UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Quarterly Period Ended
or
For the transition period from ______ to ______
Commission
File Number
(Exact name of registrant issuer as specified in its charter)
| (State
or other jurisdiction of incorporation or organization) |
(IRS
Employer Identification Number) |
| (Address of Principal Executive Offices) | (Zip Code) |
No. 188 and No. 5, East Beizhan Road
Shapingba District, Chongqing, China 404100
(Address of principal executive offices, including zip code)
(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.
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).
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 ☐ | 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 August 15, 2025, there were shares of common stock, par value $ per share, outstanding.
TABLE OF CONTENTS
| 2 |
PART I — FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INTELLIGENT HOTEL GROUP LTD
(FORMALLY KNOWN AS YCQH AGRICULTURAL TECHNOLOGY CO. LTD)
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2025 AND DECEMBER 31, 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
As of | As of December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets | $ | $ | ||||||
| Cash and cash equivalents | ||||||||
| Prepayment, deposits and other receivables | ||||||||
| Current assets of discontinued operations | ||||||||
| Total current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Accrued Liabilities | $ | $ | ||||||
| Amount due to related party | ||||||||
| Current liabilities of discontinued operations | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Preferred stock, $ par value; shares authorized; issued and outstanding | ||||||||
| Common stock, $ par value; shares authorized; and shares of common stock issued and outstanding as of March 31, 2025 and December 31, 2024, respectively | $ | $ | ||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | $ | ( | ) | $ | ( | ) | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| F-1 |
INTELLIGENT HOTEL GROUP LTD
(FORMALLY KNOWN AS YCQH AGRICULTURAL TECHNOLOGY CO. LTD)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| For the Three months ended June 30, | For the Six months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| COST OF REVENUE | ||||||||||||||||
| GROSS PROFIT | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Selling and distribution | ||||||||||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Operating income/(loss) from continuing operation before income tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Income/(loss) from continuing operation before income tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| INCOME TAX EXPENSES | ||||||||||||||||
| Net income/(loss) from continuing operation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income (Loss) from Discontinued Operations before Income Taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for (benefit from) income tax | ( | ) | ( | ) | ||||||||||||
| Loss on Disposal | ( | ) | ( | ) | ||||||||||||
| Income / (loss) for discontinued operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Net income / (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Other comprehensive income: | ||||||||||||||||
| - Foreign currency translation income | ( | ) | ( | ) | ( | ) | ||||||||||
| Total other comprehensive income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||
| TOTAL COMPREHENSIVE INCOME (LOSS) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| NET LOSS PER SHARE, BASIC AND DILUTED | ||||||||||||||||
| Continuing operations | $ | $ | $ | $ | ||||||||||||
| Discontinued operations | $ | $ | $ | $ | ||||||||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | ||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| F-2 |
INTELLIGENT HOTEL GROUP LTD
(FORMALLY KNOWN AS YCQH AGRICULTURAL TECHNOLOGY CO. LTD)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| 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 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Net income (loss) for the period | - | |||||||||||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of March 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Net income (loss) for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| COMMON STOCK | ADDITIONAL | ACCUMULATED OTHER | TOTAL | |||||||||||||||||||||
| NUMBER OF SHARES | AMOUNT | PAID-IN CAPITAL | ACCUMULATED DEFICIT | COMPREHENSIVE INCOME | EQUITY/ (DEFICIT) | |||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Net income (loss) for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||
| Loans forgive-ness by related party | - | |||||||||||||||||||||||
| Net income (loss) for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | ) | ( | ) | |||||||||||||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| F-3 |
INTELLIGENT HOTEL GROUP LTD
(FORMALLY KNOWN AS YCQH AGRICULTURAL TECHNOLOGY CO. LTD)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| For the Six Months Ended | ||||||||
| June 30, 2025 | June 30, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income/(loss) | $ | ( | ) | $ | ||||
| Less: Net income/(loss) from discontinued operations | ( | ) | ||||||
| Net income/(loss) from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile net profit to net cash used in operating activities: | - | - | ||||||
| Prepayment, deposits and other receivables | ( | ) | ||||||
| Accrued liabilities | ( | ) | ||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| Net cash (used in) / provided by operating activities - discontinued operations | $ | ( | ) | $ | ( | ) | ||
Total net cash from operating activities | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Amount due to related party | $ | $ | ||||||
| Net cash used in investing activities | $ | $ | ||||||
| Net cash provided by investing activities - discontinued operations | $ | ( | ) | $ | ||||
Total net cash from investing activities | $ | ( | ) | $ | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from related parties | $ | $ | ||||||
| Net cash (used in) provided by financing activities | $ | $ | ||||||
| Net cash provided by investing activities - discontinued operations | $ | ( | ) | $ | ( | ) | ||
| Total net cash from financing activities | $ | | $ | ( | ) | |||
| Effect of exchange rate changes on cash and cash equivalents | $ | $ | ( | ) | ||||
| Net (decrease)/increase in cash and cash equivalents | $ | ( | ) | $ | ( | ) | ||
| Cash and cash equivalents, beginning of period | $ | $ | ||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest paid | $ | $ | ||||||
| Non-cash Transactions | ||||||||
Loans forgiveness by related party loans | $ | $ | ||||||
| Loss on disposal | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
| F-4 |
INTELLIGENT HOTEL GROUP LTD
(FORMALLY KNOWN AS YCQH AGRICULTURAL TECHNOLOGY CO. LTD)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
1. ORGANIZATION AND BUSINESS BACKGROUND
Intelligent Hotel Group Ltd, formerly known as YCQH Agricultural Technology Co., Ltd, was incorporated under the laws of the State of Nevada on October 15, 2019. On May 6, 2025, the Company filed a Certificate of Amendment with the Nevada Secretary of State to change its name to Intelligent Hotel Group Ltd (the “Name Change”), which was previously approved by the Board of Directors on April 15, 2025. To reflect the Name Change, the Board approved a corresponding amendment to the Company’s bylaws on May 7, 2025.
The Company originally operated in the bio-carbon-based fertilizer (“BCBF”) trading business, sourcing products directly from producers in China and selling them to customers primarily located in the People’s Republic of China. The Company did not own or operate any production facilities or manufacturing equipment for BCBF products. On July 25, 2022, the Company ventured into online retailing business through e-commerce platforms, retailing a series of daily use products from healthcare products, cosmetic products, fashion products, household products and so forth. On April 19, 2023, the Company ventured into beauty products trading business which includes retail sales to customers mainly based in People Republic of China, sourcing directly from producers in China. As of the date of this report, the Company has ceased all operations related to the BCBF, online retailing business, and beauty products trading business. In light of this transition, the Company is actively evaluating potential acquisition targets and strategic business opportunities in order to identify a new direction that aligns with its long-term growth objectives.
On December 16, 2019, the Company acquired YCQH Holding Limited, a company incorporated in Republic of Seychelles. On 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
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
On September 25, 2023, the Company, through subsidiary YCWB Agricultural Technology Co. Limited, disposed XMYC Trading Co. Limited, for a consideration of CNY (approximately $). After the disposal of XMYC, the Company continued to operate the beauty products trading business through YCWB until its disposal in April 2025.
| F-5 |
On April 17, 2025, YCWB entered into a definitive equity transfer agreement (the “Disposal Agreement”) with Chenjiang Zhang, an independent third party, pursuant to which YCWB agreed to sell all of its equity interest in SCQC. The Board of Directors of the Company reviewed and approved the Disposal Agreement and the proposed transaction on April 17, 2025. On April 28, 2025, the Company completed the disposition of SCQC. SCQC was previously engaged in business segments that the Company has determined are no longer consistent with its long-term development strategy. The decision to dispose of SCQC was made as part of the Company’s strategic plan to streamline operations and focus on core business activities.
Below is a list of subsidiaries as of the date of this report:
| 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 BCBF trading business, online business through e-commerce platforms, and beauty products trading business |
On
November 30, 2024, the Company entered into a Securities Transfer Agreement (the “Agreement”) with Ms. Wang Min (the “Seller”),
the largest shareholder of the Company, and Ms. Yin Yixuan (the “Buyer”). Pursuant to the terms of the Agreement, the Seller
agreed to sell, and the Buyer agreed to purchase, an aggregate of shares of common stock (the “Shares”) for a
total purchase price of $
On November 25, 2024, Ms. Wang notified the Board of her decision to resign, and the Board accepted her resignation.On November 30, 2024, Ms. Wang Min resigned from all positions at the Company, including her roles as a director on the Board of Directors and as the Chief Executive Officer. Ms. Yin Yixuan was appointed as a director and as Chief Executive Officer of the Company and therefore assumed control of the Company’s management and governance as Director and CEO pursuant to the Board resolutions adopted in November 2024.
The Company’s executive office is located at No. 188 and No. 5, East Beizhan Road, Shapingba District, Chongqing, China 404100.
2. BASIS OF PRESENTATION
The accompanying 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 in consolidation. The Company has adopted December 31 as its fiscal year end.
Unaudited Interim Financial Information
Certain information and footnote disclosures normally included in the Company’s annual audited financial statements and accompanying notes have been condensed or omitted in this accompanying interim consolidated financial statements and footnotes. Accordingly, the accompanying interim condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
In the opinion of management, these unaudited interim condensed consolidated financial statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein. The results of the interim periods are not necessarily indicative of the results expected for the full fiscal year or any other interim period or any future year or period.
| F-6 |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
The preparation of the 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.
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.
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.
| F-7 |
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 six months ended | As
of and for the six months ended | |||||||
| June 30, 2025 | June 30, 2024 | |||||||
| Period-end HK$ : US$1 exchange rate | ||||||||
| Period-end CNY¥ : US$1 exchange rate | ||||||||
| Period-average HK$ : US$1 exchange rate | ||||||||
| Period-average CNY¥: US$1 exchange rate | ||||||||
| The exchange rate of disposal SCQC on April 28, 2025 | ||||||||
| The average exchange rate for the disposal of SCQC as of April 28, 2025 | ||||||||
| F-8 |
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 December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Under this ASU, public entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). This ASU’s amendments are effective for all entities that are subject to Topic 740, Income Taxes, for annual periods beginning after December 15, 2024, with early adoption permitted. The adoption did not have a material effect on its financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). This update requires entities to include more detailed information about the types of expenses, including purchases of inventory, employee compensation, depreciation, amortization, and depletion, in commonly presented expense captions such as cost of sales, research and development, and selling, general and administrative expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The Company does not expect the impact of the adoption of the guidance to be material on its 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-9 |
4. Restatements of Previously-Issued Consolidated Financial Statements
During the preparation of its 2024 Annual Report on Form 10-K, the Company determined that it had not appropriately accounted for certain historical transactions under US GAAP. In accordance with Staff Accounting Bulletin (“SAB”) 99, Materiality, and SAB 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements, the Company evaluated the materiality of the errors from qualitative and quantitative perspectives, individually and in aggregate, and concluded that the errors were material to the Consolidated Statements of Operations for the quarters ending March 31, 2024, June 30, 2024, and September 30, 2024.
Based on this evaluation, management concluded that the Company’s previously issued consolidated financial statements for the aforementioned periods would need to be restated and could no longer be relied upon. The Company has restated the impacted financial statements for each of these periods and presented the effects of the restatement adjustments in its 2024 Annual Report on Form 10-K, filed on July 17, 2025.
5. GOING CONCERN UNCERTAINTIES
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations and incurred a net loss of $
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. If the Company unable to improve profitability, 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.
6. RELATED PARTY TRANSACTIONS
| As of June 30, 2025 | As of December 31, 2024 | |||||||
| Amount due to related party, Ms. Wang Min | $ | $ | ||||||
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, uses part of the office space free of charge.
7. SHAREHOLDERS’ EQUITY
As of June 30, 2025 and December 31, 2024, the Company has shares and shares of common stock issued and outstanding, respectively.
During the six months ended June 30, 2025, the Company has not issued any shares.
The Company has shares of common stock and shares of preference stock authorized, share of preference stock issued and outstanding.
| F-10 |
8. INCOME TAXES
The
Company being a United States entity is subject to the United States federal income tax at
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
YCWB
Agricultural Technology Co. Limited and SCQC Agriculture Co. Limited were incorporated in the PRC and subject to the company income tax
rate of
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 Six Months Ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| Computed expected expenses/(benefits) | % | % | ||||||
| Effect of foreign tax rate difference | - | % | % | |||||
| Deferred tax assets not recognized | - | % | % | |||||
| Temporary difference not recognized | ( | )% | ||||||
| Income tax expense | % | |||||||
| For the Six Months Ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| PRC statutory tax rate | % | % | ||||||
| Computed expected expenses/(benefits) | $ | ( | ) | $ | ||||
| Effect of foreign tax rate difference | $ | ( | ) | $ | ||||
| Deferred tax assets not recognized | $ | $ | ||||||
| Temporary difference not recognized | $ | $ | ( | ) | ||||
| Income tax expense | $ | $ | ||||||
The following table sets forth the significant components of the aggregate deferred tax assets of the Company:
As of June 30, 2025 | As of December 31, 2024 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry forwards | ||||||||
| - United States of America | $ | $ | ||||||
| - Hong Kong | $ | $ | ||||||
| - People Republic China | $ | $ | ||||||
| Less: valuation allowance | $ | ( | ) | $ | ( | ) | ||
| 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 $
| F-11 |
9. Discontinued Operations
On April 28, 2025, the Company, through its subsidiary YCWB Agricultural Technology Co., Limited, disposed of SCQC Agricultural Co., Limited by transferring its 100% equity interests in SCQC to Mr. Zhang Chenjiang for no consideration.
Pursuant to the sale agreement, in addition to acquiring all equity interests of SCQC, Zhang Chenjiang assumed all debts, obligations, and liabilities of SCQC and acquire all rights to its assets.
As a result of the disposal, SCQC ceased to be a subsidiary of the Company. The operating results of SCQC are presented as part of income (loss) from discontinued operations in the Consolidated Statements of Operations for all periods presented. The related assets and liabilities prior to the disposal are classified as discontinued operations in the Consolidated Balance Sheets.
| Cash and cash equivalents | $ | |||
| Inventories | ||||
| Prepayment, deposits and other receivables | ||||
| Other payables | ( | ) | ||
| Net Assets of SCQC | ||||
| Foreign currency translation income | ||||
| Book amount of long-term equity investment | $ | |||
| Fair value of consideration | $ | |||
| Loss on disposition | $ | ( | ) |
The following table details the components of income (loss) from discontinued operations:
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| COST OF REVENUE | ( | ) | ( | ) | ||||||||||||
| GROSS PROFIT | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Selling and distribution | ( | ) | ||||||||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| INCOME/(LOSS) FROM OPERATION BEFORE INCOME TAX | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income | ||||||||||||||||
| Interest income | ||||||||||||||||
| INCOME/(LOSS) BEFORE INCOME TAX | ( | ) | ( | ) | ( | ) | ||||||||||
| INCOME TAX EXPENSES | ( | ) | ( | ) | ||||||||||||
| NET INCOME/(LOSS) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
The following table presents the major classes of assets and liabilities of discontinued operations of SCQC reported in the consolidated balance sheets:
| As
of June 30, 2025 | As
of December 31, 2024 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Inventories | ||||||||
| Prepayment, deposits and other receivables | ||||||||
| Total current assets of discontinued operations | $ | $ | ||||||
| Other payables and accrued liabilities | $ | $ | ||||||
| Deferred revenue | ||||||||
| Amount due to related party | ||||||||
| Total current liabilities of discontinued operations | $ | $ | ||||||
| F-12 |
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, 2024 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 July 17, 2025.
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
Intelligent Hotel Group Ltd, formerly known as YCQH Agricultural Technology Co., Ltd, was incorporated under the laws of the State of Nevada on October 15, 2019. On May 6, 2025, the Company filed a Certificate of Amendment with the Nevada Secretary of State to change its name to Intelligent Hotel Group Ltd (the “Name Change”), which was previously approved by the Board of Directors on April 15, 2025. To reflect the Name Change, the Board approved a corresponding amendment to the Company’s bylaws on May 7, 2025.
The Company originally operated in the bio-carbon-based fertilizer (“BCBF”) trading business, sourcing products directly from producers in China and selling them to customers primarily located in the People’s Republic of China. The Company did not own or operate any production facilities or manufacturing equipment for BCBF products. On July 25, 2022, the Company ventured 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. On April 19, 2023, the Company ventured into beauty products trading business which includes retail sale to customer mainly based in People Republic of China, sourcing directly from producers in China.
As of the date of this report, the Company has ceased all operations related to the BCBF, online retailing business, and beauty products trading business. In light of this transition, the Company is actively evaluating potential acquisition targets and strategic business opportunities in order to identify a new direction that aligns with its long-term growth objectives. The Company’s current strategy is to reposition itself by identifying and acquiring or partnering with a target business that offers sustainable value and future expansion potential.
| 3 |
Results of operations
The following table summarizes our consolidated results of operations and percentages of certain items in relation to our operations for the three and six months ended June 30, 2025 and the respective periods in 2024. The operating results in any historical period are not necessarily indicative of the results that may be expected for any future period.
| For the Three months ended June 30, | For the Six months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | - | ||||||||
| Cost of Revenue | - | - | - | - | ||||||||||||
| Gross Profit | - | - | - | - | ||||||||||||
| Operating Expenses | ||||||||||||||||
| Selling and distribution | - | - | - | - | ||||||||||||
| General and administrative | (76,088 | ) | (4,564 | ) | (76,421 | ) | (23,336 | ) | ||||||||
| Operating income/(loss) before income tax | (76,088 | ) | (4,564 | ) | (76,421 | ) | (23,336 | ) | ||||||||
| Income/(loss) from continuing operation before income tax | (76,088 | ) | (4,562 | ) | (76,421 | ) | (23,332 | ) | ||||||||
| Income Tax Expenses | - | - | - | - | ||||||||||||
| Net income/(loss) from continuing operation | (76,088 | ) | (4,562 | ) | (76,421 | ) | (23,332 | ) | ||||||||
| Income (Loss) from Discontinued Operations before Income Taxes | (6,763 | ) | (23,428 | ) | (13,364 | ) | 102,330 | |||||||||
| Net income/(loss) from continuing operation | (76,088 | ) | (4,562 | ) | (76,421 | ) | (23,332 | ) | ||||||||
| Net income / (loss) | $ | (151,890 | ) | $ | (36,144 | ) | $ | (158,824 | ) | $ | 70,844 | |||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 101,400,000 | 101,400,000 | 101,400,000 | 101,400,000 | ||||||||||||
Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024
Revenue
For the three months ended June 30, 2025, the Company did not generate any revenue, primarily due to the termination of its three business lines and the absence of new revenue-generating operations. As a holding company, the Company conducts its substantive business activities through its subsidiaries. Following the disposal of SCQC in April 2025, SCQC is no longer consolidated into the Company’s financial statements, resulting in no revenue being recorded for the same period in 2024.
Cost of Revenue
For the three months ended June 30, 2025, the Company did not incur any cost of revenue, as the Company has ceased all previous operating business lines.
Gross Profit
Accordingly, the Company reported no gross profit or gross loss for the period, in line with the zero revenue and zero cost of revenue.
General and administrative expenses
For the three months ended June 30, 2025, general and administrative expenses (“G&A expenses”) totaled $76,088, a significant increase from $4,564 in the prior-year period. The majority of these expenses related to professional services, particularly audit and advisory fees.
| 4 |
Operating Income (Loss)
For the three months ended June 30, 2025, the Company reported an operating loss of $76,088, compared to an operating loss of $4,564 in the prior-year period. For the three months ended June 30, 2025 and 2024, losses recorded from continuing operations were $76,088 and $4,562, respectively. Losses from discontinued operations were $6,763 and $23,428, respectively. The increased net loss from continuing operations in 2025 was primarily attributed to the increased G&A expenses.
Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Revenue
For the six months ended June 30, 2025, the Company did not generate any revenue, primarily due to the termination of its three business lines and the absence of new revenue-generating operations. As the Company disposed SCQC in April 2025, it is no longer consolidated into the Company’s financial statements, resulting in no revenue being recorded for the same period in 2024.
Cost of Revenue
For the six months ended June 30, 2025, the Company did not incur any cost of revenue, as the Company has ceased all previous operating business lines.
Gross Profit
The Company reported no gross profit or gross loss for the period, in line with the zero revenue and zero cost of revenue.
General and administrative expenses
For the six month period ended June 30, 2025, G&A expenses rose to $76,421 compared to $23,336 in the corresponding 2024 period, with professional service costs remaining the primary expenditure component.
Operating Income (Loss)
For the six months ended June 30, 2025, the Company’s operating loss increased to $76,421 from $23,332 in the corresponding period of 2024, primarily attributed to the increased in G&A expenses.
Liquidity and Capital Resources
As of June 30, 2025 and December 31, 2024, the Company had available cash of $682 and $737, respectively.
The decrease in cash was primarily attributable to the cessation of our online retail business, which previously served as the primary source of operating revenue and cash inflows. During the three months ended June 30, 2025, the Company did not generate any revenue and relied on limited internal cash reserves to fund ongoing administrative expenses, resulting in a net cash outflow for the period.
As a holding company, we currently do not engage in material revenue-generating activities at the parent company level. Our historical liquidity was primarily supported by proceeds from sales in our online retail business conducted through subsidiaries. With the discontinuation of those operations, we no longer expect to receive material cash inflows from such activities unless and until we identify and execute a new operating strategy or revenue source.
The Company has not established credit facilities, and we have not participated in supply chain financing, factoring arrangements, or similar instruments. Our cash needs have been modest and primarily limited to administrative expenses, including professional services, audit fees, and minimal personnel-related costs.
As of June 30, 2025, the Company had no material accounts receivable, inventory, or outstanding debt obligations. We continue to assess our working capital position and cash needs on a regular basis.
Absent the development of new revenue-generating operations or additional financing, the Company may need to seek external funding through equity issuances, loans from affiliates, or other capital raising activities in the near term to support ongoing operations.
Our ability to continue as a going concern is dependent on our ability to secure adequate financing or otherwise develop a sustainable business model. We are currently exploring strategic alternatives, including potential acquisitions, business combinations, or new commercial ventures.
| 5 |
The following table summarizes our cash flow from continuing operations during the six months period ended June 30, 2025 and 2024.
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash provided by (used in) operating activities | (35,621 | ) | (46,262 | ) | ||||
| Net cash used in investing activities | (36 | ) | - | |||||
| Net cash provided by (used in) financing activities | 35,570 | 34,813 | ||||||
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Cash Used In Operating Activities
For the six months ended June 30, 2025, the Company used $35,621 from operating activities. This operating cash outflow was primarily due to the payment of audit and professional consulting fees.
