Form 10-Q Planet Green Holdings For: Jun 30
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended:
For the transition period from ___________ to ____________
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
(Address of principal executive office and zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
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 ☐ No ☒
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 preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The
number of outstanding shares of the registrant’s common stock as of August 14, 2026 was
TABLE OF CONTENT
| PAGE | ||
| PART I - FINANCIAL INFORMATION | 1 | |
| ITEM 1 | FINANCIAL STATEMENTS | 2 |
| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 23 |
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 27 |
| ITEM 4 | CONTROLS AND PROCEDURES | 27 |
| PART II - OTHER INFORMATION | 28 | |
| ITEM 1 | LEGAL PROCEEDINGS | 28 |
| ITEM 1A | RISK FACTORS | 28 |
| ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 28 |
| ITEM 3 | DEFAULTS UPON SENIOR SECURITIES | 28 |
| ITEM 4 | MINE SAFETY DISCLOSURES | 28 |
| ITEM 5 | OTHER INFORMATION | 28 |
| ITEM 6 | EXHIBITS | 29 |
| SIGNATURES | 30 | |
i
Caution Regarding Forward-Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to the factors described in the section captioned “Risk Factors” in the Registration Statement on Form S-3/A filed by the Company on April 2, 2026, and as subsequently amended, together with the other information contained in this report. If any of the events described in the risk factors occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” or the negative of such terms or other similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report completely and with the understanding that our actual future results may be materially different from what we expect.
Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.
ii
PART I
Use of Certain Defined Terms
Except where the context otherwise requires and for the purposes of this report only:
| ● | “Allinyson” refers to Allinyson Ltd., a company incorporated in the State of Colorado. | |
| ● | “Bless Chemical” refers to Bless Chemical Co., Ltd., a company incorporated in Hong Kong. | |
| ● | “Bozhuang” refers to Xianning Bozhuang Tea Products Co., Ltd., a PRC limited liability company. | |
| ● | “China” and “PRC” refer to the People’s Republic of China including Hong Kong and Macau. |
| ● | “Hubei Lingpu” refers to Hubei Lingpu Zhenghe Technology Co., Ltd. (formerly Dingfeng Biotechnology Xianning Co., Ltd.), a PRC limited liability company and a wholly foreign-owned enterprise. The entity changed its name to Hubei Lingpu Zhenghe Technology Co., Ltd. on April 29, 2026. | |
| ● | “Fast Approach” refers to Fast Approach Inc., a corporation incorporated under the laws of Canada. | |
| ● | “Hubei Bulaisi” refers to Hubei Bulaisi Technology Co., Ltd., a PRC limited liability company. |
| ● | “Hubei Shengsili” refers to Hubei Shengsili Biotechnology Co., Ltd., a PRC limited liability company. | |
| ● | “Hubei Taihe” refers to Hubei Taihe Biotechnology Co., Ltd., a PRC limited liability company. | |
| ● | “Jiayi Technologies” refers to Jiayi Technologies (Xianning) Co., Ltd., a PRC limited liability company. |
| ● | “Jingshan Sanhe” refers to Jingshan Sanhe Luckysky New Energy Technologies Co., Ltd., a PRC limited liability company. | |
| ● | “PinnacleTech HK” refers to PinnacleTech HK Limited, a company incorporated in Hong Kong |
| ● | “Promising HK” refers to Promising Prospect HK Limited, a company incorporated in Hong Kong. |
| ● | “Planet Green” refers to Planet Green Holdings Corp., a Nevada holding company. | |
| ● | “Promising Prospect BVI” refers to Promising Prospect Limited, formerly known as Planet Green Holdings Corporation, a British Virgin Islands company. |
| ● | “RMB” refers to Renminbi, the legal currency of China. |
| ● | “Shanghai Shuning” refers to Shanghai Shuning Advertising Co., Ltd., a PRC limited liability company. |
| ● | “U.S. dollar”, “$” and “US$” refer to the legal currency of the United States. |
| ● | “We,” “us”, “our,” “PLAG”, and the “Company” refer to Planet Green Holdings Corp., a Nevada corporation, and, except where the context requires otherwise, our wholly-owned subsidiaries and VIE. |
| ● | “Shine Chemical” refers to Shine Chemical Co., Ltd., a company incorporated in Cayman Islands. |
1
ITEM 1 FINANCIAL STATEMENTS
Planet Green Holdings Corp.
Condensed Consolidated Balance Sheets
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | (Unaudited) | |||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Advances to suppliers, net | ||||||||
| Other receivables, net | ||||||||
| Other receivables-related parties | ||||||||
| Prepaid expenses | ||||||||
| Assets of discontinued operations | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Plant and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Construction in progress, net | ||||||||
| Right-of-use lease assets, net | ||||||||
| Goodwill | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities | ||||||||
Short-term bank loans | $ | $ | ||||||
| Current portion of long-term bank loans | ||||||||
| Accounts payable | ||||||||
| Advance from customers | ||||||||
| Taxes payable | ||||||||
| Other payables and accrued liabilities | ||||||||
| Other payables-related parties | ||||||||
| Operating lease liability, current | ||||||||
| Liabilities of discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Operating lease liability, noncurrent | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Stockholders’ deficit | ||||||||
| Preferred stock: $ | ||||||||
| Common stock: $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Non-controlling interests | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
2
Planet Green Holdings Corp.
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net revenues | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Promotion cost | ( | ) | ( | ) | ||||||||||||
| Gross profit | ( | ) | ||||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Research and development expenses | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (expenses) income | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expenses | ( | ) | ( | ) | ||||||||||||
| Loss from continuing operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Discontinued operations: | ||||||||||||||||
| Income (loss) from discontinued operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: Net loss attributable to non-controlling interest | ( | ) | ( | ) | ||||||||||||
| Net loss attributable to ordinary shareholders of Planet Green Holdings Corp. | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: comprehensive loss attributable to non-controlling interests | ( | ) | ( | ) | ||||||||||||
| Comprehensive loss attributable to shareholders of Planet Green Holdings Corp. | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss per common share - basic and diluted | ||||||||||||||||
| Continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Discontinuing operations | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Basic and diluted weighted average shares outstanding | ||||||||||||||||
See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
3
Planet Green Holdings Corp.
