UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K10-K

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

For the fiscal year ended:ended March 31, 20172020

OR

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

Commission File Number: 333-152242

YINFU GOLD CORPORATION

(Exact name of registrant as specified in its charter)

WYOMING		20-8531222
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Suite 2408, Dongfang Science and Technology Mansion, Nanshan District, Shenzhen, China 518000

(Address of principal executive offices)

(86)755-8316-0998

Suite 2408, Dongfang Science and Technology Mansion, Nanshan District, Shenzhen, China 518000 (Address of principal executive offices) (86)755-8316-0998

(Registrant’s telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨Yes     xNo 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨Yes     xNo 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xNo o¨

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. YesAct). YES o NoNO x

Indicate the number of shares outstanding of eachSecurities registered pursuant to Section 12(b) of the issuer’s classesAct:

As of common stock, as of the latest practicable date: As ofMay 29, 2017, the Company had 9,917,592June 30, 2020, we have 9,917,592 shares of common stock, par value $0.001 per share issued and outstanding.

PART I

Yinfu Gold Corporation   Form 10-K March 31, 2020 Table of Contents

PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words "expects"“expects”, "anticipates"“anticipates”, "intends"“intends”, "believes"“believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections "Business"“Business”, "Risk Factors"“Risk Factors” and "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations”. You should carefully review the risks described in this Annual Report on Form 10-K and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

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

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

2

Item 1. Business

Item 1. Business

Corporate Overview

Yinfu Gold Corporation (the “Company”) is a Wyoming corporation incorporated on September 1, 2005, as a for-profit company, and has a fiscal year end of March 31. The Company’s business office is located at Suite 2408, Dongfang Science and Technology Mansion, Nanshan District, Shenzhen, China 518000. The telephone number is (86)755-8316-0998.

The Company has limited cash on hand. We have sustained losses for year ended March 31, 20172019 and has relied solely upon the funding obtained from management and significant stockholders.

Name Change

The Company was originally incorporated under the laws of the State of Wyoming as Ace Lock & Security, Inc. On March 5, 2007, we filed a Certificate of Amendment with the Wyoming Secretary of State to change our name from Ace Lock & Security, Inc. to Element92 Resources Corp. On August 16, 2010, we filed a Certificate of Amendment with the Wyoming Secretary of State to change our name from Element92 Resources Corp. to Yinfu Gold Corporation. On November 18, 2010, the Companywe received a notification from the Financial Industry Regulatory Authority (“FINRA”) that subsequent to an amendment filed with the State of Wyoming on August 16, 2010 the Company’sname change of name from Element92 Resources Corp. to Yinfu Gold Corporation was posted as effective with FINRA.effective.

Change in Authorized Capital

On December 8, 2014, the Company increased the authorized capital from 1,000,000,000 common shares to 3,000,000,000 common shares.

3

Table of Contents

Reverse Split

The record date for the determination of stockholders entitled to consent to the 1 for 100 Reverse Split was October 17, 2016 (the “Record Date”). As of that date, we had 991,770,362 issued and outstanding shares of common stock, par value $0.001. Each share of our common stock entitles the holder thereof to one vote on each matter that may come before a meeting or vote of our stockholders.

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 with the fractional shares rounded down 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.

During the year ended March 31, 2018, we disposed the discontinued business, Element Resources International Limited. No gain or loss was recognized as a result of the disposal.

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 changechanged 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 800 million restricted common shares of the Company to the owners of CEI.

Dahua Online Shopping Mall (http: In connection with the acquisition, the Company acquired the domain http://www.dahuacheng.com) is an online shopping platform in the China marketwww.dahuacheng.com with two mainstream e-commerce models: business to business (B2B) and business to consumer (B2C). There are over 3,000 suppliers in China, which provide an online listinga customer database consisting of millions of commodities. The real-time payment system of Dahua is convenient, safe and fast.

Dahua Online Shopping Mall has registered 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.

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

4

On February 6, 2015, the Company signed a Sale and Purchase Agreement to acquire 100% of the shares and assets of Eternal Fairy International Ltd., (“EFI”), a British Virgin Islands corporation. Pursuant to the Agreement, the Company agreed to issue 1,200,000,000 (1.2 billion) restricted common shares of the Company to the shareholders of EFI. EFI which in turn owns Dongguan YouDai Financial Information Services Co., Ltd (“DYD”), a company incorporated in the People’s Republic of China (the “PRC”). DYD is a company that focuses on peer-to-peer (“P2P”) lending services. DYD provides a platform that matches lenders directly with the borrowers and charges a commission fee. Through our P2P platform, lenders can earn higher returns compared to savings and investment products offered by banks, where borrowers can borrow money at lower interest rates.

Effective September 22, 2015, the Company executed a Deed of Termination and Mutual Release (the “Termination”) between the Company and EFI. The Termination cancels the Sale and Purchase Agreement to acquire 100% of the shares and assets of EFI, as reported via a Form 8-K dated February 6, 2015.

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 no charge. 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.

Markets

We are working to establish and build a P2P online lending service platform and become one of the P2P on-line lending service providers in China.

Competition

Barrier to entry in the industry is low and there are many competitors. Our competitors have significantly greater financial and marketing resources than we do. There are no assurances that our efforts to compete in the marketplace will be successful.

Seasonality

The nature of our 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.

Intellectual Property

We currently hold rights to a registered database with 31 million members, and we have not filed for copyright or trademark protection for our name or services.

5

Table of Contents

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 fifteeneight employees, including our president and directors who serve without remuneration. 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.

Item 1A. Risk Factors

As a "smaller“smaller reporting company"company”, we are not required to provide the information required by this Item.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Our principal place of business and corporate offices are located at Suite 2408, Dongfang Science and Technology Mansion, Nanshan District, Shenzhen, China 518000. The telephone number is (86)755-8316-0998. Our President, Mr. Jiang Libin, supplies our office space and telephone at no cost to us.

Item 3. Legal Proceedings.

We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.

Item 4. Mine Safety Disclosures.

Not applicable.

6

Table of Contents

PART II

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is not traded on any exchange but is currently available for trading in the over-the-counterover‑the‑counter market and is quoted on the Over the Counter Bulletin Board ("OTCBB"(“OTCBB”) and on the OTCQB operated by the OTC Markets Group, Inc. under the symbol "ELRE."“ELRE.” Our stock was approved for quotation on the OTCBB in 2007. Trading in stocks quoted on these markets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company'scompany’s operations or business prospects.

Over the counter securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Over-the-counter issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchanges.

Trades in our common stock may be subject to Rule 15g-915g‑9 of the Securities Exchange Act of 1934, as amended, which imposes requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser'spurchaser’s written agreement to the transaction before the sale.

The SEC also has rules that regulate broker/dealer practices in connection with transactions in "penny“penny stocks."” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities listed on certain national exchanges, provided that the current price and volume information with respect to transactions in that security is provided by the applicable exchange or system). The penny stock rules require a broker/dealer, before effecting a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer'scustomer’s account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing before effecting the transaction, and must be given to the customer in writing before or with the customer'scustomer’s confirmation. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for shares of our common stock. As a result of these rules, investors may find it difficult to sell their shares.

7

The following table sets forth the quarterly high and low bid prices for the common stock from March 31, 20152018 to March 31, 2017.2020. The prices set forth below represent inter-dealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions.transactions

__________

*: Common stock retroactively adjusted for 1 for 100 reverse stock split, effective February 17, 2017

Holders

As of May 29, 2017,March 31, 2020, there were 12871,352 stockholders of record, and an aggregate of 9,917,592 shares of our common stock were issued and outstanding.

The transfer agent of our company’s common stock is Transfer Online, Inc. at SE 512 Salmon Street, Portland, OR 97214.

Description of Securities

The authorized capital stock of our company consists of 3,000,000,000 shares of common stock, at $0.001 par value.

Dividend Policy

We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

8

Table of Contents

Equity Compensation Plan Information

We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.

Recent Sales of Unregistered Securities

We did not sell any equity securities, which were not registered under the Securities Act during the year ended March 31, 2017,2020, that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended March 31, 2017.2020.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended March 31, 2017.2020.

Item 6. Selected Financial Data

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Item 1A.

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

Overview

Yinfu Gold Corporation (the “Company”) is a Wyoming corporation incorporated on September 1, 2005, under the name Ace Lock & Security, Inc. Our name was changed to Yinfu Gold Corporation as of November 18, 2010. We are working to establish and build the Dahua Online Shopping Mall (http://www.dahuacheng.com), ana peer-to-peer (“P2P”) online shopping service.lending service platform.

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

Plan of Operation

We devote substantial efforts to establishing anonline shoppinga P2P online lending service platform. However, our planned principal operations have not yet commenced.

