Yinfu Gold Corp. (ELRE)
Yinfu Gold Corporation (OTCQB: ELRE) is a Wyoming shell company with PRC subsidiaries, pivoting to Internet, AI, and IoT ventures but with **no operating revenues**. For fiscal 2025, it recorded **$0 revenue**, **$87,399** in operating expenses, and a **net income of $29,444** solely due to relat...
Yinfu Gold Corporation (OTCQB: ELRE) 2025 10-K Review
In this review, we dive into the critical highlights of Yinfu Gold Corporation’s 10-K for the fiscal year ended March 31, 2025, examining its business model, financial position, operating results, and key risk factors. We also provide an investment score and our analysis of the company’s prospects.
Warren.AI 💰 2.3 / 10
1. Company & Business Overview
Yinfu Gold Corporation is a Wyoming-incorporated shell company established in 2005 (originally as Ace Lock & Security, Inc.). Over time it pivoted from mineral exploration to a blank‐check vehicle seeking ventures in:
- Internet Technology
- Artificial Intelligence (AI)
- Internet of Things (IoT)
To date, Yinfu Gold has not generated operating revenues. It completed these notable transactions:
- 2014: Acquired China Enterprise Overseas Investment & Finance Group Limited (CEI), a data‐driven asset of 31 million members.
- 2017: Acquired Hong Kong holding company Yinfu Group International Holdings and its PRC WFOE subsidiary.
- 2023: Raised US$120,000 in a private placement, issuing 120 million shares for working capital.
Corporate Structure
Yinfu Gold Corporation (Wyoming, USA)
├─ Yinfu Group International Holdings Ltd. (HK)
└─ Yinfu International Holdings Ltd. (PRC WFOE)
All operations are funneled through the PRC WFOE, and all revenue is expected to derive from China, making the company highly exposed to PRC regulatory and foreign-exchange risks.
2. Financial Results & Condition
As of March 31, 2025
- Cash & Equivalents: $440 (down from $488)
- Total Assets: $22,443
- Total Liabilities: $517,459
- Stockholders’ Deficit: $(495,016)
Operating Performance
| Metric | FY 2025 | FY 2024 |
|---|---|---|
| Revenue | $0 | $0 |
| Operating Expenses | $87,399 | $82,877 |
| Net Operating Loss | $(87,399) | $(82,877) |
| Other Income (Debt Forgiveness) | $116,843 | $17,416 |
| Net Income (Loss) | $29,444 | $(65,461) |
- Net Income in 2025: Due entirely to $116,843 of related‐party debt forgiveness, not operational profits.
- Recurring Losses: Operating cash burn is ~ $72,000/year, with minimal cash on hand.
Cash Flow Highlights
- Cash used in Operations: $(72,114)
- Cash provided by Financing: $80,535 (loans from directors)
- Net Change: $(48)
Liquidity & Going Concern
Yinfu Gold’s working capital deficit stands at $(495,704). The company acknowledges substantial doubt about its ability to continue as a going concern unless it can raise additional equity or debt financing. Management intends to fund operations through private placements and related‐party advances.
3. Key Risk Factors
Yinfu Gold’s 10-K outlines extensive risk disclosures. The most critical include:
- No Revenue & Operating History: Future success hinges on identifying and funding a viable business venture.
- Going Concern Risk: Insufficient cash and negative equity require new financing.
- PRC Regulatory Environment:
- Foreign exchange controls (SAFE Circular 37, Circular 19).
- Uncertainties under the PRC Enterprise Income Tax Law, Data Security Law, Cybersecurity Review.
- Potential changes in internet licensing (ICP License) and data protection laws.
- US Regulatory Scrutiny: PCAOB inspection constraints on Chinese audit papers, Holding Foreign Companies Accountable Act.
- Related‐Party Funding: Heavy reliance on director and significant shareholder financing raises corporate governance concerns.
These risks create formidable barriers to launching operations or attracting new capital in the near term.
4. Corporate Governance & Management
- Board of Directors: As of March 31, 2025, Yinfu Gold had a single director, Mr. Zhang Hong, serving as President, CFO, and Secretary.
- Officer Changes: On May 19, 2025, founder Mr. Jiang Libin resigned from all officer and director roles; Mr. Zhang Hong assumed consolidated leadership.
Governance Weaknesses
- No audit or compensation committees.
- Lack of independence: One‐person board.
- Material weaknesses cited in internal control (segregation of duties, oversight).
5. Outlook & Conclusion
Yinfu Gold is essentially a cash‐starved shell with no revenue, an inexperienced single‐director board, and significant PRC and going‐concern risks. Its sole 5.0 All figures are U.S. dollars, unless otherwise noted.
Investment Score: 2.3/10
We assign a low score due to:
- Zero operating revenues and persistent losses.
- Reliance on related‐party debt forgiveness and director loans.
- High regulatory and geopolitical uncertainty in China.
- Weak corporate governance and single‐director structure.
- Severe liquidity constraints.
Net Profit (Loss): The reported net income of $29,444 in FY 2025 stems entirely from related‐party debt forgiveness; the core business remains loss‐making.
Unless Yinfu can secure substantial external funding, assemble an independent board, and execute a credible business plan, it remains unsuitable for traditional investment portfolios.
Disclaimer: This post is for informational purposes only and does not constitute investment advice. Always perform your own due diligence.