UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ____________ to ____________

Commission File Number 001-34260

ENLIGHTIFY, INC.

(Exact name of registrant as specified in its charter)

Nevada		36-3526027
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

3rd floor, Borough A, Block A. No. 181, South Taibai

Road, Xi’an, Shaanxi province, PRC 710065

(Address of principal executive offices) (Zip Code)

+86-29-88266368

(Issuer’s telephone number, including area code)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ENFY		NYSE

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 14,447,558 shares of common stock, $0.001 par value, as of February 24, 2025.

TABLE OF CONTENTS

		Page Number
PART I	FINANCIAL INFORMATION	1

Item 1.	Financial Statements (unaudited)	1

	Condensed Consolidated Balance Sheets as of December 31, 2024 and June 30, 2024	1

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months and Six Months Ended December 31, 2024 and 2023	2

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2024 and 2023	3

	Notes to Condensed Consolidated Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	33

PART II	OTHER INFORMATION	34

Item 6.	Exhibits	34

Signatures		35

Exhibits/Certifications		36

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. You can identify such forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements may include, among other things, statements relating to:

●

our expectations regarding the market for our products and services;

●

our expectations regarding the continued growth of our industry;

●

our beliefs regarding the competitiveness of our products;

●

our expectations regarding the expansion of our manufacturing capacity;

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our expectations with respect to increased revenue growth and our ability to maintain profitability resulting from increases in our production volumes;

●

our future business development, results of operations and financial condition;

●

competition from other fertilizer and plant producers;

●

the loss of any member of our management team;

●

our ability to integrate acquired subsidiaries and operations into existing operations;

●

market conditions affecting our equity capital;

●

our ability to successfully implement our selective acquisition strategy;

●

changes in general economic conditions;

●

changes in accounting rules or the application of such rules;

●

any failure to comply with the periodic filing and other requirements of The New York Stock Exchange, or NYSE, for continued listing,

●

any failure to identify and remediate the material weaknesses or other deficiencies in our internal control and disclosure control over financial reporting;

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report, or that we filed as exhibits to this report, in their entirety and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ENLIGHTIFY, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	December 31, 2024			June 30, 2024
ASSETS
Current assets
Cash and cash equivalents	$	49,141,355		$	58,772,587
Digital assets		-			53,693
Accounts receivable, net		19,602,790			16,493,068
Inventories, net		33,633,192			37,826,456
Advances to suppliers, net		15,847,119			12,110,034
Other current assets		2,259,884			2,430,052
Total current assets		120,484,340			127,685,890

Non-current assets
Plant, property and equipment, net		12,951,727			14,021,292
Intangible assets, net		13,157,553			13,313,157
Other non-current assets		15,837,407			8,226,344
Total non-current assets		41,946,687			35,560,793

Total assets	$	162,431,027		$	163,246,683

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	1,549,445		$	1,685,725
Customer deposits		7,587,599			4,937,207
Accrued expenses and other payables		15,991,442			14,909,843
Amount due to related parties		5,507,667			5,511,053
Taxes payable		26,740,152			26,781,175
Short term loans		5,360,614			7,466,250
Total current liabilities		62,736,919			61,291,253

Long-term liabilities
Long-term loans		7,143,374			1,856,250
Total non-current liabilities		7,143,374			1,856,250
Total liabilities	$	69,880,293		$	63,147,503

Commitments and contingencies		-			-

Stockholders’ equity
Preferred Stock, $.001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding as of December 31, 2024 and June 30, 2024, respectively		-			-
Common stock, $.001 par value, 115,197,165 shares authorized, 14,793,538 and 14,793,538 shares issued and outstanding as of December 31, 2024 and June 30, 2024, respectively		14,794			14,794
Additional paid-in capital		244,825,844			244,825,844
Statutory reserve		26,759,968			26,728,079
Retained earnings		(151,925,764	)		(144,919,001	)
Accumulated other comprehensive loss		(27,124,108	)		(26,550,536	)
Total stockholders’ equity		92,550,734			100,099,180

Total liabilities and stockholders’ equity	$	162,431,027		$	163,246,683

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ENLIGHTIFY, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS

(UNAUDITED)

	Three Months Ended December 31,						Six Months Ended December 31,
	2024			2023			2024			2023
Sales
Jinong	$	6,163,723		$	6,811,640		$	13,585,381		$	16,100,398
Gufeng		5,753,312			8,209,157			13,192,854			18,630,431
Yuxing		2,412,651			2,452,187			4,753,095			4,794,903
Antaeus		18,452			327,130			181,746			672,244
Net sales		14,348,138			17,800,114			31,713,076			40,197,976
Cost of goods sold
Jinong		3,855,063			4,982,284			8,583,950			11,588,897
Gufeng		5,044,683			7,198,290			11,551,816			16,193,611
Yuxing		1,967,551			2,042,241			3,908,189			3,919,768
Antaeus		14,062			248,812			215,773			517,359
Cost of goods sold		10,881,359			14,471,627			24,259,728			32,219,635
Gross profit		3,466,779			3,328,487			7,453,348			7,978,341
Operating expenses
Selling expenses		1,817,206			1,770,860			3,741,634			3,650,014
General and administrative expenses		6,442,440			6,947,810			10,269,344			11,504,417
Change in fair value of Bitcoin		(262	)		-			-			-
Total operating expenses		8,259,384			8,718,670			14,010,978			15,154,431
Loss from operations		(4,792,605	)		(5,390,183	)		(6,557,630	)		(7,176,090	)
Other (expense) income
Other (expense) income		(268,594	)		30,926			(319,216	)		40,709
Interest income		39,346			51,125			78,872			106,197
Interest expense		(121,189	)		(73,813	)		(226,172	)		(141,367	)
Total other (expense) income		(350,437	)		8,238			(466,516	)		5,539
Loss before income taxes		(5,143,043	)		(5,381,945	)		(7,024,146	)		(7,170,551	)
Provision for income taxes		(10,393	)		(11,942	)		(49,272	)		(16,355	)
Net loss		(5,132,650	)		(5,370,003	)		(6,974,874	)		(7,154,196	)

Other comprehensive loss
Foreign currency translation (loss) gain		(5,314,813	)		4,705,400			(573,572	)		3,869,023
Comprehensive loss	$	(10,447,463	)	$	(664,603	)	$	(7,548,446	)	$	(3,285,173	)

Basic weighted average shares outstanding		14,793,538			13,380,914			14,793,538			13,380,914
Basic net loss per share	$	(0.35	)	$	(0.40	)	$	(0.47	)	$	(0.53	)

Diluted weighted average shares outstanding		14,793,538			13,380,914			14,793,538			13,380,914
Diluted net loss per share	$	(0.35	)	$	(0.40	)	$	(0.47	)	$	(0.53	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ENLIGHTIFY, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended December 31,
	2024			2023
Cash flows from operating activities
Net loss	$	(6,974,874	)	$	(7,154,196	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization		1,325,454			1,342,287
Provision for losses on accounts receivable		5,418,948			2,653,360
Gain (Loss) on disposal of property, plant and equipment		68,041			-
Inventories impairment		2,144,297			4,017,664
Changes in operating assets
Digital assets		53,693			165,942
Accounts receivable		(8,639,122	)		(6,702,559	)
Amount due from related parties		-			27,707
Other current assets		165,213			202,270
Inventories		1,989,082			3,877,331
Advances to suppliers		(3,842,089	)		(2,242,010	)
Other assets		938,664			932,385
Deferred tax assets		(49,272	)		(16,355	)
Changes in operating liabilities
Accounts payable		(133,422	)		(545,901	)
Customer deposits		2,712,825			(213,643	)
Amount due to related parties		-			(1,000	)
Tax payables		(49,474	)		(160,178	)
Accrued expenses and other payables		1,093,772			1,750,222
Net cash used in operating activities		(3,778,264	)		(2,066,674	)
Cash flows from investing activities
Purchase of plant, property, and equipment		(245,048	)		(1,607,163	)
Long-term equity investment		(8,495,862	)		-
Net cash used in investing activities		(8,740,910	)		(1,607,163	)

Cash flows from financing activities
Proceeds from loans		7,107,895			2,770,707
Repayment of loans		(3,839,657	)		(1,579,303	)
Advance from related party		-			191,000
Net cash provided by financing activities		3,268,238			1,382,404

Effect of exchange rate change on cash and cash equivalents		(3,80,296	)		1,551,981
Net decrease in cash and cash equivalents		(9,631,232	)		(739,452	)

Cash and cash equivalents, beginning balance		58,772,587			71,142,188
Cash and cash equivalents, ending balance	$	49,141,355		$	70,402,736

Supplement disclosure of cash flow information
Interest expense paid	$	226,172		$	141,367
Income taxes paid	$	144,165		$	164,822

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ENLIGHTIFY, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Enlightify, Inc. a Nevada corporation (the “Company”, “Parent Company” or “Green Nevada”, formerly known as “China Green Agriculture Inc.”), through its subsidiaries, is engaged in the research, development, production, distribution and sale of humic acid-based compound fertilizer, compound fertilizer, blended fertilizer, organic compound fertilizer, slow-release fertilizers, highly concentrated water-soluble fertilizers and mixed organic-inorganic compound fertilizer and the development, production, and distribution of agricultural products.

Unless the context indicates otherwise, as used in this Report, the following are the references herein of all the subsidiaries of the Company (i) Green Agriculture Holding Corporation (“Green New Jersey”), a wholly-owned subsidiary of Green Nevada, incorporated in the State of New Jersey; (ii) Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (“Jinong”), a wholly-owned subsidiary of Green New Jersey organized under the laws of the PRC; (iii) Xi’an Hu County Yuxing Agriculture Technology Development Co., Ltd. (“Yuxing”), a Variable Interest Entity (“VIE”) in the in the PRC controlled by Jinong through a series of contractual agreements; (iv) Beijing Gufeng Chemical Products Co., Ltd., a wholly-owned subsidiary of Jinong in the PRC (“Gufeng”), (v) Beijing Tianjuyuan Fertilizer Co., Ltd., Gufeng’s wholly-owned subsidiary in the PRC (“Tianjuyuan”), and (vi) Antaeus Tech, Inc. (“Antaeus”), a wholly-owned subsidiary of Green Nevada incorporated in the State of Delaware.

On June 30, 2016 the Company, through its wholly-owned subsidiary Jinong, entered into strategic acquisition agreements and a series of contractual agreements with the shareholders of the following six companies that are organized under the laws of the PRC and would be deemed VIEs: Shaanxi Lishijie Agrochemical Co., Ltd. (“Lishijie”), Songyuan Jinyangguang Sannong Service Co., Ltd. (“Jinyangguang”), Shenqiu County Zhenbai Agriculture Co., Ltd. (“Zhenbai”), Weinan City Linwei District Wangtian Agricultural Materials Co., Ltd. (“Wangtian”), Aksu Xindeguo Agricultural Materials Co., Ltd. (“Xindeguo”), and Xinjiang Xinyulei Eco-agriculture Science and Technology co., Ltd. (“Xinyulei”). On January 1, 2017, the Company, through its wholly owned subsidiary Jinong, entered into strategic acquisition agreements and a series of contractual agreements with the shareholders of the following two companies that are organized under the laws of the PRC and would be deemed VIEs, Sunwu County Xiangrong Agricultural Materials Co., Ltd. (“Xiangrong”), and Anhui Fengnong Seed Co., Ltd. (“Fengnong”).

On November 30, 2017, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Zhenbai.

On June 2, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Xindeguo, Xinyulei and Xiangrong.

On December 1, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Lishijie.

On December 31, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Fengnong.

On March 31, 2022, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Jinyangguang and Wangtian.

On December 27, 2023, the Company entered into a Stock Purchase Agreement with Zhibiao Pan for the purchase by the Company from Zhibiao Pan of all of the outstanding stock of Lonestar Dream, Inc., a Delaware corporation (“Lonestar”). Zhibiao Pan served as the Co-Chief Executive Officer of the Company from August 2022 to November 2024, and is the sole shareholder of Lonestar. The acquisition is currently ongoing.

Our current corporate structure is set forth in the following diagram:

NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principle of consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Green New Jersey, Jinong, Gufeng, Tianjuyuan, Yuxing and Antaeus. All significant inter-company accounts and transactions have been eliminated in consolidation.

Effective June 16, 2013, Yuxing was converted from being a wholly owned foreign enterprise 100% owned by Jinong to a domestic enterprise 100% owned one natural person, who is not affiliated to the Company (“Yuxing’s Owner”). Effective the same day, Yuxing’s Owner entered into a series of contractual agreements with Jinong pursuant to which Yuxing became a VIE associated with Jinong.

VIE assessment

A VIE is an entity (1) that has total equity at risk that is not sufficient to finance its activities without additional subordinated financial support from other entities, (2) where the group of equity holders does not have the power to direct the activities of the entity that most significantly impact the entity’s economic performance, or the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual returns, or both, or (3) where the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. In order to determine if an entity is considered a VIE, the Company first performs a qualitative analysis, which requires certain subjective decisions regarding its assessments, including, but not limited to, the design of the entity, the variability that the entity was designed to create and pass along to its interest holders, the rights of the parties, and the purpose of the arrangement. If the Company cannot conclude after a qualitative analysis whether an entity is a VIE, it performs a quantitative analysis. The qualitative analysis considered the design of the entity, the risks that cause variability, the purpose for which the entity was created, and the variability that the entity was designed to pass along to its variable interest holders. When the primary beneficiary could not be identified through a qualitative analysis, we used internal cash flow models to compute and allocate expected losses or expected residual returns to each variable interest holder based upon the relative contractual rights and preferences of each interest holder in the VIE’s capital structure.

Use of estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America 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 consolidated financial statements and the amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment.

Leases

The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease right-of-use assets and lease liabilities are recognized at commencement based on the present value of lease payments over the lease term. As the implicit rate is typically not readily determinable in the Company’s lease agreements, the Company uses its incremental borrowing rate as of the lease commencement date to determine the present value of the lease payments. The incremental borrowing rate is based on the Company’s specific rate of interest to borrow on a collateralized basis, over a similar term and in a similar economic environment as the lease. Lease expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recognized on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Additionally, the Company accounts for lease and non-lease components as a single lease component for its identified asset classes. As of December 31, 2024, the Company does not have any material leases for the implementation of ASC 842.

Cash and cash equivalents and concentration of cash

For statement of cash flows purposes, the Company considers all cash on hand and in banks, certificates of deposit with state owned banks in the PRC and banks in the United States, and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. The Company maintains large sums of cash in three major banks in China. The aggregate cash in such accounts and on hand as of December 31, 2024 and June 30, 2024 were $49,135,867 and $58,433,626, respectively. There is no insurance securing these deposits in China. In addition, the Company also had $5,488 and $338,961 in cash in three banks in the United States as of December 31, 2024 and June 30, 2024, respectively. Cash overdraft as of balance sheet date will be reflected as liabilities in the balance sheet. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

Digital assets

Digital assets are included in current assets in the condensed consolidated balance sheets. Digital assets are accounted for as indefinite-lived intangible assets, and are initially measured in accordance with FASB Accounting Standards Codification (“ASC”) Topic 350 – Intangibles-Goodwill and Other. The Company measures gains or losses on the disposition of digital assets in accordance with the first-in-first-out (“FIFO”) method of accounting.

Digital assets are not amortized, but are assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived intangible asset is impaired. Whenever the exchange-traded price of digital assets declines below its carrying value, the Company has determined that an impairment exists and records an impairment equal to the amount by which the carrying value exceeds the fair value.

As of December 31, 2024, and June 30, 2024, the Company held Bitcoin as digital assets with amount of $0 and $53,693 respectively. Bitcoin is classified on our balance sheet as a current asset due to the Company’s ability to sell it in a highly liquid marketplace and its intent to liquidate its Bitcoin to support operations when needed.

Accounts receivable

Management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves at each year-end. Accounts considered uncollectible are provisioned for /written off based upon management’s assessment. As of December 31, 2024, and June 30, 2024, the Company had accounts receivable of $19,602,790 and $16,493,068, net of allowance for doubtful accounts of $26,534,880 and $22,741,696, respectively. The Company recorded bad debt expense in the amount of $5.4 million and $2.7 million for the six months ended December 31, 2024 and 2023, respectively. The Company adopts no policy to accept product returns after the sales delivery.

Inventories

Inventory is valued at the lower of cost (determined on a weighted average basis) or market. Inventories consist of raw materials, work in process, finished goods and packaging materials. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary. As of December 31, 2024, and 2023, the Company had no reserve for obsolete goods. The Company confirmed the loss of $2.1 million and $4.0 million of inventories for the six months ended December 31, 2024 and 2023, respectively.

Intangible Assets

The Company records intangible assets acquired individually or as part of a group at fair value. Intangible assets with definitive lives are amortized over the useful life of the intangible asset, which is the period over which the asset is expected to contribute directly or indirectly to the entity’s future cash flows. The Company evaluates intangible assets for impairment at least annually and more often whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company has not recorded impairment of intangible assets as of December 31, 2024 and 2023, respectively.

Customer deposits

Payments received before all the relevant criteria for revenue recognition are satisfied are recorded as customer deposits. When all revenue recognition criteria are met, the customer deposits are recognized as revenue. As of December 31, 2024, and June 30, 2024, the Company had customer deposits of $7,587,599 and $4,937,207, respectively.

Earnings per share

Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and stock awards.

The components of basic and diluted earnings per share consist of the following:

	Three Months Ended
	December 31,
	2024			2023
Net Loss for Basic Earnings Per Share	$	(5,132,650	)	$	(5,370,003	)
Basic Weighted Average Number of Shares		14,793,538			13,380,914
Net Loss Per Share – Basic	$	(0.35	)	$	(0.40	)
Net Loss for Diluted Earnings Per Share	$	(5,132,650	)	$	(5,370,003	)
Diluted Weighted Average Number of Shares		14,793,538			13,380,914
Net Loss Per Share – Diluted	$	(0.35	)	$	(0.40	)

	Six Months Ended
	December 31,
	2024			2023
Net Loss for Basic Earnings Per Share	$	(6,974,874	)	$	(7,154,196	)
Basic Weighted Average Number of Shares		14,793,538			13,380,914
Net Loss Per Share – Basic	$	(0.47	)	$	(0.53	)
Net Loss for Diluted Earnings Per Share	$	(6,974,874	)	$	(7,154,196	)
Diluted Weighted Average Number of Shares		14,793,538			13,380,914
Net Loss Per Share – Diluted	$	(0.47	)	$	(0.53	)

Recent accounting pronouncements

The Company has evaluated all recently issued accounting pronouncements and does not believe any such pronouncements currently have, and does not expect such pronouncements to have, a material impact on the Condensed Consolidated Financial Statements on a prospective basis.

In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which establishes accounting guidance for crypto assets meeting certain criteria. Bitcoin meets these criteria. The amendments require crypto assets meeting the criteria to be recognized at fair value with changes recognized in net income each reporting period. Upon adoption, a cumulative-effect adjustment is made to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. ASU 2023-08 is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the updated guidance to have a material impact on its disclosures.

NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared assuming that the Company will continue as a going concern. The Company has incurred operating losses and had negative operating cash flows during the reporting period from July 1, 2024 through December 31, 2024 and may continue to incur operating losses and generate negative cash flows as the Company implements its future business plan. If the situation exists, there could be substantial doubt about the Company’s ability to continue as going concern.

The ability of the Company to continue as a going concern depends upon whether the Company can successfully execute its business strategies to recover from loss and eventually attain profitable operations.

The accompanying financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as going concern.

NOTE 4 – INVENTORIES

Inventories consisted of the following:

	December 31,		June 30,
	2024		2024
Raw materials	$	3,257,555	$	8,127,043
Supplies and packing materials	$	588,120	$	995,692
Work in progress	$	169,528	$	170,345
Finished goods	$	29,617,989	$	28,533,376
Total	$	33,633,192	$	37,826,456

The Company confirmed the loss of $2.1 million and $4.0 million of inventories for the six months ended December 31, 2024 and 2023, respectively.

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

	December 31,			June 30,
	2024			2024
Building and improvements	$	36,800,044		$	36,999,854
Auto		2,747,462			2,711,245
Machinery and equipment		18,147,326			18,713,182
Others		-			1,502,600
Total property, plant and equipment		57,694,831			59,926,881
Less: accumulated depreciation		(44,743,104	)		(44,087,598	)
Less: impairment		-			(1,817,991	)
Total	$	12,951,727		$	14,021,292

For the six months ended December 31, 2024, total depreciation expense was $1,325,454, decreased $16,833, or 1.3%, from $1,342,287 for the six months ended December 31, 2023.

NOTE 6 – INTANGIBLE ASSETS AND DIGITAL ASSETS

Intangible assets consisted of the following:

	December 31,		June 30,
	2024		2024
Land use rights, net	$	7,488,399	$	7,624,558
Trademarks		5,669,154		5,688,599
Total	$	13,157,553	$	13,313,157

LAND USE RIGHT

On September 25, 2009, Yuxing was granted a land use right for approximately 88 acres (353,000 square meters or 3.8 million square feet) by the People’s Government and Land & Resources Bureau of Hu County, Xi’an, Shaanxi Province. The fair value of the related intangible asset was determined to be the respective cost of RMB73,184,895 (or $10,028,526). The intangible asset is being amortized over the grant period of 50 years using the straight-line method.

On August 13, 2003, Tianjuyuan was granted a certificate of Land Use Right for a parcel of land of approximately 11 acres (42,726 square meters or 459,898 square feet) at Ping Gu District, Beijing. The purchase cost was recorded at RMB1,045,950 (or $143,327). The intangible asset is being amortized over the grant period of 50 years.

On August 16, 2001, Jinong received a land use right as a contribution from a shareholder, which was granted by the People’s Government and Land & Resources Bureau of Yangling District, Shaanxi Province. The fair value of the related intangible asset at the time of the contribution was determined to be RMB7,285,099 (or $998,277). The intangible asset is being amortized over the grant period of 50 years.

The Land Use Rights consisted of the following:

	December 31,			June 30,
	2024			2024
Land use rights	$	11,026,803		$	11,064,624
Less: accumulated amortization		(3,538,404	)		(3,440,066	)
Total land use rights, net	$	7,488,399		$	7,624,558

TRADEMARKS

On July 2, 2010, the Company acquired Gufeng and its wholly-owned subsidiary Tianjuyuan. The preliminary fair value of the acquired trademarks was estimated to be RMB41,371,630 (or $5,669,154) and is subject to an annual impairment test.

