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
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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
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is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No
As of November
12, 2025, there were
TOPPOINT HOLDINGS INC.
Quarterly Report on Form 10-Q
Period Ended September 30, 2025
TABLE OF CONTENTS
| PART I | ||
| FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements | F-1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 1 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 11 |
| Item 4. | Controls and Procedures | 11 |
| PART II | ||
| OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 12 |
| Item 1A. | Risk Factors | 12 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 12 |
| Item 3. | Defaults Upon Senior Securities | 12 |
| Item 4. | Mine Safety Disclosures | 12 |
| Item 5. | Other Information | 12 |
| Item 6. | Exhibits | 12 |
i
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
TOPPOINT HOLDINGS INC.
UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
F-1
TOPPOINT HOLDINGS INC.
Condensed Consolidated Balance Sheets
September 30, (Unaudited) | December 31, 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Contract assets | ||||||||
| Deferred offering costs | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Other Assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible asset, net | ||||||||
| Note receivable | ||||||||
| Right-of-use asset, net | ||||||||
| Right-of-use asset, net– related party | ||||||||
| Security deposit | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Income taxes payable | ||||||||
| Loans payable, current maturities | ||||||||
| Related party loan | ||||||||
| Lease liability, current maturities | ||||||||
| Lease liability, current maturities – related party | ||||||||
| Total Current Liabilities | ||||||||
| Loans payable, net of current maturities | ||||||||
| Lease liability, net of current maturities | ||||||||
| Lease liability, net of current maturities – related party | ||||||||
| Deferred tax liability | ||||||||
| Total Liabilities | ||||||||
| Shareholders’ Equity | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| (Accumulated Deficit) Retained earnings | ( | ) | ||||||
| Total Shareholders’ Equity | ||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
TOPPOINT HOLDINGS INC.
Unaudited Condensed Consolidated Statements of Operations
| For The Three Months Ended September 30, | For The Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Costs and expenses | ||||||||||||||||
| Costs of revenue | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total costs and expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (expense) income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income | ||||||||||||||||
| Other income | ||||||||||||||||
| Total other income, net | ||||||||||||||||
| (Loss) income before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for (benefit from) income taxes: | ||||||||||||||||
| Current | ( | ) | ||||||||||||||
| Deferred | ( | ) | ||||||||||||||
| ( | ) | |||||||||||||||
| Net (loss) income | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||
| Basic and diluted net (loss) income 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-3
TOPPOINT HOLDINGS INC.
Unaudited Condensed Consolidated Statements of Shareholders’ Equity
| Common Stock | Additional Paid-in | Retained Earnings (Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit) | Equity | ||||||||||||||||
| Balance – June 30, 2025 | $ | $ | $ | $ | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||
| Balance – September 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common Stock | Additional Paid-in | Retained Earnings (Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit) | Equity | ||||||||||||||||
| Balance – December 31, 2024 | $ | $ | $ | $ | ||||||||||||||||
| Issuance of Common Stock | ||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||
| Balance – September 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common Stock | Additional Paid-in |
Retained | Total Stockholders’ |
|||||||||||||||||
| Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||
| Balance – June 30, 2024 | $ | $ | $ | $ | ||||||||||||||||
| Net loss for the period | - | ( |
) | ( |
) | |||||||||||||||
| Balance – September 30, 2024 | $ | $ | $ | $ | ||||||||||||||||
| Common Stock | Additional Paid-in | Retained | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Earnings | Equity | ||||||||||||||||
| Balance – December 31, 2023 | $ | $ | $ | $ | ||||||||||||||||
| Net income for the period | - | |||||||||||||||||||
| Balance – September 30, 2024 | $ | $ | $ | $ | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
TOPPOINT HOLDINGS INC.
Unaudited Condensed Consolidated Statements of Cash Flows
| For The Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) income | $ | ( | ) | $ | ||||
| Adjustments to reconcile from net (loss) income to net cash provided by (used in) operating activities: | ||||||||
| Amortization of right-of-use assets | ||||||||
| Depreciation | ||||||||
| Deferred taxes | ( | ) | ||||||
| Amortization of intangible assets | ||||||||
| Stock-based compensation | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Contract assets | ( | ) | ( | ) | ||||
| Prepaid and other current assets | ( | ) | ( | ) | ||||
| Security deposit | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Income taxes payable | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ||||||
| Lease payable | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Note receivable | ( | ) | ||||||
| Purchase of intangible assets | ( | ) | ||||||
| Advances to stockholder | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Deferred offering costs | ( | ) | ||||||
| Proceeds from note payable | ||||||||
| Repayments of note payable | ( | ) | ||||||
| Issuance of common stock, net of issuance cost | ||||||||
| Net cash provided by financing activities | ||||||||
| Net decrease 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 | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
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 unaudited condensed 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 and importers to the ports of Newark, NJ, Philadelphia, PA and Baltimore, MD
Basis of Presentation and Principals of Consolidation
The accompanying unaudited condensed unaudited 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 year ended December 31, 2024 and 2023 included in the Company’s Annual Report on Form 10-K , as filed with the Securities and Exchange Commission on April 15, 2025. 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 nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Toppoint, Inc. All intercompany balances and transactions are eliminated in consolidation.
F-6
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.
