UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
For the transition period from __________to _________
Commission file number
(Exact name of registrant as specified in its charter)
| State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization | Identification No.) | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| OTC Pink | ||||
Indicate
by check mark whether the registrant (1) has 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.
Indicate
by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File required
to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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 | ☐ |
| ☐ | 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
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The Registrant’s shares were last sold at a price of $0.66 per share. Although the Registrant’s stock has very few trades and limited volume, based on the last sales price of $0.66 shares held by non-affiliates would have a market value of $863,939.
As of May 15, 2026, the Registrant had shares of common stock issued and outstanding.
No documents are incorporated into the text by reference.
NOTES REGARDING OUR COMPANY
Forward Looking Statements
This periodic report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, plans and objectives of management. Statements in this periodic report that are not historical facts are hereby identified as forward-looking statements. Our Company and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this Quarterly Report and other filings with the Securities and Exchange Commission and in reports to our Company’s stockholders. Management believes that all statements that express expectations and projections with respect to future matters, as well as from developments beyond our Company’s control including changes in global economic conditions are forward-looking statements within the meaning of the Act. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and business performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Factors that may affect forward-looking statements include a wide range of factors that could materially affect future developments and performance, including the following:
Changes in Company-wide strategies, which may result in changes in the types or mix of businesses in which our Company is involved or chooses to invest; changes in U.S., global or regional economic conditions; changes in U.S. and global financial and equity markets, including significant interest rate fluctuations, which may impede our Company’s access to, or increase the cost of, external financing for our operations and investments; increased competitive pressures, both domestically and internationally; legal and regulatory developments, such as regulatory actions affecting environmental activities; the imposition by foreign countries of trade restrictions and changes in international tax laws or currency controls; adverse weather conditions or natural disasters, such as hurricanes and earthquakes; and labor disputes, which may lead to increased costs or disruption of operations.
This list of factors that may affect future performance and the accuracy of forward-looking statements are illustrative, but by no means exhaustive.
Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
Disclosures Related to Our Chinese Operations
China Foods Holdings Ltd. (the “Company”, “CFOO”, or “we”) was incorporated in Delaware on January 10, 2019. The Company is a Delaware holding company and we conduct our primary operations in China through our wholly owned subsidiary Guangzhou Xiao Xiang Health Industry Company Limited, a limited liability company organized under the laws of China on March 8, 2017 (“GXXHIC”). GXXHIC is wholly owned by Alpha Wellness (HK) Limited, a limited liability company organized under the laws of Hong Kong on April 24, 2019, which is in turn wholly owned by Elite Creation Group, a limited liability company formed under the laws of the British Virgin Islands formed on September 5, 2018. Alpha Wellness (HK) Limited and Elite Creation Group are holding companies without operations and are wholly owned by the Company.
Substantially all of our operations are conducted in China, and are governed by Chinese laws, rules and regulations. Our subsidiary, GXXHIC, is subject to Chinese laws, rules, and regulations. Uncertainties with respect to the interpretation and enforcement of Chinese laws, rules and regulations could have a material adverse effect on us. Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding that the rules and regulations in China can change quickly with little advance notice and that the Chinese government may intervene or influence our operations at any time, could result in a material adverse change in our operations and the value of our securities.
We do not believe that GXXHIC is in violation of any laws, rules or regulations but since these newly enacted rules are still evolving, we cannot assure you that our business operations comply with such regulations and authorities’ requirements in all respects during the development of these new rules. However, in terms of business operation, GXXHIC expects to adapt to the newly issued rules and take dependent measures to comply with the laws and regulations of the Chinese authorities. The People’s Republic of China (the “PRC”) government’s authority in regulating our operations and its oversight and control over offerings and listings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline or be worthless. Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our securities. But so far, the current operation and securities value of CFOO are stable, and we believe that its risks are to the Company are manageable.
GXXHIC has received a Business License from the relevant department of the State Administration for Market Regulation. Apart from the Business License, GXXHIC may be subject to additional licensing requirements for our business operation due to the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practice by relevant government authorities.
For more information on these risks and other risks relating to our company, please see our 2025 Annual Report on Form 10-K for the year ended December 31, 2025.
The Holding Foreign Companies Accountable Act
The Holding Foreign Companies Accountable Act (the “HFCAA”), was enacted on December 18, 2020. The HFCAA requires that the Public Company Accounting Oversight Board (the “PCAOB”) determine whether it is unable to inspect or investigate completely registered public accounting firms located in a non-U.S. jurisdiction because of a position taken by one or more authorities in that jurisdiction. Our auditor through April 9, 2024, HKCM & CPA Co., is based in Hong Kong and is subject to the determinations announced by the PCAOB on December 16, 2021 and the HFCAA. On April 9, 2024, the Company engaged an auditor, Olayinka Oyebola and Co., a PCAOB approved auditing firm based in Lagos, Nigeria. On October 17, 2024, the Company engaged a new auditor J&S Associate PLT a PCAOB approved auditing firm based in Kuala Lumpur, Malaysia. On March 5, 2026, J&S Associate PLT had resigned as the Company’s auditor. On March 20, 2026, the Company engaged a new auditor BZ CPA Inc as its new auditor which is a PCAOB approved auditing firm based in Dallas, Texas USA. On December 16, 2021, the PCAOB reported its determination that it was unable to inspect or investigate completely registered public accounting firms headquartered in the PRC and Hong Kong, because of positions taken by PRC authorities in those jurisdictions. On March 30, 2022, based on this determination, the Company was transferred to the SEC’s “Conclusive list of issuers identified under the HFCA.” Since our auditor at the time was located in Hong Kong, a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the Chinese authorities, our auditor was not currently inspected by the PCAOB. The HFCAA states that if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for two consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States. The related risks and uncertainties could cause the value of our shares to significantly decline or be worthless.
Table of Contents
| Page | ||
| No. | ||
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Unaudited Condensed Consolidated Financial Statements | 3 |
| Notes to Unaudited Condensed Consolidated Financial Statements | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 |
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 26 |
| Item 4. | Controls and Procedures | 26 |
| PART II – OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 27 |
| Item 1A. | Risk Factors | 27 |
| Item 2. | Unregistered Sales of Equity Securities and Proceeds | 27 |
| Item 3. | Defaults Upon Senior Securities | 27 |
| Item 4. | Mine Safety Disclosure | 27 |
| Item 5. | Other Information | 27 |
| Item 6. | Exhibits | 27 |
| SIGNATURES | 28 | |
| 2 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
China Foods Holdings Ltd.
Condensed Consolidated Balance Sheets
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepayments, deposits and other receivables | ||||||||
| Inventories, net | ||||||||
| Amount due from a director | ||||||||
| Income tax refundable | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets | ||||||||
| Plant and equipment, net | ||||||||
| Right of use assets, net | ||||||||
| Intangible assets, net | ||||||||
| Total Non-Current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accrued liabilities and other payables | $ | $ | ||||||
| Customer deposits | ||||||||
| Lease liabilities | ||||||||
| Amount due to directors | ||||||||
| Amount due to a related company | ||||||||
| Amount due to related parties | ||||||||
| Total Current Liabilities | ||||||||
| Non Current Liabilities | ||||||||
| Lease liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ (Deficit) Equity | ||||||||
| Common stock $ par value, shares authorized, and shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
China Foods Holdings Ltd.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Currency expressed in United States Dollars (“US$”), except for number of shares)
(Unaudited)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue, net | $ | $ | ||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Selling and distribution expenses | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Loss from operation | ( | ) | ( | ) | ||||
| Other income: | ||||||||
| Interest income | ||||||||
| Sundry income | ||||||||
| Total other income | ||||||||
| Loss before income tax | ( | ) | ( | ) | ||||
| Income tax expenses | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive loss | ||||||||
| Foreign currency adjustment loss | ( | ) | ( | ) | ||||
| COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
| Net loss per common share | ||||||||
| Basic and diluted | $ | ) | $ | ) | ||||
| Weighted average number of common share | ||||||||
| Basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
China Foods Holdings Ltd.
Condensed Consolidated Statements of Changes in Shareholders’ (Deficit) Equity
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| For the three months ended March 31, 2026 | ||||||||||||||||||||||||
| Common Stock | Additional paid-in | Accumulated | Accumulated other comprehensive | Total stockholders’ | ||||||||||||||||||||
| Share | Amount | capital | deficit | loss | deficit | |||||||||||||||||||
| Balance at January 1, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2026 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| For the three months ended March 31, 2025 | ||||||||||||||||||||||||
| Common Stock | Additional paid-in | Accumulated | Accumulated other comprehensive | Total stockholders’ | ||||||||||||||||||||
| Share | Amount | capital | deficit | loss | deficit | |||||||||||||||||||
| Balance at January 1, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at March 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
China Foods Holdings Ltd.
Condensed Consolidated Statements of Cash Flows
(Currency expressed in United States Dollars (“US$”))
(Unaudited)
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Depreciation of plant and equipment | ||||||||
| Depreciation of right of use assets | ||||||||
| Amortization of intangible assets | ||||||||
| Non-cash lease expense | ||||||||
| ( | ) | ( | ) | |||||
| Change in operating assets and liabilities: | ||||||||
| Prepayments, deposits and other receivables | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ( | ) | ||||
| Accrued liabilities and other payables | ||||||||
| Customer deposits | ||||||||
| Lease liabilities | ( | ) | ||||||
| Income tax refundable | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Advance from related parties | ||||||||
| Advance from directors | ||||||||
| Advance from a related company | ||||||||
| Net cash provided by financing activities | ||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||
| Net change in cash and cash equivalents | ( | ) | ( | ) | ||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
China Foods Holdings Ltd.
Notes to Unaudited Condensed Consolidated Financial Statements
(Currency expressed in United States Dollars (“US$”), except for number of shares)
NOTE 1 – NATURE OF OPERATIONS
China Foods Holdings Ltd. (the “Company” or “CFOO”) was incorporated in Delaware on January 10, 2019.
The Company is a health and wellness company that develops, markets, promotes and distributes a variety of customized health and wellness care products and services, including supplements, healthy snacks, meal replacements, skincare products, and nutritional consultation services to consumers in China. The Company works with certain licensed healthcare food factories to develop and manufacture products and services that are distributed conventionally through sales agents and also through a network of e-commerce and social media platforms.
The following table depicts the description of the Company’s subsidiaries:
| Name | Place of incorporation and kind of legal entity | Principal activities | Particulars of registered/ paid up share capital | Effective interest held | ||||||
| Elite Creation Group Limited | issued shares of US$ |
% | ||||||||
| Alpha Wellness (HK) Limited | issued shares for HK$ |
% | ||||||||
| Guangzhou Xiao Xiang Health Industry Company Limited | RMB
|
% | ||||||||
The Company and its subsidiaries are hereinafter referred to as the “Company”.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation and consolidation
The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting, and in accordance with instructions for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contained in this report reflect all adjustments that are normal and recurring in nature and considered necessary for a fair presentation of the financial position and the results of operations for the interim periods presented. The year-end balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The results of operations for the interim period are not necessarily indicative of the results expected for the full year. These unaudited condensed consolidated financial statements, footnote disclosures and other information should be read in conjunction with the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed on April 15, 2026.
| 7 |
The unaudited condensed consolidated financial statements are presented in US Dollars and include the accounts of the Company and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant areas for which management uses estimates include:
| ● | inventories; |
| ● | estimated lives for tangible and intangible assets; and |
| ● | Valuation allowance for deferred tax assets |
These estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary.
Segment Reporting
Accounting
Standards Codification (“ASC”) Topic 280, “Segment Reporting” establishes standards for reporting information
about operating segments on a basis consistent with the Company’s internal organization structure as well as information about
geographical areas, business segments and major customers in consolidated financial statements. Currently, the Company operates in
Cash and cash equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Accounts receivable
Accounts
receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30
to 90 days from completion of service. Credit is extended based on evaluation of a customer’s financial condition, the customer
credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered
past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of fiscal
year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions
to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for
any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or
not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal
resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted
and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.
As of March 31, 2026 and December 31, 2025, there was
Allowance for Expected Credit Losses
In accordance with ASC Topic 326, “Credit Losses – Measurement of Credit Losses on Financial Instruments” (ASC 326), the Company utilizes the current expected credit losses (“CECL”) model to determine an allowance that reflects its best estimate of the expected credit losses on accounts receivable, prepayments, deposits and other receivables which is recorded as a liability to offset the receivables. The CECL model is prepared after considering historical experience, current conditions, and reasonable and supportable economic forecasts to estimate expected credit losses. Accounts receivable, prepayments, deposits and other receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense.
As
of March 31, 2026 and December 31, 2025, there was
Inventories
Inventories
are stated at the lower of cost or market value (net realizable value), cost being determined on a first-in-first-out method. Costs include
material and manufacturing overhead costs. The Company provides inventory allowances based on excess and obsolete inventories determined
principally by customer demand. As of March 31, 2026 and December 31, 2025, the Company did
| 8 |
Plant and equipment
Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
| Expected useful lives | Residual value | |||||
| Furniture, fixture and equipment | % | |||||
| Motor vehicle | % | |||||
| Leasehold improvement | % | |||||
Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
Depreciation
expense for the three months ended March 31, 2026 and 2025 were $
Intangible assets
Intangible assets represented trademarks of their products and are stated at cost less accumulated amortization and any recognized impairment loss.
Amortization
is provided over the term of their registrations on a straight-line basis, which is
Amortization
expense for the three months ended March 31, 2026 and 2025 were $
Impairment of long-lived assets
In accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as plant and equipment, as well as intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There has been no impairment charge for the periods presented.
Revenue recognition
The Company adopted Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied and the customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:
| ● | identify the contract with a customer; | |
| ● | identify the performance obligations in the contract; | |
| ● | determine the transaction price; | |
| ● | allocate the transaction price to performance obligations in the contract; and | |
| ● | recognize revenue as the performance obligation is satisfied. |
| 9 |
Currently, the Company operates two business segments.
Healthcare Business mainly provides health consulting advisory services and healthcare and wellness products to customers.
Revenue is earned from the rendering of health consulting advisory services to customers. The Company recognizes services revenue over the period in which such services are performed. Amounts expected to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as deferred revenue, net of current portion.
The sale and distribution of healthcare products, such as (i) Nutrition Catering (ii) Special Health Food (iii) Health Supplement and (iv) Skincare, is the only performance obligation under the fixed-fee arrangements. Revenue is recognized when control of healthcare products transfers to the customer, typically upon delivery, if that is the point at which the performance obligation is satisfied. The Company records its revenues, net of value added taxes (“VAT”) on the majority of the products at the rate of 13% on the invoiced value of sales. The cost, such as shipping cost and material cost, is recognized when the product is delivered to customers. The Company records its cost including taxes.
Wine Business mainly provides wine products to customers. Revenue is recognized from the sale of wine products upon delivery to customers, whereas the title and risk of loss are fully transferred to customers. The Company records its revenues, net of value added taxes (“VAT”) on the majority of the products at the rate of 13% on the invoiced value of sales. The cost, such as shipping cost and material cost, is recognized when the product is delivered to customers. The Company records its cost including taxes.
Disaggregation of Revenue
The following table provides information about disaggregated revenue from customers into the nature of the products and services, and geographic regions, and includes a reconciliation of the disaggregated revenue with reportable segments.
| For the Three | For the Three | |||||||
| Months Ended | Months Ended | |||||||
| March 31, 2026 | March 31, 2025 | |||||||
| Sale of wine products | $ | $ | ||||||
| Sales of healthcare products | ||||||||
| TOTAL | $ | $ | ||||||
| 10 |
Income taxes
The
Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits
claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13,
the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will
be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in
the consolidated financial statements from such a position should be measured based on the largest benefit that has a
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.
Foreign currencies translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited condensed consolidated statement of operations.
The reporting currency of the Company is United States Dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong SAR and the PRC and maintain its books and record in its local currency, Hong Kong Dollars (“HK$”) and Renminbi (“RMB”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholders’ equity.
Translation of amounts from HK$ and RMB into US$ has been made at the following exchange rates for the three months ended March 31, 2026 and 2025:
| 2026 | 2025 | |||||||
| Period-end HK$:US$ exchange rate | ||||||||
| Period average HK$:US$ exchange rate | ||||||||
| Period-end RMB:US$ exchange rate | ||||||||
| Period average RMB:US$ exchange rate | ||||||||
The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share”. Basic (loss) income per share is computed by dividing the net (loss) income by the weighted-average number of common shares outstanding during the period. Diluted (loss) income per share is computed similar to basic (loss) income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive. Potential common stocks that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share.
| 11 |
Comprehensive income
ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying condensed consolidated statements of changes in stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.
Retirement plan costs
Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service is provided.
Leases
The Company adopts the FASB Accounting Standards Update (“ASU”) 2016-02 “Leases (Topic 842)” for all periods presented. This standard requires lessees to recognize lease assets (“right of use”) and related lease obligations (“lease liabilities”) on the balance sheet for leases with terms in excess of 12 months.
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized, based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Related parties
The Company follows the ASC Topic 850-10, “Related Party” for the identification of related parties and disclosure of related party transactions.
Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
| 12 |
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
Commitments and contingencies
The Company follows the ASC Topic 450-20, “Commitments” to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Fair value measurement
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:
| Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | |
| Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
| Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. |
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits and other receivables, accounts payable, accrued liabilities and other payables, and customer deposits approximate their fair values because of the short maturity of these instruments.
| 13 |
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
Accounting Standards Recently Adopted
In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related earnings per share guidance. This standard became effective for the Company beginning on January 1, 2022. Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company adopted this guidance effective January 1, 2022, and the adoption of this standard did not have a material impact on its consolidated financial statements.
In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This ASU clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options (i.e. warrants) so that the transaction should be treated as an exchange of the original instrument for a new instrument. This standard is effective for fiscal years beginning after December 15, 2021, on a prospective basis, with early adoption permitted. The Company adopted this guidance effective January 1, 2022, and the adoption of this standard did not have a material impact on its consolidated financial statements.
In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848. This ASU defers the sunset date of Topic 848, which provides relief to entities affected by reference rate reform. The ASU defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2025. The standard is effective immediately and the Company adopted the standard in December 2022 with no financial impact. The Company is currently assessing the impact ASU 2020-04, for which this ASU 2022-06 relates, will have on its consolidated financial statements.
In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements. This ASU clarifies the accounting for leasehold improvements associated with common control leases and allows lessees to amortize improvements over the useful life if certain criteria are met. The standard is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company early adopted ASU 2023-01 in 2023. The adoption did not have a material impact on the Company’s consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, to enhance the transparency and decision-usefulness of segment information. This ASU requires disclosure of significant segment expenses regularly reviewed by the chief operating decision maker (CODM). The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company is currently evaluating the impact of this ASU on its segment disclosure but does not expect it to have a material effect on the consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances income tax disclosures primarily related to the rate reconciliation and income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently assessing the potential impact of the adoption of this standard on its disclosures.
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
NOTE 3 – LIQUIDITY AND GOING CONCERN
The
Company’s cash balance as of March 31, 2026, was $
The Company continued to operate and fulfill contractual obligations during the period and has received substantial customer payments and has ongoing signed contracts that are expected to result in revenue recognition in the near future, supporting the continuity of its business operations.
Furthermore, the Company has entered into legally binding, unconditional, and enforceable agreements with its controlling shareholder to provide financial support sufficient to meet all obligations as they fall due for at least the next 12 months. The shareholder has a demonstrated history of providing such support, including capital injections and shareholder loans in recent periods. Management’s liquidity forecasts indicate that the Company will have sufficient resources to fund its operations without reliance on external financing.
Accordingly, management has concluded that there is no substantial doubt about the Company’s ability to continue as a going concern for at least 12 months from the date of issuance of these financial statements.
| 14 |
NOTE 4 – SEGMENT REPORTING
Currently,
the Company has
| (i) | Healthcare Segment, mainly provides health consulting advisory services and healthcare and wellness products to the customers; and |
| (ii) | Wine Segment, mainly provides the wine products to the customers. |
In the following table, revenue is disaggregated by primary major product line, including a reconciliation of the disaggregated revenue with the reportable segments.
| Three months ended March 31, 2026 | ||||||||||||
| Healthcare Segment | Wine Segment | Total | ||||||||||
| Revenue from external customers: | ||||||||||||
| Sale of healthcare products | $ | $ | $ | |||||||||
| Sale of wine products | ||||||||||||
| Total revenue | ||||||||||||
| Cost of revenue: | ||||||||||||
| Sale of healthcare products | ( | ) | ( | ) | ||||||||
| Sale of wine products | ( | ) | ( | ) | ||||||||
| Total cost of revenue | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Operating expenses: | ||||||||||||
| Selling and distribution | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Segment loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Three months ended March 31, 2025 | ||||||||||||
| Healthcare Segment | Wine Segment | Total | ||||||||||
| Revenue from external customers: | ||||||||||||
| Sale of healthcare products | $ | $ | $ | |||||||||
| Sale of wine products | ||||||||||||
| Total revenue | ||||||||||||
| Cost of revenue: | ||||||||||||
| Sale of healthcare products | ( | ) | ( | ) | ||||||||
| Sale of wine products | ||||||||||||
| tal cost of revenue | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||
| Operating Expenses | ||||||||||||
| Selling and distribution | ( | ) | ( | ) | ||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Segment loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| 15 |
The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables:
| For the Three | For the Three | |||||||
| Months Ended | Months Ended | |||||||
| March 31, 2026 | March 31, 2025 | |||||||
| Hong Kong | $ | $ | ||||||
| China | ||||||||
| TOTAL | $ | $ | ||||||
NOTE 5 – DEPOSITS AND OTHER RECEIVABLES
Deposits and other receivables consisted of the following:
| March 31, 2026 | December 31, 2025 | |||||||
| (Audited) | ||||||||
| Prepayment | $ | $ | ||||||
| Purchase deposits | ||||||||
| Rental and utility deposits | ||||||||
| Other receivables | ||||||||
| $ | $ | |||||||
NOTE 6 – INVENTORIES
Inventories consisted of the following:
| March 31, 2026 | December 31, 2025 | |||||||
| (Audited) | ||||||||
| Finished goods – Wine products | $ | $ | ||||||
| Finished goods – Healthcare products | ||||||||
| $ | $ | |||||||
For
the three months ended March 31, 2026 and year ended December 31, 2025,
| 16 |
NOTE 7 – PLANT AND EQUIPMENT
| March 31, 2026 | December 31, 2025 | |||||||
| (Audited) | ||||||||
| Motor vehicle | $ | $ | ||||||
| Furniture, fixture and equipment | ||||||||
| Foreign translation difference, net | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Foreign translation difference, net | ( | ) | ( | ) | ||||
| Plant and equipment. net | $ | $ | ||||||
Depreciation
expenses for the three months ended March 31, 2026 and 2025 were $
NOTE 8 – CUSTOMER DEPOSITS
Customer deposits represented cash paid to the Company from the customers, for which the Company has an obligation to deliver the orders to satisfy the customers, or to return the funds, within twelve months.
As
of March 31, 2026 and December 31, 2025, the deposit received from customers was $
NOTE 9 – AMOUNTS DUE TO DIRECTORS, A RELATED COMPANY AND A RELATED PARTY
The amounts represented temporary advances to the Company by its directors, its related company and its related party which were unsecured, interest-free and had no fixed terms of repayments.
NOTE 10 – LEASE
The Company has a lease agreement for its warehouse from November
1, 2025, to October 31, 2027. The Operating lease right -of-use assets and liabilities are recognized at the commencement date based
on the present value of lease payments over the lease term. The Discount rate used to calculate present value is the incremental borrowing
rate or, if available, the rate implicit in the lease. The company determines the incremental borrowing rate for this lease based primarily
on its lease term in PRC which is approximately 4.75%.
The Company leased a warehouse under a non-cancelable operating lease with a term of two years. Under the terms of the lease agreement, the Company may apply for a renewal three months prior to the expiration of the lease term, subject to the Landlord’s consent. Upon termination of the lease, the Landlord has agreed to refund the security deposit, provided that the original deposit receipt is returned.
Right of use assets and lease liability – right of use are as follows:
| March 31, 2026 | December 31, 2025 | |||||||
| (Audited) | ||||||||
| Right-of-use assets | $ | $ | ||||||
The lease liability is as follows:
| March 31, 2026 | December 31, 2025 | |||||||
| (Audited) | ||||||||
| Current portion | $ | $ | ||||||
| Non-current portion | ||||||||
| Total | $ | $ | ||||||
| Total lease liability | $ | $ | ||||||
The future minimum lease payment schedule as follows:
| For the year ended March 31, | Amount | |||
| 2027 | $ | |||
| 2028 | ||||
| Total lease payment at Present Value | $ | |||
| 17 |
NOTE 11 – STOCKHOLDERS’ EQUITY
Common Stock
The Company is authorized, subject to limitations prescribed by Delaware law, to issue up to shares of common stock with a par value of $.
Dividend Rights
Subject to preferences that may apply to shares of preferred stock outstanding at the time, the holders of outstanding shares of our common stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and only then at the times and in the amounts that our board of directors may determine.
Voting Rights
Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Under our Certificate of Incorporation, stockholders do not have the right to cumulate votes for the election of directors.
No Preemptive or Similar Rights
Our common stock is not entitled to preemptive rights and is not subject to conversion, redemption or sinking fund provisions.
Right to Receive Liquidation Distributions
Upon our dissolution, liquidation or winding-up, the assets legally available for distribution to our stockholders are distributable ratably among the holders of our common stock, subject to prior satisfaction of all outstanding debt and liabilities and the preferential rights and payment of liquidation preferences, if any, on any outstanding shares of preferred stock.
As of March 31, 2026 and December 31, 2025, a total of and outstanding shares of common stock were issued, respectively.
Preferred Stock
The Company is not currently authorized to issue shares of preferred stock. The Certificate of Incorporation, however, allows the board of directors to authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of the common stock in the event that shares of preferred stock are authorized in the future. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our Company and may adversely affect the market price of our common stock and the voting and other rights of the holders of common stock. The Company has no current plans to issue any shares of preferred stock.
| 18 |
Basic net loss per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net loss per share. The following table sets forth the computation of basic and diluted net loss per share for the three months ended March 31, 2026 and 2025.
| Three Months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net loss attributable to common shareholders | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding – Basic and diluted | ||||||||
| Net loss per share – Basic and diluted | $ | ) | $ | ) | ||||
For the three months ended March 31, 2026 and 2025, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.
NOTE 13 – INCOME TAXES
The provision for income taxes consisted of the following:
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Current tax | $ | $ | ||||||
| Deferred tax | ||||||||
| Income tax expense | $ | $ | ||||||
The Company mainly operates in the PRC that is subject to taxes in the governing jurisdictions in which it operates. The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate, as follows:
United States of America
CFOO
is registered in the State of Delaware and is subject to US federal corporate income tax.
For
the three months ended March 31, 2026 and 2025, the Company did
As
of March 31, 2026, the operation in the United States incurred $
BVI
ECGL is incorporated in the British Virgin Islands and is not subject to taxation. In addition, upon payments of dividends by these entities to their shareholder, no British Virgin Islands withholding tax will be imposed.
| 19 |
Hong Kong
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Loss before income tax | $ | ( | ) | $ | ( | ) | ||
| Statutory income tax rate | % | % | ||||||
| Income tax expense at statutory rate | ( | ) | ( | ) | ||||
| Tax adjustments | ||||||||
| Net operating loss | ||||||||
| Income tax expense | $ | $ | ||||||
The PRC
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | ||
| Statutory income tax rate | % | % | ||||||
| Income tax expense at statutory rate | ( | ) | ( | ) | ||||
| Net operating loss | ||||||||
| Income tax expense | $ | $ | ||||||
The following table sets forth the significant components of the deferred tax assets of the Company as of March 31, 2026 and December 31, 2025:
| March 31, 2026 | December 31, 2025 | |||||||
| (Audited) | ||||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | ||||||||
| - United States | $ | |||||||
| - Hong Kong | ||||||||
| - PRC | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net | $ | $ | ||||||
The
Company recognizes interest and penalties, if applicable, related to uncertain tax positions in the income tax provision. There were
The Company files income tax returns in U.S. federal, U.S. state and foreign jurisdictions. With some exceptions, most tax years remain open to examination by the taxing authorities due to the Company’s NOL carryforwards.
| 20 |
NOTE 14 – PENSION COSTS
The
Company is required to make contributions to their employees under a government-mandated defined contribution pension scheme for its
eligible full-times employees in the People’s Republic of China and mandatory provident funds for its eligible full-times employees
in Hong Kong. The Company is required to contribute a specified percentage of the participants’ relevant income based on their
ages and wage level. For the three months ended March 31, 2026 and 2025, $
NOTE 15 – RELATED PARTY TRANSACTIONS
From
time to time, the Company’s directors, related party and related company advanced funds to the Company for working capital purposes.
Those advances are unsecured, non-interest bearing and due on demand. As of March 31, 2026 and December 31, 2025, the Company owed the
balance of $
Apart from the transactions and balances detailed elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.
NOTE 16 – CONCENTRATIONS OF RISK
The Company is exposed to the following concentrations of risk:
(a) Major customers
For the three months ended March 31, 2026 and 2025, the customer who accounts for 10% or more of the Company’s revenues, are presented as follows:
| Three months ended March 31, 2026 | ||||||||
| Percentage of | ||||||||
| Revenues | revenues | |||||||
| Customer D | $ | % | ||||||
| Customer M | % | |||||||
| % | ||||||||
| Three months ended March 31, 2025 | ||||||||
| Percentage of | ||||||||
| Revenues | revenues | |||||||
| Customer D | $ | % | ||||||
| 21 |
(b) Major vendors
For the three months ended March 31, 2026 and 2025, the vendors that account for 10% or more of the Company’s purchases, are presented as follows:
| Three months ended March 31, 2026 | ||||||||
| Percentage | ||||||||
| Vendor | Purchases | of purchases | ||||||
| Vendor A | $ | % | ||||||
| Vendor L | $ | % | ||||||
| % | ||||||||
| Three months ended March 31, 2025 | ||||||||
| Percentage | ||||||||
| Vendor | Purchases | of purchases | ||||||
| Vendor B | $ | % | ||||||
All of the Company’s vendors are located in the PRC.
(c) Credit risk
Financial instruments that are potentially subject to credit risk consist principally of trade receivables. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.
(d) Economic and political risk
The Company’s major operations are conducted in the PRC. Accordingly, the political, economic, and legal environments in the PRC, as well as the general state of the PRC’s economy may influence the Company’s business, financial condition, and results of operations.
(e) Exchange rate risk
The Company cannot guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of RMB converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
NOTE 17 - COMMITMENTS AND CONTINGENCIES
As of March 31, 2026, the Company has no material commitments or contingencies.
NOTE 18 - SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2026 up through the date the Company issued the unaudited condensed consolidated financial statements. During the period, the Company did not have any material recognizable subsequent events.
| 22 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This periodic report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to the financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive positions, growth opportunities for existing products, plans and objectives of management. Statements in this periodic report that are not historical facts are hereby identified as forward-looking statements. Our Company and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this Quarterly Report and other filings with the Securities and Exchange Commission and in reports to our Company’s stockholders. Management believes that all statements that express expectations and projections with respect to future matters, as well as from developments beyond our Company’s control including changes in global economic conditions are forward-looking statements within the meaning of the Act. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and business performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Factors that may affect forward-looking statements include a wide range of factors that could materially affect future developments and performance, including the following:
Changes in Company-wide strategies, which may result in changes in the types or mix of businesses in which our Company is involved or chooses to invest; changes in U.S., global or regional economic conditions; changes in U.S. and global financial and equity markets, including significant interest rate fluctuations, which may impede our Company’s access to, or increase the cost of, external financing for our operations and investments; increased competitive pressures, both domestically and internationally; legal and regulatory developments, such as regulatory actions affecting environmental activities; the imposition by foreign countries of trade restrictions and changes in international tax laws or currency controls; adverse weather conditions or natural disasters, such as hurricanes and earthquakes; and labor disputes, which may lead to increased costs or disruption of operations.
This list of factors that may affect future performance and the accuracy of forward-looking statements are illustrative, but by no means exhaustive.
Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
Business Overview
We are a health and wellness company that develops, markets, promotes and distributes a variety of customized health and wellness care products and services, including supplements, healthy snacks, meal replacements, skincare products, and nutritional consultation services to consumers in China and Hong Kong. We work with certain licensed healthcare food factories to develop and manufacture products and services that are distributed conventionally through sales agents and also through a network of e-commerce and social media platforms.
In addition to products, we are committed to providing customized science-based wellness consultation and service programs to customers. Our diverse products and services target health-conscious customers and differentiate based upon age and gender and seek to manage different conditions. We reach out to customers fitting certain health and lifestyle profiles through our offline and online consultation services, and track eating habits and health indicators to provide customized products such as supplements. We believe this will facilitate the ability of customers to monitor, understand and adjust their health practices and lifestyle anytime and anywhere for increased customer engagement and retention.
While recent trade tensions and high tariffs pose potential risks to our supply chain and pricing, we are actively monitoring the situation and implementing strategies such as supplier diversification, local sourcing, and logistics optimization to mitigate these impacts. Committed to innovation and customer well-being, we strive to provide holistic, accessible, and customized wellness solutions that empower our customers to lead healthier lives despite the evolving global trade environment.
We conduct our business through our wholly owned subsidiary Guangzhou Xiao Xiang Health Industry Company Limited, a limited liability company organized under the laws of China on March 8, 2017 and Alpha Wellness (HK) Limited, a limited liability company organized under the laws of Hong Kong on April 24, 2019. Elite Creation Group, a limited liability company formed under the laws of the British Virgin Islands formed on September 5, 2018, is a holding company without operations.
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RESULTS OF OPERATIONS
The following table sets forth certain operational data for the three months ended March 31, 2026 and 2025:
| Three Months Ended | Three Months Ended | |||||||
| March 31, 2026 | March 31, 2025 | |||||||
| Revenue, net | $ | 253 | $ | 41 | ||||
| Cost of revenue | (24 | ) | (16 | ) | ||||
| Gross profit | 229 | 25 | ||||||
| Total operating expenses | (61,827 | ) | (103,766 | ) | ||||
| Total other income | 1 | 186 | ||||||
| Loss before income tax | (61,597 | ) | (103,555 | ) | ||||
| Income tax expenses | - | - | ||||||
| Net loss | (61,597 | ) | (103,555 | ) | ||||
Revenue. For the three months ended March 31, 2026, we generated revenues of $253. For the comparative three months ended March 31, 2025, we generated revenues of $41. There was an increase in revenue because of the increase in sales of wine products during the quarter.
Cost of Revenue. For the three months ended March 31, the cost of revenue was $24, and as a percentage of net revenue, approximately 9%, the cost of revenue for the three months ended March 31, 2025 was $16, and as a percentage of net revenue, approximately 39%. The cost of revenue increased due to the increase in sales of wine products in China mentioned above.
Gross Profit. For the three months ended March 31, 2026 and 2025, the gross profit was $229 and $25, respectively, the gross profit margin was 91% and 61%, respectively.
Operating Expenses. For the three months ended March 31, 2026 and 2025, the operating cost was $61,827 and $103,766, respectively. The decrease in operating expenses was primarily due to effective cost control by management.
Other Income. For the three months ended March 31, 2026 and 2025, the total other income was $1 and $186, respectively. The total other income decreased due to less interest income during the period ended March 31, 2026 compared to the period ended March 31, 2025.
Net Loss. For the three months ended March 31, 2026 and 2025, we incurred a net loss of $61,597 and $103,555, respectively. The decrease in net loss was primarily attributable to the decrease in general and administrative expenses.
Liquidity and Capital Resources
As of March 31, 2026, we had cash and cash equivalents of $9,806.
As of December 31, 2025, we had cash and cash equivalents of $9,893.
We believe that our current cash and other sources of liquidity discussed below are adequate to support general operations for at least the next 12 months.
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash (used in) operating activities | $ | (55,933 | ) | $ | (100,870 | ) | ||
| Net cash provided by financing activities | 56,924 | 85,942 | ||||||
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Net Cash Used In Operating Activities.
For the three months ended March 31, 2026, net cash used in operating activities was $55,933, which primarily consisted of a net loss of $61,597, non-cash adjustments of depreciation of plant and equipment of $1,752, non-cash adjustments of depreciation of right of use assets of $2,719, amortization of intangible asset of $122, non-cash lease expense of $235, increase in deposits and other receivables of $716, increase in inventories of $482, increase in accrued liabilities and other payables of $3,382, increase in customer deposits of $1,985, decease in lease liabilities of 2,954 and increase in income tax refundable of $379.
For the three months ended March 31, 2025, net cash used in operating activities was $100,870, which primarily consisted of a net loss of $103,555, non-cash adjustments of depreciation of plant and equipment of $1,747, amortization of intangible asset of $116, increase in deposits and other receivables of $14,729, increase in inventories of $23,559, increase in accrued liabilities and other payables of $1,656, increase in customer deposits of $43,362 and increase in income tax refundable of $5,908.
We expect to continue to rely on cash generated through financing from our existing stockholders and private placements of our securities, however, to finance our operations and future acquisitions.
Net Cash provided by Financing Activities.
For the three months ended March 31, 2026, net cash provided by financing activities was $36,452 advance from related parties, $20,405 advanced from directors and $67 advanced from a related company.
For the three months ended March 31, 2025, net cash provided by financing activities was $44,184 advance from a related party, $34,553 advanced from directors and $7,205 advanced from a related company.
Off Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements, and it is not anticipated that the Company will enter into any off-balance sheet arrangements.
Critical Accounting Policies, Judgments and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management’s subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following accounting policies are critical in the preparation of our financial statements.
The Company’s accounting policies are more fully described in Note 1 and 2 of the unaudited condensed consolidated financial statements. As discussed in Note 1 and 2, the preparation of the unaudited condensed consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions about the future events that affect the amounts reported in the financial statements and the accompanying notes. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual differences could differ from these estimates under different assumptions or conditions. The Company believes that the following addresses the Company’s most critical accounting policies.
Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets will be reflected on the balance sheet when it is determined that it is more likely than not that the asset will be realized. A valuation allowance has currently been recorded to reduce our deferred tax asset to $0.
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Forward-looking Statements
The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on behalf of our Company. Our Company and our representatives may from time to time make written or oral statements that are “forward-looking,” including statements contained in this report and other filings with the Securities and Exchange Commission and in reports to our Company’s stockholders. Management believes that all statements that express expectations and projections with respect to future matters, as well as from developments beyond our Company’s control including changes in global economic conditions are forward-looking statements within the meaning of the Act. These statements are made on the basis of management’s views and assumptions, as of the time the statements are made, regarding future events and business performance. There can be no assurance, however, that management’s expectations will necessarily come to pass. Factors that may affect forward-looking statements include a wide range of factors that could materially affect future developments and performance, including the following:
Changes in Company-wide strategies, which may result in changes in the types or mix of businesses in which our Company is involved or chooses to invest; changes in U.S., global or regional economic conditions; changes in U.S. and global financial and equity markets, including significant interest rate fluctuations, which may impede our Company’s access to, or increase the cost of, external financing for our operations and investments; increased competitive pressures, both domestically and internationally; legal and regulatory developments, such as regulatory actions affecting environmental activities; the imposition by foreign countries of trade restrictions and changes in international tax laws or currency controls; adverse weather conditions or natural disasters, such as hurricanes and earthquakes; and labor disputes, which may lead to increased costs or disruption of operations.
This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative, but by no means exhaustive.
Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company.
(a) Evaluation of Disclosure Controls and Procedures
Our management evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President and Principal Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were not effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected but we believe the controls and procedures do provide a reasonable assurance.
(b) Changes in the Company’s Internal Controls Over Financial Reporting
There have been no changes in internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the internal control over financial reporting.
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Part II - Other Information
Item 1. Legal Proceedings
There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 2. Unregistered Sales of Equity Securities and Proceeds
Recent Sales of Unregistered Securities
We have not sold any restricted securities during the three months ended March 31, 2026.
Use of Proceeds of Registered Securities
None; not applicable.
Purchases of Equity Securities by Us and Affiliated Purchasers
During the three months ended March 31, 2026, we have not purchased any equity securities nor have any officers or directors of the Company.
Item 3. Defaults Upon Senior Securities
We are not aware of any defaults upon senior securities. Management has indicated they do not, at this time, intend to pursue the defaults.
Item 4. Mine Safety Disclosure
None; not applicable.
Item 5. Other Information
Item 6. Exhibits
Exhibits No.
| 31.1 | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||
| 32.1 | Certification of Chief Executive Officer and 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 (embedded within the Inline XBRL document) |
| * | These interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections. |
| 27 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
China Foods Holdings Ltd.
| Dated: May 15, 2026 | By: | /s/ Kong Xiao Jun |
| Kong Xiao Jun | ||
| Chief Executive Officer & Chief Financial Officer |
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