Filed 2026-03-31 · Period ending 2025-12-31 · 64,208 words · SEC EDGAR
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# Marvion Inc. (MVNC) — 10-K **Filed:** 2026-03-31 **Period ending:** 2025-12-31 **Accession:** 0001683168-26-002484 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1439264/000168316826002484/) **Origin leaf:** 6b41b6a288b80f79b4d1bae2bfc365e79c753723eb181f81c856ba9853dc1968 **Words:** 64,208 --- **Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION** **WASHINGTON, D.C. 20549** **FORM 10-K** ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended **December 31, 2025** OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: **000-53612** **** **MARVION INC.** (Exact name of registrant as specified in its charter) | nevada | | 26-2723015 | | | (State or other jurisdiction of | | (I.R.S. Employer | | | incorporation or organization) | | Identification No.) | | **Unit B, 15/F, Teda Building,** **** **87 Wing Lok Street,** **** **Sheung Wan,** **** **Hong Kong** 0000 (Address of principal executive offices and zip code) Registrants telephone number, including area code: **+ 852-21114437** **** Securities registered pursuant to Section 12(b) of the Act: None | Title of each class | Name of each exchange on which registered | | | N/A | N/A | | Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value Title of each class Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No 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. Yes No 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). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or any 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 | | | Non-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 has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. YesNo If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date. | Common Stock | | Outstanding at March 31, 2026 | | | Common Stock, $0.0001 par value per share | | 390,024,555 shares | | The aggregate market value of the 340,397,342 shares of Common Stock of the registrant held by non-affiliates on June 30, 2025 was $5,023,342, the last business day of the registrants second quarter, computed by reference to the closing price reported by the Over-the-Counter Bulletin Board on that date is $0.0173. **DOCUMENTS INCORPORATED BY REFERENCE: None** **** | | | | | **** **TABLE OF CONTENTS** | | | Page | | | Part I | | | | | Item 1 | Description of Business | 1 | | | Item 1A | Risk Factors | 18 | | | Item 1B | Unresolved Staff Comments | 31 | | | Item 1C | Cybersecurity | 31 | | | Item 2 | Properties | 32 | | | Item 3 | Legal Proceedings | 32 | | | Item 4 | Mine Safety Disclosures | 32 | | | | | | | | Part II | | | | | Item 5 | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 33 | | | Item 6 | Reserved | 35 | | | Item 7 | Managements Discussion and Analysis of Financial Condition and Results of Operation | 35 | | | Item 7A | Quantitative and Qualitative Disclosures about Market Risk | 42 | | | Item 8 | Financial Statements and Supplementary Data | 42 | | | Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 44 | | | Item 9A | Controls and Procedures | 44 | | | Item 9B | Other Information | 45 | | | Item 9C | Disclosure Regarding Foreign Jurisdictions That Prevent Inspections | 45 | | | | | | | | Part III | | | | | Item 10 | Directors and Executive Officers and Corporate Governance | 46 | | | Item 11 | Executive Compensation | 47 | | | Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 51 | | | Item 13 | Certain Relationships and Related Transactions, and Director Independence | 57 | | | Item 14 | Principal Accounting Fees and Services | 58 | | | | | | | | Part IV | | | | | Item 15 | Exhibits, Financial Statement Schedules | 59 | | | Item 16 | Form 10-K Summary | 60 | | | | | | | | Signatures | | 61 | | | | i | | | **** **INTRODUCTORY COMMENT** Marvion Inc. is a Nevada holding company and does not conduct substantial operating activities directly. Our business operations are conducted through our wholly owned subsidiaries located in Hong Kong and the British Virgin Islands. Investors who purchase shares of our common stock are purchasing equity interests in Marvion Inc., the Nevada holding company, rather than direct equity interests in our operating subsidiaries. As a holding company, our ability to fund operations, meet our financial obligations, and support our business growth depends on the receipt of dividends, distributions, or other transfers of funds from our subsidiaries. Such transfers may be subject to applicable laws and regulations in Hong Kong and the British Virgin Islands. 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 this Annual Report. Marvion Inc. and our Hong Kong subsidiaries are not currently required to obtain permission or approval from the China Securities Regulatory Commission (CSRC), the Cyberspace Administration of China (CAC), or any other authorities of the Peoples Republic of China (PRC) in order to conduct our business operations or to offer 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 Companys 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. | | ii | | | The business operations of our subsidiaries are currently not subject to cybersecurity review by the Cyberspace Administration of China (CAC). This is primarily because (i) our operations do not involve the collection or processing of data from one million or more individual online users, and (ii) we do not maintain a large volume of personal information in the course of our business operations. In addition, we are not currently subject to merger control review by Chinas anti-monopoly enforcement authorities, as our revenue levels do not meet the applicable regulatory thresholds. Furthermore, we do not presently intend to propose or implement any acquisition of control of, or decisive influence over, any company with revenues within the Peoples Republic of China exceeding Renminbi (RMB) 400 million. As of the date of this Annual Report, the regulatory developments described above have not had a material impact on our business operations, our ability to accept foreign investment, or our ability to seek or maintain listings of our securities on U.S. or other foreign securities exchanges. 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 PCAOBs 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 auditors 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 herein. 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. | | | | iii | | | | | | 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 Chinas extension of its authority into Hong Kong, the Chinese government can change Hong Kongs 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. | | | | iv | | | | | | 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.* **** | | v | | | **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. | | vi | | | 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.**** | | vii | | | **CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS** **** This Annual Report on Form 10-K 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 Form 10-K including, without limitation, statements in the Market Overview and Managements Discussion and Analysis of Financial Condition and Results of Operations regarding the Companys 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. Consequently, all of the forward-looking statements made in this Form 10-K 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. **** **** **** **** | | viii | | | **** **PART I** **ITEM 1. DESCRIPTION OF BUSINESS.** **Summary** Marvion Inc. f/k/a Bonanza Goldfields Corp. 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 September 12, 2024, Marvin consummated the acquisition of UWMC. UWMC is engaged in the business of logistics and warehousing services covering Hong Kong local market needs. It operates and its customers are primarily located in Hong Kong. As a result of the acquisition of UWMC, Marion became engaged in the business of logistics and warehousing services. UWMCs 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. | | 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 roofs 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 for the Group, while also reducing our carbon footprint in the community. We began receiving revenue under this agreement in the amount of HKD150,000 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 Service Partnership Agreement, which is incorporated herein by reference and attached hereto as Exhibit 10.11. *Logistics.* KSK was founded by our Director and CEO, Mr. Chan Sze Yu, who has extensive experience and established relationships within the furnishing and appliance industry. Mr. Chan identified the opportunity to provide specialized logistics services for the furnishing and appliance industry, leveraging his expertise to ensure that packages are handled with care and delivered without damage. KSK has been operating with a stable customer base, including larger clients such as Furniture Station, Asis-Express Logistics Holdings Limited (HKEX: 8620.HK), and Federal Express (NYSE: FDX). KSK provides last-mile package delivery services through a team of 18 employees and five 5.5-ton trucks that travel across various districts in Hong Kong. KSKs client base primarily consists of corporate customers, with approximately 90% of business coming from Asis-Express Logistics Limited, which mainly services SF Expresss e-commerce logistics in Hong Kong, and approximately 10% from other industries. Since KSKs customers are commercial businesses, public marketing is not required. At present, most of the business relationships are developed and maintained directly by the team of Mr. Chan. KSKs logistics operations are conducted from UWMLs warehouses in Hong Kong, and KSK may, from time to time, collaborate with UWML to provide a one-stop integrated logistics and warehousing service to its customers. | | 1 | | | The lifecycle of a typical delivery is briefly described below. Work flow of a typical delivery Step 1: Product Pickup from Warehouse. Our courier team collects products directly from our warehouse once a delivery order is received. Unless the customer chooses a pay-at-arrival service, the courier team collects the delivery service fee at the time of pickup. Each product is assigned a unique tracking number and corresponding barcode through its waybill. The waybills, together with our automated systems, allow us to monitor the status of each individual product throughout the entire pickup, sorting, and delivery process. Step 2: Product Sorting and Transportation. Upon collection from the warehouse, products are sorted, repacked if necessary, and prepared for delivery to the designated recipients. Barcodes on each waybill are scanned at every stage to ensure comprehensive tracking and control of the products during the delivery process. Step 3: Product Delivery to Customer. Products are then delivered to the recipients by our network delivery team. Once the recipient signs or confirm the waybill to confirm receipt, the service cycle is considered complete, and the delivery service fee is settled on our network payment settlement system. Pricing determination Pricing of our services is based on our operating costs, the specific service requested, fees assessed by our network partners, market conditions and competition. We participate in a fee-sharing arrangement in which the pickup and delivery outlets share the delivery service fees of each delivery order. When we utilize our network partners for deliveries, a portion of the services fees, or network transit fees, is allocated to the network partners for express delivery services. Typically, the fee consists of a fixed amount per waybill attached to each product and a variable amount based on parcel weight and delivery route. Historically, delivery service fees charged by our network partners have experienced declines, in part due to market competition. Based on market conditions and our cost base, we may periodically evaluate and adjust our service pricing. We leverage our subcontractor network to manage costs and generate service fees. Prior to initiating deliveries through our network partners, our system enables us to compare and select the most competitive pricing for warehouse pickups and last-mile deliveries. This arrangement allows us to control per-product costs effectively. Because our network is transparent, our delivery subcontractors can directly connect with other member logistic service providers. We facilitate these connections by providing information and guidance on the valuation of the transferred business, with active participation by both parties. Given the competitive nature of our market, we believe our success depends upon the reliability and quality of our services as well as effective cost management. We strive to maintain high-quality services and achieve customer satisfaction. To this end, we have established systems and procedures to standardize service and enforce quality control over the services provided by us and our network partners. We continuously monitor and seek to improve a series of key service quality indicators, including delivery delay rate, complaint rate, and damaged parcel rate. Furthermore, we believe that our focus on the cable and data equipment industry provides a competitive advantage, enabling us to deliver value-added services tailored to the specific needs of our customers. | | 2 | | | *Warehousing and Distribution Services*. UWML began its warehousing business in 2023 and is integrated with KSKs logistics operations to provide a one-stop logistic and warehousing service solution. Its objective is to develop specialized warehousing services, such as cold storage and warehousing for special purposes. While we currently focus on customers in the cable and data equipment industry, our target customers are business clients requiring larger storage areas with longer term commitments. UWML operates one warehousing facility in Yuen Long, Hong Kong, comprising 33,000 sq. ft. of cold storage and 76,000 sq. ft. of general warehousing space, staffed by four dedicated employees. The facility is situated on a 140,000 sq. ft. parcel of land under a six-year lease, with an option to extend for an additional twelve years on mutually acceptable terms. UWML is permitted to construct additional warehousing facilities on this parcel as needed. UWMLs existing cold storage and warehousing facilities are fully utilized by its current customers. Additional facilities have been progressively constructed to meet growing customer demand: | | 37,000 sq. ft. warehouse facility, operational as of September 30, 2024; | | | | 17,000 sq. ft. per floor with two-floor warehouse facility, operational as of April 1, 2025; | | | | 5,000 sq. ft. warehouse facility, operational as of January 1, 2026; | | | | Open-air 5,000 sq. ft. warehouse with three frozen containers, operational as of February 1, 2026. | | Our strategy is to continue expanding warehousing facilities incrementally as new customer needs arise, enabling construction costs to be managed according to a planned investment schedule. Through warehousing and distribution services, we believe that UWML plays a significant role in our customers supply chain post-arrival of international shipments into Hong Kong. By providing inventory management, order fulfillment, and related services, our customers can benefit from cost savings in space, equipment, and labor through economies of scale. Our warehousing and distribution services include: | | | Transloading of cargo from incoming containers to trucks for delivery; | | | | | Pick and pack services; | | | | | Quality control services under customer instructions; | | | | | Kitting; | | | | | Storage; | | | | | Inventory management; and | | | | | Delivery services, including e-commerce fulfillment services. | | Our warehousing and distribution customer base includes freight customers with warehousing and distribution needs as well as customers who are exclusively warehousing and distribution service users. Such customers are in a variety of industries, including footwear, apparel, giftware, and home appliances. We bill customers under three broad categories storage, transloading (with quick turnaround and no storage) and other warehouse services listed above. The location of our existing warehouse, within 19 miles of the Port of Hong Kong and 37 miles from Hong Kong Airport, is an important factor for our customers. Racking as well as bulk storage space availability enables us to handle a variety of customer requirements. In recent years, severe congestion at the terminals serving the Port of Hong Kong has increased the demand for transloading as well as short-term storage services at warehouses such as ours that are within a 50-mile radius of the port. | | 3 | | | *Business Consulting Services* PEL provides business consultation services to corporate clients and maintains a team of three dedicated employees. Prior to its integration with Marvion Inc., PEL primarily focused on financial advisory and client consulting. Following the integration, PEL actively supports KSK and UWML in developing business opportunities, including client acquisition, capital sourcing, and partnerships for operational collaboration. Over the coming year, PEL plans to expand its network and bring additional strategic partners into the Marvion Inc. group. Through PELs business advisory services, we maintain a robust network of business contacts and customer relationships, supplemented by referrals from KSK and PEL clients. Given that our target customers are primarily corporate clients seeking long-term service agreements and larger storage spaces, we have determined that direct engagement and relationship-based sales are the most effective methods to approach and secure potential customers. *Future Plans* Logistics. KSKs 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 UWMLs 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 MVNCs 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. | | 4 | | | 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. Leveraging existing e-commerce platforms allows us to reduce customer acquisition costs while accessing Hong Kongs 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. *Major Customers* For the years ended December 31, 2025, and 2024, the individual customer who accounted for 10% or more of the Companys revenues and its outstanding receivable balances at period-end dates, are presented as follows: | | | Year ended December 31, 2025 | | December 31, 2025 | | | Customer | | Revenues | | Percentage of revenues | | Accounts receivable | | | Customer A (Kwai Bon Transportation Limited) | | $ | 1,856,065 | | | | 53.34% | | | $ | 297,882 | | | | Customer B (Lei Tat Trading (International) Limited) | | $ | 651,666 | | | | 18.77% | | | $ | | | | | Customer C (Pro King International Warehouse Limited) | | $ | 558,147 | | | | 16.08% | | | $ | 109,338 | | | | | 5 | | | | | | Year ended December 31, 2024 | | | December 31, 2024 | | | | Customer | | Revenues | | | Percentage of revenues | | | Accounts receivable | | | | Customer C (Pro King International Warehouse Limited) | | $ | 551,200 | | | | 35.70% | | | $ | 58,037 | | | | Customer B (Furniture Station Limited) | | $ | 457,112 | | | | 29.60% | | | $ | 70,720 | | | Our group revenue as of December 31, 2025 is recorded at $3,471,329, with a net income of $345,083, as compared to a revenue of $1,544,108 with a net loss of $733,633 as of 31 December 2024. The group maintains a net cash balance of $762,322 as of December 31, 2025, as compared to $322,426 as of December 31, 2024. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions to our executive officers or existing shareholders, capital leases and short-term and long-term debts. We expect to finance future acquisitions through a combination of these. While we believe that existing shareholders and our officers and directors will continue to provide the additional cash to make acquisitions and to meet our obligations as they become due or that we will obtain external financing, 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. Our corporate organization chart is below: **** **** **** **** **** **** | | 6 | | | **** 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, based on the beneficial ownership of our common stock, as of March 3, 2026, 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 holders 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. We do not intend to utilize controlled company exemptions. Young Chi Kin Eric holds 10,000,000 shares of the Companys 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 reported a net income of $345,083 and a net loss of $733,663 for the years ended December 31, 2025 and 2024, respectively. We had current assets of $1,260,904 and current liabilities of $5,435,649 as of December 31, 2025. As of December 31, 2024, our current assets and current liabilities were $651,399 and $4,822,588, respectively. The financial statements for the years ended December 31, 2025 and 2024 have been prepared assuming that we will continue as a 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 in the past have included the sale of equity securities, which include common stock sold in private transactions and short-term and long-term debt. 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, or to effect service of process on the officers and directors managing the foreign subsidiaries. **Corporate History** We were incorporated under the laws of the State of Nevada on March 6, 2008, under the name Bonanza Goldfields Corp. Since inception, we acquired mineral rights to mining properties in the United States and explored for minerals. The Company filed a registration statement on Form S-1 on July 11, 2008, which became effective on September 12, 2008. Thereafter, the Company filed periodic reports with the Securities and Exchange Commission until it filed a Form 15 terminating its registration and otherwise suspending its duty to file reports on February 9, 2017. On March 15, 2017, the Company began posting periodic reports on the OTC Markets website under the alternative reporting standard. | | 7 | | | On August 27, 2021, Ms. Bauman and her affiliated entities sold to Lee Ying Chiu Herbert 11,823,000 shares of the Companys common stock, 10,000,000 shares of the Companys Series A Preferred Stock, 337,000 shares of the Companys Series B Preferred Stock and 1 share of the Companys Series C Preferred Stock for aggregate consideration of Three Hundred Eighty Thousand Dollars ($380,000). In connection with the sale of Ms. Bauman and her affiliated entities securities, Ms. Bauman resigned from all of her positions with the Company and appointed Chan Man Chung to serve as Chief Executive Officer, Chief Financial Officer, Secretary and Director and Lee Ying Chiu Herbert and Tan Tee Soo as directors of the Company. It is our understanding that the purchaser is not a U.S. Person within the meaning of Regulations S. Accordingly, the shares are being sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, Regulation D and Regulation S promulgated thereunder. *Acquisition of Marvion Holdings Limited, Our Management Advisory Services and DOT Solution Services Business* On October 18, 2021, we acquired all of the issued and outstanding shares of Marvion Holdings Limited (hereafter referred to as, Marvion), a British Virgin Islands limited liability company, from Lee Ying Chiu Herbert, our director and controlling shareholder, and So Han Meng Julian, a shareholder of Marvion, in exchange for 139,686,481,453 shares of our issued and outstanding common stock, all in accordance with the terms of that certain Share Exchange Agreement and Confirmation. The Company has issued 1,217,764,822 shares of common stock and will increase the authorized share to issue the remaining 138,468,716,631 shares of its common stock. In connection with the acquisition, So Han Meng Julian was appointed to serve as the Chief Executive Officer of Marvion Private Limited and Marvion Studios Limited, and a director of the Company. 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 Companys securities to the shareholders of Marvion. The foregoing descriptions of the Share Exchange Agreement and the Confirmation are not complete and are qualified in their entirety by reference to the complete text of the Share Exchange Agreement and Confirmation, which are incorporated herein by reference and attached hereto as Exhibits 10.5 and 10.6. Prior to the acquisition, the Company was considered as a shell company due to its nominal assets and limited operation. Upon the acquisition, Marvion will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, Marvion is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of Marvion after the acquisition date. Marvion was the legal acquiree but is deemed to be the accounting acquirer. The Company, on the other hand, was the legal acquirer but is deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer. Historical stockholders equity of the accounting acquirer prior to the 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 Companys consolidated financial statements include the assets and liabilities, the operations and cash flow of the accounting acquirer. *Name Change and Increase in Authorized Capital* On January 10, 2022, the board of directors of Marvion Inc. f/k/a Bonanza Goldfields Corp. and certain stockholders holding a majority of the voting rights of our common stock approved by written consent in lieu of a special meeting the taking of all steps necessary to effect the following actions (collectively, the Corporate Actions): 1. Amend the Companys Articles of Incorporation filed with the Nevada Secretary of State (the Articles of Incorporation) to change the Companys name to Marvion Inc.; and 2. Amend the Articles of Incorporation to increase the Companys authorized capital from 2,000,000,000 to 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. | | 8 | | | The Articles of Incorporation was amended on January 17, 2023, to effect the Corporate Actions. *Reverse Stock Split* Effective April 23, 2024, the Company effectuated a reverse stock split whereby each three thousand (3,000) shares of Common Stock issued and outstanding prior to the effective time were combined and converted into one (1) shares of Common Stock. *Acquisition of UWMC* On August 15, 2024, Marvion Inc., a Nevada corporation (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 148,148,150 shares of common stock of the Company, par value $0.0001 per share (the Acquisition Shares), as set forth below: | Stockholder | Number of Shares of Common Stock of UWMC Held | Number of Shares of Common Stock of UWMC To Be Selling | Number of Shares of Common Stock of MVNC To Be Issuing | | | Pang Wai Kwong | 320 | 320 | 11,851,852 | | | Lee Kwok Chuen | 320 | 320 | 11,851,852 | | | Lau Siu Mee | 320 | 320 | 11,851,852 | | | Ho Kai Ki Decky | 320 | 320 | 11,851,852 | | | Lau Kam Wai | 320 | 320 | 11,851,852 | | | Kam Tsz Ching | 320 | 320 | 11,851,852 | | | Chan Wing Man | 320 | 320 | 11,851,852 | | | Chan Wan Man | 320 | 320 | 11,851,852 | | | Chan Sze Yu | 480 | 480 | 17,777,778 | | | Fong Hiu Ching | 480 | 480 | 17,777,778 | | | Young Chi Kin Eric | 480 | 480 | 17,777,778 | | | | | | | | | TOTAL | 4000 | 4000 | 148,148,150 | | 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 UWMCs 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 the 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. | | 9 | | | As of December 31, 2025, pursuant to the terms and calculations of the earnout provision, Marvions management determined that the existing major shareholders of UWMC were entitled to receive aggregate Earn Out Payments of $2.5million, of which $0.5 million were settled through the issuance of 14,992,504 shares of the Companys common stock. During the years ended December 31, 2025 and 2024, the Company issued the following convertible notes: | | | | | | | As of December 31, | | | | | | | | | 2025 | | 2024 | | | | | Issue date | | Maturity date | | | | | | | | | | | Convertible note A | | August 1, 2023 | | December 31, 2024 | | | | | | | 5,000 | | | | Convertible note B | | August 8, 2023 | | December 31, 2024 | | | | | | | 5,000 | | | | Convertible note C | | November 11, 2023 | | December 31, 2024 | | | | | | | 160,000 | | | | | | | | | | | | | | | 170,000 | | | The Company issued convertible notes to seven third parties, the proceeds of which were used for operations. Convertible note A and B carried interest at 5% per annum. The convertible notes are convertible to shares of the Companys common stock after 6 months of issuance unless such shares are covered by a resale registration statement. The conversion rate is determined at $0.02 per share.These convertible notes were due on December 31, 2024. At the date of filing, the note holders unconditionally agreed and irrevocably waived all rights to convert the note into the Companys common stock, demand repayment of the Notes principal or accrued interest and enforce any registration rights or other claims under the agreement. 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 Companys 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. **** **INTELLECTUAL PROPERTY AND PATENTS** We rely on, trade secrets, copyrights, know-how, trademarks, license agreements and contractual provisions to establish our intellectual property rights and protect the any future company or product brand. These legal means, however, afford only limited protection and may not adequately protect our rights. Litigation may be necessary in the future to enforce our intellectual property rights, protect our trade secrets or determine the validity and scope of the proprietary rights of others. Litigation could result in substantial costs and diversion of resources and management attention. Any unauthorized disclosure or use of our intellectual property could increase our costs and harm our operating results. The laws of Hong Kong and the PRC may not protect our brand and intellectual property to the same extent as U.S. laws, if at all. We may be unable to fully protect our intellectual property rights in our country. Further, companies in the internet, social media technology and other industries may own large numbers of patents, copyrights and trademarks and may frequently request license agreements, threaten litigation or file suit against us based on allegations of infringement or other violations of their intellectual property rights. We intend to seek the widest possible protection for significant product and process developments in our major markets through a combination of trade secrets, trademarks, copyrights and patents, if applicable. We anticipate that the form of protection will vary depending upon the level of protection afforded by the particular jurisdiction. We expect that our revenue will be derived principally from our operations in the PRC and Hong Kong where intellectual property protection may be more limited and difficult to enforce. In such instances, we may seek protection of our intellectual property through measures taken to increase the confidentiality of our findings. | | 10 | | | We intend to register trademarks as a means of protecting the brand names of our companies and products. We intend to protect our trademarks against infringement and also seek protection of registered design and product patents. We rely on trade secrets and unpatentable know-how that we seek to protect, in part, by confidentiality agreements. We expect that, where applicable, we will require our employees to execute confidentiality agreements upon the commencement of employment with us. We expect these agreements to provide that all confidential information developed or made known to the individual during the course of the individuals relationship with us is to be kept confidential and not disclosed to third parties except in specific limited circumstances. The agreements will also provide that all inventions conceived by the individual while rendering services to us shall be assigned to us as the exclusive property of the Company. There can be no assurance, however, that all persons who we desire to sign such agreements will sign, or if they do, that these agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets or unpatentable know-how will not otherwise become known or be independently developed by competitors. **** **COMPETITION.** The warehousing and logistics industry in Hong Kongis fragmented and relatively competitive. Competition is based primarily on factors such as price, product availability, speed and accuracy of delivery, effectiveness of sales and marketing programs, ability to tailor specific solutions to customer needs, quality and breadth of product lines and services, and availability of technical and product information. Certain of the Companys current and potential competitors have significantly greater financial, technical, marketing, and other resources than the Company and may be able to respond more quickly to new or emerging technologies and changes in customer requirements. Additional competition could result in price reductions, reduced margins, and loss of market share by the Company. There can be no assurance that the Company will be able to compete successfully against current and future competitors or that future competitive pressures will not materially and adversely affect its business, financial condition, and results of operations. We compete against small local companies as well as larger regional players such as SF Express and Cainiao from China and international companies such as Kerry Express. Our primary risk stems from intense competition in a fragmented market, leading to sustained pricing pressure and reduced margins, especially as operational costs (labor, fuel) rise and technological investment becomes critical to meet escalating customer demands for speed and visibility, potentially impacting our ability to maintain profitability and invest in necessary automation for long-term competitiveness. We believe that our ability to compete effectively for customers depends upon many factors, including pricing, the quality and variety of services offered and our strong, long term relationships with our existing customers. **EMPLOYEES.** We are currently operating with 23 full-time employees. Our directors and officers are located in Hong Kong. We have the following full-time employees located in Hong Kong as set forth below: | Executive officers | | | 1 | | | | Operational Management | | | 4 | | | | Business Development | | | 15 | | | | Total | | | 20 | | | We are required to contribute to the Mandatory Provident Fund (MPF) for all eligible employees in Hong Kong between the ages of eighteen and sixty-five. We are required to contribute a specified percentage of the participants income based on their ages and wage level. For the years ended December 31, 2025 and 2024, the MPF contributions by us were $13,565 and $6,703, respectively. We have not experienced any significant labor disputes or any difficulties in recruiting staff for our operations. | | 11 | | | None of our employees in Hong Kong are members of a trade union. We believe that we maintain good relationships with our employees and have not experienced any strikes or shutdowns and have not been involved in any labor disputes. Marvion Inc. is a Nevada holding corporation with operating businesses located in Hong Kong. We also have a subsidiary incorporated under the laws of the British Virgin Islands. As such, the parent holding company, Marvion Inc. is subject to the laws and regulations of the United States of America while our operating businesses are subject to the laws and regulations of Hong Kong, as applicable, including labor, occupational safety and health, contracts, tort and intellectual property laws. Furthermore, we need to comply with the rules and regulations of Hong Kong governing the data usage and regular terms of service applicable to our potential customers or clients. As the information of our potential customers or clients are preserved in Hong Kong, we need to comply with the Hong Kong Personal Data (Privacy) Ordinance. If PRC authorities reinterpret PRC laws to apply to Hong Kong companies, we may become subject to the laws and regulations of China governing businesses in general, including labor, occupational safety and health, contracts, tort and intellectual property. We may also become subject to foreign exchange regulations that might limit our ability to convert foreign currency into Renminbi, acquire any other PRC companies, establish VIEs in the PRC, or make dividend payments from any future WFOEs to us. *Hong Kong* UWMCs operations in Hong Kong are subject to the laws and regulations of Hong Kong governing businesses concerning, in particular labor, occupational safety and health, contracts, tort and intellectual property. Furthermore, we need to comply with the rules and regulations of Hong Kong governing the data usage and regular terms of service applicable to our potential customers or clients. As the information of our potential customers or clients is preserved in Hong Kong, we need to comply with the Hong Kong Personal Data (Privacy) Ordinance. *China* UWMC is also subject to the laws and regulations of China governing foreign exchange regulations which limit our ability to convert foreign currency into Renminbi, acquire PRC companies, or make dividend payments to UWMC. PRC Regulations on Tax *Enterprise Income Tax* TheEIT Law was promulgated by the Standing Committee of the National Peoples Congress on March16, 2007 and became effective on January1, 2008, and was later amended on February24, 2017. TheImplementation Rules of the EIT Law (the Implementation Rules) were promulgated by the State Council on December6, 2007 and became effective on January1, 2008. According to the EIT Law and the Implementation Rules, enterprises are divided into resident enterprises and non-resident enterprises. Resident enterprises shall pay enterprise income tax on their incomes obtained in and outside the PRC at the rate of 25%. Non-resident enterprises setting up institutions in the PRC shall pay enterprise income tax on the incomes obtained by such institutions in and outside the PRC at the rate of 25%. Non-resident enterprises with no institutions in the PRC, and non-resident enterprises whose incomes having no substantial connection with their institutions in the PRC, shall pay enterprise income tax on their incomes obtained in the PRC at a reduced rate of 10%. The Arrangement between the PRC and Hong Kong Special Administrative Region for the Avoidance of Double Taxation the Prevention of Fiscal Evasion with respect to Taxes on Income (the Arrangement) was promulgated by the State Administration of Taxation (SAT) on August21, 2006 and came into effect on December8, 2006. According to the Arrangement, a company incorporated in Hong Kong will be subject to withholding tax at the lower rate of 5% on dividends it receives from a company incorporated in the PRC if it holds a 25% interest or more in the PRC company. The Notice on the Understanding and Identification of the Beneficial Owners in the Tax Treaty(the Notice) was promulgated by SAT and became effective on October27, 2009. According to the Notice, a beneficial ownership analysis will be used based on a substance-over-form principle to determine whether or not to grant tax treaty benefits. | | 12 | | | In April2009, the Ministry of Finance, or MOF, and SAT jointly issued the Notice on Issues Concerning Process of Enterprise Income Tax in Enterprise Restructuring Business, or Circular 59. In December2009, SAT issued the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or Circular698. Both Circular59 and Circular698 became effective retroactively as of January2008. In February2011, SAT issued the Notice on Several Issues Regarding the Income Tax of Non-PRC Resident Enterprises, or SAT Circular24, effective April2011. By promulgating and implementing these circulars, the PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of equity interests in a PRC resident enterprise by a non-resident enterprise. Under Circular 698, where a non-resident enterprise conducts an indirect transfer by transferring the equity interests of a PRC resident enterprise indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, may be subject to PRC enterprise income tax, if the indirect transfer is considered to be an abusive use of company structure without reasonable commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at a rate of up to 10%. Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction. In February 2015, the SAT issued Circular 7 to replace the rules relating to indirect transfers in Circular 698. Circular 7 has introduced a new tax regime that is significantly different from that under Circular 698. Circular 7 extends its tax jurisdiction to not only indirect transfers set forth under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate holding company. In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the transfer) of the taxable assets. Where a non-resident enterprise conducts an indirect transfer by transferring the taxable assets indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being the transferor, or the transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority such indirect transfer. Using a substance over form principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. On October17, 2017, the SAT issued a Notice Concerning Withholding Income Tax of Non-Resident Enterprise, or SAT Notice No.37, which abolishes Circular698 andcertain provisions of Circular 7. SAT Notice No.37 reduces the burden of the withholding obligator, such as revocation of contract filing requirements and tax liquidation procedures, strengthens the cooperation of tax authorities in different places, and clarifies the calculation of tax payable and mechanism of foreign exchange. *Value-added Tax* Pursuant to the Provisional Regulations on Value-added Tax of the PRC, or the VAT Regulations, which were promulgated by the State Council on December 13, 1993, took effect on January 1, 1994, and were amended on November 10, 2008, February 6, 2016, and November 19, 2017, respectively, and the Rules for the Implementation of the Provisional Regulations on Value-added Tax of the PRC, which were promulgated by the MOF on December 25, 1993, and were amended on December 15, 2008, and October 28, 2011, respectively, entities and individuals that sell goods or labor services of processing, repair or replacement, sell services, intangible assets, or immovables, or import goods within the territory of the Peoples Republic of China are taxpayers of value-added tax.The VAT rate is 17% for taxpayers selling goods, labor services, or tangible movable property leasing services or importing goods, except otherwise specified; 11% for taxpayers selling services of transportation, postal, basic telecommunications, construction and lease of immovable, selling immovable, transferring land use rights, selling and importing other specified goods including fertilizers; 6% for taxpayers selling services or intangible assets. | | 13 | | | According to the Notice on the Adjustment to the Value-added Tax Rates issued by the SAT and the MOF on April 4, 2018, where taxpayers make VAT taxable sales or import goods, the applicable tax rates shall be adjusted from 17% to 16% and from 11% to 10%, respectively. Subsequently, the Notice on Policies for Deepening Reform of Value-added Tax was issued by the SAT, the MOF and the General Administration of Customs on March 30, 2019 and took effective on April 1, 2019, which further adjusted the applicable tax rate for taxpayers making VAT taxable sales or importing goods. The applicable tax rates shall be adjusted from 16% to 13% and from 10% to 9%, respectively. *Dividend Withholding Tax* The EIT Law provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident investors that do not have an establishment or place of business in the PRC, or that have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC. *PRC Laws and Regulations on Employment and Social Welfare* *Labor Law of the PRC* Pursuant to the Labor Law of the PRC, which was promulgated by the Standing Committee of the NPC on July5, 1994 with an effective date of January1, 1995 and was last amended on August27, 2009 and the Labor Contract Law of the PRC, which was promulgated on June29, 2007, became effective on January1, 2008 and was last amended on December28, 2012, with the amendments coming into effect on July 1, 2013, enterprises and institutions shall ensure the safety and hygiene of a workplace, strictly comply with applicable rules and standards on workplace safety and hygiene in China, and educate employees on such rules and standards. Furthermore, employers and employees shall enter into written employment contracts to establish their employment relationships. Employers are required to inform their employees about their job responsibilities, working conditions, occupational hazards, remuneration and other matters with which the employees may be concerned. Employers shall pay remuneration to employees on time and in full accordance with the commitments set forth in their employment contracts and with the relevant PRC laws and regulations. *Social Insurance and Housing Fund* Pursuant to theSocial Insurance Law of the PRC, which was promulgated by the Standing Committee of the NPC on October28, 2010 and became effective on July1, 2011, employers in the PRC shall provide their employees with welfare schemes covering basic pension insurance, basic medical insurance, unemployment insurance, maternity insurance, and occupational injury insurance. Our Hong Kong subsidiary has not deposited the social insurance fees in full for all the employees in compliance with the relevant regulations. We may be ordered by the social security premium collection agency to make or supplement contributions within a stipulated period, and shall be subject to a late payment fine computed from the due date at the rate of 0.05% per day; where payment is not made within the stipulated period, the relevant administrative authorities shall impose a fine ranging from one to three times the amount of the amount in arrears. In accordance with theRegulations on Management of Housing Provident Fund, which were promulgated by the State Council on April3, 1999 and last amended on March24, 2002, employers must register at the designated administrative centers and open bank accounts for depositing employees housing funds. Employers and employees are also required to pay and deposit housing funds, with an amount no less than 5% of the monthly average salary of the employee in the preceding year in full and on time. UWMC and its subsidiaries has not registered at the designated administrative centers nor opened bank accounts for depositing employees housing funds. It also has not deposited employees housing funds. UWMC may be ordered by the housing provident fund management center to complete the registration formalities, open bank accounts, make the payment and deposit within a prescribed time limit if it becomes subject to PRC laws. Failing to register or open bank accounts at the expiration of the time limit could result in fines of not less than RMB10,000 nor more than RMB50,000. And an application may be made to a peoples court for compulsory enforcement if payment and deposit has not been made after the expiration of the time limit. | | 14 | | | *PRC Regulations Relating to Foreign Exchange* *General Administration of Foreign Exchange* The principal regulation governing foreign currency exchange in the PRC is theAdministrative Regulations of the PRC on Foreign Exchange(the Foreign Exchange Regulations), which were promulgated on January29, 1996, became effective on April1, 1996 and were last amended on August5, 2008. Under these rules, RMB is generally freely convertible for payments of current account items, such as trade- and service-related foreign exchange transactions and dividend payments, but not freely convertible for capital account items, such as capital transfer, direct investment, investment in securities, derivative products or loans unless prior approval by competent authorities for the administration of foreign exchange is obtained. Under the Foreign Exchange Regulations, foreign-invested enterprises in the PRC may purchase foreign exchange without the approval of SAFE to pay dividends by providing certain evidentiary documents, including board resolutions, tax certificates, or for trade and services related foreign exchange transactions, by providing commercial documents evidencing such transactions. *Circular No. 37 and Circular No. 13* Circular 37 was released by SAFE on July4, 2014 and abolished Circular 75 which had been in effect since November1, 2005. Pursuant to Circular 37, a PRC resident should apply to SAFE for foreign exchange registration of overseas investments before it makes any capital contribution to a special purpose vehicle, or SPV, using his or her legitimate domestic or offshore assets or interests. SPVs are offshore enterprises directly established or indirectly controlled by domestic residents for the purpose of investment and financing by utilizing domestic or offshore assets or interests they legally hold. Following any significant change in a registered offshore SPV, such as capital increase, reduction, equity transfer or swap, consolidation or division involving domestic resident individuals, the domestic individuals shall amend the registration with SAFE. Where an SPV intends to repatriate funds raised after completion of offshore financing to the PRC, it shallcomply with relevant PRC regulations on foreign investment and foreign debt management. A foreign-invested enterprise established through return investment shall complete relevant foreign exchange registration formalities in accordance with the prevailing foreign exchange administration regulations on foreign direct investment and truthfully disclose information on the actual controller of its shareholders. If any shareholder who is a PRC resident (as determined by the Circular No. 37) holds any interest in an offshore SPV and fails to fulfil the required foreign exchange registration with the local SAFE branches, the PRC subsidiaries of that offshore SPV may be prohibited from distributing their profits and dividends to their offshore parent company or from carrying out other subsequent cross-border foreign exchange activities. The offshore SPV may also be restricted in its ability to contribute additional capital to its PRC subsidiaries. Where a domestic resident fails to complete relevant foreign exchange registration as required, fails to truthfully disclose information on the actual controller of the enterprise involved in the return investment or otherwise makes false statements, the foreign exchange control authority may order them to take remedial actions, issue a warning, and impose a fine of less than RMB 300,000 on an institution or less than RMB 50,000 on an individual. Circular 13 was issued by SAFE on February13, 2015, and became effective on June1, 2015. Pursuant to Circular 13, a domestic resident who makes a capital contribution to an SPV using his or her legitimate domestic or offshore assets or interests is no longer required to apply to SAFE for foreign exchange registration of his or her overseas investments. Instead, he or she shall register with a bank in the place where the assets or interests of the domestic enterprise in which he or she has interests are located if the domestic resident individually seeks to make a capital contribution to the SPV using his or her legitimate domestic assets or interests; or he or she shall register with a local bank at his or her permanent residence if the domestic resident individually seeks to make a capital contribution to the SPV using his or her legitimate offshore assets or interests. We cannot assure that our PRC beneficial shareholders have completed registrations in accordance with Circular 37. | | 15 | | | *Circular 19 and Circular 16* ** Circular 19 was promulgated by SAFE on March30, 2015, and became effective on June1, 2015. According to Circular 19, the foreign exchange capital in the capital account of foreign-invested enterprises, meaning the monetary contribution confirmed by the foreign exchange authorities or the monetary contribution registered for account entry through banks, shall be granted the benefits of Discretional Foreign Exchange Settlement (Discretional Foreign Exchange Settlement). With Discretional Foreign Exchange Settlement, foreign capital in the capital account of a foreign-invested enterprise for which the rights and interests of monetary contribution have been confirmed by the local foreign exchange bureau, or for which book-entry registration of monetary contribution has been completed by the bank, can be settled at the bank based on the actual operational needs of the foreign-invested enterprise. The allowed Discretional Foreign Exchange Settlementpercentage of the foreign capital of a foreign-invested enterprise has been temporarily set to be 100%. The Renminbi converted from the foreign capital will be kept in a designated account and if a foreign-invested enterprise needs to make any further payment from such account, it will still need to provide supporting documents and to complete the review process with its bank. Furthermore, Circular 19 stipulates that foreign-invested enterprises shall make bona fide use of their capital for their own needs within their business scopes. The capital of a foreign-invested enterprise and the Renminbi it obtained from foreign exchange settlement shall not be used for the following purposes: | | | directly or indirectly used for expenses beyond its business scope or prohibited by relevant laws or regulations; | | | | | directly or indirectly used for investment in securities unless otherwise provided by relevant laws or regulations; | | | | | directly or indirectly used for entrusted loan in Renminbi (unless within its permitted scope of business), repayment of inter-company loans (including advances by a third party) or repayment of bank loans in Renminbi that have been sub-lent to a third party; or | | | | | directly or indirectly used for expenses related to the purchase of real estate that is not for self-use (except for foreign-invested real estate enterprises). | | Circular 16 was issued by SAFE on June9, 2016. Pursuant to Circular 16, enterprises registered in the PRC may also convert their foreign debts from foreign currency to RMB on a self-discretionary basis. Circular 16 provides an integrated standard for conversion of foreign exchange capital items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis applicable to all enterprises registered in the PRC. Circular 16 reiterates the principle that an enterprises Renminbi capital converted from foreign currency-denominated capital may not be directly or indirectly used for purposes beyond its business scope or purposes prohibited by PRC laws or regulations, and such converted Renminbi capital shall not be provided as loans to non-affiliated entities. PRC subsidiaries' distributions to their offshore parents are required to comply with the requirements as described above. *PRC Share Option Rules* Under the Administration Measures on Individual Foreign Exchange Control issued by the PBOC on December 25, 2006, all foreign exchange matters involved in employee share ownership plans and share option plans in which PRC citizens participate require approval from SAFE or its authorized branch. Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In addition, under the Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating in Share Incentive Plans of Overseas Publicly-Listed Companies, or the Share Option Rules, issued by SAFE on February 15, 2012, PRC residents who are granted shares or share options by companies listed on overseas stock exchanges under share incentive plans are required to (i) register with SAFE or its local branches, (ii) retain a qualified PRC agent, which may be a PRC subsidiary of the overseas listed company or another qualified institution selected by the PRC subsidiary, to conduct the SAFE registration and other procedures with respect to the share incentive plans on behalf of the participants, and (iii) retain an overseas institution to handle matters in connection with their exercise of share options, purchase and sale of shares or interests and funds transfers. | | 16 | | | *PRC Regulation of Dividend Distributions* The principal laws, rules and regulations governing dividend distributions by foreign-invested enterprises in the PRC are the Company Law of the PRC, as amended, the Wholly Foreign-owned Enterprise Law and its implementation regulations, the Chinese-foreign Cooperative Joint Venture Law and its implementation regulations, and the Chinese-foreign Equity Joint Venture Law and its implementation regulations. Under these laws, rules and regulations, foreign-invested enterprises may pay dividends only out of their accumulated profit, if any, as determined in accordance with PRC accounting standards and regulations. Both PRC domestic companies and wholly-foreign owned PRC enterprises are required to set aside a general reserve of at least 10% of their after-tax profit, until the cumulative amount of such reserve reaches 50% of their registered capital. A PRC company is not permitted to distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year. **INSURANCE** We maintain insurance policies that we consider to be in line with market practice and adequate for our business. We currently maintain insurance for adverse events in clinical trials as we estimate the risk exposure to be minimal. We currently do not maintain product liability insurance or key person insurance. **CORPORATE INFORMATION** Our corporate and executive office is located at Unit B, 15/F, Teda Building, 87 Wing Lok Street, Sheung Wan, Hong Kong, telephone number +852-21114437. **NEAR-TERM REQUIREMENTS FOR ADDITIONAL CAPITAL** We believe that we will require approximately $1.5 million over the next 12 months and an additional $1.5 million for the twelve months following to implement our business plan. For the immediate future, we intend to finance our business expansion efforts through loans and investments from existing shareholders, financial institutions and investors. **Available Information** **** Access to all of our Securities and Exchange Commission (SEC) filings, including our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), is provided, free of charge, on our website (www.luduson.com) as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. Transfer Online Inc. is located at 512 SE Salmon Street, Portland Oregon 97214, telephone number (503) 227-2950, facsimile (503) 227-6874, serves as our stock transfer agent. **** **** **** **** **** | | 17 | | | **ITEM 1A. Risk Factors.** **** *An investment in our securities involves a high degree of risk. You should consider carefully the following information about these risks, together with the other information contained in this prospectus before making an investment decision. Our business, prospects, financial condition, and results of operations may be materially and adversely affected as a result of any of the following risks. The value of our securities could decline as a result of any of these risks. You could lose all or part of your investment in our securities. Some of the statements in Risk Factors are forward looking statements.* **Risks Related to the Business** **** **We are dependent on centralized functions.