What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-03-31 compared with 2025-04-11 · 75 added, 73 removed, 67 unchanged (69% of the section changed)

2 unchanged sentences

We are headquartered in Flushing, New York.

a series of acquisitions and dispositions in 2024 and 2023, our primary business, which is carried out by Shandong Yunchu, Jingshan Sanhe,

Xianning Bozhuang and Fast Approach Inc, is:

To import and distributes animal proteins, mainly beef products;

To sell high-grade synthetic fuel products;

To sell black tea product cultivation, packaging, and sales;

a series of acquisitions and dispositions in 2025 and 2024, our primary business, which is carried out by Jingshan Sanhe, Xianning Bozhuang

and Fast Approach Inc, includes the following operations:

Manufacture and distribution of methanol fuel additives,

alcohol based fuel, and diesel fuel;

Manufacture and distribute black tea and green tea products;

Online advertising services.

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Interest expense

Other income (expense)

Share of losses from equity method investments

Loss on disposal of equity investments

Loss before tax

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Loss from continuing operations

Net income (loss) from discontinuing operations

Net loss from discontinuing operations

Net Revenues .

Our net revenues for the fiscal

year ending on December 31, 2024 amounted to $6.73 million, reflecting a decline of approximately $10.93 million or 62% compared to the

previous year’s figure of $17.66 million (ending on December 31, 2023).

In the previous fiscal year, 50% of our total revenue was

generated from the sale of a diverse range of food products to restaurants.

However, this segment has been significantly impacted by the

adverse effects of COVID-19, leading to a decline in sales from $14.32 million in 2023 to $2.04 million in 2024.

net revenues for the fiscal year ending on December 31, 2025 amounted to $3.04 million, reflecting a decline of approximately $1.65 million

or 35% compared to the previous year’s figure of $4.69 million (ending on December 31, 2024).

The decrease in revenue can be attributed

to the stagnant sales of diesel, which decreased from $4.10 million to $2.79 million during the current period, and a decline in advertising

service revenue from $0.41 million to $644.

Cost of Revenues .

During the year ended December 31, 2024, we experienced a decrease in cost of revenue of $10.11 million or 63%, in comparison to the

year ended December 31, 2023, from approximately $16.08 million to $5.97 million.

This change was mainly due to a decrease in sales of

revenue, as discussed above.

the year ended December 31, 2025, we experienced a decrease in cost of revenue of $1.20 million or 29%, in comparison to the year ended

December 31, 2024, from approximately $4.14 million to $2.94 million.

This change was mainly due to a decrease in cost of revenue from

sales of diesel products.

Gross Profit .

profit declined by $0.82 million, representing a decrease of 52% to $0.76 million for the fiscal year ended December 31, 2024 compared

to $1.58 million for the fiscal year ended December 31, 2023.

This decline can be primarily attributed to the decrease in sales revenue,

and partially offset by a slight decrease in the average combined cost per unit of our products.

The gross profit margin increased from

9.0% in 2023 to 11.3% in 2024, representing an increase of 2.3%, primarily attributed to change in product mix.

Our gross profit declined

by $0.45 million, representing a decrease of 82% to $0.10 million for the fiscal year ended December 31, 2025 compared to $0.56 million

for the fiscal year ended December 31, 2024.

The decrease in gross profit was attributed to a decrease in revenue, as discussed above.

Operating Expenses

Selling and Marketing Expenses.

and marketing expenses decreased by $0.05 million, or 57%, to $0.04 million for the year ended December 31, 2024 from $0.09 million for

the year ended December 31, 2023, mainly due to the decrease in transportation and storage cost, as well as decline in the sales staff

and marketing expenses increased by $0.02 million, or 113%, to $0.03 million for the year ended December 31, 2025 from $0.02 million for

the year ended December 31, 2024.

This increase was mainly due to the increase in shipping and delivery expenses and business travel and

meals expense.

General and Administrative

Our general and administrative expenses for the year ended December 31, 2024 decreased by $0.67 million, to $7.33 million

compared to the previous year’s $8.00 million, mainly due to loss in the amount of $1.97 million recognized for obsolete tea products

during the year ended December 31, 2023, and partially offset by increase in allowance for doubtful accounts and impairment of long-term

investments during the year ended December 31, 2024.

Our net loss decreased by

Our general and administrative expenses for the year ended December 31, 2025 increased by $14.58 million, to $17.64 million

compared to the previous year’s $3.06 million, This increase was mainly due to the Company’s issuance of 6,950,000 shares

of common stock under the 2025 Plan for a fair value of $14.43 million.

Our net loss increased by

$19.65 million, or 268%, to a net loss of $26.98 million for the year ended December 31, 2025 from $7.33 million in net loss for the year

ended December 31, 2024.

This decrease was mainly due to the decrease in loss on the disposal of certain subsidiaries.

This decrease was primarily attributed to the increase in general and administrative expenses and the increase

of net loss from discontinuing operations.

Liquidity and Capital Resources

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been cash generated from operations and proceeds from bank loans.

As of December 31, 2024, we had cash and restricted cash of $195,153

compared to $237,214 as of December 31, 2023.

The debt to assets ratio was 54.0% and 54.4% as of December 31, 2024 and December 31, 2023,

respectively.

We expect to continue to finance our operations and working capital needs in 2024 from cash generated from operations and,

if needed, private financings.

Suppose available liquidity is insufficient to meet our operating and loan obligations as they come due.

In that case, our plans include pursuing alternative financing arrangements or reducing expenditures as necessary to meet our cash requirements.

However, there is no assurance that we will raise additional capital or reduce discretionary spending to provide liquidity if needed.

As of December 31, 2025, we

had cash and restricted cash of $118,956 compared to $180,335 as of December 31, 2024.

The debt to assets ratio was 121.3% and 54.0% as

of December 31, 2025 and December 31, 2024, respectively.

We expect to finance our operations and working capital needs in 2026 from cash

generated from operations and, if needed, private financing.

Suppose available liquidity is insufficient to meet our operating and loan

obligations as they come due.

In that case, our plans include pursuing alternative financing arrangements or reducing expenditures as

necessary to meet our cash requirements.

However, there is no assurance that we will raise additional capital or reduce discretionary

spending to provide liquidity if needed.

We cannot be sure of the availability or terms of any alternative financing arrangements.

5 unchanged sentences

As of December 31, 2025, the Company had an

accumulated deficit of $148,053,653, a working capital deficit of $6,120,752, its net cash provided by operating activities from continuing

accumulated deficit of $175,029,363, a working capital deficit of $7,070,747, its net cash used in operating activities from continuing

operations for the year ended December 31, 2025 was $1,786,297.

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(In thousands of U.S.

Net cash flows provided by (used in) operating activities

Net cash flows (used in) provided by operating activities

Net cash flows (used in) provided by investing activities

Net cash flows (used in) provided by financing activities

Net cash flows provided by (used in) financing activities

Operating Activities

Net cash provided by operating

activities was $0.93 million during the year ended December 31, 2024, compared to $5.28 million used in operating activities during the

year ended December 31, 2023.

This change was primarily due to the decrease in net loss excluding non-cash expenses, gains and losses

of $1.41 million, changes in net operating assets and liabilities of $5.23 million, and partially offset by a decrease in net cash provided

by operating activities from discontinued operations of $0.43 million.

Net cash used in

operating activities was $1.79 million during the year ended December 31, 2025, compared to $0.81 million provided by operating

activities during the year ended December 31, 2024.

This change was primarily due to the increase in net loss from continuing

operations of $15.22 million, less increase in adjustments to reconcile net loss of $14.66 million and changes in net cash used in

operating activities from discontinued operations of $0.43 million, plus changes in net operating assets and liabilities of $2.47

Investing Activities

Net cash used in investing

activities for the year ended December 31, 2024 was $5,421, compared to $2.47 million provided by investing activities for the same period

This change is primarily due to a reduction in proceeds from disposal of equity method investments of $2.77 million compared

to the year ended December 31, 2023.

Net cash used in investing activities for the year

ended December 31, 2025 was $4,334, compared to $190 provided by investing activities for the same period in 2024, which was primarily

cash used for purchase of equipment, and cash received from disposal of equipment.

Financing Activities

The net cash used in

financing activities was $0.97 million during the year ended December 31, 2024, compared to net cash provided by financing

activities of $2.89 million for the same period in 2023.

This change can be attributed to a rise in loan to related parties, and

partially offset by an increase in bank loans.

Critical Accounting Policies

The net cash provided by financing activities was $1.74 million during

the year ended December 31, 2025, compared to net cash used in financing activities of $0.84 million for the same period in 2024.

change can be attributed to a rise in proceeds from bank loans.

Critical Accounting Estimates and Policies

The preparation of financial statements in conformity

1 unchanged sentence

that affect the amounts reported in the financial statements, including the notes to that, and related disclosures of commitments contingencies,

We consider our critical accounting policies to

require the more significant judgments and estimates in preparing financial statements, including those outlined in Note 2 to the financial

statements included herein.

The Company has evaluated the timing and the impact

of the guidance above on the financial statements.

As of December 31, 2024, there were no other recently

issued accounting standards not yet adopted that would or could have a material effect on the Company’s consolidated financial statements.

Impairment of Long-lived Assets

We review long-lived

assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not

be recoverable.

This evaluation requires significant judgment, including the identification of the relevant asset group, the assessment

of impairment indicators, and the determination of fair value when impairment is recognized.

In estimating fair value, we consider factors

such as the expected future utilization of production lines and equipment, market conditions, replacement cost, physical deterioration,

and functional and economic obsolescence.

As of December 31, 2025, our plant and equipment, net was approximately $4.7 million, and we

recognized an impairment charge of approximately $130,000 during the year ended December 31, 2025.

Accordingly, changes in our assumptions,

including whether suspended or underutilized production assets are expected to return to service and the extent of future utilization,

could materially affect the amount of any future impairment charges.

Off-Balance Sheet Arrangements

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FINANCIAL STATEMENTS AND SUPPLEMENTARY FINANCIAL DATA

The full text of our audited consolidated financial

statements as of December 31, 2024, begins on page F-1 of this annual report on Form 10-K.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE.

The full text of our audited

consolidated financial statements as of December 31, 2025, begins on page F-1 of this annual report on Form 10-K.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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