UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the quarterly period ended
or
For the transition period from to
Commission File Number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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. ☒
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).☒
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,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | 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
As of May 7, 2026, the Company had outstanding shares of common stock.
MARVION INC.
QUARTERLY REPORT
FOR THE QUARTER ENDED MARCH 31, 2026
TABLE OF CONTENTS
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INTRODUCTORY COMMENTS
We are not a Hong Kong operating company but a Nevada holding company with operations conducted through our wholly owned subsidiaries based in Hong Kong and Singapore. Our investors hold shares of common stock in Marvion Inc., the Nevada holding company. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong subsidiary and will be dependent upon contributions from our subsidiaries to finance our cash flow needs. Our ability to obtain contributions from our subsidiaries are significantly affected by regulations promulgated by Hong Kong and British Virgin Islands authorities. Accordingly, any changes in the interpretation, enforcement, or implementation of existing laws and regulations, or the adoption of new regulatory requirements in these jurisdictions, could materially affect our operations, financial condition, or the value of our securities. For a more detailed discussion of these and other risks associated with our corporate structure and operations in Hong Kong, please refer to “Risk Factors – Risks Relating to Doing Business in Hong Kong” in the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2026 (the “Annual Report”).
Marvion Inc. and our Hong Kong subsidiaries are not required to obtain permission or approval from the China Securities Regulatory Commission, or CSRC, the Cybersecurity Administration Committee, or CAC, or any other Chinese authorities to operate our business or to issue securities to foreign investors. However, in light of recent statements and regulatory developments by the PRC government, including matters relating to national security, foreign ownership restrictions in certain industries, and anti-monopoly enforcement, the regulatory landscape remains subject to change and evolving interpretation. As a result, there can be no assurance that the PRC government will not in the future require our company or our subsidiaries to obtain approvals, permits, or filings from PRC regulatory authorities. If it were determined that such approvals are required, or if the PRC government were to disallow or otherwise impose restrictions on our holding company structure or our ability to receive foreign investment, our operations, financial condition, and ability to offer or continue to offer securities to investors could be materially and adversely affected. In addition, failure to obtain or maintain any required approvals could result in regulatory actions, penalties and sanctions imposed by PRC authorities, which could significantly and adversely affect the trading of our securities, including the ability of the Company’s securities to continue to trade in the U.S. markets, which in turn could cause the value of our securities to significantly decline or become worthless.
There are legal and operational risks associated with our operations in Hong Kong. As a U.S.-listed company with operations conducted in Hong Kong, we may be subject to heightened regulatory scrutiny, public criticism, or negative publicity, which could adversely affect our operations, reputation, and the value of our common stock. Such developments could limit or hinder our ability to offer or continue to offer securities to investors. We are subject to risks arising from the legal system in China where there are risks and uncertainties regarding the enforcement of laws including where the Chinese government can change the rules and regulations in China and Hong Kong, including the enforcement and interpretation thereof, at any time with little to no advance notice and can intervene at any time with little to no advance notice. Changes in PRC laws or regulations, including those relating to mergers and acquisitions, anti-monopoly enforcement, and data security, could impact our corporate structure, our ability to conduct business in Hong Kong, accept foreign investments, or maintain listings on U.S. or other foreign securities exchanges. In recent years, PRC regulatory authorities have implemented or proposed a number of regulatory initiatives relating to overseas listings, data security, and antitrust enforcement. For example, the Cyberspace Administration of China (“CAC”) and other PRC regulatory authorities issued the Cybersecurity Review Measures in April 2020, which became effective in June 2020. These measures require operators of critical information infrastructure to undergo cybersecurity review when procuring network products or services that may affect national security. Subsequently, on July 10, 2021, the CAC released draft revisions to the cybersecurity review rules for public comment, expanding the scope of review to include certain data processors whose data processing activities may affect national security. The proposed revisions also outlined factors for assessing national security risks, including risks relating to the security of important data and personal information and the potential exposure of such data to foreign governments following overseas listings. On January 4, 2022, the CAC, together with 12 other government departments, issued revised Cybersecurity Review Measures (the “New Measures”), which became effective on February 15, 2022. These regulatory developments reflect an evolving regulatory landscape that could affect companies with operations in Hong Kong and mainland China, including those seeking or maintaining listings in overseas capital markets.
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The business of our subsidiaries are not subject to cybersecurity review with the Cyberspace Administration of China, given that: (i) we do not have one million individual online users of our products and services in Hong Kong; (ii) we do not possess a large amount of personal information in our business operations. In addition, we are not subject to merger control review by China’s anti-monopoly enforcement agency due to the level of our revenues which provided from us and audited by our auditor and the fact that we currently do not expect to propose or implement any acquisition of control of, or decisive influence over, any company with revenues within China of more than Renminbi (“RMB”) 400 million. Currently, these statements and regulatory actions have had no impact on our daily business operations, the ability to accept foreign investments and list our securities on an U.S. or other foreign exchange. However, the PRC regulatory environment continues to evolve, and there remains uncertainty regarding how regulatory authorities may interpret or implement existing or future laws and regulations. Any changes in legislation, regulatory policies, or enforcement practices could potentially affect our business operations, our ability to accept foreign investments, or our ability to list or maintain listings of our securities on U.S. or other international capital markets. For a more detailed discussion of these and other risks associated with our operations in Hong Kong, please refer to “Risk Factors – Risks Relating to Doing Business in Hong Kong” set forth in this Annual Report.
The recent joint statement by the SEC and the Public Company Accounting Oversight Board (“PCAOB”), along with the Holding Foreign Companies Accountable Act (“HFCAA”), impose heightened scrutiny and additional criteria on emerging market companies regarding the qualification and inspection of their auditors, particularly non-U.S. auditors not subject to PCAOB inspections. Under the HFCAA, trading in our securities could be prohibited if the PCAOB is unable to inspect our auditor, which may also lead exchanges to delist our securities. The Consolidated Appropriations Act, 2023 amended the HFCAA to shorten the consecutive non-inspection period triggering such prohibitions from three years to two, thereby reducing the time before potential trading restrictions or delisting could occur. On December 16, 2021, the PCAOB reported that it could not fully inspect accounting firms headquartered in mainland China or Hong Kong due to restrictions imposed by local authorities. However, on December 15, 2022, the PCAOB vacated this determination, removing mainland China and Hong Kong from the list of jurisdictions where complete inspections could not be performed. Our auditor is based in Texas, US and is subject to PCAOB inspection, and is therefore not affected by the PCAOB’s prior determinations. Notwithstanding these developments, due to ongoing regulatory changes and the implementation of the HFCAA, we cannot guarantee whether the SEC or other U.S. authorities may impose additional or more stringent criteria on us in the future, after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. The HFCAA, as amended, requires that the PCAOB be permitted to inspect our accounting firm within two years, and failure to comply could result in delisting from U.S. trading markets. For additional information, please refer to “Risk Factors- The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer's public accounting firm within three years. This three-year period was shortened to two years upon the enactment of the Consolidated Appropriations Act, 2023. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist our securities from applicable trading market within the US.” set forth in the Annual Report.
In addition to the foregoing risks, we face various legal and operational risks and uncertainties arising from doing business in Hong Kong as summarized below and in “Risk Factors — Risks Relating to Doing Business in Hong Kong.” set forth in the Annual Report.
| · | Economic and political risks: Adverse changes in economic and political policies of the PRC government could have a material and adverse effect on overall economic growth in China and Hong Kong, which could materially and adversely affect our business. Please see “Risk Factors-We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in Hong Kong and the profitability of such business.” and “Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.” set forth in the Annual Report. |
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| · | Risks Related to our Holding Company Structure: We are a holding company with operations conducted through our wholly owned subsidiaries based in Hong Kong and the British Virgin Islands. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong and the British Virgin Islands subsidiaries and will be dependent upon contributions from our subsidiaries to finance our cash flow needs. Any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct business. We do not anticipate paying dividends in the foreseeable future; you should not buy our stock if you expect dividends. Please see “Risk Factors- Because our holding company structure creates restrictions on the payment of dividends or other cash payments, our ability to pay dividends or make other payments is limited.” set forth in the Annual Report. | |
| · | Cash flow and liquidity risks: There is a possibility that the PRC could prevent our cash maintained in Hong Kong from leaving or the PRC could restrict the deployment of the cash into our business or for the payment of dividends. We rely on dividends from our Hong Kong subsidiary for our cash and financing requirements, such as the funds necessary to service any debt we may incur. Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions to our shareholders. Please see “Risk Factors - Our Hong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business and pay dividends to holders of our common stock.”; “Risk Factors - PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business.”; “Risk Factors - Because our holding company structure creates restrictions on the payment of dividends or other cash payments, our ability to pay dividends or make other payments is limited.” and “Transfers of Cash to and from our Subsidiaries” set forth in the Annual Report. | |
| · | PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our operating subsidiaries in Hong Kong. Substantial uncertainties exist with respect to the interpretation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations. Please see “Risk Factors- PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business.” set forth in the Annual Report. | |
| · | PRC Regulatory Uncertainties: In light of China’s extension of its authority into Hong Kong, the Chinese government can change Hong Kong’s rules and regulations at any time with little or no advance notice, and can intervene and influence our operations and business activities in Hong Kong. We are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges. However, if our subsidiaries or the holding company were required to obtain approval in the future, or we erroneously conclude that approvals were not required, or we were denied permission from Chinese authorities to operate or to list on U.S. exchanges, we will not be able to continue listing on a U.S. exchange and the value of our common stock would likely significantly decline or become worthless, which would materially affect the interest of the investors. There is a risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers, which could result in a material change in our operations and/or the value of our securities. Further, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers would likely significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Please see “Risk Factors-We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the Hong Kong and the profitability of such business.” and “Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.” and “The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in China-based issuers over time and if our PRC subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors.” set forth in the Annual Report. |
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| · | Currency Risks. Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment. | |
| · | Privacy, cybersecurity, and data security risks: We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers. Please see “Risk Factors- The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in China-based issuers over time and if our PRC subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors.” set forth in the Annual Report. | |
| · | Tax risks: Under the Enterprise Income Tax Law of the PRC (“EIT Law”), we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders. Please see “Risk Factors- Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.” set forth in the Annual Report. You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of shares of our common stock. Please see “Risk Factors- Dividends payable to our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC.” set forth in the Annual Report. | |
| · | Offshore company compliance risks: Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident Shareholders to personal liability, may limit our ability to acquire Hong Kong and PRC companies or to inject capital into our Hong Kong subsidiary, may limit the ability of our Hong Kong subsidiaries to distribute profits to us or may otherwise materially and adversely affect us. | |
| · | Indirect transfer and shareholder risks: We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies. Please see “Risk Factors- We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.” set forth in the Annual Report. | |
| · | Foreign jurisdiction enforcement risks: We are organized under the laws of the State of Nevada as a holding company that conducts its business through a number of subsidiaries organized under the laws of foreign jurisdictions such as Hong Kong and the British Virgin Islands. This may have an adverse impact on the ability of U.S. investors to enforce a judgment obtained in U.S. Courts against these entities, bring actions in Hong Kong against us or our management or to effect service of process on the officers and directors managing the foreign subsidiaries. Please see “Risk Factors- Substantially all of our assets and a majority of our officers and directors are located in Hong Kong. As a result, it may be difficult for stockholders to enforce any judgment obtained in the United States against us, our officers or directors, which may limit the remedies otherwise available to our stockholders.” set forth in the Annual Report. | |
| · | Regulatory and inspection limitations: U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China. | |
| · | Withholding tax and treaty risks: There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits. Please see “Risk Factors- Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.” set forth in the Annual Report. |
References in this registration statement to the “Company,” “MVNC,” “we,” “us” and “our” refer to Marvion Inc., a Nevada company and all of its subsidiaries on a consolidated basis. Where reference to a specific entity is required, the name of such specific entity will be referenced.
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Transfers of Cash to and from Our Subsidiaries
Marvion Inc. is a Nevada holding company and does not conduct operations directly. We conduct our operations primarily through our wholly owned subsidiaries in Hong Kong and the British Virgin Islands. Our ability to fund operations, meet financial obligations, and support business growth depends on dividends, distributions, loans, or other transfers of cash or assets from these subsidiaries. Such transfers may also be subject to the laws and regulations of Hong Kong and the British Virgin Islands, as well as contractual restrictions that may be imposed under any future financing arrangements. To date, our subsidiaries have not made any transfers, dividends, or distributions to Marvion Inc., and Marvion Inc. has not transferred funds to its subsidiaries.
Marvion Inc. is authorized under Nevada law to provide or receive funding from its subsidiaries through loans or capital contributions, subject to applicable registration, approval, and filing requirements. Similarly, our subsidiaries in Hong Kong and the British Virgin Islands, including United Warehouse Management Corp., KSK Logistics Limited, United Warehouse Management Limited, and Propose Enterprise Limited, are permitted under local law to provide and receive funding to and from Marvion Inc., including through dividend distributions, without restrictions on the amount of funds. As of the date of this report, there has been no dividends or distributions from the subsidiaries to the holding company.
Currently, we intend to retain all available funds and future earnings, if any, to support the operation, growth, and, if possible, a potential up-listing of our business. We do not anticipate declaring or paying dividends in the foreseeable future. Any future determination regarding dividends will be made at the discretion of our board of directors, taking into account our financial condition, results of operations, capital requirements, contractual obligations, business prospects, and other factors deemed relevant by the board.
Subject to Nevada law and our bylaws, our board of directors may authorize and declare dividends when they are satisfied, on reasonable grounds, that immediately after the dividend, the value of our assets will exceed our liabilities and that we can meet our obligations as they come due. There are no further Nevada statutory restrictions on the amount of funds that may be distributed as dividends.
Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by Marvion Inc. The laws and regulations of the PRC currently do not have any material impact on the transfer of cash between Marvion Inc. and our Hong Kong subsidiaries. There are no restrictions under the laws of Hong Kong on the conversion of Hong Kong dollars (“HKD”) into foreign currencies or the remittance of funds across borders to U.S. or other foreign investors.
There is a possibility that the PRC could impose controls or restrictions that prevent cash held in Hong Kong from leaving or limit the use of such cash for business operations or dividend payments. Any such controls could adversely affect our ability to finance operating requirements, service debt, or make distributions to our shareholders. Please see “Risk Factors — Our Hong Kong subsidiary may be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity requirements, conduct business, and pay dividends to holders of our common stock”; “Risk Factors — PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business”; and “Risk Factors — Because our holding company structure creates restrictions on the payment of dividends or other cash payments, our ability to pay dividends or make other payments is limited.”
Current PRC regulations permit PRC subsidiaries to pay dividends to Hong Kong subsidiaries only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. As of the date of this report, we do not have any PRC subsidiaries.
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The PRC government imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency to finance our cash requirements, service debt or make dividend or other distributions to our shareholders. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive all of the revenues from our operations, we may be unable to pay dividends on our common stock.
Cash dividends, if any, on our common stock will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10.0%.
In order for us to pay dividends to our shareholders, we will rely on payments made from our British Virgin Islands and Hong Kong subsidiaries to Marvion Inc. If in the future we have PRC subsidiaries, certain payments from such PRC subsidiaries to Hong Kong subsidiaries will be subject to PRC taxes, including business taxes and VAT. As of the date of this report, we do not have any PRC subsidiaries and our British Virgin Islands and Hong Kong subsidiaries have not made any transfers, dividends or distributions nor do we expect to make such transfers, dividends or distributions in the foreseeable future.
Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevant dividends; and (b) the Hong Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by a PRC subsidiary to its immediate holding company. As of the date of this report, we do not have a PRC subsidiary. In the event that we acquire or form a PRC subsidiary in the future and such PRC subsidiary desires to declare and pay dividends to our Hong Kong subsidiary, our Hong Kong subsidiary will be required to apply for the tax resident certificate from the relevant Hong Kong tax authority. In such event, we plan to inform the investors through SEC filings, such as a current report on Form 8-K, prior to such actions. See “Risk Factors – Risks Relating to Doing Business in Hong Kong.” set forth in the Annual Report.
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CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical facts, included in this Quarterly Report on Form 10-Q including, without limitation, statements in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s market projections, financial position, business strategy and the plans and objectives of management for future operations, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); expansion and growth of the Company’s business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company’s expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.
These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “plans,” “may,” “will,” or similar terms. These statements appear in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company’s financial condition or results of operations for its limited history; (ii) the Company’s business and growth strategies; and (iii) the Company’s financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company’s limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report.
Consequently, all of the forward-looking statements made in this Quarterly Report on Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
MARVION INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Currency expressed in United States Dollars (“US$”), except for number of shares)
March 31, 2026 (Unaudited) | December 31, 2025 (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets, net | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities and other payables | ||||||||
| Amount due to director | ||||||||
| Amount due to shareholder | ||||||||
| Promissory notes payable | ||||||||
| Earn-out payable | ||||||||
| Lease liabilities | ||||||||
| Income tax payable | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Lease liabilities | ||||||||
| Earn-out payable | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies (Note 17) | ||||||||
| Shareholders’ deficit: | ||||||||
| Preferred stock, par value $, shares authorized, and shares undesignated as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Preferred stock, Series A, par value $, shares designated, and shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Preferred stock, Series B, par value $, shares designated, and shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Preferred stock, Series C, par value $, share designated, and share issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Common stock, par value $, shares authorized, and shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Shares to be issued par value $, and shares to be issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated losses | ( | ) | ( | ) | ||||
| Total shareholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
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MARVION INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues, net | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Income from operations | ||||||||
| Other income (expense): | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Gain on disposal of property and equipment | ||||||||
| Total other expenses, net | ( | ) | ( | ) | ||||
| Income before income taxes | ||||||||
| Income tax expense | ( | ) | ( | ) | ||||
| Net income | ||||||||
| Other comprehensive loss: | ||||||||
| Foreign currency adjustment loss | ( | ) | ( | ) | ||||
| Comprehensive income | $ | $ | ||||||
| Net income per share: | ||||||||
| – Basic(1) | $ | $ | ||||||
| – Diluted(1) | $ | $ | ||||||
| Weighted average common shares outstanding: | ||||||||
| – Basic(1) | ||||||||
| – Diluted(1) | ||||||||
| (1) |
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
| 11 |
MARVION INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Preferred Stock | Common stock | |||||||||||||||||||||||||||||||
| Series A | Series B | Series C | ||||||||||||||||||||||||||||||
| No. of | No. of | No. of | No. of | |||||||||||||||||||||||||||||
| shares | Amount | shares | Amount | shares | Amount | shares | Amount | |||||||||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Shares issued for settlement of accrued consultancy fees | – | – | – | |||||||||||||||||||||||||||||
| Foreign currency translation adjustment | – | – | – | – | ||||||||||||||||||||||||||||
| Net income for the period | – | – | – | – | ||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Balance as of January 1, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Issuance of common stock in private placements | – | – | – | |||||||||||||||||||||||||||||
| Common stock issued for settlement of construction payable | – | – | – | |||||||||||||||||||||||||||||
| Foreign currency translation adjustment | – | – | – | – | ||||||||||||||||||||||||||||
| Net income for the period | – | – | – | – | ||||||||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Common stock | Accumulated | |||||||||||||||||||||||
| to be issued | Additional | other | Total | |||||||||||||||||||||
| No. of | paid-in | comprehensive | Accumulated | shareholders | ||||||||||||||||||||
| shares | Amount | capital | loss | deficit | deficit | |||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Shares issued for settlement of accrued consultancy fees | – | |||||||||||||||||||||||
| Foreign currency translation adjustment | – | ( | ) | ( | ) | |||||||||||||||||||
| Net income for the period | – | |||||||||||||||||||||||
| Balance as of March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Balance as of January 1, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Issuance of common stock in private placements | – | |||||||||||||||||||||||
| Common stock issued for settlement of construction payable | ( | ) | ( | ) | ||||||||||||||||||||
| Foreign currency translation adjustment | – | ( | ) | ( | ) | |||||||||||||||||||
| Net income for the period | – | |||||||||||||||||||||||
| Balance as of March 31, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
| 12 |
MARVION INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Currency expressed in United States Dollars (“US$”))
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation of property and equipment | ||||||||
| Amortization of right-of use assets | ||||||||
| Imputed interest expenses on operating lease liabilities | ||||||||
| Non-cash interest on earn-out payable | ||||||||
| Gain on disposal of property and equipment | ( | ) | ||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Contract liabilities | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued liabilities and other payables | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Income tax payable | ||||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities | ||||||||
| Capital expenditure paid | ( | ) | ||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Proceeds from disposal of property and equipment | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Proceeds from private placements | ||||||||
| Advance from director | ||||||||
| Advance from shareholder | ||||||||
| Repayment to director | ( | ) | ||||||
| Repayment to shareholder | ( | ) | ||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Effect of exchange rate on cash and cash equivalents | ( | ) | ||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents at beginning of the period | ||||||||
| Cash and cash equivalents at end of the period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Shares issued to settle accrued consultancy fees | $ | $ | ||||||
See Accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
| 13 |
MARVION INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
1. BASIS OF PRESENTATION
These accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the period ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026.
2. ORGANIZATION AND BUSINESS BACKGROUND
Marvion Inc. was incorporated in the State of Nevada on March 6, 2008. The Company and its subsidiaries are hereinafter referred to as (the “Company”).
Currently, the Company is principally engaged in the logistic services, warehousing service and financial consulting services in Hong Kong.
Description of subsidiaries
| Name |
Place of incorporation and kind of legal entity |
Principal activities and place of operation |
Particulars of registered/paid up share capital |
Effective interest held | ||||
| United Warehouse Management Corp. (“UWMC”) | ||||||||
| KSK Logistics Limited (“KSK”) | ||||||||
| Propose Enterprise Limited (“PEL”) | ||||||||
| United Warehouse Management Limited (“UWML”) |
The Company and its subsidiaries are hereinafter referred to as (the “Company”).
| 14 |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The reporting currency of the Company is United States Dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintains its books and record in its local currencies, Hong Kong Dollars (“HKD”), for details, please refer to foreign currencies transactions and translation as below.
Basis of consolidation
The unaudited condensed consolidated financial statements include the accounts of MVNC and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
Use of estimates and assumptions
In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the unaudited condensed consolidated balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. If actual results significantly differ from the Company’s estimates, the Company’s financial condition and results of operations could be materially impacted. Significant estimates in the period include the allowance of expected credit losses, useful lives of property and equipment, valuation of share-based payments and earnout payable and deferred tax valuation allowance.
Cash and cash equivalents
Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. They consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. The Company maintains its bank accounts in Hong Kong.
Accounts receivable
Accounts receivable are recorded at the gross billing amounts due from customers, less an allowance for expected credit losses. Accounts receivable do not bear interest and are considered overdue after 30 days from the date of invoices. The Company regularly assesses the expected credit losses for accounts receivable based on assessments of the recoverability of the accounts receivable and individual account analysis, including the current creditworthiness and the past collection history of each customer and current economic industry trends. Impairments arise when there is objective evidence indicating that the balances may not be collectible. The identification of bad and doubtful debts, in particular of a loss event, requires the use of judgment and estimates, which involve the estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. Based on analysis of customers’ credit and ongoing relationship, management makes conclusions about whether any balances outstanding at the end of the period will be deemed non-collectible on an individual basis and on aging analysis basis. The allowance for expected credit losses is recorded against accounts receivables balances, with a corresponding charge recorded in the statements of operations. Delinquent account balances are written off against the allowance for expected credit losses after management has determined that the likelihood of collection is not probable.
As of March 31, 2026 and December 31, 2025,
| 15 |
The Company generally conducts its business with creditworthy third parties. The Company determines, on a continuing basis, the probable losses and an allowance for expected credit losses using the current expected credit losses (“CECL”) model. The CECL model is prepared after considering several factors including historical experience, current market conditions, and reasonable and supportable economic forecasts. Accounts receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant.
Property and equipment
Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:
| Expected useful life | ||
| Warehouse facilities | ||
| Equipment | ||
| Motor vehicle | ||
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterment which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized as other income or expense in the unaudited condensed consolidated statements of operations.
Impairment of Long-lived Assets
In accordance with the provisions of ASC Topic
360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property and equipment owned and held by the Company
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted
cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured
by the amount by which the carrying amounts of the assets exceed the fair value of the assets. There was
Leases
The Company adopts the FASB Accounting Standards Update (“ASU”) 2016-02 “Leases (Topic 842)” for all periods presented. This standard requires lessees to recognize lease assets (“right-of-use”) and related lease obligations (“lease liabilities”) on the unaudited condensed consolidated balance sheet for leases with terms in excess of twelve months. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the unaudited condensed consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the unaudited condensed consolidated balance sheets.
| 16 |
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized, based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. The Company depreciated the ROU assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the ROU assets or the end of the lease term. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
All of the Company’s real estate leases are classified as operating leases and there was no lease with a duration of twelve months or less.
Revenue recognition
The Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) using the full retrospective transition method.
The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
| · | identify the contract with a customer; | |
| · | identify the performance obligations in the contract; | |
| · | determine the transaction price; | |
| · | allocate the transaction price to performance obligations in the contract; and | |
| · | recognize revenue as the performance obligation is satisfied. |
Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company’s contracts have a single performance obligation, and such fees are billed to the customer when the performance obligation is satisfied. The Company recognizes such revenue in the period when the amounts are determined to be fixed and the performance obligation is satisfied as the Company completes the obligations.
Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or providing services. As such, revenue is recorded net of returns, allowances, customer discounts, and incentives. Sales taxes and other taxes are excluded from revenues.
Upon the development of new warehouse building in October 2023, the Company focuses on the provision of logistic and warehousing services to the customers through the storage of merchandise in its warehouse facilities, as well as packaging and delivery and transportation services from its warehouse to domestic destinations designated by the customers.
Logistic services
Revenues from logistic solution services to the customers, in which such local transportation, delivery and packaging services are recognized at the time the merchandise is packed and shipped by the Company to domestic destinations designed by the customers. Generally, the Company bills the invoices monthly and collects the receivable in a credit term of 30 days.
| 17 |
Warehousing services
Revenues from storage services at the designated warehouse facilities are recognized ratably over the term of the contract or arrangement, as the Company performs contractual obligations through continuous transfer of control to the customers, and they could simultaneously receive and consume the benefits of the Company’s performance as it occurs. The Company generally invoices customers monthly at the end of each month in arrear for services performed during the month. The performance obligation is satisfied when the services are performed. Warehousing contracts typically consist of ongoing storage service in a term of 1-6 years, subject to renewal option. The Company has assessed that these arrangements represent service contracts under ASC 606 rather than leases under ASC 842, as customers do not obtain the right to direct the use of a specifically identified asset within the warehouse facility — the Company retains the ability to determine where within the facility goods are stored and may substitute storage locations at its discretion.
In addition, the Company generates revenues from the operation of solar facilities. This service revenue is recognized when the Company issued invoices to customers after the performance obligation satisfied. Generally, the Company bills the invoices monthly and collects the receivable in a credit term of 30 days.
Financial consulting services
The Company also provides financial consulting services to the customers, and generally invoices customers when the performance obligation is satisfied. The duration of the service period is short, usually within 3 months. Transaction prices of financial consulting services to be rendered are typically based on contracted rates. The Company earns the fee arising from the facilitation of the placement of financing solutions with different credit institutions, which is recognized at a point in time when the service is completed and delivered to the customer. The Company recognized revenue when the Company issued invoices to customers after the performance obligation satisfied.
The Company is acting as a principal in providing aforementioned services and accordingly recognizes revenue on a gross basis as the Company determines the price and selects carriers or service providers at its own discretion.
The following is a disaggregation of the Company’s revenue by major source for the respective periods:
| Three months ended March 31, | ||||||||||
| Types of segments/revenue sources | Time of recognition | 2026 | 2025 | |||||||
| Supply chain segment: | ||||||||||
| Logistic service income | Point-in-time | $ | $ | |||||||
| Warehousing service income | Over time | |||||||||
| Financial segment: | ||||||||||
| Financial consulting income | Point-in-time | |||||||||
| Total revenues | $ | $ | ||||||||
Income taxes
The Company adopted the ASC 740 “Income tax” provisions of paragraph 740-10-25-13 (“ASC 740”), which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the unaudited condensed consolidated financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the unaudited condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.
| 18 |
The Company periodically reviews the recoverability of deferred tax assets recorded on its unaudited condensed consolidated balance sheets and provides valuation allowances as management deems necessary.
For the three months ended March 31, 2026 and
2025, the Company did
The Company is subject to tax in local and foreign jurisdictions. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.
Segment reporting
Accounting Standards Codification (“ASC”) 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in unaudited condensed consolidated financial statements for details on the Company’s business segments.
In accordance with ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, the Company considered whether additional disclosures were required, including significant segment expenses and measures used by the chief operating decision maker (“CODM”). The Company’s CODM is the Chief Executive Officer, Mr. Chan Sze Yu, who is responsible for reviewing performance and making decisions regarding resource allocation.
Based on the management’s assessment, the Company determined that it has reportable business segments, as defined by ASC 280, as follows:
| – | Supply chain segment | Provision of logistic service and warehousing service |
| – | Financial segment | Provision of financial consulting service |
For the three months ended March 31, 2026 and 2025, all of the Company’s revenue and assets are locally generated in Hong Kong. Therefore, no geographical segments are presented.
Uncertain tax positions
The Company did
The Company calculates net income per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the year. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
Foreign currencies translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statement of operations.
| 19 |
The reporting currency of the Company is United States Dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintains its books and record in its local currencies, Hong Kong Dollars (“HKD”), which are their respective functional currencies, being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive loss within the unaudited condensed consolidated statements of changes in shareholders’ deficit.
Translation of amounts from HKD into US$1 has been made at the following exchange rates for the three months ended March 31, 2026 and 2025:
| March 31, 2026 | March 31, 2025 | |||||||
| Period-end HKD:US$ exchange rate | ||||||||
| Average HKD:US$ exchange rate | ||||||||
Comprehensive income (loss)
ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income (loss), its components and accumulated balances. Comprehensive income (loss) as defined includes all changes in equity during a year from non-owner sources. Accumulated other comprehensive loss, as presented in the accompanying unaudited condensed consolidated statements of changes in stockholders’ deficit, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income (loss) is not included in the computation of income tax expense or benefit.
Related parties
The Company follows ASC Topic 850-10, “Related Party Disclosures” for the identification of related parties and disclosure of related party transactions.
Pursuant to ASC 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of ASC 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
| 20 |
Commitments and contingencies
The Company follows ASC 450-20, “Contingencies” to report accounting for contingencies. Certain conditions may exist as of the date the unaudited condensed consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
Fair value of financial instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:
| Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. | |
| Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. | |
| Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. |
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
| 21 |
The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, prepaid expense and other current assets, accrued liabilities and other payables, accrued consulting service fee, amounts due to related parties and income tax payable approximate their fair values because of the short maturity of these instruments.
Recent accounting pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update clarifies the applicability, form and content, and interim disclosure requirements in ASC Topic 270 and enhances navigability of the interim reporting guidance. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and after December 15, 2028, for entities other than public business entities. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which updates the FASB Accounting Standards Codification to clarify, correct errors, and improve the overall usability of GAAP. The improvements consist of narrow-scope amendments, technical corrections, clarification of existing guidance, and updates to clarify the appropriate scope and application of certain disclosure requirements. ASU 2025-12 is effective for annual and interim periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
4. GOING CONCERN UNCERTAINTIES
The accompanying unaudited condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.
The Company reported a working capital
deficit of $
Pursuing business growth of supply chain segment through engaging with more vendors and customers to maximize the sales volume and margin, and continuous improvement in cost control over all segments.
Management believes these factors can alleviate the unfavourable conditions that the Company will be able to meet its obligations to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.
| 22 |
5. BUSINESS SEGMENT
During the three months ended March 31, 2026, the Company managed and operated its business into reportable business segments:
| – | Supply chain segment | Provision of logistic service and warehousing service |
| – | Financial segment | Provision of financial consulting service |
The CODM assesses segment financial performance by reviewing segment revenue and segment operating income. The CODM will make decisions to allocate resources based on the review of monthly, quarterly, and annual financial information categorized by segment. The financial information is presented to the CODM using actual-to-actual results and budget-to-actual results.
The CODM evaluates performance and allocates resources to the segments, based on operating results. Adjustments to reconcile segment results with consolidated results are included in the caption “Corporate,” which primarily includes unallocated corporate activity.
Summarized below is the information about the Company’s operating results by reporting segments for the periods:
| Three months ended March 31, | ||||||||||||||||||||||||||||||||
| Supply chain segment | Financial segment | Corporate | Consolidated | |||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| Revenues, net | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||||||||||
| Depreciation | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Salaries and wages | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Professional fees | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Other general and administrative | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Operating income | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Total other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Segment profit (loss) | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Supply chain segment | Financial segment | Corporate | Consolidated | |||||||||||||||||||||||||||||
| March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | March 31, 2026 | December 31, 2025 | |||||||||||||||||||||||||
| Property and equipment | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Total Assets | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| 23 |
6. ACCOUNTS RECEIVABLE, NET
| March 31, 2026 | December 31, 2025 | |||||||
| Accounts receivable – third parties | $ | $ | ||||||
| Less: allowance for expected credit losses | ||||||||
| Accounts receivable, net | $ | $ | ||||||
The Company generally conducts its business with creditworthy third parties. The Company determines, on a continuing basis, the probable losses and an allowance for expected credit losses, based on several factors including internal risk ratings, customer credit quality, payment history, historical bad debt/write-off experience and forecasted economic and market conditions. Accounts receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant.
7. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
| March 31, 2026 | December 31, 2025 | |||||||
| At cost: | ||||||||
| Warehouse facilities | $ | $ | ||||||
| Equipment | ||||||||
| Motor vehicle | ||||||||
| Property and equipment, gross | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation expense for the three months ended
March 31, 2026 and 2025 were $
8. LEASES
The Company has entered into commercial operating leases with various third parties for the use of leasehold land in Hong Kong. These leases have original terms ranging from 6 to 12 years. These operating leases are included in “Right-of-use Assets” on the unaudited condensed consolidated balance sheets and represent the Company’s right to use the underlying assets during the lease term. The Company’s obligation to make lease payments are included in “Lease liabilities” on the unaudited condensed consolidated balance sheets.
| 24 |
Supplemental unaudited condensed balance sheet information related to operating leases was as follows:
| As of | ||||||||
| March 31, 2026 | December 31, 2025 | |||||||
| Operating lease: | ||||||||
| Right-of-use asset, net | $ | $ | ||||||
| Lease liabilities: | ||||||||
| Current lease liabilities | ||||||||
| Non-current lease liabilities | ||||||||
| Total lease liabilities | $ | $ | ||||||
Operating lease expense for the three months ended
March 31, 2026 and 2025 was $
Other supplemental information about the Company’s operating lease as of:
| March 31, 2026 | December 31, 2025 | |||||||
| Weighted average discount rate | ||||||||
| Weighted average remaining lease term (years) | ||||||||
Operating lease commitments:
The following table summarizes the future minimum lease payments due under the Company’s operating leases in the next five years:
| Year ending March 31, | ||||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Thereafter | ||||
| Total minimum finance lease liabilities payment | ||||
| Less: imputed interest | ( | ) | ||
| Future minimum lease liabilities | $ | |||
9. AMOUNT DUE TO DIRECTOR
As of March 31, 2026 and December 31, 2025, the
amount represented temporary advances made by a director, Mr. Chan to the Company for capital expenditure and working capital purpose,
which was unsecured, interest-free and repayable on demand. The balance was $
| 25 |
As of March 31, 2026 and December 31, 2025, the amount represented temporary advances made by a shareholder, Mr. Young to the Company for capital expenditure and working capital purpose, which was unsecured, interest-free and repayable on demand. The balance was $ and $ as of March 31, 2026 and December 31, 2025, respectively.
11. EARN-OUT PAYABLE
The Company entered into certain promissory notes with its shareholders in connection with the Share Purchase Agreement (“SEA”) and agreed to make the contingent earnout payments in the aggregate amount of $ million (collectively, the “Earn Out Payments”) upon UWMC’s achievement of certain operating net income performance milestones during each six months period ending June 30 and December 31 (each, a “Performance Period”) for a total of nine Performance Periods ending December 31, 2028. These contingent earnout payments become vested upon the satisfaction of specific performance criteria, which is determined by the aggregate of net earnings of its operating subsidiaries, excluding the expenses incurred by the headquarter during the respective Performance Period. The Company has the option to pay any earnout amount in cash or in shares of common stock of the Company. The Earn Out Payments will be payable in the form of interest free promissory notes and shared equally among Chan Sze Yu, Fong Hiu Ching and Young Chi Kin Eric, who are also shareholders of UWMC. The share exchange transaction contemplated by the SEA was consummated on September 12, 2024. Subsequent to the closing of the SEA, Chan Sze Yu, Fong Hiu Ching and Young Chi Kin Eric became the Company’s shareholders.
The foregoing descriptions of the SEA and the Promissory Notes are qualified in their entirety by reference to the SEA and the Promissory Notes.
As of March 31, 2026, pursuant to the terms and
calculations of the earnout provision, management has determined that the earnout payment of $ million is vested, whereas the
performance criteria for the Performance year ended December 31, 2025 was satisfied. The earnout amount of $ million was recognized
as earn-out payable in current liabilities. On December 1, 2025, the Company issued shares of common stock to Chan
Sze Yu, at $0.03335 per share to settle $
The earnout payments are classified as liability
and were initially measured at fair value at the share exchange transaction date and will subsequently be discounted to current value
at the end of each reporting period and recorded in the condensed consolidated statements of operations and comprehensive income. The
estimated fair value of the total earnout liability was $
The following table presents information about earn-out payable that was measured at fair value on a recurring basis as of March 31, 2026 and December 31, 2025, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
| March 31, | Quoted Prices In Active Markets | Significant Other Observable Inputs | Significant Other Unobservable Inputs | |||||||||||||
| Description | 2026 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
| Earn-out payable - current | $ | $ | $ | $ | ||||||||||||
| Earn-out payable - non-current | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| 26 |
| December 31, | Quoted Prices In Active Markets | Significant Other Observable Inputs | Significant Other Unobservable Inputs | |||||||||||||
| Description | 2025 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
| Earn-out payable - current | $ | $ | $ | $ | ||||||||||||
| Earn-out payable - non-current | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The Company determined the fair value using the probability-weighted expected model with the following assumptions for period ended March 31, 2026:
| Annual discount rate | ||||
| Weighted average expected life (months) | ||||
| Probability-weighted expected payment (every 6 months upon achieve specific performance) | $ | |||
The following summarizes the fair value table due under the Company’s earnout provision:
| January 1, 2026 | $ | |||
| Add: imputed interest | ||||
| March 31, 2026 | $ | |||
The following table summarizes the contingent earnout payments due under the Company’s earnout provision:
| For the Performance Period ending | ||||
| December 31, 2024 | $ | |||
| June 30, 2025 | ||||
| December 31, 2025 | ||||
| June 30, 2026 | ||||
| December 31, 2026 | ||||
| June 30, 2027 | ||||
| December 31, 2027 | ||||
| June 30, 2028 | ||||
| December 31, 2028 | ||||
| Total contingent earnout payment | ||||
| Less: imputed interest | ( | ) | ||
| Less: earnout payable recognized during 2025 | ( | ) | ||
| Promissory notes payable | $ | |||
12. SHAREHOLDERS’ DEFICIT
Preferred stock
As of March 31, 2026 and December 31, 2025, the Company’s preferred stocks have been designated, as follows:
| No. of shares | ||||
| Series A Preferred Stock | ||||
| Series B Preferred Stock | ||||
| Series C Preferred Stock | ||||
| 27 |
As of March 31, 2026 and December 31, 2025, the Company’s authorized shares were shares of preferred stock, with a par value of $0.0001 per share.
| Series A Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | ||||
| Liquidation Preference | None | None | None | |||
| Conversion Rights | Series A Preferred Stock do not convert into Common Stock. | Series B Preferred Stock do not convert into Common Stock. | Each one share of Series C Convertible Preferred Stock converts into 9.99% of the outstanding shares of common stock less the number of shares of common stock held by the holder; provided that any such optional conversion must involve the conversion of all of the holder’s shares of Series C Convertible Preferred Stock. | |||
| Dividend Rights | Holders of Series A shall not have the right to receive dividends or distributions. | Holders of Series B shall not have the right to receive dividends or distributions. | Holders of Series C shall have the right to receive dividends or distributions only to the extent lawfully declared by the Board. | |||
| Voting Rights | Holders of Series A Preferred Stock are entitled to vote on matters submitted to a vote of the shareholders with each one share having 200 votes. | Holders of Series B Preferred Stock have no voting rights. | Holders of Series C Convertible Preferred Stock are generally not allowed to vote on an “as converted” basis on matters submitted to holders of the common stock, or any class thereof. |
As of March 31, 2026 and December 31, 2025, the Company had and shares of Series A Preferred Stock issued and outstanding, respectively.
As of March 31, 2026 and December 31, 2025, the Company had and shares of Series B Preferred Stock issued and outstanding, respectively.
As of March 31, 2026 and December 31, 2025, the Company had and share of Series C Preferred Stock issued and outstanding, respectively.
Common stock
As of March 31, 2026 and December 31, 2025, the Company’s authorized shares were shares of common stock, with a par value of $.
On December 30, 2025, the Company and Star Warehouse
Engineering Limited entered into settlement and share issuance agreement (the “Agreement”). Pursuant to the Agreement, the
Company agreed to issue Ng Chun Man (on behalf of Star Warehouse Engineering Limited)
On January 2, 2026, the Company entered into Stock
Purchase Agreements with each of Kwok Ho Luen (“Kwok”) and Chan So Yin (“Chan”) pursuant to which each of Kwok
and Chan agreed to purchase $
As of March 31, 2026 and December 31, 2025, the Company had and shares of common stock issued and outstanding, respectively.
As of March 31, 2026 and December 31, 2025, the Company had and shares of common stock to be issued, respectively.
| 28 |
The calculation of the basic and diluted net income per share attributable to common stockholders of the Company is based on the following data (in dollars, except share data):
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net income attributable to common shareholders | $ | $ | ||||||
| Weighted average common shares outstanding – Basic and Diluted | ||||||||
| Net income per share – Basic and diluted # | $ | $ | ||||||
| # | For net income per share during the three months ended March 31, 2026 and 2025, basic and diluted net income per share was less than $0.01. |
14. INCOME TAX
United States of America
MVNC is registered in the State of Nevada and is subject to the tax laws of United States of America.
BVI
Under the current BVI law, UWMC is not subject to tax on income.
Hong Kong
The Company’s subsidiaries operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current period, after deducting a tax concession for the tax year.
The provision for income taxes consisted of the following:
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Current: | ||||||||
| - Local (US tax regime) | $ | $ | ||||||
| - Foreign | ||||||||
| Deferred: | ||||||||
| - Local | ||||||||
| - Foreign | ||||||||
| Income tax expense | $ | $ | ||||||
| 29 |
The reconciliation of income tax computed by applying the U.S. federal income tax rate of 21% to the actual income tax (expense) benefit at the Company’s effective rate is as follows:
| Three months ended March 31, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Amount | Percent | Amount | Percent | |||||||||||||
| Computed “expected” tax expense | ||||||||||||||||
| Effect of differential tax rate – subsidiaries (Note i) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Tax credits: | ||||||||||||||||
| Income not subject to taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Expenses not subject to tax deduction | ||||||||||||||||
| Changes in unrecognized tax benefits | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ||||||||||||||||
Note :
| (i) |
The following table sets forth the significant components of the deferred tax assets of the Company as of March 31, 2026 and December 31, 2025:
| As of | ||||||||
| March 31, 2026 | December 31, 2025 | |||||||
| Deferred tax assets: | ||||||||
| NOL – US tax regime | $ | $ | ||||||
| NOL – British Virgin Islands regime | ||||||||
| NOL – Hong Kong tax regime | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net | $ | $ | ||||||
As of March 31, 2026, the Company had US net operating
loss (“NOL”) carryforwards of approximately $
As of March 31, 2026, the Company had
The following table summarizes the changes in the valuation allowance for deferred tax assets:
| Balance, December 31, 2025 | $ | |||
| Addition during the period | ||||
| Balance, March 31, 2026 | $ | |||
| 30 |
Valuation allowances
Deferred taxes as of March 31, 2026 were reduced by a valuation allowance relating to net operating losses. In assessing the likelihood of realizing deferred tax assets, management considers factors such as prior earnings history, expected future earnings and the reversal of existing taxable temporary differences. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Deferred taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and tax bases of assets and liabilities under the applicable tax laws. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the determination of the appropriate valuation allowances, the Company has considered the most recent projections of future business results and taxable income by jurisdiction. Actual results may vary in comparison to current projections. After consideration of the evidence described above, management believes it is more likely than not that deferred tax assets will not be realized.
As of March 31, 2026 and December 31, 2025, the
Company had
15. RELATED PARTY TRANSACTIONS
From time to time, the directors of the Company advanced funds to the Company for capital expenditures and working capital purpose. Those temporary advances are unsecured, non-interest bearing and have no fixed terms of repayment.
Nature of relationships with related parties
| Name of related party | Relationship with the Company |
| Chan Sze Yu | Director of the Company |
| Young Chi Kin Eric | Individual shareholder |
| Fong Hiu Ching | Director of KSK |
| KSK Asia (Hong Kong) Limited | Held by director of the Company |
Related party balances consisted of the following:
| As of | ||||||||||
| Name | Nature | March 31, 2026 | December 31, 2025 | |||||||
| Chan Sze Yu | Amount due to director | $ | $ | |||||||
| Young Chi Kin Eric | Amount due to shareholder | |||||||||
| $ | $ | |||||||||
As at March 31, 2026 and December 31, 2025, these amounts due to director and shareholder represented the cash advances from these related parties to the Company for working capital purposes. These balances due are unsecured, interest free and repayable on demand.
Related party transactions consisted of the following:
In the ordinary course of business, during the periods presented, the Company has involved with transactions, either at cost or current market price and on the normal commercial terms among related parties. The following table provides the transactions with these parties for the periods as presented (for the portion of such period that they were considered related):
| 31 |
For the three months ended March 31, 2026 and
2025, the Company paid delivery service fees of $
For the three months ended March 31, 2026 and
2025, the Company paid salaries of $
For the three months ended March 31, 2026 and
2025, the Company paid salaries of $
For the three months ended March 31, 2026 and
2025, the Company paid salaries of $
Apart from the transactions and balances detailed elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.
16. RISK AND UNCERTAINTIES
The Company is exposed to the following concentration of risk:
| (a) | Major customers |
For the three months ended March 31, 2026 and 2025, the individual customer who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at year-end dates, are presented as follows:
| Three months ended March 31, | March 31, 2026 | |||||||||||
| Customer | 2026 | 2025 | Accounts receivable | |||||||||
| Customer A | $ | |||||||||||
| Customer B | $ | |||||||||||
| Customer C | $ | |||||||||||
| Customer D | $ | |||||||||||
These customers are located in Hong Kong.
| (b) | Major vendors |
For the three months ended March 31, 2026 and 2025, the individual vendor who accounted for 10% or more of the Company’s direct operating cost and its outstanding payable balances at period-end dates, are presented as follows:
| Three months ended March 31, | March 31, 2026 | |||||||||||
| Vendor | 2026 | 2025 | Accounts payable | |||||||||
| Vendor A | ||||||||||||
| Vendor B | % | |||||||||||
| Vendor C | ||||||||||||
| Vendor D | ||||||||||||
| Vendor E | ||||||||||||
| 32 |
These vendors are located in Hong Kong.
| (c) | Credit risk |
Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents and accounts receivable. Cash equivalents are maintained with high credit quality institutions in Hong Kong, the composition and maturities of which are regularly monitored by the management. The Hong Kong Deposit Protection Board pays compensation up to a limit of HK$800,000 (equal to $102,078) if the bank in Hong Kong with which an individual/a company hold its eligible deposit fails.
| (d) | Economic and political risk |
The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.
| (e) | Exchange rate risk |
The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
| (f) | Liquidity risk |
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
17. COMMITMENTS AND CONTINGENCIES
On August 15, 2024, the Company, United Warehouse Management Corp., a British Virgin Island corporation (“UWMC”) and eleven shareholders of UWMC entered into a Share Exchange Agreement (the “SEA”) pursuant to which the shareholders of UWMC agreed to transfer to the Company 4,000 shares of UWMC, constituting all of the issued and outstanding securities of UWMC, in exchange for 148,148,148 shares of common stock of the Company, par value $0.0001 per share (the “Acquisition Shares”). In addition to the Acquisition Shares, the Company agreed to make earnout payments in the aggregate amount of $5.5 million (collectively, the “Earn Out Payments”) upon UWMC’s achievement of certain net income performance milestones during each six-month period ending June 30 and December 31 (each, a “Performance Period”) for a total of nine Performance Periods. The Earn Out Payments will be payable in the form of interest free promissory notes and shared equally among Chan Sze Yu, Fong Hiu Ching and Young Chi Kin Eric, who are also shareholders of the Company.
As of March 31, 2026 and December 31, 2025, pursuant
to the terms and calculations of the earnout provision, management has determined the final earnout of $
Except as noted above, the Company had no other material commitments or contingencies as of March 31, 2026.
18. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2026, up through the date the Company issued the unaudited condensed consolidated financial statements. The Company had no material recognizable subsequent events since March 31, 2026.
| 33 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our Company’s financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in the report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors. See “Cautionary Note Concerning Forward-Looking Statements” on page 9.
Unless otherwise noted, all currency figures quoted as “U.S. dollars”, “dollars” or “$” refer to the legal currency of the United States. Throughout this report, assets and liabilities of the Company’s subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income (loss) within the unaudited condensed consolidated statements of changes in stockholders’ (deficit) equity.
Unless indicated otherwise, throughout this Quarterly Report on Form 10-Q, we refer to Marvion Inc. and its consolidated subsidiaries, as “MVNC,” “we,” “us” and “our.”
Numerical information in this report is presented on a rounded basis using actual amounts. Minor differences in totals and percentage calculations may exist due to rounding.
Description of Business
Marvion Inc. was incorporated in the State of Nevada on March 6, 2008. The Company and its subsidiaries are hereinafter referred to as (the “Company”). Marvion Inc. is not a Hong Kong operating company but a Nevada holding company with operations conducted through its wholly owned subsidiaries based in the British Virgin Islands and Hong Kong. Our investors hold shares of common stock in Marvion Inc., the Nevada holding company.
On August 15, 2024, the Company and United Warehouse Management Corp., a British Virgin Island corporation (“UWMC”) and eleven individual shareholders of UWMC entered into a Share Exchange Agreement (the “SEA”) pursuant to which the shareholders of UWMC agreed to transfer to the Company 4,000 shares of UWMC, constituting all of the issued and outstanding securities of UWMC, in exchange for 148,148,150 shares of common stock of the Company, par value $0.0001 per share (the “Acquisition Shares”). In addition to the Acquisition Shares, the Company agreed to make earnout payments in the aggregate amount of $5.5 million (collectively, the “Earn Out Payments”) upon UWMC’s achievement of certain net income performance milestones during each six month period ending June 30 and December 31 (each, a “Performance Period”) for a total of nine Performance Periods. The Earn Out Payments will be payable in the form of interest free promissory notes and shared equally among Chan Sze Yu, Fong Hiu Ching and Young Chi Kin Eric who are also shareholders of UWMC. The Acquisition transactions contemplated by the SEA were consummated on September 12, 2024. As a result of such acquisition, Marvion became engaged in the business of logistics and warehousing services. Concurrently with the acquisition of UWMC, the Company also divested its ownership of Marvion Holdings Limited and all of its subsidiaries and ceased its the lifestyle, media and entertainment creation and distribution, and technology businesses. The Company relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Act in selling the Company’s securities to the shareholders of UWMC.
As of March 31, 2026, pursuant to the terms and calculations of the earnout provision, Marvion’s management determined that the existing major shareholders of UWMC were entitled to receive aggregate Earn Out Payments of $2.5 million, of which $0.5 million were settled through the issuance of 14,992,504 shares of the Company’s common stock.
Chan Sze Yu is our Chief Executive Officer, Chief Financial Officer, Secretary and Director. Young Chi Kin Eric holds 10,000,000 shares of the Company’s Series A Preferred Stock which entitles him to vote on all matters submitted to a vote of the shareholders together with the Common Stock holders with each one share of Series A Preferred Stock having 200 votes.
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The foregoing descriptions of the SEA and the Promissory Notes are qualified in their entirety by reference to the SEA and the Promissory Notes, which are filed as Exhibits 10.1 through and including 10.4 and incorporated herein by reference.
The share exchange transaction has been accounted for as a reverse merger and recapitalization of the Company, whereby UWMC is deemed to be the accounting acquirer (legal acquiree) and the Company to be the accounting acquiree (legal acquirer). Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of UWMC, and the Company’s assets, liabilities and results of operations will be consolidated with UWMC beginning on the date of the share exchange transaction. No goodwill is recognized in this transaction. The historical financial statements prior to the share exchange transaction are those of the accounting acquirer (UWMC). Historical stockholders’ equity of the accounting acquirer prior to the reverse merger are retroactively restated (a recapitalization) for the equivalent number of shares received in the merger. Operations prior to the merger are those of the acquirer. After completion of the share exchange transaction, the Company’s accompanying unaudited condensed consolidated financial statements have been restated for all periods presented accordingly.
The Company, through its subsidiary UWMC, is principally engaged in the logistic services, warehousing service and financial consulting services in Hong Kong. UWMC’s businesses are operated through three subsidiaries organized in Hong Kong: KSK Logistic Limited (“KSK”), United Warehouse Management Limited (“UWML”) and Propose Enterprise Limited (“PEL”), which provide the following services:
| · | KSK: Provides logistics services for last mile deliveries for retail and business customers with a focus on the cable and data equipment industry; | |
| · | UWML: Provides warehousing and distribution services; and | |
| · | PEL: Provides business advisory solutions to customers which may provide a lead to our logistic and warehousing services. |
In addition to our logistics, warehousing and delivery services, we generate revenues through sales of solar generated power to China Light and Power (CLP) through our Service Partnership Agreement with Starwarehouse Engineering. Our subsidiary, United Warehouse Limited is a party to the Service Partnership Agreement with Starwarehouse Engineering to install solar PV systems on the roof of our warehouses. The generated power will be sold to China Light and Power (CLP) at the defined tariff scheme rate, creating an additional long term stable revenue stream to the group, at the same time reducing our carbon footprint in the society. We began generating revenue pursuant to this agreement in the amount of HKD 150,000 per quarter in mid 2025 and expect such revenue to continue until December 31, 2033. The foregoing description of the Service Partnership Agreement is not complete and is qualified in its entirety by reference to the complete text of the Service Partner Agreement Service Partner, which is incorporated herein by reference and attached hereto as Exhibit 10.11.
Our corporate structure is described below:
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We are authorized to issue up to 270,000,000,000 shares of our common stock, par value $0.0001. Our Board has also designated the following classes of preferred stock: (i) the Series A Preferred Stock,” par value $0.0001, with 10,000,000 authorized shares, all of which are issued and outstanding; (ii) “Series B Preferred Stock,” par value $0.0001, with 1,000,000 authorized shares, 366,346 of which are issued and outstanding; and (iii) the “Series C Convertible Preferred Stock,” par value $0.001, with 1 authorized share, all of which are issued and outstanding. The voting and conversion rights of each series of preferred stock and the beneficial ownership of such securities by insiders are summarized below:
| Stock | Voting Rights | Ownership | ||
| Common Stock | One vote per share |
3.72% held by Lee Ying Chiu Herbert. 4.67% held by Young Chi Kin Eric. 8.40% held by Chan Sze Yu. | ||
| Series A Preferred Stock | Holders of Series A Preferred Stock are entitled to vote on matters submitted to a vote of the shareholders with each one share having 200 votes. Series A Preferred Stock do not convert into Common Stock. | 100% held by Young Chi Kin Eric. | ||
| Series B Preferred Stock | Holders of Series B Preferred Stock have no voting rights, and Series B Preferred Stock do not convert into Common Stock. | Approximately 92% held by Lee Ying Chiu Herbert. | ||
| Series C Convertible Preferred Stock |
Holders of Series C Convertible Preferred Stock are generally not allowed to vote on an “as converted” basis on matters submitted to holders of the common stock, or any class thereof.
Each one share of Series C Convertible Preferred Stock converts into 9.99% of the outstanding shares of common stock less the number of shares of common stock held by the holder; provided that any such optional conversion must involve the conversion of all of the holder’s shares of Series C Convertible Preferred Stock. |
100% held by Lee Ying Chiu Herbert. |
Young Chi Kin Eric and Chan Sze Yu our Chief Executive Officer, Chief Financial Officer, Secretary and Director, will be entitled to control approximately 84.44% and 1.37%, respectively, of our voting power on matters submitted to a vote of the shareholders. Young Chi Kin Eric holds 10,000,000 shares of the Company’s Series A Preferred Stock which entitles him to vote on all matters submitted to a vote of the shareholders together with the Common Stock holders with each one share of Series A Preferred Stock having 200 votes. We do not intend to utilize controlled company exemptions.
Current Revenue Generating Operation.
BUSINESS SEGMENT INFORMATION
The following table summarizes revenue from contracts with customers, disaggregated by revenue source and the related segments, for the three months ended March 31, 2026 and 2025:
| Three Months ended March 31, | ||||||||
| Types of segments/revenue sources | 2026 | 2025 | ||||||
| Supply chain segment: | ||||||||
| Logistic services | $ | 333,836 | $ | 288,770 | ||||
| Warehousing services | 419,012 | 286,944 | ||||||
| 752,848 | 575,714 | |||||||
| Financial segment: | ||||||||
| Financial consulting services | 50,894 | 65,309 | ||||||
| $ | 803,742 | $ | 641,023 | |||||
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Future Plans.
Logistics.
KSK’s plan for the foreseeable future is to continue growing its logistics and warehousing services client base, with a primary focus on expanding in the business-to-business (B2B) logistics market, as well as increasing its presence in the business-to-consumer (B2C) segment in Hong Kong. In April 2025. KSK put into service a 17,000 sq. ft. per floor with two-floor warehouse facility, operational. In January 2026, KSK put into service a 5,000 sq. ft. warehouse facility, expanding its capacity to serve customers. We also partnered with a Hong Kong Exchange-listed company, which is now utilizing our facilities for integrated warehousing and last-mile delivery services. Additionally, KSK was appointed as the exclusive local delivery partner for SF Express in Yuen Long, a high-growth district with increasing e-commerce demand.
KSK plans to expand the size of its transportation team in 2026 to support this growth. It also intends to grow its corporate customer further develop its online e-commerce platform in partnership with 8M Limited to grow its corporate customer base.
Warehousing
UWML’s current cold storage and warehousing facilities are fully utilized by its existing customers. As business continues to expand, we expect to continue constructing additional warehouse facilities in different regions of Hong Kong. This strategy allows us to align warehouse capacity with anticipated customer demand while enabling more efficient and planned capital investments.
Business Consulting
PEL provides business consultation services primarily to support the growth of KSK and UWML by advising on clients, funding, and operational partnerships. PEL expects to organically expand its business consulting services by serving existing clients and obtaining new business opportunities through referrals from clients or personal contacts of our management. In addition, during 2026, PEL intends to engage with relevant industry professionals to explore potential acquisitions or strategic partnerships in order to further strengthen and expand MVNC’s business development. In the future, PEL may share personnel and other resources with our logistics and warehousing operations to better integrate business development and operational support.
Other
In addition to our logistics, warehousing, and delivery services, we generate revenues from the operation of solar facilities to China Light and Power (CLP) through our Service Partnership Agreement with Starwarehouse Engineering. Our subsidiary, United Warehouse Limited, is a party to the Service Partnership Agreement to install solar PV systems on the roofs of our warehouses. The generated power will be sold to CLP at the defined tariff scheme rate, creating an additional long-term stable revenue stream for the Group, while also reducing our carbon footprint. We began receiving revenue under this agreement in the amount of HKD 150,000 per quarter starting in mid-2025 and expect such revenue to continue until December 31, 2033. The foregoing description of the Service Partnership Agreement is qualified in its entirety by reference to the complete text of the agreement, which is incorporated herein by reference and attached hereto as Exhibit 10.11.
Further Future Plans.
Leveraging the market expertise of our management team in the furniture and logistics industry, as well as the growth of cross-border e-commerce from China to Hong Kong, we are exploring the development of a furniture online e-commerce platform. This platform is intended to provide consumers with a one-stop furniture shopping experience, integrating product selection, logistics, delivery, and furniture assembly services. According to Statista, the percentage of Hong Kong consumers choosing to shop online is projected to reach 84.1% by 2027. China already has a mature online furniture market, with 50% of consumers purchasing furniture online. We plan to offer a rich selection of furniture from the established China e-commerce market to Hong Kong consumers, with delivery and assembly handled by KSK and warehousing support from UWML.
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We are also evaluating opportunities to provide cross-border furniture delivery services for e-commerce players in mainland China, enabling them to deliver products cost-effectively to customers in Hong Kong. We believe that with our extensive experience in local furniture logistics and delivery, KSK can generate higher-margin contracts for storage, delivery, and assembly as a one-stop service. Leveraging existing e-commerce platforms allows us to reduce customer acquisition costs while accessing Hong Kong’s projected 84% online shopper market (Statista, 2027 forecast).
Due to near-term market volatility resulting from global trade uncertainties, we have deferred the launch of our previously planned e-commerce platform. However, we will retain the infrastructure and strategic planning completed to date, positioning ourselves to re-enter the market once conditions stabilize. We continue to view long-term growth opportunities in the e-commerce sector as significant for the Company.
Results of Operations.
Three Months Ended March 31, 2026, as compared to Three Months Ended March 31, 2025
The following table sets forth selected financial information from our statements of comprehensive income for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues, net | $ | 803,742 | $ | 641,023 | ||||
| Cost of revenues | (330,676 | ) | (319,004 | ) | ||||
| Gross profit | 473,066 | 322,019 | ||||||
| Operating expenses: | ||||||||
| General and administrative expenses | (353,100 | ) | (259,779 | ) | ||||
| Total operating expenses | (353,100 | ) | (259,779 | ) | ||||
| Income from operations | 119,966 | 62,240 | ||||||
| Interest income | 42 | 275 | ||||||
| Interest expense | (40,013 | ) | (47,115 | ) | ||||
| Gain on disposal of property and equipment | 5,166 | – | ||||||
| Income before income taxes | 85,161 | 15,400 | ||||||
| Income tax expense | (7,552 | ) | (8,423 | ) | ||||
| Net income | $ | 77,609 | $ | 6,977 | ||||
Revenues
The Company currently generates three sources of revenue:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Logistic service income | $ | 333,836 | $ | 288,770 | ||||
| Warehousing service income | 419,012 | 286,944 | ||||||
| Financial consulting income | 50,894 | 65,309 | ||||||
| $ | 803,742 | $ | 641,023 | |||||
All of our revenues are derived in Hong Kong.
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Revenues from logistic solution services to the customers, in which such local transportation, delivery and packaging services at the time the customers require packed products to be shipped by the Company to domestic destinations designed by the customers. The Company’s performance obligation has been satisfied when the products were delivered to the designated recipient and confirmed the completion with customer. Generally, the Company will reconcile the delivery order with customer monthly and recognized revenue after completion of monthly reconciliation. The Company will issue invoices to customers at each month end and usually provide the receivable in a credit term of 30 days.
Revenues from storage services at the designated warehouse facilities are recognized ratably over the term of the contract or arrangement, as the Company performs contractual obligations through continuous transfer of control to the customers, and they could simultaneously receive and consume the benefits of the Company’s performance as it occurs. The Company generally invoices customers monthly at the end of each month in arrear for services performed during the month. The performance obligation is satisfied when the services are performed. Warehousing contracts typically consist of ongoing storage service in a term of 1-6 years, subject to renewal option. The Company recognized revenue when the Company issued monthly invoices to customers.
The Company also provides financial consulting services to the customers and generally invoices customers when the performance obligation is satisfied. The duration of the service period is short, usually within 3 months. Transaction prices of financial consulting services to be rendered are typically based on contracted rates. The Company earns the fee arising from the facilitation of the placement of financing solutions with different credit institutions, which is recognized at a point in time when the service is completed and delivered to the customer. The Company recognized revenue when the Company issued invoices to customers after the performance obligation satisfied.
Revenues of $803,742 for the three months ended March 31, 2026, increased by $162,719 or 25% from $641,023 in the same period of 2025, which was mainly due to the increase in number of customers in rendering warehousing services. Revenues of $641,023 for the three months ended March 31, 2025 consisted mainly logistics and warehousing services,
For the three months ended March 31, 2026 and 2025, the individual customer who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at period-end dates, are presented as follows:
| Three months ended March 31, 2026 | March 31, 2026 | |||||||||||
| Major Customer | Revenues | Percentage of revenues | Accounts receivable | |||||||||
| Kwai Bon Transportation Limited | $ | 426,377 | 53.05% | $ | 192,826 | |||||||
| Lei Tat Trading (International) Limited | 167,561 | 20.85% | 3,949 | |||||||||
| Pro King International Warehouse Limited | 134,398 | 16.72% | – | |||||||||
| Total: | $ | 728,336 | 90.62% | $ | 196,775 | |||||||
| Three months ended March 31, 2025 | March 31, 2025 | |||||||||||
| Major Customer | Revenues | Percentage of revenues | Accounts receivable | |||||||||
| Kwai Bon Transportation Limited | $ | 193,329 | 30.16% | $ | – | |||||||
| Lei Tat Trading (International) Limited | 161,957 | 25.27% | – | |||||||||
| Pro King International Warehouse Limited | 134,964 | 21.05% | 44,993 | |||||||||
| Furniture Station Limited | 76,545 | 11.94% | 24,138 | |||||||||
| Total: | $ | 566,795 | 88.42% | $ | 69,131 | |||||||
These customers are located in Hong Kong.
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Cost of Revenues
Cost of revenues of $330,676 for the three months ended March 31, 2026, consisted primarily of the direct wages, telemarketing service charges, depreciation and amortization of right-of-use assets. Cost of revenues increased by $11,672, as compared to $319,004 in the same period of 2025, which was mainly due to the increase in depreciation and amortization of right-of-use assets. Cost of revenues of $319,004 for the three months ended March 31, 2025 consisted primarily of the direct wages for logistic service and depreciation and amortization of right-of-use assets.
For the three months ended March 31, 2026 and 2025, the individual vendor who accounted for 10% or more of the Company’s direct operating cost and its outstanding payable balances at period-end dates, are presented as follows:
| Three months ended March 31, 2026 | March 31, 2026 | |||||||||||
| Vendor | Cost of revenues | Percentage of cost of revenues | Expenses payable | |||||||||
| Ching Fung E-Commerce Logistics Limited | $ | 116,289 | 58.44% | $ | 42,918 | |||||||
| Chun Hing Logistics | 52,093 | 26.18% | 19,491 | |||||||||
| Chan Chun Yuen | 24,845 | 12.49% | – | |||||||||
| Total: | $ | 193,227 | 97.11% | $ | 62,409 | |||||||
| Three months ended March 31, 2025 | March 31, 2025 | |||||||||||
| Vendor | Cost of revenues | Percentage of cost of revenues | Expenses payable | |||||||||
| Ten Month Limited | $ | 82,862 | 25.98% | $ | 35,548 | |||||||
| Giant Winner Limited | 44,259 | 13.87% | – | |||||||||
| Total: | $ | 127,121 | 39.85% | $ | 35,548 | |||||||
These vendors are located in Hong Kong.
Gross Profit
We achieved a gross profit of $473,066 and $322,019 for the three months ended March 31, 2026 and 2025, respectively. The increase in gross profit is attributable to an increase in new business in rendering warehousing services.
Operating Expenses:
General and Administrative Expenses (“G&A”): General and administrative expenses of $353,100 and $259,779 for the three months ended March 31, 2026, and 2025, respectively. These expenses primarily include payroll, office operating costs, as well as professional fees.
Income Tax Expense
We incurred income tax expense of $7,552 and $8,423 during the three months ended March 31, 2026 and 2025, respectively.
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Liquidity and Capital Resources
Working Capital
As of March 31, 2026, we had cash and cash equivalents of $727,304, prepaid expenses and other current assets of $69,318 and accounts receivable, net of $249,540.
As of December 31, 2025, we had cash and cash equivalents of $762,322, prepaid expenses and other current assets of $19,311 and accounts receivable, net of $479,271.
As of March 31, 2026 and December 31, 2025, we had working capital deficit of $3,608,291 and $4,174,745, respectively.
Going Concern
Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders. Our sources of capital may include the sale of equity securities, which include common stock sold in private transactions, capital leases and short-term and long-term debts. While we believe that we will obtain external financing and the existing shareholders will continue to provide the additional cash to meet our obligations as they become due, there can be no assurance that we will be able to raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed below are adequate to support operations for at least the next 12 months.
We require additional funding to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. These unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.
We expect to incur marketing and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results. Additional funding may not be available on favorable terms, if at all. We intend to continue to fund its business by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse effect on our business, financial condition and results of operations.
If we cannot raise additional funds, we will have to cease business operations. As a result, our common stock investors would lose all of their investment.
Cash Flows
The following summarizes the key component of our cash flows for the three months ended March 31, 2026 and 2025:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities | $ | 374,329 | $ | 176,329 | ||||
| Net cash provided by (used in) investing activities | $ | 18,180 | $ | (231,570 | ) | |||
| Net cash (used in) provided financing activities | $ | (421,914 | ) | $ | 99,148 | |||
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Net Cash Provided by Operating Activities
For the three months ended December 31, 2026, net cash provided by operating activities was $374,329, which consisted primarily of net income of $77,609, adjusted for non-cash items of depreciation of property and equipment of $68,172, amortization of right-of-use assets of $40,060, imputed interest expenses on operating lease liabilities of $23,895, non-cash interest on earn-out payable of $40,013 and gain on disposal of property and equipment of $5,166, together with a decrease in accounts receivable of $229,731, an increase in accrued liabilities and other payables of $22,210 and an increase in income tax payable of $7,552, offset by a decrease in prepaid expenses and other current assets of $50,007, a decrease in accounts payable of $25,092 and a decrease in operating lease liabilities of $54,648.
For the three months ended March 31, 2025, net cash provided by operating activities was $176,329, which consisted primarily of net income of $6,977, adjusted for non-cash items of depreciation of property and equipment of $41,101, amortization of right-of-use assets of $29,926, non-cash interest on earn-out payable of $47,115 and imputed interest expenses on operating lease liabilities of $19,292, together with a decrease in prepaid expenses and other current assets of $12,879, an increase in accrued liabilities and other payables of $66,598, an increase in contract liabilities of $27,638 and an increase in income tax payable of $8,423, offset by an increase of accounts receivable of $16,928, a decrease of accounts payable of $23,503 and a decrease of operating lease liabilities of $43,189.
Net Cash Provided By (Used In) Investing Activities
For the three months ended March 31, 2026, net cash provided by investing activities of $18,180 which consisted primarily of $19,200 for proceeds from disposal of property and equipment, offset by $1,020 for purchase of property and equipment during the period.
For the three months ended March 31, 2025, net cash used in investing activities of $231,570 which consisted primarily of $2,761 for purchase of property and equipment and $288,809 for capital expenditure incurred during the period.
Net Cash (Used In) Provided by Financing Activities
For the three months ended March 31, 2026, net cash used in financing activities of $421,914, which consisted primarily of $790,568 repayment to our director and $43,456 repayment to our shareholder, offset by $350,000 proceeds from private placements, $34,933 advance from our shareholder and $27,177 advance from our director.
For the three months ended March 31, 2025, net cash provided by financing activities of $99,148 which consisted primarily of $67,099 advance from our shareholder and $32,049 advance from our director.
Material Cash Requirements
As of March 31, 2026, we had an accumulated deficit of $5,648,281. Our material cash requirements are highly dependent upon the additional financial support from our major shareholders in the next 12 - 18 months.
We are not party to any off-balance sheet transactions. We have no guarantees or obligations other than those which arise out of normal business operations.
Contractual Obligations and Commercial Commitments
On August 15, 2024, we, UWMC and eleven shareholders of UWMC entered into a Share Exchange Agreement (the “SEA”) pursuant to which the shareholders of UWMC agreed to transfer to us 4,000 shares of UWMC, constituting all of the issued and outstanding securities of UWMC, in exchange for 148,148,148 shares of our common stock (the “Acquisition Shares”). In addition to the Acquisition Shares, we agreed to make earnout payments in the aggregate amount of $5.5 million (collectively, the “Earn Out Payments”) upon UWMC’s achievement of certain net income performance milestones during each six-month period ending June 30 and December 31 (each, a “Performance Period”) for a total of nine Performance Periods. The Earn Out Payments will be payable in the form of interest free promissory notes and shared equally among Chan Sze Yu, Fong Hiu Ching and Young Chi Kin Eric, who are also our shareholders.
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As of March 31, 2026 and December 31, 2025, pursuant to the terms and calculations of the earnout provision, management has determined the final earnout of $2.5 million and $2.5 million, respectively, being vested pursuant to the agreement. As of March 31, 2026, the $2 million earnout amount has not been paid to these shareholders and recognized as “earn-out payable” on the unaudited condensed consolidated balance sheets.
Except as noted above, we had no other contractual obligations and material commercial commitments as of March 31, 2026.
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates have not changed since December 31, 2025. For a detailed description of the critical accounting policies and estimates of the Company, please refer to “Critical Accounting Policies and Estimates” included in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Annual Report on Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures.
Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the direction of our Chief Executive Officer and our Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that were effective as of March 31, 2026.
However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the period ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation, and to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.
Item 1A. Risk Factors
As a “smaller reporting company”, we are not required to provide the information required by this Item.
Item 2. Unregistered Sales 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
During the period ended March
31, 2026, no director or officer
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Item 6. Exhibits
_______________________
| * | Filed Herewith. |
| (1) | Incorporated by reference to the Exhibits to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 26, 2021. |
| (2) | Incorporated by reference to the Exhibits to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on December 14, 2021. |
| (3) | Incorporated by reference to the Exhibits to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2024. |
| (4) | Incorporated by reference to the Exhibits to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2024. |
| (5) | Incorporated by reference to the Exhibits to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 15, 2024. |
| (6) | Incorporated by reference to the Exhibit 99.1 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on September 21, 2023. |
| (7) | Incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on February 11, 2025. |
| (8) | Incorporated by reference to the Exhibits to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2024. |
| (9) | Incorporated by reference to the Exhibits to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 2025. |
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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.
| MARVION INC. | ||
| Date: May 14, 2026 | By: | /s/ Chan Sze Yu |
| Name: Chan Sze Yu | ||
| Title: Chief Executive Officer and Chief Financial Officer | ||
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