UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2025
☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number. 000-56532
ESG INC.
(Exact name of registrant as specified in its charter)
| Nevada | 87-1918342 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
|
433 East Hillendale Road Chadds Ford, PA |
19317 | |
| (Address of Principal Executive Offices) | (Zip Code) |
267-467-5871
(Registrant’s telephone number, including area code)
| N/A |
(Former Name, former address and former fiscal year, if changed since last report)
Securities registered under Section 12(b) of the Exchange Act: None
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,” “non-accelerated filer,” “ smaller reporting company,” and “ emerging growth company ” in Rule 12b-2 of the Exchange Act. (Check all that apply):
| 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 ☒
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: common shares issued and outstanding as of November 14, 2025
ESG INC.
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
ESG INC.
Consolidated Balance Sheet
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | 109,159 | $ | 110,343 | ||||
| Restricted cash | 56,398 | |||||||
| Accounts receivable | 3,324,630 | 2,917,093 | ||||||
| Inventories | 1,342,114 | 2,906,383 | ||||||
| Other receivable | 265,837 | 245,232 | ||||||
| Advance to suppliers | 208,973 | 736,094 | ||||||
| Value added tax receivable, current | 2,068,213 | |||||||
| Total Current Assets | 7,318,926 | 6,971,543 | ||||||
| Property, plant and equipment, net | 16,456,348 | 17,184,192 | ||||||
| Intangible assets, net | 2,957,647 | 2,934,213 | ||||||
| Value added tax receivable | 893,542 | 2,704,109 | ||||||
| Total Non-current Assets | 20,307,537 | 22,822,514 | ||||||
| Total Assets | $ | 27,626,463 | $ | 29,794,057 | ||||
| Liabilities and Shareholders' Equity | ||||||||
| Current Liabilities | ||||||||
| Short-term bank loans | $ | 6,041,532 | $ | 5,988,024 | ||||
| Convertible notes payable | 275,000 | - | ||||||
| Account payable | 2,953,422 | 4,604,011 | ||||||
| Accrued expenses and other current liabilities | 2,940,089 | 3,092,953 | ||||||
| Deferred income, current | 114,450 | 121,897 | ||||||
| Total Current liabilities | 12,324,493 | 13,684,988 | ||||||
| Deferred income | 1,022,166 | 1,073,487 | ||||||
| Long-term payable | 998,554 | 1,095,690 | ||||||
| Total Non-current liabilities | 2,020,720 | 2,169,177 | ||||||
| Total Liabilities | 14,345,213 | 15,854,164 | ||||||
| Commitments and Contingencies | ||||||||
| Shareholders' Equity | ||||||||
| Common stock | 25,900 | 25,900 | ||||||
| Additional paid in capital | 11,152,388 | 11,152,388 | ||||||
| Accumulated comprehensive income (loss) | (148,253 | ) | (711,270 | ) | ||||
| Accumulated deficit | (1,185,713 | ) | (168,600 | ) | ||||
| Total Company stockholders' Equity | 9,844,323 | 10,298,418 | ||||||
| Noncontrolling interest | 3,436,927 | 3,519,577 | ||||||
| Total Equity | 13,281,250 | 13,817,995 | ||||||
| Total Liabilities and Stockholders' Equity | $ | 27,626,463 | $ | 29,794,057 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
1
ESG INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| Revenues | $ | 491,339 | $ | 2,234,549 | $ | 4,568,519 | $ | 7,122,611 | ||||||||
| Cost of goods sold | 1,423,583 | 1,725,979 | 4,337,465 | 6,272,487 | ||||||||||||
| Gross profit | (932,244 | ) | 508,570 | 231,054 | 850,124 | |||||||||||
| Operating expenses | - | - | ||||||||||||||
| Selling, General and administrative expense | 607,608 | 241,948 | 1,017,872 | 707,854 | ||||||||||||
| Research and development cost | 139,829 | 144,582 | 361,205 | 404,366 | ||||||||||||
| Total operating expenses | 747,437 | 386,530 | 1,379,077 | 1,112,220 | ||||||||||||
| Income (Loss) from operations | (1,679,681 | ) | 122,040 | (1,148,023 | ) | (262,096 | ) | |||||||||
| Non-operating income (expense) | ||||||||||||||||
| Interest expense | (126,968 | ) | (125,380 | ) | (391,291 | ) | (406,985 | ) | ||||||||
| Other Income | 94,129 | (181 | ) | 247,043 | (15,605 | ) | ||||||||||
| Total non-operating income (expenses), net | (32,839 | ) | (125,561 | ) | (144,248 | ) | (422,590 | ) | ||||||||
| Income (Loss) before income taxes | (1,712,520 | ) | (3,521 | ) | (1,292,271 | ) | (684,686 | ) | ||||||||
| Income taxes | ||||||||||||||||
| Net income (loss) | (1,712,520 | ) | (3,521 | ) | (1,292,271 | ) | (684,686 | ) | ||||||||
| Less: income (loss) attributable to noncontrolling interest | (390,517 | ) | (26,218 | ) | (275,158 | ) | (201,063 | ) | ||||||||
| Net income (loss) to ESG Inc. | $ | (1,322,003 | ) | $ | 22,697 | $ | (1,017,113 | ) | $ | (483,623 | ) | |||||
| Other comprehensive item | ||||||||||||||||
| Foreign currency translation gain (loss) attributable to the Company | 141,493 | 161,997 | 563,017 | (5,616 | ) | |||||||||||
| Foreign currency translation gain (loss) attributable to noncontrolling interest | 48,380 | 55,390 | 192,508 | (1,920 | ) | |||||||||||
| Comprehensive income (loss) attributable to the Company | (1,180,510 | ) | 184,694 | (454,096 | ) | (202,983 | ) | |||||||||
| Comprehensive income (loss) attributable to noncontrolling interest | (342,137 | ) | 29,172 | (82,650 | ) | (489,239 | ) | |||||||||
| Net income (loss) per share - basic and diluted | $ | ) | $ | $ | ) | $ | ) | |||||||||
| Weighted average shares outstanding - basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
2
ESG INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
| Common stock | Additional paid aid-in | Accumulated income | Accumulated other comprehensive | Total Company's | Noncontrolling | |||||||||||||||||||||||||||
| Share | Amount | capital | (deficit) | Income | equity | interest | Total | |||||||||||||||||||||||||
| Balance at December 31, 2024 | 25,899,468 | $ | 25,900 | $ | 11,152,388 | $ | (168,600 | ) | $ | (711,270 | ) | $ | 10,298,418 | $ | 3,519,577 | $ | 13,817,995 | |||||||||||||||
| Net income | - | (212,664 | ) | (212,664 | ) | (63,489 | ) | (276,153 | ) | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | 291,886 | 291,886 | 99,802 | 391,688 | |||||||||||||||||||||||||||
| Balance at March 31, 2025 | 25,899,468 | $ | 25,900 | $ | 11,152,388 | $ | (381,264 | ) | $ | (419,384 | ) | $ | 10,377,640 | $ | 3,555,890 | $ | 13,933,530 | |||||||||||||||
| Net income | - | 517,554 | 517,554 | 178,848 | 696,402 | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | $ | 129,638 | $ | 129,638 | $ | 44,326 | $ | 173,964 | ||||||||||||||||||||||||
| Balance at June 30, 2025 | 25,899,468 | $ | 25,900 | $ | 11,152,388 | 136,290 | (289,746 | ) | 11,024,832 | 3,779,064 | 14,803,896 | |||||||||||||||||||||
| Net income | - | (1,322,003 | ) | (1,322,003 | ) | (390,517 | ) | (1,712,520 | ) | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | 141,494 | 141,494 | 48,380 | 189,874 | |||||||||||||||||||||||||||
| Balance at September 30,2025 | 25,899,468 | $ | 25,900 | $ | 11,152,388 | (1,185,713 | ) | (148,252 | ) | 9,844,323 | 3,436,927 | 13,281,250 | ||||||||||||||||||||
| Balance at December 31, 2023 | 25,899,468 | $ | 25,900 | $ | 11,152,388 | $ | (1,113,233 | ) | $ | (430,206 | ) | $ | 9,634,849 | $ | 3,312,459 | $ | 12,947,308 | |||||||||||||||
| Net income | - | (587,667 | ) | (587,667 | ) | (197,821 | ) | (785,488 | ) | |||||||||||||||||||||||
| Foreign currency translation adjustment | - | (159,580 | ) | (159,580 | ) | (54,564 | ) | (214,144 | ) | |||||||||||||||||||||||
| Balance at March 31, 2024 | 25,899,468 | $ | 25,900 | $ | 11,152,388 | $ | (1,700,900 | ) | $ | (589,786 | ) | $ | 8,887,602 | $ | 3,060,074 | $ | 11,947,676 | |||||||||||||||
| Net income | - | $ | 81,347 | 81,347 | 22,976 | 104,323 | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | (8,033 | ) | (8,033 | ) | (2,746 | ) | (10,779 | ) | |||||||||||||||||||||||
| Balance at June 30, 2024 | 25,899,468 | $ | 25,900 | $ | 11,152,388 | $ | (1,619,553 | ) | $ | (597,819 | ) | $ | 8,960,916 | $ | 3,080,304 | $ | 12,041,220 | |||||||||||||||
