Planet Green (PLAG) - 2025 Q2 - Quarterly Report

Preliminary Information This section provides essential filing details, cautions regarding forward-looking statements, and defines key terms used throughout the report Form 10-Q Filing Details This section details the filing as a quarterly report for the period ended June 30, 2025, for PLANET GREEN HOLDINGS CORP. (PLAG), a Nevada corporation - Filing is a Quarterly Report on Form 10-Q for the period ended June 30, 2025[2] Registrant Status | Status | Indication | | :---------------------- | :--------- | | Well-known seasoned issuer | No | | Not required to file reports | No | | Filed all required reports | Yes | | Submitted Interactive Data File | Yes | | Large accelerated filer | No | | Accelerated filer | No | | Non-accelerated filer | Yes | | Smaller reporting company | Yes | | Emerging growth company | No | - Number of outstanding common shares as of August 14, 2025, was 7,282,714[5] Caution Regarding Forward-Looking Statements This section warns readers that the report contains forward-looking statements subject to known and unknown risks and uncertainties, which could cause actual results to differ materially - Report contains forward-looking statements that involve known and unknown risks and uncertainties[8] - Actual results may differ materially from expectations, and the company assumes no obligation to update these statements publicly, except as required by law[8][9][10] Use of Certain Defined Terms This section provides definitions for key entities and terms used throughout the report, including various subsidiaries, geographical references, and currencies - "We," "us," "our," and the "Company" refer to Planet Green Holdings Corp., a Nevada corporation, and its wholly-owned subsidiaries and VIE[14] - Key subsidiaries and entities defined include Allinyson, Anhui Ansheng, Bless Chemical, Fast Approach, Hubei Bulaisi, Jiayi Technologies, Jilin Chuangyuan, Jingshan Sanhe, Promising Prospect, Promising Prospect BVI, Shanghai Shuning, Shandong Yunchu, Xianning Bozhuang, and Shine Chemical[14] PART I - FINANCIAL INFORMATION Part I presents the company's unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures ITEM 1. FINANCIAL STATEMENTS This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with detailed notes Condensed Consolidated Balance Sheets The balance sheet shows an increase in total assets and total liabilities from December 31, 2024, to June 30, 2025, with a corresponding decrease in total stockholders' equity Condensed Consolidated Balance Sheets (Selected Data) | Item | June 30, 2025 (Unaudited) | December 31, 2024 | Change ($) | Change (%) | | :-------------------------------- | :------------------------ | :---------------- | :--------- | :--------- | | Total Assets | $28,143,229 | $25,416,978 | $2,726,251 | 10.7% | | Total Current Assets | $10,165,641 | $7,191,366 | $2,974,275 | 41.4% | | Cash | $455,798 | $193,911 | $261,887 | 135.1% | | Advances to suppliers, net | $1,712,827 | $849,535 | $863,292 | 101.6% | | Other receivables-related parties | $3,167,373 | $1,916,298 | $1,251,075 | 65.3% | | Total Liabilities | $18,073,187 | $13,723,116 | $4,350,071 | 31.7% | | Total Current Liabilities | $17,654,403 | $13,312,118 | $4,342,285 | 32.6% | | Loans-current | $4,584,455 | $1,641,503 | $2,942,952 | 179.3% | | Other payables-related parties | $5,231,982 | $4,340,742 | $891,240 | 20.5% | | Total Stockholders' Equity | $10,070,042 | $11,693,862 | $(1,623,820) | (13.9%) | Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss For the three months ended June 30, 2025, net loss significantly improved to $(773,581), and for the six months, it decreased to $(1,570,483) Statements of Operations (Three Months Ended June 30) | Item | 2025 | 2024 | Change ($) | Change (%) | | :------------------------------------ | :--------- | :--------- | :--------- | :--------- | | Net revenues | $906,996 | $904,132 | $2,864 | 0.3% | | Cost of revenues | $898,438 | $938,558 | $(40,120) | (4.3%) | | Gross profit (loss) | $8,558 | $(34,426) | $42,984 | 124.9% | | Total operating expenses | $696,824 | $915,035 | $(218,211) | (23.8%) | | Operating loss | $(688,266) | $(949,461) | $261,195 | (27.5%) | | Net loss | $(773,581) | $(1,720,594) | $947,013 | (55.0%) | | Loss from continuing operations (EPS) | $(0.10) | $(0.13) | $0.03 | (23.1%) | | Loss from discontinuing operations (EPS) | $(0.01) | $(0.11) | $0.10 | (90.9%) | Statements of Operations (Six Months Ended June 30) | Item | 2025 | 2024 | Change ($) | Change (%) | | :------------------------------------ | :--------- | :--------- | :--------- | :--------- | | Net revenues | $1,747,329 | $2,408,259 | $(660,930) | (27.4%) | | Cost of revenues | $1,683,918 | $2,089,772 | $(405,854) | (19.4%) | | Gross profit | $63,411 | $318,487 | $(255,076) | (80.1%) | | Total operating expenses | $1,468,505 | $1,849,603 | $(381,098) | (20.6%) | | Operating loss | $(1,405,094) | $(1,531,116) | $126,022 | (8.2%) | | Net loss | $(1,570,483) | $(2,801,498) | $1,231,015 | (43.9%) | | Loss from continuing operations (EPS) | $(0.20) | $(0.21) | $0.01 | (4.8%) | | Loss from discontinuing operations (EPS) | $(0.01) | $(0.18) | $0.17 | (94.4%) | Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity Total stockholders' equity decreased from $11,693,862 to $10,070,042 due to net loss and negative foreign currency translation adjustments Changes in Stockholders' Equity (Six Months Ended June 30) | Item | January 1, 2025 | June 30, 2025 | Change ($) | | :-------------------------------- | :-------------- | :------------ | :--------- | | Total Stockholders' Equity | $11,693,862 | $10,070,042 | $(1,623,820) | | Net loss | - | $(1,570,483) | $(1,570,483) | | Foreign currency translation adjustment | - | $(53,337) | $(53,337) | Unaudited Condensed Consolidated Statements of Cash Flows Net cash used in operating activities significantly increased to $(2.03) million, while financing activities provided $2.50 million, leading to an increase in cash and restricted cash Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30) | Cash Flow Activity | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :------------------------------------------ | :--------- | :--------- | :--------- | :--------- | | Net cash used in operating activities | $(2,026,665) | $(513,195) | $(1,513,470) | 295.0% | | Net cash used in investing activities | $(2,463) | $(6,116) | $3,653 | (59.7%) | | Net cash provided by financing activities | $2,502,213 | $773,258 | $1,728,955 | 223.6% | | Net increase in cash and restricted cash | $473,085 | $253,947 | $219,138 | 86.3% | | Cash and restricted cash at end of year | $456,100 | $540,433 | $(84,333) | (15.6%) | Notes to Unaudited Condensed Consolidated Financial Statements This section provides detailed disclosures on the company's organizational structure, accounting policies, and specific financial accounts, including going concern status 1. Organization and Principal Activities Planet Green Holdings Corp. is a Nevada holding company operating through subsidiaries in China, with recent acquisitions, dispositions, and a terminated VIE agreement, raising going concern doubts - Planet Green Holdings Corp. is a Nevada holding company with subsidiaries in China[22] - Key organizational changes include the acquisition of Shine Chemical Co., Ltd. and its subsidiaries in August 2021, and the disposal of Anhui Ansheng Petrochemical Equipment Co., Ltd. in December 2022[28][29] - The VIE agreement with Jilin Chuangyuan Chemical Co., Ltd. was terminated on December 11, 2024, resulting in a gain from disposal of $239,292[35] - The Board resolved to discontinue the operation of Shandong Yunchu on April 30, 2025[31][162] - The company considers itself to be operating within one reportable segment[36] - The company has incurred a net loss from continuing operations of $1,467,218 for the six months ended June 30, 2025, an accumulated deficit of $149,624,136, and a working capital deficit of $7,488,762, raising substantial doubt about its ability to continue as a going concern[37][38] 2. Summary of Significant Accounting Policies This section outlines the accounting principles used, including GAAP basis, consolidation, foreign currency translation, revenue recognition, and recent accounting pronouncements - Financial statements are prepared in accordance with U.S. GAAP, using the accrual method[39] - The company consolidates its wholly-owned subsidiaries and VIEs, eliminating significant inter-company balances and transactions[40] - The functional currency of the Company is the Renminbi (RMB), with assets and liabilities translated at year-end rates and revenues/expenses at average rates[55] - Revenue is recognized when control of promised goods or services is transferred to customers, applying a five-step model[57][58][65] - Recent FASB ASUs (2024-04, 2025-01, 2025-03, 2025-04) are being evaluated for their impact on consolidated financial statements, with effective dates ranging from December 2025 to December 2026[75][76][77][78] 3. Trade Accounts Receivable, Net Trade accounts receivable, net of allowance for credit losses, increased to $122,136 as of June 30, 2025, from $56,281 as of December 31, 2024 Trade Accounts Receivable, Net | Item | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------- | :------------------------ | :---------------- | | Trade accounts receivable | $1,026,320 | $929,401 | | Less: Allowance for credit losses | $(904,184) | $(873,120) | | Total | $122,136 | $56,281 | - Additions to allowance for credit losses were $(31,064) for the six months ended June 30, 2025[80] 4. Advances to Suppliers, Net Advances to suppliers, net of allowance for credit losses, significantly increased to $1,712,827 as of June 30, 2025, from $849,535 as of December 31, 2024 Advances to Suppliers, Net | Item | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------- | :------------------------ | :---------------- | | Payment to suppliers and vendors | $1,715,301 | $851,963 | | Allowance for credit losses | $(2,474) | $(2,428) | | Total | $1,712,827 | $849,535 | 5. Inventories, Net Net inventories increased to $1,153,668 as of June 30, 2025, from $851,739, primarily driven by increases in finished goods and work in progress Inventories, Net | Item | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------- | :------------------------ | :---------------- | | Raw materials | $1,091,152 | $1,067,015 | | Work in progress | $1,316,980 | $1,292,674 | | Finished goods | $715,940 | $425,822 | | Allowance for inventory reserve | $(1,970,404) | $(1,933,772) | | Total | $1,153,668 | $851,739 | 6. Plant and Equipment, Net Net plant and equipment decreased to $10,808,744 as of June 30, 2025, from $11,036,281, mainly due to accumulated depreciation exceeding new additions Plant and Equipment, Net | Item | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------- | :------------------------ | :---------------- | | At Cost | $16,056,752 | $15,755,336 | | Less: Accumulated depreciation | $(5,248,008) | $(4,719,055) | | Net Plant and Equipment | $10,808,744 | $11,036,281 | | Construction in progress | $23,340 | $22,906 | - Depreciation expense for the six months ended June 30, 2025, was $433,880, a decrease from $454,864 in the prior year[83] 7. Intangible Assets Net intangible assets decreased to $767,413 as of June 30, 2025, from $819,072, primarily due to accumulated amortization Intangible Assets, Net | Item | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------- | :------------------------ | :---------------- | | At Cost | $1,667,513 | $1,634,707 | | Less: Accumulated amortization | $(900,100) | $(815,635) | | Total | $767,413 | $819,072 | - Amortization expense for the six months ended June 30, 2025, was $66,350, slightly lower than $66,875 in the prior year[84] 8. Long-term Investment The long-term investment balance increased slightly to $1,653,392 as of June 30, 2025, from $1,622,654, with no impairment loss recognized Long-term Investment Balance | Date | Balance | | :---------------- | :---------- | | June 30, 2025 | $1,653,392 | | December 31, 2024 | $1,622,654 | - No impairment loss was recognized for long-term investments for the six months ended June 30, 2025 and 2024[86] 9. Other payables and accrued liabilities Other payables and accrued liabilities increased to $2,923,452 as of June 30, 2025, from $2,535,695 as of December 31, 2024 Other Payables and Accrued Liabilities | Date | Balance | | :---------------- | :---------- | | June 30, 2025 | $2,923,452 | | December 31, 2024 | $2,535,695 | 10. Advance From Customer Advance from customers decreased to $271,173 as of June 30, 2025, from $368,232, as performance obligations are typically satisfied in the subsequent period Advance From Customer Balance | Date | Balance | | :---------------- | :---------- | | June 30, 2025 | $271,173 | | December 31, 2024 | $368,232 | 11. Related Parties Transaction Amounts due from related parties significantly increased to $3,167,373, and amounts due to related parties also increased to $5,231,982, mainly for working capital Amounts Due From Related Parties | Related Party | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------- | :------------------------ | :---------------- | | Ms. Haiyan Xiong | $3,112,123 | $1,866,790 | | Mr. Jun Lu | $22,667 | $20,875 | | Mr. Bin Zhang | $18,619 | $18,273 | | Mr. Yong Yang | $13,964 | $10,360 | | Total | $3,167,373 | $1,916,298 | - Receivables from Ms. Haiyan Xiong mainly include advances for procurement of raw material and carriage, which are unsecured, non-interest bearing, and due on demand[89] Amounts Due To Related Parties | Related Party | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------- | :------------------------ | :---------------- | | Mr. Bin Zhou (CEO) | $1,467,000 | $1,237,800 | | Ms. Luojie Pu (Independent director) | $852,030 | $836,190 | | Hubei Shuang New Energy Technology Co., Ltd. | $937,119 | $438,894 | | Shandong Ningwei New Energy Technology Co., Ltd. | $1,479,144 | $1,451,646 | | Xianning Xiangtian Energy Co., Ltd. | $69,797 | $68,500 | | Ms. Huiying Jin | $297,330 | $291,803 | | Ms. Zhenni Xiong | $113,072 | $0 | | Ms. Ye Zhang | $16,490 | $15,909 | | Total | $5,231,982 | $4,340,742 | - Balances due to related parties were advanced for working capital, are non-interest bearing, and unsecured[90][91] 12. Goodwill The carrying amount of goodwill remained unchanged at $4,724,699 as of June 30, 2025, with no impairment identified in the annual test Goodwill Carrying Amount | Date | Balance | | :---------------- | :---------- | | June 30, 2025 | $4,724,699 | | December 31, 2024 | $4,724,699 | - No goodwill impairment was identified in the annual test as of June 30, 2025[92] 13. Bank Loans Total bank loans significantly increased to $5,003,239 as of June 30, 2025, with new loans obtained for working capital, and interest expense more than doubled Outstanding Bank Loans | Lender | Maturities | Interest Rate | June 30, 2025 ($) | December 31, 2024 ($) | | :------------------------------------------ | :---------------- | :------------ | :------------------ | :-------------------- | | Jingshan City branch of Postal Saving Bank of China | Jan 2025 | 3.85% | $0 | $1,367,283 | | Jingshan City branch of Postal Saving Bank of China | Dec 2025 | 4.5% | $501,145 | $0 | | Jingshan City branch of Postal Saving Bank of China | Jan 2026 | 3.63% | $892,987 | $0 | | Jingshan City branch of Agricultural Bank of China | Mar 2026 | 3.3% | $1,109,777 | $0 | | Hubei Jingshan Rural Commercial Bank Co. Ltd. | Mar 2026 | 3.2% | $684,014 | $0 | | Jingmen Branch of Bank of China | Jun 2026 | 1% | $1,116,757 | $0 | | Hubei Jingshan Rural Commercial Bank Co. Ltd. | Jun 2026 | 4.0% | $418,784 | $410,998 | | Hubei Jingshan Rural Commercial Bank Co. Ltd. | Aug 2027 | 4.58% | $279,189 | $273,999 | | Bank overdraft | - | - | $586 | $221 | | Total | | | $5,003,239 | $2,052,501 | - Interest expense for the six months ended June 30, 2025, was $59,676, a 125.8% increase from $26,432 in the same period of 2024[98] 14. Equity The number of common stock shares remained unchanged at 7,282,714 as of June 30, 2025, following a 1-for-10 reverse stock split on May 31, 2024 - A 1-for-10 reverse stock split was effective on May 31, 2024[99] - The number of common stock shares outstanding was 7,282,714 as of June 30, 2025, with no new issuances[100] 15. Loss Per Share Basic and diluted loss per share from continuing operations for the six months ended June 30, 2025, was $(0.20), an improvement from $(0.21) in the prior year Loss Per Share (Six Months Ended June 30) | Item | 2025 | 2024 | Change | | :------------------------------------------ | :--------- | :--------- | :------- | | Loss from operations attributable to common stockholders | $(1,570,483) | $(2,801,498) | $1,231,015 | | Loss per share from continuing operations - Basic and diluted | $(0.20) | $(0.21) | $0.01 | | Income (loss) per share from discontinuing operations-Basic and diluted | $(0.01) | $(0.18) | $0.17 | | Basic and diluted weighted average shares outstanding | 7,282,714 | 7,282,714 | 0 | 16. Concentrations The company experienced a significant shift in customer and supplier concentration, with new top customers and suppliers emerging in 2025 compared to 2024 Customer Concentrations (Six Months Ended June 30) | Customer | 2025 Amount | 2025 % | 2024 Amount | 2024 % | | :--------- | :---------- | :----- | :---------- | :----- | | A | $0 | 0% | $1,054,847 | 31% | | B | $0 | 0% | $656,699 | 20% | | C | $0 | 0% | $376,997 | 11% | | D | $274,561 | 16% | $0 | 0% | | E | $261,662 | 15% | $0 | 0% | | F | $220,928 | 13% | $0 | 0% | Supplier Concentrations (Six Months Ended June 30) | Supplier | 2025 Amount | 2025 % | 2024 Amount | 2024 % | | :--------- | :---------- | :----- | :---------- | :----- | | A | $0 | 0% | $912,116 | 27% | | B | $0 | 0% | $825,925 | 24% | | C | $0 | 0% | $572,169 | 17% | | D | $0 | 0% | $366,357 | 11% | | E | $590,232 | 30% | $0 | 0% | | F | $351,772 | 18% | $0 | 0% | | G | $341,469 | 17% | $0 | 0% | | H | $231,110 | 12% | $0 | 0% | 17. Risks The company faces credit risk from bank deposits, interest rate risk from loan refinancing, and economic and political risks associated with operations in the PRC - Credit risk is minimal from customer accounts receivable due to short age of balances[107] - Interest rate risk exists when short-term and long-term loans require refinancing[107] - Operations in the PRC expose the company to economic and political risks[107] 18. Contingencies The company accrues for legal proceedings when a loss is probable and estimable, with management not expecting a material adverse impact from current claims - Accruals for legal proceedings are made when liability is probable and estimable[108] - Management does not expect current claims and litigation to have a material adverse impact on the company's financial position, results of operations, and cash flows[109] 19. Subsequent Events The company has assessed all subsequent events through the financial statement issuance date and identified no material events requiring disclosure - No material subsequent events requiring disclosure were identified through the financial statement issuance date[110] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's perspective on the company's financial condition and results of operations, covering revenue, expenses, net loss, liquidity, capital resources, and accounting policies Business Overview Planet Green Holdings Corp. operates through subsidiaries in China, engaging in animal protein distribution, synthetic fuel sales, black tea cultivation, and online advertising services - Primary business activities include importing and distributing animal proteins, selling high-grade synthetic fuel products, black tea product cultivation and sales, and online advertising services[111][113] Results of Operations The company's results show mixed performance, with improved net loss for both three and six months ended June 30, 2025, despite revenue declines in the six-month period Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024 Net revenues slightly increased by 0.3% to $0.907 million, gross profit turned positive, and net loss improved by 55% to $(0.77) million due to reduced expenses Key Financials (Three Months Ended June 30) | Item | 2025 (Thousands USD) | 2024 (Thousands USD) | Change ($) | Change (%) | | :------------------------------------ | :------------------- | :------------------- | :--------- | :--------- | | Net revenues | $907 | $904 | $3 | 0% | | Cost of revenues | $898 | $939 | $(41) | (4%) | | Gross profit | $9 | $(35) | $44 | (126%) | | Selling and marketing expenses | $5 | $3 | $2 | 67% | | General and administrative expenses | $673 | $899 | $(226) | (25%) | | Operating loss | $(689) | $(950) | $261 | (27%) | | Net loss | $(774) | $(1,721) | $947 | (55%) | - Increase in revenue attributed to rebounded sales of high-grade synthetic fuel products (from $0.76 million to $0.90 million), offset by a decline in advertising service revenue[112] - Decrease in cost of revenue mainly due to decreased sales of high-grade synthetic fuel products[114] - Net loss decreased primarily due to the decrease of net loss from discontinuing operations and the decrease in general and administrative expenses[118] Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024 Net revenues decreased by 27% to $1.75 million, and gross profit decreased by 80%, but net loss improved by 44% to $(1.57) million due to reduced discontinuing operations loss Key Financials (Six Months Ended June 30) | Item | 2025 (Thousands USD) | 2024 (Thousands USD) | Change ($) | Change (%) | | :------------------------------------ | :------------------- | :------------------- | :--------- | :--------- | | Net revenues | $1,747 | $2,408 | $(661) | (27%) | | Cost of revenues | $1,684 | $2,090 | $(406) | (19%) | | Gross profit | $63 | $318 | $(255) | (80%) | | Selling and marketing expenses | $15 | $6 | $9 | 150% | | General and administrative expenses | $1,417 | $1,814 | $(397) | (22%) | | Operating loss | $(1,405) | $(1,531) | $126 | (8%) | | Net loss | $(1,570) | $(2,801) | $1,231 | (44%) | - Decrease in revenue attributed to stagnant sales of high-grade synthetic fuel products (from $1.88 million to $1.68 million) and a decline in advertising service revenue to nil[120] - Net loss decreased primarily due to the decrease of net loss from discontinuing operations[125] Liquidity and Capital Resources Cash and restricted cash increased to $456,100, but net cash used in operating activities significantly rose, and the company's recurring losses raise going concern doubts Cash and Debt Metrics | Metric | June 30, 2025 | December 31, 2024 | Change | | :-------------------- | :------------ | :---------------- | :----- | | Cash and restricted cash | $456,100 | $195,145 | $260,955 | | Debt to assets ratio | 64.2% | 54.0% | 10.2% pts | Cash Flow Activities (Six Months Ended June 30) | Activity | 2025 (Thousands USD) | 2024 (Thousands USD) | Change ($) | | :------------------------------------------ | :------------------- | :------------------- | :--------- | | Net cash flows (used in) operating activities | $(2,027) | $(513) | $(1,514) | | Net cash flows used in investing activities | $(2) | $(6) | $4 | | Net cash flows provided by financing activities | $2,502 | $773 | $1,729 | - Net cash used in operating activities increased primarily due to changes in net operating assets and liabilities[132] - Net cash provided by financing activities increased due to a rise in proceeds from bank loans and a decrease in loans to related parties[134] - The company's net loss from continuing operations, accumulated deficit, and working capital deficit raise substantial doubt about its ability to continue as a going concern[128][129] Critical Accounting Policies and Estimates This section highlights key accounting policies and estimates requiring significant management judgment, including goodwill impairment, long-lived asset impairment, and commitments and contingencies - Critical accounting policies involve significant judgments and estimates, including goodwill impairment, impairment of long-lived assets, and commitments and contingencies[135] - Goodwill is assessed annually for impairment, with impairment losses recognized if the carrying value exceeds fair value[136] - Long-lived assets are reviewed for impairment when circumstances indicate carrying amounts may not be recoverable, with losses recognized if carrying amount exceeds fair market value[137][138] - Accruals for legal actions are made when losses are probable and estimable, and management does not expect a material adverse impact from current claims[139] Recent Accounting Pronouncements The company is evaluating the impact of several recently issued FASB ASUs on its consolidated financial statements, with effective dates ranging from December 2025 to December 2026 - The company is evaluating the impact of ASU 2024-04 (Debt with Conversion and Other Options), effective for annual periods after December 15, 2025[141] - The company is evaluating the impact of ASU 2025-01 (Expense Disaggregation Disclosures), effective for annual periods after December 15, 2026[142] - The company is evaluating the impact of ASU 2025-03 (Determining the Accounting Acquirer in VIE Acquisitions), effective for annual periods after December 15, 2026[143] - The company is evaluating the impact of ASU 2025-04 (Share-Based Consideration Payable to a Customer), effective for annual periods after December 15, 2026[144] Off-Balance Sheet Arrangements The company reports that it does not have any off-balance sheet arrangements - The company does not have any off-balance sheet arrangements[146] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This item states that there are no applicable quantitative and qualitative disclosures about market risk for the company - Not applicable[147] ITEM 4. CONTROLS AND PROCEDURES The CEO and CFO concluded that disclosure controls and procedures were not effective as of June 30, 2025, though financial statements are believed to be fairly presented - As of June 30, 2025, the CEO and CFO concluded that disclosure controls and procedures were not effective[148] - Management believes the financial statements in this Form 10-Q fairly present the financial position, results of operations, and cash flows[149] - No material changes in internal control over financial reporting occurred during the most recently completed fiscal quarter[151] Evaluation of Disclosure Controls and Procedures The CEO and CFO concluded that disclosure controls and procedures were not effective as of June 30, 2025, necessitating additional analysis for GAAP compliance - CEO and CFO concluded that disclosure controls and procedures were not effective as of June 30, 2025[148] - Additional analysis was performed to ensure financial statements were prepared in accordance with U.S. GAAP[149] Changes in Internal Control Over Financial Reporting There have been no material changes in the company's internal control over financial reporting during the most recently completed fiscal quarter - No material changes in internal control over financial reporting occurred during the most recently completed fiscal quarter[151] PART II - OTHER INFORMATION Part II covers other information not included in the financial statements, such as legal proceedings, risk factors, unregistered sales of equity securities, and exhibits ITEM 1. LEGAL PROCEEDINGS The company is involved in several legal proceedings, including employment contract claims, debt obligations, and unpaid agency import contract amounts, with various subsidiaries facing liability - Daqi Cui, a former employee, filed a complaint for breach of employment contract seeking $609,145.05 in damages; an amended complaint was filed after initial dismissal[153] - China Supply and Marketing Agricultural Products Co., Ltd. sued Shandong Yunchu and Jiayi Technologies for $960,686 in outstanding debt and uncollected goods, with Shandong Yunchu disputing a forged debt transfer agreement[154] - Jianfa Logistics (Fuzhou) Co., Ltd. sued Shandong Yunchu for $385,988 plus penalties, with Xianning Jiayi held jointly liable after its appeal was denied on March 28, 2025[156] - Xianning Bozhuang was ruled to pay $118,823 in outstanding construction project fees plus interest, with the judgment effective May 7, 2024[155] ITEM 1A. RISK FACTORS This section refers to the risk factors detailed in the company's Form S3/A registration statement filed on April 18, 2023, with no material changes reported - Risk factors are detailed in the Company's registration statement on Form S3/A filed on April 18, 2023[157] - No material changes to the disclosed risk factors have occurred as of the date of this Quarterly Report[157] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS This item states that there are no applicable disclosures regarding unregistered sales of equity securities and use of proceeds - Not applicable[158] ITEM 3. DEFAULTS UPON SENIOR SECURITIES This item states that there are no applicable disclosures regarding defaults upon senior securities - Not applicable[159] ITEM 4. MINE SAFETY DISCLOSURES This item states that there are no applicable disclosures regarding mine safety - Not applicable[160] ITEM 5. OTHER INFORMATION The Board resolved to discontinue the operation of Shandong Yunchu on April 30, 2025, for the best interest of the Company - The Board resolved to discontinue the operation of Shandong Yunchu on April 30, 2025[162] ITEM 6. EXHIBITS This section lists the exhibits filed as part of the report, including certifications of principal executive and financial officers, and Inline XBRL documents - Exhibits include certifications of Principal Executive Officer and Principal Financial Officer (31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[164] SIGNATURES The report is signed by Bin Zhou, Chief Executive Officer and Chairman, and Lili Hu, Chief Financial Officer, on August 14, 2025 - Report signed by Bin Zhou (CEO and Chairman) and Lili Hu (CFO) on August 14, 2025[169][170]