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1、S-1/A 1 forms-1a.htm As filed with the Securities and Exchange Commission on January 10,2025.Registration No.333-282941 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549 AMENDMENT NO.2TOFORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Alpha One Inc.(Exact name of regis

2、trant as specified in its charter)Wyoming 4899 27-1310226(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)No.203,F2.62A,2F,Tianzhan BuildingNo.4 Tanran 5th Road,Tianan CommunityShatou Street,Futia

3、n District,Shenzhen,Guangdong ProvincePeoples Republic of China 518000+86 755 82794624(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)Cyndy Jackson1507 Lampman CtCheyenne,WY 82007(Name,address,including zip code,and telephone number,inc

4、luding area code,of agent for service)Copies of all communications to:Rockville Law Group,LLCLi Weng,Esq.3635 Old Court Road,#208,Baltimore MD 21208Telephone:US+1(410)243 5500China:+86 1818 622 4565Email:(Name,address,including zip code,and telephone number,including area code,of agent for service)A

5、pproximate date of commencement of proposed sale to the public:From time to time after the effective date of this registration statement,asdetermined by the selling shareholders.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule

6、 415 under the SecuritiesAct of 1933 check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the followingbox and list the Securities Act registration statement number of the earlier effective regist

7、ration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering.If this Form

8、is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is a large accelera

9、ted filer,an accelerated filer,a non-accelerated filer,a smaller reporting companyor an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer”,“smaller reporting company”and“emerginggrowth company”in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated fi

10、lerAccelerated filer Non-accelerated filerSmaller 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 withany new or revised financial accounting standards provided pursua

11、nt to Section 13(a)of the Exchange Act.CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to beRegistered ProposedMaximumOffering PricePer Share(1)ProposedMaximumAggregateOffering Price Amount ofRegistrationFee(2)Common Stock,$0.001 par value 10,000,000$2.38 23

12、,800,000 3,643.78 (1)Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(a)of the Securities Act of 1933 based upon theclosing sale price of our shares of common stock of 2.38 on October 29,2024.(2)The fee is calculated by multiplying the aggregate offering

13、amount by 0.0001531,pursuant to Section 6(b)of the Securities Act of 1933.(3)Includes 2,493,514 shares of common stock that were issued to Sun Horn Limited sold from Zhuo Wang (4)Includes 2,558,200 shares of common stock that were issued to Lin Jianhui sold from Zhongyun Global International Group L

14、imited (5)Includes 2,227,337 shares of common stock that were issued to Yu Xiaocai sold from Zhongyun Global International Group Limited (6)Includes 406,706 shares of common stock that were issued to Zhang Jinlin sold from Zhongyun Global International Group Limited (7)Includes 874,081 shares of com

15、mon stock that were issued to Cao Yong sold from Zhongyun Global International Group Limited (8)Includes 1,440,162 shares of common stock that were issued to Lin Jiayao sold from Zhongyun Global International Group Limited THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATE

16、S AS MAY BE NECESSARY TODELAY OUR EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATESTHAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A)OFTHE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOM

17、E EFFECTIVE ON SUCH DATE ASTHE COMMISSION,ACTING PURSUANT TO SAID SECTION 8(A),MAY DETERMINE.THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.WE MAY NOT SELL THESE SECURITIESUNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.THISPROSP

18、ECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESESECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.THERE IS NO MINIMUM PURCHASEREQUIREMENT FOR THE OFFERING TO PROCEED.PRELIMINARY PROSPECTUS ALPHA ONE INC.10,000,000 SHARES OF COMMON STOCK$0.0

19、01 PAR VALUE PER SHARE This prospectus relates to shares of common stock of Alpha One Inc.which may be offered by the selling shareholders for their own account.The shares of common stock being offered by the selling shareholders pursuant to this prospectus are“restricted securities”under the Securi

20、tiesAct of 1933,as amended(the“Securities Act”),before their sale under this prospectus.This prospectus has been prepared for the purpose ofregistering these shares of common stock under the Securities Act to allow for a sale by the selling shareholders to the public without restriction.Each of the

21、selling shareholders and the participating brokers or dealers may be deemed to be an“underwriter”within the meaning of theSecurities Act,in which event any profit on the sale of shares by such selling shareholder,and any commissions or discounts received by thebrokers or dealers,may be deemed to be

22、underwriting compensation under the Securities Act.The selling shareholders must offer and sell theirshares for the fixed price of$1.000 for the duration of the offering.The registration of the shares of our common stock covered by this prospectus does not necessarily mean that any shares of our com

23、mon stockwill be sold by any of the selling shareholders,and we cannot predict when or in what amounts any of the selling shareholders may sell any of ourshares of common stock offered by this prospectus.Our common stock is quoted on the OTC Pink Marketplace under the symbol“AOAO.”On October 29,2024

24、,the closing price of our commonstock was$2.38.We are not selling any shares of our common stock under this prospectus and will not receive any proceeds from any sale or disposition by theselling shareholders of the shares of our common stock covered by this prospectus.We are paying the expenses inc

25、urred in registering the shares.Alpha One Inc.(“AOAO”)is not an operating company but a holding company incorporated in the State of Wyoming.Substantially all of thebusiness operations are conducted in the Peoples Republic of China(“PRC”or“China”)by our PRC subsidiary.Shares of common stockregistere

26、d in this prospectus are shares of a U.S.holding company,which does not conduct operations.As used in this prospectus,“we,”“us,”“our”or“the Company”refers to Alpha One Inc.Or the U.S.holding company.We face various legal and operational risks and uncertainties relating to our subsidiarys operations

27、in China.Because substantially all of ouroperations are conducted in China through our PRC subsidiary,the Chinese government may intervene or influence the operation of our PRCsubsidiary and exercise significant oversight and discretion over the conduct of their business and may intervene in or infl

28、uence their operationsat any time,or may exert more control over securities offerings conducted overseas and/or foreign investment in China-based issuers,whichcould result in a material change in operations of our PRC subsidiary and/or the value of our common stock.Further,any actions by the Chinese

29、government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuerscould significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securitiesto signific

30、antly decline or be worthless.See“Risk Factors-Risks Related to Doing Business in China-Any actions by the Chinese government toexert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantlylimit or completely hinder o

31、ur ability to offer or continue to offer securities to investors and cause the value of such securities to significantlydecline or be worthless”on page 18.In recent years,the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of businesso

32、perations in China,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companieslisted overseas,adopting new measures to extend the scope of cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.As ofthe date of this prospe

33、ctus,we have not engaged in any monopolistic behavior and our business does not control more than one million userspersonal information as of the date of this prospectus,implicate cybersecurity,or involve any other type of restricted industry.However,wecannot affirm that PRC regulators share the sam

34、e interpretation.Because these statements and regulatory actions are new and subject to change,itis difficult for us to predict how quickly the legislative or administrative regulation making bodies in China will respond to companies,or whatexisting or new laws or regulations will be amended or prom

35、ulgated,if any,or the potential impact such amended or new legislation will have onour daily business operations or our ability to accept foreign investments and list on a U.S.stock exchange.See“Prospectus Summary RecentPRC Regulatory Developments”beginning on page 4 of this prospectus.On February 1

36、7,2023,the CSRC released the New Overseas Listing Rules,which came into effect on March 31,2023.The New OverseasListing Rules apply to overseas securities offerings and/or listings conducted by(i)companies incorporated in the PRC,or PRC domesticcompanies,directly and(ii)companies incorporated overse

37、as with operations primarily in the PRC and valued on the basis of interests in PRCdomestic companies,or indirect offerings.The New Overseas Listing Rules requires(1)the filings of the overseas offering and listing plan by thePRC domestic companies with the CSRC under certain conditions,and(2)the fi

38、ling of their underwriters with the CSRC under certain conditionsand the submission of an annual report to of such filed underwriters the CSRC within the required timeline.The required filing scope is notlimited to the initial public offering,but also includes subsequent overseas securities offering

39、s,single or multiple acquisition(s),share swap,transfer of shares or other means to seek an overseas direct or indirect listing,a secondary listing or dual listing.On the same day,the CSRC alsoheld a press conference for the release of the New Overseas Listing Rules and issued the Overseas Listing N

40、otice.Under the Overseas ListingNotice,a company that(i)has already completed overseas listing or(ii)has already obtained the approval for the offering or listing from overseassecurities regulators or exchanges but has not completed such offering or listing before effective date of the New Overseas

41、Listing Rules and alsocompletes the offering or listing before September 30,2023 will be considered as an existing listed company and is not required to make anyfiling until it conducts a new offering in the future.For the company that has already submitted offering and listing applications but not

42、yetobtained the approvals from overseas securities regulators or exchanges shall choose to make its filing with the CSRC at a reasonable time butbefore the completion of the offering/listing.For the company that has already obtained CSRC approval,which was substituted by the filingrequirements upon

43、the effectiveness of the Trial Measures,for overseas listing or offering can continue its process during the valid term of theCSRC approval without additional filing and it shall make the CSRC filing pursuant to the New Overseas Listing Rules if it does not completethe offering or listing before the

44、 expiration of the original approval from CSRC.On May 7,2024,the CSRC released of the guidelines“Overseas Offering and Listing No.7 Regulatory Requirements for Domestic CompaniesTransferring Offering and Listing from overseas OTC Market to Overseas Stock Exchange”,rules are,(i)According to Article 1

45、 and Article 2 ofnew regulations,overseas offering and listing refers to offering and listing activities in overseas stock exchanges,and listing of domesticcompanies in overseas OTC market is out of scope for the filing requirement;(ii)According to Article 16 of new regulations,domestic companiestha

