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Toppoint Holdings Inc.

For the period ended Sep 30, 2025. Filed Nov 14, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 14, 2025

TOPP$0.11-3.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-14.

0001213900-25-076782

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-14.

0001213900-25-110927

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 103 previous paragraphs and 103 current paragraphs.

60 unchanged; 36 reworded; 7 added; 7 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 27 previous and 27 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (7)

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.
Removed paragraphs (7)

Previous report

Revenue for the three months ended June 30, 2025 and 2024 was $3,968,924 and $4,697,387, respectively, representing a decrease of $728,463 or 16%. The revenue decrease in the second quarter of 2025 was mainly due to a decrease in production, which was compared against the anomalous increase resulting from servicing container recovery following the force majeure caused by the Baltimore bridge collapse in 2024, as well as ship volume interruption due to the global tariffs.

Previous report

Import. Import-related revenue dropped to $1,231,751 compared with $1,469,671 in the three-month period ended June 30, 2024, representing a 16.2% change. The decrease was primarily attributable to a reduction in production, which was compared against the anomalous increase resulting from servicing container recovery following the force majeure caused by the Baltimore bridge collapse in 2024. Despite the decrease, the Company continued to service high volumes of import containers organically and shipping volume into the Port of New York/New Jersey was experiencing record volume from importers aiming to beat tariffs on their good during the three months ended June 30, 2025.

Previous report

Revenue for the six months ended June 30, 2025 and 2024 was $7,780,534 and $8,431,284, respectively, representing a decrease of $650,750 or 8%. The revenue decrease in 2025 was mainly due to a decrease in the second quarter production that was compared against the anomalous increase resulting from servicing container recovery following the force majeure caused by the Baltimore bridge collapse in 2024, as well as ship volume interruption due to the global tariffs. We received a significant increase in the number of orders in both scrap metal and imports in alignment with the increased revenue in these commodities.

Previous report

Import. Import revenue, which comprises drayage and inland transit of containerized freight arriving at New York/New Jersey, Philadelphia, and Baltimore Ports, amounted to $2,102,465, reflecting a 1.0% increase as compared to $2,082,343 in the prior-year period. The Baltimore Bridge collapse and increased order volume due to the force majeure were the reason for a surge of import orders in 2024. However, containerized import freight volumes have been stronger into the North East ports in 2025 due to shifting retailer inventory strategies and higher inbound ship flow for importers to beat impact of US tariffs, resulting in an increase in the load count in 2025.

Previous report

For the six months ended June 30, 2025, the total NLC decreased by 681, or 5.9%, to 10,836, from 11,517 for the six months ended June 30, 2024. Despite a strong second quarter in 2024 due to an increase in demand for transporting distressed containers from Baltimore Bridge Collapse, the Company has shown strength and less volatility for the first six months of 2025. This is led by growth in the targeted import vertical enabling the Company to be more efficient in its ability to provide a double usage of a single container via import and export.
Reworded paragraphs (36)

Previous wording

Waste Paper. Revenue attributable to the transportation of waste paper fell to $2,082,561in the three months ended June 30, 2025, a 23.2% change from $2,710,019 in the prior-year period. The variance was principally influenced by (i) alower volume of outbound loads originating from recycling plants, driven by a shift in domestic mill demand to fulfill the increased containerboard recycling capacity.

Current wording

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.

Previous wording

Metal. Revenue derived from the movement of ferrous and non-ferrous scrap metals grew to $467,353, as compared to $338,727 in the prior-year quarter, a period-over-period increase of 38.0%. The swing largely reflects growth in the volume our scrap metal customers produced in the second quarter. 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.

Current wording

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.

Previous wording

Log. Log-hauling revenue totaled $130,605, up 53.5% from $85,100 in the three months ended June 30, 2024. China’s suspension of processing hardwood lumber in March 2025 led to a decrease in log exports compared to the same period last year. However, rerouting to Vietnam resulted in a 90% surge in demand.

