This is the initial public offering of common stock of Massimo Group. We are offering 1,300,000 shares of our common stock, par value $0.001 (“common stock”), in this offering. Prior to this offering, there has been no public market for our common stock. We currently expect the initial public offering price per share to be $4.50.

Our common stock has been approved for listing on the Nasdaq Capital Market under the symbol “MAMO.”

We are an “emerging growth company” under the federal securities laws and have elected to comply with certain reduced public company reporting requirements.

Following this offering, David Shan, our Chief Executive Officer and Chairman of the Board of Directors will hold approximately 77.7% of the voting power in us (or approximately 77.3% if the underwriters (the “Underwriters”) exercise their option to purchase additional shares in full), and, as a result, we will be a “controlled company” within the meaning of the Nasdaq listing standards. As a result, Mr. Shan will have the ability to determine all matters requiring approval by stockholders, subject to applicable law. Furthermore, for so long as we remain a controlled company under that definition, we technically qualify and are eligible to be exempted from the obligation to comply with certain Nasdaq corporate governance requirements, however, we do not currently plan to take advantage of the exemptions provided to controlled companies. Our status as a controlled company could cause our securities to be less attractive to certain investors or otherwise adversely affect our securities’ trading price.

Investing in our common stock is speculative and involves a high degree of risk. See “Risk Factors” beginning on page 14.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted a 45-day option to the representative of the Underwriters to purchase up to an additional 195,000 shares of common stock solely to cover over-allotments, if any.

The Underwriters expect to deliver the shares to purchasers on or about April 4, 2024, through the book-entry facilities of The Depository Trust Company.

You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with information different from or in addition to that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Unless otherwise indicated, in this prospectus, the following terms shall have the meaning set out below:

Numerical figures included in this registration statement may be subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

Except where indicated or where the context otherwise requires, all information in this prospectus assumes no exercise by the Underwriters of their over-allotment option.

We obtained the industry, market and competitive position data in this prospectus from our own internal estimates, surveys, and research as well as from publicly available information, industry and general publications and research, surveys and studies conducted by third parties. None of the independent industry publications used in this prospectus were prepared on our behalf. Industry publications, research, surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, and we are responsible for such information. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus, and to risks due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these forecasts and other forward-looking information.

We own or have a license to use the trademarks used in this prospectus and that are important to our business, many of which are registered under applicable United States intellectual property laws. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are used without the ®, ™ and other similar symbols, but such references are not intended to indicate, in any way, that we do not own or have a license to use such trademarks, service marks or trade names and will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

This prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. Unless expressly stated herein, we do not intend our use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other person.

Our fiscal year end is December 31. References to a particular “fiscal year” are to our fiscal year ended December 31 of that calendar year. References to a particular “year” are also to our fiscal year ended December 31 of that calendar year unless the text indicates otherwise. Our audited consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States (“U.S. GAAP”).

PROSPECTUS SUMMARY

This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our common stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our common stock, you should read the entire prospectus carefully, including “Risk Factors” beginning on page 14 and the financial statements and related notes included in this prospectus.

Unless the context indicates otherwise, as used in this prospectus, the terms “Massimo Group,” “Massimo,” “Company,” “we,” “us,” “our,” “our company” and “our business” refer, to Massimo Group, including its subsidiaries named herein .

Introduction

We were incorporated in the State of Nevada on October 10, 2022 for the purpose of effectuating our Reorganization (see “—Corporate History”).

We are authorized to issue 100,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.01 per share. We currently have 40,000,000 shares of common stock issued and outstanding. No shares of preferred stock are currently outstanding.

Overview

We believe we are a leading company in the mid-tier band the (“Mid-Tier Band”) of the Powersports Vehicles and Boats Industry (as defined in “—Industry Developments below), which our management considers to be those manufacturers that produce a wide range of ATVs, UTVs, and Pontoon Boats cater to customer needs but do not yet have the international operations and market share of the top-tier band (the “Top-Tier Band”) of the Powersports Vehicles and Boats Industry, which would include companies such as Polaris, Bombardier Recreational Products (BRP), Arctic Cat, Honda and Yamaha. In 2020, we became one of the 15 largest pontoon manufacturers in Texas. Our emphasis on providing the sports enthusiast with powerful, affordable, and reliable products has enabled us to grow annual revenues and net income to in excess of $86 million and $4 million, respectively, in the twelve months ended December 31, 2022 (“Fiscal 2022”), and in excess of $75 million and $6 million, respectively, in the nine months ended September 30, 2023, since entering the industry in 2009.

We manufacture, import and distribute a diversified portfolio of products divided into two main lines: (1) a motor sports brand consisting of utility terrain vehicles (“UTVs”), all-terrain vehicles (“ATVs”), motorcycles, scooters, golf carts and a juvenile line from go karts to balance bikes; and (2) a motor boat line consisting of pontoon and tritoon boats (“Pontoon Boats”). We have been developing new product lines, such as EV chargers, portable solar panels, electric coolers, power stations and electric Pontoon Boats, all of which are currently available for sale. In addition to distributing our products, we intend to provide unparalleled customer service through a network which includes over 600 motor vehicles and 5,500 marine third-party service providers across the United States, 24-hour customer support and an approximately 40,000 sq. ft. parts facility which enables us to fulfill most parts orders within 48 hours.

We seek to provide our customers with reliable, high-quality products at great value. By doing so, we believe we have developed a loyal customer base and achieved annual revenues and net income in excess of $86 million and $4 million, respectively, in the 12 months ended December 31, 2022, and in excess of $75 million and $6 million, respectively, in the nine months ended September 30, 2023.

We are headquartered in a 286,000 sq. ft. facility of which 220,000 sq. ft. is dedicated to Massimo Motor Sports and 66,000 sq. ft. to Massimo Marine. Our facility is adjacent to seven acres for boat storage in Dallas, Texas, which houses a design center, two assembly lines, our parts department, a test track, dyno and over 30 loading docks. Our products are sold directly by us, in the e-commerce marketplace, and through a network of dealerships, distributors, and chain stores. We have a significant in-store UTV retail partnership with Tractor Supply Co.

We manufacture and assemble our products in our Dallas facility and rely upon an international network of strategic global partnerships to supply us with parts and components. In 2017, we began a partnership with Linhai Yamaha Motor Co., located in Shanghai, China, which allowed us to rapidly expand our product line and increase the performance of our vehicles. Further, we partnered with Kubota Japan to enter the Diesel UTV market in 2019.

Corporate History

Massimo Motor Sports, LLC was initially formed as a limited liability company in Texas on June 30, 2009 (“Massimo Motor Sports”). Massimo Marine, LLC was formed as a limited liability company in Texas on January 6, 2020 (“Massimo Marine”). At the time of the respective formations, Mr. David Shan had held one hundred percent (100%) of the issued and outstanding membership interests of Massimo Motor Sports and Massimo Marine.

On October 10, 2022, Mr. Shan formed Massimo Group, a Nevada corporation, to combine Massimo Motor Sports and Massimo Marine into one company. On June 1, 2023, Asia International Securities Exchange Co., Ltd., a Cayman Islands exempt company (“ATIFUS”), entered into two separate contribution agreements with Massimo Marine and Massimo Motor Sports, respectively, whereby ATIFUS committed to contribute $1,000,000 to Massimo Marine and $1,000,000 to Massimo Motor Sports in exchange for fifteen percent (15%) of the outstanding membership interests in both entities. Simultaneously, on the same date, Mr. Shan and ATIFUS contributed their membership interests in Massimo Marine and Massimo Motor Sports, which was eighty-five percent (85%) and fifteen percent (15%), respectively, to Massimo Group in exchange for shares of common stock of Massimo Group, the end result being that Mr. Shan and ATIFUS own eighty-five percent (85%) and fifteen percent (15%) of Massimo Group (“Reorganization”), respectively. The following chart is a summary of our current corporate structure:

Our Strengths

We believe we are a leading company in the Mid-Tier Band of the Powersports Vehicles and Boats Industry. The following strengths have enabled us to achieve our growth to date, and we believe will contribute to our ongoing growth:

Diversified and Comprehensive Product Portfolio

We have a robust portfolio of products, including UTVs and ATVs, golf carts, motorcycles, scooters, Pontoon Boats, snow equipment and a line of accessories for the outdoor enthusiast including electric coolers, power stations and portable solar panels. Our products provide enthusiasts with a variety of exhilarating, stylish and powerful vehicles for year-round use on a variety of terrains. The diversity of our products reduces our exposure to changes in consumer behavior in any single category and provides us with multiple avenues for continued growth. Furthermore, certain product lines are sold in offsetting seasons, reducing the overall seasonality of our sales and lowering cash flow influx risk.

