10-K: Bodhi Tree Biotechnology Reports Increased Losses, Revenue Decline in FY2025

Bodhi Tree Biotechnology Inc., an early-stage plant-based consulting firm, reported a significant increase in net loss and a decrease in revenue for the fiscal year ended September 30, 2025, alongside challenges in internal controls and market liquidity.

Summary

• Bodhi Tree Biotechnology Inc. is an early-stage consulting company specializing in plant-based menu design, recipe development, and vegetarian diet consulting services, incorporated on December 12, 2023.
• For the fiscal year ended September 30, 2025, the company reported revenues of $17,000, a decrease from $35,000 in the period from inception to September 30, 2024.
• Net loss significantly increased to $149,666 for FY2025, compared to a net loss of $61,953 for the prior period.
• General and administrative expenses rose to $164,618 in FY2025 from $96,953 in the prior period, primarily due to professional service fees.
• Cash balance decreased substantially from $259,570 as of September 30, 2024, to $109,404 as of September 30, 2025.
• The company's disclosure controls and procedures were deemed not effective as of September 30, 2025, with several material weaknesses identified in internal control over financial reporting.
• 100% of the company's revenue in FY2025 came from two individual customers, indicating a high concentration of risk.
• The common stock was listed on the OTCQB marketplace in October 2025, but formal trading has not commenced due to pending DTC application approval, and no active trading market existed as of September 30, 2025.

Sentiment

Score: 2

Explanation: The company reported significant financial deterioration with declining revenue, increasing losses, and a substantial drop in cash. Material weaknesses in internal controls and a lack of an active trading market further compound the negative outlook for this early-stage venture.

Positives

• Operates in a growing market segment driven by increasing consumer interest in health, sustainability, and plant-based living.
• Focus on vegetarian dietary principles provides a differentiated service offering in a competitive market.
• Successfully registered two trademarks with the United States Patent and Trademark Office on August 5, 2025, and September 30, 2025, establishing brand identity.

Negatives

• Revenue decreased by 51.4% from $35,000 (inception to Sept 30, 2024) to $17,000 (FY2025).
• Net loss increased by 141.6% from $61,953 (inception to Sept 30, 2024) to $149,666 (FY2025).
• Cash balance declined by 57.8% from $259,570 to $109,404 year-over-year.
• Total stockholders' equity decreased by 55.8% from $268,827 to $119,161.
• High concentration of risk with 100% of FY2025 revenue derived from only two customers.
• Disclosure controls and procedures were not effective as of September 30, 2025, with identified material weaknesses in internal control over financial reporting.
• No active trading market for common stock as of September 30, 2025, and trading on OTCQB is pending DTC approval.

Risks

• Limited operating history makes it difficult to evaluate potential for business success and profitability.
• Difficulty raising additional capital, which could deprive the company of necessary resources for business expansion.
• Management team lacks experience in managing a public company and complying with related laws and regulations.
• Dependence on key executive, Xiaohang Wang, who is not bound by an employment agreement, and the company does not maintain D&O liability insurance for him.
• Intense competition from numerous brands and larger, more established players with greater resources and brand recognition.
• Failure to protect intellectual property, including unpatented proprietary expertise, recipes, and trade secrets.
• Inability to develop, maintain, or enhance the brand, potentially leading to negative publicity and adverse legal/regulatory consequences.
• Failure to achieve commercial acceptance of services and generate sufficient revenues to achieve profitability.
• Inability to successfully introduce new products and services or enhance existing ones in a cost-effective manner.
• Consumer preferences for products and services are difficult to predict and may change, requiring quick adaptation.
• Improper pricing of products and services could adversely affect financial condition and results of operations.
• Inability to build a sufficient distribution network to meet increasing demand.
• Potential disputes relating to the use of third-party intellectual properties.
• Adverse litigation judgments or settlements could expose the company to monetary damages or limit operations.
• Business may be materially adversely affected by new outbreaks or continuation of infectious diseases or other events like natural disasters.
• Geographic focus in the United States makes the company vulnerable to economic and other events and trends in the region.
• Changes in the U.S. political environment or existing laws/regulations could increase costs and adversely affect business.
• Limited insurance coverage for business and operations, including no business interruption, product liability, or key-man life insurance.
• Risk of employee misconduct or other improper activities.
• Inability to renew existing office sublease on favorable terms.
• Common stock is subject to penny stock rules, limiting trading and potentially reducing investment value.
• Difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against the CFO due to her location and assets.
• Dependence on information technology systems, with potential harm from failures or downtime.
• Lack of an active trading market for common stock on the OTCQB, making it difficult for investors to sell shares.
• Failure to remain current on SEC reporting or comply with OTCQB eligibility could lead to removal from the marketplace.
• FINRA sales practice requirements may limit stockholders' ability to buy and sell common stock.
• Issuance of stock to fund operations may dilute existing investment and reduce equity interest.
• Provisions of charter documents or Delaware law could delay or prevent an acquisition.
• Market price of shares may be volatile and fluctuate significantly due to factors beyond control.
• Lack of analyst coverage could cause market price or trading volume to decline.
• Negative publicity may harm brand and reputation.
• Increased costs as a public company, particularly after ceasing to qualify as an emerging growth company.
• Failure to establish and maintain proper internal financial reporting controls could impair ability to produce accurate financial statements.

Future Outlook

We expect to continue devoting significant capital resources to fund our business expansion. In order to support the initiatives envisioned in our business plan, we will need to raise additional funds through the sale of our products, public or private debt or equity financing, collaborative relationships or other arrangements. We intend to strengthen our marketing efforts through online initiatives, partnership opportunities, publication of sample menus or recipes, and participation in health or lifestyle events. We will continue to refine our service offerings based on customer feedback and evolving market demand.

Management Comments

• We believe that our menu design, recipe development, and consulting services align with increasing consumer interest in flexitarian, vegetarian, and organic lifestyles.
• We believe that our focus on vegetarian diet culture strengthens our relationships with existing customers and positions us for future customer growth.
• We believe that this plan provides an opportunity for the Company to continue as a going concern.

Industry Context

Bodhi Tree Biotechnology Inc. operates in the early-stage segment of the food and lifestyle services industry, specifically focusing on vegetarian recipe development and diet consulting. This niche intersects with the rapidly expanding vegetarian food market and the broader culinary consulting landscape, which is increasingly adapting to plant-based options. The industry is characterized by growing consumer interest in health, sustainability, and ethical dining, driving demand for specialized plant-based solutions. However, the market remains highly fragmented with numerous competitors ranging from individual consultants to online platforms, and no single provider holds significant market share.

Comparison to Industry Standards

• The company is an early-stage entity with limited operating history and minimal revenue, making direct comparisons to established industry benchmarks challenging.
• Unlike larger, more diversified food and lifestyle companies, Bodhi Tree Biotechnology Inc. has a highly concentrated revenue stream from a very small number of customers, indicating a lack of broad market penetration.
• The reported net losses and declining cash position are typical for early-stage startups but highlight significant financial instability compared to profitable, mature industry players.
• The identified material weaknesses in internal controls are a significant concern, contrasting with the robust financial reporting and governance standards expected of publicly traded companies, even smaller reporting companies.
• The lack of an active trading market and penny stock status place the company far below the liquidity and investor confidence levels of established public companies in the health and wellness sector.

Corporate Governance

Related Party Transactions

• Sublease of office space from BEEC Inc. at $900 per month, renewed for one year from June 1, 2025, to May 31, 2026. Jonathan Ginsberg, a director, is President of BEEC Inc.
• Payments to BEEC Inc. for phone line services ($180 setup, $44 monthly), signage ($470), yearly bookkeeping ($2,300), quarterly accounting ($3,100), quarterly facility maintenance ($130), and quarterly secretary services ($4,700).
• Jonathan Ginsberg received approximately $1,100 per month for advisory services during FY2025 (total $13,200), paid through an informal arrangement and not solely for his director service.

Stakeholder Impact

• Shareholders face significant dilution risk from future capital raises, limited liquidity due to no active trading market and penny stock status, and potential loss of investment due to increasing losses and going concern risk.
• Employees (Executive Officers) are not full-time and not bound by employment agreements, creating key-personnel risk.
• Customers may experience impact from the company's financial instability and limited operational history.
• Creditors face increased risk due to the company's declining cash position and significant net losses, raising going concern doubts.
• Regulatory Authorities will scrutinize the identified material weaknesses in internal controls and non-compliance with disclosure control effectiveness, requiring significant remedial action.

Next Steps

• Hire additional accounting personnel with U.S. GAAP and SEC reporting experience.
• Provide regular U.S. GAAP accounting and financial reporting training for accounting and finance personnel.
• Establish an internal audit function and engage an external consulting firm for Sarbanes-Oxley compliance.
• Appoint independent directors, form an audit committee, and enhance corporate governance practices.
• Strengthen marketing efforts through online initiatives, partnership opportunities, publication of sample menus/recipes, and participation in health/lifestyle events.
• Continue to refine service offerings based on customer feedback and evolving market demand.
• Obtain DTC application approval for formal trading on the OTCQB marketplace.

Key Dates

Recommendation

The company exhibits severe financial distress with declining revenue, rapidly increasing net losses, and a substantial reduction in cash. The identified material weaknesses in internal controls indicate fundamental operational and governance issues. Furthermore, the lack of an active trading market, penny stock status, and heavy reliance on a few customers, coupled with the need for future dilutive capital raises, present an extremely high-risk investment profile with little to no clear path to profitability or sustainable growth. The going concern warning further underscores the precarious financial position.

Keywords

Plant-based consulting, Vegetarian diet, Recipe development, Menu design, SEC 10-K, Biotechnology, Early-stage company, Financial reporting, Corporate governance, Risk factors, OTC Markets, Internal controls, Net loss, Revenue decline, Capital raise