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 ~~March~~June 3130, 2025

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

Commission File Number: 000-50559

SCIENTIFIC ENERGY, INC.

(Exact name of registrant as specified in its charter)

Utah 87-0680657

(State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.)

Room M, 21F, Tong Nam Ah Commercial Centre, 180 Alameda Dr., Carlos D’Assumpcao. Macau

(Address of principal executive offices including zip code)

(852) 2530-2089

(Registrant’s telephone number)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X ] 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 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 [X]

Securities registered pursuant to Section 12(b) of the Act: None.

Applicable Only to Corporate Issuers

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 263,337,500 shares of common stock, par value $0.01, as of ~~June~~August 2729, 2025.

Key Information Related to Doing Business in China and Macau

Company Overview

Scientific Energy, Inc. (the "Company") was incorporated in the State of Utah on May 30, 2001. As a holding company, we do not conduct operations directly; instead, all business activities are carried out through our two operating subsidiaries, one located in Macau and one located in the United States:

In Macau, our food ordering and delivery business is operated by our 98.75%-owned subsidiary, Macao E-Media Development Company Limited (“MED”), a Macau-based company. To support this operation, we also have several direct and indirect subsidiaries incorporated in Macau, Hong Kong, and mainland (“Mainland China”) of the People’s Republic of China (“PRC”) that provide back-office and technical support to our core business activities in Macau. By the end of fiscal year 2023, the majority of our assets are located in Macau, and nearly all of our revenue was generated from Macau.

Our wholesale graphite products business in the United States are carried out through our newly incorporated wholly-owned subsidiary, Graphite Energy, Inc., which was established in the State of Florida in December 2023.

Our principal executive offices are located in Macau. There is no Chinese Communist Party official who sits on the board of the Company and that the Company's certificate of incorporation and bylaws do not contain any charter of the Chinese Communist Party.

We do not conduct any operations in, nor do we rely on counterparties that operate in, the Xinjiang Uyghur Autonomous Region.

We do not have, nor do we intend to have, any contractual arrangement to establish a variable interest entity (“VIE”) structure with any entity in Macau, Hong Kong and Mainland China.

The chart below sets forth our corporate structure as of the date of this filing:

As a holding company, we have no operation of our own. Our investors hold shares of common stock in Scientific Energy, Inc., the Utah holding company. Our holding company structure presents unique risks as our investors may not directly hold equity interests in our operating subsidiaries and will be dependent upon dividends and other distributions from our subsidiaries to finance our cash flow needs.

There are significant legal and operational risks associated with conducting a substantial portion of our operations in Macau. Our food and grocery ordering and delivery operations are based in Macau, a Special Administrative Region of the PRC. However, due to the long-arm provisions under current PRC laws and regulations, the PRC government may exert significant oversight and discretion over our business operations. It may intervene in or influence our operations at any time, potentially resulting in material changes to our business or the value of our common stock. Additionally, any measures by the Chinese government to increase oversight and control over overseas offerings and/or foreign investment in Macau or China-based issuers could limit or entirely restrict our ability to continue offering securities to investors, potentially causing their value to decline significantly or become worthless. Furthermore, the Chinese government may impose restrictions on capital movement, affecting our ability to transfer funds out of Macau to distribute earnings, pay dividends, or reinvest in business operations outside of Macau. See “1A. Risk Factors — Risks Related to Doing Business in China and Macau — Under the long-arm provisions of current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over our business operations in Macau. It has the authority to intervene or influence our operations at any time, potentially leading to material changes in our business or the value of our common stock. Additionally, increased government oversight of overseas offerings or foreign investment in China-based issuers could restrict or entirely prevent our ability to offer securities, potentially causing their value to decline significantly or become worthless. Furthermore, the Chinese government may impose capital movement restrictions, limiting our ability to transfer funds out of Macau for purposes such as distributing earnings, paying dividends, or reinvesting in operations outside Macau. Changes in Chinese government policies, regulations, rules, or law enforcement practices may also occur rapidly and with little advance notice. As a result, our assessments of the risks associated with the PRC legal and regulatory system remain uncertain and subject to change.”

Risks and uncertainties arising from the legal system in China and related to doing business in the PRC and Macau.

We encounter a range of legal and operational risks and uncertainties as a company situated in and primarily functioning within Macau, which is a special administrative region of the PRC. The majority of our activities take place in Macau and are subject to its laws, rules, and regulations. The Company and our subsidiaries must adhere to the laws, rules, and regulations governing foreign investment in the country. Given that PRC laws and regulations are relatively recent and rapidly changing, along with the limited availability of published rulings and their non-precedential character, the interpretation and application of these laws can be uncertain, inconsistent, and unpredictable. Consequently, it is possible that our current operations may not fully comply with applicable laws and regulations in the future. Furthermore, the PRC legal framework partially relies on governmental policies and internal guidelines, some of which are not released promptly or at all, and may have a retroactive impact. As a result, we may remain unaware of any violations of these policies and rules until after they have occurred.

The PRC government has significant oversight and discretion over the legal systems in Hong Kong and Macau, two special administrative regions apart from mainland China, and may intervene in or influence our operations through adopting and enforcing rules and regulatory requirements. The control of the PRC government over Macau and Hong Kong injects potential risk exposure from sudden, unexpected changes in laws or regulations or trade regulations that could be adverse to us. Any changes in PRC laws and regulations, or their interpretation, or the imposition of new taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material adverse effect on our business, results of operations and financial condition.

The Chinese government may further promulgate relevant laws, rules and regulations that may impose additional and significant obligations and liabilities on mainland, Hong Kong, or Macau companies. These laws and regulations can be complex and stringent, and many are subject to change and uncertain interpretation, which could result in claims, change to our data and other business practices, regulatory investigations, penalties, increased cost of operations, or declines in user growth or engagement, or otherwise affect our business. In addition, the PRC government has enhanced its regulatory oversight of Chinese companies listing overseas, including enhanced oversight of overseas financing and listing by Chinese companies. These new regulatory requirements could significantly limit or completely hinder our ability and the ability of our subsidiaries to obtain external financing through the issuance of equity securities overseas and cause the value of our securities to significantly decline or become worthless. Please also refer to “1A. Risk Factors — Risks Related to Doing Business in China and Macau — There are significant uncertainties regarding the interpretation of PRC laws, rules, and regulations, which may change at any time with little advance notice and could limit the legal protections available to us.”

Permissions and approvals required to be obtained from PRC and Macau authorities for our business operations.

We primarily operate our business through our subsidiary in Macau, with some additional small supporting segment in PRC and Hong Kong. Our activities in Macau are mainly regulated by Macau laws and regulations, and other activities in PRC and Hong Kong by local laws and regulations. As of the date of this annual report, all our subsidiaries have obtained all necessary licenses and permits from the respective government authorities that are essential for their operations, including government authorities of PRC, Hong Kong and Macau. Due to the uncertainties surrounding the interpretation and enforcement of applicable laws and regulations, we may need to secure additional licenses, permits, filings, or approvals for our services in the future.

If we or our subsidiaries do not receive or maintain the requisite permissions or approvals for our operations, or inadvertently conclude that such permissions or approvals are not required, we may be unable to obtain such necessary approvals, permits, registrations or filings in a timely manner, or at all, and such approvals, permits, registrations or filings may be rescinded even if obtained. Any of these situations could expose us to fines and other regulatory, civil, or criminal liabilities, and we may be directed by the appropriate PRC authorities to halt relevant operations, which could significantly and negatively impact our business, financial condition, operational results, and future prospects.

Given the uncertainties surrounding the interpretation and enforcement of PRC laws, rules, and regulations, it is conceivable that our current operations may be deemed non-compliant with relevant legal requirements in the future. Additionally, the PRC legal framework is partially founded on government policies and internal guidelines, some of which are not disseminated promptly or at all, and may have retroactive implications. Consequently, we might not recognize our violations of these policies and rules until after they have occurred. Please also see “1A. Risk Factors — Risks Related to Doing Business in China and Macau — The Chinese government may intervene in or influence our operations in the Mainland China, or Macau at any time or may exert more control over offerings conducted overseas and/or foreign investment in us, which could result in a material change in our operations and and/or the value of our securities.”

Permissions and approvals required to be obtained from PRC and Macau authorities for our securities offerings.

The PRC government has enhanced its regulatory oversight of Chinese companies listed overseas. The China Securities Regulatory Commission (CSRC) trial measurement, officially known as the “Administrative Measures for the Overseas Issuance of Securities and Listing by Domestic Enterprises,” is a set of regulations introduced by the CSRC to regulate and oversee fundraising activities of Chinese companies in global markets. These measures aim to govern the issuance and listing of securities by Chinese companies on overseas stock exchanges, such as the Hong Kong Stock Exchange, New York Stock Exchange, or NASDAQ. Currently, this rule specifically applies to domestic enterprises in Mainland China (“Domestic Enterprise”), does not extend to companies based in other regions, such as Hong Kong or Macau. As of the time of this filing, we are not covered by the permission requirements from the regulation or policy issued by Cyberspace Administration of China (CAC) and CSRC.

According to Section 15 of the trial measure, if a Domestic Enterprise must obtain approval from CSRC if it meets any of the following conditions, even if the determination of whether an overseas offering and listing is indirect, is based on a substance-over-form approach:

1. The ratio of any of the following indicators for a Domestic Enterprise in the most recent fiscal year—operating income, total profits, total assets, or net assets—to the corresponding audited consolidated financial statement data of the issuer exceeds 50%;

2. The primary operational activities are conducted within mainland China or the main premises are located in mainland China, or the majority of senior management personnel responsible for operational management are Chinese citizens or have a habitual residence within Mainland China.

As of the date of this annual report, in connection with our issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the date of this annual report, we or our subsidiaries, (i) are not required to obtain permissions from the China Securities Regulatory Commission, or the CSRC, (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC, and (iii) have not been asked to obtain such permissions by any PRC authority. These statements are based on the following facts: (i) we are a holding company incorporated in the State of Utah, not a company incorporated under PRC law, (ii) our business activities are primarily conducted in Macau, with minimal supporting operations in Mainland China, and (iii) all our officers and directors are non-Chinese citizens or domiciled outside of Mainland China.

However, as the Trial Measures were recently introduced and the determination of whether an overseas offering and listing by a domestic company is considered indirect is based on a substance-over-form approach, there remain substantial uncertainties regarding their implementation and interpretation. The CSRC may adopt a position that differs from our current understanding of the Trial Measures.

There are uncertainties with respect to how PRC authorities will regulate overseas securities offerings and overseas listings in general, as well as the interpretation and implementation of any related regulations. Although we intend to fully comply with the then effective relevant laws and regulations applicable to any securities offerings we may conduct, there are uncertainties with respect to whether we will be able to fully comply with requirements to obtain any permissions and approvals from, or complete any reporting or filing procedures with, PRC authorities that may be in effect in the future. For example, the PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers.

If any of our Company, our subsidiaries do not receive or maintain the requisite permissions or approvals for our operations, or inadvertently conclude that such permissions or approvals are not required, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations or failures, including imposing fines, confiscating our incomes and products that are deemed to have been obtained through illegal operations, and discontinuing or restricting our operations. Any such circumstance could subject us to penalties, including fines, suspension of business and revocation of required licenses, significantly limit or completely hinder our ability to offer securities to investors and cause our securities to decline in value or become worthless. See “1A. Risk Factors — Risks Related to Doing Business in China and Macau — If the Chinese government were to increase its oversight and control or impose new approval requirements from PRC authorities for issuing our common stock to foreign investors or listing on a foreign exchange, such actions could severely restrict or entirely prevent our ability to offer or continue offering securities to investors. This could result in a significant decline in the value of our securities or render them worthless.”

Regulatory actions under China’s competition laws, anti-monopoly law and anti-unfair law, may materially and adversely affect our business, financial condition and results of operations, as well as the price of our shares.

In recent years, the PRC government has intensified its enforcement against anti-competitive practices, including mergers and acquisitions, cartel activities, monopolistic agreements, unfair pricing, and abusive conduct by dominant firms. In December 2020, the PRC central government announced that enhancing anti-monopoly measures and curbing the unchecked expansion of capital has become a priority, with plans to refine digital regulations and legal standards for identifying monopolistic practices related to data management and consumer rights protection.

For instance, the PRC government has strengthened its anti-monopoly and anti-unfair competition laws, including the implementation of the revised Anti-monopoly Law, which took effect on August 1, 2022. This revised law significantly escalated the penalties for violations, particularly for failing to notify the State Administration for Market Regulation before executing transactions that meet certain thresholds.

As of the date of this annual report, the PRC’s statements and regulatory actions concerning anti-monopoly issues have not adversely affected our business, our capacity to attract foreign investments, or our ability to issue securities to foreign investors. However, we may be subject to these or similar laws and regulations in the future. Compliance with such regulations, along with administrative guidance from regulators, may necessitate substantial resources and efforts, including modifications to our operations, pricing practices, restructuring our activities, and adjusting our investment strategies, which could materially and negatively impact our operations, growth prospects, reputation, and the trading prices of our shares. Please see “1A. Risk Factors — Risks Related to Doing Business in China and Macau —The M&A Rules and certain other PRC regulations concerning anti-monopoly impose complex procedures on certain acquisitions of Chinese companies by foreign investors, potentially making it more difficult for us to pursue growth through acquisitions in China.”

Failure to comply with cybersecurity, data privacy, data protection or any other laws and regulations related to data may have a material and adverse impact on our business, financial condition, and operational results, and subject us to fines, penalties, lawsuits, restrictions on our use or transfer of data and other risks.

Macao E-Media Development Company Limited, our food ordering and delivery subsidiary in Macau, may collect and store certain customer data, including personal information—some of which may belong to individuals in Mainland China—in connection with our business operations and the provision of food delivery services. We may be subject to numerous cybersecurity, data privacy, data protection, and other legal frameworks associated with data management. These regulations govern the collection, sharing, retention, security, disclosure, and transfer of sensitive and private information, encompassing personal data and other relevant information. Such laws apply not only to transactions with external parties but also to internal data transfers within our organization. Any violation or failure to adhere to these rules may expose us ~~to legal actions, and result in fines and considerable legal liabilities, potentially having a significant negative impact on our business, financial health, and operational outcomes.~~

to legal actions, and result in fines and considerable legal liabilities, potentially having a significant negative impact on our business, financial health, and operational outcomes.

On November 1, 2023, the PRC National Information Security Standardization Technical Committee released a draft guide on personal information protection for cross-border data flows in the Guangdong-Hong Kong-Macau Greater Bay Area. This guide outlines fundamental principles and protection requirements that personal information processors must follow in the relevant jurisdictions. If implemented, this guide is likely to apply to businesses operating in Macau and Hong Kong, including ours.

Especially in PRC where we have subsidiaries, laws regarding cybersecurity, data privacy, and data protection are relatively new and still developing, leading to uncertainties in their interpretation and application. For instance, the Cybersecurity Administration of China (CAC) proposed new incident reporting measures in December 2023, mandating that significant cybersecurity incidents be reported within one hour. On January 4, 2022, the CAC introduced the New Measures for Cybersecurity Review, amending previous regulations and expanding the scope to include network platform operators whose data processing activities may impact national security, including those planning to list overseas. Specifically, if a network platform operator with personal information from over one million users intends to list abroad, it must apply for a cybersecurity review, and the CAC can initiate a review if it believes national security may be affected. The New Measures lack clarity on which public offerings will require review and do not adequately define the data processing activities subject to scrutiny. PRC authorities may exercise broad discretion in enforcing these laws, making it difficult for us to anticipate their impact. We will closely monitor regulatory developments. If these measures necessitate cybersecurity reviews and other actions from companies in Macau like us, we face uncertainty regarding the timeliness of obtaining necessary clearances. Although we have not received any formal notification regarding a cybersecurity review, we cannot rule out such possibilities in the future.

On November 14, 2021, the CAC published draft regulations for cyber data security for public input. These regulations stipulate that data processors engaged in certain activities must apply for a cybersecurity review, including (i) mergers or reorganizations of online platform operators with significant data resources impacting national security; (ii) overseas listings for processors handling over one million users’ personal information; (iii) listings in Hong Kong affecting national security; or (iv) other data processing that may influence national security. It also mandates that data processors dealing with critical data or listed outside China conduct annual data security assessments and submit reports to the CAC. Given the ongoing uncertainty regarding the enactment and interpretation of new regulations, we cannot predict their potential impact on our operations. In September 2023, the National People’s Congress indicated its intent to finalize the review of the PRC Cyber Security Law, effective since 2017, with proposed amendments increasing penalties for violations.

