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)

(UNAUDITED)

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 oftwo 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, acquiring approximately 11.48 Bitcoin at an average purchase price of approximately $87,700 and the remaining $1.0 million tranche on January 29, 2026, acquiring approximately 12.05 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 and six months ended June 30, 2026, the Company recorded a net loss of $1,541,308 and $2,815,049, respectively, and net cash used in operations of $1,177,289 and $1,159,225, respectively. As of June 30, 2026, the Company incurred an accumulated deficit of $29,003,520, compared to $26,188,471 as of December 31, 2025. 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, other than the Equity Purchase Facility Agreement described in Note 12, 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.

On July 6, 2026, the Company effected a 1-for-30 reverse stock split of its common stock (the “Reverse Stock Split”). All share and per-share amounts included in these unaudited condensed consolidated financial statements and accompanying notes, including common stock issued and outstanding, weighted average shares outstanding, net loss per share, warrants, and shares reserved for issuance, have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented, unless otherwise indicated. For periods prior to the Reverse Stock Split, share and per-share amounts have been retroactively restated by dividing the historical amounts by 30, the ratio of the Reverse Stock Split, and rounding to the nearest whole share; such restatement did not involve the actual issuance, cancellation, or cash settlement of any shares, which occurred only in connection with the Reverse Stock Split effected on July 6, 2026. See Note 21, Subsequent Events, for additional information.

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 following table summarizes the significant customers’ revenue as a percentage of total revenue:

The Company doesnot have accounts receivable outstanding as of June 30, 2026 and December 31, 2025

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 June 30, 2026 and December 31, 2025.

Note 3 ACCOUNTS RECEIVABLE

The Company assesses the collectability of its receivables on a quarterly basis. For the six months ended June 30, 2026 and 2025, the Company recordedno provision for credit losses.

Note 4 PREPAID EXPENSES AND OTHER CURRENT ASSETS

Other include the balances of advances to suppliers were $1,732 and $1,732 as of June 30, 2026 and December 31, 2025, respectively, which represented prepayments to suppliers for raw materials.

Note 5 PROPERTY AND EQUIPMENT, NET

As of June 30, 2026 and December 31, 2025, property and equipment consisted of the following:

Depreciation expenses for the three months ended June 30, 2026 and 2025 were $3,647 and $165,243, respectively. Depreciation expenses for the six months ended June 30, 2026 and 2025 were $7,261 and $199,344, respectively.

Note 6 RIGHT-OF-USE ASSETS

The Company adopted ASU (“Accounting Standards Update”) 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:

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 7 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 and six months ended June 30, 2026, the Company recognized a gain of $8,919 and a loss of $139,717, respectively, representing its proportionate share of Tachyonext’s net loss. As of June 30, 2026 and December 31, 2025, the carrying value of the investment in Tachyonext was $360,283 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 and six months ended June 30, 2026, the Company recognized a loss of $0 and $0, respectively, representing its proportionate share of Longwool’s net gain. As of June 30, 2026, the carrying value of the investment in Longwool was $400,000.

Note 8 DIGITAL ASSETS

In January 2026, the Company began investing in digital assets as part of its corporate treasury strategy, allocating an aggregate of $2 million of corporate funds to acquire approximately 23.53 Bitcoin at an average purchase price of approximately $84,998. The Company intends to continue this treasury strategy, with an emphasis on Bitcoin for now, for the foreseeable future.

In accordance with ASU 2023-08, Intangibles- Goodwill and Other- Crypto Assets, and ASC 820, these digital assets are classified as non-current assets on the unaudited condensed consolidated balance sheets and measured at fair value using Level 1 inputs based on unadjusted quoted prices from the Coinbase exchange.

As of June 30, 2026, the Company held approximately 23.53 Bitcoin with a cost basis of $2 million and a fair value of $1,377,574. For the three and six months ended June 30, 2026, the Company recognized an unrealized loss of $394,587. and $622,426 respectively, from changes in the fair value of its digital assets, which is included within other income (expense), net, in the unaudited condensed consolidated statements of operations.

Note 9 ACCRUED EXPENSES AND OTHER LIABILITIES

As of June 30, 2026 and December 31, 2025, accrued expenses and other liabilities consisted of the following:

Note 10 CONVERTIBLE NOTE

On October 31, 2025, the Company entered into a Securities Purchase Agreement (the “Original SPA”) with an institutional accredited investor (the “SPA Buyer”), 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, Financial Instruments. 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 Initial Note converted $45,319 into 2,000 shares of the Company’s common stock. During the second quarter of 2026, holders of the Note converted an aggregate of $4,965,758 into 583,793 shares of the Company’s common stock.

On May 22, 2026, the Company and the SPA Buyer entered into a First Amendment to the Original SPA (the "SPA Amendment") to expand the permitted use of proceeds from future Additional Closings to include (i) general corporate purposes and working capital, (ii) acquisitions, investments, or other strategic transactions, and (iii) other lawful corporate purposes. The SPA Amendment continues to prohibit use of proceeds for repayment of general indebtedness, repurchases of the Company's securities, payments to related parties, and settlement of litigation matters (other than acquisition-related matters). The Company evaluated the SPA Amendment under ASC 470-50, Debt—Modifications and Extinguishments, and concluded that the amendment did not result in a substantial modification, as it did not change the interest rate, conversion terms, principal amount, or maturity date of the Notes; accordingly, no gain or loss was recognized and the amendment was accounted for prospectively.

Note 11 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:

All outstanding warrants to purchase common stock, including the number of shares issuable upon exercise and the applicable exercise price, have been proportionately adjusted to reflect the 1-for-30 reverse stock split effected on July 6, 2026, in accordance with the anti-dilution provisions of the applicable warrant agreements. As of June 30, 2026, on a post-Reverse Stock Split basis, warrants to purchase approximately 66,028 shares of common stock were outstanding, at an adjusted exercise price of $57.9 per share. The following is a summary of the IPO warrant activity:

Note 12 COMMON STOCK

The Company is authorized to issue 200,000,000 shares of common stock, par value $0.001 per share. As of June 30, 2026, the Company had 1,560,210 shares of common stock issued and outstanding. All share amounts presented herein reflect the 1-for-30 reverse stock split effected on July 6, 2026, which did not change the number of authorized shares or the par value per share. See Note 21.

Equity Purchase Facility Agreement

On May 22, 2026, the Company entered into an Equity Purchase Facility Agreement ("EPFA") with an institutional investor pursuant to which the Company has the right, but not the obligation, to issue and sell up to $100 million of newly issued shares of common stock (the "Advance Shares") to the investor over a 24-month commitment period commencing on the EPFA date, at the Company's sole discretion and without any mandatory minimum amount or non-usage fee.

The investor's ownership is limited to 4.99% of outstanding shares, and increasable to 9.99% upon 61 days’ notice. Absent stockholder approval under Nasdaq rules, aggregate shares issuable under the EPFA may not exceed 19.99% of shares outstanding as of the EPFA date. During the Additional Issuance Restricted Period defined in the EPFA, the investor has a right of first refusal on subsequent placements, and the Company is prohibited from entering into variable rate transaction defined in the EPFA, subject to customary exceptions.

The EPFA will terminate upon the earliest of (i) the 24-month anniversary of the EPFA, (ii) the investor's purchase of Advance Shares equal to the full $100 million commitment, or (iii) a material restatement of the Company's financial statements for two or more consecutive fiscal quarters.

In connection with the EPFA, the Company entered into a Registration Rights Agreement obligating it to file a registration statement with SEC covering resale of the Advance Shares. As of June 30, 2026, the Company had not delivered any advance notice and had not issued any shares or received any proceeds under the EPFA. On July 8, 2026, the Company filed a registration statement on Form S-3 with the SEC to register for resale up to 7,500,000 shares of common stock (representing approximately $15 million based on the closing price on July 7, 2026) issuable under the EPFA.

Recent Issuance of Common Stock

Note 13 PREFERRED STOCK

The Reverse Stock Split described in Note 21 applied only to the Company's common stock and did not affect the authorized, issued, or outstanding shares of 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 July 6, 2026, the Company effected a 1-for-30 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 53,334 shares to 1,778 shares.

As of June 30, 2026 and December 31, 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 and issued 3,500 shares of Series B Preferred Stock, par value $0.001 per share, to an institutional accredited investor at a purchase price of $910 per share. The aggregate purchase price received by the Company was $2,635,000, net of issuance costs of $550,000.

During the first and second quarters of 2026, the holder of the Series B Preferred Stock elected to convert all outstanding shares of Series B Preferred Stock into shares of the Company’s Common Stock at an average conversion price of $0.33 per share, resulting in the issuance of 12,088,869 shares of Common Stock. Following the Company’s 1-for-30 reverse stock split effected on July 6, 2026, the conversion represents 402,963 shares of Common Stock issued at an adjusted conversion price of $9.90 per share. Upon conversion, the carrying value of the Series B Preferred Stock of $2,501,893 was reclassified to Common Stock and additional paid-in capital. As of June 30, 2026, no shares of Series B Preferred Stock remained outstanding, and all associated rights and preferences had been terminated.

Note 14 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 June 30, 2026,89,654 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 June 30, 2026, the Company had outstanding warrants issued to officers, directors, and employees to purchase shares of Common Stock.

Nonemployee Advisory Compensation

In connection with the Strategic Advisory Agreement (the “Advisory Agreement”) described in Note 18, the Company is obligated to issue $50,000 of restricted common stock to Phoenix MGMT & Consulting LLC (“Phoenix”) per quarter, with the number of shares determined based on the five-day volume-weighted average price (“VWAP”) of the Company's common stock, issued within 10 business days following the end of each quarter. The Company determined that this award is classified as a liability in accordance with ASC 718, Share-Based Compensation (“ASC 718”), because the award is settled in a variable number of shares with a fixed monetary value. The award is remeasured at fair value at each reporting date, with changes in fair value recognized in general and administrative expenses in the unaudited condensed consolidated statements of operations, until the award is settled through the issuance of shares. The requisite service period for each quarterly award corresponds to the quarter to which the award relates.

Under the Advisory Agreement, Phoenix is also entitled to a transaction fee equal to 5% of the value of certain qualifying strategic transactions consummated during the term, payable 50% in cash and 50% in shares of common stock valued based on the five-day VWAP preceding the closing of the applicable transaction. Consistent with the fixed-monetary-value mechanics described above, the stock-settled portion of any such fee, if and when recognized, will be classified as a liability under ASC 718. As of June 30, 2026, no transaction fee had been earned, as no qualifying transaction had been introduced, structured, materially advanced, or consummated during the period.

On April 15, 2026, the Company granted 92,333 shares of its common stock to certain employees under the Company's 2018 Plan as compensation for services rendered.

Note 15 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 valuation allowance as of June 30, 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 16 RELATED PARTY BALANCES AND TRANSACTIONS

The balance due to related parties was as following:

Note:

Note 17 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. Basic and diluted weighted average shares outstanding for the three and six months ended June 30, 2026 and 2025 have been retroactively adjusted to reflect the 1-for-30 reverse stock split effected on July 6, 2026. See Note 21.

Note 18 COMMITMENTS AND CONTINGENCIES

Strategic Advisory Agreement

On May 18, 2026, the Company entered into the Advisory Agreement with Phoenix, pursuant to which Phoenix provides non-exclusive strategic advisory and execution support services to the Company. The initial term is 90 days, subject to extension by mutual written agreement. Either party may terminate the agreement upon 15 days' written notice following an uncured material breach by the other party.

Under the Advisory Agreement, the Company is obligated to pay Phoenix an initial retainer of $150,000 for the first 30 days, followed by $50,000 per month thereafter, plus $50,000 of restricted common stock per quarter, valued based on the five-day volume-weighted average price prior to issuance. During the three and six months ended June 30, 2026, the Company incurred $150,000 of cash advisory fees and issued 0 shares of restricted common stock. As of June 30, 2026, the Company's remaining minimum unconditional cash commitment under the Advisory Agreement was approximately $10,000.

In addition, the Company has agreed to pay Phoenix a transaction fee equal to 5% of the value of any merger, acquisition, joint venture, or similar transaction consummated during the term that Phoenix introduces, structures, or materially advances, payable 50% in cash and 50% in common stock. No such transaction fee had been earned or was payable as of June 30, 2026, as no qualifying transaction had been introduced or consummated during the period.

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 six months ended June 30, 2026 and 2025, the Company recognized $6,508 lease expense in operating expenses. The total future minimum lease payment under non-cancellable short-term leases as of June 30, 2026 is $19,525.

Capital commitments

As of June 30, 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 June 30, 2026.

Note 19 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 $2,418 and $4,507 for the three months and six months ended June 30, 2025, respectively.

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:

The following table summarizes revenue disaggregated by primary geographical market based on destination of shipment for products:

Note 20 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 June 30, 2026 and December 31, 2025, unpaid preferred dividends totaled $70,312 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 21 SUBSEQUENT EVENT

Reverse Stock Split

On June 25, 2026, the Company's Board of Directors approved the Reverse Stock Split, pursuant to stockholder authorization obtained at the Company's annual meeting held on January 12, 2026. The Reverse Stock Split became effective on July 6, 2026, at which time every 30 shares of common stock issued and outstanding were automatically combined into one share, without any change in par value. Immediately prior to the Reverse Stock Split, the Company had 46,806,289 shares of common stock issued and outstanding, which were reduced to 1,560,210 shares. No fractional shares were issued; holders otherwise entitled to a fractional share received a cash payment in lieu thereof. Proportionate adjustments were made to the exercise prices and number of shares issuable under all outstanding stock options, warrants, and restricted stock units, as well as shares reserved under the Company's equity incentive plans. The Reverse Stock Split was undertaken to enable the Company to satisfy the minimum bid price requirement for continued listing on The Nasdaq Capital Market.

In accordance with ASC 260, Earnings Per Share, all share and per-share amounts presented in these unaudited condensed consolidated financial statements and accompanying notes for all periods presented have been retroactively adjusted to reflect the Reverse Stock Split.

Letter of Intent with INERGX Energy Optimisation Ltd.

On July 6, 2026, the Company entered into a non-binding letter of intent (the "LOI") with INERGX Energy Optimisation Ltd ("INERGX"), a company incorporated in England and Wales, regarding the Company's proposed acquisition of up to 9.99% of the issued and outstanding equity interests of INERGX (the "Proposed Transaction"). The Proposed Transaction may be structured as a stock purchase, share exchange, contribution, recapitalization, or other mutually agreed structure, with consideration consisting of a combination of cash and shares of the Company's common stock in proportions to be determined in definitive documentation. Valuation assumptions under the LOI remain preliminary and subject to the Company's due diligence review, and no purchase price or other economic term will be final unless and until set forth in a definitive agreement. Consummation of the Proposed Transaction remains subject to, among other things, completion of due diligence, negotiation and execution of a definitive acquisition agreement, and receipt of any required board, regulatory, third-party, and stockholder approvals. The LOI does not obligate either party to consummate the Proposed Transaction and terminates upon the earliest of execution of a definitive agreement, mutual written agreement, 30 days' prior written notice by either party, or the 90th day following the date of the LOI. There can be no assurance that the parties will enter into a definitive agreement or that the Proposed Transaction will be consummated on the terms described herein or at all. Because the LOI does not obligate the parties to consummate the transaction and its economic terms remain preliminary, the Company has not recognized any financial statement impact related to the LOI as of the date these financial statements were available to be issued.