HONG YUAN HOLDING GROUP 10-K

Item 9A Controls And Procedures. Disclosure Controls and Procedures Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our Chief Executive Officer as of the end of the period covered by this report, our Chief Executive Officer concluded that our disclosure controls and procedures have not been effective as a result of a weakness in the design of internal control over financial reporting identified below. 11 As used herein, “disclosure controls and procedures” mean controls and other procedures of our company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting (“ICFR”), as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934. Our Chief Executive Officer/Chief Accounting Officer conducted an evaluation of the effectiveness of our ICFR based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013”). Based on management’s evaluation under the framework, management has concluded that our ICFR was not effective as of December 31, 2023. We identified material weaknesses in our ICFR primarily attributable to (i) lack of segregation of incompatible duties, and (ii) insufficient Board of Directors representation. These weaknesses are 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. Although 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. This annual report does not include an attestation report of our registered public accounting firm regarding ICFR. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. Item 9B. Other Information No t applicable PART III Item 10 Directors And Executive Officers And Corporate Governance. The following table sets forth the names and ages of all directors and executive officers as of the end of the last fiscal year and on the date of this report: Name Age Position Since Xudong Li 62 President, CFO, Secretary and Director Nov. 3, 2020 Zhang Haosong 47 Director Nov. 3, 2020 Xudong Li, has served as a director, President, and Chief Executive Officer of the Company since November 2020. Mr. Xudong is a highly active business consultant in China. From 2017 to 2019, he served as the General Consultant at Sichuan Commodities Exchange. He also served as 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, focuses on the R&D, production, and sales of Selenium. 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 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. Mr. Zhang attended the École de Commerce de Brest, France, where he received an MBA. Each 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. Audit Committee The Company does not presently have an Audit Committee and the entire Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint an Audit Committee. 12 In lieu of an Audit Committee the Board is empowered to make such examinations as are necessary to monitor the corporate financial reporting and the external audits of The Company, to provide to the Board of Directors (the “Board”) the results of its examinations and recommendations derived there from, to outline to the Board improvements made, or to be made, in internal control, to nominate independent auditors, and to provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require Board attention. Compensation Committee The Company does not presently have a Nominating Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a Compensation Committee. The Compensation Committee will be authorized to review and make recommendations to the Board regarding all forms of compensation to be provided to the executive officers and directors of the Company, including stock compensation, and bonus compensation to all employees. Nominating Committee The Company does not have a Nominating Committee and the Board acts in such capacity. Code of Conduct and Ethics To date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer because the Company has no meaningful operations. The Company does not believe that a formal written code of ethics is necessary at this time. Item 11 Executive Compensation. The following tables set forth certain information about compensation paid, earned, or accrued for services by the Company’s Chief Executive Officer in the years ended December 31, 2024, 2023, and 2022: Summary Compensation Table Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Change in Pensions Value and Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Li Xudong 2024 - - - - - - - - CEO 2023 - - - - - - - 2022 - - - - - - - Employment Agreement We do not have any employment agreements with our officers. Director’s Compensation Currently, we do not compensate our directors for attending meetings of the Board of Directors. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth, as of December 31, 2024, the number and percentage of the outstanding shares of common stock, which, according to the information available to us, were beneficially owned by: (i) each person who is currently a director, 13 (ii) each executive officer, (iii) all current directors and executive officers as a group, and (iv) each person who is known by us to own beneficially more than 5% of our outstanding common stock. Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable. Name and Address of Beneficial Owner (1) Number of Common Shares Percent of Class Xudong Li, President, CFO, Secretary, and Director 50,000,000 67.0 % Zhang Haosong, Director -0- -0- All executive officers, beneficial owners, and directors as a group (2) 50,000,000 67.0 % (1) c/o Room 2707, Global Mansion, Zhengbian Road, Jishui District, Zhengzhou City, Henan Provence 450000 China The following table sets forth information as of the date of this report regarding the beneficial ownership of the Company’s Series A-1 Preferred Stock by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the class of stock after giving effect to any exercise of warrants or options held by that person. Name and Position Shares Owned Percent of Class (1) Voting Percentage (3) Xudong Li, President, Chief Executive Officer, Director (2) 5,000,000 100 % 91 % Zhang Haosong, Director - - - All Officers and directors as a Group (2 persons) 5,000,000 100 % 91 % (1) Based on 5,000,000 shares of Series A-1 Preferred Stock (“Preferred Stock”) outstanding, which, voting together as a class, have the right to vote 100 shares for each share of Preferred Stock owned of the Company’s voting shares on any and all shareholder matters (the “Majority Voting Rights”). Additionally, as long as at least an aggregate of 1,000,000 shares of Preferred Stock are outstanding, the Company shall not, without the approval of the holders of at least a majority of the then outstanding shares of Preferred Stock, alter or change the provisions of the Certificate of Incorporation so as to adversely affect the voting powers, preferences or special rights of the Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Preferred Stock. Other than the Majority Voting Rights. (2) The address of the officers and directors of the Company is set forth above under the first table of this section. Item 13 Certain Relationships And Related Transactions, And Director Independence. During 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, 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. Director Independence The Board currently consists of two members, one of whom, Zhang Haosong, meets the independence requirements of the Nasdaq Stock Market as presently in effect. To date, we have not adopted a Code of Ethics applicable to our principal executive officer and principal financial officer. The Company does not believe that a formal written code of ethics is necessary at this time. We expect that the Company will adopt a code of ethics if and when the board of directors deems it is required. Our directors will serve until the next annual meeting of shareholders or until their successors are duly elected and have qualified. Officers 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. 14 Potential Conflicts of Interest Since 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. Item 14 Principal Accountant Fees And Services. On 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. On 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. The following is a summary of the fees billed to us for professional services rendered by our registered independent public accountants for the fiscal years ended December 31, 2024, and December 31, 2023: Fiscal year ended December 31, 2024 2023 Audit Fees $ 21,520 $ 15,500 Audit Related Fees - - Tax Fees - - All Other Fees - - $ 21,520 $ 15,500 Audit Fees. Consists of fees billed for professional services rendered for the audit of our financial statements and review of interim financial statements included in quarterly reports, and services that are normally provided in connection with statutory and regulatory filings or engagements. Audit Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”. Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice, and tax planning. These services include preparing federal and state income tax returns. All Other Fees. Consists of fees for products and services other than the services reported above. Board of Directors’ Pre-Approval Policies We 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. 