UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September 30,~~December 31, 2025

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

For the transition period from ___________ to ___________

Commission file number 000-26731

Hongchang International Co., Ltd
(Exact name of registrant as specified in its charter)
Nevada		87-0627910
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Room 2409, Rongshang Building

Furen Avenue, Yangpu Village

Yinxi Subdistrict

Fuqing City, Fuzhou City, Fujian Province

China

350300

(Address of principal executive offices)

(Zip Code)

(86) 180 5901 6050

(Telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

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 last 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically 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). Yes ☒ No ☐

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

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

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

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

As of ~~November~~February 1311, ~~2025~~2026, 518,831,367 shares of common stock were issued and outstanding.

TABLE OF CONTENTS

		Page
Part I. FINANCIAL INFORMATION		1
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)	2
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	2
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	3
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity	3
	Condensed Consolidated Statement of Cash Flows (Unaudited)	4
	Unaudited Condensed Consolidated Statement of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2728
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3637
Item 4.	Controls and Procedures	3637
Part II. OTHER INFORMATION		3738
Item 1.	Legal Proceedings	3738
Item 1A.	Risk Factors	3738
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3738
Item 3.	Defaults Upon Senior Securities	3738
Item 4.	Mine Safety Disclosures	3738
Item 5.	Other Information	3738
Item 6.	Exhibits	3839

FORWARD LOOKING STATEMENTS

This quarterly report on Form 10-Q (this “Report”), financial statements, and notes to financial statements contain forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations, and financial conditions. Forward-looking statements may appear throughout this Report and other documents we file with the U.S. Securities and Exchange Commission (the “SEC”), including without limitation, the following section: Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report.

Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “may,” “could,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Hongchang International Co., Ltd

Condensed Consolidated Balance Sheets

	As of
	September 30, 2025		March 31, 2025
	December 31, 2025		March 31, 2025
	(unaudited)
	US$		US$
ASSETS:
Current assets:
Cash and cash equivalents		32551,~~479~~778		493,201
Restricted cash		~~221~~225,~~974~~959		217,700
Accounts receivable		35,~~544~~850,~~467~~090		2,278,878
Other receivables		~~955~~915,~~541~~613		74,693
Inventories, net		3949,~~430~~536		36,206
Advances to suppliers		~~1,212~~-		175,389
Other current assets		~~614~~587,~~299~~387		~~757~~653,~~833~~616
Total current assets		58,~~409~~180,~~402~~363		43,~~033~~929,~~900~~683
Non-current assets:
Property and equipment, net		27,~~446~~862,~~545~~228		27,139,534
Construction-in-progress		1718,~~892~~166,~~153~~029		16,832,470
Intangible assets, net		-		-
Land use rights, net		4,~~030~~079,~~601~~607		3,998,567
Equity-method investments		-		527,684
Deferred offering cost		80201,~~000~~988		-
Other non-current assets		6,880,429		7,005,938
Deferred tax assets		124,295		104,217
Total non-current assets		56,329,728		55,504,193
Other non-current assets		7,268,692		7,005,938
Total assets		61,739,130		59,538,093
Total non-current assets		57,702,839		55,608,410
Total assets		65,883,202		59,538,093
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Long-term loans-current portion		~~293~~267,~~563~~492		378,026
Accounts payable		2,434,282		2,263,805
Short-term loan		857,769		-
Accounts payable-construction in progress		16,930		13,639
Accounts payable		3,773,190		2,263,805
Amounts due to related parties-current portion		3,409,988		2,950,075
Accounts payable - construction in progress		15,803		13,639
Advances from customers		261		256
Amounts due to related parties-current portion		3,835,202		2,950,075
Accrued expenses and other liabilities		643,311		841,789
Advances from customers		266		256
Total current liabilities		6,798,335		6,447,590
Accrued expenses and other liabilities		929,979		841,789
Total current liabilities		9,679,701		6,447,590
Non-current liabilities
Deferred subsidies		1,~~956~~983,~~423~~019		1,935,462
Long term loans		6,~~797~~866,~~394~~971		6,556,390
Amounts due to related parties		3,~~581~~645,~~556~~518		3,513,737
Deferred tax liabilities		3,~~269~~299		7,675
Total non-current liabilities		12,~~338~~498,~~642~~807		12,013,264
Total liabilities		1922,~~136~~178,~~977~~508		18,460,854
Commitments and contingencies
Stockholders’ equity:
Common stock (US$0.001 par value; 2,000,000,000 shares authorized; 518,831,367 and 518,831,367 issued and outstanding as of September 30, 2025 and March 31, 2025, respectively)		518,831		518,831
Common stock (US$0.001 par value; 2,000,000,000 shares authorized; 518,831,367 and 518,831,367 issued and outstanding as of December 31, 2025 and March 31, 2025, respectively)		518,831		518,831
Additional paid-in capital		39,905,228		39,905,228
Statutory reserves		1,197		1,197
Accumulated deficit		316,838		(31,672	)
Retained earnings (Accumulated deficit)		388,860		(31,672	)
Accumulated other comprehensive income		693,320		(131,400	)
Accumulated other comprehensive income (loss)		1,479,748		(131,400	)
Total Hongchang International Co., Ltd’s stockholders’ equity		4142,~~435~~293,~~414~~864		40,262,184
Non-controlling interests		1,~~166~~410,~~739~~830		815,055
Total equity		4243,~~602~~704,~~153~~694		41,077,239
Total liabilities and equity		6165,~~739~~883,~~130~~202		59,538,093

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

Hongchang International Co., Ltd

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

	For the three months ended						For the ~~six~~nine months ended
	September 30,						September 30,
	December 31,						December 31,
	2025			2024			2025			2024
	US$			US$			US$			US$
Revenue		34,~~470~~017,~~693~~635			~~820~~46,~~608~~392			711,~~314~~332,~~841~~476			2,~~802~~848,~~506~~898
Cost of revenue		(23,~~863~~298,~~553~~793	)		(~~770~~15,~~472~~655	)		(69,~~093~~392,~~989~~782	)		(2,~~653~~666,~~655~~993	)
Gross profit		~~607~~718,~~140~~842			5030,~~136~~737			1,~~220~~939,~~852~~694			~~148~~181,~~851~~905
Sales and marketing expenses		(21,~~605~~257	)		~~(1,382~~-	)		(23,~~605~~862	)		(1,~~537~~508	)
General and administrative expenses		(~~352~~376,~~345~~875	)		(~~101~~234,~~442~~561	)		(~~428~~805,~~622~~497	)		(~~224~~458,~~016~~577	)
Total operating expenses		(354,950	)		(102,824	)		(431,227	)		(225,553	)
Intangible asset impairment charge		-			(2,837	)		-			(2,837	)
Operating income (loss)		252,190			(52,688	)		789,625			(76,702	)
Total operating expenses		(378,132	)		(237,398	)		(809,359	)		(462,922	)
Interest (expense) income		(19,186	)		177			(20,157	)		622
Operating income (loss)		340,710			(206,661	)		1,130,335			(281,017	)
Gain (loss) on disposal of unconsolidated entities		-			10			(17,911	)		10
Interest (expense) income		(17,931	)		73			(38,088	)		695
Other income		8,141			2,318			19,740			3,473
Loss on disposal of unconsolidated entities		(182	)		-			(18,093	)		-
Other expenses		(83	)		(9	)		(481	)		(8	)
Other income		7,389			-			27,129			1,166
Income (loss) before income taxes		241,062			(50,192	)		770,816			(72,605	)
Other expenses		(2,503	)		(113,537	)		(2,984	)		(113,545	)
Income tax benefit (expense)		(42,815	)		5,421			(72,627	)		6,154
Income (loss) before income taxes		327,483			(320,125	)		1,098,299			(392,701	)
Net income (loss)		198,247			(44,771	)		698,189			(66,451	)
Income tax benefit (expense)		(23,214	)		10,723			(95,841	)		16,877
Net income (loss)		304,269			(309,402	)		1,002,458			(375,824	)
Other comprehensive income (loss) net of tax:
Foreign currency translation difference net of tax		~~287~~798,~~472~~273			(1,~~456~~629,~~463~~427	)		~~826~~1,~~724~~624,997			1(426,~~202,786~~670	)
Total comprehensive income (loss)		~~485~~1,~~719~~102,542			(1,~~411~~938,~~692~~829	)		12,~~524~~627,~~913~~455			1(802,~~136,335~~494	)
Less: comprehensive income attributable to non-controlling interest		(159,632	)		(18,132	)		(351,683	)		(60,858	)
Less: comprehensive income (loss) attributable to non-controlling interest		244,092			(54,995	)		595,775			5,863
Comprehensive income (loss) attributable to Hongchang International Co., Ltd’s stockholders		~~326~~858,~~087~~450			(1,~~393~~883,~~560~~834	)		12,~~173~~031,~~230~~680			1(808,~~075,477~~357	)
Earnings per share:
Earnings (Losses) per share:
Common stock - basic and diluted		(0.000006	)		(0.000006	)		(0.000019	)		(0.000007	)
Weighted average shares outstanding used in calculating basic and diluted loss per share:
Common stock - basic and diluted		518,831,367			518,831,367			518,831,367			518,831,367

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

Hongchang International Co., Ltd

Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)

	Ordinary Shares				Additional Paid-in		Statutory		Retained Earnings (Accumulated			Accumulated other comprehensive			Total Hongchang International Co., Ltd stockholder’s			Non- controlling			Total Stockholder’s
	Shares		Amount		Capital		Reserve		Deficit)			income (loss)			equity			interests			Equity
			US$		US$		US$		US$			US$			US$			US$			US$
Balance as of April 1, 2024		518,831,367		518,831		39,905,228		-		(1909,~~002,031~~108	)		9161,~~158~~013			39,~~513~~575,~~186~~964			-			39,~~513~~575,~~186~~964
Net loss		-		-		-		-		(~~125~~381,~~864~~771	)		-			(~~125~~381,~~864~~771	)		595,~~413~~947			(66375,~~451~~824	)
Foreign currency translation adjustment		-		-		-		-		-			1(426,~~201,341~~586	)		1(426,~~201,341~~586	)		~~1,445~~(84	)		1(426,~~202,786~~670	)
Balance as of September 30, 2024		518,831,367		518,831		39,905,228		-		(1,127,895	)		1,292,499			40,588,663			60,858			40,649,521
Appropriation of statutory reserve								1,197		(1,197	)
Balance as of December 31, 2024		518,831,367		518,831		39,905,228		1,197		(1,292,076	)		(365,573	)		38,767,607			5,863			38,773,470
Balance as of April 1, 2025		518,831,367		518,831		39,905,228		1,197		(31,672	)		(131,400	)		40,262,184			815,055			41,077,239
Net income		-		-		-		-		~~348~~420,~~510~~532			-			~~348~~420,~~510~~532			~~349~~581,~~679~~926			~~698~~1,~~189~~002,458
Foreign currency translation adjustment		-		-		-		-		-			~~824~~1,~~720~~611,148			~~824~~1,~~720~~611,148			213,~~005~~849			~~826~~1,~~725~~624,997
Balance as of September 30, 2025		518,831,367		518,831		39,905,228		1,197		316,838			693,320			41,435,414			1,166,739			42,602,153
Balance as of December 31, 2025		518,831,367		518,831		39,905,228		1,197		388,860			1,479,748			42,293,864			1,410,830			43,704,694

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

Hongchang International Co., Ltd

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	For the six months ended September 30,
	For the nine months ended December 31,
	2025			2024
	US$			US$
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)		~~698~~1,~~189~~002,458			(66375,~~451~~824	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		~~379~~584,~~617~~459			4568,~~195~~447
Gain (loss) on disposal of unconsolidated entities		17,911			(10	)
Intangible asset impairment charge		-			2,837
Deferred tax benefit		(9,539	)		(10,796	)
Gain (Loss) on disposal of subsidiary		18,093			(10	)
Deferred tax benefit		(20,356	)		(16,877	)
Changes in operating assets and liabilities:
Accounts receivable		(13,~~224~~405,~~829~~886	)		(~~282~~52,~~415~~484	)
Inventories		(2,589	)		(1,811,184	)
Amount due from a related party		-			(38,912	)
Advances to suppliers		176,051			(794,470	)
Inventories		(11,698	)		99
Other receivables		(356,213	)		(26,790	)
Advances to suppliers		177,798			(18,280	)
Other current assets		159,673			99,580
Other receivables		(302,078	)		(2,395	)
Accounts payable		140,683			153,769
Other current assets		88,205			190,612
Deferred offering cost		(80,000	)		-
Other non-current assets		-			(13,897	)
Accounts payable-related party		-			178,180
Accounts payable		1,396,004			2,612
Accrued expenses and other payables		(208,061	)		(198,876	)
Deferred offering cost		(201,988	)		-
Advance from customers		-			28,836
Accrued expenses and other payables		58,149			(172,266	)
Deferred subsidies		(16,226	)		-
Advance from customers		-			258
Net cash used in operating activities		(325,333	)		(2,685,432	)
Deferred subsidies		(24,458	)		-
Net cash used in operating activities		(641,298	)		(426,080	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(551,687	)		(4,720,643	)
Prepayment for acquisition of businesses		-			(567,005	)
Purchases of property and equipment		(856,928	)		(4,807,365	)
Cash disposed on disposal of a subsidiary		-			(131	)
Net cash used in investing activities		(551,687	)		(4,720,774	)
Repayments from a third party		-			(5,381	)
Net cash used in investing activities		(856,928	)		(5,379,882	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long term loans		~~279~~1,~~461~~117,491			~~361~~879,~~280~~132
Repayments of long-term payables		(~~292~~390,~~706~~843	)		-
Repayments of a loan from a related party		(2,685,583	)		(1,294,870	)
Repayments to related parties		(3,340,725	)		(4,487,545	)
Proceeds from loans from related parties		34,~~113~~155,~~690~~104			78,~~777~~760,~~165~~288
Net cash provided by financing activities		~~414~~1,~~862~~541,027			65,~~843~~151,~~575~~875
Effect of exchange rate changes		524,~~710~~035			(~~25,394~~389	)
Net decrease in cash		(456,448	)		(588,025	)
Net increase (decrease) in cash		66,836			(654,476	)
Cash and Restricted cash at beginning of period		710,901			895,074
Cash and Restricted cash at end of period		~~254~~777,~~453~~737			~~307~~240,~~049~~598
Supplemental disclosure of cash flow information
Interest paid		~~174~~262,~~769~~266			~~160~~246,~~156~~422
Interest capitalized		204,873			165,305
Cash paid for income tax		534			4,635
Accrued but unpaid interest capitalized in construction-in-progress		30,104			-
Interest capitalized		306,584			259,254
Other receivable from disposal of a subsidiary		-			27,924
Accrued but unpaid interest capitalized in construction-in-progress		44,318			12,832

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

Hongchang International Co., Ltd

Notes to Unaudited Condensed Consolidated Financial Statements

1. ORGANIZATION

(a) Nature of operations

Hongchang International Co., Ltd (the “Company”) was incorporated in the state of Nevada on May 18, 1987. The Company is a holding company.

On September 4, 2023, the Company completed the merger and other related transactions (the “Merger Transactions”) with Hongchang Global Investment Holdings Limited (“Hongchang BVI”), as a result of which Hongchang BVI became a wholly owned subsidiary of the Company and the Company assumed and began conducting the principal business of Hongchang BVI. The name of the Company was changed from “Heyu Biological Technology Corporation” to “Hongchang International Co., Ltd.”

The “Group” means (i) prior to the completion of the Reorganization (as defined below), Hongchang BVI and its subsidiaries that engage in businesses of food trade and biotechnology in China (ii) upon and after completion of the Merger Transactions, the Company and its subsidiaries that engage in businesses of food trade and biotechnology in China.

(b) History and reorganization of the Group

In preparation of the Merger Transactions, the following transactions were undertaken to reorganize the legal structure of Fuqing Hongchang Food Co., Ltd (“Hongchang Food”) (collectively, the “Reorganization”). On January 13, 2023, Mr. Zengqiang Lin and Ms. Zhenzhu Lin, the existing stockholders of Hongchang Food, established two wholly owned subsidiaries, Zengqiang Investment Limited (“BVI-1”) and Hong Jin Investment Limited (“BVI-2”) in the British Virgin Islands, respectively. On January 18, 2023, Hong Chang Global Investment Holdings Limited (“Hongchang BVI”) was then incorporated by BVI-1 and BVI-2, which held 70% and 30% equity interest of Hongchang BVI, respectively. On February 6, 2023, Hongchang BVI incorporated a wholly owned subsidiary, Hong Chang Biotechnologies (HK) Limited (“Hongchang HK”). On February 28, 2023, Hongchang HK incorporated a wholly owned subsidiary, Fujian Hongjin Biotechnology Co., Ltd. (“WFOE”) in the People’s Republic of China (the “PRC”). WFOE then purchased 100% of the equity interests in Hongchang Food. After the Reorganization, Mr. Zengqiang Lin and Ms. Zhenzhu Lin held 70% and 30% of the equity interests in Hongchang Food through WFOE, respectively. As all the entities involved in the process of the Reorganization were under common ownership of Hongchang Food’s stockholders before and after the Reorganization, the Reorganization was accounted for in a manner similar to a pooling of interests with the assets and liabilities of the parties to the Reorganization carried over at their historical amounts. Therefore, the accompanying consolidated financial statements were prepared as if the corporate structure of the Group had been in existence since the beginning of the periods presented.

(c) Reverse merger

On August 21, 2023, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Hongchang BVI and Hongchang BVI’s stockholders, BVI-1, a business company incorporated in the BVI, and BVI-2, a business company incorporated in the BVI (the “Selling Stockholders” and each a “Selling Stockholder”), in relation to the acquisition of Hongchang BVI by the Company (the “Hongchang Acquisition”). BVI-1 is wholly owned by Mr. Zengqiang Lin and BVI-2 is wholly owned by Ms. Zhenzhu Lin. Mr. Zengqiang Lin has been a director of the Company since February 17, 2023, and Ms. Zhenzhu Lin is the sister of Mr. Zengqiang Lin. In accordance with the terms of the Share Exchange Agreement, the Selling Stockholders sold and transferred 100 shares of Hongchang BVI, constituting all of the issued and outstanding share capital of Hongchang BVI, to the Company in exchange for an aggregate of 415,582,375 new shares of the Company’s common stock (the “Consideration Shares”), of which 353,322,843 shares were issued to BVI-1 and 62,259,532 shares were issued to BVI-2.

Immediately following the closing of the Hongchang Acquisition, the Company had a total of 518,831,367 shares of common stock issued and outstanding. The 415,582,375 Consideration Shares constitute 80.1% of its enlarged share capital following the closing of the Hongchang Acquisition. The exchange consideration for the Hongchang Acquisition was determined on an arms’ length basis based on our valuation of Hongchang BVI and its subsidiaries and its assets.

As the Company, the legal acquirer and accounting acquiree, does not meet the definition of a business, management concluded that the Merger Transactions should be accounted for as a continuation of the financial statements of Hongchang BVI (the legal subsidiary), together with a deemed issue of shares and a re-capitalization of the equity of Hongchang BVI. Hongchang BVI is the continuing entity and is deemed to have issued shares in exchange for the identifiable net assets held by the Company together with the listing status of the Company. Management concluded that September 4, 2023 was the acquisition date of the Merger Transactions.

Upon the completion of the reverse merger, the Company has set up a few new subsidiaries: Fujian Hongchang Global Food Co., Ltd (“Hongchang Global Food”), Fuqing Hongchang Global Import & Export Co., Ltd (“Hongchang Import & Export”), Fuqing Hongchang Global Supply Chain Co., Ltd (“Hongchang Supply Chain”), and Hongchang Global (Fuqing City) Agricultural Technology Development Co., Ltd (“Hongchang Agricultural”) in order for the Company to develop different businesses. As of the date of this report, these subsidiaries have not generated significant revenue.

On May 8, 2024, Hongchang Food entered into a shareholder agreement with Fujian Xindefu Agricultural Products Co., Ltd. (“Xindefu”). Pursuant to the agreement, Hongfu Food (Fujian) Co. Ltd. (“Hongfu Food”) was established, with Hongchang Food holding a 51% equity interests in the company. The principal business of Hongfu Food includes hog processing and port product trading. On January 1, 2025, the Company acquired 51% equity interests in Pucheng Green Health Food Co., Ltd. (“Pucheng Green Health Food”). The principal business of Pucheng Green Health Food is ~~livestock slaughtering~~meatpacking. Upon the acquisition, Pucheng Green Health Food became a consolidated subsidiary of the Company.

Based on above transactions, the accompanying consolidated financial statements reflect the activities of each of the following entities:

Entity	Place of incorporation	Percentage of direct or indirect ownership by the Company	Principal activities
Subsidiaries:
Hongchang BVI	British Virgin Islands	100%	Investment holding
Hongchang HK	Hong Kong	100%	Investment holding
WFOE	PRC	100%	Provision of technical and consultation services
Hongchang Food	PRC	100%	Provision of food trade and biotechnology
Hongchang Global Food	PRC	100%	Provision of food trade and biotechnology
Hongchang Import & Export	PRC	100%	Provision of food trade and biotechnology
Hongchang Supply Chain	PRC	100%	Provision of food trade and biotechnology
Hongchang Agricultural	PRC	100%⁽¹⁾	Provision of food trade and biotechnology
Hongfu Food	PRC	51%	Provision of food trade and meat processing
Pucheng Green Health Food	PRC	51%	Slaughtering and meat processing

(1)	On September 2, 2024, Hongchang Supply Chain sold 100% of its equity interests in Hongchang Agricultural to Mr. Long Yuan. As a result, Hongchang Agricultural is no longer a subsidiary of Hongchang International.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The unaudited consolidated financial statements include the accounts of the Company and its subsidiaries and have been prepared in accordance with U.S. GAAP and the requirements of the U.S. Securities and Exchange Commission (the “SEC”). As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These consolidated financial statements have been prepared on the same basis as its annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Group’s financial information.

Through the Reorganization, the Company became the holding company of the companies now comprising the Group. Accordingly, for the purpose of preparation of the consolidated financial statements of the Group, the Company is considered as the holding company of the companies now comprising the Group throughout the reporting period. Through the Reorganization, the Company became the holding company of the contributed businesses now comprising the Group, which were under the common control of Mr. Zengqiang Lin and Ms. Zhenzhu Lin before and after the Reorganization. Accordingly, the financial statements were prepared on a consolidated basis by applying the principles of the pooling of interest method as if the Reorganization had been completed at the date when contributed business first came under the control of the controlling party. The consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows of the Group included the results and cash flows of all companies now comprising the Group from the earliest date presented or since the date when the subsidiaries and/or businesses first came under the common control of the controlling stockholders, whenever the period is shorter.

Principles of consolidation

The accompanying unaudited consolidated financial statements of the Group include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of estimates

The preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenue and expenses during the reported period in the consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s consolidated financial statements mainly include, but are not limited to, assessment for impairment of long-lived assets, valuation of deferred tax assets, and current expected credit loss of receivables.

Management bases the estimates on historical experience and on various other assumptions as discussed elsewhere to the unaudited consolidated financial statements that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. On an ongoing basis, management evaluates its estimates based on information that is currently available. Changes in circumstances, facts, and experience may cause the Group to revise its estimates. Changes in estimates are recorded in the period in which they become known. Actual results could materially differ from these estimates.

Foreign Currency

The Group’s principal country of operations is the PRC. The accompanying consolidated financial statements are presented in US$. The functional currency of the Company is US$, and the functional currency of the Company’s subsidiaries is RMB. The unaudited consolidated financial statements are translated into US$ from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The resulting translation adjustments are recorded as a component of stockholders’ equity included in other comprehensive income. Gains and losses from foreign currency transactions are included in profit or loss.

	As of
	September 30, 2025		March 31, 2025
	December 31, 2025		March 31, 2025
US$: RMB exchange rate		76.~~1198~~9949		7.2572

	For the six months ended September 30
	For the nine months ended December 31
	2025		2024
US$: RMB exchange rate		7.~~1939~~1589		7.~~2000~~1964

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

Cash

Cash consists of cash on hand and cash in bank, which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use. The Group maintains cash with various financial institutions primarily in mainland China. Deposit insurance system in China only insured each depositor at one bank for a maximum of approximately US$7071,~~227~~481. The amount in excess of the insurance as of ~~September~~December 3031, 2025 was approximately US$~~151~~616,~~748~~751. The Group has not experienced any losses in bank accounts.

Restricted cash

The Company received grants from the Fuzhou Municipal Bureau of Housing Security and Real Estate Administration amounting to US$~~221~~225,~~974~~959. Use of the grants are prohibited until the development of Hongchang Food Industrial Park is completed. The grants are deposited in a bank account with the China Construction Bank Corporation (“China Construction Bank”) and are disclosed as restricted cash on the balance sheet.

Accounts receivable and allowance for credit losses

Accounts receivable are stated at the historical carrying amount net of allowance for expected credit losses. To estimate expected credit losses, the Group has identified the relevant risk characteristics of its customers and the related receivables. The Group considers the past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors), and changes in the Group’s customer collection trends. The allowance for credit losses and corresponding receivables were written off when they are determined to be uncollectible.

Inventories

Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. Cost of inventory are determined using the weighted average cost method. The Group records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, historical experience, and application of the specific identification method.

Lease

From the Perspective as a lessee

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is or contains a lease if it conveys the right to control the use of an identified asset for a period of time in exchange of a consideration. To assess whether a contract is or contains a lease, the Group assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all the economic benefits from the use of the asset and whether it has the right to control the use of the asset.

The right-of-use assets and related lease liabilities are recognized at the lease commencement date. The Group recognizes operating lease expenses on a straight-line basis over the lease term.

From the Perspective as a lessor

The Group recognizes rental revenue under ASC 842, and the lease contracts are operating leases. The Group has elected to exclude from revenue and expenses sales taxes and other similar taxes collected from its tenant. The Group leases the buildings of Hongchang Food Industrial Park to its customers and generates revenue from monthly rent in the form of rental fees. The price of contract varies primarily based on the size and nature of buildings leased by the customers. The Group’s lease contracts include a fix periodic payment amount. The Group recognizes rental revenue when the Group provides the customers access to the buildings. Rental revenue is recognized over the lease term on a straight-line basis, subject to a collectability assessment, with the difference between the contractual rental receipts and the straight-line amounts included in accounts receivable. The lease has renewal options, and a penalty is imposed if the customers early terminate the leases. Renewal of contract is on a negotiation basis before termination.

Prior to moving into the buildings, the customer is required to provide the Group with a rental retainer in amount specified in the terms of the lease agreements. The retainer typically cannot be applied against the customer’s unpaid balance of rental or other fees.

Future minimum undiscounted lease collections from the contracts existed as of ~~September~~December 3031, 2025 were as follows:

	As of September 30
	As of December 31
2026		1,~~789~~821,~~711~~673
2027		1,~~789~~821,~~711~~673
2028		1,~~789~~821,~~711~~673
2029		1,~~789~~821,~~711~~673
2030		~~708~~309,~~933~~064
Thereafter		3,~~244~~259,~~469~~522
Total		1110,~~112~~855,~~246~~278

Short-term leases

The Group has elected not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. Lease payments associated with these leases are expensed as incurred.

Sales and leaseback contracts

The Group enters sale and leaseback transactions. The Group acts as the seller-lessee, transfers its assets to a third-party entity (the buyer-lessor), and then leases the transferred assets back from the buyer-lessor at a contract designated rental price. The Group evaluates whether a sale of the underlying assets in the sale and leaseback contract has occurred in accordance with ASC 606. When a sale and leaseback transaction does not qualify for sale accounting, the transaction is accounted for as a financing transaction by the seller-lessee and a lending transaction by the buyer-lessor. The seller-lessee shall not derecognize the transferred asset and shall account for any amounts received as a financial liability.

Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over their estimated useful lives on a straight-line basis.

Category		Estimated useful life
Equipment		3 years
Building		40 years

Construction-in-progress

Property and equipment that are purchased or constructed which require a period of time before the assets are ready for their intended use are accounted for as construction-in-progress. Construction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress is transferred to specific property and equipment accounts and commences depreciation when these assets are ready for their intended use.

Capitalized Interest

Interest incurred during and directly related to construction-in-progress is capitalized to the related property under construction during the active construction period, which generally commences when borrowings are used to acquire assets of construction-in-progress and ends when the properties are substantially complete or the property becomes inactive. Interest is capitalized based on the interest rate applicable to specific borrowings or the weighted average of the rates applicable to other borrowings during the period. All other interest is expensed as incurred. For the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024, the total interest capitalized in the construction-in-progress was US$~~204~~306,~~873~~584 and US$~~165~~259,~~305~~254, respectively.

Intangible assets

Intangible assets are carried at cost less accumulated amortization and impairment, if any. Intangible assets are amortized using the straight-line method over the estimated useful lives. The estimated useful lives of amortized intangible assets are reassessed if circumstances occur that indicate the original estimated useful lives have changed.

Category		Estimated useful life
Purchased software		10 years

Land use right, net

The land use rights represent the operating lease prepayments for the rights to use the land in the PRC. Amortization of the prepayments is provided on a straight-line basis over the terms of the respective land use rights certificates.

Impairment of long-lived assets other than goodwill

Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment by comparing carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Impairment charge recognized for the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024 was US$nil and US$2,837, respectively.

Fair value of financial instruments

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Group considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Other inputs that are directly or indirectly observable in the marketplace.

Level 3 — Unobservable inputs which are supported by little or no market activity.

Financial assets and liabilities of the Group primarily consist of cash, accounts receivable, amounts due from related party, advance to suppliers-related party, other receivables, accounts payables, accounts payables - construction in progress and accrued expenses and other liabilities. As of ~~September~~December 3031, 2025 and 2024, the carrying values of these financial assets and liabilities approximated their fair values due to the short-term nature.

Revenue recognition

The Group applied ASC Topic 606 “Revenue from Contracts with Customers” (“ASC 606”) for all periods presented.

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer.

Step 4: Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).

The Group has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

The Group has elected a practical expedient that it does not adjust the promised amount of consideration for the effects of a significant financing component if the Group expects that, upon the inception of revenue contracts, the period between when the Group transfers its promised services or deliverables to its clients and when the clients pay for those services or deliverables will be one year or less.

As a practical expedient, the Group elected to expense the incremental costs of obtaining a contract when incurred if the amortization period of the asset that the Group otherwise would have recognized is one year or less.

The Group is a food provider in Fujian Province which principally engages in meat and food product sales, sale and installation of support infrastructure for Hongchang Food Industrial Park, and property rental.

The Group’s principal revenue stream includes:

1.	Product revenue:

●

Meat and food product sales:

The Group enters into contracts with customers for the supply of meat and food products, whereby customers agree to pay product fees over the contract term in line with the terms set out in the sales agreements. Each contract encompasses a single promise: delivering specific goods to customers, which the Group therefore identifies as a single performance obligation, with all service fees (including but not limited to shipping and handling fees and packaging fees) allocated thereto. Control is considered transferred when the customer gains the ability to direct the use of the goods and obtain substantially all remaining economic benefits therefrom. Accordingly, the Group recognizes revenue at the point in time when control of the goods is transferred to the customer.

For the majority of meat and food product sales contracts, the Group assumes inventory risk, has the autonomy to set prices, and is responsible for fulfilling the promise to provide specific goods to customers. As the Group acts as the principal in these transactions, revenue is recognized on a gross basis. In contrast, for a small number of contracts where the Group does not assume inventory risk, does not have pricing authority, and is not primarily responsible, revenue is recognized on a net basis.

●

Sale and installation of support infrastructure for Hongchang Food Industrial Park:

The Group bundles the installation together with the sale of mounts for photovoltaic panels. The installation services do not significantly customize or modify the mounts.

Contracts for bundled sales of equipment and installation services are comprised of two performance obligations because the equipment and installation services are both sold on a stand-alone basis and are distinct within the context of the contract. Accordingly, the Group allocates the transaction price based on the relative stand-alone selling prices of the equipment and installation services.

The Group recognizes revenue from installation services over time because the customer simultaneously receives and consumes the benefits provided to them. The Group uses an input method in measuring progress of the installation services because there is a direct relationship between the Groups effort (i.e., based on the labor hours incurred) and the transfer of service to the customer. The Group recognizes revenue on the basis of the labor hours expended relative to the total expected labor hours to complete the service.

2.	Service revenue:

●

Rental services: The Group started to generate lease revenue in 2025 from the operating lease of constructed buildings in Hongchang Food Industrial Park to customers. As a lessor, the Group accounts for these leases under ASC 842. Lease revenue is recognized on a straight-line basis over the lease term, with any difference between straight-line revenue and contractual rental receipts recorded as a component of accounts receivable. Revenue recognition is subject to a collectability assessment, considering the creditworthiness of lessees and historical payment patterns. See “Note 2. Summary of Significant Accounting Policies—Lease—from the perspective as a lessor” for more discussion.

Disaggregation of Revenue

Disaggregation of revenue from contracts with clients, in accordance with ASC Topic 606, by major service lines is as follows:

	For the six months ended September 30,
	For the nine months ended December 31,
	2025		2024
REVENUE	US$		US$
Product revenue:
Meat and food product sales		610,~~502~~104,~~330~~462		2,~~802~~848,~~506~~898
Service revenue:
Rental services		~~812~~1,~~511~~228,014		-
Total		711,~~314~~332,~~841~~476		2,~~802~~848,~~506~~898

Revenue disaggregated by timing of revenue recognition for the ~~six~~nine months ended ~~September 30~~December 31, 2025 and 2024 is disclosed in the table below:

	For the six months ended September 30,
	For the nine months ended December 31,
	2025		2024
	US$		US$
Point in time:
Meat and food product sales		610,~~502~~104,~~330~~462		2,~~802~~848,~~506~~898
Over time:
Rental services		~~812~~1,~~511~~228,014		-
		7,314,841		2,802,506
		11,332,476		2,848,898

The Group also selected to apply the practical expedients allowed under ASC Topic 606 to omit the disclosure of remaining performance obligations for contracts with an original expected duration of one year or less. As of ~~September~~December 3031, 2025 and 2024, all contracts of the Group were with an original expected duration within one year.

Cost of revenue

Costs of revenue consist primarily of purchase price of products, shipping and handling expenses from suppliers to the Group, and related costs, which are directly attributable to products. Write-down of inventories is also recorded in cost of sales, if any. Shipping and handling costs incurred to transport goods to customers are expensed in the periods incurred and are included in cost of revenue. The Group accounts for shipping and handling expenses as fulfillment costs because shipping and handling activities occur before the customers obtains control of the goods. Shipping and handling expenses amounted to US$nil and US$1911,~~510~~453 for the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024, respectively.

Sales and marketing expenses

Sales and marketing expenses consist primarily of travelling expenses, marketing conference expenses, advertising expenses, and salaries and other compensation-related expenses to sales and marketing personnel. The Group expenses all advertising costs as incurred. Advertising costs amounted to $nil for the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024.

General and administrative expenses

General and administrative expenses consist primarily of salaries and benefits for employees involved in general corporate functions, amortization of land use right, legal and other professional services fees, rental, and other general corporate related expenses.

Government Subsidies

Government subsidies are recognized when there is reasonable assurance that the subsidy will be received, and all attaching conditions will be complied with. When the subsidy relates to an expense item, it is recognized as income over the periods necessary to match the subsidy on a systematic basis to the costs that it is intended to compensate. Where the subsidy relates to an asset, it is recognized as deferred subsidies and is released to the statement of operations over the expected useful life in a consistent manner with the depreciation method for the relevant asset. Total government subsidies recorded in the deferred subsidies were $1,~~956~~983,~~423~~019 and $1,935,462 as of ~~September~~December 3031, 2025 and March 31, 2025, respectively.

Value-added taxes

Sales revenue represents the invoiced value of goods, net of VAT. The applicable VAT rate was 13% or 9% (depending on the type of goods involved) for products sold in the PRC. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded as VAT payable if output VAT is larger than input VAT and is recorded as VAT recoverable if input VAT is larger than output VAT. All of the VAT returns filed by the Company’s subsidiaries in China have been and remain subject to examination by the tax authorities.

Income taxes

Current income taxes are recorded in accordance with the regulations of the relevant tax jurisdiction. The Group accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Tax, (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the tax consequences attributable to differences between carrying amounts of existing assets and liabilities in the financial statements and their respective tax basis, and operating loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in the consolidated statements of operations and comprehensive income (loss) in the period of change. Valuation allowances are established when necessary to reduce the amount of deferred tax assets if it is considered more likely than not that amount of the deferred tax assets will not be realized.

The Group records liabilities related to uncertain tax positions when, despite the Group’s belief that the Group’s tax return positions are supportable, the Group believes that it is more likely than not that those positions may not be fully sustained upon review by tax authorities. Accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense. The Group did not recognize uncertain tax positions for the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024.

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature.

Earnings per share

The Group calculates earnings per share in accordance with ASC Topic 260 “Earnings per Share.” Basic earnings per share is computed by dividing the net income by the weighted average number of common stock outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common stock that would have been outstanding if the potential common stock equivalents had been issued and if the additional common stock were dilutive. On September 4, 2023, the Group completed the Hongchang Acquisition, whereby Hongchang BVI’s stockholders received 415,582,375 shares of the Company in exchange for all of the share capital of Hongchang BVI, which is reflected retroactively to December 31, 2021, and will be utilized for calculating earnings per share in all prior periods. The per share amounts have been updated to show the effect of the exchange on earnings per share as if the exchange occurred at the beginning of both years for the annual financial statements of the Group. The impact of the stock exchange is also shown on the Group’s Statements of Stockholders’ Equity.

Before the reorganization, Hongchang Food depended on loans from stockholders for the construction of Hongchang Food Industrial Park and its daily operations. These were recorded as loans from related parties. In May 2023, Hongchang Food reached an agreement with a stockholder to convert an outstanding loan balance of US$41,241,108 into a capital contribution. The company then recalculated the weighted average number of common stock outstanding during the period, based on the timing of the cash inflows from the stockholder loans.

Comprehensive income

The Group applies ASC 220, Comprehensive Income (“ASC 220”), with respect to reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is defined to include all changes in equity of the Group during a period arising from transactions and other event and circumstances except those resulting from investments by stockholders and distributions to stockholders. For the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024, the Group’s comprehensive income (loss) included net income (loss) and other comprehensive income (loss).

Segment reporting

ASC 280, Segment Reporting (“ASC 280”), establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, our chief operating decision maker (“CODM”) has been identified as our Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. As a whole and hence, we have only one reportable segment. The Group does not distinguish between markets or segments for the purpose of internal reporting. As the Group’s long-lived assets are substantially located in the PRC, no geographical segments are presented.

Uncertainty and risks

Political, social, and economic risks

The Group has substantial operations in China through its PRC subsidiaries. Accordingly, the Group’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Group’s results may be adversely affected by changes in the political, regulatory, and social conditions in the PRC. Although the Group has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.

Concentration risks

Concentration of credit risk

Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash in bank and accounts receivable. The Group places its cash with financial institutions with high credit ratings and quality.

The Group conducts credit evaluations of customers, and generally does not require collateral or other security from its customers. The Group establishes an allowance for expected credit losses primarily based upon the factors surrounding the credit risk of specific customers.

Concentration of customers and suppliers

As of ~~September~~December 3031, 2025, ~~one~~ two major ~~client~~clients accounted for 8584% and 13% of the Group’s total accounts receivable, respectively. No credit loss expense has been incurred historically for ~~this~~these ~~client~~clients.

As of March 31, 2025, one major client accounted for 96% of the Group’s total accounts receivable. No credit loss expense has been incurred historically for this client.

For the ~~six~~nine months ended ~~September~~ 30December 31, 2025, one major client accounted for 8889% of the Group’s total revenue.

For the ~~six~~nine months ended ~~September~~ 30December 31, 2024, ~~one~~two major ~~client~~clients accounted for 2540% and 17% of the Group’s total revenue, respectively.

As of ~~September~~December 3031, 2025, ~~one~~ one vendor accounted for 9997% of the Group’s total account payable. For the ~~six~~nine months ended ~~September~~December 3031, 2025, one vendor accounted for 8991% of the Group’s total purchases.

As of March 31, 2025, one vendor accounted for 98% of the Group’s total account payable. For the ~~six~~nine months ended ~~September~~December 3031, 2024, two vendors accounted for 41% and 2526% of the Group’s total purchases, respectively.

Recent accounting pronouncements

In December 2023, the FASB issued ASU 2023-09 Improvements to Income Tax Disclosures. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. For public business entities, the ASU is effective for annual periods beginning after December 15, 2025. The Company is evaluating the potential impact of this guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03 Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expense and ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU improves the disclosures about a public business entity’s expenses and provides more detailed information about the types of expenses in commonly presented expense captions. The amendments require that at each interim and annual reporting period an entity will, inter alia, disclose amounts of purchases of inventory, employee compensation, depreciation, and amortization included in each relevant expense caption (such as cost of sales, general and administrative, and research and development). The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the potential impact of this guidance on its consolidated financial statement disclosures.

In January 2025, the FASB issued ASU 2025-01 Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024. ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in an annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. However, the FASB acknowledges that there was ambiguity between the intent in the basis for conclusions in ASU 2024-03 and the transition guidance that was included in the Codification when ASU 2024-03 was issued.

Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Group does not discuss recent pronouncements that are not anticipated to have an impact on, or are unrelated to, its consolidated financial condition, results of operations, cash flows or disclosures.

3. ACCOUNTS RECEIVABLE

Accounts receivable consisted of the following:

	As of September 30, 2025		As of March 31, 2025
	As of December 31, 2025 (unaudited)		As of March 31, 2025
	US$		US$
Accounts receivable		35,~~544~~850,~~467~~090		2,278,878

As of ~~September 30~~December 31, 2025 ~~and~~ and March 31, 2025, the Company had no allowance for expected credit losses for accounts receivable.

4. OTHER RECEIVALBES

Other receivables consisted of the following:

	As of September 30, 2025		As of March 31, 2025
	As of December 31, 2025 (unaudited)		As of March 31, 2025
	US$		US$
Receivables from disposal of equity-method investments		519,677		-
Advanced construction payment	1		-
Others		435,864		74,693
Receivables from disposal of equity-method investments		528,958		-
		955,541		74,693
Advances to employees		324,311		-
Others		62,343		74,693
		915,613		74,693

~~For~~Other ~~the~~receivables ~~six~~include short-term ~~months~~advances ~~ended September~~to ~~30,~~employees ~~2025~~for ~~and~~business ~~2024,~~purposes. ~~the~~These ~~Company~~advances ~~had~~are nounsecured, ~~allowance~~non-interest ~~for~~bearing, and are expected ~~credit~~to ~~losses~~be ~~for~~settled within ~~other~~one ~~receivable~~year.

For the nine months ended December 31, 2025 and 2024, the Company had no allowance for expected credit losses for other receivable.

5. OTHER CURRENT ASSETS

Other current assets consisted of the following:

	As of September 30, 2025		As of March 31, 2025
	As of December 31, 2025 (unaudited)		As of March 31, 2025
	US$		US$
VAT recoverable		~~403~~563,~~735~~071		649,496
Deferred tax assets		111,364		104,217
Prepaid Expenses		24,316		4,120
Prepaid Expenses		99,200		4,120
		587,387		653,616
		614,299		757,833

6. PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

	As of September 30, 2025			As of March 31, 2025
	As of December 31, 2025 (unaudited)			As of March 31, 2025
	US$			US$
Office equipment		3,~~362~~422			3,298
Other machinery and Equipment		1718,~~988~~309			17,647
Buildings		28,~~179~~789,~~425~~010			27,526,188
Accumulated depreciation		(~~754~~948,~~230~~513	)		(407,599	)
		27,446,545			27,139,534
		27,862,228			27,139,534

Depreciation expenses were US$~~335~~517,~~049~~114 and US$13,~~847~~530 for the ~~six~~nine months ended ~~September 30~~December 31, 2025 and 2024, respectively.

Phase I of Hongchang Food Industrial Park was complete and reached usable condition in January 2025. The buildings started to depreciate from February 2025.

On February 1, 2025, Hongchang Food entered into a lease contract with Fuqing Yuanchuang Property Management Co., Ltd. to lease out a total of seven buildings in Phase I of Hongchang Food Industrial Park, with the leased area of 46,656.40 square meters from February 1, 2025 to January 31, 2030. As of December 31, 2025, the balance of rental properties was US$28,125,854. Depreciation expenses of US$489,636 for the nine months ended December 31, 2025 were included in cost of revenue.

As of December 31, 2025, the buildings with a carrying value of US$27,513,418 had been pledged as security for bank loans obtained by a related party, Fuqing Xinhongbo Trading Co., Ltd. (“Xinhongbo”).

As of December 31, 2025, the buildings with a carrying value of US$338,127 had been pledged as security for bank loans obtained by Pucheng Green Health Food.

On February 1, 2025, Hongchang Food entered into a lease contract with Fuqing Yuanchuang Property Management Co., Ltd. to lease out a total of seven buildings in Phase I of Hongchang Food Industrial Park, with the leased area of 46,656.40 square meters from February 1, 2025 to January 31, 2030. As of September 30, 2025, the balance of rental properties was US$27,632,374. Depreciation expenses of US$324,829 for the six months ended September 30, 2025 were included in cost of revenue.

As of September 30, 2025, the buildings with a carrying value of US$27,632,374 had been pledged as security for bank loans obtained by a related party, Fuqing Xinhongbo Trading Co., Ltd. (“Xinhongbo”).

7. CONSTRUCTION-IN-PROGRESS

Construction-in-progress consisted of the following:

	As of September 30, 2025		As of March 31, 2025
	As of December 31, 2025 (unaudited)		As of March 31, 2025
	US$		US$
Construction in progress		1718,~~892~~166,~~153~~029		16,832,470

Hongchang Food Industrial Park covers a site area of 108,000 square meters, with a floor area of about 130,000 square meters. The construction of Phase I of Hongchang Food Industrial Park was complete in January 2025. The remaining part is still under construction and the construction is expected to complete by 2026.

8. INTANGIBLE ASSETS, NET

Intangible assets consisted of the following:

	As of September 30, 2025			As of March 31, 2025
	As of December 31, 2025 (unaudited)			As of March 31, 2025
	US$			US$
Purchased software		3,~~276~~335			3,214
Less: accumulated amortization		(~~382~~389	)		(402	)
Less: impairment allowance		(2,~~894~~946	)		(2,812	)
		-			-

Amortization expenses for the purchased software were US$nil and US$~~162~~45 for the ~~six~~nine months ended ~~September 30~~December 31, 2025 and 2024, respectively. Impairment charge recorded was US$nil and US$2,837 for the ~~six~~nine months ended ~~September 30~~December 31, 2025 and 2024, respectively.

9. LAND USE RIGHTS, NET

Land use rights, net consisted of the following:

	As of September 30, 2025			As of March 31, 2025
	As of December 31, 2025 (unaudited)			As of March 31, 2025
	US$			US$
Land use rights		4,~~505~~586,~~585~~048			4,420,268
Less: accumulated amortization		(~~474~~506,~~984~~441	)		(421,701	)
		4,030,601			3,998,567
		4,079,607			3,998,567

Amortization expenses for the land use rights were US$4467,~~568~~345 and US$4364,~~186~~ 674 for the ~~six~~nine months ended ~~September 30~~December 31, 2025 and 2024, respectively. No impairment charge was recorded for the ~~six~~nine months ended ~~September 30~~December 31, 2025 and 2024, respectively. The land use right has a term of 50 years ~~and~~ and will terminate in 2070. The land use right acquired through the acquisition of Pucheng Green Health Food will terminate in 2055.

