NOCERA, INC.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Stated in US Dollars except Number of Shares)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Business Description

Nocera is a Nevada corporation headquartered in New Taipei City, Taiwan. As of the date of this Quarterly Report on Form 10-Q, our business operations consist primarily of two segments: (i) Fish Trading and (ii) E-Commerce. Our Fish Trading segment is carried out by our wholly-owned subsidiary, Nocera Inc. Taiwan Branch (“NTB”). NTB engages in the trading of fish, primarily eels, in the Republic of Taiwan. In the E-Commerce segment, which is administered through Zhejiang Xinca Mutual Entertainment Culture Media Co., Ltd. (“Xinca”), an unincorporated division of the Company, we act as an agent in facilitating the sale of third-party products through live-streaming e-commerce platforms. In addition, we design recirculation aquaculture systems (“RAS”) for fish farming, and we consult with customers in the manufacture and installation of RAS.

In January 2026, the Company allocated an aggregate $2.0 million of corporate funds to purchase Bitcoin as part of its corporate treasury strategy. The Company completed the first $1.0 million tranche on January 25, 2026 and the remaining $1.0 million tranche on January 29, 2026, acquiring approximately 12 Bitcoin at an average purchase price of approximately $83,000. The Company intends to continue its corporate treasury strategy, with an emphasis on Bitcoin for now, for the foreseeable future.

Going concern

The accompanying unaudited condensed consolidated financial statements have been prepared on a going-concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying unaudited condensed consolidated financial statements, for the three months ended March 31, 2026 and 2025, the Company recorded a net loss of $1,273,741 and $257,618 and net cash used in operations of $583,026 and$113,305, and as of March 31, 2026 and December 31, 2025, the Company incurred an accumulated loss of $27,462,212 and $26,188,471. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management’s plans to address these conditions include, but are not limited to, (i) seeking additional capital through equity financing arrangements with existing shareholders and potential new investors, (ii) pursuing strategic financing alternatives, including debt financing, to improve liquidity, (iii) implementing cost control measures to reduce operating expenses, and (iv) expanding revenue-generating activities through the development of new business opportunities and enhancement of existing operations.

The Company is currently in discussions with potential investors and financing sources; however, no definitive agreements have been executed as of the date of issuance of these financial statements. Accordingly, there can be no assurance that the Company will be successful in obtaining sufficient funding or achieving its business objectives.

Even if the Company is able to obtain additional financing, such financing may not be available on favorable terms, and may include restrictive covenants in the case of debt financing or result in significant dilution to existing stockholders in the case of equity financing. Therefore, management has concluded that substantial doubt about the Company’s ability to continue as a going concern has not been alleviated.

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States and pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, these financial statements do not include all of the information and footnotes required for complete financial statements and should be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 15, 2026.

The unaudited condensed consolidated financial statements and the accompanying notes have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future years or interim periods.

Reclassification

Certain prior period amounts have been reclassified to conform with current year presentation.

Concentrations of Credit Risk

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of accounts receivable. The Company conducts credit evaluations of its customers and suppliers and generally does not require collateral or other security from them. The Company evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.

The Company does not have accounts receivable outstanding as of March 31, 2026.

Recent Accounting Pronouncements

The FASB issued several updates during the period, but none of these standards are either applicable to the Company or require adoption at a future date and none are expected to have a material impact on the consolidated financial statements upon adoption.

Fair Value Measurement

The Company follows Accounting Standards Codification (“ASC”) 820, Fair Value Measurement (“ASC 820”), which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level hierarchy for inputs used in measuring fair value:

The Company measures certain financial instruments at fair value on a recurring basis, including warrant liabilities and convertible notes. When observable market data is available, such inputs are used to measure fair value. When observable inputs are not available, the Company applies valuation techniques which require management to develop significant estimates and assumptions.

Certain non-financial assets, including goodwill, intangible assets and long-lived assets, are measured at fair value on a non-recurring basis when indicators of impairment exist.

