Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

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 June 30, 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 $3.0 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.

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, warehousing services and procurement service for material and supplies.

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:

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 six months ended June 30, 2026 and 2025:

		Six Months ended March 31,
Types of segments/revenue sources		2026				2025
Supply chain segment:
Logistic services		$	893,398			$	750,112
Warehousing services			688,374				668,640
Procurement income			173,257				-
			1,755,029				1,418,752
Financial segment:
Financial consulting services			102,142				112,039
		$	1,857,171			$	1,530,791

The following table summarizes revenue from contracts with customers, disaggregated by revenue source and the related segments, for the three months ended June 30, 2026 and 2025:

		Three Months ended March 31,
Types of segments/revenue sources		2026				2025
Supply chain segment:
Logistic services		$	474,386			$	461,342
Warehousing services			354,538				381,696
Procurement income			173,257				-
			1,002,181				843,038
Financial segment:
Financial consulting services			51,248				46,730
		$	1,053,429			$	889,768

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 as opportunities permit 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.

Procurement income

During the second quarter of 2026, PEL launched a new line of procurement service to support the sourcing and delivery of certain materials and supplies. In order to further strengthen and expand MVNC's business development, PEL will explore more potential sourcing businesses in future.

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 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 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.

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. We believe that leveraging existing e-commerce platforms will allow 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 June 30, 2026, as compared to Three Months Ended June 30, 2025

The following table sets forth selected financial information from our statements of comprehensive income for the three months ended June 30, 2026 and 2025:

		Three Months Ended June 30,
		2026				2025
Revenues, net		$	1,053,429			$	889,768
Cost of revenues			(508,617	)			(583,878	)
Gross profit			544,812				305,890
Operating expenses:
General and administrative expenses			(378,254	)			(282,700	)
Total operating expenses			(378,254	)			(282,700	)
Income from operations			166,558				23,190
Interest income			40				199
Interest expense			(40,602	)			(76,873	)
Gain on disposal of property and equipment			(15	)			-
Gain on debt extinguishment			-				170,000
Income before income taxes			125,981				116,516
Income tax expense			(28,699	)			(8,715	)
Net income		$	97,282			$	107,801

Revenues

The Company currently generates four sources of revenue:

		Three Months Ended June 30,
		2026				2025
Logistic service income		$	474,386			$	461,342
Warehousing service income			354,538				381,696
Procurement income			173,257				-
Financial consulting income			51,248				46,730
		$	1,053,429			$	889,768

All of our revenues are derived in Hong Kong.

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 been 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.

In addition, the Company typically enters into purchase orders with its customers where the rights of the parties, including payment terms, are identified and sales prices to the customers are fixed with no separate sales rebate, discount, or other incentive and no right of return exists on sales of merchandise. The Company's performance obligation is to deliver products according to contract specifications. The Company recognizes gross product revenue at a point in time when the control of products or services is transferred to customers.

Revenues of $1,053,429 for the three months ended June 30, 2026, increased by $163,661 or 18% from $889,768 in the same period of 2025, which was mainly due to new trading business started on April 2026. Revenues of $889,768 for the three months ended March 31, 2025 mainly consisted logistics and warehousing services.

For the three months ended June 30, 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 June 30, 2026								June 30, 2026
Major Customer		Revenues				Percentage of revenues				Accounts receivable
Kwai Bon Transportation Limited		$	387,681				36.80%			$	181,860
Lei Tat Trading (International) Limited			168,838				16.03%				3,360
Pro King International Warehouse Limited			146,579				13.91%				57,173
Total:		$	703,098				66.74%			$	242,393

		Three months ended June 30, 2025								June 30, 2025
Major Customer		Revenues				Percentage of revenues				Accounts receivable
Kwai Bon Transportation Limited		$	537,390				60.40%			$	330,520
Lei Tat Trading (International) Limited			161,453				18.15%				26,753
Pro King International Warehouse Limited			121,622				13.67%				89,176
Total:		$	820,465				92.22%			$	446,449

These customers are located in Hong Kong.

Cost of Revenues

Cost of revenues of $508,617 for the three months ended June 30, 2026, consisted primarily of the direct wages, telemarketing service charges, depreciation, amortization of right-of-use assets and delivery charges. Cost of revenues decreased by $75,261, as compared to $583,878 in the same period of 2025, which was mainly due to the decrease in direct operating costs in logistics services. Cost of revenues of $583,878 for the three months ended June 30, 2025, consisted primarily of the direct wages, telemarketing service charges, depreciation and amortization of right-of-use assets.

For the three months ended June 30, 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 June 30, 2026								June 30, 2026
Vendor		Cost of revenues				Percentage of cost of revenues				Accounts payable
Mutual Trust Electrical Engineering Company		$	162,395				31.93%			$	59,534
Ching Fung E-Commerce Logistics Limited			139,659				27.46%				27,710
Giant Winner Limited			58,452				11.49%				-
Total:		$	360,506				70.88%			$	87,244

		Three months ended June 30, 2025								June 30, 2025
Vendor		Cost of revenues				Percentage of cost of revenues				Accounts payable
Ching Fung E-Commerce Logistics Limited		$	258,427				44.41%			$	71,453
Ten Month Limited			129,725				22.29%				42,979
Total:		$	388,152				66.70%			$	114,432

These vendors are located in Hong Kong.

Gross Profit

We achieved a gross profit of $544,812 and $305,890 for the three months ended June 30, 2026 and 2025, respectively. The increase in gross profit is attributable to an increase in rendering trading, logistics and warehousing services.

Operating Expenses:

General and Administrative Expenses ("G&A"): General and administrative expenses of $378,254 and $282,700 for the three months ended June 30, 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 $28,699 and $8,715 during the three months ended June 30, 2026 and 2025, respectively.

Six Months Ended June 30, 2026, as compared to Six Months Ended June 30, 2025

The following table sets forth selected financial information from our statements of comprehensive income for the six months ended June 30, 2026 and 2025:

		Six Months Ended June 30,
		2026				2025
Revenues, net		$	1,857,171			$	1,530,791
Cost of revenues			(839,293	)			(902,882	)
Gross profit			1,017,878				627,909
Operating expenses:
General and administrative expenses			(731,354	)			(542,479	)
Total operating expenses			(731,354	)			(542,479	)
Income from operations			286,524				85,430
Interest income			82				474,
Interest expense			(80,615	)			(123,988	)
Gain on disposal of property and equipment			5,151				-
Gain on debt extinguishment			-				170,000
Income before income taxes			211,142				131,916
Income tax expense			(36,251	)			(17,138	)
Net income		$	174,891			$	114,778

Revenues

The Company currently generates four types of revenue:

		Six Months Ended June 30,
		2026				2025
Logistic service income		$	893,398			$	750,112
Warehousing service income			688,374				668,640
Procurement income			173,257				-
Financial consulting income			102,142				112,039
		$	1,857,171			$	1,530,791

All of our revenues are derived in Hong Kong.

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 been 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.

In addition, the Company typically enters into purchase orders with its customers where the rights of the parties, including payment terms, are identified and sales prices to the customers are fixed with no separate sales rebate, discount, or other incentive and no right of return exists on sales of merchandise. The Company's performance obligation is to deliver products according to contract specifications. The Company recognizes gross product revenue at a point in time when the control of products or services is transferred to customers.

Revenues of $1,857,171 for the six months ended June 30, 2026, increased by $326,380 or 21% from $1,530,791 in the same period of 2025, which was mainly due to new trading business started on April 2026. Revenues of $1,530,791 for the six months ended June 30, 2025, consisted mainly logistics and warehousing services.

For the six months ended June 30, 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:

		Six months ended June 30, 2026								June 30, 2026
Major Customer		Revenues				Percentage of revenues				Accounts receivable
Kwai Bon Transportation Limited		$	814,596				43.86%			$	181,860
Lei Tat Trading (International) Limited			335,934				18.09%				3,360
Pro King International Warehouse Limited			280,605				15.11%				57,173
Total:		$	1,431,135				77.06%			$	242,393

		Six months ended June 30, 2025								June 30, 2025
Major Customer		Revenues				Percentage of revenues				Accounts receivable
Kwai Bon Transportation Limited		$	730,719				47.73%			$	330,520
Lei Tat Trading (International) Limited			323,410				21.13%				26,753
Pro King International Warehouse Limited			256,586				16.76%				89,176
Total:		$	1,310,715				85.62%			$	446,449

These customers are located in Hong Kong.

Cost of Revenues

Cost of revenues of $839,293 for the six months ended June 30, 2026, consisted primarily of the direct wages, telemarketing service charges, depreciation, amortization of right-of-use assets and delivery charges. Cost of revenues decreased by $63,589, as compared to $902,882 in the same period of 2025, which was mainly due to the decrease in direct operating costs in logistics services. Cost of revenues of $902,882 for the six months ended June 30, 2025, consisted primarily of the direct wages, telemarketing service charges, depreciation and amortization of right-of-use assets.

For the six months ended June 30, 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:

		Six months ended June 30, 2026								June 30, 2026
Vendor		Cost of revenues				Percentage of cost of revenues				Accounts payable
Mutual Trust Electrical Engineering Company		$	162,395				19.35%			$	59,534
Ching Fung E-Commerce Logistics Limited			255,946				30.50%				27,710
Giant Winner Limited			117,749				14.03%				-
Total:		$	536,090				63.88%			$	87,244

		Six months ended June 30, 2025								June 30, 2025
Vendor		Cost of revenues				Percentage of cost of revenues				Accounts payable
Ching Fung E-Commerce Logistics Limited		$	269,475				29.85%			$	71,453
Ten Month Limited			212,587				23.55%				42,979
Total:		$	482,062				53.40%			$	114,432

These vendors are located in Hong Kong.

Gross Profit

We achieved a gross profit of $1,017,878 and $627,909 for the six months ended June 30, 2026 and 2025, respectively. The increase in gross profit is attributable to an increase in rendering trading, logistics and warehousing services.

Operating Expenses:

General and Administrative Expenses ("G&A"): General and administrative expenses of $731,354 and $542,479 for the six months ended June 30, 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 $28,699 and $17,138 during the six months ended June 30, 2026 and 2025, respectively.

Liquidity and Capital Resources

Working Capital

As of June 30, 2026, we had cash and cash equivalents of $669,547, prepaid expenses and other current assets of $63,639 and accounts receivable, net of $300,772.

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 June 30, 2026 and December 31, 2025, we had working capital deficit of $3,892,731 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 six months ended June 30, 2026 and 2025:

		Six Months Ended June 30,
		2026				2025
Net cash provided by operating activities		$	512,412			$	122,894
Net cash provided by (used in) investing activities			18,180				(669,849	)
Net cash (used in) provided by financing activities		$	(617,506	)		$	465,471

Net Cash Provided by Operating Activities

For the six months ended June 30, 2026, net cash provided by operating activities was $512,412, which consisted primarily of net income of $174,891, adjusted for non-cash items of depreciation of property and equipment of $136,038, amortization of right-of-use assets of $79,898, imputed interest expenses on operating lease liabilities of $47,226, non-cash interest on earn-out payable of $80,615, together with a decrease in accounts receivable of $178,499, an increase in accounts payable of $11,229 and an increase in income tax payable of $36,251, offset by adjusted for non-cash item of gain on disposal of property and equipment of $5,151, together with an increase in prepaid expenses and other current assets of $44,328, decrease in accrued liabilities and other payables of $73,461 and a decrease in operating lease liabilities of $109,295.

For the six months ended June 30, 2025, net cash provided by operating activities was $122,894, which consisted primarily of net income of $114,778, adjusted for non-cash items of depreciation for property and equipment of $98,886, amortization of right-of-use assets of $59,758, imputed interest expenses on operating lease liabilities of $38,179, non-cash interest on earn-out payable of $118,942, together with a decrease in prepaid expenses and other current assets of $8,208, an increase in accrued liabilities and other payables of $64,621, an increase in accounts payable of $35,828 and an increase in income tax payable of $16,824, offset by adjusted for non-cash item of gain on debt extinguishment of $170,000, together with an increase of account receivables of $176,753 and a decrease of lease liabilities of $86,377.

Net Cash Provided By (Used In) Investing Activities

For the six months ended June 30, 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 six months ended June 30, 2025, net cash used in investing activities of $669,849 which consisted primarily of $669,849 for purchase of property and equipment during the period.

Net Cash (Used In) Provided by Financing Activities

For the six months ended June 30, 2026, net cash used in financing activities of $617,506, which consisted primarily of $936,756 repayment to our director and $237,111 repayment to our shareholder, offset by $350,000 proceeds from private placements, $142,157 advance from our shareholder and $64,204 advance from our director.

For the six months ended June 30, 2025, net cash provided by financing activities of $465,471 which consisted primarily of $163,026 advance from our shareholder, $420,228 advance from our director, offset by $32,995 repayment to our shareholder and $84,788 repayment to our director.

Material Cash Requirements

As of June 30, 2026, we had an accumulated deficit of $5,550,999. 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.

As of June 30, 2026 and December 31, 2025, pursuant to the terms and calculations of the earnout provision, management has determined the final earnout of $3.0 million and $2.5 million, respectively, being vested pursuant to the agreement. As of June 30, 2026, the $2.5 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 June 30, 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.