Full Press Release Details
ZHONG GUO LIANG TOU GROUP LIMITED
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2025 AND DECEMBER 31, 2024 AND
FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
ZHONG GUO LIANG TOU GROUP LIMITED
INDEX TO THE UNAUDITED CONSOLIDATED FINANCIAL
| Page | |
| Unaudited Consolidated Financial Statements: | |
| Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 | 1 |
| Unaudited Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2025 and 2024 | 2 |
| Unaudited Consolidated Statements of Change in Stockholder's Equity for the three and six months ended June 30, 2025 and 2024 | 3 |
| Unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024 | 4 |
| Notes to Unaudited Consolidated Financial Statements | 5 - 21 |
Guo Liang Tou Group Limited
CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 40,221,321 | $ | 41,432,852 | ||||
| Accounts receivable | - | 845 | ||||||
| Prepayments and other current assets | 1,255,991 | 1,333,310 | ||||||
| Inventories | 1,723,034 | 1,250,701 | ||||||
| Total Current Assets | 43,200,346 | 44,017,708 | ||||||
| Non-Current Assets | ||||||||
| Long-term investment | 139,421 | - | ||||||
| Property and equipment, net | 4,267,880 | 4,039,852 | ||||||
| Land use right, net | 2,626,426 | 2,645,891 | ||||||
| Intangible assets, net | 90,412 | 49,286 | ||||||
| Operating lease right-of-use asset | 504,285 | - | ||||||
| Total Non-Current Assets | 7,628,424 | 6,735,029 | ||||||
| TOTAL ASSETS | $ | 50,828,770 | $ | 50,752,737 | ||||
| LIABILTIES AND STOCKHOLDER'S EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | 585,784 | $ | 585,304 | ||||
| Accrued expenses and other current liabilities | 193,632 | 227,726 | ||||||
| Other taxes payable | 494,522 | 558,022 | ||||||
| Advances from customers | 33,139,678 | 37,721,923 | ||||||
| Income tax payable | 1,116,047 | 849,174 | ||||||
| Operating lease liability, current portion | 206,810 | - | ||||||
| Total Current Liabilities | 35,736,473 | 39,942,149 | ||||||
| Non-Current Liabilities | ||||||||
| Operating lease liability, non-current portion | 353,577 | - | ||||||
| Total Non-Current Liabilities | 353,577 | - | ||||||
| TOTAL LIABILITIES | 36,090,050 | 39,942,149 | ||||||
| COMMITMENTS AND CONTINGENCIES (NOTE 11) | ||||||||
| STOCKHOLDER'S EQUITY | ||||||||
| Ordinary shares, $1 par value; 50,000 shares authorized; 1 share issued and outstanding as of June 30, 2025 and December 31, 2024 | 1 | 1 | ||||||
| Additional paid-in capital | 6,935,306 | 6,935,306 | ||||||
| Retained earnings | 7,691,728 | 3,996,003 | ||||||
| Accumulated other comprehensive loss | 111,685 | (120,722 | ) | |||||
| TOTAL STOCKHOLDER'S EQUITY | 14,738,720 | 10,810,588 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | $ | 50,828,770 | $ | 50,752,737 |
The accompanying notes are an integral part of
these unaudited consolidated financial statements.