** **** The Company currently distributes products in Hong Kong and through Asia from six warehouses located in Hong Kong and manages most of its operations through a single information system based Hong Kong. Repair, replacement, or relocation of such centralized functions could be costly or untimely. Although the Company has business interruption insurance, an uninsurable loss from electrical or telephone failure, fire or other casualty, or other disruption could have a material adverse effect on the Companys business, financial condition, and results of operations. The Companys use of single warehouses to serve its Asian markets also makes the Company more vulnerable to dramatic changes in freight rates than a competitor with multiple, geographically dispersed warehouse sites. Losses in excess of insurance coverage, an uninsurable loss, or changes in freight rates could have a material adverse effect on the Companys business, financial condition, and results of operations. **** **Our costs may be affected by the market land value in the local market.** Use of land for building up our warehousing facilities contribute to a large part of our business operational costs. Land owners may raise our costs to use the land if local land value goes up significantly. We are always trying to sign on longer term land use agreements when the local land market value is low. However, if land market value goes up in the future, our costs of operations may also increase. **There are legal liabilities associated with operating a warehouse including those relating to safety and custody of products stored in the warehouse. Any losses arising from accidents to personnel operating the warehouse or damage to products stored in the warehouse may materially and adversely affect our business and results of operations.** **** We operate our warehouses in accordance with applicable health and safety regulations. While we have purchased insurance coverage to reduce the liability that may arise in the course of operating a warehouse, such as events that result in damage to customer items, there can be no assurance that such coverage will be sufficient, if at all. Any claims on insurance may also result in increases in insurance premiums which may adversely affect our operating results. Any such losses may materially and adversely affect our financial condition and results of operations. **Competition from mainland China and other cross-regional players may adversely affect our business and results of operations.** Competition from leading mainland China logistic companies SF Express and Cainiao has been increasing, who are better financed and more mature than us. Although market competitors with large capital may not always succeed in the last mile delivery market, such as Kerry Express did not grow as expected, these major players from China may still cause pricing pressure or otherwise chip away at our customer base. While the risk with larger player exists, we are attempting to create partnerships or cooperations with them by servicing their last mile delivery needs. | | 18 | | | **Risks Related to Our Finances and Capital Requirements** **We will need additional funding and may be unable to raise capital when needed, which would force us to delay any business expansions or acquisitions.** **** Our business plan contemplates the expansion of our logistics and delivery operations through organic means and through acquisitions or investments in additional complementary businesses, products and technologies. While we currently have no commitments or agreements relating to any of these types of transactions, we do not generate sufficient revenue from operations to finance expansion or acquisition needs. We expect to finance such future cash needs through public or private equity offerings, debt financings or corporate collaboration and licensing arrangements, as well as through interest income earned on cash and investment balances. We cannot be certain that additional funding will be available on acceptable terms, or at all. If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or more of our development programs or our commercialization efforts. **Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish proprietary rights.** Until such time, if ever, as we can generate substantial revenue, we expect to finance our cash needs through a combination of equity offerings, debt financings, grants and license and development agreements in connection with any collaborations. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a stockholder. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves. **Risks Relating to Doing Business in Hong Kong.** **** **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.** **** We conduct our operations and generate our revenue in Hong Kong. Accordingly, economic, political and legal developments in the PRC will significantly affect our business, financial condition, results of operations and prospects. The PRC economy is in transition from a planned economy to a market-oriented economy subject to plans adopted by the government that set national economic development goals. Policies of the PRC government can have significant effects on economic conditions in the PRC. While we believe that the PRC will continue to strengthen its economic and trading relationships with foreign countries and that business development in the PRC will continue to follow market forces, we cannot assure you that this will be the case.Our interests may be adversely affected by changes in policies by the PRC government, including: | | | changes in laws, regulations or their interpretation; | | | | | confiscatory taxation; | | | | | restrictions on currency conversion, imports or sources of supplies, or ability to continue as a for-profit enterprise; | | | | | expropriation or nationalization of private enterprises; and | | | | | the allocation of resources. | | **** **** **** **** | | 19 | | | **** **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.** Our business operations may be adversely affected by the current and future political environment in the PRC. The PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. We expect the Hong Kong legal system to rapidly evolve in the near future and may become closer aligned with legal system in China with the PRC government exerting more oversight and control over companies operating in Hong Kong, offerings conducted overseas and or foreign investment in Hong Kong based issuers. The interpretations of many laws, regulations and rules may not always be uniform and the enforcement of these laws, regulations and rules may involve uncertainties for you and us. Our ability to operate in Hong Kong, conduct overseas offerings and continue to investment in Hong Kong based issuers may be harmed by these changes in its laws and regulations, including those relating to taxation, import and export tariffs, healthcare regulations, environmental regulations, land use and property ownership rights, and other matters. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in Hong Kong or particular regions thereof, and could limit or completely hinder our ability to offer or continue to offer securities to investors or require us to divest ourselves of any interest we then hold in Hong Kong properties or joint ventures. Any such actions (including divesture or similar actions) could result in a material adverse effect on us and on your investment in us and could render our securities and your investment in our securities worthless. There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business, or the enforcement and performance of our contractual arrangements with borrowers in the event of the imposition of statutory liens, death, bankruptcy or criminal proceedings. Only after 1979 did the Chinese government begin to promulgate a comprehensive system of laws that regulate economic affairs in general, deal with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade, as well as encourage foreign investment in China. Although the influence of the law has been increasing, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. Also, because these laws and regulations are relatively new, and because of the limited volume of published cases and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. In addition, there have been constant changes and amendments of laws and regulations over the past 30 years in order to keep up with the rapidly changing society and economy in China. Because government agencies and courts that provide interpretations of laws and regulations and decide contractual disputes and issues may change their interpretation or enforcement very rapidly with little advance notice at any time, we cannot predict the future direction of Chinese legislative activities with respect to either businesses with foreign investment or the effectiveness on enforcement of laws and regulations in China. The uncertainties, including new laws and regulations and changes of existing laws, as well as, may cause possible problems to foreign investors. Although the PRC government has been pursuing economic reform policies for more than two decades, the PRC government continues to exercise significant control over economic growth in the PRC through the allocation of resources, controlling payments of foreign currency, setting monetary policy and imposing policies that impact particular industries in different ways. We cannot assure you that the PRC government will continue to pursue policies favoring a market oriented economy or that existing policies will not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting political, economic and social life in the PRC. **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.** | | 20 | | | The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in Hong Kong may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties. For example, the Chinese cybersecurity regulator announced on July 2 that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that the companys app be removed from smartphone app stores. As such, the Companys business segments may be subject to various government and regulatory interference in the provinces in which they operate. The Company could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. The Companys operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry. Given that the Chinese government may intervene or influence our operations at any time, it could result in a material change in our operation and the value of our common stock. Given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas, any such action could 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. Furthermore, it is uncertain when and whether the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry. As a result, our common stock may decline in value dramatically or even become worthless should we become subject to new requirement to obtain permission from the PRC government to list on U.S. exchange in the future. Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severe and Lawful Crackdown on Illegal Securities Activities, which were available to the public on July6, 2021. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies. These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. In April 2020, the Cyberspace Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity Review Measures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security. On July 10, 2021, the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments (Draft Measures), which required that, in addition to operator of critical information infrastructure, any data processor carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. The Cyberspace Administration of China has said that under the proposed rules companies holding data on more than 1,000,000 users must now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be affected, controlled, and maliciously exploited by foreign governments, The cybersecurity review will also investigate the potential national security risks from overseas IPOs. On January 4, 2022, the CAC, in conjunction with 12 other government departments, issued the New Measures for Cybersecurity Review (the **New Measures**") on January 4, 2022. The New Measures amends the Draft Measures released on July 10, 2021 and became effective on February 15, 2022. | | 21 | | | The aforementioned policies and any related implementation rules to be enacted may subject us to additional compliance requirement in the future. While we believe that our operations are not affected by this, as these opinions were recently issued, official guidance and interpretation of the opinions remain unclear in several respects at this time. Therefore, we cannot assure you that we will remain fully compliant with all new regulatory requirements of these opinions or any future implementation rules on a timely basis, or at all. **** **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.** The Holding Foreign Companies Accountable Act (HFCAA) was signed into law on December 18, 2020, and requires Auditors of publicly traded companies to submit to regular inspections every three years to assess such auditors compliance with applicable professional standards. The Consolidated Appropriations Act, 2023 amended the HFCAA and reduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two thus reducing the time before our securities may be prohibited from trading or being delisted. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority in a foreign jurisdiction. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in China and in Hong Kong because of positions taken by PRC and Hong Kong authorities in those jurisdictions. This report was vacated on December 15, 2022. Pursuant to each annual determination by the PCAOB, the SEC will, on an annual basis, identify issuers that have used non-inspected audit firms and thus are at risk of such suspensions in the future. Our auditor is based in Nigeria and is subject to PCAOB inspection. It is not subject to the determinations announced by the PCAOB on December 16, 2021. However, in the event the Nigerian authorities subsequently take a position disallowing the PCAOB to inspect our auditor, then we would need to change our auditor. Furthermore, due to the recent developments in connection with the implementation of the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, we cannot assure you whether the SEC or other regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditors 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 requirement in the HFCAA, as amended by the Consolidated Appropriations Act, 2023, that the PCAOB be permitted to inspect the issuers public accounting firm within two years, may result in the delisting of our securities from applicable trading markets in the U.S, in the future if the PCAOB is unable to inspect our accounting firm at such future time. If the authorities in Nigeria subsequently take a position disallowing the PCAOB to inspect our auditor, the lack of inspection could cause trading in our securities to be prohibited under the Holding Foreign Companies Accountable Act and as a result, our securities may be delisted from applicable trading markets within the US. If the U.S. securities regulatory agencies are unable to conduct such investigations, there exists a risk that they may determine to suspend or de-register our registration with the SEC and may also delist our securities from applicable trading market within the US. According to Article 177 of the Securities Law of the PRC (Article 177), overseas securities regulatory authorities are prohibited from engaging in activities pertaining to investigations or evidence collection directly conducted within the territories of the PRC, and Chinese entities or individuals are further prohibited from providing documents and information in connection with securities business activities to any organizations and/or persons abroad without the prior consent of the securities regulatory authority of the State Council and the competent departments of the State Council. As of the date of this prospectus, we are not aware of any implementing rules or regulations which have been published regarding application of Article 177. | | 22 | | | We believe Article 177 is only applicable where the activities of overseas authorities constitute a direct investigation or evidence collection by such authorities within the territory of the PRC. In the event that the U.S. securities regulatory agencies carry out an investigation on us such as an enforcement action by the Department of Justice, the SEC or other authorities, such agencies activities will constitute conducting an investigation or collecting evidence directly within the territory of the PRC and accordingly fall within the scope of Article 177. In that case, the U.S. securities regulatory agencies may have to consider establishing cross-border cooperation with the securities regulatory authority of the PRC by way of judicial assistance, diplomatic channels or establishing a regulatory cooperation mechanism with the securities regulatory authority of the PRC. However, there is no assurance that the U.S. securities regulatory agencies will succeed in establishing such cross-border cooperation in this particular case and/or establish such cooperation in a timely manner. Furthermore, as Article 177 is a recently promulgated provision, it remains unclear as to how it will be interpreted, implemented or applied by the Chinese Securities Regulatory Commission or other relevant government authorities. As such, there are uncertainties as 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. The HFCAA, as amended by the Consolidated Appropriations Act, 2023, requires the Public Company Accounting Oversight Board (PCAOB) be permitted to inspect the issuer's public accounting firm within two years.If the U.S. securities regulatory agencies are unable to conduct such investigations, there exists a risk that they may determine to suspend or de-register our registration with the SEC and may also delist our securities from applicable trading market within the US. **** **Adverse regulatory developments in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies like us with significant China-based operations, all of which could increase our compliance costs, subject us to additional disclosure requirements.** The recent regulatory developments in China, in particular with respect to restrictions on China-based companies raising capital offshore, may lead to additional regulatory review in China over our financing and capital raising activities in the United States. In addition, we may be subject to industry-wide regulations that may be adopted by the relevant PRC authorities, which may have the effect of limiting our service offerings, restricting the scope of our operations in China, or causing the suspension or termination of our business operations in China entirely, all of which will materially and adversely affect our business, financial condition and results of operations. We may have to adjust, modify, or completely change our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedial action adopted by us can be completed in a timely, cost-efficient, or liability-free manner or at all. On July30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies before their registration statements will be declared effective, including detailed disclosure related to whether the issuer received or were denied permission from Chinese authorities to list on U.S. exchanges and the risks that such approval could be denied or rescinded. On August 1, 2021, the China Securities Regulatory Commission stated in a statement that it had taken note of the new disclosure requirements announced by the SEC regarding the listings of Chinese companies and the recent regulatory development in China, and that both countries should strengthen communications on regulating China-related issuers. We cannot guarantee that we will not be subject to tightened regulatory review and we could be exposed to government interference in China. **We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.** We are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We will have operations, agreements with third parties and make sales in Hong Kong, which may experience corruption. Our proposed activities may create the risk of unauthorized payments or offers of payments by one of the employees, consultants, or sales agents of our Company, because these parties are not always subject to our control. It will be our policy to implement safeguards to discourage these practices by our employees. Also, our existing practices and any future improvements may prove to be less than effective, and the employees, consultants, or sales agents of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire. | | 23 | | | **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.** **** Any transfer of funds by us to our Hong Kong subsidiaries, either as a shareholder loan or as an increase in registered capital, may become subject to approval by or registration or filing with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested enterprises in China, capital contributions to PRC subsidiaries are subject to the approval of or filing with the Ministry of Commerce in its local branches and registration with a local bank authorized by SAFE. It is unclear if Hong Kong subsidiaries will be deemed a PRC subsidiary. If Hong Kong subsidiaries are deemed to be PRC subsidiaries, (i)any foreign loan procured by our Hong Kong subsidiaries will be required to be registered with SAFE or its local branches or filed with SAFE in its information system; and (ii)our Hong Kong subsidiaries will not be able to procure loans which exceed the difference between their total investment amount and registered capital or, as an alternative, only procure loans subject to the calculation approach and limitation as provided in the Peoples Bank of China Notice No. 9 (PBOC Notice No.9). We may not be able to obtain these government approvals or complete such registrations on a timely basis, if at all, with respect to future capital contributions or foreign loans by us to our Hong Kong subsidiaries, if required. If we fail to receive such approvals or complete such registration or filing, our ability to use the proceeds we receive from our offshore financing activities and to capitalize our Hong Kong operations may be negatively affected, which could adversely affect our liquidity and ability to fund and expand our business. There is, in effect, no statutory limit on the amount of capital contribution that we can make to our Hong Kong subsidiaries. This is because there is no statutory limit on the amount of registered capital for our Hong Kong subsidiaries, and we are allowed to make capital contributions to our Hong Kong subsidiaries by subscribing for their initial registered capital and increased registered capital, provided that the Hong Kong subsidiaries complete the relevant filing and registration procedures. The Circular on Reforming the Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises, or SAFE Circular 19, effective as of June 1, 2015, as amended by Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement under the Capital Account, or SAFE Circular 16, effective on June9, 2016, allows FIEs to settle their foreign exchange capital at their discretion, but continues to prohibit FIEs from using the Renminbi fund converted from their foreign exchange capitals for expenditure beyond their business scopes, and also prohibit FIEs from using such Renminbi fund to provide loans to persons other than affiliates unless otherwise permitted under its business scope. If Safe Circulars 16 and 19 are interpreted to apply to the Hong Kong Dollar, our ability to use Hong Kong Dollars converted from the net proceeds from our offshore financing activities to fund the establishment of new entities in Hong Kong, to invest in or acquire any other Hong Kong or PRC companies may be limited, which may adversely affect our business, financial condition and results of operations. **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.** We are a holding company whose primary assets are our ownership of the equity interests in our subsidiaries. We conduct no other business and, as a result, we depend entirely upon our subsidiaries earnings and cash flow to meet cash and financing requirements. If we decide in the future to pay dividends or make other payments, as a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiaries. Our subsidiaries and projects may be restricted in their ability to pay dividends, make distributions or otherwise transfer funds to us prior to the satisfaction of other obligations, including the payment of operating expenses or debt service, appropriation to reserves prescribed by laws and regulations, covering losses in previous years, restrictions on the conversion of local currency into U.S. dollars or other hard currency, completion of relevant procedures with governmental authorities or banks and other regulatory restrictions. Under the applicable PRC laws and regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, a foreign-invested enterprise in China is required to set aside a portion of its after-tax profit to fund specific reserve funds prior to payment of dividends. In particular, at least 10% of its after-tax profits based on PRC accounting standards each year is required to be set aside towards its general reserves until the accumulative amount of such reserves reach 50% of its registered capital. These reserves are not distributable as cash dividends. If future dividends are paid in RMB, fluctuations in the exchange rate for the conversion of any of these currencies into U.S. dollars may adversely affect the amount received by U.S. stockholders upon conversion of the dividend payment into U.S. dollars. For a detailed description of the potential government regulations facing the Company associated with our operations in Hong Kong and on restrictions on payments from our subsidiaries, please refer to Government and Industry Regulations China and Transfers of Cash to and From our Subsidiaries. We do not presently have any intention to declare or pay dividends in the future. You should not purchase shares of our common stock in anticipation of receiving dividends in future periods. | | 24 | | | **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.** **** Most of our cash is maintained in Hong Kong Dollars. We rely on dividends from our Hong Kong subsidiaries for our cash and financing requirements, such as the funds necessary to service any debt we may incur. 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. 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. Current PRC regulations permit PRC subsidiaries to pay dividends to foreign parent companies only out of their accumulated after-tax profits upon satisfaction of relevant statutory condition and procedures, if any, determined in accordance with Chinese accounting standards and regulations. In addition, PRC subsidiaries are required to set aside at least 10% of their accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of its registered capital. Furthermore, if PRC subsidiaries and their subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to the foreign parent company, which may restrict the ability of the foreign parent company to satisfy its liquidity requirements. If such restrictions on dividend and other payments are interpreted to apply to Hong Kong entities, our ability to rely on payments from our Hong Kong subsidiary will be adversely affected. **** In addition, the Enterprise Income Tax Law of the PRC, or the PRC EIT Law, and its implementation rules provide that withholding tax rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated. For a detailed description of the potential government regulations facing the Company and the offering associated with our operations in Hong Kong, please refer to **Government and Industry Regulations PRC Regulations Relating to Foreign Exchange and****Government and Industry Regulations PRC Regulation of Dividend Distributions**. **If any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive.** If you are a U.S. holder of our shares of common stock, you will be taxed on the U.S. dollar value of your dividends, if any, at the time you receive them, even if you actually receive a smaller amount of U.S. dollars when the payment is in fact converted into U.S. dollars. Specifically, if a dividend is declared and paid in a foreign currency such as the RMB, the amount of the dividend distribution that you must include in your income as a U.S. holder will be the U.S. dollar value of the payments made in the foreign currency, determined at the spot rate of the foreign currency to the U.S. dollar on the date the dividend distribution is includible in your income, regardless of whether the payment is in fact converted into U.S. dollars. Thus, if the value of the foreign currency decreases before you actually convert the currency into U.S. dollars, you will be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive. **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.** Under the Enterprise Income Tax Law and its implementation regulations issued by the State Council of the PRC, unless otherwise provided under relevant tax treaties, a 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises, which do not have an establishment or place of business in the PRC or which have such establishment or place of business but the dividends are not effectively connected with such establishment or place of business, to the extent such dividends are derived from sources within the PRC. Similarly, any gain realized on the transfer of shares by such investors is also subject to PRC tax at a current rate of 10%, subject to any reduction or exemption set forth in relevant tax treaties, if such gain is regarded as income derived from sources within the PRC. If we are deemed a PRC resident enterprise, dividends paid on our shares, and any gain realized from the transfer of our shares, would be treated as income derived from sources within the PRC and would as a result be subject to PRC taxation. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to individual investors who are non-PRC residents and any gain realized on the transfer shares by such investors may be subject to PRC tax at a current rate of 20%, subject to any reduction or exemption set forth in applicable tax treaties. It is unclear whether we or any of our subsidiaries established outside of China are considered a PRC resident enterprise or whether holders of shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. If dividends payable to our non-PRC investors, or gains from the transfer of our shares by such investors are subject to PRC tax, the value of your investment in our shares may decline significantly. For a detailed description of the potential government regulations facing the Company associated with our operations in Hong Kong, please refer to **Government and Industry Regulations China**. | | 25 | | | **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.** Under the PRC Enterprise Income Tax Law, or the New EIT Law, and its amendment and implementation rules, which became effective in January 2008, an enterprise established outside of the PRC with a de facto management body located within the PRC is considered a PRC resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global income. The implementation rules define the term de facto management bodies as establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel and human resources, finance and treasury, and business combination and disposition of properties and other assets of an enterprise. On April 22, 2009, the State Administration of Taxation (the SAT), issued a circular, or SAT Circular 82, which provides certain specific criteria for determining whether the de facto management body of a PRC-controlled enterprise that is incorporated offshore is located in China. Although the SAT Circular 82 only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the determining criteria set forth in the SAT Circular 82 may reflect the SATs general position on how the de facto management body text should be applied in determining the resident status of all offshore enterprises for the purpose of PRC tax, regardless of whether they are controlled by PRC enterprises or individuals. Although we do not believe that our legal entities organized outside of the PRC constitute PRC resident enterprises, it is possible that the PRC tax authorities could reach a different conclusion. In such case, we may be considered a PRC resident enterprise and may therefore be subject to the 25% enterprise income tax on our global income, which could significantly increase our tax burden and materially and adversely affect our cash flow and profitability. In addition to the uncertainty regarding how the new PRC resident enterprise classification for tax purposes may apply, it is also possible that the rules may change in the future, possibly with retroactive effect. For a detailed description of the potential government regulations facing the Company associated with our operations in Hong Kong, please refer to **Government and Industry Regulations China**. **We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.** On February 3, 2015, the State Administration of Taxation issued an Announcement on Several Issues Concerning Enterprise Income Tax on Income Arising from Indirect Transfers of Property by Non-PRC Resident Enterprises, or Announcement 7, with the same effective date. Under Announcement 7, an indirect transfer refers to a transaction where a non-resident enterprise transfers its equity interest and other similar interest in an offshore holding company, which directly or indirectly holds Chinese taxable assets (the assets of an establishment or place situated in China; real property situated in China and equity interest in Chinese resident enterprises) and any indirect transfer without reasonable commercial purposes are subject to the PRC taxation. In addition, Announcement 7 specifies the conditions under which an indirect transfer is deemed to lack a reasonable commercial purpose which include: (1) 75% or more of the value of the offshore holding companys equity is derived from Chinese taxable assets, (2) anytime in the year prior to the occurrence of the indirect transfer of Chinese taxable assets, 90% or more of the total assets (excluding cash) of the offshore holding company are direct or indirect investments in China, or 90% or more of the revenue of the offshore holding company was sourced from China; (3) the functions performed and risks assumed by the offshore holding company(ies), although incorporated in an offshore jurisdiction to conform to the corporate law requirements there, are insufficient to substantiate their corporate existence and (4) the foreign income tax payable in respect of the indirect transfer is lower than the Chinese tax which would otherwise be payable in respect of the direct transfer if such transfer were treated as a direct transfer. As a result, gains derived from such indirect transfer will be subject to PRC enterprise income tax, currently at a tax rate of 10%. Announcement 7 grants a safe harbor under certain qualifying circumstances, including transfers in the public securities market and certain intragroup restricting transactions, however, there is uncertainty as to the implementation of Announcement 7. For example, Announcement 7 requires the buyer to withhold the applicable taxes without specifying how to obtain the information necessary to calculate taxes and when the applicable tax shall be submitted. Announcement 7 may be determined by the tax authorities to be applicable to our offshore restructuring transactions or sale of the shares of our offshore subsidiaries where non-resident enterprises, being the transferors, were involved. Though Announcement 7 does not impose a mandatory obligation of filing the report of taxable events, the transferring party shall be subject to PRC withholding tax if the certain tax filing conditions are met. Non-filing may result in an administrative penalty varying from 50% to 300% of unpaid taxes. As a result, we and our non-resident enterprises in such transactions may become at risk of being subject to taxation under Announcement 7, and may be required to expend valuable resources to comply with Announcement 7 or to establish that we and our non-resident enterprises should not be taxed under Announcement 7, for any restructuring or disposal of shares of our offshore subsidiaries, which may have a material adverse effect on our financial condition and results of operations. | | 26 | | | **PRC laws and regulations have established more complex procedures for certain acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitionsin China.** Further to the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the New M&A Rules, the Anti-monopoly Law of the PRC, the Rules of Ministry of Commerce on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated by MOFCOM or the MOFCOM Security Review Rules, was issued in August 2011, which established additional procedures and requirements that are expected to make merger and acquisition activities in China by foreign investors more time-consuming and complex, including requirements in some instances that MOFCOM be notified in advance of any change of control transaction in which a foreign investor takes control of a PRC enterprise, or that the approval from MOFCOM be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. PRC laws and regulations also require certain merger and acquisition transactions to be subject to merger control review and or security review. The MOFCOM Security Review Rules, effective from September 1, 2011, which implement the Notice of the General Office of the State Council on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated on February 3, 2011, further provide that, when deciding whether a specific merger or acquisition of a domestic enterprise by foreign investors is subject to the security review by MOFCOM, the principle of substance over form should be applied and foreign investors are prohibited from bypassing the security review requirement by structuring transactions through proxies, trusts, indirect investments, leases, loans, control through agreements control or offshore transactions. Further, if the business of any target company that the combined company seeks to acquire falls into the scope of security review, the combined company may not be able to successfully acquire such company either by equity or asset acquisition, capital contribution or through any contractual agreements. The combined company may grow its business in part by acquiring other companies operating in its industry. Complying with the requirements of the relevant regulations to complete such transactions could be time consuming, and any required approval processes, including approval from MOFCOM, may delay or inhibit its ability to complete such transactions, which could affect our ability to maintain or expand our market share. In addition, SAFE promulgated the Circular on the Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or Circular 19, on June 1, 2015. Under Circular 19, registered capital of a foreign-invested company settled in RMB converted from foreign currencies may only be used within the business scope approved by the applicable governmental authority and the equity investments in the PRC made by the foreign-invested company shall be subject to the relevant laws and regulations about the foreign-invested companys reinvestment in the PRC. In addition, foreign-invested companies cannot use such capital to make the investments in securities, and cannot use such capital to issue the entrusted RMB loans (except approved in its business scope), repay the RMB loans between the enterprises and the ones which have been transferred to the third party. Circular 19 may significantly limit our ability to effectively use the proceeds from future financing activities as the Chinese subsidiaries may not convert the funds received from us in foreign currencies into RMB, which may adversely affect their liquidity and our ability to fund and expand our business in the PRC. SAFE issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts (Circular 16), on June 9, 2016, which became effective simultaneously. Pursuant to Circular 16, enterprises registered in the PRC may also convert their foreign debts from foreign currency to RMB on a self-discretionary basis. Circular 16 provides an integrated standard for conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis which applies to all enterprises registered in the PRC. Circular 16 reiterates the principle that RMB converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purpose beyond its business scope or prohibited by PRC Laws or regulations, while such converted RMB shall not be utilized as loans to its non-affiliated entities. As Circular 16 is newly issued and SAFE has not provided detailed guidelines with respect to its interpretation or implementation, it is uncertain how these rules will be interpreted and implemented. | | 27 | | | **Failure to comply with PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.** Pursuant to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In the meantime, our directors, executive officers and other employees who are PRC citizens or who are non-PRC residents residing in the PRC for a continuous period of not less than one year, subject to limited exceptions, and who have been granted incentive share awards by us, may follow the Notices on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed Company, or 2012 SAFE notices, promulgated by the SAFE in 2012. Pursuant to the 2012 SAFE notices, PRC citizens and non-PRC citizens who reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiaries of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests. Our executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one year and who have been granted options will be subject to these regulations. It is unclear if these regulations will be expanded to include Hong Kong residents or citizens. Failure to complete the SAFE registrations may subject them to fines, and legal sanctions and may also limit our ability to contribute additional capital into our Hong Kong subsidiaries and limit our Hong Kong subsidiaries ability to distribute dividends to us if Hong Kong residents or citizens are covered under these PRC regulations. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law. The SAT has issued certain circulars concerning employee share options and restricted shares. Under these circulars, employees working in China who exercise share options or are granted restricted shares will be subject to PRC individual income tax. It is unclear whether these regulations will be expanded in the future to cover our employees in Hong Kong. Our Hong Kong subsidiaries may become obligated to file documents related to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who exercise their share options. If our employees fail to pay or we fail to withhold their income taxes according to relevant laws and regulations, we may face sanctions imposed by the tax authorities or other PRC governmental authorities. **If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations and our reputation and could result in a loss of your investment in our shares, especially if such matter cannot be addressed and resolved favorably.** U.S. public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities, a lack of effective internal controls over financial accounting and reporting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on our company and our business. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we may have to expend significant resources to investigate such allegations and/or defend the Company. This situation may be a major distraction to our management. If such allegations are not proven to be groundless, our Company and business operations will be severely hampered and your investment in our stock could be rendered worthless. In addition, major issues with other U.S. listed Chinese companies in the future, could have a negative effect on the value of your investment, even though the Company is not involved. **** **** **** | | 28 | | | **** **Substantially all of our assets and all 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.** Substantially all of our assets are located in Hong Kong. Moreover, all of our current directors and officers are Hong Kong nationals or are otherwise located in Hong Kong. All or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for our stockholders to effect service of process within the United States upon our subsidiaries or any individuals. In addition, there is uncertainty as to whether the courts of Hong Kong or the PRC would recognize or enforce judgments of U.S. courts obtained against us or our officers and/or directors predicated upon the civil liability provisions of Hong Kong against us or such persons predicatedupon thesecuritieslaws of the United States or any state thereof. It is unclear if extradition treaties now in effect between the United States and the PRC would permit effective enforcement against us or our officers and directors of criminal penalties under the United States Federal securities laws or otherwise. **Risks Relating to Securities Markets and Investment in Our Stock** **There is not now and there may not ever be an active market for our Common Stock. There are restrictions on the transferability of these securities.** There currently is no market for our Common Stock and, except as otherwise described herein, we have no plans to file any registration statement or otherwise attempt to create a market for the shares. Even if an active market develops for the shares, Rule 144, which provides for an exemption from the registration requirements under the Securities Act under certain conditions, requires, among other conditions, a holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act. There can be no assurance that we will fulfill any reporting requirements in the future under the Exchange Act or disseminate to the public any current financial or other information concerning us, as is required by Rule 144 as part of the conditions of its availability. **Our common stock is subject to the penny stock rules of the sec and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.** Under U.S. federal securities legislation, our common stock will constitute penny stock. Penny stock is any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor's account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor's account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the penny stock rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. **You may experience substantial dilution of your investment in our securities as a result of the potential conversion of certain outstanding preferred stock into shares of our common stock**. **** We have issued and outstanding 10,000,000 shares of Series A Preferred Stock and 1 share of Series C Convertible Preferred Stock which have potentially dilutive impacts on voting or beneficial ownership. While holders of the Series A Preferred Stock cannot convert their securities into common stock, each one share of Series A Preferred Stock is entitled to vote 200 shares on matters submitted to a vote of our shareholders. Holders of the Series C Preferred Stock cannot vote on matters submitted to a vote of the shareholders but are entitled to convert the sole outstanding share of Series C Preferred Stock into 9.99% our of issued and outstanding common stock less the number of shares of common stock then held by the holder. **** **** **** | | 29 | | | **** **State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this registration statement.** **** Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment. The Company does not intend to seek registration or qualification of its shares of common stock the subject of this offering in any State or territory of the United States. Aside from a secondary trading exemption, other exemptions under state law and the laws of US territories may be available to purchasers of the shares of common stock sold in this offering. **Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of our company.** Though not now, in the future we may become subject to Nevada's control share law. A corporation is subject to Nevada's control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a controlling interest which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others. The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law. If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder's shares. In addition to the control share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and interested stockholders for three years after the interested stockholder first becomes an interested stockholder, unless the corporation's board of directors approves the combination in advance. For purposes of Nevada law, an interested stockholder is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term business combination is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation's assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders. The effect of Nevada's business combination law is to potentially discourage parties interested in taking control of our company from doing so if it cannot obtain the approval of our board of directors. | | 30 | | | **Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.** We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. Stockholders may never be able to sell shares when desired. Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business, financial condition or results of operations could be materially adversely affected. **** **Our stock may be subject to substantial price and volume fluctuations due to a number of factors, many of which are beyond our control and may prevent our stockholders from reselling our Common Stock at a profit.** The market prices for our securities may be volatile and may fluctuate substantially due to many factors, including: | | | market conditions in the business marketing services and digital assets services sectors or the economy as a whole; | | | | | price and volume fluctuations in the overall stock market; | | | | | announcements of the introduction of new products and services by us or our competitors; | | | | | actual fluctuations in our quarterly operating results, and concerns by investors that such fluctuations may occur in the future; | | | | | deviations in our operating results from the estimates of securities analysts or other analyst comments; | | | | | additions or departures of key personnel; | | | | | legislation, including measures affecting e-commerce or infrastructure development; and | | | | | developments concerning current or future strategic collaborations. | | **** **ITEM 1B. Unresolved Staff Comments.** **** As a smaller reporting company, we are not required to provide the information required by this Item. **ITEM 1C. CYBERSECURITY.** **** **Cybersecurity Risk Management and Strategy** We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program is aligned to the Company's business strategy. It shares common methodologies, reporting channels and governance processes that apply to the other areas of enterprise risk, including legal, compliance, strategic, operational, and financial risk. Key elements of our cybersecurity risk management program include: | | | risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise information technology environment; | | | | | a security team principally responsible for managing our cybersecurity risk assessment processes and our response to cybersecurity incidents; | | | | | the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security procedures; | | | | | training and awareness programs for team members that include periodic and ongoing assessments to drive adoption and awareness of cybersecurity processes and procedures; | | | | | a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and | | | | | a third-party risk management process for service providers, suppliers, and vendors. | | | | 31 | | | In the last two fiscal years, the Company has not experienced any material cybersecurity incidents. For a discussion of whether and how any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition, refer to Item 1A. Risk Factors - Cybersecurity Breaches and other Disruptions to our Information Technology Systems, which is incorporated by reference into this Item 1C. **** **Cybersecurity Governance** The Board regularly receives reports from our executive officers and third parties on cybersecurity matters. In addition, the Board receives reports addressing cybersecurity as part of our overall enterprise risk management program and to the extent cybersecurity matters are addressed in regular business updates. Management is responsible for developing cybersecurity programs, including as may be required by applicable law or regulation. These individuals' expertise in IT and cybersecurity generally has been gained from a combination of education, including relevant degrees and/or certifications, and prior work experience. They are informed by their respective cybersecurity teams about, and monitor, the prevention, detection, mitigation and remediation of cybersecurity incidents as part of the cybersecurity programs described above. **ITEM 2. Properties**. Our corporate and executive office is located at Unit B, 15/F, Teda Building, 87 Wing Lok Street, Sheung Wan, Hong Kong, telephone number +852-21114437. We also lease the following properties for use as warehouse facilities and corporate office: | Location | Parcel Size/Warehouse Size | Monthly Rent | Expiration | | | Hong Kong | Approx. 140,000 sq. ft. | HKD 100,000 (approx. $12,823) for first six years Market rate but not less than HKD 100,000 (for next six years) | March 30, 2030, renewable for another 6 years thereafter | | | Hong Kong | Approx. 700 sq ft. | HKD 19,500 (approx. $2,500) (until December 31, 2026) Thereafter, the monthly service fee may increase no more than 10% | December 31, 2026 | | We believe that our current facilities are adequate for our current needs. We expect to secure new facilities or expand existing facilities as necessary to support future growth. We believe that suitable additional space will be available on commercially reasonable terms as needed to accommodate our operations. **ITEM 3. Legal Proceedings.** There are no material pending legal proceedings to which we or our subsidiaries are a party or to which any of our or their property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers, affiliates or any owner of record or beneficially of more than 5% of our common stock, or any associate of any of the foregoing, is involved in a proceeding adverse to our business or has a material interest adverse to our business. **ITEM 4. MINE SAFETY DISCLOSURES.** Not applicable. **** **** | | 32 | | | **PART II** **ITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities****.** (a) Market Information. Shares of our common stock are quoted on the OTC Pink under the symbol MVNC. As of March 3, 2026, the last closing price of our securities was $0.025. The following table sets forth, for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on the Pink Sheets. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. | Quarterly period | | High | | Low | | | Fiscal year ended December 31, 2025: | | | | | | | | | | | Fourth Quarter | | $ | 0.0420 | | | $ | 0.0160 | | | | Third Quarter | | $ | 0.0240 | | | $ | 0.0160 | | | | Second Quarter | | $ | 0.0300 | | | $ | 0.0054 | | | | First Quarter | | $ | 0.0200 | | | $ | 0.0111 | | | | | | | | | | | | | | | Fiscal year ended December 31, 2024: | | | | | | | | | | | Fourth Quarter | | $ | 0.0202 | | | $ | 0.0153 | | | | Third Quarter | | $ | 0.0450 | | | $ | 0.0180 | | | | Second Quarter | | $ | 3.00 | | | $ | 0.0310 | | | | First Quarter | | $ | 3.00 | | | $ | 1.20 | | | (b)Approximate Number of Holders of Common Stock As of March 3, 2026, there were approximately 139 shareholders of record of our common stock. Such number does not include any shareholders holding shares in nominee or street name. (c)Dividends Holders of our common stock are entitled to receive such dividends as may be declared by our board of directors. We paid no dividends during the periods reported herein, nor do we anticipate paying any dividends in the foreseeable future. (d)Equity Compensation Plan Information The information in the section entitled SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT is incorporated herein. (e)Recent Sales of Unregistered Securities On March 11, 2025, the Company issued 31,430,316 shares of its common stock at the market price of $0.018 per share to certain consultants to settle their fees payable due and recognized at December 31, 2024. It is our understanding that the consultants were not U.S. Persons within the meaning of Regulations S. Accordingly, the shares were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, Regulation D and Regulation S promulgated thereunder. | | 33 | | | *Earnout Issuances* 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 UWMCs 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 December 31, 2025, pursuant to the terms and calculations of the earnout provision, Marvions management determined that the current major shareholders of the Company (formerly UWMC shareholders) 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 Companys common stock. These shares were issued on December 1, 2025, to Chan Sze Yu, CEO and director, at $0.03335 per share. *Private Placements; Debt Settlement* On December 16, 2025, the Company sold 7,462,687 shares of common stock to Mak Pak Fai Ray in a private placement at a $0.0268 per share for the gross proceeds $200,000. It is our understanding Mak Pak Fai Ray is not a U.S. Person within the meaning of Regulations S. Accordingly, the shares were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, Regulation D and Regulation S promulgated thereunder. On December 30, 2025, we entered into that certain Settlement and Share Issuance Agreement (the Settlement Agreement) with Star Warehouse Engineering Limited (Star Warehouse), pursuant to which we agreed to issue to Ng Chun Man, the director of Star Warehouse, 15,816,576 shares of our common stock (Settlement Shares), at a per share price of $0.0321, as payment in full for engineering and warehouse construction related services in the aggregate amount of HK$3,950,000 (equal to $507,516) provided by Star Warehouse to United Warehouse Management Limited, the Companys subsidiary. The per share price of our common stock was based upon the seven day average closing price of the Companys common stock immediately preceding the date of the Agreement. The 15,816,576 shares of common stock were issued on January 15, 2026. It is our understanding that Ng Chun Man is not a U.S. Person within the meaning of Regulations S. Accordingly, the shares were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, Regulation D and Regulation S promulgated thereunder. The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the complete text of the Settlement Agreement, which is incorporated herein by reference and attached hereto as Exhibit 10.12. On January 2, 2026, the Company entered into Stock Purchase Agreements with each of Kwok Ho Luen and Chan So Yin which each agreed to purchase $150,000 and $200,000 worth of the Companys Common Stock, respectively, at a market share price of $0.0308 per share. As a result, Kwok and Chan purchased 4,870,130 and 6,493,507 shares of the Companys Common Stock. It is our understanding that the purchasers are not U.S. Persons within the meaning of Regulations S. Accordingly, the shares were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, Regulation D and Regulation S promulgated thereunder. **** **** **** | | 34 | | | **** **ITEM 6. RESERVED**. **ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.