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What changed in Hour Loop, Inc's 10-K2023 vs 2024

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Paragraph-level year-over-year comparison of Hour Loop, Inc's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+290 added298 removedSource: 10-K (2025-03-27) vs 10-K (2024-03-26)

Top changes in Hour Loop, Inc's 2024 10-K

290 paragraphs added · 298 removed · 127 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

7 edited+108 added138 removed0 unchanged
Biggest changeAs of December 31, 2023 and 2022, the Company had $ 4,170,418 and $ 4,170,418 due to related parties (Sam Lai, the Company’s Chairman of the Board, Chief Executive Officer and Interim Chief Financial Officer and a significant stockholder of the Company; and Maggie Yu, the Company’s Senior Vice President, a member of the Company’s Board of Directors and a significant stockholder of the Company), respectively.
Biggest changeLai is the Company’s Chairman of the Board, Chief Executive Officer and Interim Chief Financial Officer. Ms. Yu is the Company’s Senior Vice President and a member of the Company’s Board of Directors. July 2021 Loan On July 27, 2021, the Company, Mr. Lai and Ms. Yu entered into a loan agreement with a principal amount of $4,170,418.
The loan is memorialized in a Loan Agreement dated October 15, 2021. The annual interest rate is 2% and the repayment date is December 31, 2022. On December 28, 2022, the Company, Mr. Lai and Ms. Yu agreed to extend the term of the loan for another two years, with a revised maturity date of December 31, 2024 .
The loan is subordinated. The original annual interest rate was 2% and the original repayment date was December 31, 2022. On December 28, 2022, the Company, Mr. Lai and Ms. Yu agreed to extend the term of the loan, with the new maturity date of December 31, 2024. On December 31, 2024, the Company, Mr. Lai and Ms.
The Company was incorporated on January 13, 2015 under the laws of the state of Washington. On April 7, 2021, the Company was converted from a Washington corporation to a Delaware corporation. In 2019, Hour Loop formed a wholly owned subsidiary, Flywheel Consulting Ltd. (“Flywheel”) located in Taiwan, to provide business operating consulting services exclusively to Hour Loop.
From 2013 to 2024, net sales grew from $0 to $138,252,861. We were originally incorporated under the laws of the State of Washington on January 13, 2015. In 2019, we formed a wholly owned subsidiary, Flywheel Consulting Ltd. (“Flywheel”), to provide business operating consulting services, exclusively to Hour Loop.
NOTE 7 - Short-Term Loan Line of Credit On June 18, 2019, the Company signed a line of credit agreement in the amount of $ 785,000 with Bank of America. The line of credit matures on June 18, 2024 and bears interest at a rate of 8.11% per annum. F-15 HOUR LOOP, INC.
Bank of America Loan On June 18, 2019, the Company issued a Promissory Note (the “BofA Note”) in the amount of $785,000 to Bank of America for a loan in the amount of $785,000. The BofA Note matures on June 18, 2024 and bears interest at a rate of 8.11% per annum.
The loan was later modified on September 16, 2021, and converted into an interest-bearing ( 2% ) loan with a repayment date of December 31, 2021. On January 18, 2022 and January 27, 2023, the Company repaid the loan principal and accrued interest in full.
Yu entered into a loan agreement of $1,041,353 and converted it into a retroactive interest-bearing (2%) loan with a repayment date of December 31, 2021. On January 18, 2022 and January 27, 2023, the Company repaid the loan principal and accrued interest in full. Together, Mr. Lai and Ms. Yu hold approximately 94.9% of the Company’s outstanding shares. Mr.
On August 11, 2023, the term of the loan was extended for an additional year, revising the maturity date to August 30, 2024 . The annual interest rate remains at 3.2% . As of December 31, 2023 and 2022, the outstanding balance under the Taishin International Bank line of credit was $ 652,422 and $ 652,316 , respectively.
On November 25, 2024, the term of the loan was revised such that maturity date was extended to May 23, 2025. The line of credit bears interest at a rate of 3.33% per annum. As of December 31, 2024 and 2023, the outstanding balance under the Taishin line of credit was $610,967 and $652,422, respectively.
Accrued interest expense has been recorded in the accrued expenses on the balance sheet. On August 18, 2022, Flywheel signed a line of credit agreement in the amount of $ 6,940,063 with Taishin International Bank. The line of credit matures on August 30, 2023 and bears interest at a rate of 3.2% per annum.
As of December 31, 2024, the aggregate principal amount of the BofA Note outstanding was $-0-. On June 30, 2024, the Company paid accrued interest in full. 10 Taishin International Bank On August 18, 2022, Flywheel entered into a line of credit agreement in the amount of $6,940,063 with Taishin of America Loa.
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Item 1. Financial Statements. HOUR LOOP, INC. CONSOLIDATED BALANCE SHEETS (In U.S.
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ITEM 1. BUSINESS This Business section, along with other sections of this annual report on Form 10-K, includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties.
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Dollars, except for share data) December 31, December 31, 2023 2022 ASSETS Current assets Cash $ 2,484,153 $ 4,562,589 Accounts receivable, net 747,650 352,379 Inventory, net 14,276,555 18,801,529 Prepaid expenses and other current assets 504,973 741,243 Total current assets 18,013,331 24,457,740 Property and equipment, net 148,788 274,195 Deferred tax assets 1,304,215 549,320 Operating lease right-of-use lease assets 83,946 450,721 Total non-current assets 1,536,949 1,274,236 TOTAL ASSETS $ 19,550,280 $ 25,731,976 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities Accounts payable $ 3,812,954 $ 6,651,721 Credit cards payable 4,404,445 5,231,532 Short-term loan 652,422 652,316 Operating lease liabilities-current 82,269 385,216 Accrued expenses and other current liabilities 1,972,512 1,742,972 Total current liabilities 10,924,602 14,663,757 Non-current liabilities Operating lease liabilities-non-current 2,363 64,945 Due to related parties 4,170,418 4,170,418 Total non-current liabilities 4,172,781 4,235,363 Total liabilities 15,097,383 18,899,120 Commitments and contingencies - - Stockholders’ equity Preferred stock: $ 0.0001 par value, 10,000,000 shares authorized, none issued and outstanding as of December 31, 2023 and 2022 - - Common stock: $ 0.0001 par value, 300,000,000 shares authorized, 35,082,464 and 35,047,828 shares issued and outstanding as of December 31, 2023 and 2022, respectively 3,508 3,506 Additional paid-in capital 5,727,650 5,675,320 (Accumulated deficit) retained earnings (1,252,622 ) 1,177,072 Accumulated other comprehensive loss (25,639 ) (23,042 ) Total stockholders’ equity 4,452,897 6,832,856 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 19,550,280 $ 25,731,976 F-4 HOUR LOOP, INC.
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Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information.
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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (In US Dollars, except for shares data) For the years Ended December 31, 2023 and 2022 2023 2022 Revenues, net $ 132,124,202 $ 95,930,091 Cost of revenues (65,606,947 ) (46,942,770 ) Gross profit 66,517,255 48,987,321 Operating expenses Selling and marketing 61,135,227 42,221,425 General and administrative 8,385,451 8,681,682 Total operating expenses 69,520,678 50,903,107 Loss from operations (3,003,423 ) (1,915,786 ) Other (expenses) income Other expense (9,542 ) (9,950 ) Interest expense (248,779 ) (144,479 ) Other income 101,290 13 0 ,429 Total other expenses (157,031 ) (24,000 ) Loss before income taxes (3,160,454 ) (1,939,786 ) Income tax benefit 730,760 462,163 Net loss (2,429,694 ) (1,477,623 ) Other comprehensive loss Foreign currency translation adjustments (2,597 ) (15,171 ) Total comprehensive loss $ (2,432,291 ) (1,492,794 ) Basic and diluted loss per common share $ (0.07 ) (0.04 ) Weighted-average number of common shares outstanding 35,066,592 34,991,666 F-5 HOUR LOOP, INC.
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While we believe that these industry publications and third-party research, surveys and studies are reliable, we have not independently verified such data and we do not make any representation as to the accuracy of the information. Unless the context otherwise requires, “Hour Loop,” “we,” “us,” “our,” or the “Company” refers to Hour Loop, Inc. and its consolidated subsidiaries.
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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In US Dollars, except for shares data) For the years Ended December 31, 2023 and 2022 Common Stock Common Stock Additional Paid-In Retained Earnings (Accumulated Accumulated Other Comprehensive Total Stockholders’ Shares Amount Capital Deficit) (Loss) Equity BALANCE AT DECEMBER 31, 2021 33,300,000 $ 3,330 $ 4,291 $ 2,654,695 $ (7,871 ) $ 2,654,445 Issuance of shares 1,725,000 172 5,580,020 - - 5,580,192 Stock-based compensation 22,828 4 91,009 - - 91,013 Currency translation adjustments - - - - (15,171 ) (15,171 ) Net loss - - - (1,477,623 ) - (1,477,623 ) BALANCE AT DECEMBER 31, 2022 35,047,828 $ 3,506 $ 5,675,320 $ 1,177,072 $ (23,042 ) $ 6,832,856 Balance 35,047,828 $ 3,506 $ 5,675,320 $ 1,177,072 $ (23,042 ) $ 6,832,856 Stock-based compensation 34,636 2 52,330 - - 52,332 Currency translation adjustments - - - - (2,597 ) (2,597 ) Net loss - - - (2,429,694 ) - (2,429,694 ) BALANCE AT DECEMBER 31, 2023 35,082,464 $ 3,508 $ 5,727,650 $ (1,252,622 ) $ (25,639 ) $ 4,452,897 Balance 35,082,464 $ 3,508 $ 5,727,650 $ (1,252,622 ) $ (25,639 ) $ 4,452,897 F-6 HOUR LOOP, INC.
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Overview Our Business We are an online retailer engaged in e-commerce retailing in the U.S. market. We have operated as a third-party seller on www.amazon.com since 2013. We have also sold merchandise on our website at www.hourloop.com since 2013. We expanded our operations to other marketplaces such as Walmart, eBay and Etsy in recent years.
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CONSOLIDATED STATEMENTS OF CASH FLOWS (In US Dollars) For the years Ended December 31, 2023 and 2022 2023 2022 Cash flows from operating activities Net loss $ (2,429,694 ) $ (1,477,623 ) Reconciliation of net loss to net cash used in operating activities: Depreciation expenses 138,001 79,084 Amortization of Operating lease right-of-use lease assets 387,446 310,161 Deferred tax assets (754,895 ) (503,832 ) Stock-based compensation 52,332 91,013 Inventory allowance 675,886 657,543 Changes in operating assets and liabilities: Accounts receivable (395,271 ) (226,388 ) Inventory 3,849,088 (12,417,208 ) Prepaid expenses and other current assets 236,270 (352,113 ) Accounts payable (2,838,767 ) 1,445,824 Credit cards payable (827,087 ) 898,171 Accrued expenses and other current liabilities 229,540 175,436 Operating lease liabilities (386,224 ) (283,244 ) Net cash used in operating activities (2,063,375 ) (11,603,176 ) Cash flows from investing activities: Purchases of property and equipment (14,823 ) (339,518 ) Net cash used in investing activities (14,823 ) (339,518 ) Cash flows from financing activities: Payments to related parties - (1,024,188 ) Repayments from related parties - 138,854 Proceeds from Issuance of shares - 6,156,360 Proceeds from Short-term debt - 652,316 Net cash provided by financing activities - 5,923,342 Effect of changes in foreign currency exchange rates (238 ) (10,631 ) Net change in cash (2,078,436 ) (6,029,983 ) Cash at beginning of year 4,562,589 10,592,572 Cash at end of year $ 2,484,153 $ 4,562,589 Supplemental disclosures of cash flow information: Cash paid for interest $ 406,103 $ 4,300 Cash paid for income tax $ 1,696 $ 470,601 Noncash investing and financing activities: Operating lease right-of-use of assets and operating lease liabilities recognized $ 27,249 $ 701,526 F-7 HOUR LOOP, INC.
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To date, we have generated practically all of our revenue as a third-party seller on www.amazon.com and only a negligible amount of revenue from our operations on our website at www.hourloop.com and as a third-party seller on other marketplaces. We manage more than 100,000 stock-keeping units (“SKUs”). Product categories include home/garden décor, toys, kitchenware, apparels, and electronics.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 and 2022 NOTE 1 - Nature of Operations and Summary of Significant Accounting Policies Hour Loop, Inc. (“Hour Loop” or the “Company”) is a technology-enabled consumer products company that uses machine learning and data analytics to design, develop, market and sell products.
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Our primary strategy is to bring most of our vendors product selections to the customers. We have advanced software that assists us in identifying product gaps so we can keep such products in stock year-round including the entirety of the last quarter (holiday season) of the calendar year (“Q4”).
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Hour Loop predominantly operates through online retail channels such as Amazon, Walmart, and Hourloop.com. The Company, as an Internet marketplace seller, sells products in multiple categories, including home/garden décor, toys, kitchenware, apparel, and electronics. The Company has only one segment, which is online retail (e-commerce).
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In upcoming years, we plan to expand our business by increasing the number of business managers, vendors and SKUs while improving profitability. Business Model There are three main types of business models on Amazon: wholesale, private label and retail arbitrage.
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Basis of Presentation - The audited consolidated financial statements and accompanying notes of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“US GAAP”). Principles of Consolidation - The audited consolidated financial statements include the accounts of Hour Loop and Flywheel.
