ORGANIZATION AND BUSINESS | 1. ORGANIZATION AND BUSINESS Gushen, Inc. (the “Company”) was incorporated on March 9, 2015, in the state of Nevada. On July 30, 2021, the Company, and Dyckmanst Limited, a company organized under the laws of the British Virgin Islands (“ Dyckmanst Limited Dyckmanst Limited Shareholders Dyckmanst Limited Shareholder Share Exchange Agreement Common Stock Share Exchange Preferred Stock Cancellation of Certain Preferred Stock 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 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 was filed as Exhibit 10.2 to the Form 8-K/A filed on August 6, 2021. 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 were filed as Exhibit 10.3 to the Form 8-K/A filed on August 6, 2021. 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 was filed as Exhibit 10.4 to the Form 8-K/A filed on August 6, 2021. 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 Holding Entity ● 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 ● Incorporated on September 2, 2020 arrangements ● 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 for the year ended September 30, 2021 and 2020 included in the accompanying consolidated financial statements of the Group was as follows: At At September 30, September 30, 2021 2020 CURRENT ASSETS Cash and cash equivalents $ 2,559,546 $ 6,980,581 Other monetary funds 506 3,392 Prepayment 618,325 550,347 Other receivables 183,900 1,955,087 Intercompany receivables 189,021 179,444 Due from related parties 51,276 110,047 Inventory 414,063 435,803 Total Current Assets 4,016,637 10,214,701 NON-CURRENT ASSETS Other long-term assets 798,518 5,342,843 Property, plant and equipment, net 217,365 241,421 Intangible assets 73,183 79,580 Deferred tax asset 1,922,113 1,097,554 Total non-Current Assets 3,011,179 6,761,398 TOTAL ASSETS $ 7,027,816 $ 16,976,099 CURRENT LIABILITIES Accounts payable $ 2,368,900 $ 2,211,443 Contract liability 170,430 1,212,958 Amount due to related parties 1 1 Payroll payable 843,237 685,695 Tax payable 5,918,303 5,621,517 Other payable 13,892 303 Total Current Liabilities 9,314,763 9,731,917 TOTAL LIABILITIES $ 9,314,763 $ 9,731,917 For The Years Ended September 30, 2021 2020 REVENUE Training Revenue $ 1,927,046 $ 8,155,629 Mobile Phone Revenue 299 43,648 Other Revenue 1,111 - Total revenues 1,928,456 8,199,277 NET (LOSS) INCOME (9,839,516 ) (3,048,121 ) For The Years Ended September 30, 2021 2020 Net cash used in operating activities $ (4,691,776 ) $ (3,720,938 ) Net cash provided by (used in) investing activities (67,461 ) (29,260 ) Net cash provided by financing activities - - The following combined financial information of the Company and its subsidiaries as of for the year ended September 30, 2021 and 2020. At At September 30, September 30, 2021 2020 CURRENT ASSETS Cash and cash equivalents $ 99,570 $ 150,133 Other monetary funds Prepayment Other receivables 14,754 29,570 Intercompany receivables Due from related parties Inventory Total Current Assets 114,324 179,703 NON-CURRENT ASSETS Other long-term assets Property, plant and equipment, net Intangible assets Deferred tax asset Total non-Current Assets - TOTAL ASSETS $ 114,324 $ 179,703 CURRENT LIABILITIES Accounts payable $ $ Intercompany payable 189,021 179,447 Amount due to related parties 542 272 Payroll payable Tax payable Other payable Total Current Liabilities 189,563 179,719 TOTAL LIABILITIES $ 189,563 $ 179,719 For The Years Ended 2021 2020 REVENUE $ $ COST OF REVENUE GROSS PROFIT OPERATING EXPENSES Selling expenses 121 General and administrative expenses 75,125 143 Total Operating Expenses, net 75125 264 LOSS FROM OPERATIONS (75,125 ) (264 ) OTHER INCOME (EXPENSE), NET Interest income 487 252 Other income Other expense Total Other Income (Expense), net 487 252 NET (LOSS) INCOME BEFORE TAXES (74,638 ) (12 ) Income tax benefit (expense) NET LOSS (74,638 ) (12 ) Less: Net loss attributable to non-controlling interests NET LOSS ATTRIBUTE TO THE COMPANY’S SHAREHOLDERS (74,638 ) (12 ) OTHER COMPREHENSIVE INCOME (LOSS) Foreign currency translation adjustment (586 ) 1 COMPREHENSIVE LOSS $ (75,224 ) $ (11 ) Basic and diluted loss per share* $ 0 $ 0 Weighted average number of common shares outstanding – basic and diluted* 410,618,750 410,618,750 |