Additionally, the PRC Data Security Law, which became effective on September 1, 2021, requires that data collection be conducted legitimately and properly, stipulating that data processing activities adhere to classification and protective systems for data security. Recent directives on combating illegal securities activities call for (i) expedited revisions to provisions on confidentiality and archival management for overseas securities issuance and (ii) enhancements to data security laws and cross-border information management. The PRC Personal Information Protection Law, enacted on November 1, 2021, consolidates various privacy protections and applies to personal information processing both within and outside China.

As of the date of this annual report, neither we nor our Macau operating subsidiary are subject to permission requirements from the Cyberspace Administration of China (CAC) for approval of our subsidiary’s operations. Our subsidiary is unlikely to be classified as an “operator” or “data processor” required to undergo a cybersecurity review before listing in the United States, due to the following reasons: (i) our subsidiary is incorporated and operates in Macau, and the aforementioned regulations do not clearly specify whether they apply to companies like ours; (ii) as of the date of this filing, our Macau subsidiary has collected and stored personal information from fewer than one million individuals in Mainland China, and we have obtained their separate consent for data collection and storage; (iii) all customer data collected by our subsidiary is stored on servers located in Macau; and (iv) our subsidiary has not received any notification from PRC authorities requiring it to undergo a cybersecurity or China Securities Regulatory Commission (CSRC) review.

Furthermore, under the Basic Law, PRC laws and regulations do not apply in Macau except for those pertain only to national defense, foreign affairs, and other matters outside Macau’s autonomous scope. Based on current Mainland China laws and regulations, and subject to future interpretations by PRC authorities, neither we nor our Macau subsidiary are currently required to obtain permission or approval from PRC authorities, including the CSRC and CAC, to operate our business or offer securities to foreign investors. Therefore, no application for such approvals has been required, and no approvals have been denied as of the date of this filing.

However, due to uncertainties within the legal systems of Mainland China and Macau—particularly regarding the interpretation and enforcement of PRC laws, as well as the PRC government’s significant authority to intervene in or influence offshore holding companies headquartered in Macau—there remains substantial uncertainty in the application and enforcement of Mainland China’s cybersecurity laws and other regulations. If our subsidiary is classified as an “Operator,” or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law are

and enforcement of Mainland China’s cybersecurity laws and other regulations. If our subsidiary is classified as an “Operator,” or if the Measures for Cybersecurity Review (2021) or the PRC Personal Information Protection Law are deemed to apply to our operations, our Macau subsidiary’s business activities and the quotation of our common stock on the OTC Markets in the United States could become subject to a cybersecurity review by the Cyberspace Administration of China (CAC) or an overseas issuance and listing review by the China Securities Regulatory Commission (CSRC). Should regulatory changes or new interpretations subject our Macau subsidiary to CAC or CSRC oversight, we cannot guarantee full compliance with all regulatory requirements. Our current data collection and processing practices could be subject to mandatory rectification or even termination by regulatory authorities. If we were required to obtain additional permissions or approvals to maintain the quotation of our common stock on the OTC Markets or another exchange outside of the PRC, the timeframe for securing such approvals would be uncertain. Moreover, even if approval is granted, there is a risk that it could later be revoked. Failure or delays in obtaining necessary permissions from PRC authorities for offshore listings or offerings could expose us to regulatory sanctions, including fines, penalties, legal proceedings, or other enforcement actions. Such restrictions could limit our ability to conduct business, invest in Mainland China as a foreign entity, accept foreign investments, or list our stock on U.S. or other overseas exchanges. Consequently, the value of our common stock could decline significantly or become worthless, and our business, reputation, financial condition, and overall operations could suffer material adverse effects. Compliance with privacy laws, regulations, and standards may escalate our operational costs and negatively impact our ability to market our products and services. These regulations may limit information sharing, complicating efforts to gather or disseminate information about at-risk individuals. Furthermore, non-compliance by us or third parties we engage may expose us to fines, penalties, lawsuits, or restrictions on our data usage and transfer. See also “1A. Risk Factors — Risks Related to Doing Business in China and Macau — If certain PRC laws and regulations were to become applicable to a company like us, our business, financial condition, and results of operations, as well as the value of our common stock and our ability to offer or continue offering securities to investors, could be materially and adversely affected. In such a scenario, we may face risks and uncertainties associated with the evolving PRC legal and regulatory landscape, including the interpretation and enforcement of laws, potential regulatory changes, and the broader complexities of the PRC legal system.”

Holding Foreign Companies Accountable Act (HFCAA)

Our common stock may be prohibited from trading on a national exchange or over-the-counter (“OTC”) markets under the Holding Foreign Companies Accountable Act (“HFCAA”) if the Public Company Accounting Oversight Board (“PCAOB”) determines that it is unable to inspect or fully investigate our auditor. In such a case, the exchange where our securities are traded may delist our securities. Additionally, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which was signed into law on December 29, 2022. This legislation amends the HFCAA by requiring the Securities and Exchange Commission (“SEC”) to prohibit an issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years, instead of the previous threshold of three consecutive years.

On December 16, 2021, the Public Company Accounting Oversight Board (“PCAOB”) notified the Securities and Exchange Commission (“SEC”) that it was unable to fully inspect or investigate registered public accounting firms based in Mainland China and Hong Kong, including our auditor. Following the filing of our annual report on Form 10-K for the fiscal year ended December 31, 2021, the SEC officially designated us as a Commission-Identified Issuer under the Holding Foreign Companies Accountable Act (“HFCAA”) on May 13, 2022. On August 26, 2022, the SEC announced that the PCAOB had signed a Statement of Protocol (“SOP”) with the China Securities Regulatory Commission (“CSRC”) and the Ministry of Finance of the PRC, establishing a framework for audit inspections and investigations of firms based in Mainland China and Hong Kong. Subsequently, on December 15, 2022, the PCAOB confirmed that it had secured full access to inspect and investigate registered public accounting firms in these jurisdictions and, as a result, voted to vacate its previous 2021 Determination Report.

However, the PCAOB’s ability to continue conducting satisfactory inspections of PCAOB-registered public accounting firms in Mainland China and Hong Kong remains uncertain and depends on various factors beyond our control and that of our auditor. If, in the future, the PCAOB determines that it can no longer fully inspect and investigate auditors in these jurisdictions, we would once again be designated as a Commission-Identified Issuer and could face potential delisting under the Holding Foreign Companies Accountable Act (“HFCAA”). Such a delisting could significantly reduce the liquidity of our common stock, limit our access to U.S. capital markets, and increase trading price volatility, materially and adversely impacting the market value of our stock. See “1A. Risk Factors — Risks Related to Doing Business in China and Macau — Our common stock may be delisted and prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended by Consolidated Appropriations Act 2023, if the PCAOB is unable to inspect or investigate completely auditors located in Mainland China and Hong Kong. The delisting of our common stock or the threat of their being delisted could cause the value of our common stock to significantly decline or be worthless, and thus you could lose all or substantial portion of your investment.”

Cash Flows Through Our Organization

Cash generated from financing activities and operations is primarily retained by our operating subsidiaries to fund their operational needs and capital expenditures. Within our corporate group, cash is primarily transferred between subsidiaries through intercompany loan arrangements. Financing raised by Scientific Energy, Inc. is distributed to our operating subsidiaries via equity capital contributions or intercompany loan arrangements. In 2022 and 2023, apart from cash transfers made for the settlement of intragroup loan or charges, no cash was transferred from our subsidiaries to our holding company, Scientific Energy, Inc.

A significant portion of our cash is currently held in Macau, with no restrictions on cross-border transfers at this time. However, due to political uncertainty, the PRC may impose limitations in the future. Changes in Macau’s regulatory landscape could impact our ability to transfer funds, potentially affecting our operations. If such restrictions are enacted, we may be unable to use funds outside of Macau. We currently intend to retain the majority, if not all, of our available funds and future earnings to support the development and expansion of our business. Consequently, we do not anticipate paying cash dividends in the foreseeable future.

Our limited operating history, available resources for regulatory compliance, and political uncertainty create risks for our ability to conduct business, attract foreign investment, or list on a U.S. or foreign exchange. These factors could lead to significant changes in our operations, impact the value of the securities we are registering, or restrict our ability to offer securities, potentially causing their value to decline or become worthless.

Recent Regulatory Development in the PRC

Macau is a Special Administrative Region of the People’s Republic of China (PRC), and its governing framework is outlined in the Basic Law, which functions as Macau’s constitution. Under the Basic Law, Macau maintains a high degree of autonomy, with independent executive, legislative, and judicial powers, including final adjudication, under the principle of “one country, two systems.” Accordingly, we believe that current PRC laws and regulations related to cybersecurity, mergers and acquisitions, and oversight of overseas securities offerings do not materially impact our business, financial condition, or results of operations. However, there is no guarantee that future changes in Macau’s economic, political, or legal environment will not affect our operations. If these PRC laws and regulations were to become applicable to us, our business, financial condition, and results of operations, as well as the value of our common stock and our ability to offer or continue offering securities to investors, could be materially and adversely affected.

We are aware that, in recent years, the PRC government has initiated a series of regulatory actions and issued statements aimed at tightening oversight of business operations in certain sectors in Mainland China, often with little advance notice. These measures include cracking down on illegal activities in the securities market, increasing supervision of Mainland China-based companies listed overseas that use a variable interest entity (VIE) structure, expanding cybersecurity review requirements, and strengthening anti-monopoly enforcement. These actions reflect the PRC government’s intent to exert greater control over overseas offerings and foreign investments in Mainland China-based issuers.

As these regulatory actions and statements are relatively new, there is significant uncertainty regarding how quickly legislative or administrative bodies will respond and whether existing laws and regulations will be modified or new ones introduced. Additionally, the potential impact of such changes on our daily business operations, our ability to accept foreign investments, and the listing of our common stock on the OTC Markets in the United States or other foreign exchanges remains unclear. These regulatory developments could lead to material changes in our operations, adversely affect the value of our common stock, and significantly limit—or even entirely prevent—our ability to offer or continue offering our common stock to investors.

Regulations on Cybersecurity Review

On September 22, 2020, the Ministry of Public Security issued the Guidelines on Cybersecurity Protection System and Critical Information Infrastructure Security Protection System. These guidelines mandate that relevant authorities in various sectors—including public communication, information services, energy, transportation, water conservancy, finance, public services, government services, and national defense—develop regulations to identify critical information infrastructure within their domains. They are also required to provide the Ministry of Public Security with a list of these identified entities. Specifically, key protected assets such as basic networks, large private networks, core business systems, cloud platforms, big data platforms, Internet of Things (IoT) systems, industrial control systems, intelligent manufacturing systems, and new internet and emerging communication technologies that meet the identification criteria must be recognized as critical information infrastructure.

On August 20, 2021, the 30th meeting of the Standing Committee of the 13th National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of Mainland China that is carried out outside of Mainland China where (i) such processing is for the purpose of providing products or services for natural persons within Mainland China, (ii) such processing is to analyze or evaluate the behavior of natural persons within Mainland China, or (iii) there are any other circumstances stipulated by related laws and administrative regulations.

On December 28, 2021, the CAC jointly with the relevant authorities formally published the Measures which took effect on February 15, 2022, and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. The Measures provide that operators of critical information infrastructure purchasing network products and services, and online platform operators carrying out data processing activities that affect or may affect national security (together with the operators of critical information infrastructure, the “Operators”), shall conduct a cybersecurity review, and that any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. The publication of the Measures expands the application scope of the cybersecurity review to cover data processors and indicates greater oversight by the CAC over data security, which may impact our business and this Offering in the future.

Our Macau operating subsidiary may collect and store data, including certain personal information, from its customers—some of whom may be individuals in Mainland China—in connection with our business operations and the provision of food delivery services. We believe that the Measures for Cybersecurity Review, the PRC Personal Information Protection Law, and the Draft Overseas Listing Regulations will not impact our business operations or the quotation of our common stock on the OTC Markets in the United States. This belief is based on the following factors: (i) our operating subsidiary is incorporated in Macau; (ii) we do not have any subsidiaries, a variable interest entity (VIE) structure, or direct operations in Mainland China; and (iii) under the Basic Law—a national law of the PRC and Macau’s constitutional framework—Mainland China’s national laws do not apply in Macau except for those listed in Annex III of the Basic Law, which is limited to laws concerning defense, foreign affairs, and other matters outside Macau’s autonomy.

Furthermore, we do not believe our Macau operating subsidiary qualifies as an "Operator" required to file for a cybersecurity review before listing in the United States, based on the following reasons: (i) our Macau operating subsidiary was incorporated and operates solely in Macau, without any subsidiaries or a VIE structure in Mainland China. The Measures for Cybersecurity Review, the PRC Personal Information Protection Law, and the Draft Overseas Listing Regulations do not explicitly state whether they apply to Macau-based companies; (ii) as of the date of this filing, our Macau operating subsidiary has collected and stored personal information from fewer than one million users; (iii) all data collected by our Macau operating subsidiary is stored on servers located in Macau; and (iv) as of the date of this filing, our Macau operating subsidiary has not been notified by any PRC governmental authority that it is required to undergo a cybersecurity review or a China Securities Regulatory Commission (CSRC) review. Based on these factors, we do not believe we are subject to permission requirements from the CSRC or the Cyberspace Administration of China (CAC).

However, due to uncertainties within the legal systems of Mainland China and Macau—particularly regarding the interpretation and enforcement of PRC laws, as well as the PRC government’s significant authority to intervene in or influence offshore holding companies headquartered in Macau, there remains substantial uncertainty in the application and enforcement of Mainland China’s cybersecurity laws and other regulations. Failure to comply with cybersecurity, data privacy, data protection or any other laws and regulations related to data may have a material and adverse impact on our business, financial condition, and operational results, and subject us to fines, penalties, lawsuits, restrictions on our use or transfer of data and other risks.

Regulations on Data Security

On June 10, 2021, the Standing Committee of the National People’s Congress enacted the Data Security Law (“DSL”), which took effect on September 1, 2021. This law establishes a classified and tiered framework for data protection, categorizing data based on its significance to economic and social development and the potential risks it poses to national security, public interests, or the legal rights of individuals and organizations in cases of manipulation, destruction, leakage, illegal acquisition, or misuse. Additionally, the law clarifies that the Cyber Security Law governs the security management of cross-border transfers of important data collected and generated by operators of "critical information infrastructure" during their operations in China.

On July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly released the Opinions on Strictly Combating Illegal Securities Activities. These opinions call for enhancements to the laws and regulations governing data security, cross-border data transfer, and the management of confidential information. They emphasize the need to reinforce the primary responsibility for information security among

overseas listed companies, establish standardized mechanisms for cross-border information sharing, and improve regulatory cooperation for cross-border audits in accordance with legal frameworks and the principle of reciprocity.

On November 14, 2021, the Cyberspace Administration of China released a draft of the Management Measures for Internet Data Security. This draft requires data processors to apply for cybersecurity reviews for activities such as mergers involving large data resources, overseas listings of processors handling over one million users' personal information, and any actions that may affect national security. Operators of large internet platforms must report when establishing overseas centers.

On February 24, 2023, the CSRC and other authorities issued the Provisions on Strengthening the Management of Confidentiality and Archives for Overseas Offerings, effective March 31, 2023. These provisions mandate that domestic companies and related entities establish confidentiality systems to protect state secrets during overseas listings. They must obtain approvals before disclosing sensitive documents and provide statements confirming compliance. Working papers must be stored in China, and companies must follow specified procedures for sharing accounting archives and responding to overseas regulator inquiries, utilizing a cross-border supervision mechanism for assistance.

According to Article 2 of the DSL, the law applies to data processing activities within Mainland China, as well as those conducted outside of Mainland China that may jeopardize the national or public interest of the PRC, or infringe upon the rights and interests of any PRC organization or citizen. Entities that fail to comply with the DSL may face corrective orders, warnings, or penalties, including business suspension, revocation of business licenses, or other sanctions. As of the date of this filing, we do not have significant operations in Mainland China, other than certain supporting activities, and we have not engaged in any data processing activities that could endanger the national or public interest of the PRC or infringe upon the rights of PRC organizations or citizens. Therefore, we do not believe that the Data Security Law is applicable to us.

Nevertheless, given the uncertainties within the legal systems of Mainland China and Macau—especially regarding the interpretation and enforcement of PRC laws, as well as the PRC government’s significant authority to intervene in or influence offshore holding companies based in Macau, there remains substantial uncertainty in the application and enforcement of Mainland China’s cybersecurity laws and other regulations. Non-compliance with cybersecurity, data privacy, data protection, or any related laws and regulations may materially and adversely affect our business, financial condition, and operational results, exposing us to fines, penalties, lawsuits, restrictions on our data use or transfer, and other risks.