46、t seek initial public offering or listing in overseas market shall file with CSRC within 3 working days after the relevant application is submittedoverseas,and offering and listing in other overseas market than where it has offered and listed shall be filed with CSRC within 3 working daysafter the r

47、elevant application is submitted overseas;and(iii)According to Notice of Filing Management Arrangements for Domestic CompaniesSeeking Offering and Listing in Overseas Market,since new regulations came into effect(which is 31st March,2023),domestic companies thathave submitted application to overseas

48、 market other than where it has offered and listed,but do not get approval from overseas regulator or stockexchanges yet,shall file with CSRC before offering and listing procedures are completed.We are listing in overseas OTC market and nottransferring Offering and Listing from Overseas OTC Market t

49、o Overseas Stock Exchange currently.According to the CSRC Guidelines ofRegulatory Rules,we are not subjected to the Trial Administrative Measures of Overseas Securities Offering and Listing by DomesticCompanies,or the Trial Measures,which became effective on March 31,2023.The Holding Foreign Compani

50、es Accountable Act,or the HFCAA,was enacted on December 18,2020,and was amended by the ConsolidatedAppropriations Act,2023 enacted on December 29,2022.The amended HFCAA states if the SEC determines that we have filed audit reportsissued by a registered public accounting firm that has not been subjec

51、t to inspection by the PCAOB for two consecutive years,the SEC shallprohibit our Common stock from being traded on a national securities exchange or in the over-the-counter trading market in the United States.The Consolidated Appropriations Act,2023 reduced the number of consecutive non-inspection y

52、ears required for triggering the prohibitionsunder the HFCAA from three years to two years.The PCAOB issued a Determination Report on December 16,2021(the“DeterminationReport”)which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered

53、inmainland China and Hong Kong because of a position taken by one or more authorities in those jurisdictions.Furthermore,the DeterminationReport identified the specific registered public accounting firms which are subject to these determinations(“PCAOB Identified Firms”).Ourauditor,Bush&Associates C

54、PA LLC,the independent registered public accounting firm that issues the audit report included elsewhere in thisprospectus,as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB,is subject to laws inthe U.S.pursuant to which the PCAOB conducts r

55、egular inspections to assess its compliance with the applicable professional standards.Bush&Associates CPA LLC is headquartered in Nevada,and,as of the date of this prospectus,was not included in the list of PCAOB Identified Firms inthe Determination Report.On December 15,2022,the PCAOB issued a rep

56、ort that vacated its December 16,2021,determination and removedmainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accountingfirms.Each year,the PCAOB will determine whether it can inspect and investigate audit firms i

57、n mainland China and Hong Kong,among otherjurisdictions.If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms in mainlandChina and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit repor

58、t on our financialstatements filed with the SEC,we would be identified as a“Commission-Identified Issuer”following the filing of the annual report on Form 10-K for the relevant fiscal year.There can be no assurance that we would not be identified as a“Commission-Identified Issuer”for any future fisc

59、alyear,and if we were so identified for two consecutive years,we would become subject to the prohibition on trading under the HFCAA.Thedelisting of our Common stock,or the threat of their being delisted,may materially and adversely affect the value of your investment.These riskscould result in a mat

60、erial adverse change in our operations and the value of our Common stock,significantly limit or completely hinder ourability to offer or continue to offer securities to investors or cause the value of such securities to significantly decline or become worthless.Cash may be transferred within our org

61、anization in the following manners:(i)we may transfer funds to our PRC subsidiary by way of capitalcontributions or loans,through intermediate holding companies,such as our Hong Kong subsidiary;(ii)we or our intermediate holding companymay provide loans to our PRC operating subsidiary directly and v

62、ice versa;and(iii)our PRC subsidiary may make dividends or otherdistributions to us through our intermediate holding subsidiaries.As of the date of this prospectus,we have not made dividend or other distributions to our shareholders.We may pay dividends to our shareholderssubject to our ability to s

63、ervice our debts as they become due and provided that our assets will exceed our liabilities after the payment of suchdividends.As a holding company,we may rely on dividends and other distributions on equity paid by our subsidiaries for our cash and liquidityrequirements,including payment of any deb

64、t we may incur outside of China and our expenses.If any of our subsidiaries incurs debt on its ownbehalf in the future,the instruments governing such debt may restrict their ability to pay dividends to us.To the extent cash or assets in thebusiness is in the PRC or a PRC subsidiary,the cash or asset

65、s may not be available to fund operations or for other use outside of the PRC due tointerventions in or the imposition of restrictions and limitations on our or our subsidiaries ability by the PRC government to transfer cash orassets.PRC laws and regulations applicable to our PRC subsidiaries permit

66、 payments of dividends only out of their retained earnings,if any,determined in accordance with applicable accounting standards and regulations.Our PRC subsidiaries may pay dividends only out of theirrespective accumulated after-tax profits as determined in accordance with PRC accounting standards a

67、nd regulations.In addition,our subsidiariesare required to set aside at least 10%of its accumulated after-tax profits each year,if any,to fund certain statutory reserve funds,until theaggregate amount of such funds reaches 50%of its registered capital.At its discretion,a wholly foreign-owned enterpr

68、ise may allocate a portionof its after-tax profits to discretionary funds.These reserve funds and discretionary funds are not distributable as cash dividends.Furthermore,dividends paid by our WFOE subsidiaries to their parent companies will be subject to a 10%withholding tax,which can be reduced to

69、5%ifcertain requirements are met.The PRC government also imposes restrictions on the conversion of RMB into foreign currencies and theremittance of currencies out of the PRC.As such,we may experience difficulties in completing the administrative procedures necessary to obtainand remit foreign curren

70、cy for the payment of dividends from our profits,if any.As of the date of this prospectus,none of our subsidiaries hasmade any dividends or other distributions to us.Investing in our securities involves a high degree of risk.Before making any investment decision,you should carefully review and consi

71、der allthe information in this prospectus and the documents incorporated by reference herein,including the risks and uncertainties described under“Risk Factors”beginning on page 10.NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED ORDISAPPROVED OF THESE

72、SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.We may amend or supplement this prospectus from time to time by filing amendments or supplements as required.You should read the entireprospectus and any amendments or suppleme

73、nts carefully before you make your investment decision.The date of this prospectus is January 10,2025.ALPHA ONE INC.TABLE OF CONTENTS PageProspectus Summary2Risk Factors10Use of Proceeds23Determination of Offering Price23Description of Business23Legal Proceedings28Managements Discussion and Analysis

74、 of Financial Condition and Results of Operations28Market Price of and Dividends on Registrants Common Equity and Related Stockholder Matters33Management Directors and Executive Officers33Executive Compensation35Security Ownership of Certain Beneficial Owners and Management36Certain Relationships an

75、d Related Transactions,and Corporate Governance37Selling Shareholders37Plan of Distribution38Description of Securities40Interests of Named Experts and Counsel41Additional Information41Legal Matters41Experts41Financial StatementsF-1 You should rely only on the information contained in this prospectus

76、 or a supplement to this prospectus.We have not authorized anyone toprovide you with different information.This prospectus is not an offer to sell securities,and it is not soliciting an offer to buy securities,in anyjurisdiction where the offer or sale is not permitted.You should not assume that the

77、 information contained in this prospectus or any supplement tothis prospectus is accurate as of any date other than the date on the front cover of those documents.i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains“forward-looking statements”.Forward-looking statements re

78、flect the current view about future events.When used inthis prospectus,the words“anticipate,”“believe,”“estimate,”“expect,”“future,”“intend,”“plan,”or the negative of these terms and similarexpressions,as they relate to us or our management,identify forward-looking statements.Such statements include

79、,but are not limited to,statements contained in this prospectus relating to our business strategy,our future operating results and liquidity and capital resources outlook.Forward-looking statements are based on our current expectations and assumptions regarding our business,the economy and other fut

80、ureconditions.Because forwardlooking statements relate to the future,they are subject to inherent uncertainties,risks and changes in circumstancesthat are difficult to predict.Our actual results may differ materially from those contemplated by the forward-looking statements.They are neitherstatement

81、s of historical fact nor guarantees of assurance of future performance.We caution you therefore against relying on any of these forward-looking statements.Important factors that could cause actual results to differ materially from those in the forward-looking statements include,without limitation,a

82、continued decline in general economic conditions nationally and internationally;decreased demand for our products andservices;market acceptance of our products and services;the impact of any infringement actions or other litigation brought against us;competition from other providers and products;our

83、 ability to develop and commercialize new and improved products and services;our ability toraise capital to fund continuing operations;changes in government regulation that relate to our business,and more specifically,how we marketand sell products;our ability to complete customer transactions and c

84、apital raising transactions;and other factors(including the risks contained inthe section of this prospectus entitled“Risk Factors”)relating to our industry,our operations and results of operations and any businesses thatmay be acquired by us.Should one or more of these risks or uncertainties materi

85、alize,or should the underlying assumptions prove incorrect,actual results may differ significantly from those anticipated,believed,estimated,expected,intended or planned.Factors or events that could cause our actual results to differ may emerge from time to time,and it is not possible for us to pred

86、ict all of them.Wecannot guarantee future results,levels of activity,performance or achievements.Except as required by applicable law we do not intend to updateany of the forward-looking statements to conform these statements to actual results.1 PROSPECTUS SUMMARY This summary only highlights the mo

87、re detailed information appearing elsewhere in this prospectus.As this is a summary,it does not contain allof the information that you should consider in making an investment decision.You should read this entire prospectus carefully,including theinformation under“Risk Factors”and our financial state

88、ments and the related notes included elsewhere in this prospectus,before investing.In this Prospectus,the“Company,we,us,and our,refer to Alpha One Inc.Or U.S.Holding Company,unless the context otherwiserequires.Unless otherwise indicated,the term fiscal year refers to our fiscal year ending March 31

89、st.Unless otherwise indicated,the termcommon stock refers to shares of the Companys common stock.Corporate History Alpha One Inc.(“we”,“us”,the“Company”or“AOAO”)was originally incorporated in State of Nevada on May 5,2006 under the nameMicroscints,Inc.On October 26,2009 the Company filed the Certifi

90、cate of Amendment to change the name from Microscints,Inc.to WorldMobile Holdings,Inc.On March 19,2020,the Company redomiciled from the State of Nevada to the State of Wyoming.On September 10,2021,the Companys name was changed from World Mobile Holdings,Inc.to Alpha One Inc,The Company had been enga

91、ged in the various businesssince its incorporation.The Company was not successful and discontinued the majority of its operation by December 31,2016.Beginning fromJanuary 2017,the Company plans on providing business services and financing to emerging growth entities.On October 8,2019,Haining Zhang,f

92、iled a petition with the District Court,Clark County,Nevada,and the Court ordered that Mr.Zhang wasappointed as receiver for the Company.Consequently,Mr.Zhang is granted the authority to conduct business of the Company pursuant to N.R.S.78.630.Haining Zhang was appointed the sole officer and directo

93、r at that time.On October 15,2019,the Company issued 100,000,000 shares of common stock,with a par value of$0.001,to Mr.Zhang,our CEO,for$100,000,$99,950 of which was subsequently expensed in its operation by December 31,2019,and the balance was expensed in its operation in2020.On February 8,2021,th

94、e previously issued 100,000,000 shares of common stock were canceled in connection with changes in the Companysstrategic direction.2 On March 30,2021,100,000,000 shares of common stock,under the control of Haining Zhang,were transferred to Zhuo Wang.As a result,Haining Zhang resigned as the sole off

95、icer and director,and Shuhua Liu was appointed as the sole director and CEO of the Company.On May 1,2021 the Company amended its article of incorporation to change its authorized capital as following:50,000,000 shares of preferredstock,par value$0.001 per share;450,000,000 shares of common stock,par

96、 value$0.001 per share.500,000 shares of Preferred Stock aredesignated Series A Preferred Stock.On June 17,2021,the Company issued 245,000 shares of preferred stock to Zhuo Wang,198,900 shares ofpreferred stock to Shuhua Liu,and 56,100 shares of preferred stock to Goldcrown International(HK)Limited,

97、controlled by Wei Chen,ascompensation for services provided.On September 10,2021,the Company effectuated a 100-for-1 reverse stock split,which resulted in a new total of 1,359,447 shares of commonstock.On February 8,2022,the Company convert 500,000 of its Series A Preferred Stock into common stock w

98、ith a ratio of 100 for 1.On March 23,2023,Alpha One Inc.(“AOAO,”or the“Company”)completed its merger with Zhongyun(BVI).(“Zhongyun BVI”)andZhongyun BVIs wholly-owned subsidiary,Shenzhen Zhongyun Communication Technology Co.,Ltd”(“Shenzhen Zhongyun”),pursuant to theterms of a definitive share exchang

99、e agreement dated March 23,2023.Upon completion of the merger,all of the outstanding shares of Zhongyun BVIs common stock were exchanged for 25,450,086 shares ofcommon stock of AOAO.Prior to the merger,Shuhua Liu and her spouse directly and indirectly obtained the total 49.65%controlled of AOAO,and

100、50%indirectly controlled of Zhongyun BVI by Zhongyun Global International Group Limited.Shuhua Liu is the sole director of AOAO andZhongyun BVI.As AOAO and Zhongyun BV were under common control at the time of the share exchange,the transaction is accounted for as acombination of entities under commo

101、n control in a manner similar to the pooling-of-interests method of accounting.Following the Merger,Shuhua Liu and her spouse directly and indirectly obtained the 49.77%controlled of AOAO.Immediately after completion of such shareexchange,the Company has a total of 76,809,533 issued and outstanding

102、shares of common stock,with authorized common shares of450,000,000.Consequently,the Company has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934,asamended(the“Exchange Act”)and Zhongyun BVI is now a wholly owned subsidiary.On November 16,202

103、3,the former director and CEO Zhuo Wang transferred 19,890,000 shares to Sun Horn Limited,4,239,742 shares to ShuhuaLiu and 1,370,258 shares Xinli Chen for free.On May 28,2024,25,450,086 shares of common stock of AOAO transferred from Zhongyun Global International Group Limited to seventy-oneindivid

104、uals(including Shuhua Liu 1,561,033 shares)and two corporates,after the transferred,Shuhua Liu and her spouse directly and indirectlyheld total 56,800,775 shares,or 66.646%of outstanding shares.Our Company structure is shown in the below chart.The percentages denote ownership.3 Zhongyun(BVI)Limited(

105、“Zhongyun BVI”)was incorporated in the British Virgin Islands on December 6,2022 with limited liability.Zhongyun Investment Hong Kong Limited(“Zhongyun HK”)which is 100%owned by Zhongyun BVI,was incorported in the HongKong onDecember 23,2022,Zhongyun HK is an investment holding company with no opera

106、tions.On March 2,2023,Zhongyun HK acquired ShenzhenZhongyun Communication Technology Co.,Ltd.Shenzhen Zhongyun Communication Technology Co.,Ltd,a Chinese company,a wholly foreign owned enterprise(WFOE),also referred toherein as“Shenzhen Zhongyun”,which was incorporated on August 25,2020 by the contr

107、olling shareholder,Shuhua Liu.Shenzhen Zhongyun isprincipally engaged in the electronic products trading and telecommunication engineering servicess in the Peoples Republic of China(“PRC”).Shenzhen Zhongyun is the company through which we operate,and which shares our business plan with the goal of d

108、eveloping and providingmodern electronic products trading and telecommunication engineering services to our future clients.The Companys mailing address is No.203,F2.62A,2F,Tianzhan Building,No.4 Tanran 5th Road,Tianan Community,Shatou Street,FutianDistrict,Shenzhen,Guangdong Province,China.The telep

109、hone number is+86 755 82794624.Status of“Smaller Reporting Company”We are a“smaller reporting company”as defined in Item 10(f)(1)of Regulation S-K.Smaller reporting companies may take advantage of certainreduced disclosure obligations.We have elected to comply with the scaled disclosure requirements

110、 applicable to“smaller reporting companies,”including providing two years of audited financial statements.We will remain a smaller reporting company until the last day of the fiscal year inwhich(1)the market value of our Common Stock held by non-affiliates is equal to or exceeds$250 million and(2)ou

111、r annual revenues wereequal to or exceeded$100 million during such completed fiscal year and the market value of our Common Stock held by non-affiliates is equal toor exceeds$700 million.Recent PRC Regulatory Developments In recent years,the PRC government initiated a series of regulatory actions an

112、d made a number of public statements on the regulation of businessoperations in China,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companieslisted overseas,adopting new measures to extend the scope of cybersecurity reviews,and expandin

113、g efforts in anti-monopoly enforcement.Among other things,the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors(the“M&A Rules”)and theAnti-Monopoly Law of the Peoples Republic of China promulgated by the SCNPC which became effective in 2008(“Anti-Monopoly Law”),est

114、ablished additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consumingand complex.Such regulation requires,among other things,that the Ministry of Commerce of the Peoples Republic of China(the“MOFCOM”)be notified in advance of any c

115、hange-of-control transaction in which a foreign investor acquires control of a PRC domestic enterprise or a foreigncompany with substantial PRC operations,if certain thresholds under the Provisions of the State Council on the Standard for Declaration ofConcentration of Business Operators,issued by t

116、he State Council in 2008,are triggered.Moreover,the Anti-Monopoly Law requires thattransactions which involve the national security,the examination on the national security shall also be conducted according to the relevantprovisions of the Measures for the Safety Examination of Foreign Investment.In

117、 addition,the PRC Measures for the Security Review of ForeignInvestment which became effective in January 2021 require acquisitions by foreign investors of PRC companies engaged in military-related orcertain other industries that are crucial to national security be subject to security review before

118、consummation of any such acquisition.On July 6,2021,the relevant PRC government authorities made public the Opinions on Strictly Cracking Down on Illegal Securities Activities inAccordance with the Law(the“Opinions”).These opinions emphasized the need to strengthen the administration over illegal se

119、curities activitiesand the supervision on overseas listings by China-based companies and proposed to take effective measures,such as promoting the constructionof relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.Pursuant to the Opinions,C

120、hinese regulators are required to accelerate rulemaking related to the overseas issuance and listing of securities,and update the existing laws andregulations related to data security,cross-border data flow,and management of confidential information.Numerous regulations,guidelines andother measures

121、are expected to be adopted under the umbrella of or in addition to the Cybersecurity Law of the PRC(the“Cybersecurity Law”)and the Data Security Law.As of the date of this prospectus,no official guidance or related implementation rules have been issued yet and theinterpretation of these opinions rem

122、ains unclear at this stage.See“Risk Factors Risks Related to Doing Business in China on page 15 to page20,Any failure to comply with applicable laws and requirements could have a material and adverse effect on our business.4 On December 28,2021,the Cybersecurity Review Measures(2021 version),which w

123、ere promulgated and became effective on February 15,2022,provide that any“online platform operators”possessing personal information of more than one million users which seeks to list in a foreignstock exchange should be subject to cybersecurity review.The Cybersecurity Review Measures(2021 version),

124、further list the factors to beconsidered when assessing the national security risks of the relevant activities,including,among others,(i)the risk of core data,important data ora large amount of personal information being stolen,leaked,destroyed,and illegally used or exited the country;and(ii)the ris

125、k of criticalinformation infrastructure,core data,important data or a large amount of personal information being affected,controlled,or maliciously used byforeign governments after listing abroad.The CAC requires that under the new rules,companies possessing personal information of more thanone mill

126、ion users must now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personalinformation could be“affected,controlled,and maliciously exploited by foreign governments.”Any failure to comply with applicable laws andrequirements could have a

127、 material and adverse effect on our business.As of the date of this prospectus,we have not engaged in any monopolistic behavior and our business does not control more than one millionusers personal information,implicate cybersecurity,or involve any other type of restricted industry.As advised by our

128、 PRC legal counsel,InnerMongolia Shuoda Law Firm,as of the date of this prospectus,we are not required to declare a cybersecurity review with the CAC,according tothe Measures for Cybersecurity Review,since we are not an online platform operator carrying out data processing activities that affect or

129、mayaffect national security,and currently do not have over one million users personal information and do not anticipate that we will be collectingover one million users personal information in the foreseeable future,which we understand might otherwise subject us to the Measures forCybersecurity Revi

130、ew.As of the date of this prospectus,we have not received any notice from any authorities identifying us as CIIOs or requiringus to undergo a cybersecurity review or network data security review by the CAC.However,we cannot affirm that PRC regulators share the sameinterpretation.Because these statem

131、ents and regulatory actions are new and subject to change,it is difficult for us to predict how quickly thelegislative or administrative regulation making bodies in China will respond to companies,or what existing or new laws or regulations will beamended or promulgated,if any,or the potential impac

132、t such amended or new legislation will have on our daily business operations or our abilityto accept foreign investments and list on a U.S.stock exchange.On February 17,2023,the CSRC released the New Overseas Listing Rules,which came into effect on March 31,2023.The New OverseasListing Rules apply t

133、o overseas securities offerings and/or listings conducted by(i)companies incorporated in the PRC,or PRC domesticcompanies,directly and(ii)companies incorporated overseas with operations primarily in the PRC and valued on the basis of interests in PRCdomestic companies,or indirect offerings.The New O

134、verseas Listing Rules requires(1)the filings of the overseas offering and listing plan by thePRC domestic companies with the CSRC under certain conditions,and(2)the filing of their underwriters with the CSRC under certain conditionsand the submission of an annual report to of such filed underwriters

135、 the CSRC within the required timeline.The required filing scope is notlimited to the initial public offering,but also includes subsequent overseas securities offerings,single or multiple acquisition(s),share swap,transfer of shares or other means to seek an overseas direct or indirect listing,a sec

136、ondary listing or dual listing.On the same day,the CSRC also held a press conference for the release of the New Overseas Listing Rules and issued the Overseas ListingNotice.Under the Overseas Listing Notice,a company that(i)has already completed overseas listing or(ii)has already obtained the approv

137、al forthe offering or listing from overseas securities regulators or exchanges but has not completed such offering or listing before effective date of theNew Overseas Listing Rules and also completes the offering or listing before September 30,2023 will be considered as an existing listedcompany and

138、 is not required to make any filing until it conducts a new offering in the future.For the company that has already submitted offeringand listing applications but not yet obtained the approvals from overseas securities regulators or exchanges shall choose to make its filing with theCSRC at a reasona

139、ble time but before the completion of the offering/listing.For the company that has already obtained CSRC approval,whichwas substituted by the filing requirements upon the effectiveness of the Trial Measures,for overseas listing or offering can continue its processduring the valid term of the CSRC a

140、pproval without additional filing and it shall make the CSRC filing pursuant to the New Overseas ListingRules if it does not complete the offering or listing before the expiration of the original approval from CSRC.On May 7,2024,the CSRC released of the guidelines“Overseas Offering and Listing No.7

141、Regulatory Requirements for Domestic CompaniesTransferring Offering and Listing from overseas OTC Market to Overseas Stock Exchange”,rules are,(i)According to Article 1 and Article 2 ofnew regulations,overseas offering and listing refers to offering and listing activities in overseas stock exchanges

142、,and listing of domesticcompanies in overseas OTC market is out of scope for the filing requirement;(ii)According to Article 16 of new regulations,domestic companiesthat seek initial public offering or listing in overseas market shall file with CSRC within 3 working days after the relevant applicati

143、on is submittedoverseas,and offering and listing in other overseas market than where it has offered and listed shall be filed with CSRC within 3 working daysafter the relevant application is submitted overseas;and(iii)According to Notice of Filing Management Arrangements for Domestic CompaniesSeekin

144、g Offering and Listing in Overseas Market,since new regulations came into effect(which is 31st March,2023),domestic companies thathave submitted application to overseas market other than where it has offered and listed,but do not get approval from overseas regulator or stockexchanges yet,shall file

145、with CSRC before offering and listing procedures are completed.We are listing in overseas OTC market and nottransferring Offering and Listing from Overseas OTC Market to Overseas Stock Exchange currently.According to the CSRC Guidelines ofRegulatory Rules,we are not subjected to the Trial Administra

146、tive Measures of Overseas Securities Offering and Listing by DomesticCompanies,or the Trial Measures,which became effective on March 31,2023.5 We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC,the CAC or other PRCregulatory authorities r

147、equired for our operations and overseas listings.However,there remains significant uncertainty as to the enactment,interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities.The PRCgovernment may take actions to exert mo

148、re oversight and control over offerings by China-based issuers conducted overseas and/or foreigninvestment in such companies,which could significantly limit or completely hinder our ability to offer or continue to offer securities to investorsoutside China and cause the value of our securities to si

149、gnificantly decline or become worthless.If it is determined in the future that the approvalor permissions of the CSRC,the CAC or any other regulatory authority is required for our operations through our PRC Subsidiaries and thisoffering and we or our PRC Subsidiaries do not receive or maintain the a

150、pprovals or permissions,or we or our PRC Subsidiaries inadvertentlyconclude that such approvals or permissions are not required,or applicable laws,regulations,or interpretations change such that we or our PRCSubsidiaries are required to obtain approvals or permissions in the future,we and our PRC Su

151、bsidiaries may be subject to investigations bycompetent regulators,fines or penalties,ordered to suspend our PRC Subsidiaries relevant operations and rectify any non-compliance,limit ourability to pay dividends outside of mainland China,delay or restrict the repatriation of the proceeds from this of

152、fering into mainland China or takeother actions prohibited from engaging in relevant business or conducting any offering,and these risks could result in a material adverse changein our operations,significantly limit or completely hinder our ability to offer or continue to offer securities to investo

153、rs,or cause such securities tosignificantly decline in value or become worthless.See“Risk Factors Risks Related to Doing Business in China Chinese government mayintervene or influence our operations in accordance with laws and regulations,or may exert more control over offerings conducted overseasan

154、d/or foreign investment in China-based issuers,which could result in a material change in our operations and/or the value of our shares”and“Risk Factors Risks Related to Doing Business in China Any actions by the Chinese government to exert more oversight and control overofferings that are conducted

155、 overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our abilityto offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless”on page 18,ofthis prospectus.Cash Transfers and D

156、ividend Distributions Cash may be transferred within our organization in the following manners:(i)we may transfer funds to our PRC subsidiary by way of capitalcontributions or loans,through intermediate holding companies,such as our Hong Kong subsidiary;(ii)we or our intermediate holding companymay

157、provide loans to our PRC operating subsidiary directly and vice versa;and(iii)our PRC subsidiary may make dividends or otherdistributions to us through our intermediate holding subsidiaries.We currently have not maintained any cash management policies that dictate the purpose,amount and procedures f

158、or cash transfers between theCompany,our subsidiaries,or investors.Rather,the funds can be transferred in accordance with the applicable PRC laws and regulations.To theextent cash or assets in the business is in the PRC or a PRC entity,the funds or assets may not be available to fund operations or f

159、or other useoutside of the PRC due to the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC regulatory authority totransfer cash or assets.As of March 31,2024 and 2023,our PRC operating subsidiarys cash held in RBM were$383,682(equivalent toRMB2,770,310)a

160、nd$329,994(equivalent to RMB 2,266,269)respectively.As of September 30,2024,our PRC operating subsidiarys cash heldin RMB were$3,225(equivalent to RMB22,636).Under existing PRC foreign exchange regulations,payment of current account item,such as profit distributions and trade and service-relatedfore

161、ign exchange transactions,can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange,orthe SAFE,by complying with certain procedural requirements.Therefore,our PRC subsidiary is able to pay dividends in foreign currencies to uswithout prior approval fr

162、om SAFE,subject to the condition that the remittance of such dividends outside of the PRC complies with certainprocedures under PRC foreign exchange regulations,such as the overseas investment registrations by our shareholders or the ultimateshareholders of our corporate shareholders who are PRC res

163、idents.Approval from,or registration with,appropriate government authorities is,however,required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as repaymentof loans denominated in foreign currencies.The PRC regulatory authority may also

164、at its discretion restrict access in the future to foreigncurrencies for current account transactions.Current PRC regulations permit our PRC subsidiary to pay dividends to the Company only out oftheir accumulated profits,if any,determined in accordance with Chinese accounting standards and regulatio

165、ns.We are a holding company with no material operations of our own and do not generate any revenue.We currently conduct substantially all of ouroperations through our PRC operating subsidiary Shenzhen Zhongyun.As a holding company,we may rely on dividends and other distributionson equity paid by our

166、 subsidiaries,including those based in mainland China,for our cash and liquidity requirements.If any of our subsidiariesincurs debt on its own behalf in the future,the instruments governing such debt may restrict their ability to pay dividends to us.Under Wyominglaw,we is permitted to provide fundin

167、g to our subsidiaries in corporated in the British Virgin Islands and Hong Kong through loans or capitalcontributions as our board of directors may determine from time to time.Our subsidiary is permitted under the respective laws of the BritishVirgin Islands and Hong Kong to provide funding to the C

