[10-Q] Enlightify Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

Form 4 Overview – BTCS Inc. (BTCS)

Chief Operating Officer and Director Michal Handerhan reported two insider transactions dated 8-9 July 2025.

• 8 Jul 2025 – Sale: Disposed of 87,221 common shares at a $6.04 weighted-average price under a Rule 10b5-1 trading plan.
• 9 Jul 2025 – Option exercise (cashless): Exercised 350,000 stock options at $1.90 per share. To cover the exercise cost, BTCS withheld 112,521 shares; the insider received 237,479 newly issued shares.

Resulting ownership: Holdings increased from 1,516,881 to 1,754,360 shares, a net gain of ≈237 k shares (+15.7%).

Key context

• The option block vested between 2022 and achievement of stock-price milestones; it expires 1 Jan 2026.
• The 87 k-share sale was executed within a 10b5-1 plan at prices ranging $6.00–$6.11.
• Shares acquired via option exercise are subject to vesting conditions for restricted stock noted in footnote 2.

Investor takeaway: Although there was a modest open-market sale, the insider’s net position increased materially, signalling continued exposure to BTCS’s equity upside. The cashless exercise introduces ~237 k new shares to the float, a minor dilutive effect relative to BTCS’s outstanding shares.

Positive

• Net increase of 237,479 shares in insider’s beneficial ownership, signalling confidence.
• Option exercise priced at $1.90 versus recent sale prices above $6, indicating substantial in-the-money value captured.

Negative

• 87,221 shares sold on the open market, suggesting partial profit-taking.
• Exercise adds ~237 k new shares to the float, introducing minor dilution.

Insights

Financial Analyst

TL;DR: Insider sold 87 k shares but gained 237 k via option exercise; net holdings up 16%, impact neutral–slightly positive.

The filing combines a modest disposition with a larger cashless option exercise. On the bearish side, the market sale indicates limited profit-taking at ~3× the option strike, and the 237 k new shares are dilutive. However, the executive’s total stake rose to 1.75 m shares, demonstrating longer-term alignment. Because the exercise was close to option expiry (2026) and under a 10b5-1 plan, the transactions look scheduled rather than opportunistic. From a valuation lens, the share count increase is immaterial (<1% of BTCS’s basic shares), while the insider’s larger ownership could reassure investors. Overall impact is neutral with a slight positive bias.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2025

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

For the transition period from ____________ to ____________

Commission File Number 001-34260

ENLIGHTIFY, INC.

(Exact name of registrant as specified in its charter)

Nevada		36-3526027
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

3rd floor, Borough A, Block A. No. 181, South Taibai 

Road, Xi’an, Shaanxi province, PRC 710065 

(Address of principal executive offices) (Zip Code)

+86-29-88266368

(Issuer’s telephone number, including area code)

Indicate by check mark whether the issuer (1) 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 ☒ 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 ☒ No ☐

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ENFY		NYSE

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:15,770,934 shares of common stock, $0.001 par value, as of July 10, 2025.

TABLE OF CONTENTS

		Page Number
PART I	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets as of March 31, 2025 and June 30, 2024	1
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months and Nine Months Ended March 31, 2025 and 2024	2
	Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended March 31, 2025 and 2024	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2025 and 2024	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	41
PART II	OTHER INFORMATION	42
Item 6.	Exhibits	42
Signatures		43
Exhibits/Certifications		44

i

INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. You can identify such forward-looking statements by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements may include, among other things, statements relating to:

● our expectations regarding the market for our products and services;

● our expectations regarding the continued growth of our industry;

● our beliefs regarding the competitiveness of our products;

● our expectations regarding the expansion of our manufacturing capacity;

● our expectations with respect to increased revenue growth and our ability to maintain profitability resulting from increases in our production volumes;

● our future business development, results of operations and financial condition;

● competition from other fertilizer and plant producers;

● the loss of any member of our management team;

● our ability to integrate acquired subsidiaries and operations into existing operations;

● market conditions affecting our equity capital;

● our ability to successfully implement our selective acquisition strategy;

● changes in general economic conditions;

● changes in accounting rules or the application of such rules;

● any failure to comply with the periodic filing and other requirements of The New York Stock Exchange, or NYSE, for continued listing,

● any failure to identify and remediate the material weaknesses or other deficiencies in our internal control and disclosure control over financial reporting;

Also, forward-looking statements represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report, or that we filed as exhibits to this report, in their entirety and with the understanding that our actual future results may be materially different from what we expect.

Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

ii

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

ENLIGHTIFY, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

		March 31, 2025				June 30, 2024
ASSETS
Current assets
Cash and cash equivalents		$	48,792,729			$	58,772,587
Digital assets			-				53,693
Accounts receivable, net			22,429,490				16,493,068
Inventories, net			32,800,755				37,826,456
Advances to suppliers, net			15,453,915				12,110,034
Other current assets			5,293,533				2,430,052
Total current assets			124,770,422				127,685,890
Non-current assets
Plant, property and equipment, net			12,526,920				14,021,292
Intangible assets, net			13,180,911				13,313,157
Other non-current assets			12,389,739				8,226,344
Total non-current assets			38,097,570				35,560,793
Total assets		$	162,867,992			$	163,246,683
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable		$	1,547,259			$	1,685,725
Customer deposits			7,432,037				4,937,207
Accrued expenses and other payables			16,863,591				14,909,843
Amount due to related parties			5,823,574				5,511,053
Taxes payable			26,697,718				26,781,175
Short term loans			5,599,467				7,466,250
Total current liabilities			63,963,646				61,291,253
Long-term liabilities
Long-term loans			6,957,290				1,856,250
Total non-current liabilities			6,957,290				1,856,250
Total liabilities		$	70,920,936			$	63,147,503
Commitments and contingencies			-				-
Stockholders’ equity
Preferred Stock, $.001 par value, 20,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2025 and June 30, 2024, respectively			-				-
Common stock, $.001 par value, 115,197,165 shares authorized, 14,793,538 and 14,793,538 shares issued as of March 31, 2025 and June 30, 2024, respectively;14,447,558 and 14,793,538 shares outstanding as of March 31, 2025 and June 30, 2024, respectively			14,794				14,794
Additional paid-in capital			244,825,844				244,825,844
Statutory reserve			26,775,495				26,728,079
Retained earnings			(152,816,514	)			(144,919,001	)
Less: treasury stock			(398,526	)			-
Accumulated other comprehensive loss			(26,454,037	)			(26,550,536	)
Total stockholders’ equity			91,947,056				100,099,180
Total liabilities and stockholders’ equity		$	162,867,992			$	163,246,683

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

1

ENLIGHTIFY, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

		Three Months Ended March 31,								Nine Months Ended March 31,
		2025				2024				2025				2024
Sales
Jinong		$	6,645,870			$	7,534,076			$	20,231,251			$	23,634,474
Gufeng			15,674,534				22,544,062				28,867,388				41,174,493
Yuxing			2,465,314				2,467,916				7,218,409				7,262,819
Antaeus			-				392,263				181,746				1,064,507
Net sales			24,785,718				32,938,317				56,498,794				73,136,293
Cost of goods sold
Jinong			4,115,700				4,510,800				12,699,650				16,099,697
Gufeng			13,697,237				19,759,666				25,249,053				35,953,277
Yuxing			2,013,477				2,096,025				5,921,666				6,015,793
Antaeus			-				230,916				215,773				748,275
Cost of goods sold			19,826,414				26,597,407				44,086,142				58,817,042
Gross profit			4,959,304				6,340,910				12,412,652				14,319,251
Operating expenses
Selling expenses			1,716,374				1,855,189				5,458,008				5,505,203
General and administrative expenses			3,842,153				15,457,007				14,111,497				26,961,424
Total operating expenses			5,558,527				17,312,196				19,569,505				32,466,627
Loss from operations			(599,223	)			(10,971,286	)			(7,156,853	)			(18,147,376	)
Other income (expense)
Other income (expense)			(179,827	)			108,443				(499,043	)			149,152
Interest income			25,374				42,547				104,246				148,744
Interest expense			(121,802	)			(75,461	)			(347,974	)			(216,828	)
Total other income (expense)			(276,255	)			75,529				(742,771	)			81,068
Loss before income taxes			(875,478	)			(10,895,757	)			(7,899,624	)			(18,066,308	)
Provision for income taxes			(255	)			5,527				(49,527	)			(10,828	)
Net loss			(875,223	)			(10,901,284	)			(7,850,097	)			(18,055,480	)
Other comprehensive loss
Foreign currency translation gain (loss)			670,071				(2,163,484	)			96,499				1,705,539
Comprehensive loss		$	(205,152	)		$	(13,064,767	)		$	(7,753,598	)		$	(16,349,941	)
Basic weighted average shares outstanding			14,563,347				14,203,877				14,717,928				13,653,240
Basic net loss per share		$	(0.06	)		$	(0.79	)		$	(0.53	)		$	(1.32	)
Diluted weighted average shares outstanding			14,563,347				14,203,877				14,717,928				13,653,240
Diluted net loss per share		$	(0.06	)		$	(0.79	)		$	(0.53	)		$	(1.32	)

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

2

ENLIGHTIFY, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

		Number				Common				Additional Paid In				Statutory				Retained				Treasury				Accumulated Other Comprehensive				Total Stockholders’
		Of Shares				Stock				Capital				Reserve				Earnings				Stock				Income (Loss)				Equity
BALANCE, DECEMBER 31, 2024			14,793,538			$	14,794			$	244,825,844			$	26,759,968			$	(151,925,764	)		$	-			$	(27,124,108	)		$	92,550,734
Net loss																			(875,223	)											(875,223	)
Issuance of stock
Common stock repurchased																							(398,526	)							(398,526	)
Transfer to statutory reserve															15,527				(15,527	)											-
Other comprehensive income (loss)																											670,071				670,071
BALANCE, MARCH 31, 2025			14,793,538			$	14,794			$	244,825,844			$	26,775,495			$	(152,816,514	)		$	(398,526	)		$	(26,454,037	)		$	91,947,056

		Number				Common				Additional Paid In				Statutory				Retained				Accumulated Other Comprehensive				Total Stockholders’
		Of Shares				Stock				Capital				Reserve				Earnings				Income (Loss)				Equity
BALANCE, DECEMBER 31, 2023			13,380,914			$	13,381			$	242,090,576			$	2,657,1173			$	(123,510,975	)		$	(23,081,470	)		$	122,082,685
Net loss																			(10,901,284	)							(10,901,284	)
Issuance of stock			973,515				974				1,848,707																1,849,681
Issuance of stock for convertible notes
Issuance of stock for consulting services			439,109				439				886,561																887,000
Transfer to statutory reserve															156,906				(156,906	)							-
Other comprehensive loss																							(2,163,484	)			(2,163,484	)
BALANCE, MARCH 31, 2024			14,793,538			$	14,794			$	244,825,844			$	26,728,079			$	(134,569,166	)		$	(25,244,954	)		$	111,754,597

3

ENLIGHTIFY, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED MARCH 31, 2025 AND 2024

		Number				Common				Additional Paid In				Statutory				Retained				Treasury				Accumulated Other Comprehensive				Total Stockholders’
		Of Shares				Stock				Capital				Reserve				Earnings				Stock				Income (Loss)				Equity
BALANCE, JUNE 30, 2024			14,793,538			$	14,794			$	244,825,844			$	26,728,079			$	(144,919,001	)		$	-			$	(26,550,536	)		$	100,099,180
Net loss																			(7,850,097	)											(7,850,097	)
Issuance of stock
Common stock repurchased																							(398,526	)							(398,526	)
Transfer to statutory reserve															47,416				(47,416	)											-
Other comprehensive income (loss)																											96,499				96,499
BALANCE, MARCH 31, 2025			14,793,538			$	14,794			$	244,825,844			$	26,775,495			$	(152,816,514	)		$	(398,526	)		$	(26,454,037	)		$	91,947,056

		Number				Common				Additional Paid In				Statutory				Retained				Accumulated Other Comprehensive				Total Stockholders’
		Of Shares				Stock				Capital				Reserve				Earnings				Income (Loss)				Equity
BALANCE, JUNE 30, 2023			13,380,914			$	13,381			$	242,090,576			$	26,728,079			$	(116,513,686	)		$	(26,950,493	)		$	125,367,857
Net loss																			(18,055,480	)							(18,055,480	)
Issuance of stock			973,515				974				1,848,707																1,849,681
Issuance of stock for convertible notes
Issuance of stock for consulting services			439,109				439				886,561																887,000
Transfer to statutory reserve																											-
Other comprehensive income (loss)																							1,705,539				1,705,539
BALANCE, MARCH 31, 2024			14,793,538			$	14,794			$	244,825,844			$	26,728,079			$	(134,569,166	)		$	(25,244,954	)		$	111,754,597

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

4

ENLIGHTIFY, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		Nine Months Ended March 31,
		2025				2024
Cash flows from operating activities
Net loss		$	(7,850,097	)		$	(18,055,480	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization			1,883,391				2,033,752
Provision for losses on accounts receivable			7,122,447				16,970,555
Gain (Loss) on disposal of property, plant and equipment			67,750				-
Inventories impairment			2,248,187				3,969,293
Changes in operating assets
Digital assets			53,693				175,585
Accounts receivable			(13,056,367	)			(15,259,021	)
Amount due from related parties			(6,385	)			27,787
Other current assets			(2,850,360	)			199,768
Inventories			2,908,106				6,312,446
Advances to suppliers			(3,335,930	)			(6,824,502	)
Other assets			1,401,758				1,404,244
Deferred tax assets			(49,527	)			(10,828	)
Changes in operating liabilities
Accounts payable			(142,410	)			(199,488	)
Customer deposits			2,498,889				(335,612	)
Amount due to related parties			-				(1,003	)
Tax payables			(78,304	)			(153,879	)
Accrued expenses and other payables			1,844,050				2,430,107
Interest payable			1,141				-
Net cash used in operating activities			(7,339,968	)			(7,316,276	)
Cash flows from investing activities
Purchase of plant, property, and equipment			(245,364	)			(1,651,010	)
Long-term equity investment			(5,497,981	)			(2,450,000	)
Net cash used in investing activities			(5,743,345	)			(4,101,010	)
Cash flows from financing activities
Proceeds from loans			7,077,439				2,778,662
Repayment of loans			(3,845,409	)			(1,639,410	)
Other payable			99,117				-
Advance from related party			310,000				191,000
Repurchases of common stock			(398,526	)			-
Net cash provided by financing activities			3,242,621				1,330,251
Effect of exchange rate change on cash and cash equivalents			(139,166	)			540,604
Net decrease in cash and cash equivalents			(9,979,858	)			(9,546,431	)
Cash and cash equivalents, beginning balance			58,772,587				71,142,188
Cash and cash equivalents, ending balance		$	48,792,729			$	61,595,756
Supplement disclosure of cash flow information
Interest expense paid		$	346,833			$	216,828
Income taxes paid		$	213,135			$	193,833

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

5

ENLIGHTIFY, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Enlightify, Inc. a Nevada corporation (the “Company”, “Parent Company” or “Green Nevada”, formerly known as “China Green Agriculture Inc.”), through its subsidiaries, is engaged in the research, development, production, distribution and sale of humic acid-based compound fertilizer, compound fertilizer, blended fertilizer, organic compound fertilizer, slow-release fertilizers, highly concentrated water-soluble fertilizers and mixed organic-inorganic compound fertilizer and the development, production, and distribution of agricultural products.

