AAGH 10-K & 10-Q changes, risk factors and insider trading

Sales amounted to $294,670$391,743 and $204,308$294,670 for the years ended June 30, 20242025 and 2023,2024, respectively.respectively.The increase in sales was mainly due to the launch of new products.

Cost of goods sold amounted to $124,920$52,622 and $35,720$124,920 for the years ended June 30, 20242025 and 2023,2024, respectively.respectively.The decrease in the cost of goods sold was mainly due to an one time process of the expired products with $103,810 COGS in June 19, 2024..

Operating expenses for the year ended June 30, 20242025 and 20232024 were $952,450$722,056 and $661,232,$952,450, respectively. The increasedecrease was mainly due to increaseddecreased payrollselling expenses, office expenses, travelprofessional expenses, advertising,reserve expenses, and professionalstock compensation expenses.

Our net loss for the year ended June 30, 20242025 and 20232024 was $1,226,362$721,242 and $777,340,$1,226,362, respectively. The increasedecrease in net loss was mainly due to the increased cost of goods soldsold, selling expenses, and operating expenses.

Level 1— Quoted prices in active markets for identical assets or liabilities.

Level 2— Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.

Level 3— Unobservable inputs based on the Company’s assumptions.

The Company’s financial instruments include cashcash, accounts payable, loans, and accountsstocks payable.for investment. Management has estimated that the carrying amounts approximate their fair value due to the short-term nature.

On September 3, 2021, the Company entered into an Assets Acquisition Agreement with Wang’s Property Investment & Management LLC to purchase 53 units in 19 real estate properties appraised at $7,626, 286.37$7,626,286.37 for a purchase price of $7,000,000, The purchase price shall be paid as follows: (i) $1,000,000 on execution of the Agreement, (ii) $2,000,000 within 60 days thereof and (iii) the remainder by April 10, 2022. The Agreement is subject to customary closing conditions, including, satisfactory due diligence. On September 9, 2021, the Company entered into a Supplemental Assets Acquisition Agreement with Wang’s Property Investment & Management LLC to amend and clarify that (i) it was purchasing 19 real estate properties which includes 53 units appraised at $7,626,286.37 for a purchase price of $7,000,000 and (ii) that it will waive and not conduct due diligence in order for the transaction to proceed. The acquisition has not been consummated. With the asset acquisition from Wang’s Property Investment & Management LLC, the Company will diversify its business into property investment and management. By the end of May 2022, the Company ceased the acquisition of Wang’s Property Investment & Management LLC.

Results of Operations for the sixthree and nine months ended December March 31, 2025 2026 compared to the sixthree and nine months ended DecemberMarch 31, 2024.2025.

Costs of goods sold amountedwere to $83,444$3,610 and $19,177$6,331 for for the sixthree months ended DecemberMarch 31, 20252026 and 2024,2025, respectively. The decrease was primarily driven by the decline in sales volume. For the nine months ended March 31, 2026 and 2025, Costs of goods sold were $87,054 and $25,508, respectively. The increase in the cost of goods sold was mainly due to launching launch sales of the products in wholesale with lower gross profit margin.

Gross profit amountedwere to $149,215$22,533 and $211,888$49,817 for the sixthree months ended March December31, 2026 and 2025, respectively. For the nine months ended March 31, 20252026 and 2024,2025, Gross profit were $171,748 and $261,705, respectively.

Operating expenses incurred were $96,308 and $135,136 for the sixthree months ended March 31, 2026 and 2025, respectively. For the nine months ended DecemberMarch 31, 2026 and 2025 operating expenses were $447,682 and 2024 were $351,374 and $403,261,$538,397, respectively. The decrease was in general and administrative expense, mainly due to decreased payroll, auditing expense, and professional expense.

Our netNet income (loss) for the sixthree months ended DecemberMarch 31, 20252026 and 20242025 were $1,027,321($166,216) and ($340,670$158,377), respectively. For the nine months ended March 31, 2026 and 2025, net income (loss) were were $861,105 and ($499,046), respectively. The increase in net income was mainly due to recognizing a non-recurring gain on the extinguishment of debt of $1,395,000.$1,395,000 in the prior quarter.

The accompanying consolidated financial statements have been prepared on a going concerning basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company has incurred recurring net losses. For the sixnine months ended DecemberMarch 31, 2025,2026, the Company recorded a net income of $1,027,321,$861,105, cash used to fund operating activities of $82,013$80,272 and at DecemberMarch 31, 2025,2026, had a shareholders’ deficit of $6,110,116.$4,880,635. For the sixnine months ended DecemberMarch 31, 20242025 the Company recorded a net loss of $340,670,$499,046, cash used to fund operating activities of $6,801$60,297 and at DecemberMarch 31, 2024,2025, had a shareholders’ deficit deficit of $5,576,377.$5,523,154. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Our cash needs for the sixnine months ended DecemberMarch 31, 20252026 were primarily met by short term loans and advances from current majority shareholder. As of DecemberMarch 31, 2025,2026, we had a cash balance of of $22,904.$29,346. Our new majority shareholders will need to provide parts of our working capitals going forward.

Liquidity and Capital Resources for the sixnine months ended DecemberMarch 31, 20252026 compared to the sixnine months ended DecemberMarch 31, 2024.2025.

Net cash used in operating activities was $82,013$80,272 for the sixnine months ended DecemberMarch 31, 2025,2026, an increase of $75,212$19,975 compared to cash used in operating activities of $6,801$60,297 for the sixnine months ended DecemberMarch 31, 2024.2025. The increase in net cash used in operating activities was mainly due to the increase of customer advance advance for the sixnine months ended DecemberMarch 31, 20252026 compared to the same period in 2024.2025.

Net cash provided from financing activities was $59,471$52,475 for the sixnine months ended DecemberMarch 31, 2025,2026, compared to $10,877$43,314 net cash usedprovided byfrom financing activities for the sixnine months ended ended DecemberMarch 31, 2024.2025. The increase in net cash provided from financing activities for the sixnine months ended DecemberMarch 31, 20252026 was primarily attributable to a new loan of $50,000 obtained in thisthe last quarter.

As of DecemberMarch 31, 2025,2026, the Company had $22,904$29,346 in cash, negative working capital of $2,404,215$2,478,411 and total deficit attributable to owners of the Company of 4,632,499.$4,797,818. As of June 30, 2025, we had $44,056 in cash, negative working capital of $3,584,235 and total deficit attributable to owners of the Company of $5,661,210.

The preparation of these consolidated financial statements (“CFS”) in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of net sales and expenses during the reported periods. Actual results may differ from those estimatesestimates, and such differences may be material to the financial statements. The more significant estimates and assumptions by management includeinclude, among others, the fair value of shares of common stock issued for services. The current economic environment has increased the degree of uncertainty inherent in these estimates and assumptions.

Inventories are stated at the lower cost (first-in, first-out) or net realizable value. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, for estimated excess, obsolescence, or impaired balances. For the sixnine months ended DecemberMarch 31, 20252026 and June 30, 2025, the Company has made provision of $9,000 both for inventory in regard to slow moving or obsolete items. As of DecemberMarch 31, 20252026 and June 30, 2025, net inventories amounted to $103,909$97,539 and $164,651, respectively.

Basic earnings (loss) per share are computed by by dividing income available to common shareholders by the weighted-average number of common shares available. Diluted earnings (loss) per per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. dilutive. The Company’s diluted loss per share is the same as the basic loss per share for the sixnine months ended DecemberMarch 31, 2025 2026 and 2024, 2025, as there are no potential shares outstanding that would have a dilutive effect.

Income tax expense is based on pretax financial accounting income. Deferred tax assets and liabilities are recognized for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and their reported amounts. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. The Company recorded the valuation allowance against its deferred tax assets of $7,618,155$7,784,371 as of DecemberMarch 31, 20252026 and $8,645,476 as of June 30, 2025.