HONG YUAN HOLDING GROUP 10-K

Item 9A Controls And Procedures. Disclosure Controls and Procedures Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our Chief Executive Officer as of the end of the period covered by this report, our Chief Executive Officer concluded that our disclosure controls and procedures have not been effective as a result of a weakness in the design of internal control over financial reporting identified below. As used herein, “disclosure controls and procedures” mean controls and other procedures of our company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934. Our Chief Executive Officer/Chief Accounting Officer conducted an evaluation of the effectiveness of our ICFR based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013”). Based on management’s evaluation under the framework, management has concluded that our ICFR was not effective as of December 31, 2022. 13 We identified material weaknesses in our ICFR primarily attributable to (i) lack of segregation of incompatible duties; and (ii) insufficient Board of Directors representation. These weaknesses are due to our inadequate staffing during the period covered by this report and our lack of working capital to hire additional staff. Management has retained an outside, independent financial consultant to record and review all financial data, as well as prepare our financial reports, in order to mitigate this weakness. Although management will periodically re-evaluate this situation, at this point it considers that the risk associated with such lack of segregation of duties and the potential benefits of adding employees to segregate such duties are not cost justified. We intend to hire additional accounting personnel to assist with financial reporting as soon as our finances will allow. This annual report does not include an attestation report of our registered public accounting firm regarding ICFR. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. Item 9B. Other Information Not applicable PART III Item 10 Directors And Executive Officers And Corporate Governance. The 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: Name Age Position Since Xudong Li 58 President, CFO, Secretary and Director Nov. 3, 2020 Zhang Haosong 43 Director Nov. 3, 2020 Xudong Li, has served as a director, President and Chief Executive Officer of the Company since November 2020. Ms. Xudong is a highly active business consultant in China. From 2017 to 2019, he served as the General Consultant at Sichuan Commodities Exchange. He also served as the consultant at Tianjin Commodities Exchange the same period of time. From 2014 to 2016, he served as the General Consultant at Shaanxi Jeer Health Industry Group. The company, located in Shaanxi, Ankang City, also known as Chinese Selenium Valley, focused on the R&D, production and sales from Selenium. Zhang Haosong, Zhang Haosong has been a director of the Company since November 2020. He previously worked at China Life Insurance, as a special assistant to the chairman and general manager of one of its large company group. He has over 6 years of domestic and foreign listing counseling experience. He also has expertise in corporate management consulting, equity investments and financing, VIE structure processing, listed company acquisitions, mergers and acquisitions and restructuring. Over the past five years he has served as a consultant for many private and listed companies, and Sino-foreign joint ventures. Mr. Zhang attended the France Brest Business School where he received an MBA. Each of our director’s primary qualification to serve as such involves his or her extensive experience with different aspects of counseling and reviewing opportunities for acquiring businesses for their clients. Audit Committee The Company does not presently have an Audit Committee and the entire Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint an Audit Committee. 14 In lieu of an Audit Committee the Board is empowered to make such examinations as are necessary to monitor the corporate financial reporting and the external audits of The Company, to provide to the Board of Directors (the “Board”) the results of its examinations and recommendations derived there from, to outline to the Board improvements made, or to be made, in internal control, to nominate independent auditors, and to provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require Board attention. Compensation Committee The Company does not presently have a Nominating Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a Compensation Committee. The Compensation Committee will be authorized to review and make recommendations to the Board regarding all forms of compensation to be provided to the executive officers and directors of The Company, including stock compensation, and bonus compensation to all employees. Nominating Committee The Company does not have a Nominating Committee and the Board acts in such capacity. Code of Conduct and Ethics To date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the Company has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this time. We expect that the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results in the acquisition of an on-going business and thereby commences operations. Item 11 Executive Compensation. The following tables set forth certain information about compensation paid, earned or accrued for services by the Company’s Chief Executive Officer in the years ended December 31, 2022 and 2021: Summary Compensation Table Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Change in Pensions Value and Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Li Xudong 2022 - - - - - - - - CEO 2021 - - - - - - - - Employment Agreement We do not have any employment agreements with our officers. Director’s Compensation At present we do not pay our directors for attending meetings of our Board of Directors. 15 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth as of December 31, 2022 the number and percentage of the outstanding shares of common stock, which, according to the information available to us, were beneficially owned by: (i) each person who is currently a director, (ii) each executive officer, (iii) all current directors and executive officers as a group, and (iv) each person who is known by us to own beneficially more than 5% of our outstanding common stock. Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable. Name and Address of Beneficial Owner (1) Number of Common Shares Percent of Class Xudong Li, President, CFO, Secretary and Director 50,000,000 67.0 % Zhang Haosong, Director -0- -0- All executive officers, beneficial owners, and directors as a group (2) 50,000,000 67.0 % (1) c/o Room 2707, Global Mansion, Zhengbian Road, Jishui District, Zhengzhou City, Henan Provence 450000 China The following table sets forth information as of the date of this report regarding the beneficial ownership of the Company’s Series A-1 Preferred Stock by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the class of stock after giving effect to any exercise of warrants or options held by that person. Name and Position Shares Owned Percent of Class (1) Voting Percentage (3) Xudong Li, President, Chief Executive Officer, Director (2) 5,000,000 100 % 91 % Zhang Haosong, Director - - - All Officers and directors as a Group (2 persons) 5,000,000 100 % 91 % (1) Based on 5,000,000 shares of Series A-1 Preferred Stock (“Preferred Stock”) outstanding, which, voting together as a class, have the right to vote 100 shares for each share of Preferred Stock owned of the Company’s voting shares on any and all shareholder matters (the “Majority Voting Rights”). Additionally, as long as at least an aggregate of 1,000,000 shares of Preferred Stock are outstanding, the Company shall not, without the approval of the holders of at least a majority of the then outstanding shares of Preferred Stock, alter or change the provisions of the Certificate of Incorporation so as to adversely affect the voting powers, preferences or special rights of the Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Preferred Stock. Other than the Majority Voting Rights. (2) The address of the officers and director of the Company is set forth above under the first table of this section (3) Based on aggregate voting shares, including Common Stock shares and Series A-1 Preferred Stock shares, presently issued and outstanding. 16 Item 13 Certain Relationships And Related Transactions, And Director Independence. During the year ended December 31, 2022, the Company’s current majority shareholder advanced $56,515 to the Company as working capital. As of December 31, 2022 and 2021, the Company owed its current majority shareholders of $109,691, and $53,176, respectively. The advances are non-interest bearing and are due on demand. Director Independence The Board currently consists of two members, of which Zhang Haosong meets the independence requirements of the Nasdaq Stock Market as currently in effect. Item 14 Principal Accountant Fees And Services. The following is a summary of the fees billed to us for professional services rendered by our registered independent public accountants for the fiscal years ended December 31, 2022 and December 31, 2021: Fiscal year ended December 31, 2022 2021 Audit Fees $ 15,500 $ 15,500 Audit Related Fees - - Tax Fees - - All Other Fees - - $ 15,500 $ 15,500 Audit Fees. Consists of fees billed for professional services rendered for the audit of our financial statements and review of interim financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings or engagements. Audit Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”. Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns. All Other Fees. Consists of fees for product and services other than the services reported above. Board of Directors’ Pre-Approval Policies We do not have a standing audit committee currently serving and as a result our BOD performs the duties of an audit committee. Our BOD evaluates and approves, in advance, the scope and cost of the engagement of an accounting firm before the accounting firm renders audit and non-audit services. We do not rely on pre-approval policies and procedures. 17 PART IV ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) The following documents have been filed as a part of this Annual Report on Form 10-K. 1. Financial Statements Years Ended December 31, 2022 and 2021 Page Report of Independent Registered Public Accounting Firm (PCOAB ID 5041) F-1 Balance Sheets as of December 31, 2022 and 2021 F-2 Statements of Operations for the Years Ended December 31, 2022 and 2021 F-3 Statements of Shareholders’ Deficit for the Years Ended December 31, 2022 and 2021 F-4 Statements of Cash Flows for the Years Ended December 31, 2022 and 2021 F-5 Notes to Financial Statements F-6 2. Financial Statement Schedules. All schedules are omitted because they are not applicable or not required or because the required information is included in the Financial Statements or the Notes thereto. 3. Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this Annual Report: Exhibit No. Description 3.1* Articles of Incorporation and Amendment thereto. 3.2* Bylaws 10.1* Securities Purchase Agreement between Custodian ventures, LLC and Xudong Li dated October 22, 2020 23.1 Consent of Independent Registered Public Accounting Firm 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934. 32.1 Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation 101.DEF Inline XBRL Taxonomy Extension Definition 101.LAB Inline XBRL Taxonomy Extension Label 101.PRE Inline XBRL Taxonomy Extension Presentation 104 Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. * Previously filed 18 SIGNATURES Pursuant 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 on its behalf by the undersigned, thereunto duly authorized. Date: March 31, 2023 By: /s/ Li Xudong Li Xudong Chief Executive Officer (Principal Executive Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 28, 2022. Signature Title /s/ Li Xudong Chief Executive Officer and a Director Li Xudong (Principal Executive Officer) /s/ Zhang Haosong Director Zhang Haosong 19 Report 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, 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. 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 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. 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. 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. /S/ BF Borgers CPA PC (PCOAB ID 5041 ) We have served as the Company’s auditor since 2021 Lakewood, CO March 30, 2023 F- 1 HONG YUAN HOLDING GROUP BALANCE SHEETS December 31, December 31, 2022 2021 ASSETS TOTAL ASSETS $ - $ - LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Accounts payable and accrued liabilities $ 1,833 $ - Due to related parties 109,691 53,176 Total Current Liabilities 111,524 53,176 TOTAL LIABILITIES 111,524 53,176 Stockholders’ Deficit Preferred Stock: 5,000,000 shares authorized; $ 0.001 par value 5,000,000 issued and outstanding at December 31, 2022 and 2021 5,000 5,000 Common stock: 250,000,000 shares authorized; $ 0.001 par value 74,640,766 shares issued and outstanding at December 31, 2022 and 2021 74,641 74,641 Additional Paid-in Capital 97,186,036 97,186,036 Accumulated deficit during development stage ( 97,377,201 ) ( 97,318,853 ) Total Stockholders’ Deficit ( 111,524 ) ( 53,176 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ - $ - The accompanying notes are an integral part of these consolidated financial statements. F- 2 HONG YUAN HOLDING GROUP STATEMENTS OF OPERATIONS Year Ended December 31, 2022 2021 Operating Expenses General and administrative $ 21,289 $ 5,255 Professional fees 37,059 41,021 Total Operating Expenses 58,348 46,276 Operating loss ( 58,348 ) ( 46,276 ) Other Income and Expense - - Provision for income taxes - - Net loss $ ( 58,348 ) $ ( 46,276 ) Basic and dilutive net loss per common share $ ( 0.00 ) $ ( 0.00 ) Weighted average number of common shares outstanding - basic and diluted 74,640,664 74,640,970 The accompanying notes are an integral part of these consolidated financial statements. F- 3 HONG YUAN HOLDING GROUP STATEMENTS OF STOCKHOLDERS’ EQUITY Common Stock: Shares Common Stock: Amount Preferred Stock: (A-1) Shares Preferred Stock: Amount Additional Paid-in Capital Accumulated Deficit Totals Balance – December 31. 2021 74,640,766 $ 74,641 5,000,000 $ 5,000 $ 97,186,036 $ ( 97,318,853 ) $ ( 53,176 ) Net loss - - - - - ( 58,348 ) ( 58,348 ) Balance – December 31, 2022 74,640,766 $ 74,641 5,000,000 $ 5,000 $ 97,186,036 $ ( 97,377,201 ) $ ( 111,524 ) Common Stock: Shares Common Stock: Amount Preferred Stock: (A-1) Shares Preferred Stock: Amount Additional Paid-in Capital Accumulated Deficit Totals Balance – December 31. 2020 74,641,276 $ 74,641 5,000,000 $ 5,000 $ 97,186,036 $ ( 97,272,577 ) $ ( 6,900 ) Cancellation of common stock ( 510 ) - - - - - - Net loss - - - - - ( 46,276 ) ( 46,276 ) Balance – December 31, 2021 74,640,766 $ 74,641 5,000,000 $ 5,000 $ 97,186,036 $ ( 97,318,853 ) $ ( 53,176 ) The accompanying notes are an integral part of these consolidated financial statements. F- 4 HONG YUAN HOLDING GROUP STATEMENTS OF CASH FLOWS 2022 2021 Year Ended December 31, 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 58,348 ) $ ( 46,276 ) Adjustments to reconcile net loss to net cash used in operating activities: - - Changes in operating assets and liabilities: Accounts payable and accrued liabilities 1,833 ( 600 ) Due to related party 56,515 46,876 Net Cash Used in Operating Activities - - CASH FLOWS FROM INVESTING ACTIVITIES - - CASH FLOWS FROM FINANCING ACTIVITIES - - Net change in cash and cash equivalents for the year - - Cash and cash equivalents at beginning of the year - - Cash and cash equivalents at end of the year $ - $ - SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for income taxes $ - $ - Cash paid for interest $ - $ - The accompanying notes are an integral part of these consolidated financial statements. F- 5 HONG YUAN HOLDING GROUP NOTES TO FINANCIAL STATEMENTS Note 1 – Organization and basis of accounting Basis of Presentation and Organization This summary of significant accounting policies of Hong Yuan Holding Group. (a development stage company) (“the Company”) is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. The Company has realized minimal revenues from its planned principal business purpose and, accordingly, is considered to be in its development stage in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 915 (SFAS No. 7). The Company has elected a fiscal year end of December 31. Business Description We were incorporated on September 29, 2001 in the State of Nevada under the name of Biocorp North America Inc. On March 18, 2005, we filed an amendment to our certificate of incorporation to change our name to Cereplast, Inc. On February 10, 2014, the Company, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Indiana (the “Bankruptcy Court “). On February 14, 2014, the Company filed a motion in the Bankruptcy Court seeking to convert the Company’s Chapter 11 Case to a Chapter 7 bankruptcy case. On March 27, 2014, the court granted the Company’s motion and on that date the Company’s Chapter 11 Case was converted to a Chapter 7 case. As a result, the Company adopted liquidation basis of accounting on the discontinued operations according to ASC 205-30 “Presentation of Financial Statements – Liquidation Basis of Accounting”, accordingly the accumulated deficit generated prior to bankruptcy proceedings remained unadjusted. On January 31, 2014, the Board of Directors of Cereplast, Inc. (the “Company”) approved a 1-for-50 reverse split (the “Reverse Split) which was previously approved by the shareholders on April 5, 2013 and previously disclosed on Current Report Form 8-K filed on April 5, 2013. On February 3, 2014, Cereplast, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation to effect the reverse split (the “Reverse Split”), effective as of February 21, 2014. On March 22, 2019, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for Cereplast, Inc., proper notice having been given to the officers and directors of Cereplast, Inc. There was no opposition. On June 04, 2019, the Company filed a certificate of revival with the state of Nevada, appointing David Lazar as, President, Secretary, Treasurer and Director. On 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. On 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. On 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. F- 6 On 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 5,000,00 shares of the Series A-1 Preferred stock valued at $ 5,000 to Custodian Ventures LLC as repayment funds loaned to the Company. A change of control of the Company was completed on November 3, 2020, control was obtained by the sale of 50,000,000 common shares and $ 5,000,000 Series A-1 Preferred Shares from Custodian Ventures, LLC to Xudong Li. After November 3, 2020, the Company’s operations are determined and structured by the new major shareholder. On November 18, 2020, the Company filed an amendment to its certificate of incorporation to change its name to Hong Yuan Holding Group. The accompanying financial statements are prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The Company is a development stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital, and research into products which may become part of the Company’s product portfolio. The Company has not realized significant sales since inception. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and, even if planned principal operations have commenced, revenues are insignificant. The 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. The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital, or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Note 2 – Summary of significant accounting policies Covid – 19 On 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. Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. F- 7 Employee Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations. Loss per Share Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2022 and 2021, as there are no potential shares outstanding that would have a dilutive effect. Income Taxes Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company recorded a valuation allowance against its deferred tax assets as of December 31, 2022 and 2021. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. Note 3- Going Concern The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Note 4 – Related party transaction During the year ended December 31, 2022, the Company’s current majority shareholder advanced $ 56,515 to the Company as working capital. As of December 31, 2022 and 2021, the Company owed its current majority shareholders of $ 109,691 , and $ 53,176 , respectively. The advances are non-interest bearing and are due on demand. Note 5 – Common stock On 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. F- 8 On May 27, 2021, the 510 shares of common stock issued to Custodian Ventures were cancelled. As of December 31, 2022, a total of 74,640,766 shares of common stock with par value $ 0.001 remain outstanding. Note 6 – Preferred stock As of December 31, 2022, a total of 5,000,000 shares of Series A-1 preferred stock with par value $ 0.001 remain outstanding. NOTE 7 – INCOME TAXES Deferred taxes represent the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Temporary differences result primarily from the recording of tax benefits of net operating loss carry forwards. As of December 31, 2022, the Company has an insufficient history to support the likelihood of ultimate realization of the benefit associated with the deferred tax asset. Accordingly, a valuation allowance has been established for the full amount of the net deferred tax asset. The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes for the years ended December 31, 2022 and 2021 as follows: SCHEDULE OF PRETAX INCOME FROM CONTINUING OPERATIONS 2022 2021 Year Ended December 31, 2022 2021 Income tax benefit at federal statutory rate 21 % 21 % Change in valuation allowance - 21 % - 21 % Income tax expenses benefit - % - % The components of deferred taxes consist of the following at December 31, 2022 and 2021: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2022 December 31, 2021 Net operating loss carryforwards $ 20,449,212 $ 20,436,959 Less: valuation allowance ( 20,449,212 ) ( 20,436,959 ) Net deferred tax assets $ - $ - Uncertain Tax Positions Interest associated with unrecognized tax benefits are classified as income tax, and penalties are classified in selling, general and administrative expenses in the statements of operations. For December 31, 2022 and 2021, the Company had no unrecognized tax benefits and related interest and penalties expenses. Currently, the Company is not subject to examination by major tax jurisdictions. Note 8 – Subsequent Event On 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. F- 9