168、ompany through dividend distribution without restrictions on the amount of the funds.There are no restrictions by the British Virgin Islands and Hong Kong governments on dividend distributions from Hong Kong to the BritishVirgin Islands and the British Virgin Islands to Wyoming.Under the PRC laws an

169、d regulations,our PRC subsidiaries may pay dividends only out of their respective accumulated after-tax profits asdetermined in accordance with PRC accounting standards and regulations.The Company is a holding company and its material assets consistsolely of the ownership interests held in its PRC s

170、ubsidiary.The Company relies on dividends paid by its subsidiaries for its working capital andcash needs,including the funds necessary:(i)to pay dividends or cash distributions to its shareholders,(ii)to service any debt obligations and(iii)to pay operating expenses.As a result of PRC laws and regul

171、ations that require annual appropriations of 10%of after-tax income to be set asidein a general reserve fund prior to payment of dividends,the Companys PRC subsidiary is restricted in that respect,in their ability to transfer aportion of their net assets to the Company as a dividend.As of March 31,2

172、024 and 2023,our PRC operating subsidiarys net assets were$2,961,361(equivalent to RMB21,381,980)and$1,431,152(equivalent to RMB 9,828,589)respectively.As of September 30,2024,our PRCoperating subsidiarys net assets were$2,282,708(equivalent to RMB16,020,359).6 The following table describes transfer

173、s among us and our subsidiaries made during the periods presented:For the years endedMarch 31 For the six months endedSeptember 30 2024 2023 2024 2023 RMB RMB RMB RMB Capital contributions from us to our offshoresubsidiaries(1)-Loans from us to our offshore subsidiaries -Capital contributions from o

174、ur offshore subsidiariesto PRC operating subsidiary -Loans from our PRC operating subsidiaries to ouroffshore subsidiaries -Other amounts paid by our WFOE on our behalf ofour offshore subsidiaries(2)-(1)“Offshore subsidiaries”refer to all of our subsidiaries except our PRC subsidiary.(2)Cash paid by

175、 our PRC operating subsidiary to our Hong Kong subsidiaries for expenses.As of the date of this prospectus,our Wyoming holding company Alpha One Inc.,has not declared or paid dividends,made distributions,ortransferred assets to its subsidiaries in the past,nor have any dividends,distributions or ass

176、et transfers been made by any our PRC Subsidiaries toZhongyun HK,Zhongyun BVI or the Wyoming holding company.For the years ended March 31,2024 and 2023 and for the six months endedSeptember 30,2024 and 2023,there was no cash transfer among our Wyoming holding company,Zhongyun BVI,Zhongyun HK and our

177、 PRCSubsidiary.Wyoming holding companys expenses paid by the solely director Shuhua Liu for the years ended March 31,2024 and 2023 and forthe six months ended September 30,2024 and 2023.We do not have any current plan to declare or pay any cash dividends on our ordinary sharesin the foreseeable futu

178、re after this offering.Permission Required from the PRC Authorities with respect to Operations and Securities Listing As of the date of this prospectus,we and our PRC subsidiary have received all requisite permits,approvals and certificates from the PRCgovernment authorities to conduct our business

179、operations in China,and no permission or approval has been denied or revoked.As an enterprise engaged in intelligent product sales and telecommunication engineering services business,our PRC subsidiary is not operating inan industry that prohibits or limits foreign investment.We and our PRC subsidia

180、ry are not required to obtain permissions from the CSRC,theCAC or any other PRC authorities to operate,other than the permits and approvals our PRC subsidiary have already received.However,if we orour subsidiary do not receive or maintain required permissions or approvals,inadvertently conclude that

181、 such permissions or approvals are notrequired,or applicable laws,regulations,or interpretations change such that we are required to obtain such permissions or approvals in the future,we may be subject to governmental investigations or enforcement actions,fines,penalties,suspension of operations,or

182、be prohibited fromengaging in relevant business or conducting securities offering,and these risks could result in a material adverse change in our operations,significantly limit or completely hinder our ability to offer or continue to offer securities to investors,or cause such securities to signifi

183、cantlydecline in value or become worthless.Our PRC subsidiaries are required to obtain certain permits and licenses from the PRC government agencies to operate our business in China,including:(a)business licenses,(b)Construction Enterprise Qualification Certificate,and(c)Safety Production License.We

184、 have received suchlicenses or certificates pursuant to PRC Law.7 On February 17,2023,the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by DomesticCompanies,or the Overseas Listing Trial Measures,and relevant five supporting guidelines,together as the

185、 New Overseas Listing Rules,whichbecame effective on March 31,2023.According to the New Overseas Listing Rules,PRC domestic companies that seek to offer and list securitiesin overseas markets,either in direct or indirect means,are required to complete the filing procedure with the CSRC and report re

186、levantinformation.The New Overseas Listing Rules provide that if the issuer meets the following criteria at the same time,the overseas securitiesoffering and listing conducted by such issuer will be deemed as an indirect overseas offering subject to the filing procedures as set forth under theNew Ov

187、erseas Listing Rules:(i)50%or more of any of the issuers operating revenue,total profit,total assets or net assets as documented in itsaudited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies;and(ii)the issuers businessactivities are substantia

188、lly conducted in mainland China,or its principal place(s)of business are located in mainland China,or the majority ofsenior managers in charge of its business operations and management are PRC citizens or domiciled in mainland China.According to the NewOverseas Listing Rules,we shall file with the C

189、SRC within three(3)business days after our first submission of listing application documentsoverseas,and if we apply for the CSRC to postpone to publicize our filing information,we shall report to the CSRC within three(3)businessdays since our first public filing day.Furthermore,we shall also report

190、 to the CSRC with the offering after the overseas offering finished.TheNew Overseas Listing Rules also require subsequent overseas securities offering in the same overseas market to be filed within three(3)businessdays after the completion of such subsequent offering,and subsequent reports to be fil

191、ed with the CSRC on material events within three(3)business days after the occurrence and public disclosure of such material events,such as change of control,investigations or sanctionsimposed by overseas securities regulatory agencies or other competent authorities,change of listing status or trans

192、fer of listing segment orvoluntary or forced delisting of the issuer who have completed overseas offerings and listings.On the same day,the CSRC also held a press conference for the release of the New Overseas Listing Rules and issued the Notice onAdministration for the Filing of Overseas Offering a

193、nd Listing by Domestic Companies(the“Overseas Listing Notice).Under the OverseasListing Notice,if company(i)has already completed overseas listing;or(ii)has already obtained the approval for the offering or listing fromoverseas securities regulators or exchanges but has not completed such offering o

194、r listing before effective date of the New Overseas Listing Rulesand also completes the offering or listing before September 30,2023,such company will be considered as an“existing listed company”and is notrequired to make any filing until it conducts a new offering in the future.If a company has alr

195、eady submitted offering and listing applications buthas not obtained the approvals from overseas securities regulators or exchanges,such company shall choose to make its filing with the CSRC at areasonable time but before the completion of the offering/listing.Companies that have already obtained CS

196、RC approval for overseas listing oroffering can continue its process during the valid term of the CSRC approval without additional filing,and shall make the filing pursuant to theNew Overseas Listing Rules if they do not complete the offering or listing before the expiration of the original approval

197、 from CSRC.On May 7,2024,the CSRC released of the guidelines“Overseas Offering and Listing No.7 Regulatory Requirements for Domestic CompaniesTransferring Offering and Listing from overseas OTC Market to Overseas Stock Exchange”,rules are,(i)According to Article 1 and Article 2 ofnew regulations,ove

198、rseas offering and listing refers to offering and listing activities in overseas stock exchanges,and listing of domesticcompanies in overseas OTC market is out of scope for the filing requirement;(ii)According to Article 16 of new regulations,domestic companiesthat seek initial public offering or li

199、sting in overseas market shall file with CSRC within 3 working days after the relevant application is submittedoverseas,and offering and listing in other overseas market than where it has offered and listed shall be filed with CSRC within 3 working daysafter the relevant application is submitted ove

200、rseas;and(iii)According to Notice of Filing Management Arrangements for Domestic CompaniesSeeking Offering and Listing in Overseas Market,since new regulations came into effect(which is 31st March,2023),domestic companies thathave submitted application to overseas market other than where it has offe

201、red and listed,but do not get approval from overseas regulator or stockexchanges yet,shall file with CSRC before offering and listing procedures are completed.We are listing in overseas OTC market and not transferring Offering and Listing from Overseas OTC Market to Overseas Stock Exchangecurrently.

