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 June 30, 2026

☐ 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

N/A

(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

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 ☒

As of August 13, 2026, there were 41,640,950 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 June 30, 2026 (unaudited) and December 31, 2025 (audited)	F-1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Six Months Ended June 30, 2026 and 2025 (unaudited)	F-2
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended June 30, 2026 and 2025 (unaudited)	F-3
	Condensed Consolidated Statements of Cash Flows for the Six months Ended June 30, 2026 and 2025 (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.	12
Item 4.	Controls and Procedures.	12
PART II.	OTHER INFORMATION	13
Item 1.	Legal Proceedings.	13
Item 1A.	Risk Factors.	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	13
Item 3.	Defaults Upon Senior Securities.	13
Item 4.	Mine Safety Disclosures.	13
Item 5.	Other Information.	13
Item 6.	Exhibits.	14
	Signatures	15

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:

●	We have a limited operating history on which to judge our performance and assess our prospects for future success.
●	We rely on independent dealers and distributors to manage the retail distribution of many of our products, and their inability to secure adequate access to capital could materially and adversely affect our business.
●	The majority of the products we purchase are manufactured in China and their operations are subject to risks associated with business operations in China. Any disruption of these manufacturers to supply us with appropriately priced products on a timely basis could have a material adverse effect on our business.
●	Economic conditions that impact consumer spending, along with rising U.S.-China trade tensions and tariffs, may increase costs, disrupt our supply chain, and have a material adverse effect on our business and that of our partners.
●	We currently maintain all of our cash and cash equivalents with three financial institutions.
●	We face intense competition in all product lines, including from some competitors that have greater financial and marketing resources.
●	Our future expansion plans are subject to uncertainties and risks, and distribution centers we intend to open may not result in increased sales or efficiencies.
●	Our limited investment in research and development (“R&D”) of new products may adversely affect our ability to enhance existing products and develop and market new products.
●	The high cost of delivering our Pontoon Boats may limit the geographic market for these products.
●	Higher fuel costs can materially and adversely affect our business.
●	We may require additional capital which may not be available.
●	Our business depends on the efforts of our management, and our business may be severely disrupted if we lose their services.
●	We may be unable to protect our intellectual property or may incur substantial costs as a result of litigation or other proceedings relating to our intellectual property.
●	Significant product repair and/or replacement due to product warranty claims, liability claims or product recalls could have a material adverse impact on our business.

●	We are subject to laws, rules and regulations regarding product safety, health, environmental and noise pollution, and other issues.
●	Our insurance may not be sufficient.
●	We have been in the past, and may be, in the future subject to litigation relating to defective products that have caused property damage, physical injury, and death.
●	We have not made use of confidentiality agreements in the past and, although we intend to rely on such agreements in future dealings with suppliers, employees, consultants, and other parties, the prior lack of or the breach of such agreements could adversely affect our business and results of operations.
●	The market price of our common stock is likely to be highly volatile, and you could lose all or part of your investment.
●	We have no current plans to pay cash dividends on our common stock for the foreseeable future.
●	As an “emerging growth company” under applicable law, we are subject to lessened disclosure requirements, which could leave our stockholders with less information or fewer rights available to stockholders of more mature companies.
●	If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our common stock adversely, the price of our common stock and trading volume could decline.
●	Anti-takeover provisions in our Articles of Incorporation and Bylaws and Nevada law could discourage, delay, or prevent a change in control of our company and may affect the trading price of our common stock.
●	Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.
●	Failures or delays in our projects related to advanced security technologies, autonomous patrol platforms and/or AI-enabled security solutions.
●	Our Bylaws provide that the Second Judicial District Court of Washoe County of the State of Nevada is the sole and exclusive forum for certain stockholder litigation matters.
●	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.

We qualify all of the forward-looking statements in this Report by these cautionary statements.

iii

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MASSIMO GROUP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2026 (UNAUDITED) AND DECEMBER 31, 2025

	June 30, 2026 (unaudited)		December 31, 2025
	As of
	June 30, 2026 (unaudited)		December 31, 2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	4,637,858	$	5,787,993
Accounts receivable, net	$	4,979,678	$	5,327,037
Inventories, net	$	23,641,134	$	26,007,553
Advance to suppliers	$	193,384	$	193,403
Prepaid and other current assets	$	3,804,393	$	2,531,257
Total current assets	$	37,256,447	$	39,847,243

NON-CURRENT ASSETS
Property and equipment at cost, net	$	985,056	$	456,078
Right of use operating lease assets, net	$	6,341,211	$	7,388,313
Right of use financing lease assets, net	$	14,020	$	30,513
Intangible assets	$	403,746	$	-
Crypto Assets	$	385,297	$	573,333
Other non-current assets	$	49,500	$	49,500
Deferred tax assets	$	3,288,449	$	3,087,831
Total non-current assets	$	11,467,279	$	11,585,568
TOTAL ASSETS	$	48,723,726	$	51,432,811

