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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 June 30, 2024
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission File No. 001-41816

NORTHANN CORP.
(Exact name of registrant as specified in its charter)

Nevada |  | 88-1513509
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

c/o Northann Distribution Center Inc. 9820 Dino Drive, Suite 110 Elk Grove, CA 95624 |  | 95624
(Address of Principal Executive Offices) |  | (Zip Code)

(916) 573 3803
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

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, $0.001 par value |  | NCL |  | NYSE American LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
☐
No
☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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
☐
As of August
1
4
, 2024, there were 24,240,000 shares of common stock of the Registrant, par value $0.001 per share, issued and outstanding.
Northann Corp.
Quarterly Report on Form 10-Q
TABLE OF CONTENTS

|  |  |  | Page
PART I – FINANCIAL INFORMATION |  | F-1
Item 1. |  | Financial Statements |  | F-1
|  | Consolidated Balance Sheets |  | F-1
|  | Consolidated Statements of Operations and Comprehensive Income (Loss) |  | F-2
|  | Consolidated Statements of Shareholders’ Equity |  | F-3
|  | Consolidated Statements of Cash Flows |  | F-4
|  | Notes to Unaudited Condensed Financial Statements |  | F-5
Item 2. |  | Management’s Discussion and Analysis of Financial Condition and Results of Operations |  | 1
Item 3. |  | Quantitative and Qualitative Disclosures about Market Risk |  | 5
Item 4. |  | Control and Procedures |  | 5
PART II – OTHER INFORMATION |  | 5
Item 1. |  | Legal Proceedings |  | 6
Item 1A. |  | Risk Factors |  | 6
Item 2. |  | Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities |  | 6
Item 3. |  | Defaults Upon Senior Securities |  | 6
Item 4. |  | Mine Safety Disclosures |  | 6
Item 5. |  | Other Information |  | 6
Item 6. |  | Exhibits |  | 7
SIGNATURES |  | 8

P
ART I – FINANCIAL INFORMATION
I
tem 1. Financial Statements
NORTHANN CORP.
C
ONSOLIDATED BALANCE SHEETS
(Unaudited)
(In U.S. dollars)

|  | As of June 3 0 , |  |  | As of December 31, |
|  | 2024 |  |  | 2023 |
|  | (Unaudited) |  |  |  |
ASSETS |  |  |  |  |  |  |  |
CURRENT ASSETS |  |  |  |  |  |  |  |
Cash |  | $ | 220,338 |  |  | $ | 1,101,443 |
Restricted cash |  |  | 3,748 |  |  |  | 3,771 |
Accounts receivable, net |  |  | 2,533,143 |  |  |  | 2,615,458 |
Inventory, net |  |  | 3,045,851 |  |  |  | 2,645,488 |
Prepayments |  |  | 532,661 |  |  |  | 311,402 |
Other receivables and other current assets |  |  | 55,598 |  |  |  | 127,313 |
Total current assets |  |  | 6,391,339 |  |  |  | 6,804,875 |
NON-CURRENT ASSETS |  |  |  |  |  |  |  |
Property, plant and equipment, net |  |  | 4,365,871 |  |  |  | 4,724,105 |
Construction in progress |  |  | 1,289,167 |  |  |  | 962,338 |
Land use rights, net |  |  | 1,012,829 |  |  |  | 1,030,982 |
Operating lease right-of-use assets, net |  |  | 71,870 |  |  |  | 87,380 |
Security deposits |  |  | 9,030 |  |  |  | 9,030 |
Total non-current assets |  |  | 6,748,767 |  |  |  | 6,813,835 |
TOTAL ASSETS |  | $ | 13,140,106 |  |  | $ | 13,618,710 |
LIABILITIES AND STOCKHOLDERS’ DEFICIT |  |  |  |  |  |  |  |
CURRENT LIABILITIES |  |  |  |  |  |  |  |
Bank borrowings - current |  |  | 4,471,427 |  |  |  | 5,689,721 |
Operating lease liabilities, current |  |  | 32,207 |  |  |  | 31,413 |
Accounts and other payables and accruals |  |  | 2,508,758 |  |  |  | 4,538,322 |
Taxes payable |  |  | 514,158 |  |  |  | 608,679 |
Unearned revenue |  |  | 1,553,034 |  |  |  | 1,084,484 |
Amounts due to related parties |  |  | 2,931,343 |  |  |  | 302,943 |
Obligation under secured borrowing arrangement |  |  | - |  |  |  | 599,664 |
Total current liabilities |  |  | 12,010,927 |  |  |  | 12,855,226 |
Bank borrowings – non-current |  |  | 120,519 |  |  |  | 124,905 |
Operating lease liabilities, – non-current |  |  | 39,663 |  |  |  | 55,967 |
Total non-current liabilities |  |  | 160,182 |  |  |  | 180,872 |
TOTAL LIABILITIES |  | $ | 12,171,109 |  |  | $ | 13,036,098 |
COMMITMENTS AND CONTINGENCIES |  |  |  |  |  |  |  |
STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Preferred stock – Series A, $0.001 par value, 100,000,000 shares authorized, 20,000,000 shares designated, 10,000,000 and 5,000,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023 |  |  | 10,000 |  |  |  | 5,000 |
Common stock, $0.001 par value, 400,000,000 shares authorized, 24,240,000 and 21,380,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023 |  |  | 24,240 |  |  |  | 21,380 |
Subscription receivable |  |  | (30,000 | ) |  |  | (25,000 | )
Additional paid-in capital |  |  | 7,829,752 |  |  |  | 6,671,016 |
Retained earnings |  |  | (6,251,405 | ) |  |  | (5,313,943 | )
Accumulated other comprehensive loss |  |  | (613,590 | ) |  |  | (775,841 | )
Total stockholders’ equity |  |  | 968,997 |  |  |  | 582,612 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |  | $ | 13,140,106 |  |  | $ | 13,618,710 |

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

| F-1 |

NORTHANN CORP.
C
ONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In U.S. dollars)

|  | T h ree Months Ended |  |  | Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 202 4 |  |  | 202 3 |  |  | 202 4 |  |  | 202 3 |
|  | (Unaudited) |  |  | (Unaudited) |  |  | (Unaudited) |  |  | (Unaudited) |
REVENUES |  | $ | 3,888,893 |  |  | $ | 4,541,690 |  |  | $ | 8,484,424 |  |  | $ | 7,276,623 |
COST OF REVENUES |  |  | 2,988,266 |  |  |  | 3,638,926 |  |  |  | 6,039,807 |  |  |  | 5,123,917 |
GROSS PROFIT |  |  | 900,627 |  |  |  | 902,764 |  |  |  | 2,444,617 |  |  |  | 2,152,706 |
OPERATING EXPENSES |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Selling expenses |  |  | 187,062 |  |  |  | 146,945 |  |  |  | 405,437 |  |  |  | 345,436 |
General and administrative expenses |  |  | 1,461,225 |  |  |  | 384,199 |  |  |  | 1,946,262 |  |  |  | 739,326 |
Finance Cost |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |
Research and development expenses |  |  | 419,588 |  |  |  | 210,104 |  |  |  | 932,185 |  |  |  | 510,315 |
Total operating expenses |  |  | 2,067,875 |  |  |  | 741,248 |  |  |  | 3,283,884 |  |  |  | 1,595,077 |
INCOME FROM OPERATIONS |  |  | (1,167,248 | ) |  |  | 161,516 |  |  |  | (839,267 | ) |  |  | 557,629 |
OTHER INCOME (EXPENSE) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | (77,696 | ) |  |  | (330,720 | ) |  |  | (345,644 | ) |  |  | (418,457 | )
Amortization of debt discounts |  |  | - |  |  |  | (522,288 | ) |  |  | - |  |  |  | (645,576 | )
Extinguishment loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  |  |
Other income |  |  | 250,248 |  |  |  | 394 |  |  |  | 250,248 |  |  |  | 552 |
Other expenses |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Exchange loss |  |  | - |  |  |  | (5,600 | ) |  |  | - |  |  |  |  |
Total other income (expenses), net |  |  | 172,552 |  |  |  | (858,214 | ) |  |  | (95,396 | ) |  |  | (1,063,481 | )
LOSS BEFORE TAXES |  |  | (994,696 | ) |  |  | (696,698 | ) |  |  | (934,663 | ) |  |  | (505,852 | )
Income tax expense |  |  | (2,799 | ) |  |  | (389 | ) |  |  | (2,799 | ) |  |  | (5,769 | )
NET LOSS |  |  | (997,495 | ) |  |  | (697,087 | ) |  |  | (937,462 | ) |  |  | (511,621 | )
Other comprehensive income: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign currency translation adjustment |  |  | 92,549 |  |  |  | 10,455 |  |  |  | 162,251 |  |  |  | 384,191 |
Total comprehensive loss |  |  | (904,946 | ) |  |  | (686,632 | ) |  |  | (775,211 | ) |  |  | (127,430 | )
Basic and diluted earnings per share* |  | $ | (0.04 | ) |  | $ | (0.03 | ) |  | $ | (0.04) |  |  | $ | (0.03) |
Weighted average number of shares of common stock outstanding – basic* |  |  | 22,912,667 |  |  |  | 20,000,000 |  |  |  | 22,142,099 |  |  |  | 20,000,000 |
Weighted average number of shares of common stock outstanding – diluted* |  |  | 22,912,667 |  |  |  | 20,000,000 |  |  |  | 22,142,099 |  |  |  | 20,000,000 |

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

| F-2 |

NORTHANN CORP.
C
ONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(In
U
.
S
. dollars)

|  | Preferred Stock – Series A |  |  | Common Stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Number of shares |  |  | Amount |  |  | Number of shares |  |  | Amount |  |  | Subscription receivable |  |  | Additional paid in capital |  |  | Retained earnings |  |  | Accumulated other comprehensive loss |  |  | Total |
Balance, December 31, 2023 |  |  | 5,000,000 |  |  | $ | 5,000 |  |  |  | 21,380,000 |  |  | $ | 21,380 |  |  | $ | (25,000 | ) |  | $ | 6,671,016 |  |  | $ | (5,313,943 | ) |  | $ | (775,841 | ) |  | $ | 582,612 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (937,462 | ) |  |  | - |  |  |  | (937,462 | )
Issuance of shares |  |  | 5,000,000 |  |  |  | 5,000 |  |  |  | 2,860,000 |  |  |  | 2,860 |  |  |  | (5,000 | ) |  |  | 1,158,736 |  |  |  |  |  |  |  |  |  |  |  | 1,161,596 |
Foreign currency translation adjustment |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 162,251 |  |  |  | 162,251 |
Balance, June 30 , 2024 |  |  | 10,000,000 |  |  | $ | 10,000 |  |  |  | 24,240,000 |  |  | $ | 24,240 |  |  | $ | (30,000 | ) |  | $ | 7,829,752 |  |  | $ | (6,251,405 | ) |  | $ | (613,590 | ) |  | $ | 968,997 |

|  | Preferred Stock – Series A |  |  | Common Stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Number of shares |  |  | Amount |  |  | Number of shares |  |  | Amount |  |  | Subscription receivable |  |  | Additional paid in capital |  |  | Retained earnings |  |  | Accumulated other comprehensive loss |  |  | Total |
Balance, March 31, 202 4 |  |  | 5,000,000 |  |  | $ | 5,000 |  |  |  | 21,380,000 |  |  | $ | 21,380 |  |  | $ | (25,000 | ) |  | $ | 6,671,016 |  |  | $ | (5,253,910 | ) |  | $ | (706,139 | ) |  | $ | 712,347 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (997,495 | ) |  |  | - |  |  |  | (997,495 | )
Issuance of common stock |  |  | 5,000,000 |  |  |  | 5,000 |  |  |  | 2,860,000 |  |  |  | 2,860 |  |  |  | (5,000 | ) |  |  | 1,158,736 |  |  |  |  |  |  |  |  |  |  |  | 1,161,596 |
Foreign currency translation adjustment |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 92 , 549 |  |  |  | 92,549 |
Balance, June 30, 2024 |  |  | 10,000,000 |  |  | $ | 10,000 |  |  |  | 24,240,000 |  |  | $ | 24,240 |  |  | $ | (30,000 | ) |  | $ | 7,829,752 |  |  | $ | (6,251,405 | ) |  | $ | (613,590 | ) |  | $ | 968,997 |

|  | Preferred Stock – Series A |  |  | Common Stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Number of shares |  |  | Amount |  |  | Number of shares |  |  | Amount |  |  | Subscription receivable |  |  | Additional paid in capital |  |  | Retained earnings |  |  | Accumulated other comprehensive loss |  |  | Total |
Balance, December 31, 2022 |  |  | 5,000,000 |  |  | $ | 5,000 |  |  |  | 20,000,000 |  |  | $ | 20,000 |  |  | $ | (25,000 | ) |  | $ | 925,000 |  |  | $ | 1,818,630 |  |  | $ | (769,891 | ) |  | $ | 1,973,739 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (511,621 | ) |  |  |  |  |  |  | (511,621 | )
Foreign currency translation adjustment |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 384,191 |  |  | $ | 384,191 |
Balance, June 30 , 2023 |  |  | 5,000,000 |  |  | $ | 5,000 |  |  |  | 20,000,000 |  |  | $ | 20,000 |  |  | $ | (25,000 | ) |  | $ | 925,000 |  |  | $ | 1,307,009 |  |  | $ | (385,700 | ) |  | $ | 1,846,309 |

|  | Preferred Stock – Series A |  |  | C ommon Stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  | Number of shares |  |  | Amount |  |  | Number of shares |  |  | Amount |  |  | Subscription receivable |  |  | Additional paid in capital |  |  | Retained earnings |  |  | Accumulated other comprehensive loss |  |  | Total |
Balance, March 31, 202 3 |  |  | 5,000,000 |  |  | $ | 5,000 |  |  |  | 20,000,000 |  |  | $ | 20,000 |  |  | $ | (25,000 | ) |  | $ | 925,000 |  |  | $ | 2,004,096 |  |  | $ | (396,155 | ) |  | $ | 2,532,941 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (697,087 | ) |  |  |  |  |  |  | (697,087 | )
Foreign currency translation adjustment |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 10,455 |  |  | $ | 10,455 |
Balance, June 30 , 2023 |  |  | 5,000,000 |  |  | $ | 5,000 |  |  |  | 20,000,000 |  |  | $ | 20,000 |  |  | $ | (25,000 | ) |  | $ | 925,000 |  |  | $ | 1,307,009 |  |  | $ | (385,700 | ) |  | $ | 1,846,309 |

The
acco
mpanying notes are an integral part of these consolidated financial statements.

| F-3 |

NORTHANN CORP.
C
ONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In
U
.
S
.
d
ollars)

|  | Six Months Ended June 3 0 , |
|  | 2024 |  |  | 2023 |
|  | (Unaudited) |  |  | (Unaudited) |
Cash flows from operating activities |  |  |  |  |  |  |  |
Net loss |  | $ | (937,462 | ) |  | $ | (511,621 | )
Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities: |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 157,912 |  |  |  | 220,129 |
Amortization of debt discounts |  |  | - |  |  |  | 645,576 |
Share-based compensation |  |  | 1,161,596 |  |  |  | - |
Income from settlement of C onvertible N otes |  |  | (250,000 | ) |  |  | - |
Changes in assets and liabilities |  |  |  |  |  |  |  |
Accounts receivable |  |  | 82,315 |  |  |  | 478,162 |
Other receivables |  |  | 71,715 |  |  |  | 31,859 |
Prepayments |  |  | (221,259 | ) |  |  | (349,617 | )
Inventory |  |  | (400,363 | ) |  |  | (1,388,636 | )
Prepaid expenses |  |  | - |  |  |  | - |
Right of use assets |  |  | 15,510 |  |  |  | 13,623 |
Deferred tax asset |  |  | - |  |  |  | - |
Accounts payable |  |  | (149,066 | ) |  |  | (547,729 | )
Accruals and other payables |  |  | 257,378 |  |  |  | 380,199 |
Unearned revenue |  |  | 468,550 |  |  |  | (10 | )
Payroll payable |  |  | 24,813 |  |  |  | 47,159 |
Taxes payable |  |  | (94,521 | ) |  |  | (68,582 | )
Accrued interest |  |  | 4,066 |  |  |  | - |
Operating leases |  |  | (15,510 | ) |  |  | (13,623 | )
Other assets |  |  | - |  |  |  | 138 |
Net cash provided or (used in) operating activities |  |  | 175,674 |  |  |  | (1,062,973 | )
Cash flows from investing activities |  |  |  |  |  |  |  |
P urchase of equipment |  |  | - |  |  |  | (7,593 | )
(Payments for ) or transfer from construction |  |  | (326,829 | ) |  |  | - |
Net cash used in investing activities |  |  | (326,829 | ) |  |  | (7,593 | )
Cash flows from financing activities |  |  |  |  |  |  |  |
Rep a yment of b ank Loan |  |  | (1,218,294 | ) |  |  | (294,477 | )
Re p ayment of secured borrowing arrangement |  |  | (599,664 | ) |  |  | - |
Settlement of convertible notes |  |  | (500,000 | ) |  |  |  |
Amounts received from or related party |  |  | 1,428,400 |  |  |  | 355,535 |
Net cash (used in) provided by financing activities |  |  | (889,558 | ) |  |  | 58,058 |
Effect of exchange rates on cash |  |  | 159,585 |  |  |  | 789,049 |
Net change in cash and cash equivalents |  |  | (881,128 | ) |  |  | (223,459 | )
Cash at beginning of year |  |  | 1,105,214 |  |  |  | 251,100 |
Cash at end of period |  | $ | 224,086 |  |  | $ | 27,641 |
Supplemental of cash flow information |  |  |  |  |  |  |  |
Cash paid for interest |  | $ | 101,047 |  |  | $ | 116,638 |
Cash paid for income taxes |  | $ | 2,799 |  |  | $ | 5,769 |

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

| F-4 |

N
OTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2024 (UNAUDITED) AND
FOR THE YEARS ENDED DECEMBER 31 2023
(In U.S. dollars)

| 1. | ORGANIZATION AND BUSINESS

The Company commenced operations in August 2013 with the establishment of Northann Building Solutions LLC. (“NBS”) in Delaware. In December 2013, Northann (Changzhou) Construction Products Ltd (“NCP”) was established in China. All of its products were manufactured through NCP.
In March 2014, Benchwich Construction Products Ltd (“Benchwick”) was established in Hong Kong. All wholesales to distributors are conducted through Benchwick.
In April 2014, Changzhou Macro Merit International Trading Co., Ltd. (“MARCO”) was established in China. All the import/export of our products are conducted through MARCO.
In February 2016, Northann Distribution Center Inc. (“NDC”) was established in California. NDC is a distribution center in the United States and maintains a small inventory for retail sales.
In September 2017, Changzhou Ringold International Trading Co., Ltd. (“Ringold”) was established in China. All of the raw material are procured from third parties through Ringold.
In September 2018, Crazy Industry (Changzhou) Industry Technology Co., Ltd. (“Crazy Industry”) was established in China. Crazy Industry is the research and development hub.
In June 2020, Dotfloor Inc. (“Dotfloor”) was established in California. Dotfloor operates dotfloor.com, the online store that offers our vinyl flooring products to retail customers in the United States.
In March 2022, Northann Corp. (“Northann”), the current ultimate holding company, was incorporated in Nevada as part of the restructuring transactions in contemplation of our initial public offering. In connection with its incorporation, in April 2022, we completed a share swap transaction and issued common stock and Series A Preferred Stock of Northann to the then existing shareholders of NBS, based on their then respective equity interests held in NBS. NBS then became our wholly owned subsidiary. In accordance to ASC 805-50-30-5 and ASC 805-50-45-1 through 45-5, the series of restructuring transactions have been accounted for as transactions between entities under common control; accordingly, the Company’s historical capital structure has been retroactively restated to the first period presented.
On October 23, 2023, the Company consummated the initial public offering (the “IPO”) of 1,200,000 shares of common stock, par value $0.001 per share at an offering price of $5.00 per share. On October 25, 2023, the underwriters of the IPO fully exercised the over-allotment option granted by the Company and purchased additional 180,000 shares of Common Stock at $5.00 per share. The closing of the Over-Allotment Option took place on October 26, 2023.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of
June
3
0
, 2024, the Company had a working capital deficit of $
6,367,395
and net cash
us
ed
in
operating activities of $
326,829
for the
six
months ended
June
3
0
, 2024. The Company may not have adequate liquidity to remain solvent and settle its obligations when payment become due; these factors gave rise to substantial doubt that the Company would continue as a going concern. Management is closely monitoring its financial position, especially its working capital and cash position, as well as its gross profit margins where its positive results of operations will allow the Company to continue as going concern. The company’s foremost plan is to boost revenue and improve profitability. These financial statements do not include any adjustments that might result from the outcome of this uncertainly.

| F-5 |

| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), and include the assets, liabilities, revenues, expenses and cash flows of all subsidiaries. All significant inter-company transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.
Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
Use of Estimates
The preparation of these consolidation financial statements requires management of the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, the Company evaluates its estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Identified below are the accounting policies that reflect the Company’s most significant estimates and judgments, and those that the Company believes are the most critical to fully understanding and evaluating its consolidated financial statements.
Basis of Consolidation
The consolidated financial statements include the financial statements of the Company.
Revenue Recognition
The Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) the Company satisfies the performance obligation.
Revenue for sales of products which are primarily comprised of hardwood floors and three-dimensional printed flooring are recognized at the time of delivery of the products set forth in contracts with customers. At the time of delivery, physical and legal control of the asset is passed from the Company to its customer, at which time the Company believes it has satisfied the single performance obligation to complete a sales transaction in order to recognize revenue. The Company’s contracts do not allow for returns, refunds, or warranties; however, it is customary in the industry to manufacturers to ship a small portion of extra product to allow for product quality issues. Also, as matter of good business practice, under very specific situations, the Company has historically agreed to provide minor discounts to customers who made complaints on products purchased. The Company has recorded these costs as period expenses when incurred as the Company is not able to reliably estimate such future expenses.
Revenues are recognized when control of the promised goods or services is transferred to our customers, which may occur at a point in time or over time depending on the terms and conditions of the agreement, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

| F-6 |

Practical expedients and exemption
The Company has not occurred any costs to obtain contracts and does not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.
The Company typically enters into agreements with its customers where its set forth the product to be sold, the price, payment terms, and any antecedent terms such as shipping and delivery specifications; these terms and conditions are most typically specified in purchase order issued by its customers to the Company. The Company typically recognizes revenue at point in time, which is when physical possession and legal title are transferred to the customer, this may be a shipping port or a specified destination; at this point the Company reasonably expect to paid for the product, or in the event where it was paid advance, the Company’s performance obligations have been satisfied and those funds are considered earned by the Company. If the Company sells products on account to customers, they are typically paid within 90 days. Any funds received in advance for the products yet to be transferred to its customer are contract liabilities that are recorded as unearned revenue on the Company’s consolidated balance sheets. $
247,844
and $291 were recognized as revenue from unearned revenue during the
six months
ended
June
3
0
, 2024 and 2023.
The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.
Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition.
On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted by the U.S. government which included a wide range of tax reform affecting businesses including the corporate tax rates, international tax provisions, tax credits and deduction with majority of the tax provision effective after December 31, 2017. Certain activities conducted in foreign jurisdictions may result in the imposition of U.S. corporate income taxes on the Company when its subsidiaries, controlled foreign corporations (“CFCs”), generate income that is subject to Subpart F or GILTI under the U.S. Internal Revenue Code beginning after December 31, 2017.
The Coronavirus Aid, Relief and Economy Security (CARES) Act (“the CARES Act, H.R. 748”) was signed into law on 27 March 2020. The CARES Act temporarily eliminates the 80% taxable income limitation (as enacted under the Tax Cuts and Jobs Act of 2017) for NOL deductions for 2018-2020 tax years and reinstated NOL carry backs for the 2018-2020 tax years. Moreover, the CARES Act also temporarily increases the business interest deduction limitations from 30% to 50% of adjusted taxable income for the 2019 and 2020 taxable year. Lastly, the Tax Act technical correction classifies qualified improvement property as 15-year recovery period, allowing the bonus depreciation deduction to be claimed for such property retroactively as if it was included in the Tax Act at the time of enactment. The Company does not anticipate a material impact on its financial statements as of
June
3
0
, 2024 and December 31, 2023 due to the recent enactment.

| F-7 |

The Company accounts for an unrecognized tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the tax authorities. The Company considers and estimates interest and penalties related to the gross unrecognized tax benefits and includes as part of its income tax provision based on the applicable income tax regulations.
The Company did
not
accrue any liability, interest or penalties related to uncertain tax positions in the provision for income taxes line of the consolidated statements of operations for the
six
months ended
June
3
0
, 2024. The Company had no uncertain tax position for the
six months
ended
June
3
0
, 2024 and
June
3
0
, 2023.
Foreign Currency and Foreign Currency Translation
The functional currency of the Company is the Chinese Yuan (“RMB”), as their functional currencies. An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements.
Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are re-measured at the applicable rates of exchange in effect at that date. Gains and losses resulting from foreign currency re-measurement are included in the statements of comprehensive loss.
The consolidated financial statements are presented in U.S. dollars. Assets and liabilities are translated into U.S. dollars at the current exchange rate in effect at the balance sheet date, and revenues and expenses are translated at the average of the exchange rates in effect during the reporting period. Stockholders’ equity accounts are translated using the historical exchange rates at the date the entry to stockholders’ equity was recorded, except for the change in retained earnings during the period, which is translated using the historical exchange rates used to translate each period’s income statement. Differences resulting from translating functional currencies to the reporting currency are recorded in accumulated other comprehensive income in the consolidated balance sheets.
Translation of amounts from RMB and HKD into U.S. dollars has been made at the following exchange rates:

Balance sheet items, except for equity accounts |  |  |  |
June 3 0 , 2024 |  | RMB 7.1268 to $1 |  | HKD 7.8085 to $1
June 3 0 , 2023 |  | RMB6.8717 to $1 |  | HKD7.8497 to $1
Income statement and cash flows items |  |  |  |
For the six months ended June 3 0 , 2024 |  | RMB 7.1028 to $1 |  | HKD 7.8199 to $1
For the six months ended June 3 0 , 2023 |  | RMB6.8476 to $1 |  | HKD7.8389 to $1

| F-8 |

Cash
Cash consist of cash on hand and at banks and highly liquid investments, which are unrestricted from withdrawal or use, and which have original maturities of three months or less when purchased.
Accounts Receivable, Net
Accounts receivable is stated at the historical carrying amount net of allowance for doubtful accounts. The Company determines the allowance for doubtful accounts on an individual basis taking into consideration various factors including but not limited to historical collection experience and creditworthiness of the debtors as well as the age of the individual receivables balance.
Additionally, the Company would make specific bad debt provisions based on any specific knowledge the Company has acquired that might indicate that an account is uncollectible. The facts and circumstances of each account may require the Company to use judgment in assessing its collectability.
There was no allowance for doubtful accounts recorded as of
June
3
0
, 2024 and December 31, 2023.
Long-Lived Assets
Long-lived assets consist primarily of equipment and intangible assets.
Equipment
Equipment is recorded at cost less accumulated depreciation and accumulated impairment. Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

|  | Estimated useful lives (years) |
Office and computer equipment |  |  | 3-5 |
Manufacturing equipment |  |  | 10-20 |

Expenditure for maintenance and repairs is expensed as incurred.
The gain or loss on the disposal of equipment is the difference between the net sales proceeds and the lower of the carrying value or fair value less cost to sell the relevant assets and is recognized in general and administrative expenses in the consolidated statements of comprehensive loss.
Land Use Rights, Net
Land use rights are a form of intangible assets in the PRC. They are recorded at cost less accumulated amortization with no residual value. Amortization of land use rights are computed using the straight-line method over their estimated useful lives.
The estimated useful lives of the Company’s land use rights are as listed below:

|  | Estimated useful lives (years) |
Land use right |  |  | 50 |

| F-9 |

Impairment of Long-lived Assets
In accordance with ASC 360-10-35, the Company reviews the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Based on the existence of one or more indicators of impairment, the Company measures any impairment of long-lived assets using the projected discounted cash flow method at the asset group level. The estimation of future cash flows requires significant management judgment based on the Company’s historical results and anticipated results and is subject to many factors. The discount rate that is commensurate with the risk inherent in the Company’s business model is determined by its management. An impairment loss would be recorded if the Company determined that the carrying value of long-lived assets may not be recoverable. The impairment to be recognized is measured by the amount by which the carrying values of the assets exceed the fair value of the assets. No impairment has been recorded by the Company
June
3
0
, 2024 and December 31, 2023.
Net earnings per share of common stock
The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying consolidation financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

|  | Three Months ended June 30, |  |  | Six Months ended June 3 0 , |
|  | 2024 |  |  | 2023 |  |  | 2024 |  |  | 2023 |
|  | (Unaudited) |  |  | (Unaudited) |
Net loss |  |  | (994,696 | ) |  |  | (697,088 | ) |  | $ | (937,462 | ) |  | $ | (511,621 | )
Weighted average number of shares of common stock outstanding - basic |  |  | 22,912,667 |  |  |  | 20,000,000 |  |  |  | 22,142,099 | * |  |  | 20,000,000 * |
Add: potentially dilutive effect of shares issuable upon conversion of notes |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Add: potentially dilutive effect of shares issuable upon exercise of warrants |  |  |  |  |  |  |  |  |  |  |  |  |  |  | - |
Weighted average number of shares of common stock outstanding - diluted |  |  | 22,912,667 |  |  |  | 20,000,000 |  |  |  | 22,142,099 | * |  |  | 20,000,000 | *
Basic and diluted (loss) earnings per share |  |  | (0.04 | ) |  |  | (0.03 | ) |  | $ | (0.04 | )* |  | $ | (0.03 | )*

* Retrospectively restated for the effect of 2-for-1 reverse stock split. (Note
18
)
Segments
The Company evaluates a reporting unit by first identifying its operating segments, and then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meets the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated. The Company has only one major reportable segment in the periods presented. The Company’s chief operation decision maker is the Company’s Chief Executive Officer.
Shipping and Handling Costs
Outbound shipping and handling costs are expenses as incurred and charged to the selling expense. Inbound shipping and freight are charged for raw material and components are accounted for as cost of revenues.

| F-10 |

Fair Value of Financial Instruments
U.S. GAAP establishes a three-tier hierarchy to prioritize the inputs used in the valuation methodologies in measuring the fair value of financial instruments. This hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three-tier fair value hierarchy is:
Level 1 – observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – include other inputs that are directly or indirectly observable in the market place.
Level 3 – unobservable inputs which are supported by little or no market activity.
The carrying value of the Company’s financial instruments, including cash, accounts and other receivables, other current assets, accounts and other payables, and other short-term liabilities approximate their fair value due to their short maturities.
In accordance with ASC 825, for investments in financial instruments with a variable interest rate indexed to performance of underlying assets, the Company elected the fair value method at the date of initial recognition and carried these investments at fair value. Changes in the fair value are reflected in the accompanying consolidated statements of operations and comprehensive loss as other income (expense). To estimate fair value, the Company refers to the quoted rate of return provided by banks at the end of each period using the discounted cash flow method. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements.
As of
June
3
0
, 2024 and December 31, 2023, the Company had no investments in financial instruments.
Leases
In February 2016, the FASB issued ASU 2016-12, Leases (ASC Topic 842), which amends the leases requirements in ASC Topic 840, Leases. Under the new lease accounting standard, a lessee will be required to recognize a right-of-use asset and lease liability for most leases on the balance sheet. The new standard also modifies the classification criteria and accounting for sales-type and direct financing leases, and enhances the disclosure requirements. Leases will continue to be classified as either finance or operating leases.
The Company adopted ASC Topic 842 using the modified retrospective transition method effective January 1, 2019. There was no cumulative effect of initially applying ASC Topic 842 that required an adjustment to the opening retained earnings on the adoption date nor revision of the balances in comparative periods. As a result of the adoption, the Company recognized a lease liability and right-of-use asset for each of the existing lease arrangement. The adoption of the new lease standard does not have a material impact on the consolidated income statements or the consolidated statements of cash flows.
The Company determines if an arrangement is a lease at inception. The lease payments under the lease arrangements are fixed. Non-lease components include payments for building management, utilities and property tax. It separates the non-lease components from the lease components to which they relate.
Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate, because the interest rate implicit in the leases is not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company generally uses the base, non-cancelable, lease term when determining the lease assets and liabilities.

| F-11 |

Recent Accounting Pronouncements
Accounting Pronouncements Issued But Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. The Company has evaluated this ASU and expects to add additional disclosures to the consolidated financial statements, once adopted.
Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have material impact on the consolidated financial position, statements of operations and cash flows.

3. | RESTRICTED CASH

Restricted cash consist of the following:

|  | June 3 0 , 2024 |  |  | December 31, 2023 |
Deposit for Bank acceptance bill |  | $ | 3,748 |  |  | $ | 3,771 |
Total |  | $ | 3,748 |  |  | $ | 3,771 |

| 4. | ACCOUNTS RECEIVABLE, NET

Accounts receivable consist of the following:

|  | June 3 0 , 2024 |  |  | December 31, 2023 |
Gross accounts receivable |  | $ | 2,533,143 |  |  | $ | 2,615,458 |
Less: allowance for doubtful accounts |  |  | - |  |  |  | - |
|  | $ | 2,533,143 |  |  | $ | 2,615,458 |

There was no allowance for doubtful accounts recorded as of
June
3
0
, 2024 and December 31, 2023.

| 5. | OTHER RECEIVABLES

Other receivables consist of the following:

|  | June 3 0 , 2024 |  |  | December 31, 2023 |
Deposit and other assets |  |  | 55,598 |  |  |  | 127,313 |
Total |  | $ | 55,598 |  |  | $ | 127,313 |

| 6. | INVENTORY, NET

Inventories, net, consist of the following:

|  | June 3 0 , 2024 |  |  | December 31, 2023 |
Raw materials and components |  | $ | 141,547 |  |  | $ | 1,654,771 |
Finished goods |  |  | 2,904,304 |  |  |  | 990,717 |
Total |  |  | 3,045,851 |  |  |  | 2,645,488 |
less: Impairment |  |  | - |  |  |  | - |
Inventories, net |  | $ | 3,045,851 |  |  | $ | 2,645,488 |

| F-12 |

| 7. | EQUIPMENT, NET

Equipment, net consist of the following:

|  | June 3 0 , 2024 |  |  | December 31, 2023 |
Manufacturing equipment |  | $ | 8,736,521 |  |  | $ | 8,790,918 |
Office equipment |  |  | 318,607 |  |  |  | 319,624 |
less: Accumulated depreciation |  |  | 4,527,916 |  |  |  | 4,386,437 |
Total |  | $ | 4,365,871 |  |  | $ | 4,724,105 |

Depreciation expenses charged to the consolidated statements of operations for the years ended
June
3
0
, 2024 and December 31, 2023 were
$141,479
and $650,103, respectively.

| 8. | LAND USE RIGHTS, NET

|  | June 3 0 , 2024 |  |  | December 31, 2023 |
Land use right |  | $ | 1,136,514 |  |  | $ | 1,143,382 |
less: Accumulated amortization |  |  | 123,685 |  |  |  | 112,400 |
|  | $ | 1,012,829 |  |  | $ | 1,030,982 |

The Company has pledged its land use rights at No. 199, Newtag, Wujin District, Changzhou, Jiangsu Province, China, 213000 to Industrial and Commercial Bank of China Limited as a collateral for securing its loans.

| 9. | BANK BORROWINGS

Current
Short-term loans as of
June
3
0
, 2024 and December 31, 2023 represents bank borrowings of $
4,069,147
and $4,832,479, respectively obtained from financial institutions in the PRC. The short-term bank borrowings were secured by land use right. The weighted average interest rate for the short-term loans for the
six months
ended
June
3
0
, 2024 and 2023 was approximately
4.70
% and
5.37
%, respectively.

Bank |  | Loan period |  |  | Interest rate |  |  | Balance at June 3 0 , 2024 |  |  | Balance at December 31, 2023 |
Industrial and Commercial Bank of China |  | October 24, 2022 - July 17, 2024 |  |  |  | 4.35 | % |  | $ | 1,403,154 |  |  | $ | 1,411,891 |
Industrial and Commercial Bank of China |  | October 26, 2022 - August 17, 2024 |  |  |  | 4.35 | % |  |  | 1,403,154 |  |  |  | 1,411,891 |
Bank of Communications |  | January 28, 2022 - January 26, 2025 |  |  |  | 4.35 | % |  |  | - |  |  |  | 488,514 |
Bank of Communications |  | January 28, 2022 - January 26, 2025 |  |  |  | 4.35 | % |  |  | - |  |  |  | 249,481 |
Jiangnan Rural Commercial Bank |  | May 9, 2022 - February 28, 2025 |  |  |  | 4.79 | % |  |  | 378,852 |  |  |  | 381,211 |
Jiangnan Rural Commercial Bank |  | March 24, 2022 - February 28, 2025 |  |  |  | 4.79 | % |  |  | 883,987 |  |  |  | 889,491 |
Bank of America |  | April 28, 2022 - April 30, 202 5 |  |  |  | Prime rate +0.1 | % |  |  | 402,280 |  |  |  | 857,242 |
Total |  |  |  |  |  |  |  |  |  | $ | 4,471,427 |  |  | $ | 5,689,721 |

| F-13 |

The loan from Bank of America is secured by the Company’s inventory.
Non-current

Bank |  | Loan period |  |  | Interest rate |  |  | Balance at June 30, 2024 |  |  | Balance at December 31, 2023 |
EIDL Loan |  | From June 26, 2020 to June 25, 2050 |  |  | 3.75% |  |  | 120,519 |  |  | 124,905 |
Total |  |  |  |  |  |  |  |  |  | $ | 120,519 |  |  | $ | 124,905 |

| 10. | BALANCES WITH RELATED PARTY

| 1) | Related party transactions

For the
six months
ended
June
3
0
, 2024 and 2023, the Company’s related party provided working capital to support the Company’s operations when needed. The borrowings were unsecured, due on demand, and interest free. The following table summarizes the balances with the Company’s related party.

| 2) | Related party balances

Accounts |  | Name of Related Party |  |  | Note |  |  | June 3 0 , 2024 |  |  | December 31, 2023 |
Amount ( due to ) from related party |  | Lin Li, Chief Executive Officer and Chairman of the Board |  |  |  |  |  |  | $ | (2,931,343 | ) |  | $ | 302,943 |

All the above balances are due on demand, interest-free and unsecured. The Company used the funds for its operations.

| 11. | EQUITY

Preferred Stock
The Company is authorized to issue 500,000,000 shares of capital stock, consisting of 400,000,000 shares of common stock, par value US$0.001 per share, and 100,000,000 shares of
p
referred stock, par value US$0.001 per share. 20,000,000 shares were designated to be series A preferred stock (the “Series A Preferred Stock”) out of the 100,000,000 shares of blank check preferred stock. Each share of common stock is entitled to one vote and each share of Series A Preferred Stock is entitled to ten votes on any matter on which action of the stockholders of the corporation is sought. The Series A Preferred Stock will vote together with the common stock. Common stock and Series A Preferred Stock are not convertible into each other. Holders of Series A Preferred Stock are not entitled to receive dividends. The Series A Preferred Stock does not have liquidation preference over the Company’s Common Stock, and therefore ranks pari passu with the Common Stock in the event of liquidation.
Common Stock
The Company is authorized to issue 400,000,000 shares of common stock with par value of US$0.001 per share. Each share of common stock entitles the holder to one vote. For the sake of comparability, the share structure as of the date of this report has been carried back in the Company’s statement of stockholders’ equity as if they had been issued and outstanding from the beginning of the first period presented.

| F-14 |

| 12. | CONVERTIBLE NOTES

On May 16, 2022, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company sold the investors convertible notes in an aggregate principal amount of $1,000,000 (the “Convertible Notes”) that are convertible into shares of common stock of the Company (the “Conversion Shares”) with a 100% warrant coverage to purchase common stock (the “Warrants” and such shares underlying the Warrants, the “Warrant Shares”). In the original agreement, the notes were set to be due on May 16, 2024.
T
he Company believed that each of the issuance
of the convertible notes
was exempt from registration under the Securities Act pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering or under Regulation S of the Securities Act.

Purchaser |  | Date of Issuance |  |  | Security Type |  |  | Consideration |
Hongyu Wang |  |  | May 16, 2022 |  |  |  | Convertible Note |  |  | US$ | 500,000 |
Sam Yan |  |  | May 16, 2022 |  |  |  | Convertible Note |  |  | US$ | 500,000 |

Terms of Conversion or Exercise: Convertible Notes
The Convertible Note holders are entitled to an option to convert all of part of the outstanding principal of the Convertible Note to the Company’s ordinary shares at any time after the six-month anniversary of the issuance date of the Note or earlier if a Registration Statement covering the conversion shares has been declared effective, at conversion price of $3.50. The interest rate of the Note is 7% per annum.
Terms of Conversion or Exercise: Warrants
On May 16, 2022, the Company granted Warrants to the same investors of the Convertible exercised, in whole or in part, at any time prior to the fifth anniversary of the date such Warrants are issued. The investors can also choose to exercise the Warrant using a cashless manner based on certain formula stipulated in the Warrant agreement.
The Convertible Notes and Warrants are considered as one unit of accounting which contains two freestanding financial instruments. The proceeds received were allocated between the Notes and the Warrants based on their relative fair value. The beneficial conversion option within the debt instrument was booked to additional paid-in capital, and its book value will not be subsequently adjusted. The warrants were valued using the Black-Scholes Model, and the relative fair value was $1.21 on a per share basis, for total valuation of $347,171 based on 285,714 shares issuable if fully exercised. The Company used the following inputs: (1) strike price = $7.00, (2) fair market value of the Company’s stock = $10.00, (3) annualized volatility = 10%, (4) annualized dividend = 1.70%, (5) years to expiration = 5 years, and (6) risk free rate = 3.789%. Management determined that convertible note contained a beneficial conversion feature (“BCF”) and recognized a discounted to be amortized over the life of the convertible note. The BCF was valued at $672,761 and was recorded as a debt discount where the offsetting balance was recorded as an increase to additional paid in capital.
On April 27, 2023, the Company signed amendment agreements with the investors to modify the due date of the Convertible Notes
to the earlier of July 12, 2023 or the
six months
anniversary of the completion of the Company's Initial Public Offering. On October 19, 2023, the Company signed settlement agreements with the investors to settle the Convertible Notes
for $1,950,000 with two installments by November 24, 2023.
The balance of $1,950,000 was reclassified to
a
ccounts and other payables and accruals
. The debtors agreed to stop accruing interest on the balance.
On May 3, 2024, the Company signed final settlement agreements with the two investors of the Convertible Notes and Warrants, and settled the arrangement for
$250,000 each investor, totaling $500,000
, besides an aggregate of $1,200,000 paid by the Company in 2023.
The difference between the final settlement amount of $1,700,000 and the amount in the amendment agreements of $1,950,000 was recognized as other income in the second quarter of 2024.

Convertible Notes |  | June 3 0 , 2024 |
Convertible Notes – Face Value |  | $ | - |
Discount – Placement agent commissions – cash |  |  | - |
Discount – Placement agent commissions – warrants |  |  | - |
Discount – Detachable warrants |  |  | - |
Discount – Beneficial conversion feature |  |  | - |
|  | $ |  |

| F-15 |

| 13. | INCOME TAXES

United States of America
The Coronavirus Aid, Relief and Economy Security (CARES) Act (“the CARES Act, H.R. 748”) was signed into law on March 27, 2020. The CARES Act temporarily eliminates the 80% taxable income limitation (as enacted under the Tax Cuts and Jobs Act of 2017) for NOL deductions for 2018-2020 tax years and reinstated NOL carrybacks for the 2018-2020 tax years. Moreover, the CARES Act also temporarily increases the business interest deduction limitations from 30% to 50% of adjusted taxable income for the 2019 and 2020 taxable year. Lastly, the Tax Act technical correction classifies qualified improvement property as 15-year recovery period, allowing the bonus depreciation deduction to be claimed for such property retroactively as if it was included in the Tax Act at the time of enactment. The Company does not anticipate a material impact on its financial statements as of
June
3
0
, 2024 and December 31, 2023 due to the recent enactment.
Hong Kong
Two-tier Profits Tax Rates
The two-tier profits tax rates system was introduced under the Inland Revenue (Amendment)(No.3) Ordinance 2018 (the “Ordinance”) of Hong Kong became effective for the assessment year 2018/2019. Under the two-tier profit tax rates regime, the profits tax rate for the first HKD 2 million (approximately $257,868) of assessable profits of a corporation will be subject to the lowered tax rate, 8.25% while the remaining assessable profits will be subject to the legacy tax rate, 16.5%. The Ordinance only allows one entity within a group of “connected entities” is eligible for the two-tier tax rate benefit. An entity is a connected entity of another entity if (1) one of them has control over the other; (2) both of them are under the control (more than 50% of the issued share capital) of the same entity; (3) in the case of the first entity being a natural person carrying on a sole proprietorship business-the other entity is the same person carrying on another sole proprietorship business. Since Benchwick is wholly owned and under the control of Northann, it is a connected entity. Under the Ordinance, it is an entity’s election to nominate the entity that will be subject to the two-tier profits tax rates on its profits tax return. The election is irrevocable. The Company elected Benchwick to be subject to the two-tier profits tax rates.
The provision for current income and deferred taxes of Benchwick has been calculated by applying the new tax rate of 8.25%.
PRC
In accordance with the relevant tax laws and regulations of the PRC, a company registered in the PRC is subject to income taxes within the PRC at the applicable tax rate on taxable income. All the PRC subsidiaries that are not entitled to any tax holiday were subject to income tax at a rate of 25% for the
six
months ended
June
3
0
, 2024 and 2023. According to PRC tax regulations, the PRC net operating loss can generally carry forward for no longer than five
years
starting from the year subsequent to the year in which the loss was incurred. Carry back of losses is not permitted. If not utilized, the PRC net operating loss will expire in 2026.
The income tax expense was $
2,799
and $
5,769
for the
six
months ended
June
3
0
, 2024 and 2023, respectively, related primarily to the Company’s subsidiaries located outside of the U.S. The income before provision for income taxes for the
six months
ended
June
3
0
, 2024 and 2023 was as follows:

| F-16 |

The income tax provision consists of the following components:

|  | For the six months ended June 3 0 , 2024 |  |  | For the six months ended June 3 0 , 2023 |
Current: |  |  | - |  |  |  | - |
Federal |  | $ | - |  |  | $ | - |
State |  |  | 933 |  |  |  | 5,380 |
Foreign |  |  | 1,866 |  |  |  | 389 |
Total current |  | $ | 2,799 |  |  | $ | 5,769 |
Deferred: |  |  | - |  |  |  |  |
Federal |  | $ | - |  |  | $ | - |
State |  |  | - |  |  |  | - |
Foreign |  |  | - |  |  |  | - |
Total deferred |  | $ | - |  |  | $ | - |
Total income tax expense |  | $ | 2,799 |  |  | $ | 5,769 |

A reconciliation between the Company’s actual provision for income taxes and the provision at the United States statutory rate
is
as follow:

|  | For the six months ended June 3 0 , 2024 |  |  | For the six months ended June 3 0 , 2023 |
Loss before income tax expense |  | $ | (934,663 | ) |  | $ | (505,852 | )
Computed tax benefit with statutory tax rate |  |  | 29.84 | % |  |  | 29.84 | %
Income tax expense computed at statutory income tax rate |  |  | (278,903 | ) |  |  | (150,946 | )
Impact of different tax rates in other jurisdictions |  |  | 236,117 |  |  |  | (101,609 | )
Tax effect of non-deductible expenses |  |  | 45,585 |  |  |  | 258,326 |
Total income tax expense |  | $ | 2,799 |  |  | $ | 5,769 |

The effective tax rate were -0.17% and -2.8% for the
six
months ended
June
3
0
, 2024 and 2023, respectively.
Uncertain tax positions
The Company did not have any uncertain tax positions during the
six
months ended
June
3
0
, 2024 and 2023.
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by the respective jurisdictions, where applicable. The statute of limitations for the tax returns varies by jurisdictions.

| F-17 |

The amounts of uncertain tax liabilities listed above are based on the recognition and measurement criteria of ASC Topic 740, and the balance is presented as current liability in the consolidated financial statements as of December 31, 2023. The Company anticipated that the settlements with the taxing authority are remitted within one year.
Our policy is to include interest and penalty charges related to uncertain tax liabilities as necessary in the provision for income taxes. The Company has a liability for accrued interest of $nil as of
June
3
0
, 2024 and 2023, respectively.
The statute of limitations for the Internal Revenue Services to assess the income tax returns on a taxpayer expires three years from the due date of the profits tax return or the date on which it was filed, whichever is later.
In accordance with the Hong Kong profits tax regulations, a tax assessment by the IRD may be initiated within six years after the relevant year of assessment, but extendable to 10 years in the case of potential willful underpayment or evasion.
In accordance with PRC Tax Administration Law on the Levying and Collection of Taxes, the PRC tax authorities generally have up to five years to assess underpaid tax plus penalties and interest for PRC entities’ tax filings. In the case of tax evasion, which is not clearly defined in the law, there is no limitation on the tax years open for investigation. Accordingly, the PRC entities remain subject to examination by the tax authorities based on the above.

| 14. | CHINA CONTRIBUTION PLAN

The Company participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond their monthly contributions. For the
six
months ended
June
3
0
, 2024 and 2023, the Company contributed a total of $
32,594
and $
38,952
, respectively, to these funds.

| 15. | OPERATING LEASE

The Company has operating leases for its office facilities. The lease is located at 9820 Dino Drive, Suite 110, Elk Grove, California, 95624,
which
consist of approximately 3,653 square meters. The Company’s
leases have remaining terms of approximately 37 months for a lease term commencing on August 1, 2020 and ended
on August 31, 2023. The lease was renewed for additional 36 months. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes
.
The following table provides a summary of leases by balance sheet location as of
June
3
0
, 2024 and December 31, 2023:

Assets/liabilities |  | June 3 0 , 2024 |  |  | December 31, 2023 |
Assets |  |  |  |  |  |  |  |
Operating lease right-of-use assets |  | $ | 71,870 |  |  | $ | 87,380 |
Liabilities |  |  |  |  |  |  |  |
Operating lease liability - current |  | $ | 32,207 |  |  | $ | 31,413 |
Operating lease liability - non-current |  |  | 39,663 |  |  |  | 55,967 |
Total lease liabilities |  | $ | 71,870 |  |  | $ | 87,380 |

Cash flow information related to operating leases consists of the following:

|  | For the six months ended June 3 0 , 2024 |  |  | For the six months Ended June 3 0 , 2023 |
Cash paid for amounts included in the measurement of operating lease liabilities |  | $ | 17,534 |  |  | $ | 13,938 |
Right-of-use assets obtained in exchange for new lease obligations: |  |  | - |  |  |  | - |

| F-18 |

The operating lease expenses for the
six
months ended
June
3
0
, 2024 and 2023 were as follows:

Lease Cost |  | Classification |  |  | For the three months ended June 3 0 , 2024 |  |  | For the three months ended June 3 0 , 2023 |
Operating lease expense |  | General and administrative expenses |  |  | $ | 17,534 |  |  | $ | 13,938 |

Maturities of operating lease liabilities as of
June
3
0
, 2024 were as follows:

Maturity of Lease Liabilities |  | Operating Leases |
Within one year |  |  | 17,534 |
Within a period of more than one year but not more than two years |  | $ | 35,069 |
Within a period of more than two year but not more than three years |  |  | 23,379 |
Within a period of more than three year but not more than four years |  |  | - |
Within a period of more than four years but not more than five years |  |  | - |
More than five years |  |  | - |
Total lease commitment |  | $ | 75,982 |
Less: interest |  |  | (4,113 | )
Present value of lease payments |  | $ | 71,870 |

Lease liabilities include lease and non-lease component such as management fee.

Lease Term and Discount Rate |  | June 3 0 , 2024 |  |  | December 31, 2023 |
Weighted-average remaining lease term (years) |  |  |  |  |  |  |  |
Operating leases |  |  | 2. 42 |  |  |  | 2.92 |
Weighted-average discount rate (%) |  |  |  |  |  |  |  |
Operating leases |  |  | 5 | % |  |  | 5 | %

| 16. | CONCENTRATIONS AND CREDIT RISK

(a) | Concentrations

During the
six
months ended
June
3
0
, 2024,
three
customers accounted for nearly
73
% of the Company’s revenues. During the
six
months ended
June
3
0
, 2023,
one
customers accounted for
82
% of the Company’s revenues. No other customer accounts for more than 10% of the Company’s revenue in the
six
months ended
June
3
0
, 2024 and 2023.
As of
June
3
0
, 2024, five customers accounted for 84% of the Company’s accounts receivable. As of December 31, 2023, five customers accounted for 72% of the Company’s accounts receivable. No other customer accounts for more than 10% of the Company’s accounts receivable for the
six
months ended
June
3
0
, 2024 and for the year ended December 31, 2023.

| F-19 |

During the
six months
ended
June
3
0
, 2024, no supplier accounts for over 10% of the Company’s cost of revenues. During the
six months
ended
June
3
0, 2023, five suppliers accounted for a total of
71
% of the Company’s cost of revenues. No other supplier accounts for over 10% of the Company’s cost of revenues.
As of
June
3
0
, 2024, no supplier accounted for over 10% of the Company’s accounts payable. As of December 31, 2023, no supplier accounted for 20% of the Company’s accounts payable.

(b) | Credit risk

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of
June
3
0
, 2024 and December 31, 2023, substantially all of the Company’s cash were held by major financial institutions located in the PRC, Hong Kong, and the United States, which management believes are of high credit quality. Deposits in the United States up to $250,000 are insured by the Federal Depository Insurance Corporation.
For the credit risk related to trade accounts receivable, the Company performs ongoing credit evaluations of its customers and, if necessary, maintains reserves for potential credit losses. Historically, such losses have been within management’s expectations.

| 17. | CAPITAL COMMITMENTS

On July 26, 2021, the Company has contracted Changzhou Wanyuan Construction Engineering Co. to build a second phase of its factory. The amount required in the contract is $10 million. Construction is expected to take approximately one and half year, and the second phase of the factory will be approximately 250,000 square feet.

| 18. | STOCK SPLIT

Effective on July 6, 2023, the Company implemented a 2-for-1 reverse stock split of the issued and outstanding shares. Under the reverse split, every two shares of outstanding shares issued and outstanding were automatically converted into
one
share of ordinary share, with a par value of US$ 0.001 each. Except as otherwise indicated, all information in the consolidated financial statements concerning share and per share data gives retroactive effect to the 2-for-1 reverse stock split. The total number of outstanding common shares immediately before the reverse split was 40,000,000 and immediately after the reverse split was 20,000,000. The total number of outstanding preferred shares immediately before the reverse split was 10,000,000 and immediately after the reverse split was 5,000,000.

| 19. | SECURED BORROWING ARRANGEMENT

In July 2023, the Company signed a secured borrowing agreement with a financial institution in the United States, in which the Company borrowed $1,000,000 secured by its accounts receivable amounted $1,491,000.
It is scheduled under the agreement that the Company pays $49,700 per week for thirty weeks to the financial institution to repay the loan.
This borrowing was fully r
epaid in May 2024
.
20.
SHARE-BASED COMPENSATION
On April 18, 2024, the Company issued 450,000 shares of common stock to each of two employees, On April 22, 2024, the Company issued 480,000 shares of common stock to each of two employees, On June 24, 2024, the Company issued 500,000
shares of common stock to each of two employees. None of these six employees are the Company’s officers. In connection of the issuance, the Company recognized
$1,161,596
compensation expense.

| 2 1 . | SUBSEQUENT EVENT

The Company has analyzed its operations subsequent to December 31, 2023 and up through
Au
gust
1
4
,
2024 which is the date these consolidation financial statements were issued, except as disclosed herein, there is no any material subsequent events to disclose in these consolidated financial statements.

| F-20 |

| 2 2 . | UNRESTRICTED NET ASSETS

The following presents condensed financial information of Northann Corp:
Condensed Financial Information on Financial Position

|  | As of June 3 0 , |  |  | As of December 31, |
|  | 2024 |  |  | 2023 |
|  | (Unaudited) |  |  |  |
Cash |  |  | 119 |  |  |  | 370 |
Amounts due from subsidiaries |  |  | 4,577,188 |  |  |  | 5,504,920 |
Total current assets |  |  | 4,577,307 |  |  |  | 5,505,290 |
Interests in a subsidiary |  |  | 8,562,799 |  |  |  | 9,948,890 |
Total Assets |  |  | 13,140,106 |  |  |  | 15,454,180 |
Liabilities and Stockholders’ Deficit |  |  |  |  |  |  |  |
All other current liabilities |  |  | 71,169 |  |  |  | 599,664 |
Amounts due to subsidiaries |  |  | 10,149,940 |  |  |  | 10,660,508 |
Total current liabilities |  |  | 10,221,109 |  |  |  | 11,260,172 |
Non-current liabilities |  |  | 1,950,000 |  |  |  | 1,950,000 |
Total Liabilities |  |  | 12,171,109 |  |  |  | 13,210,172 |
Stockholders’ Equity (Deficit) |  |  |  |  |  |  |  |
Preferred stock – Series A, $0.001 par value, 100,000,000 shares authorized, 20,000,000 shares designated, 10,000,000 and 5,000,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023 * |  |  | 10,000 |  |  |  | 5,000 |
Common stock, $0.001 par value, 400,000,000 shares authorized, 24,240,000 and 21,380,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023 * |  |  | 24,240 |  |  |  | 21,380 |
Subscription receivable |  |  | (30,000 | ) |  |  | (25,000 | )
Additional Paid-in Capital |  |  | 7,829,752 |  |  |  | 6,671,016 |
Acc umulated deficit |  |  | (6,251,405 | ) |  |  | (3,652,547 | )
Accumulated other comprehensive income (loss) |  |  | (613,590 | ) |  |  | (775,841 | )
Total Stockholders’ Equity (Deficit) |  |  | 968,997 |  |  |  | 2,244,008 |
Total Liabilities and Stockholders’ Deficit |  |  | 13,140,106 |  |  |  | 15,454,180 |

* Retrospectively restated for the effect of 2-for-1 reverse stock split. (Note 18)

| F-21 |

Condensed Financial Information on Results of Operations

|  | For the six months ended June 3 0 , |  |  | For the six months ended June 3 0 , |
|  | 2024 |  |  | 2023 |
|  | (Unaudited) |
Revenue |  |  | - |  |  |  | - |
Cost or revenues |  |  | - |  |  |  | - |
Operating expenses |  |  | 1,598,981 |  |  |  | 934,973 |
Income taxes |  |  | 933 |  |  |  | - |
L oss – Parent only |  |  | (1,599,915 | ) |  |  | (934,973 | )
Income – Subsidiaries with unrestricted net assets |  |  | 662,163 |  |  |  | 670,492 |
I ncome( l oss) – Subsidiaries with restricted net assets |  |  | 290 |  |  |  | (247,140 | )
Net loss – Consolidated |  |  | (937,462 | ) |  |  | (511,621 | )

Condensed Financial Information on Cash Flows

|  | For the six months ended June 3 0 , |  |  | For the six months ended June 3 0 , |
|  | 2024 |  |  | 2023 |
|  | (Unaudited) |
Cash from operating activities |  |  | (251 | ) |  |  | 291 |
Cash used in investing activities |  |  | - |  |  |  | - |
Cash from financing activities |  |  | - |  |  |  | - |
Effect of exchange rates on cash |  |  | - |  |  |  | - |
Net cash flows |  |  | (251 | ) |  |  | 290 |
Beginning cash balance |  |  | 370 |  |  |  | 224 |
Ending cash balance |  |  | 119 |  |  |  | 514 |

| (i) | Basis of presentation

The condensed financial information reflects the accounts of the Company. The condensed financial information should be read in connection with the consolidated financial statements and notes thereto. The condensed financial information is presented as if the incorporation of the Company were in effect since January 1, 2020, and throughout the four years ended December 31, 202
4
.

| (ii) | Restricted Net Assets

Schedule I of Rule 5-04 of Regulation S-X requires the condensed financial information of registrant shall be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of a third party (i.e., lender, regulatory agency, foreign government, etc.). The Company’s only assets are its equity interests in its subsidiaries. Unrestricted net assets are held in the Company’s subsidiaries located in the US and Hong Kong. The Company does maintain substantial assets and operating subsidiaries in China; therefore, the ability for operating subsidiaries to pay dividends or transfer assets to the Company may be restricted due to the foreign exchange control policies and availability of cash balances of the Chinese operating subsidiaries.
As of December 31, 2023 and 2022, there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed in the Consolidated Financial Statements, if any.

| F-22 |

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the financial condition and results of operations of Northann Corp. and its subsidiaries (collectively, the “Company,” “we,” “our,” “us,” or “Northann”) should be read in conjunction with the financial statements included elsewhere in this Quarterly Report and the audited financial statements for the year ended December 31, 2023, included in our Annual Report on Form 10-K. This Quarterly Report contains, in addition to unaudited historical information, forward-looking statements, which involve risk and uncertainties. The words “believe,” “expect,” “estimate,” “may,” “will,” “could,” “plan,” or “continue,” and similar expressions are intended to identify forward-looking statements. Our actual results could differ materially from those anticipated in such forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, those discussed under the headings “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 and this Quarterly Report on Form 10-Q, if any. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to (and we expressly disclaim any obligation to) revise or update any forward-looking statement, whether as a result of new information, subsequent events, or otherwise (except as may be required by law), in order to reflect any event or circumstance which may arise after the date of this Quarterly Report on Form 10-Q. Amounts presented are in thousands, except per share data.
US Dollars are denoted herein by “USD”, “$” and “dollars”
Results of Operations
Comparison for the
three
months
Ended
June
3
0
, 2024 and 2023
The following table sets forth key components of our results of operations for the
three
months ended
June
3
0
, 2024 and 2023, both in dollars and as a percentage of our revenues.

|  | Three Months Ended June 3 0 , |
|  | 2024 |  |  | 2023 |
|  | Amount |  |  | of Revenue |  |  | Amount |  |  | of Revenue |
Revenues |  |  | 3,888,893 |  |  |  | 100.00 | % |  |  | 4,541,690 |  |  |  | 100.00 | %
Cost of revenues |  |  | 2,988,266 |  |  |  | 76.84 | % |  |  | 3,638,926 |  |  |  | 80.12 | %
Gross profit |  |  | 900,627 |  |  |  | 23.00 | % |  |  | 902,764 |  |  |  | 20.00 | %
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Selling expenses |  |  | 187,062 |  |  |  | 4.81 | % |  |  | 146,945 |  |  |  | 3.24 | %
General and administrative expenses |  |  | 1,461,225 |  |  |  | 37.57 | % |  |  | 384,199 |  |  |  | 8.46 | %
Research and development expenses |  |  | 419,588 |  |  |  | 10.79 | % |  |  | 210,104 |  |  |  | 4.63 | %
Finance Cost |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - | %
Income from operations |  |  | (1,167,248 | ) |  |  | (30.01 | )% |  |  | 161,516 |  |  |  | 3.56 | %
Other Income (expenses) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | (77,696 | ) |  |  | (2.00 | )% |  |  | (330,720 | ) |  |  | (7.28 | )%
Amortization of debt discounts |  |  | - |  |  |  | - | % |  |  | (522,288 | ) |  |  | (11.50 | )%
Extinguishment loss |  |  | - |  |  |  | - | % |  |  | - |  |  |  | - | %
Other income |  |  | 250,248 |  |  |  | 6.43 | % |  |  | 39 4 |  |  |  | 0.0 1 | %
Other expenses |  |  | - |  |  |  | - | % |  |  | - |  |  |  | - | %
Exchange loss |  |  | - |  |  |  | - | % |  |  | (5,600 | ) |  |  | (0.12 | )%
Net Income before taxes |  |  | (994,696 | ) |  |  | (25.58 | )% |  |  | (696,69 8 | ) |  |  | (15.34 | )%
Income tax (expenses) |  |  | (2,799 | ) |  |  | (0.07 | )% |  |  | (389 | ) |  |  | (0.01 | )%
Net loss |  |  | (997,495 | ) |  |  | (25.65 | )% |  |  | (697,08 7 | ) |  |  | (15.35 | )%
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign currency translation adjustment |  |  | 92,549 |  |  |  | 2.38 | % |  |  | 10,455 |  |  |  | (0.23 | )%
Total comprehensive loss |  |  | (904,946 | ) |  |  | (23.27 | )% |  |  | (686,63 2 | ) |  |  | (15.12 | )%

Revenues.
Our Revenues decreased by 14.4% or $652,797 to $3,888,893 for the three months ended June 30, 2024 from $4,541,690 for the three months ended June 30, 2023, which was primarily due to
slowdown in economy and decrease in customer demand
.
Cost of revenues.
Our Cost of revenues decreased by 17.9% or $650,660 to $2,988,266 for the three months ended June 30, 2024 from $3,638,926 for the three months ended June 30, 2023, which was primarily due to
decrease in revenue
Gross profit and gross margin.
Our Gross profit decreased by 0.2% or $2,137 to $900,627 for the three months ended June 30, 2024 from $902,764 for the three months ended June 30, 2023
;
Our gross margin
was
$23% for the three months ended June 30, 2024
, kept relatively stable
from
the gross margin of 20%
for the three months ended June 30, 2023
.

| 1 |

Selling expenses.
As shown below, our selling expenses consist primarily of compensation and benefits to our selling department and other expenses incurred in connection with general operations. Our Selling expenses increased by 27.3% or $40,117 to $187,062 for the three months ended June 30, 2024 from $146,945 for the three months ended June 30, 2023, which was mainly
because we increased expending the advertisement.

|  | Three Months ended June 30, |  |  |  |
|  | 2024 |  |  | 2023 |  |  | Fluctuation |
|  | Amount |  |  | Proportion |  |  | Amount |  |  | Proportion |  |  | Amount |  |  | % |
Salaries and Social Insurance |  |  | 76,982 |  |  |  | 41.15 | % |  |  | 74,094 |  |  |  | 50.42 | % |  |  | 2,888 |  |  |  | 3.90 | %
Freight insurance |  |  | 22,950 |  |  |  | 12.27 | % |  |  | 3,616 |  |  |  | 2.46 | % |  |  | 19,334 |  |  |  | 5.35 | %
Rent |  |  | 15,770 |  |  |  | 8.43 | % |  |  | 9,740 |  |  |  | 6.63 | % |  |  | 6,030 |  |  |  | 0.62 | %
Advertising fee |  |  | 44,662 |  |  |  | 23.88 | % |  |  | 8,854 |  |  |  | 6.03 | % |  |  | 35,808 |  |  |  | 4.04 | %
Travel fee |  |  | 26,698 |  |  |  | 14.27 | % |  |  | 50,642 |  |  |  | 34.46 | % |  |  | (23,944 | ) |  |  | (47.28 | )%
Others |  |  | - |  |  |  | 0.00 | % |  |  | (1 | ) |  |  | 0.00 | % |  |  | 1 |  |  |  | (100.00 | )%
Total selling expenses |  |  | 187,062 |  |  |  | 100.00 | % |  |  | 146,945 |  |  |  | 100.00 | % |  |  | 40,117 |  |  |  | 0.27 | %

General and administrative expenses.
As shown below, our general and administrative expenses consist primarily of compensation and benefits to our general management, finance and administrative staff, professional fees and other expenses incurred in connection with general operations. Our General and administrative expenses increased by 280.3% or $1,077,026 to $1,461,225 for the three months ended June 30, 2024 from $384,199 for the three months ended June 30, 2023, which was primarily because during the second quarter of 2024, we issued 2,860,000 shares of common stock to six of our non-officer employees which resulted in compensation expense of $1,161,596, and we incurred more service fees in order to comply with our public company status.

|  | Three Months ended June 30, |  |  |  |
|  | 2024 |  |  | 2023 |  |  | Fluctuation |
|  | Amount |  |  | Proportion |  |  | Amount |  |  | Proportion |  |  | Amount |  |  | % |
Salary and Social Insurance |  |  | 1,1 9,424 |  |  |  | 82 . 08 | % |  |  | 31,920 |  |  |  | 8.31 | % |  |  | 1,1 67,504 |  |  |  | 3,657 . 59 | %
Service fees |  |  | 1 23,226 |  |  |  | 8 . 43 | % |  |  | 211,529 |  |  |  | 55.06 | % |  |  | (88,303 | ) |  |  | (41.75 | )%
Royalty fee |  |  | 6,034 |  |  |  | 0.41 | % |  |  | 5,645 |  |  |  | 1.47 | % |  |  | 389 |  |  |  | 6.89 | %
Entertainment expenses |  |  | 12,769 |  |  |  | 0.87 | % |  |  | 22,025 |  |  |  | 5.73 | % |  |  | (9,256 | ) |  |  | (42.02 | )%
Taxation |  |  | 19,664 |  |  |  | 1.35 | % |  |  | 20,548 |  |  |  | 5.35 | % |  |  | (884 | ) |  |  | (4.30 | )%
Depreciation and amortization |  |  | 23,959 |  |  |  | 1.64 | % |  |  | 34,153 |  |  |  | 8.89 | % |  |  | (10,194 | ) |  |  | (29.85 | )%
Bad debt |  |  | - |  |  |  | - | % |  |  | - |  |  |  | 0.00 | % |  |  | - |  |  |  | 0.00 | %
Rent |  |  | 8,659 |  |  |  | 0.59 | % |  |  | 9,045 |  |  |  | 2.35 | % |  |  | (386 | ) |  |  | (4.27 | )%
Travel fee |  |  | 11,729 |  |  |  | 0.80 | % |  |  | 5,068 |  |  |  | 1.32 | % |  |  | 6,661 |  |  |  | 131.43 | %
Office expenses |  |  | 35,242 |  |  |  | 2.41 | % |  |  | 22,928 |  |  |  | 5.97 | % |  |  | 12,314 |  |  |  | 53.71 | %
Other |  |  | 20,519 |  |  |  | 1.40 | % |  |  | 21,338 |  |  |  | 5.55 | % |  |  | (819 | ) |  |  | (3.84 | )%
Total general and administrative expenses |  |  | 1,461,225 |  |  |  | 100.00 | % |  |  | 384,199 |  |  |  | 100.00 | % |  |  | 1,077,026 |  |  |  | 280.33 | %

Research and development expenses.
Our Research and development expenses increased by 99.7% or $209,484 to $419,588 for the three months ended June 30, 2024 from $210,104 for the three months ended June 30, 2023
.
. The increase was primarily
because we carried out more research and development in new material and products.
.
Other income
We recognized other income of $250,000 as the result of final settlement of the Convertible Notes in the second quarter of 2024, while there was no such income in the same period of 2023.
Income tax expense.
Our Income tax expense was $
2,799
for the
three
months ended
June 30, 2024
and $5,
769
for the
three
months ended
June 30,
2023, which was incurred by our profit making entities in China and the US.
Net
los
s
.
As a result of the cumulative effect of the factors described above, our net loss was $
997
,495 for the three months ended June 30, 2024 and $697,08
7
for the three months ended June 30, 2023. The decrease was primarily
due to the share based compensation recognized in the period
Comparison for the
six months
Ended
June
3
0
, 2024 and 2023
The following table sets forth key components of our results of operations for the
six
months ended
June
3
0
, 2024 and 2023, both in dollars and as a percentage of our revenues.

|  | Six Months Ended June 30, |
|  | 2024 |  |  | 2023 |
|  | Amount |  |  | of Revenue |  |  | Amount |  |  | of Revenue |
Revenues |  |  | 8,484,424 |  |  |  | 100.00 | % |  |  | 7,276,623 |  |  |  | 100.00 | %
Cost of revenues |  |  | 6,039,807 |  |  |  | 71.19 | % |  |  | 5,123,917 |  |  |  | 70.42 | %
Gross profit |  |  | 2,444,617 |  |  |  | 29.00 | % |  |  | 2,152,706 |  |  |  | 29.58 | %
Operating expenses |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Selling expenses |  |  | 405,437 |  |  |  | 4.7 8 | % |  |  | 345,436 |  |  |  | 4.75 | %
General and administrative expenses |  |  | 1,946,262 |  |  |  | 22.94 | % |  |  | 739,326 |  |  |  | 10.16 | %
Research and development expenses |  |  | 932,185 |  |  |  | 10. 99 | % |  |  | 510,315 |  |  |  | 7.01 | %
Finance Cost |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Income from operations |  |  | (839,267 | ) |  |  | (9.89 | )% |  |  | 557,629 |  |  |  | 7.66 | %
Other Income (expenses) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | (345,644 | ) |  |  | (4.07 | )% |  |  | (418,457 | ) |  |  | (5.75 | )%
Amortization of debt discounts |  |  | - |  |  |  | - | % |  |  | (645,576 | ) |  |  | (8.87 | )%
Extinguishment loss |  |  | - |  |  |  | - | % |  |  |  |  |  |  | - | %
Other income |  |  | 250,248 |  |  |  | 2.95 | % |  |  | 552 |  |  |  | 0.01 | %
Other expenses |  |  | - |  |  |  | - | % |  |  | - |  |  |  | - | %
Exchange loss |  |  | - |  |  |  | - | % |  |  | - |  |  |  | - | %
Net loss before taxes |  |  | (934,663 | ) |  |  | (11.02 | )% |  |  | (505,852 | ) |  |  | (6.95 | )%
Income tax (expenses) |  |  | (2,799 | ) |  |  | (0.03 | )% |  |  | (5,769 | ) |  |  | (0.08 | )%
Net loss |  |  | (937,462 | ) |  |  | (11.05 | )% |  |  | (511,621 | ) |  |  | (7.03 | )%
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Foreign currency translation adjustment |  |  | 162,251 |  |  |  | 1.91 | % |  |  | 384,191 |  |  |  | 5.28 | %
Total comprehensive loss |  |  | (775,211 | ) |  |  | (9.14 | )% |  |  | (127,430 | ) |  |  | (1.75 | )%

Revenues.
Our Revenues increased by 16.6% or $1,207,801 to $8,484,424 for the six months ended June 30, 2024 from $7,276,623 for the six months ended June 30, 2023. The increase was mainly due to
sales orders increased as a result of our marketing effort and increased customer demand
.

| 2 |

Cost of revenues.
Our Cost of revenues increased by 17.9% or $915,890 to $6,039,807 for the six months ended June 30, 2024 from $5,123,917 for the six months ended June 30, 2023. Cost of revenues refers to the cost of material and labor cost; the percentage of direct material was over 90% of the total cost of revenues. The increase of cost of revenues compared to the six months ended June 30, 2023 was
in line of the increase in revenue
.
Gross profit and gross margin.
Our gross profit increased by 13.6% or $291,911 to $2,444,617 for the six months ended June 30, 2024 from $2,152,706 for the six months ended June 30, 2023
due to increase in revenue
. Our gross margin decreased to $29% for the six months ended June 30, 2024 from $30% for the six months ended June 30, 2023. The
gross margin kept relatively stable.
Selling expenses.
As shown below, our selling expenses consist primarily of compensation and benefits to our selling department and other expenses incurred in connection with general operations. Our Selling expenses increased by 17.4% or $60,001 to $405,437 for the six months ended June 30, 2024 from $345,436 for the six months ended June 30, 2023, which was primarily
because we increased spending in advertisement in order to boost sales. Freight insurance increased in line with increase in revenue

|  | Six Months ended June 30, |  |  |  |
|  | 2024 |  |  | 2023 |  |  | Fluctuation |
|  | Amount |  |  | Proportion |  |  | Amount |  |  | Proportion |  |  | Amount |  |  | % |
Salaries and Social Insurance |  |  | 160,113 |  |  |  | 39.49 | % |  |  | 166,378 |  |  |  | 48.16 | % |  |  | (6,265 | ) |  |  | (3.77 | )%
Freight insurance |  |  | 41,190 |  |  |  | 10.16 | % |  |  | 21,902 |  |  |  | 6.34 | % |  |  | 19,288 |  |  |  | 0.88 | %
Rent |  |  | 27,694 |  |  |  | 6.83 | % |  |  | 16,367 |  |  |  | 4.74 | % |  |  | 11,327 |  |  |  | 0.69 | %
Advertising fee |  |  | 122,505 |  |  |  | 30.22 | % |  |  | 40,562 |  |  |  | 11.74 | % |  |  | 81,943 |  |  |  | 2.02 | %
Travel fee |  |  | 53,935 |  |  |  | 13.30 | % |  |  | 100,185 |  |  |  | 29.00 | % |  |  | (46,250 | ) |  |  | (46.16 | )%
Others |  |  | - |  |  |  | 0.00 | % |  |  | 42 |  |  |  | 0.01 | % |  |  | (42 | ) |  |  | (100.00 | )%
Total selling expenses |  |  | 405,437 |  |  |  | 100.00 | % |  |  | 345,436 |  |  |  | 100.00 | % |  |  | 60,001 |  |  |  | 0.17 | %

General and administrative expenses.
As shown below, our general and administrative expenses consist primarily of compensation and benefits to our general management, finance and administrative staff, professional fees and other expenses incurred in connection with general operations. Our General and administrative expenses increased by
163
.
3
% or $
1,
2
06,936
to $
1
,
9
46,262
for the six months ended June 30, 2024 from $739,326 for the six months ended June 30, 2023. The increase was mainly
because during the second quarter of 2024, we issued 2,860,000 shares of common stock to six of our non-office employees which resulted in compensation expense of $1,161,596, and we incurred
more service fees in order to comply with our public company status.

|  | Six Months ended June 30, |  |  |  |
|  | 2024 |  |  | 2023 |  |  | Fluctuation |
|  | Amount |  |  | Proportion |  |  | Amount |  |  | Proportion |  |  | Amount |  |  | % |
Salary and Social Insurance |  |  | 1,2 41,007 |  |  |  | 63 . 76 | % |  |  | 76,411 |  |  |  | 10.34 | % |  |  | 1,164,596 |  |  |  | 1,524 . 12 | %
Service fees |  |  | 40 9,507 |  |  |  | 21.04 | % |  |  | 367,119 |  |  |  | 49.66 | % |  |  | 42,388 |  |  |  | 11 . 55 | %
Royalty fee |  |  | 11,854 |  |  |  | 0.61 | % |  |  | 12,547 |  |  |  | 1.70 | % |  |  | (693 | ) |  |  | (5.52 | )%
Entertainment expenses |  |  | 33,697 |  |  |  | 1.73 | % |  |  | 37,555 |  |  |  | 5.08 | % |  |  | (3,858 | ) |  |  | (10.27 | )%
Taxation |  |  | 19,675 |  |  |  | 1.01 | % |  |  | 20,548 |  |  |  | 2.78 | % |  |  | (873 | ) |  |  | (4.25 | )%
Depreciation and amortization |  |  | 48,592 |  |  |  | 2.50 | % |  |  | 69,128 |  |  |  | 9.35 | % |  |  | (20,536 | ) |  |  | (29.71 | )%
Bad debt |  |  | - |  |  |  | 0.00 | % |  |  | - |  |  |  | 0.00 | % |  |  | - |  |  |  | 0.00 | %
Rent |  |  | 17,613 |  |  |  | 0.90 | % |  |  | 20,422 |  |  |  | 2.76 | % |  |  | (2,809 | ) |  |  | (13.75 | )%
Travel fee |  |  | 31,418 |  |  |  | 1.61 | % |  |  | 33,734 |  |  |  | 4.56 | % |  |  | (2,316 | ) |  |  | (6.87 | )%
Office expenses |  |  | 70,612 |  |  |  | 3.63 | % |  |  | 48,136 |  |  |  | 6.51 | % |  |  | 22,476 |  |  |  | 46.69 | %
Other |  |  | 62,287 |  |  |  | 3.20 | % |  |  | 53,726 |  |  |  | 7.27 | % |  |  | 8,561 |  |  |  | 15.93 | %
Total general and administrative expenses |  |  | 1,946,262 |  |  |  | 100.00 | % |  |  | 739,326 |  |  |  | 100.00 | % |  |  | 1,206,936 |  |  |  | 163.25 | %

Research and development expenses.
Our Research and development expenses increased by 82.7% or $421,870 to $932,185 for the six months ended June 30, 2024 from $510,315 for the six months ended June 30, 2023,
because we carried out research and development activities for new material and products in 2024.
Other income
We recognized other income of $250,000 as the result of final settlement of the Convertible Notes in the second quarter of 2024, while there was no such income in the same period of 2023.
Income tax expense.
Our Income tax expense was $2,799 for the six months ended June 30, 2024 and $5,769 for the six months ended June 30, 2023.
The income tax expense was incurred by our profit making entities in China and the US.
Net loss.
As a result of the cumulative effect of the factors described above, our net loss was $
937
,462 for the six months ended June 30, 2024 and $511,621 for the six months ended June 30, 2023. The increase
in net loss
was primarily due to the
share based compensation recognized during the six months ended June 30, 2024.

| 3 |

Liquidity and Capital Resources
As of
June 30,
2024 and December 31, 2023, we had cash of $220,338, and $1,101,443, respectively. To date, we have financed our operations primarily through our business operations, borrowings from our stockholders, related and unrelated parties, and proceeds from IPO.
The Company believes that its current levels of cash and cash flows from operations will be sufficient to meet its anticipated cash needs for at least the next twelve months. However, it may need additional cash resources in the future if it finds and wishes to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If it determines that its cash requirements exceed its amounts of cash on hand or if it decides to further optimize its capital structure, it may seek to issue additional debt or equity securities or obtain credit facilities or other sources of funding.
The following table set forth a summary of our cash flows for the periods indicated:

|  | For the six Months Ended |
|  | June 30, |
|  | 2024 |  |  | 2023 |
Net cash provided by ( used in ) operating activities |  | $ | 175 , 674 |  |  | $ | (1,062,973 | )
Net cash used in investing activities |  | $ | (326,829 | ) |  | $ | (7,593 | )
Net cash (used in) provided by financing activities |  | $ | (889,558 | ) |  | $ | 58,058 |

Operating Activities
Net cash
provided by
operating activities was $
175,674
for the six months ended June 30, 2024, as compared to $1,062,973 net cash used in operating activities for the six months ended June 30, 2023.
The net cash
provided by
operating activities for the six months ended June 30, 2024 mainly included net loss of $
93
7,462,
adjusted by share based compensation of $1,161,596 and other income of $250,000 resulting from the final settlement of the Convertible Notes, and
increased in inventories of $400,363, increase in prepayment of $221,259, and partially offset by increase in unearned revenue of $468,550 and minor change of other accounts. The net cash used in operating activities for the six months ended June 30, 2023 mainly included net loss of $511,621, adjusted by non-cash item of amortization of debt discounts amounting $645,576, an increase in inventories of $1,388,636, increase in prepayment of 349,617, an decrease in accounts payable of $547,729, and partially offset by an decrease in account receivable of $478,162.
Investing Activities
Net cash used in investing activities was $
326
,
829
for the
six
months ended
June 30
, 2024, as compared to $
7,593
net cash used in investing activities for the
six
months ended
June 30
, 2023. The net cash used in investing activities for the
six
months ended
June 30
, 2024 mainly included the payments for construction
in progress
. The net cash used in investing activities for the
six
months ended
June 30
, 2023 mainly consisted of purchase of property and equipment .
Financing Activities
Net cash used in financing activities for the six months ended June 30, 2024 was $
8
89,558, as compared to net cash provided by financing activities of $58,058 for the six months ended June 30, 2023. The change was mainly due to the borrowing amounting $1,428,400 from a related party of our Company,
repayment of borrowings totaling $1,220,487
and the payment of $500,000 to settle the Convertible Notes
during the six months ended June 30, 2024.
Contractual Obligations
The Company’s subsidiary NDC has an operating lease primarily for its corporate office and equipment. The lease contract was within
six
years and the renewal was at landlord’s discretion.
Operating lease expenses were $
17,534
and $
13,938
for the
six
months ended
June 30
, 2024 and 2023, respectively.

| 4 |

Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable as we are a “smaller reporting company” as defined by Item 229.10(f)(1) of Regulation S-K.
Item 4. Controls and Procedures
The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer (principal executive officer) and Interim Chief Financial Officer (principal financial officer and principal accounting officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15 and 15d-15. Based upon that evaluation, the Chief Executive Officer and Interim Chief Financial Officer concluded that as of the end of the period covered by this report, the Company’s disclosure controls and procedures (as defined in § 240.13a-15(e) or 240.15d-15(e) of Regulation S-K) were effective at ensuring that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is (1) accumulated and communicated to management, including the Company’s Chief Executive Officer and Interim Chief Financial Officer, to allow timely decisions regarding required disclosures and (2) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
There have been no changes in the Company’s internal control over financial reporting during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.

| 5 |

P
ART II - OTHER INFORMATION
I
tem 1. Legal Proceedings
None.
I
tem 1A. Risk Factors
As a smaller reporting company, we are not required to make disclosures under this item.
I
tem 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.
None.
I
tem 3. Defaults Upon Senior Securities
None.
I
tem 4. Mine Safety Disclosures
Not applicable.
I
tem 5. Other Information
As previously disclosed, on May 16, 2022, Northann Corp. (the “Company”) entered into a securities purchase agreement with Sam Yan and Hongyu Wang (collectively, the “Investors”), pursuant to which the Company sold the Investors convertible notes in an aggregate principal amount of $1,000,000 (the “Convertible Notes”) that are convertible into shares of common stock of the Company with a 100% warrant coverage to purchase common stock (the “Warrants”). On May 3, 2024, the Company signed final settlement agreements with the Investors of the Convertible Notes and Warrants (together, the “Final Settlement Agreements”) to settle the balances of the Convertible Notes and Warrants for $250,000 for each of the Investors, totaling $500,000, besides an aggregate of $1,200,000 paid by the Company in 2023.
On May 24, 2024, in accordance with the Final Settlement Agreements, the Company paid the settlement sum of $250,000 to each Investor, and each of the Investors executed a Release of Security Interests evidencing and effecting the release, relinquishment, and discharge of certain security interests, including certain UCC financing statements as referenced therein.
In light of the above, the Convertible Notes and the Warrants are terminated in full and rendered null and void.

| 6 |

I
tem 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.

Exhibit No. |  | Description
31.1* |  | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* |  | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1** |  | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2** |  | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted 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.

| ** | Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

| ^ | Certain terms have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. The Registrant hereby undertakes to furnish copies of any of the terms upon request by the SEC.

| † | Exhibits and schedules to this Exhibit have been omitted pursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

| 7 |

S
IGNATURES
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.

| Northann Corp.
Date: August 14, 2024 | By: | /s/ Lin Li
| Name: | Lin Li
| Title: | Chief Executive Officer
|  | (Principal Executive Officer)
Date: August 14, 2024 | By: | /s/ Sunny S. Prasad
| Name: | Sunny S. Prasad
| Title: | Interim Chief Financial Officer
|  | (Principal Accounting and Financial Officer)

| 8 |