In addition to its appeal to consumers, our broad product portfolio provides a compelling value proposition to our dealers and distributors and allows dealers to reduce seasonality, increase operational efficiency and facilitate inventory management.

Multiple Distribution Channels

We have established multiple distribution channels for our products, including our own e-commerce platforms, leading marketplace accounts, an extensive network of independent dealers and distributors, and relationships with some of the largest retailers in the United States including Tractor Supply Co., Lowes, Walmart, Costco, Sam’s Club, Home Depot, Orscheln Farm & Home, and more. Our multiple channels for distribution and large dealer network provide multiple avenues through which we can engage and communicate with consumers.

Strategic Partnerships with Leading Suppliers of High-Quality Products

We benefit from cordial relationships with leading suppliers throughout the world. We have ongoing relationships with leading manufacturers which enable us to offer our customers reliable leading-edge high-quality products at prices which represent great value. For example, our partnership with Linhai Yamaha Motor Co., a supplier based in Shanghai, China, has allowed us to increase our vehicles’ performance and expand our product lines in 2017. These relationships also enable us to cut costs while maintaining quality standards and plan shipments to control our inventory levels. Many of our manufacturing partners’ facilities are located in China, which enables them to offer lower cost manufacturing and rapid lead-times for end-market distribution in the United States.

Dedicated Customer Support Team

We have over 600 third-party motor sports service providers across the United States, more than 5,500 third-party marine boat dealers to service our Pontoon Boats and a dedicated staff of full-time employees including trained technicians to provide online and telephone support to our customers and dealers. This is a value-added service we provide, albeit we have not historically generated revenue from providing maintenance services. We carry full lines of parts, accessories and maintenance items across all models in our approximately 40,000 sq. ft. parts department and strive to fill all orders for parts and accessories within 48 hours.

State of the Art Facility

We are headquartered in a 286,000 sq. ft. facility of which 220,000 sq. ft. is dedicated to Massimo Motor Sports and 66,000 sq. ft. to Massimo Marine. Our facility is adjacent to seven acres for boat storage in Dallas, Texas, which houses a design center, two assembly lines, our parts department, a test track, dyno, and over 30 loading docks. In addition to serving as the manufacturing facility for our Pontoon Boats, the facility is equipped to quickly palletize and shrink wrap ATVs and UTVs so that most orders can be shipped to stores or distributors within three days.

Highly Experienced Management Team

Our experienced management team has demonstrated its ability to identify, create and implement new product opportunities, increase revenues, improve financial performance, and maintain a corporate culture dedicated to serving our customers and providing them with premium quality products at great value with unparalleled service.

Industry Developments

Massimo operates mainly in the ATV, UTV, and the Pontoon Boat subsectors (the “Powersports Vehicles and Boats Industry”). ATV and UTV markets are further segmented into the category of outdoor sports and recreation activities, agricultural activities, and military purposes.

Regarding the ATV industry subsector, according to Frost & Sullivan, the market size of the ATV market in the United States in terms of revenue grew at a CAGR of 5.0% from $2.2 billion in 2017 to $2.6 billion in 2021 and is expected to grow further to $3.9 billion in 2026 at a CAGR of 8.0%.

Regarding the UTV industry subsector, according to Frost & Sullivan, the market size of the UTV market in the United States in terms of revenue grew at a CAGR of 8.6% from $3.3 billion in 2017 to $4.6 billion in 2021 and is expected to grow further to $7.9 billion in 2026 at a CAGR of 11.4 %. ATV market growth rate is expected to be slower compared to UTV market growth partially because of drivers’ preference for a more comfortable and safer driving experience. Of the ATV and UTV vehicles sold in 2021, 63.2% were installed with gasoline propulsion and 34.1% with diesel propulsion with electric propulsion taking up the balance of 2.7% in 2021. It is expected that the percentage of electric propulsion vehicles sold will increase with diesel engines decreasing. However, gasoline propulsion is expected to be the consumers’ choice for the foreseeable future.

According to Frost & Sullivan, in 2021, 45.2% of the ATV and UTV vehicles were used for outdoor sports and recreation activities, 30.1% were used for agricultural activities and 24.7% were used for military purposes. There is an increase in demand for ATVs and UTVs for military activities such as driving on difficult terrains, transporting troops, and others. ATVs and UTVs are expected to experience substantial growth in the military segment, owing to superior mobility provided for tactical missions. Additionally, features such as high maneuverability, flexibility, and superior navigational aids providing instant directions for vehicle operators will help foster further market growth.

Lastly, regarding the Pontoon Boats industry subsector, according to Frost & Sullivan, the size of the Pontoon Boats market in the United States in terms of revenue grew at a CAGR of 10.7% from $2.2 billion in 2017 to $3.3 billion in 2021 and is expected to grow further to $6.6 billion in 2026 at a CAGR of 14.9 %. Frost & Sullivan concluded that this upward trend in the United States recreational boating market size is mainly due to the technological developments in excursion boats. Manufacturers have been actively investing in research and development (“R&D”) to introduce versatile and affordable motorboats with enhanced technical features to attract the youth population thereby boosting the industry demand.

Strategy

Our goal is to enter the Top-Tier Band of the Powersports Vehicles and Boats Industry and increase our market share through the following initiatives:

●	Open New Distribution Centers. A portion of the proceeds of this offering will be used to open new distribution centers in California and the Southeast of the United States. We expect that this will enable us to reduce the time and expense associated with delivering products, replacement parts and accessories to customers, distributors and retailers located in the western and eastern parts of the United States, thereby enabling us to reduce costs to customers or improve our margins while increasing customer satisfaction.
●	Expand our Internal Sales Capabilities. We will seek to strengthen our marketing efforts by hiring and incentivizing talented marketing professionals and sales personnel to increase our nationwide presence in the dealer, distributor, and retailer communities, along with the military of the United States.
●	Invest in our Infrastructure. We believe our success greatly depends on our ability to maintain our operating efficiencies. To assist in this effort, we will use a portion of the proceeds of this offering to expand and upgrade portions of our IT systems, including our online sales and distribution networks.
●	Expand Our Product Lines. We plan to expand our product lines by introducing new models of UTVs, ATVs and recreational vehicles that cater to different customer needs and preferences. This will include models with advanced features that will include remote diagnostics capabilities and electric lines of our UTVs. We will continue to follow consumer trends and consult with our suppliers and distributors to identify new products and product upgrades we will offer to customers and distributors. Where possible, such as with our Pontoon Boats, we will upgrade our offerings and add new accessories to increase our profit margins.
●	Expand and Diversify our Supplier Base. To enable us to further diversify our product offerings, drive down our product costs and reduce our supply chain risks and improve quality control, we will seek to establish relationships with new suppliers in countries building their manufacturing capacities as certain buyers seek to reduce their dependence on Chinese manufacturers. Should appropriate opportunities arise, we will seek to vertically integrate our production capabilities by acquiring a manufacturing facility or opening our own plant.
●	Increase our Personnel. We intend to look to augment our current personnel by adding additional employees with experience to increase sales of our current products, identify and launch new products and increase our operating efficiencies. This will also include hiring experienced engineers, product designers, and sales representatives who can help the company achieve its growth objectives.
●	Acquisitions and Consolidation: We will explore potential acquisitions and consolidation opportunities in the Powersports Vehicles and Boats Industry to expand our market share and gain access to new technologies and capabilities.

Recent Developments

Set forth below are preliminary estimates of selected financial and other information for the year ended December 31, 2023. Our full audited consolidated financial statements as of and for the year ended December 31, 2023 are not yet available and will not be available until after the completion of this offering. The following information reflects our preliminary estimates based on currently available information and is subject to change. We have provided ranges, rather than specific amounts, for the preliminary estimates of the financial information described below primarily because our financial closing procedures for the year ended December 31, 2023 are not yet complete and, as a result, our final results upon completion of our closing procedures may vary from the preliminary estimates.

	The Year Ended December 31,
	2022 (audited)		2023 (unaudited)
(in thousands)	Actual		Low		High
Revenue	$	86,528	$	103,500	$	126,500
Gross Profit	$	22,204	$	32,138	$	39,502
Operating Expenses	$	17,599	$	21,430	$	25,970
Net Income⁽¹⁾	$	3,288	$	9,774	$	10,946
Cash on hand	$	948	$	680	$	850

(1)

Reflects provision for income taxes.

	●	For the year ended December 31, 2023, we expect to report revenue in the range of $103.5 million to $126.5 million. The expected increase in revenue as compared to the year ended December 31, 2022 was primarily driven by an increase in land vehicle sales, more retail stores carrying our products and an increase in Pontoon Boat sales.
	●	For the year ended December 31, 2023, we expect to report gross profit in the range of $32.1 million to $39.5 million. The expected increase in gross profit as compared to the year ended December 31, 2022 was primarily driven by reduced ocean freight costs, and fewer returns resulting from improved quality control and customer service.
	●	For the year ended December 31, 2023, we expect to report operating expenses in the range of $21.4 million to $26.0 million. The expected increase in operating expenses as compared to the year ended December 31, 2022 was primarily driven by increases in marketing costs and warranty expenses rising as a result of increased sales.
	●	For the year ended December 31, 2023, we expect to report net income in the range of $9.8 million to $10.9 million. The expected increase in net income as compared to the year ended December 31, 2022 was primarily driven by the factors described in the bullets above.

Inclusion of Preliminary Consolidated Financial and Operational Information

The preliminary consolidated financial and operational information included in this prospectus reflects management’s estimates based solely upon information available to us as of the date of this prospectus and is the responsibility of management. The preliminary consolidated financial results presented above are not a comprehensive statement of our financial results for the year ended December 31, 2023 and have not been audited, reviewed or compiled by our independent registered public accounting firm, ZH CPA, LLC (“ZH”). Accordingly, ZH does not express an opinion and assumes no responsibility for, and disclaims any association with, such preliminary consolidated financial results and operational information. The preliminary consolidated financial results presented above are subject to the completion of our financial closing procedures, which have not yet been completed. Our actual results for the year ended December 31, 2023 will not be available until after this offering is completed and may vary from these estimates. For example, during the course of the preparation of the respective consolidated financial statements and related notes, additional items that would require adjustments to be made to the preliminary estimated consolidated financial results presented above may be identified. While we do not expect that our actual results for the year ended December 31, 2023 will vary materially from the preliminary consolidated financial results presented above, there can be no assurance that these estimates will be realized, and estimates are subject to risks and uncertainties, many of which are not within our control. See “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”

On January 3, 2024, our credit line with MidFirst Bank was amended and restated with a change in maturity date from January 13, 2024 to January 3, 2026. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Loan Facilities.” In connection with that extension, we entered into a no interest promissory note with our Chief Executive Officer, David Shan, in the amount of approximately $9.6 million with a maturity date of January 3, 2029 (the “Promissory Note”). The Promissory Note was entered into to replace and supersede the previously outstanding related party loan due to Mr. Shan. See “Certain Relationships and Related Party Transactions.” The Promissory Note is subordinated to the amounts outstanding under our credit line with MidFirst Bank.

Controlled Company

A controlled company is a company in which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. We are a controlled company because Mr. Shan, our Chief Executive Officer, and Chairman of the Board of Directors, holds more than 50% of our voting power, and we expect we will continue to be a controlled company upon completion of this offering.

Therefore, for so long as we remain a controlled company, we technically qualify and are eligible to be exempted from the obligation to comply with certain Nasdaq corporate governance requirements, however, we do not currently plan to take advantage of the exemptions provided to controlled companies, which include:

	●	our Board of Directors is not required to be comprised of a majority of independent directors;
	●	our Board of Directors is not subject to the compensation committee requirement; and
	●	we are not subject to the requirements that director nominees be selected either by the independent directors or a nomination committee comprised solely of independent directors.

The controlled company exemptions do not apply to the audit committee requirement or the requirement for executive sessions of independent directors. We are required to disclose in our annual report that we are a controlled company and the basis for that determination. Although we do not currently plan to take advantage of the exemptions provided to controlled companies, we may in the future take advantage of such exemptions.

Summary of Significant Risks Affecting Our Company

Our business is subject to multiple risks and uncertainties, as more fully described in “Risk Factors” and elsewhere in this prospectus. We urge you to read “Risk Factors” beginning on page 14 and this prospectus in full. Our significant risks may be summarized as follows:

●	We have a limited operating history on which to judge our performance and assess our prospects for future success.
●	Resources devoted to product innovation may not yield new products that achieve commercial success.
●	We rely on independent dealers and distributors to manage the retail distribution of many of our products.
●	We rely on third parties to manufacture many of the products we sell.
●	The majority of the products we purchase are manufactured by 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.
●	Our management team has no experience operating a company with publicly traded shares.
●	Economic conditions that impact consumer spending may have a material adverse effect on our business, and our partners’ business.
●	We currently maintain all 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.
●	Any decline in the social acceptability of our products or any increased restrictions on the access or the use of the Company’s products in certain locations could materially adversely affect our business, results operations, or financial condition.
●	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 R&D of new products may adversely affect our ability to enhance existing products and develop and market new products.
●	The inability of our dealers and distributors to secure adequate access to capital could materially adversely affect our business.
●	We depend upon the successful management of inventory levels, both ours and that of our dealers
●	There is no assurance there will not be disruptions to trade between China and the United States.
●	We may not be able to successfully maintain our strategy of relying upon offshore manufacturers.
●	Supply problems, termination or interruption of supply arrangements or increases in the cost of products could have a material adverse effect on our business.
●	The high cost of delivering our recreational boats may limit the geographic market for these products.
●	Higher fuel costs can materially adversely affect our business.
●	Changes in the credit markets could decrease the ability of consumers to purchase our products and have a material adverse effect on our business.
●	We may require additional capital which may not be available.
●	Our business depends on the continued contributions made by Mr. Shan, our founder, Chairman and Chief Executive Officer.
●	Our business depends on the efforts of our management, and our business may be severely disrupted if we lose their services.
●	If we fail to develop and protect our brand names and reputation, we may not attract and retain new distributors and dealers, or customers.
●	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 or product recalls could have a material adverse impact on our business.
●	The failure of our IT systems or a security breach involving consumer or employee personal data could have a materially adverse effect on our business.

●	Retail sales of our new products may be materially adversely affected by declining prices for used versions of our products or the supply of new products by competitors in excess of demand.
●	We are subject to laws, rules and regulations regarding product safety, health, environmental and noise pollution, and other issues.
●	If product liability lawsuits are brought against us, we may incur substantial liabilities.
●	Our insurance may not be sufficient.
●	We have been in the past, and may be, in the future subject to several litigation proceedings relating to defective products that have caused property damage, physical injury, and death.
●	Our business requires us to pay licensing fees for each state that we operate in. We may not be able to justify the cost of compliance in a particular state or locality thus necessitating that we allow our license to expire.
●	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 or the breach of such agreements could adversely affect our business and results of operations.
●	Our business could be materially harmed by epidemics, pandemics such as the coronavirus disease of 2019 (“COVID-19”), and other public health emergencies.
●	Natural disasters, unusually adverse weather, pandemic outbreaks, boycotts, and geo-political events could materially adversely affect our business.
●	Our ability, or lack thereof, to attract, recruit, and maintain talented sales representatives may adversely affect our business and our plans to expand our market.
●	Our ability, or lack thereof, to establish strategic partnerships and expand our distribution channels may adversely affect our business and our plans.
●	Policies of the United States granting farmers incentives may cease.
●	There is no existing market for our securities, and we do not know if one will develop.
●	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.
●	Our founder and principal shareholder have substantial influence over our Company.
●	You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

●	We will incur significant increased costs as a result of operating as a public company and will be required to devote substantial time to compliance initiatives.
●	Changes to estimates related to our property, fixtures and equipment or operating results that are lower than our current estimates may cause us to incur impairment charges on certain long-lived assets, which may adversely affect our results of operations.
●	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.
●	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.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and may take advantage of reduced public reporting requirements. These provisions include, but are not limited to:

	●	being permitted to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in our filings with the SEC;
	●	not being required to comply with the auditor attestation requirements in the assessment of our internal control over financial reporting;
	●	reduced disclosure obligations regarding executive compensation in periodic reports, proxy statements and registration statements; and
	●	exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our shares pursuant to this offering. However, if certain events occur before the end of such five-year period, including if we become a “large, accelerated filer,” if our annual gross revenues exceed $1.07 billion or if we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company before the end of such five-year period.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. We have elected to take advantage of this extended transition period and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.

Impact of COVID-19

In December 2019, COVID-19 was first reported to have surfaced in Wuhan, China. COVID-19 spread rapidly to many parts of the PRC and other parts of the world in the first half of 2020, which caused significant volatility in the domestic and international markets. The COVID-19 pandemic adversely affected many aspects of our business, including the expansion of our customer base and the introduction of new product offerings. We temporarily closed our offices and production facilities partially in March 2020, as required by relevant local authorities. Our offices reopened in April 2020 upon approval from the local governments. Due to the extended lock-down and self-quarantine policies in Dallas, Texas, we experienced a business disruption during the lock-down period from early March to June 2020. In July 2020, due to the effective containment of COVID-19 in the United States, we resumed our full operation. Then, due to the lockdown in China, where most of our suppliers are, our stock supply was disrupted from May to July 2022. Our ability to re-supply our inventory resumed in August 2022. We estimate that we lost about $1.5 million of sales as a result of this supply disruption. However, the COVID-19 pandemic did not have a material net impact on the Company’s financial positions and operating results, and our revenue reached (i) approximately $86 million for the fiscal year ended December 31, 2022, representing an increase of approximately $4 million or 5% from approximately $82 million for the fiscal year ended December 31, 2021 and (ii) approximately $75 million for the nine months ended September 30, 2023, representing an increase of approximately $13 million or 23% from approximately $62 million for the nine months ended September 30, 2022.

The Offering

Common stock offered by us		1,300,000 shares

Common stock to be outstanding after this offering		41,300,000 shares (or 41,495,000 shares if the Underwriters exercise their over-allotment option in full).

Over-allotment option		We have granted the Underwriters a 45 day option to purchase up to an additional 195,000 shares of our common stock at the initial public offering price to cover over-allotments, if any (the “Overallotment Option”).

Use of proceeds		We intend to use the proceeds from this Offering for (i) business expansion, (ii) technological innovation, (iii) enhancing warehousing and distribution capacities, (iv) recruitment of talent personnel, and (v) general working capital. See “Use of Proceeds” on page 38 of this Prospectus for more information.

Concentration of ownership		Upon completion of this offering, our executive officers and directors will beneficially own, in the aggregate, approximately 77.7% of the outstanding shares of our common stock.

Underwriters		Craft Capital Management, LLC and R.F. Lafferty & Co., Inc..

Nasdaq symbol		MAMO

Risk factors		Investing in our common stock is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 14 and the other information in this prospectus for a discussion of the factors you should consider carefully before you decide to invest in our common stock.

Lock-up period		180 days

Transfer agent		Transhare Corporation

Payment and settlement		The Underwriters expect to deliver the shares against payment through the facilities of the Depository Trust Company on April 4, 2024

All information in this prospectus assumes the Underwriters do not exercise their over-allotment option, and excludes the following:

●

2,000,000 shares of our common stock (which is equal to 4.8% of our issued and outstanding common stock immediately after the consummation this offering) reserved for future issuance under our 2024 Equity Incentive Plan, which will become effective as of the closing of this offering.

Summary Selected Financial Information

The following summary selected financial data as of and for the period ended September 30, 2023 and 2022, have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus. The following summary selected financial data as of and for the years ended December 31, 2022 and have been derived from our audited financial statements included in this prospectus. The financial data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this prospectus.

MASSIMO GROUP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	As of September 30,		As of December 31,
	2023		2022
	(Unaudited)		(Audited)
ASSETS
CURRENT ASSETS
Cash	$	1,158,042	$	947,971
Accounts receivable, net		8,160,828		6,831,731
Inventories		23,799,107		23,762,950
Advance to suppliers		3,107,992		2,977,412
Other current assets		889,536		71,139
Total current assets		37,115,505		34,591,203

NON-CURRENT ASSETS
Property and equipment at cost, net of accumulated depreciation		373,659		414,554
Right of use operating lease assets, net		1,754,857		1,340,053
Right of use financing lease assets, net		123,929		94,857
Deferred offering assets		1,150,945		421,789
Deferred tax assets		65,158		-
Total non-current assets		3,468,548		2,271,253
TOTAL ASSETS	$	40,584,053	$	36,862,456

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loans	$	4,000,000	$	5,600,000
Accounts payable		10,804,304		11,111,624
Other payable, accrued expenses and other current liabilities		247,526		402,056
Accrued return liabilities		215,221		556,538
Accrued warranty liabilities		466,399		260,531
Advances from customers		1,154,210		696,274
Current portion of obligations under operating leases		1,011,705		750,719
Current portion of obligations under financing leases		41,217		27,559
Due to shareholder		9,601,468		10,984,344
Subscription deposits		-		600,000
Due to related parties		541,127		142,427
Income tax payable		1,237,709		-
Total current liabilities		29,320,886		31,132,072

NON-CURRENT LIABILITIES
Obligations under operating leases, non-current		743,152		589,334
Obligations under financing leases, non-current		87,598		70,310
Total non-current liabilities		830,750		659,644
TOTAL LIABILITIES	$	30,151,636	$	31,791,716

Commitments and Contingencies

	As of September 30,			As of December 31,
	2023			2022
	(Unaudited)			(Audited)
EQUITY
Common shares, $0.001 par value, 100,000,000 shares authorized, 40,000,000 and 40,000,000 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively*	$	40,000		$	40,000
Preferred share, $0.01 par value, 5,000,000 preferred shares authorized, no shares were issued and outstanding as of September 30, 2023 and December 31, 2022, respectively*	$	-		$	-
Subscription receivable		(1,052,159	)		(2,034,000	)

Additional paid-in-capital		1,994,000			1,994,000
Retained Earnings		9,450,576			5,070,740
Total equity		10,432,417			5,070,740

TOTAL LIABILITIES AND EQUITY	$	40,584,053		$	36,862,456

* Retroactively restated for effect of the reorganization

MASSIMO GROUP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHESIVE INCOME

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022

Revenues	$	29,907,697		$	20,759,684		$	75,483,811		$	61,572,677
Cost of revenues		19,850,258			15,912,295			51,706,682			46,195,092
Gross profit		10,057,439			4,847,389			23,777,129			15,377,585

Operating expenses:
Selling expense		2,104,505			2,102,360			6,541,244			5,405,908
General and administrative		2,716,733			2,172,192			9,038,488			5,839,633
Total operating expenses		4,821,238			4,274,552			15,579,732			11,245,541

Income from operations		5,236,201			572,837			8,197,397			4,132,044

Other income (expense):
Other income, net		41,133			231,036			113,001			353,104
Interest expense		(213,901	)		(162,427	)		(494,011	)		(378,235	)
Total other income (expense), net		(172,768	)		68,609			(381,010	)		(25,131	)

Income before income taxes		5,063,433			641,446			7,816,387			4,106,913

Provision for income taxes		1,174,560			-			1,236,551			-

Net income and comprehensive income	$	3,888,873		$	641,446		$	6,579,836		$	4,106,913

Pro Forma information as a C Corporation upon Reorganization
Income before income taxes	$	5,063,433		$	641,446		$	7,816,387		$	4,106,913

Provision for income taxes		1,174,560			134,704			1,236,551			862,452

Net income and comprehensive income	$	3,888,873		$	506,742		$	6,579,836		$	3,244,461

Earnings per Share – basic and diluted	$	0.10		$	0.01		$	0.16		$	0.08
Weighted average shares outstanding – basic and diluted*	$	0.10		$	0.01		$	0.16		$	0.08

* Retroactively restated for effect of the reorganization

MASSIMO GROUP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	As of December 31,			As of December 31,
	2022			2021
ASSETS
CURRENT ASSETS
Cash	$	947,971		$	1,288,854
Accounts receivable, net		6,831,731			7,829,463
Inventories		23,762,950			22,317,402
Advance to suppliers		2,977,412			2,347,023
Other current assets		71,139			49,022
Total current assets		34,591,203			33,831,764

NON-CURRENT ASSETS
Property and equipment at cost, net of accumulated depreciation		414,554			363,410
Right of use operating lease assets, net		1,340,053			1,783,365
Right of use financing lease assets, net		94,857			134,071
Deferred offering assets		421,789			-
Total non-current assets		2,271,253			2,280,846
TOTAL ASSETS	$	36,862,456		$	36,112,610

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loans	$	5,600,000			4,000,000
Accounts payable		11,111,624			12,262,603
Other payable, accrued expenses and other current liabilities		402,056			295,626
Accrued return liabilities		556,538			1,510,640
Accrued warranty liabilities		260,531			280,808
Advances from customers		696,274			1,333,481
Current portion of obligations under operating leases		750,719			675,947
Current portion of obligations under financing leases		27,559			38,488
Due to shareholder		10,984,344			1,484,426
Subscription deposits		600,000			-
Due to related parties		142,427			116,177
Total current liabilities		31,132,072			21,998,196

NON-CURRENT LIABILITIES
Obligations under operating leases, non-current		589,334			1,107,418
Obligations under financing leases, non-current		70,310			97,869
Total non-current liabilities		659,644			1,205,287
TOTAL LIABILITIES	$	31,791,716		$	23,203,483

Commitments and Contingencies

EQUITY
Common shares, $0.001 par value, 100,000,000 shares authorized, 40,000,000 and 40,000,000 issued and outstanding as of December 31, 2022 and 2021, respectively*		40,000			40,000
Preferred shares, $0.01 par value, 5,000,000 preferred shares authorized, no shares were issued and outstanding as of December 31, 2022 and 2021, respectively*		-			-
Subscription receivable		(2,034,000	)		(2,034,000	)
Additional paid-in capital		1,994,000			1,994,000
Retained earnings		5,070,740			12,909,127
Total equity		5,070,740			12,909,127

TOTAL LIABILITIES AND EQUITY	$	36,862,456		$	36,112,610

* Retroactively restated for effect of the Reorganization.

MASSIMO GROUP AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHESIVE INCOME

	For the Years Ended December 31,
	2022			2021

Revenues	$	86,527,534		$	82,567,816
Cost of revenues		64,323,858			65,526,818
Gross Profit		22,203,676			17,040,998

Operating expenses:
Selling expense		8,670,176			6,095,479
General and administrative		8,928,493			6,572,729
Total operating expenses		17,598,669			12,668,208

Income from operations		4,605,007			4,372,790

Other income (expense):
Other income, net		384,622			799,977
Interest expense		(828,016	)		(454,066	)
Total other income (expense), net		(443,394	)		345,911

Income before income taxes		4,161,613			4,718,701

Provision for income taxes		-			-

Net income and comprehensive income	$	4,161,613		$	4,718,701

Pro Forma information as a C Corporation upon Reorganization
Income before income taxes		4,161,613			4,718,701

Provision for income taxes (pro forma)		(873,939	)		(990,927	)

Net income and comprehensive income (pro forma)	$	3,287,674		$	3,727,774

Earnings per share – basic and diluted (pro forma)	$	0.08		$	0.09
Weighted average number of shares of common stock outstanding – basic and diluted*		40,000,000			40,000,000

* Retroactively restated for effect of the Reorganization.

Any investment in our securities involves a high degree of risk. You should carefully consider the risks described below, which we believe represent certain of the material risks to our business, together with the information contained elsewhere in this prospectus, before you decide to invest in our shares of common stock. Please note that the risks highlighted here are not the only ones that we may face. For example, additional risks presently unknown to us or that we currently consider immaterial or unlikely to occur could also impair our operations. If any of the following events occur or any additional risks presently unknown to us actually occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline and you could lose all or part of your investment.

We have a limited operating history on which to judge our performance and assess our prospects for future success.

In 2017, we entered the market and began distributing recreational vehicles, including UTVs and ATVs. In 2020, we began to distribute pontoon and triton boats and, more recently, we began to distribute accessories. Consequently, we have a limited operating history on which to evaluate our prospects and those of our products. We may fail to continue our growth. You should not consider our historical growth and expansion of our business as indicative of our ability to grow in the future.

Economic conditions that impact consumer spending may have a material adverse effect on our business, results of operations or financial condition.

Our products compete with a variety of other recreational products and activities for consumers’ discretionary income and leisure time. Our results of operations are therefore sensitive to changes in overall economic conditions, primarily in North America, that impact consumer spending and particularly discretionary spending. Weakening of, and fluctuations in, economic conditions affecting disposable consumer income such as personal income levels, the availability of consumer credit, employment levels, consumer confidence, business conditions, changes in housing market conditions, capital markets, tax rates, savings rates, interest rates, fuel and energy costs, as well as the impacts of natural disasters, extreme weather conditions, acts of terrorism or other similar events could reduce consumer spending generally or discretionary spending in particular. Such reductions could materially adversely affect our business, results of operations or financial condition.

Worldwide economic conditions continue to be challenging as economies recover from the effects of the COVID-19 global pandemic. Demand for our products has been significantly influenced by weak economic conditions and increased market volatility worldwide. Any deterioration in general economic conditions that further diminishes consumer confidence or discretionary income may further reduce our sales and materially adversely affect our business, results of operations or financial condition. We cannot predict the timing or strength of economic recovery, either worldwide or in the specific markets where we compete.

We currently maintain all our cash and cash equivalents with three financial institutions, and, therefore, our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash equivalents fails.

We currently maintain all our cash and cash equivalents with three financial institutions. At the current time, our cash balance with such financial institutions is in excess of the Federal Deposit Insurance Corporation insurance (“FDIC Insurance”) limit and, therefore, we may not be able to recover a substantial portion of these cash and cash equivalents, in the event of the failure of any such financial institutions. As a result of the recent inability of certain businesses with accounts at Silicon Valley Bank to gain access to their deposits and the greater focus on the concerns of potential failures of other financial institutions in the future, we are currently diversifying our investments by transferring cash not required for immediate use into short-term treasury bills and also considering transferring a portion of our cash and cash equivalents to other financial institutions in order to reduce the risks associated with maintaining all of our cash and cash equivalents at three financial institutions. Additionally, we are working with our current financial institutions to increase the amount of funds held there that are insured by FDIC Insurance. Notwithstanding these efforts, the failure of one or more of the financial institutions in which our cash and cash equivalents are held, the resulting inability for us to obtain the return of our funds from any of those financial institutions, or any other adverse condition suffered by any of those financial institutions, could impact access to our invested cash or cash equivalents and could adversely impact our operating liquidity and financial performance.

We face intense competition in all product lines, including from some competitors that have greater financial and marketing resources. Failure to compete effectively against competitors could materially adversely impact our business, results of operations or financial condition.

The Powersports Vehicles and Boats Industry is highly competitive. Competition in such markets is based upon several factors, including price, quality, reliability, styling, product features and warranties. At the dealer level, competition is based on several factors including sales and marketing support programs (such as financing joint advertising programs and cooperative advertising). Certain of our competitors are more diversified and have financial and marketing resources which are substantially greater than ours, which allow these competitors to invest more heavily in intellectual property, product development, and sales and marketing support. If we are not able to compete with new products, product features or models comparable to or superior to those of our competitors, or attract new dealers, our business, results of operations or financial condition could be materially adversely affected.

We are subject to competitive pricing. Such pricing pressure may limit our ability to maintain prices or to increase prices for our products in response to raw material, component and other cost increases and so negatively affect our profit margins.

Any decline in the social acceptability of our products or any increased restrictions on the access or the use of the Company’s products in certain locations could materially adversely affect our business, results operations, or financial condition.