	December 31,			June 30,
	2024			2024
Trademarks	$	5,720,448		$	5,740,068
Less: accumulated amortization		(51,294	)		(51,469	)
Total trademarks, net	$	5,669,154		$	5,688,599

AMORTIZATION EXPENSE

Estimated amortization expenses of intangible assets for the next five twelve months periods ended December 31, are as follows:

Twelve Months Ended on December 31,	Expense ($)
2025		247,174
2026		222,121
2027		220,194
2028		220,194
2029		220,194

Digital assets

On March 13, 2023, the Company established Antaeus Tech Inc. (“Antaeus”) in the State of Delaware. In April 2023, Antaeus started to purchase digital assets mining machines and to mine Bitcoin in West Texas. As of December 31, 2024, and June 30, 2024, the Company held digital assets with amount of $0 and $53,693, respectively. The Company’s digital assets include Bitcoin only. Digital assets are classified on our balance sheet as current assets due to the Company’s ability to sell them in a highly liquid marketplace and its intent to liquidate its digital assets to support operations when needed.

The Company adopted ASU 2023-08, which requires entities to measure crypto assets at fair value with changes recognized in the Condensed Consolidated Statements of Operations each reporting period. As of December 31, 2024, the Company did not hold any digital assets.

The following table presents a roll-forward of total digital assets (including digital assets, restricted) for the six months ended December 31, 2024, based on the fair value model under ASU 2023-08:

	Fair Value
Beginning balance: digital assets at June 30, 2024	$	53,693
Addition of digital assets, mining proceeds		181,377
Addition of digital assets, other		-
Disposition of digital assets		(245,607	)
Realized gain (loss) on digital assets		10,536
Unrealized gain (loss) on digital assets		-
Digital assets at December 31, 2024	$	-

For the six months ended December 31, 2024, the Company acquired $181,377 of digital assets through mining activities and disposed of $245,607 digital assets through the sale of digital assets. For the six months ended December 31, 2024, the Company realized total gains on digital assets of $10,536.

NOTE 7 – OTHER NON-CURRENT ASSETS

Other non-current assets mainly include advance payments related to leasing land for use by the Company. As of December 31, 2024, the balance of other non-current assets was $15,837,407. Among them, $12,945,862 was long-term equity investment, and $2,333,802 was the lease fee advances for agriculture lands that the Company engaged in Shiquan County from 2026 to 2027.

In March 2017, Jinong entered into a lease agreement for approximately 3,400 mu, and 2600-hectare agriculture lands in Shiquan County, Shaanxi Province. The lease was from April 2017 and was renewable for every ten-year period up to 2066. The aggregate leasing fee was approximately RMB 13 million per annum, The Company had made 10-year advances of leasing fee per lease terms. The Company has amortized $0.9 million and $0.9 million as expenses for the six months ended December 31, 2024 and 2023, respectively.

Estimated amortization expenses of the lease advance payments for the next four twelve-month periods ended December 31 and thereafter are as follows:

Twelve months ending December 31,
2025	$	1,839,628
2026	$	1,839,628
2027	$	494,175

NOTE 8 – ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables consisted of the following:

	December 31,		June 30,
	2024		2024
Payroll and welfare payable	$	163,684	$	164,245
Accrued expenses		11,380,546		10,312,491
Other payables		4,332,290		4,317,791
Other levy payable		114,922		115,316
Total	$	15,991,442	$	14,909,843

NOTE 9 – AMOUNT DUE TO RELATED PARTIES

At the end of December 2015, Yuxing entered into a sales agreement with the Company’s affiliate, 900LH.com Food Co., Ltd. (“900LH.com”, previously announced as Xi’an Gem Grain Co., Ltd) pursuant to which Yuxing is to supply various vegetables to 900LH.com for its incoming seasonal sales at the holidays and year ends (the “Sales Agreement”). The contingent contracted value of the Sales Agreement is RMB 25,500,000 (approximately $3,494,265). For the six months ended December 31, 2024 and 2023, Yuxing hadn’t sold any products to 900LH.com.

The amount due from 900LH.com to Yuxing was $0 as of December 31, 2024 and June 30, 2024.

As of December 31, 2024, and June 30, 2024, the amount due to related parties was $5,507,667 and $5,511,053, respectively. As of December 31, 2024, and June 30, 2024, $959,210 and $962,500, respectively were amounts that Gufeng borrowed from a related party, Xi’an Techteam Science& Technology Industry (Group) Co. Ltd., a company controlled by Mr. Zhuoyu Li, Chairman and CEO of the Company, representing unsecured, non-interest-bearing loans that are due on demand. These loans are not subject to written agreements. As of December 31, 2024, and June 30, 2024, $2,336,693 and $2,336,693, respectively were advances from Mr. Zhuoyu Li, Chairman and CEO of the Company. The advances were unsecured and non-interest-bearing.

As of December 31, 2024, and June 30, 2024, the Company’s subsidiary, Jinong, owed nothing to 900LH.com.

On July 1, 2024, Jinong renewed the office lease with Kingtone Information Technology Co., Ltd. (“Kingtone Information”), of which Mr. Zhuoyu Li, Chairman and CEO of the Company, served as Chairman. Pursuant to the lease, Jinong rented 612 square meters (approximately 6,588 square feet) of office space from Kingtone Information. The lease provides for a two-year term effective as of July 1, 2024 with monthly rent of RMB28,000 (approximately $3,837).

NOTE 10 – LOAN PAYABLES

As of December 31, 2024, the short-term and long-term loan payables consisted of ten loans which mature on dates ranging from June 24, 2025 through June 13, 2027 with interest rates ranging from 3.55% to 5.00%. No. 1 to 2 below were collateralized by Tianjuyuan’s land use right and building ownership right, and guaranteed by the cash deposit. No. 3 and 4 were guaranteed by Jinong. No.5 was collateralized by Kingtone Information’ building ownership right. No. 6 to 8 below were collateralized by Jinong’s land use right and building ownership right. No. 9 to 10 were collateralized by Kingtone Information’ building ownership right, and guaranteed by the legal representative.

No.	Payee	Loan period per agreement	Interest Rate			December 31, 2024
1	Beijing Bank -Pinggu Branch	June 28, 2024-June 27, 2025		3.95	%		1,233,270
2	Beijing Bank -Pinggu Branch	July 31, 2024-June 27, 2025		3.95	%		137,030
3	Huaxia Bank -HuaiRou Branch	June 28, 2024-June 28, 2025		3.65	%		1,370,300
4	Pinggu New Village Bank	June 28, 2024-June 27, 2025		5.00	%		959,210
5	Industrial Bank Co. Ltd	July 5, 2024-July 4, 2026		3.55	%		438,496
6	Industrial Bank Co. Ltd	August 21, 2024-June 24, 2025		3.55	%		931,804
7	Xi’an Bank Co. Ltd	September 26, 2024-September 25, 2026		3.70	%		1,370,300
8	Xi’an Bank Co. Ltd	September 26, 2024-September 25, 2026		3.70	%		1,370,300
9	Chang’An Bank	June 14, 2024-June 13, 2027		4.00	%		1,952,678
10	Qinnong Bank	August 5, 2024-August 4, 2026		3.80	%		2,740,600
	Total					$	12,503,988

The interest expense from loans was $226,172 and $141,367 for the six months ended December 31, 2024 and 2023, respectively.

NOTE 11 – TAXES PAYABLE

Enterprise Income Tax

Effective January 1, 2008, the Enterprise Income Tax (“EIT”) law of the PRC replaced the tax laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises (“FIEs”). The EIT rate of 25% replaced the 33% rate that was applicable to both DEs and FIEs. The two-year tax exemption and three-year 50% tax reduction tax holiday for production-oriented FIEs was eliminated. Since January 1, 2008, Jinong became subject to income tax in China at a rate of 15% as a high-tech company, because of the expiration of its tax exemption on December 31, 2007. Accordingly, it made no provision for income taxes for the six-month period ended December 31, 2024 and 2023.

Value-Added Tax

All the Company’s fertilizer products that are produced and sold in the PRC were subject to a Chinese Value-Added Tax (VAT) of 9% of the gross sales price. On April 29, 2008, the PRC State of Administration of Taxation (SAT) released Notice #56, “Exemption of VAT for Organic Fertilizer Products”, which allows certain fertilizer products to be exempt from VAT beginning June 1, 2008. The Company submitted the application for exemption in May 2009, which was granted effective September 1, 2009, continuing through December 31, 2015. On August 10, 2015 and August 28, 2015, the SAT released Notice #90. “Reinstatement of VAT for Fertilizer Products”, and Notice #97, “Supplementary Reinstatement of VAT for Fertilizer Products”, which restore the VAT of 13% of the gross sales price on certain fertilizer products includes non-organic fertilizer products starting from September 1, 2015, but granted taxpayers a reduced rate of 3% from September 1, 2015 through June 30, 2016.

On April 28, 2017, the PRC State of Administration of Taxation (SAT) released Notice 2017 #37, “Notice on Policy of Reduced Value Added Tax Rate,” under which, effective July 1, 2017, all the Company’s fertilizer products that are produced and sold in the PRC are subject to a Chinese Value-Added Tax (VAT) of 11% of the gross sales price. The tax rate was reduced 2% from 13%.

On April 4, 2018, the PRC State of Administration of Taxation (SAT) released Notice 2018 #32, “Notice on Adjustment of VAT Tax Rate,” under which, effective May 1, 2018, all the Company’s fertilizer products that are produced and sold in the PRC are subject to a Chinese Value-Added Tax (VAT) of 10% of the gross sales price. The tax rate was reduced 1% from 11%.

On March 20, 2019, the PRC State of Administration of Taxation (SAT) released Notice 2019 #39, “Announcement on Policies Concerning Deepening the Reform of Value Added Tax,” under which, effective April 1, 2019, all the Company’s fertilizer products that are produced and sold in the PRC are subject to a Chinese Value-Added Tax (VAT) of 9% of the gross sales price. The tax rate was reduced 1% from 10%.

