What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-07 compared with 2025-08-04 · 268 added, 121 removed, 825 unchanged (32% of the section changed)

2 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

September 30,

CURRENT ASSETS:

6 unchanged sentences

TOTAL CURRENT ASSETS

NONCURRENT ASSETS:

NON-CURRENT ASSETS:

Property, plant, and equipment, net

1 unchanged sentence

Intangibles, net

TOTAL NON-CURRENT ASSETS

LIABILITIES AND STOCKHOLDERS’ EQUITY

7 unchanged sentences

TOTAL CURRENT LIABILITIES

NONCURRENT LIABILITIES:

NON-CURRENT LIABILITIES:

Long-term debt, net of current portion

Operating lease liabilities, net of current portion

TOTAL NON-CURRENT LIABILITIES

TOTAL LIABILITIES

2 unchanged sentences

Common stock, $ 0.0001 par value, 1,000,000,000 shares authorized;

3,218,886 shares issued and outstanding, including*:

Class A common stock, $ 0.0001 par value, 891,750,000 shares authorized, 2,672,011 shares issued and outstanding

Class B common stock, $ 0.0001 par value, 108,250,000 shares authorized, 546,875 shares issued and outstanding

3,274,587 and 3,218,886 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively, including:

Class A common stock, $ 0.0001 par value - 891,750,000 shares authorized;

2,727,712 and 2,672,011 shares issued and outstanding as of September 30, 2025, and December 31, 2024, respectively

Class B common stock, $ 0.0001 par value - 108,250,000 shares authorized, 546,875 and 546,875 shares issued and outstanding as of September 30, 2025, and December 31, 2024

Additional paid-in capital

4 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

Retrospectively adjusted for the reverse split of the Company’s common stock at a ratio of 1-for-16 , which took effect on October 21, 2024 (the “Reverse Stock Split”).

See also Note 15.

Reclassification- certain reclassifications have been made to the financial statements for the period ended June 30, 2024, to conform to the presentation for the period ended June 30, 2025, with no effect on previously reported net income (loss).

Reclassification- certain reclassifications have been made to the financial statements for the period ended September 30, 2024, to conform to the presentation for the period ended September 30, 2025, with no effect on previously reported net income (loss).

See Note 5—Discontinued operations.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Common Stock*

Stockholders’

9 unchanged sentences

( 5,947,048 )

Common Stock*

Share-based compensation expenses

Issuance of common stock in connection of share-based award

Shares issued upon exercised share-based award for employees

Net loss from continuing operations for the period

( 1,314,650 )

Balance, September 30, 2025

( 7,261,698 )

Retained Earnings

10 unchanged sentences

Balance, June 30, 2024

Retrospectively restated for effect of the Company’s amended and restated articles of incorporation and bylaws and share reverse split on October 24, 2024.

Issuance of follow-on public offering

Subscription receivable

Issuance of common stock in connection of share-based award (in shares)

Share-Based Compensation

Net loss from discontinued operations for the period

( 1,121,081 )

Net loss from continuing operations for the period

Balance, September 30, 2024

( 2,528,861 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

For the Nine Months Ended

September 30,

Cash flows from operating activities:

2 unchanged sentences

Loss from discontinued operations, net of tax

( 1,326,521 )

Loss from continuing operations

4 unchanged sentences

Amortization of intangible assets

Impairment loss expenses on goodwill and intangible assets

Share-based compensation expenses

Deferred income tax benefits

( 1,057,853 )

Accrued current income tax expense

19 unchanged sentences

( 2,214,816 )

( 2,970,912 )

Net cash used in investing activities

( 2,214,816 )

( 2,970,912 )

Cash flows from financing activities:

1 unchanged sentence

Cash paid for warrant termination

Proceeds from issuance of common stock under private placement agreement

Proceeds from Premium Finance

Repayments of Premium Finance

9 unchanged sentences

Cash, end of year

Less cash and cash equivalents of discontinued operations

cash and cash equivalents of discontinued operations

Cash of continuing operations

62 unchanged sentences

In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, the Company determined that the parallel-import vehicle segment met the conditions for reporting as a discontinued operation during the year ended December 31, 2024.

As a result, all financial results associated with this business have been reclassified as discontinued operations in the accompanying unaudited condensed consolidated financial statements for the three months ended June 30, 2024 and the consolidated financial statements for the year ended December 31, 2024 presented.

As a result, all financial results associated with this business have been reclassified as discontinued operations in the accompanying unaudited condensed consolidated financial statements for the three months ended September 30, 2024 and the consolidated financial statements for the year ended December 31, 2024 presented.

For additional financial details regarding discontinued operations, refer to Note 5-Discontinued Operations.

16 unchanged sentences

GAAP have been condensed or omitted consistent with Article 10 of Regulation S-X.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments as necessary for the fair statement of the Company’s financial position as of June 30, 2025 and 2024, and results of operations and cash flows for the six months ended June 30, 2025 and 2024.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited financial statements and include all adjustments as necessary for the fair statement of the Company’s financial position as of September 30, 2025 and 2024, and results of operations and cash flows for the nine months ended September 30, 2025 and 2024.

The consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S.

2 unchanged sentences

The accounting policies applied are consistent with those of the audited consolidated financial statements for the preceding fiscal year.

