NOCERA, INC.

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). In addition, our unaudited consolidated financial statements and the financial data included in this Quarterly Report on Form 10-Q reflect our reorganization and have been prepared as if our current corporate structure had been in place throughout the relevant periods. Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these and other risks and uncertainties, please see the items listed under the section captioned “Cautionary Statement Regarding Forward-Looking Statements” herein and the section captioned “Risk Factors” as well as any other cautionary language contained in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this Quarterly Report on Form 10-Q.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). In addition, our unaudited consolidated financial statements and the financial data included in this Quarterly Report on Form 10-Q reflect our reorganization and have been prepared as if our current corporate structure had been in place throughout the relevant periods. Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these and other risks and uncertainties, please see the items listed under the section captioned “Cautionary Statement Regarding Forward-Looking Statements” herein as well as any other cautionary language and risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on May 6, 2025, as amended on June 4, 2025 and June 20, 2025. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this Quarterly Report on Form 10-Q.

Previous wording

As of December 31, 2019, we provide land-based recirculation aquaculture systems for fish farming. Our primary business operations consist of the design, development and production of RASs large scale fish tank systems, for fish farms along with expert consulting, technology transfer and aquaculture project management services to new and existing aquaculture management business services. Through our branch office, we also procure and sell eel in Taiwan. In addition, as of December 2022, we sell food items, including our signature seafood porridge bowl, through our flagship bento box store located at the Ning Xia Night Market in the Datong District of Taipei City, Taiwan.

Current wording

We provide land-based recirculation aquaculture systems for fish farming. Our primary business operations consist of the design, development and production of RASs large scale fish tank systems, for fish farms along with expert consulting, technology transfer and aquaculture project management services to new and existing aquaculture management business services. Through our branch office, we also procure and sell eel in Taiwan. In addition, as of December 2022, we sell food items, including our signature seafood porridge bowl, through our flagship bento box store located at the Ning Xia Night Market in the Datong District of Taipei City, Taiwan.

Previous wording

On April 14, 2024, we entered into a Variable Interest Entity Purchase Agreement (“SY Culture Purchase Agreement”) with Hangzhou SY Culture Media Co. Ltd. (“SY Culture”), a domestic funded limited liability company registered in China (P.R.C). The SY Culture Purchase Agreement was entered into by our wholly-owned subsidiary and foreign enterprise, Gui Zhou Grand Smooth Technology Ltd. (“WFOE”), through a series of contractual agreements (“VIE Agreements”), in which we exchanged 600,000 shares of our restricted common stock for a 100% controlling interest in SY Culture. As a result, the Company has been determined to be the primary beneficiary of SY Culture and SY Culture became a variable interest entity (“VIE”) of the Company. On June 5, 2025, we entered into an Equity Transfer Agreement with Yuechi Technology Limited (the “Purchaser”), in which we sold our controlling interest of SY Culture, to the Purchaser for a total purchase cash price of $550,000 (the “SY Culture Sale”). The closing of the SY Culture Sale occurred on June 5, 2025 and the SY Culture equity purchase agreement was terminated in connection with the SY Culture Sale.

Current wording

On April 14, 2024, we entered into a Variable Interest Entity Purchase Agreement (“SY Media Purchase Agreement”) with Hangzhou SY Culture Media Co. Ltd. (“SY Culture”), a domestic funded limited liability company registered in China (P.R.C). The SY Culture Purchase Agreement was entered into by our wholly-owned subsidiary and foreign enterprise GZ GST, through a series of contractual agreements (“VIE Agreements”), in which we exchanged 600,000 shares of our restricted common stock for a 100% controlling interest in SY Culture. As a result, the Company has been determined to be the primary beneficiary of SY Culture and SY Culture became a variable interest entity (“VIE”) of the Company. On June 5, 2025, we entered into an Equity Transfer Agreement with Yuechi Technology Limited (the “Purchaser”), in which we sold our controlling interest of SY Culture, to the Purchaser for a total purchase cash price of $550,000 (the “SY Culture Sale”). The closing of the SY Culture Sale occurred on June 5, 2025 and the SY Culture equity purchase agreement was terminated in connection with the SY Culture Sale.

Previous wording

In 2024, we initiated the e-commerce business in China, utilizing platforms like Douyin to expand our retail reach, utilizing interactive content and livestream shopping to drive engagement and sales. By integrating social commerce with our seafood resources, we enhance pricing advantages and optimize margins, strengthening our position in the evolving retail landscape.

Current wording

In 2024, we initiated the e-commerce business in China, utilizing platforms like Douyin to expand our retail reach, utilizing interactive content and livestream shopping to drive engagement and sales. By integrating social commerce with our seafood resources, we enhance pricing advantages and optimize margins, strengthening our position in the evolving retail landscape. Building on this foundation, we continue to focus on expanding our e-commerce ecosystem by improving digital marketing strategies, diversifying online sales channels, and enhancing user experience through data-driven insights. The shift toward online retail has allowed us to respond more effectively to changing consumer preferences, streamline operations, and create a scalable model that supports sustainable growth across both domestic and international markets.

Previous wording

On June 5, 2025, we acquired a 35% equity interest in Tachyonext Inc. (“Tachyonext”), a Delaware corporation engaged in e-commerce operations in the US, for an aggregate purchase price of $500,000 in cash. The purchase price was funded from existing cash resources. Under the terms of the Stock Purchase Agreement, we obtained certain governance and protective rights, including a non-voting board observer seat while holding at least 20% of Tachyonext’s outstanding common stock, a right of first refusal on certain share transfers, consent rights over certain new equity issuances, and a put option exercisable beginning one year after closing to sell shares back to the other major shareholder or Tachyonext, subject to a $300,000 aggregate cap. We account for this investment under the equity method of accounting as we have significant influence over Tachyonext’s operations and financial policies.

Current wording

On June 5, 2025, we acquired a 35% equity interest in Tachyonext Inc. (“Tachyonext”), a Delaware corporation engaged in e-commerce operations in the U.S., for an aggregate purchase price of $500,000 in cash. The purchase price was funded from existing cash resources. Under the terms of the Stock Purchase Agreement, we obtained certain governance and protective rights, including a non-voting board observer seat while holding at least 20% of Tachyonext’s outstanding common stock, a right of first refusal on certain share transfers, consent rights over certain new equity issuances, and a put option exercisable beginning one year after closing to sell shares back to the other major shareholder or Tachyonext, subject to a $300,000 aggregate cap. We account for this investment under the equity method of accounting as we have significant influence over Tachyonext’s operations and financial policies. For the year ended September 30, 2025, we recognized $(315,224) share of loss from the investment.

Previous wording

We also intend to expend the fish farming demo sites in Taiwan by adding 20 units of RAS eel farming equipment with outsourcing construction services and build the catfish farm in the U.S. by the end of 2024 to promote our fish farming systems to the global market. We are expecting more customers from various countries actively inquiring about our equipment. As of February 16, 2023, we completed the acquisition of 229 acres of land in Montgomery County, Alabama, of which we intend to build RASs on that land for fish farming. As of June 30, 2025, we are still ensuring all requirements and evaluations are being thoroughly addressed prior to constructing any RASs on the Alabama land. Simultaneously, the design of the RAS equipment is underway, progressing in alignment with the project’s timeline. Both aspects are being managed concurrently to maintain project efficiency and coherence. We plan to enhance market penetration through the establishment of our own fish farms and diversify revenue streams through various sales channels.

Current wording

We also intend to expend the fish farming demo sites in Taiwan by adding 20 units of RASs eel farming equipment with outsourcing construction services and build the catfish farm in the U.S. by the end of 2024 to promote our fish farming systems to the global market. We are expecting more customers from various countries actively inquiring about our equipment. As of February 16, 2023, we completed the acquisition of 229 acres of land in Montgomery County, Alabama, of which we intend to build RASs on that land for fish farming. As of September 30, 2025, we are still ensuring all requirements and evaluations are being thoroughly addressed prior to constructing any RASs on the Alabama land. Simultaneously, the design of the RAS equipment is underway, progressing in alignment with the project’s timeline. Both aspects are being managed concurrently to maintain project efficiency and coherence. We plan to enhance market penetration through the establishment of our own fish farms and diversify revenue streams through various sales channels.

