Zeta Network Group

Zeta Network Group is a Cayman Islands holding company whose operations now consist principally of cryptocurrency mining conducted through its wholly owned Hong Kong subsidiary, Model Queen, with the mining machines hosted in Kazakhstan, together with its digital asset holdings. The company's historical operations included construction management consulting services, which were conducted through CACM Group NY, Inc. and Color Star Technology Ohio Inc. The company's business is subject to the regulatory framework of the People's Republic of China, including the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, which came into effect on March 31, 2023. Under these measures, a PRC domestic company seeking to offer and list securities in overseas markets, whether directly or indirectly, must fulfill filing procedures with the China Securities Regulatory Commission. The company believes it is not required to obtain approval from or complete filing with the CSRC for its offerings, based on the facts that its operating subsidiaries are incorporated in Hong Kong and the United States, it does not maintain a PRC subsidiary or other registered PRC operating entity, it generated all of its revenue from businesses outside of China for the fiscal years ended June 30, 2026 and 2025, and its principal places of business and business activities are located outside China. However, there are substantial uncertainties as to the implementation and interpretation of these measures, and the CSRC may take a contrary view. If required to complete such filings, failure to comply may result in rectification, warnings, and a fine between RMB1 million and RMB10 million ¹, which could materially and adversely affect the company's business operations and financial outlook.

The company operates in the cryptocurrency mining industry, with its mining machines hosted in Kazakhstan. The company's digital asset holdings include SolvBTC, a 1:1 wrapped Bitcoin-backed token issued by Solv Protocol, and USDT, a stablecoin pegged to the U.S. dollar. The company's competitive positioning is not explicitly detailed in the filing, but its business model centers on cryptocurrency mining and digital asset holdings, with historical operations in construction management consulting services. The company's revenue for the fiscal year ended June 30, 2026 was generated from cryptocurrency mining and consulting services, with all revenue generated from businesses outside of China. The company's operations are subject to risks related to the regulatory environment in the PRC, including the potential for fines between RMB1 million and RMB10 million if it fails to comply with filing requirements under the Trial Measures.

The company generates revenue primarily from cryptocurrency mining and consulting services. For the fiscal year ended June 30, 2026, the company's revenue was derived from cryptocurrency mining and consulting services, with all revenue generated from businesses outside of China. The company's digital asset holdings include SolvBTC and USDT. The company's historical operations included construction management consulting services, which were conducted through CACM Group NY, Inc. and Color Star Technology Ohio Inc. The company's business model involves cryptocurrency mining through its wholly owned Hong Kong subsidiary, Model Queen, with mining machines hosted in Kazakhstan. The company's revenue mix includes recurring and transactional income, though specific breakdowns are not provided in the filing. The company's primary customer segments are not explicitly detailed, but its operations are focused on cryptocurrency mining and digital asset holdings.

The company's cryptocurrency mining operations are conducted through its wholly owned Hong Kong subsidiary, Model Queen, with mining machines hosted in Kazakhstan. The company's digital asset holdings include SolvBTC, a 1:1 wrapped Bitcoin-backed token issued by Solv Protocol, and USDT, a stablecoin pegged to the U.S. dollar. The company's historical operations included construction management consulting services, which were conducted through CACM Group NY, Inc. and Color Star Technology Ohio Inc. The company's revenue for the fiscal year ended June 30, 2026 was generated from cryptocurrency mining and consulting services. The company's operations are subject to risks related to the regulatory environment in the PRC, including the potential for fines between RMB1 million and RMB10 million if it fails to comply with filing requirements under the Trial Measures.

During the fiscal year ended June 30, 2026, the company had no assets and generated no revenue in the PRC, and no cash has been transferred in or out of the PRC. The company's subsidiaries have not declared or paid any dividends or other distributions to Zeta Network Group, and Zeta Network Group has not declared or paid any dividends or distributions to its shareholders or other investors. The company's Class A Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter markets under the Holding Foreign Companies Accountable Act if the PCAOB determines it is unable to inspect or investigate completely its auditors for two consecutive years beginning in 2021. The company's auditor, Assentsure PAC, is headquartered in Singapore and is a PCAOB-registered public accounting firm. The company's operations are subject to risks related to the regulatory environment in the PRC, including the potential for fines between RMB1 million and RMB10 million if it fails to comply with filing requirements under the Trial Measures.

The company's financial performance for the fiscal year ended June 30, 2026, is not explicitly detailed in the filing, but its revenue was generated from cryptocurrency mining and consulting services. The company's operations are subject to risks related to the regulatory environment in the PRC, including the potential for fines between RMB1 million and RMB10 million if it fails to comply with filing requirements under the Trial Measures. The company's Class A Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter markets under the Holding Foreign Companies Accountable Act if the PCAOB determines it is unable to inspect or investigate completely its auditors for two consecutive years beginning in 2021. The company's auditor, Assentsure PAC, is headquartered in Singapore and is a PCAOB-registered public accounting firm.

The company's growth vectors include its cryptocurrency mining operations through its wholly owned Hong Kong subsidiary, Model Queen, with mining machines hosted in Kazakhstan. The company's digital asset holdings include SolvBTC, a 1:1 wrapped Bitcoin-backed token issued by Solv Protocol, and USDT, a stablecoin pegged to the U.S. dollar. The company's historical operations included construction management consulting services, which were conducted through CACM Group NY, Inc. and Color Star Technology Ohio Inc. The company's revenue for the fiscal year ended June 30, 2026 was generated from cryptocurrency mining and consulting services. The company's operations are subject to risks related to the regulatory environment in the PRC, including the potential for fines between RMB1 million and RMB10 million if it fails to comply with filing requirements under the Trial Measures.

The company's margin and cost outlook is not explicitly detailed in the filing, but its operations are subject to risks related to the regulatory environment in the PRC, including the potential for fines between RMB1 million and RMB10 million if it fails to comply with filing requirements under the Trial Measures. The company's Class A Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter markets under the Holding Foreign Companies Accountable Act if the PCAOB determines it is unable to inspect or investigate completely its auditors for two consecutive years beginning in 2021. The company's auditor, Assentsure PAC, is headquartered in Singapore and is a PCAOB-registered public accounting firm.

The company's operational outlook includes its cryptocurrency mining operations through its wholly owned Hong Kong subsidiary, Model Queen, with mining machines hosted in Kazakhstan. The company's digital asset holdings include SolvBTC, a 1:1 wrapped Bitcoin-backed token issued by Solv Protocol, and USDT, a stablecoin pegged to the U.S. dollar. The company's historical operations included construction management consulting services, which were conducted through CACM Group NY, Inc. and Color Star Technology Ohio Inc. The company's revenue for the fiscal year ended June 30, 2026 was generated from cryptocurrency mining and consulting services. The company's operations are subject to risks related to the regulatory environment in the PRC, including the potential for fines between RMB1 million and RMB10 million if it fails to comply with filing requirements under the Trial Measures.

The company's capital allocation strategy is not explicitly detailed in the filing, but its operations are subject to risks related to the regulatory environment in the PRC, including the potential for fines between RMB1 million and RMB10 million if it fails to comply with filing requirements under the Trial Measures. The company's Class A Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter markets under the Holding Foreign Companies Accountable Act if the PCAOB determines it is unable to inspect or investigate completely its auditors for two consecutive years beginning in 2021. The company's auditor, Assentsure PAC, is headquartered in Singapore and is a PCAOB-registered public accounting firm.

The company's headwinds and constraints include the regulatory environment in the PRC, including the potential for fines between RMB1 million and RMB10 million if it fails to comply with filing requirements under the Trial Measures. The company's Class A Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter markets under the Holding Foreign Companies Accountable Act if the PCAOB determines it is unable to inspect or investigate completely its auditors for two consecutive years beginning in 2021. The company's auditor, Assentsure PAC, is headquartered in Singapore and is a PCAOB-registered public accounting firm.

The company faces material risks related to its operations in the PRC regulatory environment, including the potential for fines between RMB1 million and RMB10 million if it fails to comply with filing requirements under the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies. The company's Class A Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter markets under the Holding Foreign Companies Accountable Act if the PCAOB determines it is unable to inspect or investigate completely its auditors for two consecutive years beginning in 2021. The company's auditor, Assentsure PAC, is headquartered in Singapore and is a PCAOB-registered public accounting firm. The company's operations are subject to risks related to its cryptocurrency mining activities, including the hosting of mining machines in Kazakhstan and its digital asset holdings, including SolvBTC and USDT.

Management's message to shareholders emphasizes the company's operations in cryptocurrency mining through its wholly owned Hong Kong subsidiary, Model Queen, with mining machines hosted in Kazakhstan, and its digital asset holdings, including SolvBTC and USDT. The company's historical operations included construction management consulting services, which were conducted through CACM Group NY, Inc. and Color Star Technology Ohio Inc. The company's revenue for the fiscal year ended June 30, 2026 was generated from cryptocurrency mining and consulting services. The company's operations are subject to risks related to the regulatory environment in the PRC, including the potential for fines between RMB1 million and RMB10 million if it fails to comply with filing requirements under the Trial Measures. The company's Class A Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter markets under the Holding Foreign Companies Accountable Act if the PCAOB determines it is unable to inspect or investigate completely its auditors for two consecutive years beginning in 2021. The company's auditor, Assentsure PAC, is headquartered in Singapore and is a PCAOB-registered public accounting firm.