What changed in this filing

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Item 9A. Controls and Procedures

2023-03-31 compared with 2022-03-29 · 86 added, 153 removed, 396 unchanged (38% of the section changed)

Controls And Procedures.

And Procedures.

Controls and Procedures

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that permit us to provide only management’s report in this annual report.

Directors And Executive Officers And Corporate Governance.

And Executive Officers And Corporate Governance.

following table sets forth the names and ages of all directors and executive officers as of the end of the last fiscal year and on the

date of this report:

President, CFO, Secretary and Director

Zhang Haosong

CFO, Secretary and Director

Li, has served as a director, President and Chief Executive Officer of the Company since November 2020.

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in the acquisition of an on-going business and thereby commences operations.

Executive Compensation.

Compensation.

following tables set forth certain information about compensation paid, earned or accrued for services by the Company’s Chief Executive

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Compensation Table

Name and Principal Position

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Change in Pensions Value and Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

On November 3, 2020 Ms.

Xudong was appointed as CEO, CFO and Secretary.

On November 3, 2020, Mr.

Lazar resigned as CEO, CFO and Secretary.

do not have any employment agreements with our officers.

present we do not pay our directors for attending meetings of our Board of Directors.

Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table sets forth as of December 31, 2022 the number and percentage of the outstanding shares of common stock, which, according

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Name and Address of Beneficial Owner (1)

Number of Common Shares

Percent of Class

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Relationships And Related Transactions, And Director Independence.

October 04, 2019, the Company issued 50,000,000 shares of common stock to Custodian Ventures, LLC at par for shares valued at $50,000

in exchange for settlement of a portion of a related party loan for amounts advanced to the Company in the amount of $20,100, and a note

receivable due to the Company in the amount of $29,900.

The note bears an interest of 3% and matures in 180 days following written demand

by the holder.

At December 31, 2020, the note receivable with a balance of $31,383 was written off because the collectability of the

note is unlikely after the change of control, the written off balance of the note consisted of the principal in the amount of $29,900

and interest receivable of $1,483.

May 4, 2020, the Company issued 5,000,00 shares of the Series A-1 Preferred stock valued at $5,000 to Custodian Ventures LLC as repayment

of funds loaned to the Company.

the year ended December 31, 2022, the Company’s current majority shareholder advanced $56,515 to the Company as working capital.

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Ended December 31, 2022 and 2021

of Independent Registered Public Accounting Firm (PCAOB ID:

Report of Independent Registered Public Accounting Firm (PCOAB ID 5041)

Balance Sheets as of December 31, 2022 and 2021

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Taxonomy Extension Presentation

Cover Page Interactive Data File (embedded within the Inline XBRL document)

XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed

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of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of

Hong Yuan Holding Group

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of Hong Yuan Holding Group as of December 31, 2021 and 2020, the related statements of operations, stockholders’ equity (deficit),

and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles

generally accepted in the United States.

Substantial Doubt about the Company’s Ability

to Continue as a Going Concern

The accompanying financial statements have been prepared

assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements, the Company’s significant

operating losses raise substantial doubt about its ability to continue as a going concern.

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is 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 opinion on the effectiveness of the Company’s internal

control over financial reporting.

the shareholders and the board of directors of Hong Yuan Holding Group

on the Financial Statements

have audited the accompanying consolidated balance sheets of Hong Yuan Holding Group as of December 31, 2022 and 2021, the related statements

of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the 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 operations and its cash flows for the years then ended,

in conformity with accounting principles generally accepted in the United States.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue

as a going concern.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is 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 opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

Critical audit matters are

matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the

audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

We determined that there

are no critical audit matters.

BF Borgers CPA PC

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or

fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

determined that there are no critical audit matters.

BF Borgers CPA PC (PCOAB ID 5041 )

have served as the Company’s auditor since 2021

YUAN HOLDING GROUP

Current assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

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5,000,000 shares authorized;

$ 0.001 par value 5,000,000 issued and

outstanding at December 31, 2021 and 2020

$ 0.001 par value 5,000,000 issued and outstanding at December 31, 2022 and 2021

Common stock:

250,000,000 shares authorized;

$ 0.001 par value 74,640,766 shares

issued and outstanding at December 31, 2021 and 2020

Paid-in capital

$ 0.001 par value 74,640,766 shares issued and outstanding at December 31, 2022 and 2021

Additional Paid-in Capital

Accumulated deficit during development stage

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Other Income and Expense

Interest income

Total other income (expense)

Provision for income taxes

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OF STOCKHOLDERS’ EQUITY

Comprehensive

Balance – December 31.

$ ( 97,272,577 )

Cancellation of common stock

Common Stock:

Preferred Stock:

Additional Paid-in Capital

Balance – December 31.

$ ( 97,318,853 )

Comprehensive

Balance – December 31, 2022

$ ( 97,377,201 )

Beginning balance

$ ( 111,524 )

Conversion of preferred stock into common stock

Issuance of preferred stock to related party

Due to related party written off upon change of control

Notes receivable from related party written off upon change of control

Common Stock:

Preferred Stock:

Additional Paid-in Capital

Accumulated Deficit

Balance – December 31.

$ ( 97,272,577 )

Ending balance

Cancellation of common stock

Balance – December 31, 2021

$ ( 97,318,853 )

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Adjustments to reconcile net loss to net cash used in operating activities:

Interest income

Changes in operating assets and liabilities:

Accounts payable and accrued liabilities

Loan payable - related party

Due to related party

Net Cash Used in Operating Activities

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Cash paid for interest

NON-CASH INVESTING AND FINANCING ACTIVITIES

Written off notes receivable, related party

Written off due to related party

Due to related party converted to preferred stock

accompanying notes are an integral part of these consolidated financial statements.

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an amendment to our certificate of incorporation to change our name to Cereplast, Inc.

We developed and tried to commercialize proprietary

bio-based resins through two complementary product families:

Cereplast Compostables ® resins which are compostable, renewable,

ecologically sound substitutes for petroleum-based plastics, and Cereplast Sustainables™ resins (including the Cereplast Hybrid

Resins product line), which replaces up to 90 % of the petroleum-based content of traditional plastics with materials from renewable resources.

February 10, 2014, the Company, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code

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to establishing a new business and, even if planned principal operations have commenced, revenues are insignificant.

Company is planning potential acquisitions.

The management has approached several companies in China and met the management of potential

acquisition targets.

The Company feels strongly that despite the challenges of cross border business, it might be able to acquire some

good growth companies and bring good values to our stockholders.

Although the Company is making some progress in the Merger and Acquisition

efforts, any potential results, if any, are still not certain.

accompanying financial statements have been prepared assuming the continuation of the Company as a going concern.

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2 – Summary of significant accounting policies

March 11, 2020, the World Health Organization announced that infections caused by the corona virus disease of 2019 (“COVID-19”)

had become pandemic.

The Government of China has adopted various regulations and orders, including mandatory quarantines, limits on the

number of people that may gather in one location, closing non-essential businesses and travel bans to limit the spread of the disease.

Many of these measures have been relaxed due to the decrease in the prevalence of Covid-19 in China.

The Company’s efforts to establishing

a new business, financial planning, raising capital, and research into products for the Company’s product portfolio has somewhat

impacted by COVID-19.

and Cash Equivalents

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Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.

Accounting Pronouncements

December 2019, the FASB issued ASU No.

2019-12, Simplifying the Accounting for Income Taxes, as part of its initiative to reduce complexity

in accounting standards.

The amendments in the ASU are effective for fiscal years beginning after December 15, 2020, including interim

periods therein.

Early adoption of the standard is permitted, including adoption in interim or annual periods for which financial statements

have not yet been issued.

The Company is currently evaluating the effect, if any, that the ASU will have on its consolidated financial

3- Going Concern

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4 – Related party transaction

October 04, 2019, the Company issued 50,000,000 shares of common stock to Custodian Ventures, LLC at par for shares valued at $ 50,000

in exchange for settlement of a portion of a related party loan for amounts advanced to the Company in the amount of $ 20,100 , and a note

receivable due to the Company in the amount of $ 29,900 .

The note bears an interest of 3 % and matures in 180 days following written demand

by the holder.

At December 31, 2020, the note receivable with a balance of $31,383 was written off because the collectability of the

note is unlikely after the change of control, the written off balance of the note consisted of the principal in the amount of $29,900

and interest receivable of $1,483.

May 4, 2020, the Company issued 5,000,00 shares of the Series A-1 Preferred stock valued at $ 5,000 to Custodian Ventures LLC as repayment

of funds loaned to the Company.

the year ended December 31, 2022, the Company’s current majority shareholder advanced $ 56,515 to the Company as working capital.

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5 – Common stock

October 4, 2019, the Company issued 50,000,000

shares of common stock to Custodian Ventures,

LLC at par for shares valued at $ 50,000

in exchange for settlement of a portion of a

related party loan for amounts advanced to the Company in the amount of $ 20,100 ,

and a note receivable due to the Company in the amount of $ 29,900 .

The note bears an interest of 3 %

and matures in 180

days following written demand by the holder.

December 31, 2020, the note receivable with a balance of $ 31,383 was written off because the collectability of the note is unlikely after

the change of control.

April 14, 2020, Custodian Ventures elected to convert the total amount of the 510 shares of Series A preferred stock into 510 shares

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6 – Preferred stock

October 4, 2019, the Company issued 510 shares of Series A Preferred stock to Custodian Ventures, LLC at par for shares valued at $ 510

in exchange for settlement of a portion of a related party loan for amounts advanced to the Company in the amount of $ 510 .

April 14, 2020, Custodian Ventures elected to convert the total amount of the 510 shares of Series A preferred stock into 510 shares

of common stock.

April 15, 2020, the Board of directors of the Company approved the withdrawal of the certificate of designation of 5,000,000 shares of

Series A Preferred stock filed with the Nevada Secretary of State on August 24, 2012, as amended by the Amendment to Certificate of Designation

after issuance of Class or Series filed with the Nevada Secretary of State on April 13, 2020.

May 1, 2020, the Company created 5,000,000 shares of series A-1 preferred stock with par value $ 0.001 .

On May 4, 2020, the Company issued

5,000,000 shares of the Series A-1 Preferred stock valued at $ 5,000 to Custodian Ventures LLC as repayment funds loaned to the Company .

of December 31, 2022, a total of 5,000,000 shares of Series A-1 preferred stock with par value $ 0.001 remain outstanding.

7 – INCOME TAXES

taxes represent the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial

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Change in valuation allowance

Income tax expenses benefit

tax expenses benefit

components of deferred taxes consist of the following at December 31, 2022 and 2021:

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8 – Subsequent Event

accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial

statements were available to be issued, and has determined that it does not have any material subsequent events to disclose in these

financial statements.

March 23, 2023, the Company entered into an agreement to acquire 80 % of Bozhou Tangfang Wine Co., Ltd.

The Company has 60 days to conduct

legal and financial due diligence.

The acquisition price will be determined after valuation is done by mutually designated valuator.

This agreement expires on the earlier of 60 days after the execution date of the agreement or the closing date of the final agreement.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures