yinfu_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

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

Commission File Number: 333-152242

Yinfu Gold Corporation

(Exact name of registrant as specified in its charter)

Wyoming

20-8531222

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

Suite 1608, Foreign Trade Group Mansion, Dongmen Street, Luohu District, Shenzhen, China 518000

(Address of principal executive offices)

(86)755-8316-0998

(Registrant’s telephone number, including area code)

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

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

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

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

Title of each class

Trading

Symbol(s)

Name of each exchange on

which registered

Common stock, par value $0.001 per share

ELRE

OTC Market

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 4, 2026, the Company had 121,983,993 shares of common stock outstanding.

YINFU GOLD CORPORATION

Quarterly Report on Form 10-Q

For the Period Ended June 30, 2026

FORWARD-LOOKING STATEMENTS

This Form 10-Q for the period ended June 30, 2026 contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this document include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve assumptions, risks and uncertainties regarding, among others, the success of our business plan, availability of funds, government regulations, operating costs, our ability to achieve significant revenues, our business model and products and other factors. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. In evaluating these statements, you should consider various factors, including the assumptions, risks and uncertainties set forth in reports and other documents we have filed with or furnished to the SEC. These factors or any of them may cause our actual results to differ materially from any forward-looking statement made in this document. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. The forward-looking statements in this document are made as of the date of this document and we do not intend or undertake to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

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TABLE OF CONTENT

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 4.	Controls and Procedures	22

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
Index to Exhibits		26

SIGNATURES		27

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

YINFU GOLD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			March 31,
	2026			2026

ASSETS

Current Assets
Cash and cash equivalents	$	2,720		$	822
Other receivables		13,536			13,465
Total current Assets		16,256			14,287
Non-current assets
Operating lease right of use asset, net		3,040			3,396
Total non-current assets		3,040			3,396
Total Assets		19,296			17,683

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities
Short-term loan - related party		296,569			292,333
Operating lease liabilities - current		2,649			2,604
Due to related party		114,981			105,902
Other payable		287,066			249,374
Total Current Liabilities		701,265			650,213
Non-current liabilities
Operating lease liabilities - noncurrent		2,066			2,643
Total Non-current Liabilities		2,066			2,643
Total Liabilities		703,331			652,856

Stockholders' Deficit
Common stock, ($0.001 par value, 3,000,000,000 shares authorized, 121,983,993 shares issued and outstanding as of June 30, 2026 and March 31, 2026)		121,984			121,984
Additional paid-in capital		2,111,696			2,111,696
Accumulated deficit		(2,968,125	)		(2,939,632	)
Accumulated other comprehensive income		50,410			70,779
Total Stockholders' Deficit		(684,035	)		(635,173	)
Total Liabilities and Stockholders' Deficit	$	19,296		$	17,683

See Notes to the Unaudited Condensed Consolidated Financial Statements.

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YINFU GOLD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For Three Months Ended June 30,
	2026			2025

Revenue, net	$	-			-
Total revenue		-			-
Cost of revenue		-			-
Gross profit		-			-

OPERATING EXPENSES:
General and administrative		25,988			20,438
Professional fees		6,747			10,219
Total operating expenses		32,735			30,657

Net loss from operations		(32,735	)		(30,657	)

Other Income and (Expense)
Other income		5,950			8,297
Total other income		5,950			8,297

Net loss before income taxes		(26,785	)		(22,360	)

Income taxes expense		(1,708	)		-
Net loss		(28,493	)		(22,360	)

Comprehensive loss
Other comprehensive loss		(20,369	)		(5,332	)
Total comprehensive loss	$	(48,862	)		(27,692	)

Basic and diluted loss per common share		(0.00	)		(0.00	)

Weighted average number of common shares outstanding - basic and diluted		121,983,993			121,983,993

See Notes to the Unaudited Condensed Consolidated Financial Statements.

