HIGR 10-K
Hi-Great Group Holding Co (HIGR)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
Commission file number
| (Exact Name of Registrant as Specified in Its Charter) |
| (State or Other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) |
Phone:
(Address of Principal Executive Offices, Zip Code & Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ ☒
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐
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 preceding 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.
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).
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 ☐ | |
| 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 has
filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report.
If securities are registered pursuant to Section 12(b)
of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by a check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
State the aggregate market value of the voting and
non-voting common equity held by non-affiliates: As of most recently completed second fiscal quarter there is
The number of shares outstanding of the issuer’s
Common Stock as of May 26, 2026 was
HI-GREAT GROUP HOLDING COMPANY
TABLE OF CONTENTS
i
Part I
ITEM 1. BUSINESS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Unless the context indicates otherwise, as used in this Annual Report, the terms “HIGR,” “we,” “us,” “our,” “our company” and “our business” refer, to High-Great Holding Company, including its subsidiaries named herein. Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
1
THE COMPANY
Our Business
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 08, 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.
On April 24, 2020. Madeline Choi was appointed as Secretary to the Company by the Current Board of Directors. On September 22, 2022, Madeline Choi resigned as Secretary. Ho Soon Yang was appointed as Secretary of the Company by the 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.
On April 22, 2022, the Company issued 10,000 shares of common stock to Dae Jae Lee at par for shares valued at $10,000
Our Company plans to grow organically through internet sales of its current worldwide exclusive license agreement with SellaCare, Inc. in the areas of Longevity Health Supplements and plans to integrate new product lines containing CBD Oils for additional health benefits and also expand into the lucrative cosmetic sector as an overall sustainable revenue platform as they become a major supplier in each of the three industry sectors.
2
Our Website-
www.HIGRgroup.com
www.HIGreat.com
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 Holding Company believes Agritourism is a field that is growing in popularity as landowners, and farmers try to meet the social and economic demands of urban residents that are demanding growing space for private organic gardens they can use to grow and harvest food for their families. They are seeking a resort experience that offers a safe, healthy, and family-friendly environment, with affordable weekend getaway options located conveniently close to home.
Agritourism operations exist throughout the United States and the world. “Agritourism” is often used interchangeably with terms like “agri-tourism,” “agrotourism,” “farm tourism,” “agricultural tourism,” and “agritainment”.The company will provide a weekend gardening resort destination for all types of guests wanting to lease and own a weekend farming getaway close to the urban Los Angeles and surrounding communities. By combining agriculture with weekend family farm experiences, HI Great Group Holding Company can create a profitable and predictable revenue stream that complements its existing organic supplements business. In addition, the ability to single-source organic herbs and materials for our future proprietary product lines will reduce costs associated with developing new blends.
The concept of the Family Weekend Farm is gaining international popularity, as more consumers seek to escape urban work environments for relaxing weekend getaways that offer both farming experiences and family-friendly retreats. The company’s current location, near Los Angeles, is within a one-hour drive of major California ski resorts in the winter and a large lake resort destination in the spring and summer. To enhance the guest experience, the company plans to partner with entertainment providers and local tour operators offering family day trips to nearby attractions.
The Company will build out its weekend Farming Resort with space for 3,000 individual gardens hosting a portable cabin of the new members choice and selected and customized during the Individual Club Membership Process and Initiation. Each New Member will have one to four build-out cottage options depending on size and floor plans to be placed on their individual gardening parcel. These cottages will be built with reclaimed materials and reusable shipping containers as part of the portable cottage build out packages. HIGR cottages will use solar panels when available to reduce carbon footprint as an option for each member. HIGR will also look to entertain the cost of providing the solar panels in exchange for the solar energy generated by each member. The company is looking to partner with leading solar producers in California and take advantage of all tax credits currently available for Solar Energy and Organic Farming. The Final Phase will be to create a franchise model for approved Farmland Owners across the Nation and World to buy into a turnkey operation for their privately owned farmland that is currently unused as the global demand for Clean Organic Weekend Farms is now changing with our new socially responsible culture and the public is demanding these types of weekend farms.
