OTC: ELRE

The Reverse Split was approved by the holders of a majority of our stock entitled to vote on the Record Date. The vote required to approve the Reverse Split was 50% of the shares entitled to vote plus one vote, a simple majority. The actual affirmative vote was 58.84% of the issued shares.

On November 9, 2016, we filed a Schedule 14C with Securities and Exchange Commission. On February 16, 2017, the Company received a notification from the Financial Industry Regulatory Authority (“FINRA”) that our application for Reverse Split was approved by FINRA and the market effective date was February 17, 2017. The post-split total shares outstanding is 9,917,592 shares (pre-reverse split 1-for-5 shares) with the fractional shares rounded to the next whole share.

On November 16, 2021, the board of directors approved a 5-in-1 reverse stock split for the Company’s common stock while waiting for approval from the Financial Industry Regulatory Authority (“FINRA”) as of this Annual Report filing. The reverse stock split was retrospectively reflected throughout the consolidated financial statements and footnotes. The post-split total shares outstanding is 1,983,518 shares with the fractional shares rounded to the next whole share.

Acquisition and disposition

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

Private placement

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

February 14, 2023, the Company entered into Subscription Agreements for Placement of Shares with the six targeted subscribers pursuant to the above Resolutions. As of the filing date, the Company received the proceeds of $120,000 as working capital.

These common shares became effective from February 22, 2023 as follows.

Issued Common Stocks

Certificate ID

Certificate #

Name

Restriction

Shares

001-285-901

BAL 303

Bo Shaorong

Rule 144

28,400,000

001-285-902

BAL 304

Chen Qiang

Rule 144

59,800,000

001-285-903

BAL 305

Wang Xian

Rule 144

100,000

001-285-904

BAL 306

Liu Leigang

Rule 144

100,000

001-285-905

BAL 307

Sun Ming

Rule 144

100,000

001-285-906

BAL 308

Bai Chengwei

Rule 144

100,000

001-285-907

BAL 309

LAI, Hai Ying

Rule 144

31,400,000

Total of Shares

120,000,000

The Company has no present plans to be acquired or to merge with another company, nor does the Company, nor any of its shareholders, have plans to enter into a change of control or similar transaction.

Current Business

The Company was originally incorporated under the laws of the State of Wyoming as Ace Lock & Security, Inc. The Company was established as an exploration stage company engaged in the search for commercially viable minerals. We no longer pursue opportunities related to the exploration of minerals. Our name changed to Yinfu Gold Corporation, as filed with the State of Wyoming on November 18, 2010, signified that we have commenced working toward a major change in our business plan and business model.

Effective November 20, 2014, the Company executed a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares and assets of China Enterprise Overseas Investment & Finance Group Limited (“CEI”). Pursuant to the agreement, the Company has agreed to issue 1,599,982 restricted common shares of the Company to the owners of CEI. In connection with the acquisition, the Company acquired the domain http://www.dahuacheng.com with a customer database consisting of 31 million members as of November 17, 2014.

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

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

Currently, we do not yet have a source of revenue. We are not able to fund our cash requirements through our current operations. Historically, we were able to raise a limited amount of capital through a private placement of our equity stock and through loans from our president, but we are uncertain about our continued ability to obtain adequate capital to fund operating losses until we become profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations, our shareholders may lose some or all of their investment and our business may fail.

Our president and directors continue to provide their labor at current salary. When we are able to do so, we plan to hire up to 20 staff members during the next 12 months of operation, and will also rely on the services of independent professionals for the auditing, evaluation and legal requirements for our listing business.

Seasonality

The nature of our future products and services does not appear to be affected by seasonal variations.

Government Regulations

Other than the required adherence to general business laws and regulatory disclosure, our services do not appear to be affected by any specific additional regulations. However, this does not preclude the possibility that governments where we operate or may eventually operate will not institute regulations that will make our company difficult or impossible to operate.

Research and Development

We have spent no time on specialized research and development activities, and have no plans to undertake any research or development in the future.

Environmental Matters

Our operations are not subject to environmental laws, including any laws addressing air and water pollution and management of hazardous substances and wastes and we do not anticipate capital expenditures for environmental control facilities.

Employees

We currently have three employees, including Mr. Zhang Hong, our president and new chairman of board appointed from May 19, 2025, and Mr. Zhang Hong serve with monthly salary of $5,000 from May 2025. To the best of our knowledge, we are in compliance with local prevailing wage regulations. None of our employees is represented by any collective bargaining agreement, and our relationship with our employees is good.

ADDITIONAL INFORMATION

We are required to file quarterly, annual and current reports. The Company files its reports electronically with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other electronic information regarding issuers that file electronically with the SEC at http://www.sec.gov.