UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41994

Massimo Group

(Exact name of registrant as specified in its charter)

Nevada		92-0790263
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3101 W Miller Road

Garland, TX

75041

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (877) 881-6376

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common stock, $0.001 par value		MAMO		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of November 12, 2024, there were 41,384,791 shares of the Company’s common stock issued and outstanding.

TABLE OF CONTENTS

		Page
	Cautionary Note Regarding Forward-Looking Statements	ii

PART I.	FINANCIAL INFORMATION	F-1
Item 1.	Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023 (audited)	F-1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	F-2
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	F-3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (unaudited)	F-4
	Notes to Condensed Consolidated Financial Statements (unaudited)	F-5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	14
Item 4.	Controls and Procedures.	14
PART II.	OTHER INFORMATION	15
Item 1.	Legal Proceedings.	15
Item 1A.	Risk Factors.	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	15
Item 3.	Defaults Upon Senior Securities.	15
Item 4.	Mine Safety Disclosures.	15
Item 5.	Other Information.	15
Item 6.	Exhibits.	16
	Signatures	17

Unless otherwise stated in this Quarterly Report on Form 10-Q (this “Report”), references to “we,” “us,” “our,” “Company” or “our Company” are to Massimo Group, a Nevada corporation, and its subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements contained in this Report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, projected costs and our objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “should,” “shall,” “intend,” “goal,” “objective,” “seek,” “expect,” and similar expressions or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including but not limited to:

●	our limited operating history on which to judge our performance and assess our prospects for future success;
●	risks related to our reliance on a network of independent dealers and distributors to manage the retail distribution of many of our products;
●	our reliance on third-party manufacturers and supplies for our products;
●	risks related to the fact that the majority of the products we purchase are manufactured by suppliers in China and their operations are subject to risks associated with business operations in China;
●	the inexperience of our principal shareholder and senior management in operating a publicly traded company;
●	economic conditions that impact consumer spending may have a material adverse effect on our business;
●	results of operations or financial condition;
●	risks related to face intense competition in all product lines, including from some competitors that have greater financial and marketing resources;
●	risks related to our ability to attract and retain key personnel;
●	potential harm caused by misappropriation of our data and compromises in cybersecurity;
●	changes in laws, regulatory requirements, governmental incentives and fuel and energy prices;
●	litigation, regulatory proceedings, complaints, product liability claims and/or adverse publicity;
●	the inability of our dealers, customers and distributors to secure adequate access to capital or financing;
●	failure to develop brand name and reputation;
●	the significant product repair and/or replacement due to product warranty claims or product recalls;
●	the impact of health epidemics, including the COVID-19 pandemic, on our business; and
●	other risks and uncertainties described in this Report, including those described in the “Risk Factors” section.

Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, we undertake no duty to update any of these forward-looking statements after the date of this Report or to conform these statements to actual results or revised expectations.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

You should read this Report and the documents that we reference in this Report and have filed as exhibits to the registration statement, of which this Report is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this Report by these cautionary statements.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MASSIMO GROUP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2024 (Unaudited)		December 31, 2023 (Audited)
	As of
	September 30, 2024 (Unaudited)		December 31, 2023 (Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,723,783	$	765,814
Accounts receivable, net		11,557,733		9,566,445
Inventories, net		30,913,746		25,800,912
Advance to suppliers		323,268		1,589,328
Other current assets		567,485		637,509
Total current assets		45,086,015		38,360,008

NON-CURRENT ASSETS
Property and equipment at cost, net		600,034		399,981
Right of use operating lease assets, net		10,125,587		1,478,221
Right of use financing lease assets, net		82,410		113,549
Deferred offering assets		-		1,457,119
Other non-current assets		49,500		-
Deferred tax assets		1,109,292		134,601
Total non-current assets		11,966,823		3,583,471
TOTAL ASSETS	$	57,052,838	$	41,943,479

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loans	$	-	$	303,583
Accounts payable		9,764,284		12,678,077
Other payable, accrued expenses and other current liabilities		4,007,780		98,097
Accrued return liabilities		163,666		283,276
Accrued warranty liabilities		608,644		619,113
Contract liabilities		1,167,161		1,835,411
Current portion of obligations under operating leases		2,075,541		847,368
Current portion of obligations under financing leases		42,970		41,647
Income tax payable		2,031,571		2,121,083
Loan from a related party		6,416,525		-
Total current liabilities		26,278,142		18,827,655

NON-CURRENT LIABILITIES
Obligations under operating leases, non-current		8,186,938		630,853
Obligations under financing leases, non-current		44,629		77,024
Loan from a related party		-		7,920,141
Total non-current liabilities		8,231,567		8,628,018
TOTAL LIABILITIES	$	34,509,709	$	27,455,673

Commitments and Contingencies		-		-

EQUITY
Common shares, $0.001 par value, 100,000,000 shares authorized, 41,329,235 and 40,000,000 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		41,329		40,000
Preferred shares, $0.01 par value, 5,000,000 preferred shares authorized, no shares were issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		-		-
Subscription receivable		-		(832,159	)
Additional paid-in-capital		5,720,756		1,994,000
Retained earnings		16,781,044		13,285,965
Total equity		22,543,129		14,487,806

TOTAL LIABILITIES AND EQUITY	$	57,052,838	$	41,943,479

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-1

MASSIMO GROUP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	2024			2023			2024			2023
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023

Revenues	$	25,602,310		$	29,907,697		$	91,156,640		$	75,483,811
Cost of revenues		18,649,995			19,850,258			62,253,681			51,706,682
Gross profit		6,952,315			10,057,439			28,902,959			23,777,129

Operating expenses:
Selling expense		2,628,915			2,104,505			7,936,761			6,541,244
General and administrative		3,895,232			2,716,733			12,096,874			9,038,488
Impairment loss on supplier deposit		29,883			-			772,780			-
Research and development		94,771			-			257,021			-
Total operating expenses		6,648,801			4,821,238			21,063,436			15,579,732

Income from operations		303,514			5,236,201			7,839,523			8,197,397

Other income (expense):
Other income, net		210,701			41,133			590,538			113,001
Loss on litigation		(3,573,651	)		-			(3,573,651	)		-
Interest expense		(64,462	)		(213,901	)		(268,803	)		(494,011	)
Total other (expense) income, net		(3,427,412	)		(172,768	)		(3,251,916	)		(381,010	)

(Loss) income before income taxes		(3,123,898	)		5,063,433			4,587,607			7,816,387

(Recovery of ) provision for income taxes		(621,665	)		1,106,046			1,092,528			1,236,551

Net (loss) income and comprehensive (loss) income	$	(2,502,233	)	$	3,957,387		$	3,495,079		$	6,579,836

(Loss) Earnings per Share – basic	$	(0.06	)	$	0.10		$	0.09		$	0.16
Weighted average shares outstanding – basic *		41,325,388			40,000,000			40,863,370			40,000,000
(Loss) Earnings per Share –diluted	$	(0.06	)	$	0.10		$	0.09		$	0.16
Weighted average shares outstanding –diluted*		41,325,388			40,000,000

SEC Form 10-Q filed by Massimo Group