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

As a smaller reporting company, we are not required to include risk factors in this Annual Report. Investment in our securities involves a high degree of risk. You should consider carefully all of the risks described on the Registration Statement on Form S-3 filed by the Company on SeptemberMarch 17, 2021,2026, and as as subsequently amended, together with the other information contained in this report, before making a decision to invest in our units. If If any of the events descripted in the risk factors occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

We are headquartered in Flushing, New York. After a series of acquisitions and dispositions in 20242025 and 2023,2024, our primary business, which is carried out by Shandong Yunchu, Jingshan Sanhe, Xianning Bozhuang and Fast Approach Inc, isincludes the following operations:

Net Revenues. Our net revenues for the fiscal year ending on December 31, 20242025 amounted to $6.73$3.04 million, reflecting a decline of approximately $10.93$1.65 million or 62%35% compared to the previous year’s figure of $17.66$4.69 million (ending on December 31, 20232024). InThe decrease in revenue can be attributed to the previousstagnant fiscal year, 50%sales of ourdiesel, totalwhich revenue was generateddecreased from the$4.10 sale of a diverse range of food productsmillion to restaurants.$2.79 However,million this segment has been significantly impacted byduring the adverse effectscurrent ofperiod, COVID-19, leading toand a decline in salesadvertising service revenue from $14.32$0.41 million in 2023 to $2.04 million in 2024.$644.

Cost of Revenues. During During the year ended December 31, 2024,2025, we experienced a decrease in cost of revenue of $10.11$1.20 million or 63%,29%, in comparison to the year ended December 31, 2023,2024, from approximately $16.08$4.14 million to $5.97$2.94 million. This change was mainly due to a decrease in cost of revenue from sales of revenue, asdiesel discussed above.products.

Selling and Marketing Expenses. Our selling and marketing expenses decreasedincreased by $0.05$0.02 million, or 57%,113%, to $0.04$0.03 million for the year ended December 31, 20242025 from $0.09$0.02 million for the year ended December 31, 2023,2024. This increase was mainly due to the decreaseincrease in transportationshipping and storagedelivery cost,expenses asand wellbusiness astravel declineand meals in the sales staff salaries.expense.

General and Administrative Expenses. Our general and administrative expenses for the year ended December 31, 20242025 decreasedincreased by $0.67$14.58 million, to $7.33$17.64 million compared to the previous year’s $8.00$3.06 million, This increase was mainly due to lossthe inCompany’s issuance of 6,950,000 shares of common stock under the amount2025 Plan for a fair value of $1.97$14.43 million recognized for obsolete tea products during the year ended December 31, 2023, and partially offset by increase in allowance for doubtful accounts and impairment of long-term investments during the year ended December 31, 2024.million.

Our net loss decreasedincreased by $13.51$19.65 million, or 65%,268%, to a net loss of $7.33$26.98 million for the year ended December 31, 20242025 from $20.84$7.33 million in net loss for the year ended December 31, 2023.2024. This decrease was mainlyprimarily dueattributed to the decreaseincrease in lossgeneral onand administrative expenses and the disposal increase of certainnet subsidiaries.loss from discontinuing operations.

As of December 31, 2024,2025, we had cash and restricted cash of $195,153 $118,956 compared to $237,214$180,335 as of December 31, 2023.2024. The debt to assets ratio was 54.0%121.3% and 54.4%54.0% as of December 31, 20242025 and December 31, 2023, 2024, respectively. We expect to continue to finance our operations and working capital needs in 20242026 from cash generated from operations and, if needed, private financings.financing. Suppose available liquidity is insufficient to meet our operating and loan obligations as they come due. In that case, our plans include pursuing alternative financing arrangements or reducing expenditures as necessary to meet our cash requirements. However, there is no assurance that we will raise additional capital or reduce discretionary spending to provide liquidity if needed. We cannot be sure of the availability or terms of any alternative financing arrangements.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the Company has incurred a net loss from continuing operations of $7,457,193$17,791,496 for the year ended December 31, 2024.2025. As of December 31, 2024,2025, the Company had an accumulated deficit of $148,053,653,$175,029,363, a working capital deficit of $6,120,752,$7,070,747, its net cash providedused byin operating activities from continuing operations for the year ended December 31, 20242025 was $928,644.$1,786,297.

Net cash providedused byin operating operating activities was $0.93$1.79 million during the year ended December 31, 2024,2025, compared to $5.28$0.81 million usedprovided inby operating activities during the year ended December 31, 2023.2024. This change was primarily due to the decreaseincrease in net loss excludingfrom non-cashcontinuing operations expenses,of gains$15.22 million, less increase in adjustments to reconcile net loss of $14.66 million and losseschanges in net cash used in operating activities from discontinued operations of $1.41$0.43 million, plus changes in net operating assets and liabilities of $5.23 million, and partially offset by a decrease in net cash provided$2.47 by operating activities from discontinued operations of $0.43 million.

Net cash used in investing activities for the year ended December 31, 20242025 was $5,421,$4,334, compared to $2.47 million$190 provided by investing activities for the same period in 2023. This change is primarily due to a reduction in proceeds2024, which was primarily cash used for purchase of equipment, and cash received from disposal of equity method investments of $2.77 million compared to the year ended December 31, 2023.equipment.

The net cash usedprovided in by financing activities was $0.97$1.74 million during the year ended December 31, 2024,2025, compared to net cash providedused byin financing activities of $2.89$0.84 million for the same period in 2023.2024. This change can be attributed to a rise in loanproceeds to related parties, and partially offset by an increase infrom bank loans.

Critical Accounting Estimates and Policies

We are headquartered in Flushing, New York. After a series of acquisitions and dispositions in 2026 and 2025, our primary business, which is carried out by Jingshan Sanhe, Xianning Bozhuang, Hubei Shengsili and Fast Approach Inc, includes the following operations:

Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended March 31,June 30, 2025.

The following discussion should be read in conjunction with the Company’s unaudited condensed consolidated financial statements for the three months ended MarchJune 31,30, 2026 and 2025 and related notes.

Net Revenues. Our net revenues for the three months ended March 31,June 30, 2026 amounted to $6.36 million,$790,203, reflecting an increase of approximately $5.52 million$787,073 compared to $0.84 million$3,130 for the three months ended MarchJune 31,30, 2025. This increase was attributable to the growth of our acquisitiononline of Hubeiadvertising Shengsili in November 2025business and the expanded enterprise sales distribution channel of our tea products for the three months ended MarchJune 31,30, 2026.

Cost of Revenues. During the three months ended MarchJune 31,30, 2026, we experienced aan decreaseincrease in our cost of revenue of $0.34 million,$731,731, in comparison to the three months ended MarchJune 31,30, 2025, from approximately $0.78 million$1,672 to $0.44 million.$733,403. This decreaseincrease was mainly due to aan decrease increase in cost of revenue from fromonline advertising services and sales of dieseltea products.products in line with revenue.

Promotion cost. cost. During the three months ended MarchJune 31,30, 2026, we incurred promotion cost of $4.39 million$760,064 in connection with sales of tea products by by Hubei Shengsili, compared to $nil for the three months ended MarchJune 31,30, 2025.

Gross Profit. Our gross profit increaseddecreased by approximately $1.47 million,$704,722, to $1.53loss millionof $703,264 for the three months ended MarchJune 31,30, 2026 compared to $0.06profit millionof for the three months ended March 31, 2025. Our gross margin increased by 17.6%, to 24.1%$1,458 for the three months ended MarchJune 31,30, 20262025. compared toOur 6.5%gross margin was negative 89.0% for the three months ended MarchJune 31,30, 2026 compared to positive 46.6% for the three months ended June 30, 2025. The increasedecrease in gross profit and gross margin was attributable to an increase in promotion cost. We engaged sales agents to expand the sales network of our acquisitiontea ofproduct, incurred significant promotion cost to achieve Hubeismall Shengsiliprofits andbut increasedquick revenue, as discussed above.turnover.

Selling and Marketing Expenses. Our selling and marketing expenses increased by $2,093,$842, to $12,131$1,985 for the three months ended MarchJune 31,30, 2026 from $10,038$1,143 for the three months ended MarchJune 31,30, 2025. This increase was mainly due to the increase in shipping and delivery expenses and business travel and meals expense.

General and and Administrative Expenses. Our general and administrative expenses for the three months ended MarchJune 31,30, 2026 increased by approximately $0.30 million,$158,888, to $0.95 million$454,416 compared to $0.65 million$295,528 for the three months ended MarchJune 31,30, 2025. This increase was mainly due to an increase in auditsalary and rental expense of $0.21our million.new subsidiaries, as well as impairment of intangible asset.

Research and and Development Expenses. Our research and development expenses for the three months ended MarchJune 31,30, 2026 decreasedwas by $3,956, to $12,382$836, compared to $16,338 $nil for the three months ended MarchJune 31,30, 2025. This decreaseincrease was mainly due to aan decreaseincrease in depreciation research expense relatedof toour researchnew equipment.products.

Net Income ( Loss)

Our net incomeloss was $0.50$1,149,151 million for the three months ended MarchJune 31,30, 2026, compared to a net loss of $0.80 million$773,581 for the three months ended MarchJune 31,30, 2025. This change in net incomeloss was primarily attributable to the increase decrease in revenue,gross profit, as discussed above.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern; The however, the Company has reported net incomeloss from continuing operations of $502,855$279,375 for the threesix months ended MarchJune 31,30, 2026.2026, Itsand its net cash provided by operating activities from continuing operations for the threesix months ended MarchJune 31,30, 2026 was $4,580,433.$24,080. However, theThe Company had an accumulated deficit of $174,717,437 $175,623,596 and a working capital deficit of $4,897,804$6,122,619 as of MarchJune 31,30, 2026.

Net cash providedused by in operating activities was $4.58 million$477,569 during the threesix months ended MarchJune 31,30, 2026, compared to $0.35 million used in operating activities during the three months ended March 31, 2025. This change was primarily due to the improvement in net incomeloss from continuing operations of $1.15 million, plus an increase in$279,375, adjustments to reconcile net loss of $0.07 million, and $281,385, changes in net operating assets and liabilities of $3.71$22,070, million.and net cash used in operating activities from discontinued operations of $501,649.

Net cash used in investing activities from continuing operations for the threesix months ended MarchJune 31,30, 2026 was $14,127,$12,252, comparedprimarily due to $2,456 for the same period in 2025, which was primarily cash used for purchase of equipment.equipment of $12,689. Net cash provided by investing activities from discontinued operations for the six months ended June 30, 2026 was $323.