United KSK Corporation

11/12/2026 | Press release | Distributed by Public on 11/12/2026 10:30

Quarterly Report for Quarter Ending September 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 7.

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 United KSK Corporation and its consolidated subsidiaries, as "UKSK," "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

United KSK Corporation was incorporated in the State of Nevada on March 6, 2008, under the name Bonanza Goldfields Corp. On January 17, 2023, the Company changed its name to Marvion Inc. Effective on October 13, 2026, the Company changed its name to United KSK Corporation. The Company and its subsidiaries are hereinafter referred to as (the "Company"). United KSK Corporation 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 United KSK Corporation, the Nevada holding company.

On August 15, 2024, the Company and United Warehouse Management Corp., a British Virgin Islands 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, the Company 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 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 September 30, 2026, pursuant to the terms and calculations of the earnout provision, United KSK Corporation'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 149,925 shares of the Company's common stock. We expect to settle the remaining balance with additional issuances of the Company's common stock in the near future.

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.

Effective on October 13, 2026, the Company effectuated the following corporate actions:

1. Amended the Company's Restated Articles of Incorporation, as amended and, as filed with the Nevada Secretary of State (the "Articles of Incorporation") to effect a 1-for-100 reverse stock split of our issued and outstanding Common Stock (the "Reverse Stock Split");

2. Amended the Company's Articles of Incorporation to decrease the Company's authorized capital from 300,000,000,000 shares, consisting of 270,000,000,000 shares of common stock, par value $0.0001, and 30,000,000,000 shares of preferred stock, par value $0.0001, to 1,000,000,000 shares, consisting of 970,000,000 shares of common stock, par value $0.0001 per share, and 30,000,000 shares of preferred stock, par value $0.0001 per share;

3. Amended the Company's Articles of Incorporation to change the Company's name to United KSK Corporation and changed its symbol to "UKSK"; and

4. Adopted the United KSK Corporation 2026 Stock Incentive Plan (the "2026 Plan"), covering 590,000 shares of the Company's common stock.

The foregoing description of the 2026 Plan is not complete and is qualified in its entirety by reference to the complete text of the 2026 Plan, which is incorporated herein by reference and attached hereto as Exhibit 10.13.

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 logistic 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 970,000,000 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 99.81% and 0.02%, respectively, of our voting power on matters submitted to a vote of the shareholders, as calculated on a fully diluted basis. 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 nine months ended September 30, 2026 and 2025:

Nine months ended September 30,
Types of segments/revenue sources 2026 2025
Supply chain segment:
Logistic services $ 1,382,470 $ 1,212,610
Warehousing services 1,077,511 1,093,710
Procurement income 321,168 -
2,781,149 2,306,320
Financial segment:
Financial consulting services 197,243 172,575
$ 2,978,392 $ 2,478,895

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

Three Months ended September 30,
Types of segments/revenue sources 2026 2025
Supply chain segment:
Logistic services $ 489,072 $ 462,498
Warehousing services 389,137 425,070
Procurement income 147,911 -
1,026,120 887,568
Financial segment:
Financial consulting services 95,101 60,536
$ 1,121,221 $ 948,104

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 material and supplies. In order to further strengthen and expand UKSK'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 UKSK'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 September 30, 2026, as compared to Three Months Ended September 30, 2025

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

Three Months Ended September 30,
2026 2025
Revenues, net $ 1,121,221 $ 948,104
Cost of revenues (559,826 ) (556,744 )
Gross profit 561,395 391,360
Operating expenses:
General and administrative expenses (797,890 ) (327,884 )
Total operating expenses (797,890 ) (327,884 )
(Loss) income from operations (236,495 ) 63,476
Interest income 17 118
Interest expense (33,823 ) (45,977 )
(Loss) income before income taxes (270,301 ) 17,617
Income tax expense 2,968 (12,519 )
Net (loss) income $ (267,333 ) $ 5,098

Revenues

The Company currently generates four sources of revenue:

Three Months Ended September 30,
2026 2025
Logistic service income $ 489,072 $ 462,498
Warehousing service income 389,137 425,070
Procurement income 147,911 -
Financial consulting income 95,101 60,536
$ 1,121,221 $ 948,104

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 had 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 $1,121,221 for the three months ended September 30, 2026, increased by $173,117 or 18% from $948,104 in the same period of 2025, which was mainly due to new trading business started on April 2026. Revenues of $948,104 for the three months ended September 30, 2025, consisted mainly logistics and warehousing services.

For the three months ended September 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
September 30, 2026
September 30,
2026
Major Customer Revenues Percentage
of revenues
Accounts
receivable
Kwai Bon Transportation Limited $ 398,045 35.51% $ 210,759
Lei Tat Trading (International) Limited 169,826 15.15% 6,394
Pro King International Warehouse Limited 166,622 14.87% 44,608
Total: $ 734,493 65.53% $ 261,761
Three months ended
September 30, 2025
September 30,
2025
Major Customer Revenues Percentage
of revenues
Accounts
receivable
Kwai Bon Transportation Limited $ 549,553 57.96% $ 329,478
Lei Tat Trading (International) Limited 163,653 17.26% 29,558
Pro King International Warehouse Limited 134,257 14.16% 89,959
Total: $ 847,463 89.38% $ 448,995

These customers are located in Hong Kong.

Cost of Revenues

Cost of revenues of $559,826 for the three months ended September 30, 2026, consisted primarily of the direct wages, telemarketing service charges, depreciation, amortization of right-of-use assets and delivery charges. Cost of revenues increased by $3,082, as compared to $556,744 in the same period of 2025, which was mainly due to the decrease in direct operating costs in logistic services. Cost of revenues of $556,744 for the three months ended September 30, 2025, consisted primarily of the direct wages, telemarketing service charges, depreciation and amortization of right-of-use assets.

For the three months ended September 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
September 30, 2026
September 30,
2026
Vendor Cost of revenues Percentage of
cost of revenues
Accounts
payable
8M Limited $ 101,022 18.05% $ 42,490
Ching Fung E-Commerce Logistics Limited 77,207 13.79% 17,427
Speedy Transportation Company 70,788 12.64% 37,695
Hing Shing Logistics Limited 68,391 12.22% 39,160
Giant Winner Limited 58,166 10.39% -
Total: $ 375,574 67.09% $ 136,772
Three months ended
September 30, 2025
September 30,
2025
Vendor Cost of revenues Percentage of
cost of revenues
Accounts
payable
Ching Fung E-Commerce Logistics Limited $ 200,985 36.10% $ 71,453
Ten Month Limited 103,783 18.64% 42,979
Total: $ 304,768 54.74% $ 114,432

These vendors are located in Hong Kong.

Gross Profit

We achieved a gross profit of $561,395 and $391,360 for the three months ended September 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 $797,890 and $327,884 for the three months ended September 30, 2026, and 2025, respectively. These expenses primarily include payroll, office operating costs, consultancy fee, as well as professional fees.

Income Tax Income (Expense)

We incurred income tax benefit of $2,968 and income tax expenses of $12,519 during the three months ended September 30, 2026 and 2025, respectively.

Nine months Ended September 30, 2026, as compared to Nine months Ended September 30, 2025

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

Nine months Ended September 30,
2026 2025
Revenues, net $ 2,978,392 $ 2,478,895
Cost of revenues (1,399,119 ) (1,459,626 )
Gross profit 1,579,273 1,019,269
Operating expenses:
General and administrative expenses (1,529,244 ) (870,363 )
Total operating expenses (1,529,244 ) (870,363 )
(Loss) income from operations 50,029 148,906
Interest income 99 592
Interest expense (114,438 ) (169,965 )
Gain on disposal of property and equipment 5,151 -
Gain on debt extinguishment - 170,000
(Loss) income before income taxes (59,159 ) 149,533
Income tax expense (33,283 ) (29,657 )
Net (loss) income $ (92,442 ) $ 119,876

Revenues

The Company currently generates four types of revenue:

Nine months Ended September 30,
2026 2025
Logistic service income $ 1,382,470 $ 1,212,610
Warehousing service income 1,077,511 1,093,710
Procurement income 321,168 -
Financial consulting income 197,243 172,575
$ 2,978,392 $ 2,478,895

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 had 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 $2,978,392 for the nine months ended September 30, 2026, increased by $499,497 or 20% from $2,478,895 in the same period of 2025, which was mainly due to new trading business started on April 2026. Revenues of $2,478,895 for the nine months ended September 30, 2025, consisted mainly logistics and warehousing services.

For the nine months ended September 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:

Nine months ended
September 30, 2026
September 30,
2026
Major Customer Revenues Percentage
of revenues
Accounts
receivable
Kwai Bon Transportation Limited $ 1,213,564 40.75% $ 210,759
Lei Tat Trading (International) Limited 505,432 16.97% 6,394
Pro King International Warehouse Limited 446,953 15.01% 44,608
Total: $ 2,165,949 72.72% $ 261,761
Nine months ended
September 30, 2025
September 30,
2025
Major Customer Revenues Percentage
of revenues
Accounts
receivable
Kwai Bon Transportation Limited $ 1,280,272 51.65% $ 329,478
Lei Tat Trading (International) Limited 487,063 19.65% 29,558
Pro King International Warehouse Limited 390,843 15.77% 89,959
Total: $ 2,158,178 87.07% $ 448,995

These customers are located in Hong Kong.

Cost of Revenues

Cost of revenues of $1,399,119 for the nine months ended September 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 $60,507 or 4% as compared to $1,459,626 in the same period of 2025, which was mainly due to the decrease in direct operating costs in logistic services. Cost of revenues of $1,459,626 for the nine months ended September 30, 2025, consisted primarily of the direct wages, telemarketing service charges, depreciation and amortization of right-of-use assets.

For the nine months ended September 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:

Nine months ended
September 30, 2026
September 30,
2026
Vendor Cost of revenues Percentage of
cost of revenues
Accounts
payable
Ching Fung E-Commerce Logistics Limited $ 332,986 23.80% $ 13,058
Mutual Trust Electrical Engineering Company 203,137 14.52% -
Giant Winner Limited 175,882 12.57% -
Total: $ 712,005 50.88% $ 13,058
Nine months ended
September 30, 2025
September 30,
2025
Vendor Cost of revenues Percentage of
cost of revenues
Accounts
payable
Ching Fung E-Commerce Logistics Limited $ 470,460 32.23% $ 78,922
Ten Month Limited 316,370 21.67% 31,102
Total: $ 786,830 53.90% $ 110,024

These vendors are located in Hong Kong.

Gross Profit

We achieved a gross profit of $1,579,273 and $1,019,269 for the nine months ended September 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 $1,529,244 and $870,363 for the nine months ended September 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 $33,283 and $29,657 during the nine months ended September 30, 2026 and 2025, respectively.

Liquidity and Capital Resources

Working Capital

As of September 30, 2026, we had cash and cash equivalents of $490,555, prepaid expenses and other current assets of $43,810 and accounts receivable, net of $380,624.

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 September 30, 2026 and December 31, 2025, we had working capital deficit of $4,057,782 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 nine months ended September 30, 2026 and 2025:

Nine months Ended September 30,
2026 2025
Net cash provided by operating activities $ 651,686 $ 99,343
Net cash provided by (used in) investing activities 13,096 (826,413 )
Net cash (used in) provided by financing activities $ (930,866 ) $ 788,965

Net Cash Provided by Operating Activities

For the nine months ended September 30, 2026, net cash provided by operating activities was $651,686, which consisted primarily of net loss of $92,442, adjusted for non-cash items of depreciation of property and equipment of $203,953, amortization of right-of-use assets of $119,730, imputed interest expenses on operating lease liabilities of $70,118, non-cash interest on earn-out payable of $114,438, together with a decrease in accounts receivable of $98,647, an increase in accounts payable of $81,695 and an increase in income tax payable of $33,283, 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 $24,499, increase in accrued liabilities and other payables of $215,857 and a decrease in operating lease liabilities of $163,943.

For the nine months ended September 30, 2025, net cash provided by operating activities was $99,343, which consisted primarily of net income of $119,876, an increase in accrued liabilities and other payables of $14,368, an increase in accounts payable of $26,557, an increase in income tax payable of $29,701 and adjusted for non-cash items of depreciation for property and equipment of $164,547, amortization of right-of-use assets of $89,524, interest expenses on promissory notes payable of $164,965 and interest expenses on lease liabilities of $56,675, offset by an increase of account receivables, net of $255,899, an increase in prepaid expenses and other current assets of $2,542, a decrease of operating lease liabilities of $138,429 and adjusted for non-cash items of gain on debt extinguishment of $170,000.

Net Cash Provided By (Used In) Investing Activities

For the nine months ended September 30, 2026, net cash provided by investing activities of $13,096 which consisted primarily of $19,200 for proceeds from disposal of property and equipment, offset by $6,104 for purchase of property and equipment during the period.

For the nine months ended September 30, 2025, net cash used in investing activities of $826,413 represents purchase of property and equipment during the period.

Net Cash (Used In) Provided by Financing Activities

For the nine months ended September 30, 2026, net cash used in financing activities of $930,866, which consisted primarily of $1,333,961 repayment to our director and $300,765 repayment to our shareholder, offset by $350,000 proceeds from private placements, $187,488 advance from our shareholder and $166,372 advance from our director.

For the nine months ended September 30, 2025, net cash provided by financing activities of $788,965 which consisted primarily of $503,094 advance from the Company's shareholder, $561,315 advance from the Company's director, $125,654 repayment to the shareholder and $149,790 repayment to the director.

All advances are interest-free and repayable on demand.

Material Cash Requirements

As of September 30, 2026, we had an accumulated losses of $5,818,332. 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 1,481,482 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 September 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 September 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 September 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 September 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.

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