Income Taxes and Related Payables

	December 31,			June 30,
	2024			2024
VAT provision	$	(739,641	)	$	(692,476	)
Income tax payable		(2,120,486	)		(2,127,759	)
Other levies		589,744			590,875
Repatriation tax		29,010,535			29,010,535
Total	$	26,740,152		$	26,781,175

The provision for income taxes consists of the following:

	December 31,			December 31,
	2024			2023
Current tax - foreign	$	(49,272	)	$	(16,355	)
Deferred tax		-			-
Total	$	(49,272	)	$	(16,355	)

Significant components of deferred tax assets were as follows:

	December 31,			June 30,
	2024			2024
Deferred tax assets
Deferred tax benefit		32,743,069			32,804,190
Valuation allowance		(32,185,326	)		(32,295,719	)
Total deferred tax assets	$	557,743		$	508,471

Tax Rate Reconciliation

Our effective tax rates were approximately 0.7% and 0.2% for the six months ended December 31, 2024 and 2023, respectively. Substantially all the Company’s income before income taxes and related tax expense are from PRC sources. Actual income tax benefit reported in the consolidated statements of operations and comprehensive income (loss) differ from the amounts computed by applying the US statutory income tax rate of 21.0% to income before income taxes for the six months ended December 31, 2024 and 2023 for the following reasons:

December 31, 2024

	China 15% - 25%					United States 21%					Total
Pretax loss	$	(5,978,461	)				(1,045,685	)			$	(7,024,146	)

Expected income tax expense (benefit)		(1,494,615	)	25.0	%		(219,594	)	21.0	%		(1,714,209	)
High-tech income benefits on Jinong		-		-			-					-
Losses from subsidiaries in which no benefit is recognized		1,445,344		-24.2	%		-					1,445,344
Change in valuation allowance on deferred tax asset from US tax benefit		-		-			219,594		-21.0	%		219,594
Actual tax expense	$	(49,272	)	0.8	%		-		-		$	(49,272	)	0.7	%

December 31, 2023

	China 15% - 25%					United States 21%					Total
Pretax loss	$	(4,831,871	)				(2,338,679	)			$	(7,170,551	)

Expected income tax expense (benefit)		(1,207,968	)	25.0	%		(491,123	)	21.0	%		(1,699,090	)
High-tech income benefits on Jinong		-		-			-					-
Losses from subsidiaries in which no benefit is recognized		1,191,613		-24.7	%		-					1,191,613
Change in valuation allowance on deferred tax asset from US tax benefit		-		-			491,123		-21.0	%		491,123
Actual tax expense	$	(16,355	)	0.3	%		-		-		$	(16,355	)	0.2	%

NOTE 12 – STOCKHOLDERS’ EQUITY

Common Stock

There were no shares of common stock issued during the six months ended December 31, 2024 and December 31, 2023.

As of December 31, 2024, and June 30, 2024, there were 14,793,538 and 14,793,538 shares of common stock issued and outstanding, respectively.

Preferred Stock

Under the Company’s Articles of Incorporation, the Board has the authority, without further action by stockholders, to designate up to 20,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges, qualifications and restrictions granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may be greater than the rights of the common stock. If the Company sells preferred stock under its registration statement on Form S-3, it will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series in the certificate of designation relating to that series and will file the certificate of designation that describes the terms of the series of preferred stock the Company offers before the issuance of the related series of preferred stock.

As of December 31, 2024, the Company has 20,000,000 shares of preferred stock authorized, with a par value of $.001 per share, of which no shares are issued or outstanding.

NOTE 13 – CONCENTRATIONS AND LITIGATION

Market Concentration

The majority of the Company’s revenue-generating operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC’s economy.

The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among other things, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by, among other things, changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation.

Vendor and Customer Concentration

None of the vendors accounted for over 10% of the Company’s purchase of raw materials and supplies for the six months ended December 31, 2024 and 2023.

None of the customers accounted for over 10% of the Company’s sales for the six months ended December 31, 2024 and 2023.

Litigation

On May 28, 2024, an individual commenced a lawsuit in Texas state court against the Company and its former co-CEO, Mr. Zhibiao Pan. The individual alleges that the Company used funds he stored in cryptocurrency wallets operated by entities related to Mr. Pan to purchase cryptocurrency mining sites. The Company has moved to dismiss the lawsuit, which motion is pending.

There are no other actions, suits, proceedings, inquiries or investigations before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

NOTE 14 – SEGMENT REPORTING

As of December 31, 2024, the Company was organized into four main business segments based on location and product: Jinong (fertilizer production), Gufeng (fertilizer production), Yuxing (agricultural products production) and Antaeus (Bitcoin). Each of the four operating segments referenced above has separate and distinct general ledgers. The chief operating decision maker (“CODM”) receives financial information, including revenue, gross margin, operating income and net income produced from the various general ledger systems to make decisions about allocating resources and assessing performance; however, the principal measure of segment profitability or loss used by the CODM is net income by segment.

	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	December 31, 2024			December 31, 2023			December 31, 2024			December 31, 2023
Revenues from unaffiliated customers:
Jinong	$	6,163,722		$	6,811,640		$	13,585,381		$	16,100,398
Gufeng		5,753,312			8,209,157			13,192,854			18,630,431
Yuxing		2,412,652			2,452,187			4,753,095			4,794,903
Antaeus		18,452			327,130			181,746			672,244
Consolidated	$	14,348,138		$	17,800,114		$	31,713,076		$	40,197,976

Operating loss:
Jinong	$	(3,366,133	)	$	(360,423	)	$	(3,328,133	)	$	(505,546	)
Gufeng		(1,079,878	)		(1,873,590	)		(2,379,258	)		(3,093,472	)
Yuxing		186,443			(1,299,044	)		440,007			(1,144,362	)
Antaeus		(50,803	)		(63,521	)		(244,562	)		(94,017	)
Reconciling item (1)		(482,234	)		(1,793,605	)		(1,045,684	)		(2,338,693	)
Consolidated	$	(4,792,605	)	$	(5,390,183	)	$	(6,557,630	)	$	(7,176,090	)

Net loss:
Jinong	$	(3,312,811	)	$	(316,024	)	$	(3,332,453	)	$	(430,386	)
Gufeng		(1,401,526	)		(1,917,160	)		(2,737,225	)		(3,179,583	)
Yuxing		103,022			(1,298,291	)		325,845			(1,144,020	)
Antaeus		(39,098	)		(44,923	)		(185,355	)		(61,526	)
Reconciling item (1)		-			-			-			12
Reconciling item (2)		(482,236	)		(1,793,605	)		(1,045,685	)		(2,338,693	)

Consolidated	$	(5,132,650	)	$	(5,370,003	)	$	(6,974,874	)	$	(7,154,196	)

Depreciation and amortization:
Jinong	$	193,072		$	190,510		$	386,504		$	379,817
Gufeng		184,254			183,271			366,401			365,611
Yuxing		189,608			186,417			380,083			371,642
Antaeus		48,117			125,130			192,466			225,217
Consolidated	$	615,050		$	685,328		$	1,325,454		$	1,342,287

Interest expense:
Jinong	$	34,581		$	30,388		$	75,782		$	55,516
Gufeng		38,989			43,425			75,207			85,851
Yuxing		47,619			-			75,183			-
Antaeus		-			-			-			-
Consolidated	$	121,189		$	73,813		$	226,172		$	141,367

Capital expenditure:
Jinong	$	9,469		$	41,081		$	57,079		$	41,823
Gufeng		-			-			-			-
Yuxing		187,341			59,056			187,970			62,740
Antaeus		-			-			-			1,502,600
Consolidated	$	196,809		$	100,137		$	245,048		$	1,607,163

	As of
	December 31,		June 30,
	2024		2024
Identifiable assets:
Jinong	$	64,115,447	$	72,411,611
Gufeng		38,305,081		39,063,187
Yuxing		43,430,875		40,535,883
Antaeus		1,470,221		1,612,177
Reconciling item (1)		14,940,333		9,454,754
Reconciling item (2)		169,071		169,071
Consolidated	$	162,431,027	$	163,246,683

(1)

Reconciling amounts refer to the unallocated assets or expenses of Green New Jersey.

(2)

Reconciling amounts refer to the unallocated assets or expenses of the Parent Company.

NOTE 15 – COMMITMENTS AND CONTINGENCIES

We are subject to various claims and contingencies related to lawsuits, certain taxes and environmental matters, as wells commitments under contractual and other commercial obligations. We recognize liabilities for commitments and contingencies when a loss is probable and estimable.

In February 2004, Tianjuyuan signed a fifty-year rental agreement with the village committee of Dong Gao Village and Zhen Nan Zhang Dai Village in the Beijing Ping Gu District.

On April 1, 2024, Antaeus signed a one-year rental agreement for an office in Austin, Texas for approximately 404 square meters (4,348 square feet) space.

Accordingly, the Company recorded an aggregate of $27,553 and $28,328 as rent expenses from these committed property leases for the six-month periods ended December 31, 2024 and 2023, respectively. The contingent rent expenses herein for the next five twelve-month periods ended December 31, are as follows:

Years ending December 31,
2025	$	55,106
2026		55,106
2027		55,106
2028		55,106
2029		55,106

NOTE 16 – VARIABLE INTEREST ENTITIES

In accordance with accounting standards regarding consolidation of variable interest entities, VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. All VIEs with which a company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

Green Nevada through one of its subsidiaries, Jinong, entered into a series of agreements (the “VIE Agreements”) with Yuxing for it to qualify as a VIE, effective June 16, 2013.

The Company has concluded, based on the contractual arrangements, that Yuxing is a VIE and that the Company’s wholly owned subsidiary, Jinong, absorbs most of the risk of loss from the activities of Yuxing, thereby enabling the Company, through Jinong, to receive a majority of Yuxing expected residual returns.

On June 30, 2016 and January 1, 2017, the Company, through its wholly owned subsidiary Jinong, entered into strategic acquisition agreements and into a series of contractual agreements to qualify as VIEs with the shareholders of the sales VIE Companies.

Jinong, the sales VIE Companies, and the shareholders of the sales VIE Companies also entered into a series of contractual agreements for the sales VIE Companies to qualify as VIEs (the “VIE Agreements”).

On November 30, 2017, the Company, through its wholly owned subsidiary Jinong, exited the VIE agreements with the shareholders of Zhenbai.

As a result of these contractual arrangements, with Yuxing and the sales VIE Companies the Company is entitled to substantially all the economic benefits of Yuxing and the VIE Companies. The following financial statement amounts and balances of the VIE (Yuxing) was included in the accompanying consolidated financial statements as of December 31, 2024 and June 30, 2024:

	December 31,			June 30,
	2024			2024
ASSETS
Current assets
Cash and cash equivalents	$	545,600		$	668,213
Accounts receivable, net		485,230			451,599
Inventories		25,409,697			24,739,437
Inter co trans		4,659,363			2,062,500
Other current assets		114,053			98,636
Total current assets		31,213,943			28,020,385

Non-current assets
Plant, property and equipment, net		5,263,821			5,437,909
Intangible assets, net		6,953,111			7,077,589
Other non-current assets		-			-
Total non-current assets		12,216,932			12,515,498

Total assets	$	43,430,875		$	40,535,883

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	12,442		$	12,485
Customer deposits		30,182			19,609
Accrued expenses and other payables		208,523			201,229
Amount due to related parties		40,429,895			40,511,642
Short-term loan		479,605			206,250
Total current liabilities		41,160,647			40,951,215

Non-current liabilities
Long-term loan		4,213,673			1,856,250
Total non-current liabilities		4,213,673			1,856,250

Total liabilities	$	45,374,320		$	42,807,465

Stockholders’ equity		(1,943,445	)		(2,271,582	)

Total liabilities and stockholders’ equity	$	43,430,875		$	40,535,883

	Three Months Ended December 31,
	2024		2023
Revenue	$	2,412,651	$	2,452,187
Expenses		2,309,628		3,750,478
Net income (loss)	$	103,022	$	(1,298,291	)

	Six Months Ended December 31,
	2024		2023
Revenue	$	4,753,094	$	4,794,904
Expenses		4,427,249		5,938,924
Net income (loss)	$	325,845	$	(1,144,020	)

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those financial statements appearing elsewhere in this report. This discussion and analysis contain forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as the slow-down of the macro-economic environment in China and its impact on economic growth in general, the competition in the fertilizer industry and the impact of such competition on pricing, revenues and margins, the weather conditions in the areas where our customers are based, the cost of attracting and retaining highly skilled personnel, the prospects for future acquisitions, and the factors set forth elsewhere in this report, our actual results may differ materially from those anticipated in these forward-looking statements. With these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this report will in fact occur. You should not place undue reliance on the forward-looking statements contained in this report.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by U.S. federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Further, the information about our intentions contained in this report is a statement of our intention as of the date of this report and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, and our assumptions as of such date. We may change our intentions, at any time and without notice, based upon any changes in such factors, in our assumptions or otherwise.

Unless the context indicates otherwise, as used in the notes to the financial statements of the Company, the following are the references herein of all the subsidiaries of the Company (i) Green Agriculture Holding Corporation (“Green New Jersey”), a wholly-owned subsidiary of Green Nevada incorporated in the State of New Jersey; (ii) Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (“Jinong”), a wholly-owned subsidiary of Green New Jersey organized under the laws of the PRC; (iii) Xi’an Hu County Yuxing Agriculture Technology Development Co., Ltd. (“Yuxing”), a Variable Interest Entity in the PRC (“VIE”) controlled by Jinong through contractual agreements; (iv) Beijing Gufeng Chemical Products Co., Ltd., a wholly-owned subsidiary of Jinong in the PRC (“Gufeng”); (v) Beijing Tianjuyuan Fertilizer Co., Ltd., Gufeng’s wholly-owned subsidiary in the PRC (“Tianjuyuan”). Yuxing may also collectively be referred to as the “the VIE Company”, and (vi)Antaeus Tech, Inc. (“Antaeus”), a wholly-owned subsidiary of Green Nevada incorporated in the State of Delaware.

Unless the context otherwise requires, all references to (i) “PRC” and “China” are to the People’s Republic of China; (ii) “U.S. dollar,” “$” and “US$” are to United States dollars; and (iii) “RMB”, “Yuan” and Renminbi are to the currency of the PRC or China.

Overview

We are engaged in the research, development, production, and sale of various types of fertilizers, agricultural products and Bitcoin in the PRC and United State through our wholly owned Chinese subsidiaries, Jinong and Gufeng (including Gufeng’s subsidiary Tianjuyuan), Yuxing, a VIE associated with Jinong, and our wholly owned U.S. subsidiary Antaeus. Our primary business is fertilizer products, specifically humic-acid based compound fertilizer produced by Jinong and compound fertilizer, blended fertilizer, organic compound fertilizer, slow-release fertilizer, highly concentrated water-soluble fertilizer, and mixed organic-inorganic compound fertilizer produced by Gufeng. In addition, through Yuxing, we develop and produce various agricultural products, such as top-grade fruits, vegetables, flowers and colored seedlings. Besides, we engaged in the mining of digital assets Bitcoin through Antaeus. For financial reporting purposes, our operations are organized into four business segments: fertilizer products (Jinong), fertilizer products (Gufeng), agricultural products (Yuxing), and Bitcoin (Antaeus).

The fertilizer business conducted by Jinong and Gufeng generated approximately 84.4% and 86.4% of our total revenues for the six months ended December 31, 2024 and 2023, respectively. Yuxing generated 15.0% and 11.9% of our revenues for the six months ended December 31, 2024 and 2023, respectively. Yuxing serves as a research and development base for our fertilizer products. Antaeus generated 0.6% and 1.7% of our revenues for the six months ended December 31, 2024 and 2023, respectively.

Fertilizer Products

As of December 31, 2024, we had developed and produced a total of 407 different fertilizer products in use, of which 71 were developed and produced by Jinong, 336 by Gufeng.

Below is a table that shows the metric tons of fertilizer sold by Jinong and Gufeng and the revenue per ton for the periods indicated:

	Three Months Ended
	December 31,				Change 2023 to 2024
	2024		2023		Amount			%
	(metric tons)
Jinong		8,095		6,694		1,400			20.9	%
Gufeng		11,739		16,869		(5,130	)		-30.4	%
		19,834		23,563		(3,730	)		-15.8	%

	Three Months Ended December 31,
	2024		2023
	(revenue per tons)
Jinong	$	778	$	1,014
Gufeng		491		485

	Six Months Ended
	December 31,				Change 2023 to 2024
	2024		2023		Amount			%
	(metric tons)
Jinong		20,356		14,748		5,608			38.0	%
Gufeng		26,679		37,678		(10,999	)		-29.2	%
		47,036		52,426		(5,391	)		-10.3	%

	Six Months Ended December 31,
	2024		2023
	(revenue per tons)
Jinong	$	675	$	1,090
Gufeng		496		493

For the three months ended December 31, 2024, we sold approximately 19,834 tons of fertilizer products, as compared to 23,563 metric tons for the three months ended December 31, 2023. For the three months ended December 31, 2024, Jinong sold approximately 8,095 metric tons of fertilizer products, as compared to 6,694 metric tons for the three months ended December 31, 2023. For the three months ended December 31, 2024, Gufeng sold approximately 11,739 metric tons of fertilizer products, as compared to 16,869 metric tons for the three months ended December 31, 2023.

For the six months ended December 31, 2024, we sold approximately 47,036 metric tons of fertilizer products, as compared to 52,426 metric tons for the six months ended December 31, 2023. For the six months ended December 31, 2024, Jinong sold approximately 20,356 metric tons of fertilizer products, an increase of 5,608 metric tons, or 38.0%, as compared to 14,748 metric tons for the six months ended December 31, 2023. For the six months ended December 31, 2024, Gufeng sold approximately 26,679 metric tons of fertilizer products, a decrease of 10,999 metric tons, or 29.2% as compared to 37,678 metric tons for the six months ended December 31, 2023.

Our sales of fertilizer products to customers in five provinces within China accounted for approximately 58.5% of our fertilizer revenue for the three months ended December 31, 2024. Specifically, the provinces and their respective percentage contributing to our fertilizer revenues were Hebei (18.8%), Heilongjiang (8.3%), Shaanxi (6.9%), Inner Mongolia (6.8%), and Liaoning (6.7%).

As of December 31, 2024, we had a total of 950 distributors covering 22 provinces, 4 autonomous regions and 4 central government-controlled municipalities in China. Jinong had 605 distributors in China. Jinong’s sales are not dependent on any single distributor or any group of distributors. Jinong’s top five distributors accounted for 27.3% of its fertilizer revenues for the three months ended December 31, 2024. Gufeng had 345 distributors, including some large state-owned enterprises. Gufeng’s top five distributors accounted for 42.6% of its revenues for the three months ended December 31, 2024.

Agricultural Products

Through Yuxing, we develop, produce and sell high-quality flowers, green vegetables and fruits to local marketplaces and various horticulture and planting companies. We also use certain of Yuxing’s greenhouse facilities to conduct research and development activities for our fertilizer products. The three PRC provinces and municipalities that accounted for 89.1% of our agricultural products revenue for the three months ended December 31, 2024 were Shaanxi (82.7%), Beijing (4.6%), and Ningxia (1.7%).

Digital Assets Bitcoin

In March 2023, we established Antaeus Tech Inc. (“Antaeus”) and purchased mining machines to mine digital assets Bitcoin in the State of Texas. Through Antaeus, we expanded our activities in the mining of digital assets Bitcoin.

Recent Developments

New Products

During the three months ended December 31, 2024, Jinong launched two new fertilizer products and added one new distributor. During the same period, Gufeng neither launched any new fertilizer products nor added any new distributors.

Results of Operations

Three Months ended December 31, 2024 Compared to the Three Months ended December 31, 2023.

	2024			2023			Change $			Change %
Sales
Jinong	$	6,163,723		$	6,811,640			(647,917	)		-9.5	%
Gufeng		5,753,312			8,209,157			(2,455,845	)		-29.9	%
Yuxing		2,412,651			2,452,187			(39,536	)		-1.6	%
Antaeus		18,452			327,130			(308,679	)		-94.4	%
Net sales		14,348,138			17,800,114			(3,451,976	)		-19.4	%

Cost of goods sold
Jinong		3,855,063			4,982,284			(1,127,221	)		-22.6	%
Gufeng		5,044,683			7,198,290			(2,153,607	)		-29.9	%
Yuxing		1,967,551			2,042,241			(74,690	)		-3.7	%
Antaeus		14,062			248,812			(234,750	)		-94.3	%
Cost of goods sold		10,881,359			14,471,627			(3,590,268	)		-24.8	%
Gross profit		3,466,779			3,328,487			138,292			4.2	%
Operating expenses
Selling expenses		1,817,206			1,770,860			46,346			2.6	%
General and administrative expenses		6,442,440			6,947,810			(505,370	)		-7.3	%
Change in fair value of Bitcoin		(262	)		-			(262	)
Total operating expenses		8,259,384			8,718,670			(459,286	)		-5.3	%
Loss from operations		(4,792,605	)		(5,390,183	)		597,578			-11.1	%
Other (expense) income
Other (expense) income		(268,594	)		30,926			(299,521	)		-968.5	%
Interest income		39,346			51,125			(11,779	)		-23.0	%
Interest expense		(121,189	)		(73,813	)		(47,376	)		64.2	%
Total other(expense) income		(350,437	)		8,238			(358,675	)		-4354.1	%
Loss before income taxes		(5,143,043	)		(5,381,945	)		238,902			-4.4	%
Provision for income taxes		(10,393	)		(11,942	)		1,549			-13.0	%
Net loss		(5,132,650	)		(5,370,003	)		237,353			-4.4	%

Other comprehensive loss
Foreign currency translation (loss) gain		(5,314,813	)		4,705,400			(10,020,213	)		-213.0	%
Comprehensive loss	$	(10,447,463	)	$	(664,603	)		(9,782,860	)		1472.0	%

Net Sales

Total net sales for the three months ended December 31, 2024 were $14,348,138, a decrease of $3,451,976 or 19.4%, from $17,800,114 for the three months ended December 31, 2023. This decrease was mainly due to the decrease for Gufeng’s net sales.

For the three months ended December 31, 2024, Jinong’s net sales decreased $647,917, or 9.5%, to $6,163,723 from $6,811,640 for the three months ended December 31, 2023. This decrease was mainly due to Jinong’s lower unit sales price in the last three months. Jinong’s revenue per ton is approximately $778 for the three months ended December 31, 2024, decreased $236 per ton or 23.3%, as compared to $1,014 for the three months ended December 31, 2023.

For the three months ended December 31, 2024, Gufeng’s net sales were $5,753,312, a decrease of $2,455,845 or 29.9%, from $8,209,157 for the three months ended December 31, 2023. This decrease was mainly due to Gufeng’s lower sales volume in the last three months. Gufeng sold approximately 11,739 metric tons of fertilizer products for the three months ended December 31, 2024, decreased 5,130 tons or 30.4%, as compared to 16,869 metric tons for the three months ended December 31, 2023.

For the three months ended December 31, 2024, Yuxing’s net sales were $2,412,651, a decrease of $39,536 or 1.6%, from $2,452,187 for the three months ended December 31, 2023. The decrease was mainly due to the decrease in market demand during the three months ended December 31, 2024.

For the three months ended December 31, 2024, Antaeus’s net sales were $18,452, a decrease of $308,679 or 94.4%, from $327,130 for the three months ended December 31, 2023. The decrease was mainly due to the Company’s strategic adjustment.

Cost of Goods Sold

Total cost of goods sold for the three months ended December 31, 2024 was $10,881,359, a decrease of $3,590,268, or 24.8%, from $14,471,627 for the three months ended December 31, 2023. The decrease was mainly due lower sales.

