Financial Statements
−Removed: HONG YUAN HOLDING GROUP
+Added: YUAN HOLDING GROUP
Balance Sheets
−Removed: September 30,
−Removed: ASSETS, NONCURRENT
+Added: Current Assets
+Added: Cash and cash equivalents
+Added: Accounts receivable, net
+Added: Prepaid expense and other receivable
+Added: Total Current Assets
+Added: Property and equipment, net of accumulated
+Added: Right of use assets
LIABILITIES AND STOCKHOLDERS’ DEFICIT
1 unchanged sentence
Accounts payable and accrued liabilities
−Removed: Due to related parties
+Added: Operating lease liabilities - Current
+Added: Due to related party
Total Current Liabilities
+Added: Operating lease liabilities - Noncurrent
TOTAL LIABILITIES
+Added: Commitments and contingencies
Stockholders’ Deficit
−Removed: Preferred Stock:
+Added: Series A-1 Preferred stock:
5,000,000 shares authorized;
−Removed: $ 0.001 par value 5,000,000 issued and outstanding at
−Removed: September 30, 2024 and December 31, 2023
+Added: $ 0.001 par value 5,000,000 issued and outstanding at March 31, 2025 and December 31, 2024
Common stock:
2,000,000,000 shares authorized;
−Removed: $ 0.001 par value 74,640,766 shares issued and outstanding at September 30, 2024 and
−Removed: December 31, 2023
+Added: $ 0.001 par value 74,640,766 shares issued and outstanding at March 31, 2025 and December 31, 2024
Additional Paid-in Capital
−Removed: Accumulated deficit during development stage
+Added: Statutory surplus reserve
+Added: Accumulated other comprehensive income
+Added: Accumulated deficit
( 97,746,780 )
( 97,784,280 )
+Added: Total Hong Yuan Holding Group Stockholders’ Deficit
+Added: Non-controlling interests
Total stockholders’ deficit
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
−Removed: The accompanying notes are an integral part of these
−Removed: unaudited financial statements.
−Removed: HONG YUAN HOLDING GROUP
+Added: accompanying notes are an integral part of these consolidated financial statements.
+Added: YUAN HOLDING GROUP
Statements of Operations
Three Months Ended
−Removed: Nine Months Ended
−Removed: September 30,
−Removed: September 30,
+Added: Cost of revenue
Operating Expenses
+Added: Selling and marketing
General and administrative
1 unchanged sentence
Total Operating Expenses
−Removed: Operating loss
+Added: Net Income from operations
Other Income and Expense
+Added: Interest income
+Added: Other Expense
+Added: Total other income (expense)
+Added: Net Income before taxes
Provision for income taxes
−Removed: Basic and dilutive net loss per common share
+Added: Net income attributable to non-controlling interests
+Added: Net loss attributable to Hong Yuan Holding Group
+Added: Other comprehensive income (loss)
+Added: Comprehensive Income
+Added: Basic and dilutive net income (loss) per common share
Weighted average number of common shares outstanding - basic and diluted
−Removed: The accompanying notes are an integral part of these
−Removed: unaudited financial statements.
−Removed: HONG YUAN HOLDING GROUP
−Removed: STATEMENT OF STOCKHOLDERS’ EQUITY
−Removed: Common Stock:
−Removed: Common Stock:
−Removed: Preferred Stock:
+Added: accompanying notes are an integral part of these consolidated financial statements.
+Added: YUAN HOLDING GROUP
+Added: Statements of Stockholders’ Deficit
Preferred Stock
−Removed: Additional Paid-in Capital
+Added: Comprehensive
+Added: Income (Loss)
+Added: Stockholders’
Balance - December 31, 2024
1 unchanged sentence
$ ( 168,802 )
−Removed: Net loss for the period ended
−Removed: Balance – June 30 , 2024
−Removed: $ ( 97,442,615 )
−Removed: $ ( 176,938 )
−Removed: Net loss for the period ended
−Removed: Balance – September 30 , 2024
+Added: Accumulated other comprehensive income
+Added: Balance - March 31, 2025
$ ( 97,746,780 )
$ ( 130,826 )
−Removed: Common Stock:
−Removed: Common Stock:
−Removed: Preferred Stock:
−Removed: Preferred Stock:
−Removed: Additional Paid-in Capital
Balance - December 31, 2023
1 unchanged sentence
$ ( 137,483 )
−Removed: Net loss for the period ended
−Removed: Balance – June 30, 2023
$ ( 97,685,122 )
$ ( 137,483 )
−Removed: $ ( 97,398,454 )
−Removed: $ ( 132,777 )
−Removed: Net loss for the period ended
−Removed: Balance –September 30, 2023
+Added: Capital contribution received by VIE
+Added: Net income (loss)
+Added: Accumulated other comprehensive income
+Added: Balance - March 31, 2024
$ ( 97,731,676 )
2 unchanged sentences
$ ( 135,656 )
−Removed: The accompanying notes are an integral part of these
−Removed: unaudited financial statements.
−Removed: HONG YUAN HOLDING GROUP
+Added: accompanying notes are an integral part of these consolidated financial statements.
+Added: YUAN HOLDING GROUP
Statements of Cash Flows
−Removed: Nine Months Ended
−Removed: September 30,
+Added: Three Months Ended
CASH FLOWS FROM OPERATING ACTIVITIES
−Removed: Adjustments to reconcile net loss to net cash used in operating activities:
+Added: Adjustments to reconcile net income to net cash provided by operating activities:
+Added: Depreciation expense
+Added: Lease expense
Changes in operating assets and liabilities:
+Added: Accounts receivable
+Added: Prepaid expense and other receivable
Accounts payable and accrued liabilities
+Added: Operating lease payment
Due to related party
−Removed: Net Cash Used in Operating Activities
+Added: Net Cash Provided by (Used in) Operating Activities
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
−Removed: Net change in cash and cash equivalents for the year
−Removed: Cash and cash equivalents at beginning of the year
−Removed: Cash and cash equivalents at end of the year
+Added: Proceeds from capital contribution
+Added: Net Cash Provided by Financing Activities
+Added: EFFECT OF EXCHANGE RATE CHANGE ON CASH & CASH EQUIVALENTS
+Added: Net change in cash and cash equivalents
+Added: Cash and cash equivalents, beginning of period
+Added: Cash and cash equivalents, end of period
SUPPLEMENTAL CASH FLOW INFORMATION:
1 unchanged sentence
Cash paid for interest
−Removed: The accompanying notes are an integral part of these
−Removed: unaudited financial statements.
−Removed: HONG YUAN HOLDING GROUP
−Removed: NOTES TO FINANCIAL STATEMENTS
−Removed: September 30, 2024
−Removed: Note 1 – Organization and basis of accounting
−Removed: Basis of Presentation and Organization
−Removed: This summary of significant accounting policies of
−Removed: Hong Yuan Holding Group.
−Removed: (a development stage company) (“the Company”) is presented to assist in understanding the Company’s
+Added: NON-CASH INVESTING AND FINANCING ACTIVITIES
+Added: Right of use asset and related liability modification
+Added: Acquisitions of subsidiary under common control
+Added: accompanying notes are an integral part of these consolidated financial statements.
+Added: YUAN HOLDING GROUP
+Added: TO FINANCIAL STATEMENTS
+Added: 1 – Organization
+Added: Yuan Holding Group (“We”, “the Company”, “Hong Yuan”) was incorporated on September 29, 2001 in the
+Added: State of Nevada under the name of Biocorp North America Inc.
+Added: On March 18, 2005, we filed an amendment to our certificate of incorporation
+Added: to change our name to Cereplast, Inc.
+Added: February 10, 2014, the Company, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code
+Added: in the United States Bankruptcy Court for the Southern District of Indiana (the “Bankruptcy Court “).
+Added: On February 14, 2014,
+Added: the Company filed a motion in the Bankruptcy Court seeking to convert the Company’s Chapter 11 Case to a Chapter 7 bankruptcy case.
+Added: On March 27, 2014, the court granted the Company’s motion and on that date the Company’s Chapter 11 Case was converted to
+Added: a Chapter 7 case.
+Added: As a result, the Company adopted liquidation basis of accounting on the discontinued operations according to ASC 205-30
+Added: “Presentation of Financial Statements – Liquidation Basis of Accounting”, accordingly the accumulated deficit generated
+Added: prior to bankruptcy proceedings remained unadjusted.
+Added: January 31, 2014, the Board of Directors of Cereplast, Inc.
+Added: (the “Company”) approved a 1-for-50 reverse split (the “Reverse
+Added: Split) which was previously approved by the shareholders on April 5, 2013 and previously disclosed on Current Report Form 8-K filed on
+Added: April 5, 2013.
+Added: February 3, 2014, Cereplast, Inc.
+Added: (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation to effect
+Added: the reverse split (the “Reverse Split”), effective as of February 21, 2014.
+Added: March 22, 2019, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for Cereplast, Inc., proper
+Added: notice having been given to the officers and directors of Cereplast, Inc.
+Added: There was no opposition.
+Added: June 04, 2019, the Company filed a certificate of revival with the state of Nevada, appointing David Lazar as, President, Secretary,
+Added: Treasurer and Director.
+Added: 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
+Added: $ 5,000,000 Series A-1 Preferred Shares from Custodian Ventures, LLC to Xudong Li.
+Added: After November 3, 2020, the Company’s operations
+Added: are determined and structured by the new major shareholder.
+Added: November 18, 2020, the Company filed an amendment to its certificate of incorporation to change its name to Hong Yuan Holding Group.
+Added: Company is a development stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital,
+Added: and research into products which may become part of the Company’s product portfolio.
+Added: The Company has not realized significant sales
+Added: since inception.
+Added: A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business
+Added: and, even if planned principal operations have commenced, revenues are insignificant.
+Added: October 1, 2024, The Company entered into an agreement to acquire from Xudong Li (the majority shareholder of the Company) 100 % equity
+Added: interest of Hongyuan International Holding Group Co., Ltd.
+Added: (“Hongyuan HK”) in exchange for HK $ 500,000 (approximately $ 64,103 )
+Added: or issuing the equivalent value of the Company’s common stocks, payable upon the completion of changing registered owner with the
+Added: Administration for Industrial and Commerce.
+Added: Hongyuan HK was established in Hong Kong on July 28, 2021.
+Added: on October 1, 2024, Hongyuan HK entered into a series of agreements including a Shareholders’ Voting Rights Entrustment Agreement,
+Added: an Exclusive Management Consulting and Service Agreement and a Share Pledge Agreement (collectively the “Agreements”) with
+Added: Fengcuiyuan Chang Technology Development Co., Ltd (“Fengcuiyuan”) and its registered owners (the “Transaction”).
+Added: Fengcuiyuan is a corporation formed under the laws of the PRC on September 3, 2021, in which Xudong Li (the majority shareholder of the
+Added: Company) controls 95 % of its equity interest.
+Added: Fengcuiyuan owns 98 % of Rongcheng (Sichuan) Supply Chain Management Co., Ltd (“Rongcheng”),
+Added: a corporation formed under the laws of the PRC located in Chengdu, Sichuan, China, incorporated on April 17, 2024.
+Added: On November 12, 2024,
+Added: Chongqing Xuchang Qingrong Trading Co., Ltd.
+Added: (“Xuchang”) located in Chongqing, Sichuan, China, was formed as a 55 % subsidiary
+Added: of Rongcheng.
+Added: to the Agreements, Hongyuan HK assumed financial and operating control of Fengcuiyuan.
+Added: As a result, Hongyuan HK has been determined to
+Added: have a controlling financial interest in Fengcuiyuan, requiring Hongyuan HK to consolidate the financial statements of Fengcuiyuan and
+Added: its subsidiaries, and ultimately consolidate with its parent company, Hong Yuan.
+Added: The Transaction was accounted for as a reorganization
+Added: of entities under common control.
+Added: As the combining entities have been under common control since September 2021, the consolidated financial
+Added: statements of the Company recognized the assets and liabilities received in the reorganization at their historical carrying amounts,
+Added: as reflected in the historical financial statements of each entity.
+Added: Company, through its subsidiary and the Agreements with Fengcuiyuan, focuses on supply chain management services, is mainly engaged in
+Added: the wholesale and internet sales of fast-moving consumer goods such as food, daily necessities, and electronic products, covering diversified
+Added: fields such as pre-packaged food, agricultural and by-products, and household goods.
+Added: accompanying financial statements have been prepared assuming the continuation of the Company as a going concern.
+Added: The Company has not
+Added: yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to
+Added: fund its operations.
+Added: Management of the Company is making efforts to raise additional funding until a registration statement relating
+Added: to an equity funding facility is in effect.
+Added: While management of the Company believes that it will be successful in its capital formation
+Added: and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital, or be successful
+Added: in the development and commercialization of the products it develops or initiates collaboration agreements thereon.
+Added: The accompanying
+Added: financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of
+Added: assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going
+Added: 2 – Summary of significant accounting policies
+Added: of Presentation
+Added: summary of significant accounting policies of the Company (a development stage company) is presented to assist in understanding the Company’s
financial statements.
1 unchanged sentence
have been consistently applied in the preparation of the accompanying financial statements.
−Removed: The Company has realized minimal revenues
+Added: 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
2 unchanged sentences
Company has elected a fiscal year end of December 31.
−Removed: Business Description
−Removed: We were incorporated on September
−Removed: 29, 2001 in the State of Nevada under the name of Biocorp North America Inc.
−Removed: On March 18, 2005, we filed an amendment to our certificate
−Removed: of incorporation to change our name to Cereplast, Inc.
−Removed: On February 10, 2014, the
−Removed: Company, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States
−Removed: Bankruptcy Court for the Southern District of Indiana (the “Bankruptcy Court “).
−Removed: On February 14, 2014, the Company filed a
−Removed: motion in the Bankruptcy Court seeking to convert the Company’s Chapter 11 Case to a Chapter 7 bankruptcy case.
−Removed: On March 27, 2014,
−Removed: the court granted the Company’s motion and on that date the Company’s Chapter 11 Case was converted to a Chapter 7 case.
−Removed: a result, the Company adopted liquidation basis of accounting on the discontinued operations according to ASC 205-30 “Presentation
−Removed: of Financial Statements – Liquidation Basis of Accounting”, accordingly the accumulated deficit generated prior to bankruptcy
−Removed: proceedings remained unadjusted.