Guo Liang Tou Group Limited
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
| Unaudited Three months ended Jun 30 | Unaudited Six months ended Jun 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue, net | $ | 7,460,022 | $ | 962,195 | $ | 11,979,062 | $ | 962,195 | ||||||||
| Cost of revenues | (2,516,756 | ) | (442,999 | ) | (4,982,858 | ) | (442,999 | ) | ||||||||
| GROSS PROFIT | 4,943,266 | 519,196 | 6,996,204 | 519,196 | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Selling expenses | (435,886 | ) | - | (1,240,303 | ) | - | ||||||||||
| General and administrative expenses | (602,431 | ) | (144,194 | ) | (1,018,271 | ) | (144,195 | ) | ||||||||
| Research and development costs | (30,861 | ) | - | (58,344 | ) | - | ||||||||||
| Total Operating Expenses | (1,069,178 | ) | (144,194 | ) | (2,316,918 | ) | (144,195 | ) | ||||||||
| OPERATING INCOME (LOSS) | 3,874,088 | 375,002 | 4,679,286 | 375,001 | ||||||||||||
| OTHER INCOME (EXPENSES) | ||||||||||||||||
| Interest income | 159,901 | 2,558 | 198,678 | 2,954 | ||||||||||||
| Other income | (26 | ) | 2,413 | 54,795 | 2,413 | |||||||||||
| Other expenses | (18 | ) | - | (19 | ) | - | ||||||||||
| Interest expenses | (5,609 | ) | - | (5,609 | ) | - | ||||||||||
| Total Other Income, net | 154,248 | 4,971 | 247,845 | 5,367 | ||||||||||||
| - | ||||||||||||||||
| INCOME BEFORE INCOME TAXES | 4,028,336 | 379,973 | 4,927,131 | 380,368 | ||||||||||||
| Provision for income tax | (1,106,294 | ) | (23,135 | ) | (1,231,406 | ) | (23,155 | ) | ||||||||
| NET INCOME | $ | 2,922,042 | $ | 356,838 | $ | 3,695,725 | $ | 357,213 | ||||||||
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||||||||||
| Foreign currency translation adjustment | 179,385 | (35,062 | ) | 232,407 | (35,066 | ) | ||||||||||
| COMPREHENSIVE INCOME | $ | 3,101,427 | $ | 321,776 | $ | 3,928,132 | $ | 322,147 | ||||||||
| Basic and diluted earnings per share | $ | 2,922,042 | $ | 356,838 | $ | 3,695,725 | $ | 357,213 | ||||||||
| Weighted average number of shares outstanding - basic and diluted | 1 | 1 | 1 | 1 |
The accompanying notes are an integral part of
these unaudited consolidated financial statements.
Guo Liang Tou Group Limited
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDER'S EQUITY
| Ordinary shares | Additional paid-in | Retained earnings (accumulated | Accumulated other comprehensive | Shareholders' | ||||||||||||||||||||
| Number | Amount | capital | deficit) | income (loss) | equity | |||||||||||||||||||
| Three Months Ended June 30,2025 and 2024: | ||||||||||||||||||||||||
| Balance as of March 31,2025 | 1 | 1 | 6,935,306 | 4,769,686 | (67,700 | ) | 11,637,293 | |||||||||||||||||
| Additional paid-in capital | - | - | - | - | - | - | ||||||||||||||||||
| Issuance of shares | - | - | - | - | - | - | ||||||||||||||||||
| Net income | - | - | - | 2,922,042 | - | 2,922,042 | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | 179,385 | 179,385 | ||||||||||||||||||
| Balance as of June 30,2025 | 1 | 1 | 6,935,306 | 7,691,728 | 111,685 | 14,738,720 |
| Ordinary shares | Additional paid-in | Retained earnings (accumulated | Accumulated other comprehensive | Shareholders' | ||||||||||||||||||||
| Number | Amount | capital | deficit) | income (loss) | equity | |||||||||||||||||||
| Balance as of March 31,2024 | $ | 1 | 1 | 6,935,306 | 375 | (4 | ) | 6,935,678 | ||||||||||||||||
| Issuance of shares | - | - | - | - | - | - | ||||||||||||||||||
| Net income | - | - | - | 356,838 | - | 356,838 | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | (35,062 | ) | (35,062 | ) | ||||||||||||||||
| Balance as of Jun 30,2024 | 1 | 1 | 6,935,306 | 357,213 | (35,066 | ) | 7,257,454 | |||||||||||||||||
| Six Months Ended June 30.2025 and 2024: | ||||||||||||||||||||||||
| Balance as of December 31,2024 | 1 | 1 | 6,935,306 | 3,996,003 | (120,722 | ) | 10,810,588 | |||||||||||||||||
| Additional paid-in capital | - | - | - | - | - | - | ||||||||||||||||||
| Issuance of shares | - | - | - | - | - | - | ||||||||||||||||||
| Net income | - | - | - | 3,695,725 | - | 3,695,725 | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | 232,407 | 232,407 | ||||||||||||||||||
| Balance as of Jun 30,2025 | 1 | 1 | 6,935,306 | 7,691,728 | 111,685 | 14,738,720 |
| Ordinary shares | Additional paid-in | Retained earnings (accumulated | Accumulated other comprehensive | Shareholders' | ||||||||||||||||||||
| Number | Amount | capital | deficit) | income (loss) | equity | |||||||||||||||||||
| Balance as of December 31,2023 | $ | 1 | 1 | - | - | - | 1 | |||||||||||||||||
| Issuance of shares | - | - | 6,935,306 | - | - | 6,935,306 | ||||||||||||||||||
| Net income | - | - | - | 357,213 | - | 357,213 | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | (35,066 | ) | (35,066 | ) | ||||||||||||||||
| Balance as of Jun 30,2024 | 1 | 1 | 6,935,306 | 357,213 | (35,066 | ) | 7,257,454 |
The accompanying notes are an integral part of
these unaudited consolidated financial statements.
Guo Liang Tou Group Limited
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six months ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 3,695,725 | $ | 357,213 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 229,445 | 27,615 | ||||||
| Interest expense | 5,609 | - | ||||||
| Interest income | (198,458 | ) | - | |||||
| Accounts receivable | 850 | - | ||||||
| Prepayments and other current asset | 99,502 | (370,143 | ) | |||||
| Income taxes receivable | - | - | ||||||
| Inventories | (445,319 | ) | (273,498 | ) | ||||
| Accounts payable | (9,650 | ) | 552,957 | |||||
| Accrued expenses | (44,079 | ) | 80,151 | |||||
| Other payables | 7,118 | 22,267 | ||||||
| Other taxes payable | (72,430 | ) | 81,816 | |||||
| Advances from customers | (5,182,596 | ) | 7,569,249 | |||||
| Income tax payable | 249,145 | 23,135 | ||||||
| Total adjustments | (5,360,863 | ) | 7,713,549 | |||||
| Net cash (used in)/provided by operating activities | (1,665,138 | ) | 8,070,762 | |||||
| Cash flows from investing activities: | ||||||||
| Interest received | 198,458 | - | ||||||
| Purchase of equipment | (267,703 | ) | - | |||||
| Purchase of intangible asset | (42,231 | ) | (4,034 | ) | ||||
| Long term investment | (137,834 | ) | - | |||||
| Net cash used in investing activities | (249,310 | ) | (4,034 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of ordinary share | - | - | ||||||
| Net cash provided by financing activities | - | - | ||||||
| Effect of exchange rates on cash and cash equivalents | 702,917 | (74,296 | ) | |||||
| Net change in cash and cash equivalents | (1,211,531 | ) | 7,992,432 | |||||
| Cash and cash equivalents, beginning of period | 41,432,852 | 14 | ||||||
| Cash and cash equivalents, end of period | $ | 40,221,321 | $ | 7,992,446 | ||||
| Supplemental Cash Flow Information: | ||||||||
| Cash paid for income taxes | $ | 1,094,206 | $ | - | ||||
| Cash paid for interest | $ | - | $ | - |
| Six months ended June 30 | ||||||||
| Supplemental non-cash in investing and financing activities: | 2025 | 2024 | ||||||
| Operating lease right-of-use assets, obtained in exchange for operating lease obligations | $ | 548,398 | $ | - |
The accompanying notes are an integral part of
these unaudited consolidated financial statements.
ZHONG GUO LIANG TOU GROUP LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Description of Business and
Basis of Presentation
Zhong Guo Liang Tou Group
Limited (the "CFI") was incorporated in the British Virgin Islands ("BVI") as a BVI Business Company on April
18, 2024 to be a holding company without substantive operations. CFI conducts its business operations through wholly owned subsidiaries
(together "the Company"), that operate within the health and wellness food industry or holistic health food industry, focusing
on distributing natural, grain-based health foods that support preventative health and wellness. The Company offers products that cater
to the rising demand for safe, high-quality nutritional options, blending modern technology with traditional Chinese medicine.
Recapitalization: During 2024, CFI
undertook transactions to reorganize its legal structure as follows:
CFI, CFI HK, and OpCo 1 are
controlled by the same controlling stockholder before and after the reorganization; therefore, the reorganization is considered a recapitalization
of entities under common control. The recapitalization of the Company was accounted for at historical cost, with no goodwill or intangibles
assets recorded, and the unaudited consolidated financial statements are prepared as if the aforementioned transactions were effective
as of the beginning of the first period presented. Results of operations for the periods presented comprise those of the previous separate
entities combined from the period from August 14, 2023 (inception) to May 20, 2024.
Basis of Presentation and Principles of
Consolidation: The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States of America ("U.S. GAAP") and include the assets, liabilities,
revenues, expenses and cash flows of all wholly owned subsidiaries. The accompanying unaudited consolidated financial statements reflect
all adjustments including normal recurring adjustments, which, in the opinion of the Company's management, are necessary to present
fairly the financial position, results of operations, and cash flows for the periods presented in accordance with GAAP. References to
GAAP issued by the Financial Accounting Standards Board ("FASB") in these accompanying notes to the unaudited consolidated
financial statements are to the FASB Accounting Standards Codification ("ASC").
The accompanying unaudited
consolidated financial statements of the Company include the financial statements of CFI and its wholly owned subsidiaries. All significant
intercompany balances and transactions within the Company have been eliminated upon consolidation. OpCo 1, OpCo 2, OpCo 3, OpCo 4, and
OpCo 5 are collecteively referred to as the "PRC Subsidiaries".
ZHONG GUO LIANG TOU GROUP LIMITED
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Summary of Significant Accounting
Foreign Currency and Foreign Currency Translation:
The unaudited consolidated financial statements of the Company are presented in the reporting currency of the U.S dollar ("USD").
The functional currency of the Company is the Chinese Renminbi ("RMB"), which is the respective local currency used in its
primary economic environment. Assets and liabilities of the Company are translated into the reporting currency using the exchange rate
in effect at the balance sheet dates. Equity transactions are translated using the historical exchange rate in effect on the date of the
transaction, except for the change in retained earnings during the year, which is the result of the operations translation process. Results
of operations and cash flows are translated using the weighted average exchange rates in effect during the period. As a result, amounts
relating to the assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding
balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements
into the reporting currency are recorded as a component of comprehensive income (loss). For the three months ended June 30, 2025 and 2024,
the translation adjustment resulted in a gain of $179,385 and a loss of $35,062, respectively. For the six months ended June 30, 2025
and 2024, the translation adjustment amounted to a gain of $232,407 and a loss of $35,066, respectively.
Remeasurement gains and losses
from transactions that are not denominated in the functional currency are recorded as other income (expenses) in the unaudited consolidated
statements of income and comprehensive income. All of the Company's revenue transactions are transacted in its functional currency.
The Company has not entered into any material transaction in a currency other than its functional currency since inception. Transaction
gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.
Translation of amounts from
RMB into USD has been made at the following exchange rates for the respective periods:
| Balance sheet items, except for equity accounts | ||||
| June 30, 2025 | RMB7.1725 to $1.00 | |||
| December 31, 2024 | RMB7.2980 to $1.00 | |||
| Income statement and cash flows items | ||||
| For the six months ended June 30, 2025 | RMB7.2551 to $1.00 | |||
| For the six months ended June 30, 2024 | RMB7.2004 to $1.00 |
Emerging Growth Company: The Company
is expected to be an emerging growth company, as defined in the Jumpstart Our Business Startups ("JOBS") Act. Under the JOBS
Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act,
until such time as to those standards apply to private companies. The Company has elected to use this extended transition period for complying
with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the
date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition
period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or
revised accounting pronouncements as of public company effective dates.
The preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires the Company's 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 unaudited consolidated financial statements. Making estimates requires management to exercise significant judgment.
Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ
significantly from those estimates. It is at least reasonably possible that the estimate of the effect of a condition, situation or set
of circumstances that existed at the date of the unaudited consolidated financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. The Company's most significant assumptions and
estimates relate to the carrying value of accounts receivable, other receivables, including the determination of the allowance for credit
losses, the carrying value of prepayments, the net realizable value of inventories, the valuation of nonmonetary transactions, the useful