Demand for our products depends in part on their social acceptability. Public concerns about the environmental impact of our products or their perceived safety could result in diminished social acceptance. Circumstances outside the Company’s control, such as social actions to reduce the use of fossil fuels, could also negatively impact consumers’ perceptions of our products. Any decline in the social acceptability of our products could negatively impact their sales or lead to changes in laws, rules and regulations that prevent their access to certain locations, including trails and lakes, or restrict their use or manner of use in certain areas or during certain times. Additionally, while we have implemented various initiatives to address these risks, including the improvement of the environmental footprint and safety of our products, there can be no assurance that the perceptions of customers will not change. Consumers’ attitudes towards our products and the activities in which they are used also affect demand. Any failure to maintain the social acceptability of our products could impact our ability to retain existing customers and attract new ones which, in turn, could have a material adverse effect on our business, results of operations or financial condition.

Our future expansion plans are subject to uncertainties and risks, and distribution centers we intend to open may not result in sufficient increased sales of our products or the anticipated efficiencies.

We intend to seek to expand our operations by opening additional distribution centers in the United States and distributing new products. Our management will devote substantial time and resources to equipping and opening our new distribution centers which may distract them from our current business. We must also devote substantial time and resources any time we introduce a new product. There is no assurance that any new product we introduce will be successful and that we will recoup the amounts expended to introduce such product to our customers and distributors. If our new distribution centers are not operated efficiently or new products we introduce do not gain consumer acceptance, our business, financial condition, results of operations and growth prospects may be materially and adversely affected.

We intend to use a portion of the proceeds of this offering to open new distribution centers in California and the Southeast of the United States. Opening these facilities should reduce the costs of delivering our products, particularly our UTVs and ATVs, to dealers, distributors, and customers, and should increase our ability to sharply respond to the needs of our customers for spare parts and equipment. However, there is no assurance that opening these facilities will increase our sales and will not have an adverse impact on our business, financial condition, or results of operations.

Our limited investment in R&D of new products may adversely affect our ability to enhance existing products and develop and market new products that respond to customer needs and preferences and achieve market acceptance.

We continually review consumer demand for our products and canvass our suppliers and distributors regarding products we might distribute. We, however, devote limited amounts to researching consumer demand and developing new product lines. Thus, we may not be able to compete effectively with those of our competitors that continually seek to develop new products and innovations to enhance consumer appeal. Product development requires significant financial, technological, and other resources and without significant investment in product development, there can be no assurance that we will be able to successfully compete in the marketplace. The new products of our competitors may beat our products to market, be more effective with more features and be less expensive than our products, thus obtaining better market acceptance or rendering our products obsolete.

Any new products that our suppliers develop may not receive market acceptance or otherwise generate any meaningful sales or profits for us. Our suppliers may choose not to maintain or increase the level of their investments in manufacturing capacity and product R&D or to fund advertising, marketing, promotional programs necessary to enhance the customer appeal of their products or their manufacturing efficiencies. The sales of new products generally decline over the products’ life cycle, with sales being higher early in the life cycle of the new products and decreasing over time as the new products age. We cannot predict the length of the life cycle for any new products we choose to distribute. Any failure by us and our suppliers to enhance existing products and develop and market new products that respond to customer needs and preferences and achieve market acceptance could have a material adverse effect on our business, results of operations or financial condition.

Even if we can successfully introduce enhanced existing products and new products in collaboration with suppliers, there is no guarantee that the markets for these products will progress as anticipated. If any of the markets in which our products compete do not develop as expected, our business, results of operations or financial condition could be materially adversely affected.

Resources devoted to product innovation may not yield new products that achieve commercial success.

Our ability to develop new and innovative products or identify and acquire new and innovative products from third-party manufacturers, depends on, among other factors, our ability to understand evolving market trends and translate our insights into identifying, and then designing and manufacturing or otherwise obtaining, commercially successful new products. If we are unable to do so, our relationships with our distributors and dealers and product sales could be harmed significantly. The recreation industry is characterized by rapid and frequent changes in demand for products. Our failure to accurately predict these trends could harm our relationships and cause us to fail to increase our revenues.

We rely on independent dealers and distributors to manage the retail distribution of many of our products.

We depend on the capability of independent dealers and distributors to develop and implement effective retail sales plans to create demand among retail purchasers for many of our products. If these independent dealers and distributors are not successful in these endeavors, we will be unable to maintain or increase our sales. Independent dealers and distributors may experience difficulty in funding their day-to-day cash flow needs and paying their obligations resulting from adverse business conditions, including weakened consumer spending or tightened credit. Inability to fund operations can force dealers and distributors to cease business, and we may not be able to obtain alternate distribution in the vacated market, which could negatively impact our sales through reduced market presence or inadequate market coverage. If a dealer or distributor defaults under any floorplan financing arrangements, we may be required to repurchase such dealer’s or distributor’s inventory. See “The inability of dealers and distributors to secure adequate access to capital could materially adversely affect our business, results of operations or financial condition.” In some cases, we may seek to terminate relationships with certain dealers or distributors, leading to a reduction in the number of dealers or distributors which carry our products. Being forced to liquidate a former dealer’s or distributor’s inventory of our products could add downward pressure on such products’ prices. Further, the unplanned loss of any independent dealers or distributors may create negative impressions of us or our products with retail customers and have a material adverse impact on our ability to collect wholesale receivables that are associated with that dealer or distributor. Also, if our dealer and distributor base were to consolidate, competition for the business of fewer dealers and distributors would intensify. If we do not provide product offerings at prices that meet the needs of dealers and distributors, or if we lose a substantial amount of our dealer and distributor base, our business, results of operations or financial condition could be materially adversely affected. Additionally, if we are unable to optimize or expand our dealer network in North America, part of our growth strategy will be negatively impacted, which could have a material adverse effect on our business, results of operations or financial condition.

We sell a majority of our products through distribution and dealer agreements. In general, distributors that are party to such agreements are contractually obligated to offer our products on an exclusive basis. In contrast, the dealers through which we sell our products also carry competing products. Occasionally, we may rely on dealers to service and repair our products. There can be no assurance that dealers will provide high quality repair services to our customers. If dealers fail to provide quality service to our customers, our brand identity and reputation may be damaged, which could have a material adverse effect on our business, results of operations or financial condition.

The inability of our dealers and distributors to secure adequate access to capital could materially adversely affect our business, results of operations or financial condition.

Our dealers and distributors require adequate liquidity to finance their operations and to purchase our products. Dealers and distributors are subject to numerous risks and uncertainties that could unfavorably affect their liquidity, including, among other things, continued access to adequate financing on a timely basis and on reasonable terms. We currently have agreements in place with two financing companies to provide inventory financing to dealers and distributors to facilitate their purchase of our products. These sources of financing are instrumental in our ability to sell products through our distribution network, as a significant percentage of our sales are done under such arrangements. Our business, results of operations or financial condition could be materially adversely affected if a decline in financing availability to its dealers and distributors occurs, or if financing terms change unfavorably. This could require us to find alternative sources of financing, including providing this financing directly to dealers and distributors, which could require additional capital to fund the associated receivables.

We depend on dealers, suppliers, financing sources and other strategic partners who may be sensitive to economic conditions that could affect their businesses, results of operations or financial condition in a manner that materially adversely affects their relationship with us.

We distribute products through numerous dealers and distributors. Therefore, we rely on third-party providers for the warehousing and distribution of our products and for IT services. Also, we have relationships with a limited number of sources of product financing for dealers and consumers. Therefore, our business, results of operations or financial condition could be materially adversely affected if a deterioration of economic or business conditions results in a weakening of the financial condition of a material number of our dealers and distributors, suppliers, or financing sources or if uncertainty about the economy or the demand for our products causes these business partners to voluntarily or involuntarily reduce or terminate their relationship with us.

We depend upon the successful management of inventory levels, both ours and that of our dealers, and any failure to successfully manage inventory levels could have a material adverse effect on our business, results of operations or financial condition.

We must maintain sufficient inventory levels to operate our business successfully. However, we must also guard against accumulating excess inventory as we seek to minimize out-of-stock levels across all product categories and to maintain appropriate in-stock levels. The nature of certain of our product lines, including our ATV, UTV, and recreational boat product lines, requires us to purchase or manufacture products well in advance of the time they will be offered for sale. As a result, we may experience difficulty in responding to a changing retail environment, which may lead to excess inventory or to inventory shortages if supply does not meet demand. In addition, sales for many product lines are managed through long-term purchase commitments. We plan our inventory levels on an annual basis including planning for the introduction of new products based on anticipated demand, as determined by our market assessment based in part on communications with our dealers and other customers. If we do not accurately anticipate future demand for a particular product or the time it will take to obtain new inventory, our inventory levels will not be appropriate and our results of operations may be negatively impacted, either through lost sales or through lower gross profit margins due to greater than anticipated discounts and markdowns that might be necessary to reduce inventory levels. Any failure by us to maintain appropriate inventory levels could have a material adverse effect on our business, results of operations or financial condition.

Additionally, we must work with our dealers and distributors to ensure that they maintain appropriate inventory levels. If our dealers and distributors maintain insufficient inventory, it could result in lost sales. If they place additional orders for our products as sales materialize, we and our suppliers might be unable to respond rapidly to these demands resulting in lost sales. Conversely, if our dealers and distributors have excess inventory levels, it could result in lower gross profit margins due to demands on us to offer greater than anticipated discounts and markdowns. Thus, any failure by our dealers to maintain appropriate inventory levels could materially adversely affect our business, results of operations or financial condition.

We depend on third party suppliers to manufacture many of the products we sell, in particular, ATVs and UTVs, as opposed to our recreational boats which we manufacture in our Dallas facility. Approximately, 58% of our purchases in 2022 and 61% of our purchases in the nine months ended September 30, 2023 were made from two suppliers, and, as of both September 30, 2023 and September 30, 2022 and both December 31, 2022 and December 31, 2021, one supplier accounted for more than 30% of the Company’s total accounts payable respectively. Competition for the output of these suppliers is intense. If these independent suppliers were unwilling or unable to supply us with products at prices which enable us to maintain our gross margins, it would materially adversely affect our business, results of operations or financial condition. Although we are looking to broaden our supplier base and to reduce our dependence upon a limited number of suppliers, there is no assurance we will be able to do so and increasing the number of suppliers from which we purchase products may increase our costs.

We rely on freights to ship the products that we purchase from our suppliers based in China to our facility in Dallas, Texas and as such, we may face risks related to overseas freights cost fluctuation.

We have supply agreements with approximately 13 suppliers, one of which are based in the U.S. and 12 of which are based in China. Approximately 68% of the products we purchased in the nine months ended September 30, 2023, based on cost, were purchased from three suppliers in China of which 59% was purchased from a single supplier located in Shanghai, China. Approximately 66% of the products we purchased in 2022, based on cost, were purchased from three suppliers in China of which 45% was purchased from a single supplier located in Shanghai, China. Due to the supply chain crisis in the years 2021 and 2022, the cost of our oversea freights increased significantly to double or even triple what it had been in the years 2020 and 2019. To offset these price increases, we increased the selling prices for the majority of our products. Since 2023, the cost of overseas freights has decreased substantially, though it still exceeds the cost prior to the supply chain crises. Although we are looking to broaden our supplier base outside of China to reduce our dependence upon Chinese-based suppliers in general, there is no assurance we will be able to broaden our supplier base outside of China or that we will be able to raise our prices to offset increased freight cost in the future.

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. Any disruption in the ability of these manufacturers to supply us with appropriately priced products on a timely basis could have a material adverse effect on our business, results of operations or financial condition.

The Chinese government may intervene or influence the operations of any business located in China or the industry in which a business operates at any time, which could result in a material change to the operations of any or all our suppliers based in China. For example, the Chinese government recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will release regulations or policies that could adversely affect the business, financial condition, and results of operations of our Chinese suppliers.

China has been subject to political instability and dramatic changes in economic policies. The Chinese economy is in a transition from a planned economy to a market-oriented economy subject to five-year and annual plans adopted by the central government that set national economic development goals. Policies of the Chinese government can have significant effects on the economic conditions of China. The Chinese government has confirmed that economic development will follow the model of a market economy. Under this direction, we believe that China will continue to strengthen its economic and trading relationships with foreign countries and business development in China will follow market forces. While we believe that this trend will continue, we cannot assure you that this will be the case. Changes in policies, regulations, rules, and the enforcement of laws by the Chinese government, may produce quick shifts in policy with little advance notice that could adversely affect our interests by interfering with the operations of our Chinese based suppliers. Although the Chinese government has been pursuing economic reform policies for more than two decades, we cannot assure you that the government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting China’s political, economic, and social environment.

As a majority of our products are manufactured by suppliers in China, and the Company only registers its patents in the U.S., our products may be subject to scrutiny during manufacturing in China.

Our patents applied to our products manufactured in China are only registered in the U.S., and we are not sure whether there are any similar technologies that are registered patents in China by other companies. Based on the relevant PRC laws, it is legal to build and assemble certain products within the territory of China without due registration of the intellectual property rights, as long as the products will not be disseminated in Chinese market. However, our products are manufactured by our suppliers in China, and we may not be able to efficiently regulate them not to apply our technologies on other products they manufactured. Therefore, there is a risk that our suppliers may be found in infringement of other companies’ intellectual property rights and therefore, their business operations may be halted, which in turn affect our normal supplying system.

We have suppliers based in Taiwan and the imports that we receive from Taiwan may be subject to certain risks of economic and policy changes in China that could adversely affect our business operations.

We also import our products from Taiwan. The sovereignty of Taiwan is a longstanding point of contention between China and the United States. The United States maintains unofficial relations with Taiwan, while also recognizing the “One China” policy of China, which acknowledges Beijing as the legitimate government of China. Both China and the United States have engaged in military posturing around the Taiwan Strait. This increases the risk of accidental clashes or misunderstandings that could escalate into conflict, which will affect both our China-mainland-based and Taiwan-based suppliers.

During 2022 and the first nine months ended September 30, 2023, we purchased a majority of our products from Linhai Powersports USA Corporation (“Linhai Powersports”), which is a state-owned entity (“SOE”) in China. A SOE is a legal entity that is established by the Chinese government to participate in commercial activities on the government’s behalf. As a SOE, Linhai Powersports is subject to the authority, direction, and mandates of the Chinese government, which may be influenced to a significant degree by the political, economic, and social conditions in China. The Chinese government continues to play a significant role in regulating industries within China by imposing industrial policies, providing subsidies, and heavily regulating or prohibiting unwanted activities. There is no assurance the Chinese government will not interfere with the operations of Linhai Powersports or any of our other suppliers. In addition, the Chinese government has implemented certain measures, including interest rate adjustments, to control the pace of economic growth in China. These measures, or other economic, political, or social developments in China may affect our China-based suppliers, which may adversely affect our business and operating results.

There is no assurance there will not be disruptions to trade between China and the United States

In the recent past, the governments of the United States and China have each imposed tariffs on certain products and taken other actions that have had an adverse impact on trade between the two countries. There is no assurance that either of these governments will not take similar actions in the future which limit the number of products we may acquire from suppliers based in China or increase the cost of such products. Any such action could limit our sales or decrease our margins, which may adversely affect our business and operating results.

We may not be able to successfully maintain our strategy of relying upon offshore manufacturers.

We continually aim to lower operational costs, increase operational efficiencies and lower costs of acquiring inventory. We believe that reliance upon flexible offshore low-cost product manufacturers mainly based in China is a key element to enable improvements in our ability to respond to customers in a cost-effective manner. Our success in implementing this strategic plan is dependent on the involvement of management, production employees, suppliers, and the stability of China economically and politically. Any inability to achieve this priority could materially adversely impact our business, results of operations or financial condition by disrupting our ability to deliver appropriately priced products to customers at the right time. Any disruption to anticipated levels of productivity and operational efficiencies in the operations of the manufacturers from which we purchase products could have a material adverse impact on our business, results of operations or financial condition.

Supply problems, termination or interruption of supply arrangements or increases in the cost of products could have a material adverse effect on our business, results of operations or financial condition.

