WESTERN LUCRATIVE ENTERPRISES, INC.

On January 31, 2018, Wenjian Liu, as buyer, entered into a stock purchase agreement (the “SPA”) with Dempsey Mork, Tonbridge, LLC and Magellan Capital Corp. 401K Profit Sharing Plan, as sellers. Pursuant to the SPA, on February 12, 2018, Wenjian Liu purchased 169,300 shares of WLUC’s common stock for a total purchase price of $325,000 in cash, and as a result, became a controlling shareholder of WLUC.

On June 1, 2018, WLUC entered into an Agreement and Plan of Merger (“Merger Agreement”) with Zhong Ya, pursuant to which, WLUC merged with and into Zhong Ya (the “Merger”) and the separate existence of WLUC ceased and Zhang Ya survived the Merger and continues to be governed by the laws of the State of Nevada. Upon completion of the Merger, each one hundred (100) shares of WLUC’s common stock, par value $0.001 per share, issued and outstanding immediately prior to the effective time of the Merger were converted into one (1) share of Common Stock of Zhang Ya (“Zhong Ya Shares”). Any fractional Zhong Ya Share a shareholder would have received was rounded up and an additional whole Zhong Ya Share was issued for such fractional Zhong Ya Share. This report gives retroactive effect to the share exchange.

The Company’s current business plan is to seek new business opportunities or to engage in a business combination with another company. The analysis of new business opportunities will be undertaken by or under the supervision of the management of the Company. As of the date of this report, the Company has not entered into any definitive agreement with any party, nor has there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. There can be no assurance that the Company will be able to identify and acquire any business entity. The Company’s search for a business combination, and any target business with which the Company ultimately consummates a business combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic, which has resulted in a widespread health crisis that has adversely affected and will continue to affect the economies and financial markets worldwide, and the business of any potential target business with which the Company consummates a business combination could be materially and adversely affected. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, the Company’s ability to consummate a business combination, or the operations of a target business with which the Company ultimately consummates a business combination, may be materially adversely affected. Even if the Company successfully acquires a business entity, there is no assurance that the Company can generate revenue and become profitable.

We did not generate any revenue during the years ended December 31, 2019 and 2018 and do not expect to generate revenue for the foreseeable future. Our general and administrative expenses were primarily attributed to professional fees paid for legal and accounting services in connection with our public company reporting obligations. Our general and administrative expenses for the year ended December 31, 2019 was $35,294 compared to general and administrative expenses of $536,111 for the year ended December 31, 2018. The decrease in general and administrative expenses was because there was no share transfer recorded during 2019. As a result of the above, we had a net loss of $35,294 for the year ended December 31, 2019 compared to a net loss of $536,111 for the year ended December 31, 2018.

On December 22, 2017, the “Tax Cuts and Jobs Act” (the “Tax Act”) was enacted. Under the Tax Act, net operating losses (“NOL”) from tax years that began after December 31, 2017 do not expire, and prior NOLs expire after 20 years. Further, under the Tax Act, although the treatment of tax losses generated in taxable years ended before December 31, 2017 has generally not changed, tax losses generated in taxable years beginning after December 31, 2017 may offset no more than 80% of taxable income annually.