WYGC 10-K & 10-Q changes, risk factors and insider trading
Wenyuan Group Corp. · OTC · Services-Management Consulting Services · CIK 723533 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
No wording changes found in this section (only numbers or dates changed in 1 paragraph).
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“Management’s plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve its business profitability, its ability to generate sufficient cash flow from its operations and execute the business plan of the Company in order to meet its operating needs on a timely basis. However, there can be no assurance that these plans and arrangements will be sufficient to fund the Company’s ongoing capital expenditures and other requirements.”see in full comparison
“During the year ended on December 31, 2024, the Company generated $nil of revenue from its consulting services compared to $15,004 for the year in 2023. As of June 30, 2023, the Company has terminated the consulting agreements with Linhai Dingji Auto Service Co., Ltd (China) (“Linhai Dingji”) and Yunnan Yusu Import and Export Trading Co., Ltd (China) (“Yunnan Yusu”) due to the Company’s business strategy shifting. The Company generated $nil in revenue from online product sales for the year ended December 31, 2024, compared to $6,082 online product sales in 2023.”see in full comparison
“The Company’s future success is dependent upon its ability to acquire or expand businesses with profitable operations, generate cash from operating activities and obtain additional financing. The Company intends to raise funds from the issuance of equity and/or debt securities, but there is no assurance that additional funds from the issuance of equity will be available for the Company to finance its operations on acceptable terms, or at all. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.”see in full comparison
“Cost of offline sales was $38,789 for the year ended December 31, 2025, compared to $39,140 in 2024. Gross margin for offline sales turned negative in 2025, primarily due to strategic sales of slow-moving and aged inventory to related parties. These transactions were executed at prices below historical cost to facilitate inventory clearance and were not conducted on an arm’s-length basis, resulting in a contraction of gross profit compared to the positive margins realized in 2024.”see in full comparison
On March 3, 2023, Hangzhou Wenyuan established a new subsidiary, Hangzhou Wenyuan Internet Technology Co., Ltd. (“HWIT”) (fka. Huzhou Wohong Fishery Co., Ltd. or “HWF”), to operate the aquacultural breeding, wholesale and retail of aquaculture products and etc. During the year ended December 31,see in full comparison2023, the Company generated $2,050,313 of revenue from its aquaculture product sales through HWF compared to $nil revenue for the year ended December 31, 2024. The aquaculture product sales through HWF was an important source of revenue for the Company in the year 2023. However,2024, due to the change of the economic situation and the sales of aquacultural products is not as expected, our management intended to change its operations.Subsequently onOn March 27, 2024, the Company entered into an agreement with a counterparty to sell certain assets and liabilities of HWF. HWF has been identified as discontinued operations in the accompanying consolidatedconsolidatedfinancial statements. Net income (loss) from discontinued operations for 2024andwas2023 were $6,532 and ($3,906), respectively.$6,532.
“For the year ended December 31, 2025, our operating expense amounts to $640,735, as compared to $869,575 for the year ended December 31, 2024, a decrease of $228,840. The decrease was mainly due to the decreased professional fees and share-based compensation.”see in full comparison
Full comparison: every changed paragraph (11)
On
March 3, 2023, Hangzhou Wenyuan established a new subsidiary, Hangzhou Wenyuan Internet Technology Co., Ltd. (“HWIT”) (fka.
Huzhou Wohong Fishery Co., Ltd. or “HWF”), to operate the aquacultural breeding, wholesale and retail of aquaculture products
and etc. During the year ended December 31, 2023, the Company generated $2,050,313 of revenue from its aquaculture product sales through
HWF compared to $nil revenue for the year ended December 31, 2024. The aquaculture product sales through HWF was an important source
of revenue for the Company in the year 2023. However,2024, due to the change of the economic situation and the sales of aquacultural products
is not as expected, our management intended to change its operations. Subsequently onOn March 27, 2024, the Company entered into an agreement
with a
counterparty to sell certain assets and liabilities of HWF. HWF has been identified as discontinued operations in the accompanying consolidated
consolidated financial statements. Net income (loss) from discontinued operations for 2024 andwas 2023 were $6,532 and ($3,906), respectively.$6,532.
During
the year ended on December 31, 2024, the Company generated $nil of revenue from its consulting services compared to $15,004 for the year
in 2023. As of June 30, 2023, the Company has terminated the consulting agreements with Linhai Dingji Auto Service Co., Ltd (China) (“Linhai
Dingji”) and Yunnan Yusu Import and Export Trading Co., Ltd (China) (“Yunnan Yusu”) due to the Company’s business
strategy shifting. The Company generated $nil in revenue from online product sales for the year ended December 31, 2024, compared to
$6,082 online product sales in 2023.
During
the year ended December 31, 2024,2025, the Company generated $60,285$24,627 in revenue from offline product sales includingfrom a related partyparty, sales,and
and these sales consisted of cultural and health products, as compared to $nil$60,285 offline product sales in 2023.2024. This newly added business
ofThe cultural and health
product has becomebecame a new driving force for the Company’s revenue growth in 2024.2024 and continued in 2025.
Cost of offline sales was $38,789 for the year ended December 31, 2025, compared to $39,140 in 2024. Gross margin for offline sales turned negative in 2025, primarily due to strategic sales of slow-moving and aged inventory to related parties. These transactions were executed at prices below historical cost to facilitate inventory clearance and were not conducted on an arm’s-length basis, resulting in a contraction of gross profit compared to the positive margins realized in 2024.
For the year ended December 31, 2025, our operating expense amounts to $640,735, as compared to $869,575 for the year ended December 31, 2024, a decrease of $228,840. The decrease was mainly due to the decreased professional fees and share-based compensation.
For
the year ended December 31, 2024, our operating expense amounts to $869,575, as compared to $1,033,085 for the year ended December 31,
2023, a decrease of $163,510. The decrease was mainly due to the decreased professional fees.
Including
loss from discontinued operations, the net loss was $1,171,498$639,043 and $1,026,458$1,171,498 for the years ended December 31, 20242025 and 2023,2024, respectively.
The increasedecrease in net loss in the current year was mainly due to the increaseddecreased litigation loss which was partially offset byloss, decreased
expenses of selling, general
and administrative and professional.
The
Company had total assets in the amount of $415,573$74,556 and $843,723$415,573 as of December 31, 20242025 and December 31, 2023,2024, respectively.
During
the year ended December 31, 2024,2025, the Company had cash used in operating activities in the amount of $453,516$197,571 comparing to $338,609$453,516 in
the prior year. The change in cash used in operating activities is mainly due to the increasedecrease in operations. The cash provided by financing
activities increaseddecreased to $510,570$169,948 in the current year comparing to the prior year of $293,640.$510,570. The increasedecrease is mainly due to the increaseddecreased
issuance of common shares for cash.
The Company’s future success is dependent upon its ability to acquire or expand businesses with profitable operations, generate cash from operating activities and obtain additional financing. The Company intends to raise funds from the issuance of equity and/or debt securities, but there is no assurance that additional funds from the issuance of equity will be available for the Company to finance its operations on acceptable terms, or at all. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Management’s
plan to alleviate the substantial doubt about the Company’s ability to continue as a going concern include attempting to improve
its business profitability, its ability to generate sufficient cash flow from its operations and execute the business plan of the Company
in order to meet its operating needs on a timely basis. However, there can be no assurance that these plans and arrangements will be
sufficient to fund the Company’s ongoing capital expenditures and other requirements.
What changed in the latest 10-Q
Risk Factors
As a “smaller reporting company”, we are not required to provide this information under this item pursuant to Regulation S-K.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Discontinued Operations – Aquacultural product sales”
Removed heading “Cost of Revenues”
Removed heading “Results of operation for the nine months ended September 30, 2025 and 2024”
Removed heading “Cost of Revenues”
Removed heading “Operating Expense”
Largest changes
“Results of operation for the nine months ended September 30, 2025 and 2024”see in full comparison
“On March 3, 2023, Hangzhou Wenyuan established a new subsidiary, Huzhou Wohong Fishery Co., Ltd. (“HWF”), to operate the aquacultural breeding, wholesale and retail of aquaculture products and etc. The aquacultural product sales was an important source of revenue for the Company in the year 2023. However, due to the changes in the economic situation and lower-than-expected sales of aquacultural products, our management decided to alter its operations. On March 27, 2024, HWF entered into an agreement with a counterparty to sell certain assets and liabilities of HWF. …”see in full comparison
Full comparison: every changed paragraph (22)
Wenyuan
Group Corp. (the “Company”), was originally incorporated as Expertelligence, Inc in the State of California on March 31,
1980 1980
and reincorporated in the State of Nevada on November 17, 2005. On January 23, 2017, after a series of various name changes, the
Company Company
amended its Articles of Incorporation (“Charter Amendment”) to affect its name change of Longwen Group Corp with
trading trading
symbol of “LWLW”. On April 23, 2024, pursuant to the Company’s majority shareholder consent and board approval
dated dated
on April 5, 2024, the Company amended its Article of Incorporation with Nevada State and changed its name to Wenyuan Group Corp.
On January
21, 2025, pursuant to a review by the Financial Industry Regulatory Authority (“FINRA”), the Company’s name
was officially
changed to Wenyuan Group Corp. with the OTC Markets, and the Company’s stock symbol was changed to “WYGC”
on the same
date.
Results
of operation for the three months ended SeptemberMarch 30,31, 20252026 and 20242025
Discontinued
Operations – Aquacultural product sales
On
March 3, 2023, Hangzhou Wenyuan established a new subsidiary, Huzhou Wohong Fishery Co., Ltd. (“HWF”), to operate the aquacultural
breeding, wholesale and retail of aquaculture products and etc. The aquacultural product sales was an important source of revenue for
the Company in the year 2023. However, due to the changes in the economic situation and lower-than-expected sales of aquacultural products,
our management decided to alter its operations. On March 27, 2024, HWF entered into an agreement with a counterparty to sell certain
assets and liabilities of HWF. Consequently, HWF was identified as discontinued operations with aquacultural product sales in the accompanying
unaudited condensed consolidated financial statements. Net income from discontinued operations for the nine months ended September 30,
2025 and 2024 amounted to $nil and $6,532, respectively.
During the three months ended March 31, 2026, the Company did not generate any revenue due to the market demand decrease, as compared to $Nil revenue in the same period of 2025.
Beginning
in the first quarter of 2024, the Company commenced sales of cultural and health products through its subsidiary, HWAC. For the three
months ended on September 30, 2024, the Company generated $11,263 in revenue from offline product sales, including transactions with
related parties. These sales were comprised of cultural and health product. During the three months ended September 30, 2025, the Company
did not generate revenue from offline product sales due to a decline in market demand. Management anticipates a gradual recovery in the
sales of cultural and health products beginning in September 2025. In the meantime, the Company is actively exploring additional profitable
business segments to support future growth.
Cost
of Revenues
For
the three months ended September 30, 2025, our cost of revenues for offline product sales amounted to $Nil as compared to $6,014 for
the three months ended September 30, 2024, a decrease of $6,014. The decrease was primarily due to our offline product sales decreased.
For
the three months ended SeptemberMarch 30,31, 2025,2026, our operating expense amounts to $74,827,$63,416, as compared to $91,696$83,988 for the three months ended March
September31, 30, 2024,2025, a decrease of $16,869.$20,572. The decrease was mainly due to the decreased in professionalselling, general and administrative expenses.
During
the three months ended SeptemberMarch 30,31, 20252026 and 2024,2025, the Company incurred selling, general and administrative expenses of $56,727$45,416 and $65,988,
$46,491, respectively. The SG&A cost increaseddecreased mainly due to additionalless office expensesactivities during current quarter.
The
net loss was $74,823$63,674 and $84,985$85,960 for the three months ended on SeptemberMarch 30,31, 20252026 and 2024,2025, respectively. The decrease in net loss in the
the current quarter was mainly due to the decreased professionalgeneral and administrative expenses.
Results
of operation for the nine months ended September 30, 2025 and 2024
Revenue
For
the nine months ended on September 30, 2024, the Company generated $67,968 in revenue from offline product sales, including transactions
with related parties. These sales were comprised of cultural and health product. During the nine months ended September 30, 2025, the
Company did not generate revenue from offline product sales due to a decline in market demand.
Cost
of Revenues
For
the nine months ended September 30, 2025, our cost of revenues for offline product sales amounted to $Nil as compared to $40,048 for
the nine months ended September 30, 2024, a decrease of $40,048. The decrease was primarily attributable to our offline product sales
decreased.
Operating
Expense
For
the nine months ended September 30, 2025, our operating expense amounts to $237,207, as compared to $913,805 for the nine months ended
September 30, 2024, a decrease of $676,598. The decrease was mainly due to the decreased in share-based compensation.
During
the nine months ended September 30, 2025 and 2024, the Company incurred selling, general and administrative expenses of $191,104 and
$215,150, respectively. The SG&A cost was comparable to the prior period.
Net
Loss
The
net loss was $239,602 and $882,004 for the nine months ended on September 30, 2025 and 2024, respectively. The decrease in net loss in
the current quarter was mainly due to the decreased expenses in share-based compensation.
As
of SeptemberMarch 30,31, 20252026 and December 31, 2024,2025, we had an accumulated deficit of $21,465,393$21,928,508 and $21,225,791,$21,864,834, respectively. As of SeptemberMarch 31,
30, 2025,2026, we had cash of $7,608$151 and a working capital deficit of $305,645.$104,718. As of December 31, 2024,2025, we had cash of $27,208$144 and a working capital
capital deficit of $184,093.$40,870. The increase in the working capital deficit was primarily due to cash used in operating activities.
WYGC 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 WYGC (13F)
None of the 59 investors we track reported a position in their latest 13F.