ELRE 10-K & 10-Q changes, risk factors and insider trading

Our WFOE,WOFE, Yinfu International Holdings Limited, its subsidiaries are formed under and governed by the laws of the PRC. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference, but have limited precedential value. Since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the interpretations of many laws, regulations and rules are not always uniform and the enforcement of these laws, regulations and rules involves uncertainties.

In November 2016, the Standing Committee of China’s National People’s Congress passed China’s first Cybersecurity Law (“CSL”), which became effective in June 2017. The CSL is the first PRC law that systematically lays out the regulatory requirements on cybersecurity and data protection, subjecting many previously under-regulated or unregulated activities in cyberspace to government scrutiny. The legal consequences of violation of the CSL include penalties of warning, confiscation of illegal income, suspension of related business, winding up for rectification, shutting down the websites, and revocation of business license or relevant permits. In April 2020, the Cyberspace Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity Review Measures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security. On July 10, 2021, the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments (“Draft Measures”), which required that, in addition to “operator of critical information infrastructure,” any “data processor” carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. The Cyberspace Administration of China has said that under the proposed rules companies holding data on more than 1,000,000 users must now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments,” The cybersecurity review will also investigate the potential national security risks from overseas IPOs. We do not know what regulations will be adopted or how such regulations will affect us and our Nasdaq listing on Nasdaq.plan. In the event that the Cyberspace Administration of China determines that we are subject to these regulations, we may be required to delist from Nasdaq and we may be subject to fines and penalties. On June 10, 2021, the Standing Committee of the NPC promulgated the PRC Data Security Law, which will take effect on September 1, 2021. The Data Security Law also sets forth the data security protection obligations for entities and individuals handling personal data, including that no entity or individual may acquire such data by stealing or other illegal means, and the collection and use of such data should not exceed the necessary limits The costs of compliance with, and other burdens imposed by, CSL and any other cybersecurity and related laws may limit the use and adoption of our products and services and could have an adverse impact on our business. Further, if the enacted version of the Measures for Cybersecurity Review mandates clearance of cybersecurity review and other specific actions to be completed by companies like us, we face uncertainties as to whether such clearance can be timely obtained, or at all.

In 2024, we appointed J&S ASSOCIATE PLT (“J&S”) as our independent registered public accounting firm. J&S ASSOCIATE PLT, the independent registered public accounting firm that issued the audit report included in this Annual Report, is subject to PCAOB inspections. J&S ASSOCIATE PLT is headquartered in Malaysia and there are no limitations in Malaysia on PCAOB inspections. Therefore, we believe that, as of the date of this Annual Report, our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021 relating to the PCAOB’s inability to inspect or investigate completely registered public accounting firms headquartered in the PRC or Hong Kong because of a position taken by one or more authorities in the PRC or Hong Kong. However, to the extent that our auditor’s work papers may, in the future, become located in China, such work papers will not be subject to inspection by the PCAOB because the PCAOB is currently unable to conduct inspections without the approval of the Chinese authorities. Inspections of certain other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of the PCAOB to conduct inspections of our auditors’ work papers in China would make it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections. As a result, our investors may be deprived of the benefits of the PCAOB’s oversight of our auditor through such inspections and they may lose confidence in our reported financial information and procedures and the quality of our financial statements. We cannot assure you whether NasdaqSEC or other regulatory authorities will apply additional or more stringent criteria to us. Such uncertainty could cause the market price of our Ordinary Shares to be materially and adversely affected.

Despite that we have a Malaysian.-basedMalaysian-based auditor that is registered with the PCAOB and subject to PCAOB inspection, there are still risks to the company and investors if it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction. Such risks include, but are not limited to that trading in our securities may be prohibited under the HFCAA and as a result an exchange may determine to delist our securities.

Yinfu Gold Corporation (the “Company”) is a Wyoming corporation incorporated on September 1, 2005, under the name Ace Lock & Security, Inc. Our name was changed to Yinfu Gold Corporation as of November 18, 2010.We are working to enter into new-emerging application industries of Internet Technology, Artificial Intelligence (AI) and the Internet of Things (IOT).2010.

As of March 31, 2025,2026, the Company’s cash balance was $440$822 compared to $488$440 as of March 31, 2024,2025, and our total assets as of March 31, 2025,2026, were $22,443,$17,683, compared with $25,860$22,443 as of March 31, 2024.2025. The decrease in total assets was due to the amortization charges on right-of-use and the lease modification as of March 31, 2025.2026.

As of March 31, 2025,2026, the Company had total liabilities of $517,459$652,856 compared with total liabilities of $2,656,537$517,459 as of March 31, 2024.2025. The significant decreaseincrease in total liabilities was primarily attributed to the waiverincrease of debts owed to Mr JiangZhang Hong in the total amount of $2,103,762,which$93,222 for the years ended March 31, 2026, which consisted of accumulated salary of $550,121$55,000 and loan of $1,553,641.$38,222.

For the year ended March 31, 2025,2026, total operating expenses were $87,399$147,960 which consisted of general and administrative fees and professional fees. For the year ended March 31, 2024,2025, total operating expenses were $82,877$87,399 which consisted of general and administrative fees and professional fees. The increase in operating expense was mainly due to the increase in professionalgeneral fees,and administrative expenses, which mainly resulted from the increase in brokerManagement’s salary expense of $55,000 for the year ended March 31, 2025.2026.

As of March 31, 2025,2026, the Company had a working capital deficiency of $495,704,$635,926, compared with working capital deficiency of $2,631,139$495,704 as of March 31, 2024.2025. The decreaseincrease in working capital deficiency was primarily attributed to the decreaseincrease in current liabilities due to (1) the waiverincrease in debts of debts$38,222 owed to Mr Jiang.Zhang Hong; (2) salary payable of $55,000 to Mr Zhang Hong; and (3) borrowing of $16,718 from a third party.

During the year ended March 31, 2024,2026, the Company had $33,442$50,160 in cash used in operating activities which was mainly attributed to loss from operations of $65,461,$131,062, an increase other payable of $132,691 and a decrease in other receivable of $1,168,$1,352, a decrease of $18,447 in advance from related party, and a decrease of $2,573 in operating lease liability, and partially offset by the amortization of right-of-use asset of $2,648,$603, the decreaseincrease in wage payable to related party of $4,495,$55,000, and the decreaseincrease in operatingother lease liabilitypayable of $3,354.$47,671.

Three Months Ended DecemberJune 31,30, 20252026 and 20242025

The Company has generated no revenues during the three months ended DecemberJune 31,30, 20252026 and 2024.2025. As the Company has not engaged in any business yet.

For the three months ended DecemberJune 31,30, 2025,2026, total operating expenses were $33,124,$32,735, which consisted general and administrative expense and professional fees. For the three months ended DecemberJune 31,30, 2024,2025, total operating expenses were $19,255,$30,657, which consisted general and administrative fees and professional fees. The general and administrative expenses mainly consist of employees’ salary. The increase in operating expense was due to the increase in general and administrative expenses for the three months ended DecemberJune 31,30, 2025.2026.

Other income of $16,760$8,297 represents rental income for the nine monthsquarter ended DecemberJune 31,30, 2025. On October 1, 2023, the Company entered into a lease agreement with Yinfu Guohui Sports Development Co., Ltd (Yinfu Guohui), a related company controlled by Mr. Jiang Libin, leasing part of the Company’s office space with rent of $2,780$2,766 (RMB20,000) per month from October 1, 2023 to September 30, 2025.

The following table provides selected financial data about our company as of DecemberJune 31,30, 20252026 and March 31, 2025.2026.

As of DecemberJune 31,30, 2025,2026, the Company’s cash balance was $948$2,720 compared to $440$822 as of March 31, 2025,2026, and our total assets as of DecemberJune 31,30, 2025,2026, were $22,154$19,296 compared with $22,443$17,683 as of March 31, 2025.2026. The increase in cash was immaterialdue to more borrowing from the third parties and the total assets maintained stable.

As of DecemberJune 31,30, 2025,2026, the Company had total liabilities of $617,495,$703,331, compared with total liabilities of $517,459$652,856 as of March 31, 2025.2026. The increase of $100,036$50,475 in total liabilities was mainly due to the $40,000increased $15,000 salary payable to Mr. Zhang Hong and the borrowing of $34,522$61,426 from Mr.Zhan ZhangChenhao, Honga third party individual of the Company, occurred during the ninethree months ended DecemberJune 31,30, 2025.2026.

As of DecemberJune 31,30, 2025,2026, the Company had a working capital deficiency of $596,916,$685,009, compared with working capital deficiency of $495,704$635,926 as of March 31, 2025.2026. The slight increase in working capital deficiency was primarily attributed to the increase in current liabilities due to the increase of due.borrowing tofrom relatedan party.third party individual.

During the ninethree months ended DecemberJune 31,30, 2025,2026, the Company had $34,122$20,629 in cash usedprovided inby operating activities, which was mainly attributed from the net loss of $85,362, the increase of $1,095$15,000 in otherwage receivable,payable the decrease of $16,760 in advanced fromto related parties, the decrease of $3,310 in operating lease liability, and offset byparty, amortization of right-of-use asset of $2,626,$414, the decrease of $160 in other receivable, the increase of $29,779$34,169 in other payablepayable, and offset by net loss of $28,493, and the increasedecrease of $40,000$621 in wagesoperating payablelease to related party.liability.

During the ninethree months ended DecemberJune 31,30, 2024,2025, the Company had $53,359$17,903 in cash used in operating activities, which was mainly attributed from the net loss of $32,801,$22,360, the increase of $859$404 in other receivable, the decrease of $25,009$8,297 in advanced from customers,related parties, the decrease of $5,358$1,080 in operating lease liability, the decrease of $4,925 in wage payable to related party, and offset by amortization of right-of-use asset of $5,947,$867, the increase of $3,371in accounts payable and accrued liabilities and the increase of $9,646$10,000 in accountswages payable andto accruedrelated liabilities.party.

During the ninethree months ended DecemberJune 31,30, 20252026 and 2024,2025, the Company did not incur any cash in investing activities.

During the ninethree months ended DecemberJune 31,30, 2025,2026, related parties have provided the Company loan of $46,948$40,385 for operating expenses andexpenses, received repayment of $2,948$23,244 from the Company and received advance of $23,507 from the Company.

During the ninethree months ended DecemberJune 31,30, 2024,2025, onerelated individualparties creditorhave has advancedprovided the Company $54,395loan of $18,009 for operating expenses.