The Weekend Garden Resort will be built out in Three Phases:
Phase One:
| ● | Resort Headquarters, Central Family Area and Club House. | |
| ● | Communal Restrooms, Showers and Washing Stations for Campers and Guests. | |
| ● | Special Family Friendly Entertainment Venues | |
| ● | Build out of Cabin Models Show Room | |
| ● | Foundation Preparation for the first 1000 parcels | |
| ● | Create build out facility for shipping container storage and model build outs. | |
| ● | Website and Marketing | |
| ● | Install Internet for HIGR members |
3
Phase Two:
| ● | Focus on build out of the next 1,000 parcels regarding planning and site preparation | |
| ● | Focus marketing and sales efforts on free media opportunities, including internet platforms, television human-interest segments, and travel channels. | |
| ● | Build Garden Center for Organic Co- Op, gardening supplies, daily or weekend equipment and cart rentals. | |
| ● | Establish a partnership with a local healthy catering company to lease a portable container in the clubhouse area, providing weekend gardeners and their families with on-site dining options. The setup will include both indoor and outdoor seating for families. |
Phase Three:
| ● | Continue forward with the foundation of the Company’s business plan as a weekend farming destination. | |
| ● | Onsite portable cottages for full-time employees at a reduced rent | |
| ● | Continue selling memberships and maximizing additional revenue streams | |
| ● | Start planning and looking for a second site in a set criteria location | |
| ● | Work to become a national leader in weekend farming destination travel by partnering with similar venues across the country. | |
| ● | Build out the Turnkey Weekend Farming Franchise Owner Model with revenue sharing. |
Worldwide Demand for Weekend Family Farms
Family Weekend Farming is growing in popularity across the world. Countries such as Germany, the United Kingdom, France, and Russia have established small-scale agricultural production spaces early on, focusing on urban residents’ close proximity to farming and farming villages in urban or rural areas. Based on this, they have systematically developed functions of providing rest areas and children’s education centers as well as mental and physical health. The names of these types of spaces are also called differently depending on the history and culture of each country. England is called ‘Allotmentgarden’ and means ‘a divided garden’. And Germany means ’small garden’ because it is ‘Klingarten’. It originated from the Russian era when Russia granted land in the name of ‘Dacha’, meaning ‘to share’. Japan accepts the concept of Kleingarten in Germany and calls it a “citizen farm.” In addition, Japan clarifies the definition of citizen farm concept through the Citizen Farm Improvement Promotion Act and actively expands and distributes it to foster national sentiment, maintain health, and preserve farmland. In Korea, there are already “weekend farms” outside the city; however, compared with the farms in other countries, it is only in beginning stages. Until now, this type of facilities in foreign countries had been referred to as “national farms,” “weekend farms,” “leisure farms,” and “hobby farms,” but the term “family farms” was deemed to be the most appropriate rather than weekend farms.
Weekend family farms were divided into three types: urban, suburban, and stay-type family farms. Among the three types, urban and suburban types are mainly focused on improving the welfare of urban residents, such as providing rest areas and the venue for children’s spaces, but the focus is on revitalizing rural communities by promoting urban and rural exchanges. In the case of stay-type, there is a limit to being established as a social welfare concept because it is a project designed to attract urban residents to revitalize rural areas.
The weekend family farming market in California and the United States is relatively new in both execution and concept. Therefore, HIGR Family Weekend Farm is uniquely positioned to capitalize on the growth of this sector and become a strong leader in these emerging markets.
Growing Market Sector and the Popularity of Agritourism
Agritourism presents a unique opportunity to combine aspects of the tourism and agriculture industries to provide a number of financial, educational, and social benefits to tourists and small family farmers looking for an organic community to be an ongoing part of. Agritourism offers the company an opportunity to generate additional income in a relatively new sector, while also enhancing its organic herbal supplement business through direct marketing to consumers. The company’s Family Weekend Farm, with its members, will further boost local tourism, as it is strategically located near several family-centric weekend destinations.
Intellectual Property
Company owns the licensing rights to the chelated method: world patent (patent number: 5128139) and uses this patent in the manufacturing of proprietary formulations for nutritional supplements.
4
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.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 1C. CYBERSECURITY
Risks Management and Strategy
Our day-to-day operations are managed by
our management team under the oversight of our Board. As such, we rely on it’s cybersecurity program, as discussed herein, for assessing,
identifying, and managing material risks to our business from cybersecurity threats. With oversight from our Board, our management team
has implemented an enterprise-wide information security program designed to identify, protect against, detect, assess, respond to, and
manage reasonably foreseeable cybersecurity risks and threats to our systems, some of which are supported by third parties.
As of the date of this Form 10-K,
Governance
The Board oversees the Company’s risk management policies, including the management of risks arising from cybersecurity threats and the steps that management has taken to protect against threats to the Company’s information systems and security. Our management team works to conceive, implement and monitor the program designed to protect information systems from cybersecurity threats and to promptly respond to any security incidents. Our management team will promptly notify the General Counsel and other executive officers of any cybersecurity events, with material cybersecurity events promptly communicated to the Board and publicly disclosed as deemed necessary.
ITEM 2. PROPERTIES
The Company’s headquarters are located 621 S. Virgil Avenue #470, Los Angeles, CA 90005. Our phone number is (213) 219-7746.
ITEM 3. LEGAL PROCEEDINGS
There are no legal proceedings that have occurred within the past five years concerning the Company, our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
5
Part II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is quoted on the OTC Pink Sheets under the symbol “HIGR.”
Holders
As of the date of this report there were approximately 71 holders of record of Company common stock. This does not include an indeterminate number of persons who hold our Common Stock in brokerage accounts and otherwise in “street name.”
Stock Authorized
The Company is authorized to issue two classes of stock. The total number of shares of stock which the Company is authorized to issue is One Billion One Hundred Ten Million (1,110,000,000) shares of capital stock, consisting of One Billion One Hundred Million (1,100,000,000) shares of Common Stock, $0.001 par value and Ten Million (10,000,000) shares of preferred stock, $0.001 par value (the “Preferred Stock”).
Dividends
We have not previously declared or paid any dividends on our common stock and do not anticipate declaring any dividends in the foreseeable future. The payment of dividends on our common stock is within the discretion of our board of directors.
Options and Warrants
We do not have any outstanding options or warrants.
Securities Authorized for Issuance under Equity Compensation Plans
The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its Common Stock or Preferred Stock. The issuance of any of our Common Stock or Preferred Stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.
Transfer Agent
The transfer agent for our Common Stock is Dynamic Stock Transfer, LLC at 780 Deltona Blvd., Suite 202, Deltona, FL 32725. The transfer agent’s telephone number is (813) 344-4490.
Recent Sales of Unregistered Securities
None
Securities authorized for issuance under equity compensation plans
We do not have any equity compensation plans and accordingly we have no securities authorized for issuance there under.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during the year ended December 31, 2025.
6
ITEM 6. RESERVED
Not required for smaller reporting companies.
ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Plan of Operation
Our principal business objective is to maximize shareholders returns through a combination of (1) distributions to our shareholders, (2) sustainable long-term growth in cash flows from distribution of our products, which we hope to pass on to shareholders in the form of distributions, (3) potential long-term appreciation in the value of our properties from capital gains upon future sale, (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 CBD Oils into its worldwide health supplement business to include expansion into the cosmetics sector using multiple strains of CBD oils and compounds.
For the 12 months following the commencement of the offering the Company will focus on two areas of operations. These two core business activities will be the continued sales of Nutritional Health Supplements and the build out of the Harvest Island Garden Resort.
The Nutritional Health Supplements will be sold primarily online, and the new retail website is currently being redesigned and developed to increase internet traffic and customer retention. For the first 12 months, no additional products will be added to the current supplement line. New branding is currently in development to update the marketing and online presence, ensuring the company stands out in the highly competitive nutritional supplement industry. The Company plans to update the customer experience with online videos with renowned experts in the patent areas of alkalization, amino acids, advanced minerals and the use of whole rice concentrates and how these methods and ingredients may help the user increase overall health and wellness.
Results of Operations for the Year Ended December 31, 2025 compared to the Year Ended December 31, 2024
Sales and Cost of Sales
For the year ended December 31, 2025 we had $36,958 of revenue compared to $69,210 for the year ended December 31, 2024. Our cost of sales for the year ended December 31, 2025 was $19,720 compared to $35,243 for the year ended December 31, 2024. The Company began generating revenue in the beginning of 2020.
Professional fees
For the year ended December 31, 2025 we incurred $37,421 of professional fee expenses compared to $50,050 for the year ended December 31, 2024. The decrease in professional fees in the current period is attributed to a decrease in services and accounting expenses.
Amortization Expense
For the year ended December 31, 2025 we incurred $6,454 of amortization expense compared to $20,673 for the year ended December 31, 2024. The decrease in amortization is mainly due to the lease expiration, and currently the operations of Nutritional Health Supplements operate with minimal to no rental costs.
