HGYN 10-K & 10-Q changes, risk factors and insider trading
Hong Yuan Holding Group · OTC · Plastic Materials, Synth Resins & Nonvulcan Elastomers · CIK 1324759 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
This item is inapplicable because we are a “smaller reporting company” as defined in Exchange Act Rule 12b-2.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“For the year ended December 31, 2024, net cash used in operating activities was $89,582. This was primarily due to the net loss of $96,437, adjusted by non-cash related expenses including depreciation of $1,356, and then increased by favorable changes in working capital of $5,499. …”see in full comparison
“For the year ended December 31, 2024, net cash used in operating activities was $89,582. This was primarily due to the net loss of $96,437, adjusted by non-cash related expenses including depreciation of $1,356, and then increase by favorable changes in working capital of $5,499. …”see in full comparison
“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, Xuchang was deconsolidated from the Company’s consolidated financial statements starting in the second quarter of 2025 and Xuchang’s operating results prior to the deconsolidation was accounted for as discontinued operations.”see in full comparison
For the year ended December 31,see in full comparison2023,2025, net cash used in operating activities was$111,866.$28,440. This was primarily due to the netlossincome of$154,464,$163,783, adjusted by non-cash related expenses including depreciation of$1,378,$1,614, and thenincreasedecreased byfavorableunfavorable changes in working capital ofof $41,220.$185,953. Thefavorableunfavorable changes in working capital mainly resulted from an increase in accounts receivable of $372,088, an increase in prepaid expense and other receivables of $93,555, and an increase in inventory of $2,093, offset by an increase in accounts payable and accrued liabilities of $69,726, an increase in deferred revenue of $117,389, an increase in due to related party of$40,484.$86,243 and an increase in tax payable of $8,425.
Operating expenses weresee in full comparison$189,198$363,167 and$154,476$189,198 for20242025 and2023,2024, respectively, an increase of$34,722$173,969 or22.5%.92.0%. The increase was mainly due to the increase in general and administrative expenses,partlysellingoffsetandbymarketingtheexpenses,slight decrease inand professional fees. The increase in general andandadministrative expenses in20242025 was mainly due to the increase inrentpersonnel expense,personnellicenseexpense,and regulatory fee, and officeexpense.expense, partly offset by the decrease in travel, rent, and auto expenses.
During the year ended December 31,see in full comparison2024,2025, the Companyincurredhad a netlossincome of$96,437,$157,944, compared to a net loss of$154,464$96,437 during the year ended DecemberDecember31,2023,2024,aandecreaseincrease of$58,027 or 37.6%.$254,381. Thedecreaseincrease in netlossincome in20242025 was primarily due to the increase in gross profit as a result of the Chinese VIEsstartingramping up the operations to generaterevenue,more revenues,, partly offset bythe increase inhigher operatingexpenses.expenses and the loss from discontinued operations.
Full comparison: every changed paragraph (13)
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, Xuchang was deconsolidated from the Company’s consolidated financial statements starting in the second quarter of 2025 and Xuchang’s operating results prior to the deconsolidation was accounted for as discontinued operations.
We
have not yet generated sustained profits from our prior operations. Our independent accountants have expressed a “going concern”
opinion. As of December 31, 2024,2025, we had an accumulated deficit of $97,784,280$97,652,645 and a netnegative working capital deficit of $243,326.$11,622.
Revenue
was $837,753 in 2025 compared to $245,572 in 2024 compared to Nil in 2023.2024. The increase in revenue was mainly due to the consolidation of the Chinese VIEs under
common common
control which started generating revenue in the second quarter of 2024.2024 and has been ramping up the operations to generate more
revenues.
Cost of goods sold was $298,108 in 2025 compared to $152,675 in 2024 due to the increase in revenue.
Cost
of goods sold was $152,675 in 2024 compared to Nil in 2023 due to no revenue in the same period last year as explained above.
Operating
expenses were $189,198$363,167 and $154,476$189,198 for 20242025 and 2023,2024, respectively, an increase of $34,722$173,969 or 22.5%.92.0%. The increase was mainly due to
the increase in general and administrative expenses, partlyselling offsetand bymarketing theexpenses, slight decrease inand professional fees. The increase in general and
and administrative expenses in 20242025 was mainly due to the increase in rentpersonnel expense, personnellicense expense,and regulatory fee, and office expense.expense,
partly offset by the decrease in travel, rent, and auto expenses.
During
the year ended December 31, 2024,2025, the Company incurredhad a net lossincome of $96,437,$157,944, compared to a net loss of $154,464$96,437 during the year ended December
December 31, 2023,2024, aan decreaseincrease of $58,027 or 37.6%.$254,381. The decreaseincrease in net lossincome in 20242025 was primarily due to the increase in gross profit
as a result of
the Chinese VIEs startingramping up the operations to generate revenue,more revenues,, partly offset by the increase inhigher operating expenses.expenses and the loss from discontinued
operations.
