TOPP 10-Q
Toppoint Holdings Inc. (TOPP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended:
or
For the transition period from ____________ to _____________
Commission File Number:
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Smaller reporting company | |||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of August 11, 2026, there were
TOPPOINT HOLDINGS INC.
Quarterly Report on Form 10-Q
Period Ended June 30, 2026
TABLE OF CONTENTS
| PART I | ||
| FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 2 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 12 |
| Item 4. | Controls and Procedures | 12 |
| PART II | ||
| OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 13 |
| Item 1A. | Risk Factors | 13 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 13 |
| Item 3. | Defaults Upon Senior Securities | 13 |
| Item 4. | Mine Safety Disclosures | 13 |
| Item 5. | Other Information | 13 |
| Item 6. | Exhibits | 14 |
| i |
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
TOPPOINT HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| 1 |
TOPPOINT HOLDINGS INC.
Condensed Consolidated Balance Sheets
| June 30, 2026 (Unaudited) |
December 31, 2025 |
|||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Contract assets | ||||||||
| Prepaid expenses | ||||||||
| Prepaid expenses – related party | ||||||||
| Loan receivable, current | ||||||||
| Interest receivable from loan receivable | ||||||||
| Total Current Assets | ||||||||
| Other Assets | ||||||||
| Property and equipment, net | ||||||||
| Deposit on property and equipment – related party | ||||||||
| Intangible asset, net | ||||||||
| Loan receivable, non-current | ||||||||
| Operating Lease Right-of-use asset, net | ||||||||
| Operating Lease Right-of-use asset, net– related parties | ||||||||
| Financing Lease Right-of-use asset, net | ||||||||
| Security deposit | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Deferred revenue | ||||||||
| Loans payable, current maturities | ||||||||
| Related party loan | ||||||||
| Lease liability - operating, current maturities | ||||||||
| Lease liability - operating, current maturities – related party | ||||||||
| Lease liability – financing, current maturities | ||||||||
| Total Current Liabilities | ||||||||
| Loans payable, net of current maturities | ||||||||
| Lease liability - operating, net of current maturities | ||||||||
| Lease liability – financing, net of current maturities | ||||||||
| Lease liability - operating, net of current maturities – related party | ||||||||
| Total Liabilities | ||||||||
| Commitment and contingencies | ||||||||
| Shareholders’ Equity | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity | ||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-1 |
TOPPOINT HOLDINGS INC.
Unaudited Condensed Consolidated Statements of Operations
| For The Three Months Ended | For The Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Costs and expenses | ||||||||||||||||
| Costs of revenue | ||||||||||||||||
| Costs of revenue – related parties | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total costs and expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (expense) income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Total other income (expense), net | ( | ) | ( | ) | ||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for (benefit from) income taxes: | ||||||||||||||||
| Current | ||||||||||||||||
| Deferred | ( | ) | ( | ) | ||||||||||||
| ( | ) | ( | ) | |||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Basic and diluted net loss per share attributed to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Number of Shares Outstanding - Basic and Diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-2 |
TOPPOINT HOLDINGS INC.
Unaudited Condensed Consolidated Statements of Shareholders’ Equity
| Common Stock | Additional Paid-in |
Accumulated | Total Stockholders’ |
|||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance – December 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||
| Balance – March 31, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Issuance of common stock, net of issuance costs | ||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||
| Balance – June 30, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common Stock | Additional Paid-in |
Retained | Total Stockholders’ |
|||||||||||||||||
| Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||
| Balance – December 31, 2024 | $ | $ | $ | $ | ||||||||||||||||
| Issuance of Common Stock, net of issuance costs | ||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||
| Balance – March 31, 2025 | $ | $ | $ | $ | ||||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||
| Balance – June 30, 2025 | $ | $ | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-3 |
TOPPOINT HOLDINGS INC.
Unaudited Condensed Consolidated Statements of Cash Flows
| For The Six Months Ended June 30, |
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| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile from net loss to net cash (used in) operating activities: | ||||||||
| Amortization of operating lease right-of-use assets | ||||||||
| Amortization of financing lease right-of-use assets | ||||||||
| Depreciation | ||||||||
| Deferred taxes | ( | ) | ||||||
| Amortization of intangible assets | ||||||||
| Amortization of debt issuance costs | ||||||||
| Stock-based compensation | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable, net | ( | ) | ||||||
| Contract assets | ( | ) | ||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Prepaid expenses-related party | ||||||||
| Interest receivable on loan receivable | ( | ) | ||||||
| Security deposits | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Deferred revenue | ||||||||
| Income taxes payable | ( | ) | ||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Note receivable | ( | ) | ||||||
| Deposit on property and equipment – related party | ||||||||
| Purchases of property and equipment | ( | ) | ||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from note payable | ||||||||
| Principal payments on finance lease | ( | ) | ||||||
| Repayments of loans payable | ( | ) | ( | ) | ||||
| Issuance of common stock, net of issuance costs | ||||||||
| Net cash provided by financing activities | ||||||||
| Net change in cash | ||||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Initial value of finance lease right-of-use asset and finance lease liability | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-4 |
TOPPOINT HOLDINGS INC.
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 1: NATURE OF OPERATIONS
Nature of Operations
In these notes, the terms “it”, “its”, the “Company” refer to Toppoint Holdings Inc. The Company was incorporated during August 2022 in the State of Nevada. During September 2022, the Company entered into a Share Exchange Agreement with Toppoint, Inc. and its sole stockholder and Chief Executive Officer of the Company, Hok C. Chan (“Former Owner”), pursuant to which the sole stockholder exchanged all common stock in Toppoint, Inc. for
On June 4, 2025, the Company established a wholly-owned subsidiary, Topp Metals Inc., which was incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988, with its registered office located in Lansdale, Pennsylvania. As of the date of these financial statements released, Topp Metals Inc. has no business activities.
The Company is a truckload services and solutions provider focused on the recycling export supply chain. The Company has become a key player in the New Jersey and Pennsylvania regional trucking market for waste paper. In addition to waste paper, the Company’s portfolio also includes the shipment of scrap metal and wooden logs from large waste companies, recycling centers and commodity traders to the ports of Newark, NJ and Philadelphia, PA. The Company also provides import transportation services at these ports, transporting cargo-filled containers from the ports to its customers’ designated delivery locations. The Company continues to expand its footprints domestically and internationally and have ventured into the recycling export transport markets in Tampa, Jacksonville, and Miami, FL, and Baltimore, MD, in 2023, and Ensenada, Mexico in 2024, and Houston, Texas in 2025.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to the Quarterly Report on Form 10-Q and Article 8 Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. The unaudited condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes for the years ended December 31, 2025 and 2024 included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 25, 2026. In the opinion of management, all adjustments, consisting of normal accruals, considered necessary for a fair presentation of the interim financial statements have been included. Results for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Toppoint, Inc. and Topp Metals Inc. All intercompany balances and transactions are eliminated in consolidation.
| F-5 |
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the valuation of estimated credit loss of accounts receivables, valuation of long-lived assets (including property and equipment and intangible assets), estimates used in lease accounting and valuation of deferred tax assets. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Accounts Receivable, net
Accounts receivable represent revenue earned for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company adopts the current expected credit loss model (“CECL model”) to estimate the expected credit losses, which is determined by multiplying the probability of default. The Company estimates the allowance for credit loss based on an analysis of specific accounts and an assessment of the customer’s ability to pay, among other factors. The allowance for credit losses was $
Property and Equipment
Property and equipment are recorded at cost, less accumulated depreciation. The Company provides for depreciation on a straight-line basis over the estimated useful lives of the assets. Equipment is depreciated over its useful life of
Intangible Assets
Intangible assets consist of internally developed software in the amount of $
Long-lived Assets
In accordance with ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset, current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed of significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset compared to the estimated future undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss equal to the excess of the carrying value over the asset’s fair market value is recognized when the carrying amount exceeds the undiscounted cash flows.
| F-6 |
The impairment loss is recorded as an expense and a direct write-down of the asset. impairment loss was recorded for the three and six months ended June 30, 2026 and 2025.
Debt Issuance Costs
Debt issuance cost related to a recognized debt liability is presented in the balance sheet as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. Amortization of debt origination costs is calculated using the effective interest method and is included as a component of interest expense.
Revenue Recognition
The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board (“FASB”) – Accounting Standards Codification 606 “Revenue From Contracts With Customers” (“ASC 606”), which has established a five-step process to govern contract revenue and satisfy each element is as follows: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as you satisfy a performance obligation. The Company records the revenue once all the above steps are completed and services are performed.
The Company’s contracts with customers only include one performance obligation, which is to provide the delivery of truckload services. Revenue is recognized in the gross amount at a point in time when the service is completed and the benefit of our services has been transferred to the customer. This has been determined to be when the goods are delivered to its final destination point. At this point in time, the Company has a present right to payment, and the performance obligation has been met. It is not until delivery is completed, that the Company completed its performance obligation. The customer is not simultaneously receiving and consuming the benefit of the performance until the delivery to its final destination. The Company has determined that during transit, which is typically within twenty four hours, it would be impractical for another entity to complete its performance obligation due to various circumstances which would not lend it to be feasible. Additionally, every performance obligation of the Company is related to a unique order number between the customer and the final destination point. If that specific order cannot be completed, the Company or another provider would need to go through a process change of receiving a new order number due to homeland security and customs restrictions which results in the customer not simultaneously receiving benefits during transit time. The Company is primarily responsible for fulfilling the promise to provide the specified service to its customers. In addition, the Company has discretion in establishing the price for the specified services and bears risk of loss of goods until delivery is completed. Transport time from pick up to the delivery of truckloads is typically within the same day. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for those services. Because revenue is recognized at the point in time services are sold to customers, there are no contract liability balances except for when an amount is billed before the service is performed, however there may be contract asset balances for any services provided that were not billed. The Company’s revenue recognition is the same for whether the Company engages independent contractors or its brokerage model for owner operators.
Disaggregation of Revenue
The Company’s revenue is principally derived from providing truckload services focused on the recycling export supply chain.
The Company disaggregates their revenue by the type of commodity, as shown below for the three months ended June 30, 2026 and 2025:
| June 30, 2026 | June 30, 2025 | |||||||
| Commodity | ||||||||
| Paper | $ | $ | ||||||
| Import | ||||||||
| Metal | ||||||||
| Log | ||||||||
| Plastic | ||||||||
| $ | $ | |||||||
| F-7 |
The Company disaggregates their revenue by the type of commodity, as shown below for the six months ended June 30, 2026 and 2025:
| June 30, 2026 | June 30, 2025 | |||||||
| Commodity | ||||||||
| Paper | $ | $ | ||||||
| Import | ||||||||
| Metal | ||||||||
| Log | ||||||||
| Plastic | ||||||||
| $ | $ | |||||||
Contract Assets and Contract Liabilities
Contract assets include unbilled amounts from services which have been provided and revenue recognized. Contract asset balances amounted to $
Contract liabilities include amounts billed and collected before any service is performed. Contract liabilities amounted to $
Costs of revenue
Costs of revenue includes all directly related costs to deliver our services, which includes independent contractor drivers, insurance, truck maintenance costs, equipment rental, parking rent expense, dispatch service fees, depreciation and amortization and other directly related costs. Such costs are expensed as incurred.
Related Party Transactions
The Company identifies related parties, and accounts for, 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 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. Companies 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 related party transactions. Transactions between related parties are also considered to be related party transactions even though they may not be given accounting recognition. While ASC does not provide accounting or measurement guidance for such transactions, it nonetheless requires their disclosure.
Share-based compensation
The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, including non-employee directors, the fair value of a stock option award is measured on the grant date. The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award. Stock-based compensation expense to employees and all directors are reported within payroll and related expenses in the unaudited condensed consolidated statements of operations. Stock-based compensation expense to non-employees is reported within marketing and business development expense in the unaudited condensed consolidated statements of operations.
| F-8 |
Fair Value of Financial Instruments
The Company applies the fair value measurement accounting standard in accordance with ASC 820-10, “Fair Value Measurements and Disclosures,” whenever other accounting pronouncements require or permit fair value measurements. Fair value is defined in ASC 820-10 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. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing an asset or liability based on market data obtained from independent sources, while unobservable inputs reflect a reporting entity’s pricing based upon their own market assumptions. The fair value hierarchy consists of the following three levels (Level 1 is the highest priority and Level 3 is the lowest priority):
| ● | Level 1 — Observable inputs that reflect quoted prices for identical assets or liabilities in active markets. |
| ● | Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in inactive markets, or other observable inputs that can be corroborated by observable market data. |
| ● | Level 3 — Unobservable inputs that are not supported by market data. Unobservable inputs are developed based on the best information available, which might include the Company’s own data. |
Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, loan receivable-current, prepaid expenses and other current assets, loans payable, accounts payable and accrued expenses and other current liabilities and deferred revenue approximated the fair value of the respective assets and liabilities as of June 30, 2026 and December 31, 2025 based upon the short-term nature of the assets and liabilities.
The Company believes that the carrying amount of loan receivable-noncurrent and loans payable-noncurrent approximate their fair values at June 30, 2026 and December 31, 2025 based on the terms of the borrowings and current market rates as the rates of the borrowings are reflective of the current market rates.
Income Taxes
The Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted.
The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.
The Company evaluates uncertain income tax positions taken or expected to be taken in a tax return for recognition in its unaudited condensed consolidated financial statements. The Company was not required to recognize any amounts from uncertain tax positions for the three and six months ended June 30, 2026 and 2025. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof, as well as other factors. Generally, federal, state and local authorities may examine the Company’s tax returns for
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, extending key provisions of the 2017 Tax Cuts and Jobs Act including, but not limited to, the restoration of
| F-9 |
Earnings (Loss) Per Share
The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted net earnings (loss) per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants, options, and restricted stock units. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of June 30, 2026 and December 31, 2025, the Company had
Segment Information
An operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker (the “CODM”) in order to allocate resources and assess the performance of the segment. The Company has identified its Chief Executive Officer as the CODM.
In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM or decision-making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s CODM for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the CODM, reviews operating results by the revenue of different products. Based on management’s assessment, the Company has determined that it has
Recent Accounting Pronouncements
In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update clarified that the disaggregation requirements of ASU 2024-03 are effective for public business entities for annual periods beginning after December 15, 2026. The Company is currently evaluating the impact this new standard will have on the related disclosures in the condensed consolidated financial statements.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquirer in the Acquisition of a Variable Interest Entity. The amendments provide guidance on identifying the accounting acquirer in transactions involving a variable interest entity. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting period within those annual periods. Early adoption is permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
In May 2025, the FASB issued ASU 2025-04, Compensation - Stock Compensation (Topic 718) and Revenue from contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim reporting period within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not been issued or made available for issuance. The Company adopted ASU 2025-05 effective January 1, 2026 and did not elect the practical expedient provided by the amendments. The adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements or related disclosures. The Company continues to estimate expected credit losses on its accounts receivable and contract assets in accordance with ASC 326. “
| F-10 |
In September 2025, the FASB issued ASU 2025-06, which modernizes the accounting for internal-use software costs and makes targeted improvements to the related guidance. The ASU is effective for annual periods beginning after December 15, 2027, including interim periods, with early adoption permitted. The Company is currently evaluating the impact of this ASU and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations, or cash flows.
Reclassification
Certain prior period operating expenses have been reclassified to cost of revenue to conform with the current periods presentation. These reclassifications were made for comparative purpose and had no effect on the previous reported total assets, liabilities or net loss.
NOTE 3: LIQUIDITY
The Company incurred a net loss of $
Currently, the Company is working to improve its liquidity and capital sources. In order to fully implement its business plan and sustain continued growth, the Company may need additional cash resources in the future if the Company experiences changed business conditions or other developments and may also need additional cash resources in the future. The Company is in the process of discussing working capital and financing through various lenders and financial institutions. At the present time, however, the Company does not have commitments of funds from any lenders or potential investors.
NOTE 4: ACCOUNTS RECEIVABLE, NET
Accounts receivable, net, consisted of the following at June 30, 2026 and December 31, 2025:
| As of June 30, 2026 (unaudited) | As of December 31, 2025 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for credit loss | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
The movement of allowance for credit losses is as follows:
| As of June 30, 2026 (unaudited) | As of December 31, 2025 | |||||||
| Beginning balance | $ | $ | ||||||
| Additions (recovery) of allowance for credit loss | ||||||||
| Ending balance | $ | $ | ||||||
As of the issuance date of this Form 10-Q, the Company has collected $
| F-11 |
NOTE 5: LOAN RECEIVABLE
On January 27, 2025, the Company entered into a loan receivable agreement with Golden Bridge Capital Management Limited (“Golden”), whereas the Company lent Golden $
The Golden loan receivable was amended on April 7, 2025, to amend the payment terms and interest as follows: payments to be made are a minimum of $
NOTE 6: PROPERTY AND EQUIPMENT, NET AND INTANGIBLE ASSETS, NET
Property and equipment, net, consist of the following:
| June 30, 2026 (unaudited) | December 31, 2025 | Useful Life | ||||||||
| Leasehold improvements | $ | $ | ||||||||
| Equipment* | ||||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||||
| Property and Equipment, net | $ | $ | ||||||||
| * |
Depreciation expense amounted to $
Intangible assets, net, consist of the following:
| June 30, 2026 (unaudited) | December 31, 2025 | |||||||
| Software development | $ | $ | ||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Software development, net | $ | $ | ||||||
Amortization expense amounted to $
The following table represents the total estimated amortization of intangible assets for the succeeding years:
| Estimated | ||||
| amortization | ||||
| For the period ending June 30: | expense | |||
| 2026 (remaining) | $ | |||
| 2027 | ||||
| $ | ||||
| F-12 |
NOTE 7: LOANS PAYABLE
Loans payable is summarized as follows:
| Description | Loan Date | Loan Amount | Interest Rate | Maturity Date | Remaining Principal Balance as of June 30, 2026 (unaudited) | Remaining Principal Balance as of December 31, 2025 | ||||||||||||||
| Maxus Machinery* | $ | % | $ | $ | ||||||||||||||||
| Economic Injury Disaster Loan (“EIDL”)** | $ | % | ||||||||||||||||||
| M&T Term Loan*** | $ | % | ||||||||||||||||||
| Less current maturities | ||||||||||||||||||||
| Less unamortized debt issuance cost | ||||||||||||||||||||
| Loans payable, net of current maturities | $ | $ | ||||||||||||||||||
| * | |
| ** |
| *** |
Interest expense on loans payable mentioned above amounted to $
At June 30, 2026, combined scheduled maturities of the outstanding debt are as follows:
| For the Twelve-month Periods Ending June 30: | ||||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Thereafter | ||||
| $ | ||||
| F-13 |
NOTE 8: LEASES
The Company leases an office, parking area and automobiles under non-cancelable operating lease agreements. The leases have remaining lease terms ranging from to
Supplemental balance sheets information related to leases is as follows:
| Balance Sheet Location | June 30, 2026 (unaudited) | December 31, 2025 | ||||||
| Operating Leases | ||||||||
| Right-of-use assets, net | $ | $ | ||||||
| Right-of-use assets – related parties, net | ||||||||
| Lease liability, current maturities | ( | ) | ( | ) | ||||
| Lease liability, current maturities – related parties | ( | ) | ( | ) | ||||
| Lease liability, net of current maturities | ( | ) | ( | ) | ||||
| Lease liability, net of current maturities – related parties | ( | ) | ||||||
| Total operating lease liabilities | $ | ( | ) | $ | ( | ) | ||
| Weighted Average Remaining Lease Term | ||||||||
| Operating leases | ||||||||
| Weighted Average Discount Rate | ||||||||
| Operating leases | % | % | ||||||
The Company calculated the implicit rate on the automobile lease with information contained in the respective leases. Based upon the lease agreements, the Company was able to calculate such amount. As the office lease did not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments, which is reflective of the specific term of the leases and economic environment of each geographic region.
The Company’s leased automobile is currently used for promotional services. These leases often contain large material upfront downpayments due to the fact that they are expensive automobiles which are necessary for business development.
The Company has entered into two office leases with related parties, which are the chief executive officer and a family member of the chief executive officer. The lease with the family member of the chief executive officer has expired in October 2025.
Anticipated future lease costs, which are based in part on certain assumptions to approximate minimum annual rental commitments under non-cancelable leases, are as follows:
| Period Ending June 30, | Operating | |||
| 2026 (remaining) | $ | |||
| 2027 | ||||
| Total lease payments | ||||
| Less: Imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
Total lease expense for operating leases accounted for under ASC 842 amounted to $
| F-14 |
The Company leases equipment under a non-cancelable finance lease agreement.
Supplemental balance sheet information related to leases is as follows:
| Balance Sheet Location | June 30, 2026 (unaudited) | |||
| Finance Leases | ||||
| Right-of-use assets, net | $ | |||
| Lease liability, current maturities | ( | ) | ||
| Lease liability, net of current maturities | ( | ) | ||
| Total finance lease liabilities | $ | ( | ) | |
| Weighted Average Remaining Lease Term | ||||
| Finance leases | ||||
| Weighted Average Discount Rate | ||||
| Finance leases | % | |||
The maturities of finance lease liabilities as of June 30, 2026 were as follows:
| Period Ending June 30, | Financing | |||
| 2026 (remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| Total lease payments | ||||
| Less: Imputed interest | ( | ) | ||
| Present value of lease liabilities | $ | |||
For the six months ended June 30, 2026, the Company recognized amortization expense of $
For the three months ended June 30, 2026, the Company recognized amortization expense of $
The Company has various other leases which do not fall under the guidance of ASC 842, primarily because there is not an identified asset. Such leases are not included in any amounts noted above.
NOTE 9: COMMITMENTS AND CONTINGENCIES
Litigation Costs and Contingencies
From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm business. Management is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse effect on our business, financial condition, or operating results besides the litigation listed below.
| (1) | On January 12, 2024, two drivers, Rainey Mejia Rodriguez and Frank Santana Rodriguez (the “plaintiffs”), filed a class action lawsuit against Toppoint Inc, and certain other parties, including Hok C. Chan, in the Superior Court of New Jersey, Essex County, alleging misclassification of truck drivers as independent contractors rather than employees. The plaintiffs seek to represent a class of similarly situated individuals who provided services in New Jersey from January 2018 through the date of the complaint. The complaint asserted violations of the New Jersey Wage Payment Law and the New Jersey Wage and Hour Law, including claims of unlawful wage deductions and failure to pay overtime. The plaintiffs sought compensatory damages, treble and/or liquidated damages, attorneys’ fees, and injunctive relief, without specifying a dollar amount of damages. On July 27, 2024, August 26, 2024, and November 22, 2024, the Court issued multiple orders dismissing the case for lack of prosecution. Upon a motion to reinstate the case filed on January 15, 2025 by the plaintiffs, the Court reinstated the case on January 31, 2025. On May 1, 2025, Toppoint Inc filed a motion to dismiss the amended complaint, and a motion hearing was held on July 3, 2025. On June 6, 2025, the court dismissed the case without prejudice against Mr. Hok C. Chan for lack of prosecution. The Company believes the remaining claims are without merit and intends to continue to vigorously defend against them. The Company does not believe there is a probable and estimable loss as of June 30, 2026. |
| F-15 |
NOTE 10: STOCKHOLDERS’ EQUITY
At June 30, 2026, the Company had
On August 16, 2022, the Company issued
On January 21, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”), with A.G.P./Alliance Global Partners (“AGP”), as representative of the underwriters named on Schedule 1 thereto, relating to the Company’s initial public offering of
On January 22, 2025, the IPO Shares were listed and commenced trading on the NYSE American.
The closing of the initial public offering took place on January 23, 2025. At the closing, the Company sold the IPO Shares for total gross proceeds of $
The offer and sale of the IPO Shares, and the issuance of the Representative’s Warrant, were registered pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-281474), as amended (the “IPO Registration Statement”), initially filed with the SEC on August 12, 2024, and declared effective by the SEC on January 21, 2025, and by means of the final prospectus, dated January 21, 2025, filed with the SEC on January 22, 2025 pursuant to Rule 424(b)(4) of the Securities Act (the “Final IPO Prospectus”).
The IPO Registration Statement included the registration for sale of an additional
Warrant activity as of June 30, 2026 is summarized as follows:
| Warrants | Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value | ||||||||||||
| Outstanding and exercisable - January 1, 2026 | $ | |||||||||||||||
| Granted | ||||||||||||||||
| Expired | ||||||||||||||||
| Exercised | ||||||||||||||||
| Outstanding and exercisable – June 30, 2026 | $ | $ | ||||||||||||||
| F-16 |
Equity Incentive Plan
On October 1, 2022, the Company established the 2022 Equity Incentive Plan. The purpose of the Plan is to grant restricted stock, stock options and other forms of incentive compensation to our officers, employees, directors and consultants. The maximum number of shares of common stock that may be issued pursuant to awards granted under the Plan is
June 2026 Private Placement
On May 19, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (collectively, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers, in a private placement, an aggregate of
NOTE 11: CONCENTRATIONS
Concentration of Credit Risk
The Company maintains its cash in bank and financial institution deposits that at times may exceed federally insured limits. The Company has not experienced any losses in such accounts through June 30, 2026. The Company’s bank balances exceeded FDIC insured amounts at times during the periods ending June 30, 2026 and December 31, 2025.
During the three months ended June 30, 2026 and 2025, two customers accounted for approximately
As of June 30, 2026, two customers accounted for approximately
During the three and six months ended June 30, 2026, no individual supplier accounted for 10% or more of the Company’s total purchases. During the three and six months ended June 30, 2025, one supplier accounted for approximately
NOTE 12: RELATED PARTY TRANSACTIONS
As disclosed in Note 8, the Company leased office space from Yu Ching Su, a relative of Mr. Hok C Chan, the Chief Executive Officer , at 1900 N. Bayshore Drive, Unit No. 2301, Miami Beach, FL, 33141, with an area of
For the three months ended June 30, 2026 and 2025, the Company incurred and paid expenses of $
For the three months ended June 30, 2026 and 2025, the Company incurred expenses of $
| F-17 |
On July 1, 2024, the Company issued Hok C Chan, the Chief Executive Officer, a promissory note for advances he may provide to the Company from time to time, including $
On December 3, 2025, December 19, 2025, and January 27, 2026, the Company entered into three separate share purchase agreements with three investors and Hok C. Chan, the Chief Executive Officer, as the seller. Pursuant to these agreements, the investors purchased an aggregate of
NOTE 13: INCOME TAXES
The Company’s provision for income taxes consists of the following for the six months ended June 30, 2026 and 2025:
| 2026 | 2025 | |||||||
| Current: | ||||||||
| Federal | $ | $ | ||||||
| State and local | ||||||||
| Total current | ||||||||
| Deferred: | ||||||||
| Federal | $ | $ | ( | ) | ||||
| State and local | ( | ) | ||||||
| Total deferred | ( | ) | ||||||
| Income tax provision (benefit) | $ | $ | ( | ) | ||||
A reconciliation of the federal statutory rate of
| 2026 | 2025 | |||||||
| Benefit for income taxes at federal statutory rate | % | % | ||||||
| State and local income taxes, net of federal benefit | ||||||||
| Meals and entertainment | ( | ) | ( | ) | ||||
| Other and prior-year true up | ( | ) | ( | ) | ||||
| Effective income tax rate | % | % | ||||||
The tax effects of these temporary differences along with the net operating losses, net of an allowance for credits, have been recognized as deferred tax assets (liabilities) at June 30, 2026 and December 31, 2025 as follows:
| June 30, 2026 (unaudited) | December 31, 2025 | |||||||
| Net operating loss | $ | $ | ||||||
| Accounts and contracts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Depreciation | ( | ) | ( | ) | ||||
| Stock-based compensation | ||||||||
| Lease liability | ( | ) | ( | ) | ||||
| Net deferred tax asset (liability) | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| $ | $ | |||||||
| F-18 |
As of June 30, 2026, the Company had a net operating loss carryforward of approximately $
The Company establishes a valuation allowance, if based on the weight of available evidence, it is more likely than not that some portion or all of the deferred assets will not be realized. The Company recorded a valuation allowance against its net deferred tax asset of $
The Company’s current portion of its provision for income taxes during the six months ended June 30, 2025 resulted from a payment for income taxes due with its prior year return.
NOTE 14: SEGMENT INFORMATION
The Company operates as
| For The Three Months Ended June 30, 2026 | For The Three Months Ended June 30, 2025 | |||||||
| Revenue | ||||||||
| Non-related revenue | $ | $ | ||||||
| Total revenue | ||||||||
| Costs and expenses | ||||||||
| Independent contractor drivers | ||||||||
| Insurance | ||||||||
| Truck maintenance costs | ||||||||
| Equipment rental | ||||||||
| Equipment rental-related party | ||||||||
| Parking rent | ||||||||
| Depreciation and amortization | ||||||||
| Other costs of revenue | ||||||||
| Other costs of revenue – related parties | ||||||||
| Total cost of revenue | ||||||||
| General and administrative expenses | ||||||||
| Stock-based compensation | ||||||||
| Other general and administrative expenses | ||||||||
| Total general and administrative expenses | ||||||||
| Total cost and expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (expense) income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Total other income (expense), net | ( | ) | ||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Provision for (benefit from) income taxes: | ( | ) | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| F-19 |
| For The Six Months Ended June 30, 2026 | For The Six Months Ended June 30, 2025 | |||||||
| Revenue | ||||||||
| Non-related revenue | $ | $ | ||||||
| Total revenue | ||||||||
| Costs and expenses | ||||||||
| Independent contractor drivers | ||||||||
| Insurance | ||||||||
| Truck maintenance costs | ||||||||
| Equipment rental | ||||||||
| Equipment rental-related party | ||||||||
| Parking rent | ||||||||
| Depreciation and amortization | ||||||||
| Other costs of revenue | ||||||||
| Other costs of revenue – related parties | ||||||||
| Total cost of revenue | ||||||||
| General and administrative expenses | ||||||||
| Stock-based compensation | ||||||||
| Other general and administrative expenses | ||||||||
| Total general and administrative expenses | ||||||||
| Total cost and expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (expense) income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Total other income (expense), net | ( | ) | ||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Provision for (benefit from) income taxes: | ( | ) | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
NOTE 15: LOSS PER SHARE
Basic EPS is computed by dividing loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.
Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of warrants, options, and restricted stock units. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. As of June 30, 2026 and 2025, the Company had
NOTE 16: SUBSEQUENT EVENTS
On August 7, 2026, the Company repaid the remaining principal balance of $
The Company has evaluated subsequent events and transactions through August 12, 2026, which was the date of the unaudited condensed consolidated financial statements was issued, and determined that no other events that would required adjustment or disclosure in the unaudited condensed consolidated financial statements.
| F-20 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
The following management’s discussion and analysis of financial condition and results of operations provides information that management believes is relevant to an assessment and understanding of our plans and financial condition. The following financial information is derived from our financial statements and should be read in conjunction with such financial statements and notes thereto set forth elsewhere herein.
Use of Terms
Except as otherwise indicated by the context and for the purposes of this report only, references in this report to “we,” “us,” “our,” the “Company,” “Toppoint Holdings,” and “our company” refer to the consolidated operations of Toppoint Holdings Inc., a Nevada corporation. “Common stock” refers to the Company’s common stock, par value $0.0001 per share.
Note Regarding Forward-Looking Statements
This report contains forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts are forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include, but are not limited to, statements about:
| ● | our goals and strategies; |
| ● | our future business development, financial condition and results of operations; |
| ● | expected changes in our revenue, costs or expenditures; |
| ● | growth of and competition trends in our industry; |
| ● | our expectations regarding demand for, and market acceptance of, our services; |
| ● | our expectations regarding our relationships with investors and other parties with whom we collaborate; |
| ● | fluctuations in general economic and business conditions in the markets in which we operate; and |
| ● | relevant government policies and regulations relating to our industry. |
In some cases, you can identify forward-looking statements by terms such as “may,” “could,” “will,” “should,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “project” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond our control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under Item 1A. “Risk Factors” of our most recent annual report on Form 10-K. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual events or results may vary significantly from those implied or projected by the forward-looking statements. No forward-looking statement is a guarantee of future performance.
| 2 |
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
The forward-looking statements made in this report relate only to events or information as of the date on which the statements are made in this report. Except as expressly required by the federal securities laws, there is no undertaking to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.
Overview
We are a truckload services and solutions provider focused on the recycling export supply chain. We have become a key player in the New Jersey and Pennsylvania regional trucking market for waste paper. In addition to waste paper, our portfolio also includes the shipment of scrap metal and wooden logs from large waste companies, recycling centers and commodity traders to the ports of Newark, NJ, and Philadelphia, PA. We also provide import transportation services at these ports, transporting cargo-filled containers from the ports to our customers’ designated delivery locations. We continue to expand our footprints domestically and internationally and have ventured into the recycling export transport markets in Tampa, Jacksonville, and Miami, FL, and Baltimore, MD, in 2023, and Ensenada, Mexico in 2024, and Houston, Texas in 2025. We intend to explore the international market in Latin America, including Chancay, Peru, in the near future.
Our client base includes some of the largest Fortune 500 waste companies and over 207 recycling centers and commodity traders that operate in nearly 1,077 locations. Our growing client base relies on us as their partner to provide a “white glove service” to ensure their time-sensitive, ultra-high throughput commodities are safely loaded and delivered right to container ships. In addition, capitalizing on our know-how in developing logistics solutions over the years, we are able to propose integrated transportation solutions that cover loading, transport, port drayage and unloading.
Recent Developments
We have continued to expand our operations by securing additional clients, introducing new service offerings, growing partnerships with existing clients and entering new geographic markets. To this end, we recently expanded our services to the Houston Port in Texas.
| ● | Latin America Market Expansion: Executed a memorandum of understanding with the Chancay, Peru municipality to continue to explore logistics and recycling infrastructure improvements led by the rapidly developing Port of Chancay. Once all phases of development of this port are complete, the container volume generated for us at this port is expected to outpace and exceed the total volume from all three major U.S. ports—Long Beach, Los Angeles and New York/New Jersey. |
| ● | Recycling & Waste Management Expansion: Increased service capacity with existing client Waste Management, adding 1,000 new loads and up to $2 million in additional revenue in 2026. |
Emerging Growth Company Status and Smaller Reporting Company Status
We are an emerging growth company, as defined in the JOBS Act. The JOBS Act permits an emerging growth company such as us to take advantage of an extended transition period to comply with new or revised accounting standards. We have elected to avail ourselves of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we can adopt the new or revised standard at the time private companies adopt the new or revised standard and may do so until such time that we either (i) irrevocably elect to opt out of such extended transition period or (ii) no longer qualify as an emerging growth company. We may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for private companies. We will continue to remain an emerging growth company until the earliest of the following: (1) the last day of the fiscal year following the fifth anniversary of the date of the completion of our initial public offering; (2) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.235 billion; (3) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (4) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
| 3 |
We are also a smaller reporting company as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.
Principal Factors Affecting Our Financial Performance
Our operating results are primarily affected by the following factors:
| ● | our ability to acquire new customers or retain existing customers; |
| ● | our ability to offer competitive product pricing; |
| ● | our ability to broaden product offerings; |
| ● | industry demand and competition; |
| ● | our ability to leverage technology and use and develop efficient processes; |
| ● | our ability to attract and retain talented employees; and |
| ● | market conditions and our market position. |
Results of Operations
Comparison of Three Months Ended June 30, 2026 and 2025
The following table sets forth key components of our results of operations during the three months ended June 30, 2026 and 2025, together with the corresponding period-over-period changes.
| Three Months Ended June 30, | Increase (Decrease) | |||||||||||||||
| 2026 | 2025 | $ | % | |||||||||||||
| Revenue | $ | 4,640,068 | $ | 3,968,924 | $ | 671,144 | 17 | % | ||||||||
| Costs and expenses | ||||||||||||||||
| Costs of revenue | 3,989,989 | 3,646,829 | 343,160 | 9 | % | |||||||||||
| Costs of revenue -related party | 272,562 | 350,026 | (77,464 | ) | (22 | )% | ||||||||||
| General and administrative | 718,143 | 1,561,182 | (843,039 | ) | (54 | )% | ||||||||||
| Total costs and expenses | 4,980,694 | 5,558,037 | (577,343 | ) | (10 | )% | ||||||||||
| Loss from operations | (340,626 | ) | (1,589,113 | ) | 1,248,487 | (79 | )% | |||||||||
| Total other income (expense), net | 33,915 | (51,228 | ) | 85,143 | 166 | % | ||||||||||
| Net loss before income taxes | (306,711 | ) | (1,640,342 | ) | 1,333,631 | (81 | )% | |||||||||
| Provision for (benefit from) income taxes | - | (108,819 | ) | 108,819 | (100 | )% | ||||||||||
| Net loss | $ | (306,711 | ) | $ | (1,531,523 | ) | $ | 1,224,812 | (80 | )% | ||||||
| 4 |
Revenue
Revenue for the three months ended June 30, 2026 and 2025 was $4,640,068 and $3,968,924, respectively, representing an increase of $671,144 or 17%. The revenue increase in the second quarter of 2026 was mainly due to our expansion into new markets, a substantial increase in import revenue, as well as service price increases in response to market changes.
Our revenue consisted of the following during the three months ended June 30, 2026, and 2025:
| June 30, 2026 | June 30, 2025 | |||||||
| Commodity | ||||||||
| Paper | $ | 2,225,573 | $ | 2,082,560 | ||||
| Import | 1,635,998 | 1,231,751 | ||||||
| Metal | 606,267 | 467,353 | ||||||
| Log | 139,125 | 130,605 | ||||||
| Plastic | 33,105 | 56,655 | ||||||
| $ | 4,640,068 | $ | 3,968,924 | |||||
Waste Paper. Revenue attributable to the transportation of waste paper rose to $2,225,573 for the three months ended June 30, 2026, a 6.9% change from $2,082,560 in the prior-year period. The slight increase was principally attributed to load price improvements per order due to increased export demand.
Import. Import-related revenue increased to $1,635,998 compared with $1,231,751 in the three-month period ended June 30, 2025, representing a 32.8% increase. The increase was primarily attributable to a shift toward higher-value loads and higher rates realized on import container movements, together with increased production volume driven by our ability to service additional import containers with new, versatile equipment.
Metal. Revenue derived from the movement of ferrous and non-ferrous scrap metals grew to $606,267 as compared to $467,353 in the prior-year quarter, a period-over-period increase of 29.7%. The increase largely reflects growth in customer production volumes, together with strong global demand for recycled non-ferrous material. Elevated commodity prices have increased the value of scrap feedstock, and constrained domestic outlets for certain grades have continued to support export flows.
Log. Log-hauling revenue totaled $139,125, up 6.5% from $130,605 in the three months ended June 30, 2025. The modest increase reflects generally stable customer volumes during the period, with revenue per load supported by higher fuel surcharges.
Plastic. Revenue from the plastic commodity vertical reached $33,105, a period-over-period decrease of 41.6% compared with $56,655 in the prior-year quarter. The decrease reflects the continued contraction of export markets for recovered plastics, as key Southeast Asian destinations have implemented import restrictions and low virgin resin prices have reduced demand for recycled feedstock. Plastics represent a non-core vertical for the Company and an immaterial portion of total revenue.
Cost and expenses
Costs of revenue Our cost of revenue includes all directly related costs to deliver our services, which includes independent contractor drivers, insurance, truck maintenance costs, equipment rental, parking rent expense, dispatch service fees, depreciation and amortization expense, and other directly related costs. Our costs of revenue for the three months ended June 30, 2026 and 2025 were $4,262,551 and $3,996,855, respectively, representing an increase of 7%.
Gross profit As a result of the foregoing, our gross profit increased by $405,448 or 1,452% to $377,517 for the three months ended June 30, 2026 from $(27,931) for the three months ended June 30, 2025. As a percentage of revenue, gross profit margin increased to 8% for the three months ended June 30, 2026, as compared to (0.7)% for the three months ended June 30, 2025.
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General and administrative expenses Our general and administrative expenses consist primarily of automobile, office, insurance, payroll and rent expenses. Our general and administrative expenses decreased by $843,039 or 54% to $718,143 for the three months ended June 30, 2026 from $1,561,182 for the three months ended June 30, 2025. This change primarily results from a substantial decrease in professional fees incurred during the three months ended June 30, 2026 as well as stock-based compensation of $985,550 recognized during the three months ended June 30, 2025.
Income tax expense
We recorded a provision for income benefits of $0 for the three months ended June 30, 2026, as compared to $108,819 for the three months ended June 30, 2025.
Net loss
Net loss for the three months ended June 30, 2026 and 2025 was $306,711 and $1,531,523, respectively. The decrease in net loss was primarily due to a reduction in the general and administrative expenses, partially offset by an increase in costs of revenue.
Comparison of Six Months Ended June 30, 2026 and 2025
The following table sets forth key components of our results of operations during the six months ended June 30, 2026 and 2025, together with the corresponding period-over-period changes.
| Six Months Ended June 30, | Increase (Decrease) | |||||||||||||||
| 2026 | 2025 | $ | % | |||||||||||||
| Revenue | $ | 8,747,011 | $ | 7,780,534 | $ | 966,477 | 12 | % | ||||||||
| Costs and expenses | ||||||||||||||||
| Costs of revenue | 7,916,437 | 7,085,053 | 831,384 | 12 | % | |||||||||||
| Costs of revenue -related party | 620,170 | 613,279 | 6,891 | 1 | % | |||||||||||
| General and administrative | 1,265,099 | 2,078,432 | (813,333 | ) | (39 | )% | ||||||||||
| Total costs and expenses | 9,801,706 | 9,776,764 | 24,942 | 0 | % | |||||||||||
| Loss from operations | (1,054,695 | ) | (1,996,230 | ) | 941,535 | (47 | )% | |||||||||
| Total other income (expense), net | 94,252 | (78,926 | ) | 173,178 | 219 | % | ||||||||||
| Net loss before income taxes | (960,443 | ) | (2,075,156 | ) | 1,114,713 | (54 | )% | |||||||||
| Provision for (benefit from) income taxes | - | (15,159 | ) | 15,159 | (100 | )% | ||||||||||
| Net loss | $ | (960,443 | ) | $ | (2,059,997 | ) | $ | 1,099,554 | (53 | )% | ||||||
Revenue
Revenue for the six months ended June 30, 2026 and 2025 was $8,747,011 and $7,780,534, respectively, representing an increase of $966,477 or 12%. The revenue increase during 2026 was mainly due to our expansion into new markets, a substantial increase in import and metal revenue which have a higher average revenue per load, as well as service price increases in response to market changes.
Our revenue consisted of the following during the six months ended June 30, 2026, and 2025:
| June 30, 2026 | June 30, 2025 | |||||||
| Commodity | ||||||||
| Paper | $ | 4,290,590 | $ | 4,670,575 | ||||
| Import | 3,045,081 | 2,102,465 | ||||||
| Metal | 1,171,914 | 680,996 | ||||||
| Log | 199,053 | 214,053 | ||||||
| Plastic | 40,373 | 112,445 | ||||||
| $ | 8,747,011 | $ | 7,780,534 | |||||
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Waste Paper. Revenue attributable to the transportation of waste paper fell to $4,290,590 for the six months ended June 30, 2026, a 8.1% decrease from $4,670,575 in the prior-year period. The decrease was principally attributable to a lower volume of outbound loads originating from recycling plants, as new domestic containerboard capacity absorbed a greater share of recovered fiber and reduced export-bound volumes. The decline was concentrated in the first quarter of 2026 and was partially offset in the second quarter by improved load pricing per order.
Import. Import-related revenue increased to $3,045,081 compared with $2,102,465 in the six-month period ended June 30, 2025, representing a 44.8% increase. The increase was primarily attributable to a shift toward higher-value loads and higher rates realized on import container movements, together with increased production volume driven by new import client acquisition and our ability to service additional import containers with new, versatile equipment.
Metal. Revenue derived from the movement of ferrous and non-ferrous scrap metals grew to $1,171,914 compared with $680,996 in the six-month period ended June 30, 2025, a period-over-period increase of 72.1%. The increase largely reflects growth in customer production volumes, together with strong global demand for recycled non-ferrous material. Elevated commodity prices have increased the value of scrap feedstock, and constrained domestic outlets for certain grades have continued to support export flows.
Log. Log-hauling revenue totaled $199,053, down 7.0% from $214,053 in the six months ended June 30, 2025. The decrease reflects the normalization of volumes following the elevated shipping activity that preceded 2025 trade actions affecting forestry products. The decline was concentrated in the first quarter of 2026, with second-quarter revenue per load supported by higher fuel surcharges.
Plastic. Revenue from the plastic commodity vertical reached $40,373, a period-over-period decrease of 64.1% compared with $112,445 in the prior-year period. The decrease reflects the continued contraction of export markets for recovered plastics, as key Southeast Asian destinations have implemented import restrictions and low virgin resin prices have reduced demand for recycled feedstock. Plastics represent a non-core vertical for the Company and an immaterial portion of total revenue.
Cost and expenses
Costs of revenue Our cost of revenue includes all directly related costs to deliver our services, which includes independent contractor drivers, insurance, truck maintenance costs, equipment rental, parking rent expense, dispatch service fees, depreciation and amortization expense, and other directly related costs. Our costs of revenue for the six months ended June 30, 2026 and 2025 were $8,536,607 and $7,698,332, respectively, representing an increase of 11%.
Gross profit As a result of the foregoing, our gross profit increased by $128,202 or 156% to $210,404 for the six months ended June 30, 2026 from $82,202 for the six months ended June 30, 2025. As a percentage of revenue, gross profit margin increased to 2.4% for the six months ended June 30, 2026, as compared to 1.3% for the six months ended June 30, 2025.
General and administrative expenses Our general and administrative expenses consist primarily of automobile, office, insurance, payroll and rent expenses. Our general and administrative expenses decreased by $813,333 or 39% to $1,265,099 for the six months ended June 30, 2026 from $2,078,432 for the six months ended June 30, 2025. This change primarily results from a substantial decrease in professional fees incurred during the six months ended June 30, 2026 as well as stock-based compensation of $985,550 recognized during the six months ended June 30, 2025.
Income tax expense
We recorded a provision for income benefits of $0 for the six months ended June 30, 2026, as compared to $15,159 for the six months ended June 30, 2025.
Net loss
Net loss for the six months ended June 30, 2026 and 2025 was $960,443 and $2,059,997, respectively. The decrease in net loss was primarily due to a reduction in the general and administrative expenses, partially offset by an increase in costs of revenue.
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Other Performance Indicator
We use Number of Loads Completed, or NLC, as a key performance indicator to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions. This measure may be used by other companies in our industry who may calculate it differently than we do, limiting its usefulness as a comparative measure. Therefore, NLC may have limitations as an analytical tool.
We define NLC as the total number of loads delivered during a period. As our fleet exclusively offers full truckload shipping, tracking NLC is straightforward. We recognize a completed load when our dispatch team receives the receipt paperwork from the driver at the port or other destination. We simultaneously notify the client of the delivery. We use our proprietary analytics system to record NLC.
The NLC information has been prepared by, and is the responsibility of, the Company’s management. Such information has not been audited, reviewed, examined, compiled or applied agreed-upon procedures by our auditor.
The table below shows both the total NLCs and a breakdown of NLCs by commodity type during the six months ended June 30, 2026 and 2025. Our revenue generation directly corresponds to NLC but is also impacted by the rates charged to customers.
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||||||||||
| Number of Loads Completed | Percentage in Total NLC | Number of Loads Completed | Percentage in Total NLC | |||||||||||||
| Waste Paper | 5,695 | 53.4 | % | 6,915 | 63.8 | % | ||||||||||
| Metal | 1,278 | 12.0 | % | 809 | 7.5 | % | ||||||||||
| Log | 173 | 1.6 | % | 191 | 1.8 | % | ||||||||||
| Import | 3,478 | 32.6 | % | 2,775 | 25.6 | % | ||||||||||
| Plastic | 43 | 0.4 | % | 146 | 1.3 | % | ||||||||||
| Total | 10,667 | 100 | % | 10,836 | 100 | % | ||||||||||
For the six months ended June 30, 2026, the NLC for Waste Paper declined by 1,220, or 17.6%, to 5,695, from 6,915 for the six months ended June 30, 2025. The decrease was primarily attributable to lower export volumes of recovered fiber industry-wide, as new domestic containerboard capacity continued to absorb a greater share of available material. The impact of the volume decline on revenue was partially offset by improved pricing per load.
For the six months ended June 30, 2026, the NLC for Metal increased by 469, or 58.0%, to 1,278, from 809 for the six months ended June 30, 2025. The increase was primarily attributable to consistent order volume from scrap metal customers acquired in 2024, together with sustained export demand for non-ferrous material as constrained domestic outlets for certain grades continued to direct scrap toward export channels.
For the six months ended June 30, 2026, the NLC for Log decreased by 18, or 9.4%, to 173, from 191 for the six months ended June 30, 2025. The decrease primarily reflects an elevated prior-year comparison, as shippers accelerated volumes in the first half of 2025 in response to trade developments affecting forestry products, including the suspension of U.S. log imports by China in March 2025 and the subsequent redirection of material to alternative Asian destinations. Volumes in the current period have largely normalized.
For the six months ended June 30, 2026, the NLC for Import increased by 703, or 25.3%, to 3,478, from 2,775 for the six months ended June 30, 2025. The increase was primarily attributable to consistent order volume from new import customers, together with added versatility from import-focused equipment that permits multi-use of a single container and improves the Company’s ability to work through congestion at the ports it services. A portion of the increase reflects customers advancing inbound shipments in anticipation of tariff changes, and the Company does not expect that activity to recur at the same level. Import customer acquisition remains a strategic priority for the Company.
For the six months ended June 30, 2026, the NLC for Plastic decreased by 103, or 70.5%, to 43, from 146 for the six months ended June 30, 2025. The decrease was primarily attributable to the continued contraction of export markets for recovered plastics, which represent a non-core vertical for the Company.
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For the six months ended June 30, 2026, the total NLC decreased by 170, or 1.6%, to 10,667, from 10,836 for the six months ended June 30, 2025. The modest decline in total load count was accompanied by a shift in volume mix toward the Company’s import and metal verticals, which carry higher revenue per load, and total revenue increased over the comparable prior-year period notwithstanding the lower load count. The Company’s recently acquired equipment permits double usage of a single container across import and export movements, which the Company believes will support reduced idle time, improved asset utilization and a stronger competitive position in high-volume port operations.
Liquidity and Capital Resources
As of June 30, 2026 and December 31, 2025, we had cash of $4,698,480 and $1,202,395, respectively. To date, we have financed our operations primarily through revenue generated from operations as well as our proceeds received from our IPO in January 2025, and net proceeds from our June 2026 private placement.
During the six months ended June 30, 2026, we had a net loss of $960,443 and net cash used in operations of $918,415. During 2026, we have begun to expand our business operations to certain new territories and have raised service prices in response to market changes. Additionally, approximately of $2 million of our outstanding loan receivable are expected to be collected in 2026 and will be used in our operations. Currently, we are working to improve our liquidity and capital sources. In order to fully implement our business plan and sustain continued growth. We may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional loans. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. At the present time, however, we do not have commitments of funds from any lenders or potential investors. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.
Summary of Cash Flow
The following table provides detailed information about our net cash flow for the six months ended June 30, 2026 and 2025:
| Six Months Ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Net cash used in operating activities | $ | (918,415 | ) | $ | (1,139,576 | ) | ||
| Net cash provided by (used in) investing activities | 500,000 | (6,712,944 | ) | |||||
| Net cash provided by financing activities | 3,914,500 | 8,782,257 | ||||||
| Net change in cash | 3,496,085 | 929,738 | ||||||
| Cash at beginning of period | 1,202,395 | 557,619 | ||||||
| Cash at end of period | $ | 4,698,480 | $ | 1,487,357 | ||||
Operating Activities
Cash used in operating activities decreased by approximately $221,161 for the six months ended June 30, 2026, compared to the same period in 2025, primarily due to lower working capital outflows, including reduced increases in contract assets of approximately $344,791 and prepaid assets of approximately $268,492, as well as the absence of deferred tax impacts recognized in the prior-year period. These changes were partially offset by higher accounts receivable balances and decreases in accounts payable.
Investing Activities
Investing activities provided cash of $500,000 during the six months ended June 30, 2026, and used a net of $6,712,944 during the six months ended June 30, 2025. The change was primarily attributable to lower purchases of property and equipment, a receipt of $500,000 related to deposits on property and equipment – related party, and the absence of $5,700,000 note receivable advances made during the prior-year period.
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Financing Activities
Financing activities provided cash of $3,914,500 during the six months ended June 30, 2026, and provided a net of $8,782,257 during the six months ended June 30, 2025. Cash from financing activities decreased by $4,867,757. The change is primally due to $4,329,232 decrease in the issuance of common stock, an increase of $28,872 of finance lease payments and a net of $181,153 decrease in repayments of loans payable.
Cash Requirements from Known Contractual and Other Obligations
The following table summarizes our contractual obligations as of June 30, 2026 and as for the 12 months thereafter:
| Contractual Obligations | As of June 30 2026 | For the 12 Months Thereafter | ||||||
| Operating lease obligations | $ | 237,936 | $ | 240,018 | ||||
| Operating lease obligations – related party | 37,741 | 38,500 | ||||||
| Financing lease obligations | 96,128 | 64,726 | ||||||
| Debt obligations (principal repayments) | 851,210 | 375,375 | ||||||
| Debt obligations (principal repayments) -related party | 84,487 | 84,487 | ||||||
| Total Contractual Obligations | $ | 1,307,502 | $ | 803,106 | ||||
We intend to fund our contractual obligations with working capital.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies and Estimates
The following discussion relates to critical accounting policies for our company. The preparation of financial statements in conformity with GAAP requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:
Revenue Recognition
The Company’s revenue recognition policy is based on the revenue recognition criteria established under the Financial Accounting Standards Board (“FASB”) – Accounting Standards Codification 606 ”Revenue From Contracts With Customers” (“ASC 606”), which has established a five-step process to govern contract revenue and satisfy each element is as follows: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as you satisfy a performance obligation. The Company records the revenue once all the above steps are completed and services are performed.
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The Company’s contracts with customers only include one performance obligation, which is to provide the delivery of truckload services. Revenue is recognized in the gross amount at a point in time when the service is completed and the benefit of our services has been transferred to the customer. This has been determined to be when the goods are delivered to its final destination point. At this point in time, the Company has a present right to payment, and the performance obligation has been met. It is not until delivery is completed that the Company completed its performance obligation. The customer is not simultaneously receiving and consuming the benefit of the performance until the delivery to its final destination. The Company has determined that during transit, which is typically within twenty four hours, it would be impractical for another entity to complete its performance obligation due to various circumstances which would not lend it to be feasible. Additionally, every performance obligation of the Company is related to a unique order number between the customer and the final destination point. If that specific order cannot be completed, the Company or another provider would need to go through a process change of receiving a new order number due to homeland security and customs restrictions which results in the customer not simultaneously receiving benefits during transit time. The Company is primarily responsible for fulfilling the promise to provide the specified service to its customers. In addition, the Company has discretion in establishing the price for the specified services and bears risk of loss of goods until delivery is completed. Transport time from pick up to the delivery of truckloads is typically within the same day. Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for those services. Because revenue is recognized at the point in time services are sold to customers, there are no contract liability balances except for when an amount is billed before the service is performed, however there may be contract asset balances for any services provided that were not billed. The Company’s revenue recognition is the same for whether the Company engages independent contractors or its brokerage model for owner operators.
Accounts Receivable, Net
Accounts receivable represent revenue earned for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company adopts the current expected credit loss model (“CECL model”) to estimate the expected credit losses, which is determined by multiplying the probability of default. The Company estimates the allowance for credit loss based on an analysis of specific accounts and an assessment of the customer’s ability to pay, among other factors. The allowance for credit losses was $123,371 as of June 30, 2026 and December 31, 2025.
Income Taxes
Historically and through December 31, 2021, the Company elected, by consent of its stockholders, to be taxed under the provisions of Subchapter S of the Internal Revenue Code and applicable state statutes. The Company made a qualified Subchapter S subsidiary election with the Internal Revenue Service and accordingly the Company’s income is to be included in the Parent’s income tax return for Federal tax purposes. The Company has also elected S Corporation status for Pennsylvania State tax purposes. The Company revoked its Subchapter S election with the Internal Revenue Service and Pennsylvania as of January 1, 2022.
As of January 1, 2022, the Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted.
The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result.
The Company evaluates uncertain income tax positions taken or expected to be taken in a tax return for recognition in its consolidated financial statements. The Company was not required to recognize any amounts from uncertain tax positions as of June 30, 2026 and December 31, 2025. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof, as well as other factors. Generally, federal, state and local authorities may examine the Company’s tax returns for three years from the date of filing.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 under the Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.
Management conducted its evaluation of disclosure controls and procedures under the supervision of our Chief Executive Officer and our Chief Financial Officer. Based upon, and as of the date of this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026.
As we disclosed in our Annual Report on Form 10-K filed with the SEC on March 25, 2026, management identified material weaknesses in our internal control over financial reporting. The material weaknesses were related to (i) we do not having an internal audit function in place to monitor the control execution which may lead a material audit adjustments to the financial statements; and (ii) lack of assessment and implementation of internal control over financial reporting in accordance with the requirement of COSO 2013 framework.
We have engaged external financial consultant with U.S. GAAP experience to help our management in financial reporting processes and are in the process of developing and implementing a comprehensive set of processes and internal controls.
Designing and implementing effective disclosure controls and procedures are a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to devote significant resources to maintaining a financial reporting system that adequately satisfies our reporting obligations. The remedial measures that we have taken and intend to take may not fully address the significant deficiencies that we have identified.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal controls over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as disclosed above, we are not currently aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
The information set forth in Note 9 “Commitments and Contingencies” to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Form 10-Q is incorporated by reference herein.
ITEM 1A. RISK FACTORS.
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Unregistered Sales of Equity Securities
On May 19, 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (collectively, the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers, in a private placement, an aggregate of 5,000,000 shares of the Company’s common stock, par value $0.0001 per share, at a purchase price of $0.83 per share, for aggregate gross proceeds to the Company of $4,150,000. The closing of the sale of the shares occurred on June 8, 2026. This transaction was previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2026. Other than as previously disclosed in current report on Form 8-K filed on May 26, 2026, there were no unregistered sales of equity securities during the period covered by this report.
Purchases of Equity Securities
No repurchases of our common stock were made during the three months ended June 30, 2026.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
Securities Trading Plans of Directors and Executive Officers
None of our directors or “officers,” as defined in Rule 16a-1(f) under the Exchange Act,
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ITEM 6. EXHIBITS.
The following exhibits are filed as part of this report or incorporated by reference:
| * | Filed herewith |
| ** | Furnished herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: August 12, 2026 | Toppoint Holdings Inc. | |
| /s/ Hok C Chan | ||
| Name: | Hok C Chan | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| /s/ Pei Zhang | ||
| Name: | Pei Zhang | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
| 15 |