Effective November 20, 2014,In 2020, we plan to establish the Company acquired 100% of the shares and assets of China Enterprise Overseas Investment & Finance Group Limited (“CEI”). CEI owns the Dahua Online Shopping Mall (http://www.dahuacheng.com). The Dahua Online Shopping Mall is anas a known P2P online shopping platform in the China market with two mainstream e-commerce models: business to business (B2B) and business to consumer (B2C). There are over 3,000 suppliers in China, whichlending service provider. We provide an online listing of millions of commodities. The real-time payment system of Dahua is convenient, safelending platform that matches lenders directly with the borrowers and fast. The Dahua Online Shopping Mall has registered 31 million members as of November 17, 2014.charge a commission fee. Through our P2P platform, lenders can earn higher returns compared to savings and investment products offered by banks, while borrowers can borrow money at lower interest rate.

Need for Additional Capital

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

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

9

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

Results of Operations

We have generated no revenues and have incurred $201,778$207,316 in expenses throughfor the year ended March 31, 2017.2020.

The following table provides selected financial data about our company as of March 31, 20172020 and 2016.2019.

As of March 31, 2017,2020, the Company’s cash balance was $2,452$775 compared to $122$519 as of March 31, 2016,2019, and our total assets as of March 31, 2017,2020, were $152,453$118,940 compared with $150,123$7,558 as of March 31, 2016.2019. The increase in total assets was due to the recognition of operating lease right of use asset, net as of March 31, 2020.

As of March 31, 2017,2020, the Company had total liabilities of $785,505$1,721,723 compared with total liabilities of $692,186$1,423,662 as of March 31, 2016.2019. The increase in total liabilities was primarily attributed to an increase in related party debt owed to the President of the Company, and to an increase in accounts payable and accrued liabilities, other payables, and operating lease liabilities. The Company received $141,088 as deposit from an unrelated third party to secure a potential joint venture with the Company.

Revenues

The Company has generated no operating revenues during the years ended March 31, 20172020 and 2016.2019.

Operating expenses

For the year ended March 31, 2017,2020, total operating expenses were $90,978$206,351 which consisted solely of general and administrative fees and professional fees. For the year ended March 31, 201631,2019, total operating expenses were $62,367$263,325 which consisted solely of general and administrative fees and professional fees. The increasedecrease in professional feesoperating expense was primarily due to the cost of complying withdecrease in general and administrative fees, which mainly resulted from lessor daily expenditure occurred, such as the SEC reporting requirements duringtravelling expense, entertainment expense,etc, for the year ended March 31, 2017.2020.

10

Table of Contents

Liquidity and Capital Resources

Working Capital

As of March 31, 2017,2020, the Company had a working capital deficiency of $633,052$1,674,197 compared with working capital deficiency of $542,063$1,416,104 as of March 31, 2016.2019. The increase in working capital deficiency was primarily attributed to the increase in current liabilities due to an increase in account payable and notes payable to the President of the Company.

Cash Flows

Cash Flows Used in Operating Activities

During the year ended March 31, 2017,2020, the Company had $82,122$39,870 in cash used in operating activities which was mainly attributed to loss from operations of $90,978$207,316 partially offset by decrease in other receivable of $2,297 and increase in accounts payable and accrued liabilities of $8,856,$15,255, compared to cash used in operating activities of $62,367$317,633 during the year ended March 31, 2016.2019. The increasedecrease in cash used for operating activities was primarily attributeddue to professional fees relatedthe decrease in net loss and increase in accounts payable, accrued liabilities, operating lease liabilities, and other payables for the year ended March 31, 2020. Other payables consist of $138,045 received as deposit from an unrelated third party to regulatory and reporting requirements.secure a potential joint venture with the Company.

Cash Flows from Investing Activities

During the years ended March 31, 20172020 and 2016,2019, the Company used no cash in investing activities.

Cash Flows from Financing Activities

During the years ended March 31, 20172020 and 2016,2019, the President had advanced the Company $84,463$145,647 for operating expenses, received $119,981 from the Company as repayments, and $62,415collected $12,555 on behalf of the Company as a deposit for a potential joint venture. During the years ended March 31, 2020 and 2019, the repayment of unrelated party short-term loan was $1,436 and $0 respectively for operating expenses.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a "smaller“smaller reporting company"company”, we are not required to provide the information required by this Item.

1112

Table of Contents

Item 8. Financial Statements and Supplementary Data.

YINFU GOLD CORPORTION

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2020 AND 2019

(STATED IN U.S. DOLLARS)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To

Opinion on the Board of Directors and Stockholders of Yinfu Gold Corporation

(Incorporated in the State of Wyoming, United States of America)Financial Statements

We have audited the accompanying consolidated balance sheets of Yinfu Gold Corporation and its subsidiaryCorp. (the “Company”)Company) as of March 31, 20172020 and March 31, 2016,2019, and the consolidatedrelated statements of operations, the consolidated statements of stockholders’ equity, and the consolidated statements of cash flows for each of the years in the two-year period ended March 31, 20172020, and March 31, 2016. These financial statements are the responsibility of the Company’s management. Our responsibility isrelated notes (collectively referred to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”).Those standards require that we plan and perform the audit to obtain reasonable assurance about whetheras the financial statements are free of material misstatement. The Company is not required to have, nor have we been engaged to perform, an audit from 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 the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.

statements). In our opinion, these consolidatedthe financial statements referred to above present fairly, in all material respects, the financial position of Yinfu Gold Corporation and its subsidiarythe Company as of March 31, 20172020 and March 31, 2016,2019, and the results of theirits operations and theirits cash flows for each of the years in the two-year period ended March 31, 2017 and March 31, 2016, in conformity with accounting principles generally accepted in the United States of America.2020.

Explanatory Paragraph Regarding 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 an accumulated deficit of $201,778 as of March 31, 2017, and a net loss of $90,978 and net cash used in operations of $82,122 forhad incurred substantial losses during the year, ended March 31, 2017. These factors raiseand has a working capital deficit, which raises substantial doubt about the Company'sits ability to continue as a going concern. Management's plans concerningManagement’s plan in regards to these matters are also described in Note 3. TheThese financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Anthony Kam & Associates Limited

Anthony Kam & Associates Limited

Certified Public Accountants

May 29, 2017

Hong Kong, ChinaBasis 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits 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 audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ JLKZ CPA LLP

JLKZ CPA LLP.

Flushing, New York

June 29, 2020

We have served as the Company’s auditor since December 2018 

The accompanying notes are an integral part of these consolidated financial statements

YINFU GOLD CORPORATION

CONSOLIDATED BALANCE SHEETS

*: Common stock retroactively adjusted for 1 for 100 reverse stock split, effective February 17, 2017

See Notes to the Consolidated Financial Statements.

13F-3

Table of Contents

*: Common stock retroactively adjusted for 1 for 100 reverse stock split, effective February 17, 2017The accompanying notes are an integral part of these consolidated financial statements

See Notes to the Consolidated Financial Statements.

14F-4

Table of Contents

Yinfu Gold Corporation

Consolidated Statement of Changes in Stockholders’ Deficiency

YINFU GOLD CORPORATION(Stated in U.S. Dollars)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

		Common Stock**
		Number				Par				Capital				Subscription				Accumulated
		Of shares				Value				Deficiency				Receivable				deficit				Total
Balance as of March 31, 2015			21,917,703			$	21,918			$	(451,168	)		$	(2,013	)		$	(48,433	)		$	(479,696	)
Cancellation of shares issued for acquisition of EFI*, on September 22, 2015			(12,000,000	)			(12,000	)			12,000				-				-				-
Net income (loss)			-				-				-				-				(62,367	)			(62,367	)
Balance as of March 31, 2016			9,917,703			$	9,918			$	(439,168	)		$	(2,013	)		$	(110,800	)		$	(542,063	)
Cancellation of shares upon rounding for reverse stock split			(111	)			-				(11	)			-				-				(11	)
Net Income (loss)			-				-				-				-				(90,978	)			(90,978	)
Balance as of March 31, 2017		9,917,592***				$	9,918			$	(439,179	)		$	(2,013	)		$	(201,778	)		$	(633,052	)

__________

*: “EFI” stands for Eternal Fairy International Ltd., a British Virgin Islands corporation. This abbreviation applies to theThe accompanying footnotes are an integral part of these consolidated financial statements and the notes to the consolidated financial statements.

**: Common stock retroactively adjusted for 1 for 100 reverse stock split, effective February 17, 2017

***: With the fractional shares rounded down to the next whole share.

See Notes to the Consolidated Financial Statements.

15F-5

Table of Contents

See Notes to the Consolidated Financial Statements.The accompanying footnotes are an integral part of these consolidated financial statements

16F-6

Table of Contents

Yinfu Gold Corporation

Notes to Audited Consolidated Financial Statements

(Stated in U.S. Dollars)

YINFU GOLD CORPORATION

Notes to theConsolidated Financial Statements

March 31, 2017 and 2016

NOTE 1 –- ORGANIZATION AND DESCRIPTION OF BUSINESS

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

WeThe Company no longer pursuepursues opportunities related to the exploration of minerals. OurThe name change to Yinfu Gold Corporation, as filed with the State of Wyoming on November 18, 2010, signified that we havethe Company has commenced working toward a major change in our business plan and business model.

Effective November 20, 2014, the Company executed a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares and assets of China Enterprise Overseas Investment & Finance Group Limited (“CEI”), a British Virgin Islands corporation. Pursuant to the Agreement, the Company has agreed to issue 800 million restricted common shares of the Company to the owners of CEI.

Dahua Online Shopping Mall (http://www.dahuacheng.com) is an online shopping platform in the China market with two mainstream e-commerce models: business to business (B2B) and business to consumer (B2C). There are over 3,000 suppliers all over the China to provide an online listing of millions of commodities. The real-time payment system of Dahua is convenient, safe and fast.

Dahua Online Shopping Mall has registered 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 by a third-party valuator. The valuation report was received by the Company on January 28, 2015.

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

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

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

During the year ended March 31, 2018, we disposed the discontinued business, Element Resources International Limited. No gain or loss was recognized as a result of the disposal.

The accompanying comparative financial statements have been retroactively restated to combine the financial data of previously separate entities with those of the Company.

 Yinfu Gold Corporation

Notes to Audited Consolidated Financial Statements

(Stated in U.S. Dollars)

NOTE 2 –- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

17

Principles of Consolidation

Principles of Consolidation

For March 31, 2017, theThe accompanying consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, Element Resources International Limited (“Element Resources”) incorporated in Hong Kong and CEI.subsidiaries. All significant intercompany balances and transactions have been eliminated in the consolidation.

Yinfu Group Overseas Investment & Finance Limited is a holding entity established in BVI that did not have any activities or operations since inception.

On June 25, 2019, the management decided to abandon the BVI entity and transfer its subsidiaries Yinfu Group International Holdings Limited and Yinfu International Holdings Limited (“WOFE”) to Yinfu Gold Corp.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

Discontinued Operations

The Company follows ASC 205-20, “Discontinued Operations,” to report for disposed or discontinued operations.

Cash and Cash Equivalents

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

Foreign Currency Translation and Re-measurement

In accordance with ASC 830, “Foreign Currency Matters”, the Company'sCompany’s foreign operations whose functional currency is not the U.S. dollar, the assets and liabilities are translated into U.S. dollars at current exchange rates. Resulting translation adjustments are reflected as other comprehensive income (loss) in stockholders'stockholders’ equity. Revenue and expenses are translated at average exchange rates for the period. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are charged to operations as incurred. The Company did not have any significanthad foreign currency translations gain (loss) of $20,637 and $4,209 for the years ended March 31, 20172020 and 2016.2019 respectively.

Yinfu Gold Corporation

Notes to Audited Consolidated Financial Statements

(Stated in U.S. Dollars)

Concentrations of Credit Risk

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

18

Financial Instruments

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

Level 1

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

Level 2

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

Level 3

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

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2017.2020. The carrying values of our financial instruments, including, cash and cash equivalents; accounts payable and accrued expenses; and loans and notes payable approximate their fair values due to the short-term maturities of these financial instruments.

Yinfu Gold Corporation

Notes to Audited Consolidated Financial Statements

(Stated in U.S. Dollars)

Business Combinations

In accordance with ASC 805-10, “Business Combinations”, the Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining noncontrollingnon-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and noncontrollingnon-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or noncontrollingnon-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.

19

Income Taxes, Deferred Income Taxes and Valuation Allowance

The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. NoFor the years ended March 31, 2020 and 2019, since the Company has not generated any income, no provision was made for income taxes. Further, no deferred tax assets or liabilities were recognized as at March 31, 20172020 and 2016.2019.

Net Loss Per Share of Common Stock

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

The following table sets forth the computation of basic earnings per share, for the years ended March 31, 20172020 and 2016:2019:

_____

*: Common stock retroactively adjusted for 1 for 100 reverse stock split, effective February 17, 2017Yinfu Gold Corporation

Notes to Audited Consolidated Financial Statements

(Stated in U.S. Dollars)

Commitments and Contingencies

The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of March 31, 20172020 and 2016.2019.

Leases

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

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

Advertising Costs

The Company follows ASC 720, “Advertising Costs,” and expenses costs as incurred. No advertising costs were incurred for the years ended March 31, 20172020 and 2016.2019.

20

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. See note 5.6.

Revenue Recognition

The Company willadopted ASU 201409, Topic 606 on April 1, 2018, using the modified retrospective method. ASC 606 requires the use of a new five-step model to recognize revenue from the sale of products and services in accordance with ASC 605, “Revenue Recognition.” However,customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue only when all of(or as) the following criteria have been met:Company satisfies the performance obligation.

	i)	Persuasive evidence for an agreement exists;
	ii)	Service has been provided;
	iii)	The fee is fixed or determinable; and,
	iv)	Collection is reasonably assured.

The adoption of Topic 606 has no impact on the Company’s financials as the Company has not generated any revenues.

Recent Accounting Pronouncements

In January 2017,December 2019, the FASB has issued Accounting Standards Update (ASU) No. 2017-04, “IntangiblesASU 2019-12 - Goodwill and OtherIncome Taxes (Topic 350)740): Simplifying the TestAccounting for Goodwill Impairment.” These amendments eliminate Step 2 fromIncome Taxes. This ASU provides an exception to the goodwill impairment test. The annual, orgeneral methodology for calculating income taxes in an interim goodwill impairment test is performed by comparingperiod when a year-to-date loss exceeds the fair value of a reporting unit with its carrying amount. An impairment charge should be recognizedanticipated loss for the year. This update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount by whichincurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amounttax basis of goodwill allocated to that reporting unit. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2part of the business combination in which goodwill impairment test. Anwas originally recognized for accounting purposes and when it should be considered a separate transaction, and (3) requires that an entity still hasreflect the option to performeffect of an enacted change in tax laws or rates in the qualitative assessmentannual effective tax rate computation in the interim period that includes the enactment date. The standard is effective for a reporting unit to determine if the quantitative impairment test is necessary. EffectiveCompany for public business entities that are a SEC filers for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early2020, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements.

Yinfu Gold Corporation

Notes to Audited Consolidated Financial Statements

(Stated in U.S. Dollars)

In February 2020, the FASB issued ASU 2020-02, “Financial Instruments – Credit Losses (Topic 326) and Leases (topic 842) Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (topic 842)”. This ASU provides guidance regarding methodologies, documentation, and internal controls related to expected credit losses. This ASU is effective for interim and annual periods beginning after December 15, 2019, and early adoption is permittedpermitted. The Company is evaluating the impact of this guidance on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. The amendments in this Update modify the disclosure requirements on fair value measurements based on the concepts in FASB Concepts Statement, Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements, including the consideration of costs and benefits. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. ASU 2017-04period presented in the initial fiscal year of adoption. All other amendments should be adopted on a prospective basis.applied retrospectively to all periods presented upon their effective date. The amendments are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the potential impact that the adoptionimpacts of this ASU may have2018-13 on its consolidated financial statements.

In December 2016,July 2018, the FASB hasFSAB issued Accounting Standards Update (ASU) No. 2016-20, “Technical Corrections andASU 2018-10 ASC Topic 842: “Codification Improvements to Topic 606, Revenue from Contracts with Customers.”Leases” The amendments affect narroware to address stakeholders’ questions about how to apply certain aspects of the new guidance issued in ASU 2014-09 including Loan Guarantee Fees, Contract Costs, Provisions for Losses on Construction-Type and Production-Type Contracts, Disclosure of Remaining Performance Obligations, Disclosure of Prior Period Performance Obligations, Contract Modifications, Contract Asset vs. Receivable, Refund Liability, Advertising Costs, Fixed Odds Wagering Contracts in the Casino Industry, and Costs Capitalized for Advisors to Private Funds and Public Funds. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for FASB Accounting Standards Codification (ASC) 842, Leases. The clarifications address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. The amendments in ASC Topic 606. Public entities should apply Topic 606 (and related amendments)842 are effective for annual reporting periodsEGC for fiscal years beginning after December 15, 2017,2019, and interim periods within fiscal years beginning after December 15, 2020. While early application is permitted, including adoption in an interim reporting periods therein.period, the Company has not elected to early adopt. The Company is currently evaluating the potential impact of this accounting standard update on its consolidated financial statements.

In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842). This update provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparative period’s financials will remain the same as those previously presented. Entities that elect this optional transition method must provide the disclosures that were previously required. The Company is evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures.

Yinfu Gold Corporation

Notes to Audited Consolidated Financial Statements

(Stated in U.S. Dollars)

In March 2019, the FASB issued ASU 2019-01: “Leases (Topic 842)-Codification Improvements”. The amendments in this ASU (1) reinstate the exception in Topic 842 for lessors that are not manufacturers or dealers, specifically, those lessors will use their cost, reflecting any volume or trade discounts that may apply, as the fair value of the underlying asset. However, if significant time lapses between the acquisition of the underlying asset and lease commencement, those lessors will be required to apply the definition of fair value (exit price) in Topic 820; (2) address the concerns of lessors within the scope of Topic 942 about where “principal payments received under leases” should be presented, specifically, lessors that are depository and lending institutions within the scope of Topic 942 will present all “principal payments received under leases” within investing activities; and (3) clarify the Board’s original intent by explicitly providing an exception to the paragraph 250-10-50-3 interim disclosure requirements in the Topic 842 transition disclosure requirements. The effective date of the amendments in this ASU is for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years for any of the following: 1. A public business entity; 2. A not-for-profit entity that has issued, or is a conduit bond obligor for, securities that are traded, listed, or quoted on an exchange or an over-the-counter market; and 3. An employee benefit plan that files financial statements with the U.S. Securities and Exchange Commission (SEC). For all other entities, the effective date is for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early application is permitted. An entity should early apply the amendments as of the date that it first applied Topic 842, using the same transition methodology in accordance with paragraph 842-10-65-1(c). The Company is evaluating the effect this new guidance will have on its consolidated financial statements and related disclosures.

In February 2016 the FASB issued ASU 2016-02, “Leases (Topic 842).” This standard amends a number of aspects of lease accounting, including requiring lessees to recognize operating leases with a term greater than one year on their balance sheet as a right-of-use asset and corresponding lease liability, measured at the present value of the lease payments. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, which means that it will be effective for us in the first quarter of our fiscal year beginning January 1, 2019. Early adoption is permitted. This standard is required to be adopted using a modified retrospective approach. We expect to elect certain available transitional practical expedients. In July 2018 the FASB issued ASU 2018-11, “Leases (Topic 842) Targeted Improvements,” which allows for the adoption of this ASU may have on its financial statements.standard to be applied at the beginning of the most recent fiscal year as opposed to at the beginning of the earliest year presented.

21

We plan to adopt under the provisions allowed under ASU 2018-11. While we continue to evaluate the impact of our pending adoption of ASU 2016-02 on our consolidated financial statements, we expect that the rental properties designated as operating leases will be recognized as right-of-use assets and corresponding lease liabilities on our consolidated balance sheets upon adoption.

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

Yinfu Gold Corporation

Notes to Audited Consolidated Financial Statements

(Stated in U.S. Dollars)

NOTE 3 – - GOING CONCERN

The Company'sCompany’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. As of March 31, 2017,2020, the Company had an accumulated deficit of $201,778$1,641,935 and net loss of $90,978$207,316 and net cash used in operations of $82,122$51,876 for the year ended March 31, 2017.2020. Losses have principally occurred as a result of the substantial resources required for professional fees and general and administrative expenses associated with our operations.the operating of the two new wholly owned subsidiaries. These factors raise substantial doubt about its ability to continue as a going concern.

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

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

NOTE 4 – STOCKHOLDERS’ EQUITY (DEFICIT)

Yinfu Gold Corporation

Notes to Audited Consolidated Financial Statements

(Stated in U.S. Dollars)

Common Stock

Effective December 8, 2014, the Company increased the authorized capital from 1,000,000,000 common shares to 3,000,000,000 common shares. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.

On February 6, 2015, the Company issued 1.2 billion restricted common shares of the Company to the owners of EFI for acquiring 100% ownership of EFI. The 1.2 billion restricted common shares were held in escrow, and were cancelled on September 22, 2015.

On November 9, 2016, we filed a Schedule 14C with Securities and Exchange Commission for the 1 for 100 Reverse Stock Split. On February 16, 2017, the Company received a notification from the Financial Industry Regulatory Authority (“FINRA”) that our application for Reverse Stock Split was approved by FIRNA and the market effective date was February 17, 2017. The post-split total shares outstanding is 9,917,592 shares with the fractional shares rounded down to the next whole share.NOTE 4 – OTHER PAYABLES

As of March 31, 2017,2020, the Company received $141,088 as deposit from an unrelated third party to secure a potential joint venture with the Company. The money shall be returned to the interested third party upon completion of the joint venture.

NOTE 5 – STOCKHOLDERS’ EQUITY (DEFICIT)

Common Stock

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

As of March 31, 2020, and March 31, 2019, the Company has 9,917,592 shares of common stock issued and outstanding. As of March 31, 2016, the Company has 9,917,703 shares of common stock issued.

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

22

NOTE 6 – SHORT-TERM LOAN

NOTE 5 – RELATED PARTY TRANSACTIONSShort-term loan consists of two notes payable to an unrelated third party in the amount of RMB834,673, annual fixed interest of $100, maturity date of April 11, 2020; and also in the amount of RMB344,345, annual fixed interest of $50, maturity date of April 11, 2020. These two notes were extended to mature on March 31, 2021 with no interest.

As of March 31, 2020 and 2019, short-term loan outstanding was $162,321 and $169,309 respectively.

During the year ended March 31, 2017,2020, the Company repaid $6,988 to Ms. Wu, Fengqun.

NOTE 7 – LEASES

The Company has a lease agreement for its office space. The original lease agreement expired on December 2019, and the renewal agreement was signed to extend the lease for the period from January 1, 2020 to December 31, 2021.

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

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

Operating lease expenses were $71,092 and $88,682 for the years ended March 31, 2020 and 2019, respectively.

The undiscounted future minimum lease payment schedule as follows:

NOTE 8 - RELATED PARTY TRANSACTIONS

During the year ended March 31, 2020, Mr. Jiang, Libin, the President and a director of the Company, had advanced the Company $84,463$145,647 for operating expenses, received $119,981 from the Company as repayments, and collected $12,555 on behalf of the Company as a deposit for a potential joint venture (Refer to Note 4). During the year ended March 31, 2019, Mr. Jiang, Libin, had advanced the Company $250,092 for operating expenses. These advances have been formalized by non-interest bearing demand notes.

During the year ended March 31, 2016, Mr. Jiang Libin had advanced the Company $62,415 for operating expenses. These advances have been formalized by non-interest bearingnon-interest-bearing demand notes.

As of March 31, 2017,2020, the Company owed $487,358 and $210,635$683,420 to Mr. Tsap, Wai Ping, the former President of the Company (the “Former President”) and Mr. Jiang, Libin respectively.

As of March 31, 2016,2019, the Company owed $487,358 and $126,172$657,754 to the Former PresidentMr. Tsap, and Mr. Jiang, Libin respectively.

During the year ended March 31, 2017, no shares were issuedThe loans due to related parties are due on demand, non-interest bearing, and no reverse acquisition occurred.unsecured.

NOTE 69 – DISCONTINUED OPERATIONSINCOME TAX

Deferred taxes are provided on liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary different amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Yinfu Gold Corporation

Notes to Audited Consolidated Financial Statements

(Stated in U.S. Dollars)

United States

Yinfu Gold Corporation is established in the State of Wyoming in United States and is subject to Wyoming state and US Federal tax laws. Yinfu Gold Corporation is subject to Federal statutory income tax rate of 21%.

As of March 31, 2020, Yinfu Gold Corporation has accumulated net operating loss of $962,210 that may be offset against future taxable income has not been recognized as an income tax benefit based on uncertainties concerning its ability to generate taxable in future period.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.

Hongkong

Yinfu Group International Holdings Limited was incorporated under the Hong Kong tax laws. The statutory income tax rate is 16.5%. Subsidiaries in Hong Kong are exempted from income tax on their foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

PRC

Yinfu International Holdings Limited was incorporated under the China Enterprise Income Tax Law, or the EIT Law, domestic enterprises and foreign investment enterprises, or FIE, are subject to a unified 25% enterprise income tax rate, except for certain entities that are entitled to tax holidays or exemptions.

As of March 31, 2020, Yinfu International Holdings Limited has accumulated net operating loss of $643,687that may be offset against future taxable income has not been recognized as an income tax benefit based on uncertainties concerning its ability to generate taxable in future period.

NOTE 10 – CONTINGENCIES & UNCERTAINTIES

Contingencies

On June 25, 2019, the management decided to abandon the Company’s subsidiary Yinfu Group Overseas Investment & Finance Limited (“Yinfu BVI”) that has been administratively struck off by the BVI registrar for non-payment of fees. Yinfu BVI is a holding entity established in BVI that did not have any activities or operations since inception. Yinfu BVI being a struck off company continues to have legal status. As such, it may incur additional liabilities (including fees and late payment penalties which would need be to repaid in order to restore the company); it may potentially be the subject of a creditor’s claim or judgement; and its members, directors, officers and agents remains responsible for any liabilities that existed before it was struck off. If the indicated events were to occur it may have negative effects on the Company’s operation

NOTE 11 - SUBSEQUENT EVENTS

The Company originally intended to be involved inevaluates subsequent events that have occurred after the exploration of minerals inbalance sheet date but before the People’s Republic of China (the “PRC”).financial statements are issued. Based on management’s analysis ofthis evaluation, the current operations, expected growth, and opportunities in the sector, during the year endedCompany concluded that subsequent to March 31, 2015, the Company has determined2020 but prior to discontinue operations related to the Company’s subsidiary Element Resources International Limited, based in Hong Kong.

The following presents the financial information of the discontinued subsidiary of the Company, Element Resources International Limited.