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Our business model is wholesale, also known as reselling, which refers to buying products in bulk directly from the brand or manufacturer at a wholesale price and making a profit by selling the product on Amazon. We sell merchandise on Amazon and the sales are fulfilled by Amazon. We pay Amazon fees for allowing us to sell on their platform.
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All material inter-company accounts and transactions were eliminated in consolidation. Foreign Currency and Currency Translation - The assets and liabilities of Flywheel, having a functional currency other than the U.S. dollar, are translated into U.S. dollars at exchange rates in effect at period-end, with resulting translation gains or losses included within other comprehensive income or loss.
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Our relationship with Walmart is also similar. We pay Walmart fees for allowing us to sell our merchandise on their platform. As stated above, to date, we have generated only a negligible amount of revenues as a third-party seller on www.walmart.com .
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Revenues and expenses are translated into U.S. dollars at average monthly rates of exchange in effect during each period. All of the Company’s foreign operations use their local currency as their functional currency.
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The advantages of selling via a wholesale model: ● Purchase lower unit quantities with wholesale orders than private label products. ● Selling wholesale is less time intensive and easier to scale than sourcing products via retail arbitrage. ● More brands will want to work with us because we can provide broader Amazon presence.
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Currency gains or losses resulting from transactions executed in currencies other than the functional currency are included in General and administrative in the consolidated statement of operations and other comprehensive income.
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The challenges of selling via a wholesale model: ● Fierce competition on listing for Buy Box on amazon.com (as described below). ● Developing and maintaining relationships with brand manufacturers. 1 Market Description/Opportunities According to Marketplace Pulse, total U.S. retail sales increased 2.5% to $7.42 trillion in 2024 from $7.24 trillion in 2023.
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The relevant exchange rates are listed below: Schedule of Foreign Currency Exchange Rates December 31, December 31, 2023 2022 Period NTD: USD exchange rate 30.655 30.660 Period Average NTD: USD exchange rate 31.221 30.618 F-8 HOUR LOOP, INC.
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U.S. ecommerce sales increased 6.6% to $1,192.29 billion in 2024 from $1,118.68 billion in 2023. Amazon accounted for approximately 40% of all e-commerce in the United States and that makes Amazon the biggest ecommerce giant currently in the market.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 and 2022 Going Concern Consideration For the year ended December 31, 2023, the Company had negative cash flows of $ 2,063,375 from its operations and had net loss of $ 2,429,694 . These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
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Formation The Company was founded in 2013 by Sam Lai, our Chairman of the Board, Chief Executive Officer, interim Chief Financial Officer and significant stockholder, and Maggie Yu, our Senior Vice President, a member of our Board of Directors and a significant stockholder. With their vision, leadership, and software development skills, the Company grew rapidly.
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Therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. Most of the Company’s borrowings as of December 31, 2023 were from the related parties, which will not be repayable within the next 12 months and are subject to renewal.
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On April 7, 2021, Hour Loop converted from a Washington corporation to a Delaware corporation. Competitive Advantage Among the approximately 1.9 million active third-party sellers on Amazon, we believe we have two main competitive advantages: ● First, we have strong operations and sales teams experienced in listing, shipment, advertising, reconciliation and sales.
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Management is confident that these borrowings can be renewed upon expiration. In order to strengthen the Company’s liquidity in the foreseeable future, the Company has taken the following measures: i. Taking various cost control measures to tighten the costs of operations; and ii. Implementing various strategies to enhance sales and profitability.
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By delivering high quality results and enhancing procedures through the process, our teams are competitive. ● Second, we believe our proprietary software system gives us an advantage over our competition. The system is highly customized to our business model; it collects and processes large amounts of data every day to optimize our operation and sales.
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Management believes that there is sufficient working capital to sustain operations longer than twelve months, and the majority shareholders are committed to provide additional funding when needed.
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Through advanced software, we can identify product gaps and keep them in stock all year round. With respect to our advertising strategy, we advertise those products that we estimate will have greater demand based on our experience. This lets us allocate our advertising budget in a fashion that delivers positive value. We advertise our products on Amazon.
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Use of Estimates - The preparation of financial statements in conformity with US 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 financial statements and the reported amounts of revenues and expenses during the reporting period.
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We allocate our advertising dollars prudently. This is accomplished by advertising items that deliver the most return for our advertising spending. We monitor the items being advertised by our competitors. On the operations side, we constantly refine our processes based on learnings from historical data.
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Actual results could differ from these estimates. Significant estimates, include but not limited to, estimates associated with the collectability of accounts receivable, useful life of property and equipment, impairment of long lived assets, valuation allowance for deferred tax assets, inventory valuation and inventory provision.
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The combination of managing the business operations effectively along with allocating our advertising budget to high value items allows us to grow profitably. In cases where the advertising is fierce, we allocate the spending appropriately.
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Reclassification - Certain amounts in the consolidated financial statements for the prior financials have been reclassified to conform to the current interim review presentation. These reclassifications had no impact on consolidated net earnings, consolidated financial position, or consolidated cash flows.
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Our strategy for competing with larger competitors is to monitor their pricing and not compete with them when their pricing is low or at a loss. Competitors sell at low prices or at a loss due to a variety of reasons, including, but not limited to, their desire to liquidate inventory or achieve short-term increase in revenue.
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Proposed changes involve presenting accrued interest as a current liability, foreign currency gain or loss as a General and administrative and segregating account payable into separate categories: accounts payable and credit cards payable. Cash - The Company considers all highly liquid financial instruments purchased with original maturities of three months or less to be cash.
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During these times, we avoid matching their prices.
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The carrying amount of cash approximates fair value. Our cash is held in the bank and covered by the Federal Deposit Insurance Corporation (“FDIC”), subject to applicable limits. Deposits are insured up to $ 250,000 per depositor, per FDIC-insured bank, per ownership category.
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This strategy allows us to stay profitable. 2 Historical Performance Our year end net revenues and net income (loss) from 2013 through 2024 is presented in the table below: Year Net Revenue Year-over- Year % Net Income (Loss) Net Income (Loss) % Year-over -Year % 2013 $ 26,135 - $ 4,682 18 % - 2014 $ 1,102,237 4117 % $ 150,300 14 % 3110 % 2015 $ 2,567,267 133 % $ 228,009 9 % 52 % 2016 $ 7,337,012 186 % $ 77,752 1 % NA 2017 $ 17,487,124 138 % $ (122,176 ) (1 )% (257 )% 2018 $ 24,402,144 40 % $ 657,821 3 % NA 2019 $ 26,564,693 9 % $ (423,073 ) (2 )% (165 )% 2020 $ 38,655,264 46 % $ 3,820,698 10 % NA 2021 $ 62,792,981 62 % $ 4,783,773 8 % 25 % 2022 $ 95,930,091 53 % $ (1,477,623 ) (2 )% (131 )% 2023 $ 132,124,202 38 % $ (2,429,694 ) (2 )% 64 % 2024 $ 138,252,861 5 % $ 657,447 0 % NA In 2024 and 2023, approximately 99% and 99%, respectively, of our revenue was through or with the Amazon sales platform.
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Accounts Receivable and Allowance for Doubtful Accounts - Accounts receivable are stated at historical cost less allowance for doubtful accounts.
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Pricing Strategy and Policies In an ideal world, we would like to price our products at key stone pricing or double wholesale cost. However, we operate in a hyper competitive environment and we must stay competitive. Therefore, we must draw a good balance between gross margin and revenue.
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On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance for credit losses in accordance with ASC Topic 326, credit losses based on a past history of write-offs, collections, current credit conditions, current economic conditions, reasonable and supportable forecasts of future economic conditions.
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Our main objectives focus on increasing volume and maximizing profits, which is achieved with a customized auto pricing system we developed internally, in combination with well-trained business managers’ judgment on pricing skills as well as constant monitoring.
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The evaluation is performed on a collective basis where similar characteristics exist, primarily based on similar services or products offerings. We adopted the standard effective January 1, 2023. The impact of the adoption was not considered material to the financial statements and primarily resulted in new/enhanced disclosures only.
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One principal feature of the pricing system is that it automatically syncs public data of competing offers from Amazon regularly, so business managers can make price settings and adjustments based on accurate data, and thus be able to set optimal selling prices for products. In addition, the system is constantly improved with new features and optimizations.
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A receivable is considered past due if the Company has not received payments based on agreed-upon terms. The Company generally does not require any security or collateral to support its receivables. The collection is primarily through Amazon and the collection period is usually less than 7 days.
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At a high level, our automated pricing tool helps us stay competitive while our business managers mainly focus on increasing gross margins.
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The Company performs on-going evaluations of its customers and maintains an allowance for credit losses as the Company deems necessary or appropriate. As of December 31, 2023 and 2022, the Company did not deem it necessary to have an allowance for bad debt or doubtful accounts. F-9 HOUR LOOP, INC.
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Our proprietary repricing tool analyze sales trend, projected sales, inventory age, inventory cost, potential profits, Fulfillment by Amazon (“FBA”) fees, competing offers, and seasonality and determines an urgency level, then depending on the level of urgency, it automatically adjusts prices accordingly. 3 Business managers, after establishing the bases for prices, begin to develop pricing strategies for each product while taking the current market conditions, company goals (e.g., increasing short-term or long-term profits) and strategies into consideration.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 and 2022 Inventory and Cost of Goods Sold - The Company’s inventory consists mainly of finished goods. Inventories are stated at the lower of cost or net realizable value. Cost is principally determined on a first-in-first-out basis.
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Furthermore, business managers consider different marketing segments such as costs and competitions in order to develop effective pricing strategies and policies. The following subsections provide more insight into various pricing strategies we have developed over the years. Our internal training mainly focuses on competition-based pricing policy and value-based pricing policy. 1.
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The Company’s costs include the amounts it pays manufacturers for product, tariffs and duties associated with transporting product across national borders, and freight costs associated with transporting the product from its manufacturers to its warehouses, as applicable.
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Competition-Based Pricing Policy: 15% of our products are toys, which are extremely popular and competitive. In this type of environment where volume is high but gross margin is low, our main strategy is to purchase large quantities, so we can increase sales volume and price competitively while maintaining an average return on investment (“ROI”) of at least 15%.
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The merchandise with terms of FOB shipping point from vendors was recorded as the inventory-in-transit when inventory left the shipping dock of the vendors but not yet reached the receiving dock of the Company. Management continually evaluates its estimates and judgments including those related to merchandise inventory.
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We are using the competition-based pricing policy to match competitors’ prices, which means constantly winning Buy Box (as described below). Our pricing system is capable of automatically matching all Buy Box. 2.
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The “Cost of revenues” line item in the audited consolidated statements of operations is principally inventory sold to customers during the reporting period.
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Promotional Pricing Policy: To boost lagging sales, we adapted our own promotional pricing policy, which involves offering modest discounts on products with inventory age over 45 days, which proves to be cost-effective at reducing the number of low turn-over SKUs. 3.
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Policy for inventory allowance: The Company writes down the cost of obsolete and slow-moving inventories to the estimated net realizable value, based on inventory obsolescence trends, historical experience, forecasted consumer demand and application of the specific identification method.
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Value-Based Pricing Policy: We incorporate a value-based pricing strategy when inventories are constrained, which can happen when customer demand suddenly spikes due to external factors, supply shortage, or seasonal spikes. We set prices to reflect the value perceived by customers, especially on products under gift categories when consumer demands are higher.
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As of December 31, 2023 and 2022, $ 675,886 and $ 842,263 was written down from the cost of inventories to their net realizable values, respectively. Full inventory allowance is recorded for the inventory SKU not sold for more than one year.
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Contrary to a typical seller, we opt to maintain high gross margin instead of marking down prices and running special deals during the high-demand season during Q4. Therefore, business managers can achieve increases in both sales and high average ROI of 40%.
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Property and Equipment - Property and equipment are recorded at cost and depreciated or amortized over the estimated useful life of the asset using the straight-line method. The Company elected to expense any individual property and equipment items under $ 2,500 . The majority of the Company’s property and equipment is computers, and the estimated useful life is 3 years.
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Buy Box on amazon.com is the top right section on a product page where customers can directly add items to their shopping carts. Since many sellers on amazon.com can sell the same product, they must compete to “win the Buy Box” for a certain product.
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Impairment of Long lived assets - In accordance with ASC 360-10-35-17, if the carrying amount of an asset or asset group (in use or under development) is evaluated and found not to be fully recoverable (the carrying amount exceeds the estimated gross, undiscounted cash flows from use and disposition), then an impairment loss must be recognized.
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Winning the Amazon Buy Box simply means that you were chosen for the Buy Box placement. When you win this placement, customers have a button to directly add your product to their carts, giving you an advantage over competing sellers.
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The impairment loss is measured as the excess of the carrying amount over the asset’s (or asset group’s) fair value. The Company did not record any impairment charges for the years ended December 31, 2023 and 2022. Leases - Leases are classified at lease commencement date as either a finance lease or an operating lease.
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For a seller to be eligible for the Buy Box, they must meet a set of performance-based requirements, including order defect rate, customer shopping experience, time and experience on the Amazon selling platform, and status as a professional seller.
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A lease is a finance lease if it meets any of the following criteria: (a) the lease transfers ownership of the underlying asset to the lessee by the end of the lease term, (b) the lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise, (c) the lease term is for the major part of the remaining economic life of the underlying asset, (d) the present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments equals or exceeds substantially all of the fair value of the underlying asset or (e) the underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.
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Overview of Market & Competition According to Marketplace Pulse, total U.S. retail sales increased 2.5% to $7.42 trillion in 2024 from $7.24 trillion in 2023. U.S. ecommerce sales increased 6.6% to $1,192.29 billion in 2024 from $1,118.68 billion in 2023. In 2024, total U.S. ecommerce sales reached 1,192.29 billion, representing a 6.6% year-over-year increase from $1,118.68 billion in 2023.
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When none of the foregoing criteria is met, the lease shall be classified as an operating lease. The Company typically utilizes operating leases for its office space requirements. This means that the Company leases office space, categorizing the lease arrangement as an operating lease.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThe broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction. 28 Legal remedies available to an investor in “penny stocks” may include the following: If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment. If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.
Biggest changeThe broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.
Factors that could cause fluctuations in the market price of our common stock include, but are not limited to, the following: actual or anticipated changes or fluctuations in our results of operations; the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections; announcements by us or our competitors of new products or new or terminated significant contracts, commercial relationships, or capital commitments; industry or financial analyst or investor reaction to our press releases, other public announcements, and filings with the SEC; 27 rumors and market speculation involving us or other companies in our industry; price and volume fluctuations in the overall stock market from time to time; changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; the expiration of market stand-off or contractual lock-up agreements and sales of shares of our common stock by us or our stockholders; failure of industry or financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet these estimates or the expectations of investors; actual or anticipated developments in our business, or our competitors’ businesses, or the competitive landscape generally; litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors; developments or disputes concerning our intellectual property rights, our products, or third-party proprietary rights; announced or completed acquisitions of businesses or technologies by us or our competitors; new laws or regulations or new interpretations of existing laws or regulations applicable to our business; any major changes in our management or our board of directors, particularly with respect to Mr.
Factors that could cause fluctuations in the market price of our common stock include, but are not limited to, the following: actual or anticipated changes or fluctuations in our results of operations; the financial projections we may provide to the public, any changes in these projections, or our failure to meet these projections; 27 announcements by us or our competitors of new products or new or terminated significant contracts, commercial relationships, or capital commitments; industry or financial analyst or investor reaction to our press releases, other public announcements, and filings with the SEC; rumors and market speculation involving us or other companies in our industry; price and volume fluctuations in the overall stock market from time to time; changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular; the expiration of market stand-off or contractual lock-up agreements and sales of shares of our common stock by us or our stockholders; failure of industry or financial analysts to maintain coverage of us, changes in financial estimates by any analysts who follow our company, or our failure to meet these estimates or the expectations of investors; actual or anticipated developments in our business, or our competitors’ businesses, or the competitive landscape generally; litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors; developments or disputes concerning our intellectual property rights, our products, or third-party proprietary rights; announced or completed acquisitions of businesses or technologies by us or our competitors; new laws or regulations or new interpretations of existing laws or regulations applicable to our business; any major changes in our management or our board of directors, particularly with respect to Mr.
Our sales and operating results will also fluctuate for many other reasons, including due to factors described elsewhere in this section and the following: our ability to retain and increase sales to existing customers, attract new customers, and satisfy our customers’ demands; our ability to retain and expand our network of vendors; our ability to offer products on favorable terms, manage inventory, and fulfill orders; the introduction of competitive products, price decreases, or improvements; changes in usage or adoption rates of the Internet, e-commerce, electronic devices, and web services; timing, effectiveness, and costs of expansion and upgrades of our systems and infrastructure; the extent to which we finance, and the terms of any such financing for, our current operations and future growth; the outcomes of legal proceedings and claims, which may include significant monetary damages or injunctive relief and could have a material adverse impact on our operating results; variations in the mix of products we sell; variations in our level of merchandise and vendor returns; the extent to which we offer fast and free delivery and provide additional benefits to our customers; factors affecting our reputation; the extent to which we invest in technology and content, fulfillment, and other expense categories; increases in the prices of fuel and gasoline, as well as increases in the prices of other energy products and commodities like paper and packing supplies and hardware products; the extent to which operators of the networks between our customers and us, the online retailer, successfully charge fees to grant our customers unimpaired and unconstrained access to our online services; our ability to collect amounts owed to us when they become due; the extent to which new and existing technologies, or industry trends, restrict online advertising or affect our ability to customize advertising or otherwise tailor our product and service offerings; the extent to which use of our services is affected by spyware, viruses, phishing and other spam emails, denial of service attacks, data theft, computer intrusions, outages, and similar events; and disruptions from natural or man-made disasters, extreme weather, geopolitical events and security issues (including terrorist attacks and armed hostilities), labor or trade disputes, and similar events.
Our sales and operating results will also fluctuate for many other reasons, including due to factors described elsewhere in this section and the following: our ability to retain and increase sales to existing customers, attract new customers, and satisfy our customers’ demands; our ability to retain and expand our network of vendors; our ability to offer products on favorable terms, manage inventory, and fulfill orders; the introduction of competitive products, price decreases, or improvements; changes in usage or adoption rates of the Internet, e-commerce, electronic devices, and web services; timing, effectiveness, and costs of expansion and upgrades of our systems and infrastructure; the extent to which we finance, and the terms of any such financing for, our current operations and future growth; the outcomes of legal proceedings and claims, which may include significant monetary damages or injunctive relief and could have a material adverse impact on our operating results; 15 variations in the mix of products we sell; variations in our level of merchandise and vendor returns; the extent to which we offer fast and free delivery and provide additional benefits to our customers; factors affecting our reputation; the extent to which we invest in technology and content, fulfillment, and other expense categories; increases in the prices of fuel and gasoline, as well as increases in the prices of other energy products and commodities like paper and packing supplies and hardware products; the extent to which operators of the networks between our customers and us, the online retailer, successfully charge fees to grant our customers unimpaired and unconstrained access to our online services; our ability to collect amounts owed to us when they become due; the extent to which new and existing technologies, or industry trends, restrict online advertising or affect our ability to customize advertising or otherwise tailor our product and service offerings; the extent to which use of our services is affected by spyware, viruses, phishing and other spam emails, denial of service attacks, data theft, computer intrusions, outages, and similar events; and disruptions from natural or man-made disasters, extreme weather, geopolitical events and security issues (including terrorist attacks and armed hostilities), labor or trade disputes, and similar events.
No individual vendor exceeded 15% of purchases in the year ended December 31, 2024. 18 Our revenue is dependent upon maintaining our relationship with Amazon and failure to do so, or any restrictions on our ability to offer products on the Amazon Marketplace, could have an adverse impact on our business, financial condition and results of operations.
No individual vendor exceeded 15% of purchases in the year ended December 31, 2024. Our revenue is dependent upon maintaining our relationship with Amazon and failure to do so, or any restrictions on our ability to offer products on the Amazon Marketplace, could have an adverse impact on our business, financial condition and results of operations.
Lai; general economic conditions and slow or negative growth of our markets; and other events or factors, including those resulting from war, incidents of terrorism, or responses to these events. In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies.
Lai; general economic conditions and slow or negative growth of our markets; and other events or factors, including those resulting from war, incidents of terrorism, or responses to these events. 28 In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies.
In addition, our ability to receive inbound inventory efficiently and ship completed orders to customers also may be negatively affected by natural or man-made disasters, extreme weather, geopolitical events and security issues, labor or trade disputes, and similar events. The variability in our retail business places increased strain on our operations.
In addition, our ability to receive inbound inventory efficiently and ship completed orders to customers also may be negatively affected by natural or man-made disasters, extreme weather, geopolitical events and security issues, labor or trade disputes, and similar events. 16 The variability in our retail business places increased strain on our operations.
In addition, any infringement or other intellectual property claim made against us could be time-consuming to address, result in costly litigation, cause product delays, require us to enter into royalty or licensing agreements or result in our loss of ownership or use of the intellectual property. 20 The Company’s business is influenced by general economic conditions.
In addition, any infringement or other intellectual property claim made against us could be time-consuming to address, result in costly litigation, cause product delays, require us to enter into royalty or licensing agreements or result in our loss of ownership or use of the intellectual property. The Company’s business is influenced by general economic conditions.
Section 21 of our certificate of incorporation and Section 7.4 of our bylaws provides that “[u]nless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located in the county in which the principal office of the corporation in the State of Delaware is established, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.
Section 21 of our certificate of incorporation and Section 7.4 of our bylaws provide that “[u]nless the corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located in the county in which the principal office of the corporation in the State of Delaware is established, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.
Any adverse change in our relationship with Amazon, including restrictions on the ability to offer products or termination of the relationship, could adversely affect our continued growth and financial condition and results of operations. Our profit is dependent reimbursements from Amazon and any change in Amazon’s policy regarding reimbursement could adversely impact our ability to generate profits.
Any adverse change in our relationship with Amazon, including restrictions on the ability to offer products or termination of the relationship, could adversely affect our continued growth and financial condition and results of operations. 17 Our profit is dependent on reimbursements from Amazon and any change in Amazon’s policy regarding reimbursement could adversely impact our ability to generate profits.
We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs. 31 The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures.
We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs. The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures.
Any inability on the part of the Company to do so could negatively affect the Company’s cash flows, financial condition and results of operations. Failure to comply with legal and regulatory requirements could adversely affect the Company’s results of operations. The Company’s business is subject to a wide array of laws and regulations.
Any inability on the part of the Company to do so could negatively affect the Company’s cash flows, financial condition and results of operations. 21 Failure to comply with legal and regulatory requirements could adversely affect the Company’s results of operations. The Company’s business is subject to a wide array of laws and regulations.
This, in turn, could have an adverse impact on value of our securities, and could adversely affect our ability to access the capital markets. Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
This, in turn, could have an adverse impact on value of our securities, and could adversely affect our ability to access the capital markets. 33 Anti-takeover provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE FEE SHIFTING PROVISION CONTAINED IN THE BYLAWS DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT. Litigation may adversely affect our business, financial condition and results of operations.
FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE FEE SHIFTING PROVISION CONTAINED IN THE BYLAWS DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT. 23 Litigation may adversely affect our business, financial condition and results of operations.
Any provision of our certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our security holders to receive a premium for their securities and could also affect the price that some investors are willing to pay for our securities. 32 We have never paid dividends on our common stock and have no plans to do so in the future.
Any provision of our certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our security holders to receive a premium for their securities and could also affect the price that some investors are willing to pay for our securities. 34 We have never paid dividends on our common stock and have no plans to do so in the future.
A change in these principles or guidance, or in their interpretations, may have a significant effect on our reported results and retroactively affect previously reported results. 29 As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), we are permitted to rely on exemptions from certain disclosure requirements.
A change in these principles or guidance, or in their interpretations, may have a significant effect on our reported results and retroactively affect previously reported results. 30 As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), we are permitted to rely on exemptions from certain disclosure requirements.
Additionally, there is no assurance that future health care legislation will not adversely impact our results or operations. 19 Breach of data security could harm our business and standing with our customers. The protection of our supplier (vendor), employee and business data is critical to us.
Additionally, there is no assurance that future health care legislation will not adversely impact our results or operations. 18 Breach of data security could harm our business and standing with our customers. The protection of our supplier (vendor), employee and business data is critical to us.
We also could become subject to investigations by the SEC or other regulatory authorities, which could require additional financial and management resources. 30 As an emerging growth company, our auditor will not be required to attest to the effectiveness of our internal controls.
We also could become subject to investigations by the SEC or other regulatory authorities, which could require additional financial and management resources. 31 As an emerging growth company, our auditor will not be required to attest to the effectiveness of our internal controls.
We may not be able to maintain and enhance our product listings if we receive unfavorable customer complaints, negative publicity or otherwise fail to live up to consumers’ expectations, which could materially adversely affect our business, results of operations and growth prospects; We experience significant fluctuations in our operating results and growth rate; We face risks related to successfully optimizing and operating our fulfillment and customer service operations; The variability in our retail business places increased strain on our operations; 14 Continued increases in Amazon Marketplace fulfillment and storage fees could have an adverse impact on our profit margin and results of operations; A change in one or more of the Company’s vendors’ policies or the Company’s relationship with those vendors could adversely affect the Company’s results of operations; Our revenue is dependent upon maintaining our relationship with Amazon and failure to do so, or any restrictions on our ability to offer products on the Amazon Marketplace, could have an adverse impact on our business, financial condition and results of operations; Loss of key personnel or the inability to attract, train and retain qualified employees could adversely affect the Company’s results of operations; We may face difficulties in meeting our labor needs to effectively operate our business; Our business could be adversely affected by increased labor costs, including costs related to an increase in minimum wage and health care; Breach of data security could harm our business and standing with our customers; Our hardware and software systems are vulnerable to damage, theft or intrusion that could harm our business; Our inability or failure to protect our intellectual property rights, or any claimed infringement by us of third-party intellectual rights, could have a negative impact on our operating results; The Company’s business is influenced by general economic conditions; Disruption of global capital and credit markets may have a material adverse effect on the Company’s liquidity and capital resources; The Company is dependent upon access to capital for its liquidity needs; We may complete a future significant strategic transaction that may not achieve intended results or could increase the number of our outstanding shares or amount of outstanding debt or result in a change of control; Historically, we have experienced declines, and we may continue to experience fluctuation in our level of sales and results from operations; The ability of the Company to satisfy its liabilities and to continue as a going concern will continue to be dependent on the implementation of several items, the success of which is not certain; Parties with whom the Company does business may be subject to insolvency risks or may otherwise become unable or unwilling to perform their obligations to the Company; Failure to comply with legal and regulatory requirements could adversely affect the Company’s results of operations; Litigation may adversely affect our business, financial condition and results of operations; The effects of natural disasters, terrorism, acts of war, and public health issues may adversely affect our business; 15 A pandemic, epidemic or outbreak of an infectious disease, such as COVID-19, may materially and adversely affect our business; The loss of key senior management personnel or the failure to hire and retain highly skilled and other key personnel could negatively affect our business; The ability of Sam Lai, our Chairman of the Board, Chief Executive Officer and Interim Chief Financial Officer, and Maggie Yu, our Senior Vice President, who are husband and wife, to control our business may limit or eliminate minority stockholders’ ability to influence corporate affairs; Government regulation is evolving and unfavorable changes could harm our business; We are subject to product liability claims when people or property are harmed by the products we sell; We could face prior period sales tax and corporate tax liabilities, penalties and collection obligations; There can be no assurance that we will be able to comply with continued listing standards of The Nasdaq Capital Market (“Nasdaq”); High state income tax rates could impact our financials negatively; The market price of our common stock may be volatile, and you could lose all or part of your investment; and Our current accounting and inventory tracking systems could impair our ability to file accurate and timely financial statements.
We may not be able to maintain and enhance our product listings if we receive unfavorable customer complaints, negative publicity or otherwise fail to live up to consumers’ expectations, which could materially adversely affect our business, results of operations and growth prospects; We experience significant fluctuations in our operating results and growth rate; We face risks related to successfully optimizing and operating our fulfillment and customer service operations; The variability in our retail business places increased strain on our operations; Continued increases in Amazon Marketplace fulfillment and storage fees could have an adverse impact on our profit margin and results of operations; A change in one or more of the Company’s vendors’ policies or the Company’s relationship with those vendors could adversely affect the Company’s results of operations; Our revenue is dependent upon maintaining our relationship with Amazon and failure to do so, or any restrictions on our ability to offer products on the Amazon Marketplace, could have an adverse impact on our business, financial condition and results of operations; Loss of key personnel or the inability to attract, train and retain qualified employees could adversely affect the Company’s results of operations; We may face difficulties in meeting our labor needs to effectively operate our business; Our business could be adversely affected by increased labor costs, including costs related to an increase in minimum wage and health care; Breach of data security could harm our business and standing with our customers; Our hardware and software systems are vulnerable to damage, theft or intrusion that could harm our business; Our inability or failure to protect our intellectual property rights, or any claimed infringement by us of third-party intellectual rights, could have a negative impact on our operating results; The Company’s business is influenced by general economic conditions; Disruption of global capital and credit markets may have a material adverse effect on the Company’s liquidity and capital resources; The Company is dependent upon access to capital for its liquidity needs; We may complete a future significant strategic transaction that may not achieve intended results or could increase the number of our outstanding shares or amount of outstanding debt or result in a change of control; 13 Historically, we have experienced declines, and we may continue to experience fluctuation in our level of sales and results from operations; The ability of the Company to satisfy its liabilities and to continue as a going concern will continue to be dependent on the implementation of several items, the success of which is not certain; Parties with whom the Company does business may be subject to insolvency risks or may otherwise become unable or unwilling to perform their obligations to the Company; Failure to comply with legal and regulatory requirements could adversely affect the Company’s results of operations; Litigation may adversely affect our business, financial condition and results of operations; The effects of natural disasters, terrorism, acts of war, and public health issues may adversely affect our business; A pandemic, epidemic or outbreak of an infectious disease, such as COVID-19, may materially and adversely affect our business; The loss of key senior management personnel or the failure to hire and retain highly skilled and other key personnel could negatively affect our business; The ability of Sam Lai, our Chairman of the Board, Chief Executive Officer and Interim Chief Financial Officer and a significant stockholder, and Maggie Yu, our Senior Vice President, a member of our Board of Directors and a significant stockholder, who are husband and wife, to control our business may limit or eliminate minority stockholders’ ability to influence corporate affairs; Government regulation is evolving and unfavorable changes could harm our business; We are subject to product liability claims when people or property are harmed by the products we sell; We could face prior period sales tax and corporate tax liabilities, penalties and collection obligations; There can be no assurance that we will be able to comply with continued listing standards of The Nasdaq Capital Market (“Nasdaq”); High state income tax rates could impact our financials negatively; The market price of our common stock may be volatile, and you could lose all or part of your investment; and 14 Risks Related to Our Business We face intense competition.
A strategic transaction may result in a change in control of our company or otherwise materially and adversely affect our business. 21 Historically, we have experienced declines, and we may continue to experience fluctuation in our level of sales and results from operations.
A strategic transaction may result in a change in control of our company or otherwise materially and adversely affect our business. 20 Historically, we have experienced declines, and we may continue to experience fluctuation in our level of sales and results from operations.
To date, we have generated practically all of our revenue as a third-party seller on Amazon Marketplace. In 2023 and 2022, 99% and 100%, respectively, of our net revenue was through or with the Amazon sales platform. Therefore, we depend entirely on our relationship with Amazon for growth.
To date, we have generated practically all of our revenue as a third-party seller on Amazon Marketplace. In 2024 and 2023, 99% and 99%, respectively, of our net revenue was through or with the Amazon sales platform. Therefore, we depend entirely on our relationship with Amazon for growth.
The “controlled company” exception to the Nasdaq rules provides that a company of which more than 50% of the voting power is held by an individual, group or another company, a “controlled company,” need not comply with certain requirements of the Nasdaq corporate governance rules. As of March 26, 2024, Mr.
The “controlled company” exception to the Nasdaq rules provides that a company of which more than 50% of the voting power is held by an individual, group or another company, a “controlled company,” need not comply with certain requirements of the Nasdaq corporate governance rules. As of March 27, 2025, Mr.
Risks Related to Our Business We face intense competition. The online retail business is rapidly evolving and intensely competitive. Some of our current and potential competitors have greater resources, longer histories, and/or more customers. They may secure better terms from vendors, adopt more aggressive pricing, and devote more resources to technology, infrastructure, fulfillment, and marketing.
The online retail business is rapidly evolving and intensely competitive. Some of our current and potential competitors have greater resources, longer histories, and/or more customers. They may secure better terms from vendors, adopt more aggressive pricing, and devote more resources to technology, infrastructure, fulfillment, and marketing.
We also rely on other highly skilled personnel. Competition for qualified personnel in the technology industry has historically been intense, particularly for software engineers, computer scientists, and other technical staff. The loss of any of our executive officers or other key employees or the inability to hire, train, retain, and manage qualified personnel, could harm our business.
Competition for qualified personnel in the technology industry has historically been intense, particularly for software engineers, computer scientists, and other technical staff. The loss of any of our executive officers or other key employees or the inability to hire, train, retain, and manage qualified personnel, could harm our business.
Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that: had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or in the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or in the case of an issuer whose public float as calculated under the first or second bullets was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.
Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that: had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or in the case of an initial registration statement under the Securities Act or the Exchange Act for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or in the case of an issuer whose public float as calculated under the first or second bullets was zero or whose public float was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available. 32 As a smaller reporting company, we are not required, and may not include, a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data.
The ability of Sam Lai, our Chairman of the Board, Chief Executive Officer and Interim Chief Financial Officer, and Maggie Yu, our Senior Vice President, who are husband and wife, to control our business may limit or eliminate minority stockholders’ ability to influence corporate affairs. As of March 26, 2024, Mr.
The ability of Sam Lai, our Chairman of the Board, Chief Executive Officer and Interim Chief Financial Officer and a significant stockholder, and Maggie Yu, our Senior Vice President, a member of our Board of Directors and a significant stockholder, who are husband and wife, to control our business may limit or eliminate minority stockholders’ ability to influence corporate affairs.
There can be no assurance that we will be able to operate our operations effectively. 17 In addition, failure to optimize inventory in our fulfillment operations increases our net shipping cost by requiring long-zone or partial shipments. We may be unable to adequately staff our fulfillment and customer service operations.
In addition, failure to optimize inventory in our fulfillment operations increases our net shipping cost by requiring long-zone or partial shipments. We may be unable to adequately staff our fulfillment and customer service operations.
The loss of key senior management personnel or the failure to hire and retain highly skilled and other key personnel could negatively affect our business. We depend on our senior management and other key personnel, particularly Sam Lai, our Chairman of the Board, Chief Executive Officer and Interim Chief Financial Officer. We do not have “key person” life insurance policies.
We depend on our senior management and other key personnel, particularly Sam Lai, our Chairman of the Board, Chief Executive Officer and Interim Chief Financial Officer. We do not have “key person” life insurance policies. We also rely on other highly skilled personnel.
Our failure to continue to meet these requirements may result in our common stock being delisted from Nasdaq. The market price of our common stock may be volatile, and you could lose all or part of your investment. We cannot predict the prices at which our common stock will trade in the future.
The market price of our common stock may be volatile, and you could lose all or part of your investment. We cannot predict the prices at which our common stock will trade in the future.
Possible effects may include, but are not limited to, disruption to our customers and revenue, absenteeism in our labor workforce, unavailability of products and supplies used in our operations, shutdowns that may be mandated or requested by governmental authorities, and a decline in the value of our assets, including various long-lived assets.
Possible effects may include, but are not limited to, disruption to our customers and revenue, absenteeism in our labor workforce, unavailability of products and supplies used in our operations, shutdowns that may be mandated or requested by governmental authorities, and a decline in the value of our assets, including various long-lived assets. 24 The loss of key senior management personnel or the failure to hire and retain highly skilled and other key personnel could negatively affect our business.
As we continue to add fulfillment and customer service capability or add new businesses with different requirements, our fulfillment and customer service operations become increasingly complex and operating them becomes more challenging.
As we continue to add fulfillment and customer service capability or add new businesses with different requirements, our fulfillment and customer service operations become increasingly complex and operating them becomes more challenging. There can be no assurance that we will be able to operate our operations effectively.
Evaluating potential transactions and integrating completed ones may divert the attention of our management from ordinary operating matters. The success of these potential transactions will depend, in part, on our ability to realize the anticipated growth opportunities and cost synergies through the successful integration of the businesses we acquire with our existing business.
The success of these potential transactions will depend, in part, on our ability to realize the anticipated growth opportunities and cost synergies through the successful integration of the businesses we acquire with our existing business.
Sam Lai, our Chairman of the Board, Chief Executive Officer, and Interim Chief Financial Officer, and Maggie Yu, our Senior Vice President and member of the Board, who are husband and wife, beneficially owned an aggregate of 33,325,984 shares of our common stock, which represents approximately 95% of the voting power of our outstanding common stock.
As of March 27, 2025, Sam Lai, our Chairman of the Board, Chief Executive Officer, and Interim Chief Financial Officer, and a significant stockholder, and Maggie Yu, our Senior Vice President, member of the Board, and a significant stockholder, who are husband and wife, together beneficially owned an aggregate of 33,381,462 shares of our common stock, which represents approximately 94.9% of the voting power of our outstanding common stock.
Failure to comply with such laws and regulations may result in damage to our reputation, financial condition and market price of our stock. 22 The certificate of incorporation and bylaws provides that state or federal court located within the state of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.
The certificate of incorporation and bylaws provide that state or federal court located within the state of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit its stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.
Any such transaction could happen at any time following the closing of the merger, could be material to our business and could take any number of forms, including, for example, an acquisition, merger or a sale of all or substantially all of our assets.
Any such transaction could happen at any time, could be material to our business and could take any number of forms, including, for example, an acquisition, merger or a sale of all or substantially all of our assets. Evaluating potential transactions and integrating completed ones may divert the attention of our management from ordinary operating matters.
Additionally, if any data intrusion, security breach, misappropriation or theft were to occur, we could incur significant costs in responding to such event, including responding to any resulting claims, litigation or investigations, which could harm our operating results.
Additionally, if any data intrusion, security breach, misappropriation or theft were to occur, we could incur significant costs in responding to such event, including responding to any resulting claims, litigation or investigations, which could harm our operating results. 19 Our inability or failure to protect our intellectual property rights, or any claimed infringement by us of third-party intellectual rights, could have a negative impact on our operating results.
Additionally, any party who brings an action, and the party against whom such action is brought under Section 7.4 of our bylaws, which could include, but is not limited to former and current stockholders, Company directors, officers, affiliates, legal counsel, expert witnesses and other parties, would be able to recover fees under this provision. 23 In the event you initiate or assert a claim against us, in accordance with the dispute resolution provisions contained in our Bylaws, and you do not, in a judgment prevail, you will be obligated to reimburse us for all reasonable costs and expenses incurred in connection with such claim, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any.
Additionally, any party who brings an action, and the party against whom such action is brought under Section 7.4 of our bylaws, which could include, but is not limited to former and current stockholders, Company directors, officers, affiliates, legal counsel, expert witnesses and other parties, would be able to recover fees under this provision.
As a result, our ability to fund through public or private equity offerings, debt financings, and through other means at acceptable terms, if at all, may be disrupted, in the event our financing needs for the foreseeable future are not able to be met by our balances of cash, cash equivalents and cash generated from operations. 24 In addition, the continuation of the COVID-19 pandemic and various governmental responses in the United States has adversely affected and may continue to adversely affect our business operations, including our ability to carry on business development activities, restrictions in business-related travel, delays or disruptions in our on-going projects, and unavailability of the employees of the Company or third parties with whom we conduct business, due to illness or quarantines, among others.
