What changed in this filing

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Item 9A. Controls and Procedures

2026-05-08 compared with 2025-07-03 · 192 added, 131 removed, 545 unchanged (37% of the section changed)

34 unchanged sentences

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

Other Information

And Executive Officers And Corporate Governance.

1 unchanged sentence

date of this report:

President, CFO, Secretary

Zhang Haosong

CEO, Secretary and Director

Independent Director

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

8 unchanged sentences

R&D, production, and sales of Selenium.

YanLi Ma, has over 25

years of financial management and leadership experience across the petrochemical, catering management, and technology development industries.

From July 1999 to April 2015, Ms.

Ma served as Financial Manager at Henan Oilfield Nanyang Dazheng Petrochemical Industry Co., Ltd.

April 2015 to March 2021, she was Financial Manager and Financial Director at Zhengzhou Yuxing Catering Management Co., Ltd.

2021 to September 2025, Ms.

Ma served as Financial Manager at Fengcuiyuan Chang Technology Development Co., Ltd.

Quanlin Dang is a petroleum

geology professional with over 30 years of experience in geological logging, field operations and project management within large-scale

oilfield environments.

From 1999 to 2019, he worked as Project Manager with Sinopec Henen Oilfield at the Nanyang Branch of the Geological

Logging Company under the Henan Petroleum Exploration Bureau.

Haosong has been a director of the Company since November 2020.

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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 ($)

Name and Principal

Incentive Plan Compensation ($)

and Nonqualified Deferred Compensation Earnings ($)

Other Compensation ($)

do not have any employment agreements with our officers.

9 unchanged sentences

owned, subject to community property laws where applicable.

Name and Address of Beneficial Owner (1)

Xudong Li, President, CFO, Secretary, and Director

Zhang Haosong, Director

All executive officers, beneficial owners, and directors as a group (2)

c/o Room 2707,

Global Mansion, Zhengbian Road, Jishui District, Zhengzhou City, Henan Provence 450000 China

and Address of Beneficial Owner (1)

Xudong Li, President, CEO, Secretary,

Zhang Haosong, Independent Director

Yanli Ma, CFO

Quanlin Dang, Independent Director

All executive officers, beneficial owners,

and directors as a group (4)

Room 2707, Global Mansion, Zhengbian Road, Jishui District, Zhengzhou City, Henan Provence 450000 China

following table sets forth information as of the date of this report regarding the beneficial ownership of the Company’s Series

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Name and Position

Percentage (3)

Xudong Li, President, Chief Executive Officer, Director (2)

Xudong Li, President, CEO, Secretary, and Director (2)

Zhang Haosong, Director

All Officers and directors as a Group (2 persons)

Yanli Ma, CFO

Quanlin Dang, Independent Director

All Officers and directors as a Group (4

on 5,000,000 shares of Series A-1 Preferred Stock (“Preferred Stock”) outstanding, which, voting together as a class,

43 unchanged sentences

independent registered public accounting firm, Olayinka Oyebola& Co (“Olayinka”).

Olayinka was only retained by the

Company for less than a year, and no reports were filed with the SEC.

During the period that Olayinka was the Company’s auditor

through February 26, 2025, there were no disagreements with Olayinka on any matter of accounting principles or practices, financial statement

Olayinka was only retained by the Company

for less than a year, and no reports were filed with the SEC.

During the period that Olayinka was the Company’s auditor through

February 26, 2025, there were no disagreements with Olayinka on any matter of accounting principles or practices, financial statement

disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Olayinka, would have caused Olayinka to refer

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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, 2024, and December 31, 2023:

Fiscal year ended December 31,

the fiscal years ended December 31, 2025, and 2024:

year ended December 31,

Audit Related Fees

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AND FINANCIAL STATEMENT SCHEDULES.

The following

documents have been filed as part of this Annual Report on Form 10-K.

following documents have been filed as part of this Annual Report on Form 10-K.

Ended December 31, 2025, and 2024

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Securities Purchase Agreement between Custodian ventures, LLC and Xudong Li dated October 22, 2020

Consent of Independent Registered Public Accounting Firm

Certification of Chief Executive Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.

Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C.

of Independent Registered Public Accounting Firm

Certification

of Chief Executive Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934.

Certification

of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C.

Section 1350).

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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 July 3, 2025

Chief Executive Officer

and a Director

(Principal Executive Officer)

Zhang Haosong

indicated on May 8, 2026

Executive Officer and a Director

Executive Officer)

Zhang Haosong

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on the Financial Statements

have audited the accompanying balance sheet of Hong Yuan Holding Group (the Group) as of December 31, 2024, and the related statements

of income, stockholders’ equity, and cash flows for the period ended December 31, 2024, and the related notes (collectively referred

to as the financial statements).

The financial statements of Hong Yuan Holding Group (the Group) as of December 31, 2023 were audited

by other auditors whose report, dated April 8, 2024 expressed an unqualified opinion on those financial statements.

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

2024, and the results of its operations and its cash flows for the period ended December 31, 2024, in conformity with accounting principles

generally accepted in the United States of America.

have audited the accompanying balance sheet of Hong Yuan Holding Group (the Group) as of December 31, 2025, and the related

statements of income, stockholders’ equity, and cash flows for the period ended December 31, 2025, 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 Group as of December 31, 2025, and the results of its operations and its cash flows

for the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of

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

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

in Note 3 to the financial statements, the Group incurred a net loss of $98,844 and has an accumulated deficit of $97,784,280.

the Group had negative working capital and total stockholders’ deficit of $168,802.

These matters raise substantial doubt about

its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 3.

The financial

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

The accompanying consolidated financial statements have been prepared on a going concern basis.

For the year ended December 31, 2025,

the Group generated revenue;

however, it incurred a net loss, reported negative operating cash flows, and had a working capital deficit

as of year-end.

These conditions raise substantial doubt about the Group’s ability to meet its obligations as they fall due within

one year after the financial statements are issued.

Management’s plans to address these conditions, including raising additional

funding and improving operating performance, are disclosed in the financial statements.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

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

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have served as the Group’s auditor since 2025.

HONG YUAN HOLDING GROUP

Consolidated Balance Sheets

YUAN HOLDING GROUP

Balance Sheets

Current Assets

Cash and cash

Cash and cash equivalents

under discontinued operations

Accounts receivable, net

Prepaid expense and other receivable

Prepaid expense and other

Current assets under discontinued

Total Current Assets

Property and equipment, net of accumulated

Intangible assets, net of accumulated

Deferred expenses

Right of use assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’

Current Liabilities

Accounts payable and accrued liabilities

Operating lease liabilities - Current

Accounts payable and accrued

Operating lease liabilities

Deferred revenue

Due to related party

Current liabilities under

discontinued operations

Total Current Liabilities

Operating lease liabilities - Noncurrent

Operating lease liabilities

TOTAL LIABILITIES

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Series A-1 Preferred stock:

5,000,000 shares authorized;

$ 0.001 par value 5,000,000 issued and

outstanding at December 31, 2024 and 2023

5,000,000 shares

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

Common stock:

2,000,000,000 shares authorized;

$ 0.001 par value 74,640,766 shares issued and

outstanding at December 31, 2024 and 2023

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

Additional Paid-in Capital

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( 97,784,280 )

Total Hong Yuan Holding Group Stockholders’ Deficit

Total Hong Yuan Holding Group Stockholders’

Non-controlling interests

Total stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

Total stockholders’ deficit

TOTAL LIABILITIES AND STOCKHOLDERS’

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

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Operating Expenses

Selling and marketing

General and administrative

Professional fees

Total Operating Expenses

Operating loss

Operating Expenses

Operating income (loss) from continuing operations

Other Income and Expense

Interest income

Total other income (expense)

Net loss before taxes

Total other income

Net Income before taxes

Provision for income taxes

Net loss before non-controlling interests

$ ( 154,464 )

Net income attributable to non-controlling interests

Net loss attributable to Hong Yuan Holding Group

Income (loss) from continuing

Discontinued operations

Loss from discontinued operation

Loss on deconsolidation of the discontinued

Loss from discontinued operations,

net of tax benefits

Net Income (loss)

Net income (loss) attributable

to non-controlling interests

Net income (loss) attributable

to Hong Yuan Holding Group

Other comprehensive income (loss)

Comprehensive Loss

$ ( 154,464 )

Basic and dilutive net loss per common share

Weighted average number of common shares outstanding - basic and diluted

Comprehensive Income (loss)

Basic and dilutive net income (loss) per common

Weighted average number of common shares outstanding

- basic and diluted

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

YUAN HOLDING GROUP

OF STOCKHOLDERS’ EQUITY

Other Comprehensive

Statements of Stockholders’ Deficit

Comprehensive

Income (Loss)

Stockholders’

Balance - December

$ ( 97,377,201 )

Retroactive consolidation

of VIE under common control

Accumulated other comprehensive

Comprehensive

Income (Loss)

Stockholders’

Balance - December 31, 2023

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non-controlling interests

other comprehensive income

Balance - December

$ ( 97,784,280 )

$ ( 168,802 )

Comprehensive

Stockholders’

Balance - December 31, 2024

$ ( 97,784,280 )

$ ( 168,802 )

$ ( 97,784,280 )

$ ( 168,802 )

Deconsolidation of the

discontinued operations

Accumulated other comprehensive

3 unchanged sentences

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

HONG YUAN HOLDING GROUP

Consolidated Statements of Cash Flows

CASH FLOWS FROM OPERATING ACTIVITIES

$ ( 154,464 )

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

Depreciation expense

YUAN HOLDING GROUP

Statements of Cash Flows

CASH FLOWS FROM OPERATING

Net (loss) from discontinued

Adjustments to reconcile

net income to net cash provided by operating activities:

Depreciation and amortization

Lease expense

Changes in operating assets and liabilities:

Changes in operating assets

and liabilities:

Accounts receivable

Prepaid expense and Other Receivables

Accounts payable and accrued liabilities

Prepaid expense and other

Accounts payable and accrued

Deferred revenue

Operating lease payment

Due to related party

Net Cash Provided by (Used in) Operating Activities

CASH FLOWS FROM INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES

Net Cash Provided by Operating Activities from

Continuing Operations

Net Cash Used in Operating Activities from

Discontinued Operations

Net Cash (Used in) Operating Activities

CASH FLOWS FROM INVESTING

Deferred renovation expenses

Development cost of

intangible assets

Net Cash (Used in) Investing Activities

CASH FLOWS FROM FINANCING

Proceeds from capital contribution

Capital contribution from

non-controlling interests

Net Cash Provided by Financing Activities

EFFECT OF EXCHANGE RATE CHANGE ON CASH & CASH EQUIVALENTS

EFFECT OF EXCHANGE RATE CHANGE ON CASH &

CASH EQUIVALENTS

Net change in cash and cash equivalents

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Cash paid for interest

NON-CASH INVESTING AND FINANCING ACTIVITIES

Right of use asset and related liability

Acquisitions of subsidiary under common control

NON-CASH INVESTING AND FINANCING

Right of use asset and

related liability

Acquisitions of subsidiary

under common control

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

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Treasurer and Director.

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.

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

5,000,00 shares of the Series A-1 Preferred stock valued at $ 5,000 to Custodian Ventures LLC as repayment funds loaned to the Company.

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

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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, Xuchang was deconsolidated from the Company’s consolidated financial statements

starting in the second quarter of 2025 and Xuchang’s operating results prior to the deconsolidation was accounted for as discontinued

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

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Property and equipment, net

5 – Intangible assets

assets include development costs incurred relating to internal-use software.

April 10, 2024, Fengcuiyuan entered into an operating lease agreement to rent an office.

10 unchanged sentences

of Company’s Lease Expenses

Year Ended December 31,

Ended December 31,

Operating lease expense

1 unchanged sentence

of Other Information Related to Leases

December 31, 2024

Cash Paid For Amounts Included In Measurement of Liabilities:

Operating cash flows from operating leases

Cash Paid For Amounts Included

In Measurement of Liabilities:

Operating cash flows from operating

Weighted Average Remaining Lease Term:

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current portion

Lease liabilities – non-current portion

Lease liabilities

– non-current portion

7 – Related party transaction

the year ended December 31, 2025, the Company’s current majority shareholder advanced $ 86,244 to the Company as working capital.

As of December 31, 2024 and 2023, the Company owed its current majority shareholder of $ 251,889 including $ 64,103 for acquisition of

Hongyuan HK, and $ 150,175 , respectively.

As of December 31, 2025 and 2024, the Company owed its current majority shareholder of $ 338,131 and $ 251,887 , respectively, including

$ 64,103 for acquisition of Hongyuan HK.

The advances are non-interest bearing and are due on demand.

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provision for income taxes consists of the following:

OF PROVISION FOR INCOME TAXES

Year Ended December 31,

Schedule of Provision for Income Taxes

Ended December 31,

Provision for income taxes

1 unchanged sentence

before income taxes for the years ended December 31, 2025 and 2024 as follows:

OF EFFECTIVE INCOME TAX RATE RECONCILIATION

Year Ended December 31,

Income tax benefit at federal statutory rate ( 21 %)

Schedule of Effective Income Tax Rate Reconciliation

Ended December 31,

Income tax benefit at federal

statutory rate ( 21 %)

Difference in foreign income tax rates

2 unchanged sentences

components of deferred taxes consist of the following at December 31, 2025 and 2024:

OF DEFERRED TAX ASSETS AND LIABILITIES

Schedule of Deferred Tax Assets and Liabilities

Net operating loss carryforwards

9 unchanged sentences

Currently, the Company is not subject to examination by major tax jurisdictions.

11 – 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, Xuchang was deconsolidated from the Company’s consolidated financial statements

starting in the second quarter of 2025 and Xuchang’s operating results prior to the deconsolidation was accounted for as discontinued

The Company recorded a loss on deconsolidation of the discontinued operations of $ 2,788 in the second quarter of 2025.

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

12 – Subsequent Event

June 2025, we changed our 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.

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.

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