Asfiled with the Securities and Exchange Commission on May 11, 2023.

RegistrationNo. ______________

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OF 1933

SSHTS&T Group Ltd.

(Exactname of Registrant as specified in its charter)

46 Reeves Road, Pakuranga

Auckland, New Zealand, 2010

+61 405-223-877

(Name, address, telephone number of agent for service)

ZonghanWu

ChiefExecutive Officer

SSHTS&T Group Ltd.

46 Reeves Road, Pakuranga

Auckland,New Zealand, 2010

+61405-223-877

(Address and Telephone Number of Registrant’s Principal Executive Offices and Principal Place of Business)

Communication Copies to

JeffTurner

JDTLegal, PLLC

897W Baxter Dr.

South Jordan, UTAH 84095

Telephone:(801) 810-4465

Facsimile: (888) 920-1297

Email:jeff@jdt-legal.com

Approximatedate of proposed sale to the public: As soon as practicable and from time to time after the effective date of this Registration Statement.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933, check the following box. ☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.

Ifthis Form is a post-effective amendment filed pursuant to rule 462(c) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”in Rule 12b-2 of the Exchange Act. (Check one):

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

TheRegistrant hereby may amend this registration statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effectiveon such date as the Commission, acting pursuant to such Section 8(a), may determine.

Theinformation in this prospectus is not complete and may be changed without notice. The Selling Security Holders may not sell these securitiesuntil the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sellthese securities, and neither the Registrant nor the Selling Security Holders are soliciting offers to buy these securities, in any statewhere the offer or sale of these securities is not permitted.

SSHTS&T GROUP LTD.

100,000,000SHARES OF COMMON STOCK

Thisis a public offering of our common stock, a par value $0.001 per share. We are selling up to 100,000,000 shares of our common stock.

Thisoffering will terminate on the date which is 270 days from the effective date of this prospectus, although we may close the offeringon any date prior if the offering is fully subscribed to or upon the vote of our board of directors.

Wecurrently expect the public offering price of the shares we are offering to be $0.01 per share of our common stock.

TheCompany is quoted on the OTC Pink market and there is a limited established market for our stock. The offering price of the shares hasbeen determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other establishedcriteria for valuing a company. In determining the number of shares to be offered and the offering price, we took into considerationour capital structure and the amount of money we would need to implement our business plans. Accordingly, the offering price should notbe considered an indication of the actual value of our securities.

Investingin our common stock involves a high degree of risk. See “Risk Factors” for certain risks you should consider before purchasingany shares in this offering. This prospectus is not an offer to sell these securities and it is not the solicitation of an offerto buy these securities in any state where the offeror sale is not permitted.

Theoffering is being conducted on a self-underwritten, best efforts basis, which means our management will attempt to sell the shares beingoffered hereby on behalf of the Company. There is no underwriter for this offering.

Completionof this offering is not subject to us raising a minimum offering amount. We do not have an arrangement to place the proceeds from thisoffering in an escrow, trust, or similar account. Any funds raised from the offering will be immediately available to us for our immediateuse.

Weare an “emerging growth company” under the federal securities laws and will be subject to reduced public company reportingrequirements. Our common stock is quoted under the symbol “SSHT” on the OTC Markets (“OTC Pink”). On May 1,2023, the last reported sale price of our common stock was $0.5901.

Anypurchaser of common stock in the offering may be the only purchaser, given the lack of a minimum offering amount.

ThisOffering is highly speculative, and these securities involve a high degree of risk and should be considered only by persons who can affordthe loss of their entire investment. Neither the Securities and Exchange Commission nor any state securities commission has approvedor disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense.

TheCompany does not plan to use this offering prospectus before the effective date.

Thedate of this Prospectus is May 11, 2023.

ADDITIONALINFORMATION

Youshould rely only on the information contained or incorporated by reference in this prospectus and in any accompanying prospectus supplement.No one has been authorized to provide you with different information. The shares are not being offered in any jurisdiction where theoffer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as ofany date other than the date on the front of such documents.

TABLEOF CONTENTS

Thefollowing table of contents has been designed to help you find information contained in this prospectus. We encourage you to read theentire prospectus.

Pleaseread this Prospectus carefully and in its entirety. This Prospectus contains disclosure regarding our business, our financial conditionand results of operations and risk factors related to our business and our Common Stock, among other material disclosure items. We haveprepared this Prospectus so that you will have the information necessary to make an informed investment decision.

Youshould rely only on information contained in this Prospectus. We have not authorized any other person to provide you with different information.This Prospectus is not an offer to sell, nor is it seeking an offer to buy these securities in any state where the offer or sale is notpermitted. The Selling Stockholder may not sell the securities listed in this Prospectus until the Registration Statement filed withthe Securities and Exchange Commission is effective. The information in this Prospectus is complete and accurate as of the date on thefront cover, but the information may have changed since that date.

TheRegistration Statement containing this Prospectus, including the exhibits to the Registration Statement, provides additional informationabout us and our Common Stock offered under this Prospectus. The Registration Statement, including the exhibits and the documents incorporatedherein by reference, can be read on the Securities and Exchange Commission website or at the Securities and Exchange Commission officesmentioned under the heading “Where You Can Find More Information.”

RISKFACTORS

Theshares of our Common Stock being offered for resale by the Selling Shareholders are highly speculative in nature, involve a high degreeof risk and should be purchased only by persons who can afford to lose their entire amount invested in the Common Stock. Accordingly,prospective investors should carefully consider, along with other matters referred to herein, the following risk factors in evaluatingour business before purchasing any shares of Common Stocks. If any of the following risks actually occurs, our business, financial conditionor operating results could be materially adversely affected. In such a case, you may lose all or part of your investment. In additionto the risk factors described below, and some of which are part of our Form 10-12G/A filed with the SEC on November 9, 2022,you should carefully consider the risks and the other information in this Prospectus before investing in our Common Stock.

RisksRelated to Our Business

Wehave a limited operating history and are subject to the risks encountered by early-stage companies.

Ouroperating subsidiary, WFOE, has only been in business since June 26, 2019. We did not generate any revenue until the year endedDecember 31, 2021. As a start-up company, our business strategies and model are constantly being tested by the market and operatingresults, and we pursue to adjust our allocation of resources accordingly. As such, our business may be subject to significant fluctuationsin operating results in terms of amounts of revenues and percentages of total with respect to the business segments.

We are, and expect for the foreseeable future to be, subject to all the risks and uncertainties, inherent in a new business and in anindustry which is in the early stages of development in China. As a result, we must establish many functions necessary to operate a business,including expanding our managerial and administrative structure, assessing and implementing our marketing program, implementing financialsystems and controls and personnel recruitment. Accordingly, you should consider our prospects in light of the costs, uncertainties,delays and difficulties frequently encountered by companies with a limited operating history. These risks and challenges are, among otherthings:

Ourfuture growth will depend substantially on our ability to address these and the other risks described in this prospectus. If we do notsuccessfully address these risks, our business will be significantly harmed.

Ourhistorical financial results may not be indicative of our future performance.

Ournet loss was $ 76,831 for the year ended December 31, 2021, and increased to a net income of $437 for the year ended December 31,2022. However, our historical growth rate and the limited history of operations make it difficult to evaluate our prospects. We may notbe able to sustain our historically rapid growth or may not be able to grow our business at all.

Changes in the U.S. capital markets could make our services less attractive to our clients and adversely affect our business and financialcondition.

Ourconsulting services help our clients based in mainland China become public companies. We are expanding our consulting services to includeChinese domestic exchanges and the Hong Kong Stock Exchange, but currently, all our former and current clients have chosen to go publicin the U.S. We believe this is due to the more flexible rules provided by the U.S. OTC markets and exchanges than the Chinese domesticexchanges, as well as the attractive financing and growth opportunities the U.S. capital market, which has remained relatively stablecomparing to the Chinese capital market. As a result, our going public consulting business has flourished since its inception in 2021.However, changes in the U.S. capital markets could make our service less desirable to Chinese enterprise. For example, if the U.S. OTCmarkets and exchanges make their rules more stringent to Chinese enterprises, then fewer Chinese enterprises will be able to use ourconsulting services to go public in the U.S., and our business and financial condition will be adversely affected as a result.