Current wording

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.

Previous wording

Plastic. Revenue from the plastic commodity vertical reached $56,655, a period-over-period decrease of 40.0% compared with $93,870 in the prior-year quarter. This decrease is led by a decrease in US plastics exports to China caused by tariff negotiations.

Current wording

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.

Previous wording

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 June 30, 2025 and 2024 was $3,513,680 and $3,844,400, respectively, representing a decrease of 9%. Such decrease was in line with our decreased revenue.

Current wording

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%.

Previous wording

Gross profit As a result of the foregoing, our gross profit decreased by $397,743 or 47% to $455,244 for the three months ended June 30, 2025 from $852,987 for the three months ended June 30, 2024. As a percentage of revenue, gross profit decreased to 11% for the three months ended June 30, 2025, as compared to 18% for the three months ended June 30, 2024.

Current wording

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.

Previous wording

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 $1,397,468 or 216% to $2,044,357 for the three months ended June 30, 2025 from $646,889 for the three months ended June 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 $985,550, see condensed unaudited financial statements Note 9 for details.

Current wording

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).

Previous wording

We recorded a provision for income benefits of $(108,819) for the three months ended June 30, 2025, as compared to $60,608 for the three months ended June 30, 2024, a decrease of $(169,427) or 280%. The decrease in the income tax expense mainly resulted from a net loss for the three months ended June 30, 2025.

Current wording

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.

Previous wording

Net (loss) income for the three months ended June 30, 2025 and 2024 was $(1,531,523) and $144,120, respectively. The change of net income was primarily due to the increase in general and administrative expenses, which included approximately $1 million of stock-based compensation recognized during the second quarter of 2025.

Current wording

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.

Previous wording

The following table sets forth key components of our results of operations during the six months ended June 30, 2025 and 2024, together with the corresponding period-over-period changes.

Current wording

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.

Previous wording

Our revenue consisted of the following during the six months ended June 30, 2025, and 2024:

Current wording

Our revenue consisted of the following during the nine months ended September 30, 2025, and 2024:

Previous wording

Waste Paper. Waste Paper revenue for the six months ended June 30, 2025 totaled $4,670,576, a 14.4% decrease from the $5,584,838 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.

Current wording

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.

Previous wording

Metal. Scrap metal revenue reached $680,996 in the six months ended June 30, 2025, a 23.8% increase from $549,945 in the prior period. The variance was principally driven by a resurgence in scrap generation and recycling activity, which translated into higher demand for outbound scrap metal movements.

Current wording

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.

Previous wording

Log. Log revenue totaled $214,053, representing a 32.7% increase relative to $161,325 in the prior-year period. Though the Company is showing consistent strength, the 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.

Current wording

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.

Previous wording

Plastic. Plastic revenue was $112,445 for the six months ended June 30, 2025, a 37.1% decrease compared with $178,833 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.

Current wording

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.

Previous wording

Management believes the first-half 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 back half 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.

Current wording

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.

Previous wording

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 six months ended June 30, 2025 and 2024 was $6,827,247 and $7,099,346, respectively, representing a decrease of 4%. Such decrease was in line with our decreased revenue.

Current wording

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.

Previous wording

Gross profit As a result of the foregoing, our gross profit decreased by $378,651 to $953,287 for the six months ended June 30, 2025 from $1,331,938 for the six months ended June 30, 2024. As a percentage of revenue, gross profit remained consistent from 12% for the six months ended June 30, 2025, as compared to 16% for the six months ended June 30, 2024.

Current wording

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.

Previous wording

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 $1,971,573 or 202% to $2,949,517 for the six months ended June 30, 2025 from $977,944 for the six months ended June 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 $985,550.

Current wording

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.

Previous wording

We recorded a provision for income benefits of $(15,159) for the six months ended June 30, 2025, as compared to $96,044 for the six months ended June 30, 2024, a decrease of $111,203 or 118%. The decrease in the income tax expense mainly resulted from a net loss for the six months ended June 30, 2025.

Current wording

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.

Previous wording

Net (loss) income for the six months ended June 30, 2025 and 2024 was $(2,059,997) and $255,212, respectively. The change of net income was primarily due to the increase in general and administrative expenses.

Current wording

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.

Previous wording

The table below shows both the total NLCs and a breakdown of NLCs by commodity type during the six months ended June 30, 2025 and 2024. Our revenue generation directly corresponds to NLC but is also impacted by the rates charged to customers.

Current wording

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.

Previous wording

For the six months ended June 30, 2025, the NLC for Waste Paper declined by 1,277, or 15.6%, to 6,915, from 8,192 for the six months ended June 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.

Current wording

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.

Previous wording

For the six months ended June 30, 2025, the NLC for Waste Metal increased by 234 or 40.7%, to 809, from 575 for the six months ended June 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.

Current wording

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.

Previous wording

For the six months ended June 30, 2025, the NLC for Forestry increased by 38, or 24.8%, to 191, from 153 for the six months ended June 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.

Current wording

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.

Previous wording

For the six months ended June 30, 2025, the NLC for Import increased by 423, or 18.0%, to 2,775, from 2,352 for the six months ended June 30, 2024. The increase was due to an increased consistent work from new import customers and a surge in ship volume to the ports the Company services in an effort for importers to beat tariffs. The Company continues to grow it’s import customer strategy.

Current wording

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.

Previous wording

For the six months ended June 30, 2025, the NLC for Plastic decreased by 99, or 40.4%, to 146, from 245 for the six months ended June 30, 2024. The decrease was due to industry-wide decreases in exports for plastics.

Current wording

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.

Previous wording

As of June 30, 2025 and December 31, 2024, we had cash of $1,487,357 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.

Current wording

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.

Previous wording

During the six months ended June 30, 2025, we had a net loss of $2,059,997 and net cash used in operations of $1,139,576, which resulted primarily from an increase in professional fees resulting from our IPO, stock-based compensation expense, 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.

Current wording

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.

Previous wording

The following table provides detailed information about our net cash flow for the six months ended June 30, 2025 and 2024:

Current wording

The following table provides detailed information about our net cash flow for the nine months ended September 30, 2025 and 2024:

Previous wording

Operating activities used net cash of $1,139,576 during the six months ended June 30, 2025, and used $176,876 during the six months ended June 30, 2024. Cash used in operating activities increased by approximately $962,700 primarily due to a in net loss of $2,059,997, increase in amortization of ROU of $35,956, increase in depreciation of $200,798, stock-based compensation of $985,550, increase in amortization of $134,436, deferred taxes of $243,244, and an overall decrease of $239,012 from the change in operating assets and liabilities, for the six months ended June 30, 2025 in comparison of the six months ended June 30, 2024.

Current wording

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.

Previous wording

Investing activities used net cash of $6,712,944 during the six months ended June 30, 2025, and ($118,777) during the six months ended June 30, 2024. Cash used in investing activities increased by $6,594,167 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 $5,700,000 from the issuance of notes receivable.

Current wording

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.

Previous wording

Financing activities provided net cash of $8,782,257 during the six months ended June 30, 2025, and used $137,218 during the six months ended June 30, 2024. Cash from financing activities increased by $8,919,475. 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 $5,457. The June 30, 2024 amount is due to $137,218 paid for deferred offering costs.

Current wording

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.

Previous wording

Material Cash Requirements from Known Contractual and Other Obligations

Current wording

Cash Requirements*** from Known Contractual and Other Obligations***

Previous wording

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 June 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 June 30, 2025 and December 31, 2024 amounted to $1,048,533 and $1,203,001, respectively.

Current wording

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.

Previous wording

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 six months ended June 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.

Current wording

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.