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YINFU GOLD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

	Common Stock				Additional					Accumulated other
	Number of shares		Par value		paid-in capital		Accumulated Deficit			comprehensive loss			Total

For three months ended June 30, 2025
Balance as of March 31,2025		121,983,993		121,984		2,111,696		(2,808,570	)		79,874			(495,016	)
Net loss		-		-		-		(22,360	)		-			(22,360	)
Foreign currency translation adjustment		-		-		-		-			(5,332	)		(5,332	)
Balance as of June 30,2025		121,983,993	$	121,984	$	2,111,696	$	(2,830,930	)	$	74,542		$	(522,708	)

For three months ended June 30, 2026
Balance as of March 31,2026		121,983,993		121,984		2,111,696		(2,939,632	)		70,779			(635,173	)
Net loss		-		-		-		(28,493	)		-			(28,493	)
Foreign currency translation adjustment		-		-		-		-			(20,369	)		(20,369	)
Balance as of June 30,2026		121,983,993	$	121,984	$	2,111,696	$	(2,968,125	)	$	50,410		$	(684,035	)

See Notes to the Unaudited Condensed Consolidated Financial Statements.

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YINFU GOLD CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For Three Months Ended June 30,
	2026			2025
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES
Net loss	$	(28,493	)	$	(22,360	)
Adjustments to reconcile net income to net cash provided by operating activities
Amortization of right-of-use asset		414			867
Changes in assets and liabilities:
Other receivables		160			(404	)
Other payable		34,169			3,371
Advance from related party		-			(8,297	)
Operating lease liability		(621	)		(1,080	)
Wage payable to related party		15,000			10,000
Net cash provided by (used in) operating activities	$	20,629		$	(17,903	)

CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities	$	-		$	-

CASH FLOWS (FOR) FROM FINANCING ACTIVITIES
Advance to related party		(23,507	)		-
Repayment to related parties		(23,244	)		-
Proceeds from related parties		40,385			18,009
Net cash (used in) provided by financing activities	$	(6,366	)	$	18,009

Effect on changes in foreign exchange rate		(12,365	)		4
Net increase in cash and cash equivalents		1,898			110
Cash and cash equivalents, beginning of period		822			440
Cash and cash equivalents, end of period	$	2,720		$	550

Supplemental Non-Cash Information:
Offset of due from related party against due to related party		23,507			-

Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See Notes to the Unaudited Consolidated Financial Statements.

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YINFU GOLD CORPORATION

Notes to the Condensed Consolidated Financial Statements

June 30, 2026

(Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Yinfu Gold Corporation (the “Company”) is a Wyoming corporation incorporated on September 1, 2005 under the name Ace Lock and Security, Inc. with a fiscal year end of March 31. On March 5, 2007, the Company filed a Certificate of Amendment with the Wyoming Secretary of State to change the name to Element92 Resources Corp. and increased the authorized capital to 1,000,000,000 common shares. On August 16, 2010 the Company filed an amendment with the State of Wyoming changing its name from Element92 Resources Corp. to Yinfu Gold Corporation and on November 18, 2010, the Company received a notification from the Financial Industry Regulatory Authority (“FINRA”) that the Company’s change of name to Yinfu Gold Corporation was posted as effective with FINRA. The Company was established as an exploration stage company engaged in the search for commercially viable minerals.

The Company no longer pursues opportunities related to the exploration of minerals. The name changed signified that the Company has commenced working toward a major change in our business plan and business model.

Effective November 20, 2014, the Company executed a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares and assets of China Enterprise Overseas Investment & Finance Group Limited (“CEI”), a British Virgin Islands corporation. Pursuant to the Agreement, the Company has agreed to issue 1,599,982 restricted common shares of the Company to the owners of CEI.

Pursuant to the Agreement, on or before January 1, 2015, CEI was to deliver to the Company, duly authorized, properly and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of CEI and its assets, specifically detailing the assets and an asset valuation by a third-party valuator. The valuation report was received by the Company on January 28, 2015.

Additionally, the Agreement stated that both parties agreed that all shares issued, pursuant to the terms and conditions of the agreement, were to be issued as soon as practicable following the signing of the agreement, but all shares so issued were to be held in escrow until all terms and conditions are met.

The various terms and conditions of the Agreement were fulfilled on January 28, 2015, therefore, the share certificates representing the shares have been issued in the names of the CEI shareholders and the Agreement between the Company and CEI was closed on January 28, 2015.

On April 11, 2017, the Company acquired Yinfu Gold International Holdings Limited (“HK”), a company incorporated in Hong Kong, and HK’s subsidiary, Yinfu International Holdings Limited (“WOFE”), a wholly owned foreign enterprise incorporated in the People’s Republic of China. The acquired entities are owned by the Company’s management; therefore, the transaction has been accounted for as a business combination under common control in accordance to ASC-805-30-5, in which the assets and liabilities of HK and WOFE have been presented at their carrying values at the date of the transaction.

On February 10, 2023, the Board of Directors of the Company, formally confirmed and approved to raise proceeds in cash from non-public issue of common shares. According to the Resolutions, the Company raised proceeds of US$120,000, with par value of US$0.001 each, and issue 120,000,000 shares (the lock-up period is 1 years) to the targeted subscribers.

On February 14, 2023, the Company entered into Subscription Agreements for Placement of Shares with the seven targeted subscribers pursuant to the above Resolutions. As of the filling date, the Company received the proceeds of $120,000 as working capital. These common shares became effective from February 22, 2023.

The Company devote substantial efforts to enter into new-emerging application industries of Internet Technology, Artificial Intelligence (AI) and the Internet of Things (IOT). However, the planned principal operations have not yet commenced.

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NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States and presented in US dollars.

Principles of Consolidation

The accompanying consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation.

The following diagram illustrates the current group structure:

	Yinfu Gold Corporation incorporated in Wyoming, USA on September 1, 2005

		100%

	Yinfu Group International Holdings Limited (“HK”) incorporated in Hong Kong on September 20, 2016

		100%

	Yinfu International Holdings Limited (“WOFE”) incorporated in Shenzhen PRC on December 14, 2016

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period and accompanying notes, including but not limited to, operating lease right-of-use assets, and operating lease liabilities.

Management bases the estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from these estimates.

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Foreign Currency Translation and Re-measurement

In accordance with ASC 830, “Foreign Currency Matters”, the Company’s foreign operations whose functional currency is not the U.S. dollar, the assets and liabilities are translated into U.S. dollars at period end exchange rates. Resulting translation adjustments are reflected as other comprehensive income (loss) in stockholders’ equity. Revenue and expenses are translated at average exchange rates for the period. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are charged to operations as incurred. The Company had foreign currency translations loss of $8,009 and $5,332 for the three months ended June 30, 2026 and 2025 respectively.

Concentrations of Credit Risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

Financial Instruments

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

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Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2026. The carrying values of our financial instruments, including, cash and cash equivalents; accounts payable and accrued expenses; and loans and notes payable approximate their fair values due to the short-term maturities of these financial instruments.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

Other receivables

Other receivables represent non-trade monetary assets arising from incidental business activities, excluding trade accounts receivable generated from core sales of goods and services.

Receivables due within 12 months from the balance sheet date are classified as current assets; accounts recoverable beyond one year are presented as non-current other receivables separately.

Expected credit loss

The Company adopted ASU 2016-13 Financial Instruments — Credit Losses (ASC Topic 326): Measurement of Credit Losses on Financial Instruments, which replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under CECL is applicable to financial assets measured at amortized cost, including other receivables. After the Company’s assessment of CECL, no material difference was found comparing to the amount recorded in accordance with the previous method.

Other payable

Other payable represent non-trade financial liabilities arising from daily operations, excluding trade accounts payable generated from purchasing core goods and services.

Liabilities due within 12 months after balance sheet date are classified as current other payable; obligations payable beyond one year are separately presented as non-current other payable.

Additional paid-in capital

Additional paid-in capital (APIC, also referred to as paid-in capital in excess of par value) is a component of stockholders’ equity, representing cumulative capital contributions from shareholders exceeding the par/stated value of issued equity securities, plus other equity adjustments stipulated under U.S. GAAP.

Items recorded in APIC include but not limited to: (1) stock issuance premiums; (2) share-based compensation reserves; (3) gain/loss from the forgiveness of debt by the Senior Management; etc.