| Net income | - | $ | 22,697 | 22,697 | (26,218 | ) | (3,521 | ) | ||||||||||||||||||||||||
| Foreign currency translation adjustment | - | 161,997 | 161,997 | 55,390 | 217,387 | |||||||||||||||||||||||||||
| Balance at September 30, 2024 | 25,899,469 | $ | 25,900 | $ | 11,152,388 | $ | (1,596,856 | ) | $ | (435,822 | ) | $ | 9,145,610 | $ | 3,109,476 | $ | 12,255,086 | |||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
ESG INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Nine Months Ended | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | (1,292,271 | ) | $ | (684,686 | ) | ||
| Adjustments to reconcile loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 1,373,808 | 1,362,759 | ||||||
| Loss on obsolete inventories | 201,480 | |||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable and other receivables | 1,909,546 | (1,300,528 | ) | |||||
| Inventories | 1,564,269 | (218,401 | ) | |||||
| Accounts payables | (1,650,589 | ) | 1,281,062 | |||||
| Other current and non-current liabilities | (1,650,020 | ) | 309,318 | |||||
| Net cash provided by operating activities | 254,743 | 951,005 | ||||||
| Cash flows from investing activities: | ||||||||
| Acquisition of fixed assets | (208,253 | ) | (385,337 | ) | ||||
| Net cash used in investing activities | (208,253 | ) | (385,337 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from loans | 1,662,774 | 427,460 | ||||||
| Payment of loans payable | (96,521 | ) | (470,206 | ) | ||||
| Net cash used in financing activities | 1,566,253 | (42,746 | ) | |||||
| Effect of exchange rate changes on cash | 397,888 | (420,429 | ) | |||||
| Net increase (decrease) in cash | 2,010,631 | 102,493 | ||||||
| Cash, beginning of year | 166,741 | 342,342 | ||||||
| Cash, end of year | $ | 109,159 | $ | 444,835 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for interest | $ | 147,565 | $ | 406,985 | ||||
| Cash paid for income tax | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
4
ESG INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
(Unaudited)
Note 1 – Summary of Significant Accounting Policies
Basis of Presentation and Preparation
The consolidated financial statements include the accounts of ESG Inc. and its wholly owned subsidiaries (collectively “ESG” or the “Company”). In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these condensed consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”) requires the use of management estimates. These consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”).
Note 2 – Going Concern
The accompanying consolidated financial statements were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As of September 30, 2025, the Company had limited cash and working capital deficiency of $ 5,005,567. This factor, among others, raise the substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.
The working capital deficiency was primarily due to our capital structure. All our bank loans are short term, and the total balance was $6,041,532. Management is working to replace current bank loans with long-term loans to improve our capital structure. However, there is no assurance that all management’s plans will be successful.
Note 3 – Revenue
Net sales disaggregated by significant products for the three and nine months ended September 30, 2025 and 2024 were as follows:
| Three Month Ended | % of Total Revenue | |||||||||||||||||
| Geographic | Products | September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| China, mainland | Compost III | $ | 113,423 | $ | 416,364 | 33.0 | % | 18.6 | % | |||||||||
| China, mainland | White Button Mushroom | 377,915 | 1,818,815 | 77.0 | % | 81.4 | % | |||||||||||
| China, Hongkong | Mushroom powder seasonings | |||||||||||||||||
| Total | Total net sales | $ | 491,338 | $ | 2,234,549 | |||||||||||||
5
| Nine Month Ended | % of Total Revenue | |||||||||||||||||
| Geographic | Products | September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |||||||||||||
| China, mainland | Compost III | $ | 716,181 | $ | 2,102,442 | 36.3 | % | 29.5 | % | |||||||||
| China, mainland | White Button Mushroom | 1,659,486 | 5,020,169 | 15.7 | % | 70.5 | % | |||||||||||
| China, Hongkong | Mushroom powder seasonings | 2,192,851 | 48.0 | % | ||||||||||||||
| Total | Total net sales | $ | 4,077,180 | $ | 7,122,611 | |||||||||||||
Note 4 – Concentration
Customer
The Company had two customers that individually represented 10% or more of total sales, which accounted for 48.8% and 17.8% for the nine months ended September 30, 2025. For the year ended December 31, 2024, there were five customers’ sales were over 10% and accounted for 31.1%, 16.0%, 14.6%, 14.0%, and 12.7%.
Accounts Receivables
As of September 30, 2025, the account receivable from one customer accounted for 95.8% of the total Company’s accounts receivable. As of December 31, 2024, Accounts receivable from one customer accounted for 95.4% of the total Company’s accounts receivable balance.
Note 5 – Consolidated Financial Statement Details
The following tables show the Company’s consolidated financial statement details as of September 30, 2025 and December 31, 2024:
Inventories
| September 30, 2025 | December 31, 2024 | |||||||
| raw materials | $ | 1,334,780 | $ | 1,808,253 | ||||
| Inventories in transit | 125,917 | |||||||
| finished goods | 650,282 | |||||||
| work in progress | 7,334 | 321,931 | ||||||
| Total inventories | $ | 1,342,114 | $ | 2,906,383 | ||||
6
Property, Plant and Equipment, Net
| September 30, 2025 | December 31, 2024 | |||||||
| Gross property, plant and equipment | $ | 25,717,463 | $ | 24,884,609 | ||||
| Accumulated depreciation | (9,261,115 | ) | (7,700,417 | ) | ||||
| Total property, plant and equipment, net | $ | 16,456,348 | $ | 17,184,192 | ||||
Accrued expenses and other liabilities
Note 6 – Account Receivables and Allowance for Expected Credit Losses
As of September 30, 2025 and December 31, 2024, the accounts receivable were $3,324,630 and $2,917,093, respectively. Most of the accounts receivable were from mushroom powder seasoning sales.
The account receivable allowance as of September 30, 2025 and 2024 were $350,495 and $0, respectively. On July 15, 2025, Funan Allied entered into a formal Payment Agreement with Jin Shui Limited, our mushroom powder seasoning customer. Under the agreement, the customer agreed to make monthly payments of $200,000 beginning January 1, 2026, with all amounts to be paid in full by July 2026. The agreement includes a 1% per-month late-payment interest clause. Based on this event and management’s reassessment of collectability under ASC 326 – Financial Instruments – Credit Losses (CECL), the Company recorded an allowance for expected credit losses of $350,495 during the quarter ended September 30, 2025. The allowance reflects a conservative estimate of potential collection risk given the extended repayment period and current market conditions in the plant-based food sector. Management will continue to evaluate the adequacy of the allowance each reporting period in light of the customer’s payment performance and market developments.
Deposit and advances are required for Compost III and Fresh mushroom sales.
Note 7 – Value Added Tax Receivable
Value added tax (“VAT”) receivable was $2,961,756, including $2,068,213 classified as current as of September 30, 2025, and $2,704,109 as of December 31, 2024.
On September 8, 2025, the local branch of the State Taxation Administration issued a public notice approving a VAT refund of RMB 14,720,298.89 ( $2,068,213).
Note 8 – Other Payables
Other payables are primary composed of debts with private funds and related accrued interest, deposits received from customers and current portion of long term debt. As of September 30, 2025 and December 31, 2024, the Company had outstanding debt with private funds and institutions recorded as other payables for an aggregate carrying amount of $2,555,417 and $2,049,011, respectively.
