What changed in this filing

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Item 1. Business

2025-07-03 compared with 2024-04-09 · 194 added, 254 removed, 3 unchanged (99% of the section changed)

Yuan Holding Group, formerly Cereplast, Inc., a Nevada corporation (“Hong Yuan”, the “Company, “we”, “us”

or “our”) is a public shell company seeking to create value for its shareholders by merging with another entity with experienced

management and opportunities for growth in return for shares of our common stock.

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.

do not propose to restrict our search for a business opportunity to any particular industry or geographical area and may, therefore,

engage in essentially any business in any industry.

We have unrestricted discretion in seeking and participating in a business opportunity,

subject to the availability of such opportunities, economic conditions, and other factors.

selection of a business opportunity in which to participate is complex and risky.

Additionally, we have only limited resources and may

find it difficult to locate good opportunities.

There can be no assurance that we will be able to identify and acquire any business opportunity

which will ultimately prove to be beneficial to us and our shareholders.

We will select any potential business opportunity based on our

management’s best business judgment.

activities are subject to several significant risks, which arise primarily as a result of the fact that we have no specific business,

and may acquire or participate in a business opportunity based on the decision of management, which potentially could act without the

consent, vote, or approval of our shareholders.

The risks faced by us are further increased as a result of its lack of resources and

our inability to provide a prospective business opportunity with significant capital.

and Corporate History

Company was incorporated in the state of Nevada on September 14, 2001 under the name Biocorp North America, Inc.

On July 19, 2004 the

Company changed its name to Nat-UR, Inc.

and on March 18, 2005 it changed its name again to Cereplast, Inc.

developed and tried to commercializing 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.

In the summer of 2014, the Company ceased all operations and since that time has been inactive

May 7, 2014, we voluntarily converted our Chapter 11 filing to a Chapter 7 filing in the U.S.

Bankruptcy Court for the Southern District

We ceased all business activities in August 2014.

On May 10, 2019, the Trustees’ Final Account, the Certification of

Full Administration and Application for Discharge was filed and accepted by the Court.

All debts and liabilities were paid or discharged.

On May 11, 2019, the Bankruptcy Case was closed.

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.

Yuan Holding Group (“We”, “the Company”, “Hong Yuan”, Us” or “Our”) was 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, The Company is a development-stage enterprise devoting substantial

efforts to establishing a new business, financial planning, raising capital, and researching products that 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.

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 a liquidation basis of accounting for its discontinued operations, in accordance

with ASC 205-30, “Presentation of Financial Statements – Liquidation Basis of Accounting.” Consequently, the accumulated

deficit generated prior to the bankruptcy proceedings remained unadjusted.

January 31, 2014, the Board of Directors of Cereplast, Inc.

(the “Company”) approved a 1-for-50 reverse split (the “Reverse

Split) which the shareholders previously approved on April 5, 2013, and previously disclosed on Current Report Form 8-K filed on April

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.

March 22, 2019, the Eighth Judicial District Court of Nevada appointed Custodian Ventures, LLC, as custodian for Cereplast, Inc., after

proper notice had been given to the officers and directors of Cereplast, Inc.

There was no opposition.

June 04, 2019, the Company filed a certificate of revival with the state of Nevada, appointing David Lazar as, President, Secretary,

Treasurer and Director.

change of control of the Company was completed on November 3, 2020, Pursuant to a Stock Purchase Agreement dated October 22, 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

After November 3, 2020, the Company’s operations are determined and structured by the new major shareholder.

Business Plan

business plan to seek a merger has many uncertainties which pose risks to investors.

intend to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons

or firms which desire to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the “1934 Act”).

We will not restrict our search to any specific business, industry or geographical location, and we may participate in business ventures

of virtually any nature.

This discussion of our proposed business is purposefully general and is not meant to be restrictive of our unlimited

discretion to search for and enter into potential business opportunities.

We anticipate that we may be able to participate in only one

potential business venture because of our lack of financial resources.

We may seek a business opportunity with entities which have recently

commenced operations, or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new

products or markets, to develop a new product or service, or for other corporate purposes.

All of these activities have risk to investors

including dilution and management.

expect that the selection of a business opportunity will be complex.

Due to general economic conditions, rapid technological advances

being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an

issuer who has complied with the 1934 Act.

Such benefits may include facilitating or improving the terms on which additional equity financing

may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to

restrictions of applicable statutes) for all stockholders and other factors.

Potentially, available business opportunities may occur

in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis

of such business opportunities extremely difficult and complex.

We have, and will continue to have, essentially no assets to provide

the owners of business opportunities.

However, we will be able to offer owners of acquisition candidates the opportunity to acquire a

controlling ownership interest in an issuer who has complied with the 1934 Act without incurring the cost and time required to conduct

an initial public offering.

analysis of new business opportunities will be undertaken by, or under the supervision of, our Board of Directors.

We intend to concentrate

on identifying preliminary prospective business opportunities which may be brought to our attention through present associations of our

director, professional advisors or by our stockholders.

In analyzing prospective business opportunities, we will consider such matters

as (i) available technical, financial and managerial resources;

(ii) working capital and other financial requirements;

(iii) history

of operations, if any, and prospects for the future;

(iv) nature of present and expected competition;

(v) quality, experience and depth

of management services;

(vi) potential for further research, development or exploration;

(vii) specific risk factors not now foreseeable

but that may be anticipated to impact the proposed activities of the company;

(viii) potential for growth or expansion;

(ix) potential

(x) public recognition and acceptance of products, services or trades;

(xi) name identification;

and (xii) other factors

that we consider relevant.

As part of our investigation of the business opportunity, we expect to meet personally with management and

key personnel.

To the extent possible, we intend to utilize written reports and personal investigation to evaluate the above factors.

will not acquire or merge with any company for which audited financial statements cannot be obtained within a reasonable period of time

after closing of the proposed transaction.

implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint

venture, or licensing agreement with another company or entity.

We may also acquire stock or assets of an existing business.

Upon consummation

of a transaction, it is probable that our present management and stockholders will no longer be in control of us.

In addition, our directors

may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders,

or sell his stock in us.

Any such sale will only be made in compliance with the securities laws of the United States and any applicable

is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under

application federal and state securities laws.

In some circumstances, as a negotiated element of the transaction, we may agree to register

all or a part of such securities immediately after the transaction is consummated or at specified times thereafter.

If such registration

occurs, it will be undertaken by the surviving entity after it has successfully consummated a merger or acquisition and is no longer

considered an inactive company.

issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may

have a depressive effect on the value of our securities in the future.

There is no assurance that such a trading market will develop.

the actual terms of a transaction cannot be predicted, it is expected that the parties to any business transaction will find it desirable

to avoid the creation of a taxable event and thereby structure the business transaction in a so-called “tax-free” reorganization

under Sections 368(a)(1) or 351 of the Internal Revenue Code (the “Code”).

In order to obtain tax-free treatment under the

Code, it may be necessary for the owner of the acquired business to own 80% or more of the voting stock of the surviving entity.

event, our stockholders would retain less than 20% of the issued and outstanding shares of the surviving entity.

This would result in

significant dilution in the equity of our stockholders.

part of our investigation, we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain

independent analysis of verification of certain information provided, check references of management and key personnel, and take other

reasonable investigative measures, to the extent of our limited financial resources and management expertise.

The manner in which we

participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of both parties, and the

management of the opportunity.

respect to any merger or acquisition, and depending upon, among other things, the target company’s assets and liabilities, our

stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or acquisition.

The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations

Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders.

will participate in a business opportunity only after the negotiation and execution of appropriate written business agreements.

the terms of such agreements cannot be predicted, generally we anticipate that such agreements will (i) require specific representations

and warranties by all of the parties;

(ii) specify certain events of default;

(iii) detail the terms of closing and the conditions which

must be satisfied by each of the parties prior to and after such closing;

(iv) outline the manner of bearing costs, including costs associated

with the Company’s attorneys and accountants;

(v) set forth remedies on defaults;

and (vi) include miscellaneous other terms.

stated above, we will not acquire or merge with any entity which cannot provide independent audited financial statements within a reasonable

period of time after closing of the proposed transaction.

If such audited financial statements are not available at closing, or within

time parameters necessary to insure our compliance within the requirements of the 1934 Act, or if the audited financial statements provided

do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed

transaction will be voidable, at the discretion of our present management.

If such transaction is voided, the definitive closing documents

will also contain a provision providing for reimbursement for our costs associated with the proposed transaction.

Company is a Blank Check Company

present, the Company is a development stage company with minimal assets and no specific business plan or purpose.

The Company’s

business plan is to seek new business opportunities or to engage in a merger or acquisition with an unidentified company.

the Company is a “blank check company” and, as a result, any offerings of the Company’s securities under the Securities

Act of 1933, as amended (the “Securities Act”) must comply with Rule 419 promulgated by the Securities and Exchange Commission

(the “SEC”) under the Act.

The Company’s Common Stock is a “penny stock,” as defined in Rule 3a51-1 promulgated

by the SEC under the Securities Exchange Act.

The Penny Stock rules require a broker-dealer, prior to a transaction in penny stock not

otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about Penny Stocks and

the nature and level of risks in the penny stock market.

broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer

and its salesperson in the transaction, and monthly account statements showing the market value of each Penny Stock held in the customer’s

Also, the Penny Stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written

determination that the Penny Stock is suitable for the purchaser and receive the purchaser’s written agreement to the transaction.

These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject

to the Penny Stock rules.

So long as the common stock of the Company is subject to the Penny Stock rules, it may be more difficult to

sell the Company’s common stock.

are a “Shell Company,” as defined in Rule 405 promulgated by the SEC under the Securities Act.

A Shell Company is one that

has no or nominal operations and either:

(i) no or nominal assets;

or (ii) assets consisting primarily of cash or cash equivalents.

a Shell Company, we are restricted in our use of Registrations on Form S-8 under the Securities Act;

the lack of availability of the

use of Rule 144 by security holders;

and the lack of liquidity in our stock.

Unavailability

of Rule 144 for Resale

144(i) “Unavailability to Securities of Issuers With No or Nominal Operations and No or Nominal Non-Cash Assets” provides

that Rule 144 is not available for the resale of securities initially issued by an issuer that is a Shell Company.

We have identified

our company as a Shell Company and, therefore, the holders of our securities may not rely on Rule 144 to have the restriction removed

from their securities without registration or until the Company is no longer identified as a Shell Company and has filed all requisite

periodic reports under the Exchange Act for twelve (12) months.

a result of our classification as a Shell Company, our investors are not allowed to rely on the “safe harbor” provisions

of Rule 144, promulgated pursuant to the Securities Act, so as not to be considered underwriters in connection with the sale of our securities

until one year from the date that we cease to be a Shell Company.

This will likely make it more difficult for us to attract additional

capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to

resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.

419 of the Securities Act

provisions of Rule 419 apply to registration statements filed under the Securities Act by a blank check company, such as the Company.

Rule 419 requires that a blank check company filing a registration statement deposit the securities being offered and proceeds of the

offering into an escrow or trust account pending the execution of an agreement for an acquisition or merger.

While we are not currently

registering shares for an offering, we may do so in the future.

addition, an issuer is required to file a post-effective amendment to a registration statement upon the execution of an agreement for

an acquisition or merger.

The rule provides procedures for the release of the offering funds, if any, in conjunction with the post-effective

acquisition or merger.

The obligations to file post-effective amendments are in addition to the obligations to file Forms 8-K to report

for both the entry into a material definitive (non-ordinary course of business) agreement and the completion of the transaction.

419 applies to both primary and re-sale or secondary offerings.

five (5) days of filing a post-effective amendment setting forth the proposed terms of an acquisition, the Company must notify each investor

whose shares are in escrow, if any.

Each such investor then has no fewer than 20 and no greater than 45 business days to notify the Company

in writing if they elect to remain an investor.

A failure to reply indicates that the person has elected to not remain an investor.

all investors are allotted this second opportunity to determine to remain an investor, acquisition agreements should be conditioned upon

enough funds remaining in escrow to close the transaction.

believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities.

There are many

established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise

than we have.

In view of our limited financial resources and limited management availability, we will continue to be at a significant

competitive disadvantage compared to our competitors.

Company Act 1940

we will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, we believe we will not be subject to

regulation under the Investment Company Act of 1940 (the “1940 Act”) insofar as we will not be engaged in the business of

investing or trading in securities.

In the event we engage in business combinations that result in us holding passive investment interests

in a number of entities, we could be subject to regulation under the 1940 Act.

In such event, we would be required to register as an

investment company and incur significant registration and compliance costs.

We have obtained no formal determination from the SEC as

to our status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material adverse consequences.

We believe that, currently, we are exempt under Regulation 3a-2 of the 1940 Act.

own no intellectual property.

presently have no full time executive, operational, or clerical staff.

June 04, 2019, the Company filed a certificate of revival with the state of Nevada, appointing David Lazar as President, Secretary, 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 for $20,100, and a note receivable

due to the Company for $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 a par value of $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 for funds loaned

to the Company.

change of control of the Company was completed on November 3, 2020, when control was acquired through the sale of 50,000,000 common shares

and 5,000,000 in Series A-1 Preferred Shares from Custodian Ventures, LLC to Xudong Li.

After November 3, 2020, the Company’s operations

were determined and structured by the new major shareholder.

November 18, 2020, the Company filed an amendment to its certificate of incorporation to change its name to Hong Yuan Holding Group.

October 1, 2024, The Company entered into an agreement to acquire from Xudong Li (the majority shareholder of the Company) 100% equity

interest of Hongyuan International Holding Group Co., Ltd.

(“Hongyuan HK”) in exchange for HK $500,000 (approximately $64,103)

or issuing the equivalent value of the Company’s common stocks, payable upon the completion of changing registered owner with the

Administration for Industrial and Commerce.

Hongyuan HK was established in Hong Kong on July 28, 2021.

on October 1, 2024, Hongyuan HK entered into a series of agreements including a Shareholders’ Voting Rights Entrustment Agreement,

an Exclusive Management Consulting and Service Agreement and a Share Pledge Agreement (collectively the “Agreements”) with

Fengcuiyuan Chang Technology Development Co., Ltd (“Fengcuiyuan”) and its registered owners (the “Transaction”).

Fengcuiyuan is a corporation formed under the laws of the PRC on September 3, 2021, in which Xudong Li (the majority shareholder of the

Company) controls 95% of its equity interest.

Fengcuiyuan owns 98% of Rongcheng (Sichuan) Supply Chain Management Co., Ltd (“Rongcheng”),

a corporation formed under the laws of the PRC located in Chengdu, Sichuan, China, incorporated on April 17, 2024.

On November 12, 2024,

Chongqing Xuchang Qingrong Trading Co., Ltd.

(“Xuchang”) located in Chongqing, Sichuan, China, was formed as a 55% subsidiary

of Rongcheng.

to the Agreements, Hongyuan HK assumed financial and operating control of Fengcuiyuan.

As a result, Hongyuan HK has been determined to

have a controlling financial interest in Fengcuiyuan, requiring Hongyuan HK to consolidate the financial statements of Fengcuiyuan and

its subsidiaries, and ultimately consolidate with its parent company, Hong Yuan.

The Transaction was accounted for as a reorganization

of entities under common control.

As the combining entities have been under common control since September 2021, the consolidated financial

statements of the Company recognized the assets and liabilities received in the reorganization at their historical carrying amounts,

as reflected in the historical financial statements of each entity.

Company, through its subsidiary and the Agreements with Fengcuiyuan, focuses on supply chain management services, primarily engaged in

the wholesale and internet sales of fast-moving consumer goods, including food, daily necessities, and electronic products, across various

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

chain companies help optimize all the activities involved in procuring raw materials and transforming them into products, as well as

managing logistics, storage, sales, and shipping those products to consumers, all of which is done using technology such as artificial

intelligence, IoT, blockchain, and robots.

is the supply chain?

supply chain is a series of interconnected steps and processes that a product undergoes to reach a consumer, from its creation to its

It often entails a network of companies and people that are involved in obtaining the raw materials of the product, making

and storing the product and then selling and distributing the product.

is a supply chain company?

supply chain company specializes in helping other companies manage and optimize their supply chain operations, providing a range of services

to improve their efficiency, cost-effectiveness, and productivity.

These include inventory management, freight transportation, warehousing,

is supply chain management?

chain management is the handling of the production and distribution process of goods and services.

develop and operate offline brand-authorized stores, primarily selling a range of Baijiu products at various price points, along with

classic red wine brands, renowned cigarettes and teas, local specialties, beverages, and mid-to-high-end gifts.

At the same time, goods

are also provided to cooperative e-commerce platforms.

December 31, 2024, the primary focus will be on distributing products of well-known brands.

After the successful registration of our

own brand in March 2025, we have established contract manufacturing cooperation with well-known liquor manufacturers and are currently

in production.

of December 31, 2024, the store in Chongqing had already opened.

the stores in Chongqing and Jiangyou are operational, while the Leshan store is in the process of selecting a site and undergoing decoration.

（Before December 31, 2024, the store will be invested in and hold a 55% stake by Rongcheng (Sichuan) Supply Chain Management Co.,

In June 2025, we changed our business model.

We still fund the opening of stores, but we no longer hold shares in the stores.

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

acquisition is a part of our business model.

We provide funds to invest in the establishment of stores and are responsible for their

Regional service partners are responsible for finding store partners and store members.

During the operation of the store,

we help service partners attract consumers and develop them into loyal members by sharing stock growth dividends, quality commitments,

price commitments, and after-sales commitments, among other benefits.

This enables us to gather the basic purchasing needs of members

within the store.

Chain Management Co., Ltd.

is 98% controlled by Fengcui Yuanchang Technology Development Co., LTD.

Fengcui Yuanchang Technology Development

is 100% controlled by Hongyuan HK, and Hongyuan HK is 100% owned by the HGYN.Changshunyuan E-commerce (Sichuan) Co., Ltd.

a client of Rongcheng (Sichuan) Supply Chain Management Co., Ltd.

mid-to-low-end white and red wines that are popular on the market from major brands, will gradually introduce new product categories

in the future, such as tea, beverages, rice, cooking oil etc, which are closely related to People’s Daily lives.

Chinese liquor

and wine partner brands:

Moutai, Wuliangye, Luzhou Laojiao, Jiannanchun, Shede, Xijiu, Langjiu, Jinsha, Jingjiu, Fenjiu, Shixian Taibai,

Jiang Xiaobai, Great Wall, Tredo, Ailisong, Claire Valley.....

and beverages:

The strategic cooperation brands are Zhongcha and Nongfu Spring.

We have carefully selected over ten premium tea varieties

such as Zhongcha Dianhong Special Grade, Zhongcha Zijuan, Zhongcha Qianli Jiangshan, Zhongcha Dashu Jinzhen, Zhongcha Amber Golden Bud,

Zhongcha Lianhua Feng Da Hong Pao, Zhongcha Matouyan Cinnamon, Zhongcha Zhangtangjian Old Fir Narcissus, Zhongcha Xixiangying White Tea,

and Zhongcha Jinhua Xiangyuan, as well as over ten best-selling beverages under Nongfu Spring brand.

local specialties and seasonal products, Northeast rice

Mid-to-high-end

Dozens of world-renowned cosmetic brands such as Chanel, Lancome, La Mer, SK-II, etc

and second-tier brands:

The company has the resources to cooperate with manufacturers or first-level distributors of first- and second-tier

brands, effectively reducing the costs of intermediate links and building a solid profit foundation and price competitiveness for the

business model.

Integrate upstream resources and directly establish direct procurement methods with manufacturers of third-tier brands.

Based on market orientation, selecting high-quality factories with excellent business reputation and a complete quality assurance

system, establishing strategic OEM partnerships, and carrying out contract manufacturing.

sales channels

Partners and Members:

The company mainly sells to members and partners through store service providers

offering high-quality, reasonably priced products with good services, we attract and convert a large number of partners and members to

Through a value-sharing plan, our user stickiness is strong, and the customer life value is higher than that of similar competitors

in the market.

adhering to the zero-cost and worry-free return and exchange policy, we maximize the protection of consumers’ rights and interests,

significantly enhancing their satisfaction and willingness to repurchase.