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
For the Three Months Ended June 30, 2026 and 2025
| Accumulated | ||||||||||||||||||||||||||||
| Additional | Other | Non- | ||||||||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Comprehensive | Controlling | Total | |||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Income | Interests | Equity | ||||||||||||||||||||||
| Balance as of April 1, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||
| Net loss | - | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Additional | Other | Non- | Total | |||||||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Comprehensive | Controlling | Equity | |||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Income | Interests | (Deficit) | ||||||||||||||||||||||
| Balance as of April 1, 2026 | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | ||||||||||||||||||
| Net loss | - | - | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||||
| Disposal of subsidiaries | - | - | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | ||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
4
Planet Green Holdings Corp.
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)
For the Six Months Ended June 30, 2026 and 2025
| Accumulated | ||||||||||||||||||||||||||||
| Additional | Other | Non- | ||||||||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Comprehensive | Controlling | Total | |||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Income | Interests | Equity | ||||||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||
| Net loss | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||
| Foreign currency translation adjustment | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||||||
| Additional | Other | Non- | Total | |||||||||||||||||||||||||
| Common Stock | Paid-in | Accumulated | Comprehensive | Controlling | Equity | |||||||||||||||||||||||
| Shares | Amount | Capital | Deficit | Income | Interests | (Deficit) | ||||||||||||||||||||||
| Balance as of January 1, 2026 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Net loss | - | - | ( | ) | - | ( | ) | ( | ) | |||||||||||||||||||
| Acquiring subsidiaries | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||
| Disposal of subsidiaries | - | - | - | |||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | ( | ) | |||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
5
Planet Green Holdings Corp.
Unaudited Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Add: net loss from discontinued operations | ||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Amortization of operating lease right-of-use assets | ||||||||
| Allowance for doubtful accounts | ||||||||
| Loss on disposal of plant and equipment | ||||||||
| Changes in operating assets and liabilities, net of effects of acquisitions and disposals: | ||||||||
| Accounts receivables | ( | ) | ||||||
| Inventories | ||||||||
| Advances to suppliers | ( | ) | ( | ) | ||||
| Other receivables | ( | ) | ( | ) | ||||
| Accounts payable | ||||||||
| Advance from customer | ( | ) | ||||||
| Other payables and accrued liabilities | ( | ) | ( | ) | ||||
| Taxes payable | ||||||||
| Operating lease liabilities | ( | ) | ||||||
| Net cash provided by (used in) operating activities from continuing operations | ( | ) | ||||||
| Net cash used in operating activities from discontinued operations | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of plant and equipment | ( | ) | ||||||
| Cash received from disposal of plant and equipment | ||||||||
| Net cash used in investing activities from continuing operations | ( | ) | ||||||
| Net cash provided by (used in) investing activities from discontinued operations | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from bank loans | ||||||||
| Repayment of bank loans | ( | ) | ||||||
| Proceeds from related parties | ||||||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash provided by financing activities from discontinued operations | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash | ||||||||
| Effect of changes of foreign exchange rates on cash | ( | ) | ( | ) | ||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| SUPPLEMENTARY OF CASH FLOW INFORMATION | ||||||||
| Interest received | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements
6
PLANET GREEN HOLDINGS CORP.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
1. Organization and Principal Activities
Planet Green Holdings Corp. (the “Company” or “PLAG”) is a holding company incorporated in Nevada. We are engaged in various businesses through our subsidiaries in China and Canada.
On
May 9, 2019, the Company issued an aggregate of
On August 12, 2019, through Lucky Sky HK, the Company established Lucky Sky Petrochemical, a wholly foreign-owned enterprise incorporated in Xianning City, Hubei Province, China. On December 9, 2020, Lucky Sky Petrochemical Technology (Xianning) Co., Ltd. changed its name to Jiayi Technologies (Xianning) Co., Ltd. (“Jiayi Technologies”)
On May 29, 2020, Promising Prospect BVI Limited incorporated Lucky Sky Planet Green Holdings Co., Limited, a limited liability company incorporated in Hong Kong.
On June 5, 2020, Promising Prospect BVI Limited acquired all of the outstanding equity interests of Fast Approach Inc. Fast Approach was incorporated under Canada’s laws and provides digital advertising delivery and operational services, with China and North America serving as its two core markets.
On
June 16, 2020, Lucky Sky Holdings Corporations (H.K.) transferred its
On January 6, 2021, Planet Green Holdings
Corporation (Nevada) issued an aggregate of
On
December 9, 2021, Planet Green Holdings Corporation (Nevada) issued an aggregate of
On
April 8, 2022, Planet Green Holdings Corporation (Nevada) issued an aggregate of
On
November 26, 2025, Bozhuang entered into a Share Purchase Agreements with shareholders of Hubei Shengsili Biotechnology Co., Ltd. (“Hubei
Shengsili”), to acquire
7
On December 16, 2025, the Company incorporated PinnacleTech HK Limited (“PinnacleTech HK”), a limited liability company incorporated in Hong Kong.
On December 24, 2025, through PinnacleTech HK, the Company incorporated Hubei Lingpu Zhenghe Technology Co., Ltd. (“Hubei Lingpu”) in Xianning City, Hubei Province, China. Hubei Lingpu is a wholly foreign-owned enterprise, formerly known as Dingfeng Biotechnology Xiangning Co., Ltd. prior to its name change on April 29, 2026.
On March 10, 2026, the Company incorporated Hubei Taihe Biotechnology Co., Ltd. (“Hubei Taihe”), a PRC limited liability company.
On March 24, 2026, the Company incorporated Xianning Huarui Trading Co., Ltd. (“Xianning Huarui”), a PRC limited liability company.
Enterprise-Wide Disclosure
The Company’s chief operating decision-makers
(chief executive officer and chief financial officer) review financial information presented on a consolidated basis, accompanied by disaggregated
information about revenues by business lines for purposes of allocating resources and evaluating financial performance which is assessed
and resources are allocated primarily on a consolidated basis, with business line revenue information reviewed only as supplemental context.
There are no segment managers who are held accountable for operations, operating results and plans for levels or components below the
consolidated unit level. Based on qualitative and quantitative criteria established by Accounting Standards Codification (“ASC”)
280, “Segment Reporting”, the Company considers itself to be operating within
Liquidity and Going Concern
The accompanying unaudited condensed consolidated financial statements
have been prepared assuming that the Company will continue as a going concern; however, the Company has incurred a net loss from continuing
operations of $
These factors raise substantial doubt on the Company’s ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has recently expanded its sales and marketing efforts by engaging sales agents to promote its tea products and enhance market penetration. The Company believes this sales agent model enables it to improve its profit and cash flow. Management’s plan for the Company’s continued existence is dependent upon management’s ability to execute the business plan and generate additional profit. Additionally, Management may need to continue to rely on private placements or other financing transactions or certain related parties to provide funding for investment, for working capital and general corporate purposes. If management is unable to execute its plan, the Company may become insolvent.