Regulations on Anti-Monopoly and Anti-Unfair Competition

On September 2, 1993, the Standing Committee of the National People’s Congress adopted the Anti-Unfair Competition Law of the PRC, effective December 1, 1993, and amended on April 23, 2019. This law defines unfair competition as actions by operators that disrupt market order and harm the rights of other operators or consumers. Operators must adhere to principles of voluntariness, equality, integrity, and business ethics. Violations can result in civil, administrative, or criminal liabilities.

On September 11, 2020, the Anti-Monopoly Commission of the State Council released Anti-Monopoly Compliance Guidelines, requiring operators to implement compliance management systems under the PRC Anti-Monopoly Law.

On February 7, 2021, the Anti-Monopoly Commission issued guidelines specifying monopolistic behaviors in the internet platform economy and outlining concentration filing procedures.

On August 17, 2021, the State Administration for Market Regulation published a draft Provisions on the Prohibition of Unfair Competition on the Internet. This prohibits operators from using data or algorithms to manipulate traffic or user choices, spreading misleading information about competitors, or employing deceptive marketing practices like fake reviews.

On December 24, 2021, the National Development and Reform Commission and eight other authorities issued opinions to combat monopolistic practices in the platform economy.

On June 24, 2022, the Anti-Monopoly Law was amended, effective August 1, 2022, increasing fines for illegal business concentrations to a maximum of 10% of the previous year's sales revenue if harmful to competition.

On March 10, 2023, the State Administration for Market Regulation introduced four implementing rules to clarify the new Anti-Monopoly Law, addressing abuse of power and market dominance.

On January 22, 2024, the State Council promulgated amended Provisions on Thresholds for Prior Notification of Concentration of Undertakings, effective immediately. Transactions meeting certain revenue thresholds must be filed with anti-monopoly authorities before completion.

Regulations on Overseas Securities Offerings and Investment

On August 8, 2006, six PRC regulatory agencies jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), which came into effect on September 8, 2006, and were later amended on June 22, 2009. The M&A Rules require that an offshore special purpose vehicle (SPV) formed for overseas listing purposes and controlled directly or indirectly by PRC citizens obtain approval from the China Securities Regulatory Commission (“CSRC”) before its securities can be listed and traded on an overseas stock exchange.

Based on our understanding of the Chinese laws and regulations currently in effect at the time of this filing, we do not believe we are required to submit an application to the CSRC for approval of this offering or the quotation of our common stock on the OTC Markets in the United States under the M&A Rules. However, there remains uncertainty regarding how the M&A Rules may be interpreted or implemented in the future. The opinions stated above are subject to any new laws, regulations, or detailed implementations and interpretations that may arise concerning the M&A Rules. We cannot guarantee that the relevant PRC regulatory authorities, including the CSRC, would reach the same conclusion.

The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Strictly Cracking Down on Illegal Securities Activities (“Opinions”), which were made public on July 6, 2021. The Opinions emphasize the need to enhance oversight of illegal securities activities and strengthen supervision over overseas listings by PRC-based companies. According to the Opinions, Chinese regulators are required to expedite the formulation of rules related to the overseas issuance and listing of securities and update existing laws and regulations concerning data security, cross-border data flows, and the management of confidential information. A range of regulations, guidelines, and other measures are expected to be introduced under, or in addition to, the Cybersecurity Law and the Data Security Law. As of the date of this filing, no official guidance or implementation rules have been issued. Consequently, the interpretation, amendment, and enforcement of the Opinions on Strictly Cracking Down on Illegal Securities Activities by the relevant PRC regulatory authorities remain uncertain.

On December 24, 2021, the China Securities Regulatory Commission (“CSRC”), along with other relevant PRC government authorities, issued the Draft Overseas Listing Regulations. These regulations require that any overseas issuance and listing of securities complete the necessary filing procedures and submit relevant information to the CSRC. The Draft Overseas Listing Regulations apply to both direct and indirect overseas issuances and listings. An issuance and listing will be considered an Indirect Overseas Issuance and Listing if a company whose principal business activities are conducted in the PRC issues and lists its shares under the name of an overseas issuer based on the equity, assets, income, or other similar rights and interests of a relevant PRC domestic enterprise.

On February 17, 2023, the China Securities Regulatory Commission (“CSRC”) released the Trial Measures along with five supporting guidelines, which came into effect on March 31, 2023. The Trial Measures introduce several key requirements for domestic companies seeking to offer or list securities overseas, both directly and indirectly:

1. Domestic companies must complete the filing procedures with the CSRC before proceeding with an overseas offering or listing. Failure to do so may result in administrative penalties.

2. If a domestic company seeks to indirectly offer and list securities in an overseas market, it must designate a major domestic operating entity responsible for handling the filing procedures with the CSRC. These filings must be submitted to the CSRC within three business days after the overseas offering and listing application is filed.

On the same day, the CSRC held a press conference regarding the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies. This notice clarifies the following:

1. Domestic companies that, on or before the effective date of the Trial Measures, have already submitted valid applications for overseas offering and listing but have not yet received approval from overseas regulatory authorities or stock exchanges may arrange the timing of their filing applications with the CSRC. However, they must complete the filing before finalizing their overseas offering and listing.

2. A six-month transition period is granted to domestic companies that, prior to the effective date of the Trial Measures, have already obtained approval from overseas regulatory authorities or stock exchanges but have not yet completed their indirect overseas listing. If such companies fail to complete their overseas listing within this transition period, they must file with the CSRC as per the new requirements.

3. The CSRC will consult with relevant regulatory authorities and oversee the filing process for companies utilizing contractual arrangements (Variable Interest Entity or VIE structures) that meet compliance requirements, supporting the development and growth of such companies.

These measures mark a significant step toward strengthening oversight and regulatory compliance for Chinese companies seeking overseas listings.

Since recent statements, laws, and regulatory actions by the PRC government are newly issued, their interpretation, application, and enforcement remain unclear. Additionally, there is significant uncertainty regarding the enactment, interpretation, and implementation of other regulatory requirements related to overseas securities offerings and capital markets activities. It is also uncertain whether the PRC government will impose additional requirements or extend existing regulations to our operating subsidiary in Macau.

Furthermore, it remains unclear whether the Macau government could be mandated by the PRC government—despite the constitutional constraints of the Basic Law—to exert control over overseas offerings or foreign investments involving Macau-based entities, including our Macau operating subsidiary. If the PRC government were to strengthen its oversight and control over overseas offerings (including businesses primarily operating in Macau) or foreign investments in Macau-based issuers, our ability to offer or continue offering securities to investors could be significantly restricted or entirely blocked.

If there is a major shift in the political arrangements between Mainland China and Macau, or if applicable laws, regulations, or interpretations change in a way that requires us to obtain additional approvals, our ability to maintain the quotation of our common stock on the OTC Markets in the United States or a U.S. exchange could be jeopardized. If we fail to obtain or maintain necessary approvals, or if permission is denied by Mainland China or Macau authorities, we would be unable to continue offering securities to investors. Such restrictions would materially impact investor interests and could cause the value of our common stock to decline significantly or become worthless.

As of the date of this filing, our food ordering and delivery operating subsidiary is based in Macau, a Special Administrative Region of the PRC. We believe that, as of this date, the PRC government does not exert direct influence or discretion over the way we conduct our business activities in Macau, which operates outside of Mainland China. Furthermore, we do not expect to be materially affected by recent statements from the PRC government indicating an intent to increase oversight and control over overseas offerings and foreign investments in Mainland China-based issuers, particularly those listed overseas using a Variable Interest Entity (VIE) structure. Since we do not currently have any VIE structure or contractual arrangements in Mainland China, we believe these regulatory developments do not apply to our operations.

However, it remains uncertain whether the PRC government will impose additional requirements or extend existing regulations to apply to our operating subsidiary in Macau. Additionally, it is unclear whether the Macau government could be directed by the PRC government—despite the constitutional constraints of the Basic Law—to exert control over overseas offerings or foreign investments involving Macau-based entities, including our Macau operating subsidiary.

Given the PRC’s recent expansion of authority in Macau, there are risks and uncertainties that we cannot fully anticipate at this time. Regulations, rules, and enforcement practices in the PRC can change rapidly, often with little or no advance notice. The PRC government may intervene in or influence our current and future operations in Macau at any time or may impose stricter oversight and control over overseas offerings and foreign investments in issuers like us.

If the PRC government takes actions to exert greater control over overseas offerings—including those by businesses primarily operating in Macau—or foreign investments in Macau-based issuers, our ability to offer or continue offering securities to investors could be significantly restricted or entirely prohibited. Such regulatory changes could cause the value of our securities to decline substantially or become worthless.

Summary of Risk Factors

The following is a summary of significant risk factors and uncertainties that may affect our business, which are discussed in more detail below under “Item 1A. Risk Factors” included in this Annual Report on Form 10-K:

Risks Related to Doing Business in China and Macau

·Under the long-arm provisions of current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over our business operations in Macau. It has the authority to intervene or influence our operations at any time, potentially leading to material changes in our business or the value of our common stock. Additionally, increased government oversight of overseas offerings or foreign investment in China-based issuers could restrict or entirely prevent our ability to offer securities, potentially causing their value to decline significantly or become worthless. Furthermore, the Chinese government may impose capital movement restrictions, limiting our ability to transfer funds out of Macau for purposes such as distributing earnings, paying dividends, or reinvesting in operations outside Macau.

Changes in Chinese government policies, regulations, rules, or law enforcement practices may also occur rapidly and with little advance notice. As a result, our assessments of the risks associated with the PRC legal and regulatory system remain uncertain and subject to change.

·Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in policies, laws and regulations in China, could adversely affect us.

·The Chinese government may intervene in or influence our operations in the Mainland China, or Macau at any time or may exert more control over offerings conducted overseas and/or foreign investment in us, which could result in a material change in our operations and and/or the value of our securities.

·If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

·Our common stock may be delisted and prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended by Consolidated Appropriations Act 2023, if the PCAOB is unable to inspect or investigate completely auditors located in Mainland China and Hong Kong. The delisting of our common stock or the threat of their being delisted could cause the value of our common stock to significantly decline or be worthless, and thus you could lose all or substantial portion of your investment.

·There are significant uncertainties regarding the interpretation of PRC laws, rules, and regulations, which may change at any time with little advance notice and could limit the legal protections available to us.

·The enforcement of laws, rules, and regulations in China can change quickly with little advance notice. Similarly, the PRC laws and regulations and the enforcement of such that apply or are to be applied to Macau can change quickly with little or no advance notice. As a result, the Macau legal system presents uncertainties which could limit the availability of legal protections. Such uncertainties could lead to material changes in the operations of our Macau-based subsidiary and/or adversely impact the value of our common stock.

·Recent interventions by the PRC government in the business activities of U.S.-listed, China-based companies may negatively impact our operations in Macau.

·If certain PRC laws and regulations were to become applicable to a company like us, our business, financial condition, and results of operations, as well as the value of our common stock and our ability to offer or continue offering securities to investors, could be materially and adversely affected. In such a scenario, we may face risks and uncertainties associated with the evolving PRC legal and regulatory landscape, including the interpretation and enforcement of laws, potential regulatory changes, and the broader complexities of the PRC legal system.

·It may be difficult for overseas regulators to conduct investigations or collect evidence within the territory of China, including Macau and Hong Kong.

·There may be difficulties in effecting service of legal process, conducting investigations, collecting evidence, enforcing foreign judgments or bringing original actions in China based on United States or other foreign laws against us and our management.

·Adverse regulatory developments in China may subject us to heightened regulatory review and additional compliance requirements. In response to risks associated with recent regulatory changes in China, the SEC may adopt new disclosure requirements and enhanced regulatory scrutiny for companies like ours with Macau- and Hong Kong-based operations. These measures could increase our compliance costs and require us to meet additional disclosure obligations, potentially impacting our operations and regulatory burden.

·If the Chinese government were to increase its oversight and control or impose new approval requirements from PRC authorities for issuing our common stock to foreign investors or listing on a foreign exchange, such actions could severely restrict or entirely prevent our ability to offer or continue offering securities to investors. This could result in a significant decline in the value of our securities or render them worthless.

·Recent increased oversight by the Cyberspace Administration of China (“CAC”) regarding data security, particularly for companies seeking to list on a foreign exchange, could negatively impact our food and grocery ordering and delivery business in Macau if our online food ordering platform directly targets Mainland China consumers.

·The M&A Rules and certain other PRC regulations concerning anti-monopoly impose complex procedures on certain acquisitions of Chinese companies by foreign investors, potentially making it more difficult for us to pursue growth through acquisitions in China.

·There are political risks associated with conducting business in Macau.

·Fluctuations in the value of the Pataca, Hong Kong dollar, or RMB may negatively impact our expenses and profitability.

Risks Related to Our Food Delivery Business and Industry

·There is substantial doubt regarding our ability to continue as a going concern.

·Our revenue heavily depends on a limited customer base, a trend likely to continue.

·If we fail to retain our existing merchants and consumers or acquire new merchants and consumers in a cost-effective manner, our revenue, revenue growth, and margins may decrease and our business, financial condition, and results of operations could be adversely affected.

·We face intense competition and if we are unable to compete effectively, our business, financial condition, and results of operations would be adversely affected.

·We rely on merchants on our platform for many aspects of our business, and to the extent they fail to maintain their service levels or increase the prices they charge consumers on our platform, our business would be adversely affected.

·We are subject to payment-related risks, and if payment processors are unwilling or unable to provide us with payment processing service or impose onerous requirements on us in order to access their services, or if they increase the fees they charge us for these services, our business and results of operations could be harmed.

·We rely on third parties, including our payment processor, cloud providers and data center host, and if these or other third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business and results of operations could be harmed.

Risks Related to Our Graphite Sales Business and Industry

·Graphite mineral prices are subject to dramatic and unpredictable fluctuations.

·The graphite industry is highly competitive. Our market share, net sales or net income could decline due to vigorous price and other competition.

·Our future sales opportunities depend, to a large extent, on the growth of markets for electronic vehicles and other graphite-based battery applications. These applications may develop slower or at a size that is less than expected, to the extent they develop at all.

·Our business and our partners are subject to market changes in the availability and cost of electricity and fuel that could adversely affect our business.

·We are subject to a variety of legal, economic, social and political risks associated with the nature of our business in association with natural resources, with customers scattered all around the world, which could have a material adverse effect on our financial and business operations.

·We are currently operating in a period significantly affected by geopolitical instability. Our business, financial condition, and operational results may be materially adversely impacted by any negative effects on the global economy stemming from these conflicts and geopolitical tensions. This is especially pertinent in light of the ongoing military conflict between Russia and Ukraine, as well as the unrest in the Middle East.

·We may not respond quickly and profitably to the cutting-the-edge innovations or technologies in the graphite industry.

·Our graphite products sales history is limited. Our ability to generate revenue is subject to a number of factors, any one or more of which may adversely affect our financial condition and operating results.

·If we fail to effectively implement our sales, marketing, and service strategies, our sales growth will be hindered, negatively impacting our operational results.

Risks Related to Our Common Stock

·Because our common stock is deemed a low-priced "Penny" stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.

·There currently is only a minimal liquid public market for our common stock. Failure to develop or maintain a liquid public trading market could negatively affect the value of our common stock and make it difficult or impossible for stockholders to sell their shares when desired or at desired prices.

·We may, in the future, issue additional common ~~shares~~stock, which would reduce investors’ percent of ownership and may dilute the Company’s share value.

·There is a limited market for the Company’s common stock, which may make it difficult for holders of the Company’s common stock to sell their stock.

