What changed in this filing

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Item 9A. Controls and Procedures

2025-06-30 compared with 2024-07-15 · 86 added, 90 removed, 462 unchanged (28% of the section changed)

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“Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file

or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities

and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including

or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including

our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

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hire a reporting manager (“Internal Finance Manager”) who has the requisite relevant U.S.

GAAP and SEC reporting

experience and qualifications;

make an overall assessment on the current finance and accounting resources and hire additional accounting members with appropriate

levels of accounting knowledge and experience;

GAAP and SEC reporting experience

and qualifications;

make an overall assessment on the current finance and accounting resources and hire additional accounting members with appropriate levels

of accounting knowledge and experience;

streamline our accounting department structure and enhance our staff’s U.S.

GAAP and SEC reporting requirements on a

continuous basis through internal training provided by the Internal Finance manager;

GAAP and SEC reporting requirements on a continuous

basis through internal training provided by the Internal Finance manager;

participate in trainings and seminars provided by professional services firms on a regular basis to gain knowledge on regular U.S.

GAAP /SEC reporting requirements updates;

engage an external “Sarbanes-Oxley 404” consulting firm to help us implement Sarbanes-Oxley 404 internal controls

compliance together with the establishment of our internal audit function.

/SEC reporting requirements updates;

engage an external “Sarbanes-Oxley 404” consulting firm to help us implement Sarbanes-Oxley 404 internal controls compliance

together with the establishment of our internal audit function.

anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2025.

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in Economics from Brandeis University in 1994.

Hamilton, age 52, is currently the CEO and co-founder

of Donald Capital.

He also served as the Chief Financial Officer and Director of CBD Biotech Inc.

and was a Director and chairman of

the audit committee of Wunong Net Technology Company Limited (Nasdaq:

Other experience includes having founded and lead, Hamilton

Laundry and Hamilton Strategy Group.

From November 2013 to November 2014, Mr.

Hamilton served as the CFO and Board member of CBD biotech

has been the Chief Financial Officer of CBD Biotech Inc.

other entrepreneurial pursuits include founding and severing as its CEO.

Hamilton also founded Hamilton Strategy in November 2014, and has served as its chief executive officer since.

From November 2013 to

November 2014, Mr.

Hamilton was the president of Kei Advisors.

has been serving as an independent director and the chairman of the audit committee 0.

Hamilton was also the Co-Founder of Donald Capital LLC, and has served

as its president.

Hamilton is currently a managing director of investment banking at craft capital management.

From December 2020

to July 2021, Mr.

Hamilton served as an independent director and the chairman of the audit committee of Wunong Net Technology Company

Limited (Nasdaq:

Hamilton’s prior public company experience led to the conclusion that he should serve as a director.

Board has determined that Mr.

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Hamilton has accepted our appointment to be our independent director, effective on the Appointment Effective Date.

iangping (Gary), Independent Director

Jiangping (Gary) obtained a master’s degree in business administration from the Ross School of Business Management at the University

of Michigan in 2006 and a bachelor’s degree in accounting from Tsinghua University in Beijing, China, in 2000.

Jiangping (Gary)

Xiao, age 46, has been the CFO at Degiulio Kitchen Design since August 2023.

He was the CFO for Big Red Rooster Flow from June 2021 to

August 2023, and vice president of finance and accounting at Hilco IP Merchant Banking July 2019 to June 2021.

Since December 2020, Mr.

Xiao has been serving as an independent director and the chairman of the nominating and corporate governance committee of Wunong Net

Technology Company Limited (Nasdaq:

From March 2017 to March 2019, Mr.

Xiao served as the chief financial officer of Professional

Diversity Network, Inc.

From June 2013 to April 2016, Mr.

Xiao served as the chief financial officer and financial controller of Petstages

From August 2008 to May 2013, Mr.

Xiao served as the operation financial controller of the operations management group of The Jordan

Company, a private equity firm.

From June 2006 to August 2008, Mr.

Xiao served as a senior finance associate in the financial planning

and analysis department of United Airlines, Inc.

Xiao obtained a master’s degree in business administration from the Ross School

of Business Management at the University of Michigan in 2006 and a bachelor’s degree in accounting from Tsinghua University in

Beijing, China, in 2000.