Results for the six months ended June 30, 2025 are not necessarily indicative of the results expected for the full fiscal year or for any future period.

Results for the nine months ended September 30, 2025 are not necessarily indicative of the results expected for the full fiscal year or for any future period.

The Company’s fiscal year end date is December 31.

1 unchanged sentence

The Company’s unaudited condensed consolidated financial statements are prepared assuming that the Company will continue as a going concern.

For the six months ended June 30, 2025, the Company reported a net operating loss of approximately $ 1.3 million.

Net cash provided by operating activities was approximately $ 1.3 million, with an approximately $ 2.5 million of positive cash flows from discontinued operations, partially offset by $ 1.2 million cash used in operating activities-continuing operations due to the ongoing transition to the logistics and warehousing business.

For the nine months ended September 30, 2025, the Company reported a net operating loss of approximately $ 2.6 million.

Net cash provided by operating activities was approximately $ 0.7 million, with an approximately $ 2.5 million positive cash flows from discontinued operations, partially offset by $ 1.8 million cash used in operating activities-continuing operations due to the ongoing transition to the logistics and warehousing business.

The Company may continue to incur operating losses and generate negative cash flow.

These factors may raise doubts about the Company’s ability to continue as a going concern.

As of June 30, 2025, the Company had cash and cash equivalents of approximately $ 0.2 million and a working capital balance of $ 8.9 million, including a loan receivable of $ 8.7 million due from third parties within a year.

As of September 30, 2025, the Company had cash and cash equivalents of approximately $ 0.2 million and a working capital balance of $ 8.5 million, including a loan receivable of $ 8.3 million due from third parties within a year.

Management has evaluated the Company’s ability to continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements – Going Concern.

This evaluation considered the Company’s current financial condition, expected cash flows, obligations due within the next 12 months, and available sources of liquidity.

This evaluation considered the Company’s current financial condition, forecasted cash flows, obligations due within the next 12 months, and available sources of liquidity.

While management understands that the ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations, management has concluded that there are no conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for at least one year from the issuance date of these consolidated financial statements.

Accordingly, the Company’s unaudited condensed consolidated financial statements as of June 30, 2025 have been prepared on a going concern basis.

Accordingly, the Company’s unaudited condensed consolidated financial statements as of September 30, 2025 have been prepared on a going concern basis.

Use of estimates

23 unchanged sentences

Cash and cash equivalents consist of cash in bank and interest-bearing certificates of deposit with an initial term of six months when purchased.

As of June 30, 2025 and December 31, 2024, all cash and cash equivalents were related to continuing operations.

June 30, 2025

As of September 30, 2025 and December 31, 2024, all cash and cash equivalents were related to continuing operations.

September 30, 2025

December 31, 2024

10 unchanged sentences

As a result of the Company’s decision to discontinue the parallel-import vehicles business, the entire accounts receivable balance of $ 2,540,501 as of December 31, 2024, was reclassified to “Current Assets of Discontinued Operations” in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations.

During the six months ended June 30, 2025 and 2024, no allowance for credit losses on accounts receivable from continuing operations was recorded.

During the nine months ended September 30, 2025 and 2024, no allowance for credit losses on accounts receivable from continuing operations was recorded.

(See Note 5 – Discontinued Operations for further details.)

6 unchanged sentences

This approach considers historical credit loss experience, current conditions, and reasonable forecasts in estimating potential credit losses.

As of June 30, 2025 and December 31, 2024, no impairment allowance was recorded for the loan receivable.

As of September 30, 2025 and December 31, 2024, no impairment allowance was recorded for the loan receivable.

Property, plant, and equipment, net

18 unchanged sentences

The estimated useful lives of intangible assets with finite lives are reassessed if circumstances occur that indicate the original estimated useful lives have changed.

The Company did no t recognize any impairment to intangible assets for the six months ended June 30, 2025 and 2024.

The Company recognized impairment loss to intangible assets of $ 162,775 and nil for the nine months ended September 30, 2025 and 2024, respectively.

See NOTE 8—Intangible Asset and Goodwill.

Fair value of financial instruments

6 unchanged sentences

● Level 3 — inputs to the valuation methodology are unobservable.

Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, loans receivable, loans payable, and other payables and other current liabilities, approximated the fair value of the respective assets and liabilities as of June 30, 2025 and December 31, 2024 based upon the short-term nature of the assets and liabilities.

Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, loans receivable, loans payable, and other payables and other current liabilities, approximated the fair value of the respective assets and liabilities as of September 30, 2025 and December 31, 2024 based upon the short-term nature of the assets and liabilities.

The Company applied level 3 to obtain the fair value of intangible assets and goodwill.

See NOTE 8 — Intangible Asset and Goodwill.

The Company believes that the carrying amount of long-term loans approximated fair value as of June 30, 2025 and December 31, 2024 based on the terms of the borrowings and current market rates as the rates of the borrowings are reflective of the current market rates.

The Company believes that the carrying amount of long-term loans approximated fair value as of September 30, 2025 and December 31, 2024 based on the terms of the borrowings and current market rates as the rates of the borrowings are reflective of the current market rates.

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No.