Note 2 VARIABLE INTEREST ENTITY (“VIE”)

The Company consolidates Xinca, a VIE for which the Company is determined to be the primary beneficiary in accordance with ASC 810,Consolidation, as disclosed in Note 2 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 15, 2026.

The Company does not have any equity ownership interest in its consolidated VIE. The Company’s involvement with this VIE is through contractual arrangements that provide the Company with (i) the power to direct the activities that most significantly impact the VIE’ economic performance and (ii) the right to receive substantially all of the economic benefits of the VIE, while also obligating the Company to absorb losses that could potentially be significant.

The assets of the consolidated VIE may only be used to settle the obligations of the respective VIE and are not available to satisfy the obligations of the Company, except as otherwise permitted under the relevant contractual arrangements. The creditors of the consolidated VIE do not have recourse to the general credit of the Company.

The following tables present the carrying amounts of the assets and liabilities of the Company’s consolidated VIE included in the unaudited condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

Note 3 ACCOUNTS RECEIVABLE

The Company assesses the collectability of its receivables on a quarterly basis. For the three months ended March 31, 2026 and 2025, the Company recordedno provision for credit losses.

Note 4 ADVANCE TO SUPPLIERS

Balances of advances to suppliers were $1,732 and $1,732 as of March 31, 2026 and December 31, 2025, respectively, which represented prepayments to suppliers for raw materials.

Note 5 PREPAID EXPENSES AND OTHER CURRENT ASSETS

Others include deposits, employee loans, and other receivables, which are expected to be collected in accordance with normal payment cycles and are considered part of ongoing operations.

Note 6 PROPERTY AND EQUIPMENT, NET

As of March 31, 2026 and December 31, 2025, property and equipment consisted of the following:

Depreciation expenses for the three months ended March 31, 2026 and 2025 were $3,614 and $34,607, respectively.

Note 7 RIGHT-OF-USE ASSETS

The Company adopted ASU No. 2016-02 Leases, on January 1, 2019, the beginning of fiscal year 2019, using the modified retrospective approach. The Company determines whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient. Some of the operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient.

Operating leases are included in the right-of-use lease assets, current lease liabilities and long-term lease liabilities on the Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each lease’s commencement date based on the present values of its lease payments over its respective lease term. When a borrowing rate is not explicitly available for a lease, the incremental borrowing rate is used based on information available at the lease’s commencement date to determine the present value of its lease payments. Operating lease payments are recognized on a straight-line basis over the lease term

The carrying amount of right-of-use assets by class of underlying asset are as follows:

Right-of-use assets under operating leasing arrangements classified under motor vehicles as of March 31, 2026 and December 31, 2025 amounted to $32,622 and $34,942 respectively.

The table below presents the lease-related assets and liabilities recorded on the balance sheet.

Components of Lease Expense

We recognize lease expense on a straight-line basis over the term of the operating leases, as reported within “general and administrative” expense on the accompanying consolidated statement of operations.

Note 8 EQUITY METHOD INVESTMENTS

Tachyonext Inc. (“Tachyonext”)

On June 5, 2025, the Company acquired a 35% equity interest in Tachyonext, a US-based e-commerce company, for total cash consideration of $500,000. The Company has significant influence over Tachyonext through its ownership interest and participation in certain strategic and operating decisions, and accordingly accounts for this investment using the equity method.

For the three months ended March 31, 2026, the Company recognized a loss of $148,636, representing its proportionate share of Tachyonext’s net loss. As of March 31, 2026 and December 31, 2025, the carrying value of the investment in Tachyonext was $351,364 and $524,152, respectively. The Company evaluated this investment for impairment as of December 31, 2025 and determined thatno impairment indicators were present.

LONGWOOL (“Longwool”)

On December 1, 2025, the Company entered into a stock purchase agreement with Longwool, a French corporation, to acquire an equity interest representing 35% of Longwool’s outstanding equity for total cash consideration of $400,000. The transaction closed on January 1, 2026. The cash consideration paid in December 2025 was recorded as a prepaid investment as of December 31, 2025. The Company began accounting for this investment using the equity method in January 2026, as the Company obtained significant influence over Longwool at that time.

