History
A Wyoming shell that bought Chinese gold mines in 2010 unwound the deal, announced and abandoned several larger acquisitions, and went years without completed audits.
2010-2012: The Shandong gold mines
The company began as Element92 Resources Corp., a Wyoming shell. In January 2010 it agreed to buy two producing gold mines and one gold deposit in Shandong Province, China, from the owners of Joyous Fame International, for 90 million new restricted shares. The reverse merger (where a private business takes over a listed shell) closed in June 2010. Joyous Fame's former shareholders received 76.5 million shares, or 87.78% of the company, Wilson Huang Dong-sheng became Chairman, and the company began renaming itself Yinfu Gold and pursuing a planned Nasdaq listing. In September 2010 it signed non-binding agreements (MOUs) for two more gold properties, Maoling in Liaoning Province and Zhaishang in Gansu Province.
The founding deal soon came apart. In February 2011 management concluded the Rongcheng mine was worth far less than the agreed price, and the seller terminated that part of the deal and returned the escrowed shares. The company also disclosed that the Penglai mine's operations had been suspended pending compliance with tighter safety rules. In August 2012 a Deed of Termination cancelled the whole Joyous Fame acquisition and voided 70.5 million shares. Wilson Huang, who was also Joyous Fame's managing director, admitted Penglai could never be profitable under the new rules. The filing says this had not been disclosed to shareholders or regulators for roughly two years.
2012-2014: Deals announced, deals dropped
The company announced several new mining and related deals during 2012. In June 2013 it abandoned three of them. The Kalimantan coal mine fell away because the seller never completed due diligence. The Chongqing jewelry stake failed Yinfu's own due diligence. And the Abbots Brook gold claim in Newfoundland was dropped, forfeiting the $25,000 cash and 5 million shares already paid, without the company ever taking the claim. The record does not show the other 2012 announcements closing.
In July 2013 the company suspended its duty to file reports with the SEC. Share counts rose from 88,048,000 at the end of 2012 to 191,770,362 at the end of 2013, though the beats do not explain that rise.
2014-2016: Bigger promises
In November 2014 Yinfu turned away from mining, agreeing to buy China Enterprise Overseas Investment & Finance Group, owner of the Dahua online shopping platform, for 800 million new shares valued at a stated US$48 million. In February 2015 it replaced that with a larger deal: Eternal Fairy International, owner of the Dongguan YouDai peer-to-peer lending platform, for 1.2 billion shares valued at a stated US$600 million, many times the company's actual size. In September 2015 it terminated that deal and returned all 1.2 billion escrowed shares to treasury. It was the second large acquisition in a row announced and then abandoned.
In July 2016 the company replaced its auditor, MaloneBailey, with Anthony Kam & Associates of Hong Kong. The filing said no reports had been issued for fiscal 2011-2012, and any would have included doubt about the company's ability to continue.
2017-2024: A shell with audit gaps
In December 2017 Yinfu dismissed Anthony Kam & Associates after the PCAOB revoked that firm's registration, and hired WWC, P.C. of California. No audit reports had been issued for fiscal 2016-2017. Share counts fell sharply in 2017 and again in 2022, but the beats do not explain either change. In January 2023 the company dismissed JLKZ, which had issued no audit report for four straight years (2019-2022), and engaged Pan-China Singapore PAC.
As of the latest record in June 2024, Yinfu was a thinly capitalised shell. Its filings showed a $120,000 private placement to seven individuals in 2023, and no completed audit for 2023. It had 121,983,993 shares on issue.
Written from the 13 story beats below (2010 to 6 Jan 2023), which come from the company's own announcements and filings.