7
Note 9 – Bank Loans
Short-term bank loans consisted of the following:
| December 31, | 2025 | Interest rate | Due date | 2024 | Interest rate | Due date | ||||||||||||||
| Agricultural Bank of China Funan Branch (1) | 702,504 | 4.65 | % | 04/02/26 | 781,047 | 3.70 | % | 04/02/25 | ||||||||||||
| Anhui Funan Rural Commercial Bank (2) | 1,967,010 | 5.60 | % | 12/20/26 | 1,918,360 | 5.60 | % | 12/20/25 | ||||||||||||
| Anhui Funan Rural Commercial Bank (3) | 1,405,007 | 5.60 | % | 03/24/26 | 1,370,257 | 5.60 | % | 03/28/25 | ||||||||||||
| Anhui Funan Rural Commercial Bank (4) | 843,004 | 5.60 | % | 01/15/26 | 822,154 | 5.60 | % | 01/16/25 | ||||||||||||
| Bank of China Funan Branch (5) | 1,124,007 | 3.60 | % | 03/13/26 | 1,096,206 | 3.60 | % | 03/12/25 | ||||||||||||
| Total | $ | 6,041,532 | $ | 5,988,024 | ||||||||||||||||
| (1) | Loans are guaranteed by the founder of AUFP and SME Guarantee Corporation. |
| (2) | Loans are guaranteed by legal representative, the founder, and one shareholder of AUFP, ESG Hainan and SME Guarantee Corporation. |
| (3) | Loans are guaranteed by legal representative, and the founder of AUFP, AUFP and SME Guarantee Corporation. |
| (4) | Loans was guaranteed by legal representative and the founder of AUFP, AUFP and SME Guarantee Corporation. |
| (5) | $1,124,007 and $1,096,206 of loans from Bank of China were pledged by buildings as of September 30, 2025, and December 31, 2024, respectively. |
8
Note 10 – Convertible Notes Payable
The convertible notes payable was $275,000 and $0 as of September 30, 2025 and 2024, respectively.
On August 5, 2025, the Company issued a convertible promissory note (the “Note”) in the principal amount of $275,000 to Labrys Fund II, L.P. for an aggregate cash purchase of $250,000 in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) thereunder. As additional consideration for the purchase of the Note, the Company issues a common stock purchase warrant to purchase 45,833 shares of common stock at an initial price per share of $ to the Purchaser. The Note bears interest at 10% per annum and matures on the twelve (12) months from the Issue Date. The Purchaser may have conversion rights at the date that an Event of Default occurs or the date that the Company failed to pay any Amortization Payment to convert the Convertible Note into shares of the Company’s common stock at a conversion price equal to the 90% of the lowest closing bid price of the Common Stock on Principal Market during the ten (10) Trading Day period immediately preceding the respective Conversion Date.
Note 11 – Income Taxes
The income taxes were zero for the three and nine months ended September 30, 2025 and 2024. Compost III and white button mushroom are income tax and VAT tax free products.
Note 12 – Segment Information
The following table shows information by reportable segment for the three and nine months ended September 30, 2025 and 2024:
| White button mushroom | Compost III | Mushroom powder seasonings | Corporate | Eliminations | Total | |||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||
| Net operating revenues: | ||||||||||||||||||||||||
| Third party | $ | 377,915 | $ | 113,423 | $ | $ | $ | $ | 491,338 | |||||||||||||||
| Intersegment | 154,069 | (154,069 | ) | |||||||||||||||||||||
| Total net operating revenues | 377,915 | 267,493 | 645,408 | |||||||||||||||||||||
| Cost of goods sold | (545,643 | ) | (877,939 | ) | 1,423,583 | |||||||||||||||||||
| Intersegment cost of goods sold | (154,069 | ) | 154,069 | |||||||||||||||||||||
| Total net operating cost | (699,712 | ) | (877,939 | ) | (1,577,651 | ) | ||||||||||||||||||
| Selling, general administrative expenses | (197,213 | ) | (173,999 | ) | (56,517 | ) | (179,880 | ) | (607,608 | ) | ||||||||||||||
| Research and development | (50,567 | ) | (50,573 | ) | (38,691 | ) | (139,829 | ) | ||||||||||||||||
| Operating income (loss) | (415,507 | ) | (989,088 | ) | (95,208 | ) | (179,880 | ) | (1,679,682 | ) | ||||||||||||||
| Interest income (expense) | (66,248 | ) | (8,888 | ) | (51,832 | ) | (126,968 | ) | ||||||||||||||||
| Other income (loss) — net | 15,021 | 1,918 | 77,191 | 94,129 | ||||||||||||||||||||
| Income before income taxes | $ | (466,734 | ) | $ | (996,058 | ) | $ | (69,849 | ) | $ | (179,880 | ) | $ | $ | (1,712,521 | ) | ||||||||
9
| White button mushroom | Compost III | Mushroom powder seasonings | Corporate | Eliminations | Total | |||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||
| Net operating revenues: | ||||||||||||||||||||||||
| Third party | 1,659,486 | 716,181 | $ | 2,192,851 | $ | $ | $ | 4,568,519 | ||||||||||||||||
| Intersegment | 1,000,929 | 533,557 | (1,534,486 | ) | ||||||||||||||||||||
| Total net operating revenues | 2,660,415 | 1,249,738 | 2,192,851 | 6,103,004 | ||||||||||||||||||||
| Cost of goods sold | (586,775 | ) | (1,030,973 | ) | (2,719,717 | ) | (4,337,465 | ) | ||||||||||||||||
| Intersegment cost of goods sold | (533,557 | ) | (1,000,929 | ) | 1,682,799 | |||||||||||||||||||
| Total net operating cost | (1,120,332 | ) | (1,030,973 | ) | (3,720,646 | ) | (4,337,465 | ) | ||||||||||||||||
| Selling, general administrative expenses | (283,939 | ) | (198,908 | ) | (322,649 | ) | (212,376 | ) | (1,017,872 | ) | ||||||||||||||
| Research and development | (155,315 | ) | (156,532 | ) | (49,359 | ) | (361,205 | ) | ||||||||||||||||
| Operating income (loss) | 633,458 | (670,232 | ) | (898,874 | ) | (212,376 | ) | (1,148,024 | ) | |||||||||||||||
| Interest income (expense) | (222,405 | ) | (27,753 | ) | (141,133 | ) | (391,291 | ) | ||||||||||||||||
| Other income (loss) — net | 54,128 | 87,058 | 105,858 | 247,043 | ||||||||||||||||||||
| Income before income taxes | $ | 465,181 | $ | (610,927 | ) | $ | (934,149 | ) | $ | (212,376 | ) | $ | $ | (1,292,271 | ) | |||||||||
| White button mushroom | Compost III | Mushroom powder seasonings | Corporate | Eliminations | Total | |||||||||||||||||||
| Three Months Ended September 30, 2024 | ||||||||||||||||||||||||
| Net operating revenues: | ||||||||||||||||||||||||
| Third party | 1,818,185 | 416,364 | $ | 2,234,549 | ||||||||||||||||||||
| Intersegment | 3,039,245 | 1,911,712 | (4,950,957 | ) | ||||||||||||||||||||
| Total net operating revenues | 3,857,430 | 3,328,076 | 7,185,506 | |||||||||||||||||||||
| Cost of goods sold | (1,341,458 | ) | (384,520 | ) | (1,725,979 | ) | ||||||||||||||||||
| Intersegment cost of goods sold* | (1,911,712 | ) | (3,039,245 | ) | 4,950,957 | |||||||||||||||||||
| Total net operating cost | (3,253,170 | ) | (384,520 | ) | (3,637,690 | ) | ||||||||||||||||||
| Selling, general administrative expenses | (49,780 | ) | 60,105 | (201,647 | ) | (50,626 | ) | (241,949 | ) | |||||||||||||||
| Research and development | (38,569 | ) | (59,668 | ) | (46,345 | ) | (144,582 | ) | ||||||||||||||||
| Operating income (loss) | 388,378 | 32,281 | (247,992 | ) | 122,039 | |||||||||||||||||||
| Interest income (expense) | (11,475 | ) | (76,923 | ) | (36,982 | ) | (125,380 | ) | ||||||||||||||||
| Other income (loss) — net | (29,246 | ) | 7,186 | 21,880 | (180 | ) | ||||||||||||||||||
| Income before income taxes | $ | 347,657 | $ | (37,456 | ) | $ | (263,094 | ) | $ | (50,626 | ) | $ | $ | (3,521 | ) | |||||||||
| White button mushroom | Compost III | Mushroom powder seasonings | Corporate | Eliminations | Total | |||||||||||||||||||
| Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||
| Net operating revenues: | ||||||||||||||||||||||||
| Third party | $ | 5,020,169 | 2,102,442 | - | $ | 7,122,611 | ||||||||||||||||||
| Intersegment | 3,039,245 | 2,806,480 | (5,845,725 | ) | ||||||||||||||||||||
| Total net operating revenues | 7,059,414 | 5,908,922 | 12,968,336 | |||||||||||||||||||||
| Cost of goods sold | (3,811,023 | ) | (1,619,405 | ) | (842,059 | ) | 6,272,487 | |||||||||||||||||
| Intersegment cost of goods sold* | (2,806,480 | ) | (3,039,245 | ) | $ | 5,845,725 | ||||||||||||||||||
| Total net operating cost | (6,617,503 | ) | (1,619,405 | ) | (842,059 | ) | (9,078,967 | ) | ||||||||||||||||
| Selling, general administrative expenses | (137,429 | ) | (24,235 | ) | (444,775 | ) | (101,415 | ) | (707,854 | ) | ||||||||||||||
| Research and development | (194,569 | ) | (103,452 | ) | (106,345 | ) | (404,366 | ) | ||||||||||||||||
| Operating income (loss) | 877,148 | 355,350 | (1,393,179 | ) | (101,415 | ) | (262,096 | ) | ||||||||||||||||
| Interest income (expense) | (191,539 | ) | (98,316 | ) | (117,960 | ) | 831 | (406,985 | ) | |||||||||||||||
| Other income (loss) — net | 18,831 | (147,782 | ) | 113,346 | (15,605 | ) | ||||||||||||||||||
| Income before income taxes | $ | 704,440 | $ | 109,252 | $ | (1,397,793 | ) | $ | (100,584 | ) | $ | $ | (684,686 | ) | ||||||||||
| * | Including intercompany cost of inventories |
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Note 13 – Related-Party Transactions
The Company did not engage in any related-party transactions during the quarter ended September 30, 2025. There were no material transactions or arrangements with related parties, including any directors, executive officers, or 5% shareholders.
