Item 1. Financial Statements
Item
1 – Financial Statements
AMC
ROBOTICS CORPORATION
CONDENSED
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
March 31,
December 31,
2026
2025
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents
$ 6,632,619
$ 7,004,601
Accounts receivable
505
427
Accounts receivable - related party
3,114,877
2,065,890
Accounts receivable
3,114,877
2,065,890
Inventories, net
914,678
1,069,465
Prepaid expenses
270,958
355,467
Other receivable
107
-
Other receivable - related party, net
192,999
475,909
Other receivable
192,999
475,909
Advance to suppliers
3,677
3,677
Advance to suppliers – related party
21,387
21,387
Advance to suppliers
21,387
21,387
Prepayment - related party (current)
51,844
60,000
Total current assets
11,203,651
11,056,823
Right-of-use asset
88,354
101,221
Other non-current assets
7,697
7,697
Prepayment - related party
-
6,845
TOTAL ASSETS
$ 11,299,702
$ 11,172,586
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable - related party
$ 1,799
$ -
Accounts payable
$ 1,799
$ -
Accrued and other liabilities
672,727
701,844
Tax payable
6,627
6,627
Other payable - related party
1,786
-
Other payable
1,786
-
Lease liability - current
58,120
57,349
Warranty liabilities - current
31,493
30,023
Total current liabilities
772,552
795,843
Lease liability - noncurrent
37,931
52,753
Warranty liabilities - noncurrent
6,839
6,810
TOTAL LIABILITIES
817,322
855,406
Stockholders’ equity
Common stock, $ 0.0001 par value, 100,000,000 shares authorized, 22,600,363 and 22,595,363 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively
2,260
2,260
Additional paid-in capital
37,673,115
37,653,029
Accumulated deficits
( 27,192,508 )
( 27,338,109 )
Accumulated other comprehensive loss
( 487 )
-
Total stockholders’ equity
10,482,380
10,317,180
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 11,299,702
$ 11,172,586
The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
2
AMC
ROBOTICS CORPORATION
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
2026
2025
Three months ended
March 31,
2026
2025
REVENUES
Product revenue
$ 102,018
$ 1,221,803
Product revenue - related party
136,548
134
Revenue share – related party
946,050
570,588
Total Revenues
1,184,616
1,792,525
COST OF REVENUES
E-commerce platform expenses
( 16,576 )
( 355,968 )
Product cost - related party
( 140,802 )
( 909,624 )
Delivery and freight cost
( 6,273 )
( 13,178 )
Inventory impairment losses
( 309 )
( 25,425 )
Total Cost of Revenues
( 163,960 )
( 1,304,195 )
Gross Profit
1,020,656
488,330
OPERATING EXPENSES
General and administrative expenses
( 854,786 )
( 817,412 )
Sales and marketing expenses
( 14,332 )
( 404,112 )
Research and development expenses
( 22,999 )
( 14,559 )
Total Operating Expenses
( 892,117 )
( 1,236,083 )
INCOME (LOSS) FROM OPERATIONS
128,539
( 747,753 )
OTHER INCOME (EXPENSES)
Other income - related party
-
683,898
Other income (loss), net
( 9,490 )
7,185
Interest income
28,651
318
Interest expense
-
( 16,502 )
Total Other Income , Net
19,161
674,899
INCOME (LOSS) BEFORE INCOME TAX
147,700
( 72,854 )
Income tax expense
( 2,099 )
( 4,323 )
NET INCOME (LOSS)
$ 145,601
$ ( 77,177 )
Other comprehensive loss
( 487 )
( 110 )
TOTAL COMPREHENSIVE INCOME (LOSS)
$ 145,114
$ ( 77,287 )
NET INCOME (LOSS) PER SHARE: BASIC
0.01
( 0.00 )
NET INCOME(LOSS) PER SHARE: DILUTED
$ 0.01
$ ( 0.00 )
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC
22,596,196
18,000,000
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: DILUTED
24,810,555
18,000,000
The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
3
AMC
ROBOTICS CORPORATION
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)
Number of
Shares
Amount
Paid-in
Capital
Accumulated
Deficits
Comprehensive
Loss
Total
Common stock
Additional
Accumulated Other
Number of
Shares
Amount
Paid-in
Capital
Accumulated
Deficits
Comprehensive
Loss
Total
Balance as of January 1, 2025
18,000,000
$ 1,800
$ 142,899
$ ( 2,470,588 )
$ ( 5,726 )
$ ( 2,331,615 )
Net loss
-
-
-
( 77,177 )
-
( 77,177 )
Other comprehensive loss
-
-
-
-
( 110 )
( 110 )
Balance as of March 31, 2025
18,000,000
$ 1,800
$ 142,899
$ ( 2,547,765 )
$ ( 5,836 )
$ ( 2,408,902 )
Balance as of January 1, 2026
22,595,363
$ 2,260
$ 37,653,029
$ ( 27,338,109 )
$ -
$ 10,317,180
Issuance of shares from exercise of warrants
5,000
-
20,085
-
-
20,085
Net income
-
-
-
145,601
145,601
Net income (loss)
-
-
-
145,601
145,601
Other comprehensive loss
-
-
-
-
( 487 )
( 487 )
Balance as of March 31, 2026
22,600,363
$ 2,260
$ 37,673,115
$ ( 27,192,508 )
$ ( 487 )
$ 10,482,380
The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
4
AMC
ROBOTICS CORPORATION
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
2026
2025
Three months ended
March 31,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)
$ 145,601
$ ( 77,177 )
Adjustments to reconcile net income (loss) to net cash (used in)/provided by operating activities:
Provision for warranty
1,499
9,426
Inventory impairment losses
( 309 )
25,425
Non-cash lease expenses
12,867
-
Changes in operating assets and liabilities:
Accounts receivable
( 78 )
( 210,298 )
Accounts receivable - related party
( 1,048,987 )
22,262
Inventories, net
155,096
1,038,114
Prepaid expenses
84,509
4,206
Other receivable
( 107 )
-
Other receivable - related party, net
282,910
( 67,348 )
Advance to suppliers
-
( 6 )
Prepayment - related party
15,001
15,121
Accounts payable - related party
1,799
( 756,323 )
Accrued and other liabilities
( 29,116 )
195,425
Tax payable
-
( 53 )
Other payable - related party
1,786
5,543
Warranty liabilities
-
( 332 )
Lease liability
( 14,051 )
-
Net cash (used in) / provided by operating activities
$ ( 391,580 )
$ 203,985
CASH FLOWS FROM INVESTING ACTIVITIES
Repayment of note receivable - stockholder
-
15,862
Issuance of promissory note
-
( 321,486 )
Net cash used in investing activities
$ -
$ ( 305,624 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercised warrants
20,085
-
Net cash provided by financing activities
$ 20,085
$ -
Effect of changes of foreign exchange rate on cash and cash equivalent
( 487 )
4,286
Net decrease in cash and cash equivalents
( 371,982 )
( 97,353 )
Cash and cash equivalents - beginning of the period
7,004,601
358,887
Cash and cash equivalents - end of the period
$ 6,632,619
$ 261,534
Supplemental Cash Flow Disclosures
Cash paid for interest expenses
$ -
$ -
Cash paid for income taxes
$ -
$ -
NON-CASH INVESTING AND FINANCING ACTIVITIES
Unpaid deferred offering cost
$ -
$ 83,571
The
accompanying notes are an integral part of the unaudited condensed consolidated financial statements.
5
AMC
ROBOTICS CORPORATION
Notes
to CONSOLIDATED financial statements ( UNAUDITED )
1.
ORGANIZATION
AND BUSINESS BACKGROUND
Organization
and Business
AMC
Robotics Corporation (formerly known as AlphaVest Acquisition Corp.) (the “Company”) is a Delaware corporation and a publicly
traded holding company. The Company conducts its operations through its wholly owned subsidiaries.
The
Company and its consolidated subsidiaries as of March 31, 2026 are as follows:
SCHEDULE OF COMPANY AND ITS SUBSIDIARIES AND CONSOLIDATED ENTITIES
Company
Name
Date
of Incorporation
Place
of Incorporation
Ownership
Interest
Principal
Activities
AMC
Robotics Corporation (F/K/A AlphaVest Acquisition Corp.)
January
14, 2022
Delaware,
USA
-
Public
holding company
AMC
Corporation
October
21, 2021
Washington,
USA
100%
Sale
of security camera products
AMCV
Company Limited
January
5, 2026
Vietnam
100%
Manufacturing
and operational support
AMC
Corporation (“AMC” or the “Predecessor”) was incorporated in the State of Washington on October 21, 2021. The
Company designs and sells residential and small-business security camera products, including indoor and outdoor camera devices, which
are sourced from suppliers in Asia and sold primarily through e-commerce platforms in the United States, Canada, and Europe.
Formation
of New Subsidiary
On
January 5, 2026, the Company established a wholly owned subsidiary, AMCV Company Limited (“AMCV”), in Vietnam to support
manufacturing and operational activities related to the Company’s robotics products. As of March 31, 2026, AMCV had not commenced
material revenue-generating operations. The Company has begun initial operational setup activities, including administrative, hiring,
and procurement functions. The accompanying unaudited condensed consolidated financial statements include the accounts of AMCV from its
date of incorporation, and its impact on the Company’s financial position as of March 31, 2026 and results of operations for the
period from its date of incorporation through March 31, 2026 was not material.
Reverse
Recapitalization and Basis of Presentation
On
December 9, 2025, the Company consummated a business combination (“Business Combination”) with AlphaVest Acquisition Corp.,
a special purpose acquisition company (the “SPAC” or “AlphaVest”). The transaction was accounted for as a reverse
recapitalization in accordance with ASC 805-40, with AMC determined to be the accounting acquirer.
Under
this method of accounting, the transaction is treated as a capital transaction rather than a business combination. Accordingly, the assets
and liabilities of AlphaVest were recognized at their historical carrying values, with no goodwill or identifiable intangible assets
recorded. AlphaVest’s historical equity accounts were eliminated, and the equity structure was retroactively adjusted to reflect
that of the combined company. The net assets received from AlphaVest were recognized as a capital contribution, with the offset recorded
within additional paid-in capital (“APIC”).
6
As
a result, the unaudited condensed consolidated financial statements represent a continuation of AMC’s historical financial statements.
All share and per-share information has been retroactively adjusted to reflect the legal capital structure of AMC Robotics Corporation
for all periods presented.
