Icon Media Holdings Inc (PK)【ICNM】株式ニュース

1. Capital structure & control

Common stock

Authorized: 20,000,000,000

Outstanding: 12,882,516,098
– Same on 12/31/2024 and 9/30/2025 ? no new common share issuances in 2025 so far.

Series A Preferred

Authorized: 10,000,000

Outstanding: 1,018

Each Series A share:

Convertible into 200,000,000 common shares

Has “super majority voting rights of all votes”

Let’s translate that:

Potential common shares from Series A, if fully converted:

1,018 × 200,000,000 = 203,600,000,000 potential new common shares

Fully diluted count (today’s common + all pref converted):

12,882,516,098 + 203,600,000,000 ˜ 216,482,516,098 shares

So:

Economic & voting control are firmly with the preferred holders, especially Kuora Inc, Eastwin Capital, Nunissait Tjandra, etc.

Common shareholders sit behind a massive overhang. Even though there’s no convertible debt, the preferred structure itself is effectively a gigantic option over the commons.

No change in control during the period is checked “No”, but the real control is in the Series A that was shuffled around in 2022–2023 and then partially converted.

2. Business snapshot

They’re no longer a U.S. wireless small-cell company. They’ve reverse-merged into a PRC/Singapore tech platform play:

Three segments:

“Xiaohuangren Industrial Technology Service Platform”

A Q&A / expert consulting marketplace for industrial tech (users pay to ask experts; platform takes a commission).

Settlement platform (PRC)

B2B payment / settlement between enterprises and their suppliers.

Platform takes service fees.

This is currently the main revenue driver.

Singapore digital network / e-commerce + logistics platform

A logistics-integrated eCommerce network.

Still sounds early / under development on the logistics side.

Subsidiary chain:

Icon (US) ? 100% Eastwin8 Pte. Ltd. (Singapore) ? 100% Xi’an Xiaohuangren (PRC) ? several PRC subs.
So you’ve got both China risk and cross-border structure risk baked in.

3. Financial performance (9M 2025 vs 9M 2024)

All numbers are for the nine months ended Sept 30:

Revenues

2025: $9,206,272

2024: $13,575,634

Change:

Down about $4.37M, or roughly –32% YoY.

Gross profit & margin

2025 gross profit: $151,557

Gross margin ˜ 1.65%

2024 gross profit: $125,663

On $13.6M, that was just under 1%

So:

This is a super low-margin business. They are essentially moving a lot of throughput for very little retained margin.

Operating expenses & operating loss

Operating expenses (9M 2025): $379,835

Operating loss (9M 2025): –$228,278

Operating loss (9M 2024): –$308,128

So ops are still losing money, but slightly less negative than last year.

Other income

Other income (net) 9M 2025: $249,093

This flips the bottom line from an operating loss to a tiny net profit:

Net income

9M 2025: $9,375 profit

9M 2024: $(26,953) loss

EPS:

9M 2025: $9,375 / 12.88B shares ˜ basically $0.00 per share (as reported).

No dilution assumed in diluted EPS because it’d be anti-dilutive / doesn’t move the decimal.

So technically they’re profitable YTD, but:

Profit is tiny in absolute dollars.

It’s driven much more by “other income” than by a healthy operating margin.

4. Balance sheet & liquidity
Assets (as of 9/30/2025 vs 12/31/2024)

Total assets: $551,465 (down from $686,760)

Cash: $199,195 (down from $329,779)

Long-term investments: $112,349 (up from $6,850)

Fixed assets net: $120,995 (up from $108,700)

Right-of-use asset: $11,698 (down from $22,824)

Liabilities

Current liabilities: $225,293 (down from $563,795)
– Big drop mostly from:

Accounts payable + accrued: $44,698 (down from $172,105)

Advances from customers: $15,790 (down from $292,311)

Long-term loan: $80,000 (unchanged)

Total liabilities: $305,293 (down from $643,795)

Equity

Total stockholders’ equity:

12/31/2024: $42,965

9/30/2025: $246,172

Drivers:

Small net income + big swing in cumulative foreign currency translation (+$194K).

So from a pure balance sheet perspective:

They moved from tiny equity ($43k) to a somewhat better $246k mainly because FX translation on the PRC/Singapore ops moved in their favor.

Debt-to-equity ˜ 1.24x (305k / 246k) – not scary in absolute dollars, but remember the whole company is only a few hundred thousand dollars of assets.

Liquidity

Current ratio (CA / CL):

12/31/2024: ~0.97 (slightly negative working capital)

9/30/2025: ~1.36 (positive working capital)

Cash flow from operations (9M 2025): –$233,992
– They consumed cash from operations.

Financing cash flows: +$96,502 (related party + short-term loans)

Net change in cash: –$130,584

So:

They’re still cash-burning, just slowly, and plugging the gap with related-party / small loans. Cash has fallen ~40% in nine months.

5. Going concern & risk language

They explicitly state:

Accumulated deficit: $9,127,294

Small net income this year, but they still flag substantial doubt about their ability to continue as a going concern.

They’re depending on:

Scaling operations as described; and

Raising “necessary funds” — which, in OTC land, often translates to future equity issuances, more related-party funding, or both.

6. Historical baggage (custodianship, revocation, mergers)

Key history points:

Nevada charter was revoked; company effectively abandoned after 2014.

2021: shareholder (Alpharidge / CED / Frank Igwealor) petitioned Nevada court for custodianship, revived the charter, and got 500 Series A issued for $35k with super-voting rights and huge conversion rights.

2022: those 500 Series A were sold for $1 to Eastwin8 Pte Ltd (Singapore), then distributed to Eastwin directors via a share exchange.

2022–2023:

Reverse merger with Eastwin8,

Then acquisition of Kuora Inc (China) and its subs via issuance of Series A preferred + common.

Huge block (1.266B common + 2 preferred) issued to SRAX Inc for services.

So:

This is a revived shell that’s now essentially a PRC/Singapore industrial tech & settlement platform, with a very engineered capital structure and a history of large, insider-centric issuances.

7. Debt & toxic overhang

Under promissory/convertible notes, they check:

No outstanding promissory or convertible notes.

So no active toxic convertibles in this report, which is unusual (in a good way) for this tier.

But:

The functional overhang is the Series A preferred:

Enormous conversion ratio.

Super-voting control.

Concentrated in a small group (Kuora Inc, Eastwin, Nunissait, SRAX, etc.)

For a common shareholder, the dilution and control risk is structurally similar to a nasty convertible stack, just packaged in equity form rather than notes.

8. High-level investor-style takeaways (not advice)

If you look at this as someone analyzing the security:

Positives:

No stated convertible debt.

Modest positive net income YTD (though small and aided by FX/other income).

Working capital improved; current ratio above 1.

Real operating business in PRC (settlement platform, industrial tech services), not just a pure empty shell.

Concerns / red flags:

Extreme potential dilution

Fully diluted share count north of 216 billion shares if all preferred convert.

Common stock is structurally subordinated in both voting power and future dilution.

Very thin margins & revenue decline

Revenue down ~32% YoY (9M).

Gross margin ~1.6%. Even small cost shocks could wipe out profit.

Going concern warning

Accumulated deficit > $9M.

Cash burn from operations continues; company relies on related party + loans.

Complex history & jurisdictional risk

Custodianship, revived charter, long prior gap in reporting.

Business now operates mainly in China and Singapore ? regulatory / FX / political risks.

Tiny absolute scale

Total assets ~$550k; equity ~$246k.

This is a very small company relative to the share count; per-share economic value is razor thin.

If you tell me what you’re trying to do with this (e.g., “I’m considering buying common,” “I hold a bag and want an exit thesis,” “I’m analyzing this as a case study in OTC recapitalizations”), I can zoom in on valuation, capital-structure scenarios, or help you build a simple model of what the common might reasonably be worth under different assumptions.