UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 000-~~27873~~56252

HONG YUAN HOLDING GROUP

(Exact name of registrant as specified in its charter)

Nevada		91-2154289
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or organization)		Identification No.)

~~Room 2707~~No. 3, ~~Global~~21st ~~Mansion~~Floor, ~~Zhengbian~~Building ~~Road~~1, ~~Jinhui~~No. 176, ~~District~~Jiqing 1st Road,

~~Zhengzhou~~Chengdu ~~City,~~High-tech ~~Henan Province~~Zone, China ~~450000~~(Sichuan) Pilot Free Trade Zone, 610094

(Address of principal executive offices)

+~~861~~86- ~~8999250338~~19382185278

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(g) of ~~The~~the Act: Common Stock, $0.001 Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such a shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒☐ No ☐☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large, accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

IfIndicate by ~~securities~~check ~~are~~mark ~~registered~~whether ~~pursuant~~the registrant has filed a report on and attestation to ~~Section~~its ~~12(b)~~management’s assessment of the ~~Act,~~effectiveness of ~~indicate~~its byinternal ~~check~~control ~~mark~~over ~~whether~~financial ~~the~~reporting ~~financial~~under ~~statements~~Section 404(b) of the ~~registrant included~~Sarbanes-Oxley inAct ~~the~~(15 ~~filing~~U.S.C. ~~reflect~~7262(b)) by the ~~correction~~registered public ofaccounting anfirm ~~error~~that toprepared ~~previously~~or issued ~~financial~~its ~~statements~~audit report. Yes ☐ No ☒

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

~~Indicate~~The aggregate market value of the voting and non-voting common equity held by ~~check~~non-affiliates ~~mark~~computed ~~whether~~by reference to the ~~registrant~~price isat awhich the ~~shell~~common ~~company~~equity (was last sold, or the average bid and asked price of such common equity, as ~~defined~~of inthe ~~Rule~~last ~~12b-2~~business day of the ~~Act).~~registrant’s most ~~Yes~~recently ☒completed Nofiscal ☐quarter was approximately $11,407.

AsThere ofwere ~~June 30~~74, ~~2023, the aggregate market value of our common stock held by non-affiliates was $1,330,601, based on 24,~~640,766 shares of ~~outstanding~~ common stock ~~held~~outstanding byas ~~non-affiliates, and a price~~ of ~~$0.054~~June ~~per~~24, ~~share~~2025.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the registrant’s common stock as of March 24, 2024 was 74,640,766.

HONG YUAN HOLDING GROUP

		Page No.
PART I
Item 1	Business	4
Item 1A	Risk Factors	87
Item 1B	Unresolved Staff Comments	87
Item 2	Properties	97
Item 3	Legal Proceedings	97
Item 4	Mine Safety Disclosures	97
Part II
Item 5	Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities	97
Item 6	Selected Financial Data	108
Item 7	Management’s Discussion And Analysis Of Financial Condition And Results Of Operations	108
Item 7A	Quantitative And Qualitative Disclosures About Market Risk	1311
Item 8	Financial Statements And Supplementary Data	1311
Item 9	Changes In And Disagreements With Accountants On Accounting And Financial Disclosure	1311
Item 9A	Controls And Procedures	1311
Item 9B	Other Information	1412
Part III
Item 10	Directors And Executive Officers And Corporate Governance	1412
Item 11	Executive Compensation	1513
Item 12	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters	1613
Item 13	Certain Relationships And Related Transactions, And Director Independence	1714
Item 14	Principal Accountant Fees And Services	1715
Part IV
Item 15	Exhibits And Financial Statement Schedules	1816
Signatures		1917

In this annual report, the words “we,” “us,” “our,” and the “Company” refer to Hong Yuan Holding Group.

FORWARD LOOKING STATEMENTS

When used in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, and that actual results may differ materially from those included within the forward-looking statements as a result of various factors.

Statements made in this Form 10-K that are not historical, or current facts are “forward-looking statements” made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent our best judgment as to what may occur in the future. These forward-looking statements include our plans and objectives for our future growth, including plans and ~~objectives~~goals related to the consummation of acquisitions and ~~future~~ future private and public issuances of our equity and debt securities. The forward-looking statements included herein are based on current ~~expectations~~ expectations that involve numerous risks and uncertainties. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that the assumptions underlying the forward-looking ~~statements~~ statements are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking ~~statements~~ statements included in this Form 10-K will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking ~~statements~~ statements included herein, you should not regard the inclusion of such information as our representation or the representation of any other person that we will achieve our objectives and plans. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

PART I

Item 1

Business.

Our Company

Hong Yuan Holding Group (“We”, ~~formerly~~“the ~~Cereplast~~Company”, ~~Inc.~~“Hong Yuan”, aUs” ~~Nevada~~or ~~corporation (~~“~~Hong Yuan~~Our”) was incorporated on September 29, 2001, in the ~~“Company~~State of Nevada under the name of Biocorp North America Inc. On March 18, ~~“we”~~2005, ~~“us”~~we filed an amendment to orour “certificate of incorporation to change our”) name to Cereplast, The Company is a ~~public~~development-stage ~~shell~~enterprise ~~company~~devoting ~~seeking~~substantial efforts to ~~create~~establishing ~~value~~a ~~for~~new ~~its~~business, ~~shareholders~~financial byplanning, ~~merging~~raising ~~with~~capital, ~~another~~and ~~entity~~researching ~~with~~products ~~experienced~~that may become part of the Company’s ~~management~~product ~~and~~portfolio. ~~opportunities~~The ~~for~~Company ~~growth~~has not realized significant sales since inception. A development stage company is defined as one in ~~return~~which all ~~for~~efforts ~~shares~~are ofdevoted ~~our~~substantially ~~common~~to ~~stock~~establishing a new business and, even if planned principal operations have commenced, revenues are insignificant.

The Company is planning potential acquisitions. The management has approached several companies in China and met the management of potential acquisition targets. The Company feels strongly that despite the challenges of cross border business, it might be able to acquire some good growth companies and bring good values to our stockholders. Although the Company is making some progress in the Merger and Acquisition efforts, any potential results, if any, are still not certain.History

WeOn doFebruary ~~not~~10, ~~propose~~2014, tothe ~~restrict~~Company ~~our~~filed ~~search~~a voluntary petition for arelief ~~business~~under ~~opportunity~~Chapter to11 ~~any~~of ~~particular~~Title ~~industry~~11 orof ~~geographical~~the ~~area~~United ~~and~~States ~~may,~~Bankruptcy ~~therefore,~~Code ~~engage~~ in ~~essentially~~the ~~any~~United ~~business~~States inBankruptcy ~~any~~Court ~~industry~~for the Southern District of Indiana (the “Bankruptcy Court “). WeOn ~~have~~February ~~unrestricted~~14, ~~discretion~~2014, the Company filed a motion in the Bankruptcy Court seeking ~~and~~to ~~participating~~convert inthe Company’s Chapter 11 Case to a ~~business~~Chapter ~~opportunity,~~7 bankruptcy case. ~~subject~~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 ~~availability~~Company adopted a liquidation basis of ~~such~~accounting ~~opportunities~~for its discontinued operations, ~~economic~~in ~~conditions~~accordance with ASC 205-30, ~~and~~“Presentation ~~other~~of ~~factors~~Financial Statements – Liquidation Basis of Accounting.” Consequently, the accumulated deficit generated prior to the bankruptcy proceedings remained unadjusted.

~~The~~On ~~selection~~January of31, a2014, ~~business~~the ~~opportunity~~Board inof ~~which~~Directors toof ~~participate is complex and risky. Additionally~~Cereplast, ~~we have only limited resources and may find it difficult to locate good opportunities~~Inc. ~~There~~(the ~~can~~“Company”) beapproved noa ~~assurance~~1-for-50 ~~that~~reverse wesplit ~~will~~(the ~~be able to identify and acquire any business opportunity~~“Reverse Split) which ~~will~~the ~~ultimately~~shareholders ~~prove~~previously toapproved beon ~~beneficial~~April to5, us2013, and ~~our~~previously ~~shareholders.~~disclosed Weon ~~will~~Current ~~select~~Report ~~any~~Form ~~potential~~8-K ~~business~~filed ~~opportunity based~~ on ~~our~~April ~~management’s~~5, ~~best business judgment~~2013.

~~Our~~On ~~activities~~February ~~are~~3, ~~subject~~2014, ~~to several significant risks~~Cereplast, ~~which~~Inc. ~~arise~~(the ~~primarily~~“Company”) asfiled a ~~result~~Certificate of ~~the~~Amendment ~~fact~~to ~~that~~its weArticles ~~have~~of noIncorporation ~~specific~~to ~~business,~~effect ~~and~~the ~~may~~reverse ~~acquire~~split ~~or participate in a business opportunity based on~~ (the ~~decision~~“Reverse ~~of management~~Split”), ~~which~~effective ~~potentially could act without the consent, vote, or approval of our shareholders. The risks faced by us are further increased~~ as ~~a result~~ of ~~its~~February ~~lack~~21, ~~of resources and our inability to provide a prospective business opportunity with significant capital~~2014.

~~Our~~On ~~History~~March 22, 2019, the Eighth Judicial District Court of Nevada appointed Custodian Ventures, LLC, as custodian for Cereplast, Inc., after proper notice had been given to the officers and directors of Cereplast, Inc. There was no opposition.

~~Organization~~On ~~and~~June ~~Corporate~~04, ~~History~~2019, the Company filed a certificate of revival with the state of Nevada, appointing David Lazar as President, Secretary, Treasurer, and Director.