For the three months ended March 31, 2026, the Company recognized a gain of $nil representing its proportionate share of Longwool’s net gain. As of March 31, 2026, the carrying value of the investment in Longwool was $400,000.

Note 9 DIGITAL ASSETS

During the first quarter of 2026, the Company began investing in digital assets, which are comprised solely of Bitcoin, and are measured at fair value as of each reporting period in accordance with ASU 2023-08. The Company classifies these digital assets as non-current assets on the unaudited condensed consolidated balance sheets.

The Company determines the fair value of its Bitcoin in accordance with ASC 820, based on quoted (unadjusted) prices on the Coinbase exchange, the active exchange that the Company has determined is its principal market for Bitcoin (Level 1 inputs). Changes in fair value are recognized as incurred within Other income (expense), net in the unaudited condensed consolidated statements of operations.

The following table summarizes the carrying amounts of the Company's digital assets shown on the unaudited condensed consolidated balance sheets as of March 31, 2026:

Note 10 ACCRUED EXPENSES AND OTHER LIABILITIES

As of March 31, 2026 and December 31, 2025, accrued expenses and other liabilities consisted of the following:

Note 11 CONVERTIBLE NOTE

On October 31, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional accredited investor (the “Investor”), pursuant to which the Company may issue and sell, in multiple closings, senior secured convertible notes in an aggregate original principal amount of up to $300,000,000. At the initial closing on November 3, 2025, the Company issued a senior secured convertible note in the principal amount of $8,000,000 (the “Note”) for a purchase price of $7,280,000, reflecting an original issue discount of $720,000. The Note bears interest at 9.0% per annum, payable monthly in arrears, and matures on November 3, 2027. Upon the occurrence of an event of default, as defined in the Note, the interest rate increases to 18.0% per annum.

The Note is secured by a first-priority security interest in substantially all of the Company’s assets purchased or acquired with the proceeds from the sale of the Note, pursuant to a Pledge and Security Agreement and an Account Control Agreement, each dated as of November 3, 2025. The Note ranks senior to all existing and future indebtedness of the Company, subject to certain permitted indebtedness exceptions.

The Note is convertible at any time at the option of the holder into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The conversion price is equal to the lower of:(A) The lower of (i) $2.01, and (ii) the average closing price of the Common Stock for the five trading days immediately preceding the closing; and (B) 93% of the lowest daily volume-weighted average price (“VWAP”) of the Common Stock during the ten trading days immediately preceding the conversion date.

The conversion price is subject to a floor price and customary adjustments. The holder is restricted from converting the Note if such conversion would result in the holder beneficially owning more than 4.99% of the outstanding Common Stock, which may be increased to 9.99% upon 61 days’ prior written notice.

The Company elected the fair value option for the Note in accordance with ASC 825. Accordingly, the Note is measured at fair value at each reporting date, with changes in fair value recorded in other expense in the Consolidated Statements of Operations and Comprehensive Loss.

The fair value of the Note is classified as Level 3 within the fair value hierarchy due to the lack of an active market and reliance on unobservable inputs. The fair value is estimated using a discounted cash flow model based on expected future principal and interest payments, adjusted for expected conversions and the Floor Price of the conversion feature. The discount rate is based on management’s estimate of rates for similar debt instruments, adjusted for the Company’s credit risk. Changes in key assumptions, including the discount rate or expected conversion, could materially affect the estimated fair value of the convertible notes.

Issuance costs of $643,500 were expensed as incurred during the year ended December 31, 2025.

In December 2025, a holder of the Note converted $45,319 into 60,013 shares of Common Stock.

Note 12 WARRANTS

IPO Warrants

In connection with the Company’s initial public offering, the Company issued warrants to purchase shares of its Common Stock (the “IPO Warrants”). The IPO Warrants contain exercise price reset provisions whereby the exercise price may be adjusted based on the VWAP of the Common Stock following issuance. In addition, the Company may, subject to holder consent, reduce the exercise price at the discretion of the Board of Directors. The IPO Warrants also provide the Company with redemption rights at a price equal to a multiple of the exercise price upon the satisfaction of certain market-based conditions. Due to the presence of exercise price reset features, discretionary repricing provisions and non-nominal redemption terms, the IPO Warrants do not meet the criteria for equity classification. Accordingly, the IPO Warrants are classified as warrant liabilities and are recorded at fair value at each reporting date, with changes in fair value recognized in earnings.

The IPO Warrants are classified as Level 3 within the fair value hierarchy because they are not traded in an active market and their valuation relies on significant unobservable inputs. The fair value of the IPO Warrants is estimated using the Black-Scholes option pricing model, incorporating assumptions regarding the fair value of the Company’s common stock, expected term, expected volatility, risk-free interest rate, dividend yield, and adjustments for exercise price reset and redemption features. The expected term equals the remaining contractual term, as the IPO Warrants are fully vested and exercisable. Expected volatility is based on the historical volatility of a group of comparable publicly traded companies over a period consistent with the expected term. The risk-free interest rate is based on U.S. Treasury yields with maturities consistent with the expected term. The dividend yield is assumed to be zero, as the Company has not historically paid dividends and does not expect to pay dividends for the foreseeable future. Changes in key assumptions could materially affect the estimated fair value of the IPO Warrants.

The following is a reconciliation of the beginning and ending balances of warrants liability measured at fair value on a recurring basis using Level 3 inputs:

The following is a summary of the IPO warrant activity:

Class A and Class B warrants

The Company has issued Class A and Class B warrants to employees and other service providers as part of its equity compensation arrangements. The Class A and Class B warrants are exercisable into a fixed number of shares of the Company’s common stock at fixed exercise prices and are classified as equity.

The Company estimated the grant-date fair value of warrants issued to service providers using the Black-Scholes option pricing model. The valuation model requires assumptions related to the fair value of the Common Stock on the grant date, expected term, expected volatility, risk-free interest rate, and dividend yield. These warrants are recognized as stock-based compensation expense over the requisite service period and are not subsequently remeasured after the grant date.

The expected term of the warrants was estimated based on the contractual term of the warrants, as the warrants were fully vested and exercisable upon grant and no vesting period applies. Expected volatility was estimated using the historical volatility of comparable publicly traded companies over a period consistent with the expected term of the warrants. The risk-free interest rate was based on the U.S. Treasury yield in effect at the grant date with a maturity corresponding to the expected term of the warrants. The Company has not historically paid dividends and does not expect to pay dividends in the foreseeable future; therefore, the dividend yield was assumed to be zero.

The following is a summary of the Class A and Class B warrant activity:

Note 13 COMMON STOCK

The Company is authorized to issue 200,000,000 shares of Common Stock. As of March 31, 2026 and December 31, 2025,15,300,113 shares and 14,433,630 shares, respectively, were issued and outstanding.

Recent Issuance of Common Stock

Note 14 PREFERRED STOCK

Series A Preferred Stock

In August 2021, the Company issued 80,000 shares of Series A preferred stock, par value $0.001 per share (the “Series A Preferred Stock”) at an issue price of $2.50 per share to certain investors. The Series A Preferred Stock is non-voting and non-redeemable. The holder of the Series A Preferred Stock will have priority over the holders of Common Stock of the Company on the assets and funds of the Company in a distribution of assets in the event of a liquidation, winding up or dissolution of the Company.

On August 11, 2022, the Company effected a 2:3 reverse stock split for each share of Common Stock issued and outstanding. As a result of this reverse stock split, the shares of Common Stock issuable upon the conversion of Series A Preferred Stock decreased from 80,000 shares to 53,334 shares.

As of March 31, 2026 and 2025, there were 80,000 shares of Series A Preferred Stock issued and outstanding.

Series B Preferred Stock

On August 28, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations with the Secretary of State of Nevada, designating up to 1,000,000 shares of series B preferred stock, par value $0.001 per share (the “Series B Preferred Stock”). Each share of Series B Preferred Stock has a stated value of $1,000.

On August 29, 2025, the Company entered into a securities purchase agreement (the “Series B Preferred Purchase Agreement”) with an institutional accredited investor (the Series B Preferred Investor”). Pursuant to the Series B Preferred Purchase Agreement, the Company sold 3,500 shares of Series B Preferred Stock to the Series B Preferred Investor at a purchase price of $910 per share. The aggregate purchase price received by the Company was $2,635,000, net of issuance cost of $550,000. The Company may, subject to certain conditions, sell up to an additional 10,000 shares of Series B Preferred Stock to the Series B Preferred Investor in one or more subsequent closings.

The key terms of the Series B Preferred Stock are as follows:

The Series B Preferred Stock is redeemable upon the occurrence of a deemed liquidation event that is not solely within the control of the Company and is classified as mezzanine equity on the consolidated balance sheets. The carrying values of Series B Preferred Stock have not been adjusted to their liquidation preferences as these events have not occurred through March 31, 2026. Carrying values will be adjusted to their liquidation preferences if and when it becomes probable that such events will occur.

The conversion feature of the Series B Preferred Stock permits holders to convert into a fixed number of shares of the Common Stock at a fixed conversion price, subject to customary anti-dilution adjustments. The Company concluded that the conversion feature qualifies for the equity scope exception under ASC 815, Derivatives and Hedging, and therefore was not bifurcated as an embedded derivative.

As of March 31, 2026, the Company did not have any financial liabilities subject to amortized cost measurement.

The Series B Preferred Stock was initially recognized at issuance proceeds, net of issuance costs. The Company evaluates whether it is probable that the Series B Preferred Stock will become redeemable. If and when redemption becomes probable, the carrying amount will be accreted to its redemption value.

The carrying amount of the Series B Preferred Stock is not adjusted for discounts through amortization to interest expense. Any differences between the initial carrying amount and the redemption value will be recognized as accretion to redemption value when redemption becomes probable, with corresponding adjustments recorded to retained earnings (or additional paid-in capital, if retained earnings are insufficient).

Note 15 SHARE-BASED COMPENSATION

In 2018, the Company’s Board of Directors and stockholders adopted the 2018 Stock Option and Award Incentive Plan (the “2018 Plan”). The 2018 Plan provides for the issuance of equity-based awards to employees and non-employee service providers. As of December 31, 2025,5,459,605 shares of Common Stock remained available for future issuance under the 2018 Plan.

Warrants

The Company granted equity-based awards, primarily in the form of warrants, in exchange for services rendered. As of March 31, 2026, the Company had outstanding warrants issued to officers, directors, and employees to purchase shares of Common Stock. Refer to Note 11 Warrant – Class A and Class B Warrants.

Share-Based Compensation Expense

For the three months ended March 31, 2026 and 2025, the Company recognized share-based compensation expense of $59,854 and $nil, respectively.

Note 16 INCOME TAXES

The Company and its subsidiary, and the consolidated VIE file tax returns separately.

United States

The Company evaluated the Global Intangible Low Taxed Income (“GILTI”) inclusion on current earnings and profits of greater than 10% owned foreign controlled corporations. The Company has evaluated whether it has additional provision amount resulted by the GILTI inclusion on current earnings and profits of its foreign controlled corporations. The law also provides that corporate taxpayers may benefit from a 50% reduction in the GILTI inclusion, which effectively reduces the 21% U.S. corporate tax rate on the foreign income to an effective rate of 10.5%. The GILTI inclusion further provides for a foreign tax credit in connection with the foreign taxes paid.

PRC

A Wholly Foreign Owned Enterprise and the consolidated VIE established in the PRC are subject to the PRC statutory income tax rate of 25%, according to the PRC Enterprise Income Tax law. The PRC net operating loss can generally carry forward for no longer than five years starting from the year subsequent to the year in which the loss was incurred.