Unless the context indicates otherwise, as used in this Report, the following are the references herein of all the subsidiaries of the Company (i) Green Agriculture Holding Corporation (“Green New Jersey”), a wholly-owned subsidiary of Green Nevada, incorporated in the State of New Jersey; (ii) Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (“Jinong”), a wholly-owned subsidiary of Green New Jersey organized under the laws of the PRC; (iii) Xi’an Hu County Yuxing Agriculture Technology Development Co., Ltd. (“Yuxing”), a Variable Interest Entity (“VIE”) in the in the PRC controlled by Jinong through a series of contractual agreements; (iv) Beijing Gufeng Chemical Products Co., Ltd., a wholly-owned subsidiary of Jinong in the PRC (“Gufeng”), (v) Beijing Tianjuyuan Fertilizer Co., Ltd., Gufeng’s wholly-owned subsidiary in the PRC (“Tianjuyuan”), and (vi) Antaeus Tech, Inc. (“Antaeus”), a wholly-owned subsidiary of Green Nevada incorporated in the State of Delaware.

On June 30, 2016 the Company, through its wholly-owned subsidiary Jinong, entered into strategic acquisition agreements and a series of contractual agreements with the shareholders of the following six companies that are organized under the laws of the PRC and would be deemed VIEs: Shaanxi Lishijie Agrochemical Co., Ltd. (“Lishijie”), Songyuan Jinyangguang Sannong Service Co., Ltd. (“Jinyangguang”), Shenqiu County Zhenbai Agriculture Co., Ltd. (“Zhenbai”), Weinan City Linwei District Wangtian Agricultural Materials Co., Ltd. (“Wangtian”), Aksu Xindeguo Agricultural Materials Co., Ltd. (“Xindeguo”), and Xinjiang Xinyulei Eco-agriculture Science and Technology co., Ltd. (“Xinyulei”). On January 1, 2017, the Company, through its wholly owned subsidiary Jinong, entered into strategic acquisition agreements and a series of contractual agreements with the shareholders of the following two companies that are organized under the laws of the PRC and would be deemed VIEs, Sunwu County Xiangrong Agricultural Materials Co., Ltd. (“Xiangrong”), and Anhui Fengnong Seed Co., Ltd. (“Fengnong”).

On November 30, 2017, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Zhenbai.

On June 2, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Xindeguo, Xinyulei and Xiangrong.

On December 1, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Lishijie.

On December 31, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Fengnong.

On March 31, 2022, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Jinyangguang and Wangtian.

On March 13, 2023, the Company established Antaeus Tech Inc. (“Antaeus”) in the State of Delaware. In April 2023, Antaeus started to purchase digital assets mining machines and to mine Bitcoin in West Texas.

On December 27, 2023, the Company entered into a Stock Purchase Agreement with Zhibiao Pan for the purchase by the Company from Zhibiao Pan of all the outstanding stock of Lonestar Dream, Inc., a Delaware corporation (“Lonestar”). Mr. Zhibiao Pan served as the Co-Chief Executive Officer of the Company from August 2022 to November 2024 and is the sole shareholder of Lonestar. On June 13, 2025, the Company and Mr. Pan entered into a Mutual Rescission Agreement terminating the Stock Purchase Agreement. Consequently, the acquisition of Lonestar was terminated.

6

Our current corporate structure is set forth in the following diagram:

7

NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principle of consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Green New Jersey, Jinong, Gufeng, Tianjuyuan, Yuxing and Antaeus. All significant inter-company accounts and transactions have been eliminated in consolidation.

Effective June 16, 2013, Yuxing was converted from being a wholly owned foreign enterprise 100% owned by Jinong to a domestic enterprise 100% owned one natural person, who is not affiliated to the Company (“Yuxing’s Owner”). Effective the same day, Yuxing’s Owner entered into a series of contractual agreements with Jinong pursuant to which Yuxing became a VIE associated with Jinong.

VIE assessment

A VIE is an entity (1) that has total equity at risk that is not sufficient to finance its activities without additional subordinated financial support from other entities, (2) where the group of equity holders does not have the power to direct the activities of the entity that most significantly impact the entity’s economic performance, or the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual returns, or both, or (3) where the voting rights of some investors are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. In order to determine if an entity is considered a VIE, the Company first performs a qualitative analysis, which requires certain subjective decisions regarding its assessments, including, but not limited to, the design of the entity, the variability that the entity was designed to create and pass along to its interest holders, the rights of the parties, and the purpose of the arrangement. If the Company cannot conclude after a qualitative analysis whether an entity is a VIE, it performs a quantitative analysis. The qualitative analysis considered the design of the entity, the risks that cause variability, the purpose for which the entity was created, and the variability that the entity was designed to pass along to its variable interest holders. When the primary beneficiary could not be identified through a qualitative analysis, we used internal cash flow models to compute and allocate expected losses or expected residual returns to each variable interest holder based upon the relative contractual rights and preferences of each interest holder in the VIE’s capital structure.

Use of estimates

The preparation of 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 amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties, including uncertainty in the current economic environment.

Leases

The Company determines if an arrangement is a lease or contains a lease at inception. Operating lease right-of-use assets and lease liabilities are recognized at commencement based on the present value of lease payments over the lease term. As the implicit rate is typically not readily determinable in the Company’s lease agreements, the Company uses its incremental borrowing rate as of the lease commencement date to determine the present value of the lease payments. The incremental borrowing rate is based on the Company’s specific rate of interest to borrow on a collateralized basis, over a similar term and in a similar economic environment as the lease. Lease expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recognized on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Additionally, the Company accounts for lease and non-lease components as a single lease component for its identified asset classes. As of March 31, 2025, the Company does not have any material leases for the implementation of ASC 842.

8

Cash and cash equivalents and concentration of cash

For statement of cash flows purposes, the Company considers all cash on hand and in banks, certificates of deposit with state owned banks in the PRC and banks in the United States, and other highly liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. The Company maintains large sums of cash in three major banks in China. The aggregate cash in such accounts and on hand as of March 31, 2025 and June 30, 2024 were $48,727,240 and $58,433,626, respectively. There is no insurance securing these deposits in China. In addition, the Company also had $65,489 in cash in four banks in the United States as of March 31, 2025, and $338,961 in cash in three banks in United States as of June 30, 2024. Cash overdraft as of balance sheet date will be reflected as liabilities in the balance sheet. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

Digital Assets

Digital assets are included in current assets in the condensed consolidated balance sheets. Digital assets are accounted for as indefinite-lived intangible assets and are initially measured in accordance with FASB Accounting Standards Codification (“ASC”) Topic 350 – Intangibles-Goodwill and Other. The Company measures gains or losses on the disposition of digital assets in accordance with the first-in-first-out (“FIFO”) method of accounting.

Digital assets are not amortized, but are assessed for impairment annually, or more frequently, when events or changes in circumstances occur, indicating that it is more likely than not that the indefinite-lived intangible asset is impaired. Whenever the exchange-traded price of digital asset declines below the carrying value, the Company has determined that an impairment exists and records an impairment equal to the amount by which the carrying value exceeds the fair value.

As of March 31, 2025, and June 30, 2024, the Company held Bitcoin as digital assets with amount of $0 and $53,693 respectively. Bitcoin is classified on our balance sheet as a current asset due to the Company’s ability to sell it in a highly liquid marketplace and its intent to liquidate its Bitcoin to support operations when needed.

Accounts receivable

Management regularly reviews the composition of accounts receivable and analyzes customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves at each year-end. Accounts considered uncollectible are provisioned for /written off based upon management’s assessment. As of March 31, 2025, and June 30, 2024, the Company had accounts receivable of $22,429,490 and $16,493,068, net of allowance for doubtful accounts of $28,364,739 and $22,741,696, respectively. The Company recorded bad debt expense in the amount of $7.1 million and $17.0 million for the nine months ended March 31, 2025 and 2024, respectively. The Company adopts no policy to accept product returns after the sales delivery.

Inventories

Inventory is valued at the lower of cost (determined on a weighted average basis) or market. Inventories consist of raw materials, work in process, finished goods and packaging materials. The Company reviews its inventories regularly for possible obsolete goods and establishes reserves when determined necessary. As of March 31, 2025, and 2024, the Company had no reserve for obsolete goods. The Company confirmed the loss of $2.2 million and $4.0 million of inventories for the nine months ended March 31, 2025 and 2024, respectively.

Intangible Assets

The Company records intangible assets acquired individually or as part of a group at fair value. Intangible assets with definitive lives are amortized over the useful life of the intangible asset, which is the period over which the asset is expected to contribute directly or indirectly to the entity’s future cash flows. The Company evaluates intangible assets for impairment at least annually and more often whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Whenever such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company has not recorded impairment of intangible assets as of March 31, 2025 and 2024, respectively. 

Customer deposits

Payments received before all the relevant criteria for revenue recognition are satisfied are recorded as customer deposits. When all revenue recognition criteria are met, the customer deposits are recognized as revenue. As of March 31, 2025, and June 30, 2024, the Company had customer deposits of $7,432,037 and $4,937,207, respectively.

9

Earnings per share

Basic earnings per share are computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share are computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares include outstanding stock options and stock awards.

The components of basic and diluted earnings per share consist of the following:

		Three Months Ended
		March 31,
		2025				2024
Net Loss for Basic Earnings Per Share		$	(875,223	)		$	(10,901,284	)
Basic Weighted Average Number of Shares			14,563,347				14,203,877
Net Loss Per Share – Basic		$	(0.06	)		$	(0.79	)
Net Loss for Diluted Earnings Per Share		$	(875,223	)		$	(10,901,284	)
Diluted Weighted Average Number of Shares			14,563,347				14,203,877
Net Loss Per Share – Diluted		$	(0.06	)		$	(0.79	)

		Nine Months Ended
		March 31,
		2025				2024
Net Loss for Basic Earnings Per Share		$	(7,850,097	)		$	(18,055,480	)
Basic Weighted Average Number of Shares			14,717,928				13,653,240
Net Loss Per Share – Basic		$	(0.53	)		$	(1.32	)
Net Loss for Diluted Earnings Per Share		$	(7,850,097	)		$	(18,055,480	)
Diluted Weighted Average Number of Shares			14,717,928				13,653,240
Net Loss Per Share – Diluted		$	(0.53	)		$	(1.32	)

Recent accounting pronouncements

The Company has evaluated all recently issued accounting pronouncements and does not believe any such pronouncements currently have, and does not expect such pronouncements to have, a material impact on the Condensed Consolidated Financial Statements on a prospective basis.

In December 2023, the FASB issued ASU 2023-08, Intangibles - Goodwill and Other - Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, which establishes accounting guidance for crypto assets meeting certain criteria. Bitcoin meets these criteria. The amendments require crypto assets meeting the criteria to be recognized at fair value with changes recognized in net income for each reporting period. Upon adoption, a cumulative-effect adjustment is made to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption. ASU 2023-08 is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the updated guidance to have a material impact on its disclosures.

NOTE 3 – GOING CERCERN

The Company’s financial statements are prepared assuming that the Company will continue as a going concern. The Company has incurred operating losses and had negative operating cash flows during the reporting period from July 1, 2024 through March 31, 2025 and may continue to incur operating losses and generate negative cash flows as the Company implements its future business plan. If the situation exists, there could be substantial doubts about the Company’s ability to continue as going concern.

The ability of the Company to continue as a going concern depends upon whether the Company can successfully execute its business strategies to recover from loss and eventually attain profitable operations.

The accompanying financial statements do not include any adjustments to reflect the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as going concern. 

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NOTE 4 – INVENTORIES

Inventories consisted of the following:

		March 31,				June 30,
		2025				2024
Raw materials		$	3,504,946			$	8,127,043
Supplies and packing materials		$	243,261			$	995,692
Work in progress		$	169,600			$	170,345
Finished goods		$	28,882,948			$	28,533,376
Total		$	32,800,755			$	37,826,456

The Company confirmed the loss of $2.2 million and $4.0 million of inventories for the nine months ended March 31, 2025 and 2024, respectively.

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

		March 31,				June 30,
		2025				2024
Building and improvements		$	37,020,258			$	36,999,854
Auto			2,763,903				2,711,245
Machinery and equipment			18,254,830				18,713,182
Others			-				1,502,600
Total property, plant and equipment			58,038,991				59,926,881
Less: accumulated depreciation			(45,512,071	)			(44,087,598	)
Less: impairment			-				(1,817,991	)
Total		$	12,526,920			$	14,021,292

For the nine months ended March 31, 2025, total depreciation expense was $1,598,333, decreased $274,165, or 14.6%, from $1,872,498 for the nine months ended March 31, 2024.