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Accumulated other comprehensive income

Accumulated other comprehensive income (AOCI) is a separate component of consolidated equity, accumulating all other comprehensive income (OCI) items recognized outside net income over reporting periods. Other comprehensive income comprises revenues, expense, gains and losses that U.S. GAAP requires to bypass the income statement and be recorded directly in equity, until reclassified into profit or loss upon specific triggering events.

The Company’s AOCI refers to the Foreign currency translation adjustments arising from translating financial statements of foreign subsidiaries with functional currencies different from the Company’s reporting currency.

Income Taxes, Deferred Income Taxes and Valuation Allowance

The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. For the three months ended June 30, 2026 and 2025, since the Company has not generated any net income, no provision was made for income taxes. Further, full valuation allowance has been recognized against deferred tax assets as at June 30, 2026 and 2025.

Net Loss Per Share of Common Stock

The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

The following table sets forth the computation of basic earnings (loss) per share, for the three months ended June 30, 2026 and 2025:

	Three Months Ended June 30,
	2026			2025
Net loss	$	(28,493	)	$	(22,360	)
Weighted average common shares outstanding (basic and diluted)		121,983,993			121,983,993
Net loss per common share, basic and diluted	$	(0.00	)	$	(0.00	)

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Commitments and Contingencies

The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, as well as other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of June 30, 2026 and March 31, 2026.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Related Parties

In general, related parties exist when there is a relationship that offers the potential for transactions at less than arm’s-length, favorable treatment, or the ability to influence the outcome of events different from that which might result in the absence of that relationship. A related party may be any of the followings: a) affiliate, a party that directly or indirectly controls, is controlled by, or is under common control with another party; b) principle owner, the owner of record or known beneficial owner of more than 10% of the voting interest of an entity; c) management, persons having responsibility for achieving objectives of the entity and requisite authority to make decision; d) immediate family of management or principal owners; e) a parent company and its subsidiaries; f) other parties that has ability to significant influence the management or operating policies of the entity.

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. According to the standard, financial statements are required to disclose material related-party transactions other than compensation arrangements, expense allowances, or other similar items that occur in the ordinary course of business. A related party is essentially any party that controls or can significantly influence the management or operating policies of the company to the extent that the company may be prevented from fully pursuing its own interests. Related parties include affiliates, investees accounted for by the equity method, trusts for the benefit of employees, principal owners, management, and immediate family members of owners or management. Transactions with related parties must be disclosed even if there is no accounting recognition made for such transactions (e.g., a service is performed without payment).

Revenue Recognition

The Company adopted ASU 2014-09, Topic 606 on April 1, 2018, using the modified retrospective method. ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

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Segment reporting

The Company follows ASC 280, “Segment Reporting”, which requires disclosures based on how management organizes the Company to make operating decisions and assess performance. The Company has determined that it operates as a single reportable segment.

The Company's Chief Executive Officer has been identified as the Chief Operating Decision Maker ("CODM"). As the Company's underlying operations and cost structures are highly integrated, the CODM evaluates performance and allocates resources based on consolidated financial information. Accordingly, the Company has determined that it operates as a single reportable segment.

In evaluating the Company's single operating segment's performance, the CODM is regularly provided with certain significant consolidated expenses. These primarily consist of general and administrative expenses and professional fees. These costs represent significant segment expenses and are reported directly on the consolidated statements of operations. Other segment items include other income, other expenses and income tax expense.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)”. The amendments in this update intend to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, selling, general and administrative expenses, and research and development). ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact from the adoption of this ASU on its financial statements.

In December 2025, the FASB issued ASU 2025-11, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update requires enhanced disclosures about reportable segments, including the disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included in the measure of segment profit or loss. The amendments also require entities to disclose additional information about how the CODM uses reported measures to assess segment performance and allocate resources. These requirements apply to entities with a single reportable segment as well. The amendments in ASU 2025-11 are effective for public business entities for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. The Company expects that the adoption of this guidance will primarily affect its disclosures and will not have a material impact on its consolidated financial position, results of operations, or cash flows.