Taiwan

The Company’s loss before income taxes is primarily derived from the operations in Taiwan and income tax expense is primarily incurred in Taiwan. The statutory income tax rate in Taiwan is 20%. An additional surtax of 5%, is assessed on undistributed income for the entities in Taiwan, but only to the extent such income is not distributed or set aside as a legal reserve before the end of the following year. The 5% surtax is recorded in the period the income is earned, and the reduction in the surtax liability is recognized in the period the distribution to stockholders or the setting aside of legal reserve is finalized in the following year.

The components of the income tax (benefit) expense are:

The reconciliation of income taxes expenses computed at the Taiwan statutory tax rate applicable to income tax expense is as follows:

The tax effects of temporary differences representing deferred income tax assets and liabilities result principally from the following:

The valuation allowance as of March 31, 2026 and December 31, 2025 was primarily provided for the deferred income tax assets if it is more likely than not that these items will expire before the Company is able to realize its benefits, or that the future deductibility is uncertain. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or utilizable. Management considers projected future taxable income and tax planning strategies in making this assessment. The movement for the valuation allowance is as following.

Note 17 RELATED PARTY BALANCES AND TRANSACTIONS

The balance due to related parties was as following:

Note:

Note 18 LOSS PER SHARE

Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period.

Note 19 COMMITMENTS AND CONTINGENCIES

Lease Commitment

The Company has two non-cancelable lease agreements for certain office and accommodation as well as fish farming containers for research and develop advanced technology for water circulation applying in fishery. Future minimum lease payments under non-cancellable operating leases with initial terms within one year. The Company recognizes lease expense on a straight-line basis over the lease term.

For the three months ended March 31, 2026 and 2025, the Company recognized $3,699 and $18,573 lease expense in operating expenses. The total future minimum lease payment under non-cancellable short-term leases as of March 31, 2026 is $7,588.

Capital commitments

As of March 31, 2026, the Company’s capital commitments contracted but not yet reflected in the consolidated financial statements amounted to $nil.

Contingencies

In the ordinary course of business, the Company may be subject to legal proceeding regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims when a loss is assessed to be probable and the amount of the loss is reasonably estimable.

The Company has no significant pending litigation as of March 31, 2026.

Note 20 SEGMENT INFORMATION

The Company’s Chief Operating Decision Maker (“CODM”) is its Executive Director, Song-Yuan Teng, who is responsible for reviewing the results of operations and allocating resources across the Company’s reportable segments. During the periods presented, the Company’sreportable segments consisted of Fish Trading and E-Commerce. These operating segments reflect the manner in which the CODM evaluates performance and allocates resources.

On December 31, 2025, the Company completed the disposal of its Catering segment (Meixin). The results of the Catering segment have been classified as discontinued operations for all periods presented. Accordingly, the segment information disclosed below excludes the results of the Catering segment. The Catering segment reported net sales of $1,540,851 for the three months ended March 31, 2025.

Segment performance is evaluated based on segment revenue and operating profit, which includes direct costs and segment-specific general and administrative expenses, but excludes corporate overhead and interest. The CODM does not regularly review segment assets, and therefore segment asset information is not presented.

Summary operating results for each of the Company’s reportable segments were as follows:

Note 21 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

Preferred Stock Dividend Payable

During 2025 and 2024, the Company declared preferred stock dividends of $16,000 each year, which were not paid in cash but instead recorded as an increase in dividends payable. As of March 31, 2026 and December 31, 2025, unpaid preferred dividends totaled $233,205 and $177,326, respectively.

These transactions did not involve the use of cash and, therefore, are not reflected in the accompanying Consolidated Statement of Cash Flows.

Note 22 SUBSEQUENT EVENT

On April 17, 2026, the Company received a notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based on the Company’s stockholders’ equity as reported in its Annual Report on Form 10-K for the year ended December 31, 2025, the Company does not comply with the minimum stockholders’ equity requirement of $2.5 million for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1). The Company reported stockholders’ equity of $(440,735) as of December 31, 2025, and does not currently meet the alternative continued listing standards relating to the market value of listed securities or net income from continuing operations.