6 unchanged sentences

All ROU assets are reviewed for impairment annually.

There was no impairment for ROU lease assets for the six months ended June 30, 2025 and 2024.

There was no impairment for ROU lease assets for the nine months ended September 30, 2025 and 2024.

The Company records goodwill as the excess of the consideration transferred over the fair value of net assets acquired in business combinations.

10 unchanged sentences

Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.

For the nine months ended September 30, 2025 and 2024, the Company recorded an impairment loss to the goodwill of $ 568,532 and nil , respectively.

See NOTE 8—Intangible Asset and Goodwill.

Impairment of long-lived assets

3 unchanged sentences

The Company estimates fair value using the expected future cash flows discounted at a rate consistent with the risks associated with the recovery of the asset.

For the six months ended June 30, 2025 and 2024, the Company did not record any impairment.

For the nine months ended September 30, 2025 and 2024, the Company did not record any impairment except intangible assets, net and goodwill above.

Revenue recognition

18 unchanged sentences

Historically, no customer returns have occurred.

Therefore, the Company did not provide any sales return allowances for the six months ended June 30, 2025.

Therefore, the Company did not provide any sales return allowances for the nine months ended September 30, 2025.

The Company generates revenues from freight forwarding services provided by Edward and general labor and logistics provided by TWEW to corporate and retail clients, including transportation, cargo warehousing, freight forwarding, labor service, and cargo loading and unloading.

12 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

domestic market

1 unchanged sentence

Total revenue

For the three months ended June 30, 2025, the Company’s total revenue from continuing operations was $ 354,126 , increased by $ 260,563 from $ 93,563 for the same period in 2024.

For the six months ended June 30, 2025, total revenue from continuing operations was $ 833,925 , an increase of $ 663,528 from $ 170,397 for the same period in 2024.

For the three months ended September 30, 2025, the Company’s total revenue from continuing operations was $ 361,935 , which increased by $ 300,727 from $ 61,208 for the same period in 2024.

For the nine months ended September 30, 2025, total revenue from continuing operations was $ 1,195,860 , an increase of $ 964,255 from $ 231,605 for the same period in 2024.

This growth was primarily driven by the acquisition of TWEW in November 2024, whose operations are entirely focused on the U.S.

6 unchanged sentences

The Company’s general and administrative expenses for the continuing operations primarily include employee salaries and benefits, depreciation and amortization, office lease expenses, travelling and entertainment expenses, legal and consulting fees, insurance and other miscellaneous administrative expenses.

For the three and six months ended June 30, 2025, general and administration expenses for the continuing operations were $ 805,305 and $ 1,805,824 , respectively.

For the three and six months ended June 30, 2024, general and administration expenses for the continuing operations were $ 865,354 and $ 1,632,996 , respectively.

For the three and nine months ended September 30, 2025, general and administration expenses for the continuing operations were $ 801,263 and $ 2,607,087 , respectively.

For the three and nine months ended September 30, 2024, general and administration expenses for the continuing operations were $ 1,102,454 and $ 2,735,450 , respectively.

Share-based Compensation

8 unchanged sentences

The Company assesses deferred tax assets to determine whether they are realizable.

As of June 30, 2025 and December 31, 2024, the Company recorded a full valuation allowance against deferred tax assets, as it has generated a three -year cumulative pretax book loss and is forecasting a loss for 2025.

As of September 30, 2025 and December 31, 2024, the Company recorded a full valuation allowance against deferred tax assets, as it has generated a three -year cumulative pretax book loss and is forecasting a loss for 2025.

Based on this evidence, realization of deferred tax assets is not considered more-likely-than-not at this time.

The Company records uncertain tax positions in accordance with ASC 740, using a two-step process to determine whether tax positions will be sustained.

The Company has concluded that there are no uncertain tax positions requiring recognition as of June 30, 2025 and December 31, 2024.

The Company has concluded that there are no uncertain tax positions requiring recognition as of September 30, 2025 and December 31, 2024.

The Company is not subject to the Section 163(j) interest expense limitation, as it qualifies for an exception due to floor plan financing indebtedness.

3 unchanged sentences

The Company elected to file income taxes as a corporation instead of an LLC for the tax years ended December 31, 2020 through December 31, 2021.

As of June 30, 2025, the Company’s consolidated income tax returns for the tax years ended December 31, 2021 through December 31, 2024 remained open for statutory examination by U.S.

As of September 30, 2025, the Company’s consolidated income tax returns for the tax years ended December 31, 2021 through December 31, 2024 remained open for statutory examination by U.S.

tax authorities.

(Loss) Earnings per share

The Company computes (loss) earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”).

Loss per share

The Company computes loss per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”).

ASC 260 requires companies with complex capital structures to present basic and diluted EPS.

Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period.

Basic EPS is measured as net loss divided by the weighted average common shares outstanding for the period.

Diluted EPS presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later.

Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

For the six months ended June 30, 2025 and 2024, there were no dilutive shares outstanding, as presented in the tables below:

June 30, 2025

For the nine months ended September 30, 2025 and 2024, there were no dilutive shares outstanding, as presented in the tables below:

September 30, 2025

Per share amount

5 unchanged sentences

( 2,581,087 )

June 30, 2024

September 30, 2024

Income (loss)

4 unchanged sentences

Loss from discontinued operations per ordinary share

( 1,326,521 )

Loss from operations per ordinary share

11 unchanged sentences

the parallel-import vehicle business and logistics and warehousing services in 2024.

Following the discontinuation of the parallel-import vehicles business, during the six months ended June 30, 2025, the Company reported a single reportable segment on logistics and warehousing services.

Following the discontinuation of the parallel-import vehicles business, during the nine months ended September 30, 2025, the Company reported a single reportable segment on logistics and warehousing services.

Significant segment expenses reviewed by management include cost of revenues, general and administrative expenses, impairment loss expenses, and share-based compensation expenses.

Recently adopted accounting standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic ASC 280) Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant segment expenses.

The enhancements under this update require disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, require disclosure of other segment items by reportable segment and a description of the composition of other segment items, require annual disclosures under ASC 280 to be provided in interim periods, clarify use of more than one measure of segment profit or loss by the CODM, require that the title of the CODM be disclosed with an explanation of how the CODM uses the reported measures of segment profit or loss to make decisions, and require that entities with a single reportable segment provide all disclosures required by this update and required under ASC 280.

The Company adopted ASU 2023-07 for the annual period ending December 31, 2025, retrospectively to all periods presented in the consolidated financial statement.

The adoption of this standard did not have a material impact to our results of operations, cash flows or financial condition.

In March 2024, the FASB issued ASU 2024-02, “Codification Improvements – Amendments to Remove References to the Concept Statements” (“ASU 2024-02”).

ASU 2024-02 contains amendments to the FASB Accounting Standards Codification that remove references to various FASB Concepts Statements.

In most instances, the references are extraneous and not required to understand or apply the guidance.

In other instances, the references were used in prior Statements to provide guidance in certain topical areas.

The Company adopted ASU 2024-02 for the annual period ending December 31, 2025.

The adoption of this standard did not have a material impact to our results of operations, cash flows or financial condition.

Recent accounting pronouncements

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements—codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections—Overall, 260-10 Earnings Per Share—Overall, 270-10 Interim Reporting—Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities—Oil and Gas—Notes to Financial Statements, 946-20 Financial Services—Investment Companies—Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall.

The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics.

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 existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K.

Early adoption is not allowed.

For all other entities, the amendments will be effective two years later from the date of the SEC’s removal.

Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

3 unchanged sentences

The adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

In January 2025, the FASB issued ASU 2025-01, which revises the effective date of ASU 2024-03 (on disclosures about disaggregation of income statement expenses) “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU.

In January 2025, the FASB issued ASU 2025-01, “Income Statement—Comprehensive Income—Expense Disaggregation Disclosure (Subtopic 220-40):

Clarifying the Effective Date.” This pronouncement revises the effective date of ASU 2024-03 and clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.

Entities within the ASU’s scope are permitted to early adopt the accounting standard update.

NOTE 3 — LOAN RECEIVABLE

Loan receivable consisted of the following:

June 30, 2025

The Company had loans to generate interest income with third parties.

As of September 30, 2025 and December 31, 2024, the Company’s loan receivable consisted of the following:

September 30, 2025

December 31, 2024

Short-term loan receivables

Hongkong Sanyou Petroleum Co Limited

Asia Finance Investment Limited

Total Short-term loan receivables

(1) On June 20, 2024, the Company entered into a one - year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.

The principal amount of the loan is $ 1,000,000 , bearing an annual interest rate of 12.0 % , and is set to mature in 12 months .

On July 23, 2024, the Company extended an additional unsecured short-term loan of $ 1,500,000 to Hongkong Sanyou Petroleum Co Limited under the same terms.

As of the date of this quarterly report, the principal of $ 1,000,000 for the loan issued on June 20, 2024, and partial interests of $ 44,000 has been fully collected.

Management is actively monitoring the status of the remaining interest collection and expects the remaining interest to be fully repaid by mid-August 2025.

In addition, management has communicated with the borrower regarding the repayment of the principal of $ 1,500,000 for the loan issued on July 23, 2024, with relevant interests, and expects to get fully repaid by end of August 2025.

As of August 21, 2025, $ 1,000,000 principal and $ 119,666 interest had been fully collected.

On July 23, 2024, the Company entered an additional unsecured short-term loan of $ 1,500,000 to Hongkong Sanyou Petroleum Co Limited under the same terms.

Upon the original maturity date, $ 0 had been collected, with $ 182,500 interest accrued.

On July 23, 2025, the Company and the borrower executed an extension agreement to renew the loan for an additional one -year term, effective upon the original maturity date.

Under the renewed agreement, the outstanding balance became payable on demand and continues to bear interest at the reduced annual rate of 8 %.

The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal balance.

The Company has collected partial principal repayments of $ 640,334 as of the date of this quarterly report.

On October 2, 2024 and October 28, 2024, the Company entered into two one-year unsecured short-term loan agreements with Hongkong Sanyou Petroleum Co Limited, for the principal amount of the loan $ 1,000,000 and $ 1,000,000 , respectively, bearing an annual interest rate of 12.0 % and set to mature in 12 months .

Upon the original maturity of these loans, the Company and the borrower executed loan extension agreements to renew both loans for an additional one-year term , effective as of October 2, 2025 and October 28, 2025, respectively.

