Variable Interest Entity

9 Months Ended

Sep. 30, 2025

Variable Interest Entity [Abstract]

Variable interest entity

Note 5 — 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 September 30, 2025
Cash		$	275
Property and equipment, net			4,091,652
Total assets		$	4,091,927

Current portion of long-term debt		$	86,155
Long-term debt, net of current portion			2,622,930
Accrued expenses			151
Intercompany payable to Visiontech			1,333,567
Total liabilities		$	4,042,803

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 September 30, 2025				For the nine months ended September 30, 2025
Revenue^*		$	83,210			$	249,631
Selling, general and administrative			4,401				88,466
Interest expense			24,633				73,927
Income tax			-				1,700
Net income		$	54,176			$	85,538

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