[10-Q/A] HONG YUAN HOLDING GROUP Amended Quarterly Earnings Report

Rhea-AI Filing Summary

Hong Yuan Holding Group amended its Form 10-Q to disclose corporate and balance-sheet details for the period ending June 30, 2025. The company reports 74,640,766 common shares outstanding and 5,000,000 Series A-1 preferred shares outstanding. It completed corporate reorganizations including a 1-for-50 reverse stock split and acquisition activity: issuance of equity in exchange for a Hong Kong subsidiary (Hongyuan HK) for HK$500,000 (approximately $64,103), and the company holds a 95% interest in Hongyuan HK and related PRC subsidiaries including a 55% subsidiary Xuchang formed November 12, 2024. Related-party advances totaled $274,459 at June 30, 2025. A lease modification reduced right-of-use asset and liability by $46,840. The company recorded a $2,788 loss on deconsolidation of discontinued operations.

Positive

• Acquired a Hong Kong holding company (Hongyuan HK) for HK$500,000 (approx. $64,103), establishing an onshore/offshore presence
• Established PRC subsidiaries including Rongcheng and a 55% subsidiary Xuchang to support local operations and store openings

Negative

• Related-party advances of $274,459 from the majority shareholder create reliance on non-arm's-length funding
• Loss on deconsolidation of discontinued operations of $2,788 and continued obligation to fund store openings indicate ongoing restructuring costs
• Control shift: operations are determined and structured by the new major shareholder, which raises potential governance and minority-shareholder risk

Insights

Financial Analyst

TL;DR: Corporate restructuring and small deconsolidation loss; related-party funding supports working capital but limits financial independence.

The filing details non-U.S. corporate structuring and minority/majority ownership changes rather than operating results. Key balance-sheet items include related-party advances of $274,459 and an acquisition of Hongyuan HK for HK$500,000 (~$64,103). The lease modification reducing right-of-use assets by $46,840 is a modest balance-sheet adjustment. The reported $2,788 loss on deconsolidation is immaterial to large-scale valuation but confirms operational changes and continuing funding obligations for newly formed subsidiaries. Overall, the disclosure is informational with limited immediate earnings impact.

Corporate Governance Expert

TL;DR: Control has shifted to a major shareholder and related-party transactions are material to liquidity; governance oversight is a key investor risk.

The filing states the company's operations are determined by a new major shareholder after November 3, 2020, and shows non-interest-bearing advances from that shareholder totaling $274,459. Related-party funding on demand can create dependency and potential conflicts of interest. The reverse split and equity issuances to related parties also indicate significant ownership restructuring. These facts raise governance and minority-holder protection concerns that are material to the company’s corporate control profile.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

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

For the quarterly period ended June 30, 2025

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

For the transition period from         to

Commission File No. 000-56252

HONG YUAN HOLDING GROUP

(Exact name of registrant as specified in its charter)

Nevada		91-2154289
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
No. 3, 21st Floor, Building 1, No. 176, Jiqing 1st Road, Chengdu High-tech Zone, Sichuan Province		610094, China
(Address of principal executive offices)		(Zip Code)

+86-19382185278

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		HGYN		OTCMarkets (OTCQB)

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 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 on its corporate Web site, if any, every Interactive Data File required to be submitted 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 such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 13(a) of the Exchange Act. ☐

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

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 August 15, 2025 was 74,640,766.

EXPLANATORY NOTE

This Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended June 30, 2025, which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 19, 2025 (the “Original Filing”), is being submitted for the following purpose:

To change the designation of a “shell” corporation on the cover page. The “YES” box was inadvertently checked instead of the “NO” box.

In SEC Release No. 33-8587, published on July 15, 2005 (the “Release”), the SEC adopted the definition of a “shell” corporation based on the characterization of operations and assets as “nominal.” However, the SEC did not define the term “nominal.” Cambridge defines “nominal” as “something existing in name or thought only, but not in fact as things actually are.”

The Company’s annual report for the year ended December 31, 2024, filed with the SEC on July 3, 2025, and its subsequent Quarterly Reports for the periods ended March 31 and June 30, 2025, respectively, reflect that the Company generated revenues and operating expenses, in addition to assets, other than cash and cash equivalents. These revenues and expenses and assets are not the result of operations “existing in name or thought only, but are in fact as things actually are.” In addition, PCAOB audit firms do not opine upon or certify or review financial statements of Companies with operations “existing in name or thought only, but not in fact as things actually are.”