General and administrative
For the year ended December 31, 2025 we incurred $18,625 of G&A expense compared to $12,754 for the year ended December 31, 2024. The increase in the current year is attributed to higher operational expenses.
Other income (expense)
For the year ended December 31, 2025, we had an interest expense of $0, compared to an interest expense of $893 for the year ended December 31, 2024.
7
Net income
For the year ended December 31, 2025, the Company had a net loss of $87,208 as compared to a net loss of $48,616 in the prior period.
Liquidity and Capital Resources
We have an accumulated deficit of $980,002 and had a net loss of $87,208 for the year ended December 31, 2025.
We used $89,608 from operating activities for the year ended December 31, 2025, compared to the used cash of $36,800 for the year ended December 31, 2024.
We generated $87,990 from financing activities for the year ended December 31, 2025, compared to $34,660 cash used for the year ended December 31, 2024.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
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 revenue 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.
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.
Critical Accounting Policies, Judgments and Estimates
Refer to Note 2 of the Financial Statements for a summary of our critical accounting policies.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to a smaller reporting company.
8
ITEM 8 , FINANCIAL STATEMENTS AND SUPPLEMENTARY
INDEX TO FINANCIAL STATEMENTS
F-1
|
M N VIJAYKUMAR Chartered Accountant |
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Hi-Great Group Holding Company
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Hi-Great Group Holding Company (the “Company”) as of December 31, 2025 and 2024, the related statements of operations, comprehensive income, stockholder’s equity and cash flows, for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with the accounting principles generally accepted in United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and performing procedures that respond to those risks. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| /s/ | ||
| M.N.VIJAY KUMAR | ||
| DATE: May 20, 2026 | PLACE: |
No.37, 1st Main, Vinayaka Layout, 3rd Stage, Vijaynagar, Bengaluru- 560040
Mobile: 9980949630, Email: [email protected]
F-2
HI-GREAT GROUP HOLDING COMPANY
BALANCE SHEETS
| December 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Audited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Inventory | ||||||||
| Advances to Suppliers | ||||||||
| Prepaid Assets | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Right of use asset – operating lease – related party | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued Liabilities | ||||||||
| Notes payable – related party | ||||||||
| Loan payable – related party | ||||||||
| Accrued royalty– related party | ||||||||
| Deferred revenue | ||||||||
| Operating lease obligation, current portion – related party | ||||||||
| State Income Tax Payable | ||||||||
| Total current liabilities | ||||||||
| Non-Current Liabilities: | ||||||||
| Notes payable – related party | ||||||||
| Right of Use Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Deficit: | ||||||||
| Preferred stock, par value $ | ||||||||
| Common stock, par value $ | ||||||||
| Additional paid in capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
F-3
HI-GREAT GROUP HOLDING COMPANY
PROFIT
AND LOSS
| For the years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Audited | Audited | |||||||
| Sales | $ | $ | ||||||
| Cost of Goods Sales | ( | ) | ( | ) | ||||
| Cost of sales-royalty– related party | ( | ) | ( | ) | ||||
| Inventory Shrinkage | ||||||||
| Gross profit/(Loss) | ( | ) | ||||||
| Operating expenses: | ||||||||
| Professional fees | ||||||||
| Amortization Expense | ||||||||
| Rent expense | ||||||||
| General and administrative expenses | ||||||||
| Total operating expense | ||||||||
| Income (Loss) from operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest income | ||||||||
| Interest expense | ||||||||
| Total other (expense) income | ||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | ||
| Net income (loss) per common share – basic and diluted | $ | $ | ||||||
| Weighted average common shares | ||||||||
The accompanying notes are an integral part of these unaudited financial statements.