−Removed: On January 31, 2014, the Board of Directors of Cereplast,
−Removed: (the “Company”) approved a 1-for-50 reverse split (the “Reverse Split) which was previously approved by the shareholders
−Removed: on April 5, 2013 and previously disclosed on Current Report Form 8-K filed on April 5, 2013.
−Removed: On February 3, 2014, Cereplast, Inc.
−Removed: (the “Company”)
−Removed: filed a Certificate of Amendment to its Articles of Incorporation to effect the reverse split (the “Reverse Split”), effective
−Removed: as of February 21, 2014.
−Removed: On March 22, 2019, the eight judicial District Court
−Removed: of Nevada appointed Custodian Ventures, LLC as custodian for Cereplast, Inc., proper notice having been given to the officers and directors
−Removed: of Cereplast, Inc.
−Removed: There was no opposition.
−Removed: On June 04, 2019, the Company filed a certificate
−Removed: of revival with the state of Nevada, appointing David Lazar as, President, Secretary, Treasurer and Director.
−Removed: On October 4, 2019, the Company issued 50,000,000
−Removed: 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
−Removed: 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 .
−Removed: The note bears an interest of 3 % and matures in 180 days following written demand by the holder.
−Removed: On April 14, 2020, Custodian Ventures elected to convert
−Removed: the total amount of the 510 shares of Series A preferred stock into 510 shares of common stock.
−Removed: On April 15, 2020, the Board of directors of the Company
−Removed: approved the withdrawal of the certificate of designation of 5,000,000 shares of Series A Preferred stock filed with the Nevada Secretary
−Removed: of State on August 24, 2012, as amended by the Amendment to Certificate of Designation after issuance of Class or Series filed with the
−Removed: Nevada Secretary of State on April 13, 2020.
−Removed: On May 1, 2020, the Company created 5,000,000 shares
−Removed: of series A-1 preferred stock with par value $ 0.001 .
−Removed: On May 4, 2020, the Company issued 5,000,000 shares of the Series A-1 Preferred stock
−Removed: valued at $ 5,000 to Custodian Ventures LLC as repayment funds loaned to the Company.
−Removed: A change of control of the Company was completed on
−Removed: 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
−Removed: Ventures, LLC to Xudong Li.
−Removed: After November 3, 2020, the Company’s operations are determined and structured by the new major shareholder.
−Removed: On November 18, 2020, the
−Removed: Company filed an amendment to its certificate of incorporation to change its name to Hong Yuan Holding Group.
−Removed: The accompanying financial statements are prepared
−Removed: on the basis of accounting principles generally accepted in the United States of America (“GAAP”).
−Removed: The Company is a development
−Removed: stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital, and research into products
−Removed: which may become part of the Company’s product portfolio.
−Removed: The Company has not realized significant sales since inception.
−Removed: A development
−Removed: stage company is defined as one in which all efforts are devoted substantially to establishing a new business and, even if planned principal
−Removed: operations have commenced, revenues are insignificant.
−Removed: The Company is planning potential acquisitions.
−Removed: management has approached several companies in China and met the management of potential acquisition targets.
−Removed: The Company feels strongly
−Removed: that despite the challenges of cross border business, it might be able to acquire some good growth companies and bring good values to
−Removed: our stockholders.
−Removed: Although the Company is making some progress in the Merger and Acquisition efforts, any potential results, if any, are
−Removed: still not certain.
−Removed: The accompanying financial statements have been prepared
−Removed: assuming the continuation of the Company as a going concern.
−Removed: The Company has not yet established an ongoing source of revenues sufficient
−Removed: to cover its operating costs and is dependent on debt and equity financing to fund its operations.
−Removed: Management of the Company is making
−Removed: efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect.
−Removed: While management
−Removed: of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance
−Removed: that the Company will be able to raise additional equity capital, or be successful in the development and commercialization of the products
−Removed: it develops or initiates collaboration agreements thereon.
−Removed: The accompanying financial statements do not include any adjustments to reflect
−Removed: the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may
−Removed: result from the possible inability of the Company to continue as a going concern.
−Removed: Note 2 – Summary of significant accounting
−Removed: Unaudited Interim Financial Information
−Removed: These unaudited interim financial statements have
−Removed: been prepared in accordance with GAAP for interim financial reporting and the rules and regulations of the Securities and Exchange Commission
−Removed: that permit reduced disclosure for interim periods.
−Removed: Therefore, certain information and footnote disclosures normally included in financial
−Removed: statements prepared in accordance with GAAP have been condensed or omitted.
−Removed: In the opinion of management, all adjustments of a normal
−Removed: recurring nature necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented
−Removed: have been made.
−Removed: The results of operations for the interim periods presented are not necessarily indicative of the results to be expected
−Removed: for the year ending December 31, 2024.
−Removed: The balance sheets and certain comparative information
−Removed: as of December 31, 2023 are derived from the audited financial statements and related notes for the year ended December 31, 2023, included
−Removed: in the Company’s Form 10K.
−Removed: These unaudited interim financial statements should be read in conjunction with the annual consolidated
−Removed: financial statements and the accompanying notes contained in our Form 10K.
−Removed: Cash and Cash Equivalents
−Removed: For purposes of reporting within the statements of
−Removed: cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly
−Removed: liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
−Removed: Employee Stock-Based Compensation
−Removed: The Company accounts for stock-based compensation
−Removed: in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”).
−Removed: ASC 718 addresses all forms of share-based payment
−Removed: (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares.
−Removed: Under ASC 718 awards
−Removed: 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
−Removed: to vest and will result in a charge to operations.
−Removed: Loss per Share
−Removed: Basic earnings (loss) per share are computed by dividing
−Removed: income available to common shareholders by the weighted-average number of common shares available.
−Removed: Diluted earnings (loss) per share is
−Removed: computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares
−Removed: that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.
−Removed: Company’s diluted loss per share is the same as the basic loss per share for the nine months ended September 30, 2024 and 2023,
−Removed: as there are no potential shares outstanding that would have a dilutive effect.
−Removed: Income tax expense is based on pretax financial accounting
−Removed: Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax
−Removed: bases of assets and liabilities and their reported amounts.
−Removed: Valuation allowances are recorded to reduce deferred tax assets to the amount
−Removed: that will more likely than not be realized.
−Removed: The Company recorded a valuation allowance against its deferred tax assets as of September
−Removed: 30, 2024 and December 31, 2023.
−Removed: The Company accounts for uncertainty in income taxes
−Removed: using a two-step approach to recognizing and measuring uncertain tax positions.
−Removed: The first step is to evaluate the tax position for recognition
−Removed: by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit,
−Removed: including resolution of related appeals or litigation processes, if any.
−Removed: The second step is to measure the tax benefit as the largest
−Removed: amount that is more than 50% likely of being realized upon settlement.
−Removed: The Company classifies the liability for unrecognized tax benefits
−Removed: as current to the extent that the Company anticipates payment (or receipt) of cash within one year.
−Removed: Interest and penalties related to
−Removed: uncertain tax positions are recognized in the provision for income taxes.
+Added: of Consolidation
+Added: consolidated financial statements include the accounts of the Company, its subsidiary and variable interest entity (“VIE”)
+Added: for which the Company is the primary beneficiary.
