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HeartCore Enterprises, Inc.

For the period ended Jun 30, 2026. Filed Aug 13, 2026.

View on SEC.gov

About 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.

Jun 30, 2026 · Filed Aug 13, 2026

HTCR$1.51-11.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-15.

0001493152-26-023382

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-13.

0001493152-26-037604

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 74 previous paragraphs and 114 current paragraphs.

43 unchanged; 17 reworded; 47 added; 13 removed; 1 previous and 7 current paragraphs rearranged.

Tables are not compared: 7 previous and 9 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 (47)

Current report

On June 22, 2026, the Company entered into a Stock and Debt Purchase Agreement (the “Sigmaways Agreement”) with Semaphore Technologies, Inc. (“Semaphore”). Pursuant to the terms of the Sigmaways Agreement, the Company sold its entire 51% majority ownership interest in Sigmaways, Inc. (“Sigmaways”) and its subsidiaries, consisting of 229,500 shares of capital stock (the “Sigmaways Shares”).

Current report

The purchase price for the Sigmaways Shares is up to $650,000, which reflects the uncertain and disputed nature of the value and collectability of the underlying assets. Pursuant to the terms of the Sigmaways Agreement, the payments would be as follows:

Current report

The closing of the transactions contemplated by the Sigmaways Agreement occurred on June 22, 2026. Following the closing, the Company has no further operational involvement or obligations with respect to Sigmaways.

Current report

The Sigmaways Agreement contains customary representations, warranties, and covenants, including a maximum liability cap equal to the amount actually paid to the Company (except in cases of fraud).

Current report

On August 3, 2026, the Company entered into a Capital Contribution Portion Transfer Agreement (the “Transfer Agreement”) with Luvina Software Joint Stock Company (“Luvina”), our non-controlling shareholder of HeartCore Luvina. Pursuant to the terms of the Transfer Agreement, the Company agreed to sell its entire 51% ownership interest in Heartcore Luvina, together with all rights and obligations attaching thereto and accrued up to the date of the Transfer Agreement, to Luvina in exchange for JPY29,000,000 (approximately $184,093).

Current report

The closing of the transactions contemplated by the Transfer Agreement is expected to occur on or before August 14, 2026.

Current report

The Transfer Agreement contains customary representations, warranties, and covenants.

Current report

Our revenues increased by $134,151, or 71.6%, to $321,428 for the three months ended June 30, 2026 from $187,277 for the three months ended June 30, 2025, attributable to an increase of $230,446 from software development services in connection with the additional customer orders obtained in HeartCore Luvina, our Vietnamese subsidiary, offset by a $96,295 decrease in revenue from Go IPO consulting services, primarily due to extension of IPO timeline by Go IPO customers during the current period.

Current report

Our cost of revenues increased by $181,401, or 86.3%, to $391,643 for the three months ended June 30, 2026 from $210,242 for the three months ended June 30, 2025, attributable to an increase of $91,142 in the cost of software development services in light of the increase in sales; and an increase of $90,259 in the costs of Go IPO consulting services, as we as spent more efforts and resources and incurred more outsourcing fees for Go IPO consulting services to enhance our Go IPO consulting customers experience with us.

Current report

Our gross loss increased by $47,250, or 205.7%, to $70,215 for the three months ended June 30, 2026 from $22,965 for the three months ended June 30, 2025, attributable to an increase of $186,554 in gross loss from our Go IPO consulting services, as we as spent more efforts and resources and incurred more outsourcing fees for Go IPO consulting services to enhance our Go IPO consulting customers experience with us, resulted in gross loss during the current period; offset by an increase of $139,304 in gross profit from our software development services as we implemented cost control policy and enhanced efficiency in rendering such services, resulted in gross profit during the current period.

Current report

Our general and administrative expenses increased by $51,426, or 7.7%, to $718,933 for the three months ended June 30, 2026 from $667,507 for the three months ended June 30, 2025, primarily attributable to (i) an increase of $56,080 in rental expenses mainly due to our relocation to an office with higher rental fees during the current period; partially offset by (ii) a decrease of $10,713 in office, utility and other expenses as we implemented expense saving policy to cut down various operating expenses in order to save operating cash flows during the current period.

Current report

Our income tax expense was minimal, which were $20,872 and $5,973 for the three months ended June 30, 2026 and 2025, respectively, as we incurred pre-tax loss positions and/or had sufficient net operating losses carry forward to offset taxable income position.