~~The~~On ~~Company~~October ~~was~~4, ~~incorporated~~2019, in the ~~state~~Company issued 50,000,000 shares of ~~Nevada~~common onstock ~~September~~to 14Custodian Ventures, ~~2001~~LLC ~~under~~at ~~the~~par ~~name~~for ~~Biocorp~~shares ~~North~~valued ~~America~~at $50,000 in ~~Inc.~~exchange Onfor ~~July~~settlement ~~19,~~of ~~2004~~a portion of a related party loan for amounts advanced to the Company ~~changed~~for ~~its~~$20,100, ~~name~~and a note receivable due to ~~Nat-UR,~~the ~~Inc~~Company for $29,900. ~~and~~The onnote ~~March~~bears ~~18,~~an ~~2005~~interest itof ~~changed~~3% ~~its~~and ~~name~~matures ~~again~~in to180 ~~Cereplast,~~days ~~Inc~~following written demand by the holder.

WeOn ~~developed~~April ~~and tried to commercializing proprietary bio-based resins through two complementary product families: Cereplast Compostables resins which are compostable~~14, ~~renewable~~2020, ~~ecologically~~Custodian ~~sound~~Ventures ~~substitutes~~elected ~~for~~to ~~petroleum-based~~convert ~~plastics, and Cereplast Sustainables resins (including~~ the ~~Cereplast~~total ~~Hybrid~~amount ~~Resins product line), which replaces up to 90%~~ of the ~~petroleum-based~~510 ~~content~~shares of ~~traditional~~Series ~~plastics with~~A ~~materials~~preferred ~~from~~stock ~~renewable~~into ~~resources.~~510 ~~In the summer~~ shares of ~~2014,~~common ~~the Company ceased all operations and since that time has been inactive~~stock.

On ~~May~~April 715, ~~2014~~2020, wethe ~~voluntarily~~Board ~~converted~~of ~~our~~directors ~~Chapter~~of 11the ~~filing~~Company toapproved athe ~~Chapter~~withdrawal 7of ~~filing in~~ the ~~U.S.~~certificate ~~Bankruptcy~~of ~~Court~~designation ~~for~~of ~~the~~5,000,000 ~~Southern~~shares ~~District~~ of Series ~~Indiana.~~A WePreferred ~~ceased~~stock ~~all~~filed ~~business~~with ~~activities~~the inNevada ~~August~~Secretary ~~2014.~~of OnState ~~May~~on 10August 24, ~~2019~~2012, ~~the~~as ~~Trustees’~~amended ~~Final~~by ~~Account,~~ the ~~Certification~~Amendment to Certificate of Designation ~~Full~~after ~~Administration~~issuance ~~and~~of ~~Application~~Class ~~for~~or ~~Discharge~~Series ~~was~~ filed ~~and~~with ~~accepted by~~ the ~~Court.~~Nevada ~~All~~Secretary ~~debts~~of ~~and~~State ~~liabilities~~on ~~were~~April ~~paid or discharged. On May 11~~13, ~~2019, the Bankruptcy Case was closed~~2020.

On ~~March~~May 221, ~~2019~~2020, the ~~eight~~Company ~~judicial~~created ~~District~~5,000,000 ~~Court~~shares of ~~Nevada~~Series ~~appointed~~A-1 ~~Custodian~~Preferred ~~Ventures,~~Stock ~~LLC~~with asa ~~custodian~~par ~~for~~value ~~Cereplast,~~of ~~Inc~~$0.001. On May 4, ~~proper notice~~2020, ~~having~~the ~~been~~Company issued ~~given~~5,000,000 toshares of the ~~officers~~Series ~~and~~A-1 ~~directors~~Preferred ofstock, ~~Cereplast~~valued at $5,000, ~~Inc.~~to ~~There~~Custodian ~~was~~Ventures noLLC ~~opposition~~as repayment for funds loaned to the Company.

A change of control of the Company was completed on November 3, 2020, when control was acquired through the sale of 50,000,000 common shares and 5,000,000 in Series A-1 Preferred Shares from Custodian Ventures, LLC to Xudong Li. After November 3, 2020, the Company’s operations were determined and structured by the new major shareholder.

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

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.

OnAlso ~~June~~on 04October 1, ~~2019~~2024, ~~the~~Hongyuan ~~Company~~HK ~~filed~~entered into a ~~certificate~~series of ~~revival~~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 ~~state~~“Transaction”). Fengcuiyuan is a corporation formed under the laws of ~~Nevada~~the PRC on September 3, ~~appointing~~2021, ~~David~~in ~~Lazar~~which asXudong Li (the majority shareholder of the Company) controls 95% of its equity interest. Fengcuiyuan owns 98% of Rongcheng (Sichuan) Supply Chain Management Co., ~~President~~Ltd (“Rongcheng”), a ~~Secretary~~corporation formed under the laws of the PRC located in Chengdu, Sichuan, China, incorporated on April 17, 2024. On November 12, 2024, ~~Treasurer~~Chongqing ~~and~~Xuchang ~~Director~~Qingrong Trading Co., Ltd. (“Xuchang”) located in Chongqing, Sichuan, China, was formed as a 55% subsidiary of Rongcheng.

AAccording ~~change~~to ofthe Agreements, Hongyuan HK assumed financial and operating control of ~~the~~Fengcuiyuan. ~~Company~~As ~~was~~a ~~completed~~result, onHongyuan ~~November~~HK 3,has ~~2020,~~been ~~Pursuant~~determined to have a ~~Stock~~controlling ~~Purchase~~financial ~~Agreement~~interest ~~dated~~in ~~October 22~~Fengcuiyuan, ~~2020~~requiring ~~control was~~Hongyuan ~~obtained~~HK byto consolidate the ~~sale~~financial statements of ~~50,000,000~~Fengcuiyuan ~~common~~and its ~~shares~~subsidiaries, and 5ultimately consolidate with its parent company,~~000,000~~ ~~Series~~Hong ~~A-1~~Yuan. ~~Preferred~~The ~~Shares~~Transaction ~~from~~was ~~Custodian~~accounted ~~Ventures,~~for ~~LLC~~as toa ~~Xudong~~reorganization Liof entities under common control. ~~After~~As ~~November~~the 3,combining ~~2020~~entities have been under common control since September 2021, the consolidated financial statements of the Company’s ~~operations~~recognized ~~are~~the ~~determined~~assets and ~~structured~~liabilities byreceived in the ~~new~~reorganization ~~major~~at ~~shareholder~~their historical carrying amounts, as reflected in the historical financial statements of each entity.

~~General~~ Business ~~Plan~~

~~Our~~The ~~business~~Company, ~~plan~~through toits ~~seek~~subsidiary aand ~~merger~~the ~~has~~Agreements ~~many~~with ~~uncertainties~~Fengcuiyuan, ~~which~~focuses ~~pose~~on ~~risks~~supply tochain ~~investors~~management services, primarily engaged in the wholesale and internet sales of fast-moving consumer goods, including food, daily necessities, and electronic products, across various fields such as pre-packaged food, agricultural by-products, and household goods.

WeSupply ~~intend~~chain tocompanies ~~seek,~~help ~~investigate~~optimize ~~and,~~all ifthe ~~such~~activities ~~investigation~~involved ~~warrants, acquire an interest~~ in ~~business~~procuring ~~opportunities~~raw ~~presented~~materials toand ustransforming bythem ~~persons or~~into ~~firms~~products, ~~which~~as ~~desire~~well ~~to seek the advantages of an issuer who has complied with the Securities Act of 1934 (the “1934 Act”).~~as Wemanaging ~~will~~logistics, ~~not restrict our search to any specific business~~storage, ~~industry or geographical location~~sales, and weshipping ~~may~~those ~~participate~~products into ~~business~~consumers, ~~ventures of~~all ~~virtually any nature. This discussion~~ of ~~our~~which ~~proposed business~~ is ~~purposefully~~done ~~general~~using ~~and~~technology issuch ~~not~~as ~~meant to be restrictive of our unlimited~~artificial discretion to search for and enter into potential business opportunities. We anticipate that we may be able to participate in only one potential business venture because of our lack of financial resources. We may seek a business opportunity with entities which have recently commenced operationsintelligence, ~~or that desire to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets~~IoT, ~~to develop a new product or service~~blockchain, ~~or for other corporate purposes. All of these activities have risk to investors including dilution~~ and ~~management~~robots.

WeWhat ~~expect~~is ~~that~~ the ~~selection~~supply of a business opportunity will be complex. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, we believe that there are numerous firms seeking the benefits of an issuer who has complied with the 1934 Act. Such benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes) for all stockholders and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We have, and will continue to have, essentially no assets to provide the owners of business opportunities. However, we will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in an issuer who has complied with the 1934 Act without incurring the cost and time required to conduct an initial public offering.chain?

The ~~analysis~~supply ofchain ~~new~~is ~~business~~a ~~opportunities~~series ~~will be undertaken by, or under the supervision~~ of, ~~our~~interconnected ~~Board~~steps ofand ~~Directors.~~processes Wethat ~~intend~~a toproduct ~~concentrate on~~undergoes ~~identifying preliminary prospective business opportunities which may be brought~~ to ~~our~~reach ~~attention~~a ~~through present associations of our director~~consumer, ~~professional~~from ~~advisors~~its orcreation byto ~~our stockholders~~its delivery. InIt ~~analyzing~~often ~~prospective~~entails ~~business~~a ~~opportunities,~~network ~~we will consider such matters as (i) available technical, financial and managerial resources; (ii) working capital and other financial requirements; (iii) history~~ of ~~operations,~~companies ~~if any,~~ and ~~prospects~~people for the future; (iv) nature of present and expected competition; (v) quality, experience and depth of management services; (vi) potential for further research, development or exploration; (vii) specific risk factors not now foreseeable but that ~~may~~are beinvolved ~~anticipated~~in toobtaining ~~impact~~ the ~~proposed~~raw ~~activities~~materials of the ~~company;~~product, ~~(viii) potential for growth or expansion; (ix) potential~~making ~~for profit; (x) public recognition~~ and ~~acceptance~~storing ~~of products, services or trades; (xi) name identification; and (xii) other factors that we consider relevant. As part of our investigation of~~ the ~~business~~product ~~opportunity, we expect to meet personally with management~~ and ~~key~~ ~~personnel.~~then Toselling ~~the extent possible, we intend to utilize written reports~~ and ~~personal~~distributing ~~investigation to evaluate~~ the ~~above factors~~product.