The
significant equity transactions completed in connection with the Business Combination, including the issuance of shares to public shareholders,
PIPE investors, sponsor and founder shareholders, and the conversion of sponsor-related instruments, are disclosed in Note 11 –
Stockholders’ Equity.
As
of December 31, 2025, the Company had 22,595,363 shares of common stock issued and outstanding. During the three months ended March 31,
2026, there were no significant changes to the Company’s capital structure, except for the exercise of 5,000 warrants for 5,000
common shares.
Variable
Interest Entities
Historically,
the Company conducted certain e-commerce operations through contractual arrangements with Shanghai Xiaoyun Technology Limited (“Xiaoyun”)
and Kunshan Yishijue Technology Limited (“Yishijue”), which were determined to be variable interest entities (“VIEs”)
under ASC 810. The Company was previously the primary beneficiary and consolidated these entities.
On
December 1, 2025, the Company terminated the contractual arrangements with Xiaoyun and Yishijue and transferred the ownership and operational
control of the related e-commerce platform accounts to the Company. As a result, the Company ceased to be the primary beneficiary and
deconsolidated these entities as of that date.
Accordingly,
as of March 31, 2026, the Company does not have any VIEs and does not have any continuing involvement with or exposure to losses from
Xiaoyun or Yishijue.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial
information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain
information and disclosures normally included in annual financial statements have been condensed or omitted.
In
the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation
of the financial position, results of operations, and cash flows for the interim periods presented have been included. The results of
operations for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the full
year ending December 31, 2026.
These
condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements
and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
7
The
Company’s fiscal year-end date is December 31.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Management
makes these estimates using the best information available at the time the estimates are made; however actual results could differ from
those estimates. Significant items subject to such estimates and assumptions include, but are not limited to, allowance for credit losses,
valuation of inventory, estimated replacement rates to calculate warranty liabilities and warranty expenses.
Foreign
Currency translation
The
Company’s reporting currency is the U.S. dollar (“USD”). The functional currency of AMC Robotics Corporation and its
wholly owned U.S. subsidiary is USD. The functional currency of the Company’s Vietnam subsidiary, AMCV Company Limited (“AMCV”),
is the Vietnamese Dong (“VND”).
Transactions
denominated in currencies other than the functional currency are translated at exchange rates prevailing on the transaction dates, with
resulting gains and losses recorded in other income (expense). Assets and liabilities of foreign operations are translated into USD at
period-end exchange rates, while revenues and expenses are translated at average exchange rates for the period. Translation adjustments
are recorded in accumulated other comprehensive income (loss).
For
the three months ended March 31, 2026, the Company used the following exchange rates for its Vietnam subsidiary:
SCHEDULE OF FOREIGN CURRENCY TRANSLATION
Period ended March 31, 2026
Balance sheet, except for equity accounts
₫ 26,237
VND to $ 1 USD
Income statement and cash flows
₫ 26,167
VND to $ 1 USD
As
a result of applying the above translation methodology, the Company recorded a foreign currency translation loss of approximately $ 487
for the three months ended March 31, 2026, which is included in accumulated other comprehensive loss in the unaudited condensed consolidated
balance sheets and in other comprehensive loss in the condensed consolidated statements of operations and comprehensive income (loss).
This translation adjustment primarily relates to the Company’s investment in its Vietnam subsidiary, AMCV Company Limited, whose
net assets are denominated in Vietnamese Dong. The adjustment arises from translating AMCV’s net assets at period-end exchange
rates while equity balances are maintained at historical exchange rates in accordance with ASC 830.
Prior
to the deconsolidation of Shanghai Xiaoyun Technology Limited and Kunshan Yishijue Technology Limited on December 1, 2025, these VIE
entities used the Renminbi (“RMB”) as their functional currency. Assets and liabilities were translated at period-end exchange
rates, while revenues and expenses were translated at average exchange rates during the period. For the three months ended March 31,
2025, the Company recognized a foreign currency exchange loss of approximately $ 110 , which was included in other income (expense), net.
The following table presents the RMB exchange rates used for translation purposes during the three months ended March 31, 2025:
Balance
sheet, except for equity accounts
¥
7.2606
RMB
to $ 1 USD
Income
statement and cash flows
¥
7.2757
RMB
to $ 1 USD
Cash
and Cash Equivalents
Cash
consists of cash on deposit with financial institutions that is unrestricted as to withdrawal or use. Cash equivalents include highly
liquid investments with original maturities of three months or less at the time of purchase.
For
purposes of the unaudited condensed consolidated statements of cash flows, the Company considers all highly liquid investments with an
original maturity of three months or less when purchased to be cash equivalents. Cash equivalents primarily consist of investments in
money market funds.
As
of March 31, 2026 and December 31, 2025, the Company had cash and cash equivalent balances of $ 6,632,619 and $ 7,004,601 , respectively.
Cash equivalents include investments in money market funds with original maturities of three months or less.
8
The
Company maintains its cash balances with financial institutions in the United States. These balances may, at times, exceed federally
insured limits of $ 250,000 per depositor per financial institution provided by the Federal Deposit Insurance Corporation (“FDIC”).
A portion of these balances, including amounts held in money market accounts, were not insured by the FDIC. The Company has not experienced
any losses on these accounts and management believes the Company is not exposed to significant credit risk on such balances.
Accounts
receivable and Accounts receivable - related party
Accounts
receivable is stated at the amount the Company expects to collect from customers through e-commerce platforms. Accounts receivable -
related party primarily represents amounts due from Kami Vision Incorporated (“Kami”) under revenue-sharing and service arrangements.
Refer to Note 6 - - Related Party Balances and Transactions.
The
Company evaluates expected credit losses on accounts receivable, including related party balances, using a loss-rate method in accordance
with ASC 326, which considers historical loss experience, current conditions, and reasonable and supportable forecasts.
As
of March 31, 2026 and December 31, 2025, no allowance for expected credit losses was recorded, as substantially all receivables are due
from customers and related parties with ongoing business relationships and are subject to regular settlement, and historical credit losses
have been insignificant. The Company writes off receivables when collection is no longer considered probable. To date, the Company has
not experienced material credit losses on accounts receivable or accounts receivable - related party.
Other
receivable - related party
Other
receivables - related party primarily consist of amounts due from Kami Vision Incorporated (“Kami”) for marketing-related
activities and from Ants Technology (HK) Limited (“Ants”) for operational and settlement-related transactions. The balances
presented in the condensed consolidated balance sheets are net of any allowance for expected credit losses. Refer to Note 6 - Related
Party Balances and Transactions.
The
Company evaluates expected credit losses on other receivables - related party in accordance with ASC 326 using a loss-rate method,
as described in “Accounts Receivable and Accounts Receivable - Related Party.”
As
of March 31, 2026 and December 31, 2025, no allowance for expected credit losses was recorded, as management determined that the risk
of non-collection is not significant based on historical experience and ongoing settlement activity.
Inventories,
net
Inventories
consist primarily of finished goods and include product costs and freight-in costs. Product costs are determined using the moving average
cost method. Freight-in costs are capitalized as part of inventory and allocated to products based on average cost per unit.
Inventories
are stated at the lower of cost or net realizable value (“NRV”). The Company evaluates inventories on a periodic basis and
records write-downs when the carrying value exceeds estimated NRV due to factors such as obsolescence, changes in demand, or market conditions.
NRV is defined as the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal,
and transportation. Any write-downs are recorded in cost of revenues in the period identified.
A
significant portion of the Company’s inventories is purchased from related parties, including ZKCam Technology Limited. Refer to
Note 6 - Related Party Balances and Transactions and Note 10 - Concentration Risk for additional information. The Company has obtained
extended payment terms from these suppliers, which may exceed standard commercial terms.
Revenue
The
Company generated revenues of $ 1,184,616 and $ 1,792,525 for the three months ended March 31, 2026 and 2025, respectively.
SCHEDULE OF REVENUE
2026
2025
Three months ended
March 31,
2026
2025
Revenues
Product revenue
$ 102,018
$ 1,221,803
Product revenue - related party
136,548
134
Revenue share - related party
756,008
570,588
Intelligent Information Service - related party
157,382
-
AI Service Sharing - related party
32,660
-
Total revenues
$ 1,184,616
$ 1,792,525
The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers . Revenue is recognized when control
of promised goods or services is transferred to customers in an amount that reflects the consideration to which the Company expects to
be entitled. The Company applies the five-step model to each of its revenue streams, as described below. Revenue is reported net of value
added taxes.
Revenue
Recognition
Product
Revenue
The
Company generates product revenue from both third-party customers and related parties, including ZKCam Technology Limited., Shanghai
Xiaoyun Technology Co., Ltd. and Kunshan Technology Co., Ltd.
9
For
product sales via e-commerce platforms, primarily Amazon, as well as direct sales to customers, contracts are established through customer
orders. The Company has a single performance obligation to deliver products to customers. The transaction price is the fixed sales price,
net of promotional discounts offered on the platforms. As there is a single performance obligation, the transaction price is fully allocated
to product delivery.
Revenue
is recognized at a point in time when control of the products transfers to the customer, which is generally upon shipment. E-commerce
platforms facilitate shipping and collection; however, the Company retains control of the products prior to transfer.
For
product sales to related parties, including Kami and ZKCam, the terms are generally consistent with those of third-party transactions.
The Company recognized the revenue from product sales - related party at a point in time when control of the products is transferred
to the related party customer, which is generally upon shipment or delivery, depending on the contractual terms.
Payments
are typically received within 3 to 14 days after shipment for e-commerce sales or based on agreed terms for related party transactions.
As payments are not generally received in advance, no deferred revenue is recorded.
Revenue
Share – Related Party (Kami)
The
revenue sharing arrangements with its related party, Kami, related to cloud-based services & AI service sharing and intelligent information
services.
Cloud-based
services & AI service sharing
The
Company enters into a revenue sharing agreement with Kami, under which the Company refers customers to Kami’s cloud-based services,
including video storage, image analysis and alert-based features. The Company’s performance obligation is to provide referral services,
and it does not control the underlying services provided by Kami.
Revenue
is recognized when an end user referred by the Company subscribes to Kami’s cloud services and makes a payment. Kami provides the
Company with a monthly statement summarizing the revenue share generated from customers referred by the Company. The Company recognizes
revenue in the period in which the underlying subscription revenue is earned by Kami and reported to the Company.
Under
the original agreement, the Company was entitled to 30% of subscription revenues for new customers during the first year of subscription,
15% during the second year, and no revenue share thereafter. Effective July 1, 2025, the Company entered into an amended agreement with
Kami, under which the Company is entitled to 30% of subscription revenues for new customers referred by the Company during the first
three years of their recurring subscriptions. In accordance with ASC 606-10-25-12, this modification is not accounted for as a separate
contract, as it does not increase the scope of the contract nor does the pricing reflect standalone selling prices for additional goods
or services. Accordingly, the modification is accounted for prospectively and did not result in any adjustment to revenue previously
recognized.
The
transaction price for the revenue share is based on fixed contractual percentages of subscription revenues earned by Kami from referred
customers and does not include variable consideration or non-cash consideration. The Company has concluded that it acts as an agent in
this arrangement and therefore recognizes revenue on a net basis representing its share of the consideration received.
In
January 2026, based on the existing cloud services, a new AI service module has been developed, which utilizes AI technology to achieve
capabilities such as face recognition, motion capture, and fall detection provided to end users. Revenue generated from these services
is included within “Revenue Sharing - related party” in the accompanying condensed consolidated statements of operations.
The
sharing ratio of revenue AI service and is consistent , at 30%
Intelligent
information services
Beginning
in the fourth quarter of 2025, the Company generated revenue from arrangements with related parties associated with intelligent information
services. These arrangements are linked to products previously sold by the Company, where the Company enables access to downstream data-related
monetization channels developed and operated by its business partners.
The
Company does not control the underlying services provided to end users and does not have an ongoing obligation to perform services after
the initial enablement. Accordingly, the Company’s role is limited to facilitating access to these arrangements, and it participates
in a share of revenues generated by its business partners.
Revenue
is recognized when the underlying services are delivered by the business partners to end users and the related consideration is earned
and becomes determinable. The Company recognizes revenue on a net basis, representing its share of the amounts received, consistent with
its conclusion that it acts as an agent in these arrangements. Revenue generated from these services is included within “Revenue
Sharing - related party” in the accompanying condensed consolidated statements of operations.
10
Product
Return Policy
The
Company has a product return policy that permits e-commerce platform customers in North America to return products within 30 days from
the date of purchase. For items purchased during the holiday season from October to December, the return period is extended until the
end of January in the following year. For customers in Europe, the return period for e-commerce platforms is 30 days from the date of
purchase. Within these specified periods, the Company offers a full refund for returned products, provided the return criteria are met.
The
Company recognizes revenues adjusted for returns based upon the e-commerce platform statements, which reflect the actual refunds for
returns. The Company reviews the subsequent statements after the reporting date and adjusts revenue for returns related to sales in the
reporting period accordingly. For returns occurring during the reporting period, adjustments are made in the month of the return. During
the three months ended March 31, 2026 and 2025, the Company’s revenue was not significantly impacted by returns due to the short-term
free return policy.
For
revenue sharing derived from related party arrangements with Kami, including revenue sharing from cloud-based service and intelligent
information service, there are no product return rights or refund obligations applicable to the Company. These revenues are based on
subscription or service usage by end users of Kami’s platform and are recognized based on amounts reported by Kami. As such, no
returns or refund estimates are recorded for these revenue streams.
Product
Warranty
The
Company provides standard product warranties to customers who purchase products through e-commerce platforms. For customers in North
America, the Company offers a one-year warranty from the date of purchase covering replacement of malfunctioning products. For customers
in Europe, the warranty period extends to two years from the date of purchase.
These
warranties are assurance-type warranties as defined under ASC 606 and do not provide services beyond assuring that the product complies
with agreed-upon specifications and continues to function as intended. Accordingly, the warranties are not accounted for as separate
performance obligations.
The
Company estimates the expected costs of fulfilling warranty obligations and records a warranty liability at the time of sale, with a
corresponding expense recognized in the unaudited condensed consolidated statements of operations. The estimation of warranty costs is
based on historical experience, including product failure rates and replacement costs, as well as current trends and expectations.
Gross
versus Net Revenue Presentation
The
Company evaluates whether it acts as a principal or agent in accordance with ASC 606.
For
product sales via e-commerce platforms, the Company acts as a principal and recognizes revenue on a gross basis, as it controls the products
prior to transfer to customers, bears inventory risk, sets pricing, and is responsible for fulfillment.
For
revenue sharing arrangements with Kami, including both cloud-based service and intelligent information service, the Company acts as an
agent, as it does not control the underlying services provided to end users and has no ongoing performance obligation after the initial
enablement. Accordingly, revenue is recognized on a net basis, representing the Company’s share of the consideration generated
from end users.
Cost
of revenues
Cost
of revenues includes cost of products, e-commerce platform fees, delivery and freight costs, and inventory impairment loss. The Company
expenses cost of revenues in conjunction with sales as incurred. The Company incurred cost of revenues of $ 163,960 and $ 1,304,195 for
the three months ended March 31, 2026 and 2025, respectively.
General
and administrative expenses
General
and administrative expenses primarily consist of costs for consulting fee, payroll expenses, storage fees, and professional fees. The
Company has expensed all general and administrative expenses costs as incurred. For the three months ended March 31, 2026 and 2025, the
Company incurred general and administrative expenses of $ 854,786 and $ 817,412 , respectively.
11
Sales
and marketing expenses
Sales
and marketing expenses primarily consist of costs for the promotion of business brand and product marketing and warranty expenses. The
Company expensed all sales and marketing costs as incurred. For the three months ended March 31, 2026 and 2025, the Company incurred
sales and marketing expenses of $ 14,332 and $ 404,112 , respectively.
Provision
for credit losses
The
Company estimates expected credit losses on accounts receivable, other receivables, and related party receivables using a loss-rate method
in accordance with ASC 326. This approach incorporates historical loss experience, current conditions, and reasonable and supportable
forecasts.
For
the three months ended March 31, 2026 and 2025, the Company did no t record a provision for expected credit losses.
As
of March 31, 2026 and December 31, 2025, there was no allowance for credit losses. Based on the Company’s historical experience,
the nature of its counterparties, and ongoing collection activity, management concluded that expected credit losses are insignificant.
Comprehensive
loss
The
Company applies ASC 220, Comprehensive Income, with respect to reporting and presentation of comprehensive loss and its components in
a full set of financial statements. Comprehensive loss is defined to include all changes in equity of the Company during a period arising
from transactions and other events and circumstances except those resulting from investments by shareholders and distributions to shareholders.
For the periods presented, the Company’s comprehensive income (loss) includes net income (loss) and other comprehensive income
(loss), which primarily consists of the foreign currency translation adjustments.
Income
taxes
The
Company accounts for income taxes in accordance with ASC 740, Income Taxes . The provision for income taxes is determined using
the asset and liability approach, under which deferred tax assets and liabilities are recognized for the future tax consequences of differences
between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates expected to apply
in the periods in which those differences are expected to reverse.
Valuation
allowances are recorded to reduce deferred tax assets when it is more likely than not that such assets will not be realized. In assessing
the need for a valuation allowance, management considers all available positive and negative evidence, including historical operating
results, projections of future taxable income, and the expected timing of reversal of existing temporary differences. Based on this assessment,
the Company has recorded a full valuation allowance against its deferred tax assets as of March 31, 2026 and December 31, 2025.
The
Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the position will be sustained upon
examination. Interest and penalties related to uncertain tax positions are recognized as a component of income tax expense. As of March
31, 2026 and December 31, 2025, the Company had no material uncertain tax positions. The Company’s tax returns remain subject to
examination by taxing authorities for all years since inception.
12
Private
Investment in Public Equity (“PIPE”) Financing and PIPE Warrants
In
connection with the closing of the Business Combination on December 9, 2025 (the “Closing Date”), the Company entered into
securities purchase agreements (the “PIPE Agreements”) with certain investors (the “PIPE Investors”), pursuant
to which the Company issued an aggregate of 800,000 shares of common stock at a purchase price of $ 10.00 per share, for
gross proceeds of $ 8,000,000 (the “PIPE Financing”). The PIPE Financing was consummated concurrently with the Closing
and was accounted for as an equity issuance in accordance with ASC 505, with proceeds recorded within common stock and additional paid-in
capital (“APIC”).
In
connection with the PIPE Financing, the Company issued warrants to purchase shares of its common stock (the “PIPE
Warrants”). At the Closing Date, the PIPE Warrants represented the right to acquire an aggregate of 2,240,000 shares
of common stock, with an exercise price of approximately $ 10.00 per
share, subject to adjustment. The PIPE Warrants include provisions under which the exercise price and the number of shares issuable
upon exercise are subject to adjustment based on a reference stock price, as defined in the warrant agreements, determined on the
reset date of December 30, 2025. As a result of these provisions, the exercise price was adjusted and the total number of shares
underlying the PIPE Warrants increased to 5,576,301 shares
upon the reset event. The PIPE Warrants contain dividend participation rights that entitle holders to participate in dividends and other
distributions declared on common stock on an as-exercised basis, subject to the beneficial ownership limitation. Accordingly, the PIPE
Warrants are considered participating securities for purposes of computing earnings per share in
accordance with ASC 260, Earnings Per Share.
The
Company evaluated the PIPE Warrants for classification as either equity or liability instruments in accordance with ASC 480, Distinguishing
Liabilities from Equity , and ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity . The Company
determined that the PIPE Warrants failed the indexation guidance under ASC 815-40 due to provisions that introduce variability in the
number of shares deliverable upon settlement and are not inputs solely based on the Company’s own stock. Accordingly, the PIPE
Warrants were initially recorded at fair value upon issuance as a derivative liability.
Upon
the occurrence of the reset event on December 30, 2025, the terms of the PIPE Warrants became fixed, including a fixed exercise price
and a determinable number of shares issuable upon exercise. Accordingly, the PIPE Warrants met the criteria for equity classification
under applicable accounting guidance and were reclassified from derivative liabilities to equity in the amount of $ 30,558,129 . The reclassification
was recorded at the fair value of the PIPE Warrants as of the reclassification date.
Earnings
Per Share
Basic
earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period.
Diluted earnings per share is computed by reflecting the potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock, unless the effect would be anti-dilutive.
The
Company applies the two-class method in computing earnings per share, as its PIPE Warrants are considered participating securities.
