Business Development

Guozi Zhongyu Capital Holdings Company (The "Company" or "GZCC") formerly known as Melt Inc., was organized on July 18, 2003, under the laws of the State of Nevada. The Company operates as a holding company for operating subsidiaries.

Melt (California), Inc. is a wholly owned subsidiary (hereinafter referred to as Melt (CA)) of Melt Inc. and was organized on August 6, 2003, under the laws of the State of California. Melt (CA) was in the business of owning and operating corporate owned stores of which none were in existence during the year ended December 31, 2009, managing the construction process for both corporate and franchisee owned stores, securing retail space for either corporate or franchise stores to operate from, as well as the sale and distribution of product to franchise owned stores until October 2007. Melt (CA) ceased managing the construction of stores during September 2007. All assets, liabilities and operating results related to store construction and retail leases are therefore included in discontinued operations as of December 31, 2009 and 2008.

Melt Franchising LLC (hereinafter referred to as Melt (FA)) a wholly owned subsidiary was organized on February 2, 2005 under the laws of the State of Nevada. Melt (FA) is responsible for selling franchises to allow franchisees to own and operate stores trading under the name of Melt - gelato italiano, Melt - café & gelato bar and Melt - gelato & crepe café as well as the sale and distribution of product to franchisees, marketing and the collection of royalties. Melt (FA) sold forty-nine franchises of which nineteen were operating, seventeen agreements were terminated by the Company as a result of the franchisee's not securing retail space or other reasons, and thirteen closed their operations. Melt discontinued operations in 2010.

On June 27, 2018, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for Melt Inc., proper notice having been given to the officers and directors of Melt, Inc. There was no opposition.

On June 28, 2018, the Company filed a certificate of revival with the state of Nevada, appointing David Lazar as, President, Secretary, Treasurer and Director.

On July 3, 2018, the Company obtained a promissory note in amount of $68,305 from its custodian, Custodian Ventures, LLC, the managing member being David Lazar. The note bears an interest of 3% and matures in 180 days from the date of issuance.

On July 3, 2018, the Company issued 78,000,000 shares of common stock, with par value $0.001 for par value in cash and a promissory note issued on that same day for $68,305, to Custodian Ventures, LLC. In addition, David Lazar thereafter, published all of the missing filings with OTC Markets for the Company, so that it became current with Pink Sheets information. There was no party that requested such services. Prior to July 3, 2018, neither Custodian Ventures, LLC, nor David Lazar, held any shares of capital stock in the Company

On July 11, 2018, the Company terminated its registration with the Securities and Exchange Commission.

On August 13, 2018, the Company filed a Form 10-12G, which went effective on October 12, 2018.

On February 27, 2019, Custodian Ventures LLC (the "Seller") entered into a Stock Purchase Agreement (the "Agreement") with Zhicheng RAO (the "Buyer" or "Purchaser"). Pursuant to the Agreement, the Seller sold to the Buyer, and the Buyer agreed to purchase from the Seller, 2,185,710,000 shares of common stock, par value $0.00001 per share (the "Common Stock") of Melt, Inc. (the "Company"), constituting approximately 99% of the issued and outstanding Common Stock, for an aggregate purchase price of $325,000. The closing of the transactions (the "Closing") contemplated by the Agreement occurred and consummated on March 7, 2019. The foregoing description of the Agreement does not purport to describe all of the terms and provisions thereof and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.









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The Company filed a Certificate of Amendment on April 15, 2019 with Nevada Secretary of State to (i) change the Company name from Melt Inc. to Guozi Zhongyu Capital Holdings Company; and (ii) to effectuate a reverse stock split of the Company's authorized, issued and outstanding shares of Common Stock, at a ratio of 10-for-1.

The Company's current business objective is to seek a business combination with an operating company. We intend to use the Company's limited personnel and financial resources in connection with such activities. The Company will utilize its capital stock, debt or a combination of capital stock and debt, in effecting a business combination. It may be expected that entering into a business combination will involve the issuance of restricted shares of capital stock. The issuance of additional shares of our capital stock:





  · may significantly reduce the equity interest of our stockholders;




    ·   will likely cause a change in control if a substantial number of our
        shares of capital stock are issued, and most likely will also result in
        the resignation or removal of our present officer and director; and




  · may adversely affect the prevailing market price for our common stock.

Similarly, if we issued debt securities, it could result in:





    ·   default and foreclosure on our assets if our operating revenues after a
        business combination were insufficient to pay our debt obligations;




    ·   acceleration of our obligations to repay the indebtedness even if we have
        made all principal and interest payments when due if the debt security
        contained covenants that required the maintenance of certain financial
        ratios or reserves and any such covenants were breached without a waiver
        or renegotiations of such covenants;




    ·   our immediate payment of all principal and accrued interest, if any, if
        the debt security was payable on demand; and




    ·   our inability to obtain additional financing, if necessary, if the debt
        security contained covenants restricting our ability to obtain additional
        financing while such security was outstanding.