Except as described above, this Amendment No. 1 does not amend, modify, or otherwise update any other information in the Original Filing and does not reflect other events occurring after the filing of the Original Filing.

HONG YUAN HOLDING GROUP

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3
ITEM 1	Condensed Consolidated Financial Statements (Unaudited)	3
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	18
ITEM 4	Controls and Procedures	18
PART II – OTHER INFORMATION		19
ITEM 1	Legal Proceedings	19
ITEM 1A	Risk Factors	19
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	19
ITEM 3	Defaults Upon Senior Securities	19
ITEM 4	Mine Safety Disclosures	19
ITEM 5	Other Information	19
ITEM 6	Exhibits	19

2

PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

Item 1. Financial Statements

HONG YUAN HOLDING GROUP

Consolidated Balance Sheets

		June 30,				December 31,
		2025				2024
		(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents		$	45,238			$	38,527
Cash and cash equivalents under discontinued operations			-				7,764
Accounts receivable, net			115,419				-
Notes receivable			-				-
Inventory			26,435				30,786
Prepaid expense and other receivable			88,988				27,601
Current assets under discontinued operations			-				24,338
Total Current Assets			276,080				129,016
Property and equipment, net of accumulated			204				557
Right of use assets			28,853				93,091
TOTAL ASSETS		$	305,137			$	222,664
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		$	55,281			$	36,617
Operating lease liabilities - Current			28,853				73,967
Deferred revenue			40,946				-
Tax payable			4,642				4,228
Due to related party			274,459				251,887
Current liabilities under discontinued operations			-				5,643
Total Current Liabilities			404,181				372,342
Operating lease liabilities - Noncurrent			-				19,124
TOTAL LIABILITIES			404,181				391,466
Commitments and contingencies			-				-
Stockholders’ Deficit
Series A-1 Preferred stock: 5,000,000 shares authorized; $0.001 par value 5,000,000 issued and outstanding at June 30, 2025 and December 31, 2024			5,000				5,000
Common stock: 2,000,000,000 shares authorized; $0.001 par value 74,640,766 shares issued and outstanding at June 30, 2025 and December 31, 2024			74,641				74,641
Additional Paid-in Capital			97,471,393				97,471,393
Statutory surplus reserve			-				314
Accumulated other comprehensive income			3,019				1,478
Accumulated deficit			(97,716,424	)			(97,784,280	)
Total Hong Yuan Holding Group Stockholders’ Deficit			(162,371	)			(231,454	)
Non-controlling interests			63,327				62,652
Total stockholders’ deficit			(99,044	)			(168,802	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		$	305,137			$	222,664

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

3

HONG YUAN HOLDING GROUP

Consolidated Statements of Operations

(Unaudited)

		2025				2024				2025				2024
		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2025				2024				2025				2024
Revenue		$	112,812			$	15,205			$	353,877			$	15,205
Cost of revenue			17,252				6,149				141,599				6,149
Gross Profit			95,560				9,056				212,278				9,056
Operating Expenses
Selling and marketing			3,861				-				4,034				-
General and administrative			46,799				21,463				98,816				52,691
Professional fees			7,016				10,663				31,406				25,992
Total Operating Expenses			57,676				32,126				134,256				78,683
Operating income from continuing operations			37,884				(23,070	)			78,022				(69,627	)
Other Income and Expense
Interest income			-				7				6				9
Other Income			18				152				14				152
Total other income (expense)			18				159				20				161
Provision for income taxes			2,436				-				5,219				-
Income from continuing operations			35,466				(22,911	)			72,823				(69,466	)
Discontinued operations
Loss from discontinued operation			(2,999	)			-				(2,999	)			-
Loss on deconsolidation of the discontinued operations			(2,788	)			-				(2,788	)			-
Loss from discontinued operations, net of tax benefits			(5,787	)			-				(5,787	)			-
Net Income (loss)		$	29,679			$	(22,911	)		$	67,036			$	(69,466	)
Net (loss) attributable to non-controlling interests			(363	)			(10	)			(506	)			(10	)
Net income (loss) attributable to Hong Yuan Holding Group			30,042				(22,901	)			67,542				(69,455	)
Other comprehensive income (loss)			1,290				(222	)			1,541				(411	)
Comprehensive Income		$	31,332			$	(23,123	)		$	69,083			$	(69,866	)
Basic and dilutive net income (loss) per common share		$	0.00			$	(0.00	)		$	0.00			$	(0.00	)
Weighted average number of common shares outstanding - basic and diluted			74,640,766				74,640,766				74,640,766				74,640,766

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

4

HONG YUAN HOLDING GROUP

Consolidated Statements of Stockholders’ Deficit

(Unaudited)

		Number of Shares				Par Value				Number of Shares					Par Value				Paid-in Capital				surplus reserve				Comprehensive Income (Loss)				Accumulated Deficit				controlling Interests				Stockholders’ Deficit
																											Accumulated
		Preferred Stock								Common Stock									Additional				Statutory				Other								Non-				Total
		Number of Shares				Par Value				Number of Shares					Par Value				Paid-in Capital				surplus reserve				Comprehensive Income (Loss)				Accumulated Deficit				controlling Interests				Stockholders’ Deficit
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	)
Net income (loss)			-				-				-					-				-				-				-				37,500				(143	)			37,357
Accumulated other comprehensive income			-				-				-		-			-				-				-				251				-				368				619
Balance - March 31, 2025			5,000,000			$	5,000				74,640,766		-		$	74,641			$	97,471,393			$	314			$	1,729			$	(97,746,780	)		$	62,877			$	(130,826	)
Deconsolidation of the discontinued operations			-				-				-					-				-				(314	)			-				314				-				-
Net income (loss)			-				-				-		-			-				-				-				-				30,042				(363	)			29,679
Accumulated other comprehensive income			-				-				-					-				-				-				1,290				-				813				2,103
Balance - June 30, 2025			5,000,000			$	5,000				74,640,766		-		$	74,641				97,471,393			$	-			$	3,019			$	(97,716,424	)		$	63,327			$	(99,044	)

																										Accumulated
		Preferred Stock								Common Stock								Additional				Statutory				Other								Non-				Total
		Number of Shares				Par Value				Number of Shares				Par Value				Paid-in Capital				surplus reserve				Comprehensive Income (Loss)				Accumulated Deficit				controlling Interests				Stockholders’ Deficit
Balance - December 31, 2023			5,000,000			$	5,000				74,640,766			$	74,641			$	97,466,278			$	-			$	1,720			$	(97,685,122	)		$	-			$	(137,483	)
Capital contribution received by VIE			-				-				-				-				48,570				-				-				-				-				48,570
Net loss			-				-				-				-				-				-				-				(46,554	)			-				(46,554	)
Accumulated other comprehensive income			-				-				-				-				-				-				(189	)			-				-				(189	)
Balance - March 31, 2024			5,000,000			$	5,000				74,640,766			$	74,641			$	97,514,848			$	-			$	1,531			$	(97,731,676	)		$	-			$	(135,656	)
Balance			5,000,000			$	5,000				74,640,766			$	74,641			$	97,514,848			$	-			$	1,531			$	(97,731,676	)		$	-			$	(135,656	)
Net loss			-				-				-				-				-				-				-				(22,901	)			(10	)			(22,911	)
Net income loss			-				-				-				-				-				-				-				(22,901	)			(10	)			(22,911	)
Accumulated other comprehensive income			-				-				-				-				-				-				(222	)			-				-				(222	)
Balance – June 30, 2024			5,000,000			$	5,000				74,640,766			$	74,641			$	97,514,848			$	-			$	1,309			$	(97,754,577	)		$	(10	)		$	(158,789	)
Balance			5,000,000			$	5,000				74,640,766			$	74,641			$	97,514,848			$	-			$	1,309			$	(97,754,577	)		$	(10	)		$	(158,789	)

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

5

HONG YUAN HOLDING GROUP

Consolidated Statements of Cash Flows

(Unaudited)

