0001104659-26-032699 | 10-K | XBRL Viewer | Cheetah NET Supply Chain Service INC

(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX

$ 731,307

$ (1,956,658)

^[1]

Net Income (Loss)

(3,649,703)

(5,188,852)

^[1]

Consolidated total assets

$ 11,858,464

$ 15,379,454

Segment Reporting, Other Segment Item, Composition, Description

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

Discontinued operations | Parallel-Import Vehicles

Allowance of credit loss of accounts receivables

Revenues

$ 1,631,248

Cost of revenues

1,656,068

Staff cost

77,652

1,589,546

(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX

88,788

Other segment items

175,852

$ (1,956,658)

[1]	Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2024, to conform to the presentation for the year ended December 31, 2025, with no effect on previously reported net income (loss). See NOTE 5 – Discontinued operations.

LOAN RECEIVABLE

12 Months Ended

Dec. 31, 2025

LOAN RECEIVABLE

LOAN RECEIVABLE

NOTE 3 — LOAN RECEIVABLE

The Company had loans to generate interest income with third parties. As of December 31, 2025 and December 31, 2024, a breakdown of loan receivable was as follows:


		December 31,			December 31,
		2025			2024
Hongkong Sanyou Petroleum Co Limited (1)		$	3,846,666		$	5,000,000
Asia Finance Investment Limited (2)			3,583,445			1,088,295
Total loan receivable		$	7,430,111		$	6,088,295

(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. 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. As of the date of this annual report, $1,500,000 principal and $220,992 interest had been fully collected.

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 report, the loan dated October 2, 2024, $1,000,000 principal and $141,667 interest had been fully collected. With respect to the loan dated October 28, 2024, the Company has received partial repayments of $488,675 in principal, with remaining principal of $511,325 and interest of $135,889 to be collected subsequently.

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 November 20, 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. As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $500,000 and interest of $65,389 to be collected subsequently.

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. Upon the loan’s original maturity on March 16, 2025, the Company and the borrower executed a loan extension agreement to renew the loan for an additional one-year term, effective as of March 17, 2026. Under the renewed agreement, the outstanding principal balance of $950,000 continues to accrue interest at a reduced annual rate of 5%, and will mature on March 16, 2027. The accrued and unpaid interest receivable under the original loan agreement was excluded from the renewed principal amount. As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $950,000 and interest of $91,517 to be collected subsequently.

(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. After mutual debt adjustments, the adjusted principal balance of this loan is $558,295. This loan accrues interest at a monthly rate of 1.0%, with a single lump-sum repayment due 12 months from the disbursement date. The agreement includes a mutual debt adjustment provision, where the balance after offsetting mutual debts is applied to reduce interest charges. 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 annual report, $558,295 principal and $84,923 interest had been fully 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. 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 report, $530,000 principal and $72,492 interest had been fully 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. 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 January 29, 2025, the Company extended an additional unsecured short-term loan of $300,000 to Asia Finance Investment Limited under the same terms. As of the date of this report, the loan dated January 7, 2025, $100,000 principal and $11,900 interest had been fully collected. With respect to the loan dated January 29, 2025, $300,000 principal and $33,600 interest had been fully collected.

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. 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 March 19, 2025, the Company extended an additional unsecured short-term loan of $900,000 to Asia Finance Investment Limited under the same terms. 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 March 18, 2026 and March 19, 2026, respectively. Under the renewed agreements, the outstanding principal balances of $825,400 and $900,000, respectively, continue to accrue interest at a reduced annual rate of 5%, and will mature on March 17, 2027 and March 18, 2027, 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 report, the loan dated March 18, 2025, $635,878 principal had been partially collected, with remaining principal of $189,522 and interest of $79,238 to be collected subsequently. With respect to the loan dated March 19, 2025, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $900,000 and interest of $86,100 to be collected subsequently.

On June 13, 2025, the Company entered into a one - year unsecured short - term loan agreement with Asia Finance Investment Limited for a principal amount of $169,750. This loan accrues interest at an annual rate of 8.0%, with a single lump - sum repayment due 12 months from the disbursement date. As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $169,750 and interest of $7,582 to be collected subsequently.

On June 26, 2025, the Company entered into a one - year unsecured short - term loan agreement with Asia Finance Investment Limited for a principal amount of $200,000. This loan accrues interest at an annual rate of 8.0%, with a single lump - sum repayment due 12 months from the disbursement date. As of the date of this report, no principal repayments and accrued interest have been collected on this loan, with remaining principal of $200,000 and interest of $8,356 to be collected subsequently.

During the years ended December 31, 2025 and 2024, the Company evaluated the need for credit loss for loan receivable in accordance with the CECL model. In assessing the CECL, the Company considers both quantitative and qualitative information that is reasonable and supportable, including historical credit loss experience, adjusted for relevant factors impacting collectability and forward-looking information indicative of external market conditions.

During the years ended December 31, 2025 and 2024, the Company recorded interest income of $924,224 and $320,472, respectively.

As of March 20, 2026, the Company was subsequently repaid loan receivables of $4,009,514 and there was no credit loss recorded for the years ended December 31, 2025 and 2024.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2025

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the U.S. (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The accompanying consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All inter-company balances and transactions are eliminated upon consolidation. As a U.S.-based company operating exclusively within the domestic market and transacting solely in United States Dollars (USD), both the Company’s presentation and functional currencies are the USD. This uniformity simplifies the Company’s financial reporting process and ensures clarity in its financial transactions. The Company’s financial statements, therefore, are presented in USD, in compliance with U.S. GAAP requirements, and provide transparent and straightforward financial information to the Company’s stockholders.

Use of estimates

In preparing the consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. These estimates are based on information as of the date of the consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, allowance credit losses of accounts receivables and loan receivable from third parties, the revenue recognition, impairment of long-lived assets, and the realization of deferred tax assets. Actual results could differ from those estimates.

Going Concern Consideration

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

The Company reported a net operating loss of approximately $3.6 million for the year ended December 31, 2025, and net cash used in operating activities of $2,075. As the Company has been transitioning to the logistics and warehousing service business, the Company may continue to incur operating losses and generate negative cash flow. These factors raise doubts about the Company’s ability to continue as a going concern.

For the year ended December 31, 2025, net cash used in operating activities was $2,075, including $2.5 million net cash provided by operating activities from the discontinued operation, partially offset by negative cash flows of $2.5 million from the Company’s logistics and warehousing services.

As of December 31, 2025, the Company had cash and cash equivalents of approximately $0.2 million and a working capital balance of $7.7 million. In addition, the Company had loan receivable from third parties of approximately $7.4 million, which can be sufficient for the Company to support its ongoing business operations and meet the obligations in the future.

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.

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 consolidated financial statements as of December 31, 2025 have been prepared on a going concern basis.

Risks and uncertainties

The Company is undergoing a business transformation of our business model. As a company located in the U.S. and doing business with the PRC, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the U.S. and the PRC, as well as by the general state of the U.S. and the PRC economies. The Company’s results may be adversely affected by changes in the political, regulatory, and social conditions in the U.S. and the PRC.

Risks and uncertainties related to the Company’s business include, but are not limited to, the following:

●

The business shift from parallel-import vehicle sales to logistics and warehousing services may depend on factors from the business environment to operation management and market expansion;

●

The government policies on ocean freight business and tariff policy may reduce the market demand for the freight, logistics, and warehousing business, and thus negatively affect the Company’s business and growth prospects;

●

The Company’s logistic and warehousing business depends highly on the limited customers and third-party transportation and labor providers;

●

Any adverse change in political relations between the PRC and the U.S., including the ongoing trade conflicts between the U.S. and the PRC, may negatively affect its business; and

●

The competition of logistics and warehousing industry dependent on factors such as service quality, speed reliability, and pricing may limit the Company’s expanding non-vehicle logistics warehousing revenue, and its success in these areas will depend on its ability to develop and scale an effective salesforce to market these services to international trading companies in the U.S. and the PRC.

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.

Cash and cash equivalents

Cash and cash equivalents consist of cash in bank and interest-bearing certificates of deposit with an initial term of three months when purchased. As of December 31, 2025 and 2024, all cash and cash equivalents were related to continuing operations.


	December 31,			December 31,
	2025			2024

Cash held in Current Accounts	$	233,217		$	627,924
Certificate of Deposit		—			1,023,038
Total cash and cash equivalents shown in the statements of cash flows	$	233,217		$	1,650,962

Accounts receivable, net

Accounts receivable represent the amounts that the Company has an unconditional right to consideration, which are stated at the original amount less an allowance of credit loss, in accordance with the Current Expected Credit Loss (“CECL”) model under ASC 326. The Company estimates expected credit losses based on a combination of historical loss experience, customer creditworthiness, current economic conditions, and reasonable and supportable forward-looking information. The allowance for credit losses is updated at each reporting period to reflect changes in credit risk. The allowance for credit losses is recorded against accounts receivable balances, with

a corresponding charge to the consolidated statements of operations. Delinquent account balances are written off against the allowance when management determines that collection is remote. If previously written-off receivables are subsequently recovered, the Company records a reversal of the allowance for credit losses.

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.

As of December 31, 2025 and 2024, no allowance for credit losses on accounts receivable from continuing operations was recorded. (See NOTE 5 – Discontinued Operations for further details.)

Loan receivable

The Company’s loan receivable, which consist of loans to third parties, are recognized at the point of loan disbursement, initially measured at fair value, primarily reflecting the disbursed amount and associated transaction costs. Both secured and unsecured lending are encompassed in these receivables, with terms including varying interest rates and maturity dates. Subsequently, these receivables are measured at amortized cost using the effective interest method, which ensures the accurate recognition of interest income over the loan period. The interest rates for these loans may be subject to change based on the terms of loan agreements. Periodic reviews of the loan portfolio are conducted to assess for impairment, utilizing the expected credit loss model. This approach considers historical credit loss experience, current conditions, and reasonable forecasts in estimating potential credit losses. As of the end of the reporting periods, no impairment allowance was recorded for the loan receivables.

Property, plant, and equipment, net

Property, plant, and equipment are stated at cost less accumulated depreciation and impairment charges. Depreciation is calculated primarily based on the straight-line method (after taking into account their respective estimated residual values) over the estimated useful lives of the assets:


Property, plant, and equipment		Estimated useful life
Motor vehicles		10 years
Leasehold improvements		3-6 years

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expenses as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized.

Intangible assets, net

The Company recorded intangible assets with the acquisitions of Edward and TWEW during the year ended December 31, 2024. Intangible assets consist of developed technology, customer relationships, and trade names, which are amortized on a straight-line basis or over their respective useful lives using patterns that reflect the economic benefits the assets are expected to realize. The Company reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

Amortization of intangible assets is computed using the straight-line method over the estimated useful lives as below:


Intangible assets		Estimated useful life
Developed technology		7 years
Customer relationships		10-12 years
Trade names		7 years

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 recognized impairment loss to intangible assets of $162,775 and nil for the years ended December 31, 2025 and 2024, respectively. See NOTE 8—Intangible Asset and Goodwill.

Fair value of financial instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of input used to measure fair value are as follows:

●

Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

●

Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

●

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, loan receivable, loans payable, and other payables and other current liabilities, approximated the fair value of the respective assets and liabilities as of December 31, 2025 and 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 December 31, 2025 and 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.

Leases

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 842, Leases (“Topic 842”). The Company leases office space, which is classified as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with the exception of short-term leases, usually with an initial term of 12 months or less) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The ROU asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All ROU assets are reviewed for impairment annually. There was no impairment for ROU lease assets as of December 31, 2025 and 2024.

Goodwill

The Company records goodwill as the excess of the consideration transferred over the fair value of net assets acquired in business combinations. Goodwill is tested for impairment at the reporting unit level, which is an operating segment, or one level below. The Company has one reporting unit. The Company measures goodwill impairment, if any, as the amount by which the carrying amount of the reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill.

The review of goodwill impairment consists of either using a qualitative approach to determine whether it is more likely than not that the fair value of the assets is less than their respective carrying values or a one-step quantitative impairment test. In performing the qualitative assessment, the Company considers many factors in evaluating whether the carrying value of goodwill may not be recoverable, including declines in the Company’s stock price and market capitalization of the Company and macroeconomic conditions. If, based on the results of the qualitative assessment, it is concluded that it is not more likely than not that the fair value of a reporting

unit exceeds its carrying value, additional quantitative impairment testing is performed. The quantitative test requires that the carrying value of each reporting unit be compared with its estimated fair value. If the carrying value of a reporting unit is greater than its fair value, a goodwill impairment charge will be recorded for the difference (up to the carrying value of goodwill). The Company uses the income approach and/or a market-based approach to determine the reporting units’ fair values, which are based on discounted cash flows. The determination of discounted cash flows of the reporting units and assets and liabilities within the reporting units requires significant estimates and assumptions. Due to the inherent uncertainty involved in making these estimates, actual results could differ from those estimates.

For the years ended December 31, 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

The Company reviews long-lived assets to be held-and-used for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. If an impairment indicator is present, the Company evaluates recoverability by comparing the carrying amount of the asset group to the sum of the undiscounted expected future cash flows over the remaining useful life of a long-lived asset group. If the assets are impaired, an impairment loss is measured as the amount by which the carrying amount of the asset group exceeds the fair value of the asset. 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 years ended December 31, 2025 and 2024, the Company did not record any impairment on tangible assets, ROU assets other than intangible assets and goodwill.

Revenue recognition

ASC 606 establishes principles for reporting information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. ASC 606 requires the use of a new five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. The application of the five-step model to the revenue streams compared to the prior guidance did not result in significant changes in the way the Company records its revenue. Under the new guidance, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the new guidance requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

In 2024, the Company generated revenue from the parallel-import vehicle dealership and logistics and warehousing services. Revenue from the parallel-import vehicle dealership business is generated from the sales of parallel-import vehicles to both domestic and overseas parallel-import vehicle dealers. It purchases automobiles from the U.S. market through its team of professional purchasing agents, and mainly resells them to parallel-import vehicle dealers in the U.S. and the PRC. In accordance with ASC 606, the Company recognizes revenue at the point in time when the performance obligation has been satisfied and control of the vehicles has been transferred to the dealers. For sales to U.S. domestic parallel-import car dealers, revenue is recognized when a vehicle is delivered, and its title has been transferred to the dealers. For overseas sales, the Company sells vehicles under Cost and Freight shipping point terms, and revenue is recognized when a vehicle is loaded on a cargo ship and its title has been transferred to the dealers. The Company accounts for the revenue generated from sales of vehicles on a gross basis as the Company is acting as a principal in these transactions, is subject to inventory risk, has latitude in establishing prices, and is responsible for fulfilling the promise to provide customers the specified goods, which the Company has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits. All of the Company’s contracts have one single performance obligation as the promise is to transfer the individual vehicle to parallel-import vehicle dealers, and there is no separately identifiable other promise in the contracts. The Company’s vehicles are sold with no right of return and the Company does not provide other credits or sales incentives to parallel-import car dealers. Historically, no customer returns have occurred. Therefore, the Company did not provide any sales return allowances for the years ended December 31, 2025 and 2024.

In 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. Revenue for freight forwarding services, both export and import, is recognized when the services are provided. The Company’s role as the principal in these services involves managing the process up to the point where control is transferred based on contractual terms, allowing revenue recognition on a gross basis throughout the transit period. For warehousing services, revenue is primarily derived from storage fees, which are recognized based on the actual number of days the goods are stored in the warehouse while awaiting further transportation. Across all operations, the Company maintains a principal position, controlling the goods and services, bearing inventory and pricing risks, and fulfilling performance obligations directly. Each contract is typically structured with a single performance obligation without allowances for returns or sales incentives. There were no provisions for sales return allowances based on historical experiences of no returns.

Revenue from general labor and logistics services, provided through TWEW, is recognized upon services rendered, based on verified labor hours or project milestones outlined in client agreements, with billing tied to predefined service rates (e.g., per-hour fees or fixed-scope pricing). The Company recognizes revenue on a gross basis as the principal service provider, reflecting its contractual obligation to deliver labor solutions to clients, despite outsourcing workforce operations to third parties. Contracts generally consist of a single performance obligation (supplying labor resources), with revenue measured at the transaction price agreed upon in service agreements. No provisions for returns or sales incentives are included, as historical experience indicates no material rights of return or refunds.

Disaggregation of Revenue

The Company disaggregates its revenue by geographic areas, as the Company believes it best depicts how the nature, amount, timing, and uncertainty of the revenue and cash flows are affected by economic factors.


		For the Years Ended
		December 31,
		2025			2024
U.S. domestic market		$	1,215,085		$	323,313
Overseas market			73,451			132,492
Total revenue		$	1,288,536		$	455,805

Cost of Revenues

Logistics and Warehousing Segment

Cost of logistics and warehousing service revenue mainly includes the cost of freight and fulfillment expenses for freight forwarding services, while cost of labor services comprises payments to third parties for outsourced workforce provisioning, including bundled recruitment, training, and payroll processing. Cost recognition aligns with service delivery progress, validated through subcontractor utilization reports and client acceptance documentation.

General and Administration Expenses

The Company’s general and administrative expenses primarily include employee salaries and benefits, depreciation, office lease expenses, travelling and entertainment expenses, legal and consulting fees, insurance and other miscellaneous administrative expenses. For the years ended December 31, 2025 and 2024, general and administration expenses for the continuing operations were $3,627,426 and $3,641,713, respectively.

Share-based Compensation

The Company has adopted its Amended and Restated 2024 Stock Incentive Plan (the “Plan”), for the purpose of providing incentives and rewards to eligible participants who contribute to the success of the Company’s operations. Shareholders, directors, and employees of the Company receive remuneration in the form of share-based awards including option, restricted stock, restricted stock unit, dividend equivalent, or other awards that are permitted under the Plan, whereby the recipients render services as consideration for such share-based compensation.

The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the cost over the period during which the employee is required to provide service in exchange for the award, which generally is the vesting period. The amount of cost recognized is adjusted to reflect any expected forfeitures prior to vesting. The fair value of stock award is measured at grant date’s per share closing price of the Company’s common stock, and the fair value of option is measured at grant date using the Black-Scholes pricing model, taking into account the terms and conditions upon which the share-based awards are granted. Where the employees have to meet vesting conditions before becoming unconditionally entitled to the share-based awards, the total estimated fair value of the share-based awards is spread over the vesting period, taking into account the probability that the share-based awards will vest, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date.