** This discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company and its subsidiary for the fiscal years ended December 31, 2025 and 2024. The discussion and analysis that follows should be read together with the section entitled Cautionary Note Concerning Forward-Looking Statements and our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this annual report on Form 10-K. Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Companys control. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report. **Currency and exchange rate** Unless otherwise noted, all currency figures quoted as U.S. dollars, dollars or US$ refer to the legal currency of the United States. References to Hong Kong Dollar are to the Hong Kong Dollar, the legal currency of the Hong Kong Special Administrative Region of the Peoples Republic of China. Throughout this report, assets and liabilities of the Companys 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 within the statement of stockholders equity. 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. **Overview.** We are currently engaged in the logistic, warehousing service and financial consulting services in Hong Kong. Our 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. | | In addition to our logistics, warehousing and delivery services, we expect to generate revenues through sales of solar generated power to China Light and Power (CLP) in mid 2026 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. | | 35 | | | We are a development stage company and reported a net income of $345,083 and a net loss of $733,663 for the years ended December 31, 2025 and 2024, respectively. We had current assets of $1,260,904 and current liabilities of $5,435,649 as of December 31, 2025. As of December 31, 2024, our current assets and current liabilities were $651,399 and $4,822,588, respectively. Our financial statements for the years ended December 31, 2025 and 2024 have been prepared assuming that we will continue as a 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 in the past have included the sale of equity securities, which include common stock sold in private transactions and public offerings, capital leases and short-term and long-term debts. **Business Segment Information.** The following table summarizes revenue from contracts with customers, disaggregated by revenue source and the related segments, for the years ended December 31, 2025 and 2024: | | | | | Years ended December 31, | | | | | | | 2025 | | 2024 | | | Types of segments/revenue sources | | Time of recognition | | | | | | | | | | | | | | | | Supply chain segment: | | | | | | | | | | | | | Logistic service income | | Point-in-time | | $ | 1,702,959 | | | $ | 703,453 | | | | Warehousing service income | | Over time | | | 1,549,988 | | | | 631,944 | | | | | | | | | 3,252,947 | | | | 1,335,397 | | | | Financial segment: | | | | | | | | | | | | | Financial consulting income | | Point-in-time | | | 218,382 | | | | 208,711 | | | | Total revenues | | | | $ | 3,471,329 | | | $ | 1,544,108 | | | | | 36 | | | **Results of Operations.** Comparison of the fiscal years ended December 31, 2025 and 2024 The following table sets forth certain operational data for the years indicated: | | | Fiscal Years Ended December 31, | | | | | | 2025 | | | 2024 | | | | Revenues: | | | | | | | | | Supply chain segment | | $ | 3,252,947 | | | $ | 1,335,397 | | | | Financial segment | | | 218,382 | | | | 208,711 | | | | Total revenue | | | 3,471,329 | | | | 1,544,108 | | | | | | | | | | | | | | | Cost of revenue: | | | | | | | | | | | Supply chain segment | | | (1,896,995 | ) | | | (742,314 | ) | | | Financial segment | | | (44,116 | ) | | | (37,989 | ) | | | Total cost of revenue | | | (1,941,111 | ) | | | (780,303 | ) | | | | | | | | | | | | | | Gross profit | | | 1,530,218 | | | | 763,805 | | | | | | | | | | | | | | | Operating expenses: | | | | | | | | | | | General and administrative expenses | | | (1,321,830 | ) | | | (1,378,773 | ) | | | Income (loss) from operation | | | 208,388 | | | | (614,968 | ) | | | | | | | | | | | | | | Other income (expense): | | | | | | | | | | | Interest income | | | 688 | | | | 1,907 | | | | Interest expense | | | (216,668 | ) | | | (120,602 | ) | | | Gain on debt extinguishment | | | 348,089 | | | | | | | | Total other incomes (expense), net | | | 132,109 | | | | (118,695 | ) | | | | | | | | | | | | | | Income (loss) before income taxes | | | 340,497 | | | | (733,663 | ) | | | Income tax credit | | | 4,586 | | | | | | | | Net income (loss) | | $ | 345,083 | | | $ | (733,663 | ) | | *Revenue* For the years ended December 31, 2025 and 2024, the individual customer who accounted for 10% or more of the Companys revenues and its outstanding receivable balances at year dates, are presented as follows: | | | Year ended December 31, 2025 | | December 31, 2025 | | | Customer | | Revenues | | Percentage of revenues | | Accounts receivable | | | Kwai Bon Transportation Limited | | $ | 1,856,065 | | | | 53.47% | | | $ | 297,882 | | | | Lei Tat Trading (International) Limited | | $ | 651,666 | | | | 18.77% | | | $ | | | | | Pro King International Warehouse Limited | | $ | 558,147 | | | | 16.08% | | | $ | 109,338 | | | | | | Year ended December 31, 2024 | | December 31, 2024 | | | Customer | | Revenues | | Percentage of revenues | | Accounts receivable | | | Pro King International Warehouse Limited | | $ | 551,200 | | | | 35.70% | | | $ | 58,037 | | | | Furniture Station Limited | | $ | 457,112 | | | | 29.60% | | | $ | 70,720 | | | | | 37 | | | These customers are located in Hong Kong. Our customers are not parties to any long-term contracts and operate on a purchase order basis. *Cost of Revenue* Cost of revenues of $1,941,111 for the year ended December 31, 2025 consisted primarily of the direct wages, telemarketing service charges, depreciation and amortization of right-of-use assets. Cost of revenues increased by $1,160,808 from $780,303 in the same period of 2024 which was mainly due to the increase in direct operating cost in connection with logistics and warehousing services. Cost of revenues of $780,303 for the year ended December 31, 2024 consisted primarily of the associated costs in rendering the financial consulting service and depreciation and amortization of right-of-use assets. For the years ended December 31, 2025 and 2024, the individual vendor who accounted for 10% or more of the Companys direct operating cost and its outstanding payable balances at year-end dates, are presented as follows: | | | Year ended December 31, 2025 | | December 31, 2025 | | | Vendor | | Cost of revenues | | Percentage cost of revenues | | Accounts payable | | | Ching Fung E-Commerce Logistics Limited | | $ | 595,366 | | | | 30.67% | | | $ | 66,062 | | | | Ten Month Limited | | $ | 375,125 | | | | 19.33% | | | $ | 3,997 | | | | Giant Winner Limited | | $ | 216,624 | | | | 11.16% | | | $ | | | | | Chun Hing Logistics Limited | | $ | 213,840 | | | | 11.02% | | | $ | | | | | | | Year ended December 31, 2024 | | December 31, 2024 | | | Vendor | | Cost of revenues | | Percentage cost of revenues | | Accounts payable | | | Giant Winner Limited | | $ | 179,376 | | | | 22.86% | | | $ | | | | | Ten Month Limited | | $ | 106,116 | | | | 13.60% | | | $ | 75,515 | | | These vendors are located in Hong Kong. Our vendors are not parties to any long-term contracts and operate on a purchase order basis. *Gross Profit* We achieved a gross profit of $1,530,218 and $763,805 for the years ended December 31, 2025 and 2024, respectively. The increase in gross profit is attributable to an increase in new business in rendering logistics and warehousing services. General and Administrative Expenses (G&A) General and Administrative Expenses (G&A): General and administrative expenses of $1,321,830 and $1,378,773 for the years ended December 31, 2025, and 2024, respectively. These expenses primarily include payroll, office operating costs, as well as professional fees. There was no significant change in G&A for the year ended December 31, 2025, as compared to 2024. | | 38 | | | *Income Tax Expense* We incurred income tax benefit of $4,586 during the year ended December 31, 2025. We incurred no income tax expense during the year ended December 31, 2024. **Liquidity and Capital Resources** **** *Working Capital* 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 December 31, 2025 and 2024, we had working capital deficit of $4,174,745 and $4,171,189, respectively. **Cash Flows** The following summarizes the key component of our cash flows for the years ended December 31, 2025 and 2024. | | | Years ended December 31, | | | | | 2025 | | 2024 | | | Net cash provided by (used in) operating activities | | $ | 441,237 | | | $ | (179,521 | ) | | | Net cash used in investing activities | | $ | (897,544 | ) | | $ | (500,283 | ) | | | Net cash provided by financing activities | | $ | 895,317 | | | $ | 895,145 | | | Net Cash Provided By (Used In) Operating Activities For the year ended December 31, 2025, net cash provided by operating activities was $441,237, which consisted primarily of net income of $345,083, an increase in accounts receivable of $167,071, an increase in prepaid expenses and other current assets of $2,538, a decrease in accounts payable of $15,039, a decrease in operating lease liabilities of $180,106 and an increase in income tax payable of $4,632 offset by an increase in accrued liabilities and other payables of $165,452 and adjusted for non-cash items included depreciation of property and equipment of $231,157, amortization of right-of-use assets of $126,319, imputed interest expenses on promissory notes of $211,668, imputed interest expenses on lease liabilities of $79,033, and a gain on debt extinguishment of $348,089. For the year ended December 31, 2024, net cash used in operating activities was $179,521, which consisted primarily of a net loss of $733,663, an increase of accounts receivable of $237,937, a decrease in construction payable of $361,294, an increase in prepaid expenses and other current assets of $12,885 and a decrease of lease liabilities of $169,178 offset by an increase in accrued liabilities and other payables of $866,282, an increase in accounts payable of $60,713, and adjusted for non-cash items of depreciation for property and equipment of $88,186, amortization of right-of-use assets of $119,356, interest expenses on promissory notes of $120,602 and interest expenses on lease liabilities of $80,297. | | 39 | | | Net Cash Used In Investing Activities Net cash used in investing activities of $897,544 and $500,283 for the years ended December 31, 2025 and 2024, respectively, represent the purchase of property and equipment during the years. Net Cash Provided By Financing Activities For the year ended December 31, 2025, net cash provided by financing activities of $895,317 which consisted primarily of $200,000 proceeds from private placement, $470,634 advance from our shareholder and $592,191 advance from our director offset by $71,823 repayment to our shareholder and $295,685 repayment to our director. For the year ended December 31, 2024, net cash provided by financing activities of $895,145 which consisted primarily of $826,716 advance from our shareholder and $68,429 advance from our director. **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 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. **Material Cash Requirements** As of December 31, 2025, we had an accumulated deficit of $5,725,890. Our material cash requirements are highly dependent upon the additional financial support from our major shareholders in the next 12 - 18 months. We had no material or significant contractual obligations and commercial commitments as of December 31, 2025 and 2024. | | 40 | | | **Off-Balance Sheet Arrangements** 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. **Critical Accounting Policies and Estimates.** The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our consolidated financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management's subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to consolidated financial statements and because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We believe the following accounting policies are critical in the preparation of our consolidated financial statements. **Use of estimates and assumptions** **** In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. If actual results significantly differ from our estimates, our financial condition and results of operations could be materially impacted. Significant estimates in the period include the impairment loss on digital assets, valuation and useful lives of intangible assets and deferred tax valuation allowance. **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 intangible assets held and used by us 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. **Recent accounting pronouncements** In November 2023, the FASB issued ASU No. 2023-07, *Segment Reporting (Topic 280)*, Improvements to Reportable Segment Disclosures. The purpose of the update was to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all periods presented in the consolidated and combined financial statements. We adopted this standard effective January 1, 2025, retrospectively for all years presented. | | 41 | | | In December 2023, the FASB issued ASU No. 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures* (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. We adopted this standard effective January 1, 2025, retrospectively for all years presented. In March 2024, the FASB issued ASU No. 2024-02, which removes references to the Boards concepts statements from the FASB Accounting Standards Codification (the Codification or ASC). The ASU is part of the Boards standing project to make Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. We do not believe the adoption of ASU 2024-02 will have a material impact on its consolidated financial statements and disclosures. In November 2024, the FASB issued ASU No. 2024-03, *Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses*, which requires that an entity disclose, in the notes to financial statements, specified information about certain costs and expenses. The amendment in the ASU is intended to enhance the transparency and decision usefulness to better understand the major components of an entitys income statement. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. We are currently evaluating the impact of the new standard on its consolidated financial statements which is expected to result in enhanced disclosures. In July 2025, the FASB issued ASU 2025-05, *Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*. The guidance provides a practical expedient that can be elected to be applied to accounts receivable and contract assets, which would allow entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets when estimating expected credit losses for such assets. Entities are required to apply the guidance on a prospective basis. The update will be effective for beginning with its first quarter 2026 consolidated financial statements, with early adoption permitted. We are currently evaluating the update to determine the impact the adoption will have on its consolidated financial statements. In September 2025, the FASB issued ASU No. 2025-06, *IntangiblesGoodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software*. This update provides amendments to clarify and modernize the accounting for costs incurred to develop or acquire internal-use software. The amendments address the capitalization of implementation costs by utilizing a principles-based approach and consolidates website development guidance under Subtopic 350-40. The amendments can be applied prospectively, modified prospectively, or retrospectively and are effective for annual and interim periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the effect of this pronouncement on its disclosures. In September 2025, the FASB issued ASU No. 2025-07,*Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract*. This update introduces a scope exception to derivative accounting for certain contracts with underlyings tied to operations or activities specific to one of the parties. Additionally, the update clarifies that share-based noncash consideration received from a customer should be accounted for under Topic 606 until the right to receive or retain the consideration becomes unconditional. The amendments can be applied prospectively or modified retrospectively and are effective for annual and interim periods beginning after December 15, 2026. Early adoption is permitted. We are currently evaluating the effect of this pronouncement on its disclosures. | | 42 | | | 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. We are 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. We are currently evaluating the effect of this pronouncement on its disclosures. We have 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. **ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.** We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. **** **ITEM 8. Financial Statements and Supplementary Data.** **** The consolidated financial statements and the Report of Independent Registered Certified Public Accounting Firm thereon are filed pursuant to this Item 8 and are included in this report beginning on page F-1. **** **** **** **** **** **** **** **** **** | | 43 | | | **** **MARVION INC.** **INDEX TO CONSOLIDATED FINANCIAL STATEMENTS** | | | Page | | | Report of Independent Registered Public Accounting Firm - (ID: 6771) | | F-2 | | | | | | | | Consolidated Balance Sheets | | F-4 | | | | | | | | Consolidated Statements of Operations and Comprehensive Income (Loss) | | F-5 | | | | | | | | Consolidated Statements of Changes in Shareholders Deficit | | F-6 | | | | | | | | Consolidated Statements of Cash Flows | | F-7 | | | | | | | | Notes to Consolidated Financial Statements | | F-8 F-30 | | | | F-1 | | | | VICTOR MOKUOLU, CPA PLLC Accounting | Advisory | Assurance & Audit | Tax | | | | | **** **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **** To the Board of Directors and Shareholders Marvion, Inc. **Opinion on the Financial Statements** **** We have audited the accompanying consolidated balance sheets of Marvion, Inc. (the Company) as of December 31, 2025, and December 31, 2024, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders deficit, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and December 31, 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. **Substantial Doubt about the Companys ability to continue as a Going Concern** The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 4, Going Concern Uncertainties, to the financial statements, the Company has an accumulated deficit of $5,725,890, and working capital deficit of $4,174,745. Additionally, the Company had an accumulated deficit of $6,070,973, and working capital deficit of $4,171,189 as of December 31, 2024. These factors raise substantial doubt about the Companys ability to continue as a going concern. Managements plans in regard to these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Basis for Opinion** **** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. | | F-2 | | | **Critical Audit Matter** **** The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee equivalent and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to governance and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. | | | | /s/ Victor Mokuolu, CPA PLLC | | | | | | | | We have served as the Companys auditor since 2025. | | | | | | | Houston, Texas | | | | | | | March 31, 2026 | | | **** **** | | www.vmcpafirm.com | Ph: 713.588.6622 | Fax: 1.833.694.1494 | ask@vmcpafirm.com | | | | | | | F-3 | | | **** **MARVION INC.** **CONSOLIDATED BALANCE SHEETS** **(Currency expressed in United States Dollars (US$), except for number of shares)** | | | | | | | | | | | | As of December 31, | | | | | | 2025 | | | 2024 | | | | ASSETS | | | | | | | | | | | Current assets: | | | | | | | | | | | Cash and cash equivalents | | $ | 762,322 | | | $ | 322,426 | | | | Accounts receivable, net | | | 479,271 | | | | 312,200 | | | | Prepaid expenses and other current assets | | | 19,311 | | | | 16,773 | | | | Total current assets | | | 1,260,904 | | | | 651,399 | | | | | | | | | | | | | | | Non-current assets: | | | | | | | | | | | Construction in progress | | | | | | | 399,780 | | | | Property and equipment, net | | | 2,965,233 | | | | 1,739,468 | | | | Right-of-use assets, net | | | 1,609,832 | | | | 1,244,794 | | | | Total non-current assets | | | 4,575,065 | | | | 3,384,042 | | | | | | | | | | | | | | | TOTAL ASSETS | | $ | 5,835,969 | | | $ | 4,035,441 | | | | | | | | | | | | | | | LIABILITIES AND SHAREHOLDERS DEFICIT | | | | | | | | | | | Current liabilities: | | | | | | | | | | | Account payables | | $ | 102,917 | | | $ | 117,956 | | | | Accrued liabilities and other payables | | | 582,767 | | | | 1,161,150 | | | | Amount due to director | | | 1,599,217 | | | | 1,088,838 | | | | Amount due to shareholder | | | 1,012,225 | | | | 826,716 | | | | Construction payable | | | | | | | 342,540 | | | | Convertible notes payable | | | | | | | 170,000 | | | | Promissory notes payable | | | 16 | | | | 16 | | | | Earn-out payable | | | 2,000,000 | | | | 1,000,000 | | | | Lease liabilities | | | 125,624 | | | | 97,857 | | | | Income tax payable | | | 12,883 | | | | 17,515 | | | | Total current liabilities | | | 5,435,649 | | | | 4,822,588 | | | | | | | | | | | | | | | Non-current liabilities: | | | | | | | | | | | Lease liabilities | | | 1,616,932 | | | | 1,254,618 | | | | Earn-out payable | | | 2,710,975 | | | | 3,999,306 | | | | Total non-current liabilities | | | 4,327,907 | | | | 5,253,924 | | | | | | | | | | | | | | | TOTAL LIABILITIES | | | 9,763,556 | | | | 10,076,512 | | | | | | | | | | | | | | | Commitments and contingencies (Note 19) | | | | | | | | | | | | | | | | | | | | | | Shareholders deficit: | | | | | | | | | | | Preferred stock, par value $0.0001, 30,000,000,000 shares authorized, 18,999,999 and 18,999,999 shares undesignated as of December 31, 2025 and 2024, respectively | | | | | | | | | | | Preferred stock, Series A, par value $0.0001, 10,000,000 shares designated, 10,000,000 and 10,000,000 shares issued and outstanding as of December 31, 2025 and 2024, respectively | | | 1,000 | | | | 1,000 | | | | Preferred stock, Series B, par value $0.0001, 1,000,000 shares designated, 366,346 and 366,346 shares issued and outstanding as of December 31, 2025 and 2024, respectively | | | 37 | | | | 37 | | | | Preferred stock, Series C, par value $0.001, 1 share designated, 1 and 1 share issued and outstanding as of December 31, 2025 and 2024, respectively | | | 1 | | | | 1 | | | | Common stock, par value $0.0001, 270,000,000,000 shares authorized, 362,844,342 and 308,958,835 shares issued and outstanding as of December 31, 2025 and 2024, respectively | | | 36,285 | | | | 30,897 | | | | Common stock to be issued, par value $0.0001, 15,816,576 and 0 shares to be issued as of December 31, 2025 and 2024, respectively | | | 1,582 | | | | | | | | Additional paid-in capital | | | 1,765,186 | | | | | | | | Accumulated other comprehensive loss | | | (5,788 | ) | | | (2,033 | ) | | | Accumulated losses | | | (5,725,890 | ) | | | (6,070,973 | ) | | | Total shareholders deficit | | | (3,927,587 | ) | | | (6,041,071 | ) | | | | | | | | | | | | | | TOTAL LIABILITIES AND SHAREHOLDERS DEFICIT | | $ | 5,835,969 | | | $ | 4,035,441 | | | *See Accompanying Notes to Consolidated Financial Statements.* | | F-4 | | | **MARVION INC. AND SUBSIDIARIES** **CONSOLIDATED STATEMENTS OF OPERATIONS AND** **COMPREHENSIVE INCOME (LOSS)** **(Currency expressed in United States Dollars (US$), except for number of shares)** | | | | | | | | | | | | Years ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Revenues, net | | $ | 3,471,329 | | | $ | 1,544,108 | | | | Cost of revenues | | | (1,941,111 | ) | | | (780,303 | ) | | | | | | | | | | | | | | Gross profit | | | 1,530,218 | | | | 763,805 | | | | | | | | | | | | | | | Operating expenses: | | | | | | | | | | | General and administrative expenses | | | (1,321,830 | ) | | | (1,378,773 | ) | | | Total operating expenses | | | (1,321,830 | ) | | | (1,378,773 | ) | | | Income (loss) from operations | | | 208,388 | | | | (614,968 | ) | | | | | | | | | | | | | | Other income (expense): | | | | | | | | | | | Interest income | | | 688 | | | | 1,907 | | | | Interest expense | | | (216,668 | ) | | | (120,602 | ) | | | Gain on debt extinguishment | | | 348,089 | | | | | | | | Total other incomes (expenses), net | | | 132,109 | | | | (118,695 | ) | | | Income (loss) before income taxes | | | 340,497 | | | | (733,663 | ) | | | Income tax benefit | | | 4,586 | | | | | | | | Net income (loss) | | | 345,083 | | | | (733,663 | ) | | | | | | | | | | | | | | Other comprehensive income (loss): | | | | | | | | | | | Foreign currency adjustment loss | | | (3,755 | ) | | | (2,094 | ) | | | Comprehensive income (loss) | | $ | 341,328 | | | $ | (735,757 | ) | | | | | | | | | | | | | | Net income (loss) per share: | | | | | | | | | | | Basic(1) | | $ | 0.00 | | | $ | (0.00 | ) | | | Diluted(1) | | $ | 0.00 | | | $ | (0.00 | ) | | | | | | | | | | | | | | Weighted average common shares outstanding: | | | | | | | | | | | Basic(1) | | | 335,593,680 | | | | 194,189,333 | | | | Diluted(1) | | | 335,593,680 | | | | 194,189,333 | | | | (1) | less than $0.01 | | *See Accompanying Notes to Consolidated Financial Statements.* | | F-5 | | | **MARVION INC. AND SUBSIDIARIES** **CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS DEFICIT** **(Currency expressed in United States Dollars (US$), 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, 2024 (restated) | | | 10,000,000 | | | $ | 1,000 | | | | 366,346 | | | $ | 37 | | | | 1 | | | $ | 1 | | | | 308,958,835 | | | $ | 30,897 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Foreign currency translation adjustment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss for the year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2024 | | | 10,000,000 | | | $ | 1,000 | | | | 366,346 | | | $ | 37 | | | | 1 | | | $ | 1 | | | | 308,958,835 | | | $ | 30,897 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of January 1, 2025 | | | 10,000,000 | | | $ | 1,000 | | | | 366,346 | | | $ | 37 | | | | 1 | | | $ | 1 | | | | 308,958,835 | | | $ | 30,897 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued for settlement of accrued consultancy fees | | | | | | | | | | | | | | | | | | | | | | | | | | | 31,430,316 | | | | 3,143 | | | | Shares issued for private placement | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,462,687 | | | | 746 | | | | Shares issued to settle earn-out payable | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,992,504 | | | | 1,499 | | | | Common stock to be issued to settle construction payable | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Foreign currency translation adjustment | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net income for the year | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2025 | | | 10,000,000 | | | $ | 1,000 | | | | 366,346 | | | $ | 37 | | | | 1 | | | $ | 1 | | | | 362,844,342 | | | $ | 36,285 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Common Stock | | | | | | Accumulated | | | | | | | | | | | | to be issued | | | Additional | | | other | | | | | | Total | | | | | | No. of | | | | | | paid-in | | | comprehensive | | | Accumulated | | | shareholders | | | | | | shares | | | Amount | | | capital | | | income (loss) | | | deficit | | | deficit | | | | Balance as of January 1, 2024 (restated) | | | | | | $ | | | | $ | | | | $ | 61 | | | $ | (5,377,310 | ) | | $ | (5,305,314 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Foreign currency translation adjustment | | | | | | | | | | | | | | | (2,094 | ) | | | | | | | (2,094 | ) | | | Net loss for the year | | | | | | | | | | | | | | | | | | | (733,663 | ) | | | (733,663 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2024 | | | | | | $ | | | | $ | | | | $ | (2,033 | ) | | $ | (6,070,973 | ) | | $ | (6,041,071 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of January 1, 2025 | | | | | | $ | | | | $ | | | | $ | (2,033 | ) | | $ | (6,070,973 | ) | | $ | (6,041,071 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued for settlement of accrued consultancy fees | | | | | | | | | | | 562,603 | | | | | | | | | | | | 565,746 | | | | Shares issued for private placement | | | | | | | | | | | 199,254 | | | | | | | | | | | | 200,000 | | | | Shares issued to settle earn-out payable | | | | | | | | | | | 498,501 | | | | | | | | | | | | 500,000 | | | | Common stock to be issued to settle construction payable | | | 15,816,576 | | | | 1,582 | | | | 504,828 | | | | | | | | | | | | 506,410 | | | | Foreign currency translation adjustment | | | | | | | | | | | | | | | (3,755 | ) | | | | | | | (3,755 | ) | | | Net income for the year | | | | | | | | | | | | | | | | | | | 345,083 | | | | 345,083 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of December 31, 2025 | | | 15,816,576 | | | $ | 1,582 | | | $ | 1,765,186 | | | $ | (5,788 | ) | | $ | (5,725,890 | ) | | $ | (3,927,587 | ) | | *See Accompanying Notes to Consolidated Financial Statements.* ** ** ** | | F-6 | | | ** **MARVION INC. AND SUBSIDIARIES** **CONSOLIDATED STATEMENTS OF CASH FLOWS** **(Currency expressed in United States Dollars (US$), except for number of shares)** | | | | | | | | | | | | Years ended December31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Cash flows from operating activities | | | | | | | | | | | Net income (loss) | | $ | 345,083 | | | $ | (733,663 | ) | | | Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | | | | | | | | | | | Depreciation of property and equipment | | | 231,157 | | | | 88,186 | | | | Amortization of right-of use assets | | | 126,319 | | | | 119,356 | | | | Imputed interest expenses on operating lease liabilities | | | 79,033 | | | | 80,297 | | | | Non-cash interest on earn-out payable | | | 211,668 | | | | 120,602 | | | | Gain on debt extinguishment | | | (348,089 | ) | | | | | | | Change in operating assets and liabilities: | | | | | | | | | | | Accounts receivable | | | (167,071 | ) | | | (237,937 | ) | | | Prepaid expenses and other current assets | | | (2,538 | ) | | | (12,885 | ) | | | Account payables | | | (15,039 | ) | | | 60,713 | | | | Construction payable | | | | | | | (361,294 | ) | | | Accrued liabilities and other payables | | | 165,452 | | | | 866,282 | | | | Operating lease liabilities | | | (180,106 | ) | | | (169,178 | ) | | | Income tax payable | | | (4,632 | ) | | | | | | | Net cash provided by (used in) operating activities | | | 441,237 | | | | (179,521 | ) | | | | | | | | | | | | | | Cash flows from investing activities | | | | | | | | | | | Purchases of property, plant and equipment | | | (897,544 | ) | | | (500,283 | ) | | | Net cash used in investing activities | | | (897,544 | ) | | | (500,283 | ) | | | | | | | | | | | | | | Cash flows from financing activities | | | | | | | | | | | Proceeds from private placement | | | 200,000 | | | | | | | | Advance from director | | | 592,191 | | | | 68,429 | | | | Advance from shareholder | | | 470,634 | | | | 826,716 | | | | Repayment to a director | | | (295,685 | ) | | | | | | | Repayment to a shareholder | | | (71,823 | ) | | | | | | | Net cash provided by financing activities | | | 895,317 | | | | 895,145 | | | | | | | | | | | | | | | Effect of exchange rate on cash and cash equivalents | | | 886 | | | | (13,234 | ) | | | Net change in cash and cash equivalents | | | 439,896 | | | | 202,107 | | | | Cash and cash equivalents at beginning of the year | | | 322,426 | | | | 120,319 | | | | Cash and cash equivalents at end of the year | | $ | 762,322 | | | $ | 322,426 | | | | | | | | | | | | | | | 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 earn-out payable | | $ | 500,000 | | | $ | | | | | Shares issued to settle accrued consultancy fees | | $ | 565,746 | | | $ | | | | | Common stock to be issued to settle construction payable | | $ | 506,410 | | | $ | | | | | Right of use assets obtained in exchange for new operating lease liabilities | | $ | 729,256 | | | $ | | | | *See Accompanying Notes to Consolidated Financial Statements.* | | F-7 | | | **MARVION INC. AND SUBSIDIARIES** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **(Currency expressed in United States Dollars (US$), except for number of shares)** **1.BASIS OF PRESENTATION** The accompanying 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). **** **** **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 | Schedule of 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) | | British Virgin Islands | | Investment holding | | 50,000 ordinary shares at par value of US$1 each | | 100% | | | | | | | | | | | | | | KSK Logistics Limited (KSK) | | Hong Kong | | Provision of logistic services | | 1 ordinary share for HK$1 | | 100% | | | | | | | | | | | | | | Propose Enterprise Limited (PEL) | | Hong Kong | | Provision of financing services | | 100 ordinary shares for HK$100 | | 100% | | | | | | | | | | | | | | United Warehouse Management Limited (UWML) | | Hong Kong | | Provision of warehousing and support activities for transportation | | 10,000 ordinary shares for HK$10,000 | | 100% | | **3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission (the SEC). The reporting currency of the Company is United States Dollar (US$) and the accompanying 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. | | F-8 | | | **Basis of consolidation** The 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 consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. If actual results significantly differ from the Companys estimates, the Companys 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 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 December 31, 2025 and 2024, no allowance for expected credit losses is recorded as the Company considers all of the outstanding accounts receivable fully collectible in the foreseeable future. The Company has not experienced any significant bad debt or write-offs of accounts receivable in the past. 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. As of the filing date, the Company subsequently collected approximately 96% of accounts receivable as of December 31, 2025. **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: | Schedule of expected useful life | | | | | | | Expected useful life | | | Warehouse facilities | | Over the shorter of 12 years or lease term | | | Equipment | | 3 years | | | Motor vehicle | | 3 years | | | | F-9 | | | 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 consolidated statements of operations. **** **Construction in progress and construction payable** Construction-in-progress primarily consists of the construction of warehouse facilities that have not yet been placed into service for their intended use. No depreciation is provided for construction in progress until the assets are completed and are placed into service. Construction payable represented the development costs payable from the construction of warehouse facilities. **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 and construction in progress 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 no impairment of long-lived assets identified for the years ended December 31, 2025 and 2024. **** **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 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 consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated balance sheets. ROU assets represent the Companys right to use an underlying asset for the lease term and lease liabilities represent the Companys 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 Companys 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. | | F-10 | | | 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 Companys 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. *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 Companys 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. *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. | | F-11 | | | 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 Companys revenue by major source for the respective years: | Schedule of revenue by revenue major source | | | | | | | | | | | | | | | Years ended December 31, | | | | | | | | 2025 | | | 2024 | | | | Types of segments/revenue sources | | Time of recognition | | | | | | | | | | | | | | | | | | | | Supply chain segment: | | | | | | | | | | | | | Logistic service income | | Point-in-time | | $ | 1,702,959 | | | $ | 703,453 | | | | Warehousing service income | | Over time | | | 1,549,988 | | | | 631,944 | | | | | | | | | 3,252,947 | | | | 1,335,397 | | | | Financial segment: | | | | | | | | | | | | | Financial consulting income | | Point-in-time | | | 218,382 | | | | 208,711 | | | | Total revenues | | | | $ | 3,471,329 | | | $ | 1,544,108 | | | **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 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 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. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary. For the years ended December 31, 2025 and 2024, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2025 and 2024, the Company didnot have any significant unrecognized uncertain tax positions. 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 Companys internal organizational structure as well as information about geographical areas, business segments and major customers in consolidated financial statements for details on the Companys business segments. | | F-12 | | | 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 Companys 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 managements assessment, the Company determined that it has two 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 years ended December 31, 2025 and 2024, all of the Companys revenue and assets are locally generated in Hong Kong. Therefore, no geographical segments are presented. **Uncertain tax positions** The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 for the years ended December 31, 2025 and 2024. **Net income (loss) per share** The Company calculates net income (loss) per share in accordance with ASC Topic 260, *Earnings per Share*. Basic income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the year. Diluted income (loss) per share is computed similar to basic income (loss) 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 transactions and 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 consolidated statement of operations. The reporting currency of the Company is United States Dollar (US$) and the accompanying consolidated financial statements have been expressed in US$. 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 consolidated statements of changes in shareholders deficit. Translation of amounts from HKD into US$1 has been made at the following exchange rates for the years ended December 31, 2025 and 2024: | Schedule of translation rates | | | | | | | | | | | | | December 31, 2025 | | | December 31, 2024 | | | | Year-end HKD:US$ exchange rate | | | 0.1285 | | | | 0.1288 | | | | Average HKD:US$ exchange rate | | | 0.1283 | | | | 0.1282 | | | | | F-13 | | | **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 consolidated statements of changes in shareholders 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 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 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. **Commitments and contingencies** The Company follows ASC 450-20, *Contingencies* to report accounting for contingencies. Certain conditions may exist as of the date the 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 Companys 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. | | F-14 | | | 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 Companys financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Companys 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. The carrying amounts of the Companys 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 November 2023, the FASB issued ASU No. 2023-07, *Segment Reporting (Topic 280)*, Improvements to Reportable Segment Disclosures. The purpose of the update was to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all periods presented in the consolidated and combined financial statements. The Company adopted this standard effective January 1, 2025, retrospectively for all years presented. | | F-15 | | | In December 2023, the FASB issued ASU No. 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures* (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted this standard effective January 1, 2025, retrospectively for all years presented. In March 2024, the FASB issued ASU No. 2024-02, which removes references to the Boards concepts statements from the FASB Accounting Standards Codification (the Codification or ASC). The ASU is part of the Boards standing project to make Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. The Companys management does not believe the adoption of ASU 2024-02 will have a material impact on its consolidated financial statements and disclosures. In November 2024, the FASB issued ASU No. 2024-03, *Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses*, which requires that an entity disclose, in the notes to financial statements, specified information about certain costs and expenses. The amendment in the ASU is intended to enhance the transparency and decision usefulness to better understand the major components of an entitys income statement. The amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of the new standard on its consolidated financial statements which is expected to result in enhanced disclosures. In July 2025, the FASB issued ASU 2025-05, *Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets*. The guidance provides a practical expedient that can be elected to be applied to accounts receivable and contract assets, which would allow entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets when estimating expected credit losses for such assets. Entities are required to apply the guidance on a prospective basis. The update will be effective for the Company beginning with its first quarter 2026 consolidated financial statements, with early adoption permitted. The Company is currently evaluating the update to determine the impact the adoption will have on its consolidated financial statements. In September 2025, the FASB issued ASU No. 2025-06, *IntangiblesGoodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software*. This update provides amendments to clarify and modernize the accounting for costs incurred to develop or acquire internal-use software. The amendments address the capitalization of implementation costs by utilizing a principles-based approach and consolidates website development guidance under Subtopic 350-40. The amendments can be applied prospectively, modified prospectively, or retrospectively and are effective for annual and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures. In September 2025, the FASB issued ASU No. 2025-07, *Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract*. This update introduces a scope exception to derivative accounting for certain contracts with underlyings tied to operations or activities specific to one of the parties. Additionally, the update clarifies that share-based noncash consideration received from a customer should be accounted for under Topic 606 until the right to receive or retain the consideration becomes unconditional. The amendments can be applied prospectively or modified retrospectively and are 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. 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. | | F-16 | | | 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 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 $4,174,745 and accumulated deficit of $5,725,890 as at December 31, 2025. The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from its major shareholders, external borrowings and continuing to pursue fund-raising in the next twelve months. The Company is currently pursuing additional financing for its operations. Subsequently in January 2026, the Company successfully raised funds of $350,000 from private placements. 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 mitigate but do not fully alleviate the substantial doubt about the Company's ability to continue as a going concern. These 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. **5.BUSINESS SEGMENT** During the years ended December 31, 2025 and 2024, the Company managed and operated its business into two 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. | | F-17 | | | Summarized below is the information about the Companys operating results by reporting segments for the years: | Schedule of segment information | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Years ended December 31, | | | | | | Supply chain segment | | | Financial segment | | | Corporate | | | Consolidated | | | | | | 2025 | | | 2024 | | | 2025 | | | 2024 | | | 2025 | | | 2024 | | | 2025 | | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Revenues, net | | $ | 3,252,947 | | | $ | 1,335,397 | | | $ | 218,382 | | | $ | 208,711 | | | $ | | | | $ | | | | $ | 3,471,329 | | | $ | 1,544,108 | | | | Cost of revenues | | | (1,896,995 | ) | | | (742,314 | ) | | | (44,116 | ) | | | (37,989 | ) | | | | | | | | | | | (1,941,111 | ) | | | (780,303 | ) | | | Gross profit | | | 1,355,952 | | | | 593,083 | | | | 174,266 | | | | 170,722 | | | | | | | | | | | | 1,530,218 | | | | 763,805 | | | | Operating expenses | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Depreciation | | | (14,528 | ) | | | (12,051 | ) | | | | | | | | | | | | | | | | | | | (14,528 | ) | | | (12,051 | ) | | | Salaries and wages | | | (304,023 | ) | | | (65,364 | ) | | | (94,928 | ) | | | (71,004 | ) | | | | | | | | | | | (398,951 | ) | | | (136,368 | ) | | | Professional fees | | | (6,209 | ) | | | (11,919 | ) | | | | | | | | | | | (167,665 | ) | | | (266,529 | ) | | | (173,874 | ) | | | (278,448 | ) | | | Other general and administrative | | | (526,020 | ) | | | (214,849 | ) | | | (25,902 | ) | | | (25,018 | ) | | | (182,555 | ) | | | (712,039 | ) | | | (734,477 | ) | | | (951,906 | ) | | | Operating income (loss) | | | 505,172 | | | | 288,900 | | | | 53,436 | | | | 74,700 | | | | (350,220 | ) | | | (978,568 | ) | | | 208,388 | | | | (614,968 | ) | | | Total other incomes (expenses), net | | | 616 | | | | 1,432 | | | | 72 | | | | 475 | | | | 131,421 | | | | (120,602 | ) | | | 132,109 | | | | (118,695 | ) | | | Income tax credit (expense) | | | (3,073 | ) | | | | | | | 7,659 | | | | | | | | | | | | | | | | 4,586 | | | | | | | | Segment profit (loss) | | $ | 502,715 | | | $ | 290,332 | | | $ | 61,167 | | | $ | 75,175 | | | $ | (218,799 | ) | | $ | (1,099,170 | ) | | $ | 345,083 | | | $ | (733,663 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Supply chain segment | | | Financial segment | | | Corporate | | | Consolidated | | | | | | 2025 | | | 2024 | | | 2025 | | | 2024 | | | 2025 | | | 2024 | | | 2025 | | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Property and equipment | | $ | 2,965,233 | | | $ | 1,739,468 | | | $ | | | | $ | | | | $ | | | | $ | | | | $ | 2,965,233 | | | $ | 1,739,468 | | | | Total Assets | | $ | 5,734,390 | | | $ | 3,961,537 | | | $ | 99,228 | | | $ | | | | $ | 2,351 | | | $ | | | | $ | 5,835,969 | | | $ | 4,035,441 | | | **6.ACCOUNT RECEIVABLES, NET** | Schedule of accounts receivable net | | | | | | | | | | | December 31, 2025 | | | December 31, 2024 | | | | | | | | | | | | | Accounts receivable third parties | | $ | 479,271 | | | $ | 312,200 | | | | Less: allowance for expected credit losses | | | | | | | | | | | Accounts receivable, net | | $ | 479,271 | | | $ | 312,200 | | | **** | | F-18 | | | 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. Noallowance for expected credit losses was recognized for the years ended December 31, 2025 and 2024. **7.CONSTRUCTION IN PROGRESS AND CONSTRUCTION PAYABLE** As of December 31, 2025, the Companys warehouse building was commenced in operational use and the development costs in construction in progress were transferred to warehouse facilities under property and equipment, subject to depreciation, using a straight-line basis over its estimated useful life of 12 years, pursuant to lease term of the leasehold land. The construction payable was $0 and $342,540 as of December 31, 2025 and 2024, respectively. **8.PROPERTY AND EQUIPMENT, NET** Property and equipment, net consisted of the following: | Schedule of property and equipment, net | | | | | | | | | | | December 31, 2025 | | | December 31, 2024 | | | | At cost: | | | | | | | | | | | Warehouse facilities | | $ | 3,262,759 | | | $ | 1,809,774 | | | | Equipment | | | 5,304 | | | | 1,159 | | | | Motor vehicles | | | 39,011 | | | | 39,099 | | | | Property and equipment, gross | | | 3,307,074 | | | | 1,850,032 | | | | Less: accumulated depreciation | | | (341,841 | ) | | | (110,564 | ) | | | Property and equipment, net | | $ | 2,965,233 | | | $ | 1,739,468 | | | Depreciation expense for the years ended December 31, 2025 and 2024 were $231,157 and $88,186, respectively. **9.LEASES** The Company 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 consolidated balance sheets and represent the Companys right to use the underlying assets during the lease term. The Companys obligation to make lease payments are included in Lease liabilities on the consolidated balance sheets. | | F-19 | | | Supplemental balance sheet information related to operating leases was as follows: | Schedule of supplemental balance sheet information | | | | | | | | | | | | | As of | | | | | | December 31, 2025 | | | December 31, 2024 | | | | Operating lease: | | | | | | | | | | | Right-of-use assets, net | | $ | 1,609,832 | | | $ | 1,244,794 | | | | | | | | | | | | | | | Lease liabilities: | | | | | | | | | | | Current lease liabilities | | $ | 125,624 | | | $ | 97,857 | | | | Non-current lease liabilities | | | 1,616,932 | | | | 1,254,618 | | | | | | | | | | | | | | | Total lease liabilities | | $ | 1,742,556 | | | $ | 1,352,475 | | | Operating lease expense for the years ended December 31, 2025 and 2024 was $126,319 and $119,356, respectively. Supplemental consolidated and combined cash flow statement information related to leases: | Schedule of supplemental consolidated and combined cash flow | | | | | | | | | | | As of | | | | | | December 31, 2025 | | | December 31, 2024 | | | | Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | | | Operating cash flows from operating lease | | $ | 180,106 | | | $ | 169,231 | | | | | | | | | | | | | | | Right-of-use assets obtained in exchange for lease obligations (non-cash): | | | | | | | | | | | Operating lease | | $ | 729,256 | | | $ | | | | Other supplemental information about the Companys operating lease as of: | Schedule of other supplemental information | | | | | | | | | | | December 31, 2025 | | | December 31, 2024 | | | | Weighted average discount rate | | | 5.54% | | | 5.75% | | | | Weighted average remaining lease term (years) | | | 7.13 | | | | 10.88 | | | Operating lease commitments: The following table summarizes the future minimum lease payments due under the Companys operating leases in the next five years, as of December 31, 2025: | Schedule of future minimum lease payments | | | | | | | | | Year ending December 31, | | | | | | | | | 2026 | | $ | 218,234 | | | $ | 173,073 | | | | 2027 | | | 218,234 | | | | 173,073 | | | | 2028 | | | 219,515 | | | | 173,073 | | | | 2029 | | | 218,234 | | | | 173,073 | | | | 2030 | | | 207,476 | | | | 165,346 | | | | Thereafter | | | 1,226,131 | | | | 965,807 | | | | Total minimum finance lease liabilities payment | | | 2,307,824 | | | | 1,823,445 | | | | Less: imputed interest | | | (565,268 | ) | | | (470,970 | ) | | | | | | | | | | | | | | Future minimum lease liabilities | | $ | 1,742,556 | | | $ | 1,352,475 | | | **10.AMOUNT DUE TO DIRECTOR** As of December 31, 2025 and 2024, 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 $1,599,217 and $1,088,838 as of December 31, 2025 and 2024, respectively. | | F-20 | | | **11.AMOUNT DUE TO SHAREHOLDER** As of December 31, 2025 and 2024, the amount represented temporary advances made by a major 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 $1,012,225 and $826,716 as of December 31, 2025 and 2024, respectively. **12.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 $5.5million (collectively, the Earn Out Payments) upon UWMCs 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 Companys 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 December 31, 2025, pursuant to the terms and calculations of the earnout provision, management has determined that the earnout payment of $2.5 million is vested, whereas the performance criteria for the Performance year ended December 31, 2025 was satisfied. The earnout amount of $2.5 million was recognized as earn-out payable in current liabilities. On December 1, 2025, the Company issued 14,992,504 shares of common stock to Chan Sze Yu, at $0.03335 per share to settle $500,000 earn-out payable. The share price of common stock was based upon the fifteen day average closing price of the Companys common stock immediately preceding the date of the debt to equity conversion agreement. The debt to equity conversion agreement was approved by Board of Directors on December 1, 2025. Subsequently, the Company agreed to make the remaining earnout payments on or before June 30, 2026. The earnout payments are classified as liability and were initially measured at fair value at the share exchange transaction date and will subsequently be remeasured at the end of each reporting period with the change in fair value of the earnout liability recorded in the consolidated statements of operations and comprehensive income (loss). The estimated fair value of the total earnout liability was $4.7 million as of December 31, 2025. | | F-21 | | | The following table presents information about earn-out payable that was measured at fair value on a recurring basis as of December 31, 2025 and 2024, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. | Schedule of earn-out payable | | | | | | | | | | | | | | | | | 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 | | $ | 4,710,975 | | | $ | | | | $ | | | | $ | 4,710,975 | | | | | | December 31, | | | Quoted Prices In Active Markets | | | Significant Other Observable Inputs | | | Significant Other Unobservable Inputs | | | | Description | | 2024 | | | (Level 1) | | | (Level 2) | | | (Level 3) | | | | Earn-out payable | | $ | 4,999,306 | | | $ | | | | $ | | | | $ | 4,999,306 | | | The Company determined the fair value using the probability-weighted expected model with the following assumptions for years ended December 31, 2025 and 2024: | Schedule of fair value assumptions | | | | | | | Annual discount rate | | | 5.88% | | | | Weighted average expected life (months) | | | 53 | | | | Probability-weighted expected payment (every 6 months upon achieve specific performance) | | $ | 500,000 | | | The following summarizes the fair value table due under the Companys earnout provision: | Schedule of earnout provision | | | | | | | Initial recognition | | $ | 4,878,704 | | | | Add: imputed interest | | | 120,602 | | | | December 31, 2024 | | | 4,999,306 | | | | Add: imputed interest | | | 211,669 | | | | Less: earnout payment made during the year | | | (500,000 | ) | | | December 31, 2025 | | $ | 4,710,975 | | | The following table summarizes the contingent earnout payments due under the Companys earnout provision: | Schedule of contingent earnout payments | | | | | | | For the Performance Period ending | | | | | | December 31, 2024 | | $ | 1,000,000 | | | | June 30, 2025 | | | 1,000,000 | | | | December 31, 2025 | | | 500,000 | | | | June 30, 2026 | | | 500,000 | | | | December 31, 2026 | | | 500,000 | | | | June 30, 2027 | | | 500,000 | | | | December 31, 2027 | | | 500,000 | | | | June 30, 2028 | | | 500,000 | | | | December 31, 2028 | | | 500,000 | | | | Total contingent earnout payment | | | 5,500,000 | | | | Less: imputed interest | | | (289,025 | ) | | | Less: earn-out payable recognized as of December 31, 2024 | | | (1,000,000 | ) | | | Less: earn-out payable recognized as of December 31, 2025 | | | (1,500,000 | ) | | | Earn-out payable non-current portion | | | 2,710,975 | | | | Earn-out payable current portion | | | 2,000,000 | | | | Total earn-out payable | | $ | 4,710,975 | | | **** **** **** **** | | F-22 | | | **** **13.CONVERTIBLE NOTES PAYABLE** Convertible notes payable consisted of the following: | Schedule of convertible notes payable | | | | | | | | | | | | | | | | | | | | | As of December 31, | | | | | | | | | | 2025 | | | 2024 | | | | | | Issue date | | Maturity date | | | | | | | | | Convertible note A | | August 1, 2023 | | December 31, 2024 | | $ | | | | | 5,000 | | | | Convertible note B | | August 8, 2023 | | December 31, 2024 | | | | | | | 5,000 | | | | Convertible note C | | November 11, 2023 | | December 31, 2024 | | | | | | | 160,000 | | | | | | | | | | $ | | | | | 170,000 | | | During the year ended December 31, 2025, the Company and the convertible notes holders agreed to settle all obligations arising from the original convertible notes agreements and release each other from any claims related to the agreement. The obligations under the agreements (including but not limited to the Notes repayment, conversion rights and registration statement obligations) are agreed to be terminated. On June 27, 2025, the note holders unconditionally agreed and irrevocably waived all rights to convert the note into shares of the Companys common stock, demand repayment of the Notes principal or accrued interest and enforce any registration rights or other claims under the agreement. The gain on debt extinguishment of $170,000 was recognized as earnings in the consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2025 in accordance with ASC 405-20. **14.SHAREHOLDERS DEFICIT** *Preferred stock* As of December 31, 2025 and 2024, the Companys preferred stocks have been designated, as follows: | Schedule of preferred stocks designated | | | | | | | | | No. of shares | | | | Series A Preferred Stock | | | 10,000,000 | | | | Series B Preferred Stock | | | 1,000,000 | | | | Series C Preferred Stock | | | 1 | | | As of December 31, 2025 and 2024, the Companys authorized shares were 30,000,000,000 shares of preferred stock, with a par value of $0.0001 per share. **** **** **** | | F-23 | | | **** | | | 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 holders 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 December 31, 2025 and 2024, the Company had10,000,000and10,000,000shares of Series A Preferred Stock issued and outstanding, respectively. As of December 31, 2025 and 2024, the Company had366,346and366,346shares of Series B Preferred Stock issued and outstanding, respectively. As of December 31, 2025 and 2024, the Company had1and1share of Series C Preferred Stock issued and outstanding, respectively. *Common stock* As of December 31, 2025 and 2024, the Companys authorized shares were270,000,000,000shares of common stock, with a par value of $0.0001 per share. On March 11, 2025, the Company issued31,430,316shares of its common stock to certain consultants to settle $565,746 of their fees payable due and recognized at December 31, 2024. On December 1, 2025, the Company issued 14,992,504 shares of common stock to Chan Sze Yu, CEO and director, at $0.03335 per share to settle $500,000 earn-out payable. The per share price of common stock was based upon the fifteen day average closing price of the Companys common stock immediately preceding the date of the debt to equity conversion Agreement. The debt to equity conversion agreement was approved by Board of Directors on December 1, 2025. **** | | F-24 | | | **** On December 31, 2025, the Company issued 7,462,687 shares of common stock to Mak Pak Fai Ray of $200,000 for private placement, at the market value of $0.0268 per share. As of December 31, 2025 and 2024, the Company had362,844,342 and308,958,835shares of common stock issued and outstanding, respectively. ** *Common stock to be issued* 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) 15,816,576 shares of its common stock at the market price of $0.0321 per share, representing the amount of $507,516 to settle construction payable in full. Subsequently, the Company issued 15,816,576 shares of common stock on January 15, 2026. As of December 31, 2025 and 2024, the Company had15,816,576 and0shares of common stock to be issued, respectively. **** **15.NET INCOME (LOSS) PER SHARE** The calculation of the basic and diluted net income (loss) per share attributable to common stockholders of the Company is based on the following data (in dollars, except share data): | Schedule of basic and diluted net loss income per share | | | | | | | | | | | Years ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Net income (loss) attributable to common shareholders | | $ | 345,083 | | | $ | (733,663 | ) | | | | | | | | | | | | | | Weighted average common shares outstanding Basic and diluted | | | 335,593,680 | | | | 194,189,333 | | | | | | | | | | | | | | | Net income (loss) per share Basic and diluted # | | $ | 0.00 | | | $ | (0.00 | ) | | | # | For net income per share during the year ended December 31, 2025, basic and diluted net income per share was less than $0.01. For net loss per share during the year ended December 31, 2024, common stock equivalents were not included in the computation of diluted net loss per share since such inclusion would have been anti-dilutive. | | | | F-25 | | | **16. 