	For the fiscal years ending March 31,
	2026*		2027		2028		2029		2030		2031 and thereafter
	US$		US$		US$		US$		US$		US$
Amortization expenses		44,910		89,820		89,820		89,820		89,820		3,626,411

As of December 31, 2025, the buildings with a carrying value of US$89,214 had been pledged as security for bank loans obtained by Pucheng Green Health Food. If Pucheng Green Health Food fails to repay the bank loans in accordance with their terms, the lending bank may enforce its security interest and satisfy the outstanding indebtedness through a negotiated discounted transfer of the above-mentioned buildings or through the proceeds from an auction or sale. If no agreement is reached, the bank may apply to the relevant court for the auction or sale of the pledged buildings.

* For the six months ending March 31, 2026

	For the fiscal years ending March 31,
	2026*		2027		2028		2029		2030		2031 and thereafter
	US$		US$		US$		US$		US$		US$
Amortization expenses		22,449		89,793		89,793		89,793		89,793		3,697,986

As* ofFor ~~September 30, 2025,~~ the ~~land~~three ~~use~~months ~~right~~ending ~~with~~March ~~a carrying value of US$1~~31,~~797,129~~ ~~had been pledged as security for bank loans obtained by a related party, Xinhongbo.~~2026

As of December 31, 2025, the land use right with a carrying value of US$1,829,223 had been pledged as security for bank loans obtained by a related party, Xinhongbo.

10. OTHER NON-CURRENT ASSETS

Other non-current assets consisted of the following:

	As of September 30, 2025		As of March 31, 2025
	As of December 31, 2025 (unaudited)		As of March 31, 2025
	US$		US$
Other non-current asset –Advanced construction payment		67,~~866~~254,~~384~~396		6,992,158
Other non-current asset –Leasehold deposit		14,~~045~~296		13,780
		6,880,429		7,005,938
		7,268,692		7,005,938

Other non-current assets were US$67,~~880~~268,~~429~~692 and US$7,005,938 as of ~~September 30~~December 31, 2025 and March 31, 2025, respectively, which primarily consisted of advanced payment to Sichuan Xiongji for the construction of Hongchang Food Industrial Park. The Group recognizes amounts confirmed based on the completion progress as construction in progress, with any excess allocated to other non-current assets. As these funds are intended to offset subsequent payments for Phase II of the Hongchang Food Industrial Park project, the Group did not recognize any impairment.

11. EQUITY-METHOD INVESTMENTS

	As of September 30, 2025		As of March 31, 2025
	As of December 31, 2025 (unaudited)		As of March 31, 2025
	US$		US$
Fujian Hongding Pawnshop Co.		-		527,684

The Group acquired the equity investment in Fujian Hongding Pawnshop Co. (“Hongding Pawnshop”) through the acquisition of Pucheng Green Health Food. Pucheng Green Health Food held 23% interest in Hongding Pawnshop prior to June 2025. Hongding Pawnshop was not consolidated in our consolidated financial statements and was accounted for under the equity method.

In June 2025, Pucheng Green Health Food disposed of all of its 23% interest in Hongding Pawnshop to Xiamen Blue Ocean Bida Technology Co. for RMB3.7 million (approximately US$516,271). ~~Loss~~Gain on disposal of equity-method investment of US$1718,~~911~~093 was accounted for the ~~six~~nine months ended ~~September~~December 3031, 2025.

12. ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consisted of the following:

	As of September 30, 2025		As of March 31, 2025
	As of December 31, 2025 (unaudited)		As of March 31, 2025
	US$		US$
Payroll and welfare payables		117,~~054~~779		94,004
Value-added tax and other taxes payable		~~156~~386,~~748~~530		205,053
Others		~~369~~425,~~509~~670		542,732
		643,311		841,789
		929,979		841,789

2013. SHORT-TERM LOANS

13Short-term loans represent the amounts due to various banks lasting in one year. ~~LONG~~The outstanding balances on short-~~TERM~~term ~~LOANS~~loans as of December 31, 2025 and March 31, 2025 consisted of the following:

Long-term loans represent the amounts due to various banks and financial lease companies lasting over one year. As of December 31, 2023, the Group had no loans. During 2024, the Group entered into long-term loans contracts with two creditors. The outstanding balances on long-term loans as of September 30, 2025 and March 31, 2025 consisted of the following:

As of
December 31,
2025
Balance

As of
March 31,
2025

Maturity

Effective
Interest

Creditors

(unaudited)

Balance

Date

Rate

Collateral/Guarantee

US$

Bank of China Limited Nanping Pucheng Sub-branch

857,769

October 31, 2026

3.00

Buildings and Land use rights, Pucheng Green Health Food

Mr. Zengqiang Lin and

Ms. Hongyan Zhuang

Hongchang Food

Total

857,769

		As of September 30, 2025		As of March 31, 2025		Maturity	Effective Interest
Creditors		Balance		Balance		Date	Rate			Collateral/Guarantee
		US$		US$
Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd.	1		348,324		2,204,698	January 16, 2034		5.25	%	Construction in progress of
	2		278,097		2,480,285					the Hongchang Food
	3		977,554		964,555					Industrial Park, WFOE,
	4		2,234,610		275,587					Mr. Zengqiang Lin,
	5		2,514,113		344,484					Ms. Zhenzhu Lin
Subtotal			6,352,698		6,269,609
Chailease International Finance Co., Ltd. (“Chailease”)			457,353		529,769	October 25, 2027		15.16	%	Machines, WFOE,
										Mr. Zengqiang Lin and
										Mr. Huaqiang Lin
Suburban Credit Cooperative of Pucheng Rural Credit Union			280,906		135,038	August 28, 2028		5.20	%
Total			7,090,957		6,934,416

On October 31, 2025, Pucheng Green Health Food entered into a loan contract with Bank of China Limited Nanping Pucheng Sub-branch, pursuant to which it borrowed RMB6 million (approximately US$0.86 million) to fund its meatpacking business operations. The loan bears a yearly implied interest rate of 3.00%, with Pucheng Green Health Food obligated to make quarterly interest payments and repay the principal in full upon maturity. The loan is scheduled to mature on October 31, 2026.

14. LONG-TERM LOANS

Long-term loans represent the amounts due to various banks and financial lease companies lasting over one year. As of December 31, 2023, the Group had no loans. During 2024, the Group entered into long-term loans contracts with two creditors. The outstanding balances on long-term loans as of December 31, 2025 and March 31, 2025 consisted of the following:

		As of December 31, 2025 Balance		As of March 31, 2025		Maturity	Effective Interest
Creditors		(unaudited)		Balance		Date	Rate			Collateral/Guarantee
		US$		US$
Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd.	1		351,685		2,204,698	January 16, 2034		5.25	%	Construction in progress of
	2		280,205		2,480,285					the Hongchang Food
	3		989,294		964,555					Industrial Park, WFOE,
	4		2,261,651		275,587					Mr. Zengqiang Lin,
	5		2,544,714		344,484					Ms. Zhenzhu Lin
Subtotal			6,427,549		6,269,609
Chailease International Finance Co., Ltd. (“Chailease”)			420,991		529,769	October 25, 2027		15.16	%	Machines, WFOE,
										Mr. Zengqiang Lin and
										Mr. Huaqiang Lin
Suburban Credit Cooperative of Pucheng Rural Credit Union			285,923		135,038	August 28, 2028		5.20	%

Total			7,134,463		6,934,416

On October 23, 2024, Hongchang Food entered into a sales and leaseback contract with Chailease. Pursuant to the contract, the Company sold its machines for approximately US$561,698 and immediately leased it back from Chailease for a three-year period from October 25, 2024 to October 25, 2027. The cost of the relevant equipment was approximately US$218,505, which has been accounted in the other non-current assets. The Company had not transferred the control of the underlying assets to Chailease and the Company evaluated that the sales transaction did not qualify as a sale in accordance with ASC 606. Therefore, the sales and leaseback contract was in essence a debt financing arrangement and did not apply sales and leaseback accounting in ASC 842. The proceeds, net of the financing costs, were financial liability with a yearly implied interest rate of 15.16%. This long-term loan was guaranteed by WFOE, Mr. Zengqiang Lin, and Mr. Huaqiang Lin. The Company was required to make monthly interest and principal payment.

During the three months ended March 31, 2025, the Company repaid approximately US$58,585. As of March 31, 2025, the Company had an outstanding balance of US$529,769, of which US$123,996 and US$405,773 were classified to current portion and non-current portion, respectively.

During the ~~six~~nine months ended ~~September~~December 3031, 2025, the Company repaid approximately US$~~118~~178,~~433~~519. As of ~~September~~December 3031, 2025, the Company had an outstanding balance of US$~~457~~ 420,~~353~~991, of which US$~~185~~196,~~414~~011 and US$~~271~~224,~~939~~980 were classified to current portion and non-current portion, respectively.

The future maturities of long-term loans from Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd. are as follows:

For the period ending September 30,	Principal
For the years ending March 31,	Principal
Remainder of 2026	$	~~108~~142,~~149~~962
2027		~~140~~142,~~454~~962
2028		~~205~~274,~~062~~486
2029		~~588~~923,~~499~~532
Thereafter		54,~~310~~943,~~534~~607
	$	6,~~352~~427,~~698~~549
less: current portion	$	~~108~~71,~~149~~481
Non-current portion	$	6,~~244~~356,~~549~~068

21The purposes of these long-term loans are for the construction of Hongchang Food Industrial Park, and the interest of these loans was capitalized in construction-in-progress. Interest capitalized in construction-in-progress was US$306,584 and US$259,254 for the nine months ended December 30, 2025 and 2024, respectively.

The purposes of these long-term loans are for the construction of Hongchang Food Industrial Park, and the interest of these loans was capitalized in construction-in-progress. Interest capitalized in construction-in-progress was US$204,873 and US$165,305 for the six months ended September 30, 2025 and 2024, respectively.

On August 29, 2025, Pucheng Green Health Food entered into a loan contract with Suburban Credit Cooperative of Pucheng Rural Credit Union, pursuant to which it borrowed RMB2 million (approximately US$0.28 million) to fund its meatpacking business operations. The loan bears a yearly implied interest rate of 5.20%, with Pucheng Green Health Food obligated to make monthly interest payments and repay the principal in full upon maturity. The loan is scheduled to mature on August 28, 2028.

1415. COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL

In January 2023, 100 ordinary shares of Hongchang BVI were allotted and issued to the controlling stockholders, of par value US$1.

As per the Reorganization described in Note 1(b) History and reorganization of the Group, the consolidated financial statements were prepared as if the 100 shares had been in existence since the beginning of the periods presented. As per the Reverse merger described in Note 1(c), in the “Consolidated Statements of Stockholder’s Equity,” the 100 shares of the legal subsidiary (the accounting acquirer) were restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition.

In preparation of the Merger Transactions, the following transactions were undertaken to reorganize the legal structure of Operating Entity. On January 13, 2023, Mr. Zengqiang Lin and Ms. Zhenzhu Lin, the existing stockholders of Hongchang Food established BVI-1 and BVI-2 in the British Virgin Islands, respectively. On January 18, 2023, Hongchang BVI was then incorporated by BVI-1 and BVI-2, which held 70% and 30% equity interests in Hongchang BVI, respectively. On February 6, 2023, Hongchang BVI incorporated a wholly owned subsidiary, Hongchang HK. On February 28, 2023, Hongchang HK incorporated WFOE in the PRC. WFOE then purchased 100% of the equity interests in Hongchang Food. After the Reorganization, Mr. Zengqiang Lin and Ms. Zhenzhu Lin held 70% and 30% of the equity interests in Hongchang Food through WFOE, respectively. As all the entities involved in the process of the Reorganization were under common ownership of Hongchang Food’s stockholders before and after the Reorganization, the Reorganization was accounted for in a manner similar to a pooling of interests with the assets and liabilities of the parties to the Reorganization carried over at their historical amounts. Therefore, the consolidated financial statements were prepared as if the 100 shares had been in existence since the beginning of the periods presented.

