What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-05-08 compared with 2025-07-03 · 35 added, 22 removed, 169 unchanged (25% of the section changed)

53 unchanged sentences

fields such as pre-packaged food, agricultural and by-products, and household goods.

April 2025, the Company changed its business model.

Rongcheng relinquished its 55% ownership in Xuchang and received its original investment

back, but will still fund the opening of stores operated by Xuchang.

In the future, the investment funds for stores will be recovered

as loans from the stores’ profits.

As a result, Xuchang was deconsolidated from the Company’s consolidated financial statements

starting in the second quarter of 2025 and Xuchang’s operating results prior to the deconsolidation was accounted for as discontinued

have not yet generated sustained profits from our prior operations.

Our independent accountants have expressed a “going concern”

As of December 31, 2024, we had an accumulated deficit of $97,784,280 and a net working capital deficit of $243,326.

As of December 31, 2025, we had an accumulated deficit of $97,652,645 and a negative working capital of $11,622.

our current burn rate is nominal, it is expected that our costs of operations will continue to exceed revenues, primarily due to the

51 unchanged sentences

of Operations for the Year Ended December 31, 2025 compared to the Year Ended December 31, 2024

was $245,572 in 2024 compared to Nil in 2023.

The increase in revenue was mainly due to the consolidation of the Chinese VIEs under common

control which started generating revenue in the second quarter of 2024.

of goods sold was $152,675 in 2024 compared to Nil in 2023 due to no revenue in the same period last year as explained above.

was $837,753 in 2025 compared to $245,572 in 2024.

The increase in revenue was mainly due to the consolidation of the Chinese VIEs under

common control which started generating revenue in the second quarter of 2024 and has been ramping up the operations to generate more

of goods sold was $298,108 in 2025 compared to $152,675 in 2024 due to the increase in revenue.

expenses were $363,167 and $189,198 for 2025 and 2024, respectively, an increase of $173,969 or 92.0%.

The increase was mainly due to

the increase in general and administrative expenses, partly offset by the slight decrease in professional fees.

The increase in general

and administrative expenses in 2024 was mainly due to the increase in rent expense, personnel expense, and office expense.

the year ended December 31, 2024, the Company incurred a net loss of $96,437, compared to a net loss of $154,464 during the year ended

December 31, 2023, a decrease of $58,027 or 37.6%.

The decrease in net loss in 2024 was primarily due to the increase in gross profit

as a result of the Chinese VIEs starting to generate revenue, partly offset by the increase in operating expenses.

the increase in general and administrative expenses, selling and marketing expenses, and professional fees.

The increase in general and

administrative expenses in 2025 was mainly due to the increase in personnel expense, license and regulatory fee, and office expense,

partly offset by the decrease in travel, rent, and auto expenses.

the year ended December 31, 2025, the Company had a net income of $157,944, compared to a net loss of $96,437 during the year ended December

31, 2024, an increase of $254,381.

The increase in net income in 2025 was primarily due to the increase in gross profit as a result of

the Chinese VIEs ramping up the operations to generate more revenues,, partly offset by higher operating expenses and the loss from discontinued

and Capital Resources

27 unchanged sentences

the year ended December 31, 2025, net cash used in operating activities was $28,440.

This was primarily due to the net loss of $96,437,

adjusted by non-cash related expenses including depreciation of $1,356, and then increased by favorable changes in working capital of

The favorable changes in working capital mainly resulted from an increase in accounts payable and accrued liabilities of $36,418,

an increase in tax payable of $4,281, and an increase in due to related party of $37,609, offset by an increase in accounts receivable

of $11,540, an increase in inventory of $44,378, and an increase in prepaid expense and other receivables of $16,891..

This was primarily due to the net income of $163,783,

adjusted by non-cash related expenses including depreciation of $1,614, and then decreased by unfavorable changes in working capital

The unfavorable changes in working capital mainly resulted from an increase in accounts receivable of $372,088, an increase

in prepaid expense and other receivables of $93,555, and an increase in inventory of $2,093, offset by an increase in accounts payable

and accrued liabilities of $69,726, an increase in deferred revenue of $117,389, an increase in due to related party of $86,243 and an

increase in tax payable of $8,425.

the year ended December 31, 2024, net cash used in operating activities was $89,582.

1 unchanged sentence

adjusted by non-cash related expenses including depreciation of $1,356, and then increase by favorable changes in working capital of

The favorable changes in working capital mainly resulted from an increase in due to related party of $40,484.

neither generated nor used cash in investing activities during the year ended December 31, 2024 and 2023.

The favorable changes in working capital mainly resulted from an increase in accounts payable and accrued liabilities of $36,418,

an increase in tax payable of $4,281, and an increase in due to related party of $37,609, offset by an increase in accounts receivable

of $11,540, an increase in inventory of $44,378, and an increase in prepaid expense and other receivable of $16,891.

the year ended December 31, 2025, net cash used in investing activities was payment for deferred renovation of $12,519, and software

development cost of $9,236.

neither generated nor used cash in investing activities during the year ended December 31, 2024.

the year ended December 31, 2025 and 2024, net cash provided by financing activities were proceeds from capital contribution received

2 unchanged sentences

As shown in the accompanying

financial statements, we have incurred net losses of $96,437 and $154,464 for the year ended December 31, 2024 and 2023, respectively,

and have a working capital deficit of $243,326 as of December 31, 2024, in addition to a stockholders’ deficit of $168,802 which

raise substantial doubt about the Company’s ability to continue as a going concern.

financial statements, we have a net income of $157,944 for the year ended December 31, 2025 and incurred net losses of $96,437 for the

year ended December 31, 2024, respectively, and have a working capital deficit of $11,622 as of December 31, 2025, which raise substantial

doubt about the Company’s ability to continue as a going concern.

believes the Company will continue to incur losses and negative cash flows from operating activities for the foreseeable future and will

21 unchanged sentences

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 7. Management’s Discussion and Analysis