Note 14 - Correction of Immaterial Misstatement
During the year ended December 31, 2024, the Company corrected an error that occurred in 2019. The payment of approximately $420,067 was posted under the wrong supplier account which was subsequently settled based on a settlement agreement. The Company determined that the prior year financial statements should be corrected, even though such revision previously was and continues to be immaterial to the prior year financial statements. As a result, the accompanying consolidated balance sheet for the year ended December 31, 2023 has been corrected for the following: accounts payable decreased from $1,450,405 to $1,300,676, the accumulated deficit decreased from $1,224,811 to $1,113,233 and noncontrolling interest increased from $3,274,308 to $3,312,459. The Company assessed the materiality of the misstatement quantitatively and qualitatively and has concluded that the correction of the classification is immaterial to the consolidated financials taken as a whole.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this “Form 10-Q”) for the quarterly period ended September 30, 2025, as well as the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the year ended December 31, 2024 filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on April 15, 2025 (the “2024 Form 10-K”). Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-Q, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks, uncertainties and assumptions. You should read the “Forward-Looking Statements” and “Risk Factors” sections of this Form 10-Q and our 2024 Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements.
Forward-Looking Statements
This Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this report other than statements of historical fact, including statements regarding our business plans and strategies; projections of revenues, expenses, profitability or cash flows; expectations regarding plant expansions, new product development and processing capabilities; the impact of government policies, subsidies or tax incentives; and anticipated benefits of our composting and mushroom-processing initiatives, are forward-looking statements. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements.
These forward-looking statements are based on management’s current beliefs and assumptions and on information currently available to us, but involve a number of risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those set forth in or implied by such statements. Important factors that could cause actual results to differ include, but are not limited to, the following (see “Risk Factors” in Part II, Item 1A of our 2024 Form 10-K for further discussion):
| · | recent shifts in U.S. and international trade policies—especially those affecting China—may increase tariffs or investment restrictions and adversely impact our supply chain, financing and operating results. |
| · | the impact of contagious-disease outbreaks (e.g., COVID-19 or future epidemics) on our operations, supply chains and customers; |
| · | our dependence on a small number of large distributors and processors in China; |
| · | our ability to comply with PRC food-safety, environmental, composting and export regulations and to maintain all necessary licenses and permits; |
| · | Lack of diversification in our business via a reliance on fresh white button mushrooms and recent processing business; |
| · | changes to PRC or local tax incentives, farming subsidies or agricultural-development plans; |
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| · | volatility in the cost of substrate materials, energy, labor and transportation; |
| · | our need for and access to additional debt or equity financing on acceptable terms; |
| · | our common shares are currently quoted on the OTCQB Market Tier of the OTC Markets Group, Inc. which provides shareholders with limited liquidity due to low trade volume and limits our access to the broader capital markets which may hamper our ability to raise funds and increase share-price volatility. |
| · | delays or cost overruns in facility expansions, equipment installations or scaling of operations; |
| · | losses due to mushroom diseases, pests or system malfunctions in climate-controlled facilities; |
| · | as a closely held corporation, a small number of shareholders control a significant portion of our shares, which may limit trading float and influence governance decisions. |
| · | fluctuations in the exchange rate between the Renminbi and the U.S. dollar and PRC restrictions on currency conversion; |
| · | our ability to protect proprietary growing, processing and composting technologies under PRC IP laws; |
| · | evolving PRC and U.S. data-security and privacy laws, and potential impacts of cybersecurity reviews; |
| · | our dependence on and ability to retain experienced executives and technical staff; |
| · | our capacity to integrate new operations, strengthen controls and maintain quality and safety as we grow; and |
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Other risks described in our filings with the SEC, including elsewhere in this Form 10-Q and our 2024 Form 10-K. Should any of these or other risks materialize, or should any of the underlying assumptions prove incorrect, actual results may differ materially from those expressed in or implied by forward-looking statements. Except as required by law, we undertake no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
Overview
ESG Inc. (“ESG”) was incorporated in July 2021 in the State of Nevada under the name “Plasma Innovative Inc.” (“Plasma”). On November 6, 2023, Plasma Innovative Inc. entered into a share exchange agreement (the “Share Exchange Agreement”) with ESG Inc. (“ESGI”), a Nevada corporation, and the shareholders of ESGI (the “ESGI Shareholders”), whereby One Hundred Percent (100%) of the ownership interest of ESGI was exchanged for 10,432,800 shares of common stock of Plasma issued to the ESGI Shareholders. On November 22, 2023, Plasma Innovative Inc. filed Articles of Merger with the State of Nevada to merge ESG Inc. into Plasma Innovative Inc. Plasma Innovative Inc. was the surviving entity with its name changed into ESG Inc.
ESG is a Nevada holding company, headquartered in Kennett Square, Pennsylvania. Through the deep agricultural and food-industry experience of its management team, ESG develops and operates sustainable, plant-based food-ingredient and production businesses, initially focusing on high-quality mushroom composting, cultivation and processing with plans to expand into broader food-related ventures.
At the top of its corporate structure, ESG holds its Chinese operations through two intermediate entities—ESG China Limited in Hong Kong and Hainan ESG Technology Co., Ltd. (“Hainan ESG”) in the PRC. On September 28, 2023, Hainan ESG acquired a 74.52% equity interest in Funan Allied United Farmer Products Co., Ltd. (“AUFP”) via a share-exchange transaction. AUFP in turn directly owns two Chinese operating subsidiaries:
| · | Anhui Allied United Mushroom Technology Co., Ltd. (“AUMT”) – manufactures Phase III compost using locally sourced straw and manure, with capacity of up to 90,000 tons per year. |
| · | Anhui Allied United Mushroom Co., Ltd. (“AUM”) – operates mushroom-growing facilities covering roughly 335,000 sq. ft., producing up to 20 million pounds of fresh white button mushrooms annually. |
All of ESG’s operations are conducted through these wholly-foreign-owned entities in China (including a WFOE structure), each duly organized under PRC law and holding all required governmental authorizations. The Company exercises full managerial control over its subsidiaries and complies with applicable overseas-listing filing requirements under CSRC Trial Measures and related PRC regulations.
Leveraging its vertically integrated platform, ESG combines advanced composting technology, climate-controlled cultivation and emerging processing capabilities—such as the launch of dried mushroom seasoning powder for export—to meet growing global demand for sustainable, plant-based foods. Guided by our principles, the Company aims to deliver high-quality products while driving innovation, environmental stewardship and long-term value creation.
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Financial Condition
The third quarter of 2025 was marked by significant operational disruptions related to the Company’s ongoing environmental compliance and capacity expansion initiatives. In particular, the Company undertook the construction and installation of a new Environmental Protection Agency (“EPA”) compliance facility and related integration equipment at its primary production site. This project stems from an approved Environmental Impact Assessment (EIA) and associated local regulatory obligations, requiring the Company to upgrade its facilities to meet enhanced environmental standards. The construction activities during the quarter adversely impacted the Company’s normal production process – most notably the mushroom composting conditions in August 2025 – which in turn had a material negative effect on our financial results for the period.
As a direct consequence of the disruption, the Company experienced a substantial decline in revenue and incurred an operating loss for the three months ended September 30, 2025. The adverse impact on composting in August rendered certain production batches unusable, leaving insufficient usable compost to sustain the cultivation of mushrooms in the latter part of the quarter. Notably, the Company did not record any fresh mushroom sales in September 2025, as the harvest that would normally have occurred in that month was lost due to the compromised compost. This absence of September sales, combined with lower production volumes in August, significantly reduced the Company’s quarterly revenue relative to prior periods. In contrast, the Company’s operating costs – including fixed overhead and ongoing expenses continued to be incurred, which resulted in a negative impact on profitability for the quarter.
Management took decisive action in response to these challenges. Subsequent to the end of the quarter, in late October 2025, the Company temporarily suspended production operations at its primary facility to facilitate the swift completion of the EPA compliance facility installation and to prevent further losses. This decision was made after careful consultation with internal management and external experts, reflecting management’s determination that a short-term halt in production was the most prudent course to expedite project completion and ensure full compliance with environmental requirements. While this production suspension occurred after September 30, 2025 (and therefore did not affect third quarter output beyond what is discussed above), it is an important development that will influence the Company’s near-term operations and is discussed further in the Outlook section below.
Revenue and Operating Results
Revenue: For the quarter ended September 30, 2025, the Company’s revenue was $491,339, declined significantly compared to $2,234,549, the same period in the prior year. The decrease was primarily attributable to the operational disruption caused by the EPA compliance project construction. During August 2025, construction activities interfered with the climate and conditions required for proper composting of mushrooms. Consequently, the compost produced in that month did not meet the necessary standards for cultivation and had to be discarded. This disruption in our growing cycle meant that no fresh mushroom sales were generated in September 2025, since there was no viable mushroom crop to harvest in that month. By contrast, in a typical third quarter, September contributes a meaningful portion of our fresh mushroom sales. The loss of essentially an entire month of product sales, combined with reduced output in late August, resulted in a sharp drop in quarterly revenue. Additionally, sales of compost to third parties were lower in the quarter due to the temporary shortage of quality compost – a direct result of the production batches that were rendered unusable.
Operating Results: The shortfall in revenue had a direct adverse effect on the Company’s profitability for the quarter. The Company incurred an operating loss of $1,679,682 for the three months ended September 30, 2025, as opposed to operating income of $122,040 in the comparable period of the prior year. The operating loss was driven predominantly by the significant revenue decline, while the Company’s cost structure includes fixed costs that could not be fully reduced in line with lower production. Although management took steps to contain variable costs where possible, core expenses such as labor, facility overhead, and depreciation continued to accrue during the disruption. Furthermore, the disposal of unusable compost in August led to wasted raw materials and additional costs that negatively impacted gross margins. These factors collectively contributed to the operating loss in the quarter.
For the nine months ended September 30, 2025, preliminary results also reflect a decline in revenue and profitability on a year-to-date basis, largely due to the third-quarter shortfall. The revenue was $4,568,519 for the nine months ended September 30, 2025 compared to $7,122,611 for the nine months ended September 30, 2024. Management notes that absent the extraordinary impact of the compliance project disruption, underlying demand for the Company’s products remained stable. There were no significant changes in pricing or market conditions negatively affecting sales outside of the production constraints described above. The Company did not incur any asset impairment charges in the quarter related to these events, and inventory on hand (apart from the unusable compost that was discarded) remained saleable.
During the quarter ended September 30, 2025, the Company had no related-party transactions, as defined under SEC rules. All transactions with parties outside of the Company were conducted at arm's length, and no material financial arrangements or investments were made with entities owned or controlled by officers, directors, or other related parties. As of the date of this filing, the Company is not aware of any pending or potential related-party transactions.
Liquidity and Capital Resources
Cash Position and Cash Flows: Despite the quarter’s operational setback, the Company’s liquidity remains adequate. The Company has deliberately avoided taking on new loans or liabilities for this project, thereby maintaining its conservative leverage profile. The Company’s debt-to-equity ratio continues to be 1.1. Working capital is sufficient to support current needs, and the Company’s trade payables and other obligations are being managed in the ordinary course.
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VAT Refund: The Company also expects a significant inflow of cash in the coming months from a government tax refund. In particular, the Company has filed for a refund of accumulated Value Added Tax (VAT) credits, in accordance with applicable tax regulations. (Refer to Note 7 – Value Added Tax Receivables ) (The Company received an administrative notice from the Fuyang Municipal Taxation Bureau confirming approval of its VAT-credit refund application. The notice constitutes a routine governmental confirmation and is not filed as an exhibit, as it does not represent a material contract within the meaning of Item 601(b)(10) of Regulation S-K.)The refund anticipated is approximately RMB 14.7 million. This amount was confirmed as receivable following the completion of the relevant tax filings and is expected to be received in the fourth quarter of 2025 or early 2026. The VAT credit refund will supplement the Company’s existing cash resources and bolster liquidity during the production hiatus. Management plans to deploy this refund toward general working capital needs and to support the remaining costs associated with completing the EPA compliance facility. Notably, this VAT refund is a one-time cash inflow derived from the Company’s capital investments and procurement related to the compliance project, and it reflects a recovery of input taxes rather than operational income.
Capital Resources and Outlook: As described in the Notes to the Consolidated Financial Statements, the Company issued on August 5, 2025 a convertible promissory note in the principal amount of $275,000, as disclosed in the Form 8-K filed August 8, 2025. Proceeds from this financing are being used to fund working-capital needs. The Company believes that its current cash on hand in combination with the expected VAT refund, will be sufficient to meet its financial obligations and operational requirements for at least the next twelve months. This assessment includes consideration of the ongoing expenses during the temporary production suspension and the expenditures required to finish the compliance facility. Company has also reviewed its budget and cash flow projections in light of the production pause. Management has identified areas to conserve cash during the suspension period, such as deferring non-critical capital expenditures and optimizing working capital (e.g., reducing discretionary spending and carefully managing inventory purchases until production resumes). Based on these measures and current projections, the Company does not anticipate any need for external financing in the near term. The Company remains in compliance with all existing debt covenants and continues to have access to credit lines, should additional liquidity be required. Overall, management is confident that the Company’s liquidity and capital resources are sufficient to support operations and planned initiatives for the foreseeable future, including at least the next twelve months from the date of this report.
Outlook
Looking forward, management’s priority is to complete the EPA compliance project and restore full production operations, with a focus on stabilizing and then improving the Company’s operational and financial performance. As mentioned, in October 2025 (subsequent to quarter-end) the Company temporarily suspended production at its main facility to expedite the final construction and integration of the new environmental compliance equipment. This suspension is expected to last for approximately three months, with production anticipated to resume at normal capacity by late January 2026. During this downtime, management and technical teams are concentrating on installing and testing the remaining equipment, training staff on the new systems, and ensuring that all environmental control mechanisms are functioning as designed. The goal is to emerge from this pause with a fully operational EPA-compliant facility that meets or exceeds regulatory standards, thereby enabling the Company to operate without further interruption related to environmental issues.
In the near term, the production suspension will continue to pose challenges. The Company expects that the lack of production in November and December 2025 will result in significantly reduced revenues for the fourth quarter of 2025, and potentially an operating loss for that period as well. The Company has communicated with its customers and stakeholders regarding the temporary halt in production, and we are exploring ways to mitigate the impact – for example, by drawing down existing inventory of certain processed or stored products (if any) and maintaining customer relationships through regular updates on our status. Operating expenses will be carefully managed during the suspension. Management has implemented cost containment measures, including reducing variable costs where possible (such as scaling back purchasing of raw materials and reducing energy usage during the shutdown) and negotiating temporary adjustments with suppliers and service providers. These actions are aimed at preserving cash without compromising the integrity of the facility upgrade or the Company’s ability to ramp up quickly once production recommences.
Despite the current difficulties, the Company remains optimistic that the completion of the EPA compliance facility will provide substantial long-term benefits. The new facility and expanded production capacity are expected to improve operational efficiency and throughput once online. By upgrading our environmental control systems and infrastructure, we anticipate fewer disruptions to the composting and growing process going forward, even as production volumes increase. In addition to supporting higher mushroom output, the expanded and improved composting facilities will enable the Company to produce excess compost for sale to third parties in greater quantities. The ability to sell more Phase III compost (fully cultivated compost) to external mushroom growers or other agricultural users could become an incremental revenue stream for the Company over time. Moreover, with enhanced environmental compliance and increased capacity, the Company will be better positioned to pursue export opportunities for its products. Many export markets have stringent environmental and quality standards; by investing in this compliance project, the Company aims to meet those standards, which in turn supports the potential for exporting its fresh mushrooms or compost products to new markets. These strategic benefits, while not immediate, are viewed as critical to the Company’s growth plans.
