What changed in this filing

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Item 1. Financial Statements

2025-09-26 compared with 2025-09-26 · 61 added, 121 removed, 508 unchanged (26% of the section changed)

4 unchanged sentences

Cash and cash equivalents

Cash and cash equivalents under discontinued operations

Accounts receivable, net

Notes receivable

Prepaid expense and other receivable

Current assets under discontinued operations

Total Current Assets

5 unchanged sentences

Operating lease liabilities - Current

Deferred revenue

Due to related party

Current liabilities under discontinued operations

Total Current Liabilities

5 unchanged sentences

5,000,000 shares authorized;

$ 0.001 par value 5,000,000 issued and outstanding at June 30, 2025 and December 31, 2024

$ 0.001 par value 5,000,000 issued and outstanding at March 31, 2025 and December 31, 2024

Common stock:

2,000,000,000 shares authorized;

$ 0.001 par value 74,640,766 shares issued and outstanding at June 30, 2025 and December 31, 2024

$ 0.001 par value 74,640,766 shares issued and outstanding at March 31, 2025 and December 31, 2024

Additional Paid-in Capital

11 unchanged sentences

Statements of Operations

Six Months Ended

Three Months Ended

Cost of revenue

4 unchanged sentences

Total Operating Expenses

Operating income from continuing operations

Net Income from operations

Other Income and Expense

Interest income

Other Expense

Total other income (expense)

Net Income before taxes

Provision for income taxes

Income from continuing operations

Discontinued operations

Loss from discontinued operation

Loss on deconsolidation of the discontinued operations

Loss from discontinued operations, net of tax benefits

Net Income (loss)

Net (loss) attributable to non-controlling interests

Net income (loss) attributable to Hong Yuan Holding Group

Net income attributable to non-controlling interests

Net loss attributable to Hong Yuan Holding Group

Other comprehensive income (loss)

5 unchanged sentences

Statements of Stockholders’ Deficit

Comprehensive

Income (Loss)

Stockholders’

Preferred Stock

5 unchanged sentences

$ ( 168,802 )

Net income (loss)

Accumulated other comprehensive income

2 unchanged sentences

$ ( 130,826 )

Deconsolidation of the discontinued operations

Net income (loss)

Accumulated other comprehensive income

Balance - June 30, 2025

$ ( 97,716,424 )

Preferred Stock

Comprehensive

Income (Loss)

Stockholders’

Balance - December 31, 2023

1 unchanged sentence

$ ( 137,483 )

Capital contribution received by VIE

Accumulated other comprehensive income

Balance - March 31, 2024

$ ( 97,685,122 )

$ ( 137,483 )

$ ( 97,731,676 )

$ ( 135,656 )

Capital contribution received by VIE

Net income (loss)

Accumulated other comprehensive income

Balance – June 30, 2024

Balance - March 31, 2024

$ ( 97,731,676 )

5 unchanged sentences

Statements of Cash Flows

Six Months Ended June 30,

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (loss)

Net income from discontinued operations

Adjustments to reconcile net income to net cash provided by operating activities:

5 unchanged sentences

Accounts payable and accrued liabilities

Deferred revenue

Operating lease payment

Due to related party

Net Cash Provided by Operating Activities from Continuing Operations

Net Cash Used in Operating Activities from Discontinued Operations

Net Cash Provided by (Used in) Operating Activities

12 unchanged sentences

Right of use asset and related liability modification

Acquisitions of subsidiary under common control

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

151 unchanged sentences

The Company’s diluted income and loss per share is the same as the basic income

and loss per share for the three months ended June 30, 2025 and 2024, as there are no potential shares outstanding that would have a

and loss per share for the three months ended March 31, 2025 and 2024, as there are no potential shares outstanding that would have a

dilutive effect.

5 unchanged sentences

The Company recorded a valuation allowance against

its deferred tax assets as of June 30, 2025 and December 31, 2024.

its deferred tax assets as of March 31, 2025 and December 31, 2024.

Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions.

33 unchanged sentences

of Balance Sheet Information Related to Company’s Leases

June 30, 2025

Operating Leases

5 unchanged sentences

of Company’s Lease Expenses

Six Months Ended June 30,

Three Months Ended March 31,

Operating lease expense

1 unchanged sentence

of Other Information Related to Leases

Six Months Ended

June 30, 2025

Three Months Ended

March 31, 2025

Cash Paid For Amounts Included In Measurement of Liabilities:

14 unchanged sentences

6 – Related party transaction

the six months ended June 30, 2025, the Company’s current majority shareholder advanced $ 22,572 to the Company as working capital.

As of June 30, 2025 and December 31, 2024, the Company owed its current majority shareholder of $ 274,459 and $ 251,887 , respectively,

the three months ended March 31, 2025, the Company’s current majority shareholder advanced $ 2,461 to the Company as working capital.

As of March 31, 2025 and December 31, 2024, the Company owed its current majority shareholder of $ 254,349 and $ 251,887 , respectively,

including $ 64,103 for acquisition of Hongyuan HK.

1 unchanged sentence

7 – Common stock

June 30, 2025, the Company is authorized to issue 2,000,000,000 shares of $ 0.001 par value common stock.

of June 30, 2025, a total of 74,640,766 shares of common stock with par value $ 0.001 remain outstanding.

March 31, 2025, the Company is authorized to issue 2,000,000,000 shares of $ 0.001 par value common stock.

of March 31, 2025, a total of 74,640,766 shares of common stock with par value $ 0.001 remain outstanding.

8 – Preferred stock

of June 30, 2025, a total of 5,000,000 shares of Series A-1 preferred stock with par value $ 0.001 remain outstanding.

of March 31, 2025, a total of 5,000,000 shares of Series A-1 preferred stock with par value $ 0.001 remain outstanding.

9 – INCOME TAXES

4 unchanged sentences

Temporary differences result primarily from the recording of tax benefits of net operating loss carry forwards.

of June 30, 2025, the Company has an insufficient history to support the likelihood of ultimate realization of the benefit associated

of March 31, 2025, the Company has an insufficient history to support the likelihood of ultimate realization of the benefit associated

with the deferred tax asset.

3 unchanged sentences

expenses in the statements of operations.

For the six months ended June 30, 2025 and 2024, the Company had no unrecognized tax benefits

For the three months ended March 31, 2025 and 2024, 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.

10 – Discontinued operations

April 2025, the Company changed its business model.

Rongcheng relinquished its 55 % ownership in Xuchang and received its original investment

back, but will still fund the opening of stores operated by Xuchang.

In the future, the investment funds for stores will be recovered

as loans from the stores’ profits.

As a result, the Company recorded a loss on deconsolidation of the discontinued operations of

Company has reclassified its previously issued financial statements to segregate the discontinued operations as of the earliest period

10 – 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.

June 2025, the Company changed its business model.

Rongcheng relinquished its 55 % ownership in Xuchang, but will still fund the opening

of stores operated by Xuchang.

The investment funds for stores will be recovered as loans in the future from the stores’ profits.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.

55 unchanged sentences

fields such as pre-packaged food, agricultural and by-products, and household goods.

April 2025, the Company changed its business model.

Rongcheng relinquished its 55% ownership in Xuchang and received its original investment

back, but will still fund the opening of stores operated by Xuchang.

In the future, the investment funds for stores will be recovered

as loans from the stores’ profits.

As a result, the Company recorded a loss on deconsolidation of the discontinued operations of

have not yet generated sustained profits from our prior operations.

Our independent accountants have expressed a “going concern”

As of June 30, 2025, we had an accumulated deficit of $97,716,424 and a net working capital deficit of $128,101.

As of March 31, 2025, we had an accumulated deficit of $97,746,780 and a net working capital deficit of $168,763.

our current burn rate is nominal, it is expected that our costs of operations will continue to exceed revenues, primarily due to the

41 unchanged sentences

in the length of time that the receivables are past due greater than the historical assumptions used, additional allowances may be required.

The Company has no allowance for doubtful accounts as of June 30, 2025 and December 31, 2024, respectively.

The Company has no allowance for doubtful accounts as of March 31, 2025 and December 31, 2024, respectively.

Company follows the asset and liability method of accounting for future income taxes.

6 unchanged sentences

The Company’s effective tax rate approximates the Federal statutory rates.

of Operations for the Three Months Ended June 30, 2025 compared to the Three Months Ended June 30, 2024

was $112,812 in the three months ended June 30, 2025 compared to $15,205 in the same period last year.

The increase in revenue was mainly

because the Chinese VIEs started generating revenue in the second quarter of 2024 and have been ramping up the operations to generate

more revenues.

of goods sold was $17,252 in the three months ended June 30, 2025 compared to $6,149 in the same period last year due to the increase

expenses were $57,676 in the three months ended June 30, 2025 compared to $32,127 in the same period last year, an increase of $25,549

The increase was mainly due to the increase in general and administrative expenses and selling and marketing expenses.

increase in general and administrative expenses in the second quarter of 2025 was mainly due to the increase in personnel expense, rent

and office expense, partly offset by the decrease in travel expense.

the three months ended June 30, 2025, the Company had a net income of $29,679, compared to a net loss of $22,912 during the same period

last year, an increase of $52,591.

The increase in net income in the second quarter of 2025 was primarily due to the increase in gross

profit as a result of the Chinese VIEs ramping up the operations to generate more revenues, partly offset by higher operating expenses

the loss from discontinued operations.

of Operations for the Six Months Ended June 30, 2025 compared to the Six Months Ended June 30, 2024

was $353,877 in the six months ended June 30, 2025 compared to $15,205 in the same period last year.

The increase in revenue was mainly

because the Chinese VIEs started generating revenue in the second quarter of 2024 and have been ramping up the operations to generate

more revenues.

of goods sold was $141,599 in the six months ended June 30, 2025 compared to $6,149 in the same period last year due to the increase

expenses were $134,256 in the six months ended June 30, 2025 compared to $78,683 in the same period last year, an increase of $55,573

The increase was mainly due to the increase in general and administrative expenses, selling and marketing expenses, and professional

The increase in general and administrative expenses in the six months ended June 30, 2025 was mainly due to the increase in personnel

expense and office expense, partly offset by the decrease in travel expense.

the six months ended June 30, 2025, the Company had a net income of $67,036, compared to a net loss of $69,466 during the same period

of Operations for the Three Months Ended March 31, 2025 compared to the Three Months Ended March 31, 2024

was $241,065 in the three months ended March 31, 2025 compared to Nil in the same period last year.

The increase in revenue was

mainly due to the consolidation of the Chinese VIEs under common control which started generating revenue in the second quarter of

of goods sold was $124,347 in the three months ended March 31, 2025 compared to Nil in the same period last year due to no revenue

in the same period last year as explained above.

expenses were $76,580 in the three months ended March 31, 2025 compared to $46,556 in the same period last year, an increase of $30,024

The increase was mainly due to the increase in general and administrative expenses and professional fees.

The increase in general

and administrative expenses in the first quarter of 2025 was mainly due to the increase in personnel expense, office expense and travel

expense,, partly offset by the decrease in rent expense.

the three months ended March 31, 2025, the Company had a net income of $37,357, compared to a net loss of $46,554 during the same period

last year, an increase of $83,911.

The increase in net income in the six months ended June 30, 2025 was primarily due to the increase

in gross profit as a result of the Chinese VIEs ramping up the operations to generate more revenues, partly offset by higher operating

expenses and the loss from discontinued operations.

The increase in net income in the first quarter of 2025 was primarily due to the increase in gross

profit as a result of the Chinese VIEs starting to generate revenue, partly offset by the increase in operating expenses.

and Capital Resources

of June 30, 2025 and December 31, 2024, we had a cash balance of $45,238 and $38,527 respectively.

During the six months ended June 30,

of March 31, 2025 and December 31, 2024, we had a cash balance of $33,300 and $46,291 respectively.

During the three months ended March

31, 2025 and 2024, the company’s operations are primarily funded by the Company’s CEO and major shareholder and the minority

24 unchanged sentences

raise substantial doubt about the ability of the Company to continue as a going concern.

the six months ended June 30, 2025, net cash used in operating activities was $1,905.

the three months ended March 31, 2025, net cash used in operating activities was $13,234.

This was primarily due to the net income of

adjusted by non-cash related expenses including depreciation of $359, and then decreased by unfavorable changes in working capital of

The unfavorable changes in working capital mainly resulted from an increase in accounts receivable of $93,161, and an increase

in prepaid expense and other receivable of $60,118, partly offset by an increase in deferred revenue of $40,444, an increase in accounts

payable and accrued liabilities of $15,982, and an increase in due to related party of $22,571.

the six months ended June 30, 2024, net cash used in operating activities was $41,464.

$37,357, adjusted by non-cash related expenses including depreciation of $335, and then decreased by unfavorable changes in working capital

The unfavorable changes in working capital mainly resulted from an increase in accounts receivable of $45,850, an increase

in inventory of $4,681, and an increase in prepaid expense and other receivable of $37,912, offset by an increase in accounts payable

and accrued liabilities of $35,056, and an increase in due to related party of $2,461.

the three months ended March 31, 2024, net cash used in operating activities was $39,010.

This was primarily due to the net loss of $46,554,

1 unchanged sentence

The favorable changes in working capital mainly resulted from an increase in due to related party of $16,125, and an increase in accounts

payable and accrued liabilities of $9,375, offset by an increase in accounts receivable of $1,220, and an increase in prepaid expense

and other receivable of $1,109.

neither generated nor used cash in investing activities during the six months ended June 30, 2025 and 2024.

neither generated nor used cash in financing activities during the six months ended June 30, 2025.

the six months ended June 30, 2024, net cash provided by financing activities were proceeds from capital contribution received by Chinese

VIEs of $48,510.

payable and accrued liabilities of $1,491, offset by an increase in prepaid expense and other receivable of $10,412.

neither generated nor used cash in investing activities during the three months ended March 31, 2025 and 2024.

neither generated nor used cash in financing activities during the three months ended March 31, 2025.

For the three months ended March

31, 2024, net cash provided by financing activities were proceeds from capital contribution received by Chinese VIEs of $48,689.

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

As shown in the accompanying

financial statements, we had a net income of $67,036 for the six months ended June 30, 2025 and incurred a net loss of $69,466 for the

six months ended June 30, 2024, and had a working capital deficit of $128,101 as of June 30, 2025, in addition to a stockholders’

deficit of $99,044 which raise substantial doubt about the Company’s ability to continue as a going concern.

believes the Company may continue to incur losses and negative cash flows from operating activities for the foreseeable future and will

financial statements, we had a net income of $37,357 and incurred a net losses of $46,554 for the three months ended March 31, 2025 and

2024, respectively, and had a working capital deficit of $168,763 as of March 31, 2025, in addition to a stockholders’ deficit

of $130,826 which raise substantial doubt about the Company’s ability to continue as a going concern.

believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will

need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever.

21 unchanged sentences

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-Q/A

Item 1. Financial Statements