Under the two-class method, net income is allocated between common stockholders and participating securities based on their
respective rights to participate in earnings. For the three months ended March 31, 2026, the Company reported net income of $ 145,601 .
Of this amount, approximately $ 116,785
was allocated to common stockholders and approximately $ 28,816
was allocated to participating securities. The weighted-average number of common shares outstanding was 22,596,196
for the period.
Basic
and diluted earnings per share were calculated as follows:
SCHEDULE OF EARNINGS PER SHARE BASIC AND DILUTED
Three Months Ended
March 31, 2026
Three Months Ended
March 31, 2025
Basic earnings per share:
Net income (loss)
$ 145,601
$
( 77,177
)
Less: income allocated to participating securities
$ ( 28,816
)
$
-
Net income (loss) allocated to common stockholders
$ 116,785
$
( 77,177
)
Weighted-average shares outstanding – basic
22,596,196
18,000,000
Earnings per share – basic
$ 0.01
$
( 0.00
)
Diluted earnings per share
Net income (loss)
$ 145,601
$ ( 77,177 )
Weighted-average shares outstanding – diluted
24,810,555
18,000,000
Earnings per share – diluted
$ 0.01
$ ( 0.00 )
Diluted
earnings per share is equal to basic earnings per share for the period presented, as the Company’s participating securities are
included in the allocation of earnings under the two-class method and there are no additional dilutive instruments.
13
Fair
value measurements
The
Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”),
with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy
that prioritizes the input used in measuring fair value as follows:
●
Level
1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;
●
Level
2: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments
in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant
inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets
or liabilities.
●
Level
3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants
would use in pricing the asset or liability.
The
carrying values of cash, accounts receivable, advance to suppliers, other current assets, accounts payable, accrued liabilities, and
other current liabilities approximate fair value due to the short-term nature of these instruments. Pursuant to ASC 820 and ASC 825,
the fair value of cash is determined based on Level 1 inputs. The Company does not have any “Level 2” or “Level 3”
fair value assets or liabilities.
Segment
reporting
The
Company applies ASC 280, Segment Reporting , which requires operating segments to be identified based on the internal reporting
reviewed by the chief operating decision maker (“CODM”) to allocate resources and assess performance. The Company’s
chief executive officer serves as the CODM.
The
Company operates its business through e-commerce platforms and manages its operations on a geographic basis. As of March 31, 2026, the
Company has determined that it has two operating and reportable segments: (1) North America and (2) Europe.
Revenue
is attributed to geographic regions based on the location of the end customer. Revenue generated from regions outside North America and
Europe is not material.
The
Company has also established a wholly owned subsidiary in Vietnam to support manufacturing and operational activities. As of March 31,
2026, this subsidiary has not generated revenue. The costs and operating expenses associated with the Vietnam entity are included within
the Company’s consolidated operating results and are not evaluated separately by the Company’s chief operating decision maker
(“CODM”). Accordingly, the Vietnam operations do not constitute a separate operating or reportable segment under ASC 280.
Prior
to December 1, 2025, the Company’s operations included activities conducted through variable interest entities (“VIEs”)
in China, which were presented as a separate segment. Following the termination of the VIE arrangements in December 2025, the Company
no longer has operations in China, and accordingly, no China segment is presented for the three months ended March 31, 2026.
14
Revision
of Previously Issued Consolidated Financial Statements
During
the preparation of the Company’s unaudited condensed consolidated financial statements for the quarter ended March 31, 2026,
management identified certain immaterial errors primarily related to the accrual of certain general and administrative expenses
in the Company’s previously issued consolidated financial statements for the year ended December 31, 2025.
The
errors primarily related to professional service fees for services substantially performed prior to December 31, 2025 that were not accrued
as of year-end. Management evaluated the errors
in accordance with ASC 250, Accounting Changes and Error Corrections , SEC Staff Accounting Bulletin (“SAB”) No. 99,
Materiality , and SAB No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements .
Management
concluded that the errors were not material, individually or in the aggregate, to the Company’s previously issued annual financial
statements for the year ended December 31, 2025. Accordingly, amendment or reissuance of the previously issued annual financial statements
was not required. However, management further concluded that correction of the errors entirely within the current reporting period would
materially misstate the Company’s results of operations for the quarter ended March 31, 2026 and fiscal year 2026. Therefore, the Company revised the comparative prior-period balances included herein to correct such immaterial
prior-period errors.
The
impact of the revision to record the omitted professional fee accruals on the Company’s previously reported consolidated balance
sheet as of December 31, 2025 was as follows:
SCHEDULE OF PREVIOUSLY REPORTED CONSOLIDATED BALANCE SHEET
As Previously Reported
Adjustment
As Revised
Accrued and other liabilities
$ 592,822
$ 109,022
$ 701,844
Accumulated deficit
$ ( 27,229,088 )
$ ( 109,022 )
$ ( 27,338,110 )
15
Recently
issued accounting pronouncements
In
October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure
Update and Simplification Initiative. ASU 2023-06 modifies the disclosure or presentation requirements of a variety of Topics in the
Codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. Because of
the variety of Topics amended, a broad range of entities may be affected by one or more of those amendments. Many of the amendments allow
users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject
to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For
entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements
with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions
on transfer, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from
Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, the amendments will be effective
two years later. The amendments in this update should be applied prospectively. For all entities, if by June 30, 2027, the SEC has not
removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment will be removed
from the Codification and will not become effective for any entity. The Company is currently evaluating the potential impact this standard
will have on its consolidated financial statements and related disclosures.
On
November 4, 2024, the FASB issued ASU 2024-03, which requires disaggregated disclosure of income statement expenses for public business
entities (PBEs). ASU 2024-03 adds ASC 220-40 to require a footnote disclosure about specific expenses by requiring PBEs to disaggregate,
in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural
expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation,
depletion, and amortization (DD&A) recognized as part of oil- and gas-producing activities or other types of depletion expenses.
The tabular disclosure would also include certain other expenses, when applicable. The ASU does not change or remove existing expense
disclosure requirements; however, it may affect where that information appears in the footnotes to the financial statements. ASU 2024-03
shall be effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting
periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating
the potential impact this standard will have on its consolidated financial statements and related disclosures.
In
July 2025, the Financial Accounting Standards Board issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement
of Credit Losses for Accounts Receivable and Contract Assets , which amends the guidance in ASC 326. The amendments simplify the measurement
of expected credit losses for accounts receivable and contract assets by permitting entities to use a practical expedient based on historical
loss rates, adjusted for current conditions and reasonable and supportable forecasts.
The
amendments in this update are effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal
years. Early adoption is permitted. The Company adopted ASU 2025-05 effective January 1, 2026. The adoption of this guidance did not
have a material impact on the Company’s consolidated financial statements.
The
Company is currently evaluating the impact of ASU 2025-05 on its consolidated financial statements and does not expect the adoption of
this guidance to have a material impact.
Other
accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material
impact on the consolidated financial statements upon adoption. We do not discuss recent standards that are not anticipated to have an
impact on or are unrelated to our consolidated financial condition, results of operations, cash flows or disclosures.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as modified by the Jumpstart
Our Business Startups Act of 2012, and it continues to qualify as such as of March 31, 2026. As an emerging growth company, the Company
may take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging
growth companies, including, but not limited to, exemption from the independent registered public accounting firm attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and
proxy statements, and exemptions from the requirements to hold a nonbinding advisory vote on executive compensation and to obtain stockholder
approval of any golden parachute payments not previously approved.
16
In
addition, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies are required to comply with such standards. The Company has elected not to opt out of this
extended transition period. As a result, when a standard is issued or revised with different application dates for public and private
companies, the Company may adopt the new or revised standard at the time private companies adopt such standard. Accordingly, the Company’s
financial statements may not be comparable to those of public companies that comply with new or revised accounting standards on earlier
effective dates.
3.
ACCOUNTS
RECEIVABLE
Accounts
receivable represents amounts due from customers in the ordinary course of business, primarily from e-commerce platform sales.
As
of March 31, 2026 and December 31, 2025, accounts receivable was $ 505 and $ 427 , respectively. No allowance for credit losses was recorded,
as balances are immaterial and short-term in nature.
4.
INVENTORIES
- NET
As
of March 31, 2026 and December 31, 2025, the Company had inventory balances of $ 914,678 and $ 1,069,465 , consisting of the following:
SCHEDULE OF INVENTORY NET
March 31,
2026
(Unaudited)
December 31,
2025
Purchased goods
$ 1,069,168
$ 1,274,700
Freight-in costs
58,148
63,025
Inventory
1,127,316
1,337,725
Less: inventory impairment
( 212,638 )
( 268,260 )
Inventory, net
$ 914,678
$ 1,069,465
For
the three months ended March 31, 2026, the Company recognized an inventory provision of approximately $ 309 as inventory cost exceeded
net realizable value and recorded reductions of approximately $ 55,931 related primarily to inventories sold or otherwise utilized during
the period.
For
the three months ended March 31, 2025, the Company recognized an inventory provision of $ 25,425 , as the inventory cost value exceeded
the net realizable value, and recorded a reduction of $ 271,546 for inventories that were removed, sold, or replaced under warranty.
The
movement of inventory impairment provisions are summarized as follows:
SCHEDULE OF INVENTORY IMPAIRMENT PROVISIONS
2026
2025
Three months ended
March 31,
2026
2025
Balance at the beginning of the period
$ 268,260
$ 798,046
Addition
309
25,425
Deletion
( 55,931 )
( 271,546 )
Balance at the end of the period
$ 212,638
$ 551,925
17
5.
PREPAID
EXPENSES
As
of March 31, 2026 and December 31, 2025, the Company had prepaid expenses of $ 270,958 and $ 355,467 , respectively. These balances primarily
consisted of prepaid federal and state income taxes and other routine prepaid operating expenses.
6.
RELATED
PARTY BALANCES AND TRANSACTIONS
The
principal related parties with which the Company had transactions for the three months ended March 31, 2026 and 2025, and balances as
of March 31, 2026 and December 31, 2025 are as follows:
Name
Relationship
with the Company
Sean
Da
CEO
and Board Chair, and majority stockholder
Senslab
HK Limited (hereinafter referred to as “Senslab HK”)
Affiliate
of Sean Da
Senslab
Technology Co., Ltd (hereinafter referred to as “Senslab SH”)
Affiliate
of Sean Da
Ants
Technology (HK) Limited (hereinafter referred to as “Ants”)
Affiliate
of Sean Da
Kami
Vision Incorporated (hereinafter referred to as “Kami”)
Affiliate
of Sean Da
Yunyizhilian
Information Technology Co., Ltd (hereinafter referred to as “Yunyizhilian”)
Entity
under common control with Sean Da
Shanghai
Xiaoyun Technology Co., Ltd. (hereinafter referred to as “Xiaoyun”)
Formerly
VIE
Kunshan
Ant Vision Electronic Technology Co., Ltd. (hereinafter referred to as “Yishijue”)
Formerly
VIE
ZKCam
Co., Ltd. (“ZKCam”)
Minority
Stockholder of the Company
Impact
of Related Party Transactions on Operations
During
the three months ended March 31, 2026 and 2025, related party transactions had the following impact on income (loss) before income tax:
SCHEDULE OF RELATED PARTY TRANSACTIONS
2026
2025
Related Party Transactions
Income (loss) before income tax
Income Statement
Three months ended
March 31,
2026
2025
Revenue share – related party (Kami)
$ 756,008
$ 570,588
Product revenue - related party (Kami)
-
134
Product revenue - related party (ZKCam)
135,364
-
Product revenue - related party (Xiaoyun)
517
-
Product revenue - related party (Yishijue)
667
-
Intelligent Information Service (Kami)
157,382
-
AI Service Sharing (Kami)
32,660
-
Product cost - related party (Senslab)
( 140,802 )
( 909,624 )
General and administrative expenses - Consulting fee-related party (Kami)
( 33,611 )
( 74,486 )
General and administrative expenses - Stockholder’s business travel expense (Sean)
( 21,736 )
( 25,800 )
General and administrative expenses - Financial consulting fee (Ants)
( 15,000 )
( 15,000 )
Other income - Marketing incentive subsidy income (Kami)
-
683,898
Total impact on income (loss) before income tax
$ 871,449
$ 229,710
% of income (loss) before income tax
608 %
N/M %
18
Related
Party Balances
As
of March 31, 2026 and December 31, 2025, balances with related parties were as follows.
Balance Sheet
Ants
Senslab SH
Senslab HK
ZKCam
Kami
Sean Da
Yi
shijue
Xiao
Yun
Total
Related Party Transactions
As of March 31, 2026
Balance Sheet
Ants
Senslab SH
Senslab HK
ZKCam
Kami
Sean Da
Yi
shijue
Xiao
Yun
Total
Accounts receivable - related party
$ -
$ -
$ -
$ 569,252
$ 2,544,441
$ -
$ 667
$ 517
$ 3,114,877
Other receivable - related party, net
4,872
37,005
-
146,979
4,143
192,999
Including:
-
Other receivable - related party
4,872
37,005
-
146,979
-
4,143
192,999
Prepayment - related party
51,844
-
-
-
-
-
51,844
Advance to suppliers – related party
-
-
21,387
-
-
-
-
21,387
Accounts payable - related party
1,799
-
-
-
-
-
1,799
Other payable - related party
-
-
-
-
-
1,786
1,786
Balance
Sheet
Ants
Senslab
SH
Senslab
HK
Xiaoyun
ZKCam
Kami
Sean
Da
Total
Related
Party Transactions
As of December 31, 2025
Balance
Sheet
Ants
Senslab
SH
Senslab
HK
Xiaoyun
ZKCam
Kami
Sean
Da
Total
Accounts
receivable - related party
$
-
$
-
$
-
$
433,888
$
1,632,002
$
-
$
2,065,890
Other
receivable - related party, net
4,872
26,406
4,035
-
-
440,596
475,909
Including:
-
-
-
-
Other
receivable - related party
4,872
26,406
4,035
-
-
440,596
475,909
Advance
to suppliers – related party
21,387
-
-
21,387
Prepayment
- related party
66,844
-
-
-
-
-
66,844
19
Specifically,
transactions with each related party presented in the above tables are as follows:
Senslab
HK Limited and Senslab Technology Co., Ltd
Balance
% of
Total
Assets
Balance
% of
Total
Assets
March 31,
December 31,
2026
2025
Balance
% of
Total
Assets
Balance
% of
Total
Assets
Advance to suppliers - related party (Senslab HK)
$ 21,387
0 %
$ 21,387
0 %
Other receivable - related party (Senslab SH)
37,005
0 %
26,406
0 %
Total
$ 58,392
1 %
$ 47,793
0 %
Balance
% of
Total
Assets
Balance
% of
Total
Assets
March 31,
December 31,
2026
2025
Balance
% of
Total
Liability
Balance
% of
Total
Liability
Accounts payable - related party (Senslab HK)
$ -
- %
$ -
- %
Accounts payable - related party (Senslab SH)
-
- %
-
- %
Total
$ -
- %
$ -
- %
Sean
Da, the Company’s majority stockholder, owns approximately 38 % of Senslab Technology Co., Ltd. (“Senslab SH”), which
owns 100 % of Senslab HK Limited (“Senslab HK”). Both entities are therefore considered related parties of the Company.
Historically,
the Company procured security cameras from Senslab HK. Senslab HK purchased the products from Senslab SH and exported them to the Company.
Beginning in the fourth quarter of 2023, after Senslab SH obtained import and export trade approval, the Company also began purchasing
security cameras directly from Senslab SH.
The
Company procured security cameras from Senslab HK for $ nil during the three months ended March 31, 2026 and 2025. During the same periods,
purchases from Senslab SH totaled $ nil and $ 186,005 , respectively. The significant decrease in purchases from related party suppliers
in 2026 was primarily due to a shift in the Company’s business model toward higher-margin revenue streams, including revenue sharing
and intelligent information services, which reduced the Company’s reliance on product sales and corresponding inventory purchases.
As
of March 31, 2026 and December 31, 2025, accounts payable due to Senslab HK and Senslab SH were $ nil for both periods.
Ants
Technology (HK) Limited
Balance
% of
Total
Asset
Balance
% of
Total
Asset
March 31,
December 31,
2026
2025
Balance
% of
Total
Asset
Balance
% of
Total
Asset
Prepayment - related party
$ 51,844
0 %
$ 66,844
1 %
Other receivable - related party
4,872
0 %
4,872
0 %
Total
$ 56,716
1 %
$ 71,716
1 %
Balance
% of
Total
Asset
Balance
% of
Total
Asset
March 31,
December 31,
2026
2025
Balance
% of
Total
liabilities
Balance
% of
Total
liabilities
Accounts Payable-related party
$ 1,799
1 %
$ -
- %
Total
$ 1,799
1 %
$ -
- %
Accounts Payable
$ 1,799
1 %
$ -
- %
20
Sean
Da, the Company’s majority stockholder, owns 95 % of Ants.
Prepayment
– Related Party
The
prepayment is amortized based on (i) revenue collected from the sale of Ants’ inventories, (ii) reimbursements of costs incurred
by Ants, and (iii) financial consulting fees payable to Ants beginning January 1, 2025 for bookkeeping support services at a monthly
rate of $ 5,000 .
For
the three months ended March 31, 2026 and 2025, the Company recognized $ 15,000 of financial consulting fees. Revenue collected from the
sale of Ants’ inventories was not material for the years presented.
As
of March 31, 2026 and 2025, the remaining prepayment balance was $ 51,844 and $ 66,844 , respectively.
Other
receivable – related party
As
of March 31, 2026 and December 31 2025, the Company had gross “other receivable – related party” balances due from
Ants of $ 4,872 and $ 4,872 , respectively.
Account
Payable – related party
During
the three months ended March 31, 2026 and ,2025, AMCV purchased security cameras from Ants in the amounts of $ 1,799 and $ nil , respectively.
As
of March 31, 2026 and December 31, 2025, accounts payable due to Ants were $ 1,799 and $ nil , respectively.
The
following table presents the movement of “other receivable – related party” balances due from Ants:
SCHEDULE OF OTHER RECEIVABLE - RELATED PARTY
March 31,
December 31,
2026
2025
Balance at the beginning of the period
$ 4,872
$ 1,790,009
Repayment from Ants (1)
-
( 1,790,009 )
Inventory Transfer /(Procurement) (2)
-
4,872
Balance at the end of the period
$ 4,872
$ 4,872
(1)
Prior
to April 2022, Ants collected payments from Amazon customers on behalf of the Company. Beginning in April 2022, the Company obtained
direct access to the third-party cross-border payment platform and began receiving customer payments directly. Accordingly, amounts previously
held by Ants were repaid to the Company.
(2)
Inventory-related
movements reflect transfers and procurement arrangements between the Company and Ants. During March 31, 2026 and 2025, such activities
resulted in net increases of $ nil and $ 4,872 , respectively, to the related-party receivable balance.
Kami
Vision Incorporated
Sean
Da, the Company’s majority stockholder, also serves as Chief Executive Officer of Kami and holds approximately 80 % ownership of Kami. Accordingly, transactions between the Company and Kami are considered related-party transactions.
21
Revenue-Sharing
Arrangement – Cloud Services & AI Service Sharing
In
October 2021, the Company entered into a revenue-sharing agreement with Kami related to cloud-based services associated with the Company’s
products. These services include storage of recorded video data, image analysis, and alert and intelligent detection services provided
to end users.
Under
the arrangement, the Company refers customers to Kami and is entitled to a portion of the subscription revenues generated from those
customers.
On
July 1, 2025, the Company entered into an amended agreement with Kami to revise the revenue-sharing percentages applicable to subscription
revenues from referred customers. The amended terms apply prospectively and do not affect revenue recognized prior to the modification
date.
SCHEDULE OF ANNUAL SUBSCRIPTIONS REVENUES
Annual subscription periods
Percentage basis
Inception through
June 30, 2025
From July 1, 2025 Onwards
First year during which an end user starts the cloud service subscription from Kami
30 %
30 %
Second year during which an end user continues the cloud service
15 %
30 %
Third year and thereafter during which an end user continues the service subscription from Kami
0 %
30 %
In
January 2026, based on the existing cloud services, the Company developed a new AI service module that utilizes AI technology to provide
capabilities such as facial recognition, motion capture, and fall detection to end users, and the revenue sharing ratio for the AI service
is consistent with the existing arrangement at 30 %.