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	5,367,763	$	7,726,558
Other payable, accrued expenses and other current liabilities	$	6,129,138	$	6,233,684
Return liabilities	$	6,334	$	12,166
Warranty liabilities	$	143,969	$	152,795
Contract liabilities	$	760,927	$	609,171
Current portion of obligations under operating leases	$	1,873,120	$	1,956,045
Current portion of obligations under financing leases	$	10,253	$	23,927
Income tax payable	$	3,851,421	$	3,539,447
Due to a shareholder	$	2,000,089	$	2,000,089
Total current liabilities	$	20,143,014	$	22,253,882

NON-CURRENT LIABILITIES
Obligations under operating leases, non-current	$	4,500,259	$	5,456,648
Obligations under financing leases, non-current	$	5,635	$	9,676
Total non-current liabilities	$	4,505,894	$	5,466,324
TOTAL LIABILITIES	$	24,648,908	$	27,720,206

Commitments and Contingencies		-		-

EQUITY
Common shares, $0.001 par value, 100,000,000 shares authorized, 41,640,950 shares issued and outstanding as of June 30, 2026 and December 31, 2025		41,640		41,640
Additional paid-in-capital	$	7,031,151	$	7,113,750
Retained earnings	$	17,002,027	$	16,557,215
Total equity	$	24,074,818	$	23,712,605

TOTAL LIABILITIES AND EQUITY	$	48,723,726	$	51,432,811

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

F-1

MASSIMO GROUP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

	2026			2025			2026			2025
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2026			2025			2026			2025
Revenues	$	14,918,102		$	18,915,918		$	27,633,098		$	33,817,640
Cost of revenues		7,636,008			12,049,501			15,275,423			22,726,573
Gross profit		7,282,094			6,866,417			12,357,675			11,091,067

Operating expenses:
Selling expense		1,704,350			2,154,417			2,968,655			4,024,381
General and administrative expenses		3,626,877			4,425,166			7,847,716			8,644,766
Research and development expenses		289,457			144,757			918,219			985,953
Total operating expenses		5,620,684			6,724,340			11,734,590			13,655,100

Income from operations		1,661,410			142,077			623,085			(2,564,033	)

Other income (expense):
Other income, net		132,623			26,602			135,404			105,300
Unrealized loss on crypto assets		(52,912	)		-			(188,037	)		-
Interest expense		(8,541	)		(63,704	)		(14,283	)		(64,794	)
Total other income (expense), net		71,170			(37,102	)		(66,916	)		40,506

Income before income taxes		1,732,580			104,975			556,169			(2,523,527	)

Provision for income taxes		280,218			27,296			111,357			(512,499	)

Net income and comprehensive income	$	1,452,362		$	77,679		$	444,812		$	(2,011,028	)

Earnings per Share – basic	$	0.03		$	-		$	0.01		$	(0.05	)
Weighted average shares outstanding – basic		41,640,950			41,566,110			41,640,950			41,566,110
Earnings per Share –diluted	$	0.03		$	-		$	0.01		$	(0.05	)
Weighted average shares outstanding –diluted		41,640,950			41,640,950			41,640,950			41,566,110

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

F-2

MASSIMO GROUP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

(UNAUDITED)

	Shares*		Amount		Receivable		Capital			Earnings		Total
	Common Share				Subscription		Additional Paid-in			Retained
	Shares*		Amount		Receivable		Capital			Earnings		Total

Balance at March 31, 2025		41,546,700	$	41,546	$	-	$	6,901,320		$	12,959,167	$	19,902,033
Common stock issued upon vesting of RSUs		94,250		94		-		(94	)		-		-
Stock-based compensation related to options		-		-		-		66,808			-		66,808
Stock-based compensation related to RSUs		-		-		-		111,439			-		111,439
Net income for the three months ended June 30, 2025		-	$	-	$	-		-		$	77,679	$	77,679
Balance at June 30, 2025		41,640,950		41,640		-		7,079,473			13,036,846		20,157,959
Balance at March 31, 2026		41,640,950	$	41,640	$	-	$	7,084,356		$	15,549,665	$	22,675,661
Stock-option compensation reversal		-		-		-		(53,205	)		-		(53,205	)
Net income for the three months ended June 30, 2026		-		-		-		-			1,452,362		1,452,362
Balance at June 30, 2026		41,640,950		41,640		-		7,031,151			17,002,027		24,074,818

	Common Share				Subscription		Additional Paid-in			Retained
	Shares*		Amount		Receivable		Capital			Earnings			Total

Balance at December 31, 2024		41,539,950	$	41,539	$	-	$	6,614,907		$	15,047,874		$	21,704,320
Common stock issued upon vesting of RSUs		101,000		101		-		(101	)		-			-
Stock-based compensation related to options		-		-		-		157,288			-			157,288
Stock-based compensation related to RSUs		-		-		-		307,379			-			307,379
Net loss for the six months ended June 30, 2025		-	$	-	$	-	$	-		$	(2,011,028	)	$	(2,011,028	)
Balance at June 30, 2025		41,640,950		41,640		-		7,079,473			13,036,846			20,157,959
Balance at December 31, 2025		41,640,950	$	41,640	$	-	$	7,113,750		$	16,557,215		$	23,712,605
Reversal of stock-based compensation related to options		-		-		-		(82,599	)	$	-		$	(82,599	)
Net income for the six months ended June 30, 2026		-		-		-		-			444,812			444,812
Net income (loss)		-		-		-		-			444,812			444,812
Balance at June 30, 2026		41,640,950		41,640		-		7,031,151			17,002,027			24,074,818

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

F-3

MASSIMO GROUP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

	2026			2025
	Six Months Ended June 30,
	2026			2025

Cash flows from operating activities:
Net income (loss)	$	444,812		$	(2,011,028	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		105,509			67,005
Non-cash operating lease expense		1,047,102			1,036,202
Accretion of finance lease liabilities		876			1,680
Amortization of finance lease right-of-use assets		16,493			20,529
Fair value loss on Crypto assets		188,037			-
Loss on disposal of property and equipment		24,346			-
Provision for expected credit loss, net		76,757			(25,465	)
Impairment loss of advances to supplier due to lawsuit		-			-
Stock-option compensation (reversal)		(82,599	)		157,288
Restricted stock unit compensation		-			307,379
Deferred tax assets		(200,618	)		(521,498	)
Changes in operating assets and liabilities:
Accounts receivable		270,602			(3,277,941	)
Inventories		2,366,419			3,848,304
Advance to suppliers		19			(242,702	)
Other assets		(1,273,136	)		266,460
Due from a related party		-			8,576
Accounts payables		(2,358,795	)		(3,329,249	)
Other payable, accrued expense and other current liabilities		(104,545	)		23,472
Tax payable		311,974			8,998
Accrued warranty liabilities		(8,826	)		(201,908	)
Accrued return liabilities		(5,832	)		(229,943	)
Contract liabilities		151,756			405,267
Due to shareholder		-			-
Lease liabilities – operating lease		(1,039,314	)		(1,042,721	)
Net cash (used in) provided by operating activities		(68,963	)		(4,731,295	)

Cash flows from investing activities:
Proceed from sales of property and equipment		10,000			-
Purchases of property and equipment		(668,834	)		-
Purchase of intangible assets		(403,746	)		-
Proceeds from short-term investment		-			-
Net cash used in investing activities		(1,062,580	)		-

Cash flows from financing activities:
Net proceeds from bank loan		-			-
Repayment of other loans		-			-
Repayment of finance lease liabilities		(18,592	)		(21,482	)
Repayment of shareholder loan		-			(3,016,300	)
Proceed from common share issuances		-			-
Proceeds from initial public offering, net of share issuance costs		-			-
Due to shareholder		-			-
Proceeds from subscription deposits		-			-
Net cash provided by (used in) financing activities		(18,592	)		(3,037,782	)

Net increase (decrease) in cash and cash equivalents		(1,150,135	)		(7,769,077	)
Cash and cash equivalents, beginning of the period		5,787,993			10,210,084
Cash and cash equivalents, end of the period	$	4,637,858		$	2,441,007

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	14,283		$	64,794
Cash paid for income taxes	$	-		$	-

NON-CASH ACTIVITIES
Right of use assets obtained in exchange for operating lease obligations	$	-		$	-

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

F-4

MASSIMO GROUP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION

Massimo Group (the “Company”) is a holding company established on October 10, 2022 under the laws of the State of Nevada. The Company, through its subsidiaries, is primarily engaged in the manufacturing and sales of a wide selection of farm and ranch tested utility terrain vehicles (“UTVs”), recreational all-terrain vehicles (“ATVs”), and pontoon and tritoon boats (“Pontoon Boats”). On April 4, 2024, the Company closed its initial public offering (“IPO”) of 1,300,000 shares of its common stock at an IPO price of $4.50 per share for aggregate gross proceeds of approximately $5.85 million from the offering (Note 15). In connection with the offering, the Company’s common shares began trading on the Nasdaq Capital Market under the trading symbol “MAMO.” Mr. David Shan, the Company’s Executive Chairman of the Board of Directors and former Chief Executive Officer, is the controlling shareholder (the “controlling shareholder”) of the Company, owning 77.2% equity interest of Massimo Group as of June 30, 2026.

Reorganization

On June 1, 2023, in preparation for the Company’s IPO, the two initial shareholders transferred their 100% equity interest in Massimo Motor Sports, LLC (“Massimo Motor Sports”) and 100% equity interest in Massimo Marine, LLC (“Massimo Marine”) to Massimo Group (the “Reorganization”). After this Reorganization, Massimo Group ultimately owns 100% equity interests of Massimo Motor Sports and Massimo Marine.

Before and after the Reorganization, the Company, together with its subsidiaries, is effectively controlled by the same controlling shareholders, and therefore the Reorganization is considered a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying condensed consolidated financial statements in accordance with ASC 805-50-45-5.

Details of the Company and its subsidiaries are set out below upon the Reorganization:

SCHEDULE OF SUBSIDIARIES

Subsidiaries

Date of

Incorporation

Jurisdiction of

Formation

Percentage of

direct/indirect

Economic

Ownership

Principal

Activities

Massimo Group

October 10, 2022

Nevada

100

Holding company

Massimo Motor Sports, LLC

June 30, 2009

Texas