		2025				2024
		Six Months Ended June 30,
		2025				2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)		$	72,823			$	(69,466	)
Net income from discontinued operations			(5,787	)			-
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense			359				676
Lease expense			19,359				-
Changes in operating assets and liabilities:							-
Accounts receivable			(93,161	)			(1,220	)
Inventory			4,874				-
Prepaid expense and other receivable			(60,118	)			(1,109	)
Accounts payable and accrued liabilities			15,982				9,375
Deferred revenue			40,444				-
Operating lease payment			(19,359	)			-
Tax payable			2,135				-
Due to related party			22,571				20,280
Net Cash Provided by Operating Activities from Continuing Operations			122				(41,464	)
Net Cash Used in Operating Activities from Discontinued Operations			(2,027	)			-
Net Cash Provided by (Used in) Operating Activities			(1,905	)			(41,464	)
CASH FLOWS FROM INVESTING ACTIVITIES			-				-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from capital contribution			-				48,510
Net Cash Provided by Financing Activities			-				48,510
EFFECT OF EXCHANGE RATE CHANGE ON CASH & CASH EQUIVALENTS			852				(188	)
Net change in cash and cash equivalents			(1,053	)			6,858
Cash and cash equivalents, beginning of period			46,291				5,983
Cash and cash equivalents, end of period		$	45,238			$	12,841
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 modification		$	46,840			$	-

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

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HONG YUAN HOLDING GROUP

NOTES TO FINANCIAL STATEMENTS

Note 1 – Organization

Hong Yuan Holding Group (“We”, “the Company”, “Hong Yuan”) was incorporated on September 29, 2001 in the State of Nevada under the name of Biocorp North America Inc. On March 18, 2005, we filed an amendment to our certificate of incorporation to change our name to Cereplast, Inc.

On February 10, 2014, the Company, filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Indiana (the “Bankruptcy Court “). On February 14, 2014, the Company filed a motion in the Bankruptcy Court seeking to convert the Company’s Chapter 11 Case to a Chapter 7 bankruptcy case. On March 27, 2014, the court granted the Company’s motion and on that date the Company’s Chapter 11 Case was converted to a Chapter 7 case. As a result, the Company adopted liquidation basis of accounting on the discontinued operations according to ASC 205-30 “Presentation of Financial Statements – Liquidation Basis of Accounting”, accordingly the accumulated deficit generated prior to bankruptcy proceedings remained unadjusted.

On January 31, 2014, the Board of Directors of Cereplast, Inc. (the “Company”) approved a 1-for-50 reverse split (the “Reverse Split) which was previously approved by the shareholders on April 5, 2013 and previously disclosed on Current Report Form 8-K filed on April 5, 2013.

On February 3, 2014, Cereplast, Inc. (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation to effect the reverse split (the “Reverse Split”), effective as of February 21, 2014.

On March 22, 2019, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for Cereplast, Inc., proper notice having been given to the officers and directors of Cereplast, Inc. There was no opposition.

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

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

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

The Company is a development stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital, and research into products which may become part of the Company’s product portfolio. The Company has not realized significant sales since inception. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and, even if planned principal operations have commenced, revenues are insignificant.

On October 1, 2024, The Company entered into an agreement to acquire from Xudong Li (the majority shareholder of the Company) 100% equity interest of Hongyuan International Holding Group Co., Ltd. (“Hongyuan HK”) in exchange for HK $500,000 (approximately $64,103) or issuing the equivalent value of the Company’s common stocks, payable upon the completion of changing registered owner with the Administration for Industrial and Commerce. Hongyuan HK was established in Hong Kong on July 28, 2021.

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.

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According to the Agreements, Hongyuan HK assumed financial and operating control of Fengcuiyuan. As a result, Hongyuan HK has been determined to have a controlling financial interest in Fengcuiyuan, requiring Hongyuan HK to consolidate the financial statements of Fengcuiyuan and its subsidiaries, and ultimately consolidate with its parent company, Hong Yuan. The Transaction was accounted for as a reorganization of entities under common control. As the combining entities have been under common control since September 2021, the consolidated financial statements of the Company recognized the assets and liabilities received in the reorganization at their historical carrying amounts, as reflected in the historical financial statements of each entity.

The Company, through its subsidiary and the Agreements with Fengcuiyuan, focuses on supply chain management services, is mainly engaged in the wholesale and internet sales of fast-moving consumer goods such as food, daily necessities, and electronic products, covering diversified fields such as pre-packaged food, agricultural and by-products, and household goods.

The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital, or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

Note 2 – Summary of significant accounting policies

Basis of Presentation

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

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its subsidiary and variable interest entity (“VIE”) for which the Company is the primary beneficiary. All inter-company accounts and transactions have been eliminated in consolidation.

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

1.	Hongyuan HK enjoys exclusive and non-competitive rights to intellectual property rights and licensing arising from the performance of the Agreements, and controls and administers the financial affairs and daily operation of Fengcuiyuan. The registered owners of Fengcuiyuan as a group have no right to make any decision about Fengcuiyuan’s activities without the consent of Hongyuan HK.
2.	Hongyuan HK is assigned all voting rights of Fengcuiyuan and has the right to appoint all directors and senior management personnel of Fengcuiyuan. The registered owners of Fengcuiyuan possess no substantive voting rights.

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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.

Cash and Cash Equivalents

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Major repairs and betterments that significantly extend original useful lives or improve productivity are capitalized and depreciated over the period benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows:

Schedule of Estimated Useful Lives of Property and Equipment

Machinery & equipment	10 years
Automobile	4 years
Office equipment	3 years

Lease

ASC Topic 842, “Leases” requires recognition of leases on the balance sheets as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use underlying assets for the lease terms and lease liabilities represent the Company’s obligation to make lease payments arising from the leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value and future minimum lease payments over the lease term at commencement date. The Company’s future minimum lease payments used to determine the Company’s lease liabilities mainly include minimum lease rent payments. Leases with a lease term of 12 months or less at inception are not recorded on the Company’s balance sheet and are expensed on a straight-line basis over the lease term in the Company’s statement of operations. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718 Compensation - Stock Compensation (“ASC 718”). ASC 718 addresses all forms of share-based payment (“SBP”) awards including shares issued under employee stock purchase plans and stock incentive shares. Under ASC 718 awards result in a cost that is measured at fair value on the awards’ grant date, based on the estimated number of awards that are expected to vest and will result in a charge to operations.

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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 income and loss per share is the same as the basic income and loss per share for the three months ended June 30, 2025 and 2024, 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 June 30, 2025 and December 31, 2024.

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 - Property and equipment

Property and equipment consist of:

Schedule of Property and Equipment

		June 30,				December 31,
		2025				2024
Office Equipment		$	4,087			$	4,011
Total			4,087				4,011
Less: accumulated depreciation			(3,883	)			(3,454	)
Property and equipment, net		$	204			$	557

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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. Effective January 25, 2025, the lease was modified to change lessee to Rongcheng and an unrelated third party with each occupying 50% of the premises and responsible for 50% of the lease payment. As a result of the lease modification, right-of-use asset and related liability were reduced by $46,840.

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

Schedule of Balance Sheet Information Related to Company’s Leases

		June 30, 2025
Operating Leases
Operating lease right-of-use assets		$	28,853
Operating lease liabilities - current			28,853
Operating lease liability – non-current			-
Total operating lease liabilities		$	28,853

The following provides details of the Company’s lease expenses:

Schedule of Company’s Lease Expenses

		2025				2024
		Six Months Ended June 30,
		2025				2024
Operating lease expense		$	19,359			$	-

Other information related to leases is presented below:

Schedule of Other Information Related to Leases

		Six Months Ended
		June 30, 2025
Cash Paid For Amounts Included In Measurement of Liabilities:
Operating cash flows from operating leases		$	19,359
Weighted Average Remaining Lease Term:
Operating leases			0.82 years
Weighted Average Discount Rate:
Operating leases			5.6	%

Maturities of lease liabilities were as follows:

Schedule of Maturities of Lease Liabilities

For the 12 months ending December 31:
2025 (6 months remaining)		$	19,599
2026			9,800
Total lease payments			29,399
Less: imputed interest			(546	)
Total lease liabilities			28,853
Less: current portion			(28,853	)
Lease liabilities – non-current portion		$	-

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Note 6 – Related party transaction

During the six months ended June 30, 2025, the Company’s current majority shareholder advanced $22,572 to the Company as working capital. As of June 30, 2025 and December 31, 2024, the Company owed its current majority shareholder of $274,459 and $251,887, respectively, including $64,103 for acquisition of Hongyuan HK. The advances are non-interest bearing and are due on demand.

Note 7 – Common stock

At June 30, 2025, the Company is authorized to issue 2,000,000,000 shares of $0.001 par value common stock.

As of June 30, 2025, a total of 74,640,766 shares of common stock with par value $0.001 remain outstanding.

Note 8 – Preferred stock

As of June 30, 2025, 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 June 30, 2025, 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.

Uncertain Tax Positions

Interest associated with unrecognized tax benefits are classified as income tax, and penalties are classified in selling, general and administrative expenses in the statements of operations. For the six months ended June 30, 2025 and 2024, the Company had no unrecognized tax benefits and related interest and penalties expenses. Currently, the Company is not subject to examination by major tax jurisdictions.

Note 10 – Discontinued operations

In April 2025, the Company changed its business model. Rongcheng relinquished its 55% ownership in Xuchang and received its original investment back, but will still fund the opening of stores operated by Xuchang. In the future, the investment funds for stores will be recovered as loans from the stores’ profits. As a result, the Company recorded a loss on deconsolidation of the discontinued operations of $2,788.

The Company has reclassified its previously issued financial statements to segregate the discontinued operations as of the earliest period reported.

Note 11 – Subsequent event

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statement Notice

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Crown Marketing, (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. 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 the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

Overview

The Company was incorporated in the state of Nevada on September 14, 2001 under the name Biocorp North America, Inc. On March 18, 2005, it changed its name to Cereplast, Inc. In the summer of 2014, the Company ceased all operations.

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

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

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.

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.

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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.

In April 2025, the Company changed its business model. Rongcheng relinquished its 55% ownership in Xuchang and received its original investment back, but will still fund the opening of stores operated by Xuchang. In the future, the investment funds for stores will be recovered as loans from the stores’ profits. As a result, the Company recorded a loss on deconsolidation of the discontinued operations of $2,788.

We have not yet generated sustained profits from our prior operations. Our independent accountants have expressed a “going concern” opinion. As of June 30, 2025, we had an accumulated deficit of $97,716,424 and a net working capital deficit of $128,101.

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.

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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 June 30, 2025 and December 31, 2024, 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 Three Months Ended June 30, 2025 compared to the Three Months Ended June 30, 2024

Revenue was $112,812 in the three months ended June 30, 2025 compared to $15,205 in the same period last year. The increase in revenue was mainly because the Chinese VIEs started generating revenue in the second quarter of 2024 and have been ramping up the operations to generate more revenues.

Cost of goods sold was $17,252 in the three months ended June 30, 2025 compared to $6,149 in the same period last year due to the increase in revenue.

Operating expenses were $57,676 in the three months ended June 30, 2025 compared to $32,127 in the same period last year, an increase of $25,549 or 79.5%. The increase was mainly due to the increase in general and administrative expenses and selling and marketing expenses. The increase in general and administrative expenses in the second quarter of 2025 was mainly due to the increase in personnel expense, rent and office expense, partly offset by the decrease in travel expense.

During the three months ended June 30, 2025, the Company had a net income of $29,679, compared to a net loss of $22,912 during the same period last year, an increase of $52,591. The increase in net income in the second quarter of 2025 was primarily due to the increase in gross profit as a result of the Chinese VIEs ramping up the operations to generate more revenues, partly offset by higher operating expenses the loss from discontinued operations.

Results of Operations for the Six Months Ended June 30, 2025 compared to the Six Months Ended June 30, 2024

Revenue was $353,877 in the six months ended June 30, 2025 compared to $15,205 in the same period last year. The increase in revenue was mainly because the Chinese VIEs started generating revenue in the second quarter of 2024 and have been ramping up the operations to generate more revenues.

Cost of goods sold was $141,599 in the six months ended June 30, 2025 compared to $6,149 in the same period last year due to the increase in revenue.

Operating expenses were $134,256 in the six months ended June 30, 2025 compared to $78,683 in the same period last year, an increase of $55,573 or 70.6%. The increase was mainly due to the increase in general and administrative expenses, selling and marketing expenses, and professional fees. The increase in general and administrative expenses in the six months ended June 30, 2025 was mainly due to the increase in personnel expense and office expense, partly offset by the decrease in travel expense.