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 Companys 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: | Schedule of provision for income taxes | | | | | | | | | | | Years ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Current: | | | | | | | | | | | - Local (US tax regime) | | $ | 4,586 | | | $ | | | | | - Foreign | | | | | | | | | | | | | | | | | | | | | | Deferred: | | | | | | | | | | | - Local | | | | | | | | | | | - Foreign | | | | | | | | | | | | | | | | | | | | | | Income tax benefit | | $ | 4,586 | | | $ | | | | | | F-26 | | | 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 Companys effective rate is as follows: | Schedule of income tax expense | | | | | | | | | | | | | | | | | Years ended December 31, | | | | | | 2025 | | | 2024 | | | | | | Amount | | | Percent | | | Amount | | | Percent | | | | Computed expected tax expense | | | 71,504 | | | | 21.0 | % | | | (154,069 | ) | | | 21.0 | % | | | Effect of differential tax rate subsidiaries (Note i) | | | (9,409 | ) | | | (2.8) | % | | | 70,460 | | | | (9.6) | % | | | Tax credits: | | | | | | | | | | | | | | | | | | | Income not subject to taxes | | | (27,712 | ) | | | (8.1 | )% | | | (315 | ) | | | 0.0 | % | | | Expenses not subject to tax deduction | | | | | | | 0.0 | % | | | 28,496 | | | | (3.9) | % | | | Changes in unrecognized tax benefits | | | (29,797 | ) | | | (8.8 | )% | | | 55,428 | | | | (7.5 | )% | | | Income tax benefit | | | 4,586 | | | | 1.3 | % | | | | | | | 0.0 | % | | Note : | (i) | Represents the foreign income tax rate differential when compared to U.S. statutory income tax rate for the years ended December 31, 2025 and 2024 | | The following table sets forth the significant components of the deferred tax assets of the Company as of December 31, 2025 and 2024: | Schedule of deferred tax assets | | | | | | | | | | | As of | | | | | | December 31, 2025 | | | December 31, 2024 | | | | | | | | | | | | | Deferred tax assets: | | | | | | | | | | | Net operating loss (NOL) US tax regime | | $ | 897 | | | $ | 28,496 | | | | NOL British Virgin Islands regime | | | | | | | | | | | NOL Hong Kong tax regime | | | 5,524 | | | | 40,022 | | | | | | | 6,421 | | | | 68,518 | | | | Less: valuation allowance | | | (6,421 | ) | | | (68,518 | ) | | | Deferred tax assets, net | | $ | | | | $ | | | | As of December 31, 2025, the Company had US net operating loss (NOL) carryforwards of approximately $4,273, which are available to offset future taxable income. These NOL carryforwards expire in varying amounts beginning in 2026 through 2045. The Company has recorded a full valuation allowance against its deferred tax assets, as management has determined that it is more likely than not that the tax benefits associated with these deferred tax assets will not be realized. As of December 31, 2025, the Company had cumulative net operating losses of $33,479 under Hong Kong tax regime, which can be carried forward to offset future taxable income at no expiry. | | F-27 | | | The following table summarizes the changes in the valuation allowance for deferred tax assets: | Schedule of changes in the valuation allowance for deferred tax assets | | | | | | Balance, December 31, 2023 | | $ | 41,630 | | | | Addition during the year | | | 26,888 | | | | Balance, December 31, 2024 | | $ | 68,518 | | | | Addition during the year | | | (62,097 | ) | | | Balance, December 31, 2025 | | $ | 6,421 | | | Valuation allowances Deferred taxes as of December 31, 2025 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 be realized. As of December 31, 2025 and 2024, the Company had no unrecognized tax benefits. Interest and penalty charges, if any, related to income taxes would be classified as a component of the provision for income taxes in the consolidated statements of operations. The Company does not expect any significant change in its uncertain tax positions in the next twelve months. **17.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 | | | | F-28 | | | Related party balances consisted of the following: | Schedule of related party balances | | | | | | | | | | | | | | | | | As of | | | | Name | | Nature | | December 31, 2025 | | | December 31, 2024 | | | | | | | | | | | | | | | Chan Sze Yu | | Amount due to director | | $ | 1,599,217 | | | $ | 1,088,838 | | | | Young Chi Kin Eric | | Amount due to shareholder | | | 1,012,225 | | | | 826,716 | | | | | | | | $ | 2,611,442 | | | $ | 1,915,554 | | | As at December 31, 2025 and 2024, 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): For the years ended December 31, 2025 and 2024, the Company paid delivery service fees of $17,845 and $0 to KSK Asia (Hong Kong) Limited, a related company held by a director of the Company. The delivery services were charged at current market price and conducted on normal commercial terms among related parties. For the years ended December 31, 2025 and 2024, the Company paid salaries of $12,475 and $24,223 to Chan Sze Yu, the Director of the Company. For the years ended December 31, 2025 and 2024, the Company paid salaries of $41,980 and $24,223 to Fong Hiu Ching, the Director of the Company. For the years ended December 31, 2025 and 2024, the Company paid salaries of $83,832 and $0 to Young Chi Kin Eric, the individual shareholder of the Company. Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented. | | F-29 | | | **18. RISKS AND UNCERTAINTIES** | (a) | Major customers | | For the years ended December 31, 2025 and 2024, the individual customers who accounted for 10% or more of the Companys revenues and its outstanding receivable balances at year-end dates, are presented as follows: | Schedule of concentration of risk | | | | | | | | | | | | | | Year ended December 31, | | | December 31, 2025 | | | | Customer | | 2025 | | | 2024 | | | Accounts receivable | | | | Customer A | | | 53.47 | % | | | | % | | $ | 297,882 | | | | Customer B | | | 18.77 | % | | | 5.23 | % | | $ | | | | | Customer C | | | 16.08 | % | | | 35.70 | % | | $ | 109,338 | | | These customers are located in Hong Kong. | (b) | Major vendors | | For the years ended December 31, 2025 and 2024, the individual vendors who accounted for 10% or more of the Companys direct operating cost and its outstanding payable balances at year-end dates, are presented as follows: | Schedule of concentration of risk | | | | | | | | | | | | | | Year ended December 31, | | | December 31, 2025 | | | | Vendor | | 2025 | | | 2024 | | | Accounts payable | | | | Vendor A | | | 30.67 | % | | | | % | | $ | 66,062 | | | | Vendor B | | | 19.33 | % | | | 13.60 | % | | $ | 3,997 | | | | Vendor C | | | 11.16 | % | | | 22.86 | % | | $ | - | | | | Vendor D | | | 11.02 | % | | | - | % | | $ | | | | 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 $102,788) if the bank in Hong Kong with which an individual/a company hold its eligible deposit fails. As of December 31, 2025, the Company held cash balances of $762,322 was maintained at several financial institutions located in Hong Kong of which $442,905 was subject to credit risk. While management believes that these financial institutions have high credit quality and it also continually monitors their credit worthiness. | | F-30 | | | | (d) | Economic and political risk | | The Companys major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kongs economy may influence the Companys business, financial condition, and results of operations. | (e) | Exchange rate risk | | The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ 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 Companys 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 Companys 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. **19.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 UWMCs 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 December 31, 2025 and 2024, pursuant to the terms and calculations of the earnout provision, management has determined the cumulative earnout vested to date of $2.5 million and $1 million, respectively, being vested pursuant to the agreement. As of December 31, 2025, the $2 million earnout amount has not been paid to these shareholders and recognized as earnout payable on the consolidated balance sheets. Except as noted above, the Company had no other material commitments or contingencies as of December 31, 2025. **20.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 consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2025, up through the date the Company issued the consolidated financial statements. The Company had no material recognizable subsequent events since December 31, 2025, except as noted below: On January 2, 2026, the Company entered into Stock Purchase Agreements with Kwok Ho Luen and Chan So Yin which each agreed to purchase $150,000 and $200,000 of the Companys Common Stock, respectively, at the market price of $0.0308 per share, representing 4,870,130 and 6,493,507 shares of the Companys common stock, respectively. On January 15, 2026, the Company issued 15,816,576 shares of common stock to settle construction payable in full. | | F-31 | | | **ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.** None. **ITEM 9A. 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) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time 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 companys 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 December 31, 2025. 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. **Management's Annual Report On Internal Control Over Financial Reporting.** **** Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (Section 404). Management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this annual report. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's report. | | 44 | | | **Changes in Internal Control over Financial Reporting** There were no changes in the Companys internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting. **ITEM 9B. Other Information.** During the quarter ended December 31, 2025, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K. As of the date of this report, the Company has not yet adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the issuers securities by directors, officers and employees, or the issuer itself. The issuer recently acquired a new operating business and hopes to adopt such a policy as its business stabilizes. **ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.** None. | | 45 | | | **PART III** **ITEM 10. Directors, Executive Officers and Corporate Governance.** Set forth below are the present directors and executive officers of the Company. Note that there are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified. | Name | | Age | | Position | | | CHAN Sze Yu | | 41 | | CEO, CFO, Secretary and Director | | **CHAN Sze Yu**, age 41, was appointed to serve as our Chief Executive Officer, Chief Financial Officer, Secretary and Director on August 12, 2024. He is also the Chief Executive Officer of a group of local furniture and logistics companies, including Furniture Station, MA.NI Home Services Ltd, Power King (Hong Kong) Logistics Company Limited, Wing Fat Furniture Factory and CIMA SOFA. Mr. Chan is also the founder of KSK Logistics Limited and CEO of the company since 2023. From 2000 to 2016, Mr. Chan has been a logistics contractor for many furniture companies such as DSC Direct Sale Centre, Good Idea Furniture and Design, and Farbe Sofa Design. Mr. Chan has extensive experience and business networks in the field of logistics and home furnishing industry, which will bring to our Board and management deep experience in developing and expanding our logistics and value-add services to the market. **Family Relationships.** There are no family relationships between any of our directors or executive officers. **Involvement in Certain Legal Proceedings** No executive officer or director has been involved in the last ten years in any of the following: | | | Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | | | | | | | | | | Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | | | | | | | | | | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; | | | | | | | | | | Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; | | | | | | | | | | Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or | | | | 46 | | | | | | Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. | | **Board Committees and Audit Committee Financial Expert** We do not currently have a standing audit, nominating or compensation committee of the board of directors, or any committee performing similar functions. Our board of directors performs the functions of audit, nominating and compensation committees. As of the date of this report, no member of our board of directors qualifies as an audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act. We hope to attract a director who qualifies as an audit committee financial expert as our business operations mature. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our companys requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. **** **Code of Ethics** We have not yet adopted a code of ethics that applies to our principal executive officer, principal financial officer principal accounting officer or controller in light of our Companys current stage of development. We expect to adopt a code of ethics in the near future. **ITEM 11. Executive Compensation.** **Compensation Philosophy and Objectives** Our executive compensation philosophy is to create a long-term direct relationship between pay and our performance. Our executive compensation program is designed to provide a balanced total compensation package over the executives career with us. The compensation program objectives are to attract, motivate and retain the qualified executives that help ensure our future success, to provide incentives for increasing our profits by awarding executives when corporate goals are achieved and to align the interests of executives and long-term stockholders. The compensation package of our named executive officers consists of two main elements: | | 1. | base salary for our executives that is competitive relative to the market, and that reflects individual performance, retention and other relevant considerations; and | | | | 2. | discretionary bonus awards payable in cash and tied to the satisfaction of corporate objectives. | | **Process for Setting Executive Compensation** Until such time as we establish a Compensation Committee, our Board is responsible for developing and overseeing the implementation of our philosophy with respect to the compensation of executives and for monitoring the implementation and results of the compensation philosophy to ensure compensation remains competitive, creates proper incentives to enhance stockholder value and rewards superior performance. We expect to annually review and approve for each named executive officer, and particularly with regard to the Chief Executive Officer, all components of the executives compensation. We process and factors (including individual and corporate performance measures and actual performance versus such measures) used by the Chief Executive Officer to recommend such awards. Additionally, we expect to review and approve the base salary, equity-incentive awards (if any) and any other special or supplemental benefits of the named executive officers. | | 47 | | | The Chief Executive Officer periodically provides the Board with an evaluation of each named executive officers performance, based on the individual performance goals and objectives developed by the Chief Executive Officer at the beginning of the year, as well as other factors. The Board provides an evaluation for the Chief Executive Officer. These evaluations serve as the bases for bonus recommendations and changes in the compensation arrangements of our named executives. **Our Compensation Peer Group** We currently engage in informal market analysis in evaluating our executive compensation arrangements. As the Company and its businesses mature, we may retain compensation consultants that will assist us in developing a formal benchmark and selecting a compensation peer group of companies similar to us in size or business for the purpose of comparing executive compensation levels. **Program Components** Our executive compensation program consists of the following elements: **Base Salary** Our base salary structure is designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our growth and profitability. The base salary for each named executive officer reflects our past and current operating profits, the named executive officers individual contribution to our success throughout his career, internal pay equity and informal market data regarding comparable positions within similarly situated companies. In determining and setting base salary, the Board considers all of these factors, though it does not assign specific weights to any factor. The Board generally reviews the base salary for each named executive officer on an annual basis. For each of our named executive officers, we review base salary data internally obtained by the Company for comparable executive positions in similarly situated companies to ensure that the base salary rate for each executive is competitive relative to the market. **Discretionary Bonus** The objectives of our bonus awards are to encourage and reward our employees, including the named executive officers, who contribute to and participate in our success by their ability, industry, leadership, loyalty or exceptional service and to recruit additional executives who will contribute to that success. ** **Summary Compensation Table.** The following summary compensation table sets forth the aggregate compensation we paid or accrued during the fiscal years ended December 31, 2025 and 2024, to (i) our Chief Executive Officer (principal executive officer), (ii) our Chief Financial Officer (principal financial officer), (iii) our three most highly compensated executive officers other than the principal executive officer and the principal financial officer who were serving as executive officers on December 31, 2025, whose total compensation was in excess of $100,000, and (iv) up to two additional individuals who would have been within the two-other-most-highly compensated but were not serving as executive officers on December 31, 2025. | | 48 | | | **SUMMARY COMPENSATION TABLE** | Name and Principal Position | | Year | | | Salary | | | Bonus | | | Stock Awards | | | Option Awards | | | Non-Equity Incentive Plan Compensation | | | Change in Pension Value and Non-qualified Deferred Compensation Earnings | | | All Other Compensation | | | Total | | | | Chan Sze Yu | | | 2025 | | | | 12,475 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 12,475 | | | | CEO, CFO, Secretary and Director (1) | | | 2024 | | | | 24,223 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 24,223 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Chan Man Chung | | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | | | | | CEO, CFO, Secretary and Director (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tan Tee Soo | | | 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | | | | | Director (3) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (1) Chan Sze Yu joined us as our Chief Executive Officer, Chief Financial Officer, Secretary and Director on August 12, 2024. (2) Dr. Chan served as our Chief Executive Officer, Secretary and Director from August 26, 2021, to August 12, 2024. (3) Mr. Tan served as our Director from August 26, 2021 to September 27, 2024. **Narrative disclosure to Summary Compensation.** During the years ended December 31, 2025, and 2024, the Company paid the aggregate amount of $12,475 and $24,223 as compensation to Chan Sze Yu, our sole executive officer and director. Other than set out above and below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We expect to establish one or more incentive compensation plans in the future. Our directors and executive officers may receive securities of the Company as incentive compensation at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers. **Equity Awards** There are no unvested options, warrants or convertible securities outstanding. At no time during the last fiscal year with respect to any of any of our executive officers was there: | | | any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined; | | | | | any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts; | | | | | any option or equity grant; | | | | | any non-equity incentive plan award made to a named executive officer; | | | | | any nonqualified deferred compensation plans including nonqualified defined contribution plans; or | | | | | any payment for any item to be included under All Other Compensation in the Summary Compensation Table. | | | | 49 | | | **Equity Award Timing Policies and Practices** We do not grant equity awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. In the event material nonpublic information becomes known to the Board of Directors or Compensation Committee before granting an equity award, the Board of Directors or Compensation Committee will consider such information and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety. Currently, stock options or similar option-like instruments are not a component of our executive compensation program. Accordingly, during fiscal year 2025, we did not grant stock options or similar option-like instruments to our named executive officers during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. We further have not granted grant stock options or similar option-like instruments to our service providers. **Compensation of Directors** During our fiscal year ended December 31, 2025, we provided compensation to certain employees for serving as our directors. We currently have no formal plan for compensating our directors for their services in their capacity as directors, although we may elect to issue stock options to such persons from time to time. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. **Compensation Risk Management** Our Board of directors and human resources staff conducted an assessment of potential risks that may arise from our compensation programs. Based on this assessment, we concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably likely to have material adverse effect on the Company. The assessment included our cash incentive programs, which awards non-executives with cash bonuses for punctuality. Our compensation programs are substantially identical among business units, corporate functions and global locations (with modifications to comply with local regulations as appropriate). The risk-mitigating factors considered in this assessment included: | | | the alignment of pay philosophy, peer group companies and compensation amounts relative to local competitive practices to support our business objectives; and | | | | | | | | | | effective balance of cash, short- and long-term performance periods, caps on performance-based award schedules and financial metrics with individual factors and Board and management discretion. | | **** **Compensation Committee Interlocks and Insider Participation** We have not yet established a Compensation Committee. Our Board of Directors performs the functions that would be performed by a compensation committee. During the fiscal year ended December 31, 2025, none of our executive officers has served: (i) on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our board of directors; (ii) as a director of another entity, one of whose executive officers served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of the registrant; or (iii) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director of the company. **** **Compensation Committee Report** Our board of directors has reviewed and discussed the Compensation Discussion and Analysis in this report with management. Based on its review and discussion with management, the board of directors recommended that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K for the year ended December 31, 2025. The material in this report is not deemed filed with the SEC and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this Annual Report on Form 10-K and irrespective of any general incorporation language in such filing. *Submitted by the board of directors:* Chan Sze Yu | | 50 | | | **ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.** The following table sets forth certain information with respect to the beneficial ownership of our common stock, as of March 3, 2026, for: (i) each of our named executive officers; (ii) each of our directors; (iii) all of our current executive officers and directors as a group; and (iv) each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock. Except as indicated in footnotes to this table, we believe that the stockholders named in this table will have sole voting and investment power with respect to all shares of common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the address for each director and executive officer listed is: c/o Marvion Inc., Unit B, 15/F, Teda Building, 87 Wing Lok Street, Sheung Wan, Hong Kong. | | | Common Stock Beneficially Owned | | | Series A Preferred Stock Owned | | | Series B Preferred Stock Owned | | | Series C Preferred Stock Owned | | | | Name and Address of Beneficial Owner | | Number of Shares and Nature of Beneficial Ownership | | | Percentage of Total Common Equity (1) | | | Number of Shares and Nature of Beneficial Ownership | | | Percentage of Total Series A Preferred Equity (1) | | | Number of Shares and Nature of Beneficial Ownership | | | Percentage of Total Series B Preferred Equity (1) | | | Number of Shares and Nature of Beneficial Ownership | | | Percentage of Total Series C Preferred Equity (1) | | | | Sze Yu CHAN | | | 32,770,282 | | | | 8.40 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | All executive officers and directors as a Group (1 person) | | | 32,770,282 | | | | 8.40 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5% or Greater Stockholders: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Young Chi Kin Eric (2) | | | 18,226,773 | | | | 4.67 | % | | | 10,000,000 | | | | 100 | % | | | | | | | | | | | | | | | | | | | Herbert Ying Chiu LEE (3) | | | 14,494,171 | | | | 3.72 | % | | | | | | | | | | | 337,000 | | | | 92 | % | | | 1 | | | | 100 | % | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total 5% or Greater Stockholders | | | 32,770,282 | | | | 8.40 | % | | | 10,000,000 | | | | 100 | % | | | 337,000 | | | | 92 | % | | | 1 | | | | 100 | % | | ________________ | (1) | | Applicable percentage ownership is based on 390,032,746 shares of common stock outstanding as of March 3, 2026, together with securities exercisable or convertible into shares of common stock within 60 days of March 3, 2026. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of March 3, 2026, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. | | | (2) | | Young Chi Kin Eric owns 18,226,773 shares of our common stock and 10,000,000 shares of our Series A Preferred Stock. Each share of Series A Preferred Stock entitled Mr. Young 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. | | | (3) | | Herbert Ying Chiu Lee owns 14,494,171 shares of our common stock, 337,000 shares of our Series B Preferred Stock and 1 share of Series C Preferred Stock. Each Series of preferred stock has the voting rights, powers, preferences and privileges more fully described herein in the section entitled Description of Registrants Securities | | | | 51 | | | **Background of the Plan.** On September 19, 2023, the board of directors of the Company approved the Marvion Inc. 2023 Stock Incentive Plan (the 2023 Plan) with 17,000,000,000 shares reserved for issuance under the 2023 Plan. The 2023 Plan provides for the grant of awards to eligible employees, directors, consultants, independent contractors, and advisors in the form of options, restricted stock, restricted stock units, stock appreciation rights, performance awards, other stock-based awards or dividend equivalents (each, an award). Effective April 23, 2024, the Company effectuated a reverse stock split whereby each three thousand (3,000) shares of Common Stock issued and outstanding prior to the effective time were combined and converted into one (1) shares of Common Stock. As a result, the number of shares reserved for issuance under the 2023 Plan was equitably reduced to 5,666,667. On December 28, 2024, the Board amended the 2023 Plan (the Plan Amendment and together with the 2023 Plan, the Plan) to increase the number of shares available for issuance under the Plan to an aggregate of 37,075,060 shares. **Summary of the Plan** The principal terms of the Plan are summarized below. This summary is not a complete description of the Plan, and it is qualified in its entirety by reference to the complete text of the Plan documents which are attached as Exhibits 10.9 and 10.10 hereto. **** **Shares Available for Issuance** We reserved 37,075,060 Shares to be issued under the Plan (plus certain other Shares related to awards which are forfeited, repurchased or used to satisfy the exercise price or tax withholding on an award). The number of Shares reserved for grant and issuance under the Plan increases automatically on January 1 of each of the calendar years during the term of the Plan, which will continue through and including September 11, 2033, by a number of Shares equal to the lesser of (i) 2.5% of the number of shares of Common Stock issued and outstanding on each December 31 immediately prior to the date of increase or (ii) such number of Shares determined by the Board; provided, however, that such limitation may be increased subject to approval by the Companys stockholders (the Evergreen Feature). The Plan authorizes the award of RSUs, stock options, RSAs, RSUs, SARs, performance awards and other stock based awards and dividend equivalents (each as more fully described below). No person will be eligible to receive more than 4,000,000,000 Shares in any 12 month period under the Plan. The maximum fair market value, as determined on the date of grant, of Awards granted for services as a Director during any twelve (12)-month period shall not exceed $2,000,000. Any awards in Shares or cash that are made outside of the Plan and permitted by applicable listing requirements are not subject to these limitations. **Administration** The Plan is administered by our Compensation Committee of the Board or such other committee, if any, that may be designated by the Board to administer the Plan (the Administrator). The Administrator has the authority to construe and interpret the Plan, select participants and grant awards, and make all other determinations necessary or advisable for the administration of the Plan. The Committee may delegate to the Board or to one or more other committees of the Board comprised of one or more independent Directors the authority to grant Awards to Employees who are not subject to Section 16(b) of the Exchange Act. Further, the Committee may delegate to the Governance Committee of the Board the authority to make non-discretionary (routine) Awards to Directors, including to determine which Director shall receive an Award, the time or times when such an Award shall be made, the terms and conditions of such an Award, the type of Award that shall be made to a Director, the number of shares subject to such an Award, and the value of such an Award; provided, however, that the Committee may not delegate its authority to grant discretionary (non-routine) Awards to Directors. The Committee may delegate to the Chief Executive Officer or one or more other senior officers of the Company its administrative functions under this Plan with respect to the Awards. Any delegation described in this paragraph shall contain such limitations and restrictions as the Committee may provide and shall comply in all respects with the requirements of applicable law, including the Nevada Revised Statutes. The Committee may engage or authorize the engagement of a third party administrator or administrators to carry out administrative functions under the Plan. | | 52 | | | **Eligibility** The Plan provides for the grant of awards to our employees, directors, consultants, independent contractors, and advisors, provided the consultants, independent contractors, directors, and advisors render services not in connection with the offer and sale of securities in a capital-raising transaction. As of December 31, 2025, all of our 23 employees (including each of our executive officers) were eligible to participate in the Plan. The basis for participation in the Plan is the Administrators decision, in its sole discretion, that an award to an eligible participant will further the Plans purposes of providing incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to our success and the success of our affiliates, by offering them an opportunity to participate in our future performance through the grant of awards. In exercising its discretion, the Administrator will consider the recommendations of management and the purposes of the Plan. **Forms of Awards** The following is a description of the types of awards permitted to be issued under the Plan. As of the date of this report, the Company had issued an aggregate of 37,075,060. shares of common stock pursuant to the Plan. No other awards had been issued under the Plan. **Stock Options**. The Plan provides for the grant of incentive stock options that qualify under Section 422 of the Code only to our employees. All awards other than incentive stock options, including awards of non-qualified stock options, may be granted to our employees, directors, consultants, independent contractors, and advisors, provided the consultants, independent contractors, and advisors render services not in connection with the offer and sale of securities in a capital-raising transaction. The exercise price of each stock option must be at least equal to the fair market value of our common stock on the date of grant. The exercise price of incentive stock options granted to 10% stockholders must be at least equal to 110% of that value. The maximum term of options granted under the Plan is seven years or, in the case of an incentive stock option granted to 10% stockholders, five years. **Restricted Stock Award***.*An RSA is an offer by us to sell Shares subject to restrictions. The price, if any, of an RSA will be determined by the Administrator. These awards are subject to forfeiture or repurchase prior to vesting as a result of termination of employment or failure to achieve certain vesting conditions. **Restricted Stock Units***.*An RSU is an award that covers a number of Shares that may be settled upon vesting in cash, by the issuance of the underlying Shares or a combination of both. These awards are subject to forfeiture prior to vesting as a result of termination of employment or failure to achieve certain vesting conditions. **Stock Appreciation Rights***.*SARs provide for a payment, or payments, in cash or Shares, to the holder based upon the difference between the fair market value of our common stock on the date of exercise and the stated exercise price up to a maximum amount of cash or number of Shares. These awards are subject to forfeiture prior to vesting as a result of termination of employment or failure to achieve certain vesting conditions. **Performance Awards***.*A performance award is an award that covers an amount of cash or a number of Shares that may be settled upon achievement of the pre-established performance conditions in cash or by issuance of the underlying shares. These awards are subject to forfeiture prior to vesting as a result of termination of employment or failure to achieve the performance conditions. **** **Other Awards and Dividend Equivalents***.*The Committee is authorized to grant other stock-based awards to any employee, consultant or director. The number or value of shares of Common Stock of any other stock-based award shall be determined by the Committee and may be based upon one or more performance targets based on one or more performance measures or any other specific criteria, including service to the Company or any affiliate, as determined by the Committee. | | 53 | | | Dividend equivalents may be granted by the Committee based on dividends declared on shares of Common Stock, to be credited as of dividend payment dates with respect to dividends with record dates that occur during the period between the date an Award is granted to a Participant and the date such Award vests, is exercised, is distributed or expires, as determined by the Committee. Such Dividend Equivalents will be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such restrictions and limitations as may be determined by the Committee. **Additional Provisions** Awards granted under the Plan may not be transferred in any manner other than by will or by the laws of descent and distribution, pursuant to a qualified domestic relations order, or if vested, with the consent of the Committee. Notwithstanding the foregoing, Restricted Stock, once vested and free of any restrictions, may be transferred at will. Stock options granted under the Plan generally may be exercised for a period of three months after the termination of the optionees service to us, except in the case of death or permanent disability, in which case the options may be exercised for up to twenty four months following termination of the optionees service to us. Unless otherwise set forth in a participants award agreement, vesting of RSUs, RSAs, SARs, performance awards and stock bonus awards ceases on such participants termination of service. **** **Change of Control or Other Corporate Transactions** If we experience a change in control transaction, outstanding awards, including any vesting provisions, may be assumed or substituted by the successor company. Outstanding awards that are not assumed or substituted may, at the discretion of the Committee, be accelerated, replaced with other rights or property of similar value, be terminated and replaced by cash or the terms and conditions of such outstanding awards (including adjustments to the exercise price) may be otherwise equitably adjusted. In the event there is a specified type of change in our capital structure without our receipt of consideration, such as a stock split, appropriate adjustments will be made to the number of Shares reserved under the Plan, the maximum number of Shares that can be granted in a calendar year, and the number of Shares and exercise price, if applicable, of all outstanding awards under the Plan. **** **Repricing** The Board and the Administrator may not take action to impair the rights of a participant with respect to any outstanding award without the consent of the participant. Further, the Board nor the Committee may not, without approval of the stockholders of the Company, or except as provided under Paragraph XIII of the Plan, (a) increase the maximum aggregate number of shares that may be issued under the Plan, (b) reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan, or (c) cancel any outstanding Option or Stock Appreciation Right in exchange for cash or another Award when the per share price of the Option or Stock Appreciation Right exceeds the fair market value of the underlying shares of Common Stock. **Amendment and Termination** The Plan will terminate in September 2033 (ten years following the date the Board approved the amendment and restatement of the Plan), unless it is terminated earlier by the Board. The Board may amend or terminate the Plan at any time, which may be without shareholder approval, unless required by applicable law or listing standards. **** **Federal Income Tax Consequences** The following is a brief summary of the federal income tax consequences applicable to awards granted under the 2012 Plan based on federal income tax laws in effect on the date of this Information Statement. | | 54 | | | This summary is not intended to be exhaustive and does not address all matters that may be relevant to a particular participant. The summary does not discuss the tax laws of any state, municipality, or foreign jurisdiction, or gift, estate, excise, payroll, or other tax laws other than federal income tax law. The following is not intended or written to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. Because circumstances may vary, we advise all participants to consult their own tax advisors under all circumstances. **** **Incentive Stock Options (ISOs)**. An optionee generally realizes no taxable income upon the grant or exercise of an ISO. However, the exercise of an ISO may result in an alternative minimum tax liability to the employee. With some exceptions, a disposition of shares purchased under an ISO within two years from the date of grant or within one year after exercise produces ordinary income to the optionee equal to the value of the shares at the time of exercise less the exercise price. The same amount is deductible by the Company as compensation, provided that the Company reports the income to the optionee. Any additional gain recognized in the disposition is treated as a capital gain for which the Company is not entitled to a deduction. However, if the optionee exercises an ISO and satisfies the holding period requirements, the Company may not deduct any amount in connection with the ISO. If a sale or disposition of shares acquired with the ISO occurs after the holding period, the employee will recognize long-term capital gain or loss at the time of sale equal to the difference between proceeds realized and the exercise price paid. In general, an ISO that is exercised by the optionee more than three months after termination of employment is treated as an NQSO. ISOs are also treated as NQSOs to the extent that they first become exercisable by an individual in any calendar year for shares having a fair market value (determined as of the date of grant) in excess of $100,000. **Non-Qualified Stock Options (NQSOs)**. An optionee generally has no taxable income at the time of grant of an NQSO but realizes income in connection with exercise of the option in an amount equal to the excess (at the time of exercise) of the fair market value of shares acquired upon exercise over the exercise price. The same amount is deductible by the Company as compensation, provided that, in the case of an employee option, the Company reports the income to the employee. Upon a subsequent sale or exchange of the shares, any recognized gain or loss after the date of exercise is treated as capital gain or loss for which the Company is not entitled to a deduction. **** **SARs**. Generally, the recipient of a SAR will not recognize taxable income at the time the SAR is granted. If a participant receives the appreciation inherent in the SAR in cash, the cash will be taxed as ordinary income to the participant at the time it is received. If a participant receives the appreciation inherent in the SAR in shares, the spread between the then-current market value and the base price will be taxed as ordinary income to the participant at the time it is received. In general, there will be no federal income tax deduction allowed to the Company upon the grant or termination of SARs. However, upon the settlement of a SAR, the Company will be entitled to a deduction equal to the amount of ordinary income the recipient is required to recognize as a result of the settlement. **** **Restricted Stock Awards**. The recipient of a RSA will not recognize any taxable income for federal income tax purposes in the year of the award, provided that the shares are subject to restrictions (that is, they are nontransferable and subject to a substantial risk of forfeiture). However, the recipient may elect under Section 83(b) of the Internal Revenue Code to recognize compensation income in the year of the award in an amount equal to the fair market value of the shares on the date of the award (less the purchase price, if any, paid for such shares), determined without regard to the restrictions. If a Section 83(b) election is made, the capital gain/loss holding period for such shares commences on the date of the award. Any further change in the value of the shares will be taxed as a capital gain or loss only if and when the shares are disposed of by the recipient. If the recipient does not make a Section 83(b) election, the fair market value of the shares on the date the restrictions lapse will be treated as compensation income to the recipient and will be taxable in the year the restrictions lapse, and the capital gain/ loss holding period for such shares will also commence on such date. **** **Restricted Stock Units**. No income generally will be recognized upon the award of RSUs. The recipient of an RSU generally will be subject to tax at ordinary income rates on the market price of unrestricted shares on the date that such shares are transferred to the participant under the award (reduced by any amount paid, if any, by the participant for such RSUs), and the capital gain/loss holding period for such shares will also commence on such date. **** **New Plan Benefits** Awards under the Plan are within the discretion of the Administrator. As a result, the benefits that will be awarded under the Plan, including to our non-employee directors, are not determinable at this time. **** **** **** **** | | 55 | | | **** **Existing Plan Benefits to Named Executive Officers and Others** The following table summarizes the grants made to our named executive officers (as identified under Executive Compensation, below), all current executive officers as a group, all current non-executive directors as a group and all current non-executive employees as a group, from the inception of the Plan through December 31, 2025. The closing price per share of our common stock on December 31, 2025 was $0.0234. | Name and Position(1) | | RSA Granted Since Adoption of the Plan | | | | Chan Sze Yu,Chief Executive Officer, Chief Financial Officer, Secretary and Director | | | | | | | Man Chung CHAN, FormerChief Executive Officer, Chief Financial Officer, Secretary and Director(2) | | | | | | | Tee Soo TAN, Former Director(2) | | | | | | | All current executive officers and directors (1 person) | | | | | | | All employees, including all officers who are not executive officers, as a group (47 persons) | | | | | | | All non-employees, including all directors, as a group (0 persons) | | | 37,075,060 | | | | TOTAL(3) | | | 37,075,060 | | | _______________ | | (1) | No person has received 5% or more of the total awards granted under the Plan since its inception. | | | | (2) | Man Chung CHAN resigned from his offices with the Company on August 12, 2024. Tee Soo TAN reigned from his positions with the Company on September 27, 2024. | | | | (3) | Represents total shares of common stock granted since the adoption of the Plan to all employees and non-employees (current and former) who received awards under the Plan. As of December 31, 2025, there were 37,075,060 total RSAs outstanding under the Plan. | | The following table provides information about the Companys equity compensation plans as of December31, 2025. | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | | Weighted-averageexercise price of outstanding options, warrants and rights | | | Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)) | | | | PLAN CATEGORY | | (a) | | | (b) | | | (c) | | | | Equity compensation plans approved by security holders | | | | | | | | | | | | | | | Equity compensation plans not approved by security holders (1) | | | | | | | | | | | 0 | | | | Total | | | | | | | | | | | 0 | (2) | | | | (1) | Pursuant to SEC rules and the reporting requirements for this table, we have not included in (a) above 37,075,060 shares of restricted stock issued pursuant to the plan. | | | | (2) | Represents securities remaining available for issuance under our Plan as of December31, 2025 that may be granted in the form of unrestricted common stock, restricted common stock, options to purchase shares of common stock, stock appreciation rights, restricted stock units, dividend equivalents, performance awards or other stock-based awards. As of the date of this Annual Report, the Company issued an aggregate total of 37,075,060 shares issued under the Plan. | | | | 56 | | | **Registration with the Securities and Exchange Commission** 17,000,000,000 shares of common stock reserved for issuance under the Plan were registered on Form S-8 with the Securities and Exchange Commission (the SEC) on September 21, 2023. Effective April 23, 2024, the Company effectuated a reverse stock split whereby each three thousand (3,000) shares of Common Stock issued and outstanding prior to the effective time were combined and converted into one (1) shares of Common Stock. As a result, the number of shares reserved for issuance under the 2023 Plan was equitably reduced to 5,666,667. On December 28, 2024, the Board approved an amendment to the 2023 Plan to increase the number of shares available for issuance under the Plan to an aggregate of 37,075,060 shares. A registration statement on Form S-8 covering these additional shares was filed with the SEC on February 11, 2025. **ITEM 13. Certain Relationships and Related Transactions, and Director Independence.** Other than as disclosed below, there are no transactions during our two most recent fiscal years ended December 31, 2025, and December 31, 2024, or any currently proposed transaction, in which our Company was or to be a participant and the amount exceeds the lesser of $120,000 or one percent of the average of our Companys total assets at year end for our last two completed years, and in which any of our directors, officers or principal stockholders, or any other related person as defined in Item 404 of Regulation S-K, had or have any direct or indirect material interest. *Temporary Advances from and Payments to Related Parties* ** From time to time, the following related parties advanced funds to the Company for capital expenditures and working capital purpose: | Name of related parties | | Relationship | | December 31, 2025 | | | December 31, 2024 | | | | Chan Sze Yu | | CEO and Director | | $ | 1,599,217 | | | $ | 1,088,838 | | | | Young Chi Kin, Eric | | Major shareholder | | $ | 1,012,225 | | | $ | 826,716 | | | Those temporary advances are unsecured, non-interest bearing and have no fixed terms of repayment. During the year ended December 31, 2025, companies which are controlled by Chan Sze Yu, our CEO and director, advanced $592,191 and repaid $295,685, and we advance from Yong Chi Kin, Eric, our major shareholder, $470,634 and repaid $71,823. During the year ended December 31, 2024, companies which are controlled by Chan Sze Yu, our CEO and director, advanced $68,429, and Yong Chi Kin, Eric, our major shareholder, advanced $826,716 to us, respectively. These temporary advances are unsecured, non-interest bearing and have no fixed terms of repayment. *Other Transactions* For the years ended December 31, 2025 and 2024, the Company paid delivery service fees of $17,845 and $0 to KSK Asia (Hong Kong) Limited, a related company held by Chan Sze Yu, our director. The delivery services were provided in accordance with normal commercial terms and at market price. For the years ended December 31, 2025 and 2024, the Company paid $83,832 and $0 as compensation to Young Chi Kin Eric, the controlling shareholder of the Company who is also employed by our subsidiaries KSK Logistic Limited and United Warehouse Management Limited. *Earnout Issuances* 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 UWMCs 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 December 31, 2025, pursuant to the terms and calculations of the earnout provision, Marvions management determined that the current major shareholders of the Company (formerly UWMC shareholders) were entitled to receive aggregate Earn Out Payments of $2.5million, of which $0.5 million were settled through the issuance of 14,992,504 shares of the Companys common stock. These shares were issued on December 1, 2025, to Chan Sze Yu, CEO and director, at $0.03335 per share. | | 57 | | | We charged all related development costs to expenses as incurred and recognized as Technology and development expenses in the consolidated statement of operations. During the year ended December 31, 2025, we incurred the related development fee of $0. We have not adopted policies or procedures for approval of related person transactions but review them on a case-by-case basis. We believe that all related party transactions were on terms at least as favorable as we would have secured in arms-length transactions with third parties. Except as set forth above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons. **Director Independence** Though not a listed company, we intend to adhere to the corporate governance standards adopted by NASDAQ. NASDAQ rules require our Board to make an affirmative determination as to the independence of each director. Consistent with these rules, our Board conducted its annual review of director independence. During the review, our Board considered relationships and transactions since incorporation between each director or any member of her immediate family, on the one hand, and us and our subsidiaries and affiliates, on the other hand. The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent. Based on this review, our Board determined that none of the current members of our Board are independent directors under the criteria established by NASDAQ and by our Board. **ITEM 14. Principal AccountING Fees And Services.** Victor Mokuolu, CPA PLLC audited our financial statements for the fiscal years ended December 31, 2025, and 2024. All audit work was performed by the full time employees of Victor Mokuolu, CPA PLLC for the fiscal years ended December 31, 2025, and 2024. Our board of directors does not have an audit committee. The functions customarily delegated to an audit committee are performed by our full board of directors. Our board of directors approves in advance, all services performed by Victor Mokuolu, CPA PLLC, but have not adopted pre-approval policies or procedures. Our board of directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountants independence, and has approved such services. The following table sets forth fees billed by our auditor during the last two fiscal years for services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax advice and tax planning, and all other fees for services rendered. | | | December 31, 2025 | | | December 31, 2024 | | | | | | | | | | | | | Audit fees | | $ | 96,085 | | | $ | 60,000 | | | | Audit related fees | | | | | | | | | | | Tax fees | | | | | | | | | | | All other fees | | | | | | | | | | | Total | | $ | 96,085 | | | $ | 60,000 | | | **** **** **** **** | | 58 | | | **** **PART IV** **ITEM 15. Exhibits and Financial Statement Schedules.** The following documents are filed as part of this report: | (1) | Financial Statements | | Financial Statements are included in Part II, Item 8 of this report. | (2) | Financial Statement Schedules | | No financial statement schedules are included because such schedules are not applicable, are not required, or because required information is included in the financial statements or notes thereto. | (3) | Exhibits | | | Exhibit No. | | Description | | | | | | | | 3.1 | | Restated Articles of Incorporation(1) | | | 3.2 | | Amended and Restated Certificate of Designation, Preferences and Rights of Series B Preferred Stock(2) | | | 3.3 | | Certificate of Amendment to Restated Articles of Incorporation filed January 17, 2023(3) | | | 3.4 | | Certificate of Amendment to Restated Articles of Incorporation filed April 23, 2024(3) | | | 3.5 | | Bylaws(1) | | | 4.1 | | Specimen certificate evidencing shares of Common Stock(1) | | | 4.2 | | Description of Securities(4) | | | 10.1 | | Stock Purchase Agreement, dated August 15, 2024, by and between Marvion Inc., United Warehouse Management Corp., a British Virgin Island corporation, and the shareholders of United Warehouse Management Corp.(5) | | | 10.2 | | Form of Promissory Note made by Marvion Inc. in favor of Chan Sze Yu.(5) | | | 10.3 | | Form of Promissory Note made by Marvion Inc. in favor of Fong Hiu Ching.(5) | | | 10.4 | | Form of Promissory Note made by Marvion Inc. in favor of Young Chi Kin Eric.(5) | | | 10.5 | | Share Exchange Agreement Version 2021001 posted and available for public on 18 October, 2021 on http://www.marvion.media(1) | | | 10.6 | | Confirmation dated October 18, 2021 by and among Lee Ying Chiu Herbert, So Han Meng Julian and Bonanza Goldfields Corp.(1) | | | 10.7 | | Lease, dated April 1, 2024, by and between Giant Winner Limited and United Warehouse Management Limited covering 80,000 sq. ft.(4) | | | 10.8 | | Lease, dated July 12, 2023, by and between Cheung Shun Shui and United Warehouse Management Limited(4) | | | 10.9 | | Marvion Inc. 2023 Incentive Stock Plan(6) | | | 10.10 | | First Amendment to the Marvion Inc. 2023 Stock Incentive Plan (7) | | | 10.11 | | Service Agreement, dated October 2, 2024, by and between United Warehouse Limited and StarWarehouse Engineering Limited(8) | | | 10.12 | | Settlement and Share Issuance Agreement, dated December 30, 2025, by and between Marvion Inc., United Warehouse Management Limited and Star Warehouse Engineering Limited (9) | | | | 59 | | | | 21 | | Subsidiaries* | | | 31.1 | | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | | | 31.2 | | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | | | 32.1 | | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | | | 32.2 | | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document * | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document * | | | 101.INS | | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) * | | | 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document * | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document * | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema Document * | | | 104 | | Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101). | | _______________________ | * | 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. | | **ITEM 16. FORM 10-K SUMMARY.** None. **** **** **** **** | | 60 | | | **** **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) 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. | | | | | | | | | | | | By: | /s/ CHAN Sze Yu | | | | | CHAN Sze Yu | | | | | Chief Executive Officer and Chief Financial Officer | | Date:March 31, 2026 | | 61 | | |