F-4
HI-GREAT GROUP HOLDING COMPANY
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2025 AND 2024
| Common | Common | Additional | ||||||||||||||||||
| Stock: | Stock: | Paid-in | Accumulated | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Totals | ||||||||||||||||
| Balance – December 31, 2019 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss (Restated) | ( | ) | ( | ) | ||||||||||||||||
| Balance – December 31, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Adjustment – Issuance of Stocks | ||||||||||||||||||||
| Adjustment | ||||||||||||||||||||
| Net Income | ||||||||||||||||||||
| Balance – December 31, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Adjustment | ( | ) | ( | ) | ||||||||||||||||
| Net Income | ||||||||||||||||||||
| Balance – December 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Adjustment | ||||||||||||||||||||
| Net Income | ( | ) | ( | ) | ||||||||||||||||
| Balance – December 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Adjustment | ( | ) | ( | ) | ||||||||||||||||
| Net Income | ( | ) | ( | ) | ||||||||||||||||
| Balance – December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Income | ( | ) | ( | ) | ||||||||||||||||
| Share Issuance | ||||||||||||||||||||
| Balance – December 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
F-5
HI-GREAT GROUP HOLDING COMPANY
STATEMENTS OF CASH FLOWS
| For the twelve months ended | ||||||||
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from operating activities: | ||||||||
| Net Income | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Amortization Expenses | ||||||||
| Excess & Obsolescence | ||||||||
| Stock Issued for Services | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventory | ( | ) | ||||||
| Advances to Suppliers | ||||||||
| Receivable from/Payable to bank | ||||||||
| Accounts payable – related party | ( | ) | ||||||
| Accrued royalty | ||||||||
| Accrued Liabilities | ||||||||
| Deferred Cost of Goods Sold | ||||||||
| State Income Tax Payable | ||||||||
| Operating Lease Obligation (Current Portion) | ||||||||
| Net cash provided (used) by operating activities | ( | ) | ||||||
| Cash Flows from Investing Activities: | ||||||||
| Notes receivable – Related Party | ||||||||
| Right of Use Asset – Related Party | ||||||||
| Net cash provided (used) by investing activities | ||||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from common stock – related party | ||||||||
| Proceeds from notes payable – related party | ||||||||
| Operating Lease Obligation | ||||||||
| Right of Use Liabilities | ( | ) | ||||||
| Retained Earnings | ( | ) | ||||||
| Net cash provided (used) by financing activities | ( | ) | ||||||
| Effect of exchange rate changes | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| 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 | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
F-6
HI-GREAT GROUP HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2025
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
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
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
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 $
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of estimates
Concentrations of Credit Risk
We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.
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 three months or less to be cash and cash equivalents. There were $
F-7
Reclassifications
Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the year ended December 31, 2025.
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 under 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
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.
Stock-based Compensation
In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019. The adoption of ASU 2018-07 did not have a material impact on our financial statements.
Fair value of financial instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.
The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments. The Company’s notes payable estimates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.
F-8
Income taxes
The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the fiscal 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 the Statements of Income in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”) with regards to uncertainty income taxes. Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
Net income (loss) per common share
Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented.
The Company’s diluted loss per share is the same as the basic loss per share for the years ended December 31, 2025 and 2024, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.
Adoption of Recent Accounting Pronouncements
The Company has implemented all new accounting applicable 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.
F-9
NOTE 4 – RELATED PARTY TRANSACTIONS
As of December 31, 2025, there was $
Sellacare, Inc. Note Payable
On December 31, 2025, the Company entered into a Note Payable agreement
with Sellacare, Inc., a related party, to convert $
| ● | Terms of the Note: The principal amount of $ | |
| ● | Interest Accrual: Per the terms of the agreement, interest will begin to accrue on January 1, 2026. Consequently, no interest expense was recognized for the year ended December 31, 2025. | |
| ● | Repayment: Accrued interest is payable annually or upon repayment of the Principal, whichever occurs first. |
Rental Costs
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 $
Royalty Costs
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
Sale to SellaCare, Inc.
The Company purchased products from Sella Care. Due to inventory shortages communicated by Sella Care, the products were subsequently resold through a related party transaction. The resale was conducted at the same price as the original purchase price, resulting in no profit margin to the related party.
NOTE 5 – PREFERRED STOCK
The Preferred Stock may be issued from time to time in one or more series. The Board is authorized to fix the number of shares of any series of Preferred Stock and to determine the designation of any such series. The Board is also authorized to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series than outstanding) the number of shares of any such series subsequent to the issue of shares of that series.
Currently, no preferred shares have been designated.
F-10
NOTE 6 – 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 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 $
Lease obligations as of December 31, 2025 consisted of the following:
Right to Use Asset – USD $-
Right to Use Liability – USD $-
The following Cost related to the lease of the Company for the year ended December 31, 2025
Lease Amortization - USD $
NOTE 7 – 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.
F-11
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
We have had no “disagreements” (as such term is defined in Item 304 of Regulation S-K) with our Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of December 31, 2017. Based on this evaluation, our chief executive officer and principal financial officer have concluded such controls and procedures to be ineffective as of December 31, 2024, to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15 (f) and 15d- 15 (f) under the Exchange Act, for the Company.
Our internal control over financial reporting is the process designed by and under the supervision of our CEO and CFO, or the persons performing similar functions, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America. Management has evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.
Under the supervision and with the participation of our CEO and CFO, or the persons performing similar functions, our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2025, and concluded that it is not effective because of the material weakness described below:
In connection with the preparation of our financial statements for the year ended December 31, 2025, due to resource constraints, material weaknesses became evident to management regarding our lack of resources and segregation of duties. The Company has not established an audit committee and lacks documentation of its internal control process. A material weakness is a significant deficiency in one or more of the internal control components that alone or in the aggregate precludes our internal controls from reducing to an appropriately low level the risk that material misstatements in our consolidated financial statements will not be prevented or detected on a timely basis.
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This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the registrant’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the registrant to provide only management’s report in this annual report.
Evaluation of Changes in Internal Control over Financial Reporting
During the year ended December 31, 2025, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rules 13a-15 or 15d-15 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We intend to recruit additional professionals, as our business conditions warrant, to ensure that we include all necessary disclosure in our filings with the Securities and Exchange Commission. Although we believe that these corrective steps will enable management to conclude that the internal controls over our financial reporting are effective when the staff is in place and trained, we cannot provide assurance that these steps will be sufficient. We may be required to expend additional resources to identify, assess and correct any additional weaknesses in internal control.
Important Considerations
The effectiveness of our disclosure controls and procedures and our internal control over financial reporting is subject to various inherent limitations, including cost limitations, judgments used in decision making, assumptions about the likelihood of future events, the soundness of our systems, the possibility of human error, and the risk of fraud. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and the risk that the degree of compliance with policies or procedures may deteriorate over time. Because of these limitations, there can be no assurance that any system of disclosure controls and procedures or internal control over financial reporting will be successful in preventing all errors or fraud or in making all material information known in a timely manner to the appropriate levels of management.
ITEM 9B.
On November 19, 2021, High-Great Group Holding Company (the “Registrant”) decided to dismiss MICHAEL GILLESPIE & ASSOCIATES, PLLC as the Registrant’s independent registered public accounting firm. The reason for the dismissal of MICHAEL GILLESPIE was due to difficulty in working with him that cause unreasonable delay and several amendments to the previously filed 10Qs. On November 19, 2021, the Company engaged M.S. Madhava Rao as its independent accountant to provide auditing services for going forward for the Company. Prior to such engagement, the Company had no consultations with M.S. Madhava Rao. The decision to hire M.S. Madhava Rao was approved by the Company’s Board of Directors. The disagreement between the Registrant and MICHAEL GILLESPIE & ASSOCIATES on a matter related to accounting principles or practices was resolved to the satisfaction of M.S. Madhava Rao. The Company decided to change its auditors to M N Vijay Kumar On December 24, 2022; no disagreements existed with M.S. Madhava Rao.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
10
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Identity of Officers and Directors
Our bylaws provide that the number of directors who shall constitute the whole board shall be such number as the board of directors shall at the time have designated. Each director shall be selected for a term of one year and until his successor is elected and qualified. Vacancies are filled by a majority vote of the remaining directors then in office with the successor elected for the unexpired term and until the successor is elected and qualified.
The officers and directors are as follows:
| Name | Age | Positions Held | ||||
| Alex Jun Ho Yang (1) | 62 | CEO and Chairman | ||||
| Ho Soon Yang (2) | 56 | CFO, Treasurer and Secretary |
| (1) | On February 25, 2020, Alex Jun Ho Yang was appointed to the Board of Director, and as President and Chief Executive Officer, |
| (2) | On October 14, 2019, Ho Soon Yang consented to act as the President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company. On February 25, 2020, Ho Soon Yang resigned as President, Chief Executive Officer, and Secretary, but remained Chief Financial Officer and Treasurer. |
| (3) | On April 24, 2020. Madeline Choi was appointed as Secretary to the Company by the Current Board of Directors. On September 22, 2022, Madeline Choi resigned as Secretary. Ho Soon Yang was appointed as Secretary of the Company by the Board of Directors. |
Director Independence
We do not have any independent directors serving on our Board of Director.
Executive Officers and Directors
Jun Ho Yang, Chief Executive Officer & Director.
