Annual Report for Fiscal Year Ending 12-31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

The following summary of our operations should be read in conjunction with our audited financial statements for the year ended December 31, 2025 and 2024, which are included herein.

		Year Ended
		December 31,
		2025				2024				Changes				%
Revenue		$	117,765			$	-				117,765				100	%
Cost of Sales			256				-				256				100	%
Gross Profit			117,509				-				117,509				100	%
Operating expenses			37,275,852				369,018				36,906,834				10,001	%
Other expenses (income)			(1,192	)			5,859				(7,051	)			(120	)%
Net Loss		$	37,157,151			$	374,877			$	36,899,783				9,843	%

During the year ended December 31, 2025 and 2024, the Company generated revenue of $117,765 and $0, respectively. During the year ended December 31, 2025, the Company generated revenue from its AI-Driven Ecosystem Product Planning consulting service of $115,000 and the Company's wholly owned subsidiary Solan (Shenzhen) Technology Co., Ltd. recognized online medical education revenue of $2,765.

Net loss increased during the year ended December 31, 2025 mainly due to the increase in operating expense.

Operating expenses increased during the year ended December 31, 2025 primarily due to goodwill impairment of $14,685,271, as well as the increases in stock-based compensation, audit fees, accounting fees and legal fees. During the year ended December 31, 2025, the Company incurred stock-based compensation of $22,320,670 from the issuance of 27,960,000 shares of common stock to consultants and a related party for service rendered.

Liquidity and Capital Resources

The following table provides selected financial data about the Company as of December 31, 2025 and 2024

Working Capital

		As of				As of
		December 31,				December 31,
		2025				2024				Changes				%
Current Assets		$	320,301			$	31,103			$	298,198				930	%
Current Liabilities		$	809,897			$	225,294			$	584,603				259	%
Working Capital (Deficiency)		$	(489,596	)		$	(194,191	)		$	873,801				(450	)%

As at December 31, 2025, our Company had a working capital deficiency of $489,596 compared with a working capital deficiency of $194,191 as at December 31, 2024. The increase in working capital was primarily due to the increase in stock payable of $688,934 and accounts payable and accrued liabilities of $42,914.

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Cash Flows

Year Ended December 31, 2025 compared to the year ended December 31, 2024

		Year Ended
		December 31,
		2025				2024				Changes				%
Cash flows used in operating activities		$	(69,282	)		$	(180,533	)		$	111,250				(62	)%
Cash flows provided by investing activities			3,360				-				3,360				100	%
Cash flows provided by financing activities			50,678				185,820				(135,142	)			(73	)%
Net changes in cash		$	(12,398	)		$	5,287			$	(20,532	)			(100	)%

Cash Flow from Operating Activities

We have not generated positive cash flow from operating activities. During the year ended December 31, 2025, net cash used in operating activities was $69,282 compared to $180,533 used during the year ended December 31, 2024.

Cash flows used in operating activities during the year ended December 31, 2025, comprised of a net loss of $37,157,151, which was reduced by stock-based compensation of $22,320,670, impairment loss on goodwill of $14,685,271, impairment loss on intangible assets of $27,619, amortization of $12,912, net changes in operating assets and liabilities of $58,054 and was increased by gain on loan settlement of $16,657.

Cash flows used in operating activities during the year ended December 31, 2024, comprised of a net loss of $374,877, which was reduced by amortization of $13,070, imputed interest of $2,605 and net changes in operating assets and liabilities of $148,632.

Cash Flow from Investing Activities

During the year ended December 31, 2025, the Company received aggregate $3,360 from net funds from acquisition of Xirangsheng (Shenzhen) Health Technology Co., Ltd., Goldfinch-Chong (Fuzhou) Technology Co., Ltd. and SolanAI Global Ltd. HK.

During the year ended December 31, 2024, we did not have any investing activities.

Cash Flow from Financing Activities

During the year ended December 31, 2025 and 2024, we had net cash provided by financing activities of $50,678 and $185,820, respectively.

During the year ended December 31, 2025, we received advancement from non-affiliates of $64,720 offset by repayment to the non-affiliate of $5,000, and advancement from the directors of $27,158 for payment made to vendors on behalf of the Company offset by repayment to the director of $36,200.

During the year ended December 31, 2024, we received advancement from on-affiliates of $183,666 and advancement from the former director of $2,154 for payment made to vendors on behalf of the Company.

Going Concern

As of the year ended December 31, 2025, we had an accumulated deficit of $37,619,073 and negative operating cash flow of $69,282 for the year ended December 31, 2025. Management notes, however, that a substantial portion of the Company's reported operating expenses for 2025 consisted of non-cash items, including stock-based compensation, which did not have a corresponding impact on near-term operating cash flows.

The Company's ability to continue as a going concern is contingent upon achieving future profitable operations and securing sufficient financing to meet operational obligations. Management plans to fund operations over the next twelve months through existing cash resources, related party support, additional debt or equity financing, and potential capital raises via public or private offerings. Management is actively pursuing these financing and business development initiatives and believes that such efforts, together with ongoing strategic expansion and liability management measures, may support the Company's operations over the next twelve months. However, there can be no assurance that the Company will be successful in obtaining sufficient financing or achieving profitable operations.

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To improve its financial position, the Company has implemented a comprehensive strategy focused on:

	1.	Revenue Growth - expanding strategic consulting, enterprise technology, and infrastructure-related service opportunities;
	2.	Strategic Expansion - integrating acquired businesses and developing scalable Web3, digital asset, and infrastructure platforms;
	3.	Market Development - building strategic partnerships and expanding commercial relationships across multiple jurisdictions;
	4.	Technology Advancement - strengthening platform capabilities, intellectual property development, and commercialization readiness.
	5.	Capital Structure and Liquidity Management - pursuing equity and debt financing opportunities, related party support, strategic capital arrangements, and liability restructuring where appropriate.

Management believes these initiatives will support long-term financial improvement and future business expansion. The Company will continue to monitor and report on their operational and financial progress.

Management notes that a substantial portion of the Company's operating expenses for the year ended December 31, 2025 consisted of non-cash stock-based compensation associated with strategic services, corporate restructuring, and platform expansion initiatives. Management believes the Company's 2025 financial results should be evaluated in the context of its broader strategic repositioning and non-cash capitalization activities.

Management believes that 2025 should be evaluated as a strategic repositioning and platform-buildout year, during which a significant portion of reported operating expense was non-cash in nature. Management further believes that the strategic acquisitions, platform development efforts, and financing initiatives undertaken during and after 2025 provide an initial foundation for future commercialization, revenue expansion, and improved operating scale.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Critical Accounting Policies

The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements' estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.

Fair Value of Financial Instruments

ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

Level 1: defined as observable inputs such as quoted prices in active markets;

Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The carrying value of cash, prepayments and the Company's loan from shareholder approximates its fair value due to their short-term maturity.

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. Our Company's management believes that these recent pronouncements will not have a material effect on our financial statements. Refer to Note 2 in the accompanying consolidated financial statements.