GZCC has administrative offices located at 18818 Teller Avenue. Suite 115, Irvine, CA 92612. It is provided by related party- Custodian Ventures LLC. with no charge.

GZCC's fiscal year end is December 31.

Critical accounting policies and estimates

Our condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates and judgments, our commitments to strategic alliance partners and the timing of the achievement of collaboration milestones. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent assets and liabilities. These estimates and judgments are also based on historical experience and other factors that are believed to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.









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Going Concern

The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. These conditions raise substantial doubt as to our ability to continue as a going concern.





Results of Operations

For the three months ended March 31, 2020 Compared to the three months ended March 31, 2019





Revenue

For the three months ended March 31, 2020 and March 31, 2019, the Company generated $0 in revenues.





Expenses

For the three months ended March 31, 2020 and 2019, we incurred operating expenses of $3,750 and $16,454 respectively for a decrease of $12,704 or 77.21% from the same period of prior year. The major expenses for the three-month period ended March 31, 2020 were Transfer agent fees of $750 and accounting fees of $3,000; the major expenses for the three-month period ended March 31, 2019 were legal, audit, registration and transfer agent fees. The decrease of $12,704 was mainly due to the decrease of $1,500 of audit and accounting fees, $10,750 of legal fees and transfer agent fees of $454.





Other Income (expense)

Other income consists of interest income. Other income for the three months ended March 31, 2020 and 2019 were $0 and $837.

Other income for the three months ended March 31, 2019 was $837; $837 was the interest on the promissory note from related party - Custodian Ventures, LLC.





Net Loss

For the three months ended March 31, 2020 and 2019, we incurred a net loss of $3,750 and $15,617 respectively. The decrease is mainly due to a decrease of $1,500 in audit fees, a decrease of $10,750 in legal fees and a decrease of $454 in transfer agent fees at the same time.

Liquidity and Capital Resources

As of March 31, 2020, the Company has no business operations and no cash resources other than that provided by Management. We are dependent upon interim funding provided by Management or an affiliated party to pay professional fees and expenses. Our Management and an affiliated party have agreed to provide funding as may be required to pay for accounting fees and other administrative expenses of the Company until the Company enters into a business combination. The Company would be unable to continue as a going concern without interim financing provided by Management. As of March 31, 2020, we had $0 in cash. As of December 31, 2019, we had $0 in cash.









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If we require additional financing, we cannot predict whether equity or debt financing will become available at terms acceptable to us, if at all. The Company depends upon services provided by Management and an affiliated party to fulfill its filing obligations under the Exchange Act. At present, the Company has no financial resources to pay for such services.

The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations, maintaining the filing of Exchange Act reports, the investigation, analyzing, and consummation of an acquisition for an unlimited period of time will be paid from additional money contributed by Zhichen Rao, our Co-Chairman of the Board, or an affiliated party.

During the next 12 months we anticipate incurring costs related to:





  1. filing of Exchange Act reports.




  2. franchise fees, registered agent fees, legal fees and accounting fees, and




       3.     investigating, analyzing and consummating an acquisition or business
              combination.

We estimate that these costs will be in the range of five to six thousand dollars per year, and that we will be able to meet these costs as necessary, to be advanced/loaned to us by Management and/or an affiliated party.

On March 31, 2020 and December 31, 2019, we have had $3,000 in current assets and $6,000 in current assets, respectively. As of March 31, 2020, we had $3,000 in liabilities and stockholders' deficit. As of December 31, 2019, we had $6,000 in liabilities and stockholders' deficit.

We had $0 cash flow from operations during the three months ended March 31, 2020 compared to $11,750 used in operating activities for the three months ended March 31, 2019. The decrease was due to the decrease of $11,750 paid for legal fees. We financed our cash flow from operations during the three months ended March 31, 2020 and 2019 through advances made by related parties.

The Company currently plans to satisfy its cash requirements for the next 12 months through borrowings from its CEO or companies affiliated with its CEO and believes it can satisfy its cash requirements so long as it is able to obtain financing from these affiliated parties. The Company expects that money borrowed will be used during the next 12 months to satisfy the Company's operating costs, professional fees and for general corporate purposes. There is no written funding agreement between the Company and its CEO.

The Company has only limited capital. Additional financing is necessary for the Company to continue as a going concern. Our independent auditors have provided an unqualified audit opinion for the years ended December 31, 2019 and 2018 with an explanatory paragraph on going concern.

Off-Balance Sheet Arrangements

As of March 31, 2020 and 2019, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.









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Contractual Obligations and Commitments

As of March 31, 2020 and 2019, we did not have any contractual obligations.





Critical Accounting Policies

Our significant accounting policies are described in the notes to our financial statements for the three months ended March 31, 2020 and 2019, and are included elsewhere in this registration statement.

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