With over 25 years of running and starting successful business Alex Jun Ho Yang is a seasoned executive focused on the profitability of all his ventures Real Estate Company Sella Property, LLC and his Charitable Foundation, The Christian Herald USA. With his experience in real estate and finance he turned his expertise into starting and running a successful internet company, rentonweb.com. He continues to remain active his long-time real estate firm Sella Property, LLC focusing on the California Market. He has founded numerous charities and foundations and has served as a Founding Pastor at his Church in California, Cornerstone Church, and as a Missionary to Africa. He graduated high school and four-year degree at Emanuel University in Los Angeles California. From January 2014, to the present, he has been the President of Sella Property, the real estate property owner. From March 2012, to the present, he has been CEO of The Christian Herald, a Christian based foundation.
Ho Soon Yang, Chief Financial Officer, Treasurer, and Secretary
Ho Soon Yang is an experienced executive with over 25 years of business experience in the fields of importing and exporting. She has devoted much her time to importing and exporting Nutritional Supplements and Specialty materials. She has worked for Sellacare, Inc. for the last 5 years, Inc. In addition, she oversaw all technology, products and customer service for Sellacare, INC. She attended high school and graduated from Han Yang University in Seoul, South Korea. From February 2011 to the present, she has been President of SellaCare Inc,
Board Leadership Structure and Risk Oversight
The Board oversees our business and considers the risks associated with our business strategy and decisions. The Board currently implements its risk oversight function as a whole. Each of the Board committees, when established, will also provide risk oversight in respect of its areas of concentration and reports material risks to the board for further consideration.
11
Term of Office
Directors serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve for one (1) year until the meeting of the Board following the annual meeting of shareholders and until their successors have been elected and qualified.
Significant Employees
We have no significant employees other than our officers.
Family Relationships
Alex Jun Ho Yang and Ho Soon Yang are husband and wife. We expect, as the Company grows to bring in additional unrelated officers and or directors to the Company.
Director or Officer Involvement in Certain Legal Proceedings
During the past five (5) years, none of the following occurred with respect to one of our present or former directors or executive officers: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two (2) years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
Director Independence
We use the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Under such definitions, we have no independent directors. However, our Common Stock is not currently quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our Board be independent and, therefore, the Company is not subject to any director independence requirements.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires a company’s directors, officers, and stockholders who beneficially own more than 10% of any class of equity securities of the Company registered pursuant to Section 12 of the Exchange Act (collectively referred to herein as the “Reporting Persons”), to file initial statements of beneficial ownership of securities and statements of changes in beneficial ownership of securities with respect to the company’s equity securities with the SEC. All Reporting Persons are required by SEC regulation to furnish us with copies of all reports that such Reporting Persons file with the SEC pursuant to Section 16(a).
Code of Ethics
We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.
Audit Committee and Audit Committee Financial Expert
We do not currently have an audit committee financial expert, nor do we have an audit committee. Our board of directors, handles the functions that would otherwise be handled by an audit committee. We do not currently have the capital resources to pay director fees to a qualified independent expert who would be willing to serve on our board and who would be willing to act as an audit committee financial expert. As our business expands and as we appoint others to our board of directors, we expect that we will seek a qualified independent expert to become a member of our board of directors. Before retaining any such expert our board would make a determination as to whether such person is independent.
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ITEM 11, EXECUTIVE COMPENSATION
Madeline Choi received 1,000,000 shares as compensation in 2020. No officer or directors of the Company has received any compensation since 2019.
Our directors and officers do not have unexercised options, stock that has not vested, or equity incentive plan awards.
We do not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or any director since our inception; accordingly, no stock options have been granted or exercised by any of the officers or directors since inception.
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by our officer or director or employees or consultants since inception.
To the knowledge of management, during the past five years, no present or former director, or executive officer of the Company:
1. Has filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;
2. Was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting, the following activities:
i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;
ii. Engaging in any type of business practice;
iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
4. Was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending, or otherwise limiting for more than 60 days the right of such person to engage in any such activity.
5. Was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been subsequently reversed, suspended, or vacated.
13
6. Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
Director Compensation
We do not currently pay any compensation to our directors, nor do we pay directors’ expenses in attending board meetings.