Other trading companies:

Select high-quality e-commerce platforms or companies and establish long-term, stable cooperative relationships.

of the Current Alcoholic Market and Competition

Transformation and Price System Impact

low-price dumping by e-commerce and new retail has squeezed the profits of distribution channels.

- and second- tier brands are facing price shocks through online channels.

The main reason is that e-commerce platforms (such as Tmall

and JD.com) and chain systems, leveraging their advantages in establishing a comprehensive supply chain system on a large scale, offer

low-price promotions to famous first- and second-tier wines.

Data from 2025 shows that the online sales of alcoholic beverages have exceeded 30-billion-yuan, accounting for 29% of the total industry

The annual growth rate of GMV in live-streaming sales has reached 137%, putting pressure on the prices of traditional distribution

systems and compressing the profit margins of traditional distribution levels.

Third - and fourth-tier brands rely on non-standard channels, resulting in price chaos.

and medium-sized brands generally rely too heavily on live-stream sales (accounting for over 30%) and private domain sales, with fragmented

pricing strategies.

This has led to a loss of pricing power in terminal stores, making it difficult to maintain consumer loyalty.

instance, the online sales growth rate of regional liquor enterprises has reached 2.3 times that of national brands, but they lack a

unified price control mechanism, making it difficult for terminal stores to stabilize their customer base.

Upgrade and Evolution of Brand Landscape

The increase in brand concentration squeezes the survival of non-branded products.

upgrading of consumption has highlighted the Matthew effect in the industry:

In 2024, the profit share of CR6 liquor enterprises (such

as Moutai and Wuliangye) reached 86%, a 31% increase compared to ten years ago.

The market share of small and medium-sized brands has

shrunk to less than 15%.

Consumers’ demand for brand endorsement has intensified.

Leading brands build barriers through quality and cultural ips (for instance,

the premium of Moutai’s zodiac wine exceeds 50%).

At the same time, small and medium-sized liquor enterprises compete in a differentiated

way by relying on the differentiation of aroma types and cost performance (the market size of plain bottle liquor has exceeded 150 billion

Survival Pressure and Transformation Challenges

The continuous increase in costs and the lack of specialization have accelerated the bankruptcy and closure of stores.

Individual brick-and-mortar

stores are facing dual pressures:

costs are on the rise:

By 2025, the average annual increase in labor costs in the service sector is projected to be 12%.

the rent increase, the gross profit margin of individual stores is compressed to 15%-20%.

Backward business model:

Over 70% of individual stores are family-run, lacking digital tools and professional product selection capabilities,

and their survival space is continuously narrowing.

By 2025, approximately 50.9% of alcohol retailers experienced a decline in sales,

forcing them to transform their channels towards a chain operation and O2O model.

Volume-Price Paradox:

The Truth of Structural Growth

alcohol industry has entered a stage of structural growth, presenting a new normal of “volume reduction and price increase”:

high-end positioning and price increase strategies have driven sales growth, with annual sales increasing at a rate of 20% to 30% year

In comparison, sales volume has decreased at a rate of 10% to 15% annually.

currently have 10 full-time employees, including one executive, two in finance, and seven in operations, sales, and marketing.

Xudong has been a director and officer of the Company since 2020 and its principal shareholder.

Effecting Future Performance

than an operating business, our goal is to obtain debt and/or equity financing to meet our ongoing operating expenses and attempt to

merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create

value for our shareholders.

there is no assurance that this series of events will be successfully completed, we believe we can successfully complete an acquisition

or merger which will enable us to continue as a going concern.

Any acquisition or merger will most likely be dilutive to our existing

stockholders.

item is inapplicable because we are a “smaller reporting company” as defined in Exchange Act Rule 12b-2.

Staff Comments

item is inapplicable because we are a “smaller reporting company” as defined in Exchange Act Rule 12b-2.

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 1. Business