Previous wording

Our reporting currency is the U.S. dollar and our operations in Taiwan use their local currency as their functional currencies. Substantially all of our revenue and expenses are in NT dollars. We are subject to the effects of exchange rate fluctuations with respect to any of such currency. For example, the value of the NT dollar depends to a large extent on Taiwan government policies and Taiwan’s domestic and international economic and political developments, as well as supply and demand in the local market.

Current wording

Our reporting currency is the U.S. dollar and our operations in Taiwan use their local currency, the New Taiwan dollar (“NT”), as their functional currencies. Substantially all of our revenue and expenses are in NT dollars. We are subject to the effects of exchange rate fluctuations with respect to any of such currency. For example, the value of the NT dollar depends to a large extent on Taiwan government policies and Taiwan’s domestic and international economic and political developments, as well as supply and demand in the local market.

Previous wording

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, the allowance for doubtful receivables; the useful lives of property and equipment and intangible assets; impairment of long-lived assets; recoverability of the carrying amount of inventory; fair value of financial instruments; provisional amounts based on reasonable estimates for certain income tax effects of the Tax Cuts and Jobs Act (the “Tax Act”) and the assessment of deferred tax assets or liabilities. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.

Current wording

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, the allowance for doubtful receivables; the useful lives of property and equipment and intangible assets; impairment of long-lived assets; recoverability of the carrying amount of inventory; fair value of financial instruments; provisional amounts based on reasonable estimates for certain income tax effects of the Tax Act and the assessment of deferred tax assets or liabilities. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.

Previous wording

Financial assets are classified into the following categories: financial assets at FVTPL, investments in debt instruments and equity instruments at FVTOCI, and financial assets at amortized cost.

Current wording

Financial assets are classified into the following categories: financial assets at fair value through profit or loss (“FVTPL”), investments in debt instruments and equity instruments at fair value through other comprehensive income (“FVTOCI”), and financial assets at amortized cost.

Previous wording

We apply ASC Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements.

Current wording

We apply ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements.

Previous wording

Cash and cash equivalents include all cash on hand and cash in bank with no restrictions. The balance of cash as of June 30, 2025 and 2024 were $150,130 and $586,423, respectively.

Current wording

Cash and cash equivalents include all cash on hand and cash in bank with no restrictions. The balance of cash as of September 30, 2025 and 2024 were $2,034,205 and $372,270, respectively.

Previous wording

The Company mainly offers and generates revenue from the fish trading business, bento box and fruit and vegetable processing business, and E-commerce live streaming business. Revenue recognition policies are discussed as follows:

Current wording

We mainly offer and generate revenue from the fish trading business, bento box and fruit and vegetable processing business, and E-commerce live streaming business. Revenue recognition policies are discussed as follows:

Previous wording

The Company engages in the trading of fish, primarily eels. Revenue is generated when the Company receives customer orders specifying product types and requirements. Upon receiving an order, the Company arranges the harvesting of the eels, inspects the products to ensure compliance with the customer’s specifications, and coordinates delivery. Revenue is recognized at a point in time when control of the goods is transferred to the customer, typically upon delivery, which is the point at which the performance obligation is satisfied.

Current wording

We engage in the trading of fish, primarily eels. Revenue is generated when we receive customer orders specifying product types and requirements. Upon receiving an order, we arrange the harvesting of the eels, inspects the products to ensure compliance with the customer’s specifications, and coordinates delivery. Revenue is recognized at a point in time when control of the goods is transferred to the customer, typically upon delivery, which is the point at which the performance obligation is satisfied.

Previous wording

The Company also operates a bento box and fresh produce processing business, primarily involving vegetables and fruits. The revenue recognition model for this segment is similar to the aquatic product trading business. Upon receiving customer orders, the Company processes and packages the required food or agricultural products, ensures product quality and conformity to order specifications, and arranges delivery. Revenue is recognized at a point in time, generally upon the transfer of the processed goods to the customer.

Current wording

We also operate a bento box and fresh produce processing business, primarily involving vegetables and fruits. The revenue recognition model for this segment is similar to the aquatic product trading business. Upon receiving customer orders, we process and package the required food or agricultural products, ensure product quality and conformity to order specifications, and arrange delivery. Revenue is recognized at a point in time, generally upon the transfer of the processed goods to the customer.

Previous wording

The Company acts as an agent in facilitating the sale of third-party products through live-streaming e-commerce platforms. The Company does not take control of the goods sold, and commission revenue is recognized on a net basis. Revenue is recognized at the point in time when the underlying product is sold and shipment is confirmed by the seller, which indicates the Company has fulfilled its performance obligation of facilitating the sale.

Current wording

We act as an agent in facilitating the sale of third-party products through live-streaming e-commerce platforms. We do not take control of the goods sold, and commission revenue is recognized on a net basis. Revenue is recognized at the point in time when the underlying product is sold and shipment is confirmed by the seller, which indicates we have fulfilled our performance obligation of facilitating the sale.

Previous wording

We account for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized and recorded as necessary in the provision for income taxes. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB 100,000. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. We record interest and penalties on uncertain tax provisions as income tax expense. There were no uncertain tax positions as of June 30, 2024 and 2023, and we have no accrued interest or penalties related to uncertain tax positions. We do not believe that the unrecognized tax benefits will change over the next twelve months.

Current wording

We account for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. Interest and penalties related to uncertain tax positions are recognized and recorded as necessary in the provision for income taxes. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB 100,000. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. We record interest and penalties on uncertain tax provisions as income tax expense. There were no uncertain tax positions as of September 30, 2025, and we have no accrued interest or penalties related to uncertain tax positions. We do not believe that the unrecognized tax benefits will change over the next twelve months.

Previous wording

Our reporting currency is the United States dollar (“US$”). The functional currency of our VIE in Taiwan is the New Taiwan dollar (“NT”), and the functional currency of our Hong Kong subsidiary is Hong Kong dollars (“HK$”). The functional currency of PRC companies is the Renminbi (“RMB”). In the consolidated financial statements, the financial information of our subsidiary and the consolidated VIE has been translated into US$. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, except for changes in accumulated deficit during the year which is the result of income statement translation process, and revenue, expense, gains or losses are translated using the average exchange rate during the year. Translation adjustments are reported as foreign currency translation adjustments and are shown as a separate component of other comprehensive income or loss in the consolidated statements of changes in equity and comprehensive (loss) income. The exchange rates as of June 30, 2025 and 2024 are 7.1938 and 7.1268, respectively. The annual average exchange rates for the year ended December 31, 2024 and 2023 are 7.3512 and 7.1258, respectively.

Current wording

Our reporting currency is the United States dollar (“US$”). The functional currency of our VIE in Taiwan is the NT dollar , and the functional currency of our Hong Kong subsidiary is Hong Kong dollars. The functional currency of PRC companies is the Renminbi. In the consolidated financial statements, the financial information of our subsidiary and the consolidated VIE has been translated into US$. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, except for changes in accumulated deficit during the year which is the result of income statement translation process, and revenue, expense, gains or losses are translated using the average exchange rate during the year. Translation adjustments are reported as foreign currency translation adjustments and are shown as a separate component of other comprehensive income or loss in the consolidated statements of changes in equity and comprehensive (loss) income.

Previous wording

The following table sets forth the consolidated statements of operations of the Company for the three and six months ended June 30, 2025 and 2024.

Current wording

The following table sets forth the consolidated statements of operations of the Company for the three and nine months ended September 30, 2025 and 2024.

Previous wording

Revenue for the three months ended June 30, 2025 was $3,971,716, compared to $6,753,112 for the comparable period in 2024. The revenue for the three months ended June 30, 2025 was mostly decreased from Meixin catering business and the fish trading business from NTB with the revenue of $0.94 million and $2.98 million, respectively.

Current wording

Revenue for the three months ended September 30, 2025 was $1,603,392, compared to $1,363,101 for the comparable period in 2024. The revenue increase for the three months ended September 30, 2025 was mostly attributable to improved operating results over period to period from the Meixin catering business and the fish trading business from NTB with the revenue of $0.09 million and $1.47 million, respectively.

Previous wording

Revenue for the six months ended June 30, 2025 was $8,505,844, compared to $11,652,992 for the comparable period in 2024. The revenue for the six months ended June 30, 2025 was mostly decreased from the Meixin catering business, the fish trading business from NTB with revenues of $2.48 million and $5.92 million, respectively.

Current wording

Revenue for the nine months ended September 30, 2025 was $10,109,236 compared to $13,016,093 for the comparable period in 2024. The revenue decrease for the nine months ended September 30, 2025 was mostly attributable to weaker operating results over period to period from the Meixin catering business, the fish trading business from NTB with revenues of $2.57 million and $7.39 million, respectively.

Previous wording

For the six months ended June 30, 2025, our foreign currency translation loss was $55,895.

Current wording

For the nine months ended September 30, 2025, our foreign currency translation loss was $59,865.

Previous wording

Gross profit for the three months ended June 30, 2025 was $ 32,454, compared to $45,787 for the comparable period in 2024. The gross profitfor the three months ended June 30, 2025 was mostly decreased fromthe Meixin catering business andthe fish trading business from NTB.

Current wording

Gross profit for the three months ended September 30, 2025 was $ 49,102, compared to $34,131 for the comparable period in 2024. The gross profit increasefor the three months ended September 30, 2025 was mostly attributable to improved operating results over period to period fromthe Meixin catering business andthe fish trading business from NTB.

Previous wording

Gross profit for the six months ended June 30, 2025 was $83,404, compared to $129,748 for the comparable period in 2024. The gross profitfor the six months ended June 30, 2025 was mostly decreased fromthe Meixin catering business andthe fish trading business from NTB.

Current wording

Gross profit for the nine months ended September 30, 2025 was $132,506, compared to $163,879 for the comparable period in 2024. The gross profit decreasefor the nine months ended September 30, 2025 was mostly attributable to weaker operating results over period to period fromthe Meixin catering business andthe fish trading business from NTB.

Previous wording

General and administrative expenses were $236,322, for the three months ended June 30, 2025, compared to $354,442 for the comparable period in 2024. This increase was primarily due to the decrease of consulting fees, and salary expenses for the three months ended June 30, 2024.

Current wording

General and administrative expenses were $869,686, for the three months ended September 30, 2025, compared to approximately $335,202 for the comparable period in 2024. This increase was primarily due to the increase of audit fees, consulting fees, and salary expenses for the three months September 30, 2025.

Previous wording

General and administrative expenses were $570,693, for the six months ended June 30, 2025, compared to $805,906 for the comparable period in 2024. This decrease was primarily due to the decrease of salary and commission expenses for the six months ended June 30, 2025 in connection with securities filings and other related matters.

Current wording

General and administrative expenses were $1,440,379, for the nine months ended September 30, 2025, compared to approximately $1141,108 for the comparable period in 2024. This decrease was primarily due to the decrease of salary and commission expenses for the nine months ended September 30, 2025 in connection with securities filings and other related matters.

Previous wording

Other expense was $132,412, for the six months ended June 30, 2025, compared to other income of $571,911 for the comparable period in 2024. The other income was interest revenue of bank deposits and the remaining consideration of $50,000 recorded as the receivable of disposal of SY Culture. The other expense was interest expense for a bank loan, loss on disposals of investment, share of loss of subsidiaries.

Current wording

Other expense was $688,570, for the three months ended September 30, 2025, compared to other expense of $27,669 for the comparable period in 2024. The other income was interest revenue of bank deposits. The other expense was interest expense for a bank loan, a loss on disposals of SY Culture, and a loss recognized from the equity-method investment in Tachyonext.

Previous wording

Other expense was $158,216, for the three months ended June 30, 2025, compared to other income of $376,338 for the comparable period in 2024. The other income was interest revenue of bank deposits and the remaining consideration of $50,000 recorded as the receivable of disposal of SY Culture. The other expense was interest expense for a bank loan, loss on disposals of investment, share of loss of subsidiaries.

Current wording

Other expense was $820,982, for the nine months ended September 30, 2025, compared to other income of $544,242 for the comparable period in 2024. The other income was interest revenue of bank deposits. The other expense was interest expense for a bank loan, loss on disposals of investment and Share of loss of subsidiaries.

Previous wording

During the six months ended June 30, 2025, we recorded an income tax expense of $140,561 compared to income tax expense of $ 122,380 for the comparable period in 2024. The increase of income tax expense is because we evaluated the income tax impact for the period ended June 30, 2025.