Employment Agreements
The Company is not a party to any employment agreements.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 15, 2026, the number and percentage of our outstanding shares of common stock owned by (i) each person known to us to beneficially own more than 5% of our outstanding common stock, (ii) each director, (iii) each named executive officer, and (iv) all officers and directors as a group. Common stock beneficially owned and percentage ownership was based on our, shares outstanding on July 11, 2022 of 100,000,000.
| Common Stock | Direct | Indirect | Total | Percentage | ||||||||||||
| Name and Address of Beneficial Owner | ||||||||||||||||
| Executive Officers and Directors (1) | ||||||||||||||||
| Jun Ho Yang | 31,500,000 | -0- | 31,500,000 | 30.7 | % | |||||||||||
| Ho Soon Yang | 32,501,000 | -0- | 32,501,000 | 31.7 | % | |||||||||||
| Officers and Directors as a Group (1 persons) | 64,001,000 | 65,001,000 | 62.4 | % | ||||||||||||
| Other 5% Holders (2) | ||||||||||||||||
| Shuchun Yu | 7,935,250 | 7,935,250 | 7.7 | % | ||||||||||||
| Common stock owned by 5% shareholders (1 persons) | 7,935,250 | 7,935,250 | 7.7 | % | ||||||||||||
| (1) | 621 S. Virgil Avenue #470, Los Angeles, CA 90005 |
| (2) | LIN, JINGPINGLI, ZHONGHE CITY, TAIPEI, TW |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The following information summarizes transactions we have either engaged in for the past two fiscal years or propose to engage in, involving our executive officers, directors, more than 5% stockholders, or immediate family members of these persons. These transactions were negotiated between related parties without “arm’s length” bargaining and, as a result, the terms of these transactions may be different than transactions negotiated between unrelated persons.
As of December 31, 2025, there was $4,740 in loan payable to Jun Ho Yang, CEO of the Company.
Sellacare, Inc. Note Payable
On December 31, 2025, the Company entered into a Note Payable agreement with Sellacare, Inc., a related party, to convert $85,000 of outstanding accounts payable related to product purchases into a formal debt obligation.
| ● | Terms of the Note: The principal amount of $85,000 bears interest at a rate of three percent (3%) per annum, calculated on a simple basis. | |
| ● | Interest Accrual: Per the terms of the agreement, interest will begin to accrue on January 1, 2026. Consequently, no interest expense was recognized for the year ended December 31, 2025. | |
| ● | Repayment: Accrued interest is payable annually or upon repayment of the Principal, whichever occurs first. |
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Rental Costs
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. The Company is currently operating under a no rent basis and plans to renew the rental agreement in second half of 2026.
Royalty Costs
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 December 31, 2025, $168,712 of licensing fees have been accrued.
Sale to SellaCare, Inc.
The Company purchased products from Sella Care. Due to inventory shortages communicated by Sella Care, the products were subsequently resold through a related party transaction. The resale was conducted at the same price as the original purchase price, resulting in no profit margin to the related party.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
The following table presents the aggregate fees billed for each of the last two fiscal years by M N Vijaykumar & Associates, PLLC our Independent Registered Public Accounting Firm, in connection with the audit of our financial statements and other professional services rendered by those accounting firms.
| 2024 | 2023 | |||||||
| Audit fees | $ | 14,350 | $ | 9,350 | ||||
| Audit-related fees | $ | - | $ | - | ||||
| Tax fees | $ | - | $ | - | ||||
| All other fees | $ | 14,350 | $ | 9,350 | ||||
Audit fees represent fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-K or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.
Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.
Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning.
All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for the other three categories.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
The audited financial statements of the Company are included in this report under Item 8.
(a)(2) Financial Statement Schedules
All financial statement schedules are included in the footnotes to the financial statements or are inapplicable or not required.
(a)(3) Exhibits
The following documents have been filed as part of this report.
| Exhibit No. | Description | |
| 10.1 | Related Party Notes Payable | |
| 31.1 | Rule 13a14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer | |
| 32.1 | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer | |
| 101.INS* | Inline XBRL Instance Document(1) | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document(1) | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document(1) | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document(1) | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document(1) | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document(1) | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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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 26, 2026 | By: | /s/ Jun Ho Yang |
| Name: | Jun Ho Yang | |
| Title: | Chief Executive Officer (Principal Executive Officer) | |
| Date: May 26, 2026 | By: | /s/ Ho Soon Yang |
| Name: | Ho Soon Yang | |
| Title: | Chief Financial Officer (Principal Financial and Accounting Officer) | |
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