202、According to the CSRC Guidelines of Regulatory Rules,we are not subjected to the Trial Administrative Measures of OverseasSecurities Offering and Listing by Domestic Companies,or the Trial Measures,which became effective on March 31,2023.8 SUMMARY OF THE OFFERING The following is a summary of the sh

203、ares being offered by the selling shareholders:Common stock offered by selling shareholdersUp to 10,000,000 shares of common stock.This represents an aggregate of13%of our outstanding common stock.(1)Common stock outstanding prior to the offering76,809,533 shares Common stock outstanding after the o

204、ffering76,809,533 shares Terms of the OfferingThe Selling Shareholders will determine when and how they will sell thecommon stock offered in this prospectus.as more fully provided in the Planof Distribution section.of this prospectus commencing Page 38 Use of proceedsWe are not selling any shares of

205、 the common stock covered by thisprospectus.As such,we will not receive any of the offering proceeds fromthe registration of the.shares of Common Stock covered by this prospectus.Risk factorsThe Common Stock offered hereby involves a high degree of risk andshould not be purchased by investors who ca

206、nnot afford the loss of theirentire investment.See“Risk Factors”beginning on page 10.OTC Pink Trading Symbol“AOAO”(1)Based on 76,809,533 shares of common stock outstanding as of September 30,2024 9 RISK FACTORS Investing in our common stock involves a high degree of risk.You should carefully conside

207、r the following risks,together with all of the otherinformation contained in this Registration Statement,including our consolidated financial statements and related notes,before making a decisionto invest in our common stock.Any of the following risks could have an adverse effect on our business,ope

208、rating results,financial condition andprospects,and could cause the trading price of our common stock to decline,which would cause you to lose all or part of your investment.Ourbusiness,operating results,financial condition and prospects could also be harmed by risks and uncertainties not currently

209、known to us or that wecurrently do not believe are material.We consider the following to be the material risks for an investor regarding our common stock.Our Company should be viewed as a high-risk investment and speculative in nature.An investment in our common stock may result in a complete loss o

210、f the invested amount.Aninvestment in our common stock is highly speculative,and should only be made by persons who can afford to lose their entire investment in us.You should carefully consider the following risk factors and other information in this Registration Statement before deciding to become

211、 a holderof our common stock.If any of the following risks actually occur,our business and financial results could be negatively affected to a significantextent.Risks Related to Our Business and Industry The Companys projects are concentrated in the South of China,in particular Guangdong Province,an

212、d any material change pertainingto Guangdong Province may materially and adversely affect the Companys business,results of operations and profitability The Company was founded and is based in Shenzhen City Guangdong Province,there were thirteen contracts under construction,all the projectslocated at

213、 Guangdong Province(that including twenty-one cities)during the year ended March 31,2023 and a new project located at GuangxiProvince during the year ended March 31,2024 The revenue derived from projects located in Guangdong Province during the year ended March31,2023.and the majority of the revenue

214、 derived from projects located in Guangdong Province and minority from Guangxi Province for the yearended March 31,2024.Given the Companys concentration in revenue from Guangdong Province,the Companys business is highly subject tothe economic conditions and government policies which affect the Compa

215、nys business,results of operations and profitability.The Companys business operates on a non-recurring and project by project basis,failure to obtain new projects,and uncertainties inachieving objective of annual output,could materially affect the Companys business and results of operations The Comp

216、anys business operates on a project-by-project basis,as such they are non-recurring in nature.The Company has planned the annualoutput(represents the value of completed telecommunication engineering services,including accepted and pending acceptance work,for thefiscal year.It does not represent expe

217、cted revenues.)and profits according to the projects under construction and coming projects(refer to theprojects that the Company anticipates opportunities to participate in bidding or tending in the future),in order for the Company to undertake newprojects,the Company must either participate in ope

218、n tendering to compete for project made available by potential customers or await customersto approach the Company to solicit its services.As such,given the non-recurring nature of the Companys projects,the Director believe that theCompanys future growth and success will depend on the Companys abili

219、ty to continue to secure projects.The Company cannot assure you thatit will be able to secure projects from the Companys existing or potential customers.In the event that there is a significant decrease in thenumber of projects or scale in terms of contract value of the projects awarded by the Compa

220、nys customers,the Companys business and resultsof operations may be materially and adversely affected.The Companys current revenue,which is on a non-recurring project basis and sales ofthird party product,is substantially less than our objective,and that substantial doubt exists regarding our abilit

221、y to continue as a going concern.We are heavily dependent on one supplier on the supply of our intelligent products,the loss of which could adversely affect our business,financial condition and results of operations We are heavily dependent on one supplier“Shenzhen JingMeiJing Technology Co.,Ltd”for

222、 the supply of our intelligent products.For the fiscalyears ended March 31,2024 and 2023,the supplier accounted for approximately 81%and nil of our total purchases respectively.We have purchased,and expect to continue to purchase products from the supplier under our purchase agreements with it.Our a

223、greement with thesupplier is valid for two years after the products acceptance is qualified.These agreements may be terminated or rescinded earlier by mutualagreements to terminate,or occurrence of force majeure.In the event that we are unable to purchase products upon early termination or expiratio

224、nof our agreement with the supplier,our business would be harmed.The unavailability of certain products,delays in the delivery of certain products or the delivery of products that does not meet our specificationscould impair our ability to meet customers orders.We are also subject to credit risk wit

225、h respect to our suppliers.If any such suppliers becomeinsolvent,an appointed trustee could potentially ignore the contracts we have in place with such party,resulting in increased charges or thetermination of the supply contracts.We may not be able to replace a supplier within a reasonable period o

226、f time,on as favorable terms or withoutdisruption to our operations.Any adverse changes to our relationships with suppliers could have a material adverse effect on our image,brandand reputation,as well as on our business,financial condition and results of operations.10 The Company had operating cash

227、 outflows for the years ended March 31,2024 and 2023,and the Companys cash flows may deterioratedue to potential mismatches in the time between receipt of payments from the Companys customers,and payments to the Companyssuppliers,which may impact its operating cash flow position The Company relies o

228、n its suppliers to provide the necessary labour and materials for its projects,and relies upon the cash inflow from itscustomers to meet the payment obligations towards its suppliers.The Companys cash inflows are dependent upon a variety of factors includingcertification by its customers and the pro

229、mpt settlement of its invoices.If such payment is delayed,the Company may be required to fund the costof works for a lengthy period of time until the Companys payment application is approved and paid for.As at March 31,2024 and 2023,theCompanys accounts payable,accrued and other payables amounted to

230、$5.66 million and$2.80 million respectively.Whereas for thecorresponding dates,the Companys account receivables amount to$9.75 million and$5.72 million respectively.Nevertheless,even if theCompanys customers settle such payments on time and in full,there can be no assurance that the Company would no

231、t experience any significantcash flow mismatch which would affect the Companys operating cash flow position as the Company may be required to provide prepaymentspursuant to the arrangement with its suppliers.For the years ended March 31,2023 and 2024,the Company would in certain circumstances,depend

232、ing on the scale of works required,provide its material suppliers with an advance payment of approximately 30%of the contract value asstipulated in the work order.Hence,if the Company undertakes a large number of projects,it would pose significant pressure on its cash flow andthe Company may record

233、net operating cash outflow.Failure to properly estimate the risks,time and cost involved in a project or delays in completion may lead to cost overruns and affect theCompanys financial conditions and profitability When determining the offer price for its projects,the Company generally adopts a cost-

234、plus pricing model after taking into account factorsincluding,the nature,scale,complexity and location of the relevant project,as well as the estimated material,labour and equipment cost.As such,whether the Company is able to achieve its target profitability in any project is significantly dependent

235、 on its ability to accurately estimate andcontrol these costs.The actual time taken and cost involved in implementing the Companys project may be adversely affected by a number offactors,such as shortage or cost escalation of materials and labor,adverse weather conditions,accidents,and any other unf

236、oreseen problems andcircumstances.As of the aforesaid factors may give rise to delays in completion of works or cost overruns,which in turn result in a lower profitmargin or even a loss for a project,thereby materially and adversely affecting the Companys financial condition,profitability or liquidi

237、ty.The Companys performance depends on prevailing market conditions and trends in the Telecommunications Infrastructure Servicesindustry,and Infrastructure Digitalisation Solution Services industry and in the overall state of economy in PRC All of the Companys operations are based in,and all of the

238、Companys revenue was derived from the PRC for the years ended March 31,2023and 2024,and the Directors expect the Companys business will continue to be based in the PRC.Accordingly,the Companys futureperformance depends on the prevailing market conditions and trends in the telecommunications industry

239、 in the PRC.The future growth and levelof profitability is likely to depend primarily upon the continued availability of large-scale projects,which will be determined by the interplay ofvarious factors.These factors include,in particular,the PRC governments policies and initiatives,the spending budg

240、ets and patterns of theCompanys customers,and the general conditions and prospects of the PRC economy.If the government authorities adopt regulations that placeadditional restrictions or burdens on the telecommunications industry,the Companys customers may be more conservative in their spendingbudge

241、ts,and the demand for Telecommunications Infrastructure Services and Infrastructure Digitalisation Solution Services in the PRC maydeteriorate,which in turn materially and adversely affect the Companys operations and profitability.In addition,the Companys performance andfinancial condition also depe

242、nd on the state of the economy in the PRC.If there is a downturn in the economy of the PRC,the Companys resultsof operations and financial position may be adversely affected.In addition to economic factors,social unrest or civil movements may also affectthe state of the economy in the PRC,and in suc

243、h cases,the Companys operations and financial position may also be adversely affected.The Company is exposed to claims arising from latent defects that may be caused by itself or its suppliers in the past,the discovery ofwhich may have material negative impact on the Companys reputation,business and

244、 results of operations The Company may face claims arising from latent defects that might be existing but not yet discovered or developed.Such possible latent defectsmay be caused by the Company itself or its suppliers in the past.If there are claims against the Company for such latent defects when

245、they arediscovered,the Company may be held primarily liable even if the defects are caused by its suppliers without the Companys fault.Further,due tothe passage of time,the Company may be unable to locate the relevant suppliers to hold them accountable,or to procure them to rectify the defect(if it

246、is rectifiable at all),or obtain compensation for any loss or damages caused by such defects.Latent defects may include use of materials notmeeting the specifications as stipulated in the relevant contracts,which may not be discovered despite the inspection and acceptance by thecustomers of the work

247、s prior to completion,and remain undiscovered for years after the completion of the relevant project.11 In the event that there are any significant claims against the Company by its customers or other party for any latent defects,the Companys resultsof operations and financial position may be materi

248、ally and adversely affected.Even if such latent defects do not involve any non-compliance withlaws or regulations,or breach of any contractual obligations on the Companys part,it may be required to rectify such defects or take preventiveor remedial measures,such as conducting reviews,tests or examin