WeWhat ~~will~~is ~~not acquire or merge with any company for which audited financial statements cannot be obtained within~~ a ~~reasonable~~supply ~~period~~chain ~~of time after closing of the proposed transaction.~~company?

~~Acquisition~~A ~~Interest~~supply chain company specializes in helping other companies manage and optimize their supply chain operations, providing a range of services to improve their efficiency, cost-effectiveness, and productivity. These include inventory management, freight transportation, warehousing, and more.

InWhat implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another company or entity. We may also acquire stock or assets of an existing business. Upon consummation of a transaction, it is ~~probable~~supply ~~that~~chain ~~our present~~ management and stockholders will no longer be in control of us. In addition, our directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders, or sell his stock in us. Any such sale will only be made in compliance with the securities laws of the United States and any applicable state.?

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

We develop and operate offline brand-authorized stores, primarily selling a range of Baijiu products at various price points, along with classic red wine brands, renowned cigarettes and teas, local specialties, beverages, and mid-to-high-end gifts. At the same time, goods are also provided to cooperative e-commerce platforms.

Before December 31, 2024, the primary focus will be on distributing products of well-known brands. After the successful registration of our own brand in March 2025, we have established contract manufacturing cooperation with well-known liquor manufacturers and are currently in production.

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

Currently, the stores in Chongqing and Jiangyou are operational, while the Leshan store is in the process of selecting a site and undergoing decoration. （Before December 31, 2024, the store will be invested in and hold a 55% stake by Rongcheng (Sichuan) Supply Chain Management Co., LTD. In June 2025, we changed our business model. We still fund the opening of stores, but we no longer hold shares in the stores. The investment funds for the stores will be recovered as loans in the future from the stores’ profits.

Customer acquisition is a part of our business model. We provide funds to invest in the establishment of stores and are responsible for their operation. Regional service partners are responsible for finding store partners and store members. During the operation of the store, we help service partners attract consumers and develop them into loyal members by sharing stock growth dividends, quality commitments, price commitments, and after-sales commitments, among other benefits. This enables us to gather the basic purchasing needs of members within the store.

Supply Chain Management Co., Ltd. is 98% controlled by Fengcui Yuanchang Technology Development Co., LTD. Fengcui Yuanchang Technology Development Co., Ltd. is 100% controlled by Hongyuan HK, and Hongyuan HK is 100% owned by the HGYN.Changshunyuan E-commerce (Sichuan) Co., Ltd. is a client of Rongcheng (Sichuan) Supply Chain Management Co., Ltd.

It is anticipated that any securities issued in any such reorganization would be issued in reliance upon exemption from registration under application federal and state securities laws. In some circumstances, as a negotiated element of the transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after it has successfully consummated a merger or acquisition and is no longer considered an inactive company.Products

The ~~issuance~~mid-to-low-end ofwhite ~~substantial~~and ~~additional~~red ~~securities~~wines ~~and~~that ~~their~~are ~~potential~~popular ~~sale~~on ~~into~~the ~~any~~market ~~trading~~from ~~market~~major ~~which~~brands, ~~may~~will ~~develop~~gradually inintroduce ~~our~~new ~~securities~~product ~~may~~categories ~~have~~in athe ~~depressive~~future, ~~effect~~such onas ~~the~~tea, ~~value~~beverages, ofrice, ~~our~~cooking ~~securities~~oil inetc, ~~the~~which ~~future~~are closely related to People’s Daily lives. ~~There~~Chinese isliquor and nowine ~~assurance~~partner ~~that~~brands: ~~such~~Moutai, aWuliangye, ~~trading~~Luzhou ~~market~~Laojiao, ~~will~~Jiannanchun, ~~develop~~Shede, Xijiu, Langjiu, Jinsha, Jingjiu, Fenjiu, Shixian Taibai, Jiang Xiaobai, Great Wall, Tredo, Ailisong, Claire Valley.....

~~While~~Tea ~~the~~and ~~actual~~beverages: ~~terms~~The ofstrategic acooperation ~~transaction~~brands ~~cannot~~are beZhongcha ~~predicted,~~and itNongfu isSpring. ~~expected~~We ~~that~~have ~~the~~carefully ~~parties~~selected toover ~~any~~ten ~~business~~premium ~~transaction~~tea ~~will find it desirable~~varieties tosuch ~~avoid~~as ~~the~~Zhongcha ~~creation~~Dianhong ofSpecial aGrade, ~~taxable~~Zhongcha ~~event~~Zijuan, ~~and~~Zhongcha ~~thereby~~Qianli ~~structure~~Jiangshan, ~~the~~Zhongcha ~~business~~Dashu ~~transaction~~Jinzhen, inZhongcha aAmber ~~so-called~~Golden ~~“tax-free” reorganization~~Bud, ~~under~~Zhongcha ~~Sections~~Lianhua ~~368(a)(1)~~Feng orDa ~~351~~Hong ofPao, ~~the~~Zhongcha ~~Internal~~Matouyan ~~Revenue Code (the “Code”). In order to obtain tax-free treatment under the Code~~Cinnamon, itZhongcha ~~may~~Zhangtangjian beOld ~~necessary~~Fir ~~for the owner of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event~~Narcissus, ~~our~~Zhongcha ~~stockholders~~Xixiangying ~~would~~White ~~retain less than 20% of the issued~~ Tea, and ~~outstanding~~Zhongcha ~~shares~~Jinhua ofXiangyuan, ~~the~~as ~~surviving~~well ~~entity.~~as ~~This~~over ~~would~~ten ~~result~~best-selling ~~in significant~~beverages ~~dilution~~under inNongfu ~~the~~Spring ~~equity of our stockholders~~brand.

~~As part of our investigation~~Cigarettes, ~~we expect to meet personally with management and key personnel, visit and inspect material facilities, obtain~~ ~~independent~~local ~~analysis~~specialties ~~of verification of certain information provided, check references of management~~ and ~~key~~seasonal ~~personnel~~products, ~~and~~Northeast take other reasonable investigative measures, to the extent of our limited financial resources and management expertise. The manner in which we participate in an opportunity will depend on the nature of the opportunity, the respective needs and desires of both parties, and the management of the opportunity.rice

~~With~~Mid-to-high-end ~~respect~~gifts: toDozens ~~any~~of ~~merger~~world-renowned orcosmetic ~~acquisition,~~brands ~~and~~such ~~depending~~as ~~upon~~Chanel, ~~among~~Lancome, ~~other~~La ~~things~~Mer, ~~the target company’s assets and liabilities~~SK-II, our stockholders will in all likelihood hold a substantially lesser percentage ownership interest in us following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event we acquire a target company with assets and expectations of growth. Any merger or acquisition can be expected to have a significant dilutive effect on the percentage of shares held by our stockholders.etc

WeFirst- ~~will~~and ~~participate~~second-tier inbrands: aThe ~~business~~company ~~opportunity~~has ~~only after~~ the ~~negotiation~~resources ~~and~~to ~~execution~~cooperate ofwith ~~appropriate~~manufacturers ~~written~~or ~~business~~first-level ~~agreements.~~distributors ~~Although the terms~~ of ~~such~~first- ~~agreements~~and ~~cannot be predicted~~second-tier brands, ~~generally~~effectively wereducing ~~anticipate that such agreements will (i) require specific representations and warranties by all of~~ the ~~parties;~~costs ~~(ii) specify certain events~~ of ~~default;~~intermediate ~~(iii)~~links ~~detail the terms of closing~~ and ~~the~~building ~~conditions~~a ~~which must~~solid beprofit ~~satisfied~~foundation ~~by each of the parties prior to~~ and ~~after~~price ~~such~~competitiveness ~~closing;~~for ~~(iv) outline~~ the ~~manner of bearing costs, including costs associated~~ ~~with~~business ~~the Company’s attorneys and accountants; (v) set forth remedies on defaults; and (vi) include miscellaneous other terms~~model.

AsThird-tier ~~stated~~brands: ~~above,~~Integrate weupstream ~~will~~resources ~~not~~and ~~acquire~~directly orestablish ~~merge~~direct ~~with~~procurement ~~any~~methods ~~entity~~with ~~which~~manufacturers ~~cannot provide independent audited financial statements within a reasonable period~~ of ~~time~~third-tier ~~after closing of the proposed transaction~~brands. If such audited financial statements are not available at closing, or within time parameters necessary to insure our compliance within the requirements of the 1934 Act, or if the audited financial statements provided do not conform to the representations made by that business to be acquired, the definitive closing documents will provide that the proposed transaction will be voidable, at the discretion of our present management. If such transaction is voided, the definitive closing documents will also contain a provision providing for reimbursement for our costs associated with the proposed transaction.

Private Label: Based on market orientation, selecting high-quality factories with excellent business reputation and a complete quality assurance system, establishing strategic OEM partnerships, and carrying out contract manufacturing.

Main sales channels

1. Partners and Members: The company mainly sells to members and partners through store service providers

By offering high-quality, reasonably priced products with good services, we attract and convert a large number of partners and members to join. Through a value-sharing plan, our user stickiness is strong, and the customer life value is higher than that of similar competitors in the market.

By adhering to the zero-cost and worry-free return and exchange policy, we maximize the protection of consumers’ rights and interests, significantly enhancing their satisfaction and willingness to repurchase.

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

Analysis of the Current Alcoholic Market and Competition

Channel Transformation and Price System Impact

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

First - and second- tier brands are facing price shocks through online channels. The main reason is that e-commerce platforms (such as Tmall and JD.com) and chain systems, leveraging their advantages in establishing a comprehensive supply chain system on a large scale, offer low-price promotions to famous first- and second-tier wines.