Current report

On October 31, 2025, the Company entered into the HeartCore Japan Agreement with Smith Japan in relation to the sale of 100% equity interest in HeartCore Co., Ltd. The HeartCore Co., Ltd. sale closed on October 31, 2025. On June 22, 2026, the Company entered into the Sigmaways Agreement with Semaphore in relation to the sale of 51% equity interest in Sigmaways and its subsidiaries. The Sigmaways and its subsidiaries sale closed on June 22, 2026.

Current report

Net Income from Continuing Operations Attributable to Non-controlling Interests

Current report

Loss from Discontinued Operations Attributable to Non-controlling Interests

Current report

As mentioned above, we owned a 51% equity interest of Sigmaways and its subsidiaries before disposal on June 22, 2026. Accordingly, we recorded loss from discontinued operations attributable to non-controlling interests of $32,209 and $46,405 for the three months ended June 30, 2026 and 2025, respectively.

Current report

Net Income (Loss) Attributable to HeartCore Enterprises, Inc. Common Shareholders

Current report

Our revenues increased by $114,017, or 25.9%, to $553,926 for the six months ended June 30, 2026 from $439,909 for the six months ended June 30, 2025, attributable to an increase of $430,108 from software development services in connection with the additional customer orders obtained in HeartCore Luvina, our Vietnamese subsidiary, offset by a $316,091 decrease in revenue from Go IPO consulting services, primarily due to extension of IPO timeline by Go IPO customers during the current period.

Current report

Our cost of revenues increased by $366,914, or 100.5%, to $732,056 for the six months ended June 30, 2026 from $365,142 for the six months ended June 30, 2025, attributable to an increase of $197,731 in the cost of software development services in light of the increase in sales; and an increase of $169,183 in the costs of Go IPO consulting services, as we as spent more efforts and resources and incurred more outsourcing fees for Go IPO consulting services to enhance our Go IPO consulting customers experience with us.

Current report

Our gross profit (loss) decreased by $252,897, or 338.2%, to gross loss of $178,130 for the six months ended June 30, 2026 from gross profit of $74,767 for the six months ended June 30, 2025, attributable to a decrease of $485,274 in gross loss from our Go IPO consulting services, as we as spent more efforts and resources to enhance our Go IPO consulting customers experience with us, resulted in gross loss during the current period; offset by an increase of $232,377 in gross profit from our software development services as we implemented cost control policy and enhanced efficiency in rendering such services, resulted in gross profit during the current period.

Current report

For the reasons discussed above, our overall gross profit (loss) percentage decreased by 49.2% to -32.2% for the six months ended June 30, 2026 from 17.0% for the six months ended June 30, 2025.

Current report

Our general and administrative expenses increased by $179,982, or 10.5%, to $1,888,888 for the six months ended June 30, 2026 from $1,708,906 for the six months ended June 30, 2025, primarily attributable to (i) an increase of $115,880 in salaries and welfare expenses due to the establishment of the new wholly-owned subsidiary, Higgs Field Co., Ltd.; (ii) an increase of $97,505 in rental expenses mainly due to our relocation to an office with higher rental fees during the current period; partially offset by (iii) a decrease of $59,399 in office, utility and other expenses as we implemented expense saving policy to cut down various operating expenses in order to save operating cash flows during the current period.

Current report

Our other income (expenses) includes changes in fair value of investments in marketable securities, changes in fair value of investment in warrants, changes in fair value of derivative liability, interest income generated from bank deposits, interest expenses for insurance premium financing, other income, and other expenses. Total other expenses, net increased by $272,306, or 32.5%, to $1,108,949 for the six months ended June 30, 2026, from $836,643 for the six months ended June 30, 2025, primarily attributable to an increase of $348,473 in other expenses, which mainly contributed by foreign currency exchange loss for proceeds receivable from sale of discontinued operations of HeartCore Co., Ltd. which was denominated in Japanese Yen and Japanese Yen to US$ exchange rate depreciated during the current period, partially offset by a decrease of $111,464 in loss on fair value changes of investments in marketable securities due to fair value measurement across periods.

Current report

Income (Loss) from Discontinued Operations, Net of Income Tax

Current report

On October 31, 2025, the Company entered into the HeartCore Japan Agreement with Smith Japan in relation to the sale of 100% equity interest in HeartCore Co., Ltd. The HeartCore Co., Ltd. sale closed on October 31, 2025. On June 22, 2026, the Company entered into the Sigmaways Agreement with Semaphore in relation to the sale of 51% equity interest in Sigmaways and its subsidiaries. The Sigmaways and its subsidiaries sale closed on June 22, 2026.

Current report

Net Income from Continuing Operations Attributable to Non-controlling Interests

Current report

We owned a 51% equity interest of HeartCore Luvina. Accordingly, we recorded net income from continuing operations attributable to non-controlling interests of $30,074 and $18,888 for the six months ended June 30, 2026 and 2025, respectively.

Current report

Loss from Discontinued Operations Attributable to Non-controlling Interests*

Current report

As mentioned above, we owned a 51% equity interest of Sigmaways and its subsidiaries before disposal on June 22, 2026. Accordingly, we recorded loss from discontinued operations attributable to non-controlling interests of $151,521 and $107,673 for the six months ended June 30, 2026 and 2025, respectively.

Current report

As a result of the foregoing, we reported a net loss attributable to HeartCore Enterprises, Inc. common shareholders of $3,942,111 for the six months ended June 30, 2026, representing a $1,954,410, or 98.3%, increase from a net loss attributable to HeartCore Enterprises, Inc. common shareholders of $1,987,701 for the six months ended June 30, 2025.

Showing the first 40 of 47 passages. Open the source sections for the rest.

Removed paragraphs (13)

Previous report

On March 24, 2026, the Board adopted an amendment (the “Amendment”) to the Company’s bylaws (the “Bylaws”).

Previous report

Prior to adoption of the Amendment, the second sentence of Section 7.4 of the Bylaws provided that “[i]f any action is brought by any party against another party, relating to or arising out of [the] Bylaws, or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action”, and Section 7.5 of the Bylaws provided (and continues to provide following adoption of the Amendment) that “[a]ll powers, duties and responsibilities provided for in [the] Bylaws, whether or not explicitly so qualified, are qualified by the provisions of the [Company’s certificate of incorporation] and applicable law.”

Previous report

The Amendment had the effect of amending and restating the second sentence of Section 7.4 of the Bylaws to read as follows: “If any action is brought by any party against another party, relating to or arising out of these Bylaws, or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action, provided that the provisions of this sentence shall not apply with respect to “internal corporate claims” as defined in Section 115 of the DGCL or in connection with any other claim that a stockholder, acting in its capacity as a stockholder or in the right of the Corporation, has brought in an action, suit or proceeding.”

Previous report

The Amendment was intended to clarify that, consistent with Section 7.5 of the Bylaws and the provisions of the Delaware General Corporation Law, including Section 109(b) thereof, the Bylaws do not contain any provision that would impose liability on a stockholder for the attorneys’ fees or expenses of the Company or any other party in connection with an internal corporate claim, or in connection with any other claim that a stockholder, acting in its capacity as a stockholder or in the right of the Company, has brought in an action, suit or proceeding.

Previous report

Our revenues decreased by $847,569, or 40.5%, to $1,245,844 for the three months ended March 31, 2026 from $2,093,413 for the three months ended March 31, 2025, mainly attributable to a decreased revenue of $827,435 from customized software development and services in connection with the intense competition in the U.S. software market.

Previous report

Our cost of revenues decreased by $377,840, or 24.4%, to $1,171,799 for the three months ended March 31, 2026 from $1,549,639 for the three months ended March 31, 2025, mainly attributable to a decrease of $539,614 in the cost of customized software development and services, which was in light of the decrease in sales of respective revenues.

Previous report

Our gross profit decreased by $469,729, or 86.4%, to $74,045 for the three months ended March 31, 2026 from $543,774 for the three months ended March 31, 2025, mainly attributable to (i) a decrease of $298,720 in gross profit from our Go IPO consulting services, as we as spent more efforts and resources and incurred more outsourcing fees for Go IPO consulting services to enhance our Go IPO consulting customers experience with us, resulted in lower gross profit for our Go IPO consulting services; (ii) a decrease of $287,821 in customized software development and services in light of the decrease in customized software development and services revenues and the increase in respective cost in connection with the increasing subcontracting fees for outsourced software engineers due to the salary level increase in the overall software market; and offset by (iii) an increase of $116,812 in software development and other services provided by HeartCore Luvina due to the increase in software development and other services revenues and decrease in respective cost due to the cost control policy we implemented.

Previous report

Our general and administrative expenses were $1,571,734 and $1,581,205 for the three months ended March 31, 2026 and 2025, respectively, and remained stable across periods with minor decrease.

Previous report

Net cash flows used in investing activities of continuing operations amounted to $954 for the three months ended March 31, 2026, for purchase of property and equipment.

Previous report

The Company’s debts included long-term debts borrowed from a bank and a financial institution. As of March 31, 2026, future minimum principal payments for long-term debts were as follows:
Reworded paragraphs (17)

Previous wording

During the first quarter of 2026, the Company’s Board of Directors (the “Board”) authorized a share repurchase program, pursuant to which the Company may repurchase up to $2.0 million of its outstanding shares of common stock. The Board authorized the Company to purchase its common stock from time to time on a discretionary basis through open market purchases, privately negotiated transactions or other means, including trading plans intended to qualify under Rule 10b5-1 of the Exchange Act, in accordance with applicable federal securities laws and other applicable legal requirements. The Company expects to fund these repurchases through existing cash balances. Decisions regarding the amount and the timing of purchases under the program will be influenced by the Company’s cash on hand, cash flows from operations, general market conditions and other factors, and the program may be modified, suspended or discontinued at any time. The Company is not obligated to acquire any particular amount of its common stock. This program has no set termination date.

Current wording

During the first quarter of 2026, the Company’s Board of Directors (the “Board”) authorized a share repurchase program, pursuant to which the Company may repurchase up to $2.0 million of its outstanding shares of common stock. The Board authorized the Company to purchase its common stock from time to time on a discretionary basis through open market purchases, privately negotiated transactions or other means, including trading plans intended to qualify under Rule 10b5-1 of the Exchange Act, in accordance with applicable federal securities laws and other applicable legal requirements. The Company expects to fund these repurchases through existing cash balances. Decisions regarding the amount and the timing of purchases under the program will be influenced by the Company’s cash on hand, cash flows from operations, general market conditions and other factors, and the program may be modified, suspended or discontinued at any time. The Company is not obligated to acquire any particular amount of its common stock. This program has no set termination date. As of June 30, 2026 and August 13, 2026, the Company has repurchased an aggregate of nil and nil shares of common stock, respectively, for an aggregate purchase price of $0 and $0, respectively.

Previous wording

For the three months ended March 31, 2026 and 2025, we generated revenues of $1,245,844 and $2,093,413, respectively, and reported a net loss from continuing operations of $1,976,715 and $3,070,031, respectively, and had net cash flows used in operating activities of continuing operations of $1,153,590 and $1,691,459, respectively. As noted in our unaudited consolidated financial statements, as of March 31, 2026, we had an accumulated deficit of $15,627,241.

Current wording

For the six months ended June 30, 2026 and 2025, we generated revenues of $553,926 and $439,909, respectively, and reported a net loss from continuing operations of $3,283,511 and $2,730,959, respectively, and had net cash flows used in operating activities of continuing operations of $2,482,756 and $1,965,478, respectively. As noted in our unaudited consolidated financial statements, as of June 30, 2026, we had an accumulated deficit of $17,650,321.

Previous wording

The following table summarizes our operating results as reflected in our unaudited consolidated statements of operations and comprehensive loss for the three months ended March 31, 2026 and 2025, respectively, and provides information regarding the dollar and percentage increase (or decrease) during such periods.

Current wording

The following table summarizes our operating results as reflected in our unaudited consolidated statements of operations and comprehensive income (loss) for the three months ended June 30, 2026 and 2025, respectively, and provides information regarding the dollar and percentage increase (or decrease) during such periods.

Previous wording

For the reasons discussed above, our overall gross profit margin decreased by 20.1% to 5.9% for the three months ended March 31, 2026 from 26.0% for the three months ended March 31, 2025.

Current wording

For the reasons discussed above, our overall gross loss percentage increased by 9.5% to 21.8% for the three months ended June 30, 2026 from 12.3% for the three months ended June 30, 2025.

Previous wording

Our selling expenses decreased by $110,110, or 72.0%, to $42,812 for the three months ended March 31, 2026 from $152,922 for the three months ended March 31, 2025, primarily attributable to a decrease of $95,668 in advertising and referral expenses, as we reduced certain marketing and referral activities and cancelled promotion campaigns with lower advertising performance.

Current wording

Our selling expenses decreased by $42,139, or 54.7%, to $34,867 for the three months ended June 30, 2026 from $77,006 for the three months ended June 30, 2025, primarily attributable to a decrease of $30,547 in advertising and referral expenses, as we reduced certain marketing and referral activities and cancelled promotion campaigns with lower advertising performance during the current period.

Previous wording

Our other income (expenses) includes changes in fair value of investments in marketable securities, changes in fair value of investment in warrants, changes in fair value of derivative liability, interest income generated from bank deposits, interest expenses for loans, other income, and other expenses. Total other expenses, net decreased by $1,421,325, or 77.2%, to $418,745 for the three months ended March 31, 2026, from total other expenses, net of $1,840,070 for the three months ended March 31, 2025, primarily attributable to a decrease of $1,485,667 in changes of fair value of investments in marketable securities due to fair value measurement across periods.

Current wording

Our other income (expenses) includes changes in fair value of investments in marketable securities, changes in fair value of investment in warrants, changes in fair value of derivative liability, interest income generated from bank deposits, interest expenses for insurance premium financing, other income, and other expenses. Total other income (expenses), net decreased by $1,692,889, or 171.4%, to $705,402, total other expenses, net for the three months ended June 30, 2026, from total other income, net of $987,487 for the three months ended June 30, 2025, primarily attributable to a decrease of $1,374,203 in changes in fair value of investments in marketable securities and a decrease of $133,851 in change in fair value of investment in warrants due to fair value measurement across periods.

Previous wording

On July 24, 2025, the Board of Directors of the Company approved to enter into a non-binding letter of intent to sell 100% of the outstanding shares of HeartCore Co., Ltd. On October 31, 2025, the Company entered into the HeartCore Japan Agreement with Smith Japan in relation to the sale of HeartCore Co., Ltd. The results of operations of HeartCore Co., Ltd. are reported as discontinued operations for all periods presented, as the sale of HeartCore Co., Ltd. represents a strategic shift that has a major impact on the Company’s operations and financial results. The HeartCore Co., Ltd. sale closed on October 31, 2025. We reported a loss from discontinued operations, net of income tax of $67,350 for the three months ended March 31, 2025.

Current wording

The results of operations of HeartCore Co., Ltd. and Sigmaways and its subsidiaries are reported as discontinued operations for all periods presented, as the sale of HeartCore Co., Ltd. and Sigmaways and its subsidiaries represented strategic shift that had major impact on the Company’s operations and financial results. We reported a loss from discontinued operations, net of income tax, of $489,230 and an income from discontinued operations, net of income tax, of $847,470 for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

We owned a 51% equity interest of Sigmaways and its subsidiaries and a 51% equity interest of HeartCore Luvina. Accordingly, we recorded net loss attributable to non-controlling interests of $105,008 and $50,389 for the three months ended March 31, 2026 and 2025, respectively.

Current wording

We owned a 51% equity interest of HeartCore Luvina. Accordingly, we recorded net income from continuing operations attributable to non-controlling interests of $15,770 and $8,009 for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

On June 30, 2025, we issued 2,000 shares of Series A convertible preferred shares, which were granted a cumulative dividend of 10% per annum. Accordingly, we recorded dividends accrued on Series A convertible preferred shares of $27,968 and nil for the three months ended March 31, 2026 and 2025, respectively.

Current wording

On June 30, 2025, we issued 2,000 shares of Series A convertible preferred shares, which were granted a cumulative dividend of 10% per annum. Accordingly, we recorded dividends accrued on Series A convertible preferred shares of $19,356 and $611 for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

As a result of the foregoing, we reported a net loss attributable to HeartCore Enterprises, Inc. common shareholders of $1,899,675 for the three months ended March 31, 2026, representing a $1,187,317, or 38.5%, decrease from a net loss attributable to HeartCore Enterprises, Inc. common shareholders of $3,086,992 for the three months ended March 31, 2025.

Current wording

As a result of the foregoing, we reported a net loss attributable to HeartCore Enterprises, Inc. common shareholders of $2,042,436 for the three months ended June 30, 2026, representing a $3,141,727, or 285.8%, decrease from a net income attributable to HeartCore Enterprises, Inc. common shareholders of $1,099,291 for the three months ended June 30, 2025.

Previous wording

Our income tax expense were minimal, which were $17,496 and $39,608 for the three months ended March 31, 2026 and 2025, respectively, as we incurred pre-tax loss positions across periods.

Current wording

Our income tax expense was minimal, which were $38,341 and $45,581 for the six months ended June 30, 2026 and 2025, respectively, as we incurred pre-tax loss positions.

Previous wording

As of March 31, 2026, we had $774,033 in cash and cash equivalents, as compared to $1,985,962 as of December 31, 2025. We also had $572,547 in accounts receivable as of March 31, 2026. Our accounts receivable primarily include the balance due from customers for our customized software development and services accepted by customers.

Current wording

As of June 30, 2026, we had $587,074 in cash and cash equivalents, as compared to $1,904,826 as of December 31, 2025. We also had $62,770 in accounts receivable as of June 30, 2026.

Previous wording

As of March 31, 2026, our working capital was $1,010,549. In assessing our liquidity, management monitors and analyzes our cash, our ability to generate sufficient revenues in the future, and our operating and capital expenditure commitments.

Current wording

As of June 30, 2026, our working capital was $604,040. In assessing our liquidity, management monitors and assesses our cash and cash equivalents, our ability to generate sufficient revenues in the future, and our operating and capital expenditure commitments.

Previous wording

Net cash flows used in operating activities of continuing operations was $1,153,590 for the three months ended March 31, 2026, primarily consisting of the following:

Current wording

Net cash flows used in operating activities of continuing operations was $2,482,756 for the six months ended June 30, 2026, primarily consisting of the following:

Previous wording

Net cash flows used in financing activities of continuing operations amounted to $53,513 for the three months ended March 31, 2026, primarily consisting of $23,657 for repayment of insurance premium financing, $12,382 for repayment of long-term debts, and $11,474 for net repayment of factoring arrangement.

Current wording

Net cash flows used in financing activities of continuing operations amounted to $55,103 for the six months ended June 30, 2026, for repayment of insurance premium financing.

Previous wording

Our discussion and analysis of our financial condition and results of operations are based upon our unaudited consolidated financial statements. These unaudited consolidated financial statements are prepared in accordance with the generally accepted accounting principles in the United States (“U.S. GAAP”), which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenues and expenses, to disclose contingent assets and liabilities on the date of the unaudited consolidated financial statements, and to disclose the reported amounts of revenues and expenses incurred during the financial reporting period. We continue to evaluate the estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. We believe there are no critical accounting policies and estimates for the three months ended March 31, 2026.

Current wording

Our discussion and analysis of our financial condition and results of operations are based upon our unaudited consolidated financial statements. These unaudited consolidated financial statements are prepared in accordance with the generally accepted accounting principles in the United States (“U.S. GAAP”), which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenues and expenses, to disclose contingent assets and liabilities on the date of the unaudited consolidated financial statements, and to disclose the reported amounts of revenues and expenses incurred during the financial reporting period. We continue to evaluate the estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. We believe there are no critical accounting policies and estimates for the six months ended June 30, 2026.
Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

For the three months ended June 30, 2026 and 2025, we generated revenues of $321,428 and $187,277, respectively, and reported a net loss from continuing operations of $1,550,289 and net income from continuing operations of $214,036, respectively.

Current report — wording carried from elsewhere

Comparison of Results of Operations for the Six Months Ended June 30, 2026 and 2025

Current report — wording carried from elsewhere

The following table summarizes our operating results as reflected in our unaudited consolidated statements of operations and comprehensive income (loss) for the six months ended June 30, 2026 and 2025, respectively, and provides information regarding the dollar and percentage increase (or decrease) during such periods.

Current report — wording carried from elsewhere

Our selling expenses decreased by $145,393, or 67.8%, to $69,203 for the six months ended June 30, 2026 from $214,596 for the six months ended June 30, 2025, primarily attributable to a decrease of $118,938 in advertising and referral expenses, as we reduced certain marketing and referral activities and cancelled promotion campaigns with lower advertising performance during the current period.

Current report — wording carried from elsewhere

The results of operations of HeartCore Co., Ltd. and Sigmaways and its subsidiaries are reported as discontinued operations for all periods presented, as the sale of HeartCore Co., Ltd. and Sigmaways and its subsidiaries represented strategic shift that had major impact on the Company’s operations and financial results. We reported a loss from discontinued operations, net of income tax, of $732,723 and an income from discontinued operations, net of income tax, of $655,084 for the six months ended June 30, 2026 and 2025, respectively.

Current report — wording carried from elsewhere

Dividends Accrued on Series A Convertible Preferred Shares

Current report — wording carried from elsewhere

On June 30, 2025, we issued 2,000 shares of Series A convertible preferred shares, which were granted a cumulative dividend of 10% per annum. Accordingly, we recorded dividends accrued on Series A convertible preferred shares of $47,324 and $611 for the six months ended June 30, 2026 and 2025, respectively.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

Net Loss Attributable to Non-controlling Interests