GCGJ 10-K & 10-Q changes, risk factors and insider trading

In addition, although not likely, the officers and directors of an acquisition candidate may resign upon completion of a combination with their business. The departure of a target’s key personnel could negatively impact on the operations and prospects of our post-combination business. The role of a a target’s key personnel upon the completion of the transaction cannot be ascertained at this time. Although we contemplate that certain certain or all members of a target’s management team may remain associated with the target following a change of control thereof, there there can be no assurance that all of such target’s management team will decide to remain in place. The loss of key personnel, either before or after a business combination and including management of either us or a combined entity could negatively impact on the operations and profitability of our business.

It is unlikely that our shareholders will be afforded the opportunity to evaluate and approve a proposed business combination. In most cases, business combinations do not require shareholder approval under applicable law, and our Articles of Incorporation and Bylaws do not afford our shareholders with the right to approve such a transaction. Further, Mr. Zhou, our Chief Executive Officer and sole director, owns the vast majority of our outstanding Common Stock. Accordingly, our shareholders will be relying almost exclusively on the judgement of our board of directorsdirector (“Board”) and Chief Executive Officer and any persons on whom they may rely with respect to a potential business combination. In order to develop and implement our business plan, may in the future hire lawyers, accountants, technical experts, appraisers, or other consultants to assist with determining the Company’s direction and consummating any transactions contemplated thereby. We may rely on such persons in making difficult decisions in connection with the Company’s future business and prospects. The selection of any such persons will be made by our Board, and any expenses incurred or decisions made based on any of the foregoing could prove to be adverse to the Company in hindsight, the result of which could be diminished value to our shareholders.

We are subject to laws and regulations enacted by federal, state, and local governments. In addition to SEC regulations, any business we acquire in the future may be subject to substantial legal or regulatory oversight and restrictions, which could hinder our growth and expend material amounts on compliance. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consumingtime-consuming and costly. Those laws and regulations and their interpretation and application by courts and administrative judges may also change from time to time, and any such changes could be unfavorable to us and could have a material adverse effect on our business, investments, and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could result in material defense or remedial costs and/or damages having a material adverse effect on our financial condition.

At the present time, we have relatively small-scale supply chain platform operations based on our market share in our product markets and other factors. We are not an operator with a dominant market position, and our operating activity cannot constitute an anti-monopoly behavior that abuses our dominant market position. We have not entered into monopoly agreements prohibited by the Anti-Monopoly Law with competing business operators. As of the date of the prospectus, we have not received a notification from the anti-monopoly regulatory authority requiring us to file the concentration of undertakings or received any related administrative penalties. We believe that we are in compliance with the currently effective PRC anti-monopoly laws in all material aspects. Nevertheless, if the PRC regulatory authorities identify any of our activities as monopolistic under the PRC Anti-Monopoly Law or the Anti-Monopoly Guidelines for the Internet Platform Economy Sector, we may be subject to investigations and administrative penalties, and therefore materially and adversely affect our financial conditions, operations and business prospects. If we are required to take any rectifying or remedial measures or are subject to any penalties, our reputation and business operations may be materially and adversely affected.

On December 28, 2021, the CAC, NDRC, and several other agencies jointly issued the final version of the Revised Measures for Cybersecurity Review, or the Revised Cybersecurity Measures, which took effect on February 15, 2022 and replaced the previously issued Revised Measures for Cybersecurity Review. Under the Revised Cybersecurity Measures, an “online platform operator” in possession of personal data of more than one million users must apply for a cybersecurity review if it intends to list its securities on a foreign stock exchange. The operators of critical information infrastructure purchasing network products and services, and the online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. Pursuant to the Revised Cybersecurity Measures, we don’t believe we will be subject to the cybersecurity review by the CAC, given that (i) our online platform business just start up, we possess personal information of a very small number of users (less than 100 users) in our business operations as of the date of this report, significantly less than the one million user threshold set for a data processing operator applying for listing on a foreign exchange that is required to pass such cybersecurity review; and (ii) data processed in our business does not have a bearing on national security and thus shall not be classified as core or important data by the authorities. We don’t believe that we are an Operator within the meaning of the Revised Cybersecurity Measures, nor do we control more than one million users’ personal information, and as such, we should not be required to apply for a cybersecurity review under the Revised Cybersecurity Measures.

We may not be fully informed of the identities of all our beneficial owners who are PRC residents. For example, because the investment in or trading of our shares will happen in an overseas public or secondary market where shares are often held with brokers in brokerage accounts, it is unlikely that we will know the identity of all of our beneficial owners who are PRC residents. Furthermore, we have no control over any of our future beneficial ownersowners, and we cannot assure you that such PRC residents will be able to complete the necessary approval and registration procedures required by the Individual Foreign Exchange Rules.

Since 2014, Chinese economic growth has been slowing down from double-digit GDP speed. The annual rate of growth declined from 7.3% in 2014 to 6.9% in 2015, to 6.7% in 2016, to 6.9% in 2017, to 6.6% in 2018, and to 6.1% in 2019, 2.3% in 2020, increased to 8.45% in 2021, then declined to 3.1% in 2022, increased to 5.4% in 2023 then declined to 5% both in 2024.2024 and 2025. Due to the impact of COVID-19, China’s economic growth rate in 2020 has slowed to 2.3%, its lowest level in years. While technology-based financial services companies have not been affected by the pandemic on the same level as companies in certain other industries, nevertheless the slow economic growth could adversely affect many of our target customers and partners, which in turn may adversely affect our financial condition and results of operations.

In the normal course of our business, we may make loans to our target PRC subsidiaries or may make additional capital contributions to our target PRC subsidiaries. Any loans to our wholly foreign-owned or holding subsidiaries in China, which are treated as foreign-invested enterprises (“FIEs”) under under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to our target FIE subsidiaries in China to finance their activities cannot exceed statutory limits and must be registered with SAFE. In addition, a foreign invested enterprise enterprise shall use its capital pursuant to the principle of authenticity and self-use within its business scope. The capital of a foreign invested invested enterprise shall not be used for the following purposes: (i) directly or indirectly used for payment beyond the business scope of the enterprises or the payment prohibited by relevant laws and regulations; (ii) directly or indirectly used for investment in securities or investments other than banks’ principal-secured products unless otherwise provided by relevant laws and regulations; (iii) granting of loans to non-affiliated enterprises, except where it is expressly permitted in the business license; and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate enterprises).

As a holding company, we may rely on dividends and other distributions from our potential PRC subsidiaries and WFOEs for cash requirements. If a WFOE incurs any debts, the instruments governing such debts may restrict its ability to pay dividends to us. In order for us to pay dividends or other distributions to our shareholders, including investors in any future offering, we will rely on payments from our subsidiaries. Cash or other assets may be transferred to us from our subsidiaries in the following manner: (i) funds from our operating subsidiaries to WFOEs may be remitted as services fees, dividends or other distributions; and (ii) WFOEs may make dividends or other distributions to us through our Hong Kongtarget subsidiaries.

Current PRC regulations permit Chinese operating subsidiaries to pay dividends to foreign parent companies only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our target subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of our target subsidiaries in China is also required to further set aside a portion of its after-tax profits to fund the employee employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. While the statutory statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings earnings of the respective companies, the reserve funds are not distributed as cash dividends except in the event of liquidation.

Cash dividends, if any, on our common stock will be paid in U.S. dollars. The PRC government also imposes restrictions on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. As such, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our target subsidiaries in the PRC incur any debts, the existence of debts evidenced by the debt instruments may significantly limit their ability to pay dividends or make other payments. If we are unable to receive earnings distributions from our operatingtarget subsidiaries in China, we would be unable to pay pay dividends on our shares.

We can give no assurance that we will declare dividends of any amount, at any rate or at all in the future. The declaration of future dividends, if any, will be at the discretion of our board of directorsdirector and will depend upon our future operations and earnings, capital requirements, general financial conditions, legal and contractual restrictions and other factors that our board of directors may deem relevant.

Future sales of substantial amounts of theour shares of our Common Stock by existing shareholders could adversely affect the price of our Common Stock.

Operating expenses of $26,585$37,396 and $22,947$26,585 for the years ended December 31, 20242025 and 2023,2024, respectively. There wereThey mainly consistconsisted of (i) professional fees such as audit fee,fee. financial consulting fee and service fee for annual renewal and corporate tax, and (ii) other general and administrative expenses such as application and annual fee of OCTID, edgar filing fee and stock agency’s maintenance fee. The increase was mainly derived from professional fees.fees and application and annual fee of OCTID.

The net loss of $26,585$37,396 and $22,947$26,585 for the years ended December 31, 20242025 and 2023,2024, respectively. The increase was mainly derived from the operating expenses of professional fees.fees and application and annual fee of OCTID.

Net cash used in operating activities for the year ended December 31, 20242025 was $18,495$36,136 as compared to net cash used in operating activities of $23,675$18,495 for the year ended December 31, 2023,2024, reflecting aan decreaseincrease of $5,180.$17,641. The decreaseincrease was primarily due to to higher accruals and other payables for professional fees.

For the three and six months ended MarchJune 31,30, 2026 and 2025, respectively

During the three months ended MarchJune 31,30, 2026 and 2025, the Company generated zero revenues, respectively. The operating expenses for the same periods were comprised of operating expenses of $11,932$8,894 and $894,$11,622, respectively, resulting in net losses of $11,932$8,894 and $894$11,622 for the three months ended MarchJune 31,30, 2026 and 2025, respectively. Our operating expenses consisted of mainly professional fees for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The increasedecrease in operating expenses was mainly due to the higherless professional fees.

Our total assets as of MarchJune 31,30, 2026 were $2,750.$0.

As of MarchJune 31,30, 2026, the Company had 3,870,600 shares of common stock issued and outstanding.

As of MarchJune 31,30, 2026, we had cash and cash equivalents of $0. The Company expects to obtain financing to meet our basic operating requirements for the next twelve months.

For the threesix months ended MarchJune 31,30, 2026, net cash used used in operating activities was $7,178,$10,678, compared to net cash used in operating activities of $0$500 for the threesix months ended MarchJune 31,30, 2025. 2025. Such increase was primarily attributable to the ongoing amortization of OTCID annual fees, fee, as well as payments related to EDGAR filing services and transfer agency expenses.

For the threesix months ended MarchJune 31,30, 2026 and 2025, net net cash used in investing activities was $0 and $0, respectively.

For the threesix months ended MarchJune 31,30, 2026, net cash provided provided by financing activities was $7,178,$10,678, compared to the net cash provided by financing activities of $0$500 for the threesix months ended June 30, March 31, 2025. Such increase was due to more funds advanced from the non-related party, for the Company's Company's operating use.