Current wording

During the nine months ended September 30, 2025, we recorded an income tax expense of $143,431 compared to income tax expense of $121,871 for the comparable period in 2024. The increase of income tax expense is because we evaluated the income tax impact for the period ended September 30, 2025.

Previous wording

Net loss attributable to us (excluding net loss attributable to non-controlling interest) for the three months ended June 30, 2025 was $491,708 compared to net loss attributable to us (excluding net loss attributable to non-controlling interest) of $84,423 for the comparable period in 2024.

Current wording

Net loss attributable to us (excluding net loss attributable to non-controlling interest) for the three months ended September 30, 2025 was $1,500,789 compared to net loss attributable to us (excluding net loss attributable to non-controlling interest) of $315,267 for the comparable period in 2024.

Previous wording

Net loss attributable to the Company (excluding net loss attributable to non-controlling interest) for the six months ended June 30, 2025 was $739,725, compared to a net loss attributable to the Company (excluding net loss attributable to non-controlling interest) of $204,153 for the comparable period in 2024. The increase was primarily due to the increase of general and administrative expenses for the six months ended June 30, 2025.

Current wording

Net loss attributable to the Company (excluding net loss attributable to non-controlling interest) for the nine months ended September 30, 2025 was $2,240,514, compared to a net loss attributable to the Company (excluding net loss attributable to non-controlling interest) of $519,420 for the comparable period in 2024. The increase was primarily due to the increase of general and administrative expenses for the nine months ended September 30, 2025.

Previous wording

We had net cash used by operating activities for the period ended June 30, 2025 and the cash balance was $150,130 as of June 30, 2025. As of June 30, 2025, we had an accumulated deficit of $ 21,978,606, a net loss of $760,262, and net cash used in operating activities of $320,289. In their audit report for the fiscal year ended December 31, 2024 included in this report, our auditors have expressed their concern as to our ability to continue as a going concern.

Current wording

The Company had net cash used by operating activities for the period ended September 30, 2025 of $1,123,115 and the cash balance was $2,034,205 as of September 30, 2025. As of September 30, 2025, we had an accumulated deficit of $ 23,479,395, a net loss of $2,240,514, and net cash used in operating activities of $ 1,123,115. In their audit report for the fiscal year ended December 31, 2024 included in our most recent Annual Report on Form 10-K, our auditors expressed their concern as to our ability to continue as a going concern.

Previous wording

Net cash used in investing activities was $135,942 for the year ended June 30, 2025, which were primarily attributable to the proceeds from disposal of subsidiary, SY Culture, of $363,845 and acquisition of associate of $500,000.

Current wording

Net cash used in investing activities was $135,942 for the year ended September 30, 2025, which were primarily attributable to the proceeds of $363,845 from the disposal of SY Culture and cash outflows of $500,000 related to the investment in Tachyonext.

Previous wording

Net cash provided by investing activities was $645,685 for the year ended June 30, 2024, which were primarily attributable to the proceeds from disposal of financial assets at fair value through profit and loss.

Current wording

Net cash provided by investing activities was $667,805 for the year ended September 30, 2024, which were primarily attributable to the proceeds from disposal of financial assets at fair value through profit and loss of $212,963 and the acquisition of Xinca and SY Culture of $456,003.

Previous wording

Net cash used by financing activities

Current wording

Net cash provided by (used by) financing activities

Previous wording

Net cash provided by financing activities amounted to $236,366 for the six months ended June 30, 2025, which was the exercise of warrant.

Current wording

Net cash provided by financing activities amounted to $2,869,549 for the nine months ended September 30, 2025, which was the result of the exercise of warrants and the issuance of preferred stock through a private placement.

Previous wording

Net cash used by financing activities amounted to$478,361 for the six months ended June 30, 2024, which was repayment of bank loans and acquisition of subsidiaries.

Current wording

Net cash used in financing activities amounted to $478,361 for the nine months ended September 30, 2024, which was the result of the repayment of bank loans and acquisition of subsidiaries.

Previous wording

Please refer to the Note 2 above.

Current wording

Please refer to the Note 2 to the financial statements contained herein.