For the six months ended June 30, 2024, the Company used $46,262 in operating activities. This operating cash outflow was primarily due to the payment of audit and professional consulting fees.
Cash Used In Investing Activities
For the six months ended June 30, 2025, the Company used $36 in investing activities, net cash outflow from disposal of terminated subsidiaries.
For the six months ended June 30, 2024, the Company did not generate or use any cash in investing activities.
Cash Used in/Provided by Financing Activities
For the six months ended June 30, 2025, net cash provided by financing activities amounted to $35,570, primarily consisting of loans received from a related party.
For the six months ended June 30, 2024, net cash provided by financing activities amounted to $34,813, primarily consisting of loans received from a related party.
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 Chinese Yuan, or 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.
| 6 |
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.
Off-balance Sheet Commitments and Arrangements
As of June 30 2025, 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 net cash used in operating activities was $35,621 for the six months ended June 30, 2025, resulting in accumulated deficit of $598,097 and a working capital deficit of $40,106.
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.
| 7 |
Recent accounting pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Under this ASU, public entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). This ASU’s amendments are effective for all entities that are subject to Topic 740, Income Taxes, for annual periods beginning after December 15, 2024, with early adoption permitted. The adoption of the guidance has not had a material impact on the Company’s financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). This update requires entities to include more detailed information about the types of expenses, including purchases of inventory, employee compensation, depreciation, amortization, and depletion, in commonly presented expense captions such as cost of sales, research and development, and selling, general and administrative expenses. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The Company does not expect the impact of the adoption of the guidance to be material on its financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which focuses on improving reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. A public entity shall disclose for each reportable segment the significant expense categories and amounts that are regularly provided to the CODM and included in reported segment profit or loss. ASU 2023- 07 also requires public entities to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Entities are permitted to disclose more than one measure of a segment’s profit or loss if such measures are used by the CODM to allocate resources and assess performance, as long as at least one of those measures is determined in a way that is most consistent with the measurement principles used to measure the corresponding amounts in the consolidated financial statements. ASU 2023-07 is applied retrospectively to all periods presented in financial statements, unless it is impracticable. The Company adopted this standard in 2024 for annual period disclosures.
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.
| 8 |
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 June 30, 2025. 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 sufficient skillful and experienced accounting personnel to adequately prepare and review its consolidated financial statements and disclosures to fulfill the reporting requirements; (ii) 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; (iii) inadequate segregation of duties and effective risk assessment; (iv) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; (v) lack of internal audit function due to the fact that the Company lacks qualified resources to; and (vi) 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 June 30, 2025.
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. |
| 9 |
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 June 30, 2025. 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 June 30, 2025, 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 2024, we engaged Shenzhen Pengcheng Financial Consulting Co., Ltd as an external consultant to assist with the identification and address of complex and proper accounting issues.
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 six months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 10 |
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be subject to legal proceedings, investigations and claims incidental to the conduct of our business. We are currently not a party to, nor are we aware of, any legal proceedings, investigations or claims which, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition or results of operations.
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During
the fiscal quarter ended June 30, 2025, none of our officers or directors (as defined in Rule 16a-1(f) under the Exchange Act)
| 11 |
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 | Certificate of Amendment (incorporated by reference to Exhibit 3.1 to the Registrant’s current report on Form 8-K (Commission File No. 333-252500) filed on May 8, 2025) | |
| 3.3 | By-laws (incorporated by reference to Exhibit 3.2 to the Registrant’s current report on Form 8-K (Commission File No. 333-252500) filed on May 8, 2025). | |
| 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 Intelligent Hotel Group Ltd’s Quarterly Report on Form 10-Q as of and for the quarter ended June 30, 2025, 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.
| 12 |
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.
Intelligent Hotel Group Ltd (Registrant) | ||
| Date: August 19, 2025 | By: | /s/ Yixuan Yin |
| Name: | Yixuan Yin | |
| 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) | |
| 13 |