During
the three months ended March 31, 2026 and 2025, revenue share from Kami amounted to $ 946,050 and $ 570,588 , respectively. The amount
earned during the three months ended March 31, 2026 consisted of $ 756,008 for basic services, $ 32,660 for AI services and $ 157,382 for
intelligent services
Revenue
- sharing arrangement - Intelligent Information Service Agreement
On
October 1, 2025, the Company entered a revenue-sharing arrangement related with Kami.
Under
the arrangement, Kami operates an artificial intelligence-driven information distribution platform and related application, which utilizes
hardware products sold by the Company to generate monetization opportunities. Kami manages all aspects of the platform operations, including
content distribution, pricing, bidding processes, and relationships with third-party traffic or content providers.
The
Company does not operate the platform or application, does not control the underlying services provided to end users, and does not have
any ongoing performance obligations after the sale of its hardware products. Instead, the Company is contractually entitled to receive
30 % of net monetization revenue generated by Kami from users associated with the Company’s products. Net monetization revenue represents
gross receipts collected by Kami from third-party platforms, less applicable platform fees and related charges.
The
Company concluded that it acts as an agent in this arrangement, as it does not control the services provided to end users, does not determine
pricing, and does not receive gross consideration from third-party platforms. Accordingly, revenue is recognized on a net basis equal
to the Company’s contractual share of monetization revenue in accordance with ASC 606.
During
the three months ended March 31, 2026 and 2025, the Company recognized revenue of $ 157,382 and $ nil , respectively, under this agreement.
22
Accounts
receivable – related party
Accounts
receivable – related party primarily represents amounts due from Kami under the Company’s revenue-sharing arrangements, including
the cloud services and AI services sharing arrangement and the Intelligent Information Service Agreement described above. These balances
represent the Company’s contractual share of monetization revenues earned but not yet remitted by Kami as of the respective reporting
dates.
The
increase in accounts receivable – related party as of March 31, 2026 compared to December 31, 2025 primarily reflects increased
monetization activities under arrangements with Kami and the timing of settlements.
Other
Receivable – Related Party and Marketing Incentive Subsidy Income
The
Company entered into a market promotion subsidy agreement with Kami effective January 1, 2025, pursuant to which Kami agreed to provide
an annual subsidy of up to $ 2 million to support the Company’s marketing activities related to Kami’s cloud services. The
agreement was not renewed for 2026, and no such arrangement was in effect during the three months ended March 31, 2026.
Subsidy
amounts under the 2025 agreement were determined based on agreed marketing activities performed and were invoiced periodically by the
Company to Kami. As these amounts were not generated from the Company’s primary revenue-producing activities, they were recognized
as other income, with the related receivable recorded as “other receivable – related party.”
For
the three months ended March 31, 2026 and 2025, the Company recognized subsidy income of $ nil and $ 683,898 , respectively, within other
income.
As
of March 31, 2026 and December 31, 2025, the Company had other receivable – related party balances of $ nil and $ nil , respectively.
Product
revenue – related party
To
promote adoption of Kami’s cloud subscription services, Kami launched a promotional campaign beginning in the third quarter of
2024 under which customers received a complimentary security camera upon subscribing to Kami’s cloud services. As part of this
promotion, Kami purchased security cameras from the Company.
For
the three months ended March 31, 2026 and 2025, product revenue - related party from Kami was $ nil
and $ 134 ,
respectively. The decline in 2026 reflects reduced promotional procurement activity following the initial launch of the promotional campaign
in 2025.
Consulting
fee
The
Company engaged certain employees of Kami Vision Incorporated (“Kami”) to provide services as contractors. the Company paid
Kami service fees of $ 33,611
and $ 74,486
for the three months ended March 31, 2026 and 2025, respectively.
These amounts were recorded within general and administrative expenses in the consolidated statements of operations.
There
were no outstanding balances payable to Kami related to consulting services as of March 31, 2026 or December 31, 2025.
Sean
Da
As
of March 31, 2026 and December 31, 2025, amounts due from the Company’s majority stockholder were $ 146,979 and $ 440,596 , respectively,
and are included within “other receivable – related party” in the consolidated balance sheets. These balances primarily
represent advances made for business travel and related expenditures incurred on behalf of the Company.
As
of December 31, 2025, the balance of $ 440,596 represented a note receivable - stockholder, which was fully repaid as of March 31, 2026.
Beginning
in 2025, the Company made advance payments to the Company’s majority stockholder, Sean Da, to cover business travel and other operating
expenditures incurred on behalf of the Company. These advances are recorded within “other receivable – related party”
until the related expenses are substantiated and recognized in the Company’s financial statements.
23
During
three months ended March 31, 2026, business travel expenses of $ 21,736
were incurred on behalf of the Company and recognized as operating expenses. As of March 31,2026, the remaining balance of $ 146,979
represents unsubstantiated or unused advances and is included in “other receivable – related party.” Of the $ 146,979 , $ 50,000
was collected as of May 18, 2026.
Balance
% of Total Asset
Balance
% of Total Asset
March 31,
December 31,
2026
2025
Balance
% of Total Asset
Balance
% of Total Asset
Other receivable – related party
146,979
1 %
440,596
0 %
Total
$ 146,979
1 %
$ 440,596
0 %
ZKCam
Technology Limited
Balance
% of Total Asset
Balance
% of Total Asset
March 31,
December 31,
2026
2025
Balance
% of Total Assets
Balance
% of Total Assets
Accounts receivable - related party
$ 569,252
5 %
$ 433,888
3 %
Total
$ 569,252
5 %
$ 433,888
3 %
ZKCam
Technology Limited (“ZKCam”) is an affiliate of the Company. The Company commenced product sales to ZKCam in 2025 following
the execution of a product sales agreement in the same year. Transactions with ZKCam are conducted in the ordinary course of business
and primarily consist of the sale of products.
For
the three months ended March 31, 2026 and 2025, product revenue recognized from ZKCam totaled $ 135,364 and $ nil , respectively.
Amounts
due from ZKCam primarily arose from these product sales and represent trade receivables generated in the normal course of business. As
of March 31, 2026, the outstanding balance due from ZKCam was $ 569,252 , which is included in accounts receivable – related party
in the consolidated balance sheets. These receivables are unsecured, non-interest-bearing, and due on demand. The Company evaluates the
collectability of related party receivables on an ongoing basis and believes the outstanding balance as of March 31, 2026 is fully collectible.
Shanghai
Xiaoyun Technology Co., Ltd.
Balance
% of Total Assets
Balance
% of Total Assets
March 31,
December 31,
2026
2025
Balance
% of Total Assets
Balance
% of Total Assets
Other receivable - related party
$ 4,143
0 %
$ 4,035
0 %
Accounts Receivable - related party
$ 517
0 %
$ -
- %
Total
$ 4,660
0 %
$ 4,035
0 %
Shanghai
Xiaoyun Technology Co., Ltd. (“Xiaoyun”) was previously a variable interest entity (“VIE”) of the Company and
was deconsolidated in December 2025 when the Company ceased to meet the criteria for consolidation.
Following
the deconsolidation, Xiaoyun is considered a related party of the Company.
After
the deconsolidation, due to the transition period, some product links of certain Amazon UK stores have not been removed from the website.
AMC still sells some products through Amazon stores in Europe. After evaluation by the management, these sales are considered as direct
transactions with Xiaoyun
Amounts
due from Xiaoyun primarily arose from transactions in the ordinary course of business subsequent to deconsolidation. The balance outstanding
as of March 31, 2025 represents trade receivables, is non-interest-bearing, and is due on demand.
During
the three months ended March 31, 2026 and 2025, product revenue recognized from Xiaoyun totaled $ 517 and $ nil , respectively. As of March
31, 2026 and December 31, 2025, the remaining Other receivable - related party balance was $ 4,143 and $ 4,035 , respectively.
24
The
Company evaluated and recorded the related-party receivable balance as of March 31, 2026 based on the underlying books and records. Management
assesses collectability on an ongoing basis and believes the amount is recoverable as of March 31, 2026.
Kunshan
Ant Vision Electronic Technology Co., Ltd
Balance
%
of Total Assets
Balance
%
of Total Assets
March
31,
December
31,
2026 2025
Balance
%
of Total Assets
Balance
%
of Total Assets
Accounts
Receivable - related party
$ 667
1 %
$ -
- %
Total
667
1 %
$ -
- %
Balance
%
of Total Assets
Balance
%
of Total Assets
March 31,
December 31,
2026
2025
Balance
% of Total Liabilities
Balance
% of Total Libilities
Other payable - related party
$ 1,786
1 %
$ -
- %
Total
$ 1,786
1 %
$ -
- %
Kunshan
Ant Vision Electronic Technology Co., Ltd(“Yishijue”) was previously a variable interest entity (“VIE”) of the
Company and was deconsolidated in December 2025 when the Company ceased to meet the criteria for consolidation.
Following
the deconsolidation, Yishijue is considered a related party of the Company.
After
the deconsolidation, due to the transition period, some product links of certain Amazon European stores have not been removed from the
website. AMC still sells some products through Amazon stores in Europe. After evaluation by the management, these sales are considered
as direct transactions with Yishijue
Amounts
due from Yishijue primarily arose from transactions in the ordinary course of business subsequent to deconsolidation. The balance outstanding
as of March 31, 2025 represents trade receivables, is non-interest-bearing, and is due on demand.
During
the three months ended March 31, 2026 and 2025, product revenue recognized from Yishijue totaled $ 667 and $ nil , respectively. As of March
31, 2026 and December 31, 2025, the remaining Other payable - related party balance was $ 1,786 and $ nil , respectively.
The
Company evaluated and recorded the related-party receivable balance as of March 31, 2026 based on the underlying books and records. Management
assesses collectability on an ongoing basis and believes the amount is recoverable as of March 31, 2026
7.
ACCRUED
AND OTHER LIABILITIES
As
of March 31, 2026 and December 31, 2025, total accrued expenses and other liabilities were $ 672,727 and $ 701,844 , respectively. Accrued
expenses and other liabilities primarily consist of short-term operational obligations, including credit card payables, insurance premiums
payable, attorney fees payable, audit fees payable, and other miscellaneous accrued expenses.
The
overall decrease of $ 29,117 from December 31, 2025 to March 31, 2026 was primarily driven by lower professional fee accruals. Audit fees
payable increased significantly from $ 33,033 to $ 176,400 , reflecting ongoing audit and financial reporting activities, and attorney fees
payable of $ 125,000 were recognized in the current period. In addition, credit card payables of $ 18,533 as of March 31, 2026 represent
routine operating expenditures incurred but not yet settled at period end.
25
These
increases were partially offset by a decrease in other payables, which declined from $ 372,591 to $ 169,734 , primarily due to the settlement
of prior period accrued obligations. Insurance premiums payable also decreased from $ 187,198 to $ 134,225 as a result of payments made
during the quarter.
SCHEDULE OF ACCRUED AND OTHER LIABILITIES
March 31,
December 31,
2026
2025
Credit card payable
$ 18,533
$ -
Insurance premiums
134,225
187,198
Attorney fees payable
125,000
-
Audit fees payable
176,400
33,033
Other payable
218,569
481,613
Total accrued and other liabilities
$ 672,727
$ 701,844
8.
WARRANTY
LIABILITIES
The
Company estimates warranty liabilities based on historical product replacement rates, expected future claims, and estimated shipping
and handling costs per unit. Management periodically reassesses the adequacy of the warranty reserve and adjusts the provision as necessary
based on actual claims experience and updated assumptions.
In
estimating warranty liabilities, the Company considers historical claim rates, product-specific performance, and applicable warranty
terms, including extended warranty periods in certain markets. For products sold in Europe, which are generally subject to a two-year
warranty period, the Company’s estimate incorporates expected claims over the applicable coverage period.
For
the three months ended March 31, 2026 and 2025, the Company recognized warranty expenses of $ 1,499 and $ 9,426 , respectively. Warranty
claim costs incurred during the three months ended March 31, 2026 were no t material, compared to $ 332 for the same period in 2025.
As
of March 31, 2026 and December 31, 2025, the total warranty liabilities were $ 38,332 and $ 36,833 , respectively, of which $ 31,493 and
$ 30,023 were classified as current, and $ 6,839 and $ 6,810 were classified as non-current, respectively.
The
following table presents the movement of product warranty liabilities for the three months ended March 31, 2026 and 2025.
SCHEDULE OF WARRANTY LIABILITY
2026
2025
Three months ended March 31,
2026
2025
Balance at the beginning of the period
$ 36,833
$ 83,284
Provision for warranties, net
1,499
9,426
Warrant costs incurred
-
( 332 )
Balance at the end of the period
$ 38,332
$ 92,378
Including:
Current portion
$ 31,493
$ 75,281
Non-current portion
$ 6,839
$ 17,097
26
9.
LEASE
The
Company determines whether an arrangement is or contains a lease at inception. Lease agreements under which the Company is a lessee are
evaluated for classification as either finance or operating leases. The Company’s leases are classified as operating leases. Operating
lease right-of-use (“ROU”) assets and corresponding lease liabilities are recognized at the commencement date based on the
present value of lease payments over the lease term. The ROU asset represents the Company’s right to use the underlying asset during
the lease term, and the lease liability represents the Company’s obligation to make lease payments. As most of the Company’s
leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate, determined based on information available
at the lease commencement date, to measure the present value of lease payments.
Leases
with an initial term of 12 months or less are not recorded on the Company’s consolidated balance sheets. Instead, lease expense
for these short-term leases is recognized on a straight-line basis over the lease term. The Company has elected the practical expedient
to account for lease and non-lease components as a single lease component.
The
Company leases office space in New York City under an operating lease with a term of approximately 39 months, which includes an option
to renew. The lease requires fixed monthly payments and does not include variable lease payments based on an index or rate.
In
addition, on January 5, 2026, the Company, through its subsidiary AMCV Company Limited, entered into a lease agreement for office space
in Vietnam with an initial term of 12 months. This lease qualifies as a short-term lease under ASC 842, and accordingly, no ROU asset
or lease liability has been recognized. Instead, lease payments are recognized as rent expense on a straight-line basis over the lease
term. Rent expense related to this lease was approximately $ 368 for the three months ended March 31, 2026.
For
the three months ended March 31, 2026, the Company recognized operating lease expense of $ 14,210 , primarily related to its New York office
lease. No lease expense was recognized for the three months ended March 31, 2025.
As
of March 31, 2026, the Company’s operating lease ROU asset and total lease liability were $ 88,354 and $ 96,051 , respectively, compared
to $ 101,221 and $ 110,102 as of December 31, 2025. The decrease reflects ongoing amortization of the ROU asset and payments made against
the lease liability during the period.
The
components of operating lease expense for the three months ended March 31, 2026 and 2025 were as follows:
SCHEDULE OF LEASE COST
Operating
Lease Expense
2026
2025
Three Months Ended
March 31,
2026
2025
Operating lease expense
$ 14,210
$ -
Right-of-Use
Asset and Lease Liability
March 31,
December 31,
2026
2025
Operating lease right-of-use assets
$ 88,354
$ 101,221
Short-term operating lease liabilities
( 58,120 )
( 57,349 )
Long-term operating lease liabilities
( 37,931 )
( 52,753 )
Total operating lease liabilities
$ ( 96,051 )
$ ( 110,102 )
Weighted-Average
Lease Term and Discount Rate
March 31,
December 31,
2026
2025
Weighted average lease term
1.75
1.9
Weighted average discount rate
5.49 %
5.49 %
Supplemental
Cash Flow Information
March 31,
December 31,
2026
2025
Supplemental noncash information:
Right-of-use asset obtained in exchange for lease obligations
$ -
$ 168,418
27
Future
Minimum Lease Payments
The
following table summarizes the Company’s future lease payments under the operating lease as of March 31, 2026
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
Future lease commitments
Commitments
2026 (remaining of the year)
$ 46,182
2027
53,878
Total Lease Payments
$ 100,060
Less: imputed interest
( 4,009 )
Less: prepayments
-
Present value of lease liabilities
$ 96,051
Current portion of obligations under operating leases
58,120
Obligations under operating leases, non-current
37,931
10.
CONCENTRATION
RISK
SCHEDULE OF CONCENTRATION RISK
Customer
Concentration
The
Company’s revenues are concentrated among a limited number of customers. The following customer accounted for 10% or more of total
revenues for the three months ended March 31, 2026 and 2025:
Three months ended
March 31,
2026
2025
Kami Vision Incorporated
80 %
32 %
As
of March 31, 2026, and December 31, 2025, the following customer accounted for 10% or more of total accounts receivable – related
party:
March 31,
December 31,
2026
2025
Kami Vision Incorporated
82 %
79 %
ZKCam Technology Limited
18 %
21 %
The
loss of this customer or a significant reduction in purchases by this customer could have a material adverse effect on the Company’s
business, financial condition, and results of operations.
Supplier
Concentration
The
Company relies on a limited number of suppliers for its inventory purchases. The following suppliers accounted for 10% or more of total
purchases for the three months ended March 31, 2026 and 2025:
Three months ended
March 31,
2026
2025
Senslab Technology Co., Ltd (related party)
0 %
100 %
ZKCam Technology Limited (related party)
83 %
0 %
Third-party supplier
- %
0 %
28
11.
STOCKHOLDERS’
EQUITY
The
Company’s stockholders’ equity reflects the capital structure established upon the completion of the Business Combination
on December 9, 2025, which was accounted for as a reverse recapitalization in accordance with ASC 805. Under this method of accounting,
the Company was treated as the accounting acquirer and AlphaVest Acquisition Corp. (“AlphaVest”) was treated as the acquired
company for financial reporting purposes.
In
connection with the Business Combination, AlphaVest held approximately $ 11.5 million in its trust account prior to redemptions. Following
redemptions of approximately $ 2.6 million, the Company received net trust proceeds of approximately $ 8.9 million. In connection with the closing of the Business Combination on December
9, 2025, the Company
received $ 8.0 million in gross proceeds from PIPE financing. In connection with the PIPE financing, the Company also issued warrants
that were initially classified as a derivative liability under ASC 815. Upon the closing of the Business Combination and related transactions,
the warrants no longer met the criteria for liability classification, and the remaining fair value was reclassified to additional paid-in
capital. As of March 31, 2026, no PIPE warrant liability remained outstanding.
As
a result of the reverse recapitalization, AlphaVest’s historical equity was eliminated and replaced with the equity structure of
the combined company, including the retroactive restatement of shares and per share amounts for all periods presented.
During
the three months ended March 31, 2026, the Company issued 5,000 shares of common stock upon the exercise of warrants at an exercise price
of $ 4.017 per share, resulting in total cash proceeds of $ 20,085 . The proceeds were recorded as an increase to common stock and additional
paid-in capital. As a result, the Company’s total shares of common stock outstanding increased from 22,595,363 as of December 31,
2025 to 22,600,363 as of March 31, 2026.
There
were no other material changes to stockholders’ equity during the three months ended March 31, 2026. Refer to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2025 for additional details regarding the Business Combination.
12.
SEGMENT
REPORTING
The
Company determines its reportable operating segments using the “management approach” in accordance with ASC 280, Segment
Reporting . Under this approach, operating segments are based on the internal reporting structure used by the Company’s chief
operating decision maker (“CODM”) to allocate resources and assess operating performance. The Company’s Chief Executive
Officer serves as the CODM and evaluates segment performance primarily based on segment revenue and segment net income (loss).
The
Company operates online stores on e-commerce platforms with separate platform accounts serving North America and Europe.
Accordingly, the Company has identified two
reportable operating segments: (1) North America (including assets and operating results of AMCV) and (2) Europe. Revenue generated
through these e-commerce platforms is the primary performance indicator, as the Company’s business model is focused on selling
products through online marketplace stores.
Following
the termination of the Company’s variable interest entity (“VIE”) arrangements in December 2025, the Company no longer
has operations in China , and therefore does not present a China segment for the three months ended March 31, 2026.
29
Segment
revenues are directly attributed to the geographic region in which the sales are generated. Cost of revenues and operating expenses are
allocated based on the relative proportion of revenue generated by each segment. Interest income and interest expense are allocated based
on the use of underlying assets or liabilities within each segment. Other segment expenses are not material individually and are not
presented separately.
SCHEDULE OF SEGMENT REPORTING
North America
Europe
Total
North America
Europe
China
Total
Three months ended
Three months ended
March 31,
March 31,
2026
2025
North America
Europe
Total
North America
Europe
China
Total
REVENUES
Product revenue
$ 104,528
$ -
$ 104,528
$ 823,942
$ 397,861
$ -
$ 1,221,803
Product revenue - related party
132,854
1,184
134,038
134
-
-
134
Revenue share – related party
752,256
3,752
756,008
384,805
185,783
-
570,588
Intelligent Information Service - related party
156,601
781
157,382
-
-
-
-
AI Service Sharing - related party
32,498
162
32,660
-
-
-
-
Total Revenues
1,178,737
5,879
1,184,616
1,208,881
583,644
-
1,792,525
Less:
Cost of Revenue:
E-commerce platform expenses
16,494
82
16,576
240,065
115,903
-
355,968
Product cost
139,618
1,184
140,802
613,452
296,172
-
909,624
Delivery and freight cost
6,242
31
6,273
8,888
4,290
-
13,178
Inventory impairment losses
307
2
309
17,147
8,278
-
25,425
Total Cost of Revenue
162,661
1,299
163,960
879,552
424,643
-
1,304,195
Gross Profit
1,016,076
4,580
1,020,656
329,329
159,001
-
488,330
Less:
Operating Expenses:
Marketing and advertising
9,418
47
9,465
266,176
128,510
-
394,686
Consulting fee
33,444
167
33,611
60,052
28,993
-
89,045
Warranty expense
1,493
7
1,500
6,357
3,069
-
9,426
Payroll expenses
218,814
1,091
219,905
81,408
39,304
-
120,712
Professional fees
320,628
1,599
322,227
286,401
138,273
-
424,674
Travel and entertainment
29,589
148
29,737
17,399
8,400
-
25,799
(Reversal)/provision for credit losses - related party
-
-
-
-
-
-
-
Office expenses
19,352
97
19,449
4,068
1,965
-
6,033
Sales tax
14,510
72
14,582
11,359
5,484
-
16,843
State B&O tax
-
-
-
30
-
-
30
Other segment expenses
240,441
1,199
241,640
100,088
48,323
424
148,835
Plus:
Other Income/(Expenses):
Marketing campaign
-
-
-
461,222
222,676
-
683,898
Interest income
28,509
142
28,651
318
-
-
318
Loss on deconsolidation
-
-
-
-
Interest expense
-
-
-
( 9 )
-
( 16,493 )
( 16,502 )
Other income
-
-
-
9,516
4,594
-
14,110
Other expense
( 9,443 )
( 47 )
( 9,490 )
( 4,670 )
( 2,255 )
-
( 6,925 )
Less:
Income tax
( 2,089 )
( 10 )
( 2,099 )
4,323
-
-
4,323
Segment Net Income (Loss)
$ 145,363
$ 238
$ 145,601
$ ( 41,955 )
$ ( 18,305 )
$ ( 16,917 )
$ ( 77,177 )
30
The
following table presents total assets by segment as of March 31, 2026 and December 31, 2025.
North America
Europe
Total
North America
Europe
China
Total
March 31, 2026
December 31, 2025
North America
Europe
Total
North America
Europe
China
Total
TOTAL SEGMENT ASSETS
$ 11,243,622
$ 56,080
$ 11,299,702
$ 7,595,063
$ 3,577,523
-
$ 11,172,586
13.
TAXATION
The
Company’s provision for income taxes for the three months ended March 31, 2026 and 2025 consisted of the following:
SCHEDULE OF PROVISION FOR INCOME TAXES
2026
2025
Three months ended
March 31,
2026
2025
Current tax provision
$ 2,099
$ 4,323
Deferred tax provision
-
-
Total provision for income taxes
$ 2,099
$ 4,323
Income
Tax
The
Company is subject to U.S. federal and state income taxation. For the three months ended March 31, 2026 and 2025, the Company recorded
state income tax expense of approximately $ 2,099 and $ 4,323 , respectively, and no federal income tax expense in either period.
The
Company’s effective tax rate is 1.42 % for the three months ended March 31, 2026 , compared to ( 5.93 %) in the same period last year.
Our effective tax rate is higher than the U.S. federal statutory tax rate primarily as a result of projected full year profits in US.
Realization
of a portion of the Company’s deferred tax assets is dependent upon the Company generating sufficient taxable income in future
years to obtain benefit from the reversal of temporary differences.
Management
considered all available evidence under existing tax law and anticipated expiration of tax statutes and determined that a full valuation
allowance was required as of March 31, 2026.
We
have not completed a study to determine whether and ownership change per the provisions of Section 382 of the Internal Revenue Code of
1986, as amended, as well as similar state provisions, has occurred. Utilization of the Company’s net operating loss and income
tax credit carryforwards may be subject to a substantial annual limitation due to ownership changes that may have occurred or that could
occur in the future. These ownership changes may limit the amount of the net operating loss and income tax credit carryover that can
be utilized annually to offset future taxable income. In general, an “ownership change” as defined by Section 382 of the
Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage
points of the outstanding stock of a company by certain stockholders. Currently the approximately 70% of the Company is owned by a single
shareholder since the inception of the Company through 3/31/2026, it is unlikely that a section 382 ownership change has occurred.
The
following table reconciles the U.S. federal statutory income tax rate to the Company’s effective tax rate for the three months
ended March 31, 2026 and 2025:
SCHEDULE OF FEDERAL STATUTORY INCOME TAX RATE
2026($)
2026(%)
2025 ($)
2025(%)
Three months ended March 31,
2026($)
2026(%)
2025 ($)
2025(%)
Tax provision
$ 31,017
21 %
$ ( 15,299 )
21.00 %
Effect of State taxes
$ 1,658
1.12 %
$ 3,415
( 4.69 )%
federal effect of state tax in deferred
$ 1,427
0.97 %
$ 12,785
( 17.55 )%
Foreign tax rate differential
$ -
0.00 %
$ 3,553
( 4.88 )%
R&D tax credits
$ - )
0.00 %
$ - )
0.00 %
Change in valuation allowance
$ ( 29,270 )
( 19.82 )%
$ 1,374
( 1.89 )%
Credits generated in current year
$ ( 1,181 )
0.80 %
$ ( 1,507 )
2.07 %
FDII
$ ( 1,054 )
0.71 %
$ -
0.00 %
Permanent differences
$ -
0.00 %
$ 2
0.00 %
RTP
$ -
0.00 %
$ -
0.00 %
Federal Tax - PY
$ -
0.00 %
$ -
0.00 %
Federal Penalties
$ -
0.00 %
$ -
0.00 %
Rounding
$ ( 499 )
( 0.34 )%
-
0.00 %
Effective tax rate
$ 2,099
1.42 %
$ 4,323
( 5.93 )%
31
Deferred
Tax
As
of March 31, 2026 and December 31, 2025, the Company had no net deferred tax assets due to a full valuation allowance recorded against
its deferred tax assets. The components of deferred tax assets and liabilities were as follows:
SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS
March 31,
December 31,
2026
2025
Deferred tax asset attributable to:
Tax effect of net operating losses carried forward
$ 277,994
$ 290,635
Section 174 costs, net
49,891
66,522
Warranty liabilities
9,673
9,295
Inventory reserve
67,431
67,431
Tax credits
66,912
66,716
State tax
( 19,562 )
( 18,793 )
Lease Liability
13,312
27,784
Right of Use Asset
( 12,266 )
( 25,543 )
FIN 48
1,392
-
Deferred tax assets
454,777
484,047
Less: valuation allowance
( 454,777 )
( 484,047 )
Deferred tax assets, net
$ -
$ -
In
assessing the realizability of deferred tax assets, management evaluates whether it is more likely than not that such assets will be
realized. Based on available evidence, including historical operating results, cumulative losses, projected future taxable income, and
tax planning strategies, management determined that a full valuation allowance was required as of March 31, 2026 and December 31, 2025.
As
of March 31, 2026, the Company had federal net operating loss carryforwards of approximately $ 1.2 million and state net operating loss
carryforwards of approximately $ 0.6 million, which may be available to offset future taxable income, subject to applicable limitations.
Uncertain
Tax Positions
In
accordance with authoritative guidance, the impact of an uncertain income tax position on the income tax return must be recognized at
the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax
position will not be recognized if it has less than a 50% likelihood of being sustained. The Company provided for state taxes for which
the Company has a state filing requirement but has chosen not to file in these states.
The
Company recognizes interest and penalties related to unrecognized tax positions within the income tax expense line in the accompanying
consolidated statements of operations. If the uncertain tax positions were recognized, there would not be a material impact on the effective
tax rate. There were no accrued interest and penalties associated with uncertain tax positions as of March 31, 2026 or December 31, 2025.
A
reconciliation of the amount of unrecognized tax benefits is as follows:
SCHEDULE OF UNRECOGNIZED TAX BENEFITS
March 31,
December 31,
2026
2025
Beginning balances
$ 6,627
$ 6,627
Increases related to current year tax positions
-
-
Ending balances
$ 6,627
$ 6,627
32
The
Company is not currently under examination by federal, state, or foreign taxing authorities. As of March 31, 2026, the Company’s
2021 through 2024 tax years generally remain subject to examination for U.S. federal and state income tax purposes. In certain state
jurisdictions where the Company may have nexus but has not filed income tax returns, the statute of limitations may remain open indefinitely.
The Company’s foreign subsidiaries remain subject to examination by the relevant tax authorities in their respective jurisdictions.
On
July 4, 2025, the U.S. enacted the One Big Beautiful Bill Act. AMC is still evaluating elections it may be eligible to make, so currently
not possible to evaluate the impact of the law change to AMC.
14.
COMMITMENTS
AND CONTINGENCIES
In
the ordinary course of business, the Company may be subject to various commitments and contingencies, including contractual obligations
and potential legal matters.
The
Company evaluates such matters in accordance with ASC 450, Contingencies , and records a liability when it is probable that a loss
has been incurred and the amount can be reasonably estimated. If a loss is reasonably possible but not probable, or if the amount cannot
be reasonably estimated, the Company discloses the nature of the contingency.
As
of March 31, 2026 and December 31, 2025, the Company was not subject to any material pending or threatened litigation, claims, or assessments,
and did not have any material commitments or contingencies that required accrual or disclosure in the condensed consolidated financial
statements.
15.
SUBSEQUENT
EVENTS
In
accordance with ASC Topic 855, Subsequent Events , which establishes general standards for the accounting and disclosure of events
that occur after the balance sheet date but before the financial statements are issued, the Company has evaluated all events and transactions
that occurred after March 31, 2026 through the date the consolidated financial statements were issued.
Based
on this evaluation, management determined that there were no subsequent events that required recognition or disclosure in the accompanying
consolidated financial statements.
33
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.