U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended JuneSeptember 30, 2023

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-56200

HI-GREAT GROUP HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (213)-219-7746

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of AugustNovember 11, 2023, the issuer had 100,000,000 shares of its common stock issued and outstanding.

EXPLANATORY NOTE

This form 10-Q for the quarter ended JuneSeptember 30, 2023, is being filed as reviewed by our Independent Auditor

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

HI-GREAT GROUP HOLDING COMPANY
BALANCE SHEETS

The accompanying notes are an integral part of these unaudited financial statements.

HI-GREAT GROUP HOLDING COMPANY

PROFIT AND LOSS

The accompanying notes are an integral part of these unaudited financial statements.

HI-GREAT GROUP HOLDING COMPANY
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022BALANCE SHEETS

The accompanying notes are an integral part of these unaudited financial statements.

HI-GREAT GROUP HOLDING COMPANY

PROFIT AND LOSS

The accompanying notes are an integral part of these unaudited financial statements.

HI-GREAT GROUP HOLDING COMPANY
STATEMENTS OF STOCKHOLDERS’ DEFICIT
FOR THE NINE MONTHS ENDED SEP 30, 2023 AND 2022

The accompanying notes are an integral part of these unaudited financial statements.

HI-GREAT GROUP HOLDING COMPANY
STATEMENTS OF CASH FLOWS
(Unadited)

The accompanying notes are an integral part of these unaudited financial statements.

HI-GREAT GROUP HOLDING COMPANY

NOTES TO FINANCIAL STATEMENTS
JUNESEPTEMBER 30, 2023

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Basis of Presentation and Organization

Hi-Great Group Holding Company (the “Company”) is a development stage enterprise that was originally incorporated, on September 30, 2010, under the laws of the State of Nevada.

On March 8, 2019, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for Hi-Great Group Holding Company, proper notice having been given to the officers and directors of Hi-Great Group Holding Company. There was no opposition.

On March 15, 2019, the Company filed a certificate of revival with the state of Nevada, appointing David Lazar as President, Secretary, Treasurer and Director.

On October 11, 2019, Custodian Ventures entered into a stock purchase agreement whereby they transferred 70,000,000 shares of common stock to Esther Yang in exchange for $225,000 in cash. As a result of the sale, there was a change of control of the Company. There is no family relationship or other relationship between the Seller and the Purchaser.

On March 19, 2020, the Company entered in a licensing agreement with SellaCare, Inc. for the licensing of Patents and all future products developed by the SellaCare, Inc. The licensing agreement calls for the Company to pay 25% of all Gross revenues or $1,000, whichever is greater and not less than $1,000, beginning April 30, 2020 and payable the 15^th of every month thereafter.

On March 16, 2020, the Company entered into a land lease for property located in the unincorporated area of Pearblossom, County of Los Angeles, California, in agreement with Sella Property, LLC. Sella Property, LLC is an entity controlled by Esther Yang. The lease calls for rent payments of $30,000 in annual installments due on the 16^th day of March each year.

In March 2020, the World Health Organization categorized the novel coronavirus (COVID-19) as a pandemic, and it continues to spread throughout the United States and the rest of the world with different geographical locations impacted more than others. The outbreak of COVID-19 and public and private sector measures to reduce its transmission, such as the imposition of social distancing and orders to work-from-home, stay-at-home and shelter-in-place, have had a minimal impact on our day to day operations. However, this could impact our efforts to enter into a business combination as other businesses have had to adjust, reduce or suspend their operating activities. The extent of the impact will vary depending on the duration and severity of the economic and operational impacts of COVID-19. The Company is unable to predict the ultimate impact at this time.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited financial statements are prepared on the basis of accounting principles generally accepted in the United States of America (“GAAP”). The accompanying unaudited financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are not necessarily indicative of the results to be expected for the full year ending JuneSeptember 30, 2023. The Company is a development stage enterprise devoting substantial efforts to establishing a new business, financial planning, raising capital, and research into products which may become part of the Company’s product portfolio. The Company has not realized significant sales through since inception. A development stage company is defined as one in which all efforts are devoted substantially to establishing a new business and, even if planned principal operations have commenced, revenues are insignificant.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates

Cash and Cash Equivalents

For purposes of reporting within the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of six months or less to be cash and cash equivalents.

Reclassifications

No reclassifications have been made to the current period financial information to conform to the presentation used in the financial statements for the sixnine months ended JuneSeptember 30, 2023.

Revenue Recognition

The Company records revenue in accordance with FASB Accounting Standards Codification (“ASC”) as topic 606 (“ASC 606”). The revenue recognition standard in ASC 606 outlines a single comprehensive model for recognizing revenue as performance obligations, defined in a contract with a customer as goods or services transferred to the customer in exchange for consideration, are satisfied. The standard also requires expanded disclosures regarding the Company’s revenue recognition policies and significant judgments employed in the determination of revenue. The Company is involved in Agritourism and sells herbal supplements. The Company sells herbal supplements it buys directly from SellaCare, Inc. and sells those supplements using the SellaCare brand. SellaCare, Inc is a company that is controlled by the Company’s majority shareholder.

Cost of Goods Sold

Cost of sales includes all direct expenses incurred to produce the revenue for the period. This includes, but is not limited to, product cost and shipping. Cost of goods sold are recorded in the same period as the resulting revenue. The company pays a sales based royalty payment of 25% of gross revenue to SellaCare, Inc., its related party. This royalty expense is included in cost of goods sold.

Leases

The Company adopted the new lease accounting standard, “Accounting Standards Codification Topic 842 Leases (ASC 842)” using the modified retrospective basis for all agreements existing as of January 1, 2019 as described further below under Accounting Standards Adopted.

The Company recognizes a right-of-use asset and lease liability for all financing and operating leases with terms greater than twelve months. The lease liability is measured based on the present value of the lease payments not yet paid. The right-of-use asset is measured based on the initial measurement of the lease liability adjusted for any direct costs incurred upon commencement of the lease. The right-of-use assets are amortized on a straight-line basis over the lease term, and are tested for impairment in a manner consistent with the other long-lived assets held by the Company.

Adoption of Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming the continuation of the Company as a going concern. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and is dependent on debt and equity financing to fund its operations. Management of the Company is making efforts to raise additional funding until a registration statement relating to an equity funding facility is in effect. While management of the Company believes that it will be successful in its capital formation and planned operating activities, there can be no assurance that the Company will be able to raise additional equity capital or be successful in the development and commercialization of the products it develops or initiates collaboration agreements thereon. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

NOTE 4 – RELATED PARTY TRANSACTIONS

On December 27, 2019, the company obtained a loan in the amount of $5,000 from Jung Ho Yang. The note bears an interest rate of 5% and matures on November 30, 2020. As of December 31, 2020, there is $253 of interest accrued on this note. This note is paid.

On January 28, 2020, the company obtained a loan in the amount of $10,000 from Sellacare America, Inc. The note bears an interest rate of 5% and matures on November 30, 2020 As of December 31, 2020, there is $463 of interest accrued on this note. This note is paid.

On March 19, 2020, the Company entered in a licensing agreement with SellaCare, Inc. for the licensing of Patents and all future products developed by the SellaCare, Inc. The licensing agreement calls for the Company to pay 25% of all Gross revenues or $1,000, whichever is greater and not less than $1,000, beginning April 30, 2020 and payable the 15^th of every month thereafter. As of June 30, 2022, $53,365 of licensing expense has been accrued.

On March 16, 2020, the Company entered into a land lease for property located in the unincorporated area in Pearblossom, County of Los Angeles, California, in agreement with Sella Property, LLC. Sella Property, LLC is an entity controlled by Company’s majority shareholder. The lease calls for rent payments of $30,000 in annual installments due on the 16th day of March each year. The lease begins March 16, 2020, and matures March 16, 2025.

As of JuneSeptember 30, 2023, a total of $0 in loan payable to related party.

NOTE 5 – LEASE OBLIGATION

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 an operating lease.

Operating Lease Obligations

On March 16, 2020, the Company entered into a land lease for property located in the unincorporated area Pear blossom, County of Los Angeles, State of California.in agreement with Sella Property, LLC. Sella Property, LLC is a company controlled by the majority shareholder of the Company. The lease calls for rent payments of $30,000 in annual installments due on the 16th day of March each year. The lease begins March 16, 2020, and matures March 16, 2025.

Lease obligations at JuneSeptember 30, 20222023 consisted of the following:

NOTE 6 – SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the balance sheet date through the date the financial statements were issued and has determined that no material subsequent events exist.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with our financial statements and related notes thereto included in Part I, Item 1, above.

Forward Looking Statements

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements, and which could cause actual results to differ materially from those anticipated. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Executive Overview

Hi-Great Group Holding Company (the “Company”) is a development stage enterprise that was originally incorporated, on September 31, 2010, under the laws of the State of Nevada.

On March 8, 2019, the eight judicial District Court of Nevada appointed Custodian Ventures, LLC as custodian for Hi-Great Group Holding Company, proper notice having been given to the officers and directors of Hi-Great Group Holding Company. There was no opposition.

On March 15, 2019, the Company filed a certificate of revival with the state of Nevada, appointing David Lazar as, President, Secretary, Treasurer and Director.

On March 20, 2019, the Company issued 70,000,000 shares of common stock to Custodian Ventures, LLC (controlled by David Lazar) at par for shares valued at $70,000 in exchange for settlement of a portion of a related party loan for amounts advanced to the Company in the amount of $16,100, and the promissory note issued to the Company in the amount $53,900.

On October 14, 2019, as a result of a private transactions, 70,000,000 shares of common stock (the “Shares”) of Hi-Great Group Holding Co. (the “Company”), were transferred from Custodian Ventures LLC to Esther Yang (the “Purchaser”). As a result, the Purchaser became a 70% holder of the voting rights of the issued and outstanding share capital of the Company, on a fully diluted basis, and became the controlling shareholder.

On October 14, 2019, and effective October 15, 2019, the existing director and officer resigned. Accordingly, David Lazar, serving as a director and an officer, ceased to be the Company’s Chief Executive Officer, Chief Financial Officer, President, Treasurer, Secretary and a Director. At the effective date of the transfer, Ho Soon Yang consented to act as the new President, CEO, CFO, Treasurer, Secretary and Chairman of the Board of Directors of the Company.

Ho Soon Yang was appointed as a Chief Executive Officer, President, Secretary, Treasurer and Chairman of Board of Directors of the Company.

On February 25, 2020 the Board of Directors via Written Consent Approved the Addition of Alex Jun Ho Yang to the Board of Directors on the same day, and effective immediately, the following Officers were appointed, Alex Jun Ho Yang. Chief Executive Officer, Ho Soon Yang, Chief Financial Officer and Esther Yang as Secretary to the Company. Previously, Ho Soon Yang was the acting President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary of the Company and the sole Director of the Company.

On April 16, 2020, Esther Yang through a Share Purchase Agreement sold 65,001,000 of the 70,000,000 shares she had purchased from Custodian Ventures, LLC in the Company to Jun Ho Yang and Ho Soon Yan. On April 22, 2020, she resigned as Corporate Secretary and Director of the Company. As of JuneSeptember 30, 2022,2023, Esther Yang remaining shares is 4,999,000.

On April 24, 2020, Madeline Choi was appointed as Secretary to the Company by the Current Board of Directors.

On April 29, 2020, Madeline Choi was transferred 1,000,000 shares from Alex Jun Ho Yang as compensation for serving as Secretary.

On September 22, 2020, Madeline Choi resigned as Secretary of the Company and Ho Soon Yang resumed the role of Secretary.

Hi-Great Group Company has withdrawn CBD Oils from our business plan. Hi-Great Group Holding Company holds the exclusive worldwide license agreement New Business plan with the KRAS gene among the most frequently mutated genes across all cancers, including pancreatic, lung, and colorectal. KRAS is thought to be an initial “driver” mutation that leads to cancer formation. And continue to market, sell and distribute SellaCare, Inc’s organic longevity health supplement. the current worldwide exclusive license agreement with SellaCare, Inc. in the areas of Longevity and additional health benefits and also expand into the lucrative cosmetic sector as an overall sustainable revenue platform as they become a significant supplier in each of the six industry sectors remaining as same. 

Website: Under construction

Our Business Objectives

Our principal business objective is to maximize shareholders returns through a combination of (1) dividends to our shareholders, (2) sustainable long-term growth in cash flows from distribution of the products described herein, (3) potential long-term appreciation in the value of our properties from capital gains upon future sales, (4) other sustainable agricultural business opportunity which the Board of Directors determines to be beneficial to Company, or (5) distribution of plant-based finished consumer product and integrate the use of specialty herbs into its worldwide health supplement business to include expansion into the cosmetics sector using multiple herbal oils and compounds.

Business Overview

Hi-Great Group Company has withdrawn CBD Oils and weekend farm frombeen refocusing our business plan. And a new business which Hi-Great Group Holding Company holds theefforts on an exclusive worldwide licenseglobal licensing agreement withpertaining to the KRAS gene. This gene among the mostis frequently mutated genes across allin a variety of cancers, including pancreatic, lung,those affecting the pancreas, lungs, and colorectal. KRAScolon, and is thought to be an initialconsidered a pivotal “driver” mutation that leadsin cancer initiation. We will also uphold our commitment to cancer formation. And continue to market, sellmarketing, selling, and distributedistributing SellaCare, Inc’sInc.’s organic longevity health supplement. the currentsupplement under our existing worldwide exclusive license agreement with SellaCare, Inc. in the areas of Longevity and additional health benefits and also expandagreement. Furthermore, we plan to diversify into the lucrativethriving cosmetic sector as an overalla strategic component of our sustainable revenue platform as they become a significant supplierapproach, all while retaining our presence in each of the other six industry sectors remaining as same.  In a new study, KRAS mutations in lung cancer were analyzed to determine their effects on RNA “dark matter,” which is generated from 75% of the three billion base pairs in the human genome. The findings suggest that a key mutation, that occurs early on in cancer, alters RNA “dark matter” and causes the release of previously unknown RNA biomarkers for cancer early detection.

This work is published in Cell Reports in the paper, “Mutant KRAS regulates transposable element RNA and innate immunity via KRAB zinc-finger genes.” “The sooner you detect that someone has cancer, the more likely they will be to survive through treatment and surgery,” said by our R&D team “Millions of people die from cancer every year around the world, and there is an urgent need to develop highly sensitive and specific diagnostic tests that enable cancer early detection, before it has spread to other parts of the body.”

The team analyzed the transcriptomes of human airway and bronchial epithelial cells transformed with mutant KRAS to define the landscape of KRAS-regulated noncoding RNAs. They found that oncogenic KRAS signaling upregulates noncoding transcripts throughout the genome, many of which arise from transposable elements. These transposable element RNAs, they say, “exhibit differential expression, are preferentially released in extracellular vesicles, and are regulated by KRAB zinc-finger (KZNF) genes, which are broadly downregulated in mutant KRAS cells and lung adenocarcinomas in vivo.” In addition, mutant KRAS induces an intrinsic IFN-stimulated gene signature that is often seen across many different cancers. Dr. Kim in our team believes that this strong, robust RNA signature is very promising for diagnosing cancer in its earliest stages. This could be done through liquid biopsy, a minimally invasive approach compared to a traditional tumor tissue biopsy. In ongoing and future work, Dr. Kim’s lab aims to further confirm their novel results by analyzing blood samples from lung cancer patients to validate that their newly identified RNA signatures are present in these patients. Additionally, they anticipate that the methods developed in this study could be used as a framework for developing an RNA liquid biopsy platform for multi-cancer early detection. “Now that we know the RNA signatures of this very early event in cancer, this will help us develop new methods for cancer early detection, which will hopefully help save a lot of people’s lives in the future,” Dr. Kim said.sectors. 

Results of Operation for the SixNine Months Ended JuneSeptember 30, 2023 and 2022

Sales and Cost of Sales

For the sixnine months ended JuneSeptember 30, 2023, we had $44,562$95,782 of sales compared to $109,203$154,792 for the sixnine months ended JuneSeptember 30, 2022. Our cost of sales for the sixnine months ended JuneSeptember 30, 2023, was $36,276$29,370 compared to $116,974$96,272 for the sixnine months ended JuneSeptember 30, 2022. The Company just recently started to generate revenue in the beginning of 2020.

Professional fees

For the sixnine months ended JuneSeptember 30, 2023, we incurred $75,360$93,360 of professional fee expenses compared to $12,250$31,250 for the sixnine months ended JuneSeptember 30, 2022. The increase in professional fees in the current period is attributed to an increase of legal and audit expenses.

General and administrative

For the sixnine months ended JuneSeptember 30, 2023, we incurred $5,913$22,163 of general and administrative expense (“G&A”) compared to $58,022$63,819 for the sixnine months ended JuneSeptember 30, 2022. The decrease in the current year is attributed to a decrease of shipping expenses in this quarter.

Other income (expense)

For the sixnine months ended JuneSeptember 30, 2023, we had an interest expense of $0, compared to $0 for the sixnine months ended JuneSeptember 30, 2022.

Net loss

For the sixnine months ended JuneSeptember 30, 2023, the Company had a net loss of $70,718$95,555 as compared to a net loss of $93,043$104,409 for the sixnine months ended JuneSeptember 30, 2022.

Liquidity and Capital Resources

As reflected in the accompanying unaudited financial statements, the Company has just recently begun to generate revenue. We have an accumulated deficit of $794,113$818,951 and had a net loss of $70,718$95,555 for the sixnine months ended JuneSeptember 30, 2023.

Operating Activities

We had cash used of $3,192$7,492 for the sixnine months ended JuneSeptember 30, 2023, compared to cash providedused of $3,737$46,861 for the sixnine months ended JuneSeptember 30, 2022.

We had used $0 for investing activities for the sixnine months ended JuneSeptember 30, 2023, compared to investing $4,000$34,000 for a right of use of asset in the prior period.

We had used $12,250 for financing activities for the sixnine months ended JuneSeptember 30, 2023, compared to the received $0used $30,471 for the sixnine months ended JuneSeptember 30, 2022.

Critical Accounting Estimates and Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes.  Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

We are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies.  An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired, or a liability has been incurred and the amount of the loss can be reasonably estimated.  We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

We recognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities.  The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled.  Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.

Off-Balance Sheet Arrangements 

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

Recent Accounting Pronouncements

The Company has implemented all the new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended JuneSeptember 30, 2023.

The following aspects of the Company were noted as potential material weaknesses:

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

Changes in Internal Controls

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company’s internal controls over financial reporting during the quarter ended JuneSeptember 30, 2023, that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item; however, due to the current circumstance we have chosen to include the following risk factor.

On January 30, 2020, the World Health Organization declared the coronavirus outbreak a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is unknown how long these conditions will last and what the complete financial effect will be on the company, to date, the Company has not experienced a material impact.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINING SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

None

ITEM 6. EXHIBITS

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HI-GREAT GROUP HOLDING COMPANY

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