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 assets fair market value is recognized when the carrying amount exceeds the undiscounted cash flows.
The impairment loss is recorded as an expense and a direct write-down of the asset. impairment loss was recorded for the nine months ended September 30, 2025 and 2024.
F-7
Deferred Offering Costs
Deferred offering costs represents specific incremental
costs incurred by the Company directly attributable to a proposed offering of securities. These amounts have been deferred and will be
charged against the gross proceeds of the offering. These offering costs include fees paid to underwriters, attorneys, accountants as
well as printers and other third parties directly related to the offering. Costs such as management salaries or other general administrative
expenses that are not incremental to the offering are not included in the deferred costs. Deferred offering costs amounted to $
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.
| 2025 | 2024 | |||||||
| Commodity | ||||||||
| Paper | $ | $ | ||||||
| Import | ||||||||
| Metal | ||||||||
| Log | ||||||||
| Plastic | ||||||||
| $ | $ | |||||||
The Company disaggregates their revenue by the type of commodity, as shown below for the nine months ended September 30, 2025 and 2024.
| 2025 | 2024 | |||||||
| Commodity | ||||||||
| Paper | $ | $ | ||||||
| Import | ||||||||
| Metal | ||||||||
| Log | ||||||||
| Plastic | ||||||||
| $ | $ | |||||||
F-8
Accounts Receivable, net and Contract Assets
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 adopt the current
expected credit loss model (“CECL mode l”) 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. At September
30, 2025, and December 31, 2024, the Company recorded an allowance for credit losses accounts in the amount of $
Contract assets include unbilled amounts from services which have been
provided and revenue recognized. Contract asset balances 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 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 consolidated statements of operations. Stock-based compensation expense to non-employees is reported within marketing and business development expense in the condensed consolidated statements of operations.
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 and cash equivalent, accounts receivable, inventories, prepaid expenses and other current assets, short-term loan payable, accounts payable, accrued expenses and other current liabilities and deferred revenue approximate the fair value of the respective assets and liabilities as of September 30, 2025 and December 31, 2024 based upon the short-term nature of the assets and liabilities.
The Company believes that the carrying amount of long-term loan approximates its fair value at September 30, 2025 and December 30, 2024 based on the terms of the borrowings and current market rates as the rates of the borrowings are reflective of the current market rates.
F-9
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 nine months ended September 30, 2025 and 2024. 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
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 September 30, 2025 and 2024, the Company had potentially dilutive securities.
Recent Accounting Pronouncements
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (“Topic 326”)”. The ASU introduces a new accounting model, the Current Expected Credit Losses model (“CECL”), which requires earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses at the time the financial asset is originated or acquired. ASU 2016-13 is effective for annual period beginning after December 15, 2022, including interim reporting periods within those annual reporting periods. The Company has adopted this guidance as of January 1, 2023, and it did not have a material impact on its unaudited condensed consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which requires enhanced disclosures regarding significant segment expenses and other segment items for public entities on both an annual and interim basis. Specifically, the update required that entities provide, during interim periods, all disclosures related to a reportable segment’s profit or loss and assets that were previously required only on an annual basis. Additionally, this guidance necessitates the disclosure of the title and position of the Chief Operating Decision Maker (“CODM”). The new guidance does not modify how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years starting after December 15, 2024. This ASU must be applied retrospectively to all prior periods presented. The Company adopted this ASU during the year ended December 31, 2024, and it did not have a material impact on its unaudited condensed consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company has adopted this guidance as of January 1, 2025, and it did not have a material impact on its unaudited condensed consolidated financial statements.
In March 2025, the FASB issued ASU 2025-02—Liabilities (405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122. The amendments in this Update are effective immediately and on a fully retrospective basis to annual periods beginning after December 15, 2024. The Company is currently evaluating the effect of adoption of this standard to its consolidated financial statements and disclosures.
F-10
NOTE 3: LIQUIDITY
The Company incurred a net loss of $
NOTE 4: NOTE 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 5: PROPERTY AND EQUIPMENT, NET AND INTANGIBLE ASSETS
Property and equipment, net, consist of the following:
| September 30, 2025 (unaudited) | December 31, 2024 | Useful Life | ||||||||
| Leasehold improvements | $ | $ | ||||||||
| Equipment* | ||||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||||
| Property and Equipment, net | $ | $ | ||||||||
| ● | The equipment was pledged as collateral to guaranty the Company’s borrowing from M&T Bank (see Note 6). |
Depreciation expense amounted to $
Intangible assets, net, consist of the following:
| September 30, 2025 (unaudited) | December 31, 2024 | |||||||
| Software development | $ | $ | ||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Software development, net | $ | $ | ||||||
Amortization expense amounted to $
F-11
NOTE 6 – LOANS PAYABLE
Loans payable is summarized as follows:
| Description | Loan Date | Loan Amount | Interest Rate | Maturity Date | Remaining Principal Balance as of September 30, 2025 (unaudited) | Remaining Principal Balance as of December 31, 2024 | ||||||||||||||
| Economic Injury Disaster Loan (“EIDL”)* | $ | % | $ | $ | ||||||||||||||||
| M&T Term Loan** | $ | % | $ | |||||||||||||||||
| Less current maturities | ||||||||||||||||||||
| $ | $ | |||||||||||||||||||
| * |
| ** |
Interest expense on loans payable amounted to $
At September 30, 2025, combined scheduled maturities of the outstanding debt are as follows:
| For the Periods Endings: | ||||
| 2025 (remaining) | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| $ | ||||
NOTE 7 – LEASES
The Company leases an office and automobiles under non-cancelable
operating lease agreements. The leases have remaining lease terms ranging from
Supplemental balance sheet information related to leases is as follows:
| Balance Sheet Location | September 30, 2025 (unaudited) | December 31, 2024 | ||||||
| Operating Leases | ||||||||
| Right-of-use assets, net | $ | $ | ||||||
| Right-of-use assets – related party, net | ||||||||
| Lease liability, current maturities | ( | ) | ( | ) | ||||
| Lease liability, current maturities – related party | ( | ) | ||||||
| Lease liability, net of current maturities | ( | ) | ( | ) | ||||
| Lease liability, net of current maturities – related party | ( | ) | ||||||
| Total operating lease liabilities | $ | ( | ) | $ | ( | ) | ||
| Weighted Average Remaining Lease Term | ||||||||
| Operating leases | ||||||||
| Weighted Average Discount Rate | ||||||||
| Operating leases | % | % | ||||||
F-12
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’s has entered into two office leases with related parties, which are the chief executive officer and a family member of the chief executive officer.
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 September 30, | Operating | |||
| 2025 (remaining) | $ | |||
| 2026 | ||||
| 2027 | ||||
| Total lease payments | ||||
| Less: Imputed interest | ||||
| Present value of lease liabilities | $ | |||
Total lease expense for leases accounted for
under ASC 842 amounted to $
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 8 – 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) | Trend Intermodal Chassis
Leasing LLC (“Trend”) filed a lawsuit against Toppoint Inc. in the Superior Court of New Jersey on August 16, 2024, alleging
breach of contract under a Master Equipment Lease Agreement and Lease for intermodal chassis and GPS units. Trend claimed that Toppoint
failed to make timely rental payments and return the leased equipment, despite repeated demands. Trend sought at least $ |
| (2) | 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 claims are without merit and intend to continue to vigorously defend against them. The Company does not believe there is a probable and estimable loss as of September 30, 2025. |
F-13
NOTE 9: STOCKHOLDERS’ EQUITY
At September 30, 2025, 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 for the nine months ended September 30, 2025 are 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, 2025 | $ | |||||||||||||||
| Granted | ||||||||||||||||
| Expired | ||||||||||||||||
| Exercised | ||||||||||||||||
| Outstanding and exercisable – September 30, 2025 | $ | $ | ||||||||||||||
F-14
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
On May 21, 2025, the Company granted
Because the Company does not have significant historical data on employee exercise behavior, the Company uses the “Simplified Method” to calculate the expected life of the stock-based option awards granted to employees. The simplified method is calculated by averaging the vesting period and contractual term of the options.
On September 25, 2025, the Company entered into a Cancellation Agreement with its Chief Financial Officer whereas the CFO Options were cancelled and no options remain exercisable or outstanding. No additional compensation was recognized and thus the Company did not reverse the previously recognized expense.
The following table summarizes stock-based option activities and changes during the nine months ended September 30, 2025 as described below:
| Shares | Weighted Average Fair Value Per Share | Weighted Average Exercise Price Per Share | Weighted Average Remaining Terms (in years) | Aggregate Intrinsic Value | ||||||||||||||||
| Outstanding – December 31, 2024 | $ | $ | ||||||||||||||||||
| Granted | — | — | ||||||||||||||||||
| Exercised | — | — | — | — | — | |||||||||||||||
| Cancelled | ( | ) | ||||||||||||||||||
| Outstanding – September 30, 2025 | $ | $ | ||||||||||||||||||
On September 15, 2025, the Company formally granted
NOTE 10: 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 March 31, 2025. The Company’s bank balances exceeded FDIC insured amounts at times during the periods ending September 30, 2025 and December 31, 2024.
During the three months September 30, 2025, two
customers accounted for approximately
NOTE 11: RELATED PARTY TRANSACTIONS
As disclosed in Note 7, the Company leases office
spaces from related parties. As of September 30, 2025, right-of use assets -related party balance was $
The Company prepaid $
For
the nine months ended September 30, 2025, the Company paid our Chief Financial Officer $
F-15
For the three months ended September 30, 2025
and 2024, the Company paid $
For the three months ended September 30, 2025
and 2024, the Company paid $
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 $
Interest expense on such amount was $
NOTE 12: INCOME TAXES
The Company’s provision for income taxes consists of the following for the nine months ended September 30, 2025 and 2024:
| 2025 | 2024 | |||||||
| Current: | ||||||||
| Federal | $ | $ | ||||||
| State and local | ||||||||
| Total current | ||||||||
| Deferred: | ||||||||
| Federal | $ | ( | ) | $ | ||||
| State and local | ( | ) | ||||||
| Total deferred | ( | ) | ||||||
| Income tax provision | $ | ( | ) | $ | ||||
A reconciliation of the federal statutory rate
of
| 2025 | 2024 | |||||||
| Benefit for income taxes at federal statutory rate | % | % | ||||||
| State and local income taxes, net of federal benefit | ||||||||
| Meals and entertainment | ( | ) | ||||||
| Fines and penalties | ||||||||
| 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 September 30, 2025 (unaudited) and December 31, 2024 as follows:
| 2025 | 2024 | |||||||
| Net operating loss | $ | $ | ||||||
| Accounts and contracts receivable | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ||||||||
| Depreciation | ( | ) | ( | ) | ||||
| Stock-based compensation | ||||||||
| Lease liability | ( | ) | ( | ) | ||||
| Net deferred tax asset (liability) | ( | ) | ||||||
| Less: valuation allowance | ( | ) | ||||||
| $ | $ | ( | ) | |||||
F-16
As
of September 30, 2025, 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 nine months ended September 30, 2025 resulted from a payment for income taxes due with its prior year return.
NOTE 13: SEGMENT INFORMATION
The Company operates as
| For The Three Months Ended September 30, 2025 | For The Three Months Ended September 30, 2024 | |||||||
| Revenue | $ | $ | ||||||
| Costs and expenses | ||||||||
| Independent contractor drivers | ||||||||
| Insurance | ||||||||
| Truck maintenance costs | ||||||||
| Equipment rental | ||||||||
| Other costs of revenue | ||||||||
| Total costs of revenue | ||||||||
| General and administrative expenses | ||||||||
| Stock-based compensation | ||||||||
| Other general and administrative expenses | ||||||||
| Total general and administrative expenses | ||||||||
| Total costs and expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Other income | - | |||||||
| Total other income, net | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | - | |||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
F-17
| For The Nine Months Ended September 30, 2025 | For The Nine Months Ended September 30, 2024 | |||||||
| Revenue | $ | $ | ||||||
| Costs and expenses | ||||||||
| Independent contractor drivers | ||||||||
| Insurance | ||||||||
| Truck maintenance costs | ||||||||
| Equipment rental | ||||||||
| Other costs of revenue | ||||||||
| Total costs of revenue | ||||||||
| General and administrative expenses | ||||||||
| Stock-based compensation | ||||||||
| Other general and administrative expenses | ||||||||
| Total general and administrative expenses | ||||||||
| Total costs and expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Other income | - | |||||||
| Total other income, net | ||||||||
| (Loss) income before income taxes | ( | ) | ||||||
| Provision for income taxes | ( | ) | ||||||
| Net (loss) income | $ | ( | ) | $ | ||||
NOTE 14: EARNINGS (LOSS) PER SHARE
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 September 30, 2025 and 2024, the Company had potentially dilutive securities.
NOTE 15: SUBSEQUENT EVENTS
On
October 1, 2025, the Company entered into a loan agreement with a third-party lender pursuant to which it borrowed $
The Company evaluated subsequent events through November 14, 2025 to ensure that this filing includes appropriate disclosures of events both recognized in the condensed consolidated financial statements as of September 30, 2025, and events which occurred subsequent to September 30, 2025 but were not recognized in the unaudited condensed consolidated financial statements. The Company has determined that there were no subsequent events which required recognition, adjustment to or disclosure in the unaudited condensed consolidated financial statements, except the events described above.
F-18
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.
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.
1
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. Additionally, we are rapidly expanding in the import vertical of drayage trucking as a final mile provider. This strategic expansion allows for double usage of each container—handling inbound freight via import orders and reusing containers for outbound freight via export orders—thereby generating revenue in both directions per move without requiring doubling our fleet. To support this strategy, we have upgraded our chassis, purchasing brand new adjustable 20’/40’ models to add versatility to handle any standard-size container without requiring a swap.
Our client base includes largest Fortune 500 waste companies and over 280 recycling centers and commodity traders that operate in nearly 2,300 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.
On January 23, 2025, we closed our initial public offering of 2,500,000 shares of common stock, at an offering price of $4.00 per share, for gross proceeds of $10,000,000. Our common stock began trading on NYSE American on January 22, 2025, under the symbol “TOPP.”
Recent Developments
We have expanded our operations by securing additional clients, introducing new service offerings, growing partnerships with existing clients and entering new geographic markets since early 2025:
| ● | Import Drayage Expansion: Secured a new partnership with a New Jersey freight broker, managing 200+ monthly import loads with potential fourfold growth, improving operational efficiency, which is expected to generate over $2.1 million in additional revenue in 2025. |
| ● | 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. |
| ● | Refrigerated Logistics Growth: Launched cold-chain logistics services, managing refrigerated containers at major ports to diversify service offerings, stabilize revenue, and capitalize on a high-growth market. |
| ● | Recycling & Waste Management Expansion: Secured a new partnership with Casella Waste Systems (“Casella”), an industry leader in resource renewal and sustainability, to support Casella’s Springfield, Massachusetts facility; and increased service capacity with existing client Waste Management, adding 1,000 new loads and up to $2 million in additional annual revenue in 2025. |
| ● | Vietnam Freight Operations: Expanded import logistics through a new partnership with a premier Vietnamese freight company, which will optimize fleet utilization and is expected to drive 30% year-over-year revenue growth in 2025. |
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.