249、ations on the works in the past,because of the negative publicity or to preventthe reputation of the Company from being negatively affected.As a result,the Companys operation,business and results of operations may bematerially and adversely affected.Legal and arbitration proceedings may arise and af

250、fect the Companys business,operations and financial results The Company may be subject to claims in respect of various matters from its customers,suppliers,workers and other parties concerned with theCompanys projects from time to time.Such claims may include claims for compensation for late complet

251、ion of works and delivery ofsubstandard works or,claims in respect of personal injuries and labour compensation in relation to the works,for which the Company may haveto incur costs to defend itself in legal and arbitration proceedings.If the Company is not successful in defending itself in any proc

252、eedings,it maybe liable to pay damages.Such payments may be significant,and if fall outside the scope and/or limit of the Companys insurance coverage ormonies retained from its labour suppliers,the Companys business operations and financial position may be adversely affected.Legal proceedings can be

253、 time-consuming,expensive,and may divert the Companys managements attention away from the operation of theCompanys business.Any claims or legal proceedings to which the Company may become a party in the future may have a material and adverseimpact on the Companys business.The Company also need to di

254、vert resources and incur extra costs to handle the aforementioned outstandingand potential claims,which could affect the Companys corporate image and reputation in the telecommunications industry if they were publishedby the press.If the aforementioned claims were successfully made against the Compa

255、ny,it would result in legal costs and damages to be paid tothe claimants,which in turn could materially and adversely affect the Companys revenue,results of operations and financial position.Our independent registered public accounting firm has expressed doubt about our ability to continue as a goin

256、g concern,which mayhinder our ability to obtain future financing.Our audited consolidated financial statements as of March 31,2024 and 2023 have been prepared under the assumption that we will continue as agoing concern.For the six months ended September 30,2024,we have incurred a net loss of$860,31

257、0 and net cash used in operating activities of$1,333,237.Our independent registered public accounting firm has issued a report that included an explanatory paragraph referring to ourrecurring losses from operations and net capital deficiency and expressing substantial doubt in our ability to continu

258、e as a going concern withoutadditional capital becoming available.Our ability to continue as a going concern is dependent upon our ability to obtain additional equity or debtfinancing,attain further operating efficiencies,collect the accounts receivable,reduce expenditures,and,ultimately,to generate

259、 revenue.Thefinancial statements do not include any adjustments that might result from the outcome of this uncertainty.12 We rely entirely on the operations of Shenzhen Zhongyun.Any successes or failures of Shenzhen Zhongyun will directly impact ourfinancial condition and may cause your investment t

260、o be either positively or negatively impacted.At present,we share the same business plan as,and rely entirely upon,Shenzhen Zhongyun.Any successes or failures of Shenzhen Zhongyunwill directly impact our financial condition and may cause your investment to be either positively or negatively impacted

261、.As such,in the eventthat the business of operations of Shenzhen Zhongyun were to fail,then our own business would,in turn,fail as well.We would be forced toeither drastically alter our business strategy,or we would likely cease operations entirely,which could result in the whole or partial loss of

262、anyinvestments made in the company.Competition from both large,established industry participants and new market entrants may negatively affect our current and futureresults of operations.The domestic competition in the electronic products trading and telecommunication engineering services is quite f

263、ierce.We may face thecompetition challenges in the industry,including price competition,advertising campaign,product introduction and increasing customer servicebusiness.If our competitive action has a significant impact on our competitors,it may provoke them against or respond to the action,includi

264、ngthe information on price,volume,competitive pattern and outsourcing cost,etc.There may be potential entrants in our industry,either a new enterprise or an enterprise originally engaged in other industries with a diversifiedbusiness strategy.Potential entrants will bring new production capacity and

265、 require a certain market share.The threat to the industry posed bypotential entrants depends on the barriers to entry in the industry and the strong reaction of existing enterprises after entering the new industry.Ifthe enterprises entering the industry are mature in size and technology,they may ne

266、gatively affect our current and future results of operations.We face increasingly intense competition in markets in which we operate.Some of our competitors may have greater financial,sales and marketing,research and development,manpower,or other resources than we do.Some new market entrants may acq

267、uire market share by leveraging existing business relationships and acquiring new technologies from thirdparties.Our competitors may also be more responsive to changes in technologies or customer requirements,or offer similar products or servicesat lower prices.All of the foregoing factors may inten

268、sify market competition,and we may face pressure in product and service pricing andcompetition for orders.Any adverse or unforeseeable change in our competitive environment may have a material and adverse effect on ourbusiness,prospects,results of operation and financial position.There are uncertain

269、ties regarding the interpretation and enforcement of PRC laws and regulations The Companys operating subsidiary is principally based in the PRC and is subject to the laws and regulations of the PRC.The PRC legal systemis based on statutory laws.Under this system,prior court decisions may be cited fo

270、r reference but do not have binding precedential effect.Since1979,the PRC government has been developing a comprehensive legal system and considerable progress has been made in the promulgation oflaws and regulations dealing with economic matters,such as corporate organization and governance,propert

271、y title,foreign investment,commerce,taxation and trade.As these laws and regulation are relatively new and evolving,and because of the limited volume of published casesand judicial interpretations,and the non-binding nature of prior court decisions,the interpretation and enforcement of these laws an

272、d regulationsinvolves some uncertainties.Such uncertainties may lead to difficulties in enforcing the Companys rights and in resolving disputes with anypersons and could result in unanticipated costs and liabilities.The success of our business relies heavily on brand image,reputation,and product qua

273、lity.It is important that we maintain and improve the image and reputation of our existing brands and products.Concerns about product quality,evenwhen unsubstantiated,could be harmful to our image and reputation of our brands and products.While we have quality control programs in place,in the event

274、we experienced an issue with product quality,we may experience recalls or liability in addition to business disruption which couldfurther negatively impact brand image and reputation and negatively affect our sales.Our brand image and reputation may also be more difficultto protect due to less overs

275、ight and control as a result of the outsourcing of some of our operations.We also could be exposed to lawsuits relatingto product liability or marketing or sales practices.Deterioration to our brand equity may be difficult to combat or reverse and could have amaterial effect on our business and fina

276、ncial results.13 Uncertainty about future market prices(interest rates,exchange rates,stock prices and commodity prices)can adversely affect ourbusiness.Market risks can be divided into interest rate risks,exchange rate risks,stock price risks and commodity price risks.These market factors maydirect

277、ly affect our production,or competitors,suppliers or consumers may indirectly affect our business.Our business model may be suppressedif substitutes emerge in the market for our products,which are other products that can achieve the same function.The threat of alternatives isthreefold:1.The competit

278、iveness of substitutes in price;2.Satisfaction with the quality and performance of substitutes;3.How easy it is for customers to switch to substitutes.At present,there is no substitute for the product itself,unless it is an industry substitute or a new technology emerges.For example,theemergence of

279、new energy vehicles or disruptive products.This will have a destructive effect on our sales We have historically relied,and expect to continue to rely,a large portion of our revenue was generated from our two major customers,and we do not have long-term contract with them.The loss of any of two majo

280、r customers could significantly harm our business,financial condition and results of operations.Our sales to two major customers accounted for 57%and 56%for the years ended March 31,2023 and 2024 respectively.Our sales to two majorcustomers accounted for 67%and 92%for the six months ended September

281、30,2023 and 2024 respectively.There is no assurance that we wouldbe able to increase the number of customers to reduce our reliance on our two major customers.We do not have long-term sales agreements orother contractual assurances as to future sales to our two major customers.The sales are generall

282、y concluded on an order-by-order basis underbusiness purchase order.The projects are generally concluded on the winning project.There is no assurance that our customers will continue to place orders to us;or their future orders will be at a comparative level or on similarterms as in prior years.It i

283、s uncertain that we would be able to retain our two major customers or solicit new customers to offset the impact fromany loss of such customers.Any reduction in revenue from our existing customers and/or any loss of our two major customers could have amaterial adverse effect on our profitability an

284、d financial performance.As a result,if we fail to successfully attract or retain new or existing twomajor customers or if existing two major customers run fewer products or services purchase with us,defer or cancel their insertion orders,orterminate their relationship with us altogether,whether thro

285、ugh the actions of their agency representatives or otherwise,our business,financialcondition and results of operations would be harmed.An increase in the cost of energy or the cost of environmental regulatory compliance could affect our profitability.The energy costs could continue to rise,which wou

286、ld result in higher transportation,freight and other operating costs.We may experiencesignificant future increases in the costs associated with environmental regulatory compliance,including fees,licenses and the cost of capitalimprovements to our operating facilities in order to meet environmental r

287、egulatory requirements.Future operating expenses and margins will bedependent on the ability to manage the impact of cost increases.We cannot guarantee that it will be able to pass along increased energy costs orincreased costs associated with environmental regulatory compliance to our customers thr

288、ough increased prices.The requirements of being a public company may strain our resources,divert our managements attention and affect our ability toattract and retain qualified board members.As a public company,we are subject to the reporting requirements of the Exchange Act and are required to comp

289、ly with the applicablerequirements of the Sarbanes-Oxley Act,and other applicable securities rules and regulations.Compliance with these rules and regulations haveincreased our legal and financial compliance costs,made some activities more difficult,time-consuming or costly and increased demand on o

290、ursystems and resources.Among other things,the Exchange Act requires that we file annual,quarterly and current reports with respect to ourbusiness and results of operations and maintain effective disclosure controls and procedures and internal controls over financial reporting.Inorder to maintain an

291、d,if required,improve our disclosure controls and procedures and internal controls over financial reporting to meet thisstandard,significant resources and management oversight may be required.As a result,managements attention may be diverted from otherbusiness concerns,which could harm our business

