Deep Dive: Marvion Inc.’s 2024 Form 10‐K Review – A Microcap on the Move

Investment Score: 3.0/10

Warren.AI 💰 3.0 / 10

Net Loss: $733,663 | Revenue: $1.54 million (+134% YoY)

Snapshot: Marvion Inc. (OTC: MVNC) is a Nevada‐registered holding company whose main operating subsidiaries in Hong Kong and the British Virgin Islands (UWMC, KSK, UWML, PEL) provide last‐mile logistics for furniture and appliances, large‐scale warehousing (including cold storage) and financial consulting services. After a recapitalizing share exchange in October 2021 and the acquisition of UWMC in September 2024, it is now seeking to build Hong Kong’s finest integrated logistics and solar‐rooftop warehousing platform.

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Business Overview

• UWMC Acquisition (Sep 12 2024): Added 62,600 sq ft warehousing (24 k cold, 38.6 k dry) at Yuen Long on 6-year lease + 12-year extension option.
• KSK Logistics: Last‐mile delivery with 15 trucks servicing 9 customers, mostly in furniture/appliance. Built via founder Chan Sze Yu’s network.
• UWML Warehousing: Large‐scale cold & dry operations with pick-&-pack, transloading and e-commerce fulfilment. Current facilities fully reserved; new 36 k sq ft completes Q2 2025.
• PEL Advisory: Business growth and IPO/crypto token advisory for Fintech & supply‐chain clients.
• Solar Roof Plan: Rooftop photovoltaic installations under Hong Kong’s Feed-in-Tariff to offset energy cost and add revenue.

Competitive Edge: One‐stop logistic + storage + green energy. Founder’s niche experience in furniture/last‐mile gives a premium service angle versus HK’s smaller independents.

Market Landscape

• Hong Kong’s import/export traffic normalized in H1 2024, boosting warehousing demand.
• Last‐mile delivery is fragmented; major players (SF Express, Cainiao, Kerry) lack deep local home-furnishing focus.
• E-commerce tailwinds continue post-COVID; consumers expect same-day, safe delivery for big-ticket appliances.

Financial Results (2024 vs 2023)

| Metric | 2024 | 2023 | YoY % | | ————— | ——— | ——— | ——— | | Revenue | $1.544 M | $0.660 M | +134% | | Gross Profit | $0.764 M | $0.282 M | +171% | | Gross Margin | 49% | 43% | +6 ppt | | Net (Loss) | –$0.734 M | +$0.009 M | — |

Cost of Revenue: $780 k (up 106%) driven by fleet & warehouse operating costs.

G&A: $1.38 M (+441%) includes ~$1 M in one-off legal, diligence & advisory fees from UWMC acquisition.

Cash Flows:

• Operating: –$180 k (driven by net loss & receivables build)
• Investing: –$500 k (warehouse build-out equipment)
• Financing: +$895 k (director/shareholder loans)

Balance Sheet (Dec 31 2024):

• Assets: $4.04 M (incl. $0.65 M current, $3.38 M non-current)
• Liabilities: $10.08 M (working-cap deficit $4.17 M)
• Equity: –$6.04 M
• Contingent Sha re Earnout: $5.5 M max; $1 M vested
• Convertible Notes Payable: $0.17 M

Going-Concern Warning: Management discloses significant doubt due to losses, negative equity and working capital gap. Shareholder funding thus far supports the build-out but refinancing and additional equity will be required.

Key Risk Factors

1. Regulatory Oversight: Operating in HK under PRC rules; potential for new approvals, restrictions on capital flow and U.S. delisting if audit access denied.
2. Going-Concern / Capital Needs: Net losses / negative equity / large earnout liabilities require new funding or dilution.
3. Concentration Risk: Top 2 customers = 65% of 2024 revenues; top 2 vendors = 36% of COGS.
4. Currency & Transfer Limits: HKD/RMB conversion controls could hamper dividends/repayments from subsidiaries.
5. Competition from China Giants: SF Express & Cainiao expansion into HK may pressure margins.
6. Operational Risks: Warehousing liability, property lease renewals, power costs, labour & fuel price inflation.

Management & Governance

• CEO/CFO: Chan Sze Yu, logistics veteran built Furniture Station’s last-mile arm, 9 years in HK furnishing logistics.
• Board Control: 4 directors; two major shareholders control >95% voting power via preferred stock, no independent directors.
• Audit & Compensation: Board handles both tasks; no separate committees; not currently NASDAQ compliant.

Outlook & Valuation Considerations

Marvion stands at the crossroads of Hong Kong’s supply-chain resurgence and renewable energy push. The 2025 roll-out of 36 k sq ft of new warehouse plus solar roofs could drive 2025 revenues toward $4 M if utilization hits 40%, but profit conversion depends on sales mix and containable SG&A. The $5.5 M earnout and B/S drag mean the capital structure must be recapitalized or refinanced for shareholders to realize value.

Bottom Line: Investing in Marvion is a high-risk small-cap play. Top-line momentum and founder expertise are promising for a carve-out in HK furniture logistics, but solve the contingent liabilities, negative equity and regulatory complexities first.

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Disclaimer: This blog post is for educational purposes only and does not constitute investment advice. Always consult your advisor.