·We have never declared or paid cash dividends on our capital stock and we do not anticipate paying any cash dividends in the foreseeable future.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements	17
	Condensed Consolidated Balance Sheets as of March 31, 2025 (unaudited) and December 31, 2024	17
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2025 and 2024 (unaudited)	18
	Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended March 31, 2025 (unaudited)	19
	Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended March 31, 2024 (unaudited)	19
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024 (unaudited)	21
	Notes to Condensed Consolidated Financial Statements (unaudited)	21
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	45
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	47
Item 4.	Controls and Procedures	47
PART II – OTHER INFORMATION
Item 1A.	Risk Factors	48
Item 6.	Exhibits	72
SIGNATURES		73

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements	18

	Condensed Consolidated Balance Sheets as of June 30, 202 5 (unaudited) and December 31, 202 4	18
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months and Six Months Ended June 3 0 , 202 5 and 202 4 (unaudited)	19
	Condensed Consolidated Statement of Stockholders’ Equity for the Three Months and Six Months Ended June 3 0 , 202 5 and 2024 (unaudited)	20
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30 , 202 5 and 202 4 (unaudited)	22
	Notes to Condensed Consolidated Financial Statements (unaudited)	22

Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	43

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	45

Item 4.	Controls and Procedures	45

PART II – OTHER INFORMATION

Item 1A.	Risk Factors	46

Item 6.	Exhibits	70

SIGNATURES		71

Item 1. Financial Statements

SCIENTIFIC ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
	March 31,	December 31,
	2025	2024
ASSETS
Current assets:
Cash and cash equivalents	$ 5,695,271	$ 4,914,559
Loan receivables, net	-	-
Accounts receivables	6,136,649	5,324,715
Other receivables and deposits	1,077,080	1,079,859
Amount due from related companies	127,740	194,545
Amount due from joint venture	-	-
Inventories	280,887	161,754
Prepaid expense	2,442,006	4,757,197
Total current assets	15,759,633	16,432,629
Non-current assets:
Joint venture	-	-
Property, plant and equipment, net	259,244	251,514
Intangible assets	1,209,449	1,246,843
Goodwill	36,373,148	36,373,148
Operating lease right-of-use assets	1,017,662	1,068,969
Deposits	180,488	177,943
Total non-current assets	39,039,991	39,118,417
Total assets	$ 54,799,624	$ 55,551,046
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$ 7,531,416	$ 11,201,215
Accrued expenses	2,739,854	2,465,347
Deposit received	2,506,018	1,643,130
Other payables	7,790,734	5,462,448
Bank loans	1,866,098	2,503,548
Operating lease liabilities	512,035	447,860
Total current liabilities	22,946,155	23,723,548
Non-current liabilities:
Operating lease liabilities	505,626	621,109
Total non-current liabilities	505,626	621,109
Total liabilities	$ 23,451,781	$ 24,344,657
Commitments and contingencies (Note 21)
Stockholders’ equity:
Preferred stock: par value $0.01 per share; 25,000,000 shares authorized, none issued and outstanding	-	-
Common stock: par value $0.01 per share, 500,000,000 shares authorized, 263,337,500 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively	2,633,375	2,633,375
Additional paid in capital	78,460,638	78,460,638
Accumulated deficit	(47,396,920)	(47,736,443)
Accumulated other comprehensive income	43,172	45,044
Total stockholders’ equity	33,740,265	33,402,614
Non-controlling interests	(2,392,422)	(2,196,225)
Total liabilities and stockholders’ equity	$ 54,799,624	$ 55,551,046

SCIENTIFIC ENERGY, INC.

17CONDENSED CONSOLIDATED BALANCE SHEETS

See the accompanying notes to the unaudited condensed consolidated financial statements

	(Unaudited)	(Audited)
	June 30,	December 31,
	2025	2024

ASSETS
Current assets:
Cash and cash equivalents	$6,510,725	$4,914,559
Loan receivables, net	-	-
Accounts receivables	9,928,904	5,324,715
Other receivables and deposits	1,170,950	1,079,859
Amount due from related companies	176,112	194,545
Amount due from joint venture	-	-
Inventories	201,118	161,754
Prepaid expense	1,233,606	4,757,197
Total current assets	19,221,415	16,432,629

Non-current assets:
Investments in joint venture	-	-
Property, plant and equipment, net	241,402	251,514
Intangible assets	1,183,644	1,246,843
Goodwill	36,373,148	36,373,148
Operating lease right-of-use assets	884,113	1,068,969
Deposits	154,417	177,943
Total non-current assets	38,836,724	39,118,417

Total assets	$58,058,139	$55,551,046

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$8,597,328	$11,201,215
Accrued expenses	2,301,664	2,465,347
Deposit received	2,448,558	1,643,130
Other payables	10,662,026	5,462,448
Bank loans	1,731,159	2,503,548
Operating lease liabilities – current	484,610	447,860
Total current liabilities	26,225,345	23,723,548

Non-current liabilities:
Operating lease liabilities – non-current	399,503	621,109
Total non-current liabilities	399,503	621,109

Total liabilities	$26,624,848	$24,344,657

Commitments and contingencies (Note 20)

Stockholders’ equity:
Preferred stock: par value $0.01 per share; 25,000,000 shares authorized, none issued and outstanding	-	-
Common stock: par value $0.01 per share, 500,000,000 shares authorized, 263,337,500 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	2,633,375	2,633,375
Additional paid in capital	78,460,638	78,460,638
Accumulated deficit	(47,124,443)	(47,736,443)
Accumulated other comprehensive income	57,233	45,044
Total stockholders’ equity	34,026,803	33,402,614
Non-controlling interests	(2,593,512)	(2,196,225)

Total liabilities and stockholders’ equity	$58,058,139	$55,551,046

See the accompanying notes to the unaudited condensed consolidated financial statements

SCIENTIFIC ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
	Three months ended March 31,
	2025	2024 (Restated)
REVENUE	$ 19,304,723	$ 10,404,933
COST OF REVENUE	(12,881,337)	(5,908,122)
GROSS PROFIT	6,423,386	4,496,811
OPERATING EXPENSES:
Selling, general and administrative expenses	6,211,230	4,437,269
Depreciation and amortization	61,489	47,299
Total operating expenses	6,272,719	4,484,568
NET INCOME FROM OPERATIONS	150,667	12,243
Other income (expense):
Interest expense, net	(7,132)	(24,805)
Net income/(loss) before provision for income taxes	143,535	(12,562)
Income taxes	-	-
NET INCOME/(LOSS)	$ 143,535	$ (12,562)
Net loss attributable to non-controlling interests	(195,988)	(37,136)
Net income attributable to Scientific Energy, Inc.	$ 339,523	$ 24,574
OTHER COMPREHENIVE (LOSS) / GAIN:
Net income (loss)	143,535	(12,562)
Foreign translation (loss) gain	(1,872)	5,490
Total comprehensive income (loss)	$ 141,663	$ (7,072)
Foreign translation (loss) gain attributable to non-controlling interest	(209)	8,680
Comprehensive income attributable to Scientific Energy, Inc.	$ 339,314	$ 33,254
Net income per common share, basic and diluted	$ 0.001	$ 0.0001
Weighted average common shares outstanding, basic and diluted	263,337,500	263,337,500
See the accompanying notes to the unaudited condensed consolidated financial statements

SCIENTIFIC ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2025
			Additional		Other	Non-
	Common stock		Paid in	Accumulated	Comprehensive	Controlling
	Shares	Amount	Capital	Deficit	Loss	Interests	Total
Balance, December 31, 2024	263,337,500	$ 2,633,375	$ 78,460,638	$ (47,736,443)	$ 45,044	$ (2,196,225)	$ 31,206,389
Foreign currency transaction gain	-	-	-	-	(1,872)	(209)	(2,081)
Net income	-	-	-	339,523	-	(195,988)	143,535
Balance, March 31, 2025 (unaudited)	263,337,500	$ 2,633,375	$ 78,460,638	$ (47,396,920)	$ 43,172	$ (2,392,422)	$ 31,347,843
See the accompanying notes to the unaudited condensed consolidated financial statements

SCIENTIFIC ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

				(Restated)
	Three Months ended June 30, 2025	Three Months ended June 30, 2024	Six Months ended June 30, 2025	Six Months ended June 30, 2024
REVENUE	$24,075,807	$20,776,677	$43,380,530	$31,181,610
COST OF REVENUE	(17,289,842)	(15,232,613)	(30,171,179)	(21,140,735)
GROSS PROFIT	6,785,965	5,544,064	13,209,351	10,040,875

OPERATING EXPENSES:
Selling, general and administrative expenses	(6,648,937)	(4,682,590)	(12,860,166)	(9,119,859)
Depreciation	(59,625)	(40,501)	(121,115)	(87,800)
Total operating expenses	(6,708,562)	(4,723,091)	(12,981,281)	(9,207,659)

NET PROFIT FROM OPERATIONS	77,403	820,973	228,070	833,216

Other expense:
Interest expense, net	(4,238)	(21,850)	(11,370)	(46,655)

Net income before income taxes	73,165	799,123	216,700	786,561

Income taxes	-	-	-	-

NET INCOME	$73,165	$799,123	$216,700	$786,561

Net loss attributable to non-controlling interests	199,312	295,656	395,300	361,437

Net income attributable to Scientific Energy, Inc.	$272,477	$1,094,779	$612,000	$1,147,998

OTHER COMPREHENIVE INCOME:

Loss on disposal	-	-	-	(28,645)
Foreign translation gain/(loss)	12,283	(6,370)	10,202	7,800
Total other comprehensive income	$12,283	$(6,370)	$10,202	$(20,845)

Comprehensive income	$85,448	$792,753	$226,902	$765,716

Comprehensive income attributable to non-controlling interest	201,090	302,026	397,287	352,757

Comprehensive income attributable to Scientific Energy, Inc.	$286,538	$1,094,779	$624,189	$1,118,473

Net income per common stock, basic and diluted	$0.001	$0.004	$0.002	$0.004

Weighted average common stock outstanding, basic and diluted	263,337,500	263,337,500	263,337,500	263,337,500

See the accompanying notes to the unaudited condensed consolidated financial statements

SCIENTIFIC ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2024
			Additional		Other	Non-
	Common stock		Paid in	Accumulated	Comprehensive	Controlling
	Shares	Amount	Capital	Deficit	Loss	Interests	Total
Balance, December 31, 2023	263,337,500	$ 2,633,375	$ 78,460,638	$ (47,806,290)	$ 40,217	$ (1,022,583)	$ 32,305,357
Foreign currency transaction gain	-	-	-	-	5,490	8,680	14,170
Disposal of subsidiary	-	-	-	-	-	(28,645)	(28,645)
Net income	-	-	-	24,574	-	(37,136)	(12,562)
Balance, March 31, 2024 (unaudited)	263,337,500	$ 2,633,375	$ 78,460,638	$ (47,781,716)	$ 45,707	$ (1,079,684)	$ 32,278,320
See the accompanying notes to the unaudited condensed consolidated financial statements

SCIENTIFIC ENERGY, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

			Additional		Other	Non-
	Common stock		Paid in	Accumulated	Comprehensive	Controlling
	Shares	Amount	Capital	Deficit	Income	Interests	Total

Balance, January 1, 2025	263,337,500	$2,633,375	$78,460,638	$(47,736,443)	$45,044	$(2,196,225)	$31,206,389

Foreign currency transaction loss	-	-	-	-	(1,872)	(209)	(2,081)

Net income/(loss)	-	-	-	339,523	-	(195,988)	143,535

Balance, March 31, 2025 (unaudited)	263,337,500	$2,633,375	$78,460,638	$(47,396,920)	$43,172	$(2,392,422)	$31,347,843

Foreign currency transaction gain/(loss)	-	-	-	-	14,061	(1,778)	12,283

Net income/(loss)	-	-	-	272,477	-	(199,312)	73,165

Balance, June 30, 2025 (unaudited)	263,337,500	$2,633,375	$78,460,638	$(47,124,443)	$57,233	$(2,593,512)	$31,433,291

SCIENTIFIC ENERGY, INC.
			Additional		Other	Non-
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
	Common stock		Paid in	Accumulated	Comprehensive	Controlling
	Three months ended March 31, 2025		Three months ended March 31, 2024
	Shares	Amount	Capital	Deficit	Income	Interests	Total
CASH FLOWS FROM OPERATING ACTIVITIES:
Balance, January 1, 2024	263,337,500	$2,633,375	$78,460,638	$(47,806,290)	$40,217	$(1,022,583)	$32,305,357
Net profit / (loss)	$ 143,535		$ (12,562)
Foreign currency transaction gain	-	-	-	-	5,490	8,680	14,170
Adjustments to reconcile net profit / (loss) to net cash provided by / (used in) operating activities:
Disposal of subsidiary	-	-	-	-	-	(28,645)	(28,645)
Depreciation	22,020		18,246
Net income/(loss)	-	-	-	24,574	-	(37,136)	(12,562)
Amortization	39,468		29,053
Balance, March 31, 2024 (unaudited)	263,337,500	$2,633,375	$78,460,638	$(47,781,716)	$45,707	$(1,079,684)	$32,278,320
Loss on disposal of property and equipment	2,813		-
Foreign currency transaction loss	-	-	-	-	(6,370)	-	(6,370)
Loss of disposal of a subsidiary	-		425,588
Net income/(loss)	-	-	-	1,094,779	-	(295,656)	799,123
Impairment loss on loan receivables	102,906		-
Balance, June 30, 2024 (unaudited)	263,337,500	$2,633,375	$78,460,638	$(46,686,937)	$39,337	$(1,375,340)	$33,071,073
Account receivables	(811,934)		(810,900)
See the accompanying notes to the unaudited condensed consolidated financial statements
Other receivables	2,779		(140,158)
Inventories	(119,133)		(21,003)
Deposits	(2,545)		4,663
Prepaid expenses	2,315,191		(565,889)
Accounts payable	(3,669,799)		397,664
Accrued expenses	274,507		294,900
Deposits received	862,888		(91,361)
Other payables	2,328,286		(8,266)
Net cash provided by / (used in) operating activities	1,490,982		(480,025)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment	(32,966)		(41,613)
Repayment from related companies	66,805		202,956
Repayment from shareholder	-		200,675
Repayment from associate	-		24,359
Loan receivable to joint venture	(102,906)		(60,036)
Net cash (used in) / provided by investing activities	(69,067)		326,341
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of bank borrowings	(1,706,332)		(18,615)
Drawdown of bank loan	1,066,551		-
Net cash used in financing activities	(639,781)		(18,615)
Effect of currency rate changes on cash	(1,422)		(8,850)
Net increase / (decrease) in cash and cash equivalents	780,712		(181,149)
Cash and cash equivalents, beginning of period	4,914,559		3,164,464
Cash and cash equivalents, end of period	$ 5,695,271		$ 2,983,315
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$ 7,132		$ 24,805
Income taxes paid	$ -		$ -
Non cash financing activities:
Record right-of-use assets upon adoption of ASC 842	$ 1,017,662		$ 196,600

Record lease liabilities upon adoption of ASC 842	$ 1,017,662		$ 196,600
See the accompanying notes to the unaudited condensed consolidated financial statements

SCIENTIFIC ENERGY, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six months ended June 30, 2025	Six months ended June 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$216,700	$786,561
Adjustments to reconcile net profit to net cash provided by operating activities:
Depreciation	41,729	22,241
Amortization	79,386	65,559
Loss on disposal of property and equipment	2,787	100,563
Loss of disposal of a subsidiary	-	425,588
Impairment loss on loan receivables	234,763	248,079
Account receivables	(4,604,189)	(5,995,100)
Other receivables	(91,091)	(401,451)
Inventories	(39,364)	5,632
Deposits	23,526	(15,729)
Prepaid expenses	3,523,591	137,143
Accounts payable	(2,603,887)	5,306,734
Accrued expenses	(163,683)	(555,362)
Deposits received	805,428	(71,114)
Other payables	5,199,578	446,361
Net cash provided by operating activities	2,625,274	505,705

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment	(36,865)	(59,739)
Repayment from related companies	18,433	418,989
Net cash outflow from disposal of subsidiary	-	(118,105)
Loan to joint venture	(234,763)	(248,079)
Net cash used in by investing activities	(253,195)	(6,934)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of bank loans	(3,447,334)	(941,570)
Drawdown of bank loans	2,670,292	271,626
Net cash used in financing activities	(777,042)	(669,944)

Effect of currency rate changes on cash	1,129	(12,851)

Net increase / (decrease) in cash and cash equivalents	1,596,166	(184,024)
Cash and cash equivalents, beginning of period	4,914,559	3,164,464

Cash and cash equivalents, end of period	$6,510,725	$2,980,440

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid	$11,370	$46,655
Income taxes paid	$-	$-

Non cash financing activities:
Record right-of-use assets upon adoption of ASC 842	$287,975	$525,594
Record lease liabilities upon adoption of ASC 842	$287,975	$525,594
See the accompanying notes to the unaudited condensed consolidated financial statements

SCIENTIFIC ENERGY, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~MARCH~~FOR 31THE THREE AND SIX MOTNHS ENDED JUNE 30, 2025 AND 2024

NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES

Scientific Energy, Inc., (the “Company”) was incorporated under the laws of the State of Utah on May 30, 2001. Prior to August 2011, the Company was principally devoted to the buying and selling of various types and grades of graphite, such as medium- and high-carbon graphite, high-purity graphite, micro-powder graphite and expandable graphite. In August 2011, the Company decided to engage in a business of e-commerce platform. Currently the Company provides an e-commerce platform, where registered members can exchange goods and services.

In January 2024, Macao E-Media Development Company Limited (“MED”) disposed all shares of Squirrel Logistic Company Limited ("“Squirrel Logistic"”) to third party with cash consideration of $12,286.

In March 2024, MED set up Zhuhai Aomi E-commerce Company Limited (“Zhuhai Aomi”), a 100% owned subsidiary of MED, in order to carry out in-store business in mainland China, predominantly and initially in Zhuhai city.

In October 2024, Guangzhou Chengmi Technology Company Limited, a 100% owned subsidiary of MED, ceased operation and completed the deregistration process.

In October 2024, the MED set up Zhuhai Wanmi Technology Company Limited (“Zhuhai Wanmi”), a 100% owned subsidiary of MED. The main business of Zhuhai Wanmi is in provision of IT development, maintenance, and support services in terms of mobile application to MED.

In December 2024, the Company acquired 100% shares of Celebrity Chef Catering Management Limited (“Celebrity Catering”), a Hong Kong corporation, through its Hong Kong subsidiary Citysearch Technology (HK) Company Limited (“Citysearch”). The main business of Celebrity Catering is to (i) supply Citysearch with ready-to-eat meal, so that Citysearch, as a group dining service provider, can solve the lunch and dinner group dining needs for corporate employees in Hong Kong, and (ii) act as a merchant offering only online food order and delivery services in Hong Kong.

In March 2025, the Company ~~established~~incorporated AgriJoy Catering Management Company Limited in Hong Kong with 55% equity interest, the main business of which is provision of dining management services for our catering business in Hong Kong.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying ~~audited~~unaudited condensed consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows. Operating results as presented are not necessarily indicative of the results to be expected for a full year.

The Company’s consolidated financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the ability of the Company to obtain necessary equity financing to continue operations and the attainment of profitable operations. The management will seek to raise funds from shareholders.

The accompanying consolidated financial statements present the financial position and the results of operations of the Company and its 100% owned subsidiaries, Sinoforte Limited. Qwestro Limited, in turn, is the 100% owned subsidiary and consolidates with Sinoforte Limited. The Company has 100% owned subsidiary, Graphite Energy, Inc., established in USA.

2423

The Company has 98.75% owned subsidiary, MED. Zhuhai Chengmi Technology Company Limited is the 90% owned subsidiary with MED. Zhuhai Migua Technology Company Limited is 100% owned subsidiary by Zhuhai Chengmi Technology Company Limited and has a 90% owned subsidiary, Fresh Life Technology Company Limited. Green Supply Chain Management Company Limited is the 99% owned ~~subsidiaries~~subsidiary with MED. The Company acquired 70% shares of Citysearch and this subsidiary acquired all the shares of Celebrity Chef Catering Management Limited in Hong Kong. MED sold out all the shares of Squirrel Logistic Company Limited to third party and Guangzhou Chengmi Technology Company Limited ceased operation during 2024. At the same year, MED set up Zhuhai Aomi E-commerce Company Limited and Zhuhai Wanmi Technology Company Limited in China, which are the 100% owned subsidiaries of MED. All of the above companies consolidate with MED. In March 2025, Citysearch established AgriJoy Catering Management Company Limited in Hong Kong with 55% equity interest, the main business of which is provision of dining management services for our catering business in Hong Kong.

Summaries of subsidiaries:

Name of subsidiary		Jurisdiction of organization
Sinoforte Limited		Hong Kong
Qwestro Limited (100% subsidiary of Sinoforte Limited)		Hong Kong
Macao E-Media Development Company Limited		Macau
Green Supply Chain Management Company Limited (99% subsidiary of Macao E-Media Development Company Limited)		Macau
Zhuhai Chengmi Technology Company Limited (90% subsidiary of Macao E-Media Development Company Limited)		China
Zhuhai Migua Technology Company Limited (100% subsidiary of Zhuhai Chengmi Technology Company Limited)		China
Fresh Life Technology Company Limited (90% subsidiary of Zhuhai Migua Technology Company Limited)		Macau
Citysearch Technology (HK) Company Limited (70% subsidiary of Macao E-Media Development Company Limited)		Hong Kong
Celebrity Chef Catering Management Limited (100% subsidiary of Citysearch Technology (HK) Company Limited)		Hong Kong
Graphite Energy, Inc.		USA
Zhuhai Aomi E-commerce Company Limited (100% subsidiary of Macao E-Media Development Company Limited)		China
Zhuhai Wanmi Technology Company Limited (100% subsidiary of Macao E-Media Development Company Limited)		China
AgriJoy Catering Management Company Limited (55% subsidiary of Citysearch Technology (HK) Company Limited)		Hong Kong

All significant intercompany transactions and balances have been eliminated in consolidation.

Business Combinations

The Company accounts for acquisition of entities that include inputs and processes and has the ability to create outputs as business combinations. The Company allocates the purchase price of the acquisition to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and integration costs are expensed as incurred.

Interim Financial Statements

The following (a) condensed consolidated balance sheet as of December 31, 2024, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2025 are not necessarily indicative of results that may be expected for the year ending December 31, 2025. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on May 23, 2025.

Revenue Recognition

In accordance with ASC, Topic 606, Revenue from Contracts with Customers, revenue is recognized when control of the promised goods or services is transferred to its customers. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these goods and services.

The core principle of the standard is that we should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. To achieve that core principle, we apply the following five step model:

1.Identify the contract with the customer;

2.Identify the performance obligations in the contract;

3.Determine the transaction price;

4.Allocate the transaction price to the performance obligations in the contract; and

5.Recognize revenue when (or as) each performance obligation is satisfied.

The Company recognizes revenue when: (1) persuasive evidence of an arrangement exists; (2) delivery has completed; (3) the selling price is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related revenue is recorded.

Food & Beverage and Delivery

We provide food and beverage sales and delivery services. Control of services is passed to customers when the food and beverages are transferred to the customers. Transaction price includes mainly delivery fees from delivery services. Payments were received upon receipt of delivery orders. For food and beverage sales and delivery services, we recognize revenue when control of an order of food and beverages is transferred to the customers. Payment terms are short-term in nature. The Company defers any revenue for which the product has not been delivered or services not yet rendered or are subjected to refund until such time that the Company and the customer jointly determine that the product has been delivered or services have been rendered or no refund will be required. Revenue is recognized at a point in time upon the customers received the delivered products.

Graphite Trading

Revenue from sale of graphite products is recognized at the point in time when the control of graphite product is transferred to customers. Transaction price is the sales price agreed with customers net of estimated costs of returns and allowance. Performance obligation is satisfied when customers obtained control of graphite products, and when all significant contractual obligations of the Company have been satisfied, typically upon completion of delivery.

Products are generally sold on open accounts under credit terms customary to the geographic region of distribution. The Company performs ongoing credit evaluations of the customers and generally does not require collateral to secure the accounts receivable.

IT Supporting Services

The Company operates a mobile platform of ordering and delivery services for restaurants and supermarket mainly in Macau. Performance obligation is satisfied when the transactions of delivery services in the mobile platform are closed. Revenue is recognized at a point in time upon such performance obligation is satisfied. Transaction price was the service charge agreed with customers.

Segment information

ASC 280-10 establishes standards for reporting information regarding operating segments in annual financial statements and requires selected information for those segments to be presented in interim financial reports issued to stockholders. ASC 280-10 also establishes standards for related disclosures about products and services and geographic areas. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in making decisions how to allocate resources and assess performance. All ~~sales~~revenues ~~and substantial assets~~ of the Company are disclosed in Note 2120. The Company applies the management approach to the identification of our reportable operating segments as provided in accordance with ASC 280-10. The information disclosed herein materially represents all of the financial information related to the Company’s principal operating segment.

Use of Estimates

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Concentration of Credit Risk

The Company’s financial instruments that are exposed to a concentration of credit risk are cash and accounts receivable. Generally, the Company’s cash and cash equivalents in interest-bearing accounts may exceed FDIC insurance limits. The financial stability of these institutions is periodically reviewed by senior management.

As of ~~March~~June 3130, 2025, and December 31, 2024, the Company maintained $54,~~384~~336,~~827~~830 and $4,428,781 in foreign bank accounts at high credit quality financial institutions located in China, Hong Kong and Macau.

The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.

Cash and Cash Equivalents

For purposes of the statements of cash flows, cash and cash equivalents include cash on hand and demand deposits held by banks.

Comprehensive Income ~~/ (Loss)~~

The Company adopted Accounting Standards Codification subtopic 220-10, Comprehensive Income (“ASC 220-10”) which establishes standards for the reporting and displaying of comprehensive income and its components. Comprehensive income is defined as the change in equity of a business during a period from transactions and other events and circumstances from non-owners sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. ASC 220-10 requires other comprehensive income (loss) to include foreign currency translation adjustments.

Foreign Currency Translation

The Company translates the foreign currency in consolidated financial statements into US Dollars (“USD”) using the year or reporting period-end or average exchange rates in accordance with the requirements of Accounting Standards Codification subtopic 830-10, Foreign Currency Matters (“ASC 830-10”). Assets and liabilities of these subsidiaries were translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates in effect for the periods presented.

The functional currency of the Company and its subsidiaries is primarily the currency of their country of domicile, which the functional currency of the Company is USD and the subsidiaries is Macau Pataca (“MOP”), Hong Kong Dollar (“HK$”) and Chinese Renminbi (“RMB”). The consolidated financial statements were presented in USD except as other specified.

The cumulative translation adjustment is included in the accumulated other comprehensive loss within stockholders’ equity. Foreign currency transaction gains and losses arising from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the consolidated results of operations.

The exchange rates used to translate amounts in HKD, MOP and RMB into US Dollars for the purposes of preparing the consolidated financial statements were as follows:

	March 31,	December 31,
	June 30,	December 31,
	2025	2024
Exchange rate on balance sheet dates
USD : HK$ exchange rate	7.~~7741~~8482	7.7742
USD : MOP exchange rate	8.~~0073~~0836	8.0074
USD : RMB exchange rate	7.~~2694~~1852	7.2817
	For the six months ended June 30,
	2025	2024
Average exchange rate for the period
USD : HK$ exchange rate	7.8046	7.8176
USD : MOP exchange rate	8.0387	8.0521
USD : RMB exchange rate	7.2343	7.2417

	For the three months endedMarch 31,
	2025	2024
Average exchange rate for the period
USD : HK$ exchange rate	7.7805	7.8207
USD : MOP exchange rate	8.0139	8.0553
USD : RMB exchange rate	7.2757	7.1597

Property, plant and equipment

The estimated useful lives of property, plant and equipment are as follows:


Office equipment		3-5 years
Furniture and fixtures		3-5 years
Vehicles		4 years

The Company evaluates the carrying value of items of property, plant and equipment to be held and used whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The carrying value of an item of property, plant and equipment is considered impaired when the projected undiscounted future cash flows related to the asset are less than its carrying value. The Company measures impairment based on the amount by which the carrying value of the respective asset exceeds its fair value. Fair value is determined primarily using the projected future cash flows discounted at a rate commensurate with the risk involved.

Intangible assets

Purchased intangible assets are recognized and measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable lives continue to be amortized over their estimated useful lives using the straight-line method based on their estimated useful lives as follows:

Software

1-10 years

The Company reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Account receivables

Account receivables are recorded at the invoiced amount and do not bear interest. The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated risks by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is established and recorded based on management’s assessment of potential losses based on the credit history and relationships with the customers. Management reviews its receivables on a regular basis to determine if bad debt allowance is adequate, and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.

The Company considered the amounts of receivables in dispute and believes an allowance for these receivables were not necessary as of ~~March~~June 3130, 2025 and December 31, 2024.

Fair Value Measurements

ASC Topic 820 defines fair value, establishes a framework for measuring fair value and enhances disclosure requirements for fair value measurements. This topic does not require any new fair value measurements. ASC Topic 820 defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

considering such assumptions, ASC Topic 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1 —	Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 —	Other inputs that is directly or indirectly observable in the marketplace.
Level 3 —	Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Net Income Per Common ~~Share~~Stock

Net income per common ~~share~~stock is computed by dividing net income available to common stockholders by the weighted average number of common stock ~~shares~~ outstanding during the year or period. Diluted net income per common ~~share~~stock is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrants.

The effect of stock options on diluted net income per common share is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company's common stock at the average market price during the period. The Company has no stock options, warrants or other potentially dilutive instruments outstanding at March 31, 2025 and December 31, 2024.27

The effect of stock options on diluted net income per common stock is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company’s common stock at the average market price during the year or period. The Company has no stock options, warrants or other potentially dilutive instruments outstanding as of June 30, 2025 and December 31, 2024.

Investment in Unconsolidated Joint Ventures

The Company entered into a JV agreement with an independent third party, to form a JV company. The joint venture agreement provides the Company with only the rights to the assets and obligation for the liabilities of the joint arrangement resting primarily with the JV. In adopting ASC Topic 323, Investments - Equity Method and Joint Ventures (Topic 323), the Company’s investment in joint venture is accounted for using the equity method. The investments in unconsolidated joint ventures were fully impaired in prior years due to the loss-making position of the JV company.

Inventories

Inventories are carried at the lower of cost and net realizable value, as determined using the weighted average cost method. Management compares the cost of inventories with the net realizable value and if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written-down to the lower of cost or net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances.

Goodwill

Goodwill is recorded as the difference between the aggregate consideration paid for in a business combination and the fair value of the acquired net tangible and intangible assets acquired. The Company evaluates goodwill for impairment on an annual basis in the fourth quarter or more frequently if indicators of impairment exist that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Based on that qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company conducts a quantitative goodwill impairment test, which involves comparing the estimated fair value of the reporting unit with its carrying value, including goodwill. The Company estimates the fair value of a reporting unit using a combination of the income and market approach. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the difference.

Non-controlling interest

Non-controlling interests represent the equity interests in the subsidiaries that are not attributable, either directly or indirectly, to the Company.

Lease liabilities

Operating leases

In adopting ASC Topic 842, Leases (Topic 842), the Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. The Company did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter is not applicable to the Company.

Upon lease inception, operating lease ROU assets and liabilities are recognized based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

In determining the length of the lease term to its long-term lease, the Company determined it did not have an option to extend either lease.

Short-term leases

In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less.

Recent Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (the “FASB”) FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” These amendments require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Public entities with a single reporting segment are required to provide both the new disclosures and all of the existing disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2023 – 09 are effective for the Company on December 15, 2024, with early adoption permitted. Since this new ASU addresses only disclosures, the Company does not expect the adoption to have any material effects on its financial condition, results of operation or cash flows. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2023–09.

Management believes that other recent accounting pronouncements issued by the FASB, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission do not have a material impact to the Company’s consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU no. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40). The amendments in this update enhance disclosures about a public business entity’s expenses and provide more detailed information about the types of expenses included in certain notes in the consolidated financial statements. ASU no. 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption permitted. The amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the consolidated financial statements. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2024-03.

prospectively to reporting periods after the effective date or retrospectively to all periods presented in the consolidated financial statements. The Company is currently evaluating any new disclosures that may be required upon adoption of ASU 2024-03.

The Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

NOTE 3 – GOING CONCERN

As shown in the accompanying unaudited condensed consolidated financial statements, the Company has an accumulated deficit of $47,~~396~~124,~~920~~443 and net current liabilities of $7,003,930 as of ~~March~~June 3130, 2025 and the Company will be required continuous financial support from the shareholders. The Company will need to raise capital to fund its operations until it is able to generate sufficient revenue to support the future development. Moreover, the Company may be continuously raising capital through the sale of debt and equity securities.

The Company’s ability to achieve these objectives cannot be determined at this stage. If the Company is unsuccessful in its endeavors, it may be forced to cease operations. These consolidated financial statements do not include any adjustments that might result from this uncertainty which may include adjustments relating to the recoverability and classification of ~~recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.~~

recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

These factors have raised substantial doubt about the Company’s ability to continue as a going concern. There can be no assurances that the Company will be able to obtain adequate financing or achieve profitability. These consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment as of ~~March~~June 3130, 2025 and December 31, 2024 is summarized as follows:

Schedule of Property and Equipment

	March 31, 2025			December 31, 2024
	June 30, 2025			December 31, 2024
Office furniture and fixtures	$	78,~~667~~927		$	52,283
Office equipment		~~333~~336,~~797~~843			328,984
Vehicle		-			6,432
Less: accumulated depreciation		(~~153~~174,~~220~~368	)		(136,185	)
Property, plant and equipment, net	$	~~259~~241,~~244~~402		$	251,514

Depreciation expense included in “Depreciation and amortization” for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024 was $2241,~~020~~729 and $1822,~~246~~241, respectively.