2
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 September 30, 2025 and 2024
The following table sets forth key components of our results of operations during the three months ended September 30, 2025 and 2024, together with the corresponding period-over-period changes.
| Three Months Ended September 30, | Increase (Decrease) | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| Revenue | $ | 4,494,932 | $ | 3,736,672 | $ | 758,260 | 20 | % | ||||||||
| Costs and expenses | ||||||||||||||||
| Costs of revenue | 3,124,049 | 3,279,109 | (155,060 | ) | (5 | )% | ||||||||||
| General and administrative | 5,600,635 | 892,709 | 4,707,926 | 527 | % | |||||||||||
| 8,724,684 | 4,171,818 | 4,552,866 | 109 | % | ||||||||||||
| Loss from operations | (4,229,752 | ) | (435,146 | ) | (3,794,606 | ) | (872 | )% | ||||||||
| Total other income, net | 83,095 | 407,762 | (324,666 | ) | (80 | )% | ||||||||||
| Net loss before income taxes | (4,146,657 | ) | (27,384 | ) | (4,119,272 | ) | (15,042 | )% | ||||||||
| Provision for (benefit from) income taxes | - | 138 | (138 | ) | (100 | )% | ||||||||||
| Net loss | $ | (4,146,657 | ) | $ | (27,522 | ) | $ | (4,119,134 | ) | (14,966 | )% | |||||
3
Revenue
Revenue for the three months ended September 30, 2025 and 2024 was $4,494,932 and $3,736,672, respectively, representing an increase of $758,260 or 20.3%. The revenue increase in the third quarter of 2025 was mainly due to an increase in production in scrap metal and the company’s continued growth into the import vertical allowing for increased efficiency with multi-container usage per order.
Our revenue consisted of the following during the three months ended September 30, 2025, and 2024:
| 2025 | 2024 | |||||||
| Commodity | ||||||||
| Paper | $ | 2,068,333 | $ | 2,537,865 | ||||
| Import | 1,576,960 | 734,691 | ||||||
| Metal | 716,097 | 331,681 | ||||||
| Log | 94,217 | 62,740 | ||||||
| Plastic | 39,325 | 69,695 | ||||||
| $ | 4,494,932 | $ | 3,736,672 | |||||
Waste Paper. Revenue attributable to the transportation of waste paper fell to $2,068,333 for the three months ended September 30, 2025, an 18.5% change from $2,537,865 in the prior-year period. The decrease was principally attributed to a lower volume of outbound loads originating from recycling plants, driven by a shift in domestic mill demand to fulfill the increased containerboard recycling capacity.
Import. Import-related revenue increased to $1,576,960 compared with $734,691 in the three-month period ended September 30, 2024, representing a 114.6% increase. The increase was primarily attributable to an increase in production, which is a result of large import client acquisition and our ability to service with new equipment that is versatile and adjustable to provide double usage to handle more import containers.
Metal. Revenue derived from the movement of ferrous and non-ferrous scrap metals grew to $716,097, as compared to $331,681 in the prior-year quarter, a period-over-period increase of 115.9%. The increase largely reflects growth in the volume our scrap metal customers produced in this year. The tariffs imposed on imported non-ferrous metals along with metal recycling mills being full of inventory have helped keep non-ferrous and scrap metal exports strong.
Log. Log-hauling revenue totaled $94,217, up 50.1% from $62,740 in the three months ended September 30, 2024. China’s suspension of processing hardwood lumber in March 2025 led to a decline in log exports. However, rerouting shipments to Vietnam offset the impact.
Plastic. Revenue from the plastic commodity vertical reached $39,325, a period-over-period decrease of 43.6% compared with $69,695 in the prior-year quarter. This decrease is led by a decrease in US plastics exports to China caused by tariff negotiations.
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 and other directly related costs. Our costs of revenue for the three months ended September 30, 2025 and 2024 were $3,124,049 and $3,279,109, respectively, representing a decrease of 5%.
Gross profit As a result of the foregoing, our gross profit increased by $913,320 or 200% to $1,370,883 for the three months ended September 30, 2025 from $457,563 for the three months ended September 30, 2024. As a percentage of revenue, gross profit margin increased to 30% for the three months ended September 30, 2025, as compared to 12% for the three months ended September 30, 2024.
General and administrative expenses Our general and administrative expenses consist primarily of automobile, office, insurance, payroll and rent expenses. Our general and administrative expenses increased by $4,707,926 or 527% to $5,600,635 for the three months ended September 30, 2025 from $892,709 for the three months ended September 30, 2024. This change primarily results from an increase in professional fees from going public, travel expenses related to business development and depreciation expense, as well as the recognition of stock-based compensation in the amount of $3,781,000 (see condensed unaudited financial statements Note 9 for details).
4
Income tax expense
We recorded a provision for income benefits of $0 for the three months ended September 30, 2025, as compared to $138 for the three months ended September 30, 2024.
Net loss
Net loss for the three months ended September 30, 2025 and 2024 was $4,146,657 and $27,522, respectively. The increase in net loss was primarily due to the increase in general and administrative expenses, which included approximately $3.78 million of stock-based compensation recognized during the third quarter of 2025.
Comparison of Nine Months Ended September 30, 2025 and 2024
The following table sets forth key components of our results of operations during the nine months ended September 30, 2025 and 2024, together with the corresponding period-over-period changes.
| Nine months Ended September 30, | Increase (Decrease) | |||||||||||||||
| 2025 | 2024 | $ | % | |||||||||||||
| Revenue | $ | 12,275,466 | $ | 12,167,956 | $ | 107,510 | 1 | % | ||||||||
| Costs and expenses | ||||||||||||||||
| Costs of revenue | 9,951,296 | 10,378,455 | (427,159 | ) | (4 | )% | ||||||||||
| General and administrative | 8,550,152 | 1,870,654 | 6,679,498 | 357 | % | |||||||||||
| 18,501,448 | 12,249,109 | 6,252,341 | 51 | % | ||||||||||||
| (Loss) income from operations | (6,225,982 | ) | (81,153 | ) | (6,144,829 | ) | (7,572 | )% | ||||||||
| Other income, net | 4,170 | 405,021 | (400,851 | ) | (99 | )% | ||||||||||
| Net (loss) income before income taxes | (6,221,812 | ) | 323,868 | (6,545,680 | ) | (2,021 | )% | |||||||||
| Provision for (benefit from) income taxes | (15,159 | ) | 96,182 | (111,341 | ) | (116 | )% | |||||||||
| Net (loss) income | $ | (6,206,653 | ) | $ | 227,686 | $ | (6,434,339 | ) | (2,826 | )% | ||||||
Revenue
Revenue for the nine months ended September 30, 2025 and 2024 was $12,275,466 and $12,167,956, respectively, representing an increase of $107,510 or 1%. Revenue increased slightly in the first nine months of 2025, primarily driven by higher volumes in import, metal, and log commodity transport. This growth was partially offset by lower second-quarter production, which was measured against unusually high volumes in the prior-year period associated with container recovery services following the Baltimore bridge collapse in 2024.
Our revenue consisted of the following during the nine months ended September 30, 2025, and 2024:
| 2025 | 2024 | |||||||
| Commodity | ||||||||
| Paper | $ | 6,738,908 | $ | 7,996,703 | ||||
| Import | 3,679,425 | 2,817,034 | ||||||
| Metal | 1,397,093 | 881,626 | ||||||
| Log | 308,270 | 224,065 | ||||||
| Plastic | 151,770 | 248,528 | ||||||
| $ | 12,275,466 | $ | 12,167,956 | |||||
Waste Paper. Waste Paper revenue for the nine months ended September 30, 2025 totaled $6,738,908, a 15.7% decrease from the $7,996,703 recognized in the prior period. The year-over-year variance primarily reflects a lower volume of outbound loads originating from recycling plants attributable to steady demand from domestic recyclers as well as trade interruptions due to US tariffs causing a decrease in export volumes to Southeast Asia.
5
Import. Import revenue, which comprises drayage and inland transit of containerized freight arriving at New York/New Jersey, Philadelphia, and Baltimore Ports, amounted to $3,679,425, reflecting a 30.6% increase as compared to $2,817,034 in the prior-year period. Strategic import client acquisition paired with a new versatile 20/40 split chassis fleet have allowed the Company to concentrate growth efforts into the import vertical and navigate effectively through port congestion, resulting in the year-over-year growth.
Metal. Scrap metal revenue reached $1,397,093 in the nine months ended September 30, 2025, a 58.5% increase from $881,626 in the prior period. The increase was principally driven by a resurgence in scrap generation and recycling activity, which translated into higher demand for outbound scrap metal movements.
Log. Log revenue totaled $308,270, representing a 37.6% increase relative to $224,065 in the prior-year period. Though the Company is showing consistent strength, the overall softness in log export volume stemmed from a suspension of Chinese production of US lumber that went into effect in March 2025. Volumes may hold consistent as log exporters increase their near-term shipments in response to the “New York Deforestation Act” currently Bill A8673, which will limit deforestation in the localized area if passed.
Plastic. Plastic revenue was $151,770 for the nine months ended September 30, 2025, a 38.9% decrease compared with $248,528 in the prior-year period. The decline in resin production during refinery turnaround season reduced outbound shipment counts early in the year, compounded by a decrease in demand for exported recycled plastic to China. The Company continues to service this vertical, but, due to the volatility, focuses on more stabilized commodities.
Management believes the first-nine months results demonstrate our ability to leverage specialized equipment, disciplined pricing, and data-driven network optimization to navigate dynamic demand conditions across diverse commodity sectors. While customer order patterns in the last quarter of the year will continue to be influenced by macroeconomic trends, we remain focused on driving profitable revenue growth through strategic fleet investments, targeted lane expansions, and continuous service enhancements.
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 and other directly related costs. Our costs of revenue for the nine months ended September 30, 2025 and 2024 was $9,951,296 and $10,378,455, respectively, representing a decrease of 4%. Such decrease was the result of cost savings measures as well due to the Company’s management of its drive labor force to maintain minimum viable activity relative to forecasted volumes in the third quarter of 2025.
Gross profit As a result of the foregoing, our gross profit increased by $534,669 to $2,324,170 for the nine months ended September 30, 2025 from $1,789,501 for the nine months ended September 30, 2024. As a percentage of revenue, gross profit margin increased to 19% for the nine months ended September 30, 2025, from 15% for the nine months ended September 30, 2024.
General and administrative expenses Our general and administrative expenses consist primarily of automobile, office, insurance, payroll and rent expenses. Our general and administrative expenses increased by $6,679,499 or 357% to $8,550,152 for the nine months ended September 30, 2025 from $1,870,653 for the nine months ended September 30, 2024. This change primarily results from an increase in professional fees from going public, travel expenses related to business development and depreciation expense, as well as the recognition of stock-based compensation in the amount of $4,766,550.
Income tax expense
We recorded a provision for income benefits of $(15,159) for the nine months ended September 30, 2025, as compared to $96,182 for the nine months ended September 30, 2024, a decrease of $111,341 or 116%. The decrease in the income tax expense mainly resulted from a net loss for the nine months ended September 30, 2025.
Net (loss) income
Net (loss) income for the nine months ended September 30, 2025 and 2024 was $(6,206,653) and $227,686, respectively. The increase in net loss was primarily due to the increase in general and administrative expenses, including the recognition of stock-based compensation in the amount of $4,766,550 during the nine months ended September 30, 2025.
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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 nine months ended September 30, 2025 and 2024. Our revenue generation directly corresponds to NLC but is also impacted by the rates charged to customers.
| Nine months ended September 30, 2025 | Nine months ended September 30, 2024 | |||||||||||||||
| Number of Loads Completed | Percentage in Total NLC | Number of Loads Completed | Percentage in Total NLC | |||||||||||||
| Waste Paper | 9,899 | 59.4 | % | 12,438 | 72.7 | % | ||||||||||
| Metal | 1656 | 9.9 | % | 949 | 5.6 | % | ||||||||||
Log | 284 | 1.7 | % | 205 | 1.2 | % | ||||||||||
| Import | 4,645 | 27.9 | % | 3,179 | 18.6 | % | ||||||||||
| Plastic | 185 | 1.1 | % | 343 | 2.0 | % | ||||||||||
| Total | 16,669 | 100 | % | 17,114 | 100 | % | ||||||||||
For the nine months ended September 30, 2025, the NLC for Waste Paper declined by 2,539, or 20.4%, to 9,899, from 12,438 for the nine months ended September 30, 2024. The decrease was primarily attributed to an industry-wide decrease in scrap paper export volume with domestic demand still rising from US paper mills.
For the nine months ended September 30, 2025, the NLC for Metal increased by 707 or 74.5%, to 1,656, from 949 for the nine months ended September 30, 2024. The increase was due to consistent orders from metal clients acquired in 2024 in the waste metal space and domestic aluminum mills being full prompting an increase in the export of non-ferrous metals.
For the nine months ended September 30, 2025, the NLC for Log increased by 79, or 38.5%, to 284, from 205 for the nine months ended September 30, 2024. The increase primarily reflected a push by log exported to beat limitations on the volume of trees deforested for logging in the New York state we service and a suspension of production on US lumber by China in March of 2025 that was rerouted to Vietnam at a higher demand.
For the nine months ended September 30, 2025, the NLC for Import increased by 1,466, or 46.1%, to 4,645, from 3,179 for the nine months ended September 30, 2024. The increase was due to increased consistent work from new import customers and added versatility from import focused equipment allowing multi-use efficiency to navigate and overcome congestion in the ports the Company services. The Company has seen success enabling import customers to increase inbound volume to beat imposing tariffs. The Import client acquisition strategy will continue to be a target of the Company.
For the nine months ended September 30, 2025, the NLC for Plastic decreased by 158, or 46.1%, to 185, from 343 for the nine months ended September 30, 2024. The decrease was due to industry-wide decreases in exports for plastics.
For the nine months ended September 30, 2025, the total NLC decreased by 445, or 2.6%, to 16,669, from 17,114 for the nine months ended September 30, 2024. Despite the slight decrease in NLC, the Company is seeing much more stability in emerging verticals like metal and import as the focus of their growth is yielding stronger revenue results. Paired with the Company’s increased operational capacity to be more efficient with its newly acquired equipment that provides double usage of a single container via import and export, the Company’s ability of navigating effectively through port congestion will allow the Company to significantly reduce idle time, improve asset utilization, and strengthen its competitive advantage in high-volume port operations.
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Liquidity and Capital Resources
As of September 30, 2025 and December 31, 2024, we had cash of $463,352 and $557,619, 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.
During the nine months ended September 30, 2025, we had a net loss of $6,206,653 and net cash used in operations of $1,584,551, which resulted primarily from an increase in professional fees resulting from our IPO, non cash stock-based compensation expense of $4,766,550, as well as increased current income tax expense from prior years liabilities. We believe that our current levels of cash will be sufficient to meet our anticipated cash needs for our operations for at least the next 12 months, including our anticipated costs associated with becoming a public reporting company. 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. 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 nine months ended September 30, 2025 and 2024:
| Nine months Ended | ||||||||
| September 30, 2025 |
September 30, 2024 |
|||||||
| Net cash used in operating activities | $ | (1,584,551 | ) | $ | (812,823 | ) | ||
| Net cash (used in) provided by investing activities | (6,262,944 | ) | 164,661 | |||||
| Net cash provided by financing activities | 7,753,228 | 417,872 | ||||||
| Net decrease in cash | (94,267 | ) | (230,290 | ) | ||||
| Cash at beginning of period | 557,619 | 1,455,976 | ||||||
| Cash at end of period | $ | 463,352 | $ | 1,225,686 | ||||
Operating Activities
Operating activities used net cash of $1,584,551 during the nine months ended September 30, 2025, and used $812,823 during the nine months ended September 30, 2024. Cash used in operating activities increased by approximately $771,728 primarily due to increase in net loss of $6,434,340, increase in amortization of ROU of $85,638, increase in depreciation of $320,236, stock-based compensation of $4,766,550, increase in amortization of $201,654, deferred taxes of $283,290, and an overall decrease of $571,821 from the change in operating assets and liabilities, for the nine months ended September 30, 2025 in comparison of the nine months ended September 30, 2024.
