U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 000-56200
HI-GREAT GROUP HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Nevada | | 46-2218131 |
(State or Other Jurisdiction of
Incorporation or Organization) | | (I.R.S. Employer
Identification No.) |
621 South Virgil Avenue, #470, Los Angeles, California | | 90005 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including
area code: (213)-219-7746
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
|
|
|
|
|
Indicate by check mark whether
the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes ☐ No ☒
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
| | Emerging growth company | ☐ |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☒
State the number of shares
outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 29, 2024, the issuer
had 100,000,000 shares of its common stock issued and outstanding.
EXPLANATORY NOTE
This form 10-Q for the quarter ended March 31, 2024, is being filed
as reviewed by our Independent Auditor
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
HI-GREAT GROUP HOLDING COMPANY
BALANCE SHEETS
| |
March 31, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
(Unaudited) | | |
(Audited) | |
ASSETS | |
| | |
| |
Current assets: | |
| | |
| |
Cash | |
$ | 1,687 | | |
$ | 733 | |
Inventory | |
| 51,480 | | |
| 54,090 | |
Advances to Suppliers | |
| 1,750 | | |
| 1,750 | |
Receivable from Citi Bank | |
| - | | |
| - | |
Total current assets | |
| 54,917 | | |
| 56,573 | |
| |
| | | |
| | |
Non-current assets: | |
| | | |
| | |
Right of use asset – operating lease – related party | |
| 27,565 | | |
| 27,565 | |
Total assets | |
$ | 82,482 | | |
$ | 84,138 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 27,400 | | |
$ | 27,400 | |
Accounts payable – related party | |
| - | | |
| - | |
Notes payable – related party | |
| - | | |
| - | |
Loan payable – related party | |
| - | | |
| - | |
Accrued royalty– related party | |
| 147,182 | | |
| 144,920 | |
Deferred revenue | |
| - | | |
| - | |
Operating lease obligation, current portion – related party | |
| - | | |
| - | |
State Income Tax Payable | |
| - | | |
| - | |
Total current liabilities | |
| 174,582 | | |
| 172,320 | |
| |
| | | |
| | |
Non-Current Liabilities: | |
| | | |
| | |
Operating lease obligation – related party | |
| 21,231 | | |
| 21,231 | |
Total Liabilities | |
| 195,813 | | |
| 193,551 | |
| |
| | | |
| | |
Commitments and Contingencies | |
| | | |
| | |
| |
| | | |
| | |
Stockholders’ Deficit: | |
| | | |
| | |
Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; no shares issued and outstanding | |
| | | |
| | |
Common stock, par value $0.001 per share; 1,100,000,000 shares authorized; 100,000,000 shares issued and outstanding as of December 30, 2022 and December 31, 2021, respectively | |
| 100,000 | | |
| 100,000 | |
Additional paid in capital | |
| 629,566 | | |
| 629,566 | |
Accumulated Deficit | |
| (842,897 | ) | |
| (838,979 | ) |
Total stockholders’ equity | |
| (113,331 | ) | |
| (109,413 | ) |
| |
| | | |
| | |
Total liabilities and stockholders’ equity | |
$ | 82,482 | | |
$ | 84,138 | |
The accompanying notes are an integral part of these unaudited financial
statements.
HI-GREAT GROUP HOLDING COMPANY
PROFIT AND LOSS
| |
For three months ended
Mar 31 | |
| |
2024 | | |
2023 | |
| |
(Unaudited) | | |
(Unaudited) | |
| |
| | |
| |
Sales | |
$ | 9,050 | | |
$ | 24,269 | |
Cost of sales-royalty– related party | |
| (2,263 | ) | |
| (4,317 | ) |
Cost of goods sales | |
| (2,610 | ) | |
| (7,080 | ) |
Gross profit | |
| 4,178 | | |
| 12,872 | |
| |
| | | |
| | |
Operating expenses: | |
| | | |
| | |
Professional fees | |
| 6,500 | | |
| 7,000 | |
Depreciation Expense | |
| | | |
| 27,565 | |
Rent expense | |
| - | | |
| (22,500 | ) |
General and administrative expenses | |
| 1,596 | | |
| 6,490 | |
Total operating expense | |
| 8,096 | | |
| 18,555 | |
| |
| | | |
| | |
Income (Loss) from operations | |
| (3,918 | ) | |
| (5,683 | ) |
| |
| | | |
| | |
Other income (expense): | |
| | | |
| | |
Interest income | |
| | | |
| | |
Interest expense | |
| | | |
| (2,276 | ) |
Total other (expense) income | |
| - | | |
| (2,276 | ) |
| |
| | | |
| | |
Net income (loss) | |
$ | (3,918 | ) | |
$ | (7,959 | ) |
Net income (loss) per common share – basic and diluted | |
$ | - | | |
$ | - | |
Weighted average common shares | |
| 100,000,000 | | |
| 100,000,000 | |
The accompanying notes are an integral part of these unaudited financial
statements.
HI-GREAT GROUP HOLDING COMPANY
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED MAR 31, 2024 AND 2023
| |
Common | | |
Common | | |
Additional | | |
| | |
| |
| |
Stock: | | |
Stock: | | |
Paid-in | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Totals | |
Balance – December 31, 2019 | |
| 100,000,000 | | |
$ | 100,000 | | |
$ | 619,566 | | |
$ | (719,802 | ) | |
$ | (236 | ) |
Net Loss (Restated) | |
| | | |
| | | |
| | | |
| (12,782 | ) | |
| (12,782 | ) |
Balance – December 31, 2020 | |
| 100,000,000 | | |
$ | 100,000 | | |
$ | 619,566 | | |
$ | (732,584 | ) | |
$ | (13,018 | ) |
Adjustment – Issuance of Stocks | |
| | | |
| | | |
| 10,000 | | |
| | | |
| 10,000 | |
Adjustment | |
| | | |
| | | |
| | | |
| 5,289 | | |
| 5,289 | |
Net Income | |
| | | |
| | | |
| | | |
| 2,579 | | |
| 2,579 | |
Balance – December 31, 2021 | |
| 100,000,000 | | |
$ | 100,000 | | |
$ | 629,566 | | |
$ | (724,716 | ) | |
$ | 4,850 | |
Adjustment | |
| | | |
| | | |
| | | |
| (1,980 | ) | |
| (1,980 | ) |
Net Income | |
| | | |
| | | |
| | | |
| 3,300 | | |
| 3,300 | |
Balance – December 31, 2022 | |
| 100,000,000 | | |
$ | 100,000 | | |
$ | 629,566 | | |
$ | (723,396 | ) | |
$ | 6,170 | |
Net Income | |
| | | |
| | | |
| | | |
| (7,959 | ) | |
| (7,959 | ) |
Balance – March 31, 2023 | |
| 100,000,000 | | |
$ | 100,000 | | |
$ | 629,566 | | |
$ | (731,355 | ) | |
$ | (1,789 | ) |
Net Income | |
| | | |
| | | |
| | | |
| (58,599 | ) | |
| (58,599 | ) |
Balance – June 30, 2023 | |
| 100,000,000 | | |
$ | 100,000 | | |
$ | 629,566 | | |
$ | (789,954 | ) | |
$ | (60,388 | ) |
Net Income | |
| | | |
| | | |
| | | |
| (24,838 | ) | |
| (24,838 | ) |
Balance – September 30, 2023 | |
| 100,000,000 | | |
$ | 100,000 | | |
$ | 629,566 | | |
$ | (814,792 | ) | |
$ | (85,226 | ) |
Adjustment | |
| | | |
| | | |
| | | |
| 6,175 | | |
| 6,175 | |
Net Income | |
| | | |
| | | |
| | | |
| (30,361 | ) | |
| (30,361 | ) |
Balance – December 31, 2023 | |
| 100,000,000 | | |
$ | 100,000 | | |
$ | 629,566 | | |
$ | (838,979 | ) | |
$ | (109,413 | ) |
Net Income | |
| | | |
| | | |
| | | |
| (3,918 | ) | |
| (3,918 | ) |
Balance – March 31, 2024 | |
| 100,000,000 | | |
$ | 100,000 | | |
$ | 629,566 | | |
$ | (842,897 | ) | |
$ | (113,331 | ) |
The accompanying notes
are an integral part of these unaudited financial statements.
