ORGANIZATION AND BUSINESS | 1. ORGANIZATION AND BUSINESS Gushen, Inc., a Nevada corporation ( “we”, “us” or “the Company”) was incorporated under the laws of the State of Nevada on March 9, 2015. Reverse Merger On July 30, 2021, the Company and Dyckmanst Limited, a company organized under the laws of the British Virgin Islands (“Dyckmanst Limited”), and all shareholders of Dyckmanst Limited immediately prior to the closing (collectively, the “Dyckmanst Limited Shareholders”, each, a “Dyckmanst Limited Shareholder”) entered into a share exchange agreement (the “Share Exchange Agreement”), which closed on the same date. Pursuant to which the Company acquired 100% of the issued and outstanding equity securities of Dyckmanst Limited in exchange for 381,600,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) of the Company (the “Share Exchange”). Immediately prior to the closing of the Share Exchange, two existing holders of aggregated 30,000,000 shares of Series A preferred stock of the Company, par value $0.0001 per share (the “Preferred Stock”) delivered 29,000,000 shares of Preferred Stock to the Company for cancellation (“the “Cancellation of Certain Preferred Stock”), each Preferred Stock is convertible into 10 shares of Common Stock. As a result, immediately following the closing of the Share Exchange, there are 410,618,750 shares of Common Stock issued and outstanding and 1,000,000 shares of Preferred Stock issued and outstanding. Dyckmanst Limited Shareholders collectively control 90.72% voting power of the Company on as converted basis, with respect to all of the shares of common stock and preferred stock, voting as a single class, with each share of common stock entitles to 1 vote and each share of preferred stock entitles to 10 votes. The accompanying financial statements share and per share information has been retroactively adjusted to reflect the exchange ratio in the Merger. Under generally accepted accounting principles in the United States, (“U.S. GAAP”) because Dyckmanst’s former stockholders received the greater portion of the voting rights in the combined entity and Dyckmanst’s senior management represents all of the senior management of the combined entity, the Merger was accounted for as a recapitalization effected by a share exchange, wherein Dyckmanst is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of Dyckmanst, its wholly-owned subsidiaries and VIE, Beijing Zhuoxun Century Culture Communication Co., Ltd. (“Zhuoxun Beijing”), have been brought forward at their book value and no goodwill has been recognized. Accordingly, the assets and liabilities and the historical operations that are reflected in the Company’s consolidated financial statements are those of Dyckmanst, its wholly-owned subsidiaries and VIE and are recorded at their historical cost basis. Dyckmanst Limited, via the PRC affiliated entity Zhuoxun Beijing, engages in providing family education resources to promote all-around education onsite in local communities organized by its regional collaborative education agency and offering parents easy access to a wide variety of courses online through the application In February 2021, Fengyuan Beijing, Zhuoxun Beijing, and the shareholders of Zhuoxun Beijing entered into a series of contractual agreements for Zhuoxun Beijing to qualify as variable interest entity or VIE (the “ VIE Agreements Consulting Service Agreement Pursuant to the terms of the Exclusive Consulting and Service Agreement dated February 5, 2021, between Fengyuan Beijing and Zhuoxun Beijing (the “ Consulting Service Agreement The foregoing summary of the Consulting Service Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Consulting Service Agreement, which is filed as Exhibit 10.1 to this Form 8-K. Business Operation Agreement Pursuant to the terms of the Business Operation Agreement dated February 5, 2021, among Fengyuan Beijing, Zhuoxun Beijing and the shareholders of Zhuoxun Beijing (the “ Business Operation Agreement The foregoing summary of the Business Operation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Business Operation Agreement, which is filed as Exhibit 10.2 to this Form 8-K. Proxy Agreement Pursuant to the terms of the Proxy Agreements dated February 5, 2021, among Fengyuan Beijing, and the shareholders of Zhuoxun Beijing (each, the “ Proxy Agreement The foregoing summary of the Proxy Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the Proxy Agreements, which are filed as Exhibit 10.3 to this Form 8-K. Equity Disposal Agreement Pursuant to the terms of the Equity Disposal Agreement dated February 5, 2021, among Fengyuan Beijing, Zhuoxun Beijing, and the shareholders of Zhuoxun Beijing (the “ Equity Disposal Agreement Option” The foregoing summary of the Equity Disposal Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Equity Disposal Agreement, which is filed as Exhibit 10.4 to this Form 8-K. Equity Pledge Agreement Pursuant to the terms of the Equity Pledge Agreement dated February 5, 2021, among Fengyuan Beijing and the shareholders of Zhuoxun Beijing (the “ Pledge Agreement Agreement Agreements Based on these contractual arrangements, the Company consolidates the VIE in accordance with SEC Regulation S-X Rule 3A-02 and Accounting Standards Codification (“ASC”) topic 810 (“ASC 810”), Consolidation. The accompanying consolidated financial statements reflect the activities of each of the following entities: Name Background Ownership Dyckmanst Limited ● A British Virgin Islands company 100% ● Principal activities: Investment holding · Edeshler Limited ● A Hong Kong company 100% ● Principal activities: Investment holding Beijing Fengyuan Zhihui Education Technology Co., Ltd. ● A PRC limited liability company and deemed a wholly foreign-invested enterprise 100% ● Principal activities: Consultancy and information technology support Beijing Zhuoxun Century Culture Communication Co., Ltd. ● A PRC limited liability company VIE by contractual arrangements ● Incorporated on September 2, 2020 ● Principal activities: family education services via online and onsite classes Beijing Zhuoxun Education Technology Co., Ltd. ● A PRC limited liability company 70% owned by VIE ● Principal activities: promotion and support The following combined financial information of the Group’s VIEs as of June30, 2021 and September 30, 2020 and for the nine months ended June 30, 2021 and 2020 included in the accompanying consolidated financial statements of the Group was as follows: At At (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents $ 3,783,648 $ 6,980,581 Other monetary funds 644 3,392 Prepayment 769,307 550,347 Other receivables 118,372 1,955,087 Intercompany receivables 189,074 179,444 Due from related parties 73,805 110,047 Inventory 417,395 435,803 Total Current Assets 5,352,245 10,214,701 NON-CURRENT ASSETS Other long-term assets 3,816,881 5,342,843 Property, plant and equipment, net 253,119 241,421 Intangible Assets 75,866 79,580 Deferred tax asset 1,644,643 1,097,554 Total non-Current Assets 5,790,509 6,761,398 TOTAL ASSETS $ 11,142,754 $ 16,076,099 CURRENT LIABILITIES Accounts payable $ 2,828,520 $ 2,211,443 Advance from Customers 221,069 1,212,958 Amount due to related parties 1 1 Payroll Payable 840,312 685,695 Tax payable 5,885,826 5,621,517 Other payable 4,038 303 Total Current Liabilities 9,779,766 9,731,917 TOTAL LIABILITIES 9,779,766 9,731,917 For The Three Months Ended For The Nine Months Ended June 30, June 30, 2021 2020 2021 2020 REVENUE Training Revenue $ 33,050 $ 833,090 $ 1,312,870 $ 6,126,086 Mobile Phone Revenue 299 677 299 43,093 Other Revenue 20 - 1,003 - Total revenues $ 33,369 $ 833,767 $ 1,314,172 $ 6,169,179 NET (LOSS) INCOME (1,675,137 ) (410,733 ) (6,206,893 ) (2,589,170 ) For The Nine Months Ended 2021 2020 Net cash used in operating activities $ (3,488,115 ) $ (3,863,678 ) Net cash provided by (used in) investing activities (79,289 ) (15,734 ) Net cash provided by financing activities - - |