Income Taxes

The Company accounts for income taxes under the asset and liability method, recognizing deferred tax assets and liabilities based on temporary differences between financial statement and tax bases of assets and liabilities, using enacted tax rates expected to apply when these differences reverse. The impact of tax rate changes is recorded in the period of enactment.

The Company assesses deferred tax assets to determine whether they are realizable. As of December 31, 2025, 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 2026. 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 December 31, 2025 and 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.

The Company monitors tax law changes and has determined that no recent changes materially impact the financial statements.

The Company and its U.S. operating subsidiaries are subject to U.S. federal and state income tax laws. Prior to the corporate conversion in 2022, the Company was organized as a limited liability company (“LLC”) and elected to be treated as a corporation for U.S. federal income tax purposes from the tax year ended December 31, 2020.

As of December 31, 2025, the Company’s consolidated U.S. federal income tax returns for the tax years ended December 31, 2021 through December 31, 2024 remained open to examination by the Internal Revenue Service and applicable state tax authorities.

(Loss) Earnings per share

The Company computes (loss) earnings 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. 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 years ended December 31, 2025 and 2024, there were no dilutive shares outstanding, as presented in the tables below:


		December 31, 2025
		Loss			Share		Per share amount
Basic and diluted EPS
(Loss) from continuing operations per ordinary share		$	(3,649,703)		3,263,456		$	(1.12)
(Loss) from discontinued operations per ordinary share			—		3,263,456			—
(Loss) from operations per ordinary share		$	(3,649,703)				$	(1.12)


		December 31, 2024
		Loss			Share		Per share amount
Basic and diluted EPS
(Loss) from continuing operations per ordinary share		$	(3,232,194)		1,955,214		$	(1.65)
(Loss) from discontinued operations per ordinary share			(1,956,658)		1,955,214			(1.00)
(Loss) from operations per ordinary share		$	(5,188,852)				$	(2.65)

Related parties and transactions

The Company identifies related parties, and accounts for and discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards.

Parties, which can be a corporation or individual, are considered related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Corporations are also considered to be related if they are subject to common control or common significant influence.

Transactions between related parties commonly occurring in the normal course of business are considered to be related party transactions. Transactions between related parties are also considered to be related party transactions even though they may not be given accounting recognition.

Segment reporting

The Company uses the management approach in determining reportable operating segments. The management approach considers the internal reporting used by the Company’s chief operating decision maker for making operating decisions about the allocation of resources of the segment and the assessment of its performance in determining the Company’s reportable operating segments. The Company reported two operating segments: the parallel-import vehicle business and logistics and warehousing services in 2024. Following the discontinuation of the parallel-import vehicles business, during the year ended December 31, 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.

Recent accounting pronouncements

In October 2023, the FASB issued Accounting Standards Update (“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.

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, establishes incremental disaggregation of income tax disclosures pertaining to the effective tax rate reconciliation and income taxes paid. This standard is effective for fiscal years beginning after December 15, 2024, and requires prospective application with the option to apply it retrospectively. The Company adopted ASU 2023-09 beginning January 1, 2025. 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.

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

STOCK BASED COMPENSATION - Share based payment award activity (Details)	12 Months Ended
	Dec. 31, 2025 $ / shares shares
Weighted Average Grant Date Fair Value
Balance, beginning, Weighted Average Grant Date Fair Value Per Share \| $ / shares	$ 3.39
Vested, Weighted Average Grant Date Fair Value Per Share \| $ / shares	1.86
Balance, ending, Weighted Average Grant Date Fair Value Per Share \| $ / shares	$ 2.3
Class A common stock
Number of vested shares
Balance, beginning, Shares	45,938
Vested, Shares	43,750
Balance, ending, Shares	89,688
Class B common stock
Number of vested shares
Balance, beginning, Shares	31,250
Vested, Shares	144,000
Balance, ending, Shares	175,250

DISCONTINUED OPERATIONS - Accounts receivables - Additional information (Details) - USD ($)		9 Months Ended	12 Months Ended
	Mar. 03, 2025	Sep. 30, 2024	Dec. 31, 2025	Dec. 31, 2024
DISCONTINUED OPERATIONS
Accounts receivable, gross				$ 4,100,000
Total loan receivable, net, Current			$ 7,430,111	6,088,295
Accounts receivable, net			6,540	47,976
Parallel-Import Vehicles \| Discontinued operations
DISCONTINUED OPERATIONS
Proceeds from collection for accounts receivables				4,000,000
Credit loss on accounts receivable	$ 1,600,000	$ 1,100,000		1,600,000
Total loan receivable, net, Current				475,366
Additional proceeds from outstanding balance	2,500,000		$ 2,500,000	$ 2,500,000
Accounts receivable, net	$ 0

LEASES - Maturities of lease liabilities (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
LEASES
2026	$ 711,039
2027	503,256
2028	126,976
Total lease payments	1,341,271
Less: imputed interest	(162,258)
Present value of lease liabilities	$ 1,179,013	$ 1,706,852

INCOME TAXES - Components of Income Tax Provision (Details) - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Current:

Federal

$ (128)

State

$ 5,200

5,200

Total current income tax provision

5,200

5,072

Deferred:

Federal

(203,120)

State

(17,774)

Total deferred income tax expenses (benefits)

(220,894)

10,716

Total income tax expenses (benefits)

$ 15,916

$ (215,822)

^[1]

[1]	Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2024, to conform to the presentation for the year ended December 31, 2025, with no effect on previously reported net income (loss). See NOTE 5 – Discontinued operations.

PREMIUM FINANCE (Details)	12 Months Ended
PREMIUM FINANCE (Details)	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)	Aug. 01, 2025 USD ($) installment	Aug. 01, 2024 USD ($) installment
PREMIUM FINANCE
Interest expenses	$ 26,436	$ 29,462
Premium finance	82,650	120,461
Premium Finance Agreement
PREMIUM FINANCE
Amount borrowed			$ 151,421.49	$ 205,774.8
Interest rate percentage			7.10%	8.51%
Number of monthly installments \| installment			9	10
Interest expenses	$ 5,915	$ 5,792

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant, and equipment, net (Details)	Dec. 31, 2025
Motor vehicles
PROPERTY, PLANT, AND EQUIPMENT, NET
Estimated useful life (in years)	10 years
Leasehold improvements \| Minimum
PROPERTY, PLANT, AND EQUIPMENT, NET
Estimated useful life (in years)	3 years
Leasehold improvements \| Maximum
PROPERTY, PLANT, AND EQUIPMENT, NET
Estimated useful life (in years)	6 years

Intangible Asset and Goodwill

12 Months Ended

Dec. 31, 2025

Intangible Asset and Goodwill

Intangible Asset and Goodwill

NOTE 8 — Intangible Asset and Goodwill

1)	Acquisition of Edward

On January 24, 2024, Cheetah Net entered into a Stock Purchase Agreement to acquire 100% of the equity interests in Edward. The transaction closed on February 2, 2024. The gross purchase price was $1.5 million. Consideration paid consisted of $0.3 million of cash and the issuance of 79,521 shares of the Company’s Class A common stock with a fair value of $1.2 million. In accordance with ASC 805, Business Combinations (“ASC 805”), it was determined that the fair value of the stock consideration was $0.9 million at the time of the transaction, reflecting a comprehensive evaluation of the stock’s market conditions and liquidity impacted by lock-up period restrictions.

The purchase price was initially recorded on a preliminary basis as of February 2, 2024. The assets acquired and liabilities assumed were estimated based on management’s estimates, available information, and supportable assumptions that management considered reasonable. During the second quarter of 2024, the Company finalized the purchase price allocation. As a result, adjustments were made, particularly concerning the deferred tax liability related to intangible assets, which led to a corresponding adjustment in the value of goodwill. The final valuation of assets acquired and liabilities assumed was reflected in the financial statements as of December 31, 2024 and shown below.


	As of June, 2024			As of March 31, 2024			Change
	Finalized value			Preliminary value			Amount
Acquired assets acquired and (liabilities):
Cash	$	79,883		$	79,883		$	—
Accounts Receivable		47,354			47,354			—
Other Current Assets		42,685			42,685			—
Right-of-use Lease Asset		645,625			645,625			—
Fixed Assets		60,795			60,795			—
Developed Technology		120,000			120,000			—
Customer Relationships		360,000			360,000			—
Trade Names		36,000			36,000			—
Goodwill		568,532			437,382			131,150
Other Noncurrent Assets		27,000			27,000			—
Accounts Payable		(34,686)			(34,686)			—
Accrued Expenses Payable		(20,933)			(20,933)			—
Deferred Tax Liability		(131,150)			—			(131,150)
Operating Lease Liability, Current		(94,548)			(94,548)			—
Operating Lease Liability, Long Term		(506,557)			(506,557)			—
Total Purchase Consideration	$	1,200,000		$	1,200,000		$	—

The fair value of the accounts receivable, other assets, and liabilities assumed approximates their gross contractual amounts. The fair value of the fixed assets approximates its net carrying value as of the acquisition date. The fair values of intangible assets, including $120,000 of developed technology, $360,000 of customer relationships, and $36,000 of trade names, were determined using assumptions that are representative of those market participants would use in estimating fair value.

2)	Acquisition of TWEW

On November 27, 2024, Cheetah Net entered into a Stock Purchase Agreement to acquire 100% of the equity interests in TWEW. The transaction closed on December 19, 2024. The gross purchase price was $1 million. Consideration paid consisted of $0.2 million of cash and the issuance of 469,484 shares of the Company’s Class A common stock with a fair value of $0.8 million. Following ASC 805, it was determined that the fair value of the stock consideration was $1 million at the time of the transaction, reflecting a comprehensive evaluation of the stock’s market conditions and liquidity impacted by lock-up period restrictions.


Acquired assets acquired and (liabilities):
Cash		$	69,980
Accounts Receivable			43,120
Other Current Assets			1,210
Customer Relationships			600,000
Goodwill			475,861
Deferred Tax Liability			(140,171)
Short term loans payable			(50,000)
Total Purchase Consideration		$	1,000,000

The fair value of the accounts receivable, other current assets, and short-term loans payable assumed approximates their gross contractual amounts. The customer relationship intangibles of $600,000 were valued by discounting estimated after-tax earnings over their remaining useful lives using the multi-period excess earnings method, that are representative of those a market participant would use in estimating fair value. The Company recorded amortization of intangible assets with finite lives are computed using the straight-line method over the estimated useful lives as below:


Intangible Assets		Estimated Useful Lives (month)
Edward-Developed Technology		84
Edward-Customer Relationships		144
Edward-Trade Names		84
TWEW-Customer Relationships		120

During the years ended December 31, 2025 and 2024, the Company incurred accumulated amortization expenses of $107,726 and $52,928, 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 December 31, 2025					As of December 31, 2025
Intangible Assets		Preliminary value			Impairment loss		Finalized Value
Edward-Customer Relationships		$	310,000		$	(135,346)	$	174,654
Edward-Trade Names			27,429			(27,429)		—
Edward-Goodwill			568,532			(568,532)		—

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


2026		94,045
2027		94,045
2028		94,045
2029		94,045
Thereafter		416,391
Total	$	792,571

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

LOAN RECEIVABLE (Tables)

12 Months Ended

Dec. 31, 2025

LOAN RECEIVABLE

Schedule of loan receivable


		December 31,			December 31,
		2025			2024
Hongkong Sanyou Petroleum Co Limited (1)		$	3,846,666		$	5,000,000
Asia Finance Investment Limited (2)			3,583,445			1,088,295
Total loan receivable		$	7,430,111		$	6,088,295

(1)

(2)

ORGANIZATION AND BUSINESS DESCRIPTION - Subsidiaries of the company (Details)

9 Months Ended

12 Months Ended

Mar. 03, 2025

USD ($)

Oct. 24, 2024

Oct. 21, 2024

Oct. 07, 2024

Sep. 30, 2024

$ / shares

Sep. 30, 2024

USD ($)

$ / shares

Dec. 31, 2025

USD ($)

$ / shares

Dec. 31, 2024

USD ($)

item

customer

$ / shares

Dec. 31, 2023

USD ($)

item

Dec. 31, 2022

Jul. 02, 2024

$ / shares

Common stock par value | $ / shares

$ 0.0001

Share, at a ratio ranging

0.0625

Fraction shares issued due to reverse stock split (in shares) | shares

Discontinued operations | Parallel-import vehicles

$ 1,288,536

$ 455,805

^[1]

Parallel-import vehicle sales

30.50%

Net income

87.50%

Number of vehicles sold | item

303

Percentage of drop in revenue

95.70%

Accounts receivable, previously written off, recovery

$ 1,600,000

$ 38,300,000

4,000,000

Additional proceeds from collection of receivables

$ 2,500,000

Accounts receivable | item

Accounts receivables, uncollectible

$ 1,600,000

Uncollectible and recorded | customer

Allowance of credit loss of accounts receivable

$ 1,600,000

$ 1,100,000

$ 1,600,000

Minimum

Share, at a ratio ranging

0.1000

Maximum

Share, at a ratio ranging

0.0333

[1]	Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2024, to conform to the presentation for the year ended December 31, 2025, with no effect on previously reported net income (loss). See NOTE 5 – Discontinued operations.

Intangible Asset and Goodwill (Tables)

12 Months Ended

Dec. 31, 2025

INTANGIBLE ASSET AND GOODWILL

Schedule of amortization of intangible assets using straight-line method


Intangible Assets		Estimated Useful Lives (month)
Edward-Developed Technology		84
Edward-Customer Relationships		144
Edward-Trade Names		84
TWEW-Customer Relationships		120

Schedule of actual performance compared with forecasts


		As of December 31, 2025					As of December 31, 2025
Intangible Assets		Preliminary value			Impairment loss		Finalized Value
Edward-Customer Relationships		$	310,000		$	(135,346)	$	174,654
Edward-Trade Names			27,429			(27,429)		—
Edward-Goodwill			568,532			(568,532)		—

Schedule of future amortization expenses for finite-lived intangible assets


2026		94,045
2027		94,045
2028		94,045
2029		94,045
Thereafter		416,391
Total	$	792,571

Edward Transit Express Group Inc.

INTANGIBLE ASSET AND GOODWILL

Schedule of final valuation of assets acquired and liabilities assumed


	As of June, 2024			As of March 31, 2024			Change
	Finalized value			Preliminary value			Amount
Acquired assets acquired and (liabilities):
Cash	$	79,883		$	79,883		$	—
Accounts Receivable		47,354			47,354			—
Other Current Assets		42,685			42,685			—
Right-of-use Lease Asset		645,625			645,625			—
Fixed Assets		60,795			60,795			—
Developed Technology		120,000			120,000			—
Customer Relationships		360,000			360,000			—
Trade Names		36,000			36,000			—
Goodwill		568,532			437,382			131,150
Other Noncurrent Assets		27,000			27,000			—
Accounts Payable		(34,686)			(34,686)			—
Accrued Expenses Payable		(20,933)			(20,933)			—
Deferred Tax Liability		(131,150)			—			(131,150)
Operating Lease Liability, Current		(94,548)			(94,548)			—
Operating Lease Liability, Long Term		(506,557)			(506,557)			—
Total Purchase Consideration	$	1,200,000		$	1,200,000		$	—

TWEW

INTANGIBLE ASSET AND GOODWILL

Schedule of final valuation of assets acquired and liabilities assumed


Acquired assets acquired and (liabilities):
Cash		$	69,980
Accounts Receivable			43,120
Other Current Assets			1,210
Customer Relationships			600,000
Goodwill			475,861
Deferred Tax Liability			(140,171)
Short term loans payable			(50,000)
Total Purchase Consideration		$	1,000,000

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Tabular disclosure of business combination. Includes, but is not limited to, recognized asset and liability.

+ References + Details

STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2025

Schedule of fair value of the warrants


					Total Common
					Shares Issuable &
					terminated as of
			Exercise		March 31,
Title of Warrant	Date Issued	Expiry Date	Price		2024
Equity-classified warrants

August 2023 – underwriter warrants	8/3/2023	07/31/2026	$	80.00	3,906

LONG-TERM BORROWINGS (Tables)

12 Months Ended

Dec. 31, 2025

Summary of long-term borrowings


		December 31,			December 31,
		2025			2024
Small Business Administration⁽¹⁾		$	456,063		$	468,542
Thread Capital Inc.⁽²⁾			152,492			176,055
Total long-term borrowings		$	608,555		$	644,597

Current portion of long-term borrowings		$	35,902		$	34,577

Non-current portion of long-term borrowings		$	572,653		$	610,020

(1)

On May 24, 2020, the Company entered into a loan agreement with the U.S. Small Business Administration (the “SBA”), an agency of the U.S. Government, to borrow $150,000 for 30 years, with a maturity date of May 23, 2050. Under the terms of the SBA loan, the loan proceeds are used as working capital to alleviate economic injury caused by the COVID-19 pandemic. The loan bears a fixed interest rate of 3.75% per annum. Beginning 12 months from the date of this loan agreement, the Company is required to make a monthly installment payment of $731 within the term of loan, with the last installment to be paid in May 2050. On March 16, 2022, the Company entered into an amended agreement with SBA to borrow an additional $350,000 for 30 years as working capital to alleviate economic injury caused by the COVID-19 pandemic. In the aggregate, the Company’s borrowings amounted to $500,000 with a maturity date of May 23, 2050. The amended loan bears a fixed interest rate of 3.75% per annum. 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.

(2)

On May 15, 2020, the Company entered into a loan agreement with Thread Capital Inc. (“Thread Capital”) to borrow $50,000 as working capital with a maturity date of November 1, 2024. The loan bore a fixed interest rate of 5.50% per annum. This loan agreement was subsequently terminated on May 17, 2021, at which time the Company entered into a new loan agreement with Thread Capital to borrow an additional $171,300 as working capital. In the aggregate, the Company’s borrowings from Thread Capital amounted to $221,300 with a maturity date of May 1, 2031. Interest is payable at a fixed annual interest rate of 0.25% between September 1, 2021 and November 30, 2022. 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.

SBA

Summary of future maturities of the loan

The future maturities of the SBA loan as of December 31, 2025 were as follows:


Fiscal Years		Future repayment
2026		$	11,474
2027			11,942
2028			12,429
2029			12,937
Thereafter			407,281
Total		$	456,063

Thread Capital

Summary of future maturities of the loan

The future maturities of the loan from Thread Capital as of December 31, 2025 were as follows:


Fiscal Years		Future repayment
2026		$	24,881
2027			26,285
2028			27,768
2029			29,334
Thereafter			44,224
Total		$	152,492

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Schedule of premium finance

PREMIUM FINANCE (Tables)

12 Months Ended

Dec. 31, 2025

PREMIUM FINANCE


		December 31,			December 31,
		2025			2024

Premium finance		$	82,650		$	120,461

LONG-TERM BORROWINGS - SBA (Details) - SBA - USD ($)	Mar. 16, 2022	May 24, 2020
LONG-TERM BORROWINGS
Face amount of borrowings	$ 350,000	$ 150,000
Term of borrowings	30 years	30 years
Fixed interest rate	3.75%	3.75%
Term from date of the original loan agreement, the company is required to make a new monthly installment payment	24 months	12 months
Monthly installment payment	$ 2,485	$ 731
Maximum
LONG-TERM BORROWINGS
Face amount of borrowings	$ 500,000

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Schedule of information for discontinued operations

OTHER RECEIVABLES

12 Months Ended

Dec. 31, 2025

OTHER RECEIVABLES

OTHER RECEIVABLES

NOTE 4 — OTHER RECEIVABLES

Other receivables consisted of the following:


		December 31, 2025			December 31, 2024
Rent Deposit		$	102,241		$	112,751
Interest Receivable⁽¹⁾			1,039,644			245,655
Others			15,245			12,290
Total Other Receivables		$	1,157,130		$	370,696

(1)	Interest receivable primarily relates to accrued interest from loan agreements disclosed in NOTE 3- Loan Receivable. For further details on the loan arrangements generating these interest receivables, refer to NOTE 3 – Loan Receivable.

As of the date of this annual report, the Company was repaid subsequently interest receivables of $565,574 and there was no credit loss recorded for the years ended December 31, 2025 and 2024.

DISCONTINUED OPERATIONS (Tables)

12 Months Ended

Dec. 31, 2025

DISCONTINUED OPERATIONS


		For the Year Ended December 31,
		2024
Revenue		$	1,631,248

Cost of Revenue			1,656,068

Gross (loss) profit			(24,820)

Operating expenses
Selling, General and administrative expenses			1,843,050
Total operating expenses			1,843,050

(Loss) from discontinued operations			(1,867,870)

Other income (expenses)
Interest expenses			(88,788)
Other (expenses), net			(88,788)

Income (loss) from discontinued operations before income taxes			(1,956,658)

Income tax provision			—

Income (loss) from discontinued operations		$	(1,956,658)


		December 31,
		2024
ASSETS
CURRENT ASSETS:
Accounts receivable, net*		$	2,540,501
Inventory			—
Other receivables**			—
TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS			2,540,501

TOTAL ASSETS OF DISCONTINUED OPERATIONS		$	2,540,501

LIABILITIES
CURRENT LIABILITIES:
Loans payable from letter of credit financing***			—
Loans payable from Line of credit***			—
Accrued expense and other liabilities			52,900
TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS			52,900

TOTAL LIABILITIES OF DISCONTINUED OPERATIONS		$	52,900


		December 31,
		2024
Accounts receivable
Parallel-import Vehicles		$	4,130,047
Less: allowance of credit loss			(1,589,546)
Total accounts receivable, net		$	2,540,501


		December 31,
		2024
Vehicle deposits ⁽¹⁾		$	100,800
Sales tax deposits ⁽²⁾			34,886
Other receivables			—
Less: allowance of credit loss			(135,686)
Total other receivables, net		$	—

(1)

Vehicle deposits were prepaid to suppliers for purchasing vehicles under the parallel-import vehicle business. Following the business discontinuation, certain deposits became unrecoverable due to supplier financial distress and contract terminations. The Company recognized a total expected credit loss of $100,800 on vehicle deposits for the discontinued operations during the year ended December 31, 2024.

(2)

Sales tax receivables related to tax refunds and overpayments associated with vehicle transactions. Due to changes in tax policies and the cessation of vehicle sales, certain tax receivables became unrecoverable. The Company recognized a total credit loss of $34,886 for the discontinued operations during the year ended December 31, 2024.


		For the Year Ended
		December 31,
		2025			2024
Cash flows from operating activities:
Net loss		$	(3,649,703)		$	(5,188,852)
Less: Loss from discontinued operations, net of tax			—			(1,978,603)
Loss from continuing operations			(3,649,703)			(3,210,249)
Cash used in operations-continuing operations			(2,489,676)			(3,455,918)
Cash provided by operations-discontinued operations			2,487,601			3,698,138
Net cash provided by operating activities			(2,075)			242,220

Cash flows from investing activities:
Cash used in investing activities-continuing operations			(1,341,816)			(6,130,932)
Net cash used in investing activities			(1,341,816)			(6,130,932)

Cash flows from financing activities:
Cash provided by financing activities-continuing operations			(73,854)			8,799,952
Cash used in financing activities-discontinued operations			—			(1,693,276)
Net cash used in discontinued financing activities		$	(73,854)		$	7,106,676

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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Schedule of segment reporting information

SEGMENT REPORTING (Tables)

12 Months Ended

Dec. 31, 2025

SEGMENT REPORTING


		For the Years Ended
		December 31,
		2025			2024
Revenues		$	1,288,536		$	455,805
Less:
Cost of revenues			1,121,761			277,293
Staff cost			1,240,571			1,209,633
Impairment loss expenses			731,307			—
Share-based compensation expenses			387,618			277,345
Lease expense			746,816			545,441
Depreciation and amortization expenses			147,254			80,328
Interest expenses			33,198			35,951
Income tax expenses (credit)			15,916			(215,822)
Other segment items*			513,798			1,477,830

Segment net loss			(3,649,703)			(3,232,194)

Consolidated loss		$	(3,649,703)		$	(5,188,852)

Consolidated total assets		$	11,858,464		$	15,379,454

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

Schedule of segment for discontinued operation


		For the Years Ended
		December 31,
		2024
Revenues		$	1,631,248
Less:
Cost of revenues			1,656,068
Staff cost			77,652
Allowance of credit loss of accounts receivables			1,589,546
Interest expenses			88,788
Other segment items*			175,852

Discontinued segment net loss			(1,956,658)

Consolidated loss		$	(5,188,852)

Consolidated total assets		$	15,379,454

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts receivable, net (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounts receivable, allowance for doubtful accounts	$ 0	$ 0
Parallel-import vehicles
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounts receivable, allowance for doubtful accounts		$ 2,540,501

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2025

Schedule of cash and cash equivalents consist of cash in bank and interest-bearing certificates of deposit with an initial term


	December 31,			December 31,
	2025			2024

Cash held in Current Accounts	$	233,217		$	627,924
Certificate of Deposit		—			1,023,038
Total cash and cash equivalents shown in the statements of cash flows	$	233,217		$	1,650,962

Schedule of property, plant, and equipment estimated useful lives of the assets


Property, plant, and equipment		Estimated useful life
Motor vehicles		10 years
Leasehold improvements		3-6 years

Schedule of amortization of intangible assets using straight-line method


Intangible assets		Estimated useful life
Developed technology		7 years
Customer relationships		10-12 years
Trade names		7 years

Summary of the company's total revenue by geographic area


		For the Years Ended
		December 31,
		2025			2024
U.S. domestic market		$	1,215,085		$	323,313
Overseas market			73,451			132,492
Total revenue		$	1,288,536		$	455,805

Schedule of (loss) earnings per share, basic and diluted


		December 31, 2025
		Loss			Share		Per share amount
Basic and diluted EPS
(Loss) from continuing operations per ordinary share		$	(3,649,703)		3,263,456		$	(1.12)
(Loss) from discontinued operations per ordinary share			—		3,263,456			—
(Loss) from operations per ordinary share		$	(3,649,703)				$	(1.12)


		December 31, 2024
		Loss			Share		Per share amount
Basic and diluted EPS
(Loss) from continuing operations per ordinary share		$	(3,232,194)		1,955,214		$	(1.65)
(Loss) from discontinued operations per ordinary share			(1,956,658)		1,955,214			(1.00)
(Loss) from operations per ordinary share		$	(5,188,852)				$	(2.65)

INCOME TAXES - Reconciliations of Statutory Income Tax Rate (Details)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Effective Income Tax Rate Reconciliation, Percent
Federal income tax at the statutory rate	21.00%	21.00%
State statutory tax rate	(0.10%)	6.30%
Permanent items	(4.40%)	(0.10%)
Change in valuation allowance	(12.30%)	(19.90%)
Other	(4.30%)	(1.00%)
Effective tax rate	(0.10%)	6.30%

DISCONTINUED OPERATIONS - Accounts receivables (Details) - Parallel-Import Vehicles - Discontinued operations	Dec. 31, 2024 USD ($)
DISCONTINUED OPERATIONS
Accounts receivable	$ 4,130,047
Less: allowance of credit loss	(1,589,546)
Total accounts receivable, net	$ 2,540,501

PROPERTY, PLANT, AND EQUIPMENT, NET (Details) - USD ($)	12 Months Ended
PROPERTY, PLANT, AND EQUIPMENT, NET (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
PROPERTY, PLANT, AND EQUIPMENT, NET
Subtotal	$ 425,795	$ 425,795
Less accumulated depreciation	(66,927)	(27,400)
Property, plant, and equipment, net	358,868	398,395
Depreciation	39,528	27,400
Impairment	$ 0	0
Motor Vehicles
PROPERTY, PLANT, AND EQUIPMENT, NET
Estimated Useful Life in Years	10 years
Subtotal	$ 365,000	365,000
Leasehold improvements
PROPERTY, PLANT, AND EQUIPMENT, NET
Subtotal	$ 60,795	$ 60,795
Leasehold improvements \| Minimum
PROPERTY, PLANT, AND EQUIPMENT, NET
Estimated Useful Life in Years	3 years
Leasehold improvements \| Maximum
PROPERTY, PLANT, AND EQUIPMENT, NET
Estimated Useful Life in Years	6 years

Award Timing Disclosure	12 Months Ended
Award Timing Disclosure	Dec. 31, 2025
Award Timing Disclosures [Line Items]
Award Timing MNPI Disclosure	We do not have any formal policies regarding the timing of awards of options in relation to the disclosure of material nonpublic information. During the year ended December 31, 2025, none of our named executive officers were awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information and ending one business day after the filing or furnishing of such reports. If we grant additional options in the future, it is anticipated that the board of directors and Compensation Committee will take material nonpublic information into account when determining the timing and terms of such an award, with the goal being to not grant such awards close in time to the release of any material nonpublic information. We have never timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing Method	We do not have any formal policies regarding the timing of awards of options in relation to the disclosure of material nonpublic information. During the year ended December 31, 2025, none of our named executive officers were awarded options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information and ending one business day after the filing or furnishing of such reports.
Award Timing Predetermined	true
Award Timing MNPI Considered	true
Award Timing, How MNPI Considered	If we grant additional options in the future, it is anticipated that the board of directors and Compensation Committee will take material nonpublic information into account when determining the timing and terms of such an award, with the goal being to not grant such awards close in time to the release of any material nonpublic information.
MNPI Disclosure Timed for Compensation Value	false

STOCKHOLDERS' EQUITY (Details)									12 Months Ended
STOCKHOLDERS' EQUITY (Details)	Jul. 26, 2024 USD ($)	Jul. 25, 2024 USD ($) $ / shares shares	Jul. 02, 2024 $ / shares shares	May 14, 2024 USD ($) $ / shares shares	Feb. 02, 2024 USD ($) shares	Jan. 24, 2024 USD ($)	Aug. 03, 2023 USD ($) $ / shares shares	Jun. 27, 2022 USD ($) $ / shares shares	Dec. 31, 2025 USD ($) $ / shares shares	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2024 $ / shares	Mar. 13, 2024 USD ($)
STOCKHOLDERS' EQUITY
Common stock authorized \| shares			1,000,000,000						1,000,000,000	1,000,000,000
Common stock par value \| $ / shares			$ 0.0001						$ 0.0001	$ 0.0001			$ 0.0001
Issuance of preferred stock \| shares			500,000
Edward Transit Express Group Inc.
STOCKHOLDERS' EQUITY
Percentage of agreed ownership interest to acquire						100.00%
Purchase price						$ 300,000
Juguang Zhang \| Edward Transit Express Group Inc.
STOCKHOLDERS' EQUITY
Percentage of agreed ownership interest to acquire						100.00%
Purchase price					$ 300,000
Number of shares issued on acquisition \| shares					79,521
May offering
STOCKHOLDERS' EQUITY
Gross proceeds from issuance of common stock										$ 7,309,120
Aggregate gross proceeds from public offering										$ 7,309,120
Investor
STOCKHOLDERS' EQUITY
Shares issued during period shares other \| shares								104,125
Purchase price \| $ / shares								$ 28.8
Gross proceeds from issuance of common stock								$ 3,000,000
Offering expenses								300,000
Net proceeds from issuance of common stock								$ 2,700,000			$ 1,200,000	$ 1,200,000
Total proceeds from issuance of common stock									$ 2,400,000
Period for outstanding amount to be paid following the Company's IPO								6 months
Rapid
STOCKHOLDERS' EQUITY
Outstanding amount to be paid								$ 600,000						$ 600,000
Class A common stock
STOCKHOLDERS' EQUITY
Common stock authorized \| shares			891,750,000						891,750,000	891,750,000
Common stock par value \| $ / shares		$ 0.0001							$ 0.0001	$ 0.0001
Voting rights			one vote
Shares issued during period shares \| shares		404,979
Purchase price issued \| $ / shares		$ 3.68
Net proceeds to the company	$ 1,100,000
Class A common stock \| Institutional Investors
STOCKHOLDERS' EQUITY
Percentage of fee		7.25%
Underwriting discounts and the offering expenses		$ 90,000
Class A common stock \| Edward Transit Express Group Inc.
STOCKHOLDERS' EQUITY
Fair value of stock consideration						$ 900,000
Class A common stock \| Juguang Zhang \| Edward Transit Express Group Inc.
STOCKHOLDERS' EQUITY
Value of shares issued on acquisition					$ 1,200,000
Fair value of stock consideration						$ 900,000
Class A common stock \| IPO
STOCKHOLDERS' EQUITY
Shares issued during period shares \| shares							78,125
Share price \| $ / shares							$ 64
Aggregate gross proceeds from public offering							$ 5,000,000
Warrants to purchase shares of common stock \| shares							3,906
Exercise price of warrants \| $ / shares							$ 80
Class A common stock \| May offering
STOCKHOLDERS' EQUITY
Purchase price \| $ / shares				$ 9.92
Gross proceeds from issuance of common stock				$ 8,190,000
Shares issued during period shares \| shares				825,625
Class B common stock
STOCKHOLDERS' EQUITY
Common stock authorized \| shares			108,250,000						108,250,000	108,250,000
Common stock par value \| $ / shares									$ 0.0001	$ 0.0001
Voting rights			15 votes
Conversion ratio to class A common stock			0.01

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2025

INCOME TAXES

Schedule of (Loss) before Income tax expense (benefit)


		For the Years Ended
		December 31,
		2025			2024
(Loss) from continuing operations before income taxes		$	(3,633,787)		$	(3,448,016)

Schedule of components of income tax provision


		For the Years Ended
		December 31,
		2025		2024
Current:
Federal		$	—	$	(128)
State			5,200		5,200
Total current income tax provision			5,200		5,072
Deferred:
Federal			—		(203,120)
State			—		(17,774)
Total deferred income tax expenses (benefits)			—		(220,894)
Adjustments related to prior year income taxes			10,716		—
Total income tax expenses (benefits)		$	15,916	$	(215,822)

Schedule of reconciliations of statutory income tax rate to effective income tax rate


		For the Years Ended
		December 31,
		2025		2024
Federal income tax at the statutory rate		21.0	%	21.0	%
State statutory tax rate		(0.1)	%	6.3	%
Permanent items		(4.4)	%	(0.1)	%
Change in valuation allowance		(12.3)	%	(19.9)	%
Other		(4.3)	%	(1.0)	%
Effective tax rate		(0.1)	%	6.3	%

Schedule of components of deferred tax assets


		December 31,			December 31,
		2025			2024
Deferred tax assets:
Net operating loss carry forwards		$	1,552,937		$	1,001,992
Lease liability			329,930			398,757
Others			458,966			436,613
Total deferred tax assets			2,341,833			1,837,362

Deferred tax liabilities:
Intangible assets			(221,790)			(249,183)
Fixed assets			—			—
Right of use assets			(326,154)			(429,050)
Total deferred tax liabilities			(547,944)			(678,233)

Less valuation allowance			(1,793,889)			(1,159,129)

Total deferred tax assets, net		$	—		$	—

DISCONTINUED OPERATIONS - Other receivables (Details) - Parallel-import vehicles - Discontinued operations	Dec. 31, 2024 USD ($)
DISCONTINUED OPERATIONS
Vehicle deposits	$ 100,800
Sales tax deposits	34,886
Less: allowance of credit loss	(135,686)
Credit loss on vehicle deposits receivables	100,800
Credit loss on sales tax receivables	$ 34,886

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Leases (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Impairment for ROU lease assets	$ 0	$ 0

STOCK BASED COMPENSATION

12 Months Ended

Dec. 31, 2025

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

NOTE 11 — STOCK BASED COMPENSATION

On August 16, 2024, the Company’s board of directors approved the adoption of the Plan. Subsequently, on September 30, 2024, the Company’s stockholders approved the Plan. The Plan provides for the granting of share-based awards, including options, restricted stock, restricted stock units, dividend equivalents, and other awards to directors, employees, and consultants of the Company.

Vested shares

On September 30, 2024, the compensation committee of the Company’s board of directors approved the grant of 45,938 shares of Class A common stock and 31,250 shares of Class B common stock (the “Award”) to Mr. Huan Liu, chief executive officer of the Company. The Award vested immediately upon grant.

On September 30, 2025, the compensation committee of the Company’s board of directors 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.

On September 19, 2025, the compensation committee of the Company’s board of directors 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.


						Weighted
		Class A		Class B		Average Grant
		Common Stock		Common Stock		Date Fair Value
		Shares		Shares		Per Share (US$)
Shares as of December 31, 2024		45,938		31,250		3.39
Vested		43,750		144,000		1.86
Shares as of December 31, 2025		89,688		175,250		2.30

Nonvested shares

On September 30, 2024, the compensation committee of the Company’s board of directors approved the grant of 18,750 and 54,062 shares of Class A common stock to one director and six employees, respectively, vesting ratably on each of the first three anniversaries of the grant date. Subsequently, on November 30, 2024, the compensation committee of the Company’s board of directors approved the grant of 6,250 shares of Class A common stock to one employee. On January 1, 2025, January 17, 2025, and September 23, 2025, a total of 31,250 shares were forfeited. On September 30, 2025, a total of 11,951 shares were vested.

A summary of the nonvested shares for the year ended December 31, 2025 is as follows:


				Weighted
		Number of		Average Grant
		non-vested		Date Fair Value
		Shares		Per Share (US$)
Outstanding as of December 31, 2024		79,062		3.28
Forfeited		(31,250)		3.10
Vested		(11,951)		3.39
Outstanding as of December 31, 2025		35,861		3.39

The fair value of vested and nonvested 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 $387,618 and $277,345 for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, total unrecognized compensation cost relating to nonvested shares was $107,380, which is to be recognized over a weighted average period of two years.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Going Concern Consideration (Details) - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Going Concern Consideration

Net operating loss

$ 3,649,703

$ 5,188,852

^[1]

Operating cash flows

(2,075)

242,220

Cash flows from operations-continuing operations

2,489,676

3,455,918

Cash provided by operating activities-discontinued operations

2,487,601

3,698,138

Cash and cash equivalents

233,217

$ 1,650,962

Working capital

7,700,000

Loan receivable, Current

7,400,000

Logistics and Warehousing

Going Concern Consideration

Cash flows from operations-continuing operations

$ 2,500,000

[1]	Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2024, to conform to the presentation for the year ended December 31, 2025, with no effect on previously reported net income (loss). See NOTE 5 – Discontinued operations.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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OTHER RECEIVABLES (Details) - USD ($)	Mar. 20, 2026	Dec. 31, 2025	Dec. 31, 2024
Other Receivables
Total Other Receivables		$ 1,157,130	$ 370,696
Credit loss		0	0
Parallel-Import Vehicles
Other Receivables
Rent Deposit		102,241	112,751
Interest Receivable		1,039,644	245,655
Others		15,245	12,290
Total Other Receivables		$ 1,157,130	$ 370,696
Subsequent Event
Other Receivables
Repaid interest receivable	$ 565,574

Amount of allowance for credit loss on financing receivable. Excludes allowance for financing receivable covered under loss sharing agreement.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - General and administration expenses (Details) - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

General and administrative expenses of continuing operations

$ 3,627,426

$ 3,641,713

^[1]

[1]	Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2024, to conform to the presentation for the year ended December 31, 2025, with no effect on previously reported net income (loss). See NOTE 5 – Discontinued operations.

LOAN RECEIVABLE (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Accounts, Notes, Loans and Financing Receivable
Total loans receivables	$ 7,430,111	$ 6,088,295
Hongkong Sanyou Petroleum Co Limited
Accounts, Notes, Loans and Financing Receivable
Total loans receivables	3,846,666	5,000,000
Asia Finance Investment Limited
Accounts, Notes, Loans and Financing Receivable
Total loans receivables	$ 3,583,445	$ 1,088,295

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impairment of long-lived assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Impairment	$ 0	$ 0

LONG-TERM BORROWINGS

12 Months Ended

Dec. 31, 2025

LONG-TERM BORROWINGS

NOTE 10 — LONG-TERM BORROWINGS

Long-term borrowings consisted of the following:


		December 31,			December 31,
		2025			2024
Small Business Administration⁽¹⁾		$	456,063		$	468,542
Thread Capital Inc.⁽²⁾			152,492			176,055
Total long-term borrowings		$	608,555		$	644,597

Current portion of long-term borrowings		$	35,902		$	34,577

Non-current portion of long-term borrowings		$	572,653		$	610,020

(1)

The future maturities of the SBA loan as of December 31, 2025 were as follows:


Fiscal Years		Future repayment
2026		$	11,474
2027			11,942
2028			12,429
2029			12,937
Thereafter			407,281
Total		$	456,063

(2)

The future maturities of the loan from Thread Capital as of December 31, 2025 were as follows:


Fiscal Years		Future repayment
2026		$	24,881
2027			26,285
2028			27,768
2029			29,334
Thereafter			44,224
Total		$	152,492

For the above-mentioned long-term borrowings, the Company recorded interest expenses of $26,436 and $29,462 for the years ended December 31, 2025 and 2024, respectively.

INCOME TAXES - Components of Deferred Tax Assets (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Deferred tax assets:
Net operating loss carry forwards	$ 1,552,937	$ 1,001,992
Lease liability	329,930	398,757
Others	458,966	436,613
Total deferred tax assets	2,341,833	1,837,362
Deferred tax liabilities:
Intangible assets	(221,790)	(249,183)
Right of use assets	(326,154)	(429,050)
Total deferred tax liabilities	(547,944)	(678,233)
Less valuation allowance	$ (1,793,889)	$ (1,159,129)

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2025	Dec. 31, 2024	Mar. 19, 2026	Jun. 30, 2025
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2025
Document Transition Report	false
Entity File Number	001-41761
Entity Registrant Name	Cheetah Net Supply Chain Service Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-3509120
Entity Address, Address Line One	8707 Research Drive
Entity Address, City or Town	Irvine
Entity Address State Or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	704
Local Phone Number	956-0399
Title of 12(b) Security	Class A common stock, par value $0.0001per share
Trading Symbol	CTNT
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Document Financial Statement Error Correction [Flag]	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float				$ 3,527,055
Entity Common Stock, Shares Outstanding			36,177,712
Entity Central Index Key	0001951667
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	Tang Qian & Associates PLLC	Assentsure PAC
Auditor Location	Dallas, Texas	Singapore
Auditor Firm ID	7080	6783

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible assets, net (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Intangible Asset
Indefinite-lived intangible assets	$ 162,775	$ 0
Developed Technology
Intangible Asset
Estimated useful life	7 years
Customer relationships \| Minimum
Intangible Asset
Estimated useful life	10 years
Customer relationships \| Maximum
Intangible Asset
Estimated useful life	12 years
Trade names
Intangible Asset
Estimated useful life	7 years

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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CONCENTRATIONS

12 Months Ended

Dec. 31, 2025

CONCENTRATIONS

CONCENTRATIONS

NOTE 13 — CONCENTRATIONS

Political and economic risk

The operations of the Company are in the U.S. and the Company’s primary market is in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the U.S. and the PRC, as well as by the general states of the U.S. and the PRC economy. The Company’s results may be adversely affected by changes in the political, regulatory, and social conditions in the U.S. and the PRC. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations, including its organization and structure disclosed in NOTE 1, such experience may not be indicative of future results.

Recent tariff actions imposed by governments of the U.S. and the PRC present risks to the Company’s logistics and warehousing operations, potentially affecting shipping volumes, warehouse utilization, and customer demand. The Company has been monitoring trade policy developments closely.

Credit risk

As of December 31, 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.

The Company also closely monitors the collectability of its loan receivable, and no allowance for credit losses was recorded as of December 31, 2025 based on management’s assessment under ASC 326.

Concentrations

The Company has undergone a business transformation since the acquisition of Edward, which happened in February 2024 and TWEW in December 2024 (see also NOTE 8 — Intangible Asset and Goodwill). As of the date of this report, the Company’s logistic and warehousing business is still in its early development stage.

The entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.

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LONG-TERM BORROWINGS - Interest expenses (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
LONG-TERM BORROWINGS
Interest expenses	$ 26,436	$ 29,462

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Details)	12 Months Ended
	Dec. 31, 2025 USD ($) item	Dec. 31, 2024 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of reporting units \| item	1
Impairment loss, goodwill \| $	$ 568,532	$ 0
Goodwill, Impairment Loss, Statement of Income or Comprehensive Income [Extensible Enumeration]	Asset Impairment Charges

Amount of impairment loss from asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References + Details

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Pay vs Performance Disclosure

Net Income (Loss)

$ (3,649,703)

$ (5,188,852)

^[1]

[1]	Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2024, to conform to the presentation for the year ended December 31, 2025, with no effect on previously reported net income (loss). See NOTE 5 – Discontinued operations.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

ORGANIZATION AND BUSINESS DESCRIPTION (Details) - USD ($)	Dec. 19, 2024	Nov. 27, 2024	Jan. 24, 2024	Oct. 19, 2022	Apr. 09, 2021	Feb. 27, 2020	Feb. 15, 2019	Jan. 01, 2017	Dec. 31, 2025	Sep. 13, 2024	Jan. 17, 2019	Aug. 31, 2016
Cheetah Net
ORGANIZATION AND BUSINESS DESCRIPTION
% of Ownership									100.00%
Allen-Boy
ORGANIZATION AND BUSINESS DESCRIPTION
Total consideration								$ 100
Pacific
ORGANIZATION AND BUSINESS DESCRIPTION
Total consideration							$ 100
Pacific \| Class A common stock
ORGANIZATION AND BUSINESS DESCRIPTION
Number of shares beneficially owned in the company											1,200,000
Entour
ORGANIZATION AND BUSINESS DESCRIPTION
Total consideration					$ 100
Logistics
ORGANIZATION AND BUSINESS DESCRIPTION
Total consideration				$ 100
Edward
ORGANIZATION AND BUSINESS DESCRIPTION
Total consideration			$ 1,500,000
Purchase price			300,000
Edward \| Class A common stock
ORGANIZATION AND BUSINESS DESCRIPTION
Common stock			1,200,000
Fair value of stock consideration			$ 900,000
TWEW
ORGANIZATION AND BUSINESS DESCRIPTION
Total consideration		$ 1,000,000				$ 1,000,000
Purchase price		$ 200,000				$ 200,000
Percentage of agreed ownership interest to acquire		100.00%
TWEW \| Class A common stock
ORGANIZATION AND BUSINESS DESCRIPTION
Common stock		$ 800,000
Fair value of stock consideration		$ 1,000,000
NexTrade
ORGANIZATION AND BUSINESS DESCRIPTION
Total consideration	$ 1
Percentage of agreed ownership interest to acquire	100.00%
Yingchang Yuan \| Class A common stock
ORGANIZATION AND BUSINESS DESCRIPTION
Number of shares beneficially owned in the company												1,200,000
NexTrade \| Naiside (Shenzhen) International
ORGANIZATION AND BUSINESS DESCRIPTION
% of Ownership										100.00%
Pingzheng Li \| NexTrade
ORGANIZATION AND BUSINESS DESCRIPTION
% of Ownership	100.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash and cash equivalents (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Cash and cash equivalents
Cash held in Current Accounts	$ 233,217	$ 627,924
Certificate of Deposit		1,023,038
Total cash and cash equivalents shown in the statements of cash flows	$ 233,217	$ 1,650,962

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

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INCOME TAXES - Additional Information (Details)	3 Months Ended	12 Months Ended
INCOME TAXES - Additional Information (Details)	Dec. 31, 2025 USD ($) Y	Dec. 31, 2025 USD ($) Y	Dec. 31, 2024 USD ($)	Dec. 31, 2022 USD ($)
INCOME TAXES
Number of years of cumulative pre-tax book losses \| Y	3	3
Uncertain tax positions	$ 0	$ 0	$ 0
Maximum income tax threshold amount				$ 27,000,000
Income tax (benefits)		18,342	$ 2,155
Current income tax expense	$ 5,200
Income taxes paid Prior period		13,142
Edward Transit Express Group Inc.
INCOME TAXES
Business acquisition, Income tax expense		1,101
TWEW
INCOME TAXES
Business acquisition, Income tax expense		$ 9,886

STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2025

STOCKHOLDERS' EQUITY

NOTE 14 — STOCKHOLDERS’ EQUITY

Common Stock

Cheetah Net was established under the laws of the State of North Carolina on August 9, 2016. Under the Company’s amended and restated articles of incorporation dated July 2, 2024, the total authorized number of shares of common stock is 1,000,000,000 with par value of $0.0001, which consists of 891,750,000 shares of Class A common stock and 108,250,000 shares of Class B common stock. The Company also has the authority to issue 500,000 shares of preferred stock as deemed necessary with a par value per share equal to

the par value per share of the Class A common stock. Holders of Class A common stock and Class B common stock have the same rights except for voting and conversion rights. In respect of matters requiring the votes of stockholders, each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to 15 votes. Class B common stock is convertible into Class A common stock at any time after issuance at the option of the holder on a one-to-one basis. Class A common stock is not convertible into shares of any other class. The numbers of authorized and outstanding common stock were retroactively applied as if the transaction occurred at the beginning of the period presented.

On June 27, 2022, the Company entered into a subscription agreement with a group of investors (the “Investors”) whereby the Company agreed to sell, and the Investors agreed to purchase, up to 104,125 shares of Class A common stock at a purchase price of $28.8 per share. These Investors are unrelated parties to the Company. The gross proceeds were approximately $3.0 million, before deducting offering expenses of approximately $0.3 million. The net proceeds were approximately $2.7 million, of which approximately $1.2 million was received in 2022 and $1.2 million in 2023, for a total receipt of approximately $2.4 million. After negotiations between Rapid Proceed Limited (“Rapid”), one of the Investors, and the Company regarding the fund’s release terms, an agreement was reached on November 2, 2023, stipulating that the outstanding $0.6 million would be paid by Rapid within six months following the Company’s initial public offering (“IPO”). On March 13, 2024, considering the impact of market volatility and the long-term benefits of continued cooperation, Rapid requested and the Company agreed to extend the payment due date of the outstanding $0.6 million to September 30, 2024. As of September 30, 2024, the outstanding balance of subscription payments had been collected.

On August 3, 2023, the Company closed its IPO of 78,125 shares of Class A common stock at a public offering price of $64.00 per share, for aggregate gross proceeds of $5.0 million before deducting underwriting discounts and other offering expenses, including the issuance to the underwriter of warrants to purchase 3,906 shares of common stock (the “Warrants”), with an exercise price of $80.00 per share. The Company’s Class A common stock began trading on the Nasdaq Capital Market under the ticker symbol “CTNT” on August 1, 2023.

On January 24, 2024, the Company entered into a stock purchase agreement with Edward and Juguang Zhang, Edward’s sole stockholder (the “Seller”). Pursuant to the Agreement, the Company agreed to acquire 100% of the shares in Edward from the Seller (the “Acquisition”). On February 2, 2024, the Company closed the Acquisition for a total purchase price that included a cash payment of $300,000 and the issuance of 79,521 shares of the Company’s unregistered Class A common stock, initially valued at $1,200,000. Subsequent valuation determined the fair value of these shares to be $0.9 million. Please see NOTE 8 for further details.

On May 14, 2024, the Company entered into a placement agency agreement with AC Sunshine Securities LLC on a best efforts basis, relating to the Company’s public offering (the “May Offering”) of 825,625 shares of Class A common stock for a price of $9.92 per share, less certain placement agent fees. On the same day, the Company entered into a securities purchase agreement with purchasers identified therein. On May 15, 2024, the Company closed the May Offering pursuant to the prospectus included in its registration statement on Form S-1, as amended (File No. 333–276300), which was initially filed with the SEC on December 28, 2023, and declared effective by the SEC on April 26, 2024, and a registration statement on Form S-1 (File No. 333–279388) filed on May 13, 2024, pursuant to Rule 462(b) of the Securities Act of 1933, as amended. The May Offering resulted in gross proceeds to the Company of approximately $8.19 million, before deducting placement agent fees and other offering expenses and fees.

On July 25, 2024, the Company entered into a securities purchase agreement with certain institutional investors for a follow-on offering of 404,979 shares of its Class A common stock, par value $0.0001 per share, at a price of $3.68 per share. On the same day, the Company entered into a placement agency with FT Global Capital, Inc., who acted as the exclusive placement agent on a best efforts basis in connection with such offering. Pursuant to the placement agency agreement, the Company paid FT Global Capital, Inc. a fee of 7.25% of the aggregate purchase price for the shares of Class A common stock sold in the offering, and reimbursed FT Global Capital, Inc. for its expenses up to $90,000 in the aggregate. On July 26, 2024, the Company closed the offering, with net proceeds to the Company of approximately $1.1 million for the Company’s working capital and general corporate purposes.

Reverse Stock Split

At a special stockholders’ meeting held on September 30, 2024, the Company’s stockholders approved the Company’s Fourth Amended and Restated Articles of Incorporation to authorize a reverse stock split. Subsequently, on October 7, 2024, the Company’s board of directors approved the Reverse Stock Split and filed its Fourth Amended and Restated Articles of Incorporation with the State of North Carolina pursuant to North Carolina Revised Statutes 55-8-21 on October 8, 2024. The Reverse Stock Split took effect on October 21, 2024. Starting on October 24, 2024, the Company’s Class A common stock began trading on the Nasdaq Capital Market on a post-split

basis. All share information included in this annual report on Form 10-K has been retrospectively adjusted to reflect the Reverse Stock Split as if it had occurred as of the earliest period presented.

On November 27, 2024, the Company entered into a stock purchase agreement with TWEW and its stockholders (the “TWEW Seller”). Pursuant to the Agreement, the Company agreed to acquire 100% of the shares in TWEW from the TWEW Seller (the “TWEW Acquisition”) for a total purchase price that included a cash payment of $200,000 and the issuance of 469,484 shares of the Company’s unregistered Class A common stock, valued at $800,000. On December 19, 2024, the Company closed the TWEW Acquisition and issued 469,484 shares accordingly.

As of December 31, 2025, there were 2,727,712 shares of Class A common stock and 690,875 shares of Class B common stock issued and outstanding.

Warrants

The Company accounts for stock warrants as either equity instruments or derivative liabilities depending on the specific terms of the warrant agreement. The Warrants are equity-classified as a result of being indexed to the Company’s Class A common stock and meeting certain equity classification criteria, and the instruments will not be remeasured in subsequent periods as long as the instruments continue to meet these accounting criteria. The fair value of the Warrants was recorded to additional paid-in capital within stockholders’ equity.


					Total Common
					Shares Issuable &
					terminated as of
			Exercise		March 31,
Title of Warrant	Date Issued	Expiry Date	Price		2024
Equity-classified warrants

August 2023 – underwriter warrants	8/3/2023	07/31/2026	$	80.00	3,906

Termination of Warrants

On March 4, 2024, the Company and Maxim Group LLC signed an agreement to terminate 3,906 outstanding warrants that had previously been granted to Maxim Group LLC. 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 December 31, 2025 and 2024.

The entire disclosure for equity.

Schedule of components of other receivables

OTHER RECEIVABLES (Tables)

12 Months Ended

Dec. 31, 2025

OTHER RECEIVABLES


		December 31, 2025			December 31, 2024
Rent Deposit		$	102,241		$	112,751
Interest Receivable⁽¹⁾			1,039,644			245,655
Others			15,245			12,290
Total Other Receivables		$	1,157,130		$	370,696

(1)	Interest receivable primarily relates to accrued interest from loan agreements disclosed in NOTE 3- Loan Receivable. For further details on the loan arrangements generating these interest receivables, refer to NOTE 3 – Loan Receivable.

STOCKHOLDERS' EQUITY - Fair Value of Warrants (Details) - USD ($)		12 Months Ended
	Mar. 27, 2024	Dec. 31, 2024	Dec. 31, 2025	Mar. 04, 2024
STOCKHOLDERS' EQUITY
Termination of equity-classified warrant		$ 78,125
Warrant shares remaining		0	0
August 2023 - underwriter warrants
STOCKHOLDERS' EQUITY
Exercise price of warrants			$ 80
Total Common Shares Issuable			3,906
March 2024 - Terminated warrants \| Maxim Group LLC
STOCKHOLDERS' EQUITY
Number of outstanding warrants or rights terminated				3,906
Termination of equity-classified warrant	$ 78,125

PROPERTY, PLANT, AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2025

PROPERTY, PLANT, AND EQUIPMENT, NET

PROPERTY, PLANT, AND EQUIPMENT, NET

NOTE 6 — PROPERTY, PLANT, AND EQUIPMENT, NET

Property, plant, and equipment, net consisted of the following:


		Estimated Useful Life
		in Years		December 31, 2025			December 31, 2024
Motor Vehicles		10		$	365,000		$	365,000
Leasehold improvements*		3-6			60,795			60,795
Subtotal					425,795			425,795
Less accumulated depreciation					(66,927)			(27,400)
Property, plant, and equipment, net				$	358,868		$	398,395

During the years ended December 31, 2025 and 2024, the Company recorded deprecation of $39,528 and $27,400, respectively.

There was no impairment loss during the years ended December 31, 2025 and 2024.

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

DISCONTINUED OPERATIONS - Cash Flows From Discontinued Operations (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Cash flows from operating activities:
Net loss	$ (3,649,703)	$ (5,188,852)
Less: loss from discontinued operations, net of tax		(1,978,603)
Loss from continuing operations	(3,649,703)	(3,210,249)
Cash used in operations-continuing operations	(2,489,676)	(3,455,918)
Cash provided by operations-discontinued operations	2,487,601	3,698,138
Net cash (used in) provided by operating activities	(2,075)	242,220
Cash flows from investing activities:
Cash used in investing activities-continuing operations	(1,341,816)	(6,130,932)
Net cash used in investing activities	(1,341,816)	(6,130,932)
Cash flows from discontinued financing activities
Cash provided by financing activities-continuing operations	(73,854)	8,799,952
Cash used in financing activities-discontinued operations		(1,693,276)
Net cash (used in) provided by financing activities	$ (73,854)	$ 7,106,676

STOCK BASED COMPENSATION (Details)				9 Months Ended	12 Months Ended
STOCK BASED COMPENSATION (Details)	Sep. 30, 2025 shares	Nov. 30, 2024 employee shares	Sep. 30, 2024 director employee shares	Sep. 23, 2025 shares	Dec. 31, 2025 shares	Sep. 19, 2025 shares
STOCK BASED COMPENSATION
Number of directors \| director			1
Number of employees \| employee		1	6
Vesting period			3 years
Class A common stock
STOCK BASED COMPENSATION
Forfeited				31,250	31,250
Vested	11,951				11,951
Class A common stock \| CEO
STOCK BASED COMPENSATION
Number of shares granted			45,938
Class A common stock \| Director
STOCK BASED COMPENSATION
Number of shares granted			18,750
Class A common stock \| Employees
STOCK BASED COMPENSATION
Number of shares granted	43,750	6,250	54,062
Class B common stock \| CEO
STOCK BASED COMPENSATION
Number of shares granted			31,250			144,000

STOCK BASED COMPENSATION - Compensation expenses (Details) - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

^[1]

STOCK BASED COMPENSATION

Total unrecognized compensation cost

$ 387,618

$ 277,345

$ 107,380

Weighted average period

2 years

[1]	Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2024, to conform to the presentation for the year ended December 31, 2025, with no effect on previously reported net income (loss). See NOTE 5 – Discontinued operations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Disaggregation of revenue (Details) - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Disaggregation of revenue

$ 1,288,536

$ 455,805

^[1]

U.S. domestic market

Disaggregation of revenue

1,215,085

323,313

Overseas market

Disaggregation of revenue

$ 73,451

$ 132,492

[1]	Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2024, to conform to the presentation for the year ended December 31, 2025, with no effect on previously reported net income (loss). See NOTE 5 – Discontinued operations.

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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Number of dilutive shares

LEASES - Components of lease expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Lease expenses
Leases expenses	$ 639,416	$ 429,065
Operating lease expenses	639,416	429,065
Short-term lease expenses	107,400	116,375
Total lease expenses	746,816	$ 545,440
Gain on lease termination	$ 7,853

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details)	Dec. 31, 2025 USD ($) Y	Dec. 31, 2024 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of years of cumulative pre-tax book losses \| Y	3
Uncertain tax positions \| $	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Loss) Earnings per share (Details) - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Basic and diluted EPS

(Loss) from continuing operations per ordinary share, basic

$ (3,649,703)

$ (3,232,194)

(Loss) from discontinued operations per ordinary share, basic

(1,956,658)

(Loss) from operations per ordinary share, basic

(3,649,703)

(5,188,852)

(Loss) from continuing operations per ordinary share, diluted

(3,649,703)

(3,232,194)

(Loss) from discontinued operations per ordinary share, diluted

(1,956,658)

(Loss) from operations per ordinary share, diluted

$ (3,649,703)

$ (5,188,852)

Weighted average shares - basic (in shares)

^[1]

3,263,456

1,955,214

Weighted average shares - diluted (in shares)

3,263,456

1,955,214

^[1]

(Loss) from continuing operations per ordinary share - basic (in dollars per share)

^[1]

$ (1.12)

$ (1.65)

(Loss) from discontinued operations per ordinary share - basic (in dollars per share)

^[1]

(1)

(Loss) from operations per ordinary share - basic (in dollars per share)

^[1]

(1.12)

(2.65)

(Loss) from continuing operations per ordinary share - diluted (in dollars per share)

(1.12)

(1.65)

^[1]

(Loss) from discontinued operations per ordinary share - diluted (in dollars per share)

(1.00)

^[1]

(Loss) from operations per ordinary share - diluted (in dollars per share)

$ (1.12)

$ (2.65)

^[1]

[1]	Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2024, to conform to the presentation for the year ended December 31, 2025, with no effect on previously reported net income (loss). See NOTE 5 – Discontinued operations.

CONSOLIDATED BALANCE SHEETS - USD ($)

Dec. 31, 2025

Dec. 31, 2024

CURRENT ASSETS:

Cash and cash equivalents

$ 233,217

$ 1,650,962

Accounts receivable, net

6,540

47,976

Prepaid expenses and other current assets

7,430,111

6,088,295

Other receivables

1,157,130

370,696

238,648

338,642

Current assets of discontinued operations

2,540,501

TOTAL CURRENT ASSETS

9,065,646

11,037,072

NONCURRENT ASSETS:

Property, plant, and equipment, net

358,868

398,395

Operating lease right-of-use assets

1,165,517

1,836,521

Intangibles, net

792,571

1,063,072

Goodwill

475,862

1,044,394

TOTAL NONCURRENT ASSETS

2,792,818

4,342,382

TOTAL ASSETS

11,858,464

15,379,454

CURRENT LIABILITIES:

Accounts payable

32,762

18,992

Current portion of long-term debt

35,902

34,577

Loans payable from premium finance

82,650

120,461

Operating lease liabilities, current

594,407

438,351

Due to a related party

5,204

Accrued liabilities and other current liabilities

594,693

217,980

Current liabilities of discontinued operations

52,900

TOTAL CURRENT LIABILITIES

1,345,618

883,261

NONCURRENT LIABILITIES:

Long-term debt, net of current portion

572,653

610,020

Operating lease liabilities, net of current portion

584,606

1,268,501

TOTAL NONCURRENT LIABILITIES

1,157,259

1,878,521

TOTAL LIABILITIES

2,502,877

2,761,782

COMMITMENTS AND CONTINGENCIES

Additional paid-in capital

17,685,559

17,297,961

(Accumulated deficit) Retained earnings

(8,330,314)

(4,680,611)

TOTAL STOCKHOLDERS' EQUITY

9,355,587

12,617,672

^[1]

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

11,858,464

15,379,454

Class A common stock

Common stock

273

267

Class B common stock

Accounts, Notes, Loans and Financing Receivable

Common stock

$ 69

$ 55

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

LOAN RECEIVABLE - Additional information (Details)

12 Months Ended

Mar. 20, 2026

USD ($)

Mar. 19, 2026

USD ($)

Mar. 18, 2026

USD ($)

Mar. 17, 2026

USD ($)

Nov. 20, 2025

Oct. 28, 2025

USD ($)

Oct. 24, 2025

USD ($)

Oct. 02, 2025

USD ($)

Aug. 21, 2025

USD ($)

Aug. 16, 2025

USD ($)

Jun. 26, 2025

USD ($)

Jun. 20, 2025

USD ($)

Jun. 13, 2025

USD ($)

Mar. 18, 2025

USD ($)

Mar. 17, 2025

USD ($)

Jan. 07, 2025

USD ($)

Nov. 20, 2024

USD ($)

Oct. 24, 2024

USD ($)

Oct. 02, 2024

USD ($)

agreement

Aug. 16, 2024

USD ($)

Jul. 23, 2024

USD ($)

Jun. 20, 2024

USD ($)

Dec. 31, 2025

USD ($)

Dec. 31, 2024

USD ($)

Mar. 19, 2025

USD ($)

Jan. 29, 2025

USD ($)

Oct. 28, 2024

USD ($)

Accounts, Notes, Loans and Financing Receivable

$ 7,430,111

$ 6,088,295

Interest income

924,224

320,472

^[1]

Repaid loan receivable

3,445,150

6,331,428

Credit loss

Subsequent Event

Repaid loan receivable

$ 4,009,514

Hongkong Sanyou Petroleum Co Limited

Accounts, Notes, Loans and Financing Receivable

Asia Finance Investment Limited

3,846,666

5,000,000

Accounts, Notes, Loans and Financing Receivable

Short-term loan receivables

3,583,445

1,088,295

Accounts, Notes, Loans and Financing Receivable

Interest income

$ 924,224

$ 320,472

Short-term loan receivables | Hongkong Sanyou Petroleum Co Limited

Accounts, Notes, Loans and Financing Receivable

Number of loan agreements entered | agreement

1 year

12.00%

Unsecured short term loan issued on june 20, 2024 | Hongkong Sanyou Petroleum Co Limited

12 months

Accounts, Notes, Loans and Financing Receivable

1 year

$ 1,000,000

12.00%

12 months

$ 1,000,000

Additional unsecured short term loan issued on July 23, 2024 | Hongkong Sanyou Petroleum Co Limited

$ 119,666

Accounts, Notes, Loans and Financing Receivable

1 year

$ 1,500,000

8.00%

$ 0

Additional unsecured short term loan issued on July 23, 2024 | Hongkong Sanyou Petroleum Co Limited | Subsequent Event

$ 182,500

Accounts, Notes, Loans and Financing Receivable

1,500,000

Unsecured short term loan issued on october 2, 2024 | Hongkong Sanyou Petroleum Co Limited

220,992

Accounts, Notes, Loans and Financing Receivable

1 year

$ 1,000,000

Unsecured short term loan issued on october 2, 2024 | Hongkong Sanyou Petroleum Co Limited | Subsequent Event

8.00%

Accounts, Notes, Loans and Financing Receivable

1,000,000

Unsecured short term loan issued on october 28, 2024 | Hongkong Sanyou Petroleum Co Limited

141,667

Accounts, Notes, Loans and Financing Receivable

1 year

$ 1,000,000

Unsecured short term loan issued on october 28, 2024 | Hongkong Sanyou Petroleum Co Limited | Subsequent Event

8.00%

Accounts, Notes, Loans and Financing Receivable

488,675

511,325

Unsecured short term loan issued on november 20, 2024 | Hongkong Sanyou Petroleum Co Limited

135,889

Accounts, Notes, Loans and Financing Receivable

1 year

Adjusted principal balance

1 year

$ 500,000

8.00%

12.00%

Unsecured short term loan issued on november 20, 2024 | Hongkong Sanyou Petroleum Co Limited | Subsequent Event

12 months

Accounts, Notes, Loans and Financing Receivable

500,000

Unsecured short term loan issued on march 17, 2025 | Hongkong Sanyou Petroleum Co Limited

65,389

Accounts, Notes, Loans and Financing Receivable

1 year

$ 950,000

12.00%

Unsecured short term loan issued on march 17, 2025 | Hongkong Sanyou Petroleum Co Limited | Subsequent Event

12 months

Accounts, Notes, Loans and Financing Receivable

1 year

$ 950,000

5.00%

950,000

Unsecured short term loan issued on august 16, 2024 | Asia Finance Investment Limited

91,517

Accounts, Notes, Loans and Financing Receivable

1 year

1 year

Adjusted principal balance

$ 649,250

$ 558,295

$ 558,295

1.00%

8.00%

Unsecured short term loan issued on august 16, 2024 | Asia Finance Investment Limited | Subsequent Event

12 months

Overdue interest rate

18.00%

Accounts, Notes, Loans and Financing Receivable

558,295

Unsecured short term loan issued on october 24, 2024 | Asia Finance Investment Limited

84,923

Accounts, Notes, Loans and Financing Receivable

1 year

1 year

$ 530,000

$ 530,000

1.00%

8.00%

Unsecured short term loan issued on october 24, 2024 | Asia Finance Investment Limited | Subsequent Event

12 months

Accounts, Notes, Loans and Financing Receivable

530,000

Unsecured short term loan issued on January 7, 2025 | Asia Finance Investment Limited

72,492

Accounts, Notes, Loans and Financing Receivable

1 year

$ 100,000

1.00%

Unsecured short term loan issued on January 7, 2025 | Asia Finance Investment Limited | Subsequent Event

12 months

Accounts, Notes, Loans and Financing Receivable

100,000

Additional unsecured short term loan issued on january 29, 2025 | Asia Finance Investment Limited

11,900

Accounts, Notes, Loans and Financing Receivable

Additional unsecured short term loan issued on january 29, 2025 | Asia Finance Investment Limited | Subsequent Event

$ 300,000

Accounts, Notes, Loans and Financing Receivable

300,000

Unsecured short term loan issued on march 18, 2025 | Asia Finance Investment Limited

33,600

Accounts, Notes, Loans and Financing Receivable

1 year

$ 825,400

1.00%

Unsecured short term loan issued on march 18, 2025 | Asia Finance Investment Limited | Subsequent Event

12 months

Accounts, Notes, Loans and Financing Receivable

1 year

$ 825,400

5.00%

635,878

189,522

Additional Unsecured Short Term Loan Issued On march 19, 2025 | Asia Finance Investment Limited

79,238

Accounts, Notes, Loans and Financing Receivable

Additional Unsecured Short Term Loan Issued On march 19, 2025 | Asia Finance Investment Limited | Subsequent Event

$ 900,000

Accounts, Notes, Loans and Financing Receivable

1 year

$ 900,000

5.00%

900,000

Unsecured short term loan issued on june 13, 2025 | Asia Finance Investment Limited

86,100

Accounts, Notes, Loans and Financing Receivable

1 year

$ 169,750

8.00%

Unsecured short term loan issued on june 13, 2025 | Asia Finance Investment Limited | Subsequent Event

12 months

Accounts, Notes, Loans and Financing Receivable

169,750

Unsecured short term loan issued on june 26, 2025 | Asia Finance Investment Limited

7,582

Accounts, Notes, Loans and Financing Receivable

1 year

$ 200,000

8.00%

Unsecured short term loan issued on june 26, 2025 | Asia Finance Investment Limited | Subsequent Event

12 months

Accounts, Notes, Loans and Financing Receivable

200,000

CONSOLIDATED STATEMENTS OF OPERATIONS

$ 8,356

[1]	Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2024, to conform to the presentation for the year ended December 31, 2025, with no effect on previously reported net income (loss). See NOTE 5 – Discontinued operations.

LEASES - Weighted average remaining lease term and discount rate (Details)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Remaining lease term and discount rate:
Weighted average remaining lease term (years)	1 year 11 months 19 days	2 years 10 months 13 days
Weighted average discount rate	4.80%	13.90%
Weighted average incremental borrowing rate per annum	4.80%

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

REVENUE

$ 1,288,536

$ 455,805

^[1]

COST OF REVENUE

COST OF REVENUE

1,121,761

277,293

^[1]

GROSS PROFIT

166,775

178,512

^[1]

OPERATING EXPENSES

General and administrative expenses

3,627,426

3,641,713

^[1]

731,307

387,618

277,345

^[1]

TOTAL OPERATING EXPENSES

4,746,351

3,919,058

^[1]

(LOSS) FROM OPERATIONS

(4,579,576)

(3,740,546)

^[1]

OTHER INCOME (EXPENSES)

Interest income

924,224

320,472

^[1]

(LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

(33,198)

(35,951)

^[1]

Other income

90,105

8,009

^[1]

Other expenses

(35,342)

OTHER INCOME, NET

945,789

292,530

^[1]

(3,633,787)

(3,448,016)

^[1]

Income tax (benefits) expense

15,916

(215,822)

^[1]

(LOSS) FROM CONTINUING OPERATIONS

(3,649,703)

(3,232,194)

^[1]

(LOSS) INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX

(1,956,658)

^[1]

NET LOSS

$ (3,649,703)

$ (5,188,852)

^[1]

(Loss) from continuing operations per ordinary share - basic (in dollars per share)

^[1]

$ (1.12)

$ (1.65)

(Loss) from continuing operations per ordinary share - diluted (in dollars per share)

(1.12)

(1.65)

^[1]

(Loss) from discontinued operations per ordinary share - basic (in dollars per share)

^[1]

(1)

(Loss) from discontinued operations per ordinary share - diluted (in dollars per share)

(1.00)

^[1]

(Loss) from operations per ordinary share - basic (in dollars per share)

^[1]

(1.12)

(2.65)

(Loss) from operations per ordinary share - diluted (in dollars per share)

$ (1.12)

$ (2.65)

^[1]

Weighted average shares - basic (in shares)

^[1]

3,263,456

1,955,214

Weighted average shares - diluted (in shares)

3,263,456

1,955,214

^[1]

[1]	Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2024, to conform to the presentation for the year ended December 31, 2025, with no effect on previously reported net income (loss). See NOTE 5 – Discontinued operations.

PREMIUM FINANCE

12 Months Ended

Dec. 31, 2025

PREMIUM FINANCE

PREMIUM FINANCE

NOTE 9 — PREMIUM FINANCE

On August 1, 2024, the Company entered into a premium finance agreement (the “Premium Finance Agreement”) with ETI Financial Corporation to finance the purchase of its directors and officers’ insurance. Pursuant to the Premium Finance Agreement, the Company borrowed $205,774.80 at an annual interest rate of 8.51%. The loan is structured to be repaid in 10 monthly installments, starting with the first payment on September 1, 2024. 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:


		December 31,			December 31,
		2025			2024

Premium finance		$	82,650		$	120,461

Interest expenses incurred related to the Premium Finance Agreement were $5,915 and $5,792 for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the balance of premium finance was $82,650 and $120,461, respectively.

Intangible Asset and Goodwill - Actual performance compared with forecasts (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
INTANGIBLE ASSET AND GOODWILL
Total	$ 792,571
Goodwill gross	568,532
Goodwill impairment loss	(568,532)
Finalized Value	475,862	$ 1,044,394
Customer Relationships
INTANGIBLE ASSET AND GOODWILL
Preliminary value	310,000
Impairment loss	$ (135,346)
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]	Asset Impairment Charges
Total	$ 174,654
Trade Names
INTANGIBLE ASSET AND GOODWILL
Preliminary value	27,429
Impairment loss	$ (27,429)
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration]	Asset Impairment Charges

LONG-TERM BORROWINGS - Future maturities of the loan (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Future maturities of the loan
Total	$ 608,555	$ 644,597
SBA
Future maturities of the loan
2026	11,474
2027	11,942
2028	12,429
2029	12,937
Thereafter	407,281
Total	456,063	468,542
Thread Capital
Future maturities of the loan
2026	24,881
2027	26,285
2028	27,768
2029	29,334
Thereafter	44,224
Total	$ 152,492	$ 176,055

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-4

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(16))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478546/942-210-S99-1

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(16)(a)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (b)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-4

Schedule of vested shares activity

LEASES

12 Months Ended

Dec. 31, 2025

LEASES

LEASES

NOTE 7 — LEASES

The Company leases office spaces from various third parties under non-cancelable operating leases, with terms ranging from 12 to 55 months. The Company considers the renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of ROU assets and lease liabilities. Lease expenses are recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet.

The Company determines whether a contract is or contains a lease at the inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

On July 19, 2024, the Company entered into a non-cancellable operating lease with an independent third party, Zina Development, LLC, for office space in Irvine, California, comprising approximately 15,000 square feet. The lease term commenced on July 23, 2024, and expires on July 31, 2027. The lease is guaranteed by West Buy Media Inc., a North Carolina Corporation 100% owned by the Company’s chief executive officer, Huan Liu, ensuring the Company’s full payment and performance of all obligations under the lease. Monthly base rent payments under this lease range from $42,000 to $45,000, with scheduled increases over the lease term. The office space is designated for general business operations. In accordance with ASC 842, the Company has recognized a ROU asset and a lease liability on its balance sheet related to this operating lease.

On April 28, 2023, the Company entered a First Amendment to Lease Agreement (the “Amended Lease”) with one of its landlords, which amended a previous lease agreement between the two parties, whereby the Company leases office space from the landlord with an initial lease term from December 1, 2020 to December 31, 2023. Pursuant to the Amended Lease, the initial lease term was extended for a period commencing January 1, 2024 and expiring February 28, 2027, unless sooner terminated as provided in the Amended Lease. In January, 2025, the Company sent two letters to the lessor requesting to terminate the Amended Lease, as the Company had vacated the property. Subsequent to the foregoing, the Company reviewed the landlord’s internal tenant management system and confirmed that the Company had been removed as an active tenant from the landlord’s system in December 2025, and all the outstanding invoices from February to December 2025 had also been reversed. As a result, the Company’s prior vacating of the premises, and its repeated requests to terminate the Amended Lease, the Company believes that the Amended Lease has been effectively terminated. During the year ended December 31, 2025, the Company recorded a gain of $7,853 for the termination of lease.

The Company’s subsidiary, Edward, entered into a Second Amendment to Lease Agreement with its landlord on May 22, 2023, which amended a previous lease agreement and the first amendment between the parties, whereby Edward leases a warehouse from the landlord with an initial lease term from June 1, 2013 to July 31, 2018. The lease term was extended to July 31, 2023 by the first amendment. The second amendment further extended the lease to August 31, 2028.

The Company entered into a lease arrangement beginning January 1, 2024. The lease initially ran month-to-month through August 31, 2024 and continued on a month-to-month basis thereafter. Both operating lease expenses and short-term lease expenses are recognized in general and administrative expenses. The components of lease expenses for the years ended December 31, 2025 and 2024 were as follows:


		For the Years Ended
		December 31,
		2025			2024

Leases expenses
Operating lease expenses		$	639,416		$	429,065
Short-term lease expenses			107,400			116,375
Total leases expenses		$	746,816		$	545,440


		December 31, 2025			December 31, 2024
Right-of-use assets		$	1,165,517		$	1,836,521

Operating lease liabilities – current		$	594,407		$	438,351
Operating lease liabilities – non-current			584,606			1,268,501
Total operating lease liabilities		$	1,179,013		$	1,706,852

The weighted average remaining lease terms and discount rates for all operating leases were as follows as of December 31, 2025 and 2024:


		December 31, 2025		December 31, 2024
Remaining lease term and discount rate:
Weighted average remaining lease term (years)		1.97		2.87
Weighted average discount rate *		4.8	%	13.9	%

*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.

During the years ended December 31, 2025 and 2024, the Company incurred total operating lease expenses of $639,416 and $429,065, respectively. The total lease expenses were $746,816 and $545,440 for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, future maturities of lease liabilities were as follows:


Fiscal Years		Amount
2026		$	711,039
2027			503,256
2028			126,976
Total lease payments			1,341,271
Less: imputed interest			(162,258)
Present value of lease liabilities		$	1,179,013

STOCKHOLDERS' EQUITY - Reverse Stock Split (Details) - USD ($)	Dec. 19, 2024	Nov. 27, 2024	Feb. 27, 2020	Dec. 31, 2025	Dec. 31, 2024
STOCKHOLDERS' EQUITY
Common stock, shares issued				3,418,587	3,218,886
Common stock, shares outstanding				3,418,587	3,218,886
Class A common stock
STOCKHOLDERS' EQUITY
Common stock, shares issued				2,727,712	2,672,011
Common stock, shares outstanding				2,727,712	2,672,011
Class B common stock
STOCKHOLDERS' EQUITY
Common stock, shares issued				690,875	546,875
Common stock, shares outstanding				690,875	546,875
TWEW
STOCKHOLDERS' EQUITY
Percentage of agreed ownership interest to acquire		100.00%
Consideration paid		$ 200,000	$ 200,000
TWEW \| Class A common stock
STOCKHOLDERS' EQUITY
Shares issued	469,484	469,484
Common stock		$ 800,000

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2025

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 17 — SUBSEQUENT EVENTS

On January 27, 2026, the Company entered into stock purchase agreements with certain investors for the sale of an aggregate of 33,450,000 shares of Class A common stock for gross proceeds of approximately $40.14 million in a private placement pursuant to Regulation S under the Securities Act of 1933, as amended. The private placement closed on February 12, 2026.

Subsequent to December 31, 2025 and through the date of this report, the Company has received repayments related to its loan receivable balances, including $4,009,514 applied to outstanding loan receivable and $565,574 applied to interest receivable.

The Company considered these subsequent collections in its assessment of expected credit losses as of December 31, 2025, and therefore no allowance for expected credit losses was recorded for the year ended December 31, 2025.

DISCONTINUED OPERATIONS - Asset and liabilities (Details)	Dec. 31, 2024 USD ($)
CURRENT ASSETS:
TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS	$ 2,540,501
CURRENT LIABILITIES:
TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS	52,900
Parallel-Import Vehicles \| Discontinued operations
CURRENT ASSETS:
Accounts receivable, net	2,540,501
TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS	2,540,501
TOTAL ASSETS OF DISCONTINUED OPERATIONS	2,540,501
CURRENT LIABILITIES:
Accrued expense and other liabilities	52,900
TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS	52,900
TOTAL LIABILITIES OF DISCONTINUED OPERATIONS	$ 52,900

STOCK BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2025

STOCK BASED COMPENSATION


						Weighted
		Class A		Class B		Average Grant
		Common Stock		Common Stock		Date Fair Value
		Shares		Shares		Per Share (US$)
Shares as of December 31, 2024		45,938		31,250		3.39
Vested		43,750		144,000		1.86
Shares as of December 31, 2025		89,688		175,250		2.30

Schedule of nonvested shares activity


				Weighted
		Number of		Average Grant
		non-vested		Date Fair Value
		Shares		Per Share (US$)
Outstanding as of December 31, 2024		79,062		3.28
Forfeited		(31,250)		3.10
Vested		(11,951)		3.39
Outstanding as of December 31, 2025		35,861		3.39

LEASES (Tables)

12 Months Ended

Dec. 31, 2025

LEASES

Schedule of components of lease expenses


		For the Years Ended
		December 31,
		2025			2024

Leases expenses
Operating lease expenses		$	639,416		$	429,065
Short-term lease expenses			107,400			116,375
Total leases expenses		$	746,816		$	545,440

Schedule of Right-of-use assets and weighted average remaining lease terms and discount rates for all operating leases


		December 31, 2025			December 31, 2024
Right-of-use assets		$	1,165,517		$	1,836,521

Operating lease liabilities – current		$	594,407		$	438,351
Operating lease liabilities – non-current			584,606			1,268,501
Total operating lease liabilities		$	1,179,013		$	1,706,852


		December 31, 2025		December 31, 2024
Remaining lease term and discount rate:
Weighted average remaining lease term (years)		1.97		2.87
Weighted average discount rate *		4.8	%	13.9	%

*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.

Schedule by years, of future maturities of lease liabilities


Fiscal Years		Amount
2026		$	711,039
2027			503,256
2028			126,976
Total lease payments			1,341,271
Less: imputed interest			(162,258)
Present value of lease liabilities		$	1,179,013

Intangible Asset and Goodwill - Future Amortization Expenses For Finite Lived Intangibles (Details)	Dec. 31, 2025 USD ($)
Future Amortization Expense
2026	$ 94,045
2027	94,045
2028	94,045
2029	94,045
Thereafter	416,391
Total	$ 792,571

DISCONTINUED OPERATIONS - Loss (Details) - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Other income (expenses)

Income (loss) from discontinued operations

$ 0

$ (1,956,658)

^[1]

Parallel-Import Vehicles | Discontinued operations

Loss from discontinued operations

Revenue

1,631,248

Cost of Revenue

1,656,068

Gross (loss) profit

(24,820)

Operating expenses

Selling, General and administrative expenses

1,843,050

Total operating expenses

1,843,050

(Loss) from discontinued operations

(1,867,870)

Other income (expenses)

Income (loss) from discontinued operations before income taxes

88,788

Other (expenses), net

(88,788)

(1,956,658)

Income (loss) from discontinued operations

$ (1,956,658)

[1]	Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2024, to conform to the presentation for the year ended December 31, 2025, with no effect on previously reported net income (loss). See NOTE 5 – Discontinued operations.

LONG-TERM BORROWINGS - Thread Capital (Details) - Thread Capital - USD ($)	Dec. 01, 2022	Nov. 30, 2022	May 18, 2021	May 15, 2020
LONG-TERM BORROWINGS
Face amount of borrowings			$ 171,300	$ 50,000
Fixed interest rate	5.50%	0.25%		5.50%
Monthly installment payment	$ 2,721
Maximum
LONG-TERM BORROWINGS
Face amount of borrowings			$ 221,300

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

DISCONTINUED OPERATIONS

12 Months Ended

Dec. 31, 2025

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS

NOTE 5 — DISCONTINUED OPERATIONS

1) Loss from discontinued operations for the year ended December 31, 2024 was as follows:


		For the Year Ended December 31,
		2024
Revenue		$	1,631,248

Cost of Revenue			1,656,068

Gross (loss) profit			(24,820)

Operating expenses
Selling, General and administrative expenses			1,843,050
Total operating expenses			1,843,050

(Loss) from discontinued operations			(1,867,870)

Other income (expenses)
Interest expenses			(88,788)
Other (expenses), net			(88,788)

Income (loss) from discontinued operations before income taxes			(1,956,658)

Income tax provision			—

Income (loss) from discontinued operations		$	(1,956,658)

On March 3, 2025, the Company’s board of directors 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 all periods presented.

For the year ended December 31, 2024, revenue from discontinued operations was $1.6 million.

Selling, 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 of $88,788 for the year ended December 31, 2024 was related to loan of inventory financing, loan of letter of credit 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 December 31, 2024.

2) Results of Discontinued Operations and Assets and Liabilities of Discontinued Operations

The major components of assets and liabilities related to discontinued operations are summarized below:


		December 31,
		2024
ASSETS
CURRENT ASSETS:
Accounts receivable, net*		$	2,540,501
Inventory			—
Other receivables**			—
TOTAL CURRENT ASSETS OF DISCONTINUED OPERATIONS			2,540,501

TOTAL ASSETS OF DISCONTINUED OPERATIONS		$	2,540,501

LIABILITIES
CURRENT LIABILITIES:
Loans payable from letter of credit financing***			—
Loans payable from Line of credit***			—
Accrued expense and other liabilities			52,900
TOTAL CURRENT LIABILITIES OF DISCONTINUED OPERATIONS			52,900

TOTAL LIABILITIES OF DISCONTINUED OPERATIONS		$	52,900

* Accounts Receivable, net

Accounts receivable consisted of the following:


		December 31,
		2024
Accounts receivable
Parallel-import Vehicles		$	4,130,047
Less: allowance of credit loss			(1,589,546)
Total accounts receivable, net		$	2,540,501

The Company’s parallel-import vehicle business was negatively impacted by deteriorating macroeconomic conditions since the second half of 2022. Several aged accounts receivable were concentrated among four long-term customers, who were in the process of business recovery. These receivables were partially backed by third-party guarantees, providing some assurance of collection. During the year ended December 31, 2024, the Company collected approximately $4.0 million related to accounts receivable generated in prior periods and earlier in the year. As of December 31, 2024, the Company had gross accounts receivable of approximately $4.1 million.

The Company conducted an initial assessment of collectability and recognized a credit loss of $1.1 million for accounts deemed uncollectible during the first three quarters of 2024. During the year-end CECL reassessment, the Company evaluated expected credit losses based on historical loss trends, customer risk factors, and forward-looking economic conditions, and provided an additional credit loss provision of $475,366 in the fourth quarter of 2024, resulting in a total allowance for credit loss of $1.6 million for the year ended December 31, 2024.

Subsequently, the Company collected an additional $2.5 million of the outstanding balance. On March 3, 2025, following the Board’s approved decision on discontinued operations, the Company had zero account receivable balance after the above-mentioned credit loss of $1.6 million and the subsequent collection of additional $2.5 million outstanding balance.

**Other Receivables

Write-down of other receivables for discontinued operations include below:


		December 31,
		2024
Vehicle deposits ⁽¹⁾		$	100,800
Sales tax deposits ⁽²⁾			34,886
Other receivables			—
Less: allowance of credit loss			(135,686)
Total other receivables, net		$	—

(1)

(2)

3)	Cash Flows from discontinued operations


		For the Year Ended
		December 31,
		2025			2024
Cash flows from operating activities:
Net loss		$	(3,649,703)		$	(5,188,852)
Less: Loss from discontinued operations, net of tax			—			(1,978,603)
Loss from continuing operations			(3,649,703)			(3,210,249)
Cash used in operations-continuing operations			(2,489,676)			(3,455,918)
Cash provided by operations-discontinued operations			2,487,601			3,698,138
Net cash provided by operating activities			(2,075)			242,220

Cash flows from investing activities:
Cash used in investing activities-continuing operations			(1,341,816)			(6,130,932)
Net cash used in investing activities			(1,341,816)			(6,130,932)

Cash flows from financing activities:
Cash provided by financing activities-continuing operations			(73,854)			8,799,952
Cash used in financing activities-discontinued operations			—			(1,693,276)
Net cash used in discontinued financing activities		$	(73,854)		$	7,106,676

ORGANIZATION AND BUSINESS DESCRIPTION

12 Months Ended

Dec. 31, 2025

ORGANIZATION AND BUSINESS DESCRIPTION

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION

Cheetah Net Supply Chain Service Inc. (“Cheetah Net” or the “Company”), formerly known as Yuan Qiu Business Group LLC, was established under the laws of the State of North Carolina on August 9, 2016 as a limited liability company (“LLC”). On March 1, 2022, the Company filed articles of incorporation including articles of conversion with the Secretary of State of the State of North Carolina to convert from an LLC to a corporation, and changed its name to Cheetah Net Supply Chain Service Inc. The Company holds 100% of the equity interests in the following entities:

●

(i) Allen-Boy International LLC (“Allen-Boy”), an LLC organized on August 31, 2016 under the laws of the State of Delaware, which was acquired by Cheetah Net from Yingchang Yuan, the previous owner of Allen-Boy who beneficially owns 1,200,000 shares of Class A common stock of Cheetah Net, for a total consideration of $100 on January 1, 2017. Allen-Boy did not have any business activities until acquired by Cheetah Net. Allen-Boy previously engaged in the parallel-import vehicle dealership business, which the Company discontinued in March 2025. As of the date of this annual report, Allen-Boy is not engaged in any business operations.

●

(ii) Pacific Consulting LLC (“Pacific”), an LLC organized on January 17, 2019 under the laws of the State of New York, which was acquired by Cheetah Net from Yingchang Yuan, the previous owner of Pacific who beneficially owns 1,200,000 shares of Class A common stock of Cheetah Net, for a total consideration of $100 on February 15, 2019. Pacific did not have any business activities until acquired by Cheetah Net. Pacific previously engaged in the parallel-import vehicle dealership business, which the Company discontinued in March 2025. The Company dissolved Pacific on June 24, 2025.

●

(iii) Entour Solutions LLC (“Entour”), an LLC organized on April 8, 2021 under the laws of the State of New York, which was acquired by Cheetah Net from Daihan Ding, the previous owner of Entour, for a total consideration of $100 on April 9, 2021. Entour did not have any business activities until acquired by Cheetah Net. Entour previously engaged in the parallel-import vehicle dealership business, which the Company discontinued in March 2025. As of the date of this annual report, Entour is not engaged in any business operations.

●

(iv) Cheetah Net Logistics LLC (“Logistics”), an LLC organized on October 12, 2022 under the laws of the State of New York, whose previous sole member and owner, Hanzhang Li, the previous owner of Logistics, for a total consideration of $100, assigned all his membership interests in Logistics to Cheetah Net on October 19, 2022. Logistics previously engaged in the parallel-import vehicle dealership business, which the Company discontinued in March 2025. The Company dissolved Logistics on June 24, 2025.

●

(v) Edward Transit Express Group Inc. (“Edward”), a corporation incorporated on July 14, 2010 under the laws of the State of California, whose previous sole shareholder and owner, Juguang Zhang, transferred all his right, title, and interest in and to all of the issued and outstanding equity interests of Edward to Cheetah Net for a total consideration of $1,500,000, consisting of a $300,000 cash payment and Cheetah Net’s Class A common stock initially valued at $1.2 million through a stock purchase agreement dated January 24, 2024, as amended. The fair value of stock consideration was determined to be $900,000. (See NOTE 8.) Currently, Edward is engaged in logistics and warehousing services.

●

(vi) TW & EW Services Inc. (“TWEW”), a corporation incorporated on February 27, 2020 under the laws of the State of California, whose previous shareholders and owners transferred all their rights, titles, and interests in and to all of the issued and outstanding equity interests of TWEW to Cheetah Net for a total consideration of $1.0 million, consisting of a $200,000 cash payment and Class A common stock valued at $800,000 through a stock purchase agreement dated November 27, 2024. The TWEW acquisition was closed on December 19, 2024. Currently, TWEW is engaged in logistics and labor services to strengthen the Company’s position in the logistics sector.

●

(vii) NexTrade International LLC (“NexTrade”), a limited liability company organized on September 13, 2024 under the laws of the State of Delaware. NexTrade holds 100% of the ownership interests in Naiside (Shenzhen) International Trading Co., Ltd., a limited liability company organized on December 3, 2024 under the laws of the PRC. On December 19, 2024, the Company entered into a membership interest purchase agreement with Pingzheng Li, the then 100% owner of NexTrade,

pursuant to which the Company purchased the 100% membership interests in NexTrade for the consideration of $1. The transaction closed on the same day. As of the date of this annual report, NexTrade is not engaged in any business operations.

●

(viii) Cheetah Net Supply Chain Service Ltd (“Cheetah BVI”), a corporation incorporated on March 28, 2025 under the laws of the British Virgin Islands. As of the date of this report, Cheetah BVI is not engaged in any business operations.

On September 30, 2024, the Company’s stockholders approved its fourth amended and restated articles of incorporation, which authorizes a reverse stock split of the issued shares of its common stock, par value $0.0001 per share, at a ratio ranging from 1-for-10 to 1-for-30, as determined at the discretion of the Company’s board of directors. On October 7, 2024, the Company’s board of directors approved a reverse stock split of the Company’s common stock at a ratio of 1-for-16. On October 21, 2024, the Company effectuated a reverse stock split of its common stock at a ratio of 1-for-16. Following such reverse split, each 16 shares of the Company’s common stock outstanding were automatically combined into one new share of common stock. No fractional shares were issued in connection with the reverse split; any fractional shares resulting from the reverse split were rounded up to the nearest whole share. The par value per share of the Company’s common stock remained unchanged. The Company’s Class A common stock started trading on a post-split basis on October 24, 2024, at which time the Class A common stock was assigned a new CUSIP number (16307X202). All share information included in this annual report on Form 10-K has been retrospectively adjusted to reflect the Reverse Stock Split as if it had occurred as of the earliest period presented.

Discontinued operations - Parallel-import Vehicles

The Company previously engaged in the business of sourcing and reselling parallel-import vehicles, primarily from the U.S. market to dealers in 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. In the past, this business contributed significantly to the Company’s revenue. Between 2016 and the first half of 2022, the Company experienced growth in sales volume and gross profit due to favorable market conditions. However, beginning in the second half of 2022, the business was negatively affected by the impact of the COVID-19 pandemic and related lockdowns in the PRC, 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 electric vehicles (“EVs”).

These market challenges led to a decline in parallel-import vehicle sales by 30.5% in 2023 and a reduction in net income by 87.5% compared to 2022. The decline accelerated in 2024, with vehicle sales decreasing from 303 units in 2023 to 14 units in 2024, resulting in a 95.7% drop in revenue from $38.3 million in 2023 to $1.6 million in 2024. In addition, the financial strains on the Company’s customers made it increasingly difficult to collect outstanding receivables. While the Company successfully recovered $4.0 million in 2024 and collected additional $2.5 million from the five aged accounts as of the date of the annual report, the remaining $1.6 million from two customers was determined to be uncollectible, as a result, the management recorded as a credit loss of $1.6 million for the year ended December 31, 2024.

As the parallel-import vehicle market conditions continued to deteriorate and sales activity in this segment ceased, management determined that the business no longer had a sustainable path forward. On March 3, 2025, the board of directors formally approved the discontinuation of the parallel-import vehicle business. 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 all periods presented. For additional financial details regarding discontinued operations, refer to NOTE 5-Discontinued Operations.

Logistics and Warehousing Services

The Company’s subsidiary, Edward, operates as a licensed Non-Vessel Operating Common Carrier. It manages freight forwarding, including shipment consolidation and carrier selection, aimed at optimizing shipping operations. Edward also provides warehousing services encompassing fulfillment, storage, and inventory management, crucial for supporting both the Company’s operations and its clients’ logistics needs.

The Company’s subsidiary, TWEW, specializes in general labor support services and logistics coordination, providing workforce solutions and operational efficiency tools tailored to the logistics and labor sectors. TWEW’s expertise in labor management and logistical support enables the Company to streamline operations, expand service offering, and enhance market position. The Company is undergoing a business transformation of its business model. The Company has shifted its business focus from parallel-import vehicle sales to logistics and warehousing services. Management continues to focus on improving operational efficiencies and expanding its market presence of the two acquired businesses. The transformation of the Company’s business model could have a material and adverse effect on the Company’s business, financial condition, and results of operations. The business shift may take longer time than expected to generate ideal profits depending on factors from the business environment and operation management and market expansion.

CONCENTRATIONS (Details)	Dec. 31, 2025 USD ($)
CONCENTRATIONS
Allowance for credit loss on Loan receivable	$ 0

CONSOLIDATED STATEMENTS OF CASH FLOWS	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
Cash flows from operating activities:
Net loss	$ (3,649,703)	$ (5,188,852)
Less: loss from discontinued operations, net of tax		(1,978,603)
Loss from continuing operations	(3,649,703)	(3,210,249)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	39,528	27,400
Amortization of operating lease right-of-use assets	589,369	281,056
Gain on lease termination	(7,853)
Amortization of intangible assets	107,726	52,928
Impairment loss expenses on goodwill and intangible assets	731,307
Share-based compensation expenses	387,618	277,345
Deferred income benefits		(222,206)
Changes in operating assets and liabilities:
Accounts receivable	41,436	42,499
Other receivables, net	(786,436)	(300,493)
Due from/to related party	5,204
Prepaid expenses and other current assets	99,994	(17,488)
Other payables and other current liabilities	390,485	(20,505)
Operating lease liabilities	(438,351)	(366,205)
Cash used in operating activities-continuing operations	(2,489,676)	(3,455,918)
Cash provided by operating activities-discontinued operations	2,487,601	3,698,138
Net cash (used in) provided by operating activities	(2,075)	242,220
Cash flows from investing activities:
Acquisition of business, net of cash acquired		(350,137)
Purchase of property, plant, and equipment		(365,000)
Loans made to third parties	(3,445,150)	(6,331,428)
Loans repayment received from third parties	2,103,334	915,633
Cash used in investing activities-continuing operations	(1,341,816)	(6,130,932)
Net cash used in investing activities	(1,341,816)	(6,130,932)
Cash flows from financing activities:
Cash paid for warrant termination		(78,125)
Proceeds from issuance of common stock under private placement transactions		600,000
Repayments of short-term borrowings		(50,000)
Proceeds from premium finance	196,300	252,718
Repayments of premium finance	(234,111)	(280,878)
Repayments of long-term borrowings	(36,043)	(33,016)
Repayments made to a related party		(13,423)
Cash provided by financing activities-continuing operations	(73,854)	8,799,952
Cash used in financing activities-discontinued operations		(1,693,276)
Net cash (used in) provided by financing activities	(73,854)	7,106,676
Net increase in cash	(1,417,745)	1,217,964
Cash, beginning of year	1,650,962	432,998
Cash, end of year	233,217	1,650,962
Cash of continuing operations	233,217	1,650,962
Supplemental cash flow information
Cash paid for income taxes	2,155	2,000
Cash paid for interests	$ 33,198	62,474
Noncash financing and investing activities:
Fair value of common stock issued for acquisition		1,700,000
May offering
Cash flows from financing activities:
Proceeds from follow-on public offering, net of expenses		7,309,120
July Offering
Cash flows from financing activities:
Proceeds from follow-on public offering, net of expenses		$ 1,093,556

Intangible Asset and Goodwill - Final valuation of assets acquired and liabilities assumed (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2025	Nov. 27, 2024	Jun. 30, 2024	Mar. 31, 2024
Acquired assets acquired and (liabilities):
Goodwill	$ 1,044,394	$ 475,862
Edward Transit Express Group Inc.
Acquired assets acquired and (liabilities):
Cash				$ 79,883	$ 79,883
Accounts Receivable				47,354	47,354
Other Current Assets				42,685	42,685
Right-of-use Lease Asset				645,625	645,625
Fixed Assets				60,795	60,795
Goodwill				568,532	437,382
Goodwill	131,150
Other Noncurrent Assets				27,000	27,000
Accounts Payable				(34,686)	(34,686)
Accrued Expenses Payable				(20,933)	(20,933)
Deferred Tax Liability	$ (131,150)			(131,150)
Operating Lease Liability, Current				(94,548)	(94,548)
Operating Lease Liability, Long Term				(506,557)	(506,557)
Total Purchase Consideration				1,200,000	1,200,000
Edward Transit Express Group Inc. \| Developed Technology
Acquired assets acquired and (liabilities):
Finite lived intangible assets		120,000		120,000	120,000
Edward Transit Express Group Inc. \| Customer Relationships
Acquired assets acquired and (liabilities):
Finite lived intangible assets		360,000		360,000	360,000
Edward Transit Express Group Inc. \| Trade Names
Acquired assets acquired and (liabilities):
Finite lived intangible assets		$ 36,000		$ 36,000	$ 36,000
TWEW
Acquired assets acquired and (liabilities):
Cash			$ 69,980
Accounts Receivable			43,120
Other Current Assets			1,210
Goodwill			475,861
Deferred Tax Liability			(140,171)
Short term loans payable			(50,000)
Total Purchase Consideration			1,000,000
TWEW \| Customer Relationships
Acquired assets acquired and (liabilities):
Finite lived intangible assets			$ 600,000

CONSOLIDATED BALANCE SHEETS (Parenthetical)	Oct. 24, 2024	Oct. 21, 2024	Oct. 07, 2024	Dec. 31, 2025 $ / shares shares	Dec. 31, 2024 $ / shares shares	Sep. 30, 2024 $ / shares	Jul. 25, 2024 $ / shares	Jul. 02, 2024 $ / shares shares
Common stock, par value per share \| $ / shares				$ 0.0001	$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized				1,000,000,000	1,000,000,000			1,000,000,000
Common stock, shares issued				3,418,587	3,218,886
Common stock, shares outstanding				3,418,587	3,218,886
Reverse split ratio	0.0625	0.0625	0.0625
Class A common stock
Common stock, par value per share \| $ / shares				$ 0.0001	$ 0.0001		$ 0.0001
Common stock, shares authorized				891,750,000	891,750,000			891,750,000
Common stock, shares issued				2,727,712	2,672,011
Common stock, shares outstanding				2,727,712	2,672,011
Class B common stock
Common stock, par value per share \| $ / shares				$ 0.0001	$ 0.0001
Common stock, shares authorized				108,250,000	108,250,000			108,250,000
Common stock, shares issued				690,875	546,875
Common stock, shares outstanding				690,875	546,875

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2025

Going Concern Consideration

Basis of presentation

Use of estimates

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

Risks and uncertainties

Risks and uncertainties related to the Company’s business include, but are not limited to, the following:

●

The business shift from parallel-import vehicle sales to logistics and warehousing services may depend on factors from the business environment to operation management and market expansion;

●

The Company’s logistic and warehousing business depends highly on the limited customers and third-party transportation and labor providers;

●

Any adverse change in political relations between the PRC and the U.S., including the ongoing trade conflicts between the U.S. and the PRC, may negatively affect its business; and

●

Cash and cash equivalents


	December 31,			December 31,
	2025			2024

Cash held in Current Accounts	$	233,217		$	627,924
Certificate of Deposit		—			1,023,038
Total cash and cash equivalents shown in the statements of cash flows	$	233,217		$	1,650,962

Accounts receivable, net

As of December 31, 2025 and 2024, no allowance for credit losses on accounts receivable from continuing operations was recorded. (See NOTE 5 – Discontinued Operations for further details.)

Property, plant, and equipment, net


Property, plant, and equipment		Estimated useful life
Motor vehicles		10 years
Leasehold improvements		3-6 years

Intangible assets, net

Amortization of intangible assets is computed using the straight-line method over the estimated useful lives as below:


Intangible assets		Estimated useful life
Developed technology		7 years
Customer relationships		10-12 years
Trade names		7 years

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 recognized impairment loss to intangible assets of $162,775 and nil for the years ended December 31, 2025 and 2024, respectively. See NOTE 8—Intangible Asset and Goodwill.

Fair value of financial instruments

●

Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

●

Level 3 — inputs to the valuation methodology are unobservable.

The Company applied level 3 to obtain the fair value of intangible assets and goodwill. See NOTE 8 — Intangible Asset and Goodwill.

Leases

Goodwill

For the years ended December 31, 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

For the years ended December 31, 2025 and 2024, the Company did not record any impairment on tangible assets, ROU assets other than intangible assets and goodwill.

Revenue recognition

Disaggregation of Revenue


		For the Years Ended
		December 31,
		2025			2024
U.S. domestic market		$	1,215,085		$	323,313
Overseas market			73,451			132,492
Total revenue		$	1,288,536		$	455,805

Cost of Revenues

Logistics and Warehousing Segment

General and Administration Expenses

Share-based Compensation

Income Taxes

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.

The Company monitors tax law changes and has determined that no recent changes materially impact the financial statements.

(Loss) Earnings per share


		December 31, 2025
		Loss			Share		Per share amount
Basic and diluted EPS
(Loss) from continuing operations per ordinary share		$	(3,649,703)		3,263,456		$	(1.12)
(Loss) from discontinued operations per ordinary share			—		3,263,456			—
(Loss) from operations per ordinary share		$	(3,649,703)				$	(1.12)


		December 31, 2024
		Loss			Share		Per share amount
Basic and diluted EPS
(Loss) from continuing operations per ordinary share		$	(3,232,194)		1,955,214		$	(1.65)
(Loss) from discontinued operations per ordinary share			(1,956,658)		1,955,214			(1.00)
(Loss) from operations per ordinary share		$	(5,188,852)				$	(2.65)

Related parties and transactions

The Company identifies related parties, and accounts for and discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards.

Segment reporting

Recent accounting pronouncements

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

INCOME TAXES

12 Months Ended

Dec. 31, 2025

INCOME TAXES

INCOME TAXES

NOTE 12 — INCOME TAXES

The Company and its operating subsidiaries in the United States are subject to federal and various state income taxes. 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, 2025.

(i)(Loss) before Income tax expense (benefit)


		For the Years Ended
		December 31,
		2025			2024
(Loss) from continuing operations before income taxes		$	(3,633,787)		$	(3,448,016)

(ii)

The components of the income tax provision were as follows:


		For the Years Ended
		December 31,
		2025		2024
Current:
Federal		$	—	$	(128)
State			5,200		5,200
Total current income tax provision			5,200		5,072
Deferred:
Federal			—		(203,120)
State			—		(17,774)
Total deferred income tax expenses (benefits)			—		(220,894)
Adjustments related to prior year income taxes			10,716		—
Total income tax expenses (benefits)		$	15,916	$	(215,822)

The consolidated statement of operations reflects income tax expense of approximately $18,342 for the year ended December 31, 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: (i) $2,155 of tax obligations owed by Cheetah for the 2024 tax year, (ii) $1,101 of pre-acquisition tax obligations of Edward, and (iii) $9,886 of pre-acquisition tax obligations of TWEW. These payments do not impact the Company’s estimated annual effective tax rate for 2025.

(iii)

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


		For the Years Ended
		December 31,
		2025		2024
Federal income tax at the statutory rate		21.0	%	21.0	%
State statutory tax rate		(0.1)	%	6.3	%
Permanent items		(4.4)	%	(0.1)	%
Change in valuation allowance		(12.3)	%	(19.9)	%
Other		(4.3)	%	(1.0)	%
Effective tax rate		(0.1)	%	6.3	%

(iv)

Deferred tax assets, net were composed of the following:


		December 31,			December 31,
		2025			2024
Deferred tax assets:
Net operating loss carry forwards		$	1,552,937		$	1,001,992
Lease liability			329,930			398,757
Others			458,966			436,613
Total deferred tax assets			2,341,833			1,837,362

Deferred tax liabilities:
Intangible assets			(221,790)			(249,183)
Fixed assets			—			—
Right of use assets			(326,154)			(429,050)
Total deferred tax liabilities			(547,944)			(678,233)

Less valuation allowance			(1,793,889)			(1,159,129)

Total deferred tax assets, net		$	—		$	—

The Company was not previously subject to the interest expenses limitation under §163(j) of the U.S. Internal Revenue Code, due to the small business exemption. Its average annual gross receipts for the three tax years preceding 2022 do not exceed the relevant threshold amount ($27 million for 2022). The Company no longer met the small business exception in 2024, but it meets one of the other exceptions to the §163(j) limitation, “floor plan financing indebtedness” (indebtedness used to finance the acquisition of motor vehicles held for sale or lease or secured by such inventory) and will therefore continue to be exempt from the §163(j) interest expenses limitation in 2025.

The Company monitors tax law changes and has determined that no recent changes materially impact the financial statements.

The entire disclosure for income tax.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	Risk Management and Strategy We recognize the importance of cybersecurity in our operations. We face diverse cybersecurity threats, ranging from unauthorized individual access attempts to sophisticated disruptions targeting our business and customer data. Our operations involve collecting and storing customer information in cloud systems, such as Google Drive, and we rely on third-party providers, such as Google, whose systems may encounter interruptions and/or cybersecurity incidents. Our logistics and warehousing business relies on the functioning of our freight forwarding software, GoFreight. The secure handling of information is crucial, particularly for tracking automobile orders. We have implemented various measures, such as access controls, data encryption, and vulnerability assessments, to prevent and mitigate cybersecurity risks and incidents. In particular, we have implemented a cybersecurity risk management program, in accordance with our risk profile and business size, which is designed to detect, identify, assess, and respond to current and emerging cybersecurity threats. We have developed a comprehensive, cross-functional approach to identifying, preventing, and mitigating cybersecurity threats and incidents, while also developing tools and processes that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. Our cybersecurity risk management program is supported by third-party information technologies and vendors, including Squarespace and Google Workspace, which assist us with information technology system monitoring, detection, and response support services. We also leverage third-party information technology service providers to monitor and evaluate our cybersecurity posture through vulnerability scans, penetration tests, and cybersecurity risk reviews and assessments. We engage in the assessment and testing of our cybersecurity risk management program, policies, standards, processes, and practices that are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, assessments, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. We also have a process to review certain third-party information technology service providers and vendors, including through contractual requirements and proactive threat intelligence monitoring, as appropriate. However, cybersecurity incidents, if they occur, depending on their nature, could lead to the loss, destruction, or unavailability of critical and confidential data, impacting our operations and potentially harming our reputation. This could result in customer distrust, termination of partnerships, significant remediation costs, and legal liabilities. As of the date of this annual report, we are not aware of any cybersecurity incidents, that have had a materially adverse effect on our operations, business, results of operations, or financial condition.
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Management Processes Integrated [Text Block]	We have implemented various measures, such as access controls, data encryption, and vulnerability assessments, to prevent and mitigate cybersecurity risks and incidents. In particular, we have implemented a cybersecurity risk management program, in accordance with our risk profile and business size, which is designed to detect, identify, assess, and respond to current and emerging cybersecurity threats. We have developed a comprehensive, cross-functional approach to identifying, preventing, and mitigating cybersecurity threats and incidents, while also developing tools and processes that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management in a timely manner. Our cybersecurity risk management program is supported by third-party information technologies and vendors, including Squarespace and Google Workspace, which assist us with information technology system monitoring, detection, and response support services. We also leverage third-party information technology service providers to monitor and evaluate our cybersecurity posture through vulnerability scans, penetration tests, and cybersecurity risk reviews and assessments. We engage in the assessment and testing of our cybersecurity risk management program, policies, standards, processes, and practices that are designed to address cybersecurity threats and incidents. These efforts include a wide range of activities, assessments, vulnerability testing, and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning. We also have a process to review certain third-party information technology service providers and vendors, including through contractual requirements and proactive threat intelligence monitoring, as appropriate.
Cybersecurity Risk Management Third Party Engaged [Flag]	true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false
Cybersecurity Risk Board of Directors Oversight [Text Block]	Governance Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Nominating and Corporate Governance Committee (the “Committee”) oversight of cybersecurity and other information technology risks. The Committee receives reports from management on potential cybersecurity risks and threats. Our management plays a key role in assessing and managing our material risks from cybersecurity threats, with designated positions and committees equipped with the necessary expertise. The management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel and threat intelligence and other information obtained from governmental, public, or private sources.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block]	Nominating and Corporate Governance Committee
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block]	Our board of directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Nominating and Corporate Governance Committee (the “Committee”) oversight of cybersecurity and other information technology risks. The Committee receives reports from management on potential cybersecurity risks and threats. Our management plays a key role in assessing and managing our material risks from cybersecurity threats, with designated positions and committees equipped with the necessary expertise. The management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel and threat intelligence and other information obtained from governmental, public, or private sources
Cybersecurity Risk Role of Management [Text Block]	The Committee receives reports from management on potential cybersecurity risks and threats. Our management plays a key role in assessing and managing our material risks from cybersecurity threats, with designated positions and committees equipped with the necessary expertise.
Cybersecurity Risk Management Positions or Committees Responsible [Flag]	true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]	management team
Cybersecurity Risk Management Expertise of Management Responsible [Text Block]	Our management plays a key role in assessing and managing our material risks from cybersecurity threats, with designated positions and committees equipped with the necessary expertise.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block]	The Committee receives reports from management on potential cybersecurity risks and threats. Our management plays a key role in assessing and managing our material risks from cybersecurity threats, with designated positions and committees equipped with the necessary expertise. The management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel and threat intelligence and other information obtained from governmental, public, or private sources
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag]	true

SEGMENT REPORTING - Segment reporting information (Details)

12 Months Ended

Dec. 31, 2025

USD ($)

segment

Dec. 31, 2024

USD ($)

segment

Number of operating segments | segment

Number of reportable segments not disclosed flag

true

REVENUE

$ 1,288,536

$ 455,805

^[1]

Cost of revenues

1,121,761

277,293

^[1]

731,307

387,618

277,345

^[1]

Lease expense

746,816

545,440

Income tax expenses (credit)

33,198

35,951

^[1]

18,342

2,155

Segment net loss

(3,649,703)

(3,232,194)

^[1]

Net Income (Loss)

(3,649,703)

(5,188,852)

^[1]

Consolidated total assets

$ 11,858,464

$ 15,379,454

Segment Reporting, Other Segment Item, Composition, Description

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

Logistics and labor services segment

REVENUE

$ 1,288,536

$ 455,805

Cost of revenues

1,121,761

277,293

Staff cost

1,240,571

1,209,633

731,307

Depreciation and amortization expenses

387,618

277,345

Lease expense

746,816

545,441

147,254

80,328

Income tax expenses (credit)

33,198

35,951

15,916

(215,822)

Other segment items

513,798

1,477,830

Segment net loss

$ (3,649,703)

$ (3,232,194)

[1]	Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2024, to conform to the presentation for the year ended December 31, 2025, with no effect on previously reported net income (loss). See NOTE 5 – Discontinued operations.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)

Common Stock

Class A common stock

May offering

Common Stock

Class A common stock

July Offering

Common Stock

Class A common stock

Edward

Common Stock

Class A common stock

TWEW

Common Stock

Class A common stock

Common Stock

Class B common stock

Additional paid-in capital

May offering

Additional paid-in capital

July Offering

Additional paid-in capital

Edward

Additional paid-in capital

TWEW

Additional paid-in capital

Subscription Receivable

Private Placement

Subscription Receivable

Retained Earnings (Accumulated Deficit)

Class A common stock

Class B common stock

May offering

July Offering

Private Placement

Edward

TWEW

Total

Beginning balance at Dec. 31, 2023

^[1]

$ 60

$ 52

$ 6,996,275

$ (600,000)

$ 508,241

$ 6,904,628

Beginning balance (in shares) at Dec. 31, 2023

^[1]

604,125

515,625

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Termination of equity-classified warrant

(78,125)

Issuance of common stock for acquisition

$ 8

^[1]

$ 47

^[1]

$ 899,992

$ 799,953

$ 900,000

$ 800,000

Issuance of common stock for acquisition (in shares)

^[1]

79,521

469,484

Issuance of follow-on public offering

$ 83

^[1]

$ 40

^[1]

$ 7,309,037

$ 1,093,516

$ 7,309,120

$ 1,093,556

Issuance of follow-on public offering (in shares)

^[1]

825,625

404,979

Stock issuance under private placement transactions

$ 600,000

Issuance of common stock in connection Vesting of share-based award

$ 5

^[1]

$ 3

^[1]

(8)

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

^[1]

45,938

31,250

Share-based compensation expense

277,345

Fraction shares issued due to reverse stock split

$ 24

^[1]

(24)

Fraction shares issued due to reverse stock split (in shares)

^[1]

242,339

Net (loss) from continuing operations for the year

(3,232,194)

^[2]

Net (loss) from discontinued operations for the year

(1,956,658)

^[2]

Ending balance at Dec. 31, 2024

^[1]

$ 267

$ 55

17,297,961

(4,680,611)

$ 12,617,672

Ending balance (in shares) at Dec. 31, 2024

2,672,011

^[1]

546,875

^[1]

2,672,011

546,875

3,218,886

Increase (Decrease) in Stockholders' Equity [Roll Forward]

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

^[1]

144,000

Share-based compensation expense

39,023

$ 39,023

Issuance of common stock in connection Vesting of share-based award

$ 5

^[1]

$ 14

^[1]

348,576

348,595

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

^[1]

43,750

Vesting of share-based compensation (reclass)

$ 1

^[1]

(1)

Vesting of share-based compensation (reclass) (in shares)

^[1]

11,951

Net (loss) from continuing operations for the year

(3,649,703)

Net (loss) from discontinued operations for the year

Ending balance at Dec. 31, 2025

$ 273

^[1]

$ 69

^[1]

$ 17,685,559

$ (8,330,314)

$ 9,355,587

Ending balance (in shares) at Dec. 31, 2025

2,727,712

^[1]

690,875

^[1]

2,727,712

690,875

3,418,587

[1]	Retrospectively restated for effect of the Company’s amended and restated articles of incorporation and bylaws and share reverse split on October 24, 2024.
[2]	Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2024, to conform to the presentation for the year ended December 31, 2025, with no effect on previously reported net income (loss). See NOTE 5 – Discontinued operations.

LONG-TERM BORROWINGS (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
LONG-TERM BORROWINGS
Total	$ 608,555	$ 644,597
Current portion of long-term borrowings	35,902	34,577
Non-current portion of long-term borrowings	572,653	610,020
SBA
LONG-TERM BORROWINGS
Total	456,063	468,542
Thread Capital
LONG-TERM BORROWINGS
Total	$ 152,492	$ 176,055

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

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STOCK BASED COMPENSATION - Summary of the Non-vested shares activity (Details) - Class A common stock - $ / shares		9 Months Ended	12 Months Ended
	Sep. 30, 2025	Sep. 23, 2025	Dec. 31, 2025
STOCK BASED COMPENSATION
Outstanding as of December 31, 2024		79,062	79,062
Forfeited		(31,250)	(31,250)
Vested	(11,951)		(11,951)
Outstanding as of September 30, 2025			35,861
Weighted Average Grant Date Fair Value Per Share
Outstanding as of December 31, 2024		$ 3.28	$ 3.28
Forfeited			3.1
Vested			3.39
Outstanding as of September 30, 2025			$ 3.39

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Schedule of property, plant, and equipment, net

PROPERTY, PLANT, AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2025

PROPERTY, PLANT, AND EQUIPMENT, NET


		Estimated Useful Life
		in Years		December 31, 2025			December 31, 2024
Motor Vehicles		10		$	365,000		$	365,000
Leasehold improvements*		3-6			60,795			60,795
Subtotal					425,795			425,795
Less accumulated depreciation					(66,927)			(27,400)
Property, plant, and equipment, net				$	358,868		$	398,395

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

Intangible Asset and Goodwill (Details) - USD ($)					12 Months Ended
Intangible Asset and Goodwill (Details) - USD ($)	Dec. 19, 2024	Nov. 27, 2024	Jan. 24, 2024	Feb. 27, 2020	Dec. 31, 2025	Dec. 31, 2024
INTANGIBLE ASSET AND GOODWILL
Accumulated amortization expenses					$ 107,726	$ 52,928
Edward Transit Express Group Inc.
INTANGIBLE ASSET AND GOODWILL
Percentage of agreed ownership interest to acquire			100.00%
Gross purchase price			$ 1,500,000
Consideration paid			$ 300,000
Edward Transit Express Group Inc. \| Class A common stock
INTANGIBLE ASSET AND GOODWILL
Shares issued			79,521
Common stock			$ 1,200,000
Fair value of stock consideration			$ 900,000
TWEW
INTANGIBLE ASSET AND GOODWILL
Percentage of agreed ownership interest to acquire		100.00%
Gross purchase price		$ 1,000,000		$ 1,000,000
Consideration paid		$ 200,000		$ 200,000
TWEW \| Class A common stock
INTANGIBLE ASSET AND GOODWILL
Shares issued	469,484	469,484
Common stock		$ 800,000
Fair value of stock consideration		$ 1,000,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment reporting (Details) - segment	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Number of Operating Segments	1	2
Number of reportable segments	1

LEASES - Operating lease related assets and liabilities recorded on the balance sheets (Details)		12 Months Ended
	Jul. 19, 2024 USD ($) ft²	Dec. 31, 2025 USD ($)	Dec. 31, 2024 USD ($)
LEASES
Lessee, Operating Lease, Existence of Option to Extend [true false]		true
Right-of-use assets		$ 1,165,517	$ 1,836,521
Operating lease liabilities - current		594,407	438,351
Operating lease liabilities - non-current		584,606	1,268,501
Total operating lease liabilities		$ 1,179,013	$ 1,706,852
Zina Development, LLC
LEASES
Office space \| ft²	15,000
West Buy Media Inc \| Chief Executive Officer \| Zina Development, LLC
LEASES
% of Ownership	100.00%
Minimum
LEASES
Term of the operating lease		12 months
Minimum \| Zina Development, LLC
LEASES
Monthly base rent	$ 42,000
Maximum
LEASES
Term of the operating lease		55 months
Maximum \| Zina Development, LLC
LEASES
Monthly base rent	$ 45,000

INCOME TAXES - (Loss) from continuing operations before income taxes (Details) - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

INCOME TAXES

(Loss) from continuing operations before income taxes

$ (3,633,787)

$ (3,448,016)

^[1]

[1]	Reclassification- certain reclassifications have been made to the financial statements for the year ended December 31, 2024, to conform to the presentation for the year ended December 31, 2025, with no effect on previously reported net income (loss). See NOTE 5 – Discontinued operations.

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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SUBSEQUENT EVENTS (Details) - USD ($)	3 Months Ended
SUBSEQUENT EVENTS (Details) - USD ($)	Mar. 19, 2026	Jan. 27, 2026	Dec. 31, 2025
SUBSEQUENT EVENTS
Allowance for expected credit losses			$ 0
Subsequent Event
SUBSEQUENT EVENTS
Outstanding loan receivable	$ 4,009,514
Interest receivable	$ 565,574
Subsequent Event \| Private Placement \| Class A common stock
SUBSEQUENT EVENTS
Number of shares issuable (in shares)		33,450,000
Amount of gross proceeds		$ 40,140,000

SEGMENT REPORTING

12 Months Ended

Dec. 31, 2025

SEGMENT REPORTING

SEGMENT REPORTING

NOTE 15 — SEGMENT REPORTING

The Company’s chief operating decision maker has been identified as the Chief Executive Officer (“CEO”), who reviews financial information of operating segments based on U.S. 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 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. and substantially all of the Company’s long-lived assets are located in the U.S.


		For the Years Ended
		December 31,
		2025			2024
Revenues		$	1,288,536		$	455,805
Less:
Cost of revenues			1,121,761			277,293
Staff cost			1,240,571			1,209,633
Impairment loss expenses			731,307			—
Share-based compensation expenses			387,618			277,345
Lease expense			746,816			545,441
Depreciation and amortization expenses			147,254			80,328
Interest expenses			33,198			35,951
Income tax expenses (credit)			15,916			(215,822)
Other segment items*			513,798			1,477,830

Segment net loss			(3,649,703)			(3,232,194)

Consolidated loss		$	(3,649,703)		$	(5,188,852)

Consolidated total assets		$	11,858,464		$	15,379,454

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

For the discontinued operations of parallel-import vehicle segment, the segment report was:


		For the Years Ended
		December 31,
		2024
Revenues		$	1,631,248
Less:
Cost of revenues			1,656,068
Staff cost			77,652
Allowance of credit loss of accounts receivables			1,589,546
Interest expenses			88,788
Other segment items*			175,852

Discontinued segment net loss			(1,956,658)

Consolidated loss		$	(5,188,852)

Consolidated total assets		$	15,379,454

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

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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