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During the six months ended June 30, 2025, the Company had a net income of $67,036, compared to a net loss of $69,466 during the same period last year, an increase of $136,502. The increase in net income in the six months ended June 30, 2025 was primarily due to the increase in gross profit as a result of the Chinese VIEs ramping up the operations to generate more revenues, partly offset by higher operating expenses and the loss from discontinued operations.

Liquidity and Capital Resources

As of June 30, 2025 and December 31, 2024, we had a cash balance of $45,238 and $38,527 respectively. During the six months ended June 30, 2025 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. Mr. Xudong, the CEO and principal shareholder of the Company, would favorably entertain funding, through loans, corporate expenses for approximately 24 months. Any loans by Mr. 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 Mr. Xudong for any such loans from funds furnished by the target. We have no written agreement with Mr. Xudong to advance any further funds for future operating expense, therefore there is no assurance that such funds from Mr. 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

For the six months ended June 30, 2025, net cash used in operating activities was $1,905. This was primarily due to the net income of $67,036, adjusted by non-cash related expenses including depreciation of $359, and then decreased by unfavorable changes in working capital of $67,273. The unfavorable changes in working capital mainly resulted from an increase in accounts receivable of $93,161, and an increase in prepaid expense and other receivable of $60,118, partly offset by an increase in deferred revenue of $40,444, an increase in accounts payable and accrued liabilities of $15,982, and an increase in due to related party of $22,571.

For the six months ended June 30, 2024, net cash used in operating activities was $41,464. This was primarily due to the net loss of $69,466, adjusted by non-cash related expenses including depreciation of $676, and then increased by favorable changes in working capital of $27,326. The favorable changes in working capital mainly resulted from an increase in due to related party of $20,280, and an increase in accounts payable and accrued liabilities of $9,375, offset by an increase in accounts receivable of $1,220, and an increase in prepaid expense and other receivable of $1,109.

Investing Activities

We neither generated nor used cash in investing activities during the six months ended June 30, 2025 and 2024.

Financing Activities

We neither generated nor used cash in financing activities during the six months ended June 30, 2025.

For the six months ended June 30, 2024, net cash provided by financing activities were proceeds from capital contribution received by Chinese VIEs of $48,510.

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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 had a net income of $67,036 for the six months ended June 30, 2025 and incurred a net loss of $69,466 for the six months ended June 30, 2024, and had a working capital deficit of $128,101 as of June 30, 2025, in addition to a stockholders’ deficit of $99,044 which raise substantial doubt about the Company’s ability to continue as a going concern.

Management believes the Company may 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 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.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Evaluation of 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 were not 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.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting during the period ended June 30, 2025 that have materially affected or are reasonably likely to materially affect our internal controls.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a party to or otherwise involved in any legal proceedings.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities.

There have been no events which are required to be reported under this Item.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits and Financial Statement Schedules

31.1		Certification of CEO and CFO. Filed herewith.
32.1		Certification pursuant to 18 U.S.C. Section 1350 of CEO and CFO. Filed herewith.
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Definition
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are furnished and not filed.

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SIGNATURES

Pursuant to the requirements 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.

	HONG YUAN HOLDING GROUP
Dated: September 26, 2025	By:	/s/ Li Xudong
		Li Xudong
		CEO and Chief Financial Officer (chief financial and accounting officer and duly authorized officer)

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FAQ

What shares are outstanding for HGYN as disclosed in the 10-Q/A?

The filing states 74,640,766 common shares outstanding and 5,000,000 Series A-1 preferred shares outstanding.

How much did Hong Yuan pay for Hongyuan HK and what stake was acquired?

The company exchanged equity for Hongyuan HK for HK$500,000 (approximately $64,103) and reports acquiring a 95% equity interest.

What related-party balances exist at June 30, 2025?

The company owed its majority shareholder $274,459 as of June 30, 2025; advances are non-interest bearing and due on demand.

Were there any lease changes disclosed in the 10-Q/A?

Yes. A lease modification effective January 25, 2025 shifted lessee responsibilities and reduced the right-of-use asset and liability by $46,840.

Did the filing report any losses related to discontinued operations?

Yes. The company recorded a $2,788 loss on deconsolidation of discontinued operations after transferring 55% ownership in Xuchang.