Management has considered all other recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

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NOTE 3 - GOING CONCERN

The Company’s financial statements are prepared using accounting principles generally accepted in the United States applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established an on-going source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

As of June 30, 2026, the Company had an accumulated deficit of $2,968,125, and net loss of $28,493 for the three months ended June 30, 2026. As of March 31, 2026, the Company had an accumulated deficit of $2,939,632 and reported net loss of $22,360 for the three months ended June 30, 2025. Losses have principally occurred as a result of the substantial resources required for the operating of the two wholly owned subsidiaries. These factors raise substantial doubt about its ability to continue as a going concern.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 - OTHER PAYABLE

The breakdown is presented as follows.

	June 30, 2026		March 31, 2026
Salary payable	$	155,079	$	160,562
Rent payable		27,817		35,593
Professional fee payable		16,465		30,863
Borrowing from third parties		78,134		16,718
Others		9,571		5,638
	$	287,066	$	249,374

In November 2025, the Company borrowed $16,718 from a third party individual with one-year period, and without interest.

In May and June 2026, the Company borrowed a total of $61,426 from Zhan Chenhao, a third party individual of the Company, without interest and repayment on demand.

NOTE 5-STOCKHOLDERS’EQUITY (DEFICIT)

Common Stock

The Company is authorized to issue 3,000,000,000 shares of common stock.

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The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

As of June 30, 2026 and March 31, 2026, the Company has 121,983,993 shares of common stock issued and outstanding.

Additional paid-in capital

Mr. Jiang Libin is the former President and a director of the Company. On March 31, 2025, the Company entered an agreement with Mr. Jiang, Libin, the former President and CEO of the Company, accepting Mr. Jiang, Libin’s forgiveness of debt in the total amount of $2,103,762, including loans of $1,553,641 and salary payable of $550,121. both of which were recorded as additional paid-in capital.

As of June 30, 2026 and March 31, 2026, the Company has additional paid-in capital of $2,111,696 and $2,111,696 respectively.

NOTE 6 – SHORT-TERM LOAN – RELATED PARTIES

The following is a list of related parties which the Company had transactions with during the three months ended June 30, 2026 and 2025:

	Name	Relationship
(a)	Mr. Zhang Hong	President, Director, Chairman of the Board, Chief Executive Officer, Chief Finance Officer, Secretary and Treasurer.
(b)	Ms. Wu Fengqun	The former major shareholder currently holds 0.15% of the Company's outstanding shares and is considered a related party due to its continued significant influence over certain business operations of the Company.
(c)	Ms. Huang Jing	The former legal representative of Huizhou Branch currently holds 0.14% of the Company's outstanding shares and is considered a related party due to its continued significant influence over certain business operations of the Company.
(d)	Shenzhen Qianhai Yinfu Min'an Financial Services Co., Ltd	Ms. Wu Fengqun serves as the legal representative of this Company.
(e)	Shenzhen Yinfu Guohui Sports Development Co., Ltd.	A company controlled by Mr. Jiang Libin, the former CEO of the Company

Short-term loan of $296,569 consists of two loans from Ms. Wu Fengqun, one loan from Ms Huang Jing, and one loan from Shenzhen Qianhai Yinfu Min'an Financial Services Co., Ltd.

The two loans from Ms. Wu Fengqun, the former major shareholder of the Company, are $166,732 in total, which consists of loan in the amount of $122,815 (RMB834,673), annual fixed interest of $100, and loan in the amount of $43,917 (HKD344,345), annual fixed interest of $50. These two loans were extended to mature on March 31, 2027 without interest.

Short-term loan of $104,823 (RMB712,400) refers to the loan from Ms. Huang Jing, a related party of the Company. The loan matures on March 31, 2027 without interest.

Short-term loan of $25,014 (RMB170,000) refers to the loan from Shenzhen Qianhai Yinfu Min'an Financial Services Co., Ltd, a related party of the Company due to the fact that Ms. Wu Fengqun serves as the legal representative of Shenzhen Qianhai Yinfu Min'an Financial Services Co., Ltd.

As of June 30, 2026 and March 31, 2026, short-term loan – related parties outstanding was $296,569 and $292,333 respectively.

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NOTE 7 – LEASES

The Company has a lease agreement for its office space for the period from March 1, 2025 to April 30, 2028.

The Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for this lease based primarily on its lease term in PRC which is approximately 3.10% per annum (2025: 4.75%).

The Company has elected to not recognize lease assets and liabilities for lease with a term less than twelve months.

Operating lease expenses were $454 and $867 for the three months ended June 30, 2026 and 2025, respectively.

The undiscounted future minimum lease payment schedule as follows:

For the years ended June 30,	Amount
2027		2,648
2028		2,207
2029		-
2030		-
Total future minimum lease payments		4,855
Less: imputed interest		(140	)
Total	$	4,715

NOTE 8 - RELATED PARTY TRANSACTIONS

Also effective May 19, 2025, the Company announced the appointment of Mr. Zhang Hong as the President, CEO, CFO, the Chairman of the Board of Directors, Treasurer, Secretary. Since December 12, 2015, he has served as the director of the Company.

On March 31, 2025, the Company entered an agreement with Mr. Jiang, Libin, the former President and CEO of the Company, accepting Mr. Jiang, Libin’s forgiveness of debt in the total amount of $2,103,762, including loans of $1,553,641 and salary payable of $550,121.

During the three months ended June 30, 2026, Mr. Zhang Hong, the President and a director of the Company, had advanced the Company $40,385 for operating expenses, received $23,244 from the Company as repayment, and received advance of $23,507 from the Company. Due to the right of offset through agreement between Mr. Zhang Hong, the Company and the Company’s subsidiaries, balances due from Mr Zhang Hong and balances due to Mr Zhang Hong have been netted. The outstanding balance was $32,083 due to Mr. Zhang Hong after offsetting as of June 30, 2026. These advances have been formalized by non-interest-bearing demand notes.

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During three months ended June 30, 2025, Mr. Zhang Hong, the President and a director of the Company, had advanced the Company $17,723 for operating expenses, and received $0 from the Company as repayment. These advances have been formalized by non-interest-bearing demand notes.

During three months ended June 30, 2026, the Company has no transaction with Mr. Huang Jing.

During three months ended June 30, 2025, Mr. Huang Jing had advanced the Company $338 for operating expenses, and received $0 from the Company as repayment. These advances have been formalized by non-interest-bearing demand notes.

As of June 30, 2026, the accrued salary payable to Mr. Zhang Hong and Ms. Huang Jing were $70,000 and $12,543 respectively.

As of March 31, 2026, the accrued salary payable to Mr. Zhang Hong and Ms. Huang Jing were $55,000 and $12,330 respectively.

As of June 30, 2026 and March 31, 2026 the Company owed $32,083 and $38,222 to Mr. Zhang Hong respectively.

As of June 30, 2026 and March 31, 2026 the Company owed $355 and $350 to Ms. Huang Jing respectively.

The amounts due to related parties are the repayment on demand, non-interest bearing, and unsecured.

Below is a summary of the gross balances before the offset:

	June 30, 2026			March 31, 2026
Salary payable to Mr. Zhang Hong	$	70,000		$	55,000
Salary payable to Mr. Huang Jing		12,543			12,330
Borrowing from Mr. Zhang, Hong		55,590			38,222
Borrowing from Mr. Huang Jing		355			350
Advance to Mr. Zhang Hong		(23,507	)		-
	$	114,981		$	105,902

NOTE 9 - SUBSEQUENT EVENTS

The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. Based on this evaluation, the Company concluded that, there was no subsequent event that would require disclosure to or adjustment to the financial statements.

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

Forward-Looking Statements

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects”, “anticipates”, “intends”, “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections “Business”, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. You should carefully review other documents we file from time to time with the Securities and Exchange Commission (“SEC”). You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

All references in this Form 10-Q to the “Company”, “Yinfu”, “we”, “us” or “our” are to Yinfu Gold Corporation.

Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

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).

We have had limited operations and based upon our reliance on the sale of our common stock and the advances from our president, there are no assurances of any future source of funds for our operations.