HI-GREAT GROUP HOLDING COMPANY
STATEMENTS OF CASH FLOWS
(Unadited)
| |
For the three months ended | |
| |
Mar 31, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
Cash Flows from operating activities: | |
| | |
| |
Net Income | |
$ | (3,918 | ) | |
$ | (7,959 | ) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |
| | | |
| | |
Amortization of right of use asset – operating lease | |
| - | | |
| - | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Inventory | |
| 2,610 | | |
| 7,080 | |
Advances to Suppliers | |
| - | | |
| 7,500 | |
Receivable from CitiBank | |
| - | | |
| - | |
Accounts payable – related party | |
| - | | |
| (4,000 | ) |
Accrued royalty | |
| 2,263 | | |
| 4,317 | |
Accrued interest | |
| - | | |
| - | |
Loan Payable | |
| - | | |
| - | |
State Income Tax Payable | |
| - | | |
| - | |
Operating Lease Obligation (Current Portion) | |
| - | | |
| 12,250 | |
Net cash provided (used) by operating activities | |
| 954 | | |
| 19,188 | |
| |
| | | |
| | |
Cash Flows from Investing Activities: | |
| | | |
| | |
Notes receivable – Related Party | |
| - | | |
| - | |
Right of Use Asset – Related Party | |
| - | | |
| 29,435 | |
Net cash provided (used) by investing activities | |
| - | | |
| 29,435 | |
| |
| | | |
| | |
Cash Flows from Financing Activities: | |
| | | |
| | |
Proceeds from common stock – related party | |
| - | | |
| - | |
Right of Use Liabilities | |
| - | | |
| (35,610 | ) |
Operating Lease Obligation | |
| - | | |
| (12,409 | ) |
Retained Earnings | |
| - | | |
| 6,175 | |
Net cash provided (used) by financing activities | |
| - | | |
| (41,844 | ) |
| |
| | | |
| | |
Effect of exchange rate changes | |
| - | | |
| - | |
| |
| | | |
| | |
Net change in cash | |
| 954 | | |
| 6,779 | |
| |
| | | |
| | |
Cash at beginning of period | |
| 733 | | |
| 30,577 | |
Cash at end of period | |
$ | 1,687 | | |
$ | 37,356 | |
| |
| | | |
| | |
Supplemental schedule of cash flow information: | |
| | | |
| | |
| |
| | | |
| | |
Non-cash investing and financing activities: | |
| | | |
| | |
Note receivable-related party | |
$ | - | | |
$ | - | |
Common stock-related party | |
$ | - | | |
$ | - | |
Right of use asset – operating lease | |
$ | - | | |
$ | 0 | |
The accompanying notes are an integral part of these unaudited financial
statements.
HI-GREAT GROUP HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2024
(Unaudited)
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Basis of Presentation and Organization
Hi-Great Group Holding
Company (the “Company”) is a development stage enterprise that was originally incorporated, on September 30, 2010, under the
laws of the State of Nevada.
On March 8, 2019, the
eight judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for Hi-Great Group Holding Company, proper notice
having been given to the officers and directors of Hi-Great Group Holding Company. There was no opposition.
On March 15, 2019, the
Company filed a certificate of revival with the state of Nevada, appointing David Lazar as President, Secretary, Treasurer and Director.
On October 11, 2019, Custodian Ventures entered
into a stock purchase agreement whereby they transferred 70,000,000 shares of common stock to Esther Yang in exchange for $225,000 in
cash. As a result of the sale, there was a change of control of the Company. There is no family relationship or other relationship between
the Seller and the Purchaser.