Cost of goods sold by Jinong for the three months ended December 31, 2024 was $3,855,063, a decrease of $1,127,221, or 22.6%, from $4,982,284 for the three months ended December 31, 2023. The decrease in cost of goods was primarily due to lower sales in last three months ended December 31, 2024.

Cost of goods sold by Gufeng for the three months ended December 31, 2024 was $5,044,683, a decrease of $2,153,607, or 29.9%, from $7,198,290 for the three months ended December 31, 2023. This decrease was primarily due to the 29.9% decrease in net sales in last three months ended December 31, 2024.

For three months ended December 31, 2024, cost of goods sold by Yuxing was $1,967,551, a decrease of $74,690, or 3.7%, from $2,042,241 for the three months ended December 31, 2023. This decrease was primarily due to the 1.6% decrease in net sales in last three months ended December 31, 2024.

For the three months ended December 31, 2024, cost of goods sold by Antaeus was $14,062, a decrease of $234,750, or 94.3%, from $248,812 for the three months ended December 31, 2023. The decrease in cost of goods was primarily due to lower sales in last three months ended December 31, 2024.

Gross Profit

Total gross profit for the three months ended December 31, 2024 decreased by $138,292, or 4.2%, to $3,466,779, as compared to $3,328,487 for the three months ended December 31, 2023. Gross profit margin percentage was 24.2% and 18.7% for the three months Ended December 31, 2024 and 2023, respectively.

Gross profit generated by Jinong increased by $479,304, or 26.2%, to $2,308,660 for the three months ended December 31, 2024 from $1,829,356 for the three months ended December 31, 2023. Gross profit margin percentage from Jinong’s sales was approximately 37.5% and 26.9% for the three months Ended December 31, 2024 and 2023, respectively. The increase in gross profit margin percentage was mainly due to the decrease in product costs.

For the three months ended December 31, 2024, gross profit generated by Gufeng was $708,629, a decrease of $302,238, or 29.9%, from $1,010,867 for the three months ended December 31, 2023. Gross profit margin percentage from Gufeng’s sales was approximately 12.3% and 12.3% for the three months ended December 31, 2024 and 2023, respectively.

For the three months ended December 31, 2024, gross profit generated by Yuxing was $445,100, an increase of $35,154, or 8.6% from $409,946 for the three months ended December 31, 2023. The gross profit margin percentage was approximately 18.4% and 16.7% for the three months ended December 31, 2024 and 2023, respectively. The increase in gross profit margin percentage was mainly due to the decrease in product costs.

For the three months ended December 31, 2024, gross profit generated by Antaeus was $4,389, a decrease of $73,929, or 94.4% from $78,318 for the three months ended December 31, 2023. The gross profit margin was approximately 23.8% and 23.9%for the three months ended December 31, 2024 and 2023, respectively.

Selling Expenses

Our selling expenses consisted primarily of salaries of sales personnel, advertising and promotion expenses, freight-out costs and related compensation. Selling expenses were $1,817,206, or 12.7%, of net sales for the three months ended December 31, 2024, as compared to $1,770,860, or 9.9%, of net sales for the three months ended December 31, 2023, an increase of $46,346, or 2.6%. The increase in selling expense was caused by the increase in marketing activities.

The selling expenses of Jinong for the three months ended December 31, 2024 were $1,679,718 or 27.3% of Jinong’s net sales, as compared to selling expenses of $1,688,421 or 24.8% of Jinong’s net sales for the three months ended December 31, 2023.

The selling expenses of Gufeng were $118,818 or 2.1% of Gufeng’s net sales for the three months ended December 31, 2024, as compared to $63,091 or 0.8% of Gufeng’s net sales for the three months ended December 31, 2023.

The selling expenses of Yuxing were $18,670 or 0.8% of Yuxing’s net sales for the three months ended December 31, 2024, as compared to $19,347 or 0.8% of Yuxing’s net sales for the three months ended December 31, 2023.

There were no selling expenses for Antaeus for the three months ended December 31, 2024 and 2023.

General and Administrative Expenses

General and administrative expenses consisted primarily of related salaries, rental expenses, business development, depreciation and travel expenses incurred by our general and administrative departments and legal and professional expenses including expenses incurred and accrued for certain litigation. General and administrative expenses were $6,442,440, or 44.9% of net sales for the three months ended December 31, 2024, as compared to $6,947,810, or 39.0% of net sales for the three months ended December 31, 2023, a decrease of $505,370, or 7.3%. The decrease in general and administrative expenses was mainly due to lower general and administrative expenses for Yuxing and Gufeng.

Jinong’s general and administrative expenses were $3,995,075 for the three months ended December 31, 2024, increased $3,493,718 or 696.9%, as compared to $501,357 for the three months ended December 31, 2023. The increase of Jinong’s general and administrative expenses was mainly due to the increase of bad debt expense.

Gufeng’s general and administrative expenses were $1,669,689 for the three months ended December 31, 2024, decreased $1,151,677, or 40.8%, as compared to $2,821,366 for the three months ended December 31, 2023.

Yuxing’s general and administrative expenses were $239,986 for the three months ended December 31, 2024, decreased $1,449,657, or 85.8%, as compared to $1,689,643 for the three months ended December 31, 2023. The decrease of Yuxing’s general and administrative expenses was mainly due to lower inventory impairment for the three months ended December 31, 2024.

Antaeus’s general and administrative expenses were $55,454 for the three months ended December 31, 2024, decreased $106,385, or 65.7%, as compared to $161,839 for the three months ended December 31, 2023. The decrease of Antaeus’s general and administrative expenses was mainly due to lower depreciation expenses for the three months ended December 31, 2024.

Total Other Income (Expenses)

Total other income (expenses) consisted of income from subsidies received from the PRC government, interest income, interest expenses and bank charges. Total other expense for the three months ended December 31, 2024 was $350,437, as compared to other income of $8,238 for the three months ended December 31, 2023. The difference was mainly due to the decrease in other income with amount of $299,521, or 968.5% from $30,926 for the three months ended December 31, 2023 to $(268,594) for the three months ended December 31, 2024.

Income Taxes

Jinong is subject to a preferred tax rate of 15% because of its business being classified as a High-Tech project under the PRC Enterprise Income Tax Law (“EIT”) that became effective on January 1, 2008. Jinong incurred no income tax expenses for the three months ended December 31, 2024 and 2023.

Gufeng is subject to a tax rate of 25%, incurred no income tax expenses for the three months ended December 31, 2024 and 2023.

Yuxing incurred no income tax for the three months ended December 31, 2024 and 2023 because of being exempted from paying income tax due to its products fall into the tax exemption list set out in the EIT.

Antaeus is subject to a tax rate of 21%, and had income tax expense of $(10,393) and $(11,942) for the three months ended December 31, 2024 and 2023, respectively.

Net loss

Net loss for the three months ended December 31, 2024 was $5,132,650, a decrease in loss of $237,353, or 4.4%, compared to net loss of $5,370,003 for the three months ended December 31, 2023. Net loss as a percentage of total net sales was approximately -35.8% and -30.2% for the three months ended December 31, 2024 and 2023, respectively.

Six months ended December 31, 2024 Compared to the six months ended December 31, 2023

	2024			2023			Change $			Change %
Sales
Jinong	$	13,585,381		$	16,100,398			(2,515,017	)		-15.6	%
Gufeng		13,192,854			18,630,431			(5,437,577	)		-29.2	%
Yuxing		4,753,095			4,794,903			(41,808	)		-0.9	%
Antaeus		181,746			672,244			(490,498	)		-73.0	%
Net sales		31,713,076			40,197,976			(8,484,900	)		-21.1	%
Cost of goods sold
Jinong		8,583,950			11,588,897			(3,004,947	)		-25.9	%
Gufeng		11,551,816			16,193,611			(4,641,795	)		-28.7	%
Yuxing		3,908,189			3,919,768			(11,579	)		-0.3	%
Antaeus		215,773			517,359			(301,586	)		-58.3	%
Cost of goods sold		24,259,728			32,219,635			(7,959,907	)		-24.7	%
Gross profit		7,453,348			7,978,341			(524,993	)		-6.6	%
Operating expenses
Selling expenses		3,741,634			3,650,014			91,620			2.5	%
General and administrative expenses		10,269,344			11,504,417			(1,235,073	)		-10.7	%
Change in fair value of Bitcoin		-			-			-			-	-
Total operating expenses		14,010,978			15,154,431			(1,143,452	)		-7.5	%
Loss from operations		(6,557,630	)		(7,176,090	)		618,460			-8.6	%
Other (expense) income
Other (expense) income		(319,216	)		40,709			(359,925	)		-884.1	%
Interest income		78,872			106,197			(27,325	)		-25.7	%
Interest expense		(226,172	)		(141,367	)		(84,805	)		60	%
Total other (expense) income		(466,516	)		5,539			(472,055	)		-8522.1	%
Loss before income taxes		(7,024,146	)		(7,170,551	)		146,405			-2.0	%
Provision for income taxes		(49,272	)		(16,355	)		(32,917	)		201.3	%
Net loss		(6,974,874	)		(7,154,196	)		179,321			-2.5	%

Other comprehensive loss
Foreign currency translation (loss) gain		(573,572	)		3,869,023			(4,442,595	)		-114.8	%
Comprehensive loss	$	(7,548,446	)	$	(3,285,173	)		(4,263,274	)		129.8	%

Net Sales

Total net sales for the six months ended December 31, 2024 were $31,713,076 a decrease of $8,484,900 or 21.1%, from $40,197,976 for the six months ended December 31, 2023. This decrease was primarily due to decrease in Jinong and Gufeng’ net sales.

For the six months ended December 31, 2024, Jinong’s net sales decreased $2,515,017, or 15.6%, to $13,585,381

from $16,100,398 for the six months ended December 31, 2023. This decrease was mainly due to Jinong’s lower unit sales price in the last six months. Jinong’s revenue per ton is approximately $675 for the six months ended December 31, 2024, decreased $415 per ton or 38.1%, as compared to $1,090 for the six months ended December 31, 2023.

For the six months ended December 31, 2024, Gufeng’s net sales were $13,192,854, a decrease of $5,437,577, or 29.2%, from $18,630,431 for the six months ended December 31, 2023. This decrease was mainly due to the decrease in Gufeng’s sales volume in the last six months. Gufeng sold 26,679 ton of products for the six months ended December 31, 2024, comparing to 37,678 for the six months ended December 31, 2023.

For the six months ended December 31, 2024, Yuxing’s net sales were $4,753,095, a decrease of $41,808 or 0.9%, from $4,794,903 for the six months ended December 31, 2023.

For the six months ended December 31, 2024, Antaeus’s net sales were $181,746, a decrease of $490,498 or 73.0%, from $672,244 for the six months ended December 31, 2023. The decrease was mainly due to the Company’s strategic adjustment.

Cost of Goods Sold

Total cost of goods sold for the six months ended December 31, 2024 was $24,259,728, a decrease of $7,959,907, or 24.7%, from $32,219,635 for the six months ended December 31, 2023. The decrease was mainly due to the decrease in Gufeng and Jinong’s cost of goods sold.

Cost of goods sold by Jinong for the six months ended December 31, 2024 was $8,583,950, a decrease of $3,004,947, or 25.9%, from $11,588,897 for the six months ended December 31, 2023. The decrease in cost of goods was primarily due to lower sales during the last six months.

Cost of goods sold by Gufeng for the six months ended December 31, 2024 was $11,551,816, a decrease of $4,641,795, or 28.7%, from $16,193,611 for the six months ended December 31, 2023. This decrease was primarily due to the 29.2% decrease in net sales during the last six months.

For six months ended December 31, 2024, cost of goods sold by Yuxing was $3,908,189, a decrease of $11,579, or 0.3%, from $3,919,768 for the six months ended December 31, 2023.

Cost of goods sold by Antaeus for the six months ended December 31, 2024 was $215,773, a decrease of $301,586, or 58.3%, from $517,359 for the six months ended December 31, 2023. The decrease in cost of goods was primarily due to lower sales during the last six months.

Gross Profit

Total gross profit for the six months ended December 31, 2024 decreased by $524,993, or 6.6%, to $7,453,348, as compared to $7,978,341 for the six months ended December 31, 2023. Gross profit margin was 23.5% and 19.8% for the six months ended December 31, 2024 and 2023, respectively.

Gross profit generated by Jinong increased by $489,931 or 10.9%, to $5,001,431 for the six months ended December 31, 2024 from $4,511,500 for the six months ended December 31, 2023. Gross profit margin from Jinong’s sales was approximately 36.8% and 28.0% for the six months ended December 31, 2024 and 2023, respectively. The increase in gross profit margin was mainly due to lower product costs.

For the six months ended December 31, 2024, gross profit generated by Gufeng was $1,641,038, a decrease of $795,782, or 32.7%, from $2,436,820 for the six months ended December 31, 2023. Gross profit margin from Gufeng’s sales was approximately 12.4% and 13.1% for the six months ended December 31, 2024 and 2023, respectively. The decrease in gross profit margin was mainly due to lower net sales.

For the six months ended December 31, 2024, gross profit generated by Yuxing was $844,906, a decrease of $30,229, or 3.5% from $875,135 for the six months ended December 31, 2023. The gross profit margin was approximately 17.8% and 18.3% for the six months ended December 31, 2024 and 2023, respectively. The decrease in gross profit percentage was mainly due to the increase in product costs.

For the six months ended December 31, 2024, gross profit generated by Antaeus was $(34,027), a decrease of $188,912, or 122.0% from $154,886 for the six months ended December 31, 2023. The gross profit margin was approximately -18.7% and 23.0% for the six months ended December 31, 2024 and 2023, respectively.

Selling Expenses

Our selling expenses consisted primarily of salaries of sales personnel, advertising and promotion expenses, freight-out costs and related compensation. Selling expenses were $3,741,634, or 11.8%, of net sales for the six months ended December 31, 2024, as compared to $3,650,014, or 9.1% of net sales for the six months ended December 31, 2023, an increase of $91,620 or 2.5%.

The selling expenses of Jinong for the six months ended December 31, 2024 were $3,515,792 or 25.9% of Jinong’s net sales, as compared to selling expenses of $3,483,862 or 21.6% of Jinong’s net sales for the six months ended December 31, 2023.

The selling expenses of Gufeng were $189,425 or 1.4% of Gufeng’s net sales for the six months ended December 31, 2024, as compared to $126,968 or 0.7% of Gufeng’s net sales for the six months ended December 31, 2023.

The selling expenses of Yuxing were $36,417 or 0.8% of Yuxing’s net sales for the six months ended December 31, 2024, as compared to $39,184 or 0.8% of Yuxing’s net sales for the six months ended December 31, 2023.

The selling expenses of Antaeus were $0 of Antaeus’s net sales for the six months ended December 31, 2024 and 2023.

General and Administrative Expenses

General and administrative expenses consisted primarily of related salaries, rental expenses, business development, depreciation and travel expenses incurred by our general and administrative departments and legal and professional expenses including expenses incurred and accrued for certain litigation. General and administrative expenses were $10,269,344, or 32.4% of net sales for the six months ended December 31, 2024, as compared to $11,504,417, or 28.6% of net sales for the six months ended December 31, 2023, a decrease of $1,235,073, or 10.7%.

Jinong’s general and administrative expenses were $4,813,772 for the six months ended December 31, 2024, increased $3,280,588 or 214.0%, as compared to $1,533,184 for the six months ended December 31, 2023. The increase of Jinong’s general and administrative expenses was mainly due to the increase of bad debt expense.

Gufeng’s general and administrative expenses were $3,830,871 for the six months ended December 31, 2024, decreased $1,572,453, or 29.1%, as compared to $5,403,324 for the six months ended December 31, 2023.

Yuxing’s general and administrative expenses were $368,481 for the six months ended December 31, 2024, decreased $1,611,833, or 81.4%, as compared to $1,980,314 for the six months ended December 31, 2023. The decrease of Yuxing’s general and administrative expenses was mainly due to lower inventory impairment for the six months ended December 31, 2024.

Antaeus’s general and administrative expenses were $210,535 for the six months ended December 31, 2024, decreased $58,368, or 21.7%, as compared to $268,903 for the six months ended December 31, 2023.

Total Other Income (Expenses)

Total other income (expenses) consisted of income from subsidies received from the PRC government, interest income, interest expenses and bank charges. Total other expense for the six months ended December 31, 2024 was $466,516, as compared to other income of $5,539 for the six months ended December 31, 2023, a decrease in income of $472,055 or 8522.1%. The difference was mainly due to the decrease in other income with amount of $359,925, or 884.1% from $40,709 for the six months ended December 31, 2023 to $(319,216) for the six months ended December 31, 2024.

Income Taxes

Jinong is subject to a preferred tax rate of 15% as a result of its business being classified as a High-Tech project under the PRC Enterprise Income Tax Law (“EIT”) that became effective on January 1, 2008. Jinong didn’t incur income tax expenses for the six months ended December 31, 2024 and 2023.

Gufeng is subject to a tax rate of 25%, has no income tax expenses for the six months ended December 31, 2024 and 2023.

Yuxing has no income tax for the six months ended December 31, 2024 and 2023 as a result of being exempted from paying income tax due to its products fall into the tax exemption list set out in the EIT.

Antaeus is subject to a tax rate of 21%, and had income tax expense of $(49,272) and $(16,355) for the six months ended December 31, 2024 and 2023, respectively.

Net loss

Net loss for the six months ended December 31, 2024 was $6,974,874, a decrease of loss with amount of $179,321 or 2.5%, compared to net loss of $7,154,196 for the six months ended December 31, 2023. The decrease in net loss was mainly due to lower general and administrative expenses. Net loss as a percentage of total net sales was approximately -22.0% and -17.8% for the six months ended December 31, 2024 and 2023, respectively.

Discussion of Segment Profitability Measures

As of December 31, 2024, we were engaged in the following businesses: the production and sale of fertilizers through Jinong and Gufeng, the production and sale of high-quality agricultural products by Yuxing and the production and sale of Bitcoin by Antaeus. For financial reporting purpose, our operations were organized into four main business segments based on locations and products: Jinong (fertilizer production), Gufeng (fertilizer production), Yuxing (agricultural products production) and Antaeus (Bitcoin). Each of the segments has its own annual budget about development, production and sales.

Each of the four operating segments referenced above has separate and distinct general ledgers. The chief operating decision maker (“CODM”) makes decisions with respect to resources allocation and performance assessment upon receiving financial information, including revenue, gross margin, operating income and net income produced from the various general ledger systems; however, net income by segment is the principal benchmark to measure profit or loss adopted by the CODM.

For Jinong, the net loss increased by $2,902,067, or 674.3%, to $3,332,453 for the six months ended December 31, 2024, from net loss of $430,386 for the six months ended December 31, 2023. The increase in net loss was principally due to higher general and administrative expenses.

For Gufeng, the net loss decreased by $442,358 or 13.9%, to $2,737,225 for the six months ended December 31, 2024, from net loss of $3,179,583 for the six months ended December 31, 2023. The decrease in net loss was principally due to lower general and administrative expenses.

For Yuxing, the net income increased $1,469,865 or 128.5%, to $325,845 for the six months ended December 31, 2024 from $(1,144,020) for the six months ended December 31, 2023. The increase was mainly due to lower general and administrative expenses.

For Antaeus, the net loss increased by $123,829, or 201.3%, to $185,355 for the six months ended December 31, 2024, from net loss of $61,526 for the six months ended December 31, 2023.

Liquidity and Capital Resources

Our principal sources of liquidity include cash from operations, borrowings from local commercial banks and net proceeds of offerings of our securities.

As of December 31, 2024, cash and cash equivalents were $49,141,355, a decrease of $9,631,232, or 16.4%, from $58,772,587 as of June 30, 2024.

We intend to use the net proceeds from our securities offerings, as well as other working capital if required, to acquire new businesses, upgrade production lines and complete Yuxing’s new greenhouse facilities for agriculture products located on 88 acres of land in Hu County, 18 kilometers southeast of Xi’an city. We believe that we have sufficient cash on hand and positive projected cash flow from operations to support our business growth for the next twelve months to the extent we do not have further significant acquisitions or expansions. However, if events or circumstances occur and we do not meet our operating plan as expected, we may be required to seek additional capital and/or to reduce certain discretionary spending, which could have a material adverse effect on our ability to achieve our business objectives. Notwithstanding the foregoing, we may seek additional financing as necessary for expansion purposes and when we believe market conditions are most advantageous, which may include additional debt and/or equity financings. There can be no assurance that any additional financing will be available on acceptable terms, if at all. Any equity financing may result in dilution to existing stockholders and any debt financing may include restrictive covenants.

The following table sets forth a summary of our cash flows for the periods indicated:

	Six Months Ended
	December 31,
	2024			2023
Net cash used in operating activities	$	(3,778,264	)	$	(2,066,674	)
Net cash used in investing activities		(8,740,910	)		(1,607,163	)
Net cash provided by financing activities		3,268,238			1,382,404
Effect of exchange rate change on cash and cash equivalents		(380,296	)		1,551,981
Net decrease in cash and cash equivalents		(9,631,232	)		(739,452	)
Cash and cash equivalents, beginning balance		58,772,587			71,142,188
Cash and cash equivalents, ending balance	$	49,141,355		$	70,402,736

Operating Activities

Net cash used in operating activities was $3,778,264 for the six months ended December 31, 2024, an increase of $1,711,590, or 82.8%, from cash used in operating activities of $2,066,674 for the six months ended December 31, 2023. The increase in cash used in operating activities was mainly due to an increase in advances to suppliers during the six months ended December 31, 2024 as compared to the same period in 2023.

Investing Activities

Net cash used in investing activities for the six months ended December 31, 2024 was $8,740,910, compared to cash used in investing activities of $1,607,163 for the six months ended December 31, 2023. The difference of $7,133,747 was mainly due to long-term equity investment with amount of $8,495,862 during the six months ended December 31, 2024, comparing with $0 during the six months ended December 31, 2023.

Financing Activities

Net cash provided by financing activities for the six months ended December 31, 2024 was $3,268,238, an increase of $1,885,834, or 136.4% compared to $1,382,404 net cash provided by financing activities for the six months ended December 31, 2023. The increase was mainly due to the proceeds from loans with amount of $7,107,895 during the six months ended December 31, 2024, comparing to $2,770,707 during the six months ended December 31, 2023.