Management cautions that the next few quarters will reflect the continuing impact of the production halt and recovery period. Even after operations resume (expected in early 2026), there may be a ramp-up phase as the Company calibrates the new equipment and gradually returns to full production capacity. The first harvest after resumption may occur several weeks after production restarts, which could affect the timing of revenue recognition in early 2026. The Company will monitor the implementation closely and will provide updates on any material developments. Importantly, at this time management does not anticipate any permanent damage or impairment to the Company’s assets or long-term earning capacity as a result of the temporary suspension. The equipment installation is proceeding as planned, and all facilities are being maintained in ready-to-restart condition. The composting process will be relaunched using fresh raw materials once the environmental systems are fully operational, and there is no indication of lasting adverse effects on our mushroom culture or genetics.
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In conclusion, while the operational and financial results in the short term are under pressure due to the necessary EPA compliance work, the Company views these actions as an investment in its future. By adhering to environmental regulations and upgrading our production capabilities, we are building a foundation for sustainable and scalable growth. Management remains focused on executing the compliance project to completion, resuming production on the projected timetable, and returning the Company to a trajectory of revenue growth and improved margins. We believe that our prudent approach to liquidity – including maintaining a conservative leverage position and securing the VAT refund – has positioned the Company to weather this interim period. We will continue to evaluate our outlook and assumptions in light of evolving conditions and will update stakeholders in our next quarterly report or as material developments occur. The Company appreciates the patience and support of its shareholders, employees, and customers as we work through this transition, and we are confident that these efforts will enhance the Company’s operational resilience and long-term value in the quarters and years ahead.
Available Information
The Company periodically provides certain information to investors on its corporate website, www.esgfood.net. This includes press releases and other information about financial performance, information on environmental, social and governance matters. The information contained on the websites referenced in this Form 10-Q is not incorporated by reference into this filing. Further, the Company’s references to website URLs are intended to be inactive textual references only.
Off-Balance Sheet Arrangements
There were no off-balance sheet arrangements as of September 30, 2025, or that in the opinion of management that are likely to have, a current or future material effect on our financial condition or results of operations.
Contractual Obligations
Our long-term debt obligations as of September 30, 2025 were $998,554. $165,794 was included in accrued expenses and other current labilities as current portion of long-term liabilities and expected to be paid within 12 months. Our long-term debt obligations are related to assets acquisition. Refer to “Note 11 - Assets Acquisition and Long-term Payable” in our Annual Report on Form 10-K filed with the SEC on April 15, 2025.
Recently Issued Accounting Pronouncements
Disaggregation of Income Statement Expenses
In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date, which clarified the effective date of ASU 2024-03. ASU 2024-03 will require the Company to disclose the amounts of purchases of inventory, employee compensation, depreciation and intangible asset amortization, as applicable, included in certain expense captions in the Consolidated Statements of Operations, as well as qualitatively describe remaining amounts included in those captions. ASU 2024-03 will also require the Company to disclose both the amount and the Company’s definition of selling expenses. The Company is currently evaluating the effect ASU 2024-03 may have on its consolidated financial statements and related disclosures.
Income Taxes
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The Company is currently evaluating the effect ASU 2023-09 may have on its consolidated financial statements and related disclosures.
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Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements, including the notes thereto. For a description of the Company’s critical accounting policies and estimates, refer to “Part II—Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K filed with the SEC on April 15, 2025. There were no significant changes to our critical accounting policies during the nine months ended September 30, 2025.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4. Controls and Procedures.
As part of the Company's internal controls over financial reporting, we have procedures to identify any related-party transactions, including transactions with officers, directors, and significant shareholders. During the quarter ended September 30, 2025, no related-party transactions were identified. We continue to maintain a robust system to ensure compliance with applicable SEC rules regarding related-party transactions.
Evaluation of Disclosure Controls and Procedures
In connection with the preparation of this Form 10-Q, an evaluation was carried out by the Company’s management, with the participation of the principal executive officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act (“Exchange Act”) as of September 30, 2025. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including the principal executive officer, to allow timely decisions regarding required disclosures.
Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was not accumulated and communicated to management to allow timely decisions regarding required disclosures. Management is developing and implementing enhanced accounting-review and consolidation procedures to remediate this deficiency during fiscal 2026.
Change in Internal Control over Financial Reporting
During the nine months ended September 30, 2025, there have been no changes in internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Limitations of the Effectiveness of Internal Controls
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control system are met. Because of the inherent limitations of any internal control system, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.
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PART II. Other Information
Item 1. Legal Proceedings
From time to time, we may be involved in litigation that arises through the normal course of business. As of the date of this filing, we are not aware of any material legal proceedings to which we or any of our subsidiaries is a party or to which any of our property is subject, nor are we aware of any such threatened or pending litigation or any such proceedings known to be contemplated by governmental authorities.
Item 1A. Risk Factors
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
As reported by the Company on a Current Report on Form 8-K filed with the SEC on August 8, 2025, on August 8, 2025, the Company terminated Prager Metis CPAs, LLC (“Former Auditor”) as its independent registered public accounting firm and engaged Boladale Lawal & Co. (“New Auditor”) as its independent registered public accounting firm which was approved by the Company’s Board of Directors.
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Item 6. Exhibits
| * | The Amended and Restated Bylaws of ESG Inc. were approved by the Board of Directors on February 20, 2025 and adopted effective February 24, 2025. They are filed herewith for the first time as an exhibit to this Quarterly Report on Form 10-Q for the period ended September 30, 2025, in accordance with Item 601(b)(3) of Regulation S-K. |
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SIGNATURES
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.
| ESG Inc. | ||
| (Registrant) | ||
| By: | /s/ Zhi (Thomas) Yang | |
| Name: | Zhi (Thomas) Yang | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: | November 14, 2025 | |
| By: | /s/ Edward Gobora | |
| Name: | Edward Gobora | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer) | ||
| Date: | November 14, 2025 | |
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Exhibit 3.5
BY-LAWS
OF
ESG INC.
* * *
ARTICLE I
OFFICES
SECTION 1. Principal Office and Registered Office. The principal office of the corporation shall be located at 523 School House Road, Kennett. Square, PA 19348 or such other office of the Company as may be designated from time to time by the Board of Directors. The registered office in the State of Nevada shall be 401 Ryland St., Suite 200A, Reno, Nevada 89502.
SECTION 2. Other Offices. The Corporation may have other offices also at such other place or places, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors, where any and all business of the Corporation may be transacted, and where meetings of the shareholders and of the Directors may be held with the same effect as though done or held at said principal office.
ARTICLE II
MEETING OF SHAREHOLDERS
SECTION 1. Annual Meetings. The annual meeting of the shareholders, commencing with the year 2021, shall be held at the principal office of the Corporation, or at such other place as may be specified or fixed in the notice of such meetings in December of each and every year, or at such other time as the Corporation's Board of Directors shall specify for such purpose (but in no event later than seven months after the close of the Corporation's fiscal year), for the election of directors and for the transaction of such other business as may properly come before such meeting.
SECTION 2. Notice of Annual Meeting. Unless notice is waived by the shareholder, the Secretary shall mail, in the manner provided in Section 5 of Article II of these Bylaws, or deliver a written or printed notice of each annual meeting to each shareholder of record, entitled to vote thereat at least ten and no more than sixty days before the date of such meeting.
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SECTION 3. Place of Meeting. The Board of Directors may designate any place either within or without the State of Nevada as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors, A waiver of notice signed by all shareholders may designate any place either within or without the State of Nevada, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.
SECTION 4. Special Meetings. Special meetings of the shareholders shall be held at the principal office of the Corporation or at such other place as shall be specified or fixed in a notice thereof. Such meetings of the shareholders may be called at any time by the President or Secretary, or by a majority of the Board of Directors then in office, and shall be called by the President with or without Board approval on the written request of the holders of record of at least fifty percent (50%) of the number of shares of the Corporation then outstanding and entitled to vote, which written request shall state the object of such meeting.
SECTION 5. Notice of Meetings. Unless notice is waived by the shareholder, written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose of purposes for which the meeting is called, shall be delivered not less than ten no more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary to each shareholder of record entitled to vote at meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the records of the Corporation, with postage prepaid. Any shareholder may at any time, by a duly signed statement in writing to that effect, waive any statutory or other notice of any meeting, whether such statement be signed before or after such meeting.
SECTION 6. Meeting Without Notice. If all the shareholders shall meet at any time and place, either within or without the State of Nevada. and consent to the holding of the meeting at such time and place, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken.
SECTION 7. Quorum. At all stockholders' meetings, the presence in person or by proxy of the holders of 33% of the outstanding stock entitled to vote shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future time not less than seven nor more than twenty-one days later, and the Secretary shall thereupon give at least three days notice by mail to each shareholder entitled to vote who is absent from such meeting.
SECTION 8. Mode of Voting. At all meetings of the shareholders, the voting may be voice vote, but any qualified voter may demand a stock vote whereupon such stock vote shall be taken by ballot, each of which shall state the name of the shareholder voting and the number of shares voted by such shareholder and, if such ballot be cast by proxy, it shall also
state the name of such proxy; provided, however, that the mode of voting prescribed by statute for any particular case shall be in such case followed.
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SECTION 9. Proxies. At any meeting of the shareholders, any shareholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest, or unless the person executing it specified therein the length of time for which it is to continue in force, which in no case shall exceed seven years from the date of execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the Secretary of the Corporation. At no time shall any proxy be valid which shall be filed less than ten (10) hours before the commencement of the meeting,
SECTION 10. Voting Lists. The officer or agent in charge of the transfer books for shares of the corporation shall make, at least three days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order with the number of shares held by each, which list for a period of two days prior to such meeting shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during the whole time of the meeting. The original share ledger or transfer book, or duplicate thereof, shall be prima facie evidence as to who are the shareholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of shareholder.
Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary either in person or by proxy, but no guardian, conservator, or trustee shall be entitled, as such fiduciary to vote shares held by such person without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without tho transfer thereof into his name if authority so to do be contained in an appropriate order of the court at which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares until shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation shall not be voted, directly or indirectly at any meeting and shall not be counted in determining the total number of outstanding shares at any time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time.
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SECTION 11. Closing Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice or to vote at any meeting of shareholders, the Board of Directors of the Corporation may provide that the stock transfer books be closed for a stated period but not to exceed in any case sixty (60) days before such determination. If the stock transfer books be closed for the purpose of determining shareholders entitled to notice of a meeting of shareholders, such books shall be closed for at least fifteen days immediately, preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix, in advance, a date in any case to be not more than sixty (60) days, nor less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for determination of shareholders entitled to notice of a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.
SECTION 12. Voting of Shares. Subject to the provisions of Section 14 of this Article, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to vote at a meeting of shareholders.
SECTION 13. Voting of Shares by Certain Holders. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe, or, in the absence of such provisions, as the Board of Directors of such corporation may determine.
Shares standing in the name of a deceased person may be voted by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary either in person or by proxy, but no guardian, conservator, or trustee shall be entitled, as such fiduciary, to vote shares held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the Control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court at which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares until shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred .
Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time.
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SECTION 14. Consent of Stockholders in Lieu of Meeting.
(a) Unless otherwise provided in the Articles of Incorporation, any action required or permitted to be taken at any Annual or Special Meeting of Stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded, to the attention of the Secretary of the Corporation. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by this Section 14 to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded, to the attention of the Secretary of the Corporation. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation as provided above in this Section 14.
(b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be less than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary of the Corporation, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within ten (10) days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation’s principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of the stockholders are recorded, to the attention of the Secretary of the Corporation. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.
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(c) In the event of the delivery, in the manner provided by this Section 14, to the Corporation of the requisite written consent or consents to take corporate action and/or any related revocation or revocations, the Corporation shall engage independent inspectors of elections for the purpose of performing promptly a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent without a meeting shall be effective until such date as the independent inspectors certify to the Corporation that the consents delivered to the Corporation in accordance with this Section 14 represent at least a minimum number of votes that would be necessary to take the corporate action. Nothing contained in this Section 14 shall in any way be construed to suggest or imply that the board of directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution, or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).
ARTICLE III
DIRECTORS
SECTION 1. General Powers. The Board of Directors shall have the control and general management of the affairs and business of the Corporation. Such directors shall in all cases act as a Board, regularly convened, by a majority, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these Bylaws, the Articles of Incorporation and the laws of the State of Nevada. The Board of Directors shall further have the right to delegate certain other powers to the Executive Committee as provided in these Bylaws.
SECTION 2. The Number Of Directors. The affairs and business of this Corporation shall be managed by a Board of Directors consisting of at least one (1) member and no more than eight (8) members.
SECTION 3. Election. The Directors of the Corporation shall be elected at the annual meeting of the shareholders, except as hereinafter otherwise provided for the filling of vacancies. Each director shall hold office for a term of one year and until his successor shall have been duly chosen and qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.
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SECTION 4. Vacancies in the Board. Any vacancy in the Board of Directors occurring during the year through death, resignation, removal or other cause, including vacancies caused by an increase in the number of Directors, shall be filled for the unexpired portion by the remaining Directors, if they constitute a quorum, at any special meeting of the Board called for that purpose, or at any regular meeting thereof; provided, however, that in the event the remaining directors do not represent a quorum of the number set forth in Section 2 hereof, a majority of such remaining Directors may elect directors to fill any vacancies then existing.
SECTION 5. Directors Meetings. The annual meeting of the Board of Directors shall be held each year immediately following the annual meeting of the shareholders. Other regular meetings of the Board of Directors shall be held from time to time as prescribed by resolution of the Board of Directors. No further notice of such annual or regular meeting of the Board of Directors need be given.
SECTION 6. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any Director. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Nevada, as the place for holding any special meeting of the Board of Directors called by them.
SECTION 7. Notice. Notice of any special meeting shall be given at least twenty- four hours previous thereto by written notice if personally delivered, or five days previous thereto if mailed to each director at his business address, or by facsimile transmission if receipt of such notice is confirmed by such transmitting facsimile machine. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice is given by facsimile transmission, such notice shall be deemed to be delivered when the notice is confirmed to have been received by the facsimile number to which it is transmitted. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or, convened.
SECTION 8. Chairman. All meetings of the Board of Directors shall be presided over by the Chairman of the Board if there is one, or if not or if the Chairman of the Board is absent, then by the President of the Corporation if he/she is a member of the Board of Directors, or if a majority of the Directors elect to do so, the Directors present shall choose by majority vote a director to preside as Chairman of the Board of Directors for such meeting.
SECTION 9. Quorum and Manner of Acting. A majority of the Directors, whose number is designated in Section 2 herein, shall constitute a quorum for the transaction of business at any meeting and the act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, the majority of the Directors present may adjourn any meeting from time to time until a quorum be had. Notice of any adjourned meeting need not be given. The Directors shall act only as a Board and the individual directors shall have no power as such.
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SECTION 10. Removal of Directors. Any one or more of the Directors may be removed either with or without cause at any time by the vote or written consent of the shareholders representing not less than two -thirds of the issued and outstanding capital stock entitled to voting power.
SECTION 11. Voting. At all meetings of the Board of Directors, each Director is to have one vote, irrespective of the number of shares of the Corporation's stock that he may hold.
SECTION 12. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board, and may be paid a fixed sum for attendance at meetings or a stated salary of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
SECTION 13. Presumption of Assent. A Director of the Corporation who is present, at a meeting of the Board of Directors at which action on any corporate matter is taken, shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
SECTION 14. Action By Unanimous Written Consent. Any action required to be taken at a meeting of the Board of Directors, or any other action which may he taken at a meeting of the Board, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors of the Corporation.
ARTICLE IV
OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a President, Treasurer and a Secretary and such other or subordinate officers as the Board of Directors may from time to time designate and elect. One person may hold the office and perform the duties of one or more of said offices. No officer need be a member of the Board of Directors.
SECTION 2. Election, Term of Office, Qualifications. The officers of the Corporation shall be chosen by the Board of Directors and they shall be elected annually at the meeting of the Board of Directors held immediately after each annual meeting of the shareholders except as hereinafter otherwise provided for filling vacancies. Each officer shall hold office until a successor has been duly chosen and qualified, or until death, or until resignation or removal from office in the manner hereinafter provided.
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SECTION 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors at any time whenever in its judgment the best interests of the Corporation would be served thereby, and such removal shall be without prejudice to the contract rights, if any, of the person so removed.
SECTION 4. Vacancies. All vacancies in any office shall be filled by the Board of Directors without undue delay, at any regular meeting or at a meeting specially called for that purpose.
SECTION 5. Chairman of the Board. The Chairman of the Board, if there is one, shall preside at all meetings of the stockholders and of the Board of Directors. Except where by law the signature of the President is required, the Chairman of the Board shall possess the same power as the President to sign certificates for shares of the capital stock of the Corporation; may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation; and in general shall perform all duties incident to the duties of the President, and such other duties as from time to time may be assigned to him by the Board of Directors.
SECTION 6. The President. The President shall be, unless the Board of Directors designates and elects a person to serve as the Corporation's chief executive officer and specifies by special resolution the duties and responsibilities of such office, the chief executive officer of the Corporation and shall have general supervision over the business of the Corporation and over its several officers, subject, however, to the control of the Board of Directors. The President may sign, with the Chairman of the Board, Treasurer or with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the capital stock of the Corporation; may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation; and in general shall perform all duties incident to the duties of the President, and such other duties as from time to time may be assigned to him by the Board of Directors.
SECTION 7. Vice President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice -President, or in the event there be more than one Vice -President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice- President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
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SECTION 8. Treasurer. The Treasurer shall have the care and custody of all the funds and securities of the Corporation and deposit the same in the name of the Corporation in such bank or trust Company as the Board of Directors may designate: the Treasurer may sign or countersign all checks, drafts and orders for the payment of money and may pay out and dispose of same under the direction of the Board of Directors, and may sign or countersign all notes or other obligations of indebtedness of the Corporation; such person may sign with the President or Vice President, certificates for shares of stock of the Corporation; such person shall at all reasonable times exhibit the books and accounts to any director of the Corporation; and such person shall, in general, perform all duties as from time to time may be assigned to such person by the President or by the Board of Directors. The Board of Directors may at its discretion require that each officer authorized to disburse the funds of the Corporation be bonded in such amount as it may deem adequate.
SECTION 9. Secretary. The Secretary shall keep all minutes of the meetings of the Board of Directors and also the minutes of the meetings of the shareholders; and such person shall attend to the giving and serving of all notices of the Corporation and shall affix the seal of the Corporation to all certificates of stock, when signed and countersigned by the duly authorized officers; such person may sign certificates for shares of stock of the Corporation; such person may sign or countersign all checks, drafts and orders for payment of money; such person shall have charge of the certificate book and such other books and papers as the Board may direct; such person shall keep a stock book containing the names alphabetically arranged of all persons who are shareholders of the Corporation, showing their places of residence, the number of shares of stock held by them respectively, the time when they respectively became the owners thereof, and the amount paid therefor, and the Secretary shall, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to such person by the President or by the Board of Directors.
SECTION 10. Other Officers. The Board of Directors may authorize and empower other persons or other officers appointed by it to perform the duties and functions of the officers specifically designated above by special resolution in each case.
SECTION 11. Assistant Treasurer(s) and Assistant Secretary(ies). The Assistant Treasurer(s) shall respectively, as may be required by the Board of Directors, give bonds for the faithful discharge of their duties, in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretary(ies) as thereunto authorized by the Board of Directors may sign with the President or Vice President certificates for shares of the capital stock of the Corporation, the issue of which shall have been authorized by resolution of the Board of Directors. The Assistant Treasurer(s) and Assistant Secretary(ies) shall in general, perform such duties as may be assigned to them by the Treasurer or the Secretary, respectively, or by the President or by the Board of Directors.
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ARTICLE V
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Except as may be hereinabove stated otherwise, the Corporation shall indemnify all of its officers and directors, past, present and future, against any and all expenses incurred by them and each of them including but not limited to legal fees, judgment and penalties which may be incurred, rendered or levied in any legal action brought against any or all of them for or on account of any act or omission alleged to have been committed while acting within the scope of their duties as officers or directors of this Corporation.
ARTICLE VI
CONTRACTS, LOANS CHECKS AND DEPOSITS
SECTION I. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors or approved by a loan committee appointed by the Board of Directors and charged with the duty of supervising investments. Such committee authority may be general or confined to specific instances.
SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolutions of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE VII
CAPITAL STOCK
SECTION 1. Certificates for Shares. Certificates for shares of stock of the Corporation shall be in such form as shall be approved by the incorporators or by the Board of Directors. The certificates shall be numbered in the order of their issue, shall be signed by the President or the Vice President and by the Secretary or the Treasurer, or by such other person or officers as may be designated by the Board of Directors; and the seal of the Corporation shall be affixed thereto, with such signatures of such duly designated officers and of the seal of the Corporation. Every certificate authenticated by a facsimile of such signatures and seal must be countersigned by a transfer agent to be appointed by the Board of Directors, before issuance.
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SECTION 2. Transfer of Stock. Shares of the stock (Common Stock and Preferred Stock) of the Corporation may be transferred by the delivery of the certificate accompanied either by an assignment in writing on the back of the certificate or by written power of attorney to sell, assign, and transfer the same on the books of the Corporation, signed by the person appearing by the certificate to be the owner of the shares represented thereby, together with all necessary transferable items on the books of the Corporation upon surrender thereof so signed or endorsed. When the Board of Directors in its discretion deems it to be in the Corporation's interests to do so, the signature of the person seeking to transfer stock shall be guaranteed by a recognizable financial institution such as a bank or stock brokerage firm. The person registered on the books of the Corporation as the owner of any shares of stock shall be entitled to all the rights of ownership with respect to such shares.
SECTION 3. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient not inconsistent with the Bylaws or with the Articles of Incorporation, concerning the issue, transfer and registration of certificates for shares of stock of the Corporation. It may appoint a transfer agent or a registrar of transfers, or both, and it may require all certificates to bear the signature of either or both.
SECTION 4. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates thereto issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost or destroyed. When authorized to issue such new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as an indemnity
against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.
ARTICLE VIII
DIVIDEND
SECTION 1. Holder of Record. The Corporation shall be entitled to treat the holder of any share or shares of stock as the holder in fact thereof, and accordingly, shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Nevada.
SECTION 2. Declaration of Dividends. Dividends on the capital stock (Common Stock and Preferred Stock) of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law.
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SECTION 3. Closure of Transfer Books. The Board of Directors may close the transfer books in its discretion for a period not exceeding fifteen (15) days preceding the date fixed for holding any meeting, annual, or special, of the shareholders, or the day appointed for the payment of a dividend.
SECTION 4. Allocation of Funds. Before payment of any dividend or making any distribution of profits, there may be set aside out of funds of the Corporation available for dividends, such sum or sums as the Directors may from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any such other purpose as the directors shall think conducive to the interests of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.
ARTICLE IX
SEAL
The Board of Directors shall provide a Corporate Seal which shall be in the form of a Circle and shall bear the full name of the Corporation, the year of its incorporation and the words "Corporate Seal Nevada".
ARTICLE X
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions of these Bylaws, or under the Laws of the State of Nevada, or under the provisions of the Articles of Incorporation, a waiver in writing signed by the person or person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XI
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any regular or special meeting of the shareholders by a vote of the shareholders owning a majority of the shares and entitled to vote thereat. These Bylaws may also be altered, amended or repealed and new Bylaws may be adopted at any regular or special meeting of the Board of Directors of the Corporation (if notice of such alteration or repeal be contained in the notice of such special meeting) by a majority vote of the directors present at the meeting at which a quorum is present, but any such amendment shall not be inconsistent with or contrary to the provision of any amendment adopted by the shareholders.
Whenever it shall be necessary to interpret these Bylaws, any masculine, feminine and neuter personal pronouns shall be construed interchangeably, and the singular shall include the plural and the singular.
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THE UNDERSIGNED, being the ESG Inc., a Nevada corporation, hereby acknowledges that the above and foregoing Bylaws were duly amended and adopted as the Bylaws of said Corporation on the 24th day of January 2025.
_/s/ Zhi Yang__
Zhi Yang
Secretary
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EXHIBIT 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Zhi Yang, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q (this “report”) of ESG Inc. (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | As the registrant’s Principal Executive Officer, I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| /s/ Zhi Yang | |
| Zhi Yang | |
| President and Chief Executive Officer | |
| (Principal Executive Officer) |
Date: November 14, 2025
EXHIBIT 31.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Edward Gobora, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q (this “report”) of ESG Inc. (the “registrant”); |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | As the registrant’s Principal Financial Officer, I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| /s/ Edward Gobora | |
| Edward Gobora | |
| Chief Financial Officer | |
| (Principal Financial Officer) |
Date: November 14, 2025
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of ESG Inc. (the “Company”) for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”) I, the undersigned President and Chief Executive Officer of the Company, certify, to the best knowledge and belief, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
| /s/ Zhi Yang | |
| Zhi Yang | |
| President and Chief Executive Officer | |
| (Principal Executive Officer) |
Date: November 14, 2025
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of ESG Inc. (the “Company”) for the period ended September 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”) I, the undersigned Chief Financial Officer of the Company, certify, to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
| /s/ Edward Gobara | |
| Edward Gobora | |
| Chief Financial Officer | |
| (Principal Financial Officer) |
Date: November 14, 2025