What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-07-03 compared with 2024-04-09 · 358 added, 163 removed, 318 unchanged (62% of the section changed)

20 unchanged sentences

the framework, management has concluded that our ICFR was not effective as of December 31, 2023.

identified material weaknesses in our ICFR primarily attributable to (i) lack of segregation of incompatible duties;

and (ii) insufficient

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.

These weaknesses are attributed to our inadequate staffing during the period covered by this report

and our limited working capital, which hindered our ability to hire additional staff.

Management has retained an outside, independent

financial consultant to record and review all economic data, as well as prepare our financial reports, to mitigate this weakness.

management will periodically re-evaluate this situation, at this point, it considers that the risk associated with such a 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.

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.

was not subject to attestation by our registered public accounting firm pursuant to the temporary rules of the Securities and Exchange

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:

CFO, Secretary and Director

President, CFO, Secretary

Zhang Haosong

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

3 unchanged sentences

He also served

as the consultant at Tianjin Commodities Exchange the same period of time.

as a consultant at Tianjin Commodities Exchange for 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.

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.

Zhang attended the France Brest Business School where he

received an MBA.

of our director’s primary qualification to serve as such involves his or her extensive experience with different aspects of counseling

The company, located in Shaanxi, Ankang City, also known as Chinese Selenium Valley, focuses on the

R&D, production, and sales of Selenium.

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 groups.

He has over six years of experience in domestic and international

listing counseling.

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 to numerous

private and listed companies, as well as Sino-foreign joint ventures.

Zhang attended the École de Commerce de Brest, France,

where he received an MBA.

of our directors’ primary qualifications for serving in this role involves their extensive experience with various aspects of counseling

and reviewing opportunities for acquiring businesses for their clients.

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.

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.

lieu of an Audit Committee the Board is empowered to make such examinations as are necessary to monitor the corporate financial reporting

13 unchanged sentences

The Company does not believe that a formal written code of ethics is necessary at this time.

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.

Compensation.

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, 2023 and 2022:

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, 2024, 2023, and 2022:

Compensation Table

Name and Principal Position

Incentive Plan

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

Change in Pensions

Value and Nonqualified Deferred Compensation Earnings ($)

All Other Compensation ($)

do not have any employment agreements with our officers.

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

we do not compensate our directors for attending meetings of the Board of Directors.

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

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

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

c/o 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

18 unchanged sentences

Other than the Majority Voting Rights.

address of the officers and director of the Company is set forth above under the first table of this section

on aggregate voting shares, including Common Stock shares and Series A-1 Preferred Stock shares, presently issued and outstanding.

address of the officers and directors of the Company is set forth above under the first table of this section.

Relationships And Related Transactions, And Director Independence.

the year ended December 31, 2024, the Company’s current majority shareholder advanced $37,609 to the Company as working capital.

As of December 31, 2023 and 2022, the Company owed its current majority shareholders of $150,175, and $109,691, respectively.

are non-interest bearing and are due on demand.

Board currently consists of two members, of which Zhang Haosong meets the independence requirements of the Nasdaq Stock Market as currently

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.

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

Board currently consists of two members, one of whom, Zhang Haosong, meets the independence requirements of the Nasdaq Stock Market as

presently in effect.

date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer.

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 board of directors deems it is required.

directors will serve until the next annual meeting of shareholders or until their successors are duly elected and have qualified.

hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is

contemplated.

There is no arrangement or understanding between any person pursuant to which any director or officer was or is to be selected

as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise

their voting rights to continue to elect directors to our board.

There are also no arrangements, agreements or understandings between

non-management shareholders that may directly or indirectly participate in or influence the management of our affairs.

Our Board of Directors

does not have any committees at this time.

Conflicts of Interest

we do not have an audit or compensation committee comprised of independent directors or any independent directors on our board, the functions

that such committees would have performed are performed by our directors.

Thus, there is a potential conflict of interest, as our directors

and officers have the authority to determine issues concerning management compensation and audit matters that may impact management decisions.

We have disclosed throughout this Annual Report all potential Conflicts of interest involving the Company’s executive officers

as disclosed in Notes to Financial Statements.

We are not aware of any other conflicts of interest with any of our executives or directors.

Accountant Fees And Services.

February 26, 2025, the board of directors of Hong Yuan Holding Group (the “Company”) terminated its relationship with its

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

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

to the matter in its reports on the Company’s financial statements for such periods.

February 26, 2025, the Company, based on the decision of its board of directors, approved the engagement of Aloba, Awomolo & Partners,

Chartered Accountants (“Aloba”) to serve as the Company’s independent registered public accounting firm, commencing

February 26, 2025.

Aloba is a member of the Public Company Accounting Oversight Board (PCAOB) in the United States.

following is a summary of the fees billed to us for professional services rendered by our registered independent public accountants for

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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.

Consists of fees for product and services other than the services reported above.

These services include preparing

federal and state income tax returns.

Consists of fees for products and services other than the services reported above.

of Directors’ Pre-Approval Policies

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

do not currently have a standing audit committee, and as a result, our Board of Directors (BOD) performs the duties of the audit committee.

Our Board of Directors (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.

AND FINANCIAL STATEMENT SCHEDULES.

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

The following

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

Ended December 31, 2024, and 2023

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

Report of Independent Registered Public Accounting Firm (PCAOB ID 7275)

Balance Sheets as of December 31, 2024, and 2023

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on its behalf by the undersigned, thereunto duly authorized.

April 8, 2024

Executive Officer

1 unchanged sentence

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 April 8, 2024.

Executive Officer and a Director

Executive Officer)

indicated on July 3, 2025

Chief Executive Officer

and a Director

(Principal Executive Officer)

Zhang Haosong

AWOMOLO & PARTNERS

4, Providence Court, Ajibade Bus Stop, Beside CocaCola Ibadan, Oyo State, Nigeria

08055439586, 08034725835

audits@alobaawomolo.org ;

alobaawomolopartners@gmail.com ;

www.alobaawomolo.org

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

the Board of Directors and Stockholders of Hong Yuan Holding Group

on the Financial Statements

have audited the accompanying consolidated balance sheets of Hong Yuan Holding Group as of December 31, 2023 and 2022, the related statements

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

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).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended,

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

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

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

As discussed in Note

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

as a going concern.

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

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

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

financial statements based on our audit.

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

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

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.

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.

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

Our responsibility is to express an opinion on the consolidated

Group’s financial statements based on our audits.

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 Group in accordance with the U.S.

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

5 unchanged sentences

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.

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

Accordingly, we express no such opinion.

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.

audits 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

Our audits also included evaluating the accounting principles used and significant

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

We believe that our audit provides

a reasonable basis for our opinion.

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

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

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

determined that there are no critical audit matters.

BF Borgers CPA PC (PCOAB ID 5041 )

have served as the Company’s auditor since 2021

April 8, 2024

YUAN HOLDING GROUP

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

audit matters are matters arising from the current period audit of the consolidated 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 were no critical audit matters.

Awomolo & Partners – PCAOB ID # 7275

have served as the Group’s auditor since 2025.

HONG YUAN HOLDING GROUP

Consolidated Balance Sheets

Current Assets

Cash and cash equivalents

Accounts receivable, net

Prepaid expense and other receivable

Total Current Assets

Property and equipment, net of accumulated

Right of use assets

LIABILITIES AND STOCKHOLDERS’ DEFICIT

1 unchanged sentence

Accounts payable and accrued liabilities

Due to related parties

Operating lease liabilities - Current

Due to related party

Total Current Liabilities

Operating lease liabilities - Noncurrent

TOTAL LIABILITIES

Commitments and contingencies

Stockholders’ Deficit

Preferred Stock:

Series A-1 Preferred stock:

5,000,000 shares authorized;

$ 0.001 par value 5,000,000 issued and outstanding at

December 31, 2023 and 2022

$ 0.001 par value 5,000,000 issued and

outstanding at December 31, 2024 and 2023

Common stock:

2,000,000,000 shares authorized;

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

at December 31, 2023 and 2022

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

outstanding at December 31, 2024 and 2023

Additional Paid-in Capital

Accumulated deficit during development stage

Statutory surplus reserve

Accumulated other comprehensive income

Accumulated deficit

( 97,784,280 )

( 97,685,122 )

Total Stockholders’ Deficit

Total Hong Yuan Holding Group Stockholders’ Deficit

Non-controlling interests

Total stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

1 unchanged sentence

YUAN HOLDING GROUP

OF OPERATIONS

Year Ended December 31,

Statements of Operations

Cost of revenue

Operating Expenses

4 unchanged sentences

Other Income and Expense

Interest income

Total other income (expense)

Net loss 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

Other comprehensive income (loss)

Comprehensive Loss

$ ( 154,464 )

Basic and dilutive net loss per common share

3 unchanged sentences

OF STOCKHOLDERS’ EQUITY

Other Comprehensive

Stockholders’

Balance - December

$ ( 97,377,201 )

$ ( 111,524 )

Retroactive consolidation

of VIE under common control

Accumulated other comprehensive

Balance - December 31, 2023

1 unchanged sentence

$ ( 97,685,122 )

$ ( 97,416,921 )

$ ( 151,244 )

Balance – December 31.

$ ( 97,318,853 )

Acquisition of subsidiary

under common control

Consolidation of VIE with

non-controlling interests

Accumulated other comprehensive

Balance - December 31, 2024

1 unchanged sentence

$ ( 97,784,280 )

$ ( 97,377,201 )

$ ( 111,524 )

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

YUAN HOLDING GROUP

OF CASH FLOWS

Year Ended December 31,

HONG YUAN HOLDING GROUP

Consolidated Statements of Cash Flows

CASH FLOWS FROM OPERATING ACTIVITIES

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

$ ( 154,464 )

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

Depreciation expense

Lease expense

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expense and Other Receivables

Accounts payable and accrued liabilities

Operating lease payment

Due to related party

Net Cash Used in Operating Activities

Net Cash Provided by (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

Proceeds from capital contribution

Net Cash Provided by Financing Activities

EFFECT OF EXCHANGE RATE CHANGE ON CASH & CASH EQUIVALENTS

Net change in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

SUPPLEMENTAL CASH FLOW INFORMATION:

1 unchanged sentence

Cash paid for interest

NON-CASH INVESTING AND FINANCING ACTIVITIES

Right of use asset and related liability

Acquisitions of subsidiary under common control

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

1 unchanged sentence

TO FINANCIAL STATEMENTS

1 – Organization and basis of accounting

of Presentation and Organization

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”)

915 (SFAS No.

The Company has elected a fiscal year end of December 31.

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.

1 – Organization

Yuan Holding Group (“We”, “the Company”, “Hong Yuan”) 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, Inc.

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

37 unchanged sentences

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

accompanying financial statements are prepared on the basis of accounting principles generally accepted in the United States of America

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.

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.

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.

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, is mainly engaged in

the wholesale and internet sales of fast-moving consumer goods such as food, daily necessities, and electronic products, covering diversified

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

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

11 unchanged sentences

2 – Summary of significant accounting policies

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

had become pandemic.

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

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

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

The Company’s efforts to establishing

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

impacted by COVID-19.

of Presentation

summary of significant accounting policies of the Company (a development stage 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 insignificant 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.

Company has elected a fiscal year end of December 31.

of Consolidation

consolidated financial statements include the accounts of the Company, its subsidiary and variable interest entity (“VIE”)

for which the Company is the primary beneficiary.

All inter-company accounts and transactions have been eliminated in consolidation.

determining Fengcuiyuan is a VIE of Hongyuan HK, the Company considered the following indicators, among others:

HK enjoys exclusive and non-competitive rights to intellectual property rights and licensing arising from the performance of the

Agreements, and controls and administers the financial affairs and daily operation of Fengcuiyuan.

The registered owners of Fengcuiyuan

as a group have no right to make any decision about Fengcuiyuan’s activities without the consent of Hongyuan HK.

HK is assigned all voting rights of Fengcuiyuan and has the right to appoint all directors and senior management personnel of Fengcuiyuan.

The registered owners of Fengcuiyuan possess no substantive voting rights.

registered owners of Fengcuiyuan have pledged their shares in Fengcuiyuan as collateral to secure these Agreements.

Agreements are valid for 10 years.

Termination is prohibited by Fengcuiyuan and its registered owners, making termination within

the control of the Company.

HK is entitled to a management consulting and service fee based on the workload and commercial value of the technical services provided

at a price agreed upon by both parties, has the right to adjust the consulting service fee standards at any time based on the quantity

and content of the services provided to Fengcuiyuan.

Therefore, Hongyuan HK is the primary beneficiary of Fengcuiyuan.

preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the financial statements and the reported amounts of revenue and expenses during the reporting period.

Actual results could differ

significantly from those estimates.

and Cash Equivalents

1 unchanged sentence

restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash

Stock-Based Compensation

and Equipment

and equipment are stated at cost less accumulated depreciation.

Major repairs and betterments that significantly extend original useful

lives or improve productivity are capitalized and depreciated over the period benefited.

Maintenance and repairs are expensed as incurred.

When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the

respective accounts, and any gain or loss is included in operations.

Depreciation of property and equipment is provided using the straight-line

method for substantially all assets with estimated lives as follows:

of Estimated Useful Lives of Property and Equipment

Topic 842, “Leases” requires recognition of leases on the balance sheets as right-of-use (“ROU”) assets

and lease liabilities.

ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities

represent the Company’s obligation to make lease payments arising from the leases.

Operating lease ROU assets and operating lease

liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date.

Company’s future minimum lease payments used to determine the Company’s lease liabilities mainly include minimum lease rent

Leases with a lease term of 12 months or less at inception are not recorded on the Company’s balance sheet and are expensed

on a straight-line basis over the lease term in the Company’s statement of operations.

As most of the Company’s leases do

not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement

date in determining the present value of lease payments.

The Company’s incremental borrowing rate is a hypothetical rate based

on its understanding of what its credit rating would be.

Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”).

36 unchanged sentences

assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going

4 - Property and Equipment

and equipment consist of:

of Property and Equipment

Office Equipment

accumulated depreciation

Property and equipment, net

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

The lease has an original term of 2 years expiring

April 24, 2026.

sheet information related to the Company’s leases is presented below:

of Balance Sheet Information Related to Company’s Leases

Operating Leases

Operating lease right-of-use assets

Operating lease liabilities - current

Operating lease liability – non-current

Total operating lease liabilities

following provides details of the Company’s lease expenses:

of Company’s Lease Expenses

Year Ended December 31,

Operating lease expense

information related to leases is presented below:

of Other Information Related to Leases

December 31, 2024

Cash Paid For Amounts Included In Measurement of Liabilities:

Operating cash flows from operating leases

Weighted Average Remaining Lease Term:

Operating leases

Weighted Average Discount Rate:

Operating leases

of lease liabilities were as follows:

of Maturities of Lease Liabilities

For the 12 months ending December 31:

Total lease payments

imputed interest

Total lease liabilities

current portion

Lease liabilities – non-current portion

6 – Related party transaction

the year ended December 31, 2024, the Company’s current majority shareholder advanced $ 37,609 to the Company as working capital.

As of December 31, 2023 and 2022, the Company owed its current majority shareholders of $ 150,175 , and $ 109,691 , respectively.

are non-interest bearing and are due on demand.

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.

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

7 – Common stock

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.

May 27, 2021, the 510 shares of common stock issued to Custodian Ventures were cancelled.

December 31, 2024, the Company is authorized to issue 2,000,000,000 shares of $ 0.001 par value common stock.

of December 31, 2024, a total of 74,640,766 shares of common stock with par value $ 0.001 remain outstanding.

2 unchanged sentences

9 – Income Taxes

Company is subject to taxation in the United States (USA) and its subsidiaries were incorporated in China and are governed by the Income

Tax Law of China.

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

4 unchanged sentences

Accordingly, a valuation allowance has been established for the full amount of the net deferred tax asset.

provision for income taxes consists of the following:

OF PROVISION FOR INCOME TAXES

Year Ended December 31,

Provision for income taxes

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, 2024, and 2023 as follows:

OF PRETAX INCOME FROM CONTINUING OPERATIONS

OF EFFECTIVE INCOME TAX RATE RECONCILIATION

Year Ended December 31,

Income tax benefit at federal statutory rate ( 21 %)

Difference in foreign income tax rates

Change in valuation allowance

tax expenses benefit

Provision for income taxes

components of deferred taxes consist of the following at December 31, 2024 and 2023:

6 unchanged sentences

Tax Positions

associated with unrecognized tax benefits are classified as income tax, and penalties are classified in selling, general and administrative

associated with unrecognized tax benefits is classified as income tax, and penalties are classified as selling, general, and administrative

expenses in the statements of operations.

For December 31, 2023 and 2022, the Company had no unrecognized tax benefits and related interest

and penalties expenses.

As of December 31, 2023, and 2024, the Company had no unrecognized tax benefits and related

interest and penalty expenses.

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

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, 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.

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