As of December 31, 2024, and June 30, 2024, our loans payable was as follows:

	December 31,		June 30,
	2024		2024
Short term loans payable:	$	5,360,614	$	7,466,250
Long term loans payable:		7,143,374		1,856,250
Total	$	12,503,988	$	9,322,500

Accounts Receivable

We had accounts receivable of $19,602,790 as of December 31, 2024, as compared to $16,493,068 as of June 30, 2024, an increase of $3,109,722, or 18.9%.

Allowance for doubtful accounts in accounts receivable as of December 31, 2024 was $26,534,880, an increase of $3,793,184, or 16.7%, from $22,741,696 as of June 30, 2024. And the allowance for doubtful accounts as a percentage of accounts receivable was 57.5% as of December 31, 2024 and 58.0% as of June 30, 2024.

Deferred assets

We had deferred tax assets of $557,743 as of December 31, 2024, and $508,471 of June 30, 2024. During the six months, we assisted the distributors in certain marketing efforts and developing standard stores to expand our competitive advantage and market shares. Based on the distributor agreements, the amount owed by the distributors in certain marketing efforts and store development will be expensed over three years if the distributors are actively selling our products. If a distributor defaults, breaches, or terminates the agreement with us earlier than the contractual terms, the unamortized portion of the amount owed by the distributor is payable to us immediately.

Inventories

We had inventories of $33,633,192 as of December 31, 2024, as compared to $37,826,456 as of June 30, 2024, a decrease of $4,193,264, or 11.1%. The decrease was primarily due to Gufeng’s inventory. As of December 31, 2024, Gufeng’s inventory was $7,031,517, compared to $11,225,115 as of June 30, 2024, a decrease of $4,193,598, or 37.4%. The Company confirmed the loss of $2.1 million and $4.0 million of inventories for the six months ended December 31, 2024 and 2023, respectively.

Advances to Suppliers

We had advances to suppliers of $15,847,119 as of December 31, 2024 as compared to $12,110,034 as of June 30, 2024, representing an increase of $3,737,085, or 30.9%. Our inventory level may fluctuate from time to time, depending how quickly the raw material is consumed and replenished during the production process, and how soon the finished goods are sold. The replenishment of raw material relies on management’s estimate of numerous factors, including but not limited to, the raw materials future price, and spot price along with its volatility, as well as the seasonal demand and future price of finished fertilizer products. Such estimate may not be accurate, and the purchase decision of raw materials based on the estimate can cause excessive inventories in times of slow sales and insufficient inventories in peak times.

Accounts Payable

We had accounts payable of $1,549,445 as of December 31, 2024 as compared to $1,685,725 as of June 30, 2024, representing a decrease of $136,279, or 8.1%.

Customer Deposits (Unearned Revenue)

We had customer deposits of $7,587,599 as of December 31, 2024 as compared to $4,937,207 as of June 30, 2024, representing an increase of $2,650,392, or 53.7%. The increase was mainly attributable to Gufeng’ $6,585,363 unearned revenue as of December 31, 2024, compared to $4,391,668 unearned revenue as of June 30, 2024, increased $2,193,695, or 50.0%, caused by the advance deposits made by clients. This increase was due to seasonal fluctuation and we expect to deliver products to our customers during the next three months at which time we will recognize the revenue.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of its financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. Our financial statements reflect the selection and application of accounting policies which require management to make significant estimates and judgments. See Note 2 to our consolidated financial statements, “Basis of Presentation and Summary of Significant Accounting Policies.” We believe that the following paragraphs reflect the most critical accounting policies that currently affect our financial condition and results of operations:

Use of estimates

Revenue recognition

Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, we have no other significant obligations and collectability is reasonably assured. Payments received before all the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

Our revenue consists of invoiced value of goods, net of a value-added tax (VAT). No product return or sales discount allowance is made as products delivered and accepted by customers are normally not returnable and sales discounts are normally not granted after products are delivered.

Cash and cash equivalents

For statement of cash flows purposes, we consider all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

Accounts receivable

Our policy is to maintain reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Any accounts receivable of Jinong and Gufeng that are outstanding for more than 180 days will be accounted as allowance for bad debts, and any accounts receivable of Yuxing that are outstanding for more than 90 days will be accounted as allowance for bad debts.

Segment reporting

FASB ASC 280 requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other way management disaggregates a company.

As of December 31, 2024, we were organized into four main business units: Jinong (fertilizer production), Gufeng (fertilizer production), Yuxing (agricultural products production) and Antaeus(Bitcoin). For financial reporting purpose, our operations were organized into four main business segments based on locations and products: Jinong (fertilizer production), Gufeng (fertilizer production), Yuxing (agricultural products production) and Antaeus (Bitcoin). Each of the segments has its own annual budget regarding development, production, and sales.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Disclosures About Market Risk

We may be exposed to changes in financial market conditions in the normal course of business. Market risk generally represents the risk that losses may occur because of movements in interest rates and equity prices. We currently do not, in the normal course of business, use financial instruments that are subject to changes in financial market conditions.

Currency Fluctuations and Foreign Currency Risk

Substantially all our revenues and expenses are denominated in RMB. However, we use the U.S. dollar for financial reporting purposes. Conversion of RMB into foreign currencies is regulated by the People’s Bank of China through a unified floating exchange rate system. Although the PRC government has stated its intention to support the value of RMB, there can be no assurance that such exchange rate will not again become volatile or that RMB will not devalue significantly against U.S. dollar. Exchange rate fluctuations may adversely affect the value, in U.S. dollar terms, of our net assets and income derived from our operations in the PRC.

Our reporting currency is the U.S. dollar. Except for U.S. holding companies, all our consolidated revenues, consolidated costs and expenses, and our assets are denominated in RMB. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between the U.S. dollars and RMB. If RMB depreciates against the U.S. dollar, the value of our RMB revenues, earnings and assets as expressed in our U.S. dollar financial statements will decline. Assets and liabilities are translated at the exchange rates as of the balance sheet dates, revenues and expenses are translated at the average exchange rates, and shareholders’ equity is translated at historical exchange rates. Any resulting translation adjustments are not included in determining net income (loss) but are included in determining other comprehensive income, a component of shareholders’ equity. As of December 31, 2024, our accumulated other comprehensive loss was $27 million. We have not entered any hedging transactions to reduce our exposure to foreign exchange risk. The value of the RMB against the U.S. dollar and other currencies is affected by, among other things, changes in PRC’s political and economic conditions. Between July 1, 2024 and December 31, 2024, China’s currency decreased by a cumulative 0.4% against the U.S. dollar, making Chinese exports cheaper and imports into China more expensive by that percentage. The effect on trade can be substantial. Moreover, it is possible that in the future, the PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.

Interest Rate Risk

We deposit surplus funds with Chinese banks earning daily interest. We do not invest in any instruments for trading purposes. All our outstanding debt instruments carry fixed rates of interest. The amount of short-term debt outstanding as of December 31, 2024 and June 30, 2024 was $5.4 million and $7.5 million, respectively. We are exposed to interest rate risk primarily with respect to our short-term bank loans. Although the interest rates, which are based on the banks’ prime rates with respect to our short-term loans, are fixed for the terms of the loans, the terms are typically three to twelve months for short-term bank loans and interest rates are subject to change upon renewal. There was no material change in interest rates for short-term bank loans renewed during the three months ended December 31, 2024. The original loan term on average is one year, and the remaining average life of the short term-loans is approximately six months.

Management monitors the banks’ prime rates in conjunction with our cash requirements to determine the appropriate level of debt balances relative to other sources of funds. We have not entered any hedging transactions to reduce our exposure to interest rate risk.

Credit Risk

We have experienced higher credit risk than usual since 2020. With the impact of COVID-19 pandemic, the overdue outstanding accounts receivable increased significantly compared with the years prior to the pandemic. Our accounts receivables are typically unsecured and are mainly derived from revenues earned from customers in the PRC. Most of our customers are individuals and small and medium-sized enterprises (“SMEs”), which may not have strong cash flows or be well capitalized. They may be vulnerable to an epidemic outbreak and slowing macroeconomic conditions. Many of the SMEs that we work with cannot weather COVID-19 and the resulting economic impact, or they cannot resume business as usual after a prolonged outbreak. Numerous distributors encountered significant difficulties and/or hardships in their businesses amid the pandemic. Even through our receivables are monitored regularly by our credit managers, the bad debts expenses are higher in recent 3 years comparing with the years before 2020.

Inflation Risk

Inflationary factors such as increases in the cost of our products and overhead costs may adversely affect our operating results. Notwithstanding the measures taken by the PRC government to control inflation, China still experienced an increase in inflation and our operating cost became higher than anticipated. The high rate of inflation had an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net revenues if the selling prices of our products do not increase with these increased costs.

Risk of epidemics, pandemics, or other outbreaks

The outbreak of COVID-19 has adversely affected, and in the future it or other epidemics, pandemics or outbreaks may adversely affect, our operations. This is or may be due to closures or restrictions requested or mandated by governmental authorities, disruption to supply chains and workforce, reduction of demand for our products and services, and credit losses when customers and other counterparties fail to satisfy their obligations to us. We share most of these risks with all businesses.

In addition, the COVID-19 outbreak has significantly increased economic and demand uncertainty. The current outbreak and continued spread of COVID-19 may cause a global recession, which would have a further adverse impact on our financial condition and operations, and this impact could exist for an extensive period.

The Company is continuing to monitor the situation and take appropriate actions in accordance with the recommendations and requirements of relevant authorities. The full extent of the impact of the COVID-19 pandemic on the Company’s operational and financial performance is currently uncertain and will depend on many factors outside the Company’s control, including, without limitation, the timing, extent, trajectory and duration of the pandemic, the development and availability of effective treatments and vaccines, the imposition of protective public safety measures, and the impact of the pandemic on the global economy and demand for consumer products.

Additional future impacts on the Company may include, but are not limited to, material adverse effects on demand for the Company’s products and services; the Company’s supply chain and sales and distribution channels; the Company’s ability to execute its strategic plans; and the Company’s profitability and cost structure. To the extent the COVID-19 pandemic adversely affects the Company’s business, results of operations, financial condition and stock price, it may also have the effect of heightening many of the other risks described above.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), at the conclusion of the period ended December 31, 2022 we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this Report, our disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, in a manner that allowed for timely decisions regarding required disclosure.

(b) Changes in internal controls

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

On May 28, 2024, an individual commenced a lawsuit in Texas state court against the Company and its former co-CEO, Mr. Zhibiao Pan. The individual alleges that the Company used funds he stored in cryptocurrency wallets operated by entities related to Mr. Pan to purchase cryptocurrency mining sites. The company has moved to dismiss the lawsuit, which motion is pending.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of the Company’s equity securities during the three months ended December 31, 2024, that were not otherwise disclosed in a Current Report on Form 8-K.

Item 3. Defaults Upon Senior Securities

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6. Exhibits

The exhibits required by this item are set forth in the Exhibit Index attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ENLIGHTIFY, INC.

Date: February 24, 2025	By:	/s/ Zhuoyu Li
	Name:	Zhuoyu Li
	Title:	Chief Executive Officer
		(principal executive officer)
		(principal executive officer)

Date: February 24, 2025	By:	/s/ Yongcheng Yang
	Name:	Yongcheng Yang
	Title:	Chief Financial Officer
		(principal financial officer and principal accounting officer)

EXHIBIT INDEX

No.		Description
21.1*		List of Subsidiaries of the Company
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith

+	In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

SEC Form 10-Q filed by Enlightify Inc.