Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this quarterly report on Form 10-Q.
Forward-Looking Statements
This quarterly report on Form 10-Q contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “project,” or “anticipate,” and other similar words. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth in “Item 1A. Risk Factors” included in our annual report on Form 10-K (File No. 001-41761) (the “Annual Report”), which was filed with the SEC on March 20, 2026.
Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this quarterly report. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.
The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this quarterly report on Form 10-Q, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report.
Business Overview and Recent Developing Trends
We are engaged in two principal business areas: (i) logistics and warehousing and (ii) international trading. Our logistics and warehousing business includes logistics coordination, warehousing and general labor support services. Following our acquisition of Super International in May 2026, we also commenced the international trading of large-scale industrial equipment. Through Super International, we source, purchase and sell large-scale industrial equipment in international markets and coordinate related procurement, sales and delivery arrangements. Our international trading business operates alongside our logistics and warehousing business and is intended to diversify our business operations and revenue sources.
Historically, our logistics and warehousing business primarily involved services provided in connection with the sale of parallel-import vehicles sourced in the U.S. for sale in the PRC market. More recently, through Edward, we expanded our logistics and warehousing business to include the transportation of other goods between the U.S. and the PRC. Parallel-import vehicles in the PRC refer to automobiles purchased directly from overseas markets and imported for sale outside of the brand manufacturers’ official distribution networks.
Between 2016 and the first half of 2022, the Company experienced growth in sales volume and gross profit due to favorable market conditions. Beginning in the second half of 2023, the business was negatively affected by a decline in customer demand due to weakening macroeconomic conditions, price competition from luxury automakers in the PRC, and a shift in consumer preference toward domestic EVs. These market challenges led to declines in parallel-import vehicle sales of 30.5% in 2023 and 95.7% in 2024, with vehicle sales declining to 14 units in 2024 from 303 units in 2023. In addition, the Company recorded a credit loss of $1.6 million for the year ended December 31, 2024, due to the increasing difficulty in collecting outstanding receivables.
On March 3, 2025, the Company’s board of directors approved the discontinuation of the Company’s parallel-import vehicle business. In accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations, all financial results associated with this business have been reclassified as discontinued operations in the accompanying consolidated financial statements for all periods presented. For additional financial details regarding discontinued operations, refer to Note 6 – Discontinued Operations.
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The Company began its logistics and warehousing business in February 2024 by acquiring Edward to provide services related to international trade between the PRC and the U.S. In July 2024, the Company relocated its headquarters to Irvine, California, to utilize the ports of Los Angeles and Long Beach. The Company further expanded its logistics and warehousing business by acquiring TWEW in December 2024. Following the disposition of Edward in April 2026, the Company continues to conduct its logistics and warehousing business through TWEW. Following the acquisition of Super International in May 2026, the Company also directly engages in international trading of large-scale industrial equipment. Accordingly, the Company currently operates both its logistics and warehousing business and its international trading business.
Additionally, on December 19, 2024, we acquired 100% of the membership interests in NexTrade, a Delaware limited liability company, for consideration of $1. NexTrade holds 100% of the ownership interests in Naiside (Shenzhen) International Trading Co., Ltd. As of the date of this quarterly report, NexTrade itself has not directly conducted any material business operations other than holding its ownership interest in Naiside.
Further, on March 28, 2025, we incorporated a wholly owned subsidiary, Cheetah BVI, in the British Virgin Islands. The incorporation of Cheetah BVI is intended to support our future international business development and facilitate potential global partnerships. As of the date of this quarterly report, Cheetah BVI has not commenced operations.
On February 12, 2026, the Company closed the previously disclosed private placement pursuant to certain stock purchase agreements dated January 27, 2026, with certain investors and issued an aggregate of 167,250 shares of Class A Common Stock, after giving retroactive effect to the 2026 Reverse Stock Split, for aggregate gross proceeds of approximately $40.14 million in a private placement pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).
On February 2, 2026, we effected a change in our state of incorporation from the State of North Carolina to the State of Delaware by filing the applicable Articles of Conversion with the Secretary of State of the State of North Carolina and the Delaware Certificate of Conversion and the Delaware Certificate of Incorporation with the Secretary of State of the State of Delaware.
On March 25, 2026, we entered into a Stock Purchase Agreement with Bing Shao, a non-U.S. individual, and Edward, pursuant to which we agreed to sell, assign, transfer and deliver to Bing Shao 100% of the shares of common stock of Edward for an aggregate purchase price of $20,000. On April 1, 2026, the Company completed the disposition of Edward pursuant to the Stock Purchase Agreement.
On April 16, 2026, we entered into a Share Transfer Agreement with Leyan Yang, a non-U.S. individual, pursuant to which we agreed to acquire 100% of the issued and outstanding shares of Super International, a limited liability company incorporated under the laws of Hong Kong and primarily engaged in the international trading of large-scale industrial equipment, for aggregate cash consideration of $4,980,000. Super International conducts its business through the sourcing, purchase and sale of large-scale industrial equipment in international markets and the coordination of related procurement, sales and delivery arrangements. On May 27, 2026, the Company completed the acquisition pursuant to the Share Transfer Agreement. As a result of the closing, Super International became a wholly owned subsidiary of the Company, and the international trading of large-scale industrial equipment became an additional business line operating alongside the Company’s logistics and warehousing business.
April 2026 Reverse Stock Split
On February 3, 2026, our board of directors approved and adopted one or more potential amendments to the Certificate of Incorporation of the Company to effect one or more reverse stock splits of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share, consisting of Class A common stock, par value $0.0001 per share, and Class B common stock, par value $0.0001 per share, at such ratio or ratios as may be determined by the board of directors in its sole discretion, provided that the aggregate ratio of all such reverse stock splits shall not exceed 1-for-500, to be effected at such time or times within 12 months following the approval of the Company’s stockholders.
On February 3, 2026, Fairview Eastern International Holdings Limited and Huan Liu, collectively holding shares of Class B common stock representing approximately 79.16% of the voting power of the issued and outstanding capital stock of the Company as of that date, approved and adopted the foregoing corporate action through a written consent in lieu of a special meeting of stockholders. Such stockholder approval became effective on March 10, 2026, 20 calendar days after the Company mailed the definitive information statement on Schedule 14C, which was filed with the SEC on February 13, 2026.
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Following the approval of our stockholders, on March 23, 2026, our board of directors approved a reverse stock split of the common stock at a ratio of 1-for-200. To implement the reverse stock split, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware on March 24, 2026. The Certificate of Amendment became effective at 8:00 a.m., Eastern Time, on April 20, 2026.
Following such reverse stock split, every 200 shares of common stock outstanding were automatically combined into one new share of common stock. No fractional shares were issued in connection with the reverse stock split; any fractional shares resulting from the Reverse Stock Split were rounded up to the nearest whole share. The par value per share of the common stock remained unchanged. Our Class A common stock started trading on a post-split basis on April 29, 2026, at which time the Class A common stock was assigned a new CUSIP number (16307X301). Additionally, at the Effective Time, proportionate adjustments were made to the Company’s Amended and Restated 2024 Stock Incentive Plan based on the Reverse Stock Split Ratio, including adjustments to the number of shares available for awards and the exercise price of outstanding awards.
Risks and Uncertainties
The Company is undergoing a transformation of its business model. As a company located in the U.S. and conducting business in the PRC, Hong Kong and other markets, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the U.S., the PRC, Hong Kong and other markets in which it operates, as well as by the general state of the relevant economies. The Company’s results may be adversely affected by changes in political, regulatory, economic, and social conditions in these markets.
Risks and uncertainties related to the Company’s business include the following:
● The business shift from parallel-import vehicle sales to logistics and warehousing services and international trading may depend on factors relating to the business environment, operational management, market expansion and the successful integration and development of the Company’s acquired businesses;
● Government policies relating to ocean freight, international trade, customs and tariffs may reduce market demand for the Company’s logistics, warehousing and international trading businesses, increase the Company’s costs, or otherwise negatively affect the Company’s business and growth prospects;
● The Company’s businesses depend heavily on a limited number of customers and third-party transportation and labor providers;
● Any adverse change in political relations between the PRC and the U.S., including ongoing trade conflicts between the U.S. and the PRC, may negatively affect the Company’s business; and
● Competition in the logistics, warehousing and international trading industries, based on factors such as service quality, reliability, product availability and pricing, may limit the Company’s ability to expand its revenue, and the Company’s success in these areas will depend on its ability to develop and scale effective sales and operational capabilities.
The Company’s business, financial condition, and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics, and other catastrophic incidents, which could significantly disrupt the Company’s operations.
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Results of Operations
The following table provides a summary of our consolidated results of operations for the three and six months ended June 30, 2026 and 2025, highlighting the financial impact of both continuing and discontinued operations:
Three Months Ended June 30,
Change
Six Months Ended June 30,
Change
2026
2025
Amount
%
2026
2025
Amount
%
USD
%
USD
%
USD
%
USD
%
Revenues
$
868,909
100.0
%
$
354,126
100.0
%
$
514,783
145.4
%
$
961,609
100.0
%
$
833,925
100.0
%
$
127,684
15.3
%
Cost of Revenues
849,409
97.8
%
319,226
90.1
%
530,183
166.1
%
922,242
95.9
%
742,769
89.1
%
179,473
24.2
%
Gross Profit
19,500
2.2
%
34,900
9.9
%
(15,400)
(44.1)
%
39,367
4.1
%
91,156
10.9
%
(51,789)
(56.8)
%
General and administration expenses
887,115
102.1
%
805,305
227.4
%
81,810
10.2
%
1,657,119
172.3
%
1,805,824
216.5
%
(148,705)
(8.2)
%
Share-based compensation expenses
14,182
1.6
%
10,444
2.9
%
3,738
35.8
%
28,364
2.9
%
26,629
3.2
%
1,735
6.5
%
Interest income, net
257,896
29.7
%
264,168
74.6
%
(6,272)
(2.4)
%
401,338
41.7
%
463,446
55.6
%
(62,108)
(13.4)
%
Other income, net
993,766
114.4
%
17,140
4.8
%
976,626
5,697.9
%
1,002,778
104.3
%
29,756
3.6
%
973,022
3,270.0
%
Gain(loss) on disposal of Edward
(297,610)
(34.3)
%
—
—
%
(297,610)
(100.0)
%
(297,610)
(30.9)
%
—
—
%
(297,610)
(100.0)
%
(Loss) from continuing operations before tax provision
72,255
8.3
%
(499,541)
(141.1)
%
571,796
(114.5)
%
(539,610)
(56.0)
%
(1,248,095)
(149.7)
%
708,485
(56.8)
%
Income tax (benefits)
1,210
0.1
%
12,987
3.7
%
(11,777)
(90.7)
%
5,610
0.6
%
18,342
2.2
%
(12,732)
(69.4)
%
Loss from continuing operations
71,045
8.2
%
(512,528)
(144.7)
%
583,573
(113.9)
%
(545,220)
(56.6)
%
(1,266,437)
(151.9)
%
721,217
(56.9)
%
Loss from discontinued operations, net of tax
—
—
%
—
—
%
—
—
%
—
—
%
—
—
%
—
—
%
Net Loss
$
71,045
8.2
%
$
(512,528)
(144.7)
%
$
583,573
(113.9)
%
$
(545,220)
(56.6)
%
$
(1,266,437)
(151.9)
%
$
721,217
(56.9)
%
Comparison of the Three Months Ended June 30, 2026 and 2025
Continuing Operations-Logistics and Warehousing Services
Revenues
For the Three Months Ended June 30,
Change
2026
2025
Amount
%
USD
%
USD
%
Revenues
Revenues from Edward
$
—
—
%
$
52,684
14.9
%
$
(52,684)
(100.0)
%
Revenues from TWEW
—
—
%
301,442
85.1
%
$
(301,442)
(100.0)
%
Total revenues
$
—
—
%
$
354,126
100.0
%
$
(354,126)
(100.0)
%
For the three months ended June 30, 2026, we reported revenue of $nil from logistics and warehousing services segment.
Revenue from Edward decreased by 100.0% to $nil for the three months ended June 30, 2026, compared to $52,684 for the same period in 2025. The decrease was primarily due to the disposal of Edward.
On March 25, 2026, we entered into a Stock Purchase Agreement with Bing Shao, a non-U.S. individual, and Edward, pursuant to which we agreed to sell, assign, transfer, and deliver to Bing Shao 100% of the shares of common stock of Edward for an aggregate purchase price of $20,000. On April 1, 2026, the transaction was closed. We will continue to focus on improving operational efficiencies and expanding our market presence of TWEW in the California area.
Revenue from TWEW decreased by 100.0% to $nil for the three months ended June 30, 2026, compared to $301,442 for the same period in 2025, primarily due to tighter U.S. immigration policies, which increased labor costs and constrained labor availability, as well as unfavorable market conditions that reduced customer demand in the logistics and warehousing industries.
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Cost of Revenues
For the Three Months Ended June 30,
Change
2026
2025
Amount
%
USD
%
USD
%
Cost of Revenues
Cost of Revenues from Edward
$
—
—
%
$
25,797
8.1
%
$
(25,797)
(100.0)
%
Cost of Revenues from TWEW
—
—
%
293,429
91.9
%
$
(293,429)
(100.0)
%
Total cost of revenues
$
—
—
%
$
319,226
100.0
%
$
(319,226)
(100.0)
%
For the three months ended June 30, 2026, total cost of revenues decreased to $nil from $319,226 for the same period in 2025, representing a decrease of $319,226, or 100.0%. Cost of revenues attributable to TWEW was $nil, compared to $293,429 for the same period in 2025, representing a decrease of $293,429, or 100.0%, consistent with the corresponding decline in revenue from TWEW.
Cost of revenues from Edward was $nil for the three months ended June 30, 2026, compared to $25,797 for the same period in 2025, representing a decrease of $25,797, or 100.0%, primarily due to the disposal of Edward in 2026, which resulted in the cessation of its operations. The decrease was consistent with the corresponding decline in revenue from Edward.
Cost of revenues was mainly labor costs for TWEW and ocean freight service costs for Edward.
Operating Expenses
General and Administrative Expenses
Three Months Ended June 30,
Change
2026
2025
Amount
%
General and Administrative Expenses
Payroll and Benefits
$
—
$
19,261
$
(19,261)
(100.0)
%
Rental and Leases
—
46,030
(46,030)
(100.0)
%
Travel and Entertainment
194
302
(108)
(35.8)
%
Insurance Expenses
—
491
(491)
(100.0)
%
Depreciation and Amortization Expenses
15,000
31,329
(16,329)
(52.1)
%
Others
1,057
16,247
(15,190)
(93.5)
%
Total General and Administrative Expenses
$
16,251
$
113,660
$
(97,409)
(85.7)
%
General and of revenues was mainly labor costs for TWEW and ocean freight services-logistics and warehousing services segment decreased by $97,409, or 85.7%, to $16,251 for the three months ended June 30, 2026 from $113,660 for the three months ended June 30, 2025. The decrease was mainly due to the disposal of Edward in 2026.
Continuing Operations- International Trading
Revenues
For the Three Months Ended June 30,
Change
2026
2025
Amount
%
(Unaudited)
(Unaudited)
USD
%
USD
%
Revenues
Revenues from Cheetah
$
208,909
24.0
%
$
—
—
%
$
208,909
100.0
%
Revenues from Super International
660,000
76.0
%
—
—
%
660,000
100.0
%
Total revenues
$
868,909
100.0
%
$
—
—
%
$
868,909
100.0
%
For the three months ended June 30, 2026, we reported revenue of $868,909 from international trading segment, including $208,909, or 24.0%, of our total revenue from Cheetah and $660,000, or 76.0%, of our total revenue from Super International, which we acquired in May 27 2026.
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Revenue from Cheetah increased by 100.0% to $208,909 for the three months ended June 30, 2026, compared to $nil for the same period in 2025. The increase was primarily due to the expansion of our international trading business following the acquisition of Super International.
Revenue from Super International increased by 100.0% to $660,000 for the three months ended June 30, 2026, compared to $nil for the same period in 2025, primarily due to acquisition of Super International. on May 27, 2026, and its operating results were included in our consolidated financial statements beginning on the acquisition date.
Cost of Revenues
For the Three Months Ended June 30,
Change
2026
2025
Amount
%
(Unaudited)
(Unaudited)
USD
%
USD
%
Cost of Revenues
Cost of Revenues from Cheetah
$
199,409
23.5
%
$
—
—
%
$
199,409
100.0
%
Cost of Revenues from Super International
650,000
76.5
%
—
—
%
650,000
100.0
%
Total cost of revenues
$
849,409
100.00
%
$
—
—
%
$
849,409
100.0
%
For the three months ended June 30, 2026, total cost of revenues increased to $849,409 from $nil for the same period in 2025, representing an increase of $849,409, or 100.0%. Cost of revenues attributable to Cheetah was $199,409, representing 23.48% of total cost of revenues in the second quarter of 2026, compared to $nil for the same period in 2025, representing an increase of $199,409, or 100.0%, consistent with the corresponding increase in revenue from Cheetah.
Cost of revenues from Super International was $650,000, or 76.52% of total cost of revenues for the three months ended June 30, 2026, compared to $nil for the same period in 2025, representing an increase of $650,000, or 100.0%, consistent with the corresponding increase in revenue from Super International.
Cost of revenues was mainly labor costs for Cheetah and ocean freight service costs for Super International.
Operating Expenses
General and Administrative Expenses
Three Months Ended June 30,
Change
2026
2025
Amount
%
(Unaudited)
(Unaudited)
General and Administrative Expenses
Others
20,084
—
20,084
100.0
%
Total General and Administrative Expenses
$
20,084
$
—
$
20,084
100.0
%
General and administrative expenses for the Company’s continuing operations - international trading segment increased by $20,084, or 100.0%, to $20,084 for the three months ended June 30, 2026 from $nil for the three months ended June 30, 2025. The increase was mainly due to the commencement of our international trading operations following the acquisition of Super International on May 27, 2026.
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Continuing Operations - Corporate Unallocated Operating Adjustments
Operating Expenses
General and Administrative Expenses
Three Months Ended June 30,
Change
2026
2025
Amount
%
(Unaudited)
(Unaudited)
General and Administrative Expenses
Payroll and Benefits
$
192,532
$
282,821
$
(90,289)
(31.9)
%
Rental and Leases
132,123
162,099
(29,976)
(18.5)
%
Travel and Entertainment
54,921
19,715
35,206
178.6
%
Legal and Accounting Fees
131,544
84,958
46,586
54.8
%
Insurance Expenses
48,124
68,313
(20,189)
(29.6)
%
Depreciation and Amortization Expenses
6,625
6,625
—
—
%
Recruiting Expenses
1,522
5,453
(3,931)
(72.1)
%
Others
283,389
61,661
221,728
359.6
%
Total General and Administrative Expenses
$
850,780
$
691,645
$
159,135
23.0
%
General and administrative expenses for the Company’s continuing operations- corporate unallocated operating adjustments segment increased by $159,135, or 23.0%, to $850,780 for the three months ended June 30, 2026 from $691,645 for the three months ended June 30, 2025. The increase was mainly due to (i) an increase of $221,728 of other administration expenses during the three months ended June 30, 2026, primarily due to consulting fee for disposal of Edward and acquisition of Super International, (ii) an increase of $46,586 of legal and accounting fees due to additional legal fees incurred in connection with the reverse stock split, (iii) an increase of $35,206 in travel and entertainment expenses as part of business development efforts and client engagement, partially offset by (iv) a decrease of $90,289 in payroll and benefits expense due to staff optimization and cost-saving measure, (v) a decrease of $29,976 in rental and leases, primarily due to the termination of one of the Company’s office leases, and (vi) a decrease of $20,189 in insurance expenses resulting from a change in our insurance provider.
Share-based compensation expenses
Three Months Ended June 30,
Change
2026
2025
Amount
%
(Unaudited)
(Unaudited)
(Unaudited) Share-based compensation expenses
$
14,182
$
10,444
$
3,738
35.8
%
Share-based compensation expenses were $14,182 and $10,444 for the three months ended June 30, 2026 and 2025, respectively, representing an increase of $3,738, or 35.8%.
See also Note 12 – Stock Based Compensation for more details in our Consolidated Financial Statements included in this quarterly report.
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Other Income (Expenses), net
Three Months Ended June 30,
Change
2026
2025
Amount
%
(Unaudited)
(Unaudited)
Interest income
$
264,695
$
272,228
$
(7,533)
(2.8)
%
Interest expenses:
Loan Interest expense
(6,255)
(6,736)
(481)
(7.1)
%
Credit Card Interest
(247)
(462)
(215)
(46.5)
%
Premium Finance Interest
(297)
(862)
(565)
(65.5)
%
Total Interest expenses
(6,799)
(8,060)
(1,261)
(15.6)
%
Other income, net
993,766
17,140
976,626
5,697.9
%
Gain (loss) on disposal of ETE
(297,610)
—
(297,610)
(100)
%
Total other income, net
$
954,052
$
281,308
$
672,744
239.1
%
Interest income from continuing operations was $264,695 for the three months ended June 30, 2026, compared to $272,228 for the three months ended June 30, 2025, representing a decrease of $7,533 or 2.8%. The decrease was primarily due to a reduction in average outstanding loan balances as certain borrowers repaid a portion of their loans, resulting in lower interest income.
Interest expense incurred from our continuing operations was $6,799 for the three months ended June 30, 2026, which decreased by $1,261, or 15.6%, from $8,060 for the three months ended June 30, 2025, mainly due to lower interest incurred on premium finance arrangements.
Other income, net from continuing operations was $993,766 for the three months ended June 30, 2026, compared to $17,140 for the three months ended June 30, 2025, representing an increase of $976,626 or 5,697.9%. The increase was primarily driven by higher foreign exchange gains resulting from currency rate fluctuations.
Income Tax (Benefits)
Our income tax provision for continuing operations was $1,210 for the three months ended June 30, 2026, compared with income tax provision of approximately $12,987 for the same period in 2025.
Net Loss
As a result of the above factors, we had a net income of $71,045 from our continuing operations for the three months ended June 30, 2026, compared to a net loss of $512,528 for the same period of 2025.
Discontinued Operations -Parallel- Import vehicle Business
As disclosed in Note 6 – Discontinued Operations, our Board approved the discontinuation of our parallel-import vehicle business on March 3, 2025. The Company fully exited its parallel-import vehicle business during the year ended December 31, 2024. The Company did not generate any income or incur any expenses from discontinued operations for the three months ended June 30, 2026.
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Comparison of the Six Months Ended June 30, 2026 and 2025
Continuing Operations-Logistics and Warehousing Services
Revenues
For the Six Months Ended June 30,
Change
2026
2025
Amount
%
USD
%
USD
%
Revenues
Revenues from Edward
$
39,700
42.8
%
115,199
13.8
%
$
(75,499)
(65.5)
%
Revenues from TWEW
53,000
57.2
%
718,726
86.2
%
(665,726)
(92.6)
%
Total revenues
$
92,700
100.0
%
$
833,925
100.0
%
$
(741,225)
(88.9)
%
For the six months ended June 30, 2026, we reported revenue of $92,700 from logistics and warehousing services segment, including $39,700, or 42.8%, of our total revenue from Edward, which we acquired in February 2024, and $53,000, or 57.2%, of our total revenue from TWEW, which we acquired in December 2024.
Revenue from Edward decreased by 65.5% to $39,700 for the six months ended June 30, 2026, compared to $115,199 for the same period in 2025. The decrease was primarily due to the disposal of Edward.
Revenue from TWEW decreased by 92.6% to $53,000 for the six months ended June 30, 2026, compared to $718,726 for the same period in 2025, primarily due to tighter U.S. immigration policies, which increased labor costs and constrained labor availability, as well as unfavorable market conditions that reduced customer demand in the logistics and warehousing industries.
Cost of Revenues
For the Six Months Ended June 30,
Change
2026
2025
Amount
%
USD
%
USD
%
Cost of Revenues
Cost of Revenues from Edward
$
19,833
27.2
%
$
67,607
9.1
%
$
(47,774)
(70.7)
%
Cost of Revenues from TWEW
53,000
72.8
%
675,162
90.9
%
$
(622,162)
(92.2)
%
Total cost of revenues
$
72,833
100.0
%
$
742,769
100.0
%
$
(669,936)
(90.2)
%
For the six months ended June 30, 2026, total cost of revenues decreased to $72,833 from $742,769 for the same period in 2025, representing a decrease of $669,936, or 90.2%. Cost of revenues attributable to TWEW was $53,000, representing 72.8% of total cost of revenues for the six months ended June 30, 2026, compared to $675,162 for the same period in 2025, representing a decrease of $622,162, or 92.2%, consistent with the corresponding decline in revenue from TWEW.
Cost of revenues from Edward was $19,833, or 27.2% of total cost of revenues for the six months ended June 30, 2026, compared to $67,607 for the same period in 2025, representing a decrease of $47,774, or 70.7%, consistent with the corresponding disposal of Edward.
Cost of revenues was mainly labor costs for TWEW and ocean freight service costs for Edward.
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Table of Contents
Operating Expenses
General and Administrative Expenses
Six Months Ended June 30,
Change
2026
2025
Amount
%
(Unaudited)
(Unaudited)
General and Administrative Expenses
Payroll and Benefits
$
14,521
$
60,530
$
(46,009)
(76.0)
%
Rental and Leases
46,031
92,061
(46,030)
(50.0)
%
Travel and Entertainment
571
414
157
37.9
%
Insurance Expenses
289
941
(652)
(69.3)
%
Depreciation and Amortization Expenses
41,768
62,657
(20,889)
(33.3)
%
Others
53,509
29,467
(24,042)
(81.6)
%
Total General and Administrative Expenses
$
156,689
$
246,070
$
(89,381)
(36.3)
%
General and administrative expenses for the Company’s continuing operations-logistics and warehousing services segment decreased by $89,381, or 36.3%, to $156,689 for the six months ended June 30, 2026 from $246,070 for the six months ended June 30, 2025. The decrease was mainly due to lower operating and administrative expenses following the disposal of Edward, as well as ongoing cost control initiatives.
Continuing Operations- International Trading
Revenues
For the Six Months Ended June 30,
Change
2026
2025
Amount
%
(Unaudited)
(Unaudited)
USD
%
USD
%
Revenues
Revenues from Cheetah
$
208,909
24.0
%
$
—
—
%
$
208,909
100.0
%
Revenues from Super International
660,000
76.0
%
—
—
%
660,000
100.0
%
Total revenues
$
868,909
100.0
%
$
—
—
%
$
868,909
100.0
%
For the six months ended June 30, 2026, we reported revenue of $868,909 from international trading segment, including $208,909, or 24.0%, of our total revenue from Cheetah, and $660,000, or 76.0%, of our total revenue from Super International, which we acquired on May 27, 2026.
Revenue from Cheetah increased by 100.0% to $208,909 for the six months ended June 30, 2026, compared to $nil for the same period in 2025. The increase was primarily due to the expansion of our international trading business following the acquisition of Super International.
Revenue from Super International increased by 100.0% to $660,000 for the six months ended June 30, 2026, compared to $nil for the same period in 2025, primarily due to acquisition of Super International on May 27, 2026, and its operating results were included in our consolidated financial statements beginning on the acquisition date.
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Table of Contents
Cost of Revenues
For the Six Months Ended June 30,
Change
2026
2025
Amount
%
(Unaudited)
(Unaudited)
USD
%
USD
%
Cost of Revenues
Cost of Revenues from Cheetah
$
199,409
23.5
%
$
—
—
%
$
199,409
100.0
%
Cost of Revenues from Super International
650,000
76.5
%
—
—
%
650,000
100.0
%
Total cost of revenues
$
849,409
100.0
%
$
—
—
%
$
849,409
100.0
%
For the six months ended June 30, 2026, total cost of revenues increased to $849,409 from $nil for the same period in 2025, representing an increase of $849,409, or 100.0%. Cost of revenues attributable to Cheetah was $199,409, representing 23.5% of total cost of revenues for the six months ended June 30, 2026, compared to $nil for the same period in 2025, representing an increase of $199,409, or 100.0%, consistent with the corresponding increase in revenue from Cheetah.
Cost of revenues from Super International was $650,000, or 76.5% of total cost of revenues for the six months ended June 30, 2026, compared to $nil for the same period in 2025, representing an increase of $650,000, or 100.0%, consistent with the corresponding increase in revenue from Super International.
Cost of revenues was mainly labor costs for Cheetah and ocean freight service costs for Super International.
Operating Expenses
General and Administrative Expenses
Six Months Ended June 30,
Change
2026
2025
Amount
%
(Unaudited)
(Unaudited)
General and Administrative Expenses
Others
20,084
—
20,084
100.0
%
Total General and Administrative Expenses
$
20,084
$
—
$
20,084
100.0
%
General and administrative expenses for the Company’s continuing operations-international trading segment increased by $20,084, or 100.0%, to $20,084 for the six months ended June 30, 2026 from $nil for the six months ended June 30, 2025. The increase was mainly due to the acquisition of Super International.
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Table of Contents
Continuing Operations- Corporate Unallocated Operating Adjustments
Operating Expenses
General and Administrative Expenses
Six Months Ended June 30,
Change
2026
2025
Amount
%
(Unaudited)
(Unaudited)
General and Administrative Expenses
Payroll and Benefits
$
416,295
$
555,744
$
(139,449)
(25.1)
%
Rental and Leases
265,941
324,197
(58,256)
(18.0)
%
Travel and Entertainment
86,204
61,633
24,571
39.9
%
Legal and Accounting Fees
224,511
342,963
(118,452)
(34.5)
%
Insurance Expenses
100,999
136,599
(35,600)
(26.1)
%
Depreciation and Amortization Expenses
13,250
13,250
—
—
%
Recruiting Expenses
3,384
6,474
(3,090)
(47.7)
%
Others
369,762
118,894
250,868
211.0
%
Total General and Administrative Expenses
$
1,480,346
$
1,559,754
$
(79,408)
(5.1)
%
General and administrative expenses for the Company’s continuing operations- corporate unallocated operating adjustments segment decreased by $79,408, or 5.1%, to $1,480,346 for the six months ended June 30, 2026 from $1,559,754 for the six months ended June 30, 2025. The increase was mainly due to (i) a decrease of $139,449 in payroll and benefits expense due to staff optimization and cost-saving measure; (ii) a decrease of $118,452 of legal and accounting fees as we recorded the accounting fee for annual audit for Fiscal Year 2024 in the first quarter of 2025; (iii) a decrease of $58,256 in rental and leases, primarily due to the termination of one of the Company’s office leases, and (iv) a decrease of $35,600 in insurance expenses resulting from a change in our insurance provider, partially offset by (v) an increase of $250,868 of other administration expenses during the three months ended June 30, 2026, primarily due to consulting fee for disposal of Edward and acquisition of Super International, and (vi) an increase of $24,571 in travel and entertainment expenses as part of business development efforts and client engagement.
Share-based compensation expenses
Six Months Ended June 30,
Change
2026
2025
Amount
%
(Unaudited)
(Unaudited)
(Unaudited) Share-based compensation expenses
$
28,364
$
26,629
$
1,735
6.5
%
Share-based compensation expenses were $28,364 and $26,629 for the six months ended June 30, 2026 and 2025, respectively, representing an increase of $1,735, or 6.5%.
See also Note 12 – Stock Based Compensation for more details in our Consolidated Financial Statements included in this quarterly report.
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Table of Contents
Other Income (Expenses), net
Six Months Ended June 30,
Change
2026
2025
Amount
%
(Unaudited)
(Unaudited)
Interest income
$
415,837
$
480,318
$
(64,481)
(13.4)
%
Interest expenses:
Loan Interest expense
(12,533)
(13,406)
(873)
(6.5)
%
Credit Card Interest
(493)
(462)
31
6.7
%
Premium Finance Interest
(1,473)
(3,004)
(1,531)
(51.0)
%
Total Interest expenses
(14,499)
(16,872)
(2,373)
(14.1)
%
Other income, net
1,002,778
29,756
973,022
3,270.0
%
Gain (loss) on disposal of ETE
(297,610)
—
(297,610)
(100)
%
Total other income, net
$
1,106,506
$
493,202
$
613,304
124.4
%
Interest income from continuing operations was $415,837 for the six months ended June 30, 2026, compared to $480,318 for the six months ended June 30, 2025, representing a decrease of $64,481 or 13.4%. The decrease was primarily due to a reduction in average outstanding loan balances as certain borrowers repaid a portion of their loans, resulting in lower interest income.
Interest expense incurred from our continuing operations was $14,499 for the six months ended June 30, 2026, which decreased by $2,373, or 14.1%, from $16,872 for the six months ended June 30, 2025, mainly due to lower interest incurred on premium finance arrangements.
Other income, net from continuing operations was $1,002,778 for the six months ended June 30, 2026, compared to $29,756 for the six months ended June 30, 2025, representing an increase of $973,022 or 3,270.0%. The increase was primarily driven by higher foreign exchange gains resulting from currency rate fluctuations.
Income Tax (Benefits)
Our income tax provision for continuing operations was $5,610 for the six months ended June 30, 2026, compared with income tax provision of approximately $18,342 for the same period in 2025.
Net Loss
As a result of the above factors, we had a net loss of $545,220 from our continuing operations for the six months ended June 30, 2026, compared to a net loss of $1,266,437 for the same period in 2025.
Discontinued Operations -Parallel- Import vehicle Business
As disclosed in Note 6 – Discontinued Operations, our Board approved the discontinuation of our parallel-import vehicle business on March 3, 2025. The Company fully exited its parallel-import vehicle business during the year ended December 31, 2024. The Company did not generate any income or incur any expenses from discontinued operations for the six months ended June 30, 2026.
Liquidity and Capital Resources
Historically, our primary uses of cash have been to finance the working capital needs. We believe that we will be able to fund current operations and other commitments for at least the next 12 months from operating cash flow and proceeds from the capital infusion which were held in our cash and cash equivalents.
We may, however, require additional cash resources due to changes in business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could result in additional dilution to stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financial covenants that would restrict operations. Financing may not be available in amounts or on terms acceptable to us, or at all.
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Table of Contents
As of June 30, 2026, we had current assets of $75.7 million, consisting of cash and cash equivalents of $2.1 million, $0.7 million of accounts receivable, $30.0 million in loan receivables, $1.0 million of other receivables, $0.8 million of prepaid expenses and other current assets, and $41.1 million of receivable from withdrawal of investment deposit from continuing operations. Our current liabilities, all of which related to continuing operations, totaled approximately $1.6 million, consisting of $0.7 million of accounts payable, $0.5 million of operating lease liabilities, $0.3 million of other payables, $37,279 of the current portion of long-term borrowings and loan payable from Premium Finance. The Company also had $0.6 million of long-term borrowings payable, and $$44,950 of operating lease liabilities, long-term portion.
The following table summarizes our cash flows for the six months ended June 30, 2026 and 2025, with continuing operations and discontinued operations presented separately:
Six Months ended June 30,
2026
2025
Net cash provided by (used in) operating activities
$
(865,760)
$
1,333,668
Cash used in operations-continuing operations
(865,760)
(1,206,833)
Cash provided by operations-discontinued operations
—
2,540,501
Net cash used in investing activities
(68,610,348)
(2,661,150)
Cash used in investing activities-continuing operations
(68,610,348)
(2,661,150)
Net cash provided by (used in) financing activities
71,386,495
(138,294)
Cash provided by (used in) financing activities-continuing operations
71,386,495
(138,294)
Net (decrease) increase in cash
$
1,910,387
$
(1,465,776)
Operating Activities
Net cash used in operating activities from continuing operations was $0.8 million for the six months ended June 30, 2026. The negative cash flow was primarily due to (i) a net loss of $0.5 million during the six months ended June 30, 2026, and (ii) an increase of $0.6 million in prepaid expenses and other current assets, (iii) a decrease of $0.3 million in other payables and other current liabilities, and (iv) a decrease of $0.3 million in operating lease liabilities, partially offset by (v) a decrease of $0.2 million in other receivables, and (vi) $0.3 million in amortization of operating lease right-of-use assets and intangible assets.
Net cash used in operating activities from continuing operations was $1.2 million for the six months ended June 30, 2025. This was primarily attributable to (i) a net loss of $1.3 million, and (ii) an increase of $0.5 million in other receivables, partially offset by (iii) $0.2 million in amortization of operating lease right-of-use assets and intangible assets, and (iv) a decrease of $0.2 million in prepaid expenses.
Net cash provided by operating activities from discontinued operations was $nil for the six months ended June 30, 2026.
Net cash provided by operating activities from discontinued operations was $2.5 million for the six months ended June 30, 2025, primarily due to the collection of $2.5 million in accounts receivable resulting from vehicle sales.
Investing Activities
Net cash used in investing activities from continuing operations was approximately $68.6 million for the six months ended June 30, 2026, including (i) $41.1 million in deposit on long-term investment, (ii) $26.5 million short-term loans receivable from third parties, (iii) $5.0 million in acquisition of business, and offset by (iii) $4.0 million in proceeds of repayment from these loans.
For the six months ended June 30, 2025, net cash used in investing activities was $2.7 million, including (i) $3.5 million in short-term loans receivable from third parties, and offset by (ii) $0.8 million proceeds of repayment from these loans.
There were no investing activities related to discontinued operations for the six months ended June 30, 2026 and 2025.
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Table of Contents
Financing Activities
Net cash provided by financing activities from continuing operations was $71,386,495 for the six months ended June 30, 2026, which consisted of (i) net proceeds of $40,140,000 from a private placement, (ii) net proceeds of $30,947,851 from issuances of Class A common stock under an at-the-market offering, and (iii) proceeds of $400,000 from the issuance of Class B common stock pursuant to a stock subscription agreement, partially offset by (iv) net repayments of premium financing obligations of $82,650 and (v) net repayments of long-term borrowings of $18,706.
Net cash used in financing activities from continuing operations was $138,294 for the six months ended June 30, 2025, which consisted of (i) net repayment of premium finance of $120,461, and (ii) net repayment of long-term borrowings of $17,833.
There were no financing activities related to discontinued operations for the six months ended June 30, 2026 and 2025.
The 2026 ATM Offering
On March 31, 2026, the Company entered into a Sales Agreement with AC Sunshine Securities LLC, pursuant to which the Company may, from time to time, offer and sell shares of its Class A Common Stock having an aggregate offering price of up to $100,000,000 through an “at-the-market” offering program. The following “Use of Proceeds” information relates to the at-the-market offering program (the “ATM Offering”) established pursuant to the registration statement on Form S-3 (Registration Number 333-281820), which was declared effective by the SEC on September 6, 2024 and a prospectus supplement filed with the SEC on April 2, 2026. Under the ATM Offering, we may offer and sell shares of our Class A Common Stock from time to time, for an aggregate offering price of up to $70,000,000, through AC Sunshine Securities LLC, acting as our sales agent (the “Sales Agent”). We will pay the Sales Agent a commission of 3.0% of the aggregate gross proceeds from each sale of shares under the ATM Offering.
On June 26, 2026, we and the Sales Agent entered into a Mutual Termination Agreement, pursuant to which we mutually agreed to terminate the Sales Agreement dated March 31, 2026, effective as of the close of business on June 26, 2026. The Company had an 1-for-200 reverse stock split that became effective at 8:00 a.m., Eastern Time, on April 20, 2026, and the Company’s Class A common stock began trading on a split-adjusted basis on April 29, 2026. Prior to the effectiveness of such reverse stock split, we sold an aggregate of 355,000,000 shares of Class A common stock pursuant to the Sales Agreement, representing 1,775,000 shares of Class A common stock after giving effect to the reverse stock split. From April 29, 2026 through June 18, 2026, after the Class A common stock began trading on a split-adjusted basis, we sold an additional 1,000,000 shares of Class A common stock pursuant to the Sales Agreement. Accordingly, prior to the termination of the Sales Agreement, we sold an aggregate of 2,775,000 shares of Class A common stock pursuant to the Sales Agreement, after giving effect to the reverse stock split.
We have incurred approximately $3.7 million in expenses in connection with the ATM Offering, including $3.6 million in expenses paid to or for the account of the Sales Agent, commissions and clearing fees, and $0.1 million in other expenses. None of the offering expenses consisted of payments to any directors or officers of the Company or their associates, any persons owning 10% or more of our equity securities, or any of our affiliates. As of the date of this quarterly report, after deducting offering expenses, we received net proceeds of approximately $30.9 million from the ATM Offering, of which approximately $3.5 million was used to acquire Super International. None of such net proceeds were paid, directly or indirectly, to any of our directors or officers or their associates, any person owning 10% or more of our equity securities, or any of our affiliates.
Off-Balance Sheet Arrangements
We do not currently have any off-balance sheet financing arrangements as defined under the rules and regulations of the SEC, or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
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Table of Contents
Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity with GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions, and estimates that affect the amounts reported. Note 2, “Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the Annual Report describe the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements. There have been no material changes to the Company’s critical accounting estimates since the Annual Report.
Item 3. Quantitative and Qualitative Disclosures About Market Risk .
As a smaller reporting company, we are not required to provide this information.