Note 2 — Going concern

In assessing liquidity, the Company monitors and analyzes cash on-hand and operating expenditure commitments. The Company’s liquidity needs are to meet working capital requirements and operating expense obligations. To date, the Company financed its operations primarily through cash flows from operations, debt financing from financial institution and related parties. As of September 30, 2025 and December 31, 2024, the Company had approximately $61,000 and $0.4 million in cash which primarily consists of bank deposits, which are unrestricted as to withdrawal and use. The Company’s working capital deficit was approximately $19.7 million and $14.6 million as of September 30, 2025 and December 31, 2024. The Company’s accumulated deficit and negative operating cash flow for the period ended September 30, 2025 amounted to $30,747,872 and $1,805,482, respectively. The Company’s accumulated deficit and negative operating cash flow for the year December 31, 2024 amounted to $24,734,689 and $5,934,771, respectively.

The Company has experienced recurring losses from operations and negative cash flows from operating activities since 2022. In addition, the Company had, and may potentially continue to have, an ongoing need to raise additional cash from outside sources to fund its expansion plan and related operations. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support the Company’s cost structure. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these unaudited condensed consolidated financial statements are issued.

If the Company is unable to realize its assets within the normal operating cycle of a twelve (12) month period, the Company may have to consider supplementing its available sources of funds through the following sources:

The Company has a $20 million equity financing program (“ELOC”) with GHS Investment and this was declared effective by SEC. The Company can draw on this facility for its working capital needs and others. The Company received $151,551 for the three and nine months ended September 30, 2025 under this facility, with approximately $19.8 million of credit still available.

The Company has access to investors who are providing convertible note financing for public companies and we have been utilizing the convertible note for part of our financing needs.

The shareholder of the Company also offers support for the Company. Big Lake Capital, LLC, a related party controlled by Tie Li (our Chairman and CEO) entered into a $2 million Convertible Promissory Note on April 11, 2025 with the initial tranche of $600,000. The Company has borrowed nil and $652,800 for the three and nine months ended September 30, 2025 under this note, with $1,347,200 of credit still available.

The Company entered into a securities purchase agreement for $2 million with Y.K. Capital Management, Inc. on September 19, 2025. For the three and nine months ended September 30, 2025, the Company received an initial payment of $500,000 for the issuance of preferred shares. The remaining proceeds of $1.5 million are expected to be collected subsequent to the period end. 

On October 1, 2025, the Company entered into another securities purchase agreement with 1800 Diagonal Lending LLC (“Diagonal”) pursuant to which the Company sold to the Diagonal a convertible promissory note in the aggregate principal amount of $112,800 with an original issue discount of $18,800 and closing expenses of $9,000 deducted from funding amount. The note bears an annual interest charge of 15% and maturity date was June 30, 2026. Only upon an occurrence of an event of default under the note, the holder may convert the outstanding unpaid principal amount of the note into shares of common stock of the Company at a discount of 39% of the market price.

On October 20, 2025, the Company received an investment of $250,000 from Huanfu Cui, an Asian-based individual investor, which was followed with another $200,000 tranche on October 31, 2025. The investments are based on the Securities Purchase Agreement signed on October 29, 2025. This agreement calls for a total investment of $500,000 issuance of Series F Preferred shares which are convertible into common shares at a fixed price of $0.2813. If fully funded and converted, the Preferred Shares would be the equivalent of 1,777,778 common shares.

The Company can make no assurances that required financings will be available for the amounts needed, or on terms commercially acceptable to the Company, if at all. If one or all of these events does not occur or subsequent capital raises are insufficient to bridge financial and liquidity shortfall, there would likely be a material adverse effect on the Company and would materially adversely affect its ability to continue as a going concern.

The unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty.