UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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, 2025

☐	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: 001-42930

Off the Hook YS Inc.

(Exact name of registrant as specified in its charter)

Nevada

99-4103908

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

1701 Jel Wade Drive

Wilmington, NC 28401

(Address of principal executive offices)(Zip code)

(910)-239-9344

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		OTH		NYSE

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 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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
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

The number of shares of the registrant’s common stock, par value $0.001 per share, outstanding as of December 12, 2025 was 23,750,000 shares.

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the federal securities laws concerning our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business operations and financial performance and condition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology. These forward-looking statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management’s beliefs and assumptions and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, our actual results and the timing of selected events may differ materially. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk factors” in Part II, Item 1A of this Quarterly Report and elsewhere in this Quarterly Report. Potential investors are urged to consider these factors carefully in evaluating the forward-looking statements. These forward-looking statements speak only as of the date of this Quarterly Report. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

SUMMARY OF MATERIAL RISKS ASSOCIATED WITH OUR BUSINESS

Off the Hook YS Inc.

Table of Contents

PART I. FINANCIAL INFORMATION
Item 1. Financial statements (unaudited)
Consolidated balance sheets at September 30, 2025 and December 31, 2024	4
Consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024	5
Consolidated statements of Changes in Members’ Equity	6
Consolidated statements of cash flows for the Nine months ended September 30, 2025 and 2024	7
Notes to condensed combined and consolidated financial statements (unaudited)	8
Item 2. Management’s discussion and analysis of financial condition and results of operations	30
Item 3. Quantitative and qualitative disclosures about market risk	36
Item 4. Controls and procedures	37
PART II. OTHER INFORMATION	38
Item 1. Legal proceedings	38
Item 1A. Risk factors	38
Item 2. Unregistered sales of equity securities and use of proceeds	38
Item 3. Defaults upon senior securities	38
Item 4. Mine safety disclosures	38
Item 5. Other information	38
Item 6. Exhibits	38
SIGNATURES	39

OFF THE HOOK YS INC. AND AFFILIATES

Consolidated Balance Sheets

As of September, 2025 and December 31, 2024

	September 30, 2025			December 31, 2024
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,267,564		$	2,927,126
Accounts receivable, net		244,400			104,317
Inventory		24,015,983			22,593,422
Prepaid expense		2,281,347			2,388,782
Private label receivable		-			4,942
Other current assets		368,117			840,401
TOTAL CURRENT ASSETS		29,177,411			28,858,990

NON-CURRENT ASSETS
Property, plant and equipment, net		498,156			461,709
Other receivable		43,366			42,192
Private label receivable		-			185,550
Due from related party		-			11,313
Right-of-use assets		1,868,839			1,505,986
Goodwill		570,000			570,000
Intangible assets, net		456,111			-
TOTAL NON-CURRENT ASSETS		3,436,472			2,776,750

TOTAL ASSETS	$	32,613,883		$	31,635,740

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	627,237		$	962,725
Accrued liabilities		519,204			507,284
Lease liabilities, current		491,945			382,731
Line of credit		2,842,682			2,833,400
Current portion of long-term debt		219,321			137,468
Due to related party		1,322,015			1,422,540
Customer deposit		1,690,533			2,350,219
Floor plan notes payable		23,478,756			20,595,517
Other current liabilities		213,631			110,547
Contingent liabilities		350,000			-
TOTAL CURRENT LIABILITIES		31,755,324			29,302,431

LONG-TERM LIABILITIES
Long-term debt, noncurrent		67,924			229,295
Lease liabilities, noncurrent		1,401,170			1,136,624
TOTAL LONG-TERM LIABILITIES		1,469,094			1,365,919

TOTAL LIABILITIES		33,224,418			30,668,350

MEMBERS’ DEFICIT
Common stock, with $0.001 par value, 100,000,000 number of common stocks authorized, 20,000,000 shares of common stocks issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.*		20,000			20,000
Additional paid-in capital		2,774,944			2,774,944
Retained earnings		(3,405,479	)		(1,827,554	)
TOTAL MEMBERS’ EQUITY		(610,535	)		967,390

TOTAL LIABILITIES AND MEMBERS’ EQUITY	$	32,613,883		$	31,635,740

*	Par value of common stocks, additional paid-in capital and share data have been retrospectively restated to give effect to the reorganization that is discussed in Note 1.

The accompanying notes are an integral part of these unaudited condensed combined and consolidated financial statements

OFF THE HOOK YS INC. AND AFFILIATES

Unaudited Consolidated Statements of Operations

For the Three and Nine Months Ended September 30, 2025 and 2024


	For the three months ended September 30,						For the nine months ended September 30,
	2025			2024			2025			2024

Revenues	$	24,005,345		$	25,865,198		$	82,592,188		$	69,225,871
Cost of revenues		20,975,546			22,963,223			74,218,978			62,296,256
Gross profit		3,029,799			2,901,975			8,373,210			6,929,615

Operating expenses:
Depreciation and amortization		87,162			68,760			210,372			206,787
Selling, general and administrative		617,396			256,616			1,441,248			1,053,275
Advertising and marketing		220,851			95,202			597,506			314,081
Professional services		68,892			119,793			170,372			288,375
Salaries and wages		1,513,401			941,514			3,113,964			2,148,143
Rent expenses		211,689			126,459			596,250			313,514
Total operating expenses		2,719,391			1,608,344			6,129,712			4,324,175

Income from operations		310,408			1,293,631			2,243,498			2,605,440

Other expenses:
Interest expense, net		(500,360	)		(404,281	)		(1,616,872	)		(1,205,638	)
Other income		123,286			71,118			150,323			272,672
Total expenses		(377,074	)		(333,163	)		(1,466,549	)		(932,966	)

Net Income (loss)	$	(66,666	)	$	960,468		$	776,949		$	1,672,474

Basic and diluted net income per membership shares	$	(0.003	)	$	0.048		$	0.039		$	0.084
Basic and diluted weighted average membership shares outstanding		20,000,000			20,000,000			20,000,000			20,000,000

*Par value of common stocks, additional paid-in capital and share data have been retrospectively restated to give effect to the reorganization that is discussed in Note 1.

The accompanying notes are an integral part of these unaudited condensed combined and consolidated financial statements

OFF THE HOOK YS INC. AND AFFILIATES

Unaudited Consolidated Statements of Changes in Members’ Equity

For the Nine Months Ended September 30, 2025 and 2024


	Common Stocks				Additional Paid-in		Retained			Total Members’
	Shares		Amount		Capital		Earnings			Equity
Balance, December 31, 2023		20,000,000	$	20,000	$	1,813,229	$	(2,082,949	)	$	(249,720	)

Imputed Interest		-		-		10,688		-			10,688

Member Distribution		-		-		-		(559,834	)		(559,834	)

Net income		-		-		-		232,472			232,472

Balance, March 31, 2024, unaudited		20,000,000	$	20,000	$	1,823,917	$	(2,410,311	)	$	(566,394	)

Member Distribution		-		-		-		(959,578	)		(959,578	)

Net income		-		-		-		479,534			479,534

Balance, June 30, 2024, unaudited		20,000,000	$	20,000	$	1,823,917	$	(2,890,355	)	$	(1,046,438	)

Member Distribution		-		-		-		684,301			684,301

Net income		-		-		-		960,468			960,468

Balance, September 30, 2024, unaudited		20,000,000	$	20,000	$	1,823,917	$	(1,245,586	)	$	598,331

Balance, December 31, 2024		20,000,000	$	20,000	$	2,774,944	$	(1,827,554	)	$	967,390

Member Distribution		-		-		-		(591,906	)		(591,906	)

SEC Form 10-Q filed by Off The Hook YS Inc.