In addition, the continuation of the COVID-19 pandemic and various governmental responses in the United States has adversely affected and may continue to adversely affect our business operations, including our ability to carry on business development activities, restrictions in business-related travel, delays or disruptions in our on-going projects, and unavailability of the employees of the Company or third parties with whom we conduct business, due to illness or quarantines, among others.
In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments. For these reasons, penny stocks may have a limited market and, consequently, limited liquidity.
Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial risk generally associated with these investments.
If a court were to find the exclusive forum provision contained in our certificate of incorporation and our bylaws to be inapplicable or unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions.
If a court were to find the exclusive forum provision contained in our certificate of incorporation and our bylaws to be inapplicable or unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions. 22 By purchasing our common stock, you are bound by the fee-shifting provision contained in our bylaws, which may discourage you from pursuing actions against us and could discourage stockholder lawsuits that might otherwise benefit the Company and its stockholders.
We can give no assurance at what time, if ever, our common stock will not be classified as a “penny stock” in the future. If the benefits of any proposed acquisition do not meet the expectations of investors, stockholders or financial analysts, the market price of our common stock may decline.
If the benefits of any proposed acquisition do not meet the expectations of investors, stockholders or financial analysts, the market price of our common stock may decline.
These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities.
The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.
Further, we rely on the business continuity plans of these third parties to operate during pandemics, like the COVID-19 pandemic, and we have limited ability to influence their plans, prevent delays, and/or cost increases due to reduced availability and capacity and increased required safety measures. 16 Customer complaints or negative publicity about our products, delivery times, or marketing strategies, even if not accurate, especially on blogs, social media websites and third-party market sites, could rapidly and severely diminish consumer view of our product listings and result in harm to our brands.
Customer complaints or negative publicity about our products, delivery times, or marketing strategies, even if not accurate, especially on blogs, social media websites and third-party market sites, could rapidly and severely diminish consumer view of our product listings and result in harm to our brands.
If we were called upon to perform under our indemnification obligations, then the portion of our assets expended for such purpose would reduce the amount otherwise available for our business.
Our certificate of incorporation provides that we will indemnify and hold harmless our officers and directors against claims arising from our activities, to the maximum extent permitted by Delaware law. If we were called upon to perform under our indemnification obligations, then the portion of our assets expended for such purpose would reduce the amount otherwise available for our business.
The unauthorized reproduction or other misappropriation of our intellectual property could cause a decline in our revenue.
Our trademark, trade secrets and other intellectual property, including proprietary software, are valuable assets that are critical to our success. The unauthorized reproduction or other misappropriation of our intellectual property could cause a decline in our revenue.
We are subject to a variety of taxes and tax collection obligations in the U.S. (federal and state).
We collect and remit sales tax in accordance with the state regulations. We estimate that as of December 31, 2024, we owe $-0- in sales taxes along with penalties and interest. We are subject to a variety of taxes and tax collection obligations in the U.S. (federal and state).
Sam Lai, our Chairman of the Board, Chief Executive Officer, and Interim Chief Financial Officer, and Maggie Yu, our Senior Vice President and member of the Board, who are husband and wife, beneficially owned an aggregate of 33,325,984 shares of our common stock, which represents approximately 95% of the voting power of our outstanding common stock.
Yu, our Senior Vice President, a member of the Board, and a significant stockholder, who are husband and wife, together beneficially owned an aggregate of 33,381,462 shares of our common stock, which represents approximately 94.9% of the voting power of our outstanding common stock. We are a “controlled company” within the meaning of Nasdaq’s corporate governance rules.
Related to Ownership of Our Common Stock and Lack of Liquidity There can be no assurance that we will be able to comply with Nasdaq’s continued listing standards. There is no guarantee that we will be able to maintain our Nasdaq listing for any period of time by perpetually satisfying Nasdaq’s continued listing requirements.
There is no guarantee that we will be able to maintain our Nasdaq listing for any period of time by perpetually satisfying Nasdaq’s continued listing requirements. Our failure to continue to meet these requirements may result in our common stock being delisted from Nasdaq, which could have a material adverse effect on the price of our common stock.
Although we believe our tax estimates are reasonable, the final outcome of audits, investigations, and any other tax controversies could be materially different from our historical tax accruals. Our current accounting and inventory tracking systems could impair our ability to file accurate and timely financial statements.
Although we believe our tax estimates are reasonable, the final outcome of audits, investigations, and any other tax controversies could be materially different from our historical tax accruals. Related to Ownership of Our Common Stock and Lack of Liquidity There can be no assurance that we will be able to comply with Nasdaq’s continued listing standards.
See “Dividend Policy.” We will indemnify and hold harmless our officers and directors to the maximum extent permitted by Delaware law. Our certificate of incorporation provides that we will indemnify and hold harmless our officers and directors against claims arising from our activities, to the maximum extent permitted by Delaware law.
See Part II, Item 5 “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividends.” We will indemnify and hold harmless our officers and directors to the maximum extent permitted by Delaware law.
Removed
Our inability or failure to protect our intellectual property rights, or any claimed infringement by us of third-party intellectual rights, could have a negative impact on our operating results. Our trademark, trade secrets and other intellectual property, including proprietary software, are valuable assets that are critical to our success.
Added
Further, we rely on the business continuity plans of these third parties to operate during pandemics, like the COVID-19 pandemic, and we have limited ability to influence their plans, prevent delays, and/or cost increases due to reduced availability and capacity and increased required safety measures.
Removed
By purchasing our common stock, you are bound by the fee-shifting provision contained in our bylaws, which may discourage you to pursue actions against us and could discourage stockholder lawsuits that might otherwise benefit the Company and its stockholders.
Added
Failure to comply with such laws and regulations may result in damage to our reputation, financial condition and market price of our stock.
Removed
We are a “controlled company” within the meaning of Nasdaq’s corporate governance rules.
Added
In the event you initiate or assert a claim against us, in accordance with the dispute resolution provisions contained in our Bylaws, and you do not, in a judgment prevail, you will be obligated to reimburse us for all reasonable costs and expenses incurred in connection with such claim, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any.
Removed
We collect and remit sales tax in accordance with the state regulations. We estimate that as of December 31, 2023, we owe $288,466 in sales taxes along with penalties and interest. The Company has made some progress filing historical sales tax returns and targets completion of filings for all jurisdictions in 2024.
Added
As a result, our ability to fund through public or private equity offerings, debt financings, and through other means at acceptable terms, if at all, may be disrupted, in the event our financing needs for the foreseeable future are not able to be met by our balances of cash, cash equivalents and cash generated from operations.
Removed
The capabilities of our inventory systems to track prior period costs at an item level have not been operationalized for the purposes of calculating inventory value. This could hinder our ability to accurately track inventory value and could impact our ability to provide accurate financial statements in a timely manner.
Added
Lai, our Chairman of the Board, Chief Executive Officer, Interim Chief Financial Officer, and a significant stockholder, and Ms.
Removed
The Company uses Quickbooks Online as both its accounting system and inventory tracking system. The Company currently does not conduct the period end review and accounting month end close using this accounting system. These procedures are done outside of the accounting system using spreadsheets.
Added
Legal remedies available to an investor in “penny stocks” may include the following: ● If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities laws, the investor may be able to cancel the purchase and receive a refund of the investment. ● If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages. 29 These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules.
Removed
The manual nature of these procedures could lead to delay as well as errors in our financial reporting. These errors could include incorrect unit cost data for FIFO inventory valuation. The Company currently values inventory by using estimates of the number of units and cost per unit.
Added
For these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance that our common stock will not be classified as a “penny stock” in the future.
Removed
Our ability to accurately estimate unit costs in a timely manner is dependent on our inventory tracking systems. The Company plans on operationalizing an inventory tracking system in the next nine months. The Company plans to start conducting the period end review and accounting month end close using the accounting system in the near future.
Removed
These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock. Many brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest in penny stocks.
Removed
As a smaller reporting company, we are not required, and may not include, a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity risk management program [includes/shall include]: risk assessments designed to help identify material cybersecurity risks to our Confidential Information, Critical Systems and the broader enterprise IT environment; a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents; cybersecurity awareness and spear-phishing resistance training of our employees, and senior management; a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and a vendor management policy for service providers. [We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.] We face risks from cybersecurity threats that, if realized, could have a material adverse effect on us including an adverse effect on our business, financial condition and results of operations.
Biggest changeOur cybersecurity risk management program shall include: risk assessments to identify material cybersecurity risks to our Confidential Information, Critical Systems and broader enterprise IT environment; a dedicated security team responsible for managing (1) cybersecurity risk assessment processes, (2) security controls, and (3) response to cybersecurity incidents; cybersecurity awareness training including spear-phishing resistance for employees, and senior management; a cybersecurity incident response plan outlining procedures for detecting, responding to, and mitigating cybersecurity incidents; and a vendor management policy to oversee cybersecurity risks associated with service providers. 35 We have no t identified any known cybersecurity threats, including prior incidents, that have materially affected or are reasonably likely to materially affect our operations, business strategy, results of operations, or financial condition.
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy The cybersecurity risk management program, processes and strategy described in this section are limited to the personal and business information belonging to or maintained by the Company (collectively, “Confidential Information”), our own third-party critical systems and services supporting or used by the Company (collectively, “Critical Systems”), and service providers.
ITEM 1C. CYBERSECURITY Cybersecurity Risk Management and Strategy The cybersecurity risk management program, processes and strategy outlined in this section are limited to the personal and business information belonging to or maintained by the Company (collectively, “Confidential Information”), the Company’s critical third-party systems and services supporting or used by the Company (collectively, “Critical Systems”), and service providers.
We [have developed and implemented/will develop and implement] a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our Confidential Information and Critical Systems. Our cybersecurity risk management program [will be/is] integrated into our overall enterprise risk management program and includes a cybersecurity incident response plan.
We will develop and implement a cybersecurity risk management program to safeguard the confidentiality, integrity, and availability of our Confidential Information and Critical Systems. Our cybersecurity risk management program will be integrated into our broader enterprise risk management framework and includes a cybersecurity incident response plan.
Our management team meets with our information technology service provider periodically to discuss then-current cybersecurity issues, which may include efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, including threat intelligence and other information obtained from governmental, public or private sources, and external service providers engaged by us; and alerts and reports produced by security tools deployed in the information technology environment including a spear-phishing report.
These discussions may cover efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, including: threat intelligence from governmental, public private, and external sources alerts and reports generated by security tools deployed in the IT environment, including a spear-phishing report. Our Board incorporates cybersecurity risks into its broader risk oversight responsibility .
Cybersecurity Governance Our executive management team, along with our managed information technology service provider, is responsible for assessing and managing risks from cybersecurity threats to the Company, including our Confidential Information and Critical Systems. The team has primary responsibility for our overall cybersecurity risk management program. Our management team works closely with our information technology service provider.
However, we recognize that cybersecurity threats pose ongoing risks which, if realized, could have a material adverse impact on our business, financial condition and results of operations. Cybersecurity Governance Our executive management team, in collaboration with our managed information technology service provider, is responsible for assessing and managing cybersecurity risks to the Company, including our Confidential Information and Critical Systems.
Our Board considers cybersecurity risk as part of its risk oversight function and oversight of cybersecurity and other information technology risks. Our Board oversees management’s implementation of our cybersecurity risk management program. Our executive management team is responsible for updating the Board, as necessary, regarding significant cybersecurity incidents.
Our Board oversees the implementation of our cybersecurity risk management program. The executive management team provides updates to the Board, as needed, on significant cybersecurity incidents. Our Board receives periodic reports from management on cybersecurity risks and the cybersecurity risk management program.
Removed
Our Board shall also receive period reports from management on our cybersecurity risks and cybersecurity risk management program.
Added
The team holds primary responsibility for our cybersecurity risk management program and works closely with our IT service provider to ensure its effective implementation. Our management team meets regularly with our IT service provider to review current cybersecurity issues.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe respective lease terms are June 1, 2022 to May 31, 2024, August 1, 2022 to July 31, 2024, and February 9, 2023 to March 8, 2025 and the total contract amounts are $114,016, $157,973, and $28,652 respectively. We believe that these facilities are adequate for our current and near-term future needs.
Biggest changeThe respective lease terms are February 9, 2023 to March 8, 2025, March 1, 2024 to June 30, 2025, June 1, 2024 to May 31, 2025, and August 1, 2024 to July 31, 2025 and the total contract amounts are $28,652, $123,107, $52,434 and $73,175 respectively We believe that these facilities are adequate for our current and near-term future needs. 36
The virtual office arrangement expires on August 31, 2024. Terms of the virtual office arrangement provide for a rent payment of $59 per month. We also lease a warehouse located at Qiaojiao Road, No. 1, Qiaojiao Middle Road, Tangxia Town, Dongguan City, Guangdong, China, who handle our storage and warehousing from an unaffiliated third party.
The virtual office arrangement expires on August 31, 2025. Terms of the virtual office arrangement provide for a rent payment of $59 per month. We also lease a warehouse located at Qiaojiao Road, No. 1, Qiaojiao Middle Road, Tangxia Town, Dongguan City, Guangdong, China, who handle our storage and warehousing from an unaffiliated third party.
This service expires in January 2024. The terms of this service provide for a base payment that is charged based on our usage. Flywheel, our wholly owned subsidiary, had three office leases in Taiwan in 2023.
The terms of this service provide for a base payment that is charged based on our usage. Flywheel, our wholly owned subsidiary, had four office leases in Taiwan in 2024.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeTo the knowledge of our management, there are no legal proceedings currently pending against us which we believe would have a material effect on our business, financial position or results of operations and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 33 PART II
Biggest changeTo the knowledge of our management, there are no legal proceedings currently pending against us which we believe would have a material effect on our business, financial position or results of operations and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

11 edited+1 added6 removed5 unchanged
Biggest changeOn February 1, 2022, the Company issued 1,750, 1,750, and 709 shares of Company common stock to Michael Lenner, Douglas Branch, and Alan Gao, respectively, with a fair market value of $4.00 per share as compensation for the services as directors to the Company pursuant to the terms of their Director Agreements with the Company.
Biggest changeAs of March 27, 2025, there were 8,097,909 shares authorized for issuance under the 2021 Plan, and 8,097,909 shares available for issuance under the 2021 Plan. 37 Recent Sales of Unregistered Securities On January 4, 2023, the Company issued 1,001 shares of Company common stock to each of Sam Lai, Maggie Yu, Michael Lenner, Douglas Branch, and Alan Gao, with a fair market value of $2.9985 per share as compensation for the services as executives or directors to the Company pursuant to the terms of their respective Executive Employment Agreements or Director Agreements with the Company.
Under the 2021 Plan, a total of 4,995,000 shares of common stock were originally authorized for issuance pursuant to the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares or other cash- or stock-based awards to officers, directors, employees and eligible consultants to the Company or its subsidiaries.
Under the 2021 Plan, a total of 4,995,000 shares of common stock were originally authorized for issuance pursuant to the grant of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), performance units, performance shares or other cash- or stock-based awards to officers, directors, employees and eligible consultants to the Company or its subsidiaries.
The above issuances were made pursuant to an exemption from registration as set forth in 506 of Regulation D and Section 4(a)(2) of the Securities Act. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Transfer Agent and Registrar The Company’s transfer agent is Nevada Agency and Transfer Company.
The above issuances were made pursuant to an exemption from registration as set forth in Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Transfer Agent and Registrar The Company’s transfer agent is Nevada Agency and Transfer Company.
The transfer agent’s address is 50 West Liberty Street, Suite 880, Reno, Nevada 89501, and its telephone number is (775) 322-0626. 35 ITEM 6. RESERVED
The transfer agent’s address is 50 West Liberty Street, Suite 880, Reno, Nevada 89501, and its telephone number is (775) 322-0626. ITEM 6. RESERVED
On January 4, 2023, the Company issued 1,001 shares of Company common stock to each of Sam Lai, Maggie Yu, Michael Lenner, Douglas Branch, and Alan Gao, with a fair market value of $2.9985 per share as compensation for the services as executives or directors to the Company pursuant to the terms of their respective Executive Employment Agreements or Director Agreements with the Company.
On January 2, 2024, the Company issued 2,139 shares of Company common stock to each of Sam Lai, Maggie Yu, Michael Lenner, Douglas Branch, Alan Gao and Hillary Bui, with a fair market value of $1.4025 per share as compensation for the services as executives or directors of the Company pursuant to the terms of their respective Executive Employment Agreements or Director Agreements with the Company.
Securities Authorized for Issuance Under Equity Compensation Plans On June 27, 2021, our Board of Directors and stockholders holding a majority of our outstanding shares of common stock approved the 2021 Plan.
Securities Authorized for Issuance Under Equity Compensation Plans On June 27, 2021, our Board of Directors and stockholders holding a majority of our outstanding shares of common stock approved the Hour Loop, Inc. 2021 Equity Incentive Plan (the “2021 Plan”).
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed The Nasdaq Capital Market and its stock symbol is “HOUR.” The closing price of our common stock on Nasdaq on March 25, 2024 was $1.5399.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed The Nasdaq Capital Market and its stock symbol is “HOUR.” The closing price of our common stock on Nasdaq on March 26, 2025 was $2.00.
On June 30, 2022, the Company issued 1,049 shares of Company common stock to each of Sam Lai, Maggie Yu, Michael Lenner, Douglas Branch, and Alan Gao, with a fair market value of $2.8605 per share as compensation for the services as executives or directors to the Company pursuant to the terms of their respective Executive Employment Agreements or Director Agreements with the Company.
On March 29, 2024, the Company issued 2,251 shares of Company common stock to each of Sam Lai, Maggie Yu, Michael Lenner, Douglas Branch, Alan Gao and Hillary Bui, with a fair market value of $1.3330 per share as compensation for the services as executives or directors of the Company pursuant to the terms of their respective Executive Employment Agreements or Director Agreements with the Company.
Holders As of March 26, 2024, there were 35,095,298 shares of common stock issued and outstanding, and we had approximately 6 holders of record of our common stock. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.
Holders As of March 27, 2025, there were 35,151,440 shares of common stock issued and outstanding, and we had approximately 5 holders of record of our common stock. The number of record holders does not include beneficial owners of common stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.
On September 30, 2022, the Company issued 1,050 shares of Company common stock to each of Sam Lai, Maggie Yu, Michael Lenner, Douglas Branch, and Alan Gao, with a fair market value of $2.8565 per share as compensation for the services as executives or directors to the Company pursuant to the terms of their respective Executive Employment Agreements or Director Agreements with the Company.
Branch as compensation for services rendered. 38 On October 1, 2024, the Company issued 2,196 shares of Company common stock to each of Sam Lai, Maggie Yu, Michael Lenner, Alan Gao and Hillary Bui, with a fair market value of $1.3660 per share as compensation for the services as executives or directors of the Company pursuant to the terms of their respective Executive Employment Agreements or Director Agreements with the Company.
On May 20, 2022, the Company issued 916 shares of Company common stock to each of Sam Lai, Maggie Yu, Michael Lenner, Douglas Branch, and Alan Gao, with a fair market value of $3.2745 per share as compensation for the services as executives or directors to the Company pursuant to the terms of their respective Executive Employment Agreements or Director Agreements with the Company.
On July 1, 2024, the Company issued 2,946 shares of Company common stock to each of Sam Lai and Maggie Yu (both of whom are executive officers, directors and significant stockholders of the Company), and Michael Lenner, Douglas Branch, Alan Gao and Hillary Bui (each of whom was a director of the Company as of such date), with a fair market value of $1.0185 per share as compensation for the services as executives or directors of the Company pursuant to the terms of their respective Executive Employment Agreements or Director Agreements with the Company.
Removed
As of March 26, 2024, there were 7,045,435 shares authorized for issuance under the 2021 Plan, and 7,045,435 shares available for issuance under the 2021 Plan.
Added
Subsequently, on July 22, 2024, Mr. Branch resigned his position as a member of the Company’s Board of Directors. On July 25, 2024, following Mr. Branch’s resignation, the Company issued 6,000 shares of restricted common stock to Mr.
Removed
Recent Sales of Unregistered Securities In connection with our conversion from a Washington corporation to a Delaware corporation on April 7, 2021, we issued 5,000,000 (pre-stock splits) shares of common stock to each of Sam Lai, our Chief Executive Officer, and Maggie Yu, our Senior Vice President (for an aggregate of 10,000,000 (pre-stock splits) shares of common stock).
Removed
On September 22, 2021, our board of directors and stockholders approved a forward stock split in a ratio of 4.44-for-1 (“Forward Stock Split”) and on September 27, 2021, we filed a certificate of amendment to our Certificate of Incorporation implementing the Forward Stock Split in a ratio of 4.44-for-1, effective September 27, 2021.
Removed
Therefore, on September 27, 2021, following the Forward Stock Split, Sam Lai, our Chief Executive Officer, and Maggie Yu, our Senior Vice President, each held 22,200,000 shares of common stock (for an aggregate of 44,400,000 shares of common stock).
Removed
On November 29, 2021, our board of directors and stockholders approved a reverse stock split in a ratio of 0.75-for-1 (“Reverse Stock Split”) and on December 1, 2021, we filed a certificate of amendment to our Certificate of Incorporation implementing the Reverse Stock Split in a ratio of 0.75-for-1, effective December 3, 2021.
Removed
Therefore, on December 3, 2021, following the Reverse Stock Split, Sam Lai, our Chief Executive Officer, and Maggie Yu, our Senior Vice President, each held 16,650,000 shares of common stock (for an aggregate of 33,300,000 shares of common stock). 34 On February 1, 2022, the Company issued 1,772 shares of Company common stock to each of Sam Lai, our Chief Executive Officer, and Maggie Yu, our Senior Vice President, with a fair market value of $4.00 per share as compensation for the services to the Company pursuant to the terms of their Executive Employment Agreements with the Company.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

50 edited+46 added16 removed25 unchanged
Biggest changeTaishin International Bank On August 18, 2022, Flywheel, entered into a line of credit agreement in the amount of $6,940,063 with Taishin International Bank (“Taishin”). The line of credit matured on August 30, 2023. As of December 31, 2023, the outstanding balance under the Taishin line of credit was $652,422, and bears interest at a rate of 3.2% per annum.
Biggest changeAs of December 31, 2024, the aggregate principal amount of the BofA Note outstanding was $-0-. On June 30, 2024, the Company paid accrued interest in full. Taishin International Bank On August 18, 2022, Flywheel entered into a line of credit agreement in the amount of $6,940,063 with Taishin of America Loa.
Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Unless the context otherwise requires, “Hour Loop,” “we,” “us,” “our,” or the “Company” refers to Hour Loop, Inc. and its consolidated subsidiaries. Overview Our Business We are an online retailer engaged in e-commerce retailing in the U.S. market.
Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Unless the context otherwise requires, “Hour Loop,” “we,” “us,” “our,” or the “Company” refers to Hour Loop, Inc. and its consolidated subsidiaries. 39 Overview Our Business We are an online retailer engaged in e-commerce retailing in the U.S. market.
This surge in orders has played a pivotal role in driving the overall revenue growth. The substantial increase in order quantity indicates a rising demand for our products, leading to a corresponding increase in revenue generated from these sales. As a result, the increase in orders has directly contributed to the overall growth in the Company’s revenue during the period.
This surge in orders has played a pivotal role in driving the overall revenue growth. The substantial increase in order quantity indicates a rising demand for our products, leading to a corresponding increase in revenue generated from these sales. As a result, the increase in orders has directly contributed to the overall growth in the Company’s revenues during the period.
Lai is the Company’s Chairman of the Board, Chief Executive Officer and Interim Chief Financial Officer. Ms. Yu is the Company’s Senior Vice President and a member of the Company’s Board of Directors. July 2021 Loan On July 27, 2021, the Company, Mr. Lai and Ms. Yu entered into a loan agreement with a principal amount of $4,170,418.
Lai is the Company’s Chairman of the Board, Chief Executive Officer and Interim Chief Financial Officer. Ms. Yu is the Company’s Senior Vice President and a member of the Company’s Board of Directors. 45 July 2021 Loan On July 27, 2021, the Company, Mr. Lai and Ms. Yu entered into a loan agreement with a principal amount of $4,170,418.
The Company can, at any time, direct Amazon, similarly, other third-party logistics providers (“Logistics Providers”), to return the Company’s inventories to any location specified by the Company. It is the Company’s responsibility to make any returns made by customers directly to Logistic Providers and the Company retains the back-end inventory risk.
The Company can, at any time, direct Amazon, similarly, other third-party logistics providers (“Logistics Providers”), to return the Company’s inventories to any location specified by the Company. It is the Company’s responsibility to make any returns made by customers directly to Logistics Providers and the Company retains the back-end inventory risk.
For a period in which the Company reports net losses, diluted net loss per share attributable to stockholders is the same as basic net loss per share attributable to stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
For the period in which the Company reports net losses, diluted net loss per share attributable to stockholders is the same as basic net loss per share attributable to stockholders, because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
Platform fees are recorded as sales and distribution expenses and are not recorded as a reduction of revenue because the Company owns and controls all the goods before they are transferred to the customer.
Platform fees are recorded as sales and distribution expenses and are not recorded as a reduction of revenue because the Company as principal owns and controls all the goods before they are transferred to the customer.
The 48.18% increase in orders reflects strong customer demand, but our pricing strategy, including competitive pricing pressure and discounts offered during the period, resulted in lower prices for products sold. As a consequence, even with the significant order volume increase, the revenue growth was slightly shy of fully matching this proportion.
The 10.23% increase in orders reflects strong customer demand, but our pricing strategy, including competitive pricing pressure and discounts offered during the period, resulted in lower prices for products sold. As a consequence, even with the significant order volume increase, the revenue growth was slightly shy of fully matching this proportion.
Yu entered into a loan agreement of $1,041,353 and converted it into a retroactive interest-bearing (2%) loan with a repayment date of December 31, 2021. On January 18, 2022 and January 27, 2023, the Company repaid the loan principal and accrued interest in full. Together, Mr. Lai and Ms. Yu hold over 95% of the Company’s outstanding shares. Mr.
Yu entered into a loan agreement of $1,041,353 and converted it into a retroactive interest-bearing (2%) loan with a repayment date of December 31, 2021. On January 18, 2022 and January 27, 2023, the Company repaid the loan principal and accrued interest in full. Together, Mr. Lai and Ms. Yu hold approximately 94.9% of the Company’s outstanding shares. Mr.
The loan is subordinated. The original annual interest rate was 2% and the original repayment date was December 31, 2022. On December 28, 2022, the Company, Mr. Lai and Ms. Yu agreed to extend the term of the loan, with the new maturity date of December 31, 2024. As amended, the annual interest rate of the loan is 5.5%.
The loan is subordinated. The original annual interest rate was 2% and the original repayment date was December 31, 2022. On December 28, 2022, the Company, Mr. Lai and Ms. Yu agreed to extend the term of the loan, with a new maturity date of December 31, 2024. On December 31, 2024, the Company, Mr. Lai and Ms.
Pursuant to the Wayfair decision, each state enforces sales tax collection at different dates. We collect and remit sales tax in accordance with state regulations. We estimate that as of December 31, 2023, we owed $288,466 in sales taxes, along with penalties and interest.
Pursuant to the Wayfair decision, each state enforces sales tax collection at different dates. We collect and remit sales tax in accordance with state regulations. We estimate that as of December 31, 2024, we owed $-0- in sales taxes, along with penalties and interest.
The following trends are reasonably likely to result in changes in our liquidity over the near to long term: An increase in working capital requirements to finance the rapid growth in our current business, An increase in fees paid to Amazon and other partners as our sales grows The cost of being a public company; Marketing and advertising expenses for attracting new customers; and Capital requirements for the development of additional infrastructure Since inception, we have generated liquidity from the profitability of our ongoing business and from debt to fund our operations.
The following trends are reasonably likely to result in changes in our liquidity over the near- to long-term: An increase in working capital requirements to finance the rapid growth in our current business, An increase in fees paid to Amazon and other partners as our sales grows The cost of being a public company; Marketing and advertising expenses for attracting new customers; and Capital requirements for the development of additional infrastructure Since inception, we have generated liquidity from the profitability of our ongoing business and from debt to fund our operations. 43 The following table shows a summary of our cash flows for the years ended December 31, 2024 and 2023.
Further, the Company is subject to credit risk (i.e., credit card chargebacks), establishes prices of its products, can determine who fulfills the goods to the customer (Amazon or the Company) and can limit quantities or stop selling the goods at any time.
Further, the Company is subject to credit risk (i.e., credit card chargebacks), establishes prices of its products, can determine who fulfills the goods to the customer (Amazon or the Company) and can limit quantities or stop selling the goods at any time. Based on these considerations, the Company is the principal in this arrangement.
Competitive advantage Among more than 2 million active third-party sellers on Amazon, we believe we have two main competitive advantages: First, we have strong operations and sales teams experienced in listing, shipment, advertising, reconciliation and sales.
Competitive Advantage Among the approximately 1.9 million active third-party sellers on Amazon, we believe we have two main competitive advantages: First, we have strong operations and sales teams experienced in listing, shipment, advertising, reconciliation and sales.
Net Cash Used in Investing Activities For the fiscal year ended December 31, 2023, $14,823 in cash was used in investing activities, as compared to $339,518 cash used in investing activities for the fiscal year ended December 31, 2022.
Net Cash Used in Investing Activities For the fiscal year ended December 31, 2024, $35,996 in cash was used in investing activities, as compared to $14,823 in cash used in investing activities for the fiscal year ended December 31, 2023.
As noted in our consolidated financial statements, as of December 31, 2023, we had retained earnings of $(1,252,622). 37 Results of Operations Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 The following table shows a comparison of our 2023 and 2022 income statements.
As noted in our consolidated financial statements, as of December 31, 2024, we had retained earnings of $(595,175). 41 Results of Operations Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 The following table shows a comparison of our 2024 and 2023 income statements.
Cost is principally determined on a first-in first-out basis. The Company’s costs include the amounts it pays manufacturers for products, tariffs and duties associated with transporting product across national borders, and freight costs associated with transporting the product from its manufacturers to its warehouses.
Inventories are stated at the lower of cost or net realizable value. Cost is principally determined on a first-in-first-out basis. The Company’s costs include the amounts it pays manufacturers for product, tariffs and duties associated with transporting product across national borders, and freight costs associated with transporting the product from its manufacturers to its warehouses, as applicable.
For the Year Ending December 31, Amount 2024 $ 83,358 2025 2,449 2026 - 2027 and thereafter - Total minimum lease payments 85,807 Less: effect of discounting (1,175 ) Present value of the future minimum lease payment 84,632 Less: operating lease liabilities-current (82,269 ) Total operating lease liabilities-non-current $ 2,363 Sales Taxes We make an assessment of sales tax payable, including any related interest and penalties, and accrue these estimates on the financial statements.
For the Year Ending December 31, Amount 2025 $ 115,652 2026 - 2027 - 2028 and thereafter - Total minimum lease payments 115,652 Less: effect of discounting (1,112 ) Present value of the future minimum lease payment 114,540 Less: operating lease liabilities-current (114,540 ) Total operating lease liabilities-non-current $ - Sales Taxes We make an assessment of sales tax payable, including any related interest and penalties, and accrue these estimates on the financial statements.
The advantages of selling via a wholesale model: Purchase lower unit quantities with wholesale orders than private label products. Selling wholesale is less time intensive and easier to scale than sourcing products via retail arbitrage. More brands will want to work with us because we can provide broader Amazon presence. 36 The challenges of selling via a wholesale model: Fierce competition on listing for Buy Box on amazon.com (as described below). Developing and maintaining relationships with brand manufacturers.
The advantages of selling via a wholesale model: Purchase lower unit quantities with wholesale orders than private label products. Selling wholesale is less time intensive and easier to scale than sourcing products via retail arbitrage. More brands will want to work with us because we can provide broader Amazon presence.
A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company.
Related Parties - The Company accounts for related party transactions in accordance with FASB ASC Topic 850 (Related Party Disclosures). A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company.
Leases The Company has three operating leases (Flywheel has three offices lease in Taiwan). The respective lease terms are June 1, 2022 to May 31, 2024, August 1, 2022 to July 31, 2024 and February 9, 2023 to March 8, 2025, respectively.
The respective lease terms are February 9, 2023 to March 8, 2025, March 1, 2024 to June 30, 2025, June 1, 2024 to May 31, 2025, and August 1, 2024 to July 31, 2025, respectively.
Management has evaluated its tax positions and has concluded that the Company had taken no uncertain tax. 43 Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated.
Commitments and Contingencies - Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.
As a result, the Company has a present and unconditional right to payment and record the amount due from the customer in accounts receivable. 42 The Company evaluated principal versus agent considerations to determine whether it is appropriate to record platform fees paid to Amazon as an expense or as a reduction of revenue.
The Company evaluated principal versus agent considerations to determine whether it is appropriate to record platform fees paid to Amazon as an expense or as a reduction of revenue.
This represents an increase in revenues of $36,194,111 or 37.73%. We attribute this increase to our continued growth and maturity in our operating model, despite the overall e-commerce traffic slowdown and intense competition. Our total orders in 2023 were approximately 5,749,107, as compared to 3,879,711 orders in 2022, representing an increase of 48.18%.
This represents an increase in revenues of $6,128,659, or 4.64%. We attribute this increase to our continued growth and maturity in our operating model, despite an overall e-commerce traffic slowdown and intense competition. Our total orders in 2024 were approximately 6,337,492, as compared to 5,749,107 orders in 2023, representing an increase of 10.23%.
Despite the increase in revenue to $132,124,202 for the year ended December 31, 2023, as compared to $95,930,091 for the year ended December 31, 2022, the revenue increase was offset by a corresponding increase in cost of goods sold of $18,664,177 and an increase in operating expenses of $18,617,571.
Despite the increase in revenue to $138,252,861 for the year ended December 31, 2024, as compared to $132,124,202 for the year ended December 31, 2023, the revenue increase was offset by a corresponding increase in cost of goods sold of $635,206 and an increase in operating expenses of $1,759,090.
Year Ended December 31, 2023 December 31, 2022 Statement of Cash Flows Net cash used in operating activities $ (2,063,375 ) $ (11,603,176 ) Net cash used in investing activities $ (14,823 ) $ (339,518 ) Net cash (used in) provided by financing activities $ - $ 5,923,342 ) Effect of changes in foreign currency rates $ (238 ) $ (10,631 ) Net decrease in cash $ (2,078,436 ) $ (6,029,983 ) Cash - beginning of the period $ 4,562,589 $ 10,592,572 Cash - end of the period $ 2,484,153 $ 4,562,589 39 Net Cash used in from Operating Activities For the fiscal year ended December 31, 2023, cash used in by operating activities amounted to $2,063,375, as compared to $11,603,176 for the year ended December 31, 2022.
Year Ended December 31, 2024 2023 Statement of Cash Flows Net cash provided by (used in) operating activities $ 313,140 $ (2,063,375 ) Net cash used in investing activities $ (35,996 ) $ (14,823 ) Net cash used in financing activities $ (671,000 ) $ - Effect of changes in foreign currency rates $ 29,284 $ (238 ) Net decrease in cash $ (364,572 ) $ (2,078,436 ) Cash - beginning of the period $ 2,484,153 $ 4,562,589 Cash - end of the period $ 2,119,581 $ 2,484,153 Net Cash Provided by (used in) Operating Activities For the fiscal year ended December 31, 2024, cash provided by (used in) operating activities amounted to $313,140, as compared to $(2,063,375) for the year ended December 31, 2023.
The Company derives its revenue from the sale of consumer products. The Company sells its products directly to consumers through online retail channels. The Company considers customer order confirmations to be a contract with the customer. Customer confirmations are executed at the time an order is placed through third-party online channels.
The Company derives its revenue from the sale of consumer products. The Company sells its products directly to consumers through online retail channels. The Company considers customer order confirmations to be a contract with the customer. For each contract, the promise to transfer products is identified as the sole performance obligation.
The Company has made some progress filing historical sales tax returns and targets completion of filings for all jurisdictions in 2024. Critical Accounting Policies The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). U.S.
Critical Accounting Policies and Estimates The preparation of consolidated financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). U.S.
Our primary uses of cash have been for inventory, payments to Amazon related to sales and shipping of products, for services provided, payments for marketing and advertising and salaries paid to our employees. We have received funds from the sales of products that we sell online.
We had cash of $2,119,581 and $2,484,153 as of December 31, 2024 and 2023, respectively. Our primary uses of cash have been for inventory, payments to Amazon related to sales and shipping of products, for services provided, payments for marketing and advertising and salaries paid to our employees.
On August 11, 2023, the term of the loan was extended for an additional year, revising the maturity date to August 30, 2024. The annual interest rate remains at 3.2%.
The line of credit initially matured on August 30, 2023. On August 11, 2023, the line of credit was extended for an additional year, revising the maturity date to August 30, 2024. On May 28, 2024, the term of the loan was revised such that maturity date was extended to November 24, 2024.
Liquidity and Capital Resources Cash Flows for the Years Ended December 31, 2023 and 2022 Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had cash of $2,484,153 and $4,562,589 as of December 31, 2023 and 2022, respectively.
The decrease in total comprehensive loss was attributed to an increase in the Company’s gross revenues in 2024, compared to 2023. Liquidity and Capital Resources Cash Flows for the Years Ended December 31, 2024 and 2023 Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements.
Year Ended December 31, 2023 December 31, 2022 Statement of Operations Data Total revenues $ 132,124,202 $ 95,930,091 Total cost of goods sold (65,606,947 ) (46,942,770 ) Gross profit 66,517,255 48,987,321 Total operating expenses 69,520,678 50,903,107 Loss from operations (3,003,423 ) (1,915,786 ) Total other non-operating income (157,031 ) (24,000 ) Income tax provisions 730,760 462,163 Net loss (2,429,694 ) (1,477,623 ) Other comprehensive loss (2,597 ) (15,171 ) Total comprehensive loss $ (2,432,291 ) $ (1,492,794 ) Revenue We generated $132,124,202 in 2023, as compared to $95,930,091 in revenue in 2022.
Year Ended December 31, 2024 2023 Statement of Operations Data Total revenues $ 138,252,861 $ 132,124,202 Total cost of goods sold (66,242,153 ) (65,606,947 ) Gross profit 72,010,708 66,517,255 Total operating expenses 71,279,768 69,520,678 Income (loss) from operations 730,940 (3,003,423 ) Total other non-operating income (expense) 228,621 (157,031 ) Income tax (expense) benefit (302,114 ) 730,760 Net income (loss) 657,447 (2,429,694 ) Other comprehensive loss (25,644 ) (2,597 ) Total comprehensive income (loss) $ 631,803 $ (2,432,291 ) Revenue We generated $138,252,861 in revenues in 2024, as compared to $132,124,202 in revenues in the same period in 2023.
Cost of goods sold is comprised of the book value of inventory sold to customers during the reporting period. Property and Equipment Property, plant, and equipment are recorded at cost and depreciated or amortized over the estimated useful life of the asset using the straight-line method.
Property and Equipment - Property and equipment are recorded at cost and depreciated or amortized over the estimated useful life of the asset using the straight-line method. The Company elected to expense any individual property and equipment items under $2,500.
This was driven by our net loss of $2,429,694 and as we continue to invest in inventory growth while at the same time, pay off accounts payable for the year ended December 31, 2022, as compared to $1,477,623 for the same period in 2022.
This was driven by our net income (loss) of $657,447 for the year ended December 31, 2024, as compared to $(2,429,694) for the same period in 2023.
Cost of Goods Sold Cost of goods sold for the year ended December 31, 2023 totaled $65,606,947, as compared to $46,942,770 for the year ended December 31, 2022. Cost of goods sold includes the cost of the merchandise sold and shipping costs, as well as estimated losses due to damage to goods.
Cost of Goods Sold Cost of goods sold for the year ended December 31, 2024 totaled $66,242,153, as compared to $65,606,947 for the year ended December 31, 2023.
(federal and state) and foreign income taxes. The Company also complied with state tax regulations, including those relating to California franchise tax.
Consequently, the Company has determined that it has only one operating segment. Income Taxes - Income tax expense includes U.S. (federal and state) and foreign income taxes. The Company also complied with state tax codes and regulations, including with respect to California franchise taxes.
During these times, we avoid matching their prices. This strategy allows us to stay profitable. Our Financial Position For the fiscal years ended December 31, 2023 and 2022, we generated net revenues of $132,124,202 and $95,930,091, respectively, and reported net loss of $2,429,694 and $1,477,623, respectively, and cash flow used in operating activities of $2,063,375 and $11,603,176, respectively.
Our Financial Position For the fiscal years ended December 31, 2024 and 2023, we generated net revenues of $138,252,861 and $132,124,202, respectively, and reported net income (loss) of $657,447 and $(2,429,694), respectively, and cash flow provided by (used in) operating activities of $313,140 and $(2,063,375), respectively.
Also, Flywheel has accrued interest expense of $1,715 as of December 31, 2023. 40 Affiliated Loans From time to time, the Company receives loans and advances from its stockholders to fund its operations. As of December 31, 2023, the Company had $4,170,418 due to related parties.
Affiliated Loans From time to time, the Company receives loans and advances from its stockholders to fund its operations. As of December 31, 2024, the Company had a total of $4,192,995 due to related parties, which included $3,499,418 in stockholder payables and $693,577 accrued for bonuses.
Revenue Recognition The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The Company adopted ASC Topic 606 as of January 1, 2019. The standard did not affect the Company’s consolidated financial position, or cash flows.
The Company adopted ASC Topic 606 as of January 1, 2019. The standard did not affect the Company’s consolidated financial position, or cash flows. There were no changes to the timing of revenue recognition as a result of the adoption.
The Company’s accounting policy is to exclude the tax collected and remitted from revenues and cost of revenues. Pursuant to the Wayfair decision, each state enforces sales tax collection at different dates. The Company collects and remits sales tax in accordance with state regulations.
The Company assesses sales tax payable including any related interest and penalties and accrues these estimates on its financial statements. Pursuant to the Wayfair decision, each state enforces sales tax collection at different dates. The Company collects and remits sales tax in accordance with state regulations.
The customer can return the products within 30 days after the products are delivered and estimated sales returns are calculated based on the expected returns. Based on these considerations, the Company is the principal in this arrangement. Performance Obligations .
As a result, the Company has a present and unconditional right to payment and record the amount due from the customer in accounts receivable. 49 The customer can return the products within 30 days after the products are delivered and estimated sales returns are calculated based on the expected returns.
Actual results could materially differ from those estimates. 41 Cash The Company considers all highly liquid financial instruments purchased with original maturities of three months or less to be cash. The carrying amount of cash approximates fair value. Inventory and Cost of Goods Sold Inventories are stated at the lower of cost or net realizable value.
Actual results could materially differ from those estimates. 46 Cash and Cash Equivalents - The Company considers all highly liquid financial instruments purchased with original maturities of three months or less to be cash. Our cash is held in the bank and covered by the Federal Deposit Insurance Corporation (“FDIC”), subject to applicable limits.
The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, accounts payable and other current liabilities approximate fair value because of the immediate or short-term maturity of these financial instruments.
The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, accounts payable, due to related parties and short-term debt at fair value or cost, which approximates fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.
Total Comprehensive Loss Total comprehensive loss for the year ended December 31, 2023 was $2,432,291, as compared to $1,492,794 for the year ended December 31, 2021. The increase in total comprehensive loss was driven by an increase in the Company’s operating expenses in 2023, compared to 2022.
Other Expenses, Net Other expenses, net for the year ended December 31, 2024 was $228,621, as compared to $(157,031) for the year ended December 31, 2023. Total Comprehensive income (loss) Total comprehensive income (loss) for the year ended December 31, 2024 was $631,803, as compared to $(2,432,291) for the year ended December 31, 2023.
Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at historical cost less allowance for doubtful accounts. On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off based on a past history of write-offs, collections and current credit conditions.
On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance for credit losses in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 326, credit losses based on a past history of write-offs, collections, current credit conditions, current economic conditions, reasonable and supportable forecasts of future economic conditions.
Market Description/Opportunities Total U.S. retail sales increased 2% to $7.24 trillion in 2023 from $7.09 trillion in 2022. Consumers spent $1,118.68 billion online with U.S. merchants in 2023, which is around 15.45% of total U.S. retail sales for the year compared to 14.66% in 2022.
Consumers spent $1,192.29 billion online with U.S. merchants in 2024, which is around 16.07% of total U.S. retail sales for the year compared to 15.45% in 2023. Amazon accounted for approximately 40% of all e-commerce in the United States and that makes Amazon the biggest ecommerce giant currently in the market.
Net Cash (Used in) Provided by Financing Activities For the fiscal year ended December 31, 2023, cash used in financing activities amounted to $-0-, as compared to cash provided by financing activities of $5,923,342 for the fiscal year ended December 31, 2022.
Net Cash Used in Financing Activities For the fiscal year ended December 31, 2024, cash used in financing activities amounted to $671,000, as compared to $-0- cash used in financing activities for the fiscal year ended December 31, 2023. 44 Off-Balance Sheet Financing Arrangements We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements.
(“Flywheel”), to provide business operating consulting services, exclusively to Hour Loop. On April 7, 2021, Hour Loop converted from a Washington corporation to a Delaware corporation. The Company was founded in 2013 by Sam Lai and Maggie Yu. With their vision, leadership, and software development skills, the Company grew rapidly. From 2013 to 2023, sales grew from $0 to $132,124,202.
Formation The Company was founded in 2013 by Sam Lai and Maggie Yu. With their vision, leadership, and software development skills, the Company grew rapidly. From 2013 to 2024, sales grew from $0 to $138,252,861. 40 We were originally incorporated under the laws of the State of Washington on January 13, 2015.
A receivable is considered past due if the Company has not received payments based on agreed-upon terms. The Company performs on-going evaluations of its customers and maintains an allowance for bad debt and doubtful receivables as the Company deems necessary or appropriate.
A receivable is considered past due if the Company has not received payments based on agreed-upon terms. The Company generally does not require any security or collateral to support its receivables. The collection is primarily through Amazon and the collection period is usually less than 7 days.
Operating Expense Operating expenses for the year ended December 31, 2023 totaled $69,520,678, representing a $18,617,571, or 36.57%, increase from the $50,903,107 of operating expenses for the year ended December 31, 2022. This change was caused by an increase in platform fees and fees paid to Amazon. The Amazon fees are proportional to revenues.
This change was caused by an increase in platform fees and fees paid to Amazon. The Amazon fees are proportional to revenues. The increase in revenues in 2024 over the same period in 2023 drove the increase in platform fees and higher Amazon fees.
Removed
Amazon accounted for nearly 37.6% of all e-commerce in the United States and that makes Amazon the biggest ecommerce giant currently in the market. Formation We were originally incorporated under the laws of the State of Washington on January 13, 2015. In 2019, we formed a wholly owned subsidiary, Flywheel Consulting Ltd.
Added
The challenges of selling via a wholesale model: ● Fierce competition on listing for Buy Box on amazon.com (as described below). ● Developing and maintaining relationships with brand manufacturers. Market Description/Opportunities Total U.S. retail sales increased 2.5% to $7.42 trillion in 2024 from $7.24 trillion in 2023.
Removed
The rise in the cost of goods sold can be attributed to an increase in the overall cost of doing business, particularly with increased product costs and other expenses within the supply chain.
Added
In 2019, we formed a wholly owned subsidiary, Flywheel Consulting Ltd. (“Flywheel”), to provide business operating consulting services, exclusively to Hour Loop. On April 7, 2021, Hour Loop converted from a Washington corporation to a Delaware corporation.
Removed
In 2023, Amazon made strategic adjustments to its Fulfillment by Amazon (“FBA”) fees and costs, which had a direct impact on our operating expenses.
Added
During these times, we avoid matching their prices. This strategy allows us to stay profitable.
Removed
The increase in revenues in 2023 over the same period in 2022 drove the increase in platform fees and higher Amazon fees. 38 Other Expense Other expense for the year ended December 31, 2023 was $157,031, as compared to $24,000 for the year ended December 31, 2022. The increase was mainly due to accrued interest from due to related parties.
Added
Cost of goods sold includes the cost of the merchandise sold and shipping costs, as well as estimated losses due to damage to goods. 42 Operating Expense Operating expenses for the year ended December 31, 2024 totaled $71,279,768, representing a $1,759,090, or 2.53%, increase from the $69,520,678 of operating expenses for the year ended December 31, 2023.
Removed
The following table shows a summary of our cash flows for the years ended December 31, 2023 and 2022.
Added
We have received funds from the sales of products that we sell online.
Removed
The cash provided by financing activities in 2022 related to the proceeds of the Company’s initial public offering of $6,156,360. Off-balance sheet financing arrangements We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements.
Added
On November 25, 2024, the term of the loan was revised such that maturity date was extended to May 23, 2025. The line of credit bears interest at a rate of 3.33% per annum. As of December 31, 2024 and 2023, the outstanding balance under the Taishin line of credit was $610,967 and $652,422, respectively.
Removed
The monthly payment is $15,963, consisting of $11,398 of principal and $4,565 of interest. As of December 31, 2023, the aggregate principal amount of the BofA Note outstanding was $-0-. As of December 31, 2023,there was an outstanding balance of deferred interest of $27,996.
Added
Yu agreed to extend the term of the loan, with a new maturity date of December 31, 2025. As amended, the annual interest rate of the loan is 5.5%. Leases The Company has four operating leases (Flywheel has four offices lease in Taiwan).
Removed
There were no changes to the timing of revenue recognition as a result of the adoption.
Added
Deposits are insured up to $250,000 per depositor, per FDIC-insured bank, per ownership category. Cash equivalents and marketable securities are comprised of time deposits, money market funds, highly liquid government bonds, corporate debt securities, mortgage-backed and asset-backed securities, and marketable equity securities. Our cash and cash equivalents primarily consisted of cash and money market funds.
Removed
A performance obligation is a promise in a contract to transfer a distinct good to the customer and is the unit of account in ASC Topic 606. A contract’s transaction price is recognized as revenue when the performance obligation is satisfied. Each of the Company’s contracts has a single distinct performance obligation, which is the promise to transfer individual goods.
Added
Such amounts are recorded at fair value. Accounts Receivable and Allowance for Credit Losses - Accounts receivable are stated at historical cost less allowance for doubtful accounts.
Removed
For consumer product sales, the Company has elected to treat shipping and handling as fulfillment activities, and not a separate performance obligation. The Company bills customers for charges for shipping and handling on certain sales and such charges are recorded as part of net revenue.
Added
The evaluation is performed on a collective basis where similar characteristics exist, primarily based on similar services or products offerings. We adopted the standard effective January 1, 2023. The impact of the adoption was not considered material to the financial statements and primarily resulted in new/enhanced disclosures only.
Removed
For each contract, the Company considers the promise to transfer products to be the only identified performance obligation. In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled.
Added
The Company performs on-going evaluations of its customers and maintains an allowance for credit losses as the Company deems necessary or appropriate. As of December 31, 2024 and 2023, the Company did not deem it necessary to have an allowance for credit loss. Inventory and Cost of Goods Sold - The Company’s inventory consists mainly of finished goods.
Removed
Leases The Company has elected the adoption under ASC Topic 842, Leases, which allows the Company to apply the transition provision at the Company’s adoption date instead of at the earliest comparative period presented in the financial statements.
Added
The merchandise with terms of FOB shipping point from vendors was recorded as the inventory-in-transit when inventory left the shipping dock of the vendors but not yet reached the receiving dock of the Company. Management continually evaluates its estimates and judgments including those related to merchandise inventory.
Removed
The Company elected the optional practical expedient permitted under the transition guidance which allows the Company to carry forward the historical accounting treatment for existing leases upon adoption. Sales Taxes The Company makes an assessment of sales tax payable including any related interest and penalties.
Added
The “Cost of revenues” line item in the unaudited consolidated statements of operations is principally inventory sold to customers during the reporting period.
Removed
In the past, where the Company has not collected these taxes, the Company has made estimates of amounts owed and accrued these on the financial statements. The Company has made some progress of filing historical sales tax returns and targets completion of filings for all jurisdictions in 2024. Income Taxes Income tax expense includes U.S.
Added
Policy for inventory allowance: The Company writes down the cost of obsolete and slow-moving inventories to the estimated net realizable value, based on inventory obsolescence trends, historical experience, forecasted consumer demand and application of the specific identification method.
Removed
Legal costs incurred in connection with loss contingencies are expensed as incurred. Related Parties The Company accounts for related party transactions in accordance with ASC Topic 850 (Related Party Disclosures).
Added
As of December 31, 2024 and 2023, $560,293 and $675,886, respectively, were written down from the cost of inventories to their net realizable values. Full inventory allowance is recorded for the inventory SKU not sold for more than one year.

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