Jiangping (Gary), Independent Director

Xiao has been the CFO at deGiulio Kitchen Design, Inc since August 2023.

He previously served as CFO at Big Red Rooster Flow, LLC from

June 2021 to August 2023.

From July 2019 until April 2021, he served as VP of Finance & Accounting for Hilco IP Merchant Bank.

March 2017 until March 2019, he served as CFO for Professional Diversity Network, Inc.(Nasdaq:

From June 2013 until April 2016,

he served as the CFO and Controller of Petstages Inc.

Xiao has also been an independent director for several public companies.

November 2021, Mr.

Xiao has been an independent board director and the chairman of audit committee of Embrace Change Acquisition Corp

EMCG), a special purpose acquisition company, or SPAC.

From July 2019 to November 2021, Mr.

Xiao served as an independent board

director and audit committee chair of Takung Art Co.

He received a master’s degree in business administration

from the Ross School of Business at the University of Michigan and a bachelor’s degree in accounting from Tsinghua University.

Board has determined that Mr.

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audits of the Company’s financial statements;

policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and

policies with respect to risk assessment and risk management, and discussing the Company’s major financial risk exposures and

the steps management has taken to monitor and control such exposures;

and discuss with management the Company’s audited financial statements and review with management and the Company’s independent

and discussing with management the Company’s audited financial statements and reviewing with management and the Company’s independent

registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing

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accounting firm engaged to prepare or issue an audit report for the Company;

or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered

or recommending that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered

public accounting firm;

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of the Revenue Code, or Section 162(m).

The Compensation Committee held 1 meeting during 2023.

Compensation Committee operates pursuant to a written charter that is available on the Company’s website at:

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rules and regulations of Nasdaq.

The Nominating Committee held 1 meeting during 2023.

Nominating Committee operates pursuant to a written charter that is available on the Company’s website at:

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are no family relationships between any director or executive officer of the Company.

in Certain Legal Proceedings

Trading Arrangements and Policies

have a written insider trading policy that applies to our directors, officers, employees and contractors, including

our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar

We intend to disclose future amendments to such policy, or any waivers of its requirements, applicable to any principal executive

officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions or our directors

on our website identified above or in a current report on Form 8-K that we would file with the SEC.

directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy

or sell shares of our Common Stock on a periodic basis.

Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established

by the director or officer when entering into the plan, without further direction from them.

The director or officer may amend a Rule

10b5-1 plan in some circumstances and may terminate a plan at any time.

Our directors and executive officers also may buy or sell additional

shares outside of a Rule 10b5-1 plan when they are not in possession of material non-public information subject to compliance with the

terms of our insider trading policy.

Executive Compensation

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Hong Zhida is the Company’s Chief Executive Officer, President and Secretary.

Hong’s compensation is $1,436 per

Hong may be entitled to options from time to time as authorized and approved by the Compensation Committee or the Board of

Hong’s compensation is $1,436 per month.

Hong may be entitled to options from time to time as authorized and approved by the Compensation Committee or the Board of Directors.

Huang Chao as the Company’s Chief Financial Officer and Treasurer.

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Chao’s compensation is $2,631 per month.

Chao may be entitled to options from time to time as

authorized and approved by the Compensation Committee or the Board of Directors.

Chao may be entitled to options from time to time as authorized

and approved by the Compensation Committee or the Board of Directors.

Disclosure to Summary Compensation Table

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at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries,

May 28, 2024 , our Board adopted our 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”), which was

approved by our shareholders at our annual shareholders meeting on June 28, 2024.

The 2024 Equity Incentive Plan gives us the ability

to grant stock options, stock appreciation rights (SARs), restricted stock and other stock-based awards to officers, directors (including

independent directors), employees or consultants of our company or of any subsidiary of our company and to non-employee members of our

advisory board or our Board or the board of directors of any of our subsidiaries.

The Board and the Compensation Committee believe the

ability to grant restricted stock, stock options and make other stock-based awards under the Plan is an important factor in attracting,

stimulating and retaining qualified and distinguished personnel with proven ability and vision to serve as employees, officers, consultants

or members of the Board or advisory board of our company and our subsidiaries, and to chart our course towards continued growth and financial

May 28, 2024, our Board adopted our 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”), which was approved by

our shareholders at our annual shareholders meeting on June 28, 2024.

The 2024 Equity Incentive Plan gives us the ability to grant stock

options, stock appreciation rights (SARs), restricted stock and other stock-based awards to officers, directors (including independent

directors), employees or consultants of our company or of any subsidiary of our company and to non-employee members of our advisory board

or our Board or the board of directors of any of our subsidiaries.

The Board and the Compensation Committee believe the ability to grant

restricted stock, stock options and make other stock-based awards under the Plan is an important factor in attracting, stimulating and

retaining qualified and distinguished personnel with proven ability and vision to serve as employees, officers, consultants or members

of the Board or advisory board of our company and our subsidiaries, and to chart our course towards continued growth and financial success.

of Plan-Based Awards

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(Independent Director)

(Ceased to be Independent Director since Apr.

Li Weilin has entered into an independent director agreement with the company, pursuant to which Mr.

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cash compensation of $15,000 payable quarterly in advance on the first business day of each calendar quarter.

Yu Jiaxin has entered into an independent director agreement with the company, pursuant to which Ms.

Yu will receive annual cash compensation

of $15,000 payable quarterly in advance on the first business day of each calendar quarter.

She resigned to ceased to be independent

director since April 26, 2024.

Retirement or Similar Benefit Plans

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth, as of July 14, 2024, certain information concerning the beneficial ownership of our common stock by (i) each

following table sets forth, as of June 29, 2025, certain information concerning the beneficial ownership of our Common Stock by (i) each

stockholder known by us to own beneficially five percent or more of our outstanding Common Stock or series a common stock;

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55 Post Rd West, 2nd Floor, Westport, CT 06880.

Based solely on the ownership disclosed in the holder’s Schedule 13G/A, filed with the SEC on February 13,

Certain Relationships, Related Transactions and Director Independence

the year ended March 31, 2024, we have related party transactions as set forth below:

of Related Parties

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legal representative of XKJ

legal representative of YBY

legal representative of YBY, ceased to be related party at August 31, 2024 when YBY was disposed of.

Company leases Shenzhen XKJ office rent-free from Bihua Yang.

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Company had the following related party balances at the end of the years:

OF AMOUNT DUE FROM RELATED PARTY

Amount due from related party

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Bihua Yang (2)

OF RELATED PARTIES BORROWINGS

Related party borrowings

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Company received financial support from Huang Dewu to fund company’s daily operation.

The decrease mainly due to repayment

During year ended March 31, 2024, the Company received approximately $0.9 million and repaid $1.35 million of debts

due to Huang Dewu.

borrowing balances of related party are unsecured, non-interest bearing and repayable on demand.

Board has determined that each of Li Weilin, Alex P.

Hamilton and Xiao Jiangping (Gary) satisfies the definition of “independent

director” in accordance with Rule 5605(a)(2) of the Marketplace Rules of The Nasdaq Stock Market, Inc.

and Section 10(A)(m)(3)

of the Securities Exchange Act of 1934, as amended.

The decrease is because YBY was disposed

of in August 2024.

borrowing balances of related parties are unsecured, non-interest bearing and repayable on demand.

Principal Accountant Fees and Services

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$120,000 for both years ended March 31, 2025 and 2024.

For the year ended March 31, 2023, the Company also paid audit fees of $35,000

and other fees of $3,500 in connection with services rendered by BF Borgers CPA PC.

Board pre-approves all services provided by our independent auditors.

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Form of Placement Agency Agreement dated January 4, 2023

Form of Private Placement Agreement dated April 29, 2024

Form of Securities Purchase Agreement dated January 8, 2025

2024 Equity Incentive Plan

Code of Ethics

Insider Trading Policy

Subsidiaries of the Registrant.

Consent of Hiways Law Firm (Shenzhen)

Consent of independent registered public - Pan-China Singapore PAC

Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

Policy Relating to Recovery of Erroneously Awarded Compensation

Relating to Recovery of Erroneously Awarded Compensation

Instance Document +

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on its behalf by the undersigned hereunto duly authorized.

July 15 , 2024

June 30, 2025

Chief Executive Officer, Secretary and Director

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Jiangping (Gary)

Attorney-in-Fact

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures