10-K: Marvion Inc. Reports Strong 2025 Growth, Profitability

Marvion Inc. achieved significant revenue growth and returned to profitability in 2025, driven by its logistics and warehousing services in Hong Kong, despite ongoing going concern uncertainties.

Summary

• Marvion Inc. is a Nevada holding company operating through wholly-owned subsidiaries in Hong Kong and the British Virgin Islands, primarily in logistics, warehousing, and financial consulting services.
• The company acquired United Warehouse Management Corp. (UWMC) on September 12, 2024, significantly expanding its logistics and warehousing operations.
• Key subsidiaries include KSK Logistics Limited (last-mile delivery), United Warehouse Management Limited (warehousing and distribution), and Propose Enterprise Limited (business advisory).
• A new revenue stream from solar-generated power sales to China Light and Power (CLP) commenced in mid-2025, generating HKD 150,000 per quarter and expected to continue until December 31, 2033.
• Total revenue for the year ended December 31, 2025, was $3,471,329, a substantial increase from $1,544,108 in 2024.
• The company reported a net income of $345,083 in 2025, a significant turnaround from a net loss of $733,663 in 2024.
• Cash and cash equivalents increased to $762,322 as of December 31, 2025, from $322,426 in 2024.
• A working capital deficit of $4,174,745 was reported as of December 31, 2025, slightly worse than the $4,171,189 deficit in 2024.
• The company's auditor expressed substantial doubt about its ability to continue as a going concern due to the accumulated deficit and working capital deficit.
• Major customers in 2025 included Kwai Bon Transportation Limited (53.47% of revenue), Lei Tat Trading (International) Limited (18.77%), and Pro King International Warehouse Limited (16.08%).
• 14,992,504 common shares were issued to Chan Sze Yu on December 1, 2025, to settle $500,000 of earn-out payable.
• 31,430,316 common shares were issued on March 11, 2025, to settle $565,746 in accrued consultancy fees.
• A private placement on December 16, 2025, raised $200,000 through the sale of 7,462,687 common shares to Mak Pak Fai Ray.
• An agreement was made on December 30, 2025, to issue 15,816,576 common shares to Ng Chun Man (Star Warehouse Engineering Limited) to settle $507,516 in construction payable, with shares issued on January 15, 2026.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive report, reflecting strong operational growth and a return to profitability, but tempered by persistent going concern uncertainties, significant working capital deficit, and reliance on shareholder support.

Positives

• Achieved significant revenue growth, increasing to $3,471,329 in 2025 from $1,544,108 in 2024, a 124.8% increase.
• Returned to profitability with a net income of $345,083 in 2025, a substantial improvement from a net loss of $733,663 in 2024.
• Gross profit more than doubled to $1,530,218 in 2025 from $763,805 in 2024.
• Net cash provided by operating activities was $441,237 in 2025, a positive shift from net cash used of $179,521 in 2024.
• Increased cash balance to $762,322 as of December 31, 2025, from $322,426 in 2024.
• Strategic expansion of warehousing facilities with new capacities becoming operational in September 2024, April 2025, January 2026, and February 2026.
• Secured a new, long-term stable revenue stream from solar power sales to China Light and Power (CLP), generating HKD 150,000 per quarter from mid-2025 until December 31, 2033.
• Formed a partnership with a Hong Kong Exchange-listed company for integrated warehousing and last-mile delivery services.
• Appointed as the exclusive local delivery partner for SF Express in Yuen Long, a high-growth e-commerce district.
• Successfully raised $350,000 from private placements in January 2026, demonstrating continued access to capital.

Negatives

• Reported a working capital deficit of $4,174,745 as of December 31, 2025, indicating short-term liquidity challenges.
• Maintained a significant accumulated deficit of $5,725,890 as of December 31, 2025.
• The auditor expressed "substantial doubt about the Company's ability to continue as a going concern" due to financial conditions.
• Heavy reliance on continued financial support from major shareholders and external borrowings to meet ongoing obligations and fund anticipated operating losses.
• High customer concentration, with the top three customers accounting for 88.32% of total revenues in 2025.
• High vendor concentration, with the top four vendors accounting for 72.18% of direct operating costs in 2025.
• Deferred the launch of a previously planned e-commerce platform due to near-term market volatility and global trade uncertainties.
• Convertible notes due December 31, 2024, were settled by note holders waiving conversion rights and repayment demands, suggesting potential inability to meet debt obligations.
• Hong Kong subsidiaries have not fully complied with social insurance fees and housing fund deposits for employees, which could lead to fines and penalties if PRC laws are applied.

Risks

• Operations are dependent on centralized functions in Hong Kong, making them vulnerable to disruptions, costly repairs, or dramatic changes in freight rates.
• Operational costs may increase significantly if local land values in Hong Kong rise, affecting lease agreements for warehousing facilities.
• Legal liabilities associated with operating a warehouse, including safety and custody of products, may result in losses exceeding insurance coverage or increased premiums.
• Intense competition in the fragmented Hong Kong warehousing and logistics industry from local, regional (SF Express, Cainiao), and international players (Kerry Express) could lead to pricing pressure and reduced margins.
• The company will need additional funding for business expansion and acquisitions, and there is no assurance that capital will be available on acceptable terms, potentially delaying or reducing the scope of operations.
• Raising additional capital through equity or convertible debt securities may cause dilution to existing stockholders' ownership interests.
• Changes in the economic, political, and legal policies of the PRC government could significantly impact business operations, financial condition, and prospects in Hong Kong.
• Substantial uncertainties and restrictions exist with respect to the interpretation and enforcement of PRC laws and regulations, which could affect the company's ability to operate, conduct overseas offerings, or accept foreign investment.
• The Chinese government exerts substantial influence over business activities and may intervene or impose more control over offerings and foreign investment in Hong Kong-based issuers, potentially hindering the ability to offer securities or causing their value to decline.
• Evolving PRC cybersecurity review measures could require future approvals for data processing activities or overseas listings, potentially affecting operations and U.S. listing status.
• The Holding Foreign Companies Accountable Act (HFCAA) poses a risk of delisting from U.S. trading markets if the PCAOB is unable to inspect the company's auditor, although the current auditor is U.S.-based.
• Uncertainties under the PRC Securities Law (Article 177) regarding U.S. securities regulatory agencies' ability to conduct investigations within PRC territory could lead to suspension or delisting of securities.
• Adverse regulatory developments in China may subject the company to additional regulatory review, disclosure requirements, and scrutiny, increasing compliance costs or restricting operations.
• Exposure to liabilities under the Foreign Corrupt Practices Act (FCPA) due to operations in Hong Kong, potentially leading to severe criminal or civil sanctions.
• PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent the use of offshore financing proceeds for Hong Kong subsidiaries.
• The holding company structure creates restrictions on the payment of dividends or other cash payments, as the company depends entirely on its subsidiaries' earnings and cash flow.
• Fluctuations in the exchange rate for the conversion of foreign currencies (e.g., HKD to USD) may adversely affect the amount received by U.S. stockholders upon dividend conversion.
• Dividends payable to foreign investors and gains on the sale of shares by foreign investors may become subject to PRC tax if the company is deemed a PRC resident enterprise.
• The company's global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law if classified as a PRC resident enterprise, significantly increasing its tax burden.
• Uncertainties exist with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies, potentially leading to PRC taxation.
• PRC laws and regulations have established more complex procedures for certain acquisitions of Chinese companies by foreign investors, which could make it more difficult to pursue growth through acquisitions in China.
• Failure to comply with PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans may subject PRC plan participants or the company to fines and sanctions.
• The company may become directly subject to scrutiny, criticism, and negative publicity involving U.S.-listed Chinese companies, potentially harming business operations and reputation.
• Substantially all assets and all officers and directors are located in Hong Kong, making it difficult for U.S. stockholders to enforce judgments obtained in U.S. courts.
• There is not now and may not ever be an active market for the common stock, and restrictions on transferability exist.
• The common stock is subject to the penny stock rules of the SEC, limiting the trading market and potentially reducing investment value.
• Potential substantial dilution of investment due to the conversion rights of certain outstanding preferred stock.
• State securities laws may limit secondary trading, restricting the states in which and conditions under which shares can be sold.
• Anti-takeover effects of certain provisions of Nevada state law could hinder a potential takeover of the company.
• Stockholders will not be able to receive a return on their shares unless they sell them, as no cash dividends are anticipated in the foreseeable future.
• The stock may be subject to substantial price and volume fluctuations due to various factors beyond the company's control.

Future Outlook

Marvion Inc. plans to continue expanding its logistics and warehousing client base, with a primary focus on growing its business-to-business (B2B) logistics market and increasing its presence in the business-to-consumer (B2C) segment in Hong Kong. The company intends to expand its transportation team in 2026 and further develop its online e-commerce platform in partnership with 8M Limited. Additional warehouse facilities are expected to be constructed incrementally across Hong Kong to meet growing customer demand. The business consulting segment (PEL) aims for organic expansion and will explore potential acquisitions or strategic partnerships in 2026 to strengthen MVNC's business development. While the launch of a furniture online e-commerce platform has been deferred due to near-term market volatility, the company retains the infrastructure and strategic planning, viewing long-term growth opportunities in e-commerce as significant. Management believes current cash and liquidity are adequate for the next 12 months, but anticipates requiring approximately $1.5 million over the next 12 months and an additional $1.5 million for the subsequent 12 months to implement its business plan, expecting to finance these needs through loans and investments from existing shareholders, financial institutions, and investors.

Management Comments

• "We are currently pursuing additional financing for our operations."
• "Pursuing business growth of supply chain segment through engaging with more vendors and customers to maximize the sales volume and margin, and continuous improvement in cost control over all segments."
• "Management believes these factors mitigate but do not fully alleviate the substantial doubt about the Company's ability to continue as a going concern."
• "We believe that our current cash and other sources of liquidity discussed below are adequate to support operations for at least the next 12 months."
• "We expect to finance future acquisitions through a combination of these [equity sales, capital leases, debt]."
• "We do not anticipate declaring or paying dividends in the foreseeable future."

Industry Context

StockSavvy.ai notes that Marvion Inc.'s expansion in logistics and warehousing in Hong Kong aligns with the growing demand for such services, particularly driven by e-commerce. The company's focus on specialized logistics for the cable and data equipment industry, and its plans to develop cold storage, indicate a strategy to target niche, higher-value segments within a fragmented and competitive market. The entry into solar power generation for its warehouses also reflects a broader industry trend towards sustainability and diversified revenue streams. The deferral of the e-commerce platform due to market volatility highlights a cautious approach in a dynamic retail landscape, while still acknowledging long-term growth opportunities in online shopping, especially with Hong Kong's projected 84.1% online shopper penetration by 2027.

Comparison to Industry Standards

• The company operates in a fragmented and competitive warehousing and logistics industry in Hong Kong.
• Competitors include larger regional players such as SF Express and Cainiao from China, which are noted as being "better financed and more mature."
• International companies like Kerry Express are also mentioned as competitors, with a note that Kerry Express "did not grow as expected" in the last-mile delivery market, suggesting that scale alone does not guarantee success in this specific segment.
• Marvion Inc. is attempting to create partnerships or cooperations with larger players, such as becoming the exclusive local delivery partner for SF Express in Yuen Long, rather than engaging in direct head-on competition across all services.
• The company differentiates itself by focusing on specialized logistics services for the furnishing and appliance industry, leveraging its CEO's extensive experience and established relationships.

Management Changes

Corporate Governance

Legal Proceedings

• No material pending legal proceedings to which the company or its subsidiaries are a party.
• No such proceedings known to be contemplated by governmental authorities.

Related Party Transactions

• Temporary advances from Chan Sze Yu (CEO and Director) totaling $1,599,217 as of December 31, 2025 (vs. $1,088,838 in 2024). These advances are unsecured, interest-free, and repayable on demand.
• Temporary advances from Young Chi Kin Eric (Major Shareholder) totaling $1,012,225 as of December 31, 2025 (vs. $826,716 in 2024). These advances are unsecured, interest-free, and repayable on demand.
• Delivery service fees of $17,845 were paid in 2025 (vs. $0 in 2024) to KSK Asia (Hong Kong) Limited, a company controlled by Chan Sze Yu, on normal commercial terms and at market price.
• Salaries paid to Chan Sze Yu (CEO and Director) were $12,475 in 2025 (vs. $24,223 in 2024).
• Salaries paid to Fong Hiu Ching (Director of KSK) were $41,980 in 2025 (vs. $24,223 in 2024).
• Salaries paid to Young Chi Kin Eric (Individual Shareholder) were $83,832 in 2025 (vs. $0 in 2024).
• 14,992,504 common shares were issued to Chan Sze Yu on December 1, 2025, to settle $500,000 of earn-out payable.
• Earn-out payments in the aggregate amount of $5.5 million are contingent upon UWMC's net income performance milestones, payable in interest-free promissory notes and shared equally among Chan Sze Yu, Fong Hiu Ching, and Young Chi Kin Eric. As of December 31, 2025, $2.5 million was vested, with $2 million remaining unpaid and recognized as a current liability.

Stakeholder Impact

• **Shareholders**: Face potential dilution from future equity raises and preferred stock conversions. No anticipated dividends in the foreseeable future. Investment is subject to significant risks, including going concern uncertainties and PRC regulatory changes.
• **Employees**: Subject to Mandatory Provident Fund (MPF) contributions in Hong Kong. Potential for fines and penalties if PRC social insurance and housing fund regulations are applied to Hong Kong operations and not fully complied with.
• **Customers**: Benefit from expanded logistics and warehousing services, including specialized cold storage and integrated solutions. May experience impacts from intense market competition leading to pricing pressures.
• **Suppliers/Vendors**: The company exhibits high concentration of direct operating costs with a few major vendors, indicating a reliance on these relationships.
• **Creditors**: The company's ability to meet financial obligations is dependent on continued financial support from major shareholders and external borrowings, as highlighted by the going concern warning.

Next Steps

• Continue growing logistics and warehousing client base, focusing on B2B and increasing B2C presence in Hong Kong.
• Expand the transportation team in 2026 to support growth.
• Further develop its online e-commerce platform in partnership with 8M Limited.
• Continue constructing additional warehouse facilities in different regions of Hong Kong to align capacity with anticipated customer demand.
• PEL intends to engage with relevant industry professionals to explore potential acquisitions or strategic partnerships in 2026.
• Re-enter the e-commerce platform market once conditions stabilize, leveraging retained infrastructure and strategic planning.
• Seek additional financing through loans and investments from existing shareholders, financial institutions, and investors to meet ongoing obligations and fund anticipated operating losses.
• Address the going concern uncertainties by improving profitability and securing continued financial support from stockholders.

Key Dates

Recommendation

While Marvion Inc. demonstrated impressive revenue growth and a return to profitability in 2025, indicating strong operational momentum in its logistics and warehousing segments, the auditor's "going concern" warning and the substantial working capital deficit present significant financial instability. The company's heavy reliance on shareholder support for future funding, coupled with the inherent regulatory and political risks associated with operating in Hong Kong under potential PRC influence, introduce considerable uncertainty. The positive operational performance is a good sign, but the underlying financial structure and external risks warrant a cautious "hold" stance until there is clearer evidence of sustainable profitability and a strengthened balance sheet that addresses the going concern issues.

Keywords

Logistics, Warehousing, Hong Kong, Supply Chain, Financial Consulting, SEC Filing, 10-K, Marvion Inc., MVNC, E-commerce, Solar Power, Last-mile Delivery, Corporate Governance, Risk Management, China Regulation, Going Concern, Capital Raise, Nevada Holding Company