15 PART IV ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) The following documents have been filed as part of this Annual Report on Form 10-K. 1. Financial Statements Years Ended December 31, 2024, and 2023 Page Report of Independent Registered Public Accounting Firm (PCAOB ID 7275) F-1 Balance Sheets as of December 31, 2024, and 2023 F-2 Statements of Operations for the Years Ended December 31, 2024, and 2023 F-3 Statements of Shareholders’ Deficit for the Years Ended December 31, 2024 and 2023 F-4 Statements of Cash Flows for the Years Ended December 31, 2024, and 2023 F-5 Notes to Financial Statements F-6 2. Financial Statement Schedules. All schedules are omitted because they are not applicable, or not required, or because the required information is included in the Financial Statements or the Notes thereto. 3. Exhibits. The following exhibits are filed as part of, or incorporated by reference into, this Annual Report: Exhibit No. Description 3.1* Articles of Incorporation and Amendment thereto. 3.2* Bylaws 10.1* Securities Purchase Agreement between Custodian ventures, LLC and Xudong Li dated October 22, 2020 23.1 Consent of Independent Registered Public Accounting Firm 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934. 32.1 Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema 101.CAL Inline XBRL Taxonomy Extension Calculation 101.DEF Inline XBRL Taxonomy Extension Definition 101.LAB Inline XBRL Taxonomy Extension Label 101.PRE Inline XBRL Taxonomy Extension Presentation 104 Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. * Previously filed 16 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: July 3, 2025 By: /s/ Li Xudong Li Xudong Chief Executive Officer (Principal Executive Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on July 3, 2025 Signature Title /s/ Li Xudong Chief Executive Officer and a Director Li Xudong (Principal Executive Officer) /s/ Zhang Haosong Director Zhang Haosong 17 ALOBA, AWOMOLO & PARTNERS (Chartered Accountants) Floor 4, Providence Court, Ajibade Bus Stop, Beside CocaCola Ibadan, Oyo State, Nigeria Tel: 08055439586, 08034725835 Email: audits@alobaawomolo.org ; alobaawomolopartners@gmail.com ; website: www.alobaawomolo.org REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Hong Yuan Holding Group Opinion on the Financial Statements We 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. In 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. Substantial Doubt about the Group’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern. As discussed 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. In addition, 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. Basis for Opinion These 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion. Our 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 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 audits provide a reasonable basis for our opinion. Critical Audit Matters Critical 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. Aloba, Awomolo & Partners – PCAOB ID # 7275 We have served as the Group’s auditor since 2025. Ibadan, Nigeria June 24, 2025 F- 1 HONG YUAN HOLDING GROUP Consolidated Balance Sheets December 31, December 31, 2024 2023 ASSETS Current Assets Cash and cash equivalents $ 46,291 $ 5,983 Accounts receivable, net 11,376 - Inventory 43,748 - Prepaid expense and other receivable 27,601 11,257 Total Current Assets 129,016 17,240 Property and equipment, net of accumulated 557 1,947 Right of use assets 93,091 - TOTAL ASSETS $ 222,664 $ 19,187 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current Liabilities Accounts payable and accrued liabilities $ 42,260 $ 6,487 Operating lease liabilities - Current 73,967 - Tax payable 4,228 8 Due to related party 251,887 150,175 Total Current Liabilities 372,342 156,670 Operating lease liabilities - Noncurrent 19,124 - TOTAL LIABILITIES 391,466 156,670 Commitments and contingencies - - Stockholders’ Deficit 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 5,000 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 74,641 74,641 Additional Paid-in Capital 97,471,393 97,466,278 Statutory surplus reserve 314 - Accumulated other comprehensive income 1,478 1,720 Accumulated deficit ( 97,784,280 ) ( 97,685,122 ) Total Hong Yuan Holding Group Stockholders’ Deficit ( 231,454 ) ( 137,483 ) Non-controlling interests 62,652 - Total stockholders’ equity ( 168,802 ) ( 137,483 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 222,664 $ 19,187 The accompanying notes are an integral part of these consolidated financial statements. F- 2 HONG YUAN HOLDING GROUP Consolidated Statements of Operations 2024 2023 Year Ended December 31, 2024 2023 Revenue $ 245,572 $ - Cost of revenue 152,675 - Gross Profit 92,897 - Operating Expenses General and administrative 152,343 114,954 Professional fees 36,855 39,522 Total Operating Expenses 189,198 154,476 Operating loss ( 96,301 ) ( 154,476 ) Other Income and Expense Interest income 18 12 Other Income 153 - Total other income (expense) 171 12 Net loss before taxes ( 96,130 ) ( 154,464 ) Provision for income taxes 307 - Net loss before non-controlling interests $ ( 96,437 ) $ ( 154,464 ) Net income attributable to non-controlling interests 2,407 - Net loss attributable to Hong Yuan Holding Group ( 98,844 ) ( 154,464 ) Other comprehensive income (loss) ( 242 ) - Comprehensive Loss $ ( 99,086 ) $ ( 154,464 ) Basic and dilutive net loss per common share $ ( 0.00 ) $ ( 0.00 ) Weighted average number of common shares outstanding - basic and diluted 74,640,766 74,640,766 The accompanying notes are an integral part of these consolidated financial statements. F- 3 HONG YUAN HOLDING GROUP STATEMENTS OF STOCKHOLDERS’ EQUITY Preferred Stock Common Stock Additional Statutory Accumulated Other Comprehensive Non- Total Number of Shares Par Value Number of Shares Par Value Paid-in Capital surplus reserve Income (Loss) Accumulated Deficit controlling Interests Stockholders’ Deficit Balance - December 31, 2022 5,000,000 $ 5,000 74,640,766 $ 74,641 $ 97,186,036 $ - $ - $ ( 97,377,201 ) $ - $ ( 111,524 ) Retroactive consolidation of VIE under common control - - - - 280,242 - - ( 153,457 ) - 126,785 Net loss - - - - - - - ( 154,464 ) - ( 154,464 ) Accumulated other comprehensive income - - - - - - 1,720 - - 1,720 Balance - December 31, 2023 5,000,000 $ 5,000 74,640,766 $ 74,641 $ 97,466,278 $ - $ 1,720 $ ( 97,685,122 ) $ - $ ( 137,483 ) Balance 5,000,000 $ 5,000 74,640,766 $ 74,641 $ 97,466,278 $ - $ 1,720 $ ( 97,685,122 ) $ - $ ( 137,483 ) Acquisition of subsidiary under common control - - - - ( 64,103 ) - - - - ( 64,103 ) Consolidation of VIE with non-controlling interests - - - - 69,218 - - - 60,211 129,429 Net loss - - - - - 314 - ( 99,158 ) 2,407 ( 96,437 ) Accumulated other comprehensive income - - - - - - ( 242 ) - 34 ( 208 ) Balance - December 31, 2024 5,000,000 $ 5,000 74,640,766 $ 74,641 $ 97,471,393 $ 314 $ 1,478 $ ( 97,784,280 ) $ 62,652 $ ( 168,802 ) Balance 5,000,000 $ 5,000 74,640,766 $ 74,641 $ 97,471,393 $ 314 $ 1,478 $ ( 97,784,280 ) $ 62,652 $ ( 168,802 ) The accompanying notes are an integral part of these consolidated financial statements. F- 4 HONG YUAN HOLDING GROUP Consolidated Statements of Cash Flows 2024 2023 Year Ended December 31, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 96,437 ) $ ( 154,464 ) Adjustments to reconcile net income to net cash provided by operating activities: - - Depreciation expense 1,356 1,378 Lease expense 58,535 - Changes in operating assets and liabilities: - Accounts receivable ( 11,540 ) - Inventory ( 44,378 ) - Prepaid expense and Other Receivables ( 16,891 ) 380 Accounts payable and accrued liabilities 36,418 362 Operating lease payment ( 58,535 ) - Tax payable 4,281 ( 6 ) Due to related party 37,609 40,484 Net Cash Provided by (Used in) Operating Activities ( 89,582 ) ( 111,866 ) CASH FLOWS FROM INVESTING ACTIVITIES - - CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from capital contribution 130,634 106,314 Net Cash Provided by Financing Activities 130,634 106,314 EFFECT OF EXCHANGE RATE CHANGE ON CASH & CASH EQUIVALENTS ( 744 ) ( 324 ) Net change in cash and cash equivalents 40,308 ( 5,876 ) Cash and cash equivalents, beginning of period 5,983 11,859 Cash and cash equivalents, end of period $ 46,291 $ 5,983 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for income taxes $ - $ - Cash paid for interest $ - $ - NON-CASH INVESTING AND FINANCING ACTIVITIES Right of use asset and related liability $ 148,401 $ - Acquisitions of subsidiary under common control $ 64,103 $ - The accompanying notes are an integral part of these consolidated financial statements. F- 5 HONG YUAN HOLDING GROUP NOTES TO FINANCIAL STATEMENTS Note 1 – Organization Hong 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. On February 10, 2014, the Company, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Indiana (the “Bankruptcy Court “). On February 14, 2014, the Company filed a motion in the Bankruptcy Court seeking to convert the Company’s Chapter 11 Case to a Chapter 7 bankruptcy case. On March 27, 2014, the court granted the Company’s motion and on that date the Company’s Chapter 11 Case was converted to a Chapter 7 case. As a result, the Company adopted liquidation