NOTE 6 – INTANGIBLE ASSETS AND DIGITAL ASSETS

Intangible assets consisted of the following:

		March 31,				June 30,
		2025				2024
Land use rights, net		$	7,477,833			$	7,624,558
Trademarks			5,703,078				5,688,599
Total		$	13,180,911			$	13,313,157

LAND USE RIGHT

On September 25, 2009, Yuxing was granted a land use right for approximately 88 acres (353,000 square meters or 3.8 million square feet) by the People’s Government and Land & Resources Bureau of Hu County, Xi’an, Shaanxi Province. The fair value of the related intangible asset was determined to be the respective cost of RMB73,184,895 (or $10,088,538). The intangible asset is being amortized over the grant period of 50 years using the straight-line method.

11

On August 13, 2003, Tianjuyuan was granted a certificate of Land Use Right for a parcel of land of approximately 11 acres (42,726 square meters or 459,898 square feet) at Ping Gu District, Beijing. The purchase cost was recorded at RMB1,045,950 (or $144,184). The intangible asset is being amortized over the grant period of 50 years.

On August 16, 2001, Jinong received a land use right as a contribution from a shareholder, which was granted by the People’s Government and Land & Resources Bureau of Yangling District, Shaanxi Province. The fair value of the related intangible asset at the time of the contribution was determined to be RMB7,285,099 (or $1,004,251). The intangible asset is being amortized over the grant period of 50 years.

The Land Use Rights consisted of the following:

		March 31,				June 30,
		2025				2024
Land use rights		$	11,092,789				11,064,624
Less: accumulated amortization			(3,614,956	)			(3,440,066	)
Total land use rights, net		$	7,477,833				7,624,558

TRADEMARKS

On July 2, 2010, the Company acquired Gufeng and its wholly-owned subsidiary Tianjuyuan. The preliminary fair value of the acquired trademarks was estimated to be RMB41,371,630 (or $5,703,079) and is subject to an annual impairment test.

		March 31,				June 30,
		2025				2024
Trademarks		$	5,754,679			$	5,740,068
Less: accumulated amortization			(51,601	)			(51,469	)
Total trademarks, net		$	5,703,078			$	5,688,599

AMORTIZATION EXPENSE

Estimated amortization expenses of intangible assets for the next five twelve months periods ended March 31, are as follows:

Twelve Months Ended on March 31,		Expense ($)
2026			243,806
2027			221,511
2028			221,511
2029			221,511
2030			221,511

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Digital assets

On March 13, 2023, the Company established Antaeus Tech Inc. (“Antaeus”) in the State of Delaware. In April 2023, Antaeus started to purchase digital assets mining machines and to mine Bitcoin in West Texas. As of March 31, 2025, and June 30, 2024, the Company held digital assets with the amount of $0 and $53,693, respectively. The Company’s digital assets include Bitcoin only. Digital assets are classified on our balance sheet as current assets due to the Company’s ability to sell them in a highly liquid marketplace and its intent to liquidate its digital assets to support operations when needed.

The Company adopted ASU 2023-08, which requires entities to measure crypto assets at fair value with changes recognized in the Condensed Consolidated Statements of Operations each reporting period. As of March 31, 2025, the Company did not hold any digital assets.

The following table presents a roll-forward of total digital assets (including digital assets, restricted) for the nine months ended March 31, 2025, based on the fair value model under ASU 2023-08:

		Fair Value
Beginning balance: digital assets at June 30, 2024		$	53,693
Addition of digital assets, mining proceeds			181,377
Addition of digital assets, other			-
Disposition of digital assets			(245,607	)
Realized gain (loss) on digital assets			10,536
Unrealized gain (loss) on digital assets			-
Digital assets at March 31, 2025		$	-

For the nine months ended March 31, 2025, the Company acquired $181,377 of digital assets through mining activities and disposed of $245,607 digital assets through the sale of digital assets. For the nine months ended March 31, 2025, the Company realized total gains on digital assets of $10,536.

NOTE 7 – OTHER NON-CURRENT ASSETS

Other non-current assets mainly include advance payments related to leasing land for use by the Company. As of March 31, 2025, the balance of other non-current assets was $12,389,739 and $1,883,761 was the lease fee advances for agriculture lands that the Company engaged in Shiquan County from 2027 to 2028.

In March 2017, Jinong entered into a lease agreement for approximately 3,400 mu, and 2600-hectare agriculture lands in Shiquan County, Shaanxi Province. The lease was from April 2017 and was renewable for every ten-year period up to 2066. The aggregate leasing fee was approximately RMB 13 million per annum, The Company had made 10-year advances of leasing fee per lease terms. The Company has amortized $1.4 million and $1.4 million as expenses for the nine months ended March 31, 2025 and 2024, respectively.

Estimated amortization expenses of the lease advance payments for the next three twelve-month periods ended March 31 and thereafter are as follows:

Twelve months ending March 31,
2026		$	1,850,636
2027		$	1,850,636
2028		$	33,125

NOTE 8 – ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables consisted of the following:

		March 31,				June 30,
		2025				2024
Payroll and welfare payable		$	164,664			$	164,245
Accrued expenses			11,976,351				10,312,491
Other payables			4,605,825				4,317,791
Other levy payable			115,610				115,316
Interest payable			1,141				-
Total		$	16,863,591			$	14,909,843

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NOTE 9 – AMOUNT DUE TO RELATED PARTIES

At the end of December 2015, Yuxing entered into a sales agreement with the Company’s affiliate, 900LH.com Food Co., Ltd. (“900LH.com”, previously announced as Xi’an Gem Grain Co., Ltd) pursuant to which Yuxing is to supply various vegetables to 900LH.com for its incoming seasonal sales at the holidays and year ends (the “Sales Agreement”). The contingent contracted value of the Sales Agreement is RMB25,500,000 (approximately $3,515,175). For the nine months ended March 31, 2025 and 2024, Yuxing hadn’t sold any products to 900LH.com.

The amount due from 900LH.com to Yuxing was $6,385 and $0 as of March 31, 2025 and June 30, 2024, respectively.

As of March 31, 2025, and June 30, 2024, the amount due to related parties was $5,823,574 and $5,511,053, respectively.  As of March 31, 2025, and June 30, 2024, $964,950 and $962,500, respectively were amounts that Gufeng borrowed from a related party, Xi’an Techteam Science& Technology Industry (Group) Co. Ltd., a company controlled by Mr. Zhuoyu Li, Chairman and CEO of the Company, representing unsecured, non-interest-bearing loans that are due on demand.  These loans are not subject to written agreements. As of March 31, 2025, and June 30, 2024, $2,336,693 and $2,336,693, respectively were advances from Mr. Zhuoyu Li, Chairman and CEO of the Company. The advances were unsecured and non-interest-bearing. As of March 31, 2025, and June 30, 2024, $310,000 and $0, respectively were advances from Mr. Zhibiao Pan, the former Co-CEO of the Company. The advances were unsecured and non-interest-bearing.

As of March 31, 2025, and June 30, 2024, the Company’s subsidiary, Jinong, owed 900LH.com $0.

On July 1, 2024, Jinong renewed the office lease with Kingtone Information Technology Co., Ltd. (“Kingtone Information”), of which Mr. Zhuoyu Li, Chairman and CEO of the Company, served as Chairman. Pursuant to the lease, Jinong rented 612 square meters (approximately 6,588 square feet) of office space from Kingtone Information. The lease provides for a two-year term effective as of July 1, 2024 with monthly rent of RMB28,000 (approximately $3,860).

NOTE 10 – LOAN PAYABLES

As of March 31, 2025, the short-term and long-term loan payables consisted of ten loans which mature on dates ranging from June 24, 2025 through June 13, 2027 with interest rates ranging from 3.55% to 5.00%. No. 1 to 2 below were collateralized by Tianjuyuan’s land use right and building ownership right and guaranteed by the cash deposit. No. 3 and 4 were guaranteed by Jinong. No.5 was collateralized by Kingtone Information’s building ownership right. No. 6 to 8 below were collateralized by Jinong’s land use right and building ownership right. No. 9 to 10 were collateralized by Kingtone Information’s building ownership right and guaranteed by the legal representative of Yuxing.

No.		Payee		Loan period per agreement		Interest Rate				March 31, 2025
1		Beijing Bank -Pinggu Branch		June 28, 2024-June 27, 2025			3.95	%			1,240,650
2		Beijing Bank -Pinggu Branch		July 31, 2024-June 27, 2025			3.95	%			137,850
3		Huaxia Bank -HuaiRou Branch		June 28, 2024-June 28, 2025			3.65	%			1,378,500
4		Pinggu New Village Bank		June 28, 2024-June 27, 2025			5.00	%			964,950
5		Industrial Bank Co. Ltd		July 5, 2024-July 4, 2026			3.55	%			419,064
6		Industrial Bank Co. Ltd		August 21, 2024-June 24, 2025			3.55	%			937,380
7		Xi’an Bank Co. Ltd		September 26, 2024-September 25, 2026			3.70	%			1,378,500
8		Xi’an Bank Co. Ltd		September 26, 2024-September 25, 2026			3.70	%			1,378,500
9		Chang’An Bank		June 14, 2024-June 13, 2027			4.00	%			1,964,363
10		Qinnong Bank		August 5, 2024-August 4, 2026			3.80	%			2,757,000
		Total								$	12,556,757

The interest expense from loans was $347,974 and $216,828 for the nine months ended March 31, 2025 and 2024, respectively.

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NOTE 11 – TAXES PAYABLE

Enterprise Income Tax

Effective January 1, 2008, the Enterprise Income Tax (“EIT”) law of the PRC replaced the tax laws for Domestic Enterprises (“DEs”) and Foreign Invested Enterprises (“FIEs”). The EIT rate of 25% replaced the 33% rate that was applicable to both DEs and FIEs. The two-year tax exemption and three-year 50% tax reduction tax holiday for production-oriented FIEs was eliminated. Since January 1, 2008, Jinong became subject to income tax in China at a rate of 15% as a high-tech company, because of the expiration of its tax exemption on December 31, 2007. Accordingly, it made no provision for income taxes for the nine-month period ended March 31, 2025 and 2024.

Value-Added Tax

All the Company’s fertilizer products that are produced and sold in the PRC were subject to a Chinese Value-Added Tax (VAT) of 9% of the gross sales price. On April 29, 2008, the PRC State of Administration of Taxation (SAT) released Notice #56, “Exemption of VAT for Organic Fertilizer Products”, which allows certain fertilizer products to be exempt from VAT beginning June 1, 2008. The Company submitted the application for exemption in May 2009, which was granted effective September 1, 2009, continuing through March 31, 2015. On August 10, 2015 and August 28, 2015, the SAT released Notice #90. “Reinstatement of VAT for Fertilizer Products”, and Notice #97, “Supplementary Reinstatement of VAT for Fertilizer Products”, which restore the VAT of 13% of the gross sales price on certain fertilizer products includes non-organic fertilizer products starting from September 1, 2015, but granted taxpayers a reduced rate of 3% from September 1, 2015 through June 30, 2016.

On April 28, 2017, the PRC State of Administration of Taxation (SAT) released Notice 2017 #37, “Notice on Policy of Reduced Value Added Tax Rate,” under which, effective July 1, 2017, all the Company’s fertilizer products that are produced and sold in the PRC are subject to a Chinese Value-Added Tax (VAT) of 11% of the gross sales price. The tax rate was reduced by 2% from 13%.

On April 4, 2018, the PRC State of Administration of Taxation (SAT) released Notice 2018 #32, “Notice on Adjustment of VAT Tax Rate,” under which, effective May 1, 2018, all the Company’s fertilizer products that are produced and sold in the PRC are subject to a Chinese Value-Added Tax (VAT) of 10% of the gross sales price. The tax rate was reduced by 1% from 11%.

On March 20, 2019, the PRC State of Administration of Taxation (SAT) released Notice 2019 #39, “Announcement on Policies Concerning Deepening the Reform of Value Added Tax,” under which, effective April 1, 2019, all the Company’s fertilizer products that are produced and sold in the PRC are subject to a Chinese Value-Added Tax (VAT) of 9% of the gross sales price. The tax rate was reduced by 1% from 10%.

Income Taxes and Related Payables

		March 31,				June 30,
		2025				2024
VAT provision		$	(783,267	)		$	(692,476	)
Income tax payable			(2,133,175	)			(2,127,759	)
Other levies			603,625				590,875
Repatriation tax			29,010,535				29,010,535
Total		$	26,697,718			$	26,781,175

The provision for income taxes consists of the following:

		March 31,				March 31,
		2025				2024
Current tax		$	(49,527	)		$	(10,828	)
Deferred tax			-				-
Total		$	(49,527	)		$	(10,828	)

Significant components of deferred tax assets were as follows:

		March 31,				June 30,
		2025				2024
Deferred tax assets
Deferred tax benefit			32,935,924				32,804,190
Valuation allowance			(32,377,926	)			(32,295,719	)
Total deferred tax assets		$	557,998			$	508,471

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Tax Rate Reconciliation

Our effective tax rates were approximately 0.6% and 0.1% for the nine months ended March 31, 2025 and 2024, respectively. Substantially all the Company’s income before income taxes and related tax expense are from PRC sources. Actual income tax benefit reported in the consolidated statements of operations and comprehensive income (loss) differ from the amounts computed by applying the US statutory income tax rate of 21.0% to income before income taxes for the nine months ended March 31, 2025 and 2024 for the following reasons:

March 31, 2025

		China 15% - 25%								United States 21%								Total
Pretax loss		$	(6,257,263	)							(1,642,362	)							(7,899,624	)
Expected income tax expense (benefit)			(1,564,316	)			25.0	%			(344,896	)			21.0	%			(1,909,212	)
High-tech income benefits on Jinong			-				-				-								-
Losses from subsidiaries in which no benefit is recognized			1,514,789				-24.2	%			-								1,514,789
Change in valuation allowance on deferred tax assets from US tax benefit			-				-				344,896				-21.0	%			344,896
Actual tax expense		$	(49,527	)			0.8	%			-				-				(49,527	)			0.6	%

March 31, 2024

		China 15% - 25%								United States 21%								Total
Pretax loss		$	(15,060,332	)							(3,005,976	)							(18,066,308	)
Expected income tax expense (benefit)			(3,765,083	)			25.0	%			(631,255	)			21.0	%			(4,396,338	)
High-tech income benefits on Jinong			-				-				-								-
Losses from subsidiaries in which no benefit is recognized			3,754,255				-24.9	%			-								3,754,255
Change in valuation allowance on deferred tax assets from US tax benefit			-				-				631,255				-21.0	%			631,255
Actual tax expense		$	(10,828	)			0.1	%			-				-				(10,828	)			0.1	%

NOTE 12 – SHAREHOLDERS’ EQUITY

Common Stock

There were no shares of common stock issued during the nine months ended March 31, 2025 and March 31, 2024.

On April 23, 2025, the Company issued 1,323,376 shares of common stock to certain key employees pursuant to the Company’s 2023 Equity Incentive Plan.

As of July 10, 2025, there were 16,116,914 shares issued and 15,770,934 shares outstanding, compared to 14,793,538 shares issued and 14,793,538 shares outstanding as of June 30, 2024.

Preferred Stock

Under the Company’s Articles of Incorporation, the Board has the authority, without further action by stockholders, to designate up to 20,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges, qualifications and restrictions granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption, liquidation preference and sinking fund terms, any or all of which may be greater than the rights of the common stock. If the Company sells preferred stock under its registration statement on Form S-3, it will fix the rights, preferences, privileges, qualifications and restrictions of the preferred stock of each series in the certificate of designation relating to that series and will file the certificate of designation that describes the terms of the series of preferred stock the Company offers before the issuance of the related series of preferred stock.

As of March 31, 2025, the Company has 20,000,000 shares of preferred stock authorized, with a par value of $.001 per share, of which no shares are issued or outstanding.

Share Repurchase Program

On January 21, 2025, the Board of Directors of the Company approved a share repurchase program authorizing up to 2,000,000 shares of its common stock, at a price not exceeding $3.00 per share. The Plan is designed to enhance shareholder value, optimize the Company’s capital structure, utilize excess cash in a tax-efficient manner, and signal management’s confidence in the Company’s long-term prospects. The repurchase program is expected to be completed by the end of 2025. Under the plan, the Company may repurchase shares from time to time through open market purchases, privately negotiated transactions, or other methods, in compliance with applicable securities laws.

16

We repurchased the following shares of common stock under the share repurchase program:

Period		Total Number of Shares Purchased				Average Price Paid Per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans				Maximum Number of Shares That May Not Yet Be Purchased Under the Plans of Programs				Dollar Value
January 1, 2025 to January 31, 2025			181,742			$	1.03				181,742				1,818,258			$	187,122
February 1, 2025 to February 28, 2025			164,238				1.29				164,238				1,653,020				211,404
March 1, 2025 to March 31, 2025			-				-				-				-				-
Total			345,980			$	1.15				345,980			$	1,653,020			$	398,526

During the nine months ended March 31, 2025, the Company repurchased 345,980 shares of its common stock under an authorized share repurchase program for $398,526. All repurchases were made using cash resources. All shares repurchased were under the share repurchase program approved on January 21, 2025.

During the nine months ended March 31, 2024, the Company did not repurchase any common stock.

NOTE 13 – CONCENTRATIONS AND LITIGATION

Market Concentration

Most of the Company’s revenue-generating operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC’s economy.

The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among other things, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by, among other things, changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation.

Vendor and Customer Concentration

None of the vendors accounted for over 10% of the Company’s purchase of raw materials and supplies for the nine months ended March 31, 2025 and 2024.

None of the customers accounted for over 10% of the Company’s sales for the nine months ended March 31, 2025 and 2024.

Litigation

On May 28, 2024, an individual commenced a lawsuit in Texas state court against the Company and its former co-CEO, Mr. Zhibiao Pan. The individual alleges that the Company used funds he stored in cryptocurrency wallets operated by entities related to Mr. Pan to purchase cryptocurrency mining sites. The Company has moved to dismiss the lawsuit, in which motion is pending.

There are no other actions, suits, proceedings, inquiries or investigations before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

NOTE 14 – SEGMENT REPORTING

As of March 31, 2025, the Company was organized into four main business segments based on location and product: Jinong (fertilizer production), Gufeng (fertilizer production), Yuxing (agricultural products production) and Antaeus (Bitcoin). Each of the four operating segments referenced above has separate and distinct general ledgers. The chief operating decision maker (“CODM”) receives financial information, including revenue, gross margin, operating income and net income produced from the various general ledger systems to make decisions about allocating resources and assessing performance; however, the principal measure of segment profitability or loss used by the CODM is net income by segment.

17

		Three Months Ended				Three Months Ended				Nine Months Ended				Nine Months Ended
		March 31, 2025				March 31, 2024				March 31, 2025				March 31, 2024
Revenues from unaffiliated customers:
Jinong		$	6,645,870			$	7,534,076			$	20,231,251			$	23,634,474
Gufeng			15,674,534				22,544,062				28,867,388				41,174,493
Yuxing			2,465,314				2,467,916				7,218,409				7,262,819
Antaeus			-				392,263				181,746				1,064,507
Consolidated		$	24,785,718			$	32,938,317			$	56,498,794			$	73,136,293
Operating loss:
Jinong		$	(1,982,076	)		$	(3,081,511	)		$	(5,310,209	)		$	(3,587,057	)
Gufeng			1,786,127				(7,366,951	)			(593,131	)			(10,460,423	)
Yuxing			193,484				139,072				633,491				(1,005,290	)
Antaeus			(1,215	)			5,398				(245,776	)			(88,619	)
Reconciling item (1)			(595,543	)			(667,294	)			(1,641,228	)			(3,005,987	)
Consolidated		$	(599,223	)		$	(10,971,286	)		$	(7,156,853	)		$	(18,147,376	)
Net loss:
Jinong		$	(2,017,485	)		$	(3,078,870	)		$	(5,349,938	)		$	(3,509,256	)
Gufeng			1,584,662				(7,406,821	)			(1,152,563	)			(10,586,404	)
Yuxing			155,235				230,907				481,080				(913,113	)
Antaeus			(960	)			20,794				(186,315	)			(40,732	)
Reconciling item (1)			-				-				-				12
Reconciling item (2)			(596,675	)			(667,294	)			(1,642,361	)			(3,005,987	)
Consolidated		$	(875,223	)		$	(10,901,284	)		$	(7,850,097	)		$	(18,055,480	)
Depreciation and Amortization:
Jinong		$	190,714			$	193,079			$	577,218			$	572,897
Gufeng			178,629				183,444				545,030				549,055
Yuxing			188,594				189,812				568,677				561,453
Antaeus			-				125,130				192,466				350,347
Consolidated		$	557,937			$	691,465			$	1,883,391			$	2,033,752
Interest expense:
Jinong		$	36,689			$	35,530			$	112,471			$	91,046
Gufeng			38,153				39,931				113,360				125,782
Yuxing			45,820				-				121,003				-
Antaeus			-				-				-				-
Consolidated		$	120,662			$	75,461			$	346,834			$	216,828
Capital Expenditure:
Jinong		$	837			$	9,037			$	57,916			$	50,861
Gufeng			-				180				-				180
Yuxing			(522	)			34,630				187,448				97,370
Antaeus			-				-				-				1,502,600
Consolidated		$	315			$	43,847			$	245,364			$	1,651,011

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		As of
		March 31,				June 30,
		2025				2024
Identifiable assets:
Jinong		$	62,292,063			$	72,411,611
Gufeng			40,354,516				39,063,187
Yuxing			43,565,764				40,535,883
Antaeus			1,573,976				1,612,177
Reconciling item (1)			14,912,602				9,454,754
Reconciling item (2)			169,071				169,071
Consolidated		$	162,867,992			$	163,246,683

(1) Reconciling amounts refers to the unallocated assets or expenses of Green New Jersey.

(2) Reconciling amounts refers to the unallocated assets or expenses of the Parent Company.

NOTE 15 – COMMITMENTS AND CONTINGENCIES

We are subject to various claims and contingencies related to lawsuits, certain taxes and environmental matters, as well as commitments under contractual and other commercial obligations. We recognize liabilities for commitments and contingencies when a loss is probable and estimable.

On July 1, 2024, Jinong renewed the office lease with Kingtone Information Technology Co., Ltd. (“Kingtone Information”), of which Mr. Zhuoyu Li, Chairman and CEO of the Company, served as Chairman. Pursuant to the lease, Jinong rented 612 square meters (approximately 6,588 square feet) of office space from Kingtone Information. The lease provides for a two-year term effective as of July 1, 2024 with monthly rent of RMB28,000 (approximately $3,860).

In February 2004, Tianjuyuan signed a fifty-year rental agreement with the village committee of Dong Gao Village and Zhen Nan Zhang Dai Village in the Beijing Ping Gu District.

On April 2, 2023, Antaeus signed a one-year rental agreement for an office in Austin, Texas for approximately 404 square meters (4,348 square feet) space.

Accordingly, the Company recorded an aggregate of $41,558 and $42,018 as rent expenses from these committed property leases for the nine-month periods ended March 31, 2025 and 2024, respectively. The contingent rent expenses for the next five twelve-month periods ended March 31 are as follows:

Years ending March 31,
2026		$	55,411
2027			55,411
2028			55,411
2029			55,411
2030			55,411

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NOTE 16 – VARIABLE INTEREST ENTITIES

In accordance with accounting standards regarding consolidation of variable interest entities, VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. All VIEs with which a company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

Green Nevada through one of its subsidiaries, Jinong, entered into a series of agreements (the “VIE Agreements”) with Yuxing for it to qualify as a VIE, effective June 16, 2013.

The Company has concluded, based on the contractual arrangements, that Yuxing is a VIE and that the Company’s wholly owned subsidiary, Jinong, absorbs most of the risk of loss from the activities of Yuxing, thereby enabling the Company, through Jinong, to receive a majority of Yuxing expected residual returns.

On June 30, 2016 and January 1, 2017, the Company, through its wholly owned subsidiary Jinong, entered into strategic acquisition agreements and into a series of contractual agreements to qualify as VIEs with the shareholders of the sales VIE Companies.

Jinong, the sales VIE Companies, and the shareholders of the sales VIE Companies also entered into a series of contractual agreements for the sales VIE Companies to qualify as VIEs (the “VIE Agreements”).

On November 30, 2017, the Company, through its wholly owned subsidiary Jinong, exit the VIE agreements with the shareholders of Zhenbai.

On June 2, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Xindeguo, Xinyulei and Xiangrong.

On December 1, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Lishijie.

On December 31, 2021, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Fengnong.

On March 31, 2022, the Company, through its wholly owned subsidiary Jinong, discontinued the strategic acquisition agreements and the series of contractual agreements with the shareholders of Jinyangguang and Wangtian.

As a result of these contractual arrangements, with Yuxing and the sales VIE Companies the Company is entitled to substantially all the economic benefits of Yuxing and the VIE Companies. The following financial statement amounts and balances of the VIE (Yuxing) were included in the accompanying consolidated financial statements as of March 31, 2025 and June 30, 2024:

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		March 31,				June 30,
		2025				2024
ASSETS
Current assets
Cash and cash equivalents		$	533,124			$	668,213
Accounts receivable, net			420,800				451,599
Inventories			25,708,951				24,739,437
Inter co trans			4,693,630				2,062,500
Other current assets			107,894				98,636
Total current assets			31,464,399				28,020,385
Non-current assets
Plant, property and equipment, net			5,157,088				5,437,909
Intangible assets, net			6,944,277				7,077,589
Total non-current assets			12,101,365				12,515,498
Total assets		$	43,565,764			$	40,535,883
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable		$	12,517			$	12,485
Customer deposits			7,936				19,609
Accrued expenses and other payables			210,759				201,229
Amount due to related parties			40,412,673				40,511,642
Short-term loan			482,475				206,250
Total current liabilities			41,126,360				40,951,215
Non-current liabilities
Long-term loan			4,238,888				1,856,250
Total non-current liabilities			4,238,888				1,856,250
Total liabilities		$	45,365,248			$	42,807,465
Stockholders’ equity			(1,799,484	)			(2,271,582	)
Total liabilities and stockholders’ equity		$	43,565,764			$	40,535,883

		Three Months Ended March 31,
		2025				2024
Revenue		$	2,465,314			$	2,467,914
Expenses			2,310,078				2,237,007
Net income		$	155,236			$	230,907

		Nine Months Ended March 31,
		2025				2024
Revenue		$	7,218,408			$	7,262,818
Expenses			6,737,327				8,175,931
Net income (loss)		$	481,081			$	(913,113	)

21

NOTE 17 – SUBSEQUENT EVENTS

Effective April 9, 2025, Mr. Daqing Zhu resigned from his position as a director of the Company. Consequently, he also resigned from his positions as Chairman of our Audit Committee, a member of our Nominating Committee, and a member of our Compensation Committee. The Board of Directors (the “Board”) accepted Mr. Zhu’s resignation.

Effective April 10, 2025, the Board, upon the recommendation of its Nominating Committee, appointed Mr. Tianping Cai to serve as a director on the Board of Directors of the Company. Mr. Cai has been appointed as Chairman of the Audit Committee and will also serve as a member of the Nominating Committee and the Compensation Committee of the Company’s Board. Mr. Cai has served as the Financial Director of Hong Kong Haoming International Group Limited, a medical device company based in Hong Kong, since 2024. From 2019 to 2023, he served as Director of Risk Management & Control at Sanya East Coast Real Estate Development Co., Ltd. Prior to that, from 2015 to 2019, he was an Internal Auditor at the same company. From 2013 to 2016, Mr. Cai was a Financial Accountant at Sanya Huali Real Estate Development Co., Ltd.

On June 13, 2025, the Company and Mr. Zhibiao Pan entered into a Mutual Rescission Agreement terminating the Stock Purchase Agreement originally executed on December 27, 2023. Consequently, the acquisition of Lonestar Dream Inc. was terminated.

On June 23, 2025, the Board of the Company, upon the recommendation of its Nominating Committee, appointed Mr. Jian Huang, a current member of the Board and the Company’s Executive Vice President, as Co-Chief Executive Officer of the Company, effective immediately. In his new role, Mr. Huang will lead the Company’s expansion into the blockchain and cryptocurrency sectors. Mr. Huang is an experienced investor in blockchains and crypto currencies. In 2017, he founded ChainVC, a digital asset fund focusing on the blockchain industry, and invested in a series of blockchain companies and digital asset funds including BitFund. Mr. Huang received an EMBA degree from the Guanghua School of Management of Peking University in 2018.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those financial statements appearing elsewhere in this report. This discussion and analysis contain forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as the slow-down of the macro-economic environment in China and its impact on economic growth in general, the competition in the fertilizer industry and the impact of such competition on pricing, revenues and margins, the weather conditions in the areas where our customers are based, the cost of attracting and retaining highly skilled personnel, the prospects for future acquisitions, and the factors set forth elsewhere in this report, our actual results may differ materially from those anticipated in these forward-looking statements. With these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this report will in fact occur. You should not place undue reliance on the forward-looking statements contained in this report.

The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by U.S. federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Further, the information about our intentions contained in this report is a statement of our intention as of the date of this report and is based upon, among other things, the existing regulatory environment, industry conditions, market conditions and prices, and our assumptions as of such date. We may change our intentions, at any time and without notice, based upon any changes in such factors, in our assumptions or otherwise.

Unless the context indicates otherwise, as used in the notes to the financial statements of the Company, the following are the references herein of all the subsidiaries of the Company (i) Green Agriculture Holding Corporation (“Green New Jersey”), a wholly-owned subsidiary of Green Nevada incorporated in the State of New Jersey; (ii) Shaanxi TechTeam Jinong Humic Acid Product Co., Ltd. (“Jinong”), a wholly-owned subsidiary of Green New Jersey organized under the laws of the PRC; (iii) Xi’an Hu County Yuxing Agriculture Technology Development Co., Ltd. (“Yuxing”), a Variable Interest Entity in the PRC (“VIE”) controlled by Jinong through contractual agreements; (iv) Beijing Gufeng Chemical Products Co., Ltd., a wholly-owned subsidiary of Jinong in the PRC (“Gufeng”); (v) Beijing Tianjuyuan Fertilizer Co., Ltd., Gufeng’s wholly-owned subsidiary in the PRC (“Tianjuyuan”). Yuxing may also collectively be referred to as the “the VIE Company”, and (vi)Antaeus Tech, Inc. (“Antaeus”), a wholly-owned subsidiary of Green Nevada incorporated in the State of Delaware.

Unless the context otherwise requires, all references to (i) “PRC” and “China” are to the People’s Republic of China; (ii) “U.S. dollar,” “$” and “US$” are to United States dollars; and (iii) “RMB”, “Yuan” and Renminbi are to the currency of the PRC or China.

Overview

We are engaged in the research, development, production, and sale of various types of fertilizers, agricultural products and Bitcoin in the PRC and United State through our wholly owned Chinese subsidiaries, Jinong and Gufeng (including Gufeng’s subsidiary Tianjuyuan), Yuxing, a VIE associated with Jinong, and our wholly owned U.S. subsidiary Antaeus. Our primary business is fertilizer products, specifically humic-acid based compound fertilizer produced by Jinong and compound fertilizer, blended fertilizer, organic compound fertilizer, slow-release fertilizer, highly concentrated water-soluble fertilizer, and mixed organic-inorganic compound fertilizer produced by Gufeng. In addition, through Yuxing, we develop and produce various agricultural products, such as top-grade fruits, vegetables, flowers and colored seedlings. Besides, we engaged in the mining of digital assets Bitcoin through Antaeus. For financial reporting purposes, our operations are organized into four business segments: fertilizer products (Jinong), fertilizer products (Gufeng), agricultural products (Yuxing), and Bitcoin (Antaeus).

The fertilizer business conducted by Jinong and Gufeng generated approximately 86.9% and 88.6% of our total revenues for the nine months ended March 31, 2025 and 2024, respectively. Yuxing generated 12.8% and 9.9% of our revenues for the nine months ended March 31, 2025 and 2024, respectively. Yuxing serves as a research and development base for our fertilizer products. Antaeus generated 0.3% and 1.5% of our revenues for the nine months ended March 31, 2025 and 2024, respectively.

Fertilizer Products

As of March 31, 2025, we had developed and produced a total of 119 different fertilizer products in use, of which 81 were developed and produced by Jinong, 38 by Gufeng.

23

Below is a table that shows the metric tons of fertilizer sold by Jinong and Gufeng and the revenue per ton for the periods indicated:

		Three Months Ended
		March 31,								Change 2024 to 2025
		2025				2024				Amount				%
			(metric tons)
Jinong			7,915				6,339				1,576				24.9	%
Gufeng			31,901				45,506				(13,604	)			-29.9	%
			39,816				51,845				(12,028	)			-23.2	%

		Three Months Ended March 31,
		2025				2024
		(revenue per tons)
Jinong		$	867			$	1,183
Gufeng			493				494

		Nine Months Ended
		March 31,								Change 2024 to 2025
		2025				2024				Amount				%
			(metric tons)
Jinong			28,271				21,087				7,184				34.1	%
Gufeng			58,581				83,184				(24,603	)			-29.6	%
			86,852				104,271				(17,419	)			16.7	%

		Nine Months Ended March 31,
		2025				2024
		(revenue per tons)
Jinong		$	730			$	1,116
Gufeng			496				492

For the three months ended March 31, 2025, we sold approximately 39,816 tons of fertilizer products, as compared to 51,845 metric tons for the three months ended March 31, 2024. For the three months ended March 31, 2025, Jinong sold approximately 7,915 metric tons of fertilizer products, as compared to 6,339 metric tons for the three months ended March 31, 2024. For the three months ended March 31, 2025, Gufeng sold approximately 31,901 metric tons of fertilizer products, as compared to 45,506 metric tons for the three months ended March 31, 2024.

For the nine months ended March 31, 2025, we sold approximately 86,852 metric tons of fertilizer products, as compared to 104,271 metric tons for the nine months ended March 31, 2024. For the nine months ended March 31, 2025, Jinong sold approximately 28,271 metric tons of fertilizer products, an increase of 7,184 metric tons, or 34.1%, as compared to 21,087 metric tons for the nine months ended March 31, 2024. For the nine months ended March 31, 2025, Gufeng sold approximately 58,581 metric tons of fertilizer products, a decrease of 24,603 metric tons, or 29.6% as compared to 83,184 metric tons for the nine months ended March 31, 2024.

24

Our sales of fertilizer products to customers in five provinces within China accounted for approximately 77.4% of our fertilizer revenue for the three months ended March 31, 2025. Specifically, the provinces and their respective percentage contributing to our fertilizer revenues were Hebei (35.2%), Heilongjiang (13.4%), Liaoning (12.2%), Inner Mongolia (12.0%), and Shaanxi (4.6%).

As of March 31, 2025, we had a total of 637 distributors covering 22 provinces, 4 autonomous regions and 4 central government-controlled municipalities in China. Jinong had 609 distributors in China. Jinong’s sales are not dependent on any single distributor or any group of distributors. Jinong’s top five distributors accounted for 29.4% of its fertilizer revenues for the three months ended March 31, 2025. Gufeng had 28 distributors, including some large state-owned enterprises. Gufeng’s top five distributors accounted for 48.4% of its revenues for the three months ended March 31, 2025.

Agricultural Products

Through Yuxing, we develop, produce and sell high-quality flowers, green vegetables and fruits to local marketplaces and various horticulture and planting companies. We also use certain of Yuxing’s greenhouse facilities to conduct research and development activities for our fertilizer products. The three PRC provinces and municipalities that accounted for 89.6% of our agricultural products revenue for the three months ended March 31, 2025 were Shaanxi (84.2%), Beijing (2.8%), and Ningxia (2.6%).

Digital Assets Bitcoin

In March 2023, we established Antaeus Tech Inc. (“Antaeus”) and purchased mining machines to mine digital assets Bitcoin in the State of Texas. Through Antaeus, we expanded our activities in the mining of digital assets Bitcoin.

Recent Developments

New Products

During the three months ended March 31, 2025, Jinong launched 10 fertilizer products and added 4 distributors.

Cash Flows through Corporate Organization 

We are a holding company, and we conduct most of our operations through our PRC subsidiaries, the VIE and one subsidiary in the United States. We plan to diversify our operations further in the future. For instance, we are currently working on integrating assets in the United States, which is part of our broader strategy to expand our global presence and operational capabilities. Cash is transferred through our organization in the following manner: (1) Within our corporate structure, the cross-border transfer of funds from the Company to its Chinese subsidiaries and controlled entities follows the laws and regulations of the PRC. The Company may make loans to its PRC subsidiaries subject to the approval, registration, and filing with governmental authorities and limitation of amount, or we may make additional capital contributions to our wholly foreign-owned subsidiaries in China; (2) the Company paid a dividend to its shareholders of $ 0.10 per share in 2015, and has paid none since then; (3) The Company relies on dividends and other distributions on equity paid by its PRC subsidiaries for its cash needs, to service any debt it may incur and to pay its operating expenses. For the operating companies in the PRC, they will first transfer funds to Green New Jersey in accordance with applicable laws and regulations of the PRC, and then Green New Jersey will transfer legally available funds to the Company. The Company may then distribute dividends to its shareholders in proportion to their respective shareholdings. The PRC Enterprise Income Tax Law and its implementing rules provide those dividends paid by a PRC entity to a nonresident enterprise for income tax purposes is subject to PRC withholding tax at a rate of 10%, subject to reduction by an applicable tax treaty with China. The Company and its subsidiaries generate and retain cash generated from operating activities and re-invest it in our business. (4) The ability of our entities in the PRC to distribute dividends is based upon their distributable earnings. Current PRC regulations permit companies to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. We currently do not have our own cash management policy and procedures that dictate how funds are transferred.

For the years ended June 30, 2022, 2023, 2024, and the period from July 1, 2024 to March 31, 2025, no assets other than cash were transferred between the Company and subsidiaries or the VIE, no subsidiaries paid dividends or made other distributions to the Company, and no dividends or distributions were paid to investors. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

25

For the years ended June 30, 2022, 2023, 2024, and the period from July 1, 2024 to March 31, 2025, Jinong provided loans of RMB 277,008,108 (or $42,887,780), RMB 58,405,570 (or $8,398,020), RMB 62,590,553 (or $8,692,388), and RMB 32,362,000 (or $4,490,982), respectively, to Gufeng, and received repayments of RMB 50,248,138 (or $7,779,668), RMB 642,570 (or $92,394), RMB 16,329,813 (or $2,267,835), and RMB 60,970,500 (or $8,461,079), respectively.

For the years ended June 30, 2022, 2023, 2024, and the period from July 1, 2024 to March 31, 2025, Jinong provided loans of RMB 20,110,000 (or $3,113,531), RMB 5,310,000 (or $763,514), RMB 10,100,000 (or $1,402,658), and RMB 15,620,000 ($2,167,639) respectively, to Yuxing, and received repayments of RMB 5,100,000 (or $789,608), RMB 1,800,000 (or $258,818), RMB 1,000,000 (or $138,877), and RMB 16,038,633 (or $2,225,734) respectively.

For the year ended June 30, 2024, Yuxing provided a loan of RMB 15,000,000 (or $2,083,155) to Gufeng. For the period from July 1, 2024, to March 31, 2025, Yuxing provided an additional loan of RMB 20,000,000 (or $2,775,466) to Gufeng. There were no other transactions between Yuxing and Jinong during the period from fiscal year 2022 through March 31, 2025.

For the years ended June 30, 2022, 2023, 2024, and the period from July 1, 2024 to March 31, 2025, Gufeng provided loans of RMB 3,872,772 (or $599,602), RMB 3,289,924 (or $473,052), RMB 10,670,066 (or $1,481,827), and RMB 590,815 (or $81,989), respectively, to Tianjuyuan, and received repayments of RMB 3,340,000 (or $517,116), RMB 2,895,550 (or $416,345), RMB 10,000,000 (or $1,388,770), and RMB 380,000 (or $52,734), respectively.

For the year ended June 30, 2022, a disposal consideration of RMB 8,500,000 (or $1,316,013) was paid by Wangtian (a discontinued entity) to Jinong.

For the year ended June 30, 2022, a disposal consideration of RMB 8,750,000 (or $1,354,719) was paid by Fengnong (a discontinued entity) to Jinong.

For the year ended June 30, 2022, a disposal consideration of RMB 3,200,000 (or $495,440) was paid by Jinyangguang (a discontinued entity) to Jinong.

For the year ended June 30, 2022, a disposal consideration of RMB 3,500,000 (or $541,888) was paid by Lishijie (a discontinued entity) to Jinong.

For the years ended June 30, 2022, 2023, 2024, and the period from July 1, 2024 to March 31, 2025, there were no asset transfers between the holding company and its subsidiaries in China.

For the year ended June 30, 2023, the holding company:

(i) provided a capital contribution of $3,001,000 to Antaeus,
(ii) reimbursed $7,500 to Antaeus for expenses paid by Antaeus on its behalf, and
(iii) received an interest-free loan of $50,000 from Antaeus.

No other asset transfers occurred between the holding company and Antaeus during the period from fiscal year 2022 through March 31, 2025.

26

Risks Related to Doing Business in the PRC

Substantially most of our assets and operations are in the PRC, and substantially most of our revenue is sourced from the PRC. Accordingly, our results of operations and financial position are subject to a significant degree to economic, political and legal developments in the PRC, including the following risks:

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.

As a business operating in China, we are subject to the laws and regulations of the PRC, which can be complex and which evolve rapidly. We are organized not as a Chinese operating company but as a Nevada holding company with operations conducted by our subsidiaries and through contractual arrangements with a variable interest entity (VIE) based in China. This structure (a Nevada corporation with operations conducted by a Chinese VIE) involves unique risks to investors. To our knowledge, this structure and the contracts with VIE have not been tested in court. The VIE structure is used to provide investors with exposure to foreign investment in China-based companies where Chinese law generally prohibits direct foreign investment in local operating companies. Our shareholders may never hold equity interests in the Chinese operating companies. It is possible that those Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our operations and a material change in the value of our Common Stock, including a potentially significant decline (or, in some cases, becoming worthless). As noted, these risks could result in a material change in our operations and the value of our securities and 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.

The PRC government has the power to exercise significant oversight and discretion over the conduct of our business, and the regulations to which we are subject may change rapidly and with little notice to us or our shareholders. As a result, there remain uncertainties regarding the application, interpretation, and enforcement of new and existing laws and regulations in the PRC. Compliance with the complex and evolving PRC laws, regulations, and regulatory statements may be costly, and such compliance or any associated inquiries or investigations or any other government actions may: 

● Delay or impede our development,

● Results in negative publicity or increase our operating costs,

● Require significant management time and attention, and

● Subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.

27

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, that restrict or otherwise unfavorably impact the ability or manner in which we conduct our business and could require us to change certain aspects of our business to ensure compliance, could decrease demand for our products, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease the value of our securities.

The PRC government may intervene or influence our operations in China, which may potentially result in a material adverse effect on our operations. For example, the government of the PRC has recently published new policies that significantly affect certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely affect our business, financial condition and results of operations.

Recently, the Chinese government initiated a series of regulatory actions and statements to regulate business operations in China, including enhanced supervision over China-based companies listed outside of China using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, on July 6, 2021, the relevant PRC government authorities made public the Opinions on Intensifying Crack-Down on Illegal Securities Activities. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. On November 14, 2021, the Cyberspace Administration of China (the “CAC”) released the draft Administrative Regulations on Cyber Data Security (the “Draft Cyber Data Security Regulations”) for public comments, which requires, among others, that a prior cybersecurity review should be required for listing abroad of data processors which process over one million users’ personal information, and the listing of data processors in Hong Kong which affects or may affect national security.

While the Company has not engaged in securities offerings outside China, has no present intention to do so, and is not in the data processing business, it is possible that similar initiatives in the future could adversely affect the Company’s business The Chinese government may further promulgate relevant laws, rules and regulations that may impose additional and significant obligations and liabilities on overseas listed Chinese companies regarding data security, cross-border data flow, anti-monopoly and unfair competition, and compliance with China’s securities laws. It is uncertain whether or how these new laws, rules and regulations and the interpretation and implementation thereof may affect us.

The Uyghur Forced Labor Prevention Act prohibits the import of certain goods from the Xinjiang Uyghur Autonomous Region of China. While the Company has operations in the Xinjiang Uyghur Autonomous Region, none of its products are imported into the United States, so that law should have no effect on the Company.

At present, these statements and regulatory actions have had no impact on our daily business operations. Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our business operations. 

28

 Results of Operations

Three Months ended March 31, 2025 Compared to the Three Months ended March 31, 2024.

		2025				2024				Change $				Change %
Sales
Jinong		$	6,645,870			$	7,534,076				(888,206	)			-11.8	%
Gufeng			15,674,534				22,544,062				(6,869,528	)			-30.5	%
Yuxing			2,465,314				2,467,916				(2,602	)			-0.1	%
Antaeus			-				392,263				(392,263	)			-100.0	%
Net sales			24,785,718				32,938,317				(8,152,599	)			-24.8	%
Cost of goods sold
Jinong			4,115,700				4,510,800				(395,100	)			-8.8	%
Gufeng			13,697,237				19,759,666				(6,062,429	)			-30.7	%
Yuxing			2,013,477				2,096,025				(82,548	)			-3.9	%
Antaeus			-				230,916				(230,916	)			-100.0	%
Cost of goods sold			19,826,414				26,597,407				(6,770,993	)			-25.5	%
Gross profit			4,959,304				6,340,910				(1,381,606	)			-21.8	%
Operating expenses
Selling expenses			1,716,374				1,855,189				(138,815	)			-7.5	%
General and administrative expenses			3,842,153				15,457,007				(11,614,854	)			-75.1	%
Change in fair value of Bitcoin			-				-				-				-
Total operating expenses			5,558,527				17,312,196				(11,753,669	)			-67.9	%
Loss from operations			(599,223	)			(10,971,286	)			10,372,063				-94.5	%
Other income (expense)
Other income (expense)			(179,827	)			108,443				(288,270	)			-265.8	%
Interest income			25,374				42,547				(17,172	)			-40.4	%
Interest expense			(121,802	)			(75,461	)			(46,341	)			61.4	%
Total other income (expense)			(276,255	)			75,529				(351,784	)			-465.8	%
Loss before income taxes			(875,478	)			(10,895,757	)			10,020,279				-92.0	%
Provision for income taxes			(255	)			5,527				(5,783	)			-104.6	%
Net loss			(875,223	)			(10,901,284	)			10,026,062				-92.0	%
Other comprehensive loss
Foreign currency translation gain (loss)			670,071				(2,163,484	)			2,833,555				-131.0	%
Comprehensive loss		$	(205,152	)		$	(13,064,767	)			12,859,616				-98.4	%

29

 Net Sales

Total net sales for the three months ended March 31, 2025 were $24,785,718, a decrease of $8,152,599 or 24.8%, from $32,938,317 for the three months ended March 31, 2024. This decrease was mainly due to the decrease for Jinong and Gufeng’s net sales.

For the three months ended March 31, 2025, Jinong’s net sales decreased $888,206, or 11.8%, to $6,645,870 from $7,534,076 for the three months ended March 31, 2024. This decrease was mainly due to Jinong’s lower unit sales price in the last three months. Jinong’s revenue per ton is approximately $867 for the three months ended March 31, 2025, decreased 316 tons or 26.7%, as compared to 1,183 for the three months ended March 31, 2024.

For the three months ended March 31, 2025, Gufeng’s net sales were $15,674,534, a decrease of $6,869,528 or 30.5%, from $22,544,062 for the three months ended March 31, 2024. This decrease was mainly due to Gufeng’s lower sales volume in the last three months. Gufeng sold approximately 31,901 metric tons of fertilizer products for the three months ended March 31, 2025, decreased to 13,604 tons or 29.9%, as compared to 45,506 metric tons for the three months ended March 31, 2024.

For the three months ended March 31, 2025, Yuxing’s net sales were $2,465,314, a slight decrease of $2,602 or 0.1%, from $2,467,916 for the three months ended March 31, 2024.

For the three months ended March 31, 2025, Antaeus’s net sales were $0, a decrease of $392,263 or 100.0%, from $392,263 for the three months ended March 31, 2024. The decrease was mainly due to the Company’s strategic adjustment.

Cost of Goods Sold

The total cost of goods sold for the three months ended March 31, 2025 was $19,826,414, a decrease of $6,770,993, or 25.5%, from $26,597,407 for the three months ended March 31, 2024. The decrease was mainly due to lower sales.

Cost of goods sold by Jinong for the three months ended March 31, 2025 was $4,115,700, a decrease of $395,100, or 8.8%, from $4,510,800 for the three months ended March 31, 2024. The decrease in cost of goods was primarily due to lower sales in the last three months ended March 31, 2025.

Cost of goods sold by Gufeng for the three months ended March 31, 2025 was $13,697,237, a decrease of $6,062,429 or 30.7%, from $19,759,666 for the three months ended March 31, 2024. This decrease was primarily due to the 30.5% decrease in net sales in the last three months ended March 31, 2025.

For the three months ended March 31, 2025, the cost of goods sold by Yuxing was $2,013,477, a decrease of $82,548, or 3.9%, from $2,096,025 for the three months ended March 31, 2024. This decrease was primarily due to the decrease in product cost in the last three months ended March 31, 2025.

For the three months ended March 31, 2025, the cost of goods sold by Antaeus was $0, a decrease of $230,916, or 100.0%, from $230,916 for the three months ended March 31, 2024. The decrease to zero was due to no sales during the three months ended March 31, 2025.

Gross Profit

Total gross profit for the three months ended March 31, 2025 decreased by $1,381,606, or 21.8%, to $4,959,304, as compared to $6,340,910 for the three months ended March 31, 2024. Gross profit margin percentage was 20.3% and 19.3% for the three months Ended March 31, 2025 and 2024, respectively.

Gross profit generated by Jinong decreased by $493,106, or 16.3%, to $2,530,170 for the three months ended March 31, 2025 from $3,023,276 for the three months ended March 31, 2024. Gross profit margin percentage from Jinong’s sales was approximately 38.1% and 40.1% for the three months Ended March 31, 2025 and 2024, respectively. The decrease in gross profit margin percentage was mainly due to the increase in product costs.

For the three months ended March 31, 2025, gross profit generated by Gufeng was $1,977,297, a decrease of $807,099, or 29.0%, from $2,784,396 for the three months ended March 31, 2024. Gross profit margin percentage from Gufeng’s sales was approximately 12.6% and 12.4% for the three months ended March 31, 2025 and 2024, respectively.

For the three months ended March 31, 2025, gross profit generated by Yuxing was $451,837, an increase of $79,946, or 21.5% from $371,891 for the three months ended March 31, 2024. The gross profit margin percentage was approximately 18.3% and 15.1% for the three months ended March 31, 2025 and 2024, respectively. The increase in the gross profit margin percentage was mainly due to the decrease in product costs.

For the three months ended March 31, 2025, gross profit generated by Antaeus was $0, a decrease of $161,347, or 100.0% from $161,347 for three months ended March 31, 2024. The gross profit margin was approximately 0% and 41.1% for the three months ended March 31, 2025 and 2024, respectively.

30

Selling Expenses

Our selling expenses consisted primarily of salaries of sales personnel, advertising and promotion expenses, freight-out costs and related compensation. Selling expenses were $1,716,374, or 6.9%, of net sales for the three months ended March 31, 2025, as compared to $1,855,189, or 5.6%, of net sales for the three months ended March 31, 2024, a decrease of $138,815, or 7.5%. The decrease in selling expense was caused by the decrease in marketing activities.

The selling expenses of Jinong for the three months ended March 31, 2025 were $ 1,620,375 or 24.4% of Jinong’s net sales, as compared to selling expenses of $ 1,752,617 or 23.3% of Jinong’s net sales for the three months ended March 31, 2024.

The selling expenses of Gufeng were $73,167 or 0.5% of Gufeng’s net sales for the three months ended March 31, 2025, as compared to $66,454 or 0.3% of Gufeng’s net sales for the three months ended March 31, 2024.

The selling expenses of Yuxing were $22,832 or 0.9% of Yuxing’s net sales for the three months ended March 31, 2025, as compared to $36,118 or 1.5% of Yuxing’s net sales for the three months ended March 31, 2024.

There were no selling expenses for Antaeus for the three months ended March 31, 2025 and 2024.

General and Administrative Expenses

General and administrative expenses consisted primarily of related salaries, rental expenses, business development, depreciation and travel expenses incurred by our general and administrative departments and legal and professional expenses including expenses incurred and accrued for certain litigation. General and administrative expenses were $3,842,153, or 15.5% of net sales for the three months ended March 31, 2025, as compared to$15,457,007, or 46.9% of net sales for the three months ended March 31, 2024, a decrease of $11,614,854, or 75.1%. The decrease in general and administrative expenses was mainly due to lower general and administrative expenses for Gufeng and Jinong.

Jinong’s general and administrative expenses were $2,891,872 for the three months ended March 31, 2025, decreased $1,460,299 or 33.6%, as compared to $4,352,171 for the three months ended March 31, 2024. The decrease of Jinong’s general and administrative expenses was mainly due to the decrease of bad debt expense.

Gufeng’s general and administrative expenses were $118,003 for the three months ended March 31, 2025, decreased $9,966,890, or 98.8%, as compared to $10,084,893 for the three months ended March 31, 2024. The decrease of Gufeng’s general and administrative expenses was mainly due to the decrease of bad debt expense.

Yuxing’s general and administrative expenses were $235,521 for the three months ended March 31, 2025, increased $38,822, or 19.7%, as compared to $196,699 for the three months ended March 31, 2024.

Antaeus’s general and administrative expenses were $1,215 for the three months ended March 31, 2025, decreased $154,734, or 99.2%, as compared to $155,948 for the three months ended March 31, 2024. The decrease of Antaeus’s general and administrative expenses was mainly due to lower depreciation expenses for the three months ended March 31, 2025.

Total Other Income (Expenses)

Total other income (expenses) consisted of income from subsidies received from the PRC government, interest income, interest expenses and bank charges. The total other expense for the three months ended March 31, 2025 was $276,255, as compared to other income of $75,529 for the three months ended March 31, 2024. The difference was mainly due to the increase in non-operating expense with amount of $215,464 from $4,630 for the three months ended March 31, 2024 to $220,094 for the three months ended March 31, 2025.

31

Income Taxes

Jinong is subject to a preferred tax rate of 15% because of its business being classified as a High-Tech project under the PRC Enterprise Income Tax Law (“EIT”) that became effective on January 1, 2008. Jinong incurred no income tax expenses for the three months ended March 31, 2025 and 2024.

Gufeng is subject to a tax rate of 25%, incurred no income tax expenses for the three months ended March 31, 2025 and 2024.

Yuxing incurred no income tax for the three months ended March 31, 2025 and 2024 because of being exempted from paying income tax due to its products fall into the tax exemption list set out in the EIT.

Antaeus is subject to a tax rate of 21% and had income tax expense of $(255) and $5,527 for the three months ended March 31, 2025 and 2024, respectively.

Net loss

Net loss for the three months ended March 31, 2025 was $(875,223), a decrease in loss of $10,026,062, or 92.0%, compared to net loss of $(10,901,284) for the three months ended March 31, 2024. Net loss as a percentage of total net sales was approximately -3.5% and -33.1% for the three months ended March 31, 2025 and 2024, respectively.

Nine Months Ended March 31, 2025 Compared to the Nine Months Ended March 31, 2024.

		2025				2024				Change $				Change %
Sales
Jinong		$20,231,251				$23,634,474				(3,403,223)				-14.4%
Gufeng			28,867,388				41,174,493				(12,307,105	)			-29.9	%
Yuxing			7,218,409				7,262,819				(44,410	)			-0.6	%
Antaeus			181,746				1,064,507				(882,761	)			-82.9	%
Net sales			56,498,794				73,136,293				(16,637,499	)			-22.7	%
Cost of goods sold
Jinong			12,699,650				16,099,697				(3,400,047	)			-21.1	%
Gufeng			25,249,053				35,953,277				(10,704,224	)			-29.8	%
Yuxing			5,921,666				6,015,793				(94,127	)			-1.6	%
Antaeus			215,773				748,275				(532,502	)			-71.2	%
Cost of goods sold			44,086,142				58,817,042				(14,730,900	)			-25.0	%
Gross profit			12,412,652				14,319,251				(1,906,599	)			-13.3	%
Operating expenses
Selling expenses			5,458,008				5,505,203				(47,195	)			-0.9	%
General and administrative expenses			14,111,497				26,961,424				(12,849,927	)			-47.7	%
Change in fair value of Bitcoin			-				-				-				-
Total operating expenses			19,569,505				32,466,627				(12,897,122	)			-39.7	%
Loss from operations			(7,156,853	)			(18,147,376	)			10,990,522				-60.6	%
Other income (expense)
Other income (expense)			(499,043	)			149,152				(648,195	)			-434.6	%
Interest income			104,246				148,744				(44,497	)			-29.9	%
Interest expense			(347,974	)			(216,828	)			(131,146	)			60.5	%
Total other income (expense)			(742,771	)			81,068				(823,839	)			-1016.2	%
Loss before income taxes			(7,899,624	)			(18,066,308	)			10,166,684				-56.3	%
Provision for income taxes			(49,527	)			(10,828	)			(38,699	)			357.4	%
Net Loss			(7,850,097	)			(18,055,480	)			10,205,383				-56.5	%
Other comprehensive income (loss)
Foreign currency translation gain (loss)			96,499				1,705,539				(1,609,040	)			-94.3	%
Comprehensive loss		$	(7,753,598	)		$	(16,349,941	)			8,596,343				-52.6	%

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Net Sales

Total net sales for the nine months ended March 31, 2025 were $56,498,794, a decrease of $16,637,499 or 22.7%, from $73,136,293 for the nine months ended March 31, 2024. This decrease was primarily due to decrease in Jinong and Gufeng’ net sales.

For the nine months ended March 31, 2025, Jinong’s net sales decreased $3,403, 223, or 14.4%, to $20,231,251 from $23,634,474 for the nine months ended March 31, 2024. This decrease was mainly due to Jinong’s lower unit sales price in the last nine months. Jinong’s revenue per ton is approximately $730 for the nine months ended March 31, 2025, decreased $386 per ton or 34.6%, as compared to $1,116 for nine months ended March 31, 2024.

For the nine months ended March 31, 2025, Gufeng’s net sales were $28,867,388, a decrease of $12,307,105, or 29.9%, from $41,174,493 for the nine months ended March 31, 2024. This decrease was mainly due to the decrease in Gufeng’s sales volume in the last nine months. Gufeng sold 58,581 tons of products for the nine months ended March 31, 2025, comparing to 83,184 for the nine months ended March 31, 2024.

For the nine months ended March 31, 2025, Yuxing’s net sales were $7,218,409, a slight decrease of $44,410 or 0.6%, from $7,262,819 for the nine months ended March 31, 2024.

For the nine months ended March 31, 2025, Antaeus’s net sales were $181,746, a decrease of $882,761 or 82.9%, from $1,064,507 for the nine months ended March 31, 2024. The decrease was mainly due to the Company’s strategic adjustment.

Cost of Goods Sold

Total cost of goods sold for the nine months ended March 31, 2025 was $44,086,142, a decrease of $14,730,900, or 25.0%, from $58,817,042 for the nine months ended March 31, 2024. The decrease was mainly due to the decrease in Jinong and Gufeng’s cost of goods sold which decreased 14.4% and 29.9%.

The cost of goods sold by Jinong for the nine months ended March 31, 2025 was $12,699,650, a decrease of $3,400,047, or 21.1%, from $16,099,697 for the nine months ended March 31, 2024. The decrease in the cost of goods was primarily due to the 14.4% decrease in net sales during the last nine months.

Cost of goods sold by Gufeng for the nine months ended March 31, 2025 was $25,249,053, a decrease of $10,704,224, or 29.8%, from $35,953,277 for the nine months ended March 31, 2024. This decrease was primarily due to the 29.9% decrease in net sales during the last nine months. 

For nine months ended March 31, 2025, cost of goods sold by Yuxing was $5,921,666, a decrease of $94,127, or 1.6%, from $6,015,793 for the nine months ended March 31, 2024. This decrease was mainly due to the 0.6% decrease in Yuxing’s net sales during the last nine months. 

Cost of goods sold by Antaeus for the nine months ended March 31, 2025 was $215,773, a decrease of $532,502, or 71.2%, from $748,275 for nine months ended March 31, 2024. The decrease in the cost of goods was primarily due to lower sales during the last nine months.

Gross Profit

Total gross profit for the nine months ended March 31, 2025 decreased by $1,906,599, or 13.3%, to $12,412,652, as compared to $14,319,251 for the nine months ended March 31, 2024. Gross profit margin was 22.0% and 19.6% for the nine months ended March 31, 2025 and 2024, respectively.

Gross profit generated by Jinong decreased by $3,176 or 0.04%, to $7,531,601 for the nine months ended March 31, 2025 from $7,534,777 for the nine months ended March 31, 2024. Gross profit margin from Jinong’s sales was approximately 37.2% and 31.9% for the nine months ended March 31, 2025 and 2024, respectively. The increase in the gross profit margin was mainly due to lower product costs.

For the nine months ended March 31, 2025, gross profit generated by Gufeng was $3,618,335, a decrease of $1,602,881, or 30.7%, from $5,221,216 for the nine months ended March 31, 2024. Gross profit margin from Gufeng’s sales was approximately 12.5% and 12.7% for the nine months ended March 31, 2025 and 2024, respectively.

33

For the nine months ended March 31, 2025, gross profit generated by Yuxing was $1,296,743, an increase of $49,717, or 4.0% from $1,247,026 for the nine months ended March 31, 2024. The gross profit margin was approximately 18.0% and 17.2% for the nine months ended March 31, 2025 and 2024, respectively. The increase in gross profit percentage was mainly due to the decrease in product costs.

For the nine months ended March 31, 2025, gross profit generated by Antaeus was $(34,027), a decrease of $350,259, or 110.8% from $316,232 for the nine months ended March 31, 2024. The gross profit margin was approximately -18.7% and 29.7% for the nine months ended March 31, 2025 and 2024, respectively.

Selling Expenses

Our selling expenses consisted primarily of salaries of sales personnel, advertising and promotion expenses, freight-out costs and related compensation. Selling expenses were $5,458,008, or 9.7%, of net sales for the nine months ended March 31, 2025, as compared to $5,505,203, or 7.5% of net sales for the nine months ended March 31, 2024, a decrease of $47,195 or 0.9%.

The selling expenses of Jinong for the nine months ended March 31, 2025 were $5,136,167 or 25.4% of Jinong’s net sales, as compared to selling expenses of $5,236,479 or 22.2% of Jinong’s net sales for the nine months ended March 31, 2024.

The selling expenses of Gufeng were $262,592 or 0.9% of Gufeng’s net sales for the nine months ended March 31, 2025, as compared to $193,422 or 0.5% of Gufeng’s net sales for the nine months ended March 31, 2024.

The selling expenses of Yuxing were $59,249 or 0.8% of Yuxing’s net sales for the nine months ended March 31, 2025, as compared to $75,302 or 1.0% of Yuxing’s net sales for the nine months ended March 31, 2024.

The selling expenses of Antaeus were $0 of Antaeus’s net sales for the nine months ended March 31, 2025 and 2024.

General and Administrative Expenses

General and administrative expenses consisted primarily of related salaries, rental expenses, business development, depreciation and travel expenses incurred by our general and administrative departments and legal and professional expenses including expenses incurred and accrued for certain litigation. General and administrative expenses were $14,111,497, or 25.0% of net sales for the nine months ended March 31, 2025, as compared to $26,961,424, or 36.9% of net sales for the nine months ended March 31, 2024, a decrease of $12,849,927, or 47.7%.

Jinong’s general and administrative expenses were $7,705,644 for the nine months ended March 31, 2025, increased $1,820,289 or 30.9%, as compared to $5,885,355 for the nine months ended March 31, 2024. The increase of Jinong’s general and administrative expenses was mainly due to the increase of bad debt expense.

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Gufeng’s general and administrative expenses were $3,948,874 for the nine months ended March 31, 2025, decreased $11,539,343, or 74.5%, as compared to $15,488,217 for the nine months ended March 31, 2024.

Yuxing’s general and administrative expenses were $604,002 for the nine months ended March 31, 2025, decreased $1,573,011, or 72.3%, as compared to $2,177,013 for the nine months ended March 31, 2024. The decrease of Yuxing’s general and administrative expenses was mainly due to lower inventory impairment for the nine months ended March 31, 2025.

Antaeus’s general and administrative expenses were $211,750 for the nine months ended March 31, 2025, decreased $193,102, or 47.7%, as compared to $404,851 for the nine months ended March 31, 2024. The decrease of Antaeus’s general and administrative expenses was mainly due to lower depreciation expenses for the nine months ended March 31, 2025.

Total Other Income (Expenses)

Total other income (expenses) consisted of income from subsidies received from the PRC government, interest income, interest expenses and bank charges. Total other expenses for the nine months ended March 31, 2025 was $742,771, as compared to the other income of $81,068 for the nine months ended March 31, 2024, an increase in expense of $823,839 or 1016.2%. The difference was mainly due to the increase in non-operating expenses with the amount of $516,730 from $4,630 for the nine months ended March 31, 2024 to expense of $521,360 for the nine months ended March 31, 2025.

Income Taxes

Jinong is subject to a preferred tax rate of 15% because of its business being classified as a High-Tech project under the PRC Enterprise Income Tax Law (“EIT”) that became effective on January 1, 2008. Jinong didn’t incur income tax expenses for the nine months ended March 31, 2025 and 2024.

Gufeng is subject to a tax rate of 25%, has no income tax expenses for the nine months ended March 31, 2025 and 2024.

Yuxing has no income tax for the nine months ended March 31, 2025 and 2024 because of being exempted from paying income tax due to its products fall into the tax exemption list set out in the EIT.

Antaeus is subject to a tax rate of 21% and had income tax expense of $(49,527) and $(10,828) for the nine months ended March 31, 2025 and 2024, respectively.

Net loss

Net loss for the nine months ended March 31, 2025 was $(7,850,097), a decrease of loss with amount of $10,205,383 or 56.5%, compared to $(18,055,480) for the nine months ended March 31, 2024. The decrease was mainly due to lower general and administrative expenses. Net loss as a percentage of total net sales was approximately -13.9% and -24.7% for the nine months ended March 31, 2025 and 2024, respectively.

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Discussion of Segment Profitability Measures

As of March 31, 2025, we were engaged in the following businesses: the production and sale of fertilizers through Jinong and Gufeng, the production and sale of high-quality agricultural products by Yuxing and the production and sale of Bitcoin by Antaeus. For financial reporting purposes, our operations were organized into four main business segments based on locations and products: Jinong (fertilizer production), Gufeng (fertilizer production), Yuxing (agricultural products production) and Antaeus (Bitcoin). Each of the segments has its own annual budget about development, production and sales.

Each of the four operating segments referenced above has separate and distinct general ledgers. The chief operating decision maker (“CODM”) makes decisions with respect to resources allocation and performance assessment upon receiving financial information, including revenue, gross margin, operating income and net income produced from the various general ledger systems; however, net income by segment is the principal benchmark to measure profit or loss adopted by the CODM.

For Jinong, the net loss increased by $1,840,682, or 52.5%, to $(5,349,938) for the nine months ended March 31, 2025, from $(3,509,256) for the nine months ended March 31, 2024. The increase in net loss was principally due to lower net sales and higher general and administrative expenses.

For Gufeng, the net loss decreased by $9,433,841 or 89.1%, to $(1,152,563) for the nine months ended March 31, 2025, from $(10,586,404) for the nine months ended March 31, 2024. The decrease in net loss was principally due to the lower general and administrative expenses.

For Yuxing, the net loss of $(913,113) for the nine months ended March 31,2024, improved by $1,394,193 or 152.7% to net income of $481,080 for the nine months ended March 31, 2025. This turnaround was primarily attributable to reduced general and administrative expenses.

For Antaeus, the net loss increased by $145,582, or 357.4%, to $(186,315) for the nine months ended March 31, 2025, from $(40,732) for the nine months ended March 31, 2024.

Liquidity and Capital Resources

Our principal sources of liquidity include cash from operations, borrowings from local commercial banks and net proceeds of offerings of our securities.

As of March 31, 2025, cash and cash equivalents were $48,792,729, a decrease of $9,979,858, or 17.0%, from $58,772,587 as of June 30, 2024.

We intend to use the net proceeds from our securities offerings, as well as other working capital if required, to acquire new businesses, upgrade production lines and complete Yuxing’s new greenhouse facilities for agriculture products located on 88 acres of land in Hu County, 18 kilometers southeast of Xi’an city. We believe that we have sufficient cash on hand and positive projected cash flow from operations to support our business growth for the next twelve months to the extent we do not have further significant acquisitions or expansions. However, if events or circumstances occur and we do not meet our operating plan as expected, we may be required to seek additional capital and/or to reduce certain discretionary spending, which could have a material adverse effect on our ability to achieve our business objectives. Notwithstanding the foregoing, we may seek additional financing as necessary for expansion purposes and when we believe market conditions are most advantageous, which may include additional debt and/or equity financing. There can be no assurance that any additional financing will be available on acceptable terms, if at all. Any equity financing may result in dilution to existing stockholders and any debt financing may include restrictive covenants.

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The following table sets forth a summary of our cash flow for the periods indicated:

		Nine Months Ended
		March 31,
		2025				2024
Net cash used in operating activities		$	(7,339,968	)		$	(7,316,276	)
Net cash used in investing activities			(5,743,345	)			(4,101,010	)
Net cash provided by financing activities			3,242,621				1,330,251
Effect of exchange rate change on cash and cash equivalents			(139,166	)			540,604
Net decrease in cash and cash equivalents			(9,979,858	)			(9,546,431	)
Cash and cash equivalents, beginning balance			58,772,587				71,142,188
Cash and cash equivalents, ending balance		$	48,792,729			$	61,595,756

Operating Activities

Net cash used in operating activities was $7,339,968, for the nine months ended March 31, 2025, a decrease of $23,692, or 0.3%, from cash used in operating activities of 7,316,276 for the nine months ended March 31, 2024.

Investing Activities

Net cash used in investing activities for the nine months ended March 31, 2025 was $5,743,345, compared to cash provided by investing activities of $4,101,010 for the nine months ended March 31, 2024. The difference of $1,642,335 was mainly due to long-term investment with amount of $5,497,981 during the nine months ended March 31, 2025, comparing with $2,450,000 during the nine months ended March 31, 2024.

Financing Activities

Net cash provided by financing activities for the nine months ended March 31, 2025 was $3,242,621, an increase of $1,912,370, or 143.8% compared to $1,330,251 net cash provided by financing activities for the nine months ended March 31, 2024. The increase was mainly due to the proceeds from loans with amount of $7,077,439 during the nine months ended March 31, 2025, comparing with $2,778,662 during the nine months ended March 31, 2024.

As of March 31, 2025, and June 30, 2024, our loans payable was as follows:

		March 31,				June 30,
		2025				2024
Short-term loans payable:		$	5,599,467			$	7,466,250
Long-term loans payable:			6,957,290				1,856,250
Total		$	12,556,757			$	9,322,500

Accounts Receivable

We had accounts receivable of $22,429,490 as of March 31, 2025, as compared to $16,493,068 as of June 30, 2024, an increase of $5,936,422, or 36.0%.

Allowance for doubtful accounts in accounts receivable as of March 31, 2025 was $28,364,739, an increase of $5,623,043, or 24.7%, from $22,741,696 as of June 30, 2024. And the allowance for doubtful accounts as a percentage of accounts receivable was 55.8% as of March 31, 2025 and 58.0% as of June 30, 2024.

Deferred assets

We had deferred tax assets of $557,998 as of March 31, 2025, and $508,471 of June 30, 2024. During the nine months, we assisted the distributors in certain marketing efforts and developing standard stores to expand our competitive advantage and market share. Based on the distributor agreements, the amount owed by the distributors in certain marketing efforts and store development will be expensed over three years if the distributors are actively selling our products. If a distributor defaults, breaches, or terminates the agreement with us earlier than the contractual terms, the unamortized portion of the amount owed by the distributor is payable to us immediately.

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 Inventories

We had inventories of $32,800,755 as of March 31, 2025, as compared to $37,826,456 as of June 30, 2024, a decrease of $5,025,701, or 13.3%. The decrease was primarily due to Gufeng’s inventory. As of March 31, 2025, Gufeng’s inventory was $6,363,652, compared to $11,225,115 as of June 30, 2024, a decrease of $4,861,463, or 43.3%. The company confirmed the loss of $2.1 million and $4.0 million of inventories for the nine months ended March 31, 2025 and 2024, respectively.

Advances to Suppliers

We had advances to suppliers of $15,453,915 as of March 31, 2025 as compared to $12,110,034 as of June 30, 2024, representing an increase of $3,343,881, or 27.6%. Our inventory level may fluctuate from time to time, depending how quickly the raw material is consumed and replenished during the production process, and how soon the finished goods are sold. The replenishment of raw material relies on management’s estimate of numerous factors, including but not limited to, the future price of raw material, and spot price along with its volatility, as well as the seasonal demand and future price of finished fertilizer products. Such an estimate may not be accurate, and the purchase decision of raw materials based on the estimate can cause excessive inventories in times of slow sales and insufficient inventories in peak times.

Accounts Payable

We had accounts payable of $1,547,259 as of March 31, 2025 as compared to $1,685,725 as of June 30, 2024, representing a decrease of $138,465, or 8.2%.

Customer Deposits (Unearned Revenue)

We had customer deposits of $7,432,037 as of March 31, 2025 as compared to $4,937,207 as of June 30, 2024, representing an increase of $2,494,830, or 50.5%. The increase was mainly attributable to Gufeng’ $6,675,175 unearned revenue as of March 31, 2025, compared to $4,391,668 unearned revenue as of June 30, 2024, increased $2,283,507, or 52.0%, caused by the advance deposits made by clients. This increase was due to seasonal fluctuation, and we expect to deliver products to our customers during the next three months at which time we will recognize the revenue.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of its financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. Our financial statements reflect the selection and application of accounting policies which require management to make significant estimates and judgments. See Note 2 to our consolidated financial statements, “Basis of Presentation and Summary of Significant Accounting Policies.” We believe that the following paragraphs reflect the most critical accounting policies that currently affect our financial condition and results of operations:

Use of estimates

The preparation of 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 amount of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made. However, actual results and outcomes may differ from management’s estimates and assumptions due to risks and uncertainties.

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Revenue recognition

Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determined, the delivery is completed, we have no other significant obligations and collectability is reasonably assured. Payments received before all the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

Our revenue consists of invoiced value of goods, net of a value-added tax (VAT). No product return or sales discount allowance is made as products delivered and accepted by customers are normally not returnable and sales discounts are normally not granted after products are delivered.

Cash and cash equivalents

For statements of cash flows purposes, we consider all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

Accounts receivable

Our policy is to maintain reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentration, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Any accounts receivable of Jinong and Gufeng that are outstanding for more than 180 days will be accounted as an allowance for bad debts, and any accounts receivable of Yuxing that are outstanding for more than 90 days will be accounted as an allowance for bad debts.

Segment reporting

FASB ASC 280 requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other way management disaggregates a company.

As of March 31, 2025, we were organized into four main business units: Jinong (fertilizer production), Gufeng (fertilizer production), Yuxing (agricultural products production) and Antaeus (Bitcoin). For financial reporting purposes, our operations were organized into four main business segments based on locations and products: Jinong (fertilizer production), Gufeng (fertilizer production), Yuxing (agricultural products production) and Antaeus (Bitcoin). Each of the segments has its own annual budget regarding development, production, and sales.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Disclosures About Market Risk

We may be exposed to changes in financial market conditions in the normal course of business. Market risk generally represents the risk that losses may occur because of movements in interest rates and equity prices. We currently do not, in the normal course of business, use financial instruments that are subject to changes in financial market conditions.

Currency Fluctuations and Foreign Currency Risk

Substantially all our revenues and expenses are denominated in RMB. However, we use the U.S. dollar for financial reporting purposes. Conversion of RMB into foreign currencies is regulated by the People’s Bank of China through a unified floating exchange rate system. Although the PRC government has stated its intention to support the value of RMB, there can be no assurance that such exchange rate will not again become volatile or that RMB will not devalue significantly against U.S. dollar. Exchange rate fluctuations may adversely affect the value, in U.S. dollar terms, of our net assets and income derived from our operations in the PRC.

Our reporting currency is the U.S. dollar. Except for U.S. holding companies, all our consolidated revenues, consolidated costs and expenses, and our assets are denominated in RMB. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between the U.S. dollars and RMB. If RMB depreciates against the U.S. dollar, the value of our RMB revenues, earnings and assets as expressed in our U.S. dollar financial statements will decline. Assets and liabilities are translated at the exchange rates as of the balance sheet dates, revenues and expenses are translated at the average exchange rates, and shareholders’ equity is translated at historical exchange rates. Any resulting translation adjustments are not included in determining net income (loss) but are included in determining other comprehensive income, a component of shareholders’ equity. As of March 31, 2025, our accumulated other comprehensive loss was $26 million. We have not entered any hedging transactions to reduce our exposure to foreign exchange risk. The value of the RMB against the U.S. dollar and other currencies is affected by, among other things, changes in PRC’s political and economic conditions. Between July 1, 2024 and March 31, 2025, China’s currency increased by a cumulative 0.2% against the U.S. dollar, making Chinese exports more expensive and imports into China cheaper by that percentage. The effect on trade can be substantial. Moreover, it is possible that in the future, the PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.

Interest Rate Risk

We deposit surplus funds with Chinese banks earning daily interest. We do not invest in any instruments for trading purposes. All our outstanding debt instruments carry fixed rates of interest. The amount of short-term debt outstanding as of March 31, 2025 and June 30, 2024 was $5.6 million and $7.5 million, respectively. We are exposed to interest rate risk primarily with respect to our short-term bank loans. Although the interest rates, which are based on the banks’ prime rates with respect to our short-term loans, are fixed for the terms of the loans, the terms are typically three to twelve months for short-term bank loans and interest rates are subject to change upon renewal. There was no material change in interest rates for short-term bank loans renewed during the three months ended March 31, 2025. The original loan term on average is one year, and the remaining average life of the short-term-loans is approximately four months.

Management monitors the banks’ prime rates in conjunction with our cash requirements to determine the appropriate level of debt balances relative to other sources of funds. We have not entered any hedging transactions to reduce our exposure to interest rate risk.

Credit Risk

We have experienced higher credit risk than usual since 2020. With the impact of COVID-19 pandemic, the overdue outstanding accounts receivable increased significantly compared with the years prior to the pandemic. Our accounts receivables are typically unsecured and are mainly derived from revenues earned from customers in the PRC. Most of our customers are individuals and small and medium-sized enterprises (“SMEs”), which may not have strong cash flows or be well capitalized. They may be vulnerable to an epidemic outbreak and slowing macroeconomic conditions. Many of the SMEs that we work with cannot weather COVID-19 and the resulting economic impact, or they cannot resume business as usual after a prolonged outbreak. Numerous distributors encountered significant difficulties and/or hardships in their businesses amid the pandemic. Even through our receivables are monitored regularly by our credit managers, the bad debts expenses have been higher in the recent five years comparing with the years before 2020.

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Inflation Risk

Inflationary factors such as increases in the cost of our products and overhead costs may adversely affect our operating results. Notwithstanding the measures taken by the PRC government to control inflation, China still experienced an increase in inflation and our operating cost became higher than anticipated.  The high rate of inflation had an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of net revenues if the selling prices of our products do not increase with these increased costs.

Risk of epidemics, pandemics, or other outbreaks

The outbreak of COVID-19 has adversely affected, and in the future it or other epidemics, pandemics or outbreaks may adversely affect our operations. This is or may be due to closures or restrictions requested or mandated by governmental authorities, disruption to supply chains and workforce, reduction of demand for our products and services, and credit losses when customers and other counterparties fail to satisfy their obligations to us. We share most of these risks with all businesses.

In addition, the COVID-19 outbreak has significantly increased economic and demand uncertainty. The current outbreak and continued spread of COVID-19 may cause a global recession, which would have a further adverse impact on our financial condition and operations, and this impact could exist for an extensive period.

The Company is continuing to monitor the situation and take appropriate actions in accordance with the recommendations and requirements of relevant authorities. The full extent of the impact of the COVID-19 pandemic on the Company’s operational and financial performance is currently uncertain and will depend on many factors outside the Company’s control, including, without limitation, the timing, extent, trajectory and duration of the pandemic, the development and availability of effective treatments and vaccines, the imposition of protective public safety measures, and the impact of the pandemic on the global economy and demand for consumer products.

Additional future impacts on the Company may include, but are not limited to, material adverse effects on demand for the Company’s products and services; the Company’s supply chain and sales and distribution channels; the Company’s ability to execute its strategic plans; and the Company’s profitability and cost structure. To the extent the COVID-19 pandemic adversely affects the Company’s business, results of operations, financial condition and stock price, it may also have the effect of heightening many of the other risks described above.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), at the conclusion of the period ended March 31, 2025 we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this Report, our disclosure controls and procedures were effective and adequately designed to ensure that the information required to be disclosed by us in the reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms and that such information was accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, in a manner that allowed for timely decisions regarding required disclosure.

(b) Changes in internal controls

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

On May 28, 2024, an individual commenced a lawsuit in Texas state court against the Company and its former co-CEO, Mr. Zhibiao Pan. The individual alleges that the Company used funds he stored in cryptocurrency wallets operated by entities related to Mr. Pan to purchase cryptocurrency mining sites. The company has moved to dismiss the lawsuit, which motion is pending.

There are no other actions, suits, proceedings, inquiries or investigations before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of the Company’s equity securities during the three months ended March 31, 2025, that were not otherwise disclosed in a Current Report on Form 8-K.

Item 3. Defaults Upon Senior Securities

There has been no fault in the payment of principal, interest, sinking or purchase fund installment, or any other material fault, with respect to any indebtedness of the Company.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

The Company’s Current Reports on Form 8-K filed on June 13, 2025 (Lonestar termination) and June 23, 2025 (Co-CEO appointment) are incorporated by reference herein.

Item 6. Exhibits

The exhibits required by this item are set forth in the Exhibit Index attached hereto.

42

SIGNATURES

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

	ENLIGHTIFY, INC.
Date: July 10, 2025	By:	/s/ Zhuoyu Li
	Name:	Zhuoyu Li
	Title:	Chief Executive Officer
		(principal executive officer)
Date: July 10, 2025	By:	/s/ Jian Huang
	Name:	Jian Huang
	Title:	Co-Chief Executive Officer
		(principal executive officer)
Date: July 10, 2025	By:	/s/ Yongcheng Yang
	Name:	Yongcheng Yang
	Title:	Chief Financial Officer
		(principal financial officer and principal accounting officer)

43

EXHIBIT INDEX

No.		Description
21.1*		List of Subsidiaries of the Company
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Co-Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+		Certification of Co-Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3+		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

+ In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

44

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FAQ

How many BTCS shares did the COO sell on 8 July 2025?

He sold 87,221 shares at a weighted-average price of $6.04.

What was the size of the option exercise reported by BTCS insider Michal Handerhan?

He exercised 350,000 options at $1.90 per share on 9 July 2025 via a cashless method.

How many BTCS shares does the insider own after these transactions?

Post-transactions, his beneficial ownership stands at 1,754,360 shares.

Was the BTCS share sale executed under a 10b5-1 trading plan?

Yes. The 87,221-share sale was conducted under a Rule 10b5-1 plan.

Do the new shares from the option exercise increase BTCS’s share count?

Yes, the cashless exercise issues 237,479 new shares, a minor dilutive effect relative to total shares outstanding.