+Added: All inter-company accounts and transactions have been eliminated in consolidation.
+Added: determining Fengcuiyuan is a VIE of Hongyuan HK, the Company considered the following indicators, among others:
+Added: HK enjoys exclusive and non-competitive rights to intellectual property rights and licensing arising from the performance of the
+Added: Agreements, and controls and administers the financial affairs and daily operation of Fengcuiyuan.
+Added: The registered owners of Fengcuiyuan
+Added: as a group have no right to make any decision about Fengcuiyuan’s activities without the consent of Hongyuan HK.
+Added: HK is assigned all voting rights of Fengcuiyuan and has the right to appoint all directors and senior management personnel of Fengcuiyuan.
+Added: The registered owners of Fengcuiyuan possess no substantive voting rights.
+Added: registered owners of Fengcuiyuan have pledged their shares in Fengcuiyuan as collateral to secure these Agreements.
+Added: Agreements are valid for 10 years.
+Added: Termination is prohibited by Fengcuiyuan and its registered owners, making termination within
+Added: the control of the Company.
+Added: HK is entitled to a management consulting and service fee based on the workload and commercial value of the technical services provided
+Added: 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
+Added: and content of the services provided to Fengcuiyuan.
+Added: Therefore, Hongyuan HK is the primary beneficiary of Fengcuiyuan.
+Added: preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
+Added: and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
+Added: date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
+Added: Actual results could differ
+Added: significantly from those estimates.
+Added: and Cash Equivalents
+Added: purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal
+Added: restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash
+Added: and Equipment
+Added: and equipment are stated at cost less accumulated depreciation.
+Added: Major repairs and betterments that significantly extend original useful
+Added: lives or improve productivity are capitalized and depreciated over the period benefited.
+Added: Maintenance and repairs are expensed as incurred.
+Added: When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the
+Added: respective accounts, and any gain or loss is included in operations.
+Added: Depreciation of property and equipment is provided using the straight-line
+Added: method for substantially all assets with estimated lives as follows:
+Added: of Estimated Useful Lives of Property and Equipment
+Added: Topic 842, “Leases” requires recognition of leases on the balance sheets as right-of-use (“ROU”) assets
+Added: and lease liabilities.
+Added: ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities
+Added: represent the Company’s obligation to make lease payments arising from the leases.
+Added: Operating lease ROU assets and operating lease
+Added: liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date.
+Added: Company’s future minimum lease payments used to determine the Company’s lease liabilities mainly include minimum lease rent
+Added: Leases with a lease term of 12 months or less at inception are not recorded on the Company’s balance sheet and are expensed
+Added: on a straight-line basis over the lease term in the Company’s statement of operations.
+Added: As most of the Company’s leases do
+Added: not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement
+Added: date in determining the present value of lease payments.
+Added: The Company’s incremental borrowing rate is a hypothetical rate based
+Added: on its understanding of what its credit rating would be.
+Added: Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”).
+Added: 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans
+Added: and stock incentive shares.
+Added: Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based
+Added: on the estimated number of awards that are expected to vest and will result in a charge to operations.
+Added: earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares
+Added: Diluted earnings (loss) per share is computed similar to basic earnings per share except that the denominator is increased
+Added: to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and
+Added: if the additional common shares were dilutive.
+Added: The Company’s diluted income and loss per share is the same as the basic income
+Added: and loss per share for the three months ended March 31, 2025 and 2024, as there are no potential shares outstanding that would have a
+Added: dilutive effect.
+Added: tax expense is based on pretax financial accounting income.
+Added: Deferred tax assets and liabilities are recognized for the expected tax consequences
+Added: of temporary differences between the tax bases of assets and liabilities and their reported amounts.
+Added: Valuation allowances are recorded
+Added: to reduce deferred tax assets to the amount that will more likely than not be realized.
+Added: The Company recorded a valuation allowance against
+Added: its deferred tax assets as of March 31, 2025 and December 31, 2024.
+Added: Company accounts for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions.
+Added: first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more
+Added: likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any.
+Added: The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement.
+Added: Company classifies the liability for unrecognized tax benefits as current to the extent that the Company anticipates payment (or receipt)
+Added: of cash within one year.
+Added: Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes.
3 - Going Concern
−Removed: The accompanying financial statements have been prepared
−Removed: assuming the continuation of the Company as a going concern.
−Removed: The Company has not yet established an ongoing source of revenues sufficient
−Removed: to cover its operating costs and is dependent on debt and equity financing to fund its operations.
−Removed: Management of the Company is making
−Removed: efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect.
−Removed: While management
−Removed: of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance
−Removed: that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products
−Removed: it develops or initiates collaboration agreements thereon.
−Removed: The accompanying financial statements do not include any adjustments to reflect
−Removed: the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may
−Removed: result from the possible inability of the Company to continue as a going concern.
−Removed: Note 4 – Related party transaction
−Removed: During the nine months ended September 30, 2024, the
−Removed: Company’s current majority shareholder advanced $ 31,218 to the Company as working capital.
−Removed: As of September 30, 2024 and December
−Removed: 31, 2023, the Company owed its current majority shareholders of $ 181,393 and $ 150,175 , respectively.
−Removed: The advances are non-interest bearing
−Removed: and are due on demand.
−Removed: Note 5 – Common stock
−Removed: At September 30, 2024, the Company is authorized to
−Removed: issue 250,000,000 shares of $ 0.001 par value common stock.
−Removed: As of September 30, 2024, a total of 74,640,766 shares
−Removed: of common stock with par value $ 0.001 remain outstanding.
−Removed: Note 6 – Preferred stock
−Removed: As of September 30, 2024, a total of 5,000,000 shares
−Removed: of Series A-1 preferred stock with par value $ 0.001 is authorized and remain outstanding.
−Removed: Note 7 – Income Taxes
−Removed: Deferred taxes represent the net tax effects of the
−Removed: temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes.
−Removed: Temporary differences result
−Removed: primarily from the recording of tax benefits of net operating loss carry forwards.
−Removed: As of September 30, 2024, the Company has an insufficient
−Removed: history to support the likelihood of ultimate realization of the benefit associated with the deferred tax asset.
−Removed: Accordingly, a valuation
−Removed: allowance has been established for the full amount of the net deferred tax asset.
−Removed: Uncertain Tax Positions
−Removed: Interest associated with unrecognized tax benefits
−Removed: are classified as income tax, and penalties are classified in selling, general and administrative expenses in the statements of operations.
−Removed: For the nine months ended September 30, 2024 and 2023, the Company had no unrecognized tax benefits and related interest and penalties
+Added: accompanying financial statements have been prepared assuming the continuation of the Company as a going concern.
+Added: The Company has not
+Added: yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to
+Added: fund its operations.
+Added: Management of the Company is making efforts to raise additional funding until a registration statement relating
+Added: to an equity funding facility is in effect.
+Added: While management of the Company believes that it will be successful in its capital formation
+Added: and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful
+Added: in the development and commercialization of the products it develops or initiates collaboration agreements thereon.
