Financial Analysis

Note 2 BUSINESS COMBINATIONS AND DISPOSITIONS Meixin Institutional Food Development Co., Ltd. (Meixin) Acquisition and Consolidation On September 7, 2022, the Company entered into a series of contractual agreements (collectively, the Meixin VIE Agreements) with Meixin, a Taiwan corporation and a food processing and catering company, and with Meixins equity holders. Through Meixin VIE Agreements, the Company obtained a controlling financial interest in Meixin representing 80 % of its economic interests, for total consideration of $ 4,300,000 . Due to restrictions under the laws and regulations of Taiwan that limit foreign equity ownership in certain businesses, the Company does not hold any equity ownership interest in Meixin. Instead, the Meixin VIE Agreements provide the Company with the power to direct the activities that most significantly impact Meixins economic performance and the right to receive substantially all of the economic benefits of Meixin, while also obligating the Company to absorb losses that could potentially be significant to Meixin. In accordance with ASC 810, Consolidation , the Company determined that Meixin is a variable interest entity and that the Company is the primary beneficiary. Accordingly, Meixins financial results have been consolidated into the Companys consolidated financial statements since the acquisition date. The acquisition was accounted for as a business combination under ASC 805, Business Combinations . The excess of the consideration …

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Note 19 COMMITMENTS AND CONTINGENCIES Lease Commitment The Company has two non-cancelable lease agreements for certain office and accommodation as well as fish farming containers for research and develop advanced technology for water circulation applying in fishery. Future minimum lease payments under non-cancellable operating leases with initial terms within one year. The Company recognizes lease expense on a straight-line basis over the lease term. For the year ended December 31, 2025 and 2024, the Company recognized $ 44,035 and $ 83,673 lease expense in operating expenses. The total future minimum lease payment under non-cancellable short-term leases as of December 31, 2025 is $ 18,348 . Capital commitments As of December 31, 2025 and 2024, the Companys capital commitments contracted but not yet reflected in the consolidated financial statements amounted to $ nil . Contingencies In the ordinary course of business, the Company may be subject to legal proceeding regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims when a loss is assessed to be probable and the amount of the loss is reasonably estimable. The Company has no significant pending litigation for the year ended December 31, 2025 and 2024. …

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Note 11 CONVERTIBLE NOTE On October 31, 2025, the Company entered into a Securities Purchase Agreement (the Purchase Agreement) with an institutional accredited investor (the Investor), pursuant to which the Company may issue and sell, in multiple closings, senior secured convertible notes in an aggregate original principal amount of up to $ 300,000,000 . At the initial closing on November 3, 2025, the Company issued a Senior Secured Convertible Note in the principal amount of $ 8,000,000 (the Initial Note) for a purchase price of $ 7,280,000 , resulting in an original issue discount of $ 720,000 . The Initial Note bears interest at 9.0 % per annum, payable monthly in arrears, and matures on November 3, 2027 . Upon the occurrence of an Event of Default, the interest rate increases to 18.0 % per annum. The Initial Note is secured by a first-priority security interest in substantially all of the Companys assets purchased or acquired with the proceeds from the sale of the Initial Note, pursuant to a Pledge and Security Agreement and an Account Control Agreement, each dated as of November 3, 2025. The Initial Note ranks senior to all existing and future indebtedness of the Company, subject to certain permitted indebtedness exceptions. The Initial Note is convertible at any time at the option of the holder into shares of the Companys common stock. The conversion price is equal to the lower of: (A) The lower of (i) $2.01, and (ii) the average closing price of the Common Stock for t …

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Note 15 SHARE-BASED COMPENSATION In 2018, the Companys Board of Directors and stockholders adopted the 2018 Stock Option and Award Incentive Plan (the 2018 Plan). The 2018 Plan provides for the issuance of equity-based awards to employees and non-employee service providers. As of December 31, 2025, 5,459,605 shares of common stock remained available for future issuance under the 2018 Plan. During the years ended December 31, 2025 and 2024, the Company granted equity-based awards, primarily in the form of warrants, in exchange for services rendered. Refer to Class A and Class B Warrants in Note 12 Warrants for additional details. For the years ended December 31, 2025 and 2024, the Company recognized share-based compensation expense of $ 59,854 and $ 60,831 , respectively. Warrants As of December 31, 2025, the Company had outstanding warrants issued to officers, directors, and employees to purchase shares of common stock. Refer to Note 11 Warrant Class A and Class B Warrants. Share-Based Compensation Expense For the years ended December 31, 2025 and 2024, the Company recognized share-based compensation expense of $ 59,854 and $ 60,831 , respectively. …

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Note 9 GOODWILL AND INTANGIBLE ASSETS, NET As of December 31, 2025 and 2024, goodwill and other intangible assets consisted of the followings: Schedule of goodwill December 31, 2025 December 31, 2024 Goodwill $ $ Goodwill - Meixin 3,905,735 Goodwill - Xinca 1,351,703 Goodwill - SY Culture 230,015 Less: Goodwill impairment - Meixin (3,409,725 ) Less: Goodwill impairment - Xinca (1,351,703 ) Balance at end of year 726,025 Schedule of customer relations December 31, 2025 December 31, 2024 Intangible assets - Customer relations $ $ Balance at beginning of year 135,325 Less: Accumulated amortization (37,500 ) Balance at end of year 97,825 During the year ended December 31, 2024, the Company recognized a goodwill impairment charge of $ 1,159,172 related to the Meixin reporting unit, which was primarily driven by the loss of a major customer and the associated termination of a significant contract that materially impacted the projected future cash flows of the reporting unit. This charge does not impact the Companys cash flows or liquidity position but reflects a reduction in the carrying value of goodwill due to updated expectations of future performance. During the year ended December 31, 2024, the Company identified triggering events, including a significant decline in operating performance, continued net losses, and adverse changes in e-commerce market conditions, particularly in the PRC where the Company conducts a substantial portion of its operations, as well as a significant …

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Note 16 INCOME TAXES The Company and its subsidiary, and the consolidated VIE file tax returns separately. United States The Company evaluated the Global Intangible Low Taxed Income (GILTI) inclusion on current earnings and profits of greater than 10% owned foreign controlled corporations. The Company has evaluated whether it has additional provision amount resulted by the GILTI inclusion on current earnings and profits of its foreign controlled corporations. The law also provides that corporate taxpayers may benefit from a 50% reduction in the GILTI inclusion, which effectively reduces the 21% U.S. corporate tax rate on the foreign income to an effective rate of 10.5 %. The GILTI inclusion further provides for a foreign tax credit in connection with the foreign taxes paid. PRC WFOE and the consolidated VIE established in the PRC are subject to the PRC statutory income tax rate of 25 %, according to the PRC Enterprise Income Tax (EIT) law. The PRC net operating loss can generally carry forward for no longer than five years starting from the year subsequent to the year in which the loss was incurred. Taiwan The Companys loss before income taxes is primarily derived from the operations in Taiwan and income tax expense is primarily incurred in Taiwan. The statutory income tax rate in Taiwan is 20%. An additional surtax of 5%, is assessed on undistributed income for the entities in Taiwan, but only to the extent such income is not distributed or set aside as a legal reserve befor …

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Note 7 RIGHT-OF-USE ASSETS The Company adopted ASU No. 2016-02 Leases, on January 1, 2019, the beginning of the fiscal 2019, using the modified retrospective approach. The Company determines whether an arrangement is a lease at inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if we obtain the rights to direct the use of and to obtain substantially all of the economic benefit from the use of the underlying asset. Some of our leases include both lease and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient. Some of the operating lease agreements include variable lease costs, primarily taxes, insurance, common area maintenance or increases in rental costs related to inflation. Substantially all of our equipment leases and some of our real estate leases have terms of less than one year and, as such, are accounted for as short-term leases as we have elected the practical expedient. Operating leases are included in the right-of-use lease assets, current lease liabilities and long-term lease liabilities on the Consolidated Balance Sheet. Right-of-use assets and lease liabilities are recognized at each leases commencement date based on the present values of its lease payments over its respective lease ter …

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Recent Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update expands income tax disclosures to provide information to better assess how an entitys operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of ASU 2023-09 on its financial statements and related disclosures. In March 2024, the FASB issued ASU 2024-01, CompensationStock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This update provides clarity on how to determine whether profits interest and similar awards should be accounted for under Topic 718. It introduces factors to consider in making that determination and aims to reduce diversity in practice. ASU 2024-01 is effective for public business entities for annual periods beginning after December 15, 2025. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements. In November 2024, the FASB issued ASU 2024-03, Income StatementReporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. This update aims to improve the disaggregation of certain income statement expenses to provide more detailed information about th …

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Note 17 RELATED PARTY BALANCES AND TRANSACTIONS The balance due to related parties was as following: Schedule of related party transactions December 31, 2025 December 31, 2024 $ $ Mountain Share Transfer, LLC (1) 7,681 7,681 Estate of Mr. Yin-Chieh Cheng (2) 15,885 19,435 23,566 27,116 ___________________ Note: (1) Mountain Share Transfer, LLC is company 100% controlled by Erik S. Nelson, a former corporate secretary and director of the Company. The balances represented the amount previously paid on behalf of the Company for its daily operation purpose. (2) The amount due to Mr. Yin-Chieh Chengs estate relates to a prior arrangement with him while he served as a director and executive officer of the Company. Mr. Yin-Chieh Cheng was deceased as of July 8, 2023, and the Company is evaluating settlement with the estate. …

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Note 20 SEGMENT INFORMATION The Companys Chief Operating Decision Maker (CODM) is its Executive Director, Song-Yuan Teng, who is responsible for reviewing the results of operations and allocating resources across the Companys reportable segments. During the periods presented, the Companys reportable segments consisted of Fish Trading, Catering, and E-Commerce. These operating segments reflect the manner in which the CODM evaluates performance and allocates resources. On December 31, 2025, the Company completed the disposal of its Catering segment (Meixin). The results of the Catering segment have been classified as discontinued operations for all periods presented. Accordingly, the segment information disclosed below excludes the results of the Catering segment. The Catering segment reported net sales of $ 2,597,349 and $ 4,890,187 for the years ended December 31, 2025 and 2024, respectively. Segment performance is evaluated based on segment revenue and operating profit, which includes direct costs and segment-specific general and administrative expenses, but excludes corporate overhead and interest. The CODM does not regularly review segment assets, and therefore segment asset information is not presented. Summary operating results for each of the Companys reportable segments were as follows: Schedule of segment information For the year ended December 31, 2025 Fish Trading E-Commerce Total $ $ $ Revenue 10,853,021 160,025 11,013,046 Cost of revenue (10,831,353 ) (35,799 ) (1 …

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Note 13 COMMON STOCK The Company is authorized to issue 200,000,000 shares of common stock with a par value of $ 0.001 per share. As of December 31, 2025 and 2024, 14,433,630 shares and 14,047,539 shares, respectively, were issued and outstanding. Recent Issuance of Common Stock In February 2024, the Company entered into Xinca VIE Agreements and issued 1,800,000 shares of the Companys common stock in exchange of 100 % of Xincas economic interests. In April 2024, the Company entered into an Equity Purchase Agreement with SY Culture and issued 600,000 shares of the Companys common stock in exchange of 100 % of SY Cultures equity interest. In February 2025, a shareholder exercised 300,000 shares of warrant in exchange of 200,000 shares of common stock. In May 2025, a shareholder exercised 180,000 shares of warrant in exchange of 120,000 shares of common stock. In October and November 2025, a shareholder exercised 3,039 shares of warrant in exchange of 6,078 shares of common stock. In December 2025, a convertible notes holder converted $45,319 of convertible note in exchange of 60,013 shares of common stock. …

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Note 23 SUBSEQUENT EVENT On December 1, 2025, the Company entered into a stock purchase agreement with Longwool, a French corporation, to acquire an equity interest representing 35% of Longwools outstanding equity for total cash consideration of $400,000. The transaction was completed on January 1, 2026. In January 2026, the Company approved an allocation of up to $2.0 million for the purchase of Bitcoin. As part of this plan, the Company completed purchases totaling $2.0 million, executed on January 25, 2026 and January 29, 2026. On February 2, 2026, the Company received a deficiency letter from the Nasdaq Stock Market LLC notifying the Company that it was not in compliance with the minimum bid price requirement of $1.00 per share for continued listing. …

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