On August 21, 2023, the Company entered into the Share Exchange Agreement with Hongchang BVI and Hongchang BVI’s stockholders, the Selling Stockholders, in relation to the Hongchang Acquisition. BVI-1 is wholly owned by Mr. Zengqiang Lin and BVI-2 is wholly owned by Ms. Zhenzhu Lin. Mr. Zengqiang Lin has been a director of the Company since February 17, 2023, and Ms. Zhenzhu Lin is the sister of Mr. Zengqiang Lin. In accordance with the terms of the Share Exchange Agreement, the Selling Stockholders sold and transferred 100 shares of Hongchang BVI, constituting all of the issued and outstanding share capital of Hongchang BVI, to the Company in exchange for the Consideration Shares, of which 353,322,843 shares were issued to BVI-1 and 62,259,532 shares were issued to BVI-2. Therefore, in the “Consolidated Statements of Stockholders’ Equity,” the 100 shares of the legal subsidiary (the accounting acquirer) were restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition.

In May 2023, Hongchang BVI received US$41,241,108 cash contribution from stockholders through its subsidiary Hongchang Food.

On September 1, 2023, upon closing the Merger Transactions, 100 shares of Hongchang BVI, par value US$1, constituting all of the issued and outstanding share capital of Hongchang BVI, were exchanged for the right to receive 415,582,375 shares of common stock of the Company, par value US$0.001.

22 23

1516. INCOME TAX

The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.

United States

The Company is subject to U.S. federal tax laws. On December 22, 2017, the “Tax Cuts and Jobs Act” (the “Act”) was enacted. Under the provisions of the Act, the U.S. corporate tax rate decreased from 34% to 21%. Accordingly, the Company has remeasured its deferred tax assets on its net operating loss carry forwards in the U.S at the lower enacted tax rate of 21%. However, this remeasurement had no effect on the Company’s income tax expense as the Company has provided a 100% valuation allowance on its deferred tax assets previously.

British Virgin Islands

Hongchang BVI was incorporated in the British Virgin Islands and is not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their stockholders, no British Virgin Islands withholding tax will be imposed.

Hong Kong

HK$2.0 million assessable profits will be subject to a lower tax rate of 8.25% and the excessive taxable income will continue to be taxed at the existing 16.5% tax rate. The two-tiered tax regime becomes effective from the assessment year of 2018/2019, which was on or after April 1, 2018. The application of the two-tiered rates is restricted to only one nominated enterprise among connected entities.

PRC

WFOE and its subsidiaries are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), Chinese enterprises are subject to income tax at a rate of 25% after appropriate tax adjustments.

Hongfu Food and Pucheng Green Health Food, primarily engaged in processing of agricultural products, are eligible for full exemption from corporate income tax under the tax preferential policies stipulated in the “EIT Laws,” with an effective tax rate of 0% during the relevant accounting period.

Income taxes in the PRC consisted of:

	For the six months ended September 30,
	For the nine months ended December 31,
	2025			2024
	US$			US$
Income tax expense		82116,~~166~~195			~~4,642~~-
Deferred income tax benefit		(920,~~539~~354	)		(1016,~~796~~877	)
Total income tax expense (benefit)		7295,~~627~~841			(616,~~154~~877	)

23The Company had an income tax expense of US$95,841 for the nine months ended December 31 2025 and an income tax benefit of US$16,877 for the nine months ended December 31, 2024.

~~The~~ ~~Company had an income tax expense of US$72,627 for the six months ended September 30, 2025, an income tax benefit of US$6,154 for the six months ended September 30, 2024.~~24

Below is a reconciliation of the statutory tax rate to the effective tax rate:

	For the six months ended September 30,
	For the nine months ended December 31,
	2025			2024
PRC statutory income tax rates*		25.00	%		25.00	%
Non-deductible expenses		0.0205	%		(60.3800	)%
Preferential tax rate reduction		(2225.4963	)%		39(1.7639	)%
Change in valuation allowance		69.8930	%		(4919.9031	)%
Actual income tax rate		98.4272	%		84.4830	%

*	As the Company’s business operation mainly concentrated in PRC, the Company determined to apply PRC statutory tax rate in reconciliation of the statutory tax rate to the effective tax rate.

Deferred tax assets consisted of the following:

	As of
	September 30, 2025			March 31, 2025
	December 31, 2025			March 31, 2025
	US$			US$
Land use right amortization	$	98111,~~940~~812			91,714
Appraisal appreciation		12,~~424~~483			12,503
Net operating losses carried forward in the PRC		1820,~~508~~004			15,931
Net operating losses carried forward in the U.S.		~~277~~332,~~611~~185			221,318
Totals		~~407~~476,~~483~~484			341,466
Less: Valuation allowance		(~~296~~352,~~119~~189	)		(237,249	)
Deferred tax assets, net		~~111~~124,~~364~~295			104,217

2417. RELTED PARTY TRANSACTIONS

16. RELTED PARTY TRANSACTIONS

(a)

Related parties

The principal related parties with which the Group had transactions during the years presented are as follows:

Names of related parties		Relationship with The Group
Zengqiang Lin		The principal stockholder and director of the Company
Xinhongbo		An entity controlled by the principal stockholder of the Company
Zhenzhu Lin		The principal stockholder of the Company
Xindefu		Non-controlling shareholder of Hongfu Food
Xiuhua Zhou		Owner of Xindefu
Fujian Xiangbing Logistics Co., Ltd. (“Xiangbing”)		Common controller with Xindefu
Huaqiang Lin		Father of Zengqiang Lin

(b) Other than disclosed elsewhere, the Group had the following significant related party transactions for the six months ended September 30, 2025 and 2024:

	For the six months ended
	September 30,
	2025			2024
	US$			US$
Loans from related parties:
-Zhenzhu Lin		41,973			1,684,201
-Zengqiang Lin		3,071,718			4,576,204
-Xiuhua Zhou		-			1,516,760
		3,113,691			7,777,165
Repayments to related parties:
-Zhenzhu Lin		(39,471	)		-
-Zengqiang Lin		(2,646,112	)		(668,515	)
-Xiuhua Zhou		-			(626,355	)
		(2,685,583	)		(1,294,870	)
Sales of goods:
-Xindefu		-			1,575
Procurement of goods:
-Xindefu		-			267,970
Procurement of service:
-Xindefu		-			198,006
-Xiangbing		-			112,168

(cb) ~~The~~Other than disclosed elsewhere, the Group had the following significant related party ~~balances~~transactions asfor ofthe ~~September~~nine ~~30,~~months ~~2025~~ended ~~and~~December ~~March~~ 31, 2025 and 2024:

	As of September 30, 2025			As of March 31, 2025
	For the nine months ended
	December 31,
	2025			2024
	US$			US$
Amounts due to related parties:
Loans from related parties:
-Zhenzhu Lin– current portion		45,875			42,500
-Zhenzhu Lin		48,978			1,683,718
-Zengqiang Lin		34,~~581~~106,~~556~~125			35,~~513~~519,~~737~~563
-Zengqiang Lin – current portion		3,364,113			2,907,575
-Xiuhua Zhou		-			1,557,007
		6,991,544			6,463,812
		4,155,103			8,760,288
Repayments to related parties:
-Zhenzhu Lin		(44,742	)		(1,644,203	)
-Zengqiang Lin		(3,295,983	)		(1,286,335	)
-Xiuhua Zhou		-			(1,557,007	)
		(3,340,725	)		(4,487,545	)
Sales of goods:
-Xindefu		-			1,576
Procurement of goods:
-Xindefu		-			229,453
Procurement of service:
-Xindefu		-			272,647
-Xiangbing		-			112,236

~~All~~(c) ~~balances~~The ~~with~~Group had the following related ~~parties~~ party balances as of ~~September~~December 3031, 2025 and March 31, 2025 ~~were unsecured and interest-free and had no fixed terms of repayments.~~:

	As of December 31, 2025		As of March 31, 2025
	US$		US$
Amounts due to related parties:
-Zhenzhu Lin– current portion		48,431		42,500
-Zengqiang Lin		3,645,518		3,513,737
-Zengqiang Lin – current portion		3,786,771		2,907,575
		7,480,720		6,463,812

All balances with the related parties as of December 31, 2025 and March 31, 2025 were unsecured and interest-free and had no fixed terms of repayments.

On April 1, 2023, Hongchang Food entered into an interest-free loan agreement with Zengqiang Lin to obtain aggregate maximum loans of up to US$8.5 million) for the period from April 1, 2023 to March 31, 2026.

On March 1, 2024, Hongchang Food entered into a loan agreement with Zengqiang Lin, bearing an annual interest rate of 3%, to obtain aggregate maximum loans of up to RMB 50.0 million (US$6.9 million) for the period from March 1, 2024, to March 1, 2027.

On May 16, 2024, Hongfu Food entered into an interest-free loan agreement with Zhenzhu Lin to obtain aggregate maximum loans of up to US$4.3 million for the period from May 16, 2024 to May 15, 2027.

On September 19, 2024, Hongchang Food entered into an interest-free loan agreement with Zengqiang Lin to obtain aggregate maximum loans of up to US$8.5 million for the period from September 20, 2024 to September 20, 2027. On March 21, 2025, they entered into a supplementary agreement, pursuant to which Zengqiang Lin promised that he would not ask Hongchang Food to pay back an amount of US$3,493,486 of the loan until March 31, 2026.

On December 15, 2024, Hongchang Supply Chain entered into an interest-free loan agreement with Zengqiang Lin to obtain aggregate maximum loans of up to RMB5.0 million (US$0.7 million) for the period from December 15, 2024 to December 15, 2027.

On January 25, 2025, Hongchang Supply Chain entered into an interest-free loan agreement with Huaqiang Lin to obtain aggregate maximum loans of up to US$0.7 million for the period from January 25, 2025 to January 25, 2028. As of ~~September~~December 3031, 2025, the loan was repaid.

On January 26, 2025, Hongchang Food entered into a mortgage contract with Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd., pledging the buildings and land use right as collateral to secure the loans obtained by Xinhongbo. As of ~~September~~December 3031, 2025, the carrying value of the buildings was US$2728,~~632~~125,~~374~~854, and the carrying value of the land use right was US$1,~~797~~829,~~129~~223.

1718. COMMITMENTS AND CONTINGENCIES

As of ~~September~~December 3031, 2025, ~~the~~ the Group had entered into several contracts for construction of Hongchang Food Industrial Park and the improvement of industrial buildings. Total outstanding commitments under these contracts were US$34,~~934~~004,~~158~~417 and US$3,859,662 as of ~~September~~December 3031, 2025 and March 31, 2025, respectively. The Group expected to pay off all the balances within one to three years.

1819. SUBSEQUENT EVENTS

Management has reviewed the Group’s operations for potential disclosure or financial statement impacts related to events occurring after ~~September~~December 3031, 2025 ~~through~~ through the date the release of the unaudited condensed consolidated financial statements contained in this quarterly report on From 10-Q ~~were~~ were issued. Based on such evaluation, there were no additional subsequent event disclosures or financial statement impacts related to ~~events~~ events occurring after ~~September~~December 3031, 2025 that warranted adjustment to or disclosure in these unaudited condensed consolidated financial statement.

26 27

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in our unaudited condensed consolidated financial statements, which appear elsewhere in this Report, and should be read in conjunction with such financial statements and related notes included in this Report. Except for the historical information contained herein, the following discussion, as well as other information in this Report, contain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the “safe harbor” created by those sections. Actual results and the timing of the events may differ materially from those contained in these forward-looking statements due to many factors, including those discussed in the “Forward-Looking Statements” set forth elsewhere in this Report.

Results of Operations

Discussion and Analysis of Three Months Ended ~~September~~December 3031, 2025 Compared to Three Months Ended ~~September~~December 3031, 2024

The following chart provides a summary of our results of operations for the three months ended ~~September~~December 3031, 2025 and 2024:

	For the three months ended September 30,
	For the three months ended December 31,
	2025			2024
Revenue	$	34,~~470~~017,~~693~~635		$	~~820~~46,~~608~~392
Cost of revenue		2(3,~~863~~298,~~553~~793	)		~~770~~(15,~~472~~655	)
Gross profit		~~607~~718,~~140~~842			5030,~~136~~737
Total operating expenses		(~~354~~378,~~950~~132	)		(~~102~~237,~~824~~398	)
Income (loss) from operations		~~252~~340,~~190~~710			(52206,~~688~~661	)
Total other (expense) income		(11,128	)		2,496
Total other expenses		(13,227	)		(113,464	)
Income (loss) before income taxes		~~241~~327,~~062~~483			(50320,~~192~~125	)
Income tax (expense) benefit		(4223,~~815~~214	)		510,~~421~~723
Net income (loss)	$	~~198~~304,~~247~~269		$	(44309,~~771~~402	)
Basic net income (loss) per share	$	(0.0006	)	$	(0.0006	)

Revenue

Our PRC subsidiaries generate revenue mainly from meat and food product sales, sales and installation of support infrastructure for Hongchang Food Industrial Park, and provision of rental services.

The following table sets forth the breakdown of our revenue by category, both in absolute amount and as a percentage of total revenue for each category for the periods indicated:

	For the three months ended September 30,
	For the three months ended December 31,
	2025				2024
	US$		%		US$		%
Product sales – Meat products		3,~~062~~602,~~321~~132		8890		~~820~~46,~~608~~392		100
Services – Rental services		~~408~~415,~~372~~503		1210		-		-
Total		34,~~470~~017,~~693~~635		100		~~820~~46,~~608~~392		100

27 28

Our PRC subsidiaries generated revenue of US$34,~~470~~017,~~693~~635 for the three months ended ~~September~~December 3031, 2025, as compared to US$~~820~~46,~~608~~392 for the same period of 2024. The increase of ~~323~~8,560% for the three months ended ~~September~~December 3031, 2025 was mainly because: (i) meat product sales revenue of US$3,~~062~~602,~~321~~132 from a new subsidiary, Pucheng Green Health Food and (ii) rental revenue from the lease contracts of Phrase I of Hongchang Food Industrial Park. .

Cost of revenue

Cost of revenue for meat products and sale and installation of support infrastructure for Hongchang Food Industrial Park represents costs and expenses directly attributable to the manufacture of our products and facilities sold and delivered, which primarily comprises of costs of (1) materials, components, and parts; (2) production overhead, including mainly packaging and testing costs, amortization and depreciation of intangible assets, production equipment, and utilities; (3) direct labor, including cost to our production staff and outsourced production workers, and (4) outsourcing production costs.

Cost of rental service primarily consists depreciation expenses.

Cost of revenue was US$23,~~863~~298,~~553~~793 for the three months ended ~~September~~December 3031, 2025, which is a ~~271~~20,972% increase as compared to US$~~770~~15,~~472~~655 for the same period of 2024, due to the sales increase of Pucheng Green Health Food and rental cost of buildings in Hongchang Food Industrial Park. The following table sets forth the breakdown of our cost of revenue by category, both in absolute amount and as a percentage of the cost of revenue, for the periods indicated:

	For the three months ended September 30,
	For the three months ended December 31,
	2025				2024
	US$		%		US$		%
Product sales – Meat products		23,~~649~~076,~~278~~082		93		~~770~~15,~~472~~655		100
Services – Rental services		~~214~~222,~~275~~711		7		-		-
Total		23,~~863~~298,~~553~~793		100		~~770~~15,~~472~~655		100

Gross profit and margin

Gross profit refers to the difference between operating revenue and costs. Our gross profit/loss and gross profit/loss margin of sales of meat products are primarily affected by the market price of the products and our cost of revenue.

Our gross profit/loss and gross profit/loss margin of rental services are primarily affected by the average market rent of the building space and our cost of revenue.

Gross margin is a measure used by management to indicate whether we are selling products at an appropriate gross profit. Our gross margin is influenced by product prices, product combinations, availability, and discounts, as some products typically offer higher gross profit margins, as well as the impact of our product costs, which may vary. We had gross profit of US$~~607~~718,~~140~~842 and gross profit of US$5030,~~136~~737 for the three months ended ~~September~~December 3031, 2025 and 2024, which represented gross margin of 1718% and 666%, respectively. The following table sets forth our gross profit/loss by category for the ~~periods~~ periods indicated:

	For the three months ended September 30,
	For the three months ended December 31,
	2025				2024
	US$		%		US$		%
Product sales – Meat products		~~413~~526,~~043~~050		6873		5030,~~136~~737		100
Services – Rental services		~~194~~192,~~097~~792		3227		-		-
Total		~~607~~718,~~140~~842		100		5030,~~136~~737		100

28 29

Operating expenses

Our operating expenses consist of sales and marketing expenses and general and administrative expenses.

Sales and marketing expenses

We incurred selling expenses of US$21,~~605~~257 and US$~~1,382~~nil for the three months ended ~~September~~December 3031, 2025 and 2024, respectively, mainly due to the increase in sales activities from a new subsidiary, Pucheng Green Health Food .

General and administrative expenses

We incurred general and administrative expenses of US$~~352~~376,~~345~~875 for the three months ended ~~September~~December 3031, 2025, as compared to US$~~101~~234,~~442~~561 in the same period of 2024. The increase in management expenses was mainly due to the agency fees (approximately US$~~253~~270,~~010~~289) occurred in the ~~third~~fourth quarter in 2025.

Income tax expenses

We incurred income tax expenses of US$4223,~~815~~214 for the three months ended ~~September~~December 3031, 2025, and incurred income tax benefits of US$510,~~421~~723 in the same period of 2024.

Net income (loss)

As a result of the foregoing, we reported net income of US$~~198~~304,~~247~~269 for the three months ended ~~September~~December 3031, 2025 and a net loss of US$44309,~~771~~402 for the same period of 2024.

Discussion and Analysis of ~~Six~~Nine Months Ended ~~September~~December 3031, 2025 Compared to ~~Six~~Nine Months Ended ~~September~~December 3031, 2024

The following chart provides a summary of our results of operations for the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024:

	For the six months ended September 30,
	For the nine months ended December 31,
	2025			2024
Revenue	$	711,~~314~~332,~~841~~476		$	2,~~802~~848,~~506~~898
Cost of revenue		(69,~~093~~392,~~989~~782	)		(2,~~653~~666,~~655~~993	)
Gross profit (loss)		1,220,852			148,851
Gross profit		1,939,694			181,905
Total operating expenses		(~~431~~809,~~227~~359	)		(~~225~~462,~~553~~922	)
Income (loss) from operations		~~789~~1,~~625~~130,335			(76281,~~702~~017	)
Total other (expense) income		(18,809	)		4,097
Total other expenses		(32,036	)		(111,684	)
Income (loss) before income taxes		~~770~~1,~~816~~098,299			(72392,~~605~~701	)
Income tax (expense) benefit		(7295,~~627~~841	)		616,~~154~~877
Net income (loss)	$	~~698~~1,~~189~~002,458		$	(66375,~~451~~824	)
Basic net loss per share	$	(0	)	$	(0	)
Basic net earning (loss) per share	$	0.0019		$	(0.0007	)

Revenue

Our PRC subsidiaries generate revenue mainly from meat and food product sales, sales and installation of support infrastructure for Hongchang Food Industrial Park, and provision of rental services.

The following table sets forth the breakdown of our revenue by category, both in absolute amount and as a percentage of total revenue for each category for the periods indicated:

	For the six months ended September 30,
	For the nine months ended December 31,
	2025				2024
	US$		%		US$		%
Product sales – Meat products		610,~~502~~104,~~330~~462		89		2,~~802~~848,~~506~~898		100
Services – Rental services		~~812~~1,~~511~~228,014		11		-		-
Total		711,~~314~~332,~~841~~476		100		2,~~802~~848,~~506~~898		100

The PRC subsidiaries generated revenue of US$711,~~314~~332,~~841~~476 for the ~~six~~nine months ended ~~September~~December 3031, 2025, as compared to US$2,~~802~~848,~~506~~898 for the same period of 2024. The increase of ~~161~~298% for the ~~six~~nine months ended ~~September~~December 3031, 2025 was mainly because of: (i) meat product sales revenue of US$610,~~502~~104,~~330~~462 from a new subsidiary, Pucheng Green Health Food and (ii) rental revenue from the lease contracts of Phrase I of Hongchang Food Industrial Park.

Cost of revenue

Cost of rental service primarily consists depreciation expenses.

~~Cost of revenue was US$6,093,989 for the six months ended September 30, 2025, which is a 130% increase as compared to US$2,653,655 for the same period of 2024, due to~~ sales increase of Pucheng Green Health Food and rental cost of buildings in Hongchang Food Industrial Park. The following table sets forth the breakdown of our cost of revenue by category, both in absolute amount and as a percentage of the cost of revenue, for the periods indicated:

	For the six months ended September 30,
	For the nine months ended December 31,
	2025				2024
	US$		%		US$		%
Product sales – Meat products		58,~~667~~743,~~071~~153		93		2,~~653~~666,~~655~~993		100
Services – Rental services		~~426~~649,~~918~~629		7		-		-
Total		69,~~093~~392,~~989~~782		100		2,~~653~~666,~~655~~993		100

Gross profit and margin

Our gross profit/loss and gross profit/loss margin of sales of meat products and supporting facilities for industrial park products are primarily affected by the market price of the products and our cost of revenue.

Our gross profit/loss and gross profit/loss margin of rental services are primarily affected by the average market rent of the building space and our cost of revenue.

30Gross margin is a measure used by management to indicate whether we are selling products at an appropriate gross profit. Our gross margin is influenced by product prices, product combinations, availability, and discounts, as some products typically offer higher gross profit margins, as well as the impact of our product costs, which may vary. At present, we offer competitive prices to attract and retain customers. In the future, as we grow, we plan to launch diversified products and competitive services to increase market share. We regularly evaluate the profitability of our products. As our business activities started in 2023 and we are still in the early stages, we had gross profit of US$1,939,694 and gross profit of US$181,905 for the nine months ended December 31, 2025 and 2024, which represented gross margin of 17% and 6%, respectively. The following table sets forth our gross profit/loss by category for the periods indicated:

Gross margin is a measure used by management to indicate whether we are selling products at an appropriate gross profit. Our gross margin is influenced by product prices, product combinations, availability, and discounts, as some products typically offer higher gross profit margins, as well as the impact of our product costs, which may vary. At present, we offer competitive prices to attract and retain customers. In the future, as we grow, we plan to launch diversified products and competitive services to increase market share. We regularly evaluate the profitability of our products. As our business activities started in 2023 and we are still in the early stages, we had gross profit of US$1,220,852 and gross profit of US$148,851 for the six months ended September 30, 2025 and 2024, which represented gross margin of 17% and 5%, respectively. The following table sets forth our gross profit/loss by category for the periods indicated:

	For the nine months ended December 31,
	2025				2024
	US$		%		US$		%

Product sales – Meat products		1,361,309		70		181,905		100
Services – Rental services		578,385		30		-		-
Total		1,939,694		100		181,905		100

	For the six months ended September 30,
	2025				2024
	US$		%		US$		%
Product sales – Meat products		835,259		68		148,851		100
Services – Rental services		385,593		32		-		-
Total		1,220,852		100		148,851		100

Operating expenses

Our operating expenses consist of sales and marketing expenses and general and administrative expenses.

Sales and marketing expenses

We incurred selling expenses of US$23,~~605~~862 and US$1,~~537~~508 for the ~~six~~nine months ended ~~September~~December 3031, 2025 and 2024, respectively, mainly due to the increase in sales activities from a new subsidiary, Pucheng Green Health Food.

General and administrative expenses

We incurred general and administrative expenses of US$~~428~~805,~~622~~497 for the ~~six~~nine months ended ~~September~~December 3031, 2025, as compared to US$~~224~~458,~~016~~577 in the same period of 2024. The increase in management expenses was mainly due to the agency fees (approximately US$~~253~~527,~~010~~950) occurred in ~~the third quarter in~~ 2025.

Income tax expenses

We incurred income tax expenses of US$7295,~~627~~841 for the ~~six~~nine months ended ~~September~~December 3031, 2025, and incurred income tax benefits of US$616,~~154~~877 in the same period of 2024.

Net income (loss)

As a result of the foregoing, we reported net income of US$~~698~~1,~~189~~002,458 for the ~~six~~nine months ended ~~September~~December 3031, 2025, ~~2025~~ and a net loss of US$66375,~~451~~824 for the same period of 2024.

Liquidity and Capital Resources

The following chart provides a summary of our key balance sheet items as of ~~September~~December 3031, 2025 and March 31, 2025, and should be read in conjunction with the financial statements, ~~and~~ and notes thereto, included with this report.

	As of September 30, 2025		As of March 31, 2025
	As of December 31, 2025		As of March 31, 2025
Cash and cash equivalents	$	32551,~~479~~778	$	493,201
Restricted cash	$	~~221~~225,~~974~~959	$	217,700
Accounts receivable	$	35,~~544~~850,~~467~~090	$	2,278,878
Other receivables	$	~~955~~915,~~541~~613	$	74,693
Other current assets	$	~~614~~587,~~299~~387	$	~~757~~653,~~833~~616
Total current assets	$	58,~~409~~180,~~402~~363	$	43,~~033~~929,~~900~~683
Construction-in-progress	$	1718,~~892~~166,~~153~~029	$	16,832,470
Land use rights, net	$	4,~~030~~079,~~601~~607	$	3,998,567
Total assets	$	6165,~~739~~883,~~130~~202	$	59,538,093
Accounts payable-construction in progress	$	1615,~~930~~803	$	13,639
Total current liabilities	$	69,~~798~~679,~~335~~701	$	6,447,590
Long-term loans	$	6,~~797~~866,~~394~~971	$	6,556,390
Amounts due to a related party	$	3,~~581~~645,~~556~~518	$	3,513,737
Total non-current liabilities	$	12,~~338~~498,~~642~~807	$	12,013,264
Total liabilities	$	1922,~~136~~178,~~977~~508	$	18,460,854
Total stockholders’ (deficit) equity	$	4243,~~602~~704,~~153~~694	$	41,077,239

As of December 31, 2025, we had US$777,737 in cash, compared to US$710,901 as of March 31, 2025. The increase in cash was mainly due to (i) loans from banks in 2025 and (ii) loans from related parties.

As of ~~September~~December 3031, 2025, weour ~~had~~construction in progress balance amounted to approximately US$~~254~~18,~~453 in cash~~166,029, as compared to US$~~710~~16,~~901~~832,470 as of March 31, 2025. ~~The~~This ~~decrease~~reflected inour ~~cash~~continuous ~~was~~investment and ~~mainly~~progress ~~due to (i) reimbursement~~ of ~~accounts~~the ~~payable~~construction ~~and~~schedule ~~other payables, (ii) investment~~ in ~~construction of Phrase II of~~ Hongchang Food Industrial Park~~, and (iii) repayments of long-term payables~~.

AsCapital ofExpenditure ~~September~~Commitment ~~30, 2025, our construction in progress balance amounted to approximately US$17,892,153,~~ as ~~compared to US$16,832,470 as~~ of ~~March~~ December 31, 2025~~. This reflected our continuous investment and progress of the construction schedule in Hongchang Food Industrial Park.~~

~~Capital~~As ~~Expenditure~~of ~~Commitment~~December as31, 2025, the Company had entered into several contracts for construction of ~~September~~Hongchang Food Industrial Park and the improvement of the processing factory buildings. Total 30outstanding commitments under these contracts were US$4,004,417 and US$3,859,662 as of December 31, 2025 and March 31, 2025, respectively. The Company expected to pay off all the balances within one to three years.

As of September 30, 2025, the Company had entered into several contracts for construction of Hongchang Food Industrial Park and the improvement of the processing factory buildings. Total outstanding commitments under these contracts were US$3,908,374 and US$3,859,662 as of September 30, 2025 and March 31, 2025, respectively. The Company expected to pay off all the balances within one to three years.

Off Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of ~~September~~December 3031, 2025 and March 31, 2025.

Cash Flows

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

	For the six months ended September 30,
	For the nine months ended December 31,
	2025			2024
	US$			US$
Net cash used in operating activities	$	(~~325~~641,~~333~~298	)	$	(2426,~~685,432~~080	)
Net cash used in investing activities	$	(~~551~~856,~~687~~928	)	$	(45,~~720~~379,~~774~~882	)
Net cash provided by financing activities	$	~~414~~1,~~862~~541,027		$	65,~~843~~151,~~575~~875
Effect of foreign exchange on cash	$	524,~~710~~035		$	(~~25,394~~389	)
Net decrease in cash	$	(456,448	)	$	(588,025	)
Net increase (decrease) in cash	$	66,836		$	(654,476	)
Cash and restricted cash at the beginning of the period	$	710,901		$	895,074
Cash and restricted cash at the end of the period	$	~~254~~777,~~453~~737		$	~~307~~240,~~049~~598

Operating activities

Net cash used in operating activities for the ~~six~~nine months ended ~~September~~December 3031, 2025 was US$~~325~~641,~~333~~298, which primarily reflected our net income of US$~~698~~1,~~189~~002,458, as mainly adjusted for amortization of US$~~379~~584,~~617~~459, and adjustment for changes in working capital, primarily consisting of (i) aan ~~decrease~~increase in ~~advances~~accounts topayable ~~suppliers~~ of US$~~176~~1,~~051~~396,004, (ii) a decrease in ~~other~~advances ~~current~~to ~~assets~~suppliers of US$~~159~~177,~~673~~798, and (iii) ana ~~increase~~decrease in ~~accounts~~other ~~payable~~current assets of US$~~140~~88,~~683~~205, offset by (i) an increase in accounts receivable of US$13,~~224~~405,~~829~~886, (ii) an increase in other receivable of US$~~356~~302,~~213~~078, and (iii) aan ~~decrease~~increase in ~~accrued~~deferred ~~expenses and~~offering ~~other~~cost ~~payables~~ of US$~~208~~201,~~061~~988.

Net cash used in operating activities for the ~~six~~nine months ended ~~September~~December 3031, 2024 was US$2426,~~685~~080,~~432,~~ which primarily reflected our net loss of US$66375,~~451~~824, as mainly adjusted for amortization of US$4568,~~195~~447, and adjustment for changes in working capital, primarily consisting of ~~(i)~~a andecrease ~~increase~~ in ~~accounts~~other ~~payable~~current toassets ~~related parties~~ of US$~~178~~190,~~180~~612, ~~(ii) an increase in accounts payable of US$153,769,~~ offset by (i) ana ~~increase~~decrease in ~~inventories~~accrued ofexpenses ~~US$1,811,184,~~and ~~(ii)~~other anpayables ~~increase in advances to suppliers~~ of US$~~794~~172,~~470~~266, and (~~iii~~ii) an increase in accounts receivable of US$~~282~~52,~~415, and (iv) a decrease in accrued expenses and other payables of US$198,876~~484.

Investing activities

Net cash used in investing activities for the ~~six~~nine months ended ~~September~~December 3031, 2025 was US$~~551~~856,~~687~~928, mainly attributable to purchases of property and equipment. Net cash used in investing activities for the ~~six~~nine months ended ~~September~~December 3031, 2024 was US$45,~~720~~379,~~774~~882, mainly attributable to purchases of property and equipment.

Financing activities

Net cash provided by financing activities for the ~~six~~nine months ended ~~September~~December 3031, 2025 was US$~~414~~1,~~862~~541,027, primarily due to loans from related parties and banks.

Net cash provided by financing activities for the ~~six~~nine months ended ~~September~~December 3031, 2024 was US$65,~~843~~151,~~575~~875, primarily due to loans from related parties and banks.

Critical Accounting Policies Involving Critical Accounting Estimates

The discussion and analysis of our Group’s financial condition and results of operations are based upon our Group’s unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP in a consistent manner. The preparation of these financial statements requires the selection and application of accounting policies. Further, the application of U.S. GAAP requires our Group to make estimates and judgments about future events that affect the reported amounts of assets, liabilities, revenue, and expenses and related disclosures. On an ongoing basis, our Group evaluate its estimates, including those discussed below. Our Group bases its estimates on historical experience, current trends, and various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates under different assumptions or conditions. Our Group believes it is possible that other professionals, applying reasonable judgment to the same set of facts and circumstances, could develop and support a range of alternative estimated amounts. Our Group believes that it has appropriately applied its critical accounting policies. However, in the event that inappropriate assumptions or methods were used relating to the critical accounting policies below, our Group’s consolidated statements of operations could be misstated.

A detailed summary of significant accounting policies is summarized below:

Use of estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenue and expenses during the reported period in the unaudited condensed consolidated financial statements and accompanying notes. Significant accounting estimates reflected in our Group’s unaudited condensed consolidated financial statements mainly include, but are not limited to, assessment for impairment of long-lived assets, valuation of deferred tax assets and current expected credit loss of receivables. Actual results could differ from those estimates.

Construction-in-progress

Land use right, net

Revenue recognition

The Group applied ASC 606 for all periods presented.

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

The Group’s principal revenue stream includes:

1.	Product revenue:

●

Meat and food product sales:

For the majority of meat and food product sales contracts, the Group assumes inventory risk, has the autonomy to set prices, and is responsible for fulfilling the promise to deliver specific goods to customers. As the Group acts as the principal in these transactions, revenue is recognized on a gross basis. In contrast, for a small number of contracts where the Group does not assume inventory risk, does not have pricing authority, and is not primarily responsible, revenue is recognized on a net basis.

●

Sale and installation of support infrastructure for Hongchang Food Industrial Park:

The Group bundles the installation together with the sale of mounts for photovoltaic panels. The installation services do not significantly customize or modify the mounts.

2.	Service revenue:

●

Rental services: The Group started to generate lease revenue in 2025 from operating leases of constructed buildings in Hongchang Food Industrial Park to customers. As a lessor, the Group accounts for these leases under ASC 842. Lease revenue is recognized on a straight-line basis over the lease term, with any difference between straight-line revenue and contractual rental receipts recorded as a component of accounts receivable. Revenue recognition is subject to a collectability assessment, considering the creditworthiness of lessees and historical payment patterns. See “Note 2. Summary of Significant Accounting Policies—Lease—from the perspective as a lessor” for more discussion.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were not effective as a result of a material weakness primarily related to a lack of a sufficient number of personnel with appropriate training and experience in U.S. GAAP. In the future, we intend to hire more personnel with sufficient training and experience in U.S. GAAP. We plan to enhance our internal control system through a series of measures, including hiring more personnel with adequate training and U.S. GAAP experience, appointing independent directors, and setting up an audit committee.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarterly period ended ~~September~~December 3031, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently no legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition, or operating results.

ITEM 1A. RISK FACTORS

Smaller reporting companies are not required to provide the information required by this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

There was no information required to be disclosed in a report on Form 8-K during the period covered by this Report, but not reported. There were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors. No insider trading arrangements and policies (such as Rule 10b5–1 trading arrangements) have been entered into by the directors and officers of the Company.

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ITEM 6. – EXHIBITS

Exhibit		Exhibit Description
3.1		Articles of Incorporation (Incorporated herein by reference to Exhibit 3.1 to the Transition Report on Form 10-K, filed with the Securities and Exchange Commission on August 11, 2025)
3.2		Certificate of Amendment (Incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on July 6, 2018)
3.3		Certificate of Amendment (Incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on August 3, 2018)
3.4		Certificate of Amendment (Incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on September 14, 2018)
3.5		Certificate of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on November 17, 2023 (Incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on November 21, 2023)
3.6		Third Amended and Restated Bylaws of Hongchang International Co., Ltd effective as of November 23, 2023 (Incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on November 24, 2023)
4.1		Specimen Stock Certificate (incorporated herein by reference to Exhibit 4.2 to the Transition Report on Form 10-K, filed with the Securities and Exchange Commission on August 11, 2025)
10.1*		Loan Agreement dated ~~August~~October 2930, 2025 by and between Pucheng Green Health Food and ~~Suburban~~Bank ~~Credit~~of ~~Cooperative~~China ofCo., ~~Pucheng~~Ltd., ~~Rural~~Nanping ~~Credit~~Pucheng ~~Union~~Branch
31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.

In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.

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SIGNATURES

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

	Hongchang International Co., Ltd
Dated: November 13, 2025	By:	/s/ Zengqiang Lin
Dated: February 13, 2026	By:	/s/ Zengqiang Lin
	Name:	Zengqiang Lin
	Title:	Chief Executive Officer and Chief Financial Officer (Duly Authorized Officer, Principal Executive Officer, and Principal Financial Officer)

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