2. Summary of Significant Accounting Policies
Basis of Presentation
Management has prepared the accompanying unaudited condensed consolidated financial statements and these notes according to generally accepted accounting principles in the United States (“GAAP”).
Principles of Consolidation
Details of the Subsidiaries of the Company as of June 30, 2026 are set below:
| Name of Company | Place of incorporation | Attributable equity interest % | ||||
| Promising Prospect BVI Limited | ||||||
| Fast Approach Inc. | ||||||
| Shanghai Shuning Advertising Co., Ltd. (a subsidiary of Fast Approach Inc.) | ||||||
| Xianning Bozhuang Tea Products Co., Ltd. (a subsidiary of Hubei Lingpu Zhenghe Technology Co., Ltd.) | ||||||
| Shine Chemical Co., Ltd. | ||||||
| Hubei Shengsili Biotechnology Co., Ltd. (a subsidiary of Xianning Bozhuang Tea Products Co., Ltd.) | ||||||
| PinnacleTech HK Limited (a subsidiary of Promising Prospect BVI Limited) | ||||||
| Hubei Lingpu Zhenghe Technology Co., Ltd. (a subsidiary of PinnacleTech HK Limited) | ||||||
| Hubei Taihe Biotechnology Co., Ltd. (a subsidiary of Hubei Lingpu Zhenghe Technology Co., Ltd.) | ||||||
| Xianning Huarui Trading Co., Ltd. (a subsidiary of Xianning Bozhuang Tea Products Co., Ltd.) | ||||||
Management has eliminated all significant inter-company balances and transactions in preparing the accompanying unaudited condensed consolidated financial statements.
8
Reclassifications
Certain amounts on the prior years’ consolidated balance sheets and statement of operations were reclassified to reflect discontinued operations, with no effect on ending stockholders’ equity.
Use of Estimates
The unaudited condensed consolidated financial statements preparation requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, and the reported amounts of revenues and expenses during the reporting periods. Management evaluates estimates, including the allowance for credit losses of accounts receivable, amounts due from related parties and equity investments, the useful lives of our property and equipment, impairment of long-lived assets, long-term investments and goodwill, etc. Management bases the estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from these estimates.
Cash
Cash
includes currency on hand and deposits held by banks that can be added or withdrawn without limitation. The Company maintains most of
its bank accounts in the PRC. Cash maintained in banks within the People’s Republic of China of less than RMB
Accounts Receivable, Net
Accounts receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate for doubtful accounts is made when the amount is not expected to be collected. Delinquent amount balances are written off against the allowance for doubtful amounts after the management has determined that the likelihood of collection is not probable.
Inventories, Net
Inventories consist of raw materials and finished goods, stated at the lower of cost or market value. Finished goods are comprised of direct materials, direct labor, inbound shipping costs, and allocated overhead. An annual impairment test will be performed on inventory, and any excess of the recoverable amount over the carrying amount will be recognized as impairment losses in the current period.
Advances to Suppliers, Net
The Company makes advance payments to suppliers and vendors for the procurement of raw materials. Upon physical receipt and inspection of the raw materials from suppliers, the applicable amount is reclassified from advances and prepayments to suppliers to inventory. The Company reviews its advance to suppliers on a periodic basis and makes general and specific allowances when there is doubt as to the ability of a supplier to provide supplies to the Company or refund an advance.
Plant and Equipment
Plant
and equipment are carried at cost less accumulated depreciation. Depreciation is provided over their estimated useful lives, using the
straight-line method.
| Buildings | ||
| Machinery and equipment | ||
| Motor vehicles | ||
| Office equipment |
The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts, and any gain or loss is included in the Company’s results of operations. The costs of maintenance and repairs are recognized as incurred; significant renewals and betterments are capitalized.
9
Intangible Assets
Intangible
assets are carried at cost less accumulated amortization. Amortization is provided over their useful lives, using the straight-line method.
| Land use rights | ||
| Software licenses | ||
| Trademarks |
Goodwill
Goodwill represents the excess of the purchase price over the fair value of the net identifiable assets acquired in a business combination. The Company conducts an annual assessment of its goodwill for impairment. If the carrying value of its goodwill exceeds its fair value, then impairment has been incurred; accordingly, a charge to the Company’s operations results will be recognized during the period. Impairment losses on goodwill are not reversed. Fair value is generally determined using a discounted expected future cash flow analysis.
Impairment of Long-lived Assets
The Company annually reviews its long-lived assets for impairment or whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. Impairment may become obsolete from a difference in the industry, introduction of new technologies, or if the Company has inadequate working capital to utilize the long-lived assets to generate adequate profits. Impairment is present if the carrying amount of an asset is less than its expected future undiscounted cash flows.
If an asset is considered impaired, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the asset. Assets to be disposed of are reported lower the carrying amount or fair value fewer costs to selling.
Statutory Reserves
Statutory
reserves refer to the amount appropriated from the net income following laws or regulations, which can be used to recover losses and
increase capital, as approved, and are to be used to expand production or operations. PRC laws prescribe that an enterprise operating
at a profit must appropriate and reserve, on an annual basis, an amount equal to
Foreign Currency Translation
The accompanying unaudited condensed consolidated
financial statements are presented in United States dollars. The Company’s assets and liabilities are translated into United
States dollars from RMB at period-end exchange rates. Its revenues and expenses are translated at the average exchange rate during the
period.
| 06/30/2026 | 12/31/2025 | 06/30/2025 | ||||||||||
| Period-end US$: CDN exchange rate | ||||||||||||
| Period-end US$: RMB exchange rate | ||||||||||||
| Period-end US$: HK exchange rate | ||||||||||||
| Period average US$: CDN exchange rate | ||||||||||||
| Period average US$: RMB exchange rate | ||||||||||||
| Period average US$: HK exchange rate | ||||||||||||
The RMB is not freely convertible into foreign currencies, and all foreign exchange transactions must be conducted through authorized financial institutions.