For
the year ended December 31, 2024, net cash used in operating activities was $89,582. This was primarily due to the net loss of $96,437,
adjusted by non-cash related expenses including depreciation of $1,356, and 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, 2023,2025, net cash used in operating activities was $111,866.$28,440. This was primarily due to the net lossincome of $154,464,$163,783,
adjusted by non-cash related expenses including depreciation of $1,378,$1,614, and then increasedecreased by favorableunfavorable changes in working capital
of of
$41,220.$185,953. The favorableunfavorable changes in working capital mainly resulted from an increase in accounts receivable of $372,088, an increase
in prepaid expense and other receivables of $93,555, and an increase in inventory of $2,093, offset by an increase in accounts payable
and accrued liabilities of $69,726, an increase in deferred revenue of $117,389, an increase in due to related party of $40,484.$86,243 and an
increase in tax payable of $8,425.
For the year ended December 31, 2024, net cash used in operating activities was $89,582. This was primarily due to the net loss of $96,437, adjusted by non-cash related expenses including depreciation of $1,356, and then increase 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 receivable of $16,891.
For the year ended December 31, 2025, net cash used in investing activities was payment for deferred renovation of $12,519, and software development cost of $9,236.
We
neither generated nor used cash in investing activities during the year ended December 31, 2024 and 2023.2024.
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 incurreda net lossesincome of $96,437 and $154,464$157,944 for the year ended December 31, 20242025 and 2023,incurred net losses of $96,437 for the
year ended December 31, 2024, respectively,
and have a working capital deficit of $243,326$11,622 as of December 31, 2024, in addition to a stockholders’ deficit of $168,8022025, which
raise substantial
doubt about the Company’s ability to continue as a going concern.
What changed in the latest 10-Q
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Results of Operations for the Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025”
Largest changes
“Results of Operations for the Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025”see in full comparison
“The Company derives its revenues primarily from 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. Revenue is measured at the amount of consideration the Company expects to receive in exchange for the sale of our product, which occurs at a point in time, typically upon delivery to customers. …”see in full comparison
“Operating expenses were $233,491 in the six months ended June 30, 2026 compared to $134,256 in the same period last year, an increase of $99,235 or 73.91%. 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, 2026 was mainly due to the increase in personnel expense, and license and regulatory fee related to maintaining the public company, partly offset by the decrease in rent, and office expense.”see in full comparison
For thesee in full comparisonthreesix months endedMarchJune31,30, 2026, net cash used in operating activities was$3,420.$11,284. This was primarily due to the net loss of$94,471,$190,285, adjusted by non-cash related expenses of$2,088$13,925 which consisted primarily of depreciation and amortizationexpenses,expenses and amortization of lease ROU, and then decreased by favorable changes in working capital of$88,963.$165,076. The favorable changes in working capital mainly resulted from an increase in accounts payable and accrued liabilities of $89,925,211,947, an increase in due to related party of $14,127, a decrease in accounts receivable of$21,021, and an decrease in inventory of $6,771, partly offset by$20,507, a decrease in deferred expense of $2,345, a decrease in operating lease payment of $12,561, partly offset by an increase in inventory of $2,567, an increase in prepaid expense and other receivable of $26,820, a decrease in deferred revenue of$34,746,$32,577, and a decrease in tax payable of$10,803.$9,325.
“During the six months ended June 30, 2026, the Company had a net loss of $187,750, compared to a net income of $67,542 during the same period last year, a decrease of $255,292. The decrease in net income in the six months ended June 30, 2026 was primarily due to the decrease in gross profit as a result of the decline in Chinese VIEs revenue and higher operating expenses.”see in full comparison
“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.”see in full comparison
Full comparison: every changed paragraph (23)
We
have not yet generated sustained profits from our prior operations. Our independent accountants have expressed a “going concern”
opinion. As of MarchJune 31,30, 2026, we had an accumulated deficit of $97,745,991$97,840,395 and a net working capital deficit of $100,288.$174,082.
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.
UnderThe
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 stepfive-step model prescribed under ASUASC No. 2014-09606: (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.
The Company derives its revenues primarily from 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. Revenue is measured at the amount of consideration the Company expects to receive in exchange for the sale of our product, which occurs at a point in time, typically upon delivery to customers. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.
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 MarchJune 31,30, 2026 and December 31, 2025, respectively.
Results
of Operations for the Three Months Ended MarchJune 31,30, 2026 compared to the Three Months Ended MarchJune 31,30, 2025
Revenue
was $43,697$32,161 in the three months ended MarchJune 31,30, 2026 compared to $184,492$112,812 in the same period last year. The decrease in revenue was mainly
becausedue to the decline in Chinese VIEs revenue.
Cost
of goods sold was $21,712$10,695 in the three months ended MarchJune 31,30, 2026 compared to $71,780$17,252 in the same period last year due to the decrease
in revenue.
Operating
expenses were $116,552$116,939 in the three months ended MarchJune 31,30, 2026 compared to $69,582$57,676 in the same period last year, an increase of $46,970$59,263
or 40.3%.102.8%. The increase was mainly due to the increase in professional fees, general and administrative expenses and selling and marketing
expenses. The
increase in general and administrative expenses in the firstsecond quarter of 2026 was mainly due to the increase in personnel
expense, and
license and regulatory fee related to maintaining the public company, partly offset by the decrease in rent, and office
expense.
During
the three months ended MarchJune 31,30, 2026, the Company had a net loss of $94,567,$94,404, compared to a net income of $43,130$30,042 in the same period last
last year, a decrease of $137,697.$124,446. The decrease in net income in the firstsecond quarter of 2026 was primarily due to the decrease in gross profit
profit as a result of the decline in Chinese VIEs revenue and higher operating expenses.
Results of Operations for the Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025
Revenue was $75,858 in the six months ended June 30, 2026 compared to $353,877 in the same period last year. The decrease in revenue was mainly due to the decline in Chinese VIEs revenue.
Cost of goods sold was $32,407 in the six months ended June 30, 2026 compared to $141,599 in the same period last year due to the decrease in revenue.
Operating expenses were $233,491 in the six months ended June 30, 2026 compared to $134,256 in the same period last year, an increase of $99,235 or 73.91%. 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, 2026 was mainly due to the increase in personnel expense, and license and regulatory fee related to maintaining the public company, partly offset by the decrease in rent, and office expense.
During the six months ended June 30, 2026, the Company had a net loss of $187,750, compared to a net income of $67,542 during the same period last year, a decrease of $255,292. The decrease in net income in the six months ended June 30, 2026 was primarily due to the decrease in gross profit as a result of the decline in Chinese VIEs revenue and higher operating expenses.
As
of MarchJune 31,30, 2026 and December 31, 2025, we had a cash balance of $6,444$13,365 and $16,747 respectively. During the threesix months ended MarchJune 30,
31, 2026 and 2025, the company’s operations are primarily funded by the Company’s CEO and major shareholder and the minority
owners of the Chinese VIEs.
For
the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $3,420.$11,284. This was primarily due to the net loss of $94,471,$190,285,
adjusted by non-cash related expenses of $2,088$13,925 which consisted primarily of depreciation and amortization expenses,expenses and amortization
of lease ROU, and then decreased
by favorable changes in working capital of $88,963.$165,076. The favorable changes in working capital mainly
resulted from an increase in accounts
payable and accrued liabilities of $ 89,925,211,947, an increase in due to related party of $14,127, a
decrease in accounts receivable of $21,021,
and an decrease in inventory of $6,771, partly offset by$20,507, a decrease in deferred expense of $2,345, a decrease in operating lease payment of $12,561,
partly offset by an increase in inventory of $2,567, an increase in prepaid expense and other receivable of $26,820, a decrease in deferred
revenue of $34,746,$32,577, and a decrease in tax payable of
$10,803. $9,325.
For
the threesix months ended MarchJune 31,30, 2025, net cash used in operating activities was $13,234.$1,905. This was primarily due to the net income of $67,036,
$37,357, adjusted by non-cash related expenses including depreciation of $335,$359, and then decreased by unfavorable changes in working capital of
of $48,905.$67,273. The unfavorable changes in working capital mainly resulted from an increase in accounts receivable of $36,483, an increase
in inventory of $17,690,$93,161, and an increase
in prepaid expense and other receivable of $37,912,$60,118, partly offset by an increase in deferred revenue of $40,444, an increase in accounts
payable payable
and accrued liabilities of $40,720,$15,982, and an increase in due to related party of $2,461.$22,571.
For
the threesix months ended MarchJune 31,30, 2026, net cash used in investing activities was developing spending of $7,079$7,140 on software.
We
neither generated nor used cash in investing activities during the threesix months ended MarchJune 31,30, 2025.
For the six months ended June 30, 2026, net cash provided by financing activities was proceed from capital contribution of $14,572.
We
neither generated nor used cash in financing activities during the threesix months ended MarchJune 31, 2026 and30, 2025.
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 loss of $94,471$187,750 for the threesix months ended MarchJune 31,30, 2026 and a net income of $37,357$67,542 for the threesix months
months ended MarchJune 31,30, 2025, and had a working capital deficit of $100,288$174,082 as of MarchJune 31,30, 2026, which raise substantial doubt about
the Company’s
ability to continue as a going concern.
HGYN insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding HGYN (13F)
None of the 59 investors we track reported a position in their latest 13F.