Asevere or prolonged downturn in the global or Chinese economy could materially and adversely affect our business and our financial condition.

Althoughthe Chinese economy has grown steadily in the past decade, there is considerable uncertainty over the long-term effects of the expansionarymonetary and fiscal policies adopted by the People’s Bank of China and financial authorities of some of the world’s leadingeconomies, including the United States and China. There have also been concerns on the relationship among China and other western countries,which may result in or intensify potential conflicts in relation to territorial disputes. Economic conditions in China are sensitiveto global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economicgrowth rate in China. Any severe or prolonged slowdown in the global or Chinese economy may materially and adversely affect our business,results of operations and financial condition.

Increasingcompetition within our industry could have an impact on our business prospects.

Thefinancial consulting market is an industry where new competitors can easily enter since there are no significant barriers to entry. Competingcompanies may have significantly greater financial and other resources than we have and may offer services that are more attractive tocompanies seeking funds; increased competition would have a negative impact on both our revenues and our profit margins.

Ifwe fail to hire, train and retain qualified managerial and other employees, our business and results of operations could be materiallyand adversely affected.

Weplace substantial reliance on the consulting and financial service industry experience and knowledge of our chairman as well as theirrelationships with other industry participants. The loss of the services of chairman could hinder our ability to effectively manage ourbusiness and implement our growth strategies. Finding suitable replacements for our current chairman could be difficult, and competitionfor such personnel of similar experience is intense. If we fail to retain our chairman, our business and results of operations couldbe materially and adversely affected.

Sinceour Chairman will own at least 69.9% of our Common Stock following the sale of the offering, he will have the ability to elect directorsand approve matters requiring shareholder approval by way of resolution of members.

Mr.Zonghan Wu, our Chairman of the Board, is currently the beneficial owner of 87,300,000, or 79.4% of our outstanding Common Stock, Ifwe sell the offering number of Common Stock, Mr. Wu will have the right to vote 41.5% of the Common Stock. Mr. Wu is expected to havethe power to elect all directors and approve all matters requiring shareholder approval without the votes of any other shareholder. Heis expected to have significant influence over a decision to enter into any corporate transaction and has the ability to prevent anytransaction that requires the approval of shareholders, regardless of whether or not our other shareholders believe that such transactionis in our best interests. Such concentration of voting power could have the effect of delaying, deterring, or preventing a change ofcontrol or other business combination, which could, in turn, have an adverse effect on the market price of our Common Stock or preventour shareholders from realizing a premium over the then-prevailing market price for their Common Stock

RisksRelating to Doing Business in China

Thereare significant uncertainties under the Draft Foreign Investment Law relating to the status of businesses in China controlled by foreigninvested entities primarily through contractual arrangements, such as our business.

OnJanuary 19, 2015, MOFCOM published a draft of the PRC Law on Foreign Investment (Draft for Comment), or the Draft ForeignInvestment Law. At the same time, MOFCOM published an accompanying explanatory note of the Draft Foreign Investment Law, or theExplanatory Note, which contains important information about the Draft Foreign Investment Law, including its drafting philosophy andprinciples, main content, plans to transition to the new legal regime and treatment of business in China controlled by foreigninvested enterprises, or FIEs, primarily through contractual arrangements. The Draft Foreign Investment Law utilizes the concept of“actual control” for determining whether an entity is considered to be a foreign-invested enterprise, and defines“control” broadly to include, among other things, voting or board control through contractual arrangements.

TheDraft Foreign Investment Law proposes significant changes to the PRC foreign investment legal regime and may have a material impact onChinese companies listed or to be listed overseas. The Draft Foreign Investment Law would regulate FIEs the same way as PRC domesticentities, except for those FIEs that operate in industries deemed to be either “restricted” or “prohibited” ina “negative list.” The Draft Foreign Investment Law also provides that only FIEs operating in industries on the negativelist will require entry clearance and other approvals that are not required of PRC domestic entities. As a result of the entry clearanceand approvals, certain FIE’s operating in industries on the negative list may not be able to continue to conduct their operationsthrough contractual arrangements. The Draft Foreign Investment Law also provides that entities established in China but controlled byforeign investors will be treated as FIEs, while entities set up outside of China which are controlled by PRC persons or entities, wouldbe treated as domestic entities after completion of market entry procedures. The MOFCOM, and the National Development and Reform Commission,or NDRC, promulgated the Catalogue of Industries for Guiding Foreign Investment, or the Catalogue, as amended on March 10, 2015,which came into effect on April 10, 2015, and as further amended on June 28, 2018 and came into effect on July 28, 2018(the “2018 Catalogue”). According to the 2018 Catalogue, financial consulting services sector in which the Company is currentlyengaged in business operations, are not deemed to be either “restricted” or “prohibited” in a “negativelist.” However, the MOFCOM and NDRC publish new Catalogues from time to time that may change the scope of the “negative list,”and as such it is uncertain whether future Catalogues may re-classify financial consulting services sector in the “negative list.”

Thereis substantial uncertainty regarding the Draft Foreign Investment Law, including, among others, what the actual content of the law willbe as well as the adoption and effective date of the final form of the law. As a result, we cannot assure you that the new Foreign InvestmentLaw, when it becomes effective, will not have a material and adverse effect on our ability to conduct our business.

TheDraft Foreign Investment Law, if enacted as proposed, may also materially impact our corporate governance practice and increase our compliancecosts. For instance, the Draft Foreign Investment Law imposes stringent ad hoc and periodic information reporting requirements on bothforeign investors and the FIE subject to the law. Aside from an investment implementation report and an investment amendment report thatare required for each investment and alteration of investment specifics, an annual report is mandatory, and large foreign investors meetingcertain criteria are required to report on a quarterly basis. Any company found to be noncompliant with these information reporting obligationsmay potentially be subject to fines and/or administrative or criminal liabilities, and the persons directly responsible may be subjectto criminal liabilities.

Changesin the policies of the PRC government could have a significant impact upon our ability to operate profitably in the PRC.

Currently,we conduct all of our operations and all of our revenue is generated in the PRC. Accordingly, economic, political and legal developmentsin the PRC will significantly affect our business, financial condition, results of operations and prospects. Policies of the PRC governmentcan have significant effects on economic conditions in the PRC and the ability of businesses to operate profitably. Our ability to operateprofitably in the PRC may be adversely affected by changes in policies by the PRC government, including changes in laws, regulationsor their interpretation that may affect our ability to operate as currently contemplated.

Becauseour business is dependent upon government policies that encourage a market-based economy, changes in the political or economic climatein the PRC may impair our ability to operate profitably, if at all.

Althoughthe PRC government has been pursuing a number of economic reform policies for more than two decades, the PRC government continues toexercise significant control over economic growth in the PRC. Because of the nature of our business, we are dependent upon the PRC governmentpursuing policies that encourage private ownership of businesses. Restrictions on private ownership of businesses would affect the securitiesbusiness in general and businesses using real estate services in particular. We cannot assure you that the PRC government will pursuepolicies favoring a market-oriented economy or that existing policies will not be significantly altered, especially in the event of achange in leadership, social or political disruption, or other circumstances affecting political, economic and social life in the PRC.

PRClaws and regulations governing our current business operations are sometimes vague and uncertain and any changes in such laws and regulationsmay impair our ability to operate profitably.

Thereare substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to,the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances.The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcementmay involve substantial uncertainty. The effectiveness and interpretation of newly enacted laws or regulations, including amendmentsto existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequentlyadopted or interpreted in a manner different from our understanding of these laws and regulations. New laws and regulations that affectexisting and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existingor new PRC laws or regulations may have on our business.

Becauseour business is conducted in RMB and the price of our Common Stock is quoted in United States dollars, changes in currency conversionrates may affect the value of your investments.

Ourbusiness is conducted in the PRC, our books and records are maintained in RMB, which is the currency of the PRC, and the financial statementsthat we file with the SEC and provide to our shareholders are presented in United States dollars. Changes in the exchange rate betweenthe RMB and dollar affect the value of our assets and the results of our operations in United States dollars. The value of the RMB againstthe United States dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s politicaland economic conditions and perceived changes in the economy of the PRC and the United States. Any significant revaluation of the RMBmay materially and adversely affect our cash flows, revenue and financial condition. Further, our Common Stock offered by this prospectusare denominated in United States dollars, we will need to convert the net proceeds we receive into RMB in order to use the funds forour business. Changes in the conversion rate between the United States dollar and the RMB will affect that amount of proceeds we willhave available for our business.

RisksRelated to Our Common Stock

Oursecurities are “Penny Stock” and subject to specific rules governing their sale to investors.

UnderSEC Rule 15g-9 we are a “penny stock,” which is defined as any equity security that has a market price of less than$5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involvinga penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks;and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity ofthe penny stock to be purchased.

Toapprove a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investmentexperience objectives of the person; and make a reasonable determination that the transactions in penny stocks are suitable for thatperson and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactionsin penny stocks.

Thebroker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating tothe penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination;and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally,brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it moredifficult for Company’s shareholders to sell shares of our common stock.

Disclosurealso has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissionspayable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remediesavailable to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recentprice information for the penny stock held in the account and information on the limited market in penny stocks.

Becausewe became public by means of a merger, we may not be able to attract the attention of major brokerage firms.

Additionalrisks may exist since we became public through a merger with a publicly traded company. Securities analysts of major brokerage firmsmay not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our common stock. No assurancecan be given that brokerage firms will want to conduct any secondary offerings on our behalf in the future.

Compliancewith the reporting requirements of federal securities laws can be expensive.

Wewill become a fully reporting company upon the effectiveness of this offering and will be subject to the information and reporting requirementsof the Exchange Act and other federal securities laws and the compliance obligations of the Sarbanes-Oxley Act. The costs of preparingand filing annual and quarterly reports and other information with the SEC and furnishing audited reports to stockholders are substantial.

Applicableregulatory requirements, including those contained in and issued under the Sarbanes-Oxley Act of 2002, may make it difficult for us toretain or attract qualified officers and directors, which could adversely affect the management of our business and our ability to obtainor retain listing of our common stock.

Asa fully reporting company under Section 13 of the Exchange Act, we may be unable to attract and retain those qualified officers,directors and members of board committees required to provide for effective management because of the rules and regulations that governpublicly held companies, including, but not limited to, certifications by principal executive officers. The enactment of the Sarbanes-OxleyAct has resulted in the issuance of a series of related rules and regulations and the strengthening of existing rules and regulationsby the SEC, as well as the adoption of new and more stringent rules by the stock exchanges. The perceived increased personal risk associatedwith these changes may deter qualified individuals from accepting roles as directors and executive officers.

Further,some of these changes heighten the requirements for board or committee membership, particularly with respect to an individual’sindependence from the corporation and level of experience in finance and accounting matters. We may have difficulty attracting and retainingdirectors with the requisite qualifications. If we are unable to attract and retain qualified officers and directors, the managementof our business and its ability to obtain or retain listing of our shares of common stock on any stock exchange (assuming we elect toseek and are successful in obtaining such listing) could be adversely affected.

Ifwe fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or detectfraud. Consequently, investors could lose confidence in our financial reporting and this may decrease the trading price of our stock.

Wemust maintain effective internal controls to provide reliable financial reports and detect fraud. We have been assessing our internalcontrols to identify areas that need improvement. Failure to identify and thereafter implement required changes to our internal controlsor any others that we identify as necessary to maintain an effective system of internal controls, if any, could harm our operating resultsand cause investors to lose confidence in our reported financial information. Any such loss of confidence would have a negative effecton the trading price of our stock.

Theprice of our common stock may become volatile, which could lead to losses by investors and costly securities litigation.

Thetrading price of our common stock is likely to be highly volatile and could fluctuate in response to factors such as:

Thestock market is subject to significant price and volume fluctuations. In the past, following periods of volatility in the market priceof a company’s securities, securities class action litigation has often been initiated against such a company. Litigation initiatedagainst us, whether or not successful, could result in substantial costs and diversion of its management’s attention and resources,which could harm our business and financial condition.

Ourcommon stock is controlled by insiders.

Ourofficers and directors beneficially own approximately 80% of our outstanding shares of common stock. Such concentrated control may adverselyaffect the price of our common stock. Investors who acquire common stock may have no effective voice in our management. Sales by ourinsiders or affiliates, along with any other market transactions, could negatively affect the market price of our common stock.

Ifwe do not meet the listing standards of a national securities exchange our investors’ ability to make transactions in our securitieswill be limited, and we will be subject to additional trading restrictions.

Oursecurities currently are traded over-the-counter on the OTC Pink and are not qualified tobe listed on a national securities exchange, such as NASDAQ. Accordingly, we face significant material adverse consequences, including:

TheNational Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating thesale of certain securities, which are referred to as “covered securities.” Since our Common Stock is traded on OTC Pink,our common stock is a covered security. Although the states are preempted from regulating the sale of our securities, the federal statuteallows the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, thenthe states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer traded over-the-counter,our common stock would not be a covered security and we would be subject to regulation in each state in which we offer our securities.

Becausewe do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will beyour sole source of gain.

Wehave never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, tofinance the growth and development of our business. In addition, the terms of any future debt agreements may preclude us from payingdividends. As a result, capital appreciation, if any, of our securities will be your sole source of gain for the foreseeable future.

CautionaryNote

Wehave sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent,any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors shouldcarefully consider all of such risk factors before making an investment decision with respect to our common stock.

CAUTIONARYSTATEMENT ON FORWARD-LOOKING STATEMENTS

Thisprospectus contains forward-looking statements. These statements relate to future events or our future financial performance. We haveattempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,”“continue,” “could,” “estimates,” “expects,” “intends,” “may,”“plans,” “potential,” “predicts,” “should” or “will” or the negative of theseterms or other comparable terminology.

Thesestatements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under“Risk Factors.” The following factors, among others, could cause our actual results and performance to differ materiallyfrom the results and performance projected in, or implied by, the forward-looking statements:

Thefollowing factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressedin the forward-looking statements:

Allforward-looking statements in this document are based on information currently available to us as of the date of this prospectus, andwe assume no obligation to update any forward-looking statements other than as required by law.

USEOF PROCEEDS

Becausethe offering is a best-efforts offering, we are presenting this information assuming that we sell 25%, 50%, 75%, and 100% of the sharesoffered hereby. For the purposes of this table, we used $0,01, the per-share offering price.

Weintend to use the net proceeds as follows:

Expansionof Company’s administrative offices, additional staffing in sales, marketing and support personnel, working capital and generalcorporate purposes.

Generaland administrative expenses pertain to operating expenses rather than to expenses that can be directly related to the production of anygoods or services, utilities, insurance and managerial salaries which may come at a later date.

Thisexpected use of the net proceeds from this offering and our existing cash, cash equivalents and short-term investments represent ourintentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantlydepending on numerous factors, including the progress of our development and commercialization efforts, the status of and results fromclinical trials, as well as any collaborations that we may enter into with third parties, and any unforeseen cash needs. As a result,our management will retain broad discretion over the allocation of the net proceeds from this offering. We have no current agreements,commitments or understandings for any material acquisitions or licenses of any products, businesses or technologies.

Ourmanagement will have broad discretion over the uses of the net proceeds from this offering. Pending these uses, we intend to invest thenet proceeds from this offering in a variety of capital preservation investments, including short-term, interest-bearing investment gradesecurities, money market accounts, certificates of deposit and direct or guaranteed obligations of the U.S. government.

DETERMINATIONOF OFFERING PRICE

Wecurrently expect the offering price to be $0,01 per share of our common stock for the shares of stock being offered by us pursuant tothis prospectus.

Theoffering price of the common stock has been arbitrarily determined by our board of directors and bears no relationship to any objectivecriterion of value. The price does not bear any relationship to the Company’s assets, book value, historical earnings or net worth.In determining the offering price, the board of directors considered such factors as the lack of recent trading prices of the commonstock, the board’s perception of our future prospects, past and anticipated operating results, present financial resources andthe likelihood of selling the shares of common stock offered hereby. Accordingly, the offering price should not be considered an indicationof the actual value of the Company or the common stock.