10
Revenue Recognition
The Company adopted ASC 606 “Revenue Recognition.” It recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.
The Company derives its revenues from manufacture and distribution of tea products, and providing online advertising services. The Company recognizes product revenue at a point in time when the control of the products or services has been transferred to customers. The Company applies the following five steps to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
| ● | identify the contract with a customer; |
| ● | identify the performance obligations in the contract; |
| ● | determine the transaction price; |
| ● | allocate the transaction price to performance obligations in the contract; and; |
| ● | Recognize revenue as the performance obligation is satisfied. |
Cost of revenue
Cost of revenue consists primarily of the costs of finished goods manufactured and procurement cost of packaging, freight charges, depreciation of property and machinery and warehousing expenses. Cost of revenue also includes incremental costs of obtaining sales contract, which are mainly promotion cost paid to distributors in the amount in-line with sales revenue realized.
Advertising
All advertising costs are expensed as incurred.
Shipping and Handling
All outbound shipping and handling costs are expensed as incurred.
Research and Development
All research and development costs are expensed as incurred.
Retirement Benefits
Retirement benefits in the form of mandatory government-sponsored defined contribution plans are charged to either expense as incurred or allocated to inventory as part of overhead.
Income Taxes
The Company accounts for income tax using an asset and liability approach and recognizes deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not, these items will either expire before the Company can realize their benefits or uncertain future realization.
Comprehensive Income
The Company uses Financial Accounting Standards Board (“FASB”) ASC Topic 220, “Reporting Comprehensive Income.” Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders.
11
Earnings Per Share
The Company computes earnings per share (“EPS”) following ASC Topic 260, “Earnings per share.” Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis from the potential conversion of convertible securities or the exercise of options and or warrants; the dilutive impacts of potentially convertible securities are calculated using the as-if method; the potentially dilutive effect of options or warrants are computed using the treasury stock method. Potentially anti-dilutive securities (i.e., those that increase income per share or decrease loss per share) are excluded from diluted EPS calculation.
Fair Value Measurements of Financial Instruments
The Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities, and short-term debt, have carrying amounts that approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosing the Company’s fair value of financial instruments. ASC Topic 825, “Financial Instruments,” defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:
| ● | Level 1 - inputs to the valuation methodology used quoted prices for identical assets or liabilities in active markets. |
| ● | Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and information that are observable for the asset or liability, either directly or indirectly, for substantially the financial instrument’s full term. |
| ● | Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Lease
Effective
December 31, 2018, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that do not
require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired
or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of
Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term.
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and it includes the associated operating lease payments in the undiscounted future pre-tax cash flows.
12
Share-based Compensation
The Company recognize share-based compensation expense on a straight-line basis over the applicable requisite service period, based on the grant date fair value of the award. The fair value of shares issued for services is calculated by multiplying the number of shares issued with the stock price on the grant date.
Commitments and Contingencies
From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The majority of these claims and proceedings related to or arise from commercial disputes. The Company first determines whether a loss from a claim is probable, and if it is reasonable to estimate the potential loss. The Company accrues costs associated with these matters when they become probable, and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Also, the Company discloses a range of possible losses, if a loss from a claim is probable but the amount of loss cannot be reasonably estimated, which is in line with the applicable requirements of Accounting Standard Codification 450. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would have a material adverse impact on the Company’s consolidated financial position, results of operations and cash flows.
Recent Accounting Pronouncements
In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This guidance amends the effective date of Update 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of Update 2024-03 is permitted. The Company is currently in the process of evaluating the impact this amended guidance may have on the footnotes to its consolidated financial statements.
In November 2025, the FASB issued ASU 2025-08, Financial Instruments—Credit Losses (Topic 326): Purchased Loans. This update improves the decision usefulness of the financial reporting for acquired financial assets. The amendments require that purchased seasoned loans be accounted for using the gross-up approach, which will enhance comparability and consistency in the accounting for acquired financial assets. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently in the process of evaluating the impact this amended guidance may have on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. This update improves U.S. GAAP by establishing authoritative guidance on the accounting for government grants received by business entities. For public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. The Company is currently in the process of evaluating the impact this amended guidance may have on its consolidated financial statements.
In May 2026, the FASB issued ASU 2026-2, Environmental Credits and Environmental Credit Obligations (Topic 818). This Update provides recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. For public business entities, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The Company is currently in the process of evaluating the impact this amended guidance may have on its consolidated financial statements.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
13
3. Discontinued Operation
On
April 30, 2025, the Board resolved to discontinue the operations of Shandong Yunchu. Subsequently, on September 1, 2025, the Company
disposed of its
On June 15, 2026, the Company completed the disposition of its
The
discontinued operation represents a strategic shift that has a major effect on the Company’s operations and financial results,
which trigger discontinued operations accounting in accordance with ASC 205-20-45. Results of operations related to the discontinued
operations for the six months ended June 30, 2025 were retroactively reported as loss from discontinued operations.
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Selling and marketing expenses | ||||||||
| General and administrative expenses | ||||||||
| Research and development expenses | ||||||||
| Total operating expenses | ||||||||
| Loss from discontinued operations | ( | ) | ( | ) | ||||
| Other income (expenses) | ||||||||
| Interest income | ||||||||
| Interest expenses | ( | ) | ( | ) | ||||
| Other expenses | ( | ) | ( | ) | ||||
| Gain on disposal of subsidiaries | ||||||||
| Total other income (expenses) | ( | ) | ||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income taxes provision | ||||||||
| Net loss from discontinued operations | $ | ( | ) | $ | ( | ) | ||
14
Assets and liabilities of the discontinued operations:
| As of December 31, | ||||
| 2025 | ||||
| CURRENT ASSETS: | ||||
| Cash | $ | |||
| Accounts receivable, net | ||||
| Inventories, net | ||||
| Advances to suppliers, net | ||||
| Other receivables, net | ||||
| Other receivables-related parties | ||||
| Prepaid expenses | ||||
| TOTAL CURRENT ASSETS | ||||
| NON-CURRENT ASSETS: | ||||
| Plant and equipment, net | ||||
| Long-term investments | ||||
| TOTAL ASSETS | $ | |||
| CURRENT LIABILITIES: | ||||
| Loans-current | $ | |||
| Accounts payable | ||||
| Advance from customers | ||||
| Taxes payable | ||||
| Other payables and accrued liabilities | ||||
| Other payables-related parties | ||||
| TOTAL CURRENT LIABILITIES | ||||
| NON-CURRENT LIABILITIES | ||||
| Loans-noncurrent | ||||
| TOTAL LIABILITIES | $ | |||
4. Accounts Receivable, Net
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Unaudited | ||||||||
| Trade accounts receivable | $ | $ | ||||||
| Less: Allowance for credit losses | ( | ) | ( | ) | ||||
| $ | $ | |||||||
| Allowance for credit losses | ||||||||
| Beginning balance | $ | ( | ) | $ | ( | ) | ||
| Additions to allowance | ( | ) | ( | ) | ||||
| Ending balance | $ | ( | ) | $ | ( | ) | ||
15
The following table summarizes the Company’s accounts receivable by aging bucket:
| As of | ||||||||
| Accounts Receivable by aging bucket | June 30, 2026 | December 31, 2025 | ||||||
| Less than 3 months | $ | $ | ||||||
| From 4 to 6 months | ||||||||
| From 7 to 12 months | ||||||||
| From 1 to 2 years | ||||||||
| From 2 to 3 years | ||||||||
| Over 3 years | ||||||||
| Total gross accounts receivable | ||||||||
| Allowance for doubtful accounts | ( | ) | ( | ) | ||||
| Accounts Receivable, net | $ | $ | ||||||
5. Advances to Suppliers, Net
Prepayments mainly include advance payment to suppliers and vendors to procure raw materials. Prepayments consist of the following:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Unaudited | ||||||||
| Payment to suppliers and vendors | $ | $ | ||||||
| Allowance for credit losses | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
6. Inventories, Net
Inventories consisted of the following as of June 30, 2026 and December 31, 2025:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Unaudited | ||||||||
| Raw materials | $ | $ | ||||||
| Work in progress | ||||||||
| Finished goods | ||||||||
| Allowance for inventory reserve | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
16
7. Plant and Equipment, Net
Plant and equipment consisted of the following as of June 30, 2026 and December 31, 2025:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Unaudited | ||||||||
| At Cost: | ||||||||
| Buildings | $ | $ | ||||||
| Machinery and equipment | ||||||||
| Office equipment | ||||||||
| Motor vehicles | ||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Construction in progress | ||||||||
| $ | $ | |||||||
Depreciation expense for the three months ended June 30, 2026 and
2025 was $
8. Intangible Assets
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Unaudited | ||||||||
| At Cost: | ||||||||
| Land use rights | $ | $ | ||||||
| Software licenses | ||||||||
| Trademark | ||||||||
| Less: Accumulated amortization | ( | ) | ( | ) | ||||
| $ | $ | |||||||
Amortization expense for the three months ended June 30, 2026 and
2025 was $
17
As of June 30, 2026, the estimated future amortization expenses of the intangible assets were as follow:
| Twelve months ending June 30, | Amortization expenses | |||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Thereafter | ||||
| Total | $ | |||
9. Other Payables and Accrued Liabilities
As of June 30, 2026 and December 31, 2025, the balance of other payable
and accrued liabilities was $
10. Advance from Customer
For
our operations, the proceeds received from sales are initially recorded as advances from customers, which are usually related to unsatisfied performance obligations at the end of an applicable reporting period. As of June 30, 2026 and December 31, 2025, the outstanding
balance of the advance from customers was $
11. Related Party Transactions
As of June 30, 2026 and December 31, 2025, amounts
due from related parties were $ and $
As of June 30, 2026 and December 31, 2025, the
outstanding balance due to related parties was $
18
Outstanding balances of significant parties are stated below:
| As of | ||||||||||
| Amounts due to related parties: | June 30, 2026 | December 31, 2025 | ||||||||
| Unaudited | ||||||||||
| Mr. Bin Zhou | $ | $ | ||||||||
| Ms. Luojie Pu | ||||||||||
| Ms. Huiying Jin | ||||||||||
| Ms. Ye Zhang | ||||||||||
| Mr. Yong Yang | ||||||||||
| Total | $ | $ | ||||||||
12. Goodwill
The changes in the carrying amount of goodwill are as follows:
| Shengsili (1) | ||||
| Balance as of December 31, 2025 | $ | |||
| Foreign currency translation adjustments | ||||
| Balance as of June 30, 2026 | $ | |||
| (1) |
13. Bank Loans
The outstanding balances on short-term and long-term bank loans consisted of the following:
| As of | ||||||||||||||
| Lender | Maturities | Interest rate | June 30, 2026 | December 31, 2025 | ||||||||||
| Unaudited | ||||||||||||||
| Chajiaduo supply chain Hubei co., Ltd | ||||||||||||||
| Mr. Wei Jin | % | |||||||||||||
| Bank overdraft | ||||||||||||||
| Total | $ | $ | ||||||||||||
The loan from Chajiaduo Supply Chain Hubei Co., Ltd. was obtained to support general working capital, with no guarantee requirement. This loan was fully repaid upon maturity.
The loan from Mr. Wei Jin was obtained to support general working capital, with no guarantee requirement. This loan was fully repaid in March 2026.
Interest expense for the three months ended June 30, 2026 and
2025 was $
19
14. Operating lease
The Company leases office spaces in Wuhan City, Hubei Province of China, with terms of two years. The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of right of use assets and lease liabilities. Leases with initial term of 12 months or less are not recorded on the balance sheet.
The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The table below presents the operating lease related assets and liabilities recorded on the balance sheets:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Operating lease assets: | ||||||||
| Operating lease right of use assets | $ | $ | - | |||||
| Total operating lease assets | - | |||||||
| Operating lease obligations: | ||||||||
| Current operating lease liabilities | - | |||||||
| Non-current operating lease liabilities | - | |||||||
| Total operating lease obligations | $ | $ | - | |||||
The weighted-average remaining lease term and the weighted-average discount rate of leases are as follows:
| June 30, 2026 | ||||
| Weighted-average remaining lease term | ||||
| Weighted-average discount rate | % | |||
The following table summarizes the maturity of operating lease liabilities as of June 30, 2026:
| Twelve months ending June 30, | US$ | |||
| 2027 | $ | |||
| 2028 | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total lease liabilities | $ | |||
20
15. Equity
On September 9, 2025, the Company filed a Certificate of Amendment
to its Articles of Incorporation with the Secretary of State of the State of Nevada to increase the total number of shares of all classes
of stock which the Company has authority to issue to
On
August 29, 2025, the stockholders of the Company approved the 2025 Equity Incentive Plan (the “2025 Plan”), which provides
that up to
As
of June 30, 2026 and December 31, 2025, the number of common shares issued and outstanding was
16. Earnings (Loss) Per Share
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | |||||||||||||
| Loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Income (loss) from discontinued operations | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Loss per share from continuing operations - Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Earning (loss) per share from discontinued operations-Basic and diluted | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Basic and diluted weighted average shares outstanding | ||||||||||||||||
17. Concentrations
Customers Concentrations:
The following table sets forth information about each customer that accounted for 10% or more of the Company’s revenues for the six months ended June 30, 2026 and 2025.
| For the Six months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Customers | Amount | % | Amount | % | ||||||||||||
| A | $ | $ | ||||||||||||||
| B | $ | $ | ||||||||||||||
| C | $ | $ | ||||||||||||||
| D | $ | $ | ||||||||||||||
Suppliers Concentrations
The following table sets forth information about each supplier that accounted for 10% or more of the Company’s purchase for the six months ended June 30, 2026 and 2025.
| For the Six months Ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Suppliers | Amount | % | Amount | % | ||||||||||||
| A | $ | $ | ||||||||||||||
| B | $ | $ | ||||||||||||||
| C | $ | $ | ||||||||||||||
| D | $ | $ | ||||||||||||||
| E | $ | $ | ||||||||||||||
21
18. Credit risk
The
Company’s deposits are made with banks located in the PRC. Cash maintained in banks within the People’s Republic of China
of less than RMB
19. Contingencies
The Company records accruals for certain of its outstanding legal proceedings or claims when it is probable that liability will be incurred and the amount of loss can be reasonably estimated. The Company evaluates, on a quarterly basis, developments in legal proceedings or claims that could affect the amount of any accrual, as well as any developments that would make a loss contingency both probable and reasonably estimable. The Company discloses the amount of the accrual if it is material.
When a loss contingency is not both probable and estimable, the Company does not record an accrued liability but discloses the nature and the amount of the claim, if material. However, if the loss (or an additional loss in excess of the accrual) is at least reasonably possible, then the Company discloses an estimate of the loss or range of loss, unless it is immaterial or an estimate cannot be made. The assessment of whether a loss is probable or reasonably possible, and whether the loss or a range of loss is estimable, often involves complex judgments about future events. Management is often unable to estimate the loss or a range of loss, particularly where (i) the damages sought are indeterminate, (ii) the proceedings are in the early stages, or (iii) there is a lack of clear or consistent interpretation of laws specific to the industry-specific complaints among different jurisdictions. In such cases, there is considerable uncertainty regarding the timing or ultimate resolution of such matters, including eventual loss, fine, penalty or business impact, if any. The Company has analyzed its operations subsequent to June 30, 2026 to the date these unaudited condensed consolidated financial statements were issued and has determined that it has such contingency events to disclose.
Legal Proceedings
On May 15, 2026, the Company received a first-instance judgment in
a trademark dispute with Xianning Baidun Shengshengchuan Brick Tea Factory, ordering the Company to pay RMB
20. Subsequent Events
The Company evaluates subsequent events that have occurred after the balance sheet date but before the financial statements are issued. There are two types of subsequent events: (1) recognized, or those that provide additional evidence with respect to conditions that existed at the dates of the balance sheets, including the estimates inherent in the process of preparing financial statements, and (2) non-recognized, or those that provide evidence with respect to conditions that did not exist at the date of the balance sheet but arose subsequent to that date. The Company has analyzed its operations subsequent to June 30, 2026 to the date these unaudited condensed consolidated financial statements were issued, and has determined that it does not have any material subsequent events to disclose.
22
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
We are headquartered in Flushing, New York. After a series of acquisitions and dispositions in 2026 and 2025, our primary business, which is carried out by Xianning Bozhuang, Hubei Shengsili and Fast Approach Inc, includes the following operations:
| ● | Manufacture and distribute black tea and green tea products; and | |
| ● | Online advertising services. |
Results of Operations
Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025.
The following discussion should be read in conjunction with the Company’s unaudited condensed consolidated financial statements for the three months ended June 30, 2026 and 2025 and related notes.
| Three Months Ended | Increase / | Increase / | ||||||||||||||
| June 30, | Decrease | Decrease | ||||||||||||||
| (In Thousands of USD) | 2026 | 2025 | ($) | (%) | ||||||||||||
| Net revenues | 790 | 3 | 787 | 26,233 | ||||||||||||
| Cost of revenues | (733 | ) | (2 | ) | (731 | ) | 36,550 | |||||||||
| Promotion cost | (760 | ) | - | (760 | ) | - | ||||||||||
| Gross profit | (703 | ) | 1 | (704 | ) | (70,400 | ) | |||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing expenses | 2 | 1 | 1 | 100 | ||||||||||||
| General and administrative expenses | 453 | 295 | 158 | 54 | ||||||||||||
| Research & Developing expenses | 1 | - | 1 | - | ||||||||||||
| Operating loss | (1,159 | ) | (295 | ) | (864 | ) | 293 | |||||||||
| Interest expense | - | (2 | ) | 2 | (100 | ) | ||||||||||
| Other expense | (1 | ) | (6 | ) | 5 | (83 | ) | |||||||||
| Loss before tax | (1,160 | ) | (303 | ) | (857 | ) | 283 | |||||||||
| Income tax expense | (9 | ) | - | (9 | ) | - | ||||||||||
| Loss from continuing operations | (1,169 | ) | (303 | ) | (866 | ) | 286 | |||||||||
| Income (loss) from discontinued operations | 20 | (471 | ) | 491 | (104 | ) | ||||||||||
| Net loss | (1,149 | ) | (774 | ) | (375 | ) | 48 | |||||||||
Net Revenues. Our net revenues for the three months ended June 30, 2026 amounted to $790,203, reflecting an increase of $787,073 compared to $3,130 for the three months ended June 30, 2025. This increase was attributable to the growth of our online advertising business and the expanded enterprise sales distribution channel of our tea products for the three months ended June 30, 2026.
Cost of Revenues. During the three months ended June 30, 2026, we experienced an increase in our cost of revenue of $731,731, in comparison to the three months ended June 30, 2025, from $1,672 to $733,403. This increase was mainly due to an increase in cost of revenue from online advertising services and sales of tea products in line with revenue.
Promotion cost. During the three months ended June 30, 2026, we incurred promotion cost of $760,064 in connection with sales of tea products by Hubei Shengsili, compared to $nil for the three months ended June 30, 2025.
Gross Profit. Our gross profit decreased by $704,722, to loss of $703,264 for the three months ended June 30, 2026 compared to profit of $1,458 for the three months ended June 30, 2025. Our gross margin was negative 89.0% for the three months ended June 30, 2026 compared to positive 46.6% for the three months ended June 30, 2025. The decrease in gross profit and gross margin was attributable to an increase in promotion cost. We engaged sales agents to expand the sales network of our tea product, incurred significant promotion cost to achieve small profits but quick turnover.
23
Operating Expenses
Selling and Marketing Expenses. Our selling and marketing expenses increased by $842, to $1,985 for the three months ended June 30, 2026 from $1,143 for the three months ended June 30, 2025. This increase was mainly due to the increase in shipping and delivery expenses and business travel and meals expense.
General and Administrative Expenses. Our general and administrative expenses for the three months ended June 30, 2026 increased by $158,888, to $454,416 compared to $295,528 for the three months ended June 30, 2025. This increase was mainly due to an increase in salary and rental expense of our new subsidiaries, as well as impairment of intangible asset.
Research and Development Expenses. Our research and development expenses for the three months ended June 30, 2026 was $836, compared to $nil for the three months ended June 30, 2025. This increase was mainly due to an increase in research expense of our new products.
Net Loss
Our net loss was $1,149,151 for the three months ended June 30, 2026, compared to a net loss of $773,581 for the three months ended June 30, 2025. This change in net loss was primarily attributable to the decrease in gross profit, as discussed above.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025.
The following discussion should be read in conjunction with the Company’s unaudited condensed consolidated financial statements for the six months ended June 30, 2026 and 2025 and related notes.
| Six Months Ended | Increase / | Increase / | ||||||||||||||
| June 30, | Decrease | Decrease | ||||||||||||||
| (In Thousands of USD) | 2026 | 2025 | ($) | (%) | ||||||||||||
| Net revenues | 7,091 | 64 | 7,027 | 10,980 | ||||||||||||
| Cost of revenues | (1,119 | ) | (8 | ) | (1,111 | ) | 13,888 | |||||||||
| Promotion cost | (5,145 | ) | - | (5,145 | ) | - | ||||||||||
| Gross profit | 827 | 56 | 771 | 1,377 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Selling and marketing expenses | 11 | 8 | 3 | 38 | ||||||||||||
| General and administrative expenses | 1,084 | 698 | 386 | 55 | ||||||||||||
| Research & Developing expenses | 1 | - | 1 | - | ||||||||||||
| Operating loss | (269 | ) | (650 | ) | 381 | (59 | ) | |||||||||
| Interest expense | - | (4 | ) | 4 | (100 | ) | ||||||||||
| Other expense | (1 | ) | (6 | ) | 5 | (83 | ) | |||||||||
| Loss before tax | (270 | ) | (660 | ) | 390 | (59 | ) | |||||||||
| Income tax expense | (9 | ) | - | (9 | ) | - | ||||||||||
| Loss from continuing operations | (279 | ) | (660 | ) | 381 | (58 | ) | |||||||||
| Loss from discontinued operations | (367 | ) | (910 | ) | 543 | (60 | ) | |||||||||
| Net loss | (646 | ) | (1,570 | ) | 924 | (59 | ) | |||||||||
Net Revenues. Our net revenues for the six months ended June 30, 2026 amounted to $7.09 million, reflecting an increase of approximately $7.03 million compared to $63,666 for the six months ended June 30, 2025. This increase was attributable to our acquisition of Hubei Shengsili in November 2025 and the expanded enterprise sales distribution channel of our tea products for the six months ended June 30, 2026.
Cost of Revenues. During the six months ended June 30, 2026, we experienced an increase in our cost of revenue of $1.11 million, in comparison to the six months ended June 30, 2025, from $7,963 to $1.12 million. This increase was mainly due to an increase in cost of revenue from sales of tea products in line with revenue.
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Promotion cost. During the six months ended June 30, 2026, we incurred promotion cost of $5.15 million in connection with sales of tea products by Hubei Shengsili, compared to $nil for the six months ended June 30, 2025.
Gross Profit. Our gross profit increased by approximately $0.77 million, to $0.83 million for the six months ended June 30, 2026 compared to $55,703 for the six months ended June 30, 2025. Our gross margin decreased by 75.8%, to 11.7% for the six months ended June 30, 2026 compared to 87.5% for the six months ended June 30, 2025. The increase in gross profit and decrease in gross margin was attributable to our acquisition of Hubei Shengsili, which engaged sales agents to expand the sales network of our tea product, incurred significant promotion cost to achieve small profits but quick turnover.
Operating Expenses
Selling and Marketing Expenses. Our selling and marketing expenses increased by $2,687, to $10,702 for the six months ended June 30, 2026 from $8,015 for the six months ended June 30, 2025. This increase was mainly due to the increase in shipping and delivery expenses and business travel and meals expense.
General and Administrative Expenses. Our general and administrative expenses for the six months ended June 30, 2026 increased by approximately $0.38 million, to $1.08 million compared to $0.70 million for the six months ended June 30, 2025. This increase was mainly due to an increase in audit expense of $0.24 million, salary and rental expense of our new subsidiaries, as well as impairment of intangible asset.
Research and Development Expenses. Our research and development expenses for the six months ended June 30, 2026 was $954 compared to $nil for the six months ended June 30, 2025. This increase was mainly due to an increase in research expense of our new products.
Net Loss
Our net loss was $0.65 million for the six months ended June 30, 2026, compared to $1.57 million for the six months ended June 30, 2025. This change in net loss was primarily attributable to the increase in revenue, and decrease in loss from discontinued operations. We completed the disposition of our 100% equity in Bless Chemical, which owned Hubei Bulaisi and Jingshan Sanhe, on June 15, 2026.
Foreign Exchange Controls
A significant portion of our cash is held in RMB by our PRC subsidiaries. The RMB is not freely convertible into foreign currencies. Under the PRC’s foreign exchange regulations, payments of current account items, including profit distributions, interest payments, and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange (“SAFE”) by complying with certain procedural requirements. However, approval from or registration with appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. These restrictions could affect our ability to utilize our PRC cash balances to fund our offshore operations or to make dividends or other distributions to our holding company.
