YHC — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-19

• Following the acquisition of a controlling interest in Fusion Five Continents Securities Limited (“Fusion Five”) on June 1, 2026, we also operate a New Zealand financial services company operating an AI-powered cross-border securities trading platform with proprietary USDT-based funding and settleme…

• Through our wholly owned subsidiary SWOL Holdings Inc., we develop and market SWOL Tequila. Through our wholly owned subsidiary YHC Online Limited, we entered into joint venture agreements in December 2025 to cooperate in the creation and monetization of multi-channel network content for digital pla…

• On July 9, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation to effect a one-for-one hundred (1-for-100) reverse stock split of its issued and outstanding common stock, which became effective on July 13, 2026. All share and per-share amounts in this Quarterly Rep…

• Between July 1, 2026 and July 8, 2026, the Company issued an aggregate of 1,088,503 shares of common stock for net proceeds of $7,316,687, pursuant to its at-the-market offering program. See Note 18 — Subsequent Events.

• Comparison of Three Months Ended June 30, 2026 and June 30, 2025

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• Through our wholly owned subsidiary SWOL Holdings Inc., we develop and market SWOL Tequila. Through our wholly owned subsidiary YHC Online Limited, we entered into joint venture agreements in December 2025 to cooperate in the creation and monetization of multi-channel network content for digital pla…

• Comparison of Three Months Ended March 31, 2026 and March 31, 2025

• The following table sets forth key components of our results of operations during the three months ended March 31, 2026 and 2025.

• Service revenues were $12,572 for the three months ended March 31, 2026, compared to $77,356 for the three months ended March 31, 2025, a decrease of $64,784, or approximately 84%. The decrease was primarily attributable to a significant reduction in marketing service engagements through the CWS Pla…

• Product revenues were $210,111 for the three months ended March 31, 2026, compared to $351,984 for the three months ended March 31, 2025, a decrease of $141,873, or approximately 40%. The decline reflects continued lower customer traffic and order activity through the CWS Platform, consistent with m…

Text added vs the prior filing · source: 10-Q · 2026-08-19

• As a smaller reporting company, we are not required to provide the information required by this Item. However, in light of our recent acquisition of a controlling interest in Fusion Five Continents Securities Limited (“Fusion Five”) on June 1, 2026, we are providing the following supplemental disclo…

• We hold digital assets, principally USDT, a U.S. dollar-denominated stablecoin, both for our own general corporate purposes and, through Fusion Five, on behalf of Fusion Five’s clients. As of June 30, 2026, the fair value of our own digital assets was $1,000,000, and digital assets held on behalf of…

• Fusion Five’s functional currency is the New Zealand dollar. Fluctuations in the exchange rate between the New Zealand dollar and the U.S. dollar affect the U.S. dollar value of Fusion Five’s assets, liabilities, revenues, and expenses as translated into our reporting currency. We do not currently u…

• Our $40,000,000 of promissory notes bear interest at a fixed rate of 6.0% per annum and are not subject to interest rate fluctuation risk with respect to our required interest payments. However, changes in prevailing market interest rates could affect the fair value of the Notes and our ability to r…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• As a smaller reporting company, we are not required to provide the information required by this Item.

Text added vs the prior filing · source: 10-Q · 2026-08-19

• In connection with the acquisition of a controlling interest in Fusion Five Continents Securities Limited (“Fusion Five”) on June 1, 2026, management’s evaluation of disclosure controls and procedures as of June 30, 2026 did not include Fusion Five’s internal control over financial reporting, consis…

• There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial …

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• Our size has prevented us from being able to employ sufficient resources to enable us to have an adequate level of supervision and segregation. Therefore, it is difficult to effectively segregate accounting duties which comprises a material weakness in internal controls. We also lack effective board…

• To the extent reasonably possible given our limited resources, we intend to take measures to cure the aforementioned weaknesses, including, but not limited to, increasing the capacity of our qualified financial personnel to ensure that accounting policies and procedures are consistent across the org…

• Management’s Report on Internal Controls over Financial Reporting

• Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliabil…

• Management utilized the criteria established in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to conduct an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2026…

Text added vs the prior filing · source: 10-Q · 2026-08-19

• We may not realize the anticipated benefits of the Fusion Five acquisition, and the integration of Fusion Five’s operations may be difficult, costly, or disruptive.

• The acquisition of Fusion Five represents our entry into the financial services and securities brokerage industry, which is substantially different from our historical beverage alcohol operations. Successfully integrating Fusion Five’s operations, personnel, regulatory compliance functions, and fina…

• We may be unable to complete the remaining closings of the Fusion Five acquisition, which are subject to regulatory approvals and our ability to obtain additional financing.

• We have acquired an aggregate of 54% of Fusion Five’s issued and outstanding shares to date. The purchase of the remaining 46%, for an aggregate purchase price of $59,800,000, remains subject to the receipt of required regulatory approvals and our ability to secure additional financing. There can be…

• Our use of digital assets, including USDT, to fund a substantial portion of the Fusion Five acquisition, and Fusion Five’s use of digital assets in connection with its client-related operations, expose us to risks associated with stablecoins and digital asset markets.