months ended September 30,
		2024			2023			Change
BCBF Business Sales Revenue		$	-			$	-				-
Percentage towards Total Revenue			-				-
Online Business Revenue, net		$	-			$	667				(667	)
Percentage towards Total Revenue			-				1	%
Beauty Products Business Sales Revenue		$	-			$	66,926				(66,926	)
Percentage towards Total Revenue			-				99	%
Total Revenue		$				$	67,593				(67,593	)
BCBF Business Cost of Sales			-				-				-
Online Business Cost of Sales			-				(5,290	)			5,290
Beauty Products Business Cost of Sales			-				-				-
Total Cost of Sales		$	-			$	(5,290	)			5,290
BCBF Business Gross Profit			-				-				-
Online Business Gross Profit			-				61,636				(61,636	)
Beauty Products Business Gross Profit			-				667				(667	)
Total Gross Profit		$	-			$	62,303				(62,303	)
Gross Profit Margin			-				92	%
BCBF Business Gross Profit Margin			-				-	%
Online Business Gross Profit Margin			-				-	%
Beauty Products Business Gross Profit Margin			-				92	%

Revenue

For the three months ended September 30, 2024, the Company generated total revenue of $0, compared to a total revenue of $67,593 for the three months ended September 30, 2023.

The decrease in revenue from $67,593 in the three months ended September 30, 2023, to $0 in the three months ended September 30, 2024, primarily due to the decline in the online retailing business.

Cost of Revenue

For the three months ended September 30, 2024, the cost of revenue was $0, compared to the cost of revenue of $5,290 for the three months ended September 30, 2023. The decrease in costs of revenue was primarily due to the reduced customer demand in the Company's online retailing business.

Gross Profit

For the three months ended September 30, 2024, the gross profit was $0, as compared to a gross profit of $62,303, with a gross margin of 92%.

General and administrative expenses

The general and administrative expenses for the three months ended September 30, 2024 and 2023 were $25,223 and $128,552, respectively. The general and administrative expenses are primarily related to salary and social contribution, lease expenses, travelling expenses, advertising expenses, and audit fees. The decrease in general and administrative expenses is mainly due to the reductions in salaries, social contributions, and lease expenses, reflecting the absence of business activities during the period.

Income/Loss

The Company incurred an operating loss of $25,223 and $66,249 for the three months ended September 30, 2024 and 2023, respectively.

Nine months ended September 30, 2024 and 2023

The following table summarizes the results of our operations during the nine-month periods ended September 30, 2024 and 2023, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

		Nine months ended September 30,
		2024			2023			Change
BCBF Business Sales Revenue		$	16			$	57,622				(57,606	)
Percentage towards Total Revenue			-				26	%
Online Business Revenue, net		$	292,389			$	97,744				194,645
Percentage towards Total Revenue			100	%			44	%
Beauty Products Business Sales Revenue		$	-			$	68,198				(68,198	)
Percentage towards Total Revenue			-				30	%
Total Revenue		$	292,405			$	223,564				68,841
BCBF Business Cost of Sales			(10	)			(33,571	)			33,561
Online Business Cost of Sales			(65,107	)			(5,436	)			(59,671	)
Beauty Products Business Cost of Sales			-				-
Total Cost of Sales		$	(65,117	)		$	(39,007	)			(26,110	)
BCBF Business Gross Profit			6				24,051				(24,045	)
Online Business Gross Profit			227,282				62,762				164,520
Beauty Products Business Gross Profit			-				97,744				(97,744	)
Total Gross Profit		$	227,288			$	184,557				42,731
Gross Profit Margin			78	%			83	%
BCBF Business Gross Profit Margin			38	%			42	%
Online Business Gross Profit Margin			78	%			-
Beauty Products Business Gross Profit Margin			-				92	%

Revenue

For the nine months ended September 30, 2024, the Company generated revenue of $292,405, compared to $223,564 for the same period in 2023. This increase in total revenue is primarily attributed to the growth in the online retailing business, which accounted for $292,389 of all revenue generated.

For the nine months ended September 30, 2024, the BCBF trading business segment, the online retailing business segment and the beauty products trading business segment contributed 0%, 100% and 0% of the total revenue, respectively. For the nine months ended September 30, 2023, the BCBF trading business segment, the online retailing business segment and the beauty products trading business segment contributed 26%, 44% and 30% of the total revenue respectively.

Cost of revenue

The cost of revenue for the nine months ended September 30, 2024 was $65,117, compared to a cost of revenue of $39,007 for the same period in 2023. This increase is primarily attributable to higher sales costs associated with the online business, which aligns with the increased revenue recorded in this segment. The rise in costs was partially offset by reduced costs of sales in the BCBF and beauty products businesses.

Gross profits and margins

For the nine months ended September 30, 2024, the Company recorded a gross profit of $227,288 and a gross margin of 78%, compared to a gross profit of $184,557 and a gross margin of 83% for the same period in 2023. The increase in gross profit is primarily driven by higher revenue from our online retailing business. The slight decrease in gross margin is attributable to a reduction in the beauty products business, which generally yields a higher margin compared to the BCBF trading and online retailing businesses.

Expenses

Selling and distribution expenses for the nine months ended September 30, 2024, were $51,058, compared to $495 for the same period in 2023. This increase in expense is in line with the growth in revenue recorded during the period.

General and administrative expenses for the nine months ended September 30, 2024, were $123,917, compared to $275,520 for the same period in 2023. The adjustment of the Company's business has led to a reduction in general and administrative expenses.

Operating Income/Loss

The Company incurred an operating profit of $52,313 for the nine months ended September 30, 2024, compared to an operating loss of $91,458 for the same period in 2023. The increase in operating profit is attributed to a higher revenue and reduced general and administrative expenses. Substantially all of the operating income during the period are generated by the online retailing business. In addition, breakdown by countries, $36,037 of loss were from customers in the United States, which has been offset by $88,350 of profit generated in China.

Liquidity and Capital Resources

Cash Flow

As of September 30, 2024 and December 31, 2023, the Company had available cash of $1,420 and $95,938, respectively.

The following table summarizes our cash flow during the nine months period ended September 30, 2024 and 2023:

		Nine months ended September 30,
		2024			2023
Net cash (used in) operating activities			(75,911	)			(404,282	)
Net cash (used in) investing activities			-				-
Net cash (used in)/provided by financing activities			(21,905	)			171,308

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Cash Used In Operating Activities

For the nine months ended September 30, 2024, the Company used $75,911 in operating activity as compared to $404,282 used during the nine months ended September 30, 2023. This primarily resulted from the reduced amount used in prepayment, deposits and other receivables, and decrease in deferred revenue, which was offset by a decrease in inventories.

For the nine months ended September 30, 2023, the Company used $404,282 in operating activity, of which primarily consist of net loss, gain on the disposal subsidiary, increase in prepayment, deposits and other receivables, decrease in other payables and accrued liabilities, decrease in deferred revenue and reduction in lease liability contributed by depreciation and amortization, decrease in inventories and increase in receipt in advance.

Cash Used In Investing Activities

For the nine months ended September 30, 2024 and 2023, the Company did not generate nor used any cash in investing activities.

Cash Used in/Provided by Financing Activities

For the nine months ended September 30, 2024, cash used in financing activities amounted to $21,905, due to the Company repaying this amount to the director.

For the nine months ended September 30, 2023, the Company has received cash provided by director amounting to $171,308.

Capital Requirements

We intend to fund our capital requirements through a combination of cash on hand and cash flows generated from our daily operations.

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.

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 CNY5,739 (approximately $817) as of September 30, 2024.

Off-balance Sheet Commitments and Arrangements

As of September 30, 2024, we have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders' equity, or that are not reflected in our consolidated financial statements.

Critical Accounting Policies

We prepare our financial statements in conformity with accounting principles generally accepted by the United States of America ("U.S. GAAP"), which require us to make judgments, estimates, and assumptions that affect our reported amount of assets, liabilities, revenue, costs and expenses, and any related disclosures. Although there were no material changes made to the accounting estimates and assumptions in the past three years, we continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.

We believe that our accounting policies involve a higher degree of judgment and complexity in their application and require us to make significant accounting estimates. Accordingly, the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations are summarized in "Note 3-Summary of Significant Accounting Policies" in the notes to our unaudited condensed consolidated financial statements.

GOING CONCERN UNCERTAINTIES

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company is currently in a net liability position and incurred a net cash used in operating activities of $75,911 for the nine months ended September 30, 2024 resulting in accumulated deficit of $334,376 and a working capital deficit of $169,899.

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.

Recent 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. The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. 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 consolidated financial statements.

Emerging Growth Company and Smaller Reporting Company Status

As an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act), we can take advantage of an extended transition period for complying with new or revised accounting standards. This period allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. We also intend to rely on other exemptions provided by the JOBS Act, including without limitation, not being required to comply with the auditor attestation requirements of Section 404(b) of Sarbanes-Oxley.

We will remain an emerging growth company until the earliest of (i) the end of the fiscal year following the fifth anniversary of the completion of our initial public offering, (ii) the first fiscal year after our annual gross revenues exceed $1.235 billion, (iii) the date on which we have, during the immediately preceding three-year period, issued more than $1.0 billion in non-convertible debt securities or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeds $700 million as of the end of the second quarter of that fiscal year.

We are also a "smaller reporting company," meaning that the market value of our stock held by non-affiliates plus the proposed aggregate amount of gross proceeds to us as a result of this offering is less than $700 million and our annual revenue is less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

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 September 30, 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 September 30, 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.

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 September 30, 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 September 30, 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 2025.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the three months ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

As of the date of this report, SCQC, the Company's wholly owned subsidiary, is involved in a legal dispute with Sichuan Aima Ke'er Biotechnology Group Co. ("Sichuan Aima") regarding a cooperative agreement that was entered by both parties on June 7, 2022. The Chief Executive Officer and Director of the Company, Ms. Wang Min, serves as the legal representative of SCQC. This agreement was intended to support the business expansion of SCQC and outlined mutual obligations for collaboration over a two-year period, set to expire on June 6, 2024.

In January 2023, SCQC transferred a total of RMB1,000,000 (approximately $142,420) to Sichuan Aima as an advance payment for the cooperative arrangement under the agreement. However, negotiations in March 2023 were unproductive, leading both parties to terminate the cooperation. Sichuan Aima provided partial compensation to SCQC by offsetting the outstanding amount with goods of equivalent value at RMB 466,637.20 (approximately $66,458). SCQC is now pursuing the recovery of the remaining balance of RMB533,362.80 (approximately $75,961).

On September 9, 2024, the Sichuan Free Trade Zone People's Court formally accepted SCQC's claim against Sichuan Aima. The case is scheduled to be heard on November 19, 2024. As of the date of this report, the case remains unresolved, and no settlement has been reached.

While this dispute is not anticipated to have material adverse impacts on the Company's financial condition or operations, the Company continues to closely monitor its progress. Aside from the above, the Company is not involved in, nor aware of, any unresolved legal proceedings, investigations, or claims that, in management's opinion, would have a material adverse effect on its business, financial condition, or results of operations.

Item 1A. Risk Factors.

Not applicable.

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.

During the fiscal quarter ended September 30, 2024, none of our officers or directors (as defined in Rule 16a-1(f) under the Exchange Act) adoptedor terminateda "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

ITEM 6. Exhibits.

The information called for by this Item is incorporated herein by reference from the Exhibit Index included in this Quarterly Report on Form 10-Q.

Exhibit Number		Description
3.1		Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant's registration statement on Form S-1 (Commission File No. 333-252500) filed on June 3, 2021).
3.2		By-laws (incorporated by reference to Exhibit 3.2 to the Registrant's registration statement on Form S-1 (Commission File No. 333-252500) filed on June 3, 2021).
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		Includes the following financial and related information from YCQH Agricultural Technology Co. Ltd's Quarterly Report on Form 10-Q as of and for the quarter ended September 30, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL): (1) the Consolidated Balance Sheets, (2) the Consolidated Statements of Income, (3) the Consolidated Statements of Comprehensive Income, (4) the Consolidated Statements of Changes in Stockholders' Equity, (5) the Consolidated Statements of Cash Flows, and (6) Notes to Consolidated Financial Statements.
104		The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL.

* These exhibits are filed or furnished with this Quarterly Report on Form 10-Q.

SIGNATURES

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

	YCQH Agricultural Technology Co. Ltd (Registrant)
Date: November 18, 2024	By:	/s/ Wang Min
	Name:	Wang Min
	Title:	Chief Executive Officer, President, Secretary, Treasurer, and Director (signing on behalf of the Registrant and as a Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer of the Registrant)