basis of accounting on the discontinued operations according to ASC 205-30 “Presentation of Financial Statements – Liquidation Basis of Accounting”, accordingly the accumulated deficit generated prior to bankruptcy proceedings remained unadjusted. On January 31, 2014, the Board of Directors of Cereplast, Inc. (the “Company”) approved a 1-for-50 reverse split (the “Reverse Split) which was previously approved by the shareholders on April 5, 2013 and previously disclosed on Current Report Form 8-K filed on April 5, 2013. On February 3, 2014, Cereplast, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation to effect the reverse split (the “Reverse Split”), effective as of February 21, 2014. On March 22, 2019, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for Cereplast, Inc., proper notice having been given to the officers and directors of Cereplast, Inc. There was no opposition. On June 04, 2019, the Company filed a certificate of revival with the state of Nevada, appointing David Lazar as, President, Secretary, Treasurer and Director. On October 4, 2019, the Company issued 50,000,000 shares of common stock to Custodian Ventures, LLC at par for shares valued at $ 50,000 in exchange for settlement of a portion of a related party loan for amounts advanced to the Company in the amount of $ 20,100 , and a note receivable due to the Company in the amount of $ 29,900 . The note bears an interest of 3 % and matures in 180 days following written demand by the holder. On April 14, 2020, Custodian Ventures elected to convert the total amount of the 510 shares of Series A preferred stock into 510 shares of common stock. On April 15, 2020, the Board of directors of the Company approved the withdrawal of the certificate of designation of 5,000,000 shares of Series A Preferred stock filed with the Nevada Secretary of State on August 24, 2012, as amended by the Amendment to Certificate of Designation after issuance of Class or Series filed with the Nevada Secretary of State on April 13, 2020. On May 1, 2020, the Company created 5,000,000 shares of series A-1 preferred stock with par value $ 0.001 . On May 4, 2020, the Company issued 5,000,00 shares of the Series A-1 Preferred stock valued at $ 5,000 to Custodian Ventures LLC as repayment funds loaned to the Company. A change of control of the Company was completed on November 3, 2020, control was obtained by the sale of 50,000,000 common shares and $ 5,000,000 Series A-1 Preferred Shares from Custodian Ventures, LLC to Xudong Li. After November 3, 2020, the Company’s operations are determined and structured by the new major shareholder. On November 18, 2020, the Company filed an amendment to its certificate of incorporation to change its name to Hong Yuan Holding Group. The 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. On 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. F- 6 Also 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. According 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. The 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. The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital, or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Note 2 – Summary of significant accounting policies Basis of Presentation This 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. 7). The Company has elected a fiscal year end of December 31. Principles of Consolidation The 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. In determining Fengcuiyuan is a VIE of Hongyuan HK, the Company considered the following indicators, among others: 1. Hongyuan 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. 2. Hongyuan 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. 3. The registered owners of Fengcuiyuan have pledged their shares in Fengcuiyuan as collateral to secure these Agreements. 4. The Agreements are valid for 10 years. Termination is prohibited by Fengcuiyuan and its registered owners, making termination within the control of the Company. 5. Hongyuan 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. Use of Estimates The 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. F- 7 Cash and Cash Equivalents For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents. Property and Equipment Property 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: Schedule of Estimated Useful Lives of Property and Equipment Machinery & equipment 10 years Automobile 4 years Office equipment 3 years Lease ASC 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. The Company’s future minimum lease payments used to determine the Company’s lease liabilities mainly include minimum lease rent payments. 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. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations. Loss per Share Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2024 and 2023, as there are no potential shares outstanding that would have a dilutive effect. Income Taxes Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company recorded a valuation allowance against its deferred tax assets as of December 31, 2024 and 2023. The Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. F- 8 Note 3 - Going Concern The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern. Note 4 - Property and Equipment Property and equipment consist of: Schedule of Property and Equipment December 31, December 31, 2024 2023 Office Equipment $ 4,011 $ 4,123 Total 4,011 4,123 Less: accumulated depreciation ( 3,454 ) ( 2,176 ) Property and equipment, net $ 557 $ 1,947 Note 5 – Leases On 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. Balance sheet information related to the Company’s leases is presented below: Schedule of Balance Sheet Information Related to Company’s Leases December 31 2024 Operating Leases Operating lease right-of-use assets $ 93,091 Operating lease liabilities - current 73,967 Operating lease liability – non-current 19,124 Total operating lease liabilities $ 93,091 The following provides details of the Company’s lease expenses: Schedule of Company’s Lease Expenses 2024 2023 Year Ended December 31, 2024 2023 Operating lease expense $ 58,535 $ - Other information related to leases is presented below: Schedule of Other Information Related to Leases Year Ended December 31, 2024 Cash Paid For Amounts Included In Measurement of Liabilities: Operating cash flows from operating leases $ 58,535 Weighted Average Remaining Lease Term: Operating leases 1.32 years Weighted Average Discount Rate: Operating leases 5.6 % Maturities of lease liabilities were as follows: Schedule of Maturities of Lease Liabilities For the 12 months ending December 31: 2025 $ 76,939 2026 19,235 Total lease payments 96,174 Less: imputed interest ( 3,083 ) Total lease liabilities 93,091 Less: current portion ( 73,967 ) Lease liabilities – non-current portion $ 19,124 F- 9 Note 6 – Related party transaction During 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, 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. Note 7 – Common stock At December 31, 2024, the Company is authorized to issue 2,000,000,000 shares of $ 0.001 par value common stock. As of December 31, 2024, a total of 74,640,766 shares of common stock with par value $ 0.001 remain outstanding. Note 8 – Preferred stock As of December 31, 2024, a total of 5,000,000 shares of Series A-1 preferred stock with par value $ 0.001 remain outstanding. NOTE 9 – Income Taxes The 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. Deferred taxes represent the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Temporary differences result primarily from the recording of tax benefits of net operating loss carry forwards. As of December 31, 2024, the Company has an insufficient history to support the likelihood of ultimate realization of the benefit associated with the deferred tax asset. Accordingly, a valuation allowance has been established for the full amount of the net deferred tax asset. The provision for income taxes consists of the following: SCHEDULE OF PROVISION FOR INCOME TAXES 2024 2023 Year Ended December 31, 2024 2023 Current: USA $ - $ - China 307 - Deferred: USA - - China - - Provision for income taxes $ 307 $ - F- 10 The Company’s effective income tax rate differs from the amount computed by applying the federal statutory income tax rate to loss before income taxes for the years ended December 31, 2024, and 2023 as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION 2024 2023 Year Ended December 31, 2024 2023 Income tax benefit at federal statutory rate ( 21 %) ( 20,187 ) ( 32,437 ) Difference in foreign income tax rates 12,308 24,096 Change in valuation allowance 8,187 8,341 Provision for income taxes 307 - The components of deferred taxes consist of the following at December 31, 2024 and 2023: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, 2024 December 31, 2023 Net operating loss carryforwards $ 20,465,740 $ 20,457,553 Less: valuation allowance ( 20,465,740 ) ( 20,457,553 ) Net deferred tax assets $ - $ - Uncertain Tax Positions Interest 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. 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. Note 10 – Subsequent Event In 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. F- 11