2. Data from 2025 shows that the online sales of alcoholic beverages have exceeded 30-billion-yuan, accounting for 29% of the total industry scale. The annual growth rate of GMV in live-streaming sales has reached 137%, putting pressure on the prices of traditional distribution systems and compressing the profit margins of traditional distribution levels.

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

Small and medium-sized brands generally rely too heavily on live-stream sales (accounting for over 30%) and private domain sales, with fragmented pricing strategies. This has led to a loss of pricing power in terminal stores, making it difficult to maintain consumer loyalty. For instance, the online sales growth rate of regional liquor enterprises has reached 2.3 times that of national brands, but they lack a unified price control mechanism, making it difficult for terminal stores to stabilize their customer base.

Consumption Upgrade and Evolution of Brand Landscape

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

The upgrading of consumption has highlighted the Matthew effect in the industry: In 2024, the profit share of CR6 liquor enterprises (such as Moutai and Wuliangye) reached 86%, a 31% increase compared to ten years ago. The market share of small and medium-sized brands has shrunk to less than 15%.

2. Consumers’ demand for brand endorsement has intensified. Leading brands build barriers through quality and cultural ips (for instance, the premium of Moutai’s zodiac wine exceeds 50%). At the same time, small and medium-sized liquor enterprises compete in a differentiated way by relying on the differentiation of aroma types and cost performance (the market size of plain bottle liquor has exceeded 150 billion yuan).

~~The~~Terminal ~~Company~~Ecosystem: isSurvival aPressure ~~Blank~~and ~~Check~~Transformation ~~Company~~Challenges

~~At present, the Company is a development stage company with minimal assets and no specific business plan or purpose~~1. The ~~Company’s business~~continuous ~~plan~~increase ~~is to seek new business opportunities or to engage~~ in acosts ~~merger or acquisition with an unidentified company. As a result, the Company is a “blank check company”~~ and, ~~as a result, any offerings of~~ the ~~Company’s~~lack ~~securities under the Securities Act~~ of ~~1933,~~specialization ashave ~~amended~~accelerated (the ~~“Securities~~bankruptcy ~~Act”) must comply with Rule 419 promulgated by the Securities~~ and ~~Exchange~~closure ~~Commission (the~~of ~~“SEC”) under the Act~~stores. ~~The~~Individual ~~Company’s Common Stock is a “penny stock,” as defined in Rule 3a51~~brick-~~1 promulgated by the SEC under the Securities Exchange Act. The Penny Stock rules require a broker~~and-~~dealer, prior to a transaction in penny stock not~~mortar ~~otherwise~~stores ~~exempt~~are ~~from~~facing ~~the~~dual ~~rules, to deliver a standardized risk disclosure document that provides information about Penny Stocks and the nature and level of risks in the penny stock market.~~pressures:

~~The~~Labor ~~broker-dealer~~costs ~~also~~are ~~must~~on ~~provide~~ the ~~customer~~rise: ~~with~~By ~~current bid and offer quotations for the penny stock~~2025, the ~~compensation~~average ofannual ~~the~~increase ~~broker-dealer and its salesperson~~ in ~~the~~labor ~~transaction,~~costs ~~and monthly account statements showing the market value of each Penny Stock held~~ in the ~~customer’s account.~~service ~~Also,~~sector ~~the Penny Stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the Penny Stock~~ is ~~suitable~~projected ~~for the purchaser and receive the purchaser’s written agreement~~ to ~~the~~be ~~transaction~~12%. ~~These~~ ~~disclosure~~Coupled ~~rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject~~with to the ~~Penny~~rent ~~Stock~~increase, ~~rules. So long as~~ the ~~common~~gross ~~stock~~profit margin of ~~the~~individual ~~Company~~stores is ~~subject~~compressed to ~~the Penny Stock rules, it may be more difficult to sell the Company’s common stock~~15%-20%.

We2. ~~are~~Backward abusiness ~~“Shell~~model: ~~Company,”~~Over as70% ~~defined~~of inindividual ~~Rule~~stores ~~405~~are ~~promulgated~~family-run, bylacking ~~the~~digital ~~SEC~~tools ~~under~~and ~~the~~professional ~~Securities~~product ~~Act.~~selection ~~A Shell Company is one that~~capabilities, ~~has no or nominal operations~~ and ~~either:~~their ~~(i)~~survival nospace oris ~~nominal~~continuously ~~assets;~~narrowing. orBy ~~(ii)~~2025, ~~assets~~approximately ~~consisting~~50.9% ~~primarily~~ of ~~cash~~alcohol orretailers ~~cash~~experienced ~~equivalents. As~~ a ~~Shell~~decline ~~Company, we are restricted~~ in ~~our~~sales, forcing ~~use~~them ofto ~~Registrations~~transform ontheir ~~Form~~channels ~~S-8~~towards ~~under~~a ~~the~~chain ~~Securities~~operation ~~Act; the lack of availability of the use of Rule 144 by security holders;~~ and ~~the~~O2O ~~lack of liquidity in our stock~~model.

~~Unavailability~~Industry ofVolume-Price ~~Rule~~Paradox: ~~144~~The ~~for~~Truth ~~Resale~~of Structural Growth

~~Rule~~The ~~144(i)~~alcohol ~~“Unavailability~~industry tohas ~~Securities~~entered a stage of ~~Issuers~~structural ~~With~~growth, Nopresenting ora ~~Nominal~~new ~~Operations~~normal ~~and~~of No“volume orreduction ~~Nominal~~and ~~Non-Cash~~price ~~Assets~~increase” ~~provides~~: ~~that~~high-end ~~Rule~~positioning ~~144~~and isprice ~~not~~increase ~~available~~strategies ~~for~~have ~~the~~driven ~~resale~~sales ofgrowth, ~~securities~~with ~~initially~~annual ~~issued~~sales byincreasing anat ~~issuer that is~~ a ~~Shell~~rate ~~Company. We have identified our company as a Shell Company and, therefore, the holders~~ of ~~our~~20% ~~securities may not rely on Rule 144~~ to ~~have~~30% ~~the restriction removed~~year ~~from~~by ~~their~~year. ~~securities~~In ~~without~~comparison, ~~registration~~sales orvolume ~~until~~has ~~the~~decreased ~~Company~~at ~~is no longer identified as~~ a ~~Shell~~rate ~~Company~~of ~~and~~10% ~~has~~to ~~filed~~15% ~~all requisite periodic reports under the Exchange Act for twelve (12) months~~annually.

As a result of our classification as a Shell Company, our investors are not allowed to rely on the “safe harbor” provisions of Rule 144, promulgated pursuant to the Securities Act, so as not to be considered underwriters in connection with the sale of our securities until one year from the date that we cease to be a Shell Company. This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.

Rule 419 of the Securities Act

The provisions of Rule 419 apply to registration statements filed under the Securities Act by a blank check company, such as the Company. Rule 419 requires that a blank check company filing a registration statement deposit the securities being offered and proceeds of the offering into an escrow or trust account pending the execution of an agreement for an acquisition or merger. While we are not currently registering shares for an offering, we may do so in the future.

In addition, an issuer is required to file a post-effective amendment to a registration statement upon the execution of an agreement for an acquisition or merger. The rule provides procedures for the release of the offering funds, if any, in conjunction with the post-effective acquisition or merger. The obligations to file post-effective amendments are in addition to the obligations to file Forms 8-K to report for both the entry into a material definitive (non-ordinary course of business) agreement and the completion of the transaction. Rule 419 applies to both primary and re-sale or secondary offerings.

Within five (5) days of filing a post-effective amendment setting forth the proposed terms of an acquisition, the Company must notify each investor whose shares are in escrow, if any. Each such investor then has no fewer than 20 and no greater than 45 business days to notify the Company in writing if they elect to remain an investor. A failure to reply indicates that the person has elected to not remain an investor. As all investors are allotted this second opportunity to determine to remain an investor, acquisition agreements should be conditioned upon enough funds remaining in escrow to close the transaction.

Competition

We believe we are an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

Investment Company Act 1940

Although we will be subject to regulation under the Securities Act of 1933, as amended, and the 1934 Act, we believe we will not be subject to regulation under the Investment Company Act of 1940 (the “1940 Act”) insofar as we will not be engaged in the business of investing or trading in securities. In the event we engage in business combinations that result in us holding passive investment interests in a number of entities, we could be subject to regulation under the 1940 Act. In such event, we would be required to register as an investment company and incur significant registration and compliance costs. We have obtained no formal determination from the SEC as to our status under the 1940 Act and, consequently, any violation of the 1940 Act would subject us to material adverse consequences. We believe that, currently, we are exempt under Regulation 3a-2 of the 1940 Act.

Intellectual Property

We own no intellectual property.

Employees

We ~~presently~~currently have no10 full -time employees, including one executive, ~~operational~~two in finance, orand ~~clerical~~seven ~~staff~~in operations, sales, and marketing.

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

Factors Effecting Future Performance

Rather than an operating business, our goal is to obtain debt and/or equity financing to meet our ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders.

Although there is no assurance that this series of events will be successfully completed, we believe we can successfully complete an acquisition or merger which will enable us to continue as a going concern. Any acquisition or merger will most likely be dilutive to our existing stockholders.

Item 1A.

Risk Factors

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

Item 1B.

Unresolved Staff Comments

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

8Item 1C. Cybersecurity Policy

Our management team, specifically our President and Chief Financial Officer, are responsible for the day-to-day administration of our business operations, including our risk management of cybersecurity risks. Our management is responsible for the design and implementation of policies, processes and internal controls to manage our cybersecurity risks. Our management team regularly meets with their information technology resources, including our third-party service providers, to ensure that we are appropriately positioned to manage our cybersecurity risks. Our management team also sponsors periodic cybersecurity awareness training for employees

As of the date of this Annual Report, we are not aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

No matter how well designed or implemented our internal controls are, we will not be able to anticipate all cybersecurity threats, and we may not be able to implement effective preventive or detective measures against such security breaches in a timely manner.