NOTE 5 – INTANGIBLE ASSETS

Software as of ~~March~~June 3130, 2025 and December 31, 2024 is summarized as follows:

	March 31,			December 31,
	June 30,			December 31,
	2025			2024
Software	$	2,~~297~~323,~~277~~378		$	2,293,461
Less: accumulated amortization		(1,~~087~~139,~~828~~734	)		(1,046,618	)
Intangible assets, net	$	1,~~209~~183,~~449~~644		$	1,246,843

Amortization expense included in “Depreciation and amortization” for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024 was $3979,~~468~~386 and $2965,~~053~~559, respectively.

31NOTE 6 – ACQUISITION / DISPOSAL OF SUBSIDIARIES

~~NOTE~~(a)Acquisition 6of –Celebrity ~~DISPOSAL OF SUBSIDIARIES~~Catering

On December 16, 2024, the Company through its subsidiary Citysearch, to acquire 100% shares of Celebrity Catering in Hong Kong at nil consideration. The main business of Celebrity Catering is to (i) supply Citysearch with ready-to-eat meal, so that Citysearch, as a group dining service provider, can solve the lunch and dinner group dining needs for corporate employees in Hong Kong, and (ii) ~~Disposal~~act ofas ~~Squirrel~~a ~~Logistic~~merchant offering online-only food order and delivery services in Hong Kong.

The Company completed the valuations necessary to assess the fair values of the tangible and intangible assets acquired and liabilities assumed, resulting from which the amount of goodwill was determined and recognized as of the respective acquisition date. The following table summarizes the estimated aggregate fair values of the assets acquired and liabilities assumed as of the closing date, December 16, 2024.


Property, plant and equipment, net	$	53,822
Inventories		97,609
Account receivables		5,630
Other receivables and deposits		92,660
Amount due from related companies		261,744
Cash and cash equivalents		3,518
Accounts payables		(82,725)
Other payables and accrued expenses		(458,407)
Goodwill		26,149
Total consideration paid in cash	$	-
Less: Cash and cash equivalents		(3,518)
Net cash inflow arising from the acquisition of a subsidiary	$	(3,518)

The transaction resulted goodwill amounted to $26,149 to the Company. Goodwill is attributed to the premium that the Company paid to obtain the value, including financial, strategic and operational value, of the business of Celebrity Catering and the synergies expected from the combined operations of Celebrity Catering and the Company, the assembled workforce and their knowledge and experience in provision of food and beverage services. The total amount of the goodwill acquired is not deductible for tax purposes. The revenue and net profit contribution of Celebrity Catering to the Company’s results upon acquisition were not material.

(b)Disposal of Squirrel Logistic

On January 12, 2024, the Company disposed through its subsidiary MED, the entire 100% shares of Squirrel Logistic to a third party at nil cash consideration. As a result of disposal, there was a disposal loss amounted to $307,483 for the three months ended March 31, 2024.

NOTE 7 – GOODWILL

		March 31, 2025	December 31, 2024
		June 30, 2025	December 31, 2024
Balance at beginning of period	$	36,373,148	$	37,349,950
Acquisition of subsidiaries		-		26,149
Acquisition of subsidiary		-		26,149
Less: accumulated impairment losses		-		(1,002,951)
Balance at end of period	$	36,373,148	$	36,373,148

Goodwill has been allocated for impairment testing purposes to the acquisition of the shares of Macao E-Media Development Company Limited including its subsidiaries, Citysearch, Fresh Life and Celebrity Catering by the Company.

The Company performed goodwill impairment test at the reporting unit level on an annual basis and between annual tests when an event occurs or circumstances change indicating the asset might be impaired. As of December 31, 2024 and 2023, the Company performed testing on reporting unit.

The Company first assessed qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. For those reporting units where it is determined that it is more likely than not that their fair values are less than the units’ carrying amounts, the Company will perform the first step of a two-step quantitative goodwill impairment test. After performing the assessment, if the carrying amounts of the reporting units are higher than their fair values, the Company will perform the second step of the two-step quantitative goodwill impairment test.

For the two-step goodwill impairment test, the Company estimated the fair value with income approach for specific reporting unit component. With the income approach, the Company estimates the fair value of the reporting units using discounted cash flows. Forecasts of future cash flows are based on the best estimate of future net sales and operating expenses, based primarily on expected expansion, pricing, market share, and general economic conditions. Certain estimates of discounted cash flows involve businesses with limited financial history and developing revenue models. Changes in these forecasts could significantly change the amount of impairment recorded, if any.

~~At each interim reporting date, the management of the Company performs qualitative assessment to determine whether the quantitative impairment test is necessary. For the three months ended March~~ 31~~, 2025 and 2024, the Company assessed and did not identify any triggering events. Therefore, no interim quantitative test was performed.~~

At each interim reporting date, the management of the Company performs qualitative assessment to determine whether the quantitative impairment test is necessary. For the six months ended June 30, 2025 and 2024, the Company assessed and did not identify any triggering events. Therefore, no interim quantitative test was performed.

NOTE 8 – OPERATING LEASE RIGHT-OF-USE ASSETS AND OPERATING LEASE LIABILITIES

Operating leases

The Company entered into a two-year lease for office space of approximately 770 square feet in Hong Kong, expiring January 10, 2026, with monthly payments of approximately $4,404 per month.

In 2023, MED’s subsidiary, Citysearch, entered into a two-year lease for a cafe shop space of approximately 708 square feet in Hong Kong, expiring August 2025 with monthly payment of approximately $5,005 per month. In 2024, Citysearch entered into a two-year lease for another cafe shop space of approximately 99 square feet in Hong Kong, expiring June 2026 with monthly payment of approximately $2,571 per month. Citysearch establish a new office in Hong Kong with a two-year lease and expiring July 2026 with monthly payment of approximately $5,539 per month. Citysearch entered into a three-year lease for a restaurant in Hong Kong, expiring September 2027 with monthly payment of approximately $16,067 per month.

In 2024, the Company entered into a two-year lease for office space of approximately 770 square feet in Hong Kong, with monthly payments of approximately $4,404 per month.

In 2024, the Company entered the lease agreements for offices and distribution points in Macau and Zhuhai for 2-3 years, with average monthly payments of approximately $40,449 per month.

In 2024, Citysearch’s subsidiary, Celebrity Catering, entered into a lease for a restaurant in Hong Kong, expiring October 2025 with monthly payment of approximately $15,424 per month.

At lease commencement date, the Company estimated the operating lease liabilities and the right-of-use assets at present value using the Company’s estimated weighted average incremental borrowing rate of 5.875% (2024: 5.875%).

Operating lease right-of-use assets are summarized below:

		March 31, 2025	December 31, 2024
		June 30, 2025	December 31, 2024
Macau and Zhuhai	$	~~373~~331,~~414~~609	$	414,450
Hong Kong		~~644~~552,~~248~~504		654,519
Operating lease right-of-use assets		1884,~~017,662~~113		1,068,969

The Company has no finance leases for ~~three~~six months ended ~~March~~June 3130, 2025 and for the year ended December 31, 2024.

During the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, the Company recorded $~~147~~287,~~844~~975 and $58187,~~811~~172 as operating lease expenses included in “selling, general and administrative expenses”.

Lease liabilities are summarized below:

		March 31, 2025	December 31, 2024
		June 30, 2025	December 31, 2024
Macao and Zhuhai	$	~~373~~331,~~414~~609	$	414,450
Hong Kong		~~644~~552,~~248~~504		654,519
Total operating lease liabilities		1884,~~017,662~~113		1,068,969
Less: short term portion		(~~512~~484,~~035~~610)		(447,860)
Long term portion	$	~~505~~399,~~626~~503	$	621,109

	March 31, 2025	December 31, 2024
	June 30, 2025	December 31, 2024
Weighted average remaining lease term (years)	1.9675	2.18
Weighted average discount rate	5.875%	5.875%

Maturity analysis under operating leases as of ~~March~~June 3130, 2025 are as follows:

2025	$	34,360
2025 (remainder of the year)	$	20,021
2026		~~303~~263,~~080~~940
2027		~~680~~653,~~222~~780
2028 and thereafter		-
Total lease payments		1937,~~017,662~~741
Less: Present value discount		(6753,~~923~~628)
Operating lease liabilities	$	~~949~~884,~~739~~113

Maturity analysis under operating leases as of December 31, 2024 are as follows:


2025	$	48,730
2026		354,064
2027		750,336
2028 and thereafter		-
Total lease payments		1,153,130
Less: Present value discount		(84,161)
Operating lease liabilities	$	1,068,969

Lease expense for the three months ended ~~March~~June 3130, 2025 and 2024 was comprised of the following:

		March 31, 2025		March 31, 2024
		June 30, 2025		June 30, 2024
Operating lease expense	$	~~147~~140,~~844~~131	$	58128,~~811~~362
Short-term lease expense		56,665		21,290
		196,796		149,652

33Lease expense for the six months ended June 30, 2025 and 2024 was comprised of the following:

Short-term lease expense		56,664		52,574
		June 30, 2025		June 30, 2024
		204,508		111,385
Operating lease expense	$	287,975	$	187,172
Short-term lease expense		113,329		73,864
		401,304		261,036

NOTE 9 - LOAN RECEIVABLES, NET

On September 10, 2021, the Company’s subsidiary, Sinoforte Limited entered into a business loan agreement, by and among the company, Gold Gold Gold Limited (“3G”), whereby the Company provide the fund for $1,000,000 to 3G for the business operating use. During the year ended December 31, 2023, $49,028 was repaid. During the year ended December 31, 2024, further loan $248,079 was lent to 3G. On January 2, 2025, Sinoforte Limited entered into another 3-year loan agreement and provide the fund for $102,906 (equivalent to HK$800,000) to 3G with interest rate 5% per annum.

The Company owns 50% of shares in 3G and 3G is a joint venture of the Company. The interest in joint venture has been suffering losses and, thus, fully impaired in prior periods. Fully impairment on the loan receivables from 3G was recognized for the three months ended March 31, 2025 and year ended December 31, 2024.33

~~The~~On ~~loan~~May ~~amount~~13, ~~was unsecured~~2025, ~~with~~Sinoforte ~~interest~~Limited ~~rate~~entered 5%into panother 2.a.5-year ~~and~~loan noagreement ~~fixed~~and ~~term~~provide ofthe ~~repayment.~~fund Asfor ~~of March 31~~$102,101 ~~2025~~(equivalent ~~and~~to ~~December 31~~HK$800,000) ~~2024,~~to ~~the~~3G ~~impairment~~with ~~loss~~interest ~~was~~rate ~~amounted~~5% toper ~~$102,906 and $248,079, respectively~~annum.

		March 31, 2025			December 31, 2024
Loan receivables	$	1,309,519		$	1,206,613
Less: impairment loss		(1,309,519	)		(1,206,613	)
Loan receivables, net	$	-		$	-

The Company owns 50% of shares in 3G and 3G is a joint venture of the Company. The interest in joint venture has been suffering losses and, thus, fully impaired in prior periods. Fully impairment on the loan receivables from 3G was recognized for the six months ended June 30, 2025 and year ended December 31, 2024.

The loan amount was unsecured, with interest rate 5% p.a. and no fixed term of repayment. As of June 30, 2025 and December 31, 2024, the impairment loss was amounted to $234,763 and $248,079, respectively.

		June 30, 2025			December 31, 2024
Balance at beginning of period	$	-		$	-
Addition loan		234,763			248,079
Less: impairment loss		(234,763	)		(248,079	)
Balance at end of period	$	-		$	-

NOTE 10 - ACCOUNT RECEIVABLES

Account receivables are summarized below:

		March 31, 2025		December 31, 2024
		June 30, 2025		December 31, 2024
Account receivables	$	69,~~136~~928,~~649~~904	$	5,324,715

~~During~~For the ~~three~~six months ended ~~March~~June 3130, 2025 and ~~year ended December 31,~~ 2024, the Company had no allowance for expected credit losses.

NOTE 11 - OTHER RECEIVABLES AND DEPOSITS

Other receivables and deposits are summarized below:

		March 31, 2025		December 31, 2024
		June 30, 2025		December 31, 2024
Rental deposit	$	~~272~~270,~~187~~338	$	248,973
Customer’s deposit		~~730~~808,~~752~~415		798,707
Others		7492,~~141~~197		32,179
	$	1,~~077~~170,~~080~~950	$	1,079,859

NOTE 12 - INVENTORIES

Our inventories consist of solely finished goods – merchandise inventory as summarized below:

		March 31, 2025		December 31, 2024
		June 30, 2025		December 31, 2024
Finished goods – merchandise inventory	$	~~164~~58,~~945~~439	$	67,550
Food and beverages – merchandise inventory		~~115~~142,~~942~~679		94,204
	$	~~280~~201,~~887~~118	$	161,754

No impairment has been recognized for the ~~three~~six months ended ~~March~~June 3130, 2025 and ~~year ended December 31,~~ 2024.

NOTE 13 – BANK LOANS

Bank loans are summarized below:

		March 31, 2025		December 31, 2024
		June 30, 2025		December 31, 2024
Bank loans	$	1,~~866~~731,~~098~~159		$	2,503,548
Less: short term portion		(1,~~866~~731,~~098~~159	)		(2,503,548	)
Long term portion	$	-		$	-

~~Bank loans as of March 31, 2025 consisted of the followings:~~34

Bank		March 31, 2025	Interest rate per annum (%)	Maturity date		Bank loans in original currency
Ant Bank (Macau) Limited	$	373,020	5.50	August 8, 2025	(2)	MOP	2,986,890
Agricultural Bank of China		137,563	3.50	December 5, 2025	(2)	RMB	1,000,000
Agricultural Bank of China		255,012	3.50	February 9, 2026	(2)	RMB	1,853,785
Bank of China		54,139	3.15	December 11, 2025	(1)	RMB	393,557
Bank of China		367,317	3.40	August 9, 2025	(1)	RMB	2,670,174
Bank of China		407,982	3.50	July 8, 2025	(1)	RMB	2,965,783
Bank of China		271,065	3.50	June 21, 2025	(1)	RMB	1,970,486
	$	1,866,098

~~The~~Bank ~~bank~~loans ~~loan~~as ~~from Industrial and Commercial Bank~~ of ~~China~~June ~~(Macau) amounted to $18~~30,~~732~~ ~~with original maturity date July 31,~~ 2025 ~~has~~consisted ~~been~~of ~~fully~~the ~~repaid early on March 10, 2025.~~followings:

Bank		June 30, 2025	Interest rate per annum (%)	Maturity date		Bank loans in original currency
Ant Bank (Macau) Limited	$	494,826	5.50	June 6, 2026	(2)	MOP	4,000,000
Agricultural Bank of China		139,175	3.50	December 5, 2025	(2)	RMB	1,000,000
Agricultural Bank of China		258,000	3.50	February 9, 2026	(2)	RMB	1,853,785
Bank of China		54,773	3.15	December 11, 2025	(1)	RMB	393,557
Bank of China		371,622	3.40	August 9, 2025	(1)	RMB	2,670,174
Bank of China		412,763	3.50	July 8, 2025	(1)	RMB	2,965,783
	$	1,731,159

The bank loan from Industrial and Commercial Bank of China (Macau) amounted to $18,732 as of December 31, 2024, with original maturity date July 31, 2025 has been fully repaid early on March 10, 2025.

The bank loan from Bank of China amounted to $271,065, with maturity date June 21, 2025 has been borrowed in March 2025 and fully repaid on June 23, 2025.

The bank loan from Ant Bank (Macau) Limited amounted to $1,248,841 as of December 31, 2024 with original maturity date August 8, 2025 has been fully repaid early in 6 installments. $875,821 was repaid in 5 installments between February 2025 and March 2025 and the remaining $373,020 was repaid in the last installment on April 24, 2025.

The loans outstanding were guaranteed by:

(1) Guaranteed by Mr. Jiang Haitao, the sole director of the Company and Ms. Zhou Xiaojuan, the spouse of Mr. Jiang Haitao.

(2) Guaranteed by Mr. Jiang Haitao, the sole director of the Company.

Bank loans as of December 31, 2024 consisted of the followings:

Bank		December 31, 2024	Interest rate per annum (%)	Maturity date		Bank loans in original currency
Industrial and Commercial Bank of China (Macau)	$	18,732	4.25	July 31, 2025	(1)	MOP	150,000
Ant Bank (Macau) Limited		1,248,841	5.50	August 8, 2025	(2)	MOP	10,000,000
Agricultural Bank of China		137,330	3.50	December 5, 2025	(2)	RMB	1,000,000
Bank of China		54,047	3.15	December 11, 2025	(1)	RMB	393,557
Bank of China		366,697	3.40	August 9, 2025	(1)	RMB	2,670,174
Bank of China		407,293	3.50	July 8, 2025	(1)	RMB	2,965,783
Bank of China		270,608	3.50	June 21, 2025	(1)	RMB	1,970,486
	$	2,503,548

The loans outstanding were guaranteed by:

(1) Guaranteed by Mr. Jiang Haitao, the sole director of the Company and Ms. Zhou Xiaojuan, the spouse of Mr. Jiang Haitao.

(2) Guaranteed by Mr. Jiang Haitao, the sole director of the Company.

NOTE 14 – REVENUE

Revenue is summarized by nature as below:

At a point in time:		For the ~~three~~six months ended ~~March~~June 3130, ~~2024~~2025	For the ~~three~~six months ended ~~March~~June 3130, ~~2023~~2024
Food & Beverage and Delivery	$	1124,~~967~~859,~~376~~047	$	920,~~619~~628,~~439~~636
IT Supporting Services		1114,~~481~~353		97401,~~813~~675
Graphite Trading		718,~~325~~507,~~866~~130		~~687~~10,~~681~~151,299
	$	1943,~~304~~380,~~723~~530	$	1031,~~404~~181,~~933~~610

NOTE 15 – CAPITAL STOCK

The Company is authorized to issue 500,000,000 shares of common stock, $0.01 par value, and 25,000,000 shares of preferred stock, $0.01 par value. As of ~~March~~June 3130, 2025 and December 31, 2024, there were 263,337,500 shares of the Company’s common stock issued and outstanding, and none of the preferred shares were issued and outstanding.

As of ~~March~~June 3130, 2025 and December 31, 2024, Liang Huang owned 31,261,920 shares or 11.87%, of the Company’s common stock, which 31,190,500 shares, or 11.84%, were held via Kelton Capital Group Ltd., Jiang Haitao owned 46,588,236 shares, or 17.69%, of the Company’s common stock, and Elate Holdings Limited owned 26,000,000 shares, or 9.87%, of the Company’s common stock. Other than Liang Huang, Kelton Capital Group Ltd, Jiang Haitao and Elate Holdings Limited, no person owns 5% or more of the Company’s issued and outstanding shares.

NOTE 16 – INCOME~~/(LOSS)~~ PER SHARE

The following table sets forth the computation of basic and diluted profit~~/(loss)~~ per common ~~share~~stock for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, respectively:

	March 31, 2025			March 31, 2024
	June 30, 2025			June 30, 2024
Numerator - basic and diluted
Net income		$	339,523		$	24,574
Net income attributable to the Company		$	612,000		$	1,147,998
Denominator
Weighted average number of common shares outstanding —basic and diluted			263,337,500			263,337,500
Weighted average number of common stock outstanding — basic and diluted			263,337,500			263,337,500
Income/(loss) per common share — basic and diluted		$	0.001		$	0.0001
Net income per common stock — basic and diluted		$	0.002		$	0.004

NOTE 17 - INCOME TAXES

The Company has adopted Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between consolidated financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.

For the ~~three~~six months ended ~~March~~June 3130, 2025, the Company’s realized net taxable income which offset existing deferred tax assets relating to net operating losses, was offset further (100%) by the valuation allowance. Other temporary differences are expected to be immaterial. Therefore, there were no expected income taxes, either current or deferred, reflected in the income statement.

As of ~~March~~June 3130, 2025, the Company has available for U.S. federal income tax purposes a net operating loss carryforward of approximately $6,700,000, expiring within 20 years, that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized.

~~Due~~provided toa ~~possible~~valuation ~~significant~~reserve ~~changes~~against in the ~~Company's~~full ~~ownership,~~amount ~~the future use~~ of ~~its~~the ~~existing~~ net operating ~~losses~~loss ~~may~~benefit, besince ~~limited.~~in ~~Components~~the ofopinion ~~deferred tax assets as~~ of ~~March~~management ~~31,~~based ~~2025~~upon ~~are~~the asearnings ~~follows. All~~history ~~or a portion~~ of the ~~remaining~~Company; ~~valuation~~it ~~allowance~~is ~~may~~more belikely ~~reduced~~than innot ~~future~~that ~~years~~the ~~based~~benefits onwill annot ~~assessment~~be ~~of earnings sufficient to fully utilize these potential tax benefits~~realized.

Due to possible significant changes in the Company’s ownership, the future use of its existing net operating losses may be limited. Components of deferred tax assets as of June 30, 2025 are as follows. All or a portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits.

The Company and its subsidiaries file separate income tax returns.

The United States of America

Scientific Energy, Inc. and Graphite Energy, Inc. are incorporated in the State of Utah in the U.S., and are subject to a gradual U.S. federal corporate income tax of 21%. The State of Utah does not impose any corporate state income tax. AsFor ofthe ~~March~~six 31months ended June 30, 2025, future net operation losses of approximately $0.001 million are available to offset ~~future~~ operating income for 20 years until ~~2040~~2045.

Hong Kong

Sinoforte Limited, Qwestro Limited, Citysearch Technology (HK) Company Limited and Celebrity Chef Catering Management Limited are incorporated in Hong Kong and Hong Kong Profits Tax has been calculated at 16.5% of the estimated assessable profit for the ~~three~~six months ended ~~March~~June 3130, 2025.

Macau

Macao E-Media Development Company Limited, Fresh Life Technology Company Limited and Green Supply Chain Management Company Ltd. are subjected to Macau Corporate Income Tax.

People’s Republic of China (“PRC”)

Zhuhai Chengmi Technology Company Limited., Zhuhai Migua Technology Company Limited., Zhuhai Aomi E-commerce Company Limited and Zhuhai Wanmi Technology Company Limited are subject to PRC Enterprise Income Tax (“EIT”) on the taxable income in accordance with the relevant PRC income tax laws. The EIT rate for companies operating in the PRC is 25%.

As of ~~March~~June 3130, 2025 and December 31, 2024, the significant components of the deferred tax assets are summarized below:

Schedule of Income Taxes

Deferred Tax Assets:		~~March~~June 3130, 2025		December 31, 2024
Net operating income (loss) carryforward	$	~~143~~(845,~~535~~167)	$	(1,096,409)
Total deferred tax assets		~~143~~(845,~~535~~167)		(1,096,409)
Valuation allowance		~~(143~~845,~~535)~~167		1,096,409
Net deferred tax assets	$	-	$	-

The Company is subject to income tax holidays with respect to its Asian operations, and accordingly has recognized for foreign income taxes.

Movement of valuation allowance:
		30-Jun-25		31-Dec-24

At the beginning of the period/year	$	1,096,409	$	1,481,157
Additions/(deductions)		(251,242)		(384,748)

	$	845,167	$	1,096,409

Rate Reconciliation:		March 31, 2025		March 31, 2024
Book income (worldwide) at federal statutory rate (21%)	$	(5,471)	$	(28,990)
Hong Kong Profits Tax rate (16.5%)		160,581		39,241
Macau Corporate Income Tax rate (12%)		(122,729)		(105,684)
PRC Tax rate (25%)		(16,989)		101,784
Change in valuation allowance		(15,392)		(6,351)
Net expense	$	-	$	-

The net deferred tax asset generated by the U.S. loss carry-forward has been fully reserved.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the three months ended March 31, 2025 and 2024, the Company recognized no interest and

~~penalties.~~ The Company ~~had~~is nosubject ~~accruals~~to ~~for~~income ~~interest~~tax ~~and~~holidays ~~penalties~~with asrespect ofto ~~March~~its 31Asian operations, ~~2025~~ and ~~December~~accordingly ~~31,~~has ~~2024. Tax~~recognized ~~years~~for ~~from~~foreign ~~2015~~income ~~through 2025 are open to examination by the taxing authorities~~taxes.

Rate Reconciliation:		June 30, 2025 (unaudited)		June 30, 2024 (restated)


Book income (worldwide) at federal statutory rate (21%)	$	45,507	$	231,183
Hong Kong Profits Tax rate (16.5%)		(333,949)		(222,167)
Macau Corporate Income Tax rate (12%)		174,728		33,753
PRC Tax rate (25%)		60,953		(123,566)
Change in valuation allowance		52,761		80,797
Net expense	$	-	$	-

The effective tax rate for the six months ended June 30, 2025 and 2024 were 0% and 0%. The net deferred tax asset generated by the U.S. loss carry-forward has been fully reserved.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. During the six months ended June 30, 2025 and 2024, the Company recognized no interest and penalties. The Company had no accruals for interest and penalties as of June 30, 2025 and December 31, 2024. Tax years from 2015 through 2025 are open to examination by the taxing authorities.

NOTE 18 - INVESTMENTS IN JOINT VENTURE

3G was incorporated in February 2018. The Company entered into a joint venture agreement for 50% of shareholding in 3G. The Company contributed $12,839 (equivalent to HK$100,000) to 3G upon incorporation. The primary activity of 3G is gold trading. The Company accounted for the interest in joint venture using equity method. Since the joint venture has been suffering losses, the interest in joint venture has been fully impaired in prior year. Upon impairment, the Company has shared the operating losses up to the investment cost from joint venture amounted to $12,839.

Summarized financial information for joint venture is as follows:

Balance Sheets:	~~March~~June 3130, 2025			December 31, 2024
	(unaudited)			(audited)
Property, plant and equipment, net	$	19		$	398
Property, plant and equipment, net	$	124		$	398
Other receivables and prepaid		214			72
Other receivables and prepaid		-			72
Inventory		142,008			143,360
Inventory		143,362			143,360
Cash and cash equivalents		112,726			15,225
Cash and cash equivalents		52,212			15,225
Total assets		254,967			159,055
Total assets		195,698			159,055
Accrual expense		(1,000	)		(25,405	)
Accrual expense		-			(25,405	)
Other payable		(4,687,243	)		(4,526,050	)
Other payable		(4,629,015	)		(4,526,050	)
Customer deposits and other		(709,768	)		(600,179	)
Customer deposits and other		(657,966	)		(600,179	)
Total liabilities		(5,398,011	)		(5,151,634	)
Total liabilities		(5,286,981	)		(5,151,634	)
Net liabilities	$	(5,143,044	)	$	(4,992,579	)
Net liabilities	$	(5,091,283	)	$	(4,992,579	)

Statement of Operations:		For the ~~three~~six months ended ~~March~~June 3130,
		2025		2024
Revenue	$	-		$	-
Cost of sale		-			-
Gross profit		-			-
Operating expense		(4082,~~214~~056	)		(4892,~~320~~053	)
Depreciation		(~~274~~377	)		(~~273~~545	)
Net loss from operations		(4082,~~488~~433	)		(4892,~~593~~598	)
Other expense:
Interest expense, net		(57115,~~718~~859	)		(54108,~~118~~769	)
Net loss	$	(98198,~~206~~292	)	$	(~~102~~201,~~711~~367	)

NOTE 19 - RELATED PARTY BALANCES AND TRANSACTIONS

Due from/(to) related companies

The balance due from/(to) related companies was as following:

	March 31, 2025		December 31, 2024
	June 30, 2025		December 31, 2024
	$		$
Citysearch Technology (Macau) Limited (1)		1,~~411~~398		1,411
Gloryful Company Limited (2)		2,~~123~~103		2,123
Littlemi Technology Company Limited (3)		~~117~~116,~~822~~709		117,820
Watermelon Cultural Communication Company Limited (4)		~~220~~218,~~167~~088		220,164
Kangaroo Technology Company Limited (5)		(~~294~~277,~~945~~701)		(220,445)
Zhuhai Xiangguo Technology Company Limited (6)		81115,~~162~~515		73,472
		127,740		194,545
		176,112		194,545

Note:

(1)	Citysearch Technology (Macau) Limited is 90% controlled by Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose.
(2)	Gloryful Company Limited is 6% controlled by Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose.
(3)	Littlemi Technology Company Limited is 50% controlled by Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose.
(4)	Watermelon Cultural Communication Company Limited 51% controlled by Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose.
(5)	Kangaroo Technology Company Limited is 90% controlled by Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose.
(6)	Zhuhai Xiangguo Technology Company Limited is 90% indirectly controlled by Jiang Haitao, the shareholder of the Company. The balances represented the amount paid on behalf of the Company for its daily operation purpose.

Loan receivables, net

The Company has loan receivables from a joint venture, 3G amounted to US$nil and amount due from 3G mounted to US$nil as of ~~March~~June 3130, 2025 and December 31, 2024 as disclosed in Notes 9 and 18, respectively. The balances have been fully impaired in prior periods.

The transactions within the group were as following:

During ~~three~~six months ended ~~March~~June 3130, 2025, MED had the cost of delivery for $37,~~653~~666,~~124~~782 and $~~313~~639,~~648~~360 (2024: $36,~~320~~532,~~813~~948 and $~~283~~585,~~028~~654) from its subsidiaries, Fresh Life and Green Supply Chain Management Company Limited respectively. MED had incurred the software and IT supporting service expense for $12,~~185~~474,~~591~~027 (2024: $~~934~~2,~~405~~530,018) from its subsidiary Zhuhai Chengmi Technology Company Limited. Fresh Life incurred the cost of sales for IT supporting service from Zhuhai Chengmi Technology Company Limited for $53106,~~187~~712 (2024: $38152,~~197~~117). Green Supply Chain Management Company Limited had incurred delivery cost for $Nil (2024: $14,735) from Fresh Life. Citysearch had incurred software and IT supporting service expense from Zhuhai Chengmi Technology Company Limited with $~~140~~266,~~624~~058 (2024: $~~Nil~~475,485) and purchased the cost of group dining meal from Celebrity Catering for $~~287~~624,~~255~~727 (2024: $Nil).

All of the above transactions were eliminated from the consolidated statement of operations and comprehensive loss.

NOTE 20 – SEGMENT INFORMATION

The Company’s segments are business units that offer different products and services and are reviewed separately by the chief operating decision maker (the “CODM”), or the decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Company’s Chief Executive Officer, who reviews the Company’s operating results on an aggregate basis and manages the Company’s operations. The CODM assesses performance for the segment and evaluates the Company’s budget with the actual results in order to decide how to allocate resources in developing business plan. There were three segments for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, consisting of the provision of food & beverage and delivery, located in Hong Kong and Macau, IT supporting services, solely located in China, and graphite trading, solely located in the USA.

Factors used in determining the reportable segment include the nature of the operating activities, locations, the organizational and reporting structure and the type of information reviewed by the CODM to allocate resources and evaluate financial performance. The accounting policies of the segment are the same as those described in the summary of significant accounting policies.

Three months ended March 31, 2025	Food & Beverage and Delivery	IT Supporting Services	Graphite trading	Corporate unallocated (note)	Consolidated
Revenue – third parties	$11,967,376	$11,481	$7,325,866	$-	$19,304,723
Cost of revenue	(6,468,816)	(60,878)	(6,351,643)	-	(12,881,337)
Gross profit / (loss)	5,498,560	(49,397)	974,223	-	6,423,386
Operating expense
Employee compensation	1,791,892	305,450	20,755	-	2,118,097
Depreciation and amortization	14,139	47,166	-	184	61,489
Other selling, general and administrative expenses	2,129,085	897,105	925,929	141,014	4,093,133
Total operating expenses	3,935,116	1,249,721	946,684	141,198	6,272,719
Net income / (loss) from operation	1,563,444	(1,299,118)	27,539	(141,198)	150,667
Interest income	4	3	-	15,189	15,196
Interest expense	(10,377)	(11,822)	-	(129)	(22,328)
Interest (expense) / income, net	(10,373)	(11,819)	-	15,060	(7,132)
Net income / (loss) before provision for income taxes	$1,553,071	$(1,310,937)	$27,539	$(126,138)	$143,535

The Company’s long-lived assets are based on the physical location of these assets. The CODM defines long-lived assets as property, plant and equipment and operating lease right-of-use assets since these are hard assets which cannot be readily moved and are relatively illiquid.

As of June 30, 2025, less than 1%, approximately 79% and 21% (December 31, 2024: less than 1%, approximately 75% and 25%) respectively, of the Company’s long-lived assets were located in the United States, Hong Kong and Macau, and PRC, respectively.