Liquidity and Going Concern
The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the Company has reported net loss from continuing operations of $279,375 for the six months ended June 30, 2026, and its net cash provided by operating activities from continuing operations for the six months ended June 30, 2026 was $24,080. The Company had an accumulated deficit of $175,623,596 and a working capital deficit of $6,122,619 as of June 30, 2026.
These factors raise substantial doubt on the Company’s ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company has recently expanded its sales and marketing efforts by engaging sales agents to promote its tea products and enhance market penetration. The Company believes this sales agent model enables it to improve its profit and cash flow. Management’s plan for the Company’s continued existence is dependent upon management’s ability to execute its business plan and generate additional profits, Additionally, Management may need to continue to rely on private placements or other capital raising transactions or certain related parties to provide funding for investment, for working capital and general corporate purposes. If management is unable to execute its plan, the Company may become insolvent.
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The following table provides detailed information about our net cash flow for all financial statement periods presented in this report.
Cash Flows Data:
| For the Six Months Ended June 30 | ||||||||
| (In thousands of U.S. dollars) | 2026 | 2025 | ||||||
| Net cash flows used in operating activities | (478 | ) | (2,027 | ) | ||||
| Net cash flows used in investing activities | (12 | ) | (2 | ) | ||||
| Net cash flows provided by financing activities | 811 | 2,502 | ||||||
Operating Activities
Net cash used in operating activities was $477,569 during the six months ended June 30, 2026, primarily due to net loss from continuing operations of $279,375, adjustments to reconcile net loss of $281,385, changes in net operating assets and liabilities of $22,070, and net cash used in operating activities from discontinued operations of $501,649.
Net cash used in operating activities was $2,026,665 during the six months ended June 30, 2025, primarily due to net loss from continuing operations of $660,576, adjustments to reconcile net loss of $252,306, changes in net operating assets and liabilities of $146,411, and net cash used in operating activities from discontinued operations of $1,764,806.
Investing Activities
Net cash used in investing activities from continuing operations for the six months ended June 30, 2026 was $12,252, primarily due to cash used for purchase of equipment of $12,689. Net cash provided by investing activities from discontinued operations for the six months ended June 30, 2026 was $323.
Net cash used in investing activities from continuing operations for the six months ended June 30, 2025 was $nil. Net cash used in investing activities from discontinued operations for the six months ended June 30, 2025 was $2,463.
Financing Activities
The net cash provided by financing activities from continuing operations was $309,800 during the six months ended June 30, 2026, mainly attributed to proceeds from related parties of $449,134, repayment of bank loans of $145,722. Net cash provided by financing activities from discontinued operations for the six months ended June 30, 2026 was $501,326.
The net cash provided by financing activities from continuing operations was $227,364 during the six months ended June 30, 2025, mainly attributed to proceeds from related parties of $227,022. Net cash provided by financing activities from discontinued operations for the six months ended June 30, 2026 was $2,274,849.
Critical Accounting Estimates and Policies
The preparation of financial statements in conformity with the United States generally accepted accounting principles requires our management to make assumptions, estimates, and judgments that affect the amounts reported in the financial statements, including the notes to that, and related disclosures of commitments contingencies, if any.
Accounts receivable, net
Accounts receivable is presented net of an allowance for credit losses. In determining the amount of the allowance for credit losses, we consider historical collectability based on past due status, the age of the accounts receivable balances, credit quality of the customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect our ability to collect from customers. Accounts receivable is written off after all collection efforts have ceased. As of June 30, 2026 and December 31, 2025, our allowance for uncollectable balances amounted to $885,380 and $784,239, respectively.
Off-Balance Sheet Arrangements
We do not have any off-balance arrangements.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective due to material weaknesses in our internal control over financial reporting, as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
As a result, we performed additional analysis as deemed necessary to ensure that our unaudited condensed consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the unaudited condensed consolidated financial statements included in this Form 10-Q present fairly in all material respects our financial position, results of operations and cash flows for the period presented.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control Over Financial Reporting
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
27
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On July 27, 2023, Daqi Cui, a former employee, filed a complaint against the Company in Queens County, the Supreme Court of the State of New York, asserting claims of breach of employment contract, seeking $609,145.05 in damages as well as attorneys’ fees and costs. On November 6, 2023, the Company filed a motion to move the case to the United States District Courthouse, Eastern District of New York for an Order to dismiss with prejudice. On July 29, 2024, the complaint was dismissed by the Eastern District of New York. However, Plaintiff was granted leave to file an amended complaint within 30 days after entry of the order. Subsequently, the Plaintiff filed an amended complaint against the Company and the Company has moved to dismiss the amended complaint. On July 21, 2025, the motion to dismiss was denied by the Court.
On July 31, 2025, the Company filed an Answer to the amended complaint and asserted a counterclaim against the Plaintiff. The case subsequently proceeded to the discovery phase. In March and April 2026, the Plaintiff filed a motion to compel and a motion for sanctions. Concurrently, in April 2026, the Plaintiff’s counsel filed a motion to withdraw as attorney, which resulted in the Court terminating certain deadlines and hearings pending resolution of the withdrawal motion. The Company intends to continue to vigorously defend against the Plaintiff’s claims and pursue its counterclaim.
As a commercial enterprise, the Company is subject to various claims and legal actions in the ordinary course of business. These matters include commercial disputes arising in the course of its business. The Company is not aware of any pending or threatened litigation that it believes is reasonably likely to have a material adverse effect on its results of operations, financial position or cash flows. See Note 19, “Contingencies,” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding legal proceedings and related contingencies.
ITEM 1A. RISK FACTORS
Risk Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the Company’s registration statement on Form S3/A as filed with the SEC on April 2, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Company’s registration statement Form S3/A as filed with the SEC on April 2, 2026.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
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ITEM 6. EXHIBITS
The following exhibits are filed as part of this report.
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PLANET GREEN HOLDINGS CORP. | ||
| Date: August 14, 2026 | By: | /s/ Bin Zhou |
| Bin Zhou, Chief Executive Officer and Chairman (Principal Executive Officer) | ||
| Date: August 14, 2026 | By: | /s/ Wei Li |
| Wei Li, Chief Financial Officer (Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this quarterly report has been signed by the following persons in the capacities and on the dates indicated.
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ATTACHMENTS / EXHIBITS
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