Investing Activities
Investing activities used net cash of $6,262,944 during the nine months ended September 30, 2025, and provided $164,661 during the nine months ended September 30, 2024. Cash used in investing activities increased by $6,427,605 from the corresponding period of the prior year. The change is mainly due to $1,012,944 from the purchases of property and equipment and $5,250,000 from the issuance of notes receivable.
Financing Activities
Financing activities provided net cash of $7,753,228 during the nine months ended September 30, 2025, and $417,872 during the nine months ended September 30, 2024. Cash from financing activities increased by $7,335,356. The change is primally due to $8,459,232 received from the issuance of common stock and $328,500 from proceeds of loans payable and net off repayments of $1,034,504. The September 30, 2024 amount is due to $182,129 paid for deferred offering costs.
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Cash Requirements from Known Contractual and Other Obligations
The following table summarizes our contractual obligations as of September 30, 2025 and as for the 12 months thereafter:
| Contractual Obligations | As of September 30, 2025 | For the quarter ended September 30, 2026 | ||||||
| Operating lease obligations | $ | 573,538 | $ | 306,024 | ||||
| Total Contractual Obligations | $ | 573,538 | $ | 306,024 | ||||
We intend to fund our contractual obligations with working capital.
Initial Public Offering and Underwriting Agreement
On January 21, 2025, we 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 2,500,000 shares of common stock (the “IPO Shares”). Pursuant to the Underwriting Agreement, in exchange for AGP’s firm commitment to purchase the IPO Shares, the Company agreed to sell the IPO Shares to AGP at a purchase price of $3.72 (93% of the public offering price per share of $4.00, after deducting underwriting discounts and before deducting a 1% non-accountable expense allowance). The Company also agreed to issue AGP warrants (the “Representative’s Warrant”) to purchase 5% of the aggregate number of the IPO Shares, at an exercise price equal to $4.80, equal to 120% of the public offering price, subject to adjustment.
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 $10,000,000. After deducting the underwriting discounts, non-accountable expense allowance, and other expenses from the gross proceeds, the Company received net proceeds of approximately $8.28 million. The Company also issued AGP the Representative’s Warrant exercisable for the purchase of 125,000 shares of common stock at an exercise price of $4.80 per share, subject to adjustment. The Representative’s Warrant may be exercised by payment of cash or by a cashless exercise provision, and may be exercised at any time for three (3) years following the date of commencement of sales of the initial public offering, in whole or in part.
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, or the Final IPO Prospectus.
The IPO Registration Statement included the registration for sale of an additional 375,000 shares of common stock at the public offering price of $4.00 per share upon full exercise of the underwriters’ over-allotment option. The additional shares of common stock underlying the Representative’s Warrant registered for sale by the IPO Registration Statement included 18,750 shares of common stock that the underwriters had the option to purchase upon exercise of the Representative’s Warrant which would be issuable upon full exercise of the underwriters’ over-allotment option. The underwriters’ over-allotment option expired unexercised.
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.
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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.
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 adopt 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. At September 30, 2025, and December 31, 2024, the Company recorded an allowance for credit losses accounts in the amount of $123,371. The balance of accounts receivable, net as of September 30, 2025 and December 31, 2024 amounted to $1,512,449 and $1,203,001, respectively.
10
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 for the nine months ended September 30, 2025 and 2024. 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.
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 September 30, 2025. 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 September 30, 2025.
As we disclosed in our Annual Report on Form 10-K filed with the SEC on April 15, 2025, management identified significant deficiencies in our internal control over financial reporting. The significant deficiencies that have been identified relate to our lack of robust and formal financial reporting policies and procedures in place to address SEC disclosure requirements.
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 to timely and appropriately (i) identify transactions that may be subject to complex U.S. GAAP accounting treatment, (ii) analyze the transactions in accordance with the relevant U.S. GAAP, and (iii) review the accounting technical analysis.
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
Except for the matters described above, there were no changes in our internal controls over financial reporting during the quarter ended September 30, 2025 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. 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 8 “Commitments and Contingencies” to our 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
Other than as previously disclosed in current reports on Form 8-K, 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 September 30, 2025.
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,
ITEM 6. EXHIBITS.
The following exhibits are filed as part of this report or incorporated by reference:
| Exhibit No. | Description | |
| 31.1* | Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1** | Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2** | Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | 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: November 14, 2025 | Toppoint Holdings Inc. | |
| /s/ Hok C Chan | ||
| Name: | Hok C Chan | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| /s/ John Feliciano III | ||
| Name: | John Feliciano III | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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