Six months ended June 30, 2025	Food & Beverage and Delivery	IT Supporting Services	Graphite trading	Corporate unallocated (note)	Consolidated
Revenue – third parties	$24,859,047	$14,353	$18,507,130	$-	$43,380,530
- USA	-	-	18,507,130	-	18,507,130
- Hong Kong & Macau	24,859,047	-	-	-	24,859,047
- PRC	-	14,353	-	-	14,353
	24,859,047	14,353	18,507,130	-	43,380,530
Cost of revenue	(13,905,047)	(112,557)	(16,153,575)	-	(30,171,179)
Gross profit / (loss)	10,954,000	(98,204)	2,353,555	-	13,209,351

Operating expense
Employee compensation	(3,561,048)	(626,919)	(43,362)	-	(4,231,329)
Depreciation and amortization	(28,171)	(92,576)	-	(368)	(121,115)
Impairment loss on loan receivables	-	-	-	(234,763)	(234,763)
Other selling, general and administrative expenses	(4,596,822)	(1,796,605)	(1,813,556)	(187,091)	(8,394,074)
Total operating expenses	(8,186,041)	(2,516,100)	(1,856,918)	(422,222)	(12,981,281)

Net income / (loss) from operation	2,767,959	(2,614,304)	496,637	(422,222)	228,070

Interest income	4	5	-	31,243	31,252
Interest expense	(17,193)	(25,173)	-	(256)	(42,622)

Interest (expense) / income, net	(17,189)	(25,168)	-	30,987	(11,370)

Net income / (loss) before provision for income taxes	$2,750,770	$(2,639,472)	$496,637	$(391,235)	$216,700

Three months ended March 31, 2024	Food & Beverage and Delivery	IT Supporting Services	Graphite trading		Corporate unallocated (note)		Consolidated
Six months ended June 30, 2024	Food & Beverage and Delivery	IT Supporting Services		Graphite trading		Corporate unallocated (note)		Consolidated
Revenue – third parties	$ 920,~~619~~628,~~439~~636	$ 97401,~~813~~675	~~$ 687,681~~	$10,151,299	~~$ -~~	$-	~~$ 10,404,933~~	$31,181,610
Cost of revenue	(5,280,065)	(82,697)	(545,360)		-		(5,908,122)
- USA	-	-		10,151,299		-		10,151,299
Gross profit	4,339,374	15,116	142,321		-		4,496,811
- Hong Kong & Macau	20,628,636	-		-		-		20,628,636
Operating expense
- PRC	-	401,675		-		-		401,675
Employee compensation	854,665	285,945	-		-		1,140,610
	20,628,636	401,675		10,151,299		-		31,181,610
Depreciation and amortization	13,312	33,803	-		184		47,299
Cost of revenue	(12,302,932)	(382,283)		(8,455,520)		-		(21,140,735)
Other selling, general and administrative expenses	2,211,390	1,064,264	13,647		7,358		3,296,659
Gross profit	8,325,704	19,392		1,695,779		-		10,040,875
Total operating expenses	3,079,367	1,384,012	13,647		7,542		4,484,568
Operating expense
Net income / (loss) from operation	1,260,007	(1,368,896)	128,674		(7,542)		12,243
Employee compensation	(2,460,587)	(613,635)		-		-		(3,074,222)
Interest income	5,729	19	-		-		5,748
Depreciation and amortization	(11,827)	(75,605)		-		(368)		(87,800)
Interest expense	(20,127)	(10,298)	-		(128)		(30,553)
Impairment loss on loan receivables	-	-		-		(248,079)		(248,079)
Interest (expense) / income, net	(14,398)	(10,279)	-		(128)		(24,805)
Loss on disposal of subsidiary	(397,096)	-		-		-		(397,096)
Net income / (loss) before provision for income taxes	$ 1,245,609	$ (1,379,175)	$ 128,674		$ (7,670)		$ (12,562)
Other selling, general and administrative expenses	(2,826,627)	(2,098,393)		(443,236)		(32,206)		(5,400,462)
Total operating expenses	(5,696,137)	(2,787,633)		(443,236)		(280,653)		(9,207,659)
Net income / (loss) from operation	2,629,567	(2,768,241)		1,252,543		(280,653)		833,216
Interest income	10,096	31		-		-		10,127
Interest expense	(39,632)	(17,150)		-		-		(56,782)
Interest (expense) / income, net	(29,536)	(17,119)		-		-		(46,655)
Net income / (loss) before provision for income taxes	$2,600,031	$(2,785,360)		$1,252,543		$(280,653)		$786,561

Note: The Company does not allocate its expenses incurred to its reportable segments because these activities are managed at a corporate level.

NOTE 21 - COMMITMENTS AND CONTINGENCIES

Capital commitment

As of ~~March~~June 3130, 2025 and December 31, 2024, no capital commitment was expected.

Legal Proceeding

As of ~~March~~June 3130, 2025 and December 31, 2024, the Company is not aware of any material outstanding claim and litigation against it.

Lease commitment

The Company has operating leases for its corporate and sales offices and warehousing facilities. The Company’s leases have remaining terms of less than 1 year to less than 43 years.

The Company’s future minimum lease payments required under leases as of ~~March~~June 3130, 2025 provides the following lease commitment:

For the year ending December 31,
2025 (remainder of year)	$	3419,~~360~~778
2026		~~303~~251,~~080~~344
2027		~~680~~612,~~222~~991
2028 and thereafter		-
Total lease payments	$	1884,~~017,662~~113

The Company’s future minimum lease payments required under leases as of December 31, 2024 provides the following lease commitment:

For the year ending December 31,

2025	$	50,051
2026		371,445
2027		789,036
2028 and thereafter		-
Total lease payments	$	1,210,532

NOTE 22 - SUBSEQUENT EVENTS

In accordance with ASC 855, “Subsequent Events,” the Company has evaluated subsequent events through the date of filing. No material subsequent events were noted.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains certain forward-looking statements that involve risks and uncertainties. We use words such as "anticipate," "believe," "expect," "future," "intend," "plan," and similar expressions to identify forward-looking statements. These statements are only predictions. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements.

Business Overview

Currently our businesses segments are divided into: (i) food ordering & delivery business in Macau, primarily through our 98.75% owned subsidiary, Macao E-Media Development Company Limited, a Macau Company (“MED”); (ii) sales of graphite products, a business carried out by our wholly-owned subsidiary, Graphite Energy, Inc, (“GEI”); and (iii) physical gold trading platform, operated by our 50% owned company, Gold Gold Gold Limited (“3G”), a Hong Kong company.

In this MD&A section, we will primarily discuss the business of MED and GEI, as 3G is a joint venture and its financial position and results of operations are not consolidated with our consolidated financial statements. The financial position and results of operations of 3G are summarized in the notes to our consolidated financial statements.

As a leading mobile platform of ordering and delivery services for restaurants or other merchants, we operate in Macau, and our businesses are built on our platform, Aomi App (the “Platform”). The Platform connects restaurants/merchants (collectively referred to as “Merchants”) with consumers and delivery riders. The Platform is created to serve the needs of these three key constituencies and to become more intelligent and efficient with every customer order. As we grow, we enjoy the benefits of scale and enjoy our competitive advantages, and at the same time we deliver substantial benefits to everyone we serve.

New Subsidiaries

In March 2025, Citysearch established AgriJoy Catering Management Company Limited in Hong Kong with 55% equity interest, the main business of which is provision of dining management services for our catering business in Hong Kong.

Results of Operations

For the ~~Three~~Six Months Ended ~~March~~June 3130, 2025 Compared to the ~~Three~~Six Months Ended ~~March~~June 3130, 2024

The following table shows operating results for the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024:

	Three Months Ended March 31,
	Six Months Ended June 30,
	2025			2024			~~$ Change~~	$ Change		% Change
Revenues	$	1943,~~304~~380,~~723~~530		$	1031,~~404~~181,~~933~~610			812,~~899~~198,~~790~~920			~~85.53~~39	%
Cost of revenue		(1230,~~881~~171,~~337~~179	)		(521,~~908~~140,~~122~~735	)		69,~~973~~030,~~215~~444			~~118.03~~43	%
Gross Profit		613,~~423~~209,~~386~~351			410,~~496~~040,~~811~~875			13,~~926~~168,~~575~~476			~~42.84~~32	%
Operating expense		(612,~~272~~981,~~719~~281	)		(49,~~484~~207,~~568~~659	)		13,~~788~~773,~~151~~622			~~39.87~~41	%
Operating profit/(loss)		150,667			12,243			138,424			1130.64	%
Operating profit		228,070			833,216			(605,146	)		(73	%)
Other income / (expense)		(711,~~132~~370	)		(2446,~~805~~655	)		(1735,~~673~~285	)		(~~71.25~~76	%)
Net profit/(loss)	$	143,535		$	(12,562)			N/A			N/A
Net profit	$	216,700		$	786,561			(569,861	)		(72	%)

Sales

For the ~~three~~six months ended ~~March~~June 3130, 2025, the Company generated sales of $1943,~~304~~380,~~723~~530 compared to $1031,~~404~~181,~~933~~610 for the same period of 2024. The increment in sales were mainly contributed from the subsidiary, Graphite Energy Inc.

Costs of Goods Sold

For the ~~three~~six months ended ~~March~~June 3130, 2025, the Company generated cost of good sold for $1230,~~881~~171,~~337~~179 compared to $521,~~908~~140,~~122~~735 for the same period of 2024. Currently the Company is attributable to delivery rider costs and purchase of graphite inventory.

Operating expenses

For the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, the Company’s selling, general and administrative expenses were $612,~~272~~981,~~719~~281 compared to $49,~~484~~207,~~568~~659 for the same period of the previous year. The increase is primarily the result of additional expense from subsidiary, Graphite Energy, Inc.

Other Income / (Expense)

For the ~~three~~six months ended ~~March~~June 3130, 2025, the Company had $711,~~132~~370 of interest expense relating to bank loan interest payable, as compared to $2446,~~805~~655 of interest expense for the same period last year.

Net Profit~~/(Loss)~~

For the ~~three~~six months ended ~~March~~June 3130, 2025, the Company had a net profit of $~~143~~216,~~535~~700, or $0.001 per share, as compared to a net ~~loss~~profit of $12786,~~562~~561, or $(0.~~0003)~~004 per share, for the same period of 2024.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2025, the Company had cash and cash equivalents of $56,~~695~~510,~~271~~725 and a working capital deficit of $7,~~186~~003,~~522~~930. For the ~~three~~six months ended ~~March~~June 3130, 2025, the Company provided net cash of $12,~~490~~625,~~982~~274 from its operating activities primarily from our net profit of $~~143~~216,~~535~~700, adjusted net with depreciation and amortization of $61121,~~488~~115, a loss of disposal of equipment of $2,~~813~~787, an impairment loss on loan receivables of $~~102~~234,~~906~~763, an increase in account receivables of $~~811~~4,~~934~~604,189, an increase in inventories of $~~119~~39,~~133~~364, a decrease in prepaid expenses of $23,~~315~~523,~~191~~591, ana ~~increase~~decrease in deposits of $223,~~545~~526, aan ~~decrease~~increase in other receivables of $291,~~779~~091, ana ~~increase~~decrease in accrued expense of $~~274~~163,~~507~~683, an increase in deposit received of $~~862~~805,~~888~~428, an increase in other payables of $25,~~328~~199,~~286~~578, a decrease in account payable of $32,~~669~~603,~~799~~887. By comparison, net cash ~~used~~provided inby operating activities was $~~480~~505,~~025~~705 for the same period of 2024.

During the three months ended March 31, 2025, the Company used net cash of $69,067 from its investing activities which comprised with purchase of equipment of $32,966, repayment from related companies of $66,805 and loan to joint venture of $102,906. By comparison, net cash provided by investing activities was $326,341 for the same period of 2024.44

During the ~~three~~six months ended ~~March~~June 3130, 2025, the Company’s ~~financing activities~~ used net cash of $~~639~~253,~~781,~~195 ~~which~~from ~~was~~its investing activities which comprised with purchase of ~~repayment~~equipment of ~~bank~~$36,865, ~~loans~~repayment from related companies of $118,~~706,332~~433 and ~~bank~~loan ~~borrowings~~to joint venture of $1234,~~066,551~~763. By comparison, net cash used in ~~financing~~investing activities was $186,~~615~~934 for the same period of 2024.

During the six months ended June 30, 2025, the Company’s financing activities used net cash of $777,042, which was comprised of repayment of bank loans of $3,447,334 and bank borrowings of $2,670,292. By comparison, net cash used in financing activities was $669,944 for the same period of 2024.

Until we are able to generate sufficient liquidity from operations, we intend to continue to fund operations from cash on-hand, and through private debt or equity placements of our securities. Our continued operations will depend on whether we are able to generate sufficient liquidity from operations and/or raise additional capital through such sources as equity and debt financings, collaborative and licensing agreements and strategic alliances. There can be no assurance that additional capital will become available or, if it does, that it will become available on acceptable terms, or that any additional capital we may obtain will be sufficient to meet our long-term needs. We currently have no commitments for any additional capital, both internally and externally.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Contractual Obligations

The Company leases approximately 250 square feet of space in Jersey City, New Jersey under a month-by-month basis at rent of $650 per month. In addition, the Company entered into a two-year lease for office space of approximately 770 square feet in Hong Kong, expiring January 2024 with monthly payments of approximately $4,404 per month. Besides, the acquisition of Macau and Zhuhai subsidiaries, it results on addition lease for office and warehouse approximately 39,800 square feet in Macau and Zhuhai, expiring within year 2023 and 2024 with monthly payment of approximately $28,351 per month. In 2023, MED’s subsidiary, Citysearch Technology (HK) Company Limited, entered into a two-year lease for a cafe shop space of approximately 708 square feet in Hong Kong, expiring August 2025 with monthly payment of approximately $5,005 per month. In 2024, Citysearch entered into a two-year lease for another cafe shop space of approximately 99 square feet in Hong Kong, expiring June 2026 with monthly payment of approximately $2,571 per month. Citysearch establish a new office in Hong Kong with a two-year lease and expiring July 2026 with monthly payment of approximately $5,539 per month. In September 2024, Citysearch entered into a three-year lease for a restaurant in Hong Kong, expiring September 2027 with monthly payment of approximately $16,067 per month. In 2024, Citysearch’s subsidiary, Celebrity Chef Catering Management Limited, entered into a lease for a restaurant in Hong Kong, expiring October 2025 with monthly payment of approximately $15,424 per month.

cafe shop space of approximately 708 square feet in Hong Kong, expiring August 2025 with monthly payment of approximately $5,005 per month. In 2024, Citysearch entered into a two-year lease for another cafe shop space of approximately 99 square feet in Hong Kong, expiring June 2026 with monthly payment of approximately $2,571 per month. Citysearch establish a new office in Hong Kong with a two-year lease and expiring July 2026 with monthly payment of approximately $5,539 per month. In September 2024, Citysearch entered into a three-year lease for a restaurant in Hong Kong, expiring September 2027 with monthly payment of approximately $16,067 per month. In 2024, Citysearch’s subsidiary, Celebrity Chef Catering Management Limited, entered into a lease for a restaurant in Hong Kong, expiring October 2025 with monthly payment of approximately $15,424 per month.

Critical Accounting Policies

In preparing the consolidated financial statements, we follow accounting principles generally accepted in the United States (“GAAP”). GAAP requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingent assets and liabilities. We re-evaluate our estimates on an on-going basis. Our estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions.

We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently applied. Our significant accounting policies are summarized in Note 1 to our consolidated financial statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

A smaller reporting company is not required to provide the information in this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the Company’s management including its principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation, the principal executive officer and principal financial officer concluded that, as of March 31, 2025, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, in a manner that allows timely decisions regarding required disclosure.

15(e) or 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation, the principal executive officer and principal financial officer concluded that, as of June 30, 2025, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, in a manner that allows timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the Company’s most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None

Item 1A. Risk Factors

You should carefully consider the risk factors discussed below, as well as all other information, as an investment in the Company involves a high degree of risk. We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially and adversely affect our operations. Any of the following risks could materially and adversely affect our business, financial condition, results of operations or prospects. However, the selected risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition, results of operations or prospects. In such a case, the trading price of our securities could decline.

Summary of Risk Factors

Risks Related to Doing Business in China and Macau

·Recent interventions by the PRC government in the business activities of U.S.-listed, China-based companies may negatively impact our operations in Macau.

·If certain PRC laws and regulations were to become applicable to a company like us, our business, financial condition, and results of operations, as well as the value of our common stock and our ability to offer or continue offering securities to investors could be materially and adversely affected. In such a scenario, we may face risks and uncertainties associated with the evolving PRC legal and regulatory landscape, including the interpretation and enforcement of laws, potential regulatory changes, and the broader complexities of the PRC legal system.

Filing Compare · SCIENTIFIC ENERGY, INC