Item 2

Properties.

~~The~~We ~~Company~~maintain ~~has~~our noadministrative ~~properties~~offices ~~and~~in atleased ~~this~~premises ~~time~~in ~~has no agreements to acquire any properties~~Chengdu. The ~~Company~~lease ~~currently uses an office provided by Ms. Xudong, the Company’s President and CEO, at no cost to the Company. Ms. Xudong~~ has ~~agreed to continue this arrangement until the Company completes~~ an ~~acquisition~~original orterm ~~merger.~~of We2 ~~presently~~years doexpiring ~~not~~April ~~own any equipment~~24, ~~and do not intend to purchase or lease any equipment prior to or upon completion of a business combination~~2026.

Item 3

Legal Proceedings.

Neither we nor any of our officers, directors or holders of five percent or more of its common stock is a party to any pending legal proceedings and to the best of our knowledge, no such proceedings by or against us or our officers, or directors or holders of five percent or more of its common stock have been threatened or is pending against us.

Item 4

Mine Safety Disclosures.

Not applicable

PART II

Item 5 Market For Registrant’s Common Equity, Related Stockholder Matters, And Issuer Purchases Ofof Equity Securities.

Market Information

Shares of our common stock trade in the ~~pink~~Pink ~~sheets~~Sheets market, and quotations for the common stock are listed in the “Pink Sheets” ~~produced~~ produced by the OTC Markets under the symbol “HGYN”.

The following table sets forth, for the respective periods indicated, the prices of our common stock in this market as reported and summarized by the National Quotation Bureau. Such prices are based on inter-dealer bid and ~~asked~~ask prices, without markup, markdown, commissions, or or adjustments, and may not represent actual transactions.

Year ended December 31, 2022	High		Low
First Quarter	$	0.20	$	0.08
Second Quarter		0.14		0.05
Third Quarter		0.09		0.03
Fourth Quarter		0.08		0.03

Year ended December 31, 2023	High		Low
First Quarter	$	0.13	$	0.03
Second Quarter		0.15		0.03
Third Quarter		0.08		0.01
Fourth Quarter		0.04		0.01

Year ended December 31, 2024	High		Low
First Quarter	$	0.13	$	0.03
Second Quarter		0.15		0.03
Third Quarter		0.08		0.01
Fourth Quarter		0.04		0.01

Year ended December 31, 2025	High		Low
First Quarter	$	0.13	$	0.03
Second Quarter		0.003		0.002

Holders

~~There~~As ~~were~~of ~~206~~December ~~holders~~31, of2024, ~~record~~there aswere of206 ~~December~~holders ~~31,~~of ~~2023~~record; however, we ~~believe~~estimate that the number of beneficial holders of our shares of common ~~stock~~ tostock beis approximately 290. In many instances, a registered stockholder is a broker or other entity holding shares in street name for ~~one~~ one or more customers who beneficially own the shares.

Dividends

We have never paid cash dividends and have no plans to do so in the foreseeable future. Our ~~future~~board ~~dividend~~of ~~policy~~directors will bedetermine ~~determined~~our byfuture ~~our~~dividend ~~board~~policy, ofwhich ~~directors and~~ will depend ~~upon~~on aseveral ~~number of~~ factors, including our financial condition and performance, our cash needs and ~~expansion~~ expansion plans, income tax consequences, and the restrictions that applicable laws, any future preferred stock instruments, and any future credit arrangements may ~~then~~ impose.

Issuer Purchases of Equity Securities

None.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its Common Stock or Preferred Stock. The issuance of any of our Common Stock or Preferred Stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.

Recent Sales of Unregistered Equity Securities

None.

Item 6

Selected Financial Data.

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

Item 7

Management’s Discussion And Analysis Of Financial Condition And Results Of Operations.

Forward -Looking Statement Notice

This Current Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “believes,” “management believes” and similar language. Except for the historical information contained herein, the matters discussed in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this report are forward-looking statements that involve risks and uncertainties. The factors listed in the section captioned “Risk Factors,” as well as any cautionary language in this report;, provide examples of risks, uncertainties, and events that may cause our actual results to differ materially from those projected. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this Form 10-K.

Overview

The Company was incorporated in the state of Nevada on September 14, 2001 under the name Biocorp North America, Inc. On ~~July~~March 1918, ~~2004~~2005, ~~the~~it ~~Company~~ changed its name to ~~Nat-UR~~Cereplast, Inc. ~~and~~In onthe ~~March~~summer 18of 2014, ~~2005~~the itCompany ~~changed~~ceased ~~its~~all ~~name again to Cereplast, Inc~~operations.

We developed and tried to commercializing proprietary bio-based resins through two complementary product families: Cereplast Compostables resins which are compostable, renewable, ecologically sound substitutes for petroleum-based plastics, and Cereplast Sustainables resins (including the Cereplast Hybrid Resins product line), which replaces up to 90% of the petroleum-based content of traditional plastics with materials from renewable resources. Our resins could be converted into finished products using conventional manufacturing equipment without significant additional capital investment by downstream converters. In the summer of 2014, the Company ceased all operations and since that time has been inactive.

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.

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.

108

WeOn ~~have~~November ~~not~~18, ~~yet~~2020, ~~generated~~the ~~sustained~~Company ~~profits~~filed ~~from~~an ~~our~~amendment ~~prior~~to ~~operations.~~its ~~Our~~certificate ~~independent accountants have expressed a “going concern” opinion. As~~ of ~~December~~incorporation ~~31,~~to ~~2023,~~change weits ~~had~~name anto ~~accumulated~~Hong ~~deficit~~Yuan ofHolding ~~$97,416,921 and a net working capital deficit of $151,244~~Group.

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.

We have not yet generated sustained profits from our prior operations. Our independent accountants have expressed a “going concern” opinion. As of December 31, 2024, we had an accumulated deficit of $97,784,280 and a net working capital deficit of $243,326.

While our current burn rate is nominal, it is expected that our costs of operations will continue to exceed revenues, primarily due to the costs associated with being a public reporting company. Based upon our current business plan, we may continue to incur losses in the foreseeable future and there can be no assurances that we will ever establish profitable operations. These and other factors raise substantial doubt about our ability to continue as a going concern.

Critical Accounting Policies, Judgments and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur, could materially impact the consolidated financial statements. We believe that the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation of the consolidated financial statements.

Revenue Recognition

ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company on January 1, 2018 and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018 did not change the Company’s revenue recognition as there were no revenues during the period.

Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.

Accounts receivable

The Company reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. Our allowance for doubtful accounts is maintained to provide for losses arising from customers’ inability to make required payments. If there is deterioration of our customers’ credit worthiness and/or there is an increase in the length of time that the receivables are past due greater than the historical assumptions used, additional allowances may be required. The Company has no allowance for doubtful accounts as of December 31, 2024 and 2023, respectively.

Income Taxes

The Company follows the asset and liability method of accounting for future income taxes. Under this method, future income tax assets and liabilities are recorded based on temporary differences between the carrying amount of assets and liabilities and their corresponding tax basis. In addition, the future benefits of income tax assets including unused tax losses, are recognized, subject to a valuation allowance to the extent that it is more likely than not that such future benefits will ultimately be realized. Future income tax assets and liabilities are measured using enacted tax rates and laws expected to apply when the tax liabilities or assets are to be either settled or realized. The Company’s effective tax rate approximates the Federal statutory rates.

Results of Operations for the Year Ended December 31, ~~2023~~2024 compared to the Year Ended December 31, ~~2022~~2023

InRevenue ~~the~~was ~~summer of 2014~~$245,572 ~~the~~in ~~Company~~2024 ~~decided~~compared to ~~discontinue~~Nil ~~all~~in ~~operations~~2023. ~~After~~The ~~the~~increase ~~change~~in ofrevenue ~~control~~was onmainly ~~November~~due 3,to ~~2020,~~the consolidation of the ~~Company’s~~Chinese VIEs under common ~~operations~~control ~~are~~which ~~determined~~started ~~and~~generating ~~structured~~revenue byin the ~~new~~second ~~major~~quarter ~~shareholder~~of 2024.

~~During~~Cost ~~the~~of ~~years~~goods ~~ended~~sold ~~December~~was 31$152,675 ~~2023~~in ~~and~~2024 ~~2022,~~compared weto ~~generated~~Nil in 2023 due to no ~~revenues~~revenue in the same period last year as explained above.

Operating expenses, ~~including~~were ~~general and administrative expenses, during the year ended December 31, 2023, was~~ $39189,~~720~~198 ~~compared~~and to $58154,~~348~~476 ~~during the~~for ~~year~~2024 ~~ended~~and ~~December 31~~2023, ~~2022~~respectively, aan ~~decrease~~increase of $1834,~~628~~722 or 3222.5%. The ~~decrease~~increase was mainly due to the ~~lower~~increase in general and administrative expenses, partly offset by ~~higher~~the slight decrease in professional fees. The increase in general and administrative expenses in 2024 was mainly due to the increase in rent expense, personnel expense, and office expense.

During the year ended December 31, ~~2023~~2024, the Company incurred a net loss of $3996,~~720~~437, compared to a net loss of $58154,~~348~~464 during the year ended December 31, ~~2022.~~2023, ~~The~~a decrease of $1858,~~628~~027 or 37.6%. The decrease in net loss in 2024 was primarily due to the ~~decrease~~increase in gross profit as a result of the Chinese VIEs starting to generate revenue, partly offset by the increase in operating expenses.

Liquidity and Capital Resources

As of December 31, ~~2023,~~2024 and ~~2022~~2023, we had a cash balance of $0.46,291 ~~Due~~and to$5,983 ~~the~~respectively. ~~lack~~During of2023 ~~revenue~~and 2024, the company’s operations are primarily funded by the Company’s CEO and major shareholder and the minority owners of the Chinese VIEs.

To the extent that the Company’s capital resources are insufficient to meet current or planned operating requirements, the Company will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and the Company does not anticipate that existing shareholders will provide any portion of the Company’s future financing requirements. MsMr. Xudong, the CEO and principal shareholder of the Company, would favorably entertain funding, through loans, corporate expenses for approximately 24 months. Any loans by MsMr. Xudong would be on an interest-free basis, documented by a promissory note and payable only upon consummation of a business combination transaction. Upon consummation of a business combination, we or the target may reimburse MsMr. Xudong for any such loans from funds furnished by the target. We have no written agreement with MsMr. Xudong to advance any further funds for future operating expense, therefore there is no assurance that such funds from MsMr. Xudong will be forth coming, if required.

No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company. These factors raise substantial doubt about the ability of the Company to continue as a going concern.

Operating Activities

~~Net~~For the year ended December 31, 2024, net cash used in operating activities was $089,582. ~~during~~This was primarily due to the ~~year~~net ~~ended~~loss ~~December~~of 31$96,437, adjusted ~~2023~~by non-cash related expenses including depreciation of $1,356, and ~~2022~~then increased by favorable changes in working capital of $5,499. The favorable changes in working capital mainly resulted from an increase in accounts payable and accrued liabilities of $36,418, an increase in tax payable of $4,281, and an increase in due to related party of $37,609, offset by an increase in accounts receivable of $11,540, an increase in inventory of $44,378, and an increase in prepaid expense and other receivables of $16,891..

For the year ended December 31, 2023, net cash used in operating activities was $111,866. This was primarily due to the net loss of $154,464, adjusted by non-cash related expenses including depreciation of $1,378, and then increase by favorable changes in working capital of $41,220. The favorable changes in working capital mainly resulted from an increase in due to related party of $40,484.

Investing Activities

We neither generated nor used cash in investing activities during the year ended December 31, ~~2023~~2024 and ~~2022~~2023.

Financing Activities

WeFor ~~neither~~the ~~generated~~year ~~nor~~ended ~~used~~December 31, 2024 and 2023, net cash inprovided by financing activities ~~during~~were ~~the~~proceeds ~~year~~from ~~ended~~capital ~~December~~contribution ~~31,~~received by ~~2023~~Chinese VIEs of $130,634 and ~~2022~~$106,314 respectively.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, we have incurred net losses of $3996,~~720~~437 and $58154,~~348~~464 for the year ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively, and have a working capital deficit of $~~151~~243,~~244~~326 as of December 31, ~~2023~~2024, in addition to a ~~stockholder~~stockholders’ deficit of $~~151~~168,~~244,~~802 which ~~raise~~ raise substantial doubt about the Company’s ability to continue as a going concern.

Management believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will need additional equity or debt financing to sustain its operations until it can achieve profitability and positive cash flows, if ever. Management plans to seek additional debt and/or equity financing for the Company but cannot assure that such financing will be available on acceptable terms.

The Company’s continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required. Our auditors have included a “going concern” qualification in their Report of Independent Certified Public Accountants accompanying our audited financial statements appearing elsewhere herein which cites substantial doubt about our ability to continue as a going concern. Such a “going concern” qualification may make it more difficult for us to raise funds when needed. The outcome of this uncertainty cannot be assured.

The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve our operating results.

Off Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Inflation

We do not believe that inflation has had in the past or will have in the future any significant negative impact on our operations.

Item 7A

Quantitative And Qualitative Disclosures About Market Risk.

This item does not apply to smaller reporting companies.

Item 8

Financial Statements And Supplementary Data.

Our financial statements appear beginning on page F-1, immediately following the signature page of this report.

Item 9

Changes In And Disagreements With Accountants On Accounting And Financial Disclosure.

On ~~January~~May 295, ~~2021~~2024, wethe ~~appointed~~Company Bterminated Fits ~~Borgers~~relationship with its independent registered public accounting firm, BF Borgers CPA PC (“BF BORGERS”). On May 9, 2024, the Company engaged Olayinka Oyebola & C0, Chartered Accountants (“Olayinka”), as ~~our~~BF Borgers’ ~~new~~replacement. The decision to change independent ~~auditors~~registered public accounting firms was made with the recommendation and approval of the Company’s Board of Directors.

On February 26, 2025, the board of directors of the Company terminated its relationship with its independent registered public accounting firm, Olayinka, and approved the engagement of Aloba, Awomolo & Partners, Chartered Accountants (“Aloba”) to serve as the Company’s independent registered public accounting firm.

There has never been any disagreement with any independent registered public accounting firm that has worked for the Company regarding accounting and financial disclosure.

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.

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.

13We 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.

WeThis ~~identified~~annual ~~material~~report ~~weaknesses~~does innot ~~our~~include ~~ICFR~~an ~~primarily~~attestation ~~attributable~~report ~~to (i) lack~~ of ~~segregation~~our ofregistered ~~incompatible~~public ~~duties;~~accounting ~~and~~firm ~~(ii)~~regarding ~~insufficient Board of Directors representation~~ICFR. ~~These~~Management’s ~~weaknesses~~report was ~~are~~not ~~due~~subject to ~~our~~attestation ~~inadequate staffing during the period covered~~ by ~~this report and~~ our ~~lack~~ ofregistered ~~working~~public ~~capital~~accounting tofirm ~~hire~~pursuant ~~additional staff. Management has retained an outside, independent financial consultant~~ to record and review all financial data, as well as prepare our financial reports, in order to mitigate this weakness. Although management will periodically re-evaluate this situation, at this point it considers that the ~~risk~~temporary ~~associated~~rules ~~with such lack~~ of ~~segregation~~the ofSecurities ~~duties~~ and ~~the potential~~Exchange ~~benefits~~Commission ofthat ~~adding~~permit ~~employees~~us to ~~segregate~~provide ~~such~~only ~~duties~~management’s ~~are~~report ~~not~~in ~~cost~~this ~~justified.~~annual ~~We intend to hire additional accounting personnel to assist with financial reporting as soon as our finances will allow~~report.

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 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

Not 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	5862	President, CFO, Secretary and Director	Nov. 3, 2020
Zhang Haosong	4347	Director	Nov. 3, 2020

Xudong Li, has served as a director, President, and Chief Executive Officer of the Company since November 2020. MsMr. 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 ~~the~~a consultant at Tianjin Commodities Exchange for the same period of time. From 2014 to 2016, he served as the General Consultant at Shaanxi Jeer Health Industry Group. The company, located in Shaanxi, Ankang City, also known as Chinese Selenium Valley, ~~focused~~focuses on the R&D, production, and sales ~~from~~of Selenium.

Zhang Haosong, ~~Zhang Haosong~~ has been a director of the Company since November 2020. He previously worked at China Life Insurance, as a special assistant to the chairman and general manager of one of its large company ~~group~~groups. He has over 6six years of experience in domestic and ~~foreign~~international listing counseling ~~experience~~. He also has expertise in corporate management consulting, equity investments and financing, VIE structure processing, listed company acquisitions, mergers and acquisitions and restructuring. Over the past five years, he has served as a consultant ~~for~~ ~~many~~to numerous private and listed companies, ~~and~~as well as Sino-foreign joint ventures. Mr. Zhang attended the ~~France~~École ~~Brest~~de ~~Business~~Commerce ~~School~~de Brest, France, where he received an MBA.

Each of our ~~director~~directors’s primary ~~qualification~~qualifications tofor ~~serve~~serving asin ~~such~~this role involves ~~his~~their ~~or her~~ extensive experience with ~~different~~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.

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~~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. We expect that the Company will adopt a code of ethics if and when the Company successfully completes a business combination that results in the acquisition of an on-going business and thereby commences operations.

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~~ Executive Officer in the years ended December 31, 2024, 2023, and 2022:

Summary Compensation Table

Name and Principal Position	Year		Salary ($)		~~Salary ($)~~		Bonus ($)		~~Bonus ($)~~		Stock Awards ($)		~~Stock Awards ($)~~		Option Awards ($)		~~Option Awards ($)~~		Non-Equity Incentive Plan Compensation ($)		~~Non-Equity Incentive Plan Compensation ($)~~		Change in Pensions Value and Nonqualified Deferred Compensation Earnings ($)		~~Change in Pensions Value and Nonqualified Deferred Compensation Earnings ($)~~		All Other Compensation ($)		~~All Other Compensation ($)~~		Total ($)		~~Total ($)~~
(a)	(b)		(c)		~~(c)~~		(d)		~~(d)~~		(e)		~~(e)~~		(f)		~~(f)~~		(g)		~~(g)~~		(h)		~~(h)~~		(i)		~~(i)~~		(j)		~~(j)~~
Li Xudong	2024	~~2023~~		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-		-
CEO		~~2022~~				-				-				-				-				-				-				-				-
	2023			-				-				-				-				-				-				-
	2022			-				-				-				-				-				-				-

Employment Agreement

We do not have any employment agreements with our officers.

Director’s Compensation

AtCurrently, ~~present~~ we do not ~~pay~~compensate our directors for attending meetings of ~~our~~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, ~~2023~~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, ~~(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.~~

	(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	%
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 ~~director~~directors of the Company is set forth above under the first table of this section.
(3)	Based on aggregate voting shares, including Common Stock shares and Series A-1 Preferred Stock shares, presently issued and outstanding.

Item 13

Certain Relationships And Related Transactions, And Director Independence.