Under the renewed agreements, the outstanding principal balances of $ 1,000,000 each continue to accrue interest at a reduced annual rate of 8 %, and will mature on October 1, 2026 and October 27, 2026, respectively.

The accrued and unpaid interest receivable under the original loan agreements were excluded from the renewed principal amounts.

As of the date of this quarterly report, no principal repayments have been collected on either of these two loans.

On November 20, 2024, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.

The principal amount of the loan is $ 500,000 .

This loan carries an annual interest rate of 12.0 % and is set to mature in 12 months.

On March 17, 2025, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.

The principal amount of the loan is $ 950,000 .

This loan carries an annual interest rate of 12.0 % and is set to mature in 12 months .

(2) On August 16, 2024, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $ 649,250 .

3 unchanged sentences

Any overdue payments under this agreement bear an annual interest rate of 18 % .

Upon the loan’s original maturity on August 15, 2025, the Company and the borrower executed a loan extension agreement to renew the loan for an additional one - year term, effective as of August 16, 2025.

Under the renewed agreement, the outstanding principal balance of $ 558,295 continues to accrue interest at a reduced annual rate of 8 % , and will mature on August 15, 2026.

The accrued and unpaid interest receivable

under the original loan agreement was excluded from the renewed principal amount.

As of the date of this quarterly report, no principal or interest repayments have been collected.

On October 24, 2024, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $ 530,000 .

This loan accrues interest at a monthly rate of 1.0 %, with a single lump-sum repayment due 12 months from the disbursement date.

On November 20, 2024, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.

The principal amount of the loan is $ 500,000 .

This loan carries an annual interest rate of 12.0 % and is set to mature in 12 months.

Upon the loan’s original maturity on October 23, 2025, the Company and the borrower executed a loan extension agreement to renew the loan for an additional one-year term, effective as of October 24, 2025.

Under the renewed agreement, the outstanding principal balance of $ 530,000 continues to accrue interest at a reduced annual rate of 8 %, and will mature on October 23, 2026.

The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal amount.

As of the date of this quarterly report, no principal or interest repayments have been collected.

On January 7, 2025, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $ 100,000 .

1 unchanged sentence

On January 29, 2025, the Company extended an additional unsecured short-term loan of $ 300,000 to Asia Finance Investment Limited under the same terms.

On March 17, 2025, the Company entered into a one-year unsecured short-term loan agreement with Hongkong Sanyou Petroleum Co Limited.

The principal amount of the loan is $ 950,000 .

This loan carries an annual interest rate of 12.0 % and is set to mature in 12 months .

On March 18, 2025, the Company entered into a one-year unsecured short-term loan agreement with Asia Finance Investment Limited for a principal amount of $ 825,400 .

5 unchanged sentences

This loan accrues interest at an annual rate of 8.0 %, with a single lump - sum repayment due 12 months from the disbursement date.

Interest income for the three and six months ended June 30, 2025, was $ 272,228 and $ 474,896 , respectively.

Based on ongoing communications with the borrowers, the borrowers’ continued operations, and management’s expectation of full recovery under the extended terms, no expected credit loss has been recognized as of September 30, 2025.

Management continues to monitor the credit exposure and will reassess the collectability on a quarterly basis.

Interest income for the three and nine months ended September 30, 2025, was $ 244,776 and $ 719,672 , respectively.

These amounts were accrued and recognized as interest receivable.

For the three and six months ended June 30, 2024, the Company recorded interest income of $ 21,250 and $ 44,876 from short-term loan receivables, respectively.

For the three and nine months ended September 30, 2024, the Company recorded interest income of $ 73,541 and $ 113,958 from short-term loan receivables, respectively.

NOTE 4 — OTHER RECEIVABLES

Other receivables consisted of the following:

June 30, 2025

September 30, 2025

December 31, 2024

4 unchanged sentences

NOTE 5 — DISCONTINUED OPERATIONS

1) Loss from discontinued operations for the six months ended June 30, 2024 was as follows:

1) Loss from discontinued operations for the nine months ended September 30, 2024 was as follows:

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Cost of Revenue

3 unchanged sentences

Loss from discontinued operations

( 1,237,733 )

Other income (expenses)

2 unchanged sentences

Loss from discontinued operations before income taxes

( 1,326,521 )

Income tax provision

Loss from discontinued operations

( 1,326,521 )

On March 3, 2025, the Board approved the discontinuation of the Company’s parallel-import vehicles business authorizing the writing off of receivables, and winding down of operations in compliance with applicable legal and regulatory requirements.

In accordance with ASC 205-20, Presentation of Financial Statements — Discontinued Operations, the Company determined that the parallel-import vehicle segment met the conditions for reporting as a discontinued operation.

As a result, all financial results associated with this business have been reclassified as discontinued operations in the accompanying consolidated financial statements for the six months ended June 30, 2024.

For the three and six months ended June 30, 2024, revenue from discontinued operations was $ 200,297 and $ 1,631,248 , respectively.

For the three and nine months ended September 30, 2024, revenue from discontinued operations was nil and $ 1,631,248 , respectively.

The significant decline was due to the discontinuation of the Company’s parallel-import vehicles business.

Selling expenses related to the discontinued parallel-import vehicles business include salaries and benefits for the Company’s sales personnel, and ocean freight expenses, which are associated with shipping and delivery of vehicles to automobile dealers, are expensed as incurred.

Total selling expenses of discontinued operations were $ 19,422 and $ 98,262 for the three and six months ended June 30, 2024, respectively.

Total selling expenses of discontinued operations were nil and $ 1,212,913 for the three and nine months ended September 30, 2024, respectively.

General and administrative expenses related to discontinued operations were operational expenses associated with sourcing, purchasing, and shipping vehicles, leading to improved financial performance in future periods.

Interest expenses of discontinued operations were $ 27,899 and $ 82,358 for the three and six months ended June 30, 2024, respectively, which were related to loan of inventory financing, loan of letter of credit (“LC”) financing, loan of dealer financing and revolving credit line of financing, all of which are classified under Current liabilities of discontinued operations.

Interest expenses of discontinued operations were nil and $ 88,788 for the three and nine months ended September 30, 2024, respectively, which were related to loan of inventory financing, loan of letter of credit (“LC”) financing, loan of dealer financing and revolving credit line of financing, all of which are classified under Current liabilities of discontinued operations.

Further details on these financing arrangements are provided in “3) Current liabilities of discontinued operations.” The loans related were all paid off as of June 30, 2025.

29 unchanged sentences

Sales tax deposits (2)

Other receivables

allowance of credit loss

7 unchanged sentences

3) Cash Flows from discontinued operations

For the Six Months Ended

For the Nine Months Ended

September 30,

Cash flows from discontinued operating activities:

( 1,326,521 )

Loss from discontinued operations, net of tax

( 1,326,521 )

Cash provided by operations-discontinued operations

8 unchanged sentences

Estimated Useful Life

June 30, 2025

September 30, 2025

December 31, 2024

3 unchanged sentences

Property, plant, and equipment, net

During the six months ended June 30, 2025 and 2024, the Company recorded deprecation of $ 19,764 and $ 7,636 , respectively.

There was no impairment loss during the six months ended June 30, 2025 and 2024.

During the nine months ended September 30, 2025 and 2024, the Company recorded deprecation of $ 29,646 and $7,636 , respectively.

There was no impairment loss during the nine months ended September 30, 2025 and 2024.

*Leasehold improvements were related to Edward’s full steel manual gates, yard fence, and office roof upgrade.

24 unchanged sentences

Both operating lease expenses and short-term lease expenses are recognized in general and administrative expenses.

The components of lease expenses for the six months ended June 30, 2025 and 2024 were as follows:

The components of lease expenses for the three and nine months ended September 30, 2025 and 2024 were as follows:

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Lease expenses

2 unchanged sentences

Total lease expenses

During the three and six months ended June 30, 2025, the Company incurred total operating lease expenses of $ 177,763 and $ 355,526 , respectively.

The total lease expenses were $ 208,129 and $ 416,258 for the three and six months ended June 30, 2025, respectively.

During the three and six months ended June 30, 2024, the Company incurred total operating lease expenses of $ 71,097 and $ 119,703 , respectively.

The total lease expenses were $ 112,035 and $ 167,552 for the three and six months ended June 30, 2024, respectively.

June 30, 2025

During the three and nine months ended September 30, 2025, the Company incurred total operating lease expenses of $ 177,763 and $ 533,290 , respectively.

The total lease expenses were $ 202,478 and $ 618,736 for the three and nine months ended September 30, 2025, respectively.

During the three and nine months ended September 30, 2024, the Company incurred total operating lease expenses of $ 131,599 and $ 251,302 , respectively.

The total lease expenses were $ 168,739 and $ 336,291 for the three and nine months ended September 30, 2024, respectively.

September 30, 2025

December 31, 2024

3 unchanged sentences

Total operating lease liabilities

The weighted average remaining lease terms and discount rates for all operating leases were as follows for the six months ended June 30, 2025 and 2024:

June 30, 2025

June 30, 2024

During the three and nine months ended September 30, 2025, the Company recognized amortization expense of $ 148,335 and $ 310,210 , respectively.

During the three and nine months ended September 30, 2024, the Company recognized amortization expense of $ 105,061 and $ 182,862 , respectively.

The weighted average remaining lease terms and discount rates for all operating leases were as follows for the nine months ended September 30, 2025 and 2024:

September 30, 2025

September 30, 2024

Remaining lease term and discount rate:

2 unchanged sentences

* The Company used weighted average incremental borrowing rate of 4.8 % per annum for its lease contracts based on the Company’s current borrowings from various financial institutions.

As of June 30, 2025, future maturities of lease liabilities were as follows:

2025 (from July 1, 2025 to December 31, 2025)

As of September 30, 2025, future maturities of lease liabilities were as follows:

2025 (from October 1, 2025 to December 31, 2025)

Total lease payments

55 unchanged sentences

TWEW-Customer Relationships

During the six months ended June 30, 2025 and 2024, the Company incurred accumulated amortization expenses of $ 56,144 and $ 21,786 , respectively.

During the nine months ended September 30, 2025 and 2024, the Company incurred accumulated amortization expenses of $ 84,214 and $ 34,858 , respectively.

Management conducted an impairment assessment of goodwill and intangible assets associated with the Edward acquisition in accordance with ASC 350, Intangibles—Goodwill and Other.

The Company utilized a discounted cash flow (“DCF”) model to estimate the fair value of the reporting unit, taking into consideration projected revenues, operating margins, terminal value assumptions, and a discount rate reflecting the risks of the underlying cash flows.

Based on the results of this analysis, management determined that the carrying value of certain intangible assets and goodwill exceeded their estimated fair value, and accordingly, recorded an impairment charge.

Key assumptions used in the analysis included management’s projections of future cash flows, growth rates, and weighted average cost of capital.

Changes in these assumptions, or a decline in actual performance compared with forecasts, could result in additional impairments in future periods.

As of September 30, 2025

Intangible Assets

Preliminary value

Impairment loss

Finalized Value

Edward-Customer Relationships

Edward-Trade Names

Edward-Goodwill

Total future amortization expenses for finite-lived intangible assets were estimated as follows:

2025 (from July 1, 2025 to December 31, 2025)

No impairment loss was made to the carrying amounts of the intangible assets for the six months ended June 30, 2025 and 2024.

2025 (from October 1, 2025 to December 31, 2025)

NOTE 9 — PREMIUM FINANCE

3 unchanged sentences

The loan was paid off on June 2, 2025.

On August 1, 2025, the Company renewed the Premium Finance Agreement with ETI Financial Corporation to finance the purchase of its directors’ and officers’ insurance for the new policy term.

Under the renewed agreement, the Company borrowed $ 151,421.49 at an annual interest rate of 7.10 %.

The financing is scheduled to be repaid in nine -month installments, beginning on September 1, 2025.

As of the date of this report, the Company is in compliance with all payment terms under the renewed agreement.

Premium finance consisted of the following:

September 30,

Premium finance

Interest expenses incurred related to the Premium Finance Agreement were $ 3,004 and $ 996 for the six months ended June 30, 2025 and 2024, respectively.

Interest expenses incurred related to the Premium Finance Agreement were $ 3,874 and $ 2,400 for the nine months ended September 30, 2025 and 2024, respectively.

NOTE 10 — LONG-TERM BORROWINGS

Long-term borrowings consisted of the following:

September 30,

Small Business Administration (1)

13 unchanged sentences

Beginning from March 2022, 24 months from the date of the original loan agreement, the Company is required to make a new monthly installment payment of $ 2,485 within the remaining term of loan, with the last installment to be paid in May 2050.

The future maturities of the SBA loan as of June 30, 2025 were as follows:

The future maturities of the SBA loan as of September 30, 2025 were as follows:

Future repayment

2025 (from July 1, 2025 to December 31, 2025)

2025 (from October 1, 2025 to December 31, 2025)

On May 15, 2020, the Company entered into a loan agreement with Thread Capital Inc.

5 unchanged sentences

Beginning from December 1, 2022, the loan bears a fixed annual interest rate of 5.5 %, and the Company is required to make a monthly installment payment of $ 2,721 within the remaining term of loan, with the last installment to be paid in May 2031.

The future maturities of the loan from Thread Capital as of June 30, 2025 were as follows:

The future maturities of the loan from Thread Capital as of September 30, 2025 were as follows:

Future repayment

2025 (from July 1, 2025 to December 31, 2025)

For the above-mentioned long-term borrowings, the Company recorded interest expenses of $ 13,406 and $ 15,563 for the six months ended June 30, 2025 and 2024, respectively.

2025 (from October 1, 2025 to December 31, 2025)

For the above-mentioned long-term borrowings, the Company recorded interest expenses of $ 21,089 and $ 24,510 for the nine months ended September 30, 2025 and 2024, respectively.

NOTE 11 — STOCK BASED COMPENSATION

6 unchanged sentences

The Award vested immediately upon grant.

On September 30, 2025, the compensation committee of the Company’s Board approved the grant of 43,750 shares of Class A common stock (the “Award”) to Mr.

Jianhui Li, strategic consultant of the Company.

The Award vested immediately upon grant.

Non-vested shares

2 unchanged sentences

On January 17, 2025, these 6,250 shares were forfeited.

A summary of the non-vested shares activity for the six months ended June 30, 2025 is as follows:

On September 23, 2025, another 18,750 shares were forfeited.

A summary of the non-vested shares activity for the nine months ended September 30, 2025 is as follows:

Average Grant

2 unchanged sentences

Outstanding as of December 31, 2024

Outstanding as of June 30, 2025

Outstanding as of September 30, 2025

The fair value of vested and non-vested shares is determined by the market closing price of Class A common stock at the grant date.

Accordingly, the Company recorded share-based compensation expenses of $ 10,444 and $ 26,629 for the three and six months ended June 30, 2025, respectively.

As of June 30, 2025, total unrecognized compensation cost relating to non-vested shares was $ 183,337 , which is to be recognized over a weighted average period of three years .

Accordingly, the Company recorded share-based compensation expenses of $ 76,087 and $261,266 for the three months ended September 30, 2025 and 2024, respectively, and of $ 102,716 and $261,266 for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, total unrecognized compensation cost relating to non-vested shares was $ 199,437 , which is to be recognized over a weighted average period of two years .

NOTE 12 — INCOME TAXES

1 unchanged sentence

The Company elected to file income taxes as a corporation instead of an LLC for the tax years ended December 31, 2020 through December 31, 2024.

Loss before Income tax expense (benefit)

For the Six Months Ended

Loss before income tax expense

For the Nine Months Ended

September 30,

Loss from continuing operations before income taxes

2 unchanged sentences

The components of the income tax provision were as follows:

For the Six Months Ended

For the Nine Months Ended

September 30,

Total current income tax provision

Total deferred income tax expenses (benefits)

Total income tax benefits

The consolidated statement of operations reflects income tax expense of approximately $ 18,342 for the six months ended June 30, 2025, which includes the current quarter provision of $ 5,200 , and approximately $ 13,142 of tax payments related to prior periods and acquisition-related tax filings upon the filing of 2024 tax returns in April 2025.

( 1,057,298 )

Adjustments related to prior year income taxes

Total income tax expenses (benefits)

( 1,052,969 )

The consolidated statement of operations reflects income tax expense of approximately $ 18,342 for the nine months ended September 30, 2025, which includes the current quarter provision of $ 5,200 , and approximately $ 13,142 of tax payments related to prior periods and acquisition-related tax filings upon the filing of 2024 tax returns in April 2025.

These additional amounts primarily consist of:

2 unchanged sentences

Reconciliations of the statutory income tax rate to the effective income tax rate were as follows:

For the Six Months Ended

For the Nine Months Ended

September 30,

Federal income tax at the statutory rate

5 unchanged sentences

Deferred tax assets, net were composed of the following:

September 30,

Deferred tax assets:

13 unchanged sentences

The Company assesses deferred tax assets to determine whether they are realizable.

Based on this evidence, realization of deferred tax assets is not considered more-likely-than-not at this time.

The Company records uncertain tax positions in accordance with ASC 740, using a two-step process to determine whether tax positions will be sustained.

The Company has concluded that there are no uncertain tax positions requiring recognition as of June 30, 2025 and 2024.

The Company has concluded that there are no uncertain tax positions requiring recognition as of September 30, 2025 and 2024.

The Company was not previously subject to the interest expenses limitation under §163(j) of the U.S.

17 unchanged sentences

The Company has been monitoring trade policy developments closely.

As of June 30, 2025 and 2024, all of the Company’s cash was on deposit at financial institutions in the U.S., which are insured by the Federal Deposit Insurance Corporation subject to certain limitations.

The Company has not experienced any losses in such accounts.

As of September 30, 2025 and December 31, 2024, all of the Company’s cash was on deposit at financial institutions in the U.S., which are insured by the Federal Deposit Insurance Corporation subject to certain limitations.

The Company also closely monitors the collectability of its loan receivables and, to date, has no t incurred any losses on such balances.

Concentrations

45 unchanged sentences

On December 19, 2024, the Company closed the TWEW Acquisition and issued 469,484 shares accordingly.

As of June 30, 2025 and December 31, 2024, there were 2,672,011 shares of Class A common stock and 546,875 shares of Class B common stock issued and outstanding, respectively.

As of September 30, 2025 and December 31, 2024, there were 2,727,712 and 2,672,011 shares of Class A common stock issued and outstanding, respectively, and 546,875 shares of Class B common stock issued and outstanding.

The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement.

8 unchanged sentences

On March 27, 2024, the Company completed the payment of termination fees totaling $ 78,125 , which was recorded as an offset to additional paid in capital within stockholders’ equity.

There were no warrant shares remaining as of June 30, 2025 and December 31, 2024.

There were no warrant shares remaining as of September 30, 2025 and December 31, 2024.

NOTE 15 — SEGMENT REPORTING

1 unchanged sentence

GAAP amounts when making decisions about allocating resources and assessing performance of the Company.

The Company determined that it operated in one operating segment of logistics and labor services.

The Company determined that it operated in one operating segment of logistics and warehousing services, including the freight forwarding services provided by Edward and the general labor and logistics services provided by TWEW.

The Company primarily operates in the U.S.

1 unchanged sentence

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Cost of revenues

Impairment loss expenses

Share-based compensation expenses

3 unchanged sentences

Income tax expenses (credit)

( 1,052,969 )

Other segment items*

2 unchanged sentences

( 2,581,087 )

Consolidated loss

( 1,710,581 )

( 1,016,370 )

Consolidated loss

Consolidated total assets

2 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Cost of revenues

Allowance of credit loss of accounts receivables

Interest expenses

1 unchanged sentence

Segment net loss

( 1,121,081 )

( 1,326,521 )

Consolidated loss

( 1,121,081 )

( 1,326,521 )

Consolidated total assets

Other segment items include remaining general and administration expenses, and other income.

NOTE 16 — SUBSEQUENT EVENTS

On September 19, 2025, the compensation committee of the Company’s Board approved the grant of 144,000 shares of Class B common stock (the “Award”) to Mr.

Huan Liu, chief executive officer of the Company, pursuant to the Plan, which grant became effective on October 15, 2025.

The Award was vested immediately upon grant.

On October 15, 2025, the Company issued the shares to Mr.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements