$PFAI

Pinnacle Food Group Ltd

CIK:0002032755|SEC Filings

Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Revenues	$ 3,413,062	$ 3,289,862	$ 2,100,819
Costs of revenues	2,107,101	1,734,344	818,346
Gross profit	1,305,961	1,555,518	1,282,473
Operating costs and expenses:
Selling expenses	613,265	65,117	2,243
General and administrative	2,442,669	820,565	226,974
Research and development expenses	171,972	55,001	4,381
Total operating costs and expenses	3,227,906	940,683	233,598
Profit (loss) from operations	(1,921,945)	614,835	1,048,875
Other income (expenses):
Other income (expenses)	116,437	(129,188)	86,568
Total other income (expenses)	116,437	(129,188)	86,568
Profit (loss) before provision for income taxes	(1,805,508)	485,647	1,135,443
Current income tax expense	143,557	255,772	113,886
Deferred income tax expense (recovery)	(45,157)	(56,267)	103,870
Net profit (loss)	(1,903,908)	286,142	917,687
Other comprehensive income (loss)
Currency translation adjustment	(83,926)	91,513	(45,953)
Total comprehensive income (loss)	$ (1,987,834)	$ 377,655	$ 871,734
Class A and Class B
Earnings (loss) per common share
Basic – Class A and Class B (in Dollars per share)	$ (0.17)	$ 0.03	$ 0.11
Diluted – Class A and Class B (in Dollars per share)	$ (0.17)	$ 0.03	$ 0.11
Weighted average common shares outstanding
Basic – Class A and Class B (in Shares)	11,158,314	9,589,315	8,550,000
Diluted – Class A and Class B (in Shares)	11,158,314	9,589,315	8,550,000

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Cash Flows from Operating Activities:
Net (loss) profit	$ (1,903,908)	$ 286,142	$ 917,687
Adjustments for items not affecting cash:
Depreciation of property, plant and equipment	164,562	199,668	124,413
Amortization of intangible assets	140,460	143,308	17,524
Write-down of inventory	40,063
Impairment of property, plant and equipment	117,451
Share-based consulting services	42,667
Loss (gain) on termination of lease liabilities			(8,193)
Non-cash operating lease expense	103,301	63,691	27,179
Deferred income tax	(45,157)	(56,267)	103,870
Provision for current expected credit loss	150,814	94,835
Interest expenses	11,429
Changes in operating assets and liabilities
Accounts receivable	(1,213,243)	(1,346,044)	(1,913,882)
Inventories	(42,868)	39,583	(64,013)
Prepaid expenses	(509)	751	(13,194)
Loan receivable	216,800	(216,800)
Other receivables	(150,752)	(1,509)	(10,190)
Deposits	(82,764)
Accounts payable & accrued liabilities	(1,272,399)	685,659	819,603
Contract liabilities	(82,402)	89,161	(63,968)
Accrued payroll liabilities	272,982	2,482	2,449
Lease liabilities	(85,182)	(63,243)	(30,159)
Income tax payable	93,538	255,772	118,895
Other payables	(60,581)	27,158	34,330
Net cash (used in) provided from operating activities	(3,585,698)	204,347	62,351
Cash Flows from Investing Activities:
Purchase of intangible asset	(1,029,533)	(303,319)
Purchase of property, plant and equipment	(1,725,714)	(795,234)	(3,024)
Net cash used in investing activities	(2,755,247)	(1,098,553)	(3,024)
Cash Flows from Financing Activities:
Deferred offering costs incurred	(228,877)	(531,426)
Proceeds from bank loan, net	1,003,169
Repayment of bank loan	(17,263)
Net proceeds from share issuance	6,381,000	1,800,000
Net proceeds (repaid to) borrowed from related parties	(458,779)	216,265	38,888
Net cash provided by financing activities	6,679,250	1,484,839	38,888
Effect of exchange rate changes on cash	(81,281)	(26,205)	11,625
Net increase in cash	257,024	564,428	109,840
Cash, beginning of year	685,796	121,368	11,528
Cash, end of year	942,820	685,796	121,368
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	(11,429)
Income taxes paid
SUPPLEMENTAL NON-CASH TRANSACTION INFORMATION:
Underwriters’ warrants issued	366,337
Reclassification of deferred offering cost to additional paid-in capital (“APIC”)	760,303
Goods Sales Tax (“GST”) on purchased building	46,466
Shares issued for service	64,000
Right-of-use assets acquired in exchange for operating lease liabilities	607,424		253,500
Disposal of right-of-use assets			89,703
Purchase of property, plant and equipment			$ 1,133,919

Consolidated Balance Sheets - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Current Assets
Cash	$ 942,820	$ 685,796
Inventories	25,072	21,157
Accounts receivable (net of allowance for credit losses of US$245,753 and US$90,281 at December 31, 2025 and 2024, respectively)	4,151,808	2,954,649
Prepaid expenses	33,834	11,412
Loan receivable		216,800
Other receivables	168,020	13,598
Total current assets	5,321,554	3,903,412
Non-current assets
Property, plant and equipment, net	2,473,656	760,102
Right-of-use assets – operating leases	675,935	162,227
Intangible assets, net	1,732,360	256,811
Deposits	82,961
Deferred offering costs		522,112
Total assets	10,286,466	5,604,664
Current liabilities
Accounts payable and accrued liabilities	1,380,787	1,821,815
Accrued payroll liabilities	283,676	9,344
Income taxes payable	458,548	342,218
Contract liabilities	14,592	93,947
Bank loan, current portion	22,188
Operating lease liabilities, current portion	173,494	55,673
Other payables	2,455	61,236
Promissory note	764	764
Total current liabilities	2,415,329	2,903,760
Non-current liabilities
Bank loan, non-current portion	999,149
Operating lease liabilities, non-current portion	510,655	106,235
Deferred tax liabilities		43,867
Total liabilities	3,925,133	3,053,862
Commitments and Contingencies
Subsidiary’s preferred shares subject to redemption	2,188,093	2,084,231
Stockholders’ equity
Additional paid-in capital	5,226,841	(467,570)
Subscription receivable	(428)	(428)
Accumulated other comprehensive income	29,361	113,287
Retained earnings (deficit)	(1,083,121)	820,787
Total stockholders’ equity	4,173,240	466,571
Total liabilities, subsidiary’s preferred shares subject to redemption and stockholders’ equity	10,286,466	5,604,664
Class A Common Shares
Stockholders’ equity
Common stock value
Class B Common Shares
Stockholders’ equity
Common stock value	587	495
Related Party
Current liabilities
Due to related parties	$ 78,825	$ 518,763