During the year ended December 31, ~~2023~~2024, the Company’s current majority shareholder advanced $4037,~~484~~609 to the Company as working capital. As of December 31, ~~2023~~2024 and ~~2022~~2023, the Company owed its current majority ~~shareholders~~shareholder of $~~150~~251,~~175~~889 including $64,103 for acquisition of Hongyuan HK, and $~~109~~150,~~691~~175, respectively. The advances are non-interest bearing and are due on demand.

Director Independence

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

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.

~~The~~On ~~following~~February is26, a2025, ~~summary~~the board of ~~the~~directors ~~fees~~of ~~billed~~Hong toYuan usHolding ~~for~~Group ~~professional~~(the ~~services~~“Company”) ~~rendered~~terminated byits ~~our~~relationship ~~registered~~with its independent registered public ~~accountants~~accounting ~~for~~firm, Olayinka Oyebola & Co (“Olayinka”). Olayinka was only retained by the Company for less than a year, and no reports were filed with the ~~fiscal~~SEC. ~~years~~During ~~ended~~the ~~December~~period 31that Olayinka was the Company’s auditor through February 26, ~~2023~~2025, ~~and~~there ~~December~~were 31no disagreements with Olayinka on any matter of accounting principles or practices, ~~2022:~~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.

	Fiscal year ended December 31,
	2023		2022
Audit Fees	$	15,500	$	15,500
Audit Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-
	$	15,500	$	15,500

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.

~~Audit~~The ~~Fees.~~following ~~Consists~~is a summary of the fees billed to us for professional services rendered ~~for~~by ~~the audit of~~ our ~~financial~~registered ~~statements~~independent ~~and~~public ~~review~~accountants ~~of interim financial~~for ~~statements~~the ~~included~~fiscal inyears ~~quarterly~~ended ~~reports~~December ~~and~~31, ~~services~~2024, ~~that are normally provided in connection with statutory~~ and ~~regulatory~~December ~~filings or~~31, ~~engagements.~~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 ~~preparation~~preparing of federal and state income tax returns.

All Other Fees. Consists of fees for ~~product~~products and services other than the services reported above.

Board of Directors’ Pre-Approval Policies

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

1715

PART IV

ITEM 15

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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

1.	Financial Statements

Years Ended December 31, ~~2023~~2024, and ~~2022~~2023

	Page
Report of Independent Registered Public Accounting Firm (PCOAB ID 5041)	F-1
Report of Independent Registered Public Accounting Firm (PCAOB ID 7275)	F-1
Balance Sheets as of December 31, 2023 and 2022	F-2
Balance Sheets as of December 31, 2024, and 2023	F-2
Statements of Operations for the Years Ended December 31, 2023 and 2022	F-3
Statements of Operations for the Years Ended December 31, 2024, and 2023	F-3
Statements of Shareholders’ Deficit for the Years Ended December 31, 2023 and 2022	F-4
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, 2023 and 2022	F-5
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

1816

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: April 8, 2024	By:	/s/ Li Xudong
Date: July 3, 2025	By:	/s/ Li Xudong
		Li Xudong Chief Executive Officer (Principal Executive Officer
		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 ~~April~~July 83, ~~2024.~~2025

Signature		Title

/s/ Li Xudong		Chief Executive Officer and a Director
Li Xudong		(Principal Executive Officer)

/s/ Zhang Haosong		Director
Zhang Haosong

1917

~~Report of~~ALOBA, ~~Independent~~AWOMOLO ~~Registered~~& ~~Public~~PARTNERS ~~Accounting~~(Chartered ~~Firm~~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

ToREPORT ~~the~~OF ~~shareholders~~INDEPENDENT ~~and~~REGISTERED ~~the~~PUBLIC ~~board~~ACCOUNTING ~~of directors of Hong Yuan Holding Group~~FIRM

To the Board of Directors and Stockholders of Hong Yuan Holding Group

Opinion on the Financial Statements

We have audited the accompanying ~~consolidated~~ balance ~~sheets~~sheet of Hong Yuan Holding Group (the Group) as of December 31, ~~2023~~2024, and ~~2022,~~ the related statements of ~~operations~~income, stockholders’ equity ~~(deficit)~~, and cash flows for the ~~years~~period ~~then~~ ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). InThe ~~our opinion, the~~ financial statements ~~present~~of ~~fairly,~~Hong inYuan ~~all~~Holding ~~material~~Group ~~respects,~~ (the ~~financial position~~Group) ~~of the Company~~ as of December 31, 2023 ~~and~~were ~~2022,~~audited by ~~and~~other ~~the~~auditors ~~results~~whose ofreport, ~~its~~dated ~~operations~~April ~~and its cash flows for the years then ended~~8, in ~~conformity~~2024 ~~with~~expressed ~~accounting~~an ~~principles~~unqualified ~~generally~~opinion ~~accepted~~on inthose ~~the~~financial ~~United States~~statements.

~~Substantial~~In ~~Doubt~~our ~~about~~opinion, the ~~Company’s~~financial ~~Ability~~statements topresent ~~Continue~~fairly, in all material respects, the financial position of the Group as aof ~~Going~~December ~~Concern~~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.

~~The~~Substantial ~~accompanying~~Doubt ~~financial~~about ~~statements have been prepared assuming that~~ the ~~Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company~~Group’s ~~significant~~Ability ~~operating losses raise substantial doubt about its ability~~ to ~~continue~~ Continue as a ~~going~~Going ~~concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~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 ~~Company~~Group’s management. Our responsibility is to express an opinion on the ~~Company~~consolidated Group’s financial statements based on our ~~audit~~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 ~~Company~~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 ~~Company~~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 ~~Company~~Group’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audit provides~~audits provide a reasonable basis for our opinion.

Critical Audit ~~Matter~~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~~ and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

WeAloba, ~~determined~~Awomolo ~~that~~& ~~there~~Partners ~~are~~– noPCAOB ~~critical~~ID ~~audit matters.~~#7275

~~/S/~~We BFhave ~~Borgers~~served ~~CPA~~as PCthe ~~(PCOAB~~Group’s IDauditor ~~5041)~~since 2025.

WeIbadan, ~~have served as the Company’s auditor since 2021~~Nigeria

~~Lakewood,~~June CO24, 2025

April 8, 2024

F-1

HONG YUAN HOLDING GROUP

~~BALANCE SHEETS~~Consolidated Balance Sheets

	December 31,			December 31,
	2023			2022
	2024			2023
ASSETS
TOTAL 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	$	142,~~069~~260		$	16,~~833~~487
Due to related parties		150,175			109,691
Operating lease liabilities - Current		73,967			-
Total Current Liabilities		151,244			111,524
Tax payable		4,228			8
TOTAL LIABILITIES		151,244			111,524
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
Preferred Stock: 5,000,000 shares authorized; $0.001 par value 5,000,000 issued and outstanding at December 31, 2023 and 2022		5,000			5,000
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: 250,000,000 shares authorized; $0.001 par value 74,640,766 shares issued and outstanding at December 31, 2023 and 2022		74,641			74,641
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,~~186~~471,~~036~~393			97,~~186~~466,~~036~~278
Accumulated deficit during development stage		(97,416,921	)		(97,377,201	)
Statutory surplus reserve		314			-
Total Stockholders’ Deficit		(151,244	)		(111,524	)
Accumulated other comprehensive income		1,478			1,720
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	-
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

~~STATEMENTS~~Consolidated OFStatements ~~OPERATIONS~~of Operations

	2023			2022
	2024			2023
	Year Ended December 31,
	Year Ended
	2023			2022
	December 31,
	2024			2023
Revenue	$	245,572		$	-
Cost of revenue		152,675			-
Gross Profit		92,897			-
Operating Expenses
General and administrative	$	~~198~~152,343		$	21114,~~289~~954
Professional fees		3936,~~522~~855			3739,~~059~~522
Total Operating Expenses		39189,~~720~~198			58154,~~348~~476
Operating loss		(3996,~~720~~301	)		(58154,~~348~~476	)
Other Income and Expense		-			-
Provision for income taxes		-			-
Interest income		18			12
Net loss		(39,720	)		(58,348	)
Other Income		153			-
Basic and dilutive net loss per common share	$	(0	)	$	(0	)
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

	Common Stock: Shares		Common Stock: Amount		Preferred Stock: (A-1) Shares		Preferred Stock: Amount		Additional Paid-in Capital			Accumulated Deficit			Totals
	Preferred Stock				Common Stock				Additional			Statutory			Accumulated Other Comprehensive						Non-		Total
Balance – December 31. 2022		74,640,766	$	74,641		5,000,000	$	5,000	$	97,186,036		$	(97,377,201	)	$	(111,524	)
	Number of Shares		Par Value		Number of Shares		Par Value		Paid-in Capital			surplus reserve			Income (Loss)			Accumulated Deficit			controlling Interests		Stockholders’ Deficit
Net loss		-		-		-		-		-			(39,720	)		(39,720	)
Balance - December 31, 2022		5,000,000	$	5,000		74,640,766	$	74,641	$	97,186,036		$	-		$	-		$	(97,377,201	)	$	-	$	(111,524	)
Balance – December 31, 2023		74,640,766	$	74,641		5,000,000	$	5,000	$	97,186,036		$	(97,416,921	)	$	(151,244	)
Retroactive consolidation of VIE under common control		-		-		-		-		280,242			-			-			(153,457	)		-		126,785
Balance		74,640,766	$	74,641		5,000,000	$	5,000	$	97,186,036		$	(97,416,921	)	$	(151,244	)
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	)

	Common Stock: Shares		Common Stock: Amount		Preferred Stock: (A-1) Shares		Preferred Stock: Amount		Additional Paid-in Capital		Accumulated Deficit			Totals
Balance – December 31. 2021		74,640,766	$	74,641		5,000,000	$	5,000	$	97,186,036	$	(97,318,853	)	$	(53,176	)
Net loss		-		-		-		-		-		(58,348	)		(58,348	)
Balance – December 31, 2022		74,640,766	$	74,641		5,000,000	$	5,000	$	97,186,036	$	(97,377,201	)	$	(111,524	)
Balance		74,640,766	$	74,641		5,000,000	$	5,000	$	97,186,036	$	(97,377,201	)	$	(111,524	)

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

F-4

HONG YUAN HOLDING GROUP

~~STATEMENTS OF~~Consolidated ~~CASH~~Statements ~~FLOWS~~of Cash Flows

	2023			2022
	2024			2023
	Year Ended December 31,
	Year Ended
	2023			2022
	December 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3996,~~720~~437	)	$	(58154,~~348~~464	)
Adjustments to reconcile net loss to net cash used in operating activities:		-			-
Adjustments to reconcile net income to net cash provided by operating activities:		-			-
Changes in operating assets and liabilities:
Depreciation expense		1,356			1,378
Accounts payable and accrued liabilities		(764	)		1,833
Lease expense		58,535			-
Due to related party		40,484			56,515
Changes in operating assets and liabilities:					-
Net Cash Used in Operating Activities		-			-
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		-			-
Net change in cash and cash equivalents for the year		-			-
Proceeds from capital contribution		130,634			106,314
Cash and cash equivalents at beginning of the year		-			-
Net Cash Provided by Financing Activities		130,634			106,314
Cash and cash equivalents at end of the year	$	-		$	-
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 ~~and basis of accounting~~

~~Basis~~Hong Yuan Holding Group (“We”, “the Company”, “Hong Yuan”) was incorporated on September 29, 2001 in the State of ~~Presentation~~Nevada ~~and~~under ~~Organization~~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.

This summary of significant accounting policies of Hong Yuan Holding Group. (a development stage company) (“the Company”) is presented to assist in understanding the Company’s financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. The Company has realized minimal revenues from its planned principal business purpose and, accordingly, is considered to be in its development stage in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 915 (SFAS No. 7). The Company has elected a fiscal year end of December 31.

Business Description

We were incorporated on September 29, 2001 in the State of Nevada under the name of Biocorp North America Inc. On March 18, 2005, we filed an amendment to our certificate of incorporation to change our name to Cereplast, Inc.

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 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.

F-6

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.

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

The ~~accompanying financial statements are prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). 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.

~~The~~On ~~Company~~October is1, ~~planning~~2024, ~~potential acquisitions.~~ The ~~management~~Company ~~has~~entered ~~approached~~into ~~several~~an ~~companies~~agreement into ~~China~~acquire ~~and~~from ~~met~~Xudong Li (the ~~management~~majority shareholder of ~~potential acquisition~~the ~~targets. The~~ Company) ~~feels~~100% ~~strongly~~equity interest ~~that~~of ~~despite~~Hongyuan ~~the~~International ~~challenges~~Holding ofGroup ~~cross~~Co., ~~border~~Ltd. ~~business,~~(“Hongyuan itHK”) ~~might~~in beexchange ~~able~~for toHK ~~acquire~~$500,000 ~~some~~(approximately $64,103) ~~good~~or ~~growth~~issuing ~~companies~~the ~~and~~equivalent ~~bring~~value ~~good~~of ~~values~~the toCompany’s ~~our~~common ~~stockholders.~~stocks, ~~Although~~payable upon the ~~Company~~completion isof ~~making~~changing ~~some~~registered ~~progress~~owner inwith the Administration ~~Merger~~for Industrial and ~~Acquisition efforts,~~Commerce. ~~any~~Hongyuan ~~potential~~HK ~~results,~~was ifestablished ~~any,~~in ~~are~~Hong ~~still~~Kong ~~not~~on ~~certain~~July 28, 2021.

F-6

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

~~Covid~~Basis –of 19Presentation

OnThis ~~March~~summary ~~11,~~of ~~2020,~~significant ~~the~~accounting ~~World~~policies ~~Health~~of ~~Organization~~the ~~announced~~Company ~~that~~(a ~~infections~~development ~~caused~~stage bycompany) ~~the~~is ~~corona~~presented ~~virus~~to ~~disease~~assist ofin ~~2019~~understanding ~~(“COVID-19”)~~the Company’s ~~had~~financial ~~become pandemic~~statements. ~~The~~These ~~Government~~accounting ofpolicies ~~China~~conform ~~has~~to ~~adopted~~accounting ~~various~~principles ~~regulations~~generally ~~and~~accepted ~~orders,~~in ~~including~~the ~~mandatory~~United ~~quarantines,~~States ~~limits~~of onAmerica ~~the~~and ~~number~~have ofbeen ~~people~~consistently ~~that~~applied ~~may gather~~ in ~~one~~the ~~location,~~preparation ~~closing~~of ~~non-essential~~the ~~businesses~~accompanying ~~and~~financial ~~travel~~statements. ~~bans~~The toCompany ~~limit~~has ~~the~~realized ~~spread~~insignificant ofrevenues from ~~the~~its ~~disease. Many~~planned ofprincipal ~~these~~business ~~measures~~purpose ~~have~~and, ~~been~~accordingly, ~~relaxed~~is ~~due~~considered to ~~the~~be ~~decrease~~ in ~~the~~its ~~prevalence~~development ofstage ~~Covid-19~~ in ~~China.~~accordance ~~The~~with ~~Company’s~~Financial Accounting ~~efforts~~Standards toBoard ~~establishing a~~(“FASB”) ~~new~~Accounting ~~business,~~Standards ~~financial~~Codification ~~planning,~~(“ASC”) ~~raising~~Topic ~~capital,~~No. ~~and~~915 ~~research~~(SFAS ~~into~~No. ~~products~~7). ~~for~~The Company ~~the~~has ~~Company’s~~elected ~~product~~a ~~portfolio~~fiscal ~~has~~year ~~somewhat impacted~~end byof ~~COVID-19~~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.

~~F-7~~Property and Equipment

~~Employee~~Property ~~Stock~~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-~~Based~~line method ~~Compensation~~for substantially all assets with estimated lives as follows:

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, ~~2023~~2024 and ~~2022~~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, ~~2023~~2024 and ~~2022~~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.

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 – Related party transaction

During the year ended December 31, 2023, the Company’s current majority shareholder advanced $40,484 to the Company as working capital. As of December 31, 2023 and 2022, the Company owed its current majority shareholders of $150,175, and $109,691, respectively. The advances are non-interest bearing and are due on demand.

Note 5 – Common stock

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.

F-8

OnNote ~~May~~3 ~~27,~~- ~~2021,~~Going ~~the 510 shares of common stock issued to Custodian Ventures were cancelled.~~Concern

AsThe accompanying financial statements have been prepared assuming the continuation of ~~December~~the ~~31,~~Company ~~2023,~~as a ~~total~~going concern. The Company has not yet established an ongoing source of 74revenues 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,~~640,766~~ ~~shares~~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 ~~common~~the ~~stock~~products ~~with~~it ~~par~~develops ~~value~~or $0initiates collaboration agreements thereon.~~001~~ ~~remain~~The ~~outstanding~~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 64 –- ~~Preferred~~Property ~~stock~~and Equipment

AsProperty ofand ~~December~~equipment ~~31,~~consist ~~2023, a total~~ of ~~5,000,000 shares of Series A-1 preferred stock with par value $0.001 remain outstanding.~~:

~~NOTE~~ Schedule 7of –Property ~~INCOME~~and ~~TAXES~~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:

	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:

	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:

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, ~~2023~~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 ~~Company’s~~provision ~~effective~~for income ~~tax~~taxes ~~rate~~consists ~~differs~~of ~~from~~ the ~~amount computed by applying the federal statutory income tax rate to loss before income taxes for the years ended December 31, 2023 and 2022 as follows~~following:

SCHEDULE OF ~~PRETAX~~PROVISION FOR INCOME ~~FROM CONTINUING OPERATIONS~~TAXES

	2023			2022
	2024			2023
	Year Ended December 31,
	2023			2022
	2024			2023
Income tax benefit at federal statutory rate		21	%		21	%
Current:
Change in valuation allowance		-21	%		-21	%
USA	$	-		$	-
Income tax expenses benefit		-	%		-	%
China		307			-
Deferred:
USA		-			-
China		-			-
Provision for income taxes	$	307		$	-

~~The components of deferred taxes consist of the following at December 31, 2023 and 2022:~~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:

	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:

	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
Net operating loss carryforwards	$	20,~~457~~465,~~553~~740		$	20,~~449~~457,~~212~~553
Less: valuation allowance		(20,~~457~~465,~~553~~740	)		(20,~~449~~457,~~212~~553	)
Net deferred tax assets	$	-		$	-

Uncertain Tax Positions

Interest associated with unrecognized tax benefits ~~are~~is classified as income tax, and penalties are classified inas selling, general, and administrative expenses in the statements of operations. ~~For~~As of December 31, 2023, and ~~2022~~2024, the Company had no unrecognized tax benefits and related ~~interest~~ interest and ~~penalties~~penalty expenses. Currently, the Company is not subject to examination by major tax jurisdictions.

Note 810 – Subsequent Event

In ~~accordance~~June ~~with~~2025, ~~SFAS~~we ~~165~~changed ~~(ASC~~our ~~855-10),~~business ~~management~~model. ~~has~~Rongcheng ~~performed~~relinquished anits ~~evaluation~~55% ofownership ~~subsequent~~in ~~events~~Xuchang, ~~through~~but ~~the~~will ~~date~~still ~~that~~fund the ~~financial statements~~opening ~~were~~of ~~available~~stores operated toby beXuchang. ~~issued,~~The ~~and~~investment ~~has~~funds ~~determined~~for ~~that~~stores itwill ~~does~~be ~~not~~recovered ~~have~~as ~~any~~loans ~~material~~in ~~subsequent~~the ~~events~~future tofrom ~~disclose~~the instores’ ~~these financial statements~~profits.

F-911

Filing Compare · HONG YUAN HOLDING GROUP