Variable Interest Entity

6 Months Ended

Jun. 30, 2025

Variable Interest Entity [Abstract]

Variable interest entity

Note 4 — Variable interest entity

The Company does not have direct ownership in Upland but has been actively involved in their operations and has the power to direct the activities and significantly impact Upland’s economic performance. The Company also bears the risk of losses from Upland. As such, in accordance with ASC 810, Upland is considered variable interest entity (“VIE”) of the Company and the financial statements of Upland was consolidated from the date of control and variable interest existed.

Based on the loan agreement between its creditor and Upland 858 LLC, the loan is a non-recourse debt secured by the assets owned by Upland 858 LLC only and guaranteed by the stockholders of Upland 858 LLC only. Upland 858 LLC’s creditor will have no-recourse to Visiontech which is considered to be the primary beneficiary of the VIE structure but not the legal owner of Upland 858 LLC:

Accordingly, the accounts of Upland were consolidated in the accompanying financial statements as VIE of Visiontech from January 2022 when Upland acquired the warehouse in California.

The carrying amount of the assets and liabilities are as follows:

		As of June 30, 2025
Cash		$	16,506
Property and equipment, net			4,091,652
Total assets		$	4,108,158

Current portion of long-term debt		$	85,380
Long-term debt, net of current portion			2,644,568
Accrued expenses			151
Intercompany payable to Visiontech			1,383,113
Total liabilities		$	4,113,212

The operating results of VIE included in the unaudited condensed consolidated statements of operations are as follows for the period indicated:

		For the three months ended June 30, 2025				For the six months ended June 30, 2025
Revenue^*		$	83,211			$	166,421
Selling, general and administrative			54,480				84,066
Interest expense			24,822				49,294
Income tax			-				1700
Net loss		$	3,909			$	31,361

*	Upland generated its revenue from leasing the warehouse to Visiontech. Revenue of Upland was fully eliminated on the unaudited condensed consolidated statements of operations.