Asnoted above you should not consider the offering price as an indication of the value of our common stock. You should not assume or expectthat, after the offering, our shares of common stock will trade at or above the offering price in any given time period. Our stock isnot quoted on any major stock market. The market price of our common stock may decline during or after the offering, and you may notbe able to sell the underlying shares of our common stock purchased during the offering at a price equal to or greater than the offeringprice. You should obtain advice from your financial advisor before purchasing shares and make your own assessment of our business andfinancial condition, our prospects for the future, and the terms of the offering.

DILUTION

Theoffering price of the Shares of Common Stock being offered for sale pursuant to this Offering is substantially higher than the book valueper share of the Common Stock. Accordingly, investors purchasing the Shares pursuant to this Offering will experience an immediate andsignificant dilution in the book value per share of the Shares purchased. We may choose to raise additional capital due to market conditionsor strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent additionalcapital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in furtherdilution to our stockholders. See Management’s Discussion and Analysis—We may require additional capital to finance our operationsin the future, but that capital may not be available when it is needed and could be dilutive to existing stockholders and we can selladditional shares of common stock without consulting stockholders and without offering shares to existing stockholders, which would resultin dilution of stockholders’ interests in SSHT S&T Group Ltd. and could depress our stock price.

Theprice of the current offering is fixed at $0.01 per common share.

Assumingcompletion of the offering, there will be up to 209,903,473 common shares outstanding. The following table illustrates the per commonshare dilution that may be experienced by investors at various funding levels based on the Company’s net tangible book value of($57,804) as of December 31, 2022.

MARKETFOR REGISTRANT’S COMMON STOCK, DIVIDEND POLICY AND
RELATED STOCKHOLDER MATTERS

MarketInformation.

Ourcommon stock is qualified for quotation on the OTC Markets-OTC Pink under the symbol “SSHT”. Previously, our common stockwas quoted on the OTC Markets-OTC Pink, under the symbol “WDSL.” The following table sets forth the range of the high andlow bid prices per share of our common stock for each quarter of our fiscal year (based on a December 31 fiscal year end) as reportedin the over-the-counter markets. These quotations represent interdealer prices, without retail markup, markdown or commission, and maynot represent actual transactions. There currently is a minimal liquid trading market for our common stock. There can be no assurancethat a significant active trading market in our common stock will develop, or if such a market develops, that it will be sustained.

Theability of individual stockholders to trade their shares in a particular state may be subject to various rules and regulations of thatstate. A number of states require that an issuer’s securities be registered in their state or appropriately exempted from registrationbefore the securities are permitted to trade in that state. At present, we have no plans to register our securities in any particularstate. Further, our shares may be subject to the provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referredto as the “penny stock” rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(1)incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

TheSEC generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions.Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded ona national securities exchange meeting specified criteria set by the SEC; authorized for quotation on The NASDAQ Stock Market; issuedby a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuer’snet tangible assets; or exempted from the definition by the SEC. Broker-dealers who sell penny stocks to persons other than establishedcustomers and accredited investors (generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000 by an individual,or $300,000 together with his or her spouse), are subject to additional sales practice requirements.

Fortransactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securitiesand must have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transactioninvolving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure documentrelating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registeredrepresentative, and current quotations for the securities. Finally, monthly statements must be sent to clients disclosing recent priceinformation for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rulesmay restrict the ability of broker-dealers to trade and/or maintain a market in our common stock and may affect the ability of stockholdersto sell their shares.

Wehave not previously filed a registration statement under the Securities Act. Shares sold pursuant to exemptions from registration aredeemed to be “restricted” securities as defined by the Securities Act. As of April 10, 2023, out of a total of 1,000,000,000shares authorized, 109,903,473 shares are issued as restricted securities and can only be sold or otherwise transferred pursuant to aregistration statement under the Securities Act or pursuant to an available exemption from registration. Of such restricted shares, 87,300,000(79.4%) shares are held by affiliates (directors, officers and 10% holders), with the balance of 22,603,473 (20.6%) shares being heldby non-affiliates.

Ingeneral, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who has beneficially owned restrictedshares of a reporting company for at least six months, including any person who may be deemed to be an “affiliate” of thecompany (as the term “affiliate” is defined under the Securities Act), is entitled to sell, within any three-month period,an amount of shares that does not exceed the greater of (i) the average weekly trading volume in the company’s common stock, asreported through the automated quotation system of a registered securities association, during the four calendar weeks preceding suchsale or (ii) 1% of the shares then outstanding. In order for a stockholder to rely on Rule 144, adequate current public informationwith respect to the company must be available. A person who is not deemed to be an affiliate of the company and has not been an affiliatefor the most recent three months, and who has held restricted shares for at least one year is entitled to sell such shares without regardto the various resale limitations under Rule 144. Under Rule 144, the requirements of paragraphs (c), (e), (f), and (h) ofsuch Rule do not apply to restricted securities sold for the account of a person who is not an affiliate of an issuer at the time ofthe sale and has not been an affiliate during the preceding three months, provided the securities have been beneficially owned by theseller for a period of at least one year prior to their sale. For the purposes of this registration statement, a controlling stockholderis considered to be a person who owns 10% or more of the company’s total outstanding shares, or is otherwise an affiliate of theCompany. No individual person owning shares that are considered to be not restricted owns more than 10% of the Company’s totaloutstanding shares.

Holders

Asof December 31, 2022, we had 331 shareholders of common stock per our transfer agent’s shareholder list.

Dividends

TheCompany has not paid any cash dividends to date and does not anticipate or contemplate paying any dividends in the foreseeable future.It is the present intention of management to utilize all available funds for the growth of the Registrant’s business.

EquityCompensation Plan Information

TheCompany has not yet adopted an equity compensation plan as of December 31, 2022, or subsequently through the filing of this registrationstatement.

Management’sDiscussion and Analysis of Financial Condition and
Results of Operation

Weare a consulting company offering financial consulting services to small and medium-sized enterprise customers in China. Our goal isto become a national financial consulting company with clients and offices throughout China. Since our inception in 2019, we have primarilyfocused on helping clients going public on the U.S. OTC markets and exchanges, but we are in the process of expanding our service tolisting clients on domestic exchanges in China as well as the Hong Kong Stock Exchange. In 2022, we entered into consulting agreementswith two enterprises, which became public companies in the U.S. by being quoted on the OTC market in 2022 under our guidance. As of thedate of this registration statement, all our clients are based in south-eastern region of China; however, we plan to expand our operationsthroughout China in the future. Our business expansion has benefited from the growing financial consultancy market in China, which isdriven by factors including rising financing activities, strong government support in terms of regulations and policies, and growingawareness of the importance of financial consultancy by more Chinese enterprises.

KeyFactors that Affect Operating Results

Webelieve the following key factors may affect our financial condition and results of operations:

Ourbusiness success depends on our ability to acquire customers effectively.

Ourability to increase our revenue largely depends on our ability to attract and engage potential customers. Our sales and marketing effortsinclude those related to customer acquisition and retention, and general marketing. We intend to continue to dedicate significant resourcesto our sales and marketing efforts and constantly seek to improve the effectiveness of these efforts to grow our revenues. Our customeracquisition channels primarily include our sales and marketing campaigns and existing customer referrals. In order to acquire customers,we have made significant efforts in building mutually beneficial long-term relationships with local governments, academic institutions,and local business associations. In addition, we also market our consulting services through social media, such as WeChat or Weibo. Ifany of our current customer acquisition channels becomes less effective, if we are unable to continue to use any of these channels, orif we are not successful in using new channels, we may not be able to attract new customers in a cost-effective manner or convert potentialcustomers into active customers or even lose our existing customers to our competitors. To the extent that our current customer acquisitionand retention efforts becomes less effective, our service revenue may be significantly impacted, which would have a significant adverseeffect on our revenues, financial condition and results of operations.

Ourconsulting business faces strong market competition.

Weare currently facing intense market competition. Some of our current or potential competitors have significantly more financial, technical,marketing and other resources than we do and may be able to devote greater resources to the development, promotion, and support of theircustomer acquisition and retention channels. Considering the low barriers to entry into the financial consulting industry, we expectmore players to enter this market and increase the level of competition. Our ability to differentiate our services from other competitorswill have a significant impact on our business growth in the future.

Changesin the PRC Regulatory Environment may impact our business and the results of operations.

Theregulatory environment for the financial consulting industry in China is evolving. Recently, many local governments have establishedvarious subsidization schemes and policies to stimulate and encourage local business enterprises to go public, this may stimulate thegrowth of more financial consulting firms to become new players given the low barrier of entry into the financial consulting industryas well. As more players enter the competition, PRC governmental authorities may publish and promulgate various new laws and rules toregulate the financial consulting marketplace. We have been closely tracking the development and implementation of new rules and regulationslikely to affect us. We will continue to ensure timely compliance with any new rules and regulations and believe that such timely complianceis essential to our growth. To the extent that we may be required to adapt our operations to new laws and regulations, our operatingcosts may increase, which will impact our profitability.

Sinceour inception until December 31, 2022, the close of our last full fiscal year, our revenue was mainly generated from our going publicconsulting services. We also generated a small portion of our revenue from back-office support, financial accounting, listing support,and support for mergers and acquisitions. We generated a total revenue of approximately US$330,525, for the fiscal years ended December 31,2022. The revenues generated from going public consulting services were around $300,000 for the fiscal years ended December 31,2022. Our net loss was $76,831 for the year ended December 31, 2021, and increased to a net income of $437 for the year ended December 31,2022.

Infiscal year 2022, we entered into consulting agreements with two enterprises, which became public companies in the U.S. through reversemerger transactions. by being quoted on the OTC market in 2022 under our guidance. In fiscal year 2021, we lacked internal resourcesto provide legal and accounting advisory services and had limited shell company identification channel. As a result, we had to outsourcesome of the services to third-party service providers to assist us by providing the consulting services we promised to our customers.As we accumulated more experiences in fiscal year 2022, we have brought many outsourced services in house to save costs in fiscal year2023.

Resultsof Operations

Yearended December 31, 2021, compared to the year ended December 31, 2021

Revenue

Duringthe year ended December 31, 2022, compared to the year ended December 31, 2021, the revenue increased by $330,525 due to theCompany’s acquisition of WHL and commencing operations through WFOE. The gross profit also increased by $330,525.

Thesignificant increase in gross profit was affected by the Company’s acquisition of WHL which brought existing operations and personneland by refocusing from being a provider of wireless data solutions to a provider of business advisory services.

Expenses

TheCompany experienced an increase in expenses during the period ended on December 31, 2022, compared to the period ended December 31,2022, due to significant increases in the general andadministrative expenses associated with its business advisory services.

Liquidityand Capital Resources

NetCash Provided by (Used in) Operating Activities

Netcash provided by (used in) operating activities for the years ended December 31, 2022, and 2021 was $(50,821) and $1,818, respectively.

Netcash used in operating activities during the year ended December 31, 2022 was due to net income of $437, which was decreased byamounts due to related parties of $(34,116), accounts payable and accrued liabilities in the amount of $(15,692), and accounts receivablein the amount of $(1,450). During the year ended December 31, 2021, net cash used in operating activities was comprised of net lossof $(76,831) offset by amounts due to related parties of $93,717, accounts payable and accrued liabilities in the amount of $(17,181),and accounts receivable in the amount of $2,113.

NetCash Provided by Financing Activities

Netcash provided by financing activities for the years ended December 31, 2022, and 2021 was $65,800 and $-, respectively. This wasthe result of common stock issued for cash of $65,800 and $- during the years ended December 31, 2022 and 2021, respectively.

Off-BalanceSheet Arrangements

Asof December 31, 2022, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current orfuture effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capitalexpenditures or capital resources that are material to investors.

GoingConcern

Theaccompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assetsand the satisfaction of liabilities in the normal course of business. The Company had an accumulated deficit of $(2,543,986) on December 31,2022, with an accumulated deficit of $(2,544,423) at December 31, 2021. The Company had net income attributable to the Company of$437 for the year ended December 31, 2022, and net loss attributable to the Company of $76,831 for the year ended December 31,2021. The Company’s ability to continue as a going concern is dependent upon its ability to generate positive cash flow from anoperating company, and/or raise capital through equity and debt financing or other means on desirable terms. If the Company is unableto obtain additional funds when they are required or if the funds cannot be obtained on favorable terms, management may be required torestructure the Company or cease operations. The consolidated financial statements do not include any adjustments that might result fromthe outcome of these uncertainties.

CriticalAccounting Policies

Wehave identified the policies in the attached financial statements as critical to our business operations and an understanding of ourresults of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accountingtreatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, withno need for management’s judgment in their application. The impact and any associated risks related to these policies on our businessoperations is discussed throughout Management’s Discussion and Analysis of Financial Condition and Results of Operation where suchpolicies affect our reported and expected financial results. Note that our preparation of the consolidated financial statements requiresus to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilitiesat the date of our consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Therecan be no assurance that actual results will not differ from those estimates. For more information, see “Note 2 – Summaryof Significant Accounting Policies” in the attached financial statements.

AdditionalCompany Matters

OnMarch 11, 2019, the 8^th District Court in the State of Nevada appointed Harry Zhang as custodian of the Company. Custodianshipwas discharged on September 8, 2021.

Wemay from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to our business.These matters may include product liability, employment, personal injury caused by our employees, and other general claims.

Weare not presently a party to any legal proceedings.

MANAGEMENTDIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Thefollowing table contains information with respect to our directors and executive officers. To the best of our knowledge, none of ourdirectors or executive officers have an arrangement or understanding with any other person pursuant to which he or she was selected asa director or officer. There are no family relationships between any of our directors or executive officers. Directors serve one-yearterms. Our executive officers are appointed by and serve at the pleasure of the Board of Directors.

ZonghanWu

Mr.Wu worked for Opus International Consultants as a Business Analyst in New Zealand from 2004 to 2007. He worked for Nestle as a CommercialAnalyst from 2008 to 2011. Currently he is Managing Director of Shanghai JAZ Management Consulting Co. Ltd in Shanghai. Mr. Wu is currentlyChairman and Company Secretary for the following public companies listed in the U.S.: SSHT S&T Group Ltd. (OTC Pink: SSHT) and AlpineAuto Brokers Inc. (OTC Pink: ALTB). Mr. Wu is also a Director and Company Secretary for the following public companies listed in theU.S.: Alliance Recovery Corp. (OTC Pink: ARVY), ACC Aviation Holdings Ltd. OTC Pink: CAVG), Interact Holdings Group, Inc. (OTC Pink:IHGP), Linike Medical Group Ltd. (OTC Pink: LNMG), Providence Resources, Inc. (OTC Pink: PVRS), SIPP international Industries, Inc. (OTCPink: SIPN), ZKGC New Energy Ltd. (OTC Pink: ZKGCF) and Victor Mining Industry Group, Inc. (OTC Pink: VMTG). Mr. Wu was awarded a Bachelorof Commerce degree from the University of Auckland in New Zealand in 2004.

FamilyRelationships.

Thereare no family relationships between any of our directors or executive officers.

Involvementin Certain Legal Proceedings.

Therehave been no events under any bankruptcy act, any criminal proceedings and any judgments, injunctions, orders or decrees material tothe evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during thepast five years.

SummaryCompensation Table

Thefollowing summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paidby us during the current fiscal year and the fiscal years ended December 31, 2022, and 2021.

EXECUTIVEOFFICER COMPENSATION TABLE (FISCAL YEAR)

ZhibinChen: 55,800,000 common Shares issued to SSHT International Holdings Limited (a BVI Co. controlled by Zhibin Chen) for Mr Chen’sdirector & officer’s services.

Haining(Harry) Zhang: 31,500,000 common shares issued to Haining Zhang, and 3,000,000 common shares issued to Quanleap, LLC (controlled by HarryZhang) for his director & officer’s services.

OutstandingEquity Awards at the End of the Fiscal Year

Wedo not have any equity compensation plans and, therefore, no equity awards are outstanding as of December 31, 2022.

Bonusesand Deferred Compensation

Wedo not have any deferred compensation or retirement plans. All decisions regarding compensation are determined by our Board of Directors.

Optionsand Stock Appreciation Rights

Asof December 31, 2022, no options have been issued.

Paymentof Post-Termination Compensation

Wedo not have change-in-control agreements with our director or executive officer.

EmploymentAgreements

TheCompany does not currently have any agreements nor compensation with employees as of the date of this filing.

DirectorAgreements

TheCompany does not currently have any agreements nor compensation with members of the Board of Directors as of the date of this filing.

Boardof Directors

Ourdirectors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified.Our officers are elected by and serve at the discretion of the Board of Directors.

CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

RestrictedStock Awards to Certain Officers and Directors

FromMarch 2021 through July 2021, the Company issued a cumulative total of 34,500,000 shares of Common stock to Haining Zhang orentities owned and controlled by Mr. Zhang for consulting services.

OnFebruary 11, 2022, the Company issued 55,800,000 shares of Common stock to SSHT International Holding Limited, an entity controlledby our sole officer and director, Zonghan Wu. The shares were issued in consideration of consulting services provided by Mr. Wu.

PLANOF DISTRIBUTION

Planof Distribution for SSHT S&T Group Ltd.’s Public Offering of 100,000,000 Shares of Common Stock

Thisis a self-underwritten (“best-efforts”) offering. This prospectus is part of a registration statement that permits our officersand directors to sell the shares being offered by the Company directly to the public, with no commission or other remuneration payableto them for any shares they may sell. Presently, we expect that our officers and directors will personally contact existing shareholders,friends, family members and business acquaintances and inform them about the offering. In addition, we may market the offering to institutionalinvestors through our officers and directors. We may also offer our shares of common stock through brokers, dealers or agents, althoughwe have no current plans or arrangements to do so. The company has been contacted by multiple financial institutions, as well as fieldedinterest from existing shareholders that give the Company assurance as to the marketability of its shares to these identified parties.This offering will terminate on the date which is 270 days from the effective date of this prospectus, although we may close the offeringon any date prior if the offering is fully subscribed to or upon the vote of our board of directors.

Inoffering the securities on our behalf, our officers and directors will rely on the safe harbor from broker dealer registration set forthin Rule 3a4-1 under the Exchange Act. The officers and directors will not register as broker-dealers pursuant to Section 15of the Exchange Act, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuermay participate in the offering of the Issuer’s securities and not be deemed to be a broker-dealer. In that regard, we confirmthat:

Noneof our officers or directors, control persons or affiliates intend to purchase any shares in this offering.

DESCRIPTIONOF SECURITIES TO BE REGISTERED

Thefollowing is a summary of the rights of our Common Stock. This summary does not purport to be complete and is qualified in its entiretyby the provisions of our articles of incorporation, bylaws and the Certificates of Designation (as defined below) of our preferred stock,copies of which are filed as exhibits to the registration statement, and to the applicable provisions of Nevada law. The Company is authorizedby its Certificate of Incorporation to issue an aggregate of 1,000,000,000 shares of common stock, $0.001 par value per share (the “CommonStock”), and -0- shares of preferred. As of April 10, 2023, 109,903,473 shares of Common Stock were issued and outstanding.

CommonStock

DividendRights

Subjectto preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our Common Stock may receive dividendsout of funds legally available if our Board, in its discretion, determines to issue dividends and then only at the times and in the amountsthat our Board may determine. We have not paid any dividends on our Common Stock and do not contemplate doing so in the foreseeable future.

VotingRights

Eachstockholder is entitled to one vote for each share of common stock held by such shareholder.

Rightto Receive Liquidation Distribution

Holdersof common stock are entitled to dividends when, and if, declared by the Board of Directors out of funds legally available; therefore,and then, only after all preferential dividends have been paid on any outstanding Preferred Stock. The Company has not had any earningsand it does not presently contemplate the payment of any cash dividends in the foreseeable future.

TransferAgent and Registrar

Thetransfer agent and registrar for our Common Stock is Colonial Stock Transfer Co., Inc. with an address at 7840 S 700 E, Sandy, UT 84070.Their phone number is (801) 355-5740.

EXPERTS

Theaudited and consolidated financial statements for the fiscal years ended December 31, 2022 and 2021 included in this registrationstatement have been so included in reliance upon the report of Shandong Haoxin Certified Public Accountants Co., Ltd, an independentregistered public accounting firm, appearing elsewhere herein and in the registration statement, given on the authority of said firmas experts in auditing and accounting.

LEGALMATTERS

JDTLegal, PLLC, of So. Jordan, Utah, will issue to SSHT S&T Group Ltd. its opinion regarding the legality of the common stock beingoffered hereby. JDT Legal, PLLC has consented to the references in this prospectus to its opinion.

INTERESTOF NAMED EXPERTS AND COUNSEL

Noexpert or counsel named in this Prospectus as having prepared or certified any part of this Prospectus or having given an opinion uponthe validity of the securities being registered or upon other legal matters in connection with the registration or Offering of the CommonStock was employed on a contingency basis, or had, or is to receive, in connection with the Offering, a substantial interest, director indirect, in the registrant. Nor was any such person connected with the registrant as a promoter, managing or principal underwriter,voting trustee, director, officer, or employee.

JDTLegal PLLC will pass on the validity of the Common Stock being offered pursuant to this Registration Statement. JDT Legal PLLC has neverowned any of our securities.

Theconsolidated financial statements of SSHT S&T Group Ltd. as of December 31, 2022 and 2021 have been audited by Shandong HaoxinCertified Public Accountants Co., Ltd, an independent registered public accounting firm, as stated in its report thereon which reportexpresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s ability to continue as a goingconcern, incorporated herein by reference, and has been incorporated in this Prospectus and Registration Statement in reliance upon suchreport and upon the authority of such firm as experts in accounting and auditing.

WHEREYOU CAN FIND MORE INFORMATION

Wefiled this Registration Statement on Form S-1 with the SEC under the Act with respect to the Common Stock offered by Selling Shareholdersin this Prospectus. This Prospectus, which constitutes a part of the Registration Statement, does not contain all of the informationset forth in the Registration Statement or the exhibits and schedules filed therewith. For further information with respect to us andour Common Stock, please see the Registration Statement and the exhibits and schedules filed with the Registration Statement. Statementscontained in this Prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the RegistrationStatement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contractor other document filed as an exhibit to the Registration Statement. The Registration Statement, including its exhibits and schedules,may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Room 1580, Washington,D.C. 20549, and copies of all or any part of the Registration Statement may be obtained from such offices upon the payment of the feesprescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintainsan Internet website that contains reports, proxy and information statements and other information regarding registrants that file electronicallywith the SEC. The address of the site is www.sec.gov.

Uponeffectiveness of the registration statement of which this prospectus is a part, we will be subject to the information and periodic reportingrequirements of the Exchange Act and, in accordance therewith, we will file periodic information and other information with the SEC.All documents filed with the SEC are available for inspection and copying at the public reference room and website of the SEC referredto above. We maintain a website at www.thedispensingsolution.com. You may access our reports and other information free of charge atthis website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The informationcontained in, or that can be accessed through, our website is not incorporated by reference and is not a part of this prospectus.

INDEXTO CONSOLIDATED FINANCIAL STATEMENTS

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tothe Shareholders and the Board of Directors of
SSHT S&T Group Ltd.

Opinionon the Financial Statements

Wehave audited the accompanying consolidated balance sheets of SSHT S&T Group Ltd and its subsidiaries (the “Company”)as of December 31, 2022 and 2021, and the related consolidated statements of comprehensive loss, changes in shareholders’equity (deficit) and cash flows for each of the two years in the period ended December 31, 2022, including the related notes (collectivelyreferred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly,in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operationsand its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generallyaccepted in the United States of America.

Basisfor Opinion

Theseconsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinionon the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PublicCompany Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Companyin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commissionand the PCAOB.

Weconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Companyis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinionon the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Ouraudits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whetherdue to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidenceregarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principlesused and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.We believe that our audits provide a reasonable basis for our opinion.

/s/Shandong Haoxin Certified Public Accountants Co., Ltd.

Wehave served as the Company’s auditor since 2022.

Weifang,People’s Republic of China

April 28,2023

SSHTS&T Group Ltd.

CONSOLIDATEDBALANCE SHEETS

SSHTS&T Group Ltd.

CONSOLIDATEDSTATEMENTS OF OPERATIONS

SSHTS&T Group Ltd.

CONSOLIDATEDSTATEMENTS OF COMPREHENSIVE LOSS

SSHTS&T Group Ltd.

CONSOLIDATEDSTATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

SSHTS&T Group Ltd.

CONSOLIDATEDSTATEMENTS OF CASH FLOWS

SSHTS&T Group Ltd. (the “Company”) was incorporated on March 7, 1984, under the laws of the State of Oregon as GoldGenie Worldwide, Inc. On June 13, 1988, the Company filed an amendment to its Articles of Incorporation and changed its name toProducts, Services & Technology Corporation. On June 2, 1997, the Company redomiciled to Utah and changed its name to WirelessData Solutions, Inc. on June 13, 1997. In August of 2007, the Company redomiciled to Nevada, where its registration remains activeand in good standing. In December of 2021, the Company changed its name to SSHT S&T Group Ltd.

OnDecember 5, 2022, the Company entered into an agreement with Wahoo Holdings Ltd., a British Virgin Islands corporation (“TIHL”),whereunder the Company acquired 100% ownership interest in TIHL for the issuance of 10,000,000 shares of the Company’s common stock.TIHL through its China based subsidiaries, Shanghai Jaz Capital Group Co., Ltd. provides business consulting services and using a teamof accounting and finance professionals to offer its clients capital market research, back office support, financial accounting, listingsupport and support for mergers and acquisitions. The transaction ceased to be effective December 08, 2022 and has been treatedas a business combination under common control.

Theconsolidated financial statements of the Group have been prepared in accordance with accounting principles generally accepted in theUnited States of America (“US GAAP”). The consolidated financial statements include the financial information of the Companyand its wholly owned subsidiaries, All the intercompany balances and transactions have been eliminated upon consolidation. While theCompany has commenced generating revenues from its principal business purpose during the most recently completed quarter ended December 31,2022, we remain in the development stage in accordance with Financial Accounting Standards Board (“FASB”) Accounting StandardsCodification (“ASC”) Topic No. 915 (SFAS No. 7). The Company has elected a fiscal year end of December 31.

Thepreparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses duringthe reporting period. Actual results may differ from these estimates. The Group bases its estimates on historical experience and variousother factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carryingvalue of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Group’sfinancial statements include but are not limited to allowance for doubtful accounts. Actual results may differ materially from thoseestimates.

Thefunctional currency of the Company is the United States Dollar (“US$”). The functional currency of its owned subsidiariesin the PRC is Renminbi (“RMB”).

Foreigncurrency transactions have been translated into the functional currency at the exchange rates prevailing on the date of transactions.Foreign currency denominated monetary assets and liabilities are re-measured into the functional currency at exchange rates prevailingon the balance sheet date. Exchange gains and losses are recorded in the statements of operations.

TheGroup has chosen the US$ as its reporting currency. Assets and liabilities have been translated using exchange rates prevailing on thebalance sheet date. Equity accounts are translated at historical exchange rates. Income statement items have been translated using theaverage exchange rate for the year. Translation adjustments have been reported as cumulative translation adjustments and are shown asa component of other comprehensive (loss) income in the consolidated statements of comprehensive loss and consolidated statements ofchanges in shareholders’ equity (deficit).

Cashand cash equivalents consist of cash on hand, demand deposits and floating rate financial instruments which are unrestricted as to withdrawalor use, and which have original maturities of three months or less when purchased.

TheCompany accounts for business combinations in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations.The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements fromthe date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded attheir estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilitiesassumed is recognized as goodwill. Transaction costs associated with business combinations are expensed as incurred and are includedin general and administrative related costs in the consolidated statements of operations. The Company performs valuations of assets acquiredand liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assetsacquired and liabilities assumed requires management to use significant judgment and estimates.

Accountsreceivable, net represents those receivables derived from the ordinary course of business and are recorded net of allowance for doubtfulaccounts. The Group maintains an allowance for doubtful accounts that reflect its best estimate of probable losses inherent in the accountsreceivables. In determining collectability of the accounts receivables, the Group considers many factors, such as: creditworthiness ofcustomers, aging of the receivables, payment history of customers, financial condition of the customers and market trends, and specificfacts and circumstances.

Theallowance for doubtful accounts is reduced by subsequent collections of the specific allowances or by any write-off of customer accountsthat are deemed uncollectible.

Goodwillrepresents the excess of the cost of an acquired business over the fair value of the identifiable tangible and intangible assets acquiredand liabilities assumed in a business combination.

Inaccordance with guidance within FASB ASC 350 “Intangibles - Goodwill and Other,” goodwill and identifiable intangible assetswith indefinite lives are not subject to amortization but must be evaluated for impairment.

Weevaluate long-lived assets, including finite-lived intangible assets, for impairment by comparison of the carrying amounts to futurenet undiscounted cash flows expected to be generated by such assets when events or changes in circumstances indicate the carrying amountof an asset may not be recoverable. Should an impairment exist, the impairment loss would be measured based on the excess carrying valueof the asset over the asset’s fair value or estimates of future discounted cash flows.

Forgoodwill and indefinite-lived intangible assets, in-process research and development, we review for impairment annually and upon theoccurrence of certain events as required by ASC Topic 350, “Intangibles — Goodwill and Other.” Goodwill and indefinite-livedintangible assets are tested at least annually for impairment and more frequently if events or changes in circumstances indicate thatthe asset might be impaired. We review goodwill for impairment by first assessing qualitative factors to determine whether it is morelikely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessaryto perform the two-step goodwill impairment test. If we are able to determine that it is not more likely than not that the fair valueof a reporting unit is less than its carrying amount, we would conclude that goodwill is not impaired. If the carrying amount of a reportingunit is zero or negative, the second step of the impairment test is performed to measure the amount of impairment loss, if any, whenit is more likely than not that a goodwill impairment exists.

TheGroup recognizes revenue in accordance with ASC 606. The core principle of ASC606 is to recognize revenue when promised goods or servicesare transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services.ASC 606 defines a five-step process to achieve this core principle, which includes: (1) identifying contracts with customers, (2) identifyingperformance obligations within those contracts, (3) determining the transaction price, (4) allocating the transaction price to the performanceobligation in the contract, which may include an estimate of variable consideration, and (5) recognizing revenue when or as each performanceobligation is satisfied. Our sales arrangements generally ask customers to pay in advance before any services can be arranged. The companyrecognizes revenue when each performance obligation is satisfied. Documents and terms and the completion of any customer acceptance requirements,when applicable, are used to verify services rendered. The Company has no returns or sales discounts and allowances because servicesrendered and accepted by customers are normally not returnable.

Deferredtax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statementcarrying amounts of existing assets and liabilities and their respective tax bases and net operating loss and credit carryforwards. Deferredtax assets and liabilities are measured at rates expected to apply to taxable income in the years in which those temporary differencesand carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax ratesis recognized in the statement of operations in the period that includes the enactment date. A valuation allowance is recorded when itis not more likely than not that all or a portion of the net deferred tax assets will be realized.

ComprehensiveLoss includes all changes in equity except those resulting from investments by owners and distributions to owners. For the years presented,the Group’s total comprehensive loss includes net loss and foreign currency translation adjustments.

TheGroup computes net income (loss) per share in accordance with ASC 260, Earning per Share. ASC 260 requires presentation of both basicand diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) availableto common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPSgives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferredstock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the numberof shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential sharesif their effect is anti-dilutive. At December 31, 2022, there were no potentially dilutive shares.

FASBASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paidto transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transactionbetween market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity tomaximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes threelevels of inputs that may be used to measure fair value:

Level1 – Quoted prices in active markets for identical assets or liabilities.

Level2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs thatare observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values aredetermined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determinationof fair value requires significant judgment or estimation.

Ifthe inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization isbased on the lowest level of input that is significant to the fair value measurement of the instrument.

Thefollowing customers accounted for 10% or more of revenue:

Thefollowing vendors accounted for 10% or more of accounts payable:

TheRMB is not a freely convertible currency. The State Administration for Foreign Exchange in the PRC, under the authority of the PeoplesBank of China, controls the conversion of RMB into other currencies. The value of the RMB is subject to changes in central governmentpolicies, international economic and political developments affecting supply and demand in the China Foreign Exchange Trading Systemmarket. The Group’s cash and cash equivalents amounted to US$258 and US$22,569 as of December 31, 2021 and 2022, respectively.

TheCompany has reviewed other recently issued accounting pronouncements and plans to adopt those that are applicable to it. The Companydoes not expect the adoption of any other pronouncements to have an impact on its results of operations or financial position.

Thefollowing is a summary of cash and cash equivalents:

Accountsreceivable, net, consisted of the following:

OnDecember 5, 2022, the Company entered into an agreement with Wahoo Holdings Ltd., a British Virgin Islands corporation (“TIHL”),whereunder the Company acquired 100% ownership interest in TIHL for the issuance of 10,000,000 shares of the Company’s common stock.TIHL through its China based subsidiaries, Shanghai Jaz Capital Group Co., Ltd. provides business consulting services and using a teamof accounting and finance professionals offers its clients capital market research, back office support, financial accounting, listingsupport and support for mergers and acquisitions. The transaction closed effective December 08, 2022 and has been treated as a businesscombination under common control.

Tangibleand intangible assets acquired were recorded based on their estimated fair values at the acquisition date. The excess of the purchaseprice over the fair value of the net assets acquired was recorded to goodwill. The Company fully impaired the goodwill during the yearended December 31, 2022.

Thefollowing is a summary of accounts payable:

Balanceswith Related Parties

Duringthe year ended December 31, 2022, Mr. Zhonghan Wu advanced a total of $81,823 to the Company for payment of administrative expensesand legal fees, which amount remains due and payable.

Asof December 31, 2022, the Company is authorized to issue 1,000,000,000 shares of common stock with a par value of $0.001. All shareshave equal voting rights, are non-assessable, and have one vote per share. The total number of shares of Company common stock issuedand outstanding as of December 31, 2022 and December 31, 2021, was 109,903,473 and 44,103,473 shares, respectively.

Netloss per ordinary share was computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinaryshares outstanding for the years ended December 31, 2021 and 2022:

TheGroup did not have other significant capital commitments or significant guarantees as of December 31, 2021 and 2022, respectively.

Managementhas evaluated subsequent events through April 30, 2023, the date on which the financial statements were available to be issued.All subsequent events requiring recognition as of December 31, 2022 have been incorporated into these financial statements and thereare no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

OUTSIDEBACK COVER OF PROSPECTUS

Wehave not authorized any dealer, salesperson or any other person to give any information or to represent anything other than those containedin this prospectus in connection with the offer contained herein, and, if given or made, you should not rely upon such information orrepresentations as having been authorized by SSHT S&T Group Ltd. This prospectus does not constitute an offer of any securities otherthan those to which it relates or an offer to sell, or a solicitation of an offer to buy, to those to which it relates in any state toany person to whom it is not lawful to make such offer in such state. The delivery of this prospectus at any time does not imply thatthe information herein is correct as of any time after the date of this prospectus.

DEALERPROSPECTUS DELIVERY REQUIREMENT

Until_______________, 20___ [90 days from the date of this prospectus], all dealers that effect transactions in these securities, whetheror not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligationto deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

SSHTS&T Group Ltd.

_______Shares

CommonStock

PROSPECTUS

__________, 2023

PARTII

INFORMATIONNOT REQUIRED IN PROSPECTUS

ITEM 13.OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Thefollowing table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities beingregistered. None of the following expenses are payable by the Selling Stockholders. All of the amounts shown are estimates, except forthe SEC registration fee.

ITEM 14.INDEMNIFICATION OF DIRECTORS AND OFFICERS.

TheCompany’s directors and executive officers are indemnified as provided by the Nevada Revised Statutes and its Bylaws. These provisionsstate that the Company’s directors may cause the Company to indemnify a director or former director against all costs, chargesand expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him as a resultof him acting as a director. The indemnification of costs can include an amount paid to settle an action or satisfy a judgment. Suchindemnification is at the discretion of the Company’s board of directors and is subject to the Securities and Exchange Commission’spolicy regarding indemnification.

Insofaras indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controllingus pursuant to the foregoing provisions, or otherwise, The Company has been advised that in the opinion of the Securities and ExchangeCommission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

ITEM 15.RECENT SALES OF UNREGISTERED SECURITIES.

SinceMarch 31, 2020, we have issued the following unregistered securities:

CommonStock Issuances

OnMarch 17, 2021, we issued a total of 11,000,000 shares of Common stock as compensation for consulting services to Haining Zhangand Quanleap LLC, and entity controlled by Haining Zhang.

OnApril 6, 2021, we issued a total of 21,000,000 shares of Common stock as compensation for consulting services to Haining Zhang andQuanleap LLC, and entity controlled by Haining Zhang.

OnJuly 23, 2021, we issued 2,500,000 shares of Common stock as compensation for consulting services to Haining Zhang.

OnFebruary 11, 2022, we issued 55,800,000 shares of Common stock as compensation for consulting services to SSHT Int’l HoldingLimited, an entity controlled by Zonghan Wu.

OnDecember 8, 2022, we issued a total of 10,000,000 shares of Common stock to Xiaobei Huang, Dan Sun, Desheng Zhou, and Cheng Xu inconjunction with our acquisition of Wahoo Holdings, Ltd.

Noneof the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. We believe theoffers, sales and issuances of the above securities were exempt from registration under the Securities Act (or Regulation D or RegulationS promulgated thereunder) by virtue of Section 4(a)(2) of the Securities Act because the issuance of securities to the recipientsdid not involve a public offering, or in reliance on Rule 701 because the transactions were pursuant to compensatory benefit plansor contracts relating to compensation as provided under such rule. The recipients of the securities in each of these transactions representedtheir intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distributionthereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access,through their relationships with us, to information about us. The sales of these securities were made without any general solicitationor advertising.

ITEM 16.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)Exhibits

Seethe Exhibit Index immediately preceding the signature page hereto for a list of exhibits filed as part of this registration statementon Form S-1, which Exhibit Index is incorporated herein by reference.

(b)Financial Statement Schedules

Allfinancial statement schedules are omitted because the information called for is not required or is shown either in the consolidated financialstatements or in the notes thereto.

ITEM 17.UNDERTAKINGS.

Theundersigned registrant hereby undertakes:

(1)To file, during any period in which offers, or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effectiveamendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registrationstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securitiesoffered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering rangemay be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes involume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculationof Registration Fee” table in the effective registration statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement orany material change to such information in the registration statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemedto be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shallbe deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at thetermination of the offering.

(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b)as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other thanprospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of thedate it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that ispart of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statementor prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such firstuse, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statementor made in any such document immediately prior to such date of first use.

(5)That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of thesecurities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant tothis registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities areoffered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to thepurchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424(§ 230.424 of this chapter);

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to bythe undersigned registrant. The portion of any other free writing prospectus relating to the offering containing material informationabout the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iii)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)(i) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filedas part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrantpursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement asof the time it was declared effective.

(i)For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form ofprospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securitiesat that time shall be deemed to be the initial bona fide offering thereof.

(7)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controllingpersons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion ofthe Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurredor paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) isasserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unlessin the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction thequestion whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudicationof such issue.

Indexto Exhibits 

SIGNATURES

Pursuantto the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statementto be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuantto the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons inthe capacities and on the dates indicated.