292、and results of operations.We may need to hire more employees to comply with theserequirements in the future,which will increase our costs and expenses.14 We may engage in acquisitions,investments or strategic alliances in the future,which could require significant management attentionand materially

293、and adversely affect our business and results of operations.We may identify strategic partners to form strategic alliances,invest in or acquire additional assets,technologies or businesses that arecomplementary to our existing business.These investments may involve minority stakes in other companies

294、,acquisitions of entire companies oracquisitions of selected assets.Any future strategic alliances,investments or acquisitions and the subsequent integration of the new assets and businesses obtained or developedfrom such transactions into our own may divert management from their primary responsibil

295、ities and subject us to additional liabilities.Inaddition,the costs of identifying and consummating investments and acquisitions may be significant.We may also incur costs and experienceuncertainties in completing necessary registrations and obtaining necessary approvals from relevant government aut

296、horities in China andelsewhere in the world.The costs and duration of integrating newly acquired assets and businesses could also materially exceed our expectations.Any such negative developments could have a material adverse effect on our business,financial condition,results of operations and cash

297、flow.We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting.We identified material weaknesses in our internal controls over financial reporting.A material weakness is a deficiency,or a combination ofdeficiencies,in internal cont

298、rol over financial reporting such that there is a reasonable possibility that a material misstatement of our financialstatements will not be prevented or detected on a timely basis.The material weaknesses identified include(i)the Company did not maintain a functioning independent audit committee and

299、 did not maintain anindependent board;(ii)the Company had inadequate segregation of duties;and(iii)the Company had an insufficient number of personnel with anappropriate level of U.S.GAAP knowledge and experience and ongoing training in the application of U.S.GAAP and SEC disclosurerequirements comm

300、ensurate with the Companys financial reporting requirements.As of this prospectus,we have engaged a finance consulting firm with U.S.GAAP expertise to train our finance team and enhance theirunderstanding of accounting standards and reporting practices.To address segregation of duties and improve ov

301、ersight,we have increasedstaffing in our finance department.We are also planning to establish an independent audit committee and are actively identifying qualified candidates with relevant expertise tooversee financial reporting and internal controls.Additionally,we intend to recruit a financial con

302、troller experienced in U.S.GAAP to strengthenfinancial management and ensure compliance with regulatory requirements.These initiatives will involve additional costs,including increased salaries and consulting fees.We anticipate fully addressing the identifiedmaterial weaknesses within approximately

303、one and a half years,contingent on the successful implementation of these measures and therecruitment of qualified personnel.If not remediated,our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reportingcould result in material miss

304、tatements in our financial statements and a failure to meet our reporting and financial obligations,each of whichcould have a material adverse effect on our financial condition and the trading price of our common stock.An occurrence of a natural disaster,widespread health epidemic or other outbreaks

305、,such as COVID-19,could have a material adverseeffect on the Companys business,financial condition and results of operations.The Companys business could be materially and adversely affected by natural disasters or the outbreak of a widespread health epidemic,such asswine flu,avian influenza,severe a

306、cute respiratory syndrome(SARS)or COVID-19.The occurrence of a natural disaster or a prolonged outbreakof an epidemic illness,or other adverse public health developments in the PRC could materially disrupt the Companys business and operations.In particular,the outbreak of COVID-19 which was first re

307、ported in late 2019 and spread within the PRC and globally,has caused significantdisruption in the economic activities.As the Companys operations,customers and suppliers are located in the PRC,the outbreak of COVID-19 inthe PRC may affect the telecommunications industry,and cause temporary suspensio

308、n of projects and shortage of labour,materials and equipmentand other services,which would severely disrupt the Companys operations and have a material adverse effect on the Companys business,financial condition and results of operations.The Companys operations could also be disrupted if any of its

309、employees or employees of theCompanys labour suppliers were suspected of contacting,or contacted an epidemic disease,since this could require the Company and its laboursuppliers to quarantine some,or all of these employees,and disinfect the works sites and facilities used for the Companys operations

310、.In addition,the Companys revenue and profitability could also be reduced to the extent if any natural disaster,health epidemic or other virus outbreak harmsthe overall economy in the PRC.These adverse impacts,if materialize and persist for a substantial period,may significantly and adversely affect

311、the Companys business operation and financial performance.Risks Related to Doing Business in China Certain judgments obtained against us by our officers and directors may not be enforceable We are a Wyoming corporation but most of our assets are and will be located outside of the United States.Almos

312、t all our operations areconducted in the PRC.In addition,all our officers and directors are the nationals and residents of a country other than the United States.Almostall of their assets are located outside the United States.As a result,it may be difficult for you to effect service of process withi

313、n the United Statesupon them.It may also be difficult for you to enforce in U.S.courts judgments on the civil liability provisions of the U.S.federal securities lawsagainst us and our officers and directors,since he or she is not a resident in the United States.In addition,there is uncertainty as to

314、 whether thecourts of the PRC or other jurisdictions would recognize or enforce judgments of U.S.courts.Introduction of new laws or changes to existing laws by the PRC government may adversely affect our business.The PRC legal system is a codified legal system made up of written laws,regulations,cir

315、culars,administrative directives and internal guidelines.Unlike common law jurisdictions like the U.S.,decided cases(which may be taken as reference)do not form part of the legal structure of thePRC and thus have no binding effect on subsequent cases with similar issues and fact patterns.Furthermore

316、,in line with its transformation from acentrally planned economy to a freer market-oriented economy,the PRC government is still in the process of developing a comprehensive set oflaws and regulations.As the legal system in the PRC is still evolving,laws and regulations or the interpretation of the s

317、ame may be subject tofurther changes.Such changes,if implemented,may adversely affect our business operations and may reduce our profitability.15 Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.The PRC legal sy

318、stem is a civil law system based on written statutes.Unlike the common law system,prior court decisions may be cited forreference but have limited precedential value.Our PRC subsidiaries are foreign-invested enterprises and are subject to laws and regulations applicable to foreign-invested enterpris

319、es as well asvarious Chinese laws and regulations generally applicable to companies incorporated in China.However,since these laws and regulations arerelatively new and the PRC legal system continues to rapidly evolve,the interpretations of many laws,regulations and rules are not alwaysuniform and e

320、nforcement of these laws,regulations and rules involves uncertainties.From time to time,we may have to resort to administrative and court proceedings to enforce our legal rights.However,since PRC administrativeand court authorities have significant discretion in interpreting and implementing statuto

321、ry and contractual terms,it may be more difficult toevaluate the outcome of administrative and court proceedings and the level of protection we enjoy than in more developed legal systems.Furthermore,the PRC legal system is based in part on government policies and internal rules,some of which are not

322、 published on a timely basisor at all,and which may have a retroactive effect.As a result,we may not be aware of our violation of any of these policies and rules untilsometime after the violation.Such uncertainties,including uncertainty over the scope and effect of our contractual,property(including

323、intellectual property)and procedural rights,and any failure to respond to changes in the regulatory environment in China could materially andadversely affect our business and impede our ability to continue our operations.Uncertainties exist with respect to the interpretation and implementation of th

324、e newly enacted PRC Foreign Investment Law and itsimplementing rules and how they may impact our business,financial condition and results of operations.The MOFCOM published a discussion draft of the proposed PRC Foreign Investment Law in January 2015,or the 2015 Draft FIL,according towhich,variable

325、interest entities that are controlled via contractual arrangements would also be deemed as foreign-invested entities,if they areultimately“controlled”by foreign investors.In March 2019,the PRC National Peoples Congress promulgated the PRC Foreign Investment Law,and in December 2019,the State Council

326、 promulgated the Implementing Rules of PRC Foreign Investment Law,or the Implementing Rules,tofurther clarify and elaborate the relevant provisions of the PRC Foreign Investment Law.The PRC Foreign Investment Law and theImplementing Rules both became effective from January 1,2020 and replaced the ma

327、jor previous laws and regulations governing foreigninvestments in the PRC.Pursuant to the PRC Foreign Investment Law,“foreign investments”refer to investment activities conducted by foreigninvestors(including foreign natural persons,foreign enterprises or other foreign organizations)directly or indi

328、rectly in the PRC,which includeany of the following circumstances:(i)foreign investors setting up foreign-invested enterprises in the PRC solely or jointly with other investors,(ii)foreign investors obtaining shares,equity interests,property portions or other similar rights and interests of enterpri

329、ses within the PRC,(iii)foreign investors investing in new projects in the PRC solely or jointly with other investors,and(iv)investment in other methods as specified inlaws,administrative regulations,or as stipulated by the State Council.The PRC Foreign Investment Law and the Implementing Rules do n

330、otintroduce the concept of“control”in determining whether a company would be considered as a foreign-invested enterprise,nor do they explicitlyprovide whether the VIE structure would be deemed as a method of foreign investment.However,the PRC Foreign Investment Law has a catch-all provision that inc

331、ludes into the definition of“foreign investments”made by foreign investors in China in other methods as specified in laws,administrative regulations,or as stipulated by the State Council,and as the PRC Foreign Investment Law and the Implementing Rules are newlyadopted and relevant government authori

332、ties may promulgate more laws,regulations or rules on the interpretation and implementation of the PRCForeign Investment Law,the possibility cannot be ruled out that the concept of“control”as stated in the 2015 Draft FIL may be embodied in,orthe VIE structure may be deemed as a method of foreign inv

333、estment by,any of such future laws,regulations and rules.Our current corporatestructure does not contain any VIE structures in the PRC and neither we nor any of our subsidiaries have any current intention establishing anyVIEs in the PRC in the future.As of the date of this prospectus,substantially all of our business is conducted by our PRC Subsidiaries,primarilyincluding Shenzhen Zhongyun Communi