On March 19, 2020, the Company entered in a licensing
agreement with SellaCare, Inc. for the licensing of Patents and all future products developed by the SellaCare, Inc. The licensing agreement
calls for the Company to pay 25% of all Gross revenues or $1,000, whichever is greater and not less than $1,000, beginning April 30, 2020
and payable the 15th of every month thereafter.
On March 16, 2020, the Company entered into a
land lease for property located in the unincorporated area of Pearblossom, County of Los Angeles, California, in agreement with Sella
Property, LLC. Sella Property, LLC is an entity controlled by Esther Yang. The lease calls for rent payments of $30,000 in annual installments
due on the 16th day of March each year.
In March
2020, the World Health Organization categorized the novel coronavirus (COVID-19) as a pandemic, and it continues to spread throughout
the United States and the rest of the world with different geographical locations impacted more than others. The outbreak of COVID-19
and public and private sector measures to reduce its transmission, such as the imposition of social distancing and orders to work-from-home,
stay-at-home and shelter-in-place, have had a minimal impact on our day to day operations. However, this could impact our efforts to enter
into a business combination as other businesses have had to adjust, reduce or suspend their operating activities. The extent of the impact
will vary depending on the duration and severity of the economic and operational impacts of COVID-19. The Company is unable to predict
the ultimate impact at this time.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited financial statements
are prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The accompanying
unaudited financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management,
are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results
to be expected for the full year ending March 31, 2024. The Company is a development stage enterprise devoting substantial efforts
to establishing a new business, financial planning, raising capital, and research into products which may become part of the Company’s
product portfolio. The Company has not realized significant sales through since inception. A development stage company is defined as one
in which all efforts are devoted substantially to establishing a new business and, even if planned principal operations have commenced,
revenues are insignificant.
Use of estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results may differ from those estimates
Cash and Cash Equivalents
For purposes of reporting within the statements
of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly
liquid debt instruments purchased with a maturity of six months or less to be cash and cash equivalents.
Reclassifications
No reclassifications have been made to the current
period financial information to conform to the presentation used in the financial statements for the nine months ended March 31, 2024.
Revenue Recognition
The Company records revenue in accordance with
FASB Accounting Standards Codification (“ASC”) as topic 606 (“ASC 606”). The revenue recognition standard in ASC
606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as
goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures
regarding the Company’s revenue recognition policies and significant judgments employed in the determination of revenue. The Company
is involved in Agritourism and sells herbal supplements. The Company sells herbal supplements it buys directly from SellaCare, Inc. and
sells those supplements using the SellaCare brand. SellaCare, Inc is a company that is controlled by the Company’s majority shareholder.
Cost of Goods Sold
Cost of sales includes all direct expenses incurred
to produce the revenue for the period. This includes, but is not limited to, product cost and shipping. Cost of goods sold are recorded
in the same period as the resulting revenue. The company pays a sales based royalty payment of 25% of gross revenue to SellaCare, Inc.,
its related party. This royalty expense is included in cost of goods sold.
Leases
The Company adopted the new lease accounting standard,
“Accounting Standards Codification Topic 842 Leases (ASC 842)” using the modified retrospective basis for all agreements existing
as of January 1, 2019 as described further below under Accounting Standards Adopted.
The Company recognizes a right-of-use asset and
lease liability for all financing and operating leases with terms greater than twelve months. The lease liability is measured based on
the present value of the lease payments not yet paid. The right-of-use asset is measured based on the initial measurement of the lease
liability adjusted for any direct costs incurred upon commencement of the lease. The right-of-use assets are amortized on a straight-line
basis over the lease term, and are tested for impairment in a manner consistent with the other long-lived assets held by the Company.
Adoption of Recent Accounting Pronouncements
The Company has implemented all new accounting
pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting
pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – GOING
CONCERN
The accompanying financial statements have been
prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues
sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company
is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While
management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be
no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization
of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments
to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities
that may result from the possible inability of the Company to continue as a going concern.
NOTE 4 – RELATED PARTY TRANSACTIONS
On December 27, 2019, the company obtained a loan
in the amount of $5,000 from Jung Ho Yang. The note bears an interest rate of 5% and matures on November 30, 2020. As of December 31,
2020, there is $253 of interest accrued on this note. This note is paid.
On January 28, 2020, the company obtained a loan
in the amount of $10,000 from Sellacare America, Inc. The note bears an interest rate of 5% and matures on November 30, 2020 As of December
31, 2020, there is $463 of interest accrued on this note. This note is paid.
On March 19, 2020, the Company entered in a licensing
agreement with SellaCare, Inc. for the licensing of Patents and all future products developed by the SellaCare, Inc. The licensing agreement
calls for the Company to pay 25% of all Gross revenues or $1,000, whichever is greater and not less than $1,000, beginning April 30, 2020
and payable the 15th of every month thereafter. As of June 30, 2022, $53,365 of licensing expense has been accrued.
On March 16, 2020, the Company
entered into a land lease for property located in the unincorporated area in Pearblossom, County of Los Angeles, California, in agreement
with Sella Property, LLC. Sella Property, LLC is an entity controlled by Company’s majority shareholder. The lease calls for rent
payments of $30,000 in annual installments due on the 16th day of March each year. The lease begins March 16, 2020, and matures March
16, 2025.
As of March 31, 2024, a total of $0 in loan payable
to related party.
NOTE 5 – OPERATING LEASE
On February 2016, the FASB issued Accounting
Standards Update (ASU) No. 2016-02, Leases (Topic 842). The ASU introduces a new leasing model for both lessees and lessors. Topic 842
provides guidance in how to identify whether a lease arrangement exists. Management has evaluated its leasing arrangement and has classified
it as operating lease.
Operating Lease Obligations
On March 16, 2020, the Company
entered into a land lease for property located in the unincorporated area Pearblossom, County of Los Angeles, State of California.in agreement
with Sella Property, LLC. Sella Property, LLC is a company controlled by the majority shareholder of the Company. The lease calls for
rent payments of $30,000 in annual installments due on the 16th day of March each year. The lease begins March 16, 2020 and matures March
16, 2025.
Lease obligations at December
31, 2023 consisted of the following:
Right to Use Asset – USD
27565
Right to Use Liability –
USD 21231
The following Cost related to
the lease of the Company for the year ended December 31,2023
Lease Depreciation -USD 27565
Lease Interest -USD 2276
Total Lease Cost -USD 29841
NOTE 6 – SUBSEQUENT EVENTS
Management has evaluated subsequent events pursuant
to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined
that no material subsequent events exist.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction
with our financial statements and related notes thereto included in Part I, Item 1, above.
Forward Looking Statements
Certain matters discussed herein are forward-looking
statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:
|
● |
our future strategic plans; |
|
● |
our future operating results; |
|
● |
our business prospects; |
|
● |
our contractual arrangements and relationships with third parties; |
|
● |
the dependence of our future success on the general economy; |
|
● |
our possibility of not successfully raising future financings; and |
|
● |
the adequacy of our cash resources and working capital. |
These forward-looking statements can generally
be identified as such because the context of the statement will include words such as we “believe,” “anticipate,”
“expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives
or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are
described in close proximity to such statements, and which could cause actual results to differ materially from those anticipated. Shareholders,
potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned
not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the
date of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events
or circumstances.
Executive Overview
Hi-Great Group Holding Company (the “Company”)
is a development stage enterprise that was originally incorporated, on September 31, 2010, under the laws of the State of Nevada.
On March 8, 2019, the eight judicial District
Court of Nevada appointed Custodian Ventures, LLC as custodian for Hi-Great Group Holding Company, proper notice having been given to
the officers and directors of Hi-Great Group Holding Company. There was no opposition.
On March 15, 2019, the Company filed a certificate
of revival with the state of Nevada, appointing David Lazar as, President, Secretary, Treasurer and Director.
On March 20, 2019, the Company issued 70,000,000
shares of common stock to Custodian Ventures, LLC (controlled by David Lazar) at par for shares valued at $70,000 in exchange for settlement
of a portion of a related party loan for amounts advanced to the Company in the amount of $16,100, and the promissory note issued to the
Company in the amount $53,900.
On October 14, 2019, as a result of a private
transactions, 70,000,000 shares of common stock (the “Shares”) of Hi-Great Group Holding Co. (the “Company”),
were transferred from Custodian Ventures LLC to Esther Yang (the “Purchaser”). As a result, the Purchaser became a 70% holder
of the voting rights of the issued and outstanding share capital of the Company, on a fully diluted basis, and became the controlling
shareholder.
On October 14, 2019, and effective October 15,
2019, the existing director and officer resigned. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s
Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At the effective date of the transfer,
Ho Soon Yang consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company.
Ho Soon Yang was appointed as a Chief Executive
Officer, President, Secretary, Treasurer and Chairman of Board of Directors of the Company.
On February 25, 2020 the Board of Directors via
Written Consent Approved the Addition of Alex Jun Ho Yang to the Board of Directors on the same day, and effective immediately, the following
Officers were appointed, Alex Jun Ho Yang. Chief Executive Officer, Ho Soon Yang, Chief Financial Officer and Esther Yang as Secretary
to the Company. Previously, Ho Soon Yang was the acting President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary
of the Company and the sole Director of the Company.
On April 16, 2020, Esther Yang through a Share
Purchase Agreement sold 65,001,000 of the 70,000,000 shares she had purchased from Custodian Ventures, LLC in the Company to Jun Ho Yang
and Ho Soon Yan. On April 22, 2020, she resigned as Corporate Secretary and Director of the Company. As of March 31, 2024, Esther Yang
remaining shares is 4,999,000.
On April 24, 2020, Madeline Choi was appointed
as Secretary to the Company by the Current Board of Directors.
On April 29, 2020, Madeline Choi was transferred
1,000,000 shares from Alex Jun Ho Yang as compensation for serving as Secretary.
On September 22, 2020, Madeline Choi resigned
as Secretary of the Company and Ho Soon Yang resumed the role of Secretary.
Hi-Great Group Company has withdrawn CBD Oils
from our business plan. Hi-Great Group Holding Company holds the exclusive worldwide license agreement New Business plan with the KRAS
gene among the most frequently mutated genes across all cancers, including pancreatic, lung, and colorectal. KRAS is thought to be an
initial “driver” mutation that leads to cancer formation. And continue to market, sell and distribute SellaCare, Inc’s
organic longevity health supplement. the current worldwide exclusive license agreement with SellaCare, Inc. in the areas of Longevity
and additional health benefits and also expand into the lucrative cosmetic sector as an overall sustainable revenue platform as they become
a significant supplier in each of the six industry sectors remaining as same.
Website: Under construction
Our Business Objectives
Our principal business objective is to maximize
shareholders returns through a combination of (1) dividends to our shareholders, (2) sustainable long-term growth in cash flows from distribution
of the products described herein, (3) potential long-term appreciation in the value of our properties from capital gains upon future sales,
(4) other sustainable agricultural business opportunity which the Board of Directors determines to be beneficial to Company, or (5) distribution
of plant-based finished consumer product and integrate the use of specialty herbs into its worldwide health supplement business to include
expansion into the cosmetics sector using multiple herbal oils and compounds.
Business Overview
Hi-Great Group Company
has been refocusing our efforts on an exclusive global licensing agreement pertaining to the KRAS gene. This gene is frequently mutated
in a variety of cancers, including those affecting the pancreas, lungs, and colon, and is considered a pivotal “driver” mutation
in cancer initiation. We will also uphold our commitment to marketing, selling, and distributing SellaCare, Inc.’s organic longevity
health supplement under our existing worldwide exclusive license agreement. Furthermore, we plan to diversify into the thriving cosmetic
sector as a strategic component of our sustainable revenue approach, all while retaining our presence in the other six industry sectors.
Results of Operation for the Nine Months
Ended March 31, 2024 and 2022
Sales and Cost of Sales
For the three months ended March 31, 2024, we
had $9,050 of sales compared to $24,269 for the three months ended March 31, 2023. Our cost of sales for the three months ended March
31, 2024, was $4,873 compared to $11,397 for the three months ended March 31, 2023. The Company just recently started to generate revenue
in the beginning of 2020.
Professional fees
For the three months ended March 31, 2024, we
incurred $6,500 of professional fee expenses compared to $7,000 for the three months ended March 31, 2023. The decrease in professional
fees in the current period is attributed to an decrease of legal and audit expenses.
General and administrative
For the three months ended March 31, 2024, we
incurred $1,596 of general and administrative expense (“G&A”) compared to $6,490 for the three months ended March 31,
2023. The decrease in the current year is attributed to a decrease of shipping expenses in this quarter.
Other income (expense)
For the three months ended March 31, 2024, we
had an interest expense of $0, compared to $2,276 for the three months ended March 31, 2023.
Net loss
For the three months ended March 31, 2024, the
Company had a net loss of $3,918 as compared to a net loss of $7,959 for the three months ended March 31, 2023.
Liquidity and Capital Resources
As reflected in the accompanying unaudited financial
statements, the Company has just recently begun to generate revenue. We have an accumulated deficit of $842,897 and had a net loss of
$3,918 for the three months ended March 31, 2024.
Operating Activities
We had cash received of $954 for the three months
ended March 31, 2024, compared to cash received of $19,188 for the three months ended March 31, 2023.
We had used $0 for investing activities for the
three months ended March 31, 2024, compared to investing $29,435 for a right of use of asset in the prior period.
We had used $0 for financing activities for the
three months ended March 31, 2024, compared to the used $41,844 for the three months ended March 31, 2023.
Critical Accounting Estimates and Policies
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 the disclosure of contingent assets and liabilities of the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Note 2 to the Financial Statements describes
the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited
to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies
are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.
We are subject to various loss contingencies arising
in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as
well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is
accrued when management concludes that it is probable that an asset has been impaired, or a liability has been incurred and the amount
of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals
should be adjusted.
We recognize deferred tax assets (future tax benefits)
and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis
of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those
differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled. Future
tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not
that this deferred tax asset will be realized.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to
investors.
Recent Accounting Pronouncements
The Company has implemented all the new accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have
a material impact on its financial position or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
Not applicable to smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that
are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange
Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions
regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls
and procedures were not effective for the quarterly period ended March 31, 2024.
The following aspects of the Company were noted
as potential material weaknesses:
| ● | lack of an audit committee |
| ● | lack of segregation of duties |
In designing and evaluating disclosure controls
and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable,
not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are
resource constraints and the benefits of controls must be considered relative to their costs.
Changes in Internal Controls
Based on that evaluation, our Chief Executive
Officer and our Chief Financial Officer concluded that no change occurred in the Company’s internal controls over financial reporting
during the quarter ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s
internal controls over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined
by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item; however,
due to the current circumstance we have chosen to include the following risk factor.
On January 30, 2020,
the World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International Concern” and on
March 10, 2020, declared it to be a pandemic. The coronavirus and actions taken to mitigate it have had and are expected to continue to
have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company
operates. While it is unknown how long these conditions will last and what the complete financial effect will be on the company, to date,
the Company has not experienced a material impact.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINING SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS
SIGNATURES
In accordance with the requirements of the Exchange
Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
HI-GREAT GROUP HOLDING COMPANY |
|
|
|
Date: May 30, 2024 |
By: |
/s/ Jun Ho Yang |
|
Name: |
Jun Ho Yang |
|
Title: |
Chief Executive Officer
(Principal Executive Officer) |
|
|
|
Date: May 30, 2024 |
By: |
/s/ Ho Soon Yang |
|
Name: |
Ho Soon Yang |
|
Title: |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
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Pursuant to section 906 of the Sarbanes-Oxley
Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Hi-Great
Holding Company, a Nevada corporation (the “Company”), do hereby certify, to the best of their knowledge, that: