CN Healthy Food Tech Group Corp.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
UCFI$5.510.0%Stored close · as of Jul 8, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001213900-26-089578
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001213900-26-116411
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 34 previous paragraphs and 36 current paragraphs.
22 unchanged; 10 reworded; 4 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
On October 13, 2026, the Company filed a Current Report on Form 8-K reporting the Panel result on October 7, 2026. On October 20, 2026, The Nasdaq Stock Market announced that the trading halt in the Company will continue. Nasdaq has requested additional information from the company, and trading will remain halted until the Company has satisfied Nasdaq’s request for information.The company has not identified any other significant subsequent events that require adjustment or disclosure.
Current report
Net revenues for the third quarter and the nine months ended September 30, 2026 declined year over year, primarily due to fewer large-scale conferences and promotional activities in the third quarter. As the Company primarily sells high-end health food products with high unit prices that are significantly influenced by promotional policies, business promotion mainly relies on dealer conferences and related promotional policies. Such policies and plans are generally launched only at large-scale dealer conferences. Consequently, fewer large-scale conferences and promotional activities in the third quarter reduced the products’ price advantage and had a more noticeable impact on overall sales.
Current report
Cost of revenue decreased during the third quarter and nine month of 2026 compared to the same periods of 2025. This decrease was due to the corresponding decline simultaneous in sales.
Current report
In this quarter, we also recognized donation expenses of $117,233(RMB 800,000) for a local charitable organization in Harbin.The donation supports the development of local cultural research. No member of the Company’s management holds a position in the research association or has any direct or indirect economic interest in it. The expenditure has passed internal compliance approval and is not a related-party transaction. We also recognized a gain on disposal of a right-of-use asset in the Guangdong-Macao In-Depth Cooperation Zone in Hengqin of $81,144 (RMB 553,728.12). We also recognized losses on disposal of furniture and fixtures in the Hengqin office of $147,193(RMB 1,004,441.90).
Removed paragraphs (2)
Previous report
Revenue, net increased during the second quarter and first six month of 2026 compare to the same period of 2025. The increase was driven by continued expansion of our wholesale distribution network and launch of new salable products. As described in Note 1 to the condensed consolidated financial statements, the comparative period reflects the historical operating results of Legacy CFI as the accounting acquirer in the September 30, 2025 reverse recapitalization.
Previous report
Cost of revenue decreased during the second quarter and first six month of 2026 compare to the same periods of 2025. The improvement in gross profit margin reflects a combination of factors, the principal drivers of which include: (i) the commencement of operations of our own production base in Beikang Industrial Park, Heilongjiang Province in October 2025, with the six months ended June 30, 2026 being the period during which the Company’s core products were predominantly self-produced rather than sourced from third-party OEM partners, materially lowering per-unit production cost; and (ii) operating leverage on relatively fixed production-related costs as the wholesale distribution network expanded.
Reworded paragraphs (10)
Previous wording
Unless otherwise indicated, references to “we”, “us”, “our”, “CN Healthy” or the “Company” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are to CN Healthy Food Tech Group Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto included in Part I. Item 1. of this Quarterly Report, the risk factors included in Part II. Item 1A. of this Quarterly Report, and our audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026, as amended on June 12, 2026.
Current wording
Unless otherwise indicated, references to “we”, “us”, “our”, “CN Healthy” or the “Company” in this Management’s Discussion and Analysis of Financial Condition and Results of Operations are to CN Healthy Food Tech Group Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes thereto included in Part I. Item 1. of this Quarterly Report, the risk factors included in Part II. Item 1A. of this Quarterly Report, and our audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 31, 2026, as amended on June 12, 2026, and as amended on October 26, 2026.
Previous wording
The Nasdaq trading halt imposed on October 1, 2025 in connection with the CSRC’s review of our U.S. listing remained in effect as of the filing date of this Quarterly Report. On April 24, 2026, our PRC operating subsidiary Heilongjiang Zhongneng Liangke Agricultural Technology Co., Ltd. received an Advance Notice of Administrative Penalty from the Heilongjiang Regulatory Bureau of the CSRC, proposing administrative fines of RMB 3,000,000 on Zhongneng Liangke and RMB 1,500,000 on Mr. Zhenjun Jiang, our Chairman and Chief Executive Officer, as the directly responsible executive,these penalties have already been paid on May 24, 2026; see Note 11 to the condensed consolidated financial statements.
Current wording
The Nasdaq trading halt imposed on October 1, 2025 in connection with the CSRC’s review of our U.S. listing remained in effect as of the filing date of this Quarterly Report. On April 24, 2026, our PRC operating subsidiary Heilongjiang Zhongneng Liangke Agricultural Technology Co., Ltd. received an Advance Notice of Administrative Penalty from the Heilongjiang Regulatory Bureau of the CSRC, proposing administrative fines of RMB 3,000,000 on Zhongneng Liangke and RMB 1,500,000 on Mr. Zhenjun Jiang, our Chairman and Chief Executive Officer, as the directly responsible executive.These penalties were paid on May 24, 2026; see Note 11 to the condensed consolidated financial statements.
Previous wording
On July 16, 2026, the Company received the Determination Letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC to delist the Company’s common stock and warrants from Nasdaq Capital Market, and the Company already requested an appeal of the Staff’s determination. The request would stay any suspension of the Listed Securities pending the Panel’s decision, although the trading halt currently in effect would remain in place notwithstanding any appeal. The company has not identified any other significant subsequent events that require adjustment or disclosure.
Current wording
On July 16, 2026, the Company received the Determination Letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC to delist the Company’s common stock and warrants from Nasdaq Capital Market, and the Company already requested an appeal of the Staff’s determination. The request would stay any suspension of the Listed Securities pending the Panel’s decision, although the trading halt currently in effect would remain in place notwithstanding any appeal.
Previous wording
Our historical results of operations for the three and six months ended June 30, 2025 reflect the operations of Legacy CFI, the accounting acquirer in the Business Combination, prior to the consummation of the Business Combination on September 30, 2025, and accordingly do not include the costs of operating as a U.S. public company or the effects of the Business Combination, including the amortization of shares issued for management advisory services described in Note 8 to the condensed consolidated financial statements. Our results of operations for periods following the Business Combination may not be directly comparable to our historical results of operations for periods preceding the Business Combination.
Current wording
Our historical results of operations for the three and nine months ended September 30, 2025 reflect the operations of Legacy CFI, the accounting acquirer in the Business Combination, prior to the consummation of the Business Combination on September 30, 2025, and accordingly do not include the costs of operating as a U.S. public company or the effects of the Business Combination, including the amortization of shares issued for management advisory services described in Note 8 to the condensed consolidated financial statements. Our results of operations for periods following the Business Combination may not be directly comparable to our historical results of operations for periods preceding the Business Combination.
Previous wording
Results of Operations — Three and Six Months Ended June 30, 2026 compared to Three and Six Months Ended June 30, 2025
Current wording
Results of Operations — Three and Nine Months Ended September 30, 2026 compared to Three and Nine Months Ended September 30, 2025
Previous wording
Total operating expenses increased during the second quarter and first six months of 2026 compared to the same periods of 2025. Total operating expenses were $1,126,289 for the three months ended June 30, 2026, a slight increase compared to the same period of 2025, primarily due to higher consulting and audit expenses (see Note 13 - Segment Information). The significant increase in operating expenses for the first six months of 2026 was primarily attributable to $2,045,000 of amortization expense associated with 1,000,000 restricted common shares issued to officers of Iron Horse in September 2025 for management advisory services rendered over a six-month period ended March 30, 2026 (see Note 8 to the condensed consolidated financial statements). This amortization is recorded within general and administrative expenses and was not present in the comparative period. The six-month service period concluded on March 30, 2026, and no further amortization of these shares issued for services will be recorded in subsequent periods. Selling expenses decreased $108,466, or 24.9%, and $383,749, or 30.9%, for the three and six months ended June 30, 2026, respectively, compared with the same periods of 2025, primarily reflecting a shift in the mix of selling and distribution activity. Research and development expenses remained relatively stable in the second quarter of 2026 and increased $15,576, or 26.7%, for the six months ended June 30, 2026 compared to the same period of 2025, due to higher labor costs in the R&D department.
Current wording
Total operating expenses increased during the third quarter and nine months of 2026 compared to the same periods of 2025. Total operating expenses were $5,958,187 for the three months ended September 30, 2026, an increase compared to the same period of 2025, primarily due to higher consulting and audit expenses (see Note 13 - Segment Information). The significant increase in operating expenses for the nine months of 2026 was primarily attributable to $2,045,000 of amortization expense associated with 1,000,000 restricted common shares issued to officers of Iron Horse in September 2025 for management advisory services rendered over a six-month period ended March 30, 2026 (see Note 8 to the condensed consolidated financial statements). This amortization is recorded within general and administrative expenses and was not present in the comparative period. The six-month service period concluded on March 30, 2026, and no further amortization of these shares issued for services will be recorded in subsequent periods. Selling expenses decreased $140,828, or 27.7%, and $524,577, or 30.0%, for the three and nine months ended September 30, 2026, respectively, compared with the same periods of 2025, primarily reflecting a shift in the mix of selling and distribution activity. Research and development expenses remained relatively stable in the third quarter of 2026 and decreased $701, or 1.9%, for the nine months ended September 30, 2026 compared to the same period of 2025.
Previous wording
Total other income (expense), net changed from net other income of $154,248 and $247,845 for the three and six months ended June 30, 2025, respectively, to net other expense of $549,040 and $738,116 for the three and six months ended June 30, 2026. The change was mainly attributable to: (i) the recognition in the second quarter of 2026 of the CSRC administrative penalty of RMB 3,000,000, equivalent to $436,961; and (ii) the recognition of $335,908 of default interest expense during the six months ended June 30, 2026 on three promissory notes that have been in default since the fourth quarter of 2025 (see Note 6 and Note 7 to the condensed consolidated financial statements). The default interest accrues at the contractual rate of 15.0% per annum, and no portion was paid in cash during the six months ended June 30, 2026. Interest income decreased $135,265, or 84.6%, and $157,478, or 79.3%, for the three and six months ended June 30, 2026, respectively, compared to the same periods of 2025, primarily due to lower bank deposit interest rates.
Current wording
Total other income (expense), net changed from net other income of $139,183 and $392,637 for the three and nine months ended September 30, 2025, respectively, to net other expense of $280,928 and $1,019,044 for the three and nine months ended September 30, 2026. The change was mainly attributable to: (i) the recognition in the second quarter of 2026 of the CSRC administrative penalty of RMB 3,000,000, equivalent to $436,961; and (ii) the recognition of $467,224 of default interest expense during the nine months ended September 30, 2026 on three promissory notes that have been in default since the fourth quarter of 2025 (see Note 6 and Note 7 to the condensed consolidated financial statements). The default interest accrues at the contractual rate of 15.0% per annum, and no portion was paid in cash during the nine months ended September 30, 2026. Interest income decreased $48,493, or 37.0%, and $205,971, or 62.5%, for the three and nine months ended September 30, 2026, respectively, compared to the same periods of 2025, primarily due to lower bank deposit interest rates.
Previous wording
The Company's effective tax rate was 33.0% for the second quarter of 2026, compared to 27.5% for the same period of 2025 and 46.1% for the six months ended June 30, 2026,compared to 25.0% for the same period of 2025. The effective tax rate for the second quarter and first six month of 2026 differs significantly from both the comparative period of 2025 and the PRC statutory rate of 25.0% principally because (i) the $2,045,000 of amortization of shares-issued-for-services described above is a non-deductible permanent difference recorded at the U.S. parent level, (ii) default interest of $335,908 on the three U.S.-side promissory notes is also recorded at the U.S. parent level and is non-deductible, and (iii) the Company maintains a full valuation allowance against its U.S. deferred tax assets, with the result that the loss-making U.S. parent generates no offsetting tax benefit. Together, these items compressed consolidated pre-tax income to $4,565,986 while the underlying PRC operating entities continued to generate taxable income subject to PRC income tax.(iv)Loss on some subsidiaries diluted the companies total income before tax.
Current wording
The Company’s effective tax rate was 193.3% for the third quarter of 2026, compared to 29.1% for the same period of 2025 and 50.4% for the nine months ended September 30, 2026, compared to 27.0% for the same period of 2025. The effective tax rates for the third quarter and nine months of 2026 differ significantly from both the comparative periods of 2025 and the PRC statutory rate of 25.0% principally because (i) the $2,045,000 of amortization of shares-issued-for-services described above is a non-deductible permanent difference recorded at the U.S. parent level, (ii) default interest of $467,224 on the three U.S.-side promissory notes is also recorded at the U.S. parent level and is non-deductible, (iii) the Company maintains a full valuation allowance against its U.S. deferred tax assets, with the result that the loss-making U.S. parent generates no offsetting tax benefit, and (iv) losses at certain subsidiaries reduced the Company’s total income before tax. Together, these items compressed consolidated pre-tax income to $154,346 while the underlying PRC operating entities continued to generate taxable income subject to PRC income tax..
Previous wording
As of June 30, 2026, our cash and cash equivalents totaled $23,317,217 and a net working capital surplus of $15,785,144. As of June 30, 2026, approximately $23,302,900 and $14,317 of our cash and cash equivalents were held in the PRC and United States, respectively.
Current wording
As of September 30, 2026, our cash and cash equivalents totaled $21,524,338 and our net working capital surplus was $16,367,781. As of September 30, 2026, approximately $21,510,112 and $14,226 of our cash and cash equivalents were held in the PRC and United States, respectively.
Previous wording
Net cash used in operating activities for the six months ended June 30, 2026 was $10,630,971, compared to net cash used of $1,472,289 for the six months ended June 30, 2025. The increase in operating cash outflow was driven principally by a $15,462,898 decrease in advances from customers during the period, which represents the fulfillment and recognition as revenue of customer prepayments received in prior periods,and $1,040,401 increase in procurement of inventories, partially offset by a $1,769,444 increase in accounts payable, with a further $1,047,762 increase in prepayments to suppliers adding to the outflow. Net cash used in investing activities for the six months ended June 30, 2026 was $6,657, reflecting minimal capital expenditure during the period, compared to net cash used of $447,768 in the comparative period. Net cash provided by financing activities for the six months ended June 30, 2026 was $116,000, reflecting Business Combination-related financing receipts (June 30, 2025: $nil). The effect of foreign currency exchange rate changes on cash and cash equivalents was a positive $825,097 for the current period (June 30, 2025: $708,526). After consideration of all activities, cash and cash equivalents decreased by $9,696,532 during the six months ended June 30, 2026, ending at $23,317,217.
Current wording
Net cash used in operating activities for the nine months ended September 30, 2026 was $12,765,412,compared $5,707,674 for the same period in 2025. The operating cash outflow of 2026 was driven principally by a $16,297,920 decrease in advances from customers during the period, which represents the fulfillment and recognition as revenue of customer prepayments received in prior periods, and an $874,676 increase in procurement of inventories, partially offset by a $435,852 increase in accounts payable and a $342,342 increase in accruals. Net cash used in investing activities for the nine months ended September 30, 2026 was $6,814, reflecting minimal capital expenditure during the period, compared to net cash used of $625,392 in the comparative period. Net cash provided by financing activities for the nine months ended September 30, 2026 was $116,000, reflecting Business Combination-related financing receipts. The effect of foreign currency exchange rate changes on cash and cash equivalents was a positive $1,166,815 for the current period (September 30, 2025: $1,090,726). After consideration of all activities, cash and cash equivalents decreased by $11,489,411 during the nine months ended September 30, 2026, ending at $21,524,338.