Effective May 19, 2025, the Company has accepted the resignation of Mr. Jiang Libin from his position as President, CEO, CFO, the Chairman of the Board of Directors, Treasurer, Secretary and as a Director of the Company. Mr. Jiang Libin has served on the Board since December 12, 2015. The Company sincerely thanks Jiang Libin for his loyal service.

Plan of Operation

We devote substantial efforts to enter into new-emerging application industries of Internet Technology, Artificial Intelligence (AI) and the Internet of Things (IOT). However, our planned principal operations have not yet commenced.

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Need for Additional Capital

The Company has not generated any revenues from operations, and may be unable to fund on-going activities. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in developing our own hardware and software, and the possibility of new regulations that will make our company difficult or impossible to operate.

If we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.

If we are unable to complete any phase of our development program or fail to raise additional capital to maintain our operations in the future, we may be unable to carry out our full business plan or we may be forced to cease operations.

Results of Operations

Three Months Ended June 30, 2026 and 2025

	Three months ended June 30, 2026			Three months ended June 30, 2025			Fluctuation			%

Revenue	$	-		$	-		$	N/A			N/A
Operating Expenses:
General and administrative		25,988			20,438			5,550			27	%
Professional fees		6,747			10,219			(3,472	)		-34	%
Total Operating Expenses		32,735			30,657			2,078			7	%
Net loss from Operations		(32,735	)		(30,657	)		(2,078	)		7	%
Other income (expense)		5,950			8,297			(2,347	)		-28	%
Net loss before income tax		(26,785	)		(22,360	)	$	(4,425	)		20	%
Income tax expenses		(1,708	)		-			(1,708	)		100	%
Net loss	$	(28,493	)	$	(22,360	)		(6,133	)		27	%

Revenues

The Company has generated no revenues during the three months ended June 30, 2026 and 2025. As the Company has not engaged in any business yet.

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Operating expenses

For the three months ended June 30, 2026, total operating expenses were $32,735, which consisted general and administrative expense and professional fees. For the three months ended June 30, 2025, total operating expenses were $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 June 30, 2026.

Other income

Other income of $5,950 represents the income from rental exemption for previous years for the quarter ended June 30, 2026..

Other income of $8,297 represents rental income for the quarter ended June 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 $2,766 (RMB20,000) per month from October 1, 2023 to September 30, 2025.

The following table provides selected financial data about our company as of June 30, 2026 and March 31, 2026.

	June 30, 2026			March 31, 2026
Cash	$	2,720		$	822
Total Assets	$	19,296		$	17,683
Total Liabilities	$	703,331		$	652,856
Stockholders’ Deficit	$	(684,035	)	$	(635,173	)

As of June 30, 2026, the Company’s cash balance was $2,720 compared to $822 as of March 31, 2026, and our total assets as of June 30, 2026, were $19,296 compared with $17,683 as of March 31, 2026. The increase in cash was due to more borrowing from the third parties and the total assets maintained stable.

As of June 30, 2026, the Company had total liabilities of $703,331, compared with total liabilities of $652,856 as of March 31, 2026. The increase of $50,475 in total liabilities was mainly due to the increased $15,000 salary payable to Mr. Zhang Hong and the borrowing of $61,426 from Zhan Chenhao, a third party individual of the Company, occurred during the three months ended June 30, 2026.

Liquidity and Capital Resources

Working Capital

	June 30, 2026			March 31, 2026
Current Assets	$	16,256		$	14,287
Current Liabilities	$	701,265		$	650,213
Working Capital Deficiency	$	(685,009	)	$	(635,926	)

As of June 30, 2026, the Company had a working capital deficiency of $685,009, compared with working capital deficiency of $635,926 as of March 31, 2026. The slight increase in working capital deficiency was primarily attributed to the increase in current liabilities due to the increase of .borrowing from an third party individual.

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Cash Flows

	Three Months Ended June 30, 2026			Three Months Ended June 30, 2025
Cash Flows provided by (used in) Operating Activities	$	20,629		$	(17,903	)
Cash Flows provided by Investing Activities	$	-		$	-
Cash Flows (used in) provided by Financing Activities	$	(6,366	)	$	18,009
Effects on change in foreign exchange rate	$	(12,365	)	$	4
Net increase in cash and cash equivalents during period	$	1,898		$	110

Cash Flows Used in Operating Activities

During the three months ended June 30, 2026, the Company had $20,629 in cash provided by operating activities, which was mainly attributed from the increase of $15,000 in wage payable to related party, amortization of right-of-use asset of $414, the decrease of $160 in other receivable, the increase of $34,169 in other payable, and offset by net loss of $28,493, and the decrease of $621 in operating lease liability.

During the three months ended June 30, 2025, the Company had $17,903 in cash used in operating activities, which was mainly attributed from the net loss of $22,360, the increase of $404 in other receivable, the decrease of $8,297 in advanced from related parties, the decrease of $1,080 in operating lease liability, and offset by amortization of right-of-use asset of $867, the increase of $3,371in accounts payable and accrued liabilities and the increase of $10,000 in wages payable to related party.

Cash Flows Provided by Investing Activities

During the three months ended June 30, 2026 and 2025, the Company did not incur any cash in investing activities.

Cash Flows Provided by Financing Activities

During the three months ended June 30, 2026, related parties have provided the Company loan of $40,385 for operating expenses, received repayment of $23,244 from the Company and received advance of $23,507 from the Company.

During the three months ended June 30, 2025, related parties have provided the Company loan of $18,009 for operating expenses.

Off-Balance Sheet Arrangements

We do not have 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 that is material to investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Management’s Report on Disclosure Controls and Procedures

As of June 30, 2026, our management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

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The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management dominated by two individuals without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with their review of our financial statements as of June 39, 2026.

In an effort to remediate the identified material weaknesses, the management plan to appoint one or more outside directors to the board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures.

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors’ results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Changes in Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2026. The framework used by management in making that assessment was the criteria set forth in the document entitled “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO - 2013 Framework). Based on that assessment, based on that evaluation, our management concluded that our internal control over financial reporting was not effective as of June 30, 2026. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that amounted to material weaknesses.

The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives of having segregation of the initiation of transactions, the recording of transactions and the custody of assets; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements as of June 30, 2026.

To address the material weaknesses set forth in items (2) and (3) discussed above, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

There have been no changes in our internal controls over financial reporting that occurred during the three months ended June 30, 2026, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not presently a party to any legal proceedings and, to our knowledge, no such proceedings are threatened or pending.

However, we noted the following risks arising recently:

·	Substantial uncertainties exist with respect to the interpretation and implementation of PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations.

The PRC government will establish a foreign investment information reporting system, according to which foreign investors or foreign-invested enterprises shall submit investment information to the competent department for commerce concerned through the enterprise registration system and the enterprise credit information publicity system, and a security review system under which the security review shall be conducted for foreign investment affecting or likely affecting the state security.

Furthermore, the Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign investment may maintain their structure and corporate governance within five years after the implementing of the Foreign Investment Law.

In addition, the Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments in the PRC, including, among others, that a foreign investor may freely transfer into or out of China, in Renminbi or a foreign currency, its contributions, profits, capital gains, income from disposition of assets, royalties of intellectual property rights, indemnity or compensation lawfully acquired, and income from liquidation, among others, within China; local governments shall abide by their commitments to the foreign investors; governments at all levels and their departments shall enact local normative documents concerning foreign investment in compliance with laws and regulations and shall not impair legitimate rights and interests, impose additional obligations onto FIEs, set market access restrictions and exit conditions, or intervene with the normal production and operation activities of FIEs; except for special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriation or requisition of the investment of foreign investors is prohibited; and mandatory technology transfer is prohibited.

●

The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges, however, if our VIE or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors.

The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

As such, the Company’s business segments may be subject to various government and regulatory interference in the provinces in which they operate. The Company could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.

Furthermore, it is uncertain when and whether the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry.

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Item 1A. Risk Factors.

Not applicable.

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

No stock was sold during the three months ended June 30, 2026.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Index to Exhibits

31.1		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2		Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
32.1		Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
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 Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.

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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.