+Added: The accompanying
+Added: financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of
+Added: assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going
+Added: 4 - Property and Equipment
+Added: and equipment consist of:
+Added: of Property and Equipment
+Added: Office Equipment
+Added: accumulated depreciation
+Added: Property and equipment, net
+Added: April 10, 2024, Fengcuiyuan entered into an operating lease agreement to rent an office.
+Added: The lease has an original term of 2 years expiring
+Added: April 24, 2026.
+Added: Effective January 25, 2025, the lease was modified to change lessee to Rongcheng and an unrelated third party with each
+Added: occupying 50% of the premises and responsible for 50% of the lease payment .
+Added: As a result of the lease modification, right-of-use asset
+Added: and related liability were reduced by $ 46,710 .
+Added: sheet information related to the Company’s leases is presented below:
+Added: of Balance Sheet Information Related to Company’s Leases
+Added: Operating Leases
+Added: Operating lease right-of-use assets
+Added: Operating lease liabilities - current
+Added: Operating lease liability – non-current
+Added: Total operating lease liabilities
+Added: following provides details of the Company’s lease expenses:
+Added: of Company’s Lease Expenses
+Added: Three Months Ended March 31,
+Added: Operating lease expense
+Added: information related to leases is presented below:
+Added: of Other Information Related to Leases
+Added: Three Months Ended
+Added: March 31, 2025
+Added: Cash Paid For Amounts Included In Measurement of Liabilities:
+Added: Operating cash flows from operating leases
+Added: Weighted Average Remaining Lease Term:
+Added: Operating leases
+Added: Weighted Average Discount Rate:
+Added: Operating leases
+Added: of lease liabilities were as follows:
+Added: of Maturities of Lease Liabilities
+Added: For the 12 months ending December 31:
+Added: 2025 (9 months remaining)
+Added: Total lease payments
+Added: imputed interest
+Added: Total lease liabilities
+Added: current portion
+Added: Lease liabilities – non-current portion
+Added: 6 – Related party transaction
+Added: the three months ended March 31, 2025, the Company’s current majority shareholder advanced $ 2,461 to the Company as working capital.
+Added: As of March 31, 2025 and December 31, 2024, the Company owed its current majority shareholder of $ 254,349 and $ 251,887 , respectively,
+Added: including $ 64,103 for acquisition of Hongyuan HK.
+Added: The advances are non-interest bearing and are due on demand.
+Added: 7 – Common stock
+Added: March 31, 2025, the Company is authorized to issue 2,000,000,000 shares of $ 0.001 par value common stock.
+Added: of March 31, 2025, a total of 74,640,766 shares of common stock with par value $ 0.001 remain outstanding.
+Added: 8 – Preferred stock
+Added: of March 31, 2025, a total of 5,000,000 shares of Series A-1 preferred stock with par value $ 0.001 remain outstanding.
+Added: 9 – INCOME TAXES
+Added: Company is subject to taxation in the United States (USA) and its subsidiaries were incorporated in China and are governed by the Income
+Added: Tax Law of China.
+Added: taxes represent the net tax effects of the temporary differences between the carrying amounts of assets and liabilities for financial
+Added: reporting purposes.
+Added: Temporary differences result primarily from the recording of tax benefits of net operating loss carry forwards.
+Added: of March 31, 2025, the Company has an insufficient history to support the likelihood of ultimate realization of the benefit associated
+Added: with the deferred tax asset.
+Added: Accordingly, a valuation allowance has been established for the full amount of the net deferred tax asset.
+Added: Tax Positions
+Added: associated with unrecognized tax benefits are classified as income tax, and penalties are classified in selling, general and administrative
+Added: expenses in the statements of operations.
+Added: For the three months ended March 31, 2025 and 2024, the Company had no unrecognized tax benefits
+Added: and related interest and penalties expenses.
Currently, the Company is not subject to examination by major tax jurisdictions.
−Removed: Note 8 – Subsequent Event
−Removed: In accordance with SFAS 165 (ASC 855-10) management
−Removed: has performed an evaluation of subsequent events through the date that the financial statements were available to be issued, and has determined
−Removed: that it does not have any material subsequent events to disclose in these financial statements.
−Removed: Management ’ s Discussion and
−Removed: Analysis of Financial Condition and Results of Operations.
−Removed: Forward Looking Statement Notice
−Removed: Certain statements made in this Quarterly Report on
−Removed: Form 10-Q are “ forward-looking statements ” (within the meaning of the Private Securities Litigation Reform Act of 1995)
−Removed: regarding the plans and objectives of management for future operations.
−Removed: Such statements involve known and unknown risks, uncertainties
−Removed: and other factors that may cause actual results, performance or achievements of Crown Marketing, (“ we ”, “ us ”,
−Removed: “ our ” or the “ Company ”) to be materially different from any future results, performance or achievements
−Removed: expressed or implied by such forward-looking statements.
−Removed: The forward-looking statements included herein are based on current expectations
−Removed: that involve numerous risks and uncertainties.
−Removed: The Company’s plans and objectives are based, in part, on assumptions involving the
−Removed: continued expansion of business.
−Removed: Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic,
−Removed: competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many
−Removed: of which are beyond the control of the Company.
−Removed: Although the Company believes its assumptions underlying the forward-looking statements
−Removed: are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements
−Removed: included in this Quarterly Report will prove to be accurate.
−Removed: In light of the significant uncertainties inherent in the forward-looking
−Removed: statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person
−Removed: that the objectives and plans of the Company will be achieved.
−Removed: The Company was incorporated in the state of Nevada
−Removed: on September 14, 2001 under the name Biocorp North America, Inc.
−Removed: On July 19, 2004 the Company changed its name to Nat-UR, Inc.
−Removed: March 18, 2005 it changed its name again to Cereplast, Inc.
+Added: 10 – Subsequent Event
+Added: June 2025, the Company changed its business model.
+Added: Rongcheng relinquished its 55 % ownership in Xuchang, but will still fund the opening
+Added: of stores operated by Xuchang.
+Added: The investment funds for stores will be recovered as loans in the future from the stores’ profits.
+Added: Management ’ s Discussion and Analysis of Financial Condition and Results of Operations.
+Added: Looking Statement Notice
+Added: statements made in this Quarterly Report on Form 10-Q are “ forward-looking statements ” (within the meaning of the
+Added: Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations.
+Added: Such statements
+Added: involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Crown
+Added: Marketing, (“ we ”, “ us ”, “ our ” or the “ Company ”) to be materially
+Added: different from any future results, performance or achievements expressed or implied by such forward-looking statements.
+Added: The forward-looking
+Added: statements included herein are based on current expectations that involve numerous risks and uncertainties.
+Added: The Company’s plans
+Added: and objectives are based, in part, on assumptions involving the continued expansion of business.
+Added: Assumptions relating to the foregoing
+Added: involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions,
+Added: all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company.
+Added: Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate
+Added: and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate.
+Added: In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information
+Added: should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.
+Added: Company was incorporated in the state of Nevada on September 14, 2001 under the name Biocorp North America, Inc.
+Added: On March 18, 2005, it
+Added: changed its name to Cereplast, Inc.
In the summer of 2014, the Company ceased all operations.
−Removed: On March 22, 2019, the eight judicial District Court
−Removed: of Nevada appointed Custodian Ventures, LLC as custodian for Cereplast, Inc., proper notice having been given to the officers and directors
−Removed: of Cereplast, Inc.
−Removed: There was no opposition.
−Removed: On June 04, 2019, the Company filed a certificate
−Removed: of revival with the state of Nevada, appointing David Lazar as, President, Secretary, Treasurer and Director.
−Removed: A change of control of the Company was completed on
−Removed: 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
−Removed: Ventures, LLC to Xudong Li.
−Removed: After November 3, 2020, the Company’s operations are determined and structured by the new major shareholder.
−Removed: On November 18, 2020, the Company filed an amendment
−Removed: to its certificate of incorporation to change its name to Hong Yuan Holding Group.
−Removed: We have not yet generated sustained profits from our
−Removed: prior operations.
−Removed: Our independent accountants have expressed a “going concern” opinion.
−Removed: As of September 30, 2024, we had an
−Removed: accumulated deficit of $97,448,110 and a net working capital deficit of $182,433.
−Removed: While our current burn rate is nominal, it is expected
−Removed: that our costs of operations will continue to exceed revenues, primarily due to the costs associated with being a public reporting company.
−Removed: Based upon our current business plan, we may continue to incur losses in the foreseeable future and there can be no assurances that we
−Removed: will ever establish profitable operations.
−Removed: These and other factors raise substantial doubt about our ability to continue as a going concern.
−Removed: The Company is planning potential acquisitions.
−Removed: management has approached several companies in China and met the management of potential acquisition targets.
−Removed: The Company feels strongly
−Removed: that despite the challenges of cross border business, it might be able to acquire some good growth companies and bring good values to
−Removed: our stockholders.
−Removed: Although the Company is making some progress in the Merger and Acquisition efforts, any potential results, if any, are
−Removed: still not certain.
−Removed: Critical Accounting Policies, Judgments and Estimates
−Removed: Our discussion and analysis of our financial condition
−Removed: and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S.
−Removed: Accepted Accounting Principles (“GAAP”).
−Removed: The preparation of these consolidated financial statements requires us to make estimates,
−Removed: judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of
−Removed: contingent assets and liabilities.
−Removed: We base our estimates on historical experience and on various other assumptions that we believe are
−Removed: reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
−Removed: that are not readily apparent from other sources.
−Removed: Actual results may differ from these estimates.
−Removed: An accounting policy is considered to be critical
−Removed: if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate
−Removed: is made, and if different estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely
−Removed: to occur, could materially impact the consolidated financial statements.
−Removed: We believe that the following critical accounting policies reflect
−Removed: the more significant estimates and assumptions used in the preparation of the consolidated financial statements.
−Removed: Revenue Recognition
−Removed: 2014-09 , Revenue from Contracts
−Removed: with Customers (“Topic 606”), became effective for the Company on January 1, 2018 and were adopted using the modified
−Removed: retrospective method.
−Removed: The adoption of the new revenue standards as of January 1, 2018 did not change the Company’s revenue recognition
−Removed: as there were no revenues during the period.
−Removed: Under the new revenue standards, the Company recognizes
−Removed: revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects
−Removed: to receive in exchange for those goods.
−Removed: The Company recognizes revenues following the five step model prescribed under ASU No.
+Added: 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
+Added: $5,000,000 Series A-1 Preferred Shares from Custodian Ventures, LLC to Xudong Li.
+Added: After November 3, 2020, the Company’s operations
+Added: are determined and structured by the new major shareholder.
+Added: November 18, 2020, the Company filed an amendment to its certificate of incorporation to change its name to Hong Yuan Holding Group.
+Added: October 1, 2024, The Company entered into an agreement to acquire from Xudong Li (the majority shareholder of the Company) 100% equity
+Added: interest of Hongyuan International Holding Group Co., Ltd.
+Added: (“Hongyuan HK”) in exchange for HK $500,000 (approximately $64,103)
+Added: or issuing the equivalent value of the Company’s common stocks, payable upon the completion of changing registered owner with the
+Added: Administration for Industrial and Commerce.
+Added: Hongyuan HK was established in Hong Kong on July 28, 2021.
+Added: on October 1, 2024, Hongyuan HK entered into a series of agreements including a Shareholders’ Voting Rights Entrustment Agreement,
+Added: an Exclusive Management Consulting and Service Agreement and a Share Pledge Agreement (collectively the “Agreements”) with
+Added: Fengcuiyuan Chang Technology Development Co., Ltd (“Fengcuiyuan”) and its registered owners (the “Transaction”).
+Added: Fengcuiyuan is a corporation formed under the laws of the PRC on September 3, 2021, in which Xudong Li (the majority shareholder of the
+Added: Company) controls 95% of its equity interest.
+Added: Fengcuiyuan owns 98% of Rongcheng (Sichuan) Supply Chain Management Co., Ltd (“Rongcheng”),
+Added: a corporation formed under the laws of the PRC located in Chengdu, Sichuan, China, incorporated on April 17, 2024.
+Added: On November 12, 2024,
+Added: Chongqing Xuchang Qingrong Trading Co., Ltd.
+Added: (“Xuchang”) located in Chongqing, Sichuan, China, was formed as a 55% subsidiary
+Added: of Rongcheng.
+Added: to the Agreements, Hongyuan HK assumed financial and operating control of Fengcuiyuan.
+Added: As a result, Hongyuan HK has been determined to
+Added: have a controlling financial interest in Fengcuiyuan, requiring Hongyuan HK to consolidate the financial statements of Fengcuiyuan and
+Added: its subsidiaries, and ultimately consolidate with its parent company, Hong Yuan.
+Added: The Transaction was accounted for as a reorganization
+Added: of entities under common control.
+Added: As the combining entities have been under common control since September 2021, the consolidated financial
+Added: statements of the Company recognized the assets and liabilities received in the reorganization at their historical carrying amounts,
+Added: as reflected in the historical financial statements of each entity.
+Added: Company, through its subsidiary and the Agreements with Fengcuiyuan, focuses on supply chain management services, is mainly engaged in
+Added: the wholesale and internet sales of fast-moving consumer goods such as food, daily necessities, and electronic products, covering diversified
+Added: fields such as pre-packaged food, agricultural and by-products, and household goods.
+Added: have not yet generated sustained profits from our prior operations.
+Added: Our independent accountants have expressed a “going concern”
+Added: As of March 31, 2025, we had an accumulated deficit of $97,746,780 and a net working capital deficit of $168,763.
+Added: our current burn rate is nominal, it is expected that our costs of operations will continue to exceed revenues, primarily due to the
+Added: costs associated with being a public reporting company.
+Added: Based upon our current business plan, we may continue to incur losses in the
+Added: foreseeable future and there can be no assurances that we will ever establish profitable operations.
+Added: These and other factors raise substantial
+Added: doubt about our ability to continue as a going concern.
+Added: Accounting Policies, Judgments and Estimates
+Added: discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which
+Added: have been prepared in accordance with U.S.
+Added: Generally Accepted Accounting Principles (“GAAP”).
+Added: The preparation of these consolidated
+Added: financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities,
+Added: revenues and expenses, and the related disclosure of contingent assets and liabilities.
+Added: We base our estimates on historical experience
+Added: and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making
+Added: judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
+Added: Actual results may differ
+Added: from these estimates.
+Added: accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that
+Added: are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in
+Added: the accounting estimate that are reasonably likely to occur, could materially impact the consolidated financial statements.
+Added: that the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation of the
+Added: consolidated financial statements.
+Added: 2014-09 , Revenue from Contracts with Customers (“Topic 606”), became effective for the Company on January
+Added: 1, 2018 and were adopted using the modified retrospective method.
+Added: The adoption of the new revenue standards as of January 1, 2018 did
+Added: not change the Company’s revenue recognition as there were no revenues during the period.
+Added: the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount
+Added: that reflects the consideration which it expects to receive in exchange for those goods.
+Added: The Company recognizes revenues following the
+Added: five step model prescribed under ASU No.
(i) identify contract(s) with a customer;
−Removed: (ii) identify the performance obligations in the contract;
+Added: (ii) identify the performance obligations
+Added: in the contract;
(iii) determine the transaction price;
(iv) allocate the transaction price to the performance obligations in the contract;
−Removed: and (v) recognize revenues when (or as) we satisfy
−Removed: the performance obligation.
−Removed: Accounts receivable
−Removed: The Company reviews accounts receivable periodically
−Removed: for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary.
−Removed: Our allowance
−Removed: for doubtful accounts is maintained to provide for losses arising from customers’ inability to make required payments.
−Removed: is deterioration of our customers’ credit worthiness and/or there is an increase in the length of time that the receivables are
−Removed: past due greater than the historical assumptions used, additional allowances may be required.
−Removed: The Company has no accounts receivables
−Removed: and therefore as of September 30, 2024 and December 31, 2023, no allowance for doubtful accounts is necessary.
−Removed: The Company follows the asset and liability method
−Removed: of accounting for future income taxes.
−Removed: Under this method, future income tax assets and liabilities are recorded based on temporary differences
−Removed: between the carrying amount of assets and liabilities and their corresponding tax basis.
−Removed: In addition, the future benefits of income tax
−Removed: assets including unused tax losses, are recognized, subject to a valuation allowance to the extent that it is more likely than not that
−Removed: such future benefits will ultimately be realized.
−Removed: Future income tax assets and liabilities are measured using enacted tax rates and laws
−Removed: expected to apply when the tax liabilities or assets are to be either settled or realized.
−Removed: The Company’s effective tax rate approximates
−Removed: the Federal statutory rates.
−Removed: Results of Operations for the Three and Nine Months
−Removed: Ended September 30, 2024 compared to the Three and Nine Months Ended September 30, 2023
−Removed: During the three and nine months ended September 30,
−Removed: 2024 and 2023, we generated no revenues.
−Removed: Operating expenses, during the quarter ended September
−Removed: 30, 2024, was $5,495 compared to $10,166 during the quarter ended September 30, 2023, a decrease of $4,671 or 45.9%.
−Removed: The decrease was
−Removed: mainly due to the lower professional fees.
−Removed: Operating expenses, during the nine months ended September 30, 2024, was $31,189 compared to
−Removed: $31,419 during the nine months ended September 30, 2023, a decrease of $230 or 0.7%, relatively flat
−Removed: During the quarter ended September 30, 2024, the Company
−Removed: incurred a net loss of $5,495, compared to a net loss of $10,166 during the quarter ended September 30, 2023, a decrease of $4,671.
−Removed: decrease in net loss in the quarter ended September 30, 2024 was primarily due to the decrease in operating expenses.
−Removed: During the nine
−Removed: months ended September 30, 2024, the Company incurred a net loss of $31,189, compared to a net loss of $31,419 during the nine months
−Removed: ended September 30, 2023, a decrease of $230, relatively flat.
−Removed: Liquidity and Capital Resources
−Removed: As of September 30, 2024 and December 31, 2023, we
−Removed: had a cash balance of $0.
−Removed: Due to the lack of revenue, the company’s operations are primarily funded by the Company’s CEO and
−Removed: major shareholder.
−Removed: To the extent that the Company’s capital resources
−Removed: are insufficient to meet current or planned operating requirements, the Company will seek additional funds through equity or debt financing,
−Removed: collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of
−Removed: diluting the holdings of existing shareholders.
−Removed: The Company has no current arrangements with respect to, or sources of, such additional
−Removed: financing and the Company does not anticipate that existing shareholders will provide any portion of the Company’s future financing
−Removed: requirements.
−Removed: Xudong, the CEO and principal shareholder of the Company, would favorably entertain funding, through loans, corporate
−Removed: expenses for approximately 24 months.
+Added: and (v) recognize revenues when (or as) we satisfy the performance obligation.
+Added: Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad
+Added: debt expense when deemed necessary.
+Added: Our allowance for doubtful accounts is maintained to provide for losses arising from customers’
+Added: inability to make required payments.
+Added: If there is deterioration of our customers’ credit worthiness and/or there is an increase
+Added: in the length of time that the receivables are past due greater than the historical assumptions used, additional allowances may be required.
+Added: The Company has no allowance for doubtful accounts as of March 31, 2025 and December 31, 2024, respectively.
+Added: Company follows the asset and liability method of accounting for future income taxes.
+Added: Under this method, future income tax assets and
+Added: liabilities are recorded based on temporary differences between the carrying amount of assets and liabilities and their corresponding
+Added: In addition, the future benefits of income tax assets including unused tax losses, are recognized, subject to a valuation
+Added: allowance to the extent that it is more likely than not that such future benefits will ultimately be realized.
+Added: Future income tax assets
+Added: and liabilities are measured using enacted tax rates and laws expected to apply when the tax liabilities or assets are to be either settled
+Added: The Company’s effective tax rate approximates the Federal statutory rates.
+Added: of Operations for the Three Months Ended March 31, 2025 compared to the Three Months Ended March 31, 2024
+Added: was $241,065 in the three months ended March 31, 2025 compared to Nil in the same period last year.
+Added: The increase in revenue was
+Added: mainly due to the consolidation of the Chinese VIEs under common control which started generating revenue in the second quarter of
+Added: of goods sold was $124,347 in the three months ended March 31, 2025 compared to Nil in the same period last year due to no revenue
+Added: in the same period last year as explained above.
+Added: expenses were $76,580 in the three months ended March 31, 2025 compared to $46,556 in the same period last year, an increase of $30,024
+Added: The increase was mainly due to the increase in general and administrative expenses and professional fees.
+Added: The increase in general
+Added: and administrative expenses in the first quarter of 2025 was mainly due to the increase in personnel expense, office expense and travel
+Added: expense,, partly offset by the decrease in rent expense.
+Added: the three months ended March 31, 2025, the Company had a net income of $37,357, compared to a net loss of $46,554 during the same period
+Added: last year, an increase of $83,911.
+Added: The increase in net income in the first quarter of 2025 was primarily due to the increase in gross
+Added: profit as a result of the Chinese VIEs starting to generate revenue, partly offset by the increase in operating expenses.
+Added: and Capital Resources
+Added: of March 31, 2025 and December 31, 2024, we had a cash balance of $33,300 and $46,291 respectively.
+Added: During the three months ended March
+Added: 31, 2025 and 2024, the company’s operations are primarily funded by the Company’s CEO and major shareholder and the minority
+Added: owners of the Chinese VIEs.
+Added: the extent that the Company’s capital resources are insufficient to meet current or planned operating requirements, the Company
+Added: will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or
+Added: others, and from other sources, which may have the effect of diluting the holdings of existing shareholders.
+Added: The Company has no current
+Added: arrangements with respect to, or sources of, such additional financing and the Company does not anticipate that existing shareholders
+Added: will provide any portion of the Company’s future financing requirements.
+Added: Xudong, the CEO and principal shareholder of the Company,
+Added: would favorably entertain funding, through loans, corporate expenses for approximately 24 months.
Any loans by Mr.
−Removed: Xudong would be on an interest-free basis, documented by a promissory note and
−Removed: payable only upon consummation of a business combination transaction.
−Removed: Upon consummation of a business combination, we or the target may
−Removed: reimburse Mr.
+Added: Xudong would be on
+Added: an interest-free basis, documented by a promissory note and payable only upon consummation of a business combination transaction.
+Added: consummation of a business combination, we or the target may reimburse Mr.
Xudong for any such loans from funds furnished by the target.
We have no written agreement with Mr.
−Removed: Xudong to advance any
−Removed: further funds for future operating expense, therefore there is no assurance that such funds from Mr.
+Added: Xudong to advance any further funds for future operating expense, therefore there is no assurance
+Added: that such funds from Mr.
Xudong will be forth coming, if required.
−Removed: No assurance can be given that additional financing
−Removed: will be available when needed or that such financing will be available on terms acceptable to the Company.
−Removed: If adequate funds are not available,
−Removed: the Company may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and
−Removed: commercialize.
+Added: assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable
+Added: to the Company.
+Added: If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its
+Added: programs that it would otherwise seek to develop and commercialize.
This would have a material adverse effect on the Company.
−Removed: These factors raise substantial doubt about the ability of the
−Removed: Company to continue as a going concern.
−Removed: Operating Activities
−Removed: We neither generated nor used cash in operating activities
−Removed: during the nine months ended September 30, 2024 and 2023.
−Removed: Investing Activities
−Removed: We neither generated nor used cash in investing activities
−Removed: during the nine months ended September 30, 2024 and 2023.
−Removed: Financing Activities
−Removed: We neither generated nor used cash in financing activities
−Removed: during the nine months ended September 30, 2024 and 2023.
−Removed: Going Concern
−Removed: The accompanying financial statements have been prepared
−Removed: assuming that the Company will continue as a going concern.
−Removed: As shown in the accompanying financial statements, we have incurred net losses
−Removed: of $31,189 and $31,419 for the nine months ended September 30, 2024 and 2023, respectively, and have a working capital deficit of $182,433
−Removed: as of September 30, 2024, in addition to a stockholders’ deficit of $182,433 which raise substantial doubt about the Company’s
−Removed: ability to continue as a going concern.
−Removed: Management believes the Company will continue to incur
−Removed: losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing
−Removed: to sustain its operations until it can achieve profitability and positive cash flows, if ever.
−Removed: Management plans to seek additional debt
−Removed: and/or equity financing for the Company but cannot assure that such financing will be available on acceptable terms.
−Removed: The Company’s continuation as a going concern
−Removed: is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain
−Removed: additional financing as may be required.
−Removed: Our auditors have included a “going concern” qualification in their Report of Independent
−Removed: Certified Public Accountants accompanying our audited financial statements appearing elsewhere herein which cites substantial doubt about
−Removed: our ability to continue as a going concern.
−Removed: Such a “going concern” qualification may make it more difficult for us to raise
−Removed: funds when needed.
+Added: These factors
+Added: raise substantial doubt about the ability of the Company to continue as a going concern.
+Added: the three months ended March 31, 2025, net cash used in operating activities was $13,234.
+Added: This was primarily due to the net income of
+Added: $37,357, adjusted by non-cash related expenses including depreciation of $335, and then decreased by unfavorable changes in working capital
+Added: The unfavorable changes in working capital mainly resulted from an increase in accounts receivable of $45,850, an increase
+Added: in inventory of $4,681, and an increase in prepaid expense and other receivable of $37,912, offset by an increase in accounts payable
+Added: and accrued liabilities of $35,056, and an increase in due to related party of $2,461.
+Added: the three months ended March 31, 2024, net cash used in operating activities was $39,010.
+Added: This was primarily due to the net loss of $46,554,
+Added: adjusted by non-cash related expenses including depreciation of $339, and then increased by favorable changes in working capital of $7,205.
+Added: The favorable changes in working capital mainly resulted from an increase in due to related party of $16,125, and an increase in accounts
+Added: payable and accrued liabilities of $1,491, offset by an increase in prepaid expense and other receivable of $10,412.
+Added: neither generated nor used cash in investing activities during the three months ended March 31, 2025 and 2024.
+Added: neither generated nor used cash in financing activities during the three months ended March 31, 2025.
+Added: For the three months ended March
+Added: 31, 2024, net cash provided by financing activities were proceeds from capital contribution received by Chinese VIEs of $48,689.
+Added: accompanying financial statements have been prepared assuming that the Company will continue as a going concern.
+Added: As shown in the accompanying
+Added: financial statements, we had a net income of $37,357 and incurred a net losses of $46,554 for the three months ended March 31, 2025 and
+Added: 2024, respectively, and had a working capital deficit of $168,763 as of March 31, 2025, in addition to a stockholders’ deficit
+Added: of $130,826 which raise substantial doubt about the Company’s ability to continue as a going concern.
+Added: believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will
+Added: need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever.
+Added: Management plans to seek additional debt and/or equity financing for the Company but cannot assure that such financing will be available
+Added: on acceptable terms.
+Added: Company’s continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient
+Added: cash flow to meet its obligations, and obtain additional financing as may be required.
+Added: Our auditors have included a “going concern”
+Added: qualification in their Report of Independent Certified Public Accountants accompanying our audited financial statements appearing elsewhere
+Added: which cites substantial doubt about our ability to continue as a going concern.
+Added: Such a “going concern” qualification may
+Added: make it more difficult for us to raise funds when needed.
The outcome of this uncertainty cannot be assured.
−Removed: The accompanying financial statements do not include
−Removed: any adjustments that might result from the outcome of this uncertainty.
−Removed: There can be no assurance that management will be successful in
−Removed: implementing its business plan or that the successful implementation of such business plan will actually improve our operating results.
−Removed: Off Balance Sheet Arrangements
−Removed: We have not entered into any off-balance sheet arrangements
−Removed: that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues
−Removed: or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
−Removed: We do not believe that inflation has had in the past
−Removed: or will have in the future any significant negative impact on our operations.
−Removed: Quantitative and Qualitative Disclosures
−Removed: About Market Risk.
−Removed: As a “smaller reporting company” as defined
−Removed: by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
+Added: accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
+Added: no assurance that management will be successful in implementing its business plan or that the successful implementation of such business
+Added: plan will actually improve our operating results.
+Added: Balance Sheet Arrangements
+Added: have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our
+Added: financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or
+Added: capital resources and would be considered material to investors.
+Added: do not believe that inflation has had in the past or will have in the future any significant negative impact on our operations.
+Added: Quantitative and Qualitative Disclosures About Market Risk.
+Added: a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information
+Added: required by this Item.
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.