Because we rely upon overseas manufacturers for many of our products, we are particularly susceptible to disruptions in our supply chain. We cannot be certain that we will not experience supply problems, such as the untimely delivery of, or defects or variations in, completed products or parts or components of our products. We obtain a portion of our products from either a sole supplier or a limited number of suppliers, mostly based in China. If these supply arrangements were terminated or interrupted for any reason, we could have difficulty establishing substitute supply arrangements on a timely basis or on satisfactory terms. For example, due to the city lockdown in China where most of our suppliers are, our stock supply was disrupted from May to July 2022. Our ability to re-supply our inventory resumed in August 2022, but we estimate that we lost about $1.5 million of sales as a result of this supply disruption. Problems with our supplies or supply arrangements could have a material adverse effect on our business, results of operations or financial condition. This situation could be further aggravated if we are overly dependent on a few key suppliers. Moreover, our profitability could be affected by significant fluctuations in the prices of the raw materials, parts, and components that our suppliers purchase to manufacture products. While our business has been impacted by rising inflation, our management does not believe that it has had a material negative impact on our business and results of operations. In recent years, our China-based suppliers have increased the cost of their products as a result of inflation. However, these increases have thus far been offset by the exchange rate fluctuation of the Chinese RMB, which has resulted in there being no material change to our costs. We may not be able to pass along price increases in raw materials, parts, or components to customers. As a result, an increase in the cost of the raw materials, parts, and components our suppliers use in the manufacture of our products could reduce our profitability and have a material adverse effect on our business, results of operations or financial condition.

The high cost of delivering our recreational boats may limit the geographic market for these products.

The cost of delivering a Pontoon Boat is substantial relative to its purchase price. Consequently, many purchasers of our pontoons arrange to pick up their boats at our facility in Dallas and it may be difficult to sell to reach customers located at substantial distances from our facilities. This may limit our ability to increase sales of our pontoons without opening new manufacturing facilities.

Higher fuel costs can materially adversely affect our business, results of operations or financial condition.

Higher fuel costs increase the transportation cost both of acquiring our inventory and shipping products to customers. Increases in energy costs can also adversely affect the pricing and availability of petroleum based raw materials. There is no guarantee that we will be able to pass such higher costs to customers, and so an increase in such costs could have a material adverse effect on our business, results of operations or financial condition. Also, higher fuel costs, whether petroleum based or electric, increase the cost of owning and operating many of our products, which can reduce demand for them and so materially adversely affect our business, results of operations or financial condition.

Changes in the credit markets could decrease the ability of consumers to purchase our products and have a material adverse effect on our business, results of operations or financial condition.

Changes in economic conditions could result in a deterioration or increased volatility in the credit and lending markets, which could adversely impact the consumers who purchase our products and rely upon financing for such purchases. If financing is not available to consumers or dealers on satisfactory terms, it is possible that our business, results of operations or financial condition could be materially adversely affected. In addition, concerns regarding the debt ceiling of the United States and budget deficit resulting in the downgrade of the United States government’s credit rating and the impact of additional credit agency downgrades could have a material adverse effect on worldwide economic conditions, the financial markets, and the availability of credit and, consequently, have a material adverse effect on our business, results of operations or financial condition.

We will require significant expenditures to fund future growth. We intend to fund our growth out of the proceeds of this offering and internal sources of liquidity or through additional financing from external sources. Our ability to obtain external financing in the future at a reasonable cost is subject to a variety of uncertainties, including our future financial condition, results of operations and cash flows and the condition of the global and domestic financial markets.

If we require additional funds and cannot obtain them on acceptable terms when required or at all, we may be unable to fulfill our working capital needs, upgrade our existing facilities or expand our business and may have to reduce the level of our operations. These factors may also prevent us from entering into transactions that would otherwise benefit our business or implementing our future strategies. Any debt financing that we undertake may be expensive and might impose covenants that restrict our operations and strategic initiatives, including limitations on our ability to incur liens or additional debt, pay dividends, repurchase our capital stock, make investments and engage in mergers, consolidations, and asset sale transactions. Equity financing may be on terms that are dilutive or potentially dilutive to our shareholders, and the prices at which new investors would be willing to purchase our equity securities may be lower than the trading prices of such equities. If new sources of financing are required, but are unattractive, insufficient, or unavailable, then we could be required to modify our business plans or growth strategy which could have a material adverse effect on our business, results of operations or financial condition.

Our business depends on the continued contributions made by Mr. David Shan, our founder, Chairman and Chief Executive Officer. The loss of his services may result in a severe impediment to our business.

Our success is dependent upon the continued contributions made by our founder, Chairman and Chief Executive Officer, Mr. David Shan. If Mr. Shan cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives in a timely manner or at all. This would likely result in severe damage to our business operations and would have an adverse material impact on our financial position and operational results.

Our business depends on the efforts of our management, and our business may be severely disrupted if we lose their services.

In addition to Mr. Shan, we currently depend on the continued services and performance of key members of our management team. Many of our senior executives have extensive experience in our industries and with our business, products, distributors and dealers, and the markets for our products. The loss of the technical knowledge, management expertise and knowledge of our operations possessed by one or more members of the core management team could result in a diversion of management resources, as the remaining members of management would need to cover the duties of any senior executive who leaves us and would need to spend time usually reserved for managing our business to search for, hire and train new members of management. The loss of some or all our senior executives could negatively affect our ability to develop and pursue our business strategy, which could materially adversely affect our business, results of operations or financial condition. We do not maintain “Key Employee” insurance on any members of our management team.

In addition, our success depends to a large extent upon our ability to retain skilled employees at rates which enable us to maintain our margins. There is intense competition for qualified and skilled employees, and our failure to recruit, train and retain such employees at appropriate rates of compensation, if at all, could have a material adverse effect on our business, results of operations or financial condition.

Our management team has no experience operating a company with publicly traded shares.

Mr. David Shan, our founder and principal shareholder, relocated to the United States from China in 1995. Mr. Shan and the members of our senior management team have never operated a company with shares traded in the public markets and consequently, is not familiar with many of the requirements applicable to a public company with shares listed on Nasdaq. Our management and other personnel will need to devote a substantial amount of time to ensure compliance with these requirements and we anticipate that we may need to rely upon outside advisors, counsel, and consultants to ensure compliance with applicable laws and regulations and undertaking various actions, such as implementing new internal controls and procedures. We anticipate that compliance with these rules and regulations will increase our legal, accounting, and financial compliance costs substantially.

If we fail to develop and protect our brand names and reputation, we may not attract and retain new distributors and dealers, or customers, which could adversely affect our revenues and financial performance.

We will invest significant resources to promote our brand names to obtain favorable recognition for us and our products among the public and, in particular, prospective distributors and dealers. We may not be able to attract and retain a robust network of distributors and dealers or a significant customer base, which could in turn adversely affect our business, results of operations or financial condition.

Our ability to adequately protect our trade names, trademarks and patents could have an impact on our brand images, reputation, and ability to penetrate new markets.

We believe that our trade names and trademarks and patents are important assets and an essential element of our strategy. We have applied for the registration of many of our trade names, trademarks, and patents in the United States. Some of these applications have been granted and some of these registrations are currently pending approval from the corresponding departments. There can be no assurance that we will obtain such registrations or that the registrations we obtain will prevent the imitation of our products or infringement of our intellectual property rights by others. Our failure to successfully protect our trademarks could diminish the value and effectiveness of our past and future marketing efforts and could cause customer confusion. This could in turn adversely affect our revenues, profitability, and the market price of our common stock.

We may be unable to protect our intellectual property or may incur substantial costs because of litigation or other proceedings relating to the protection of our intellectual property.

Our success depends in part on our ability to protect our patents, trademarks, copyrights, trade secrets, and other intellectual property from unauthorized use by others. If substantial unauthorized use of our intellectual property rights occurs, we may incur significant costs in enforcing such rights by prosecuting actions for infringement, particularly considering that policing unauthorized use of our intellectual property may be particularly difficult outside North America. Such unauthorized use could also result in diversion of management resources devoting attention to these matters at the expense of other tasks related to our business. Others may also initiate litigation to challenge the validity of our intellectual property, or allege that we are infringing their intellectual property. If our competitors initiate litigation to challenge the validity of our intellectual property, or allege that we infringe theirs, we may incur substantial costs to defend our rights. If the outcome of any such litigation is unfavorable, our business, results of operations or financial condition could be materially adversely affected. We cannot be sure that any patents we have obtained or may obtain, or other protections such as confidentiality and trade secrets, will be adequate to prevent imitation of our products and technology by others. If we are unable to protect our technology through the enforcement of our intellectual property, our ability to compete based on technological advantages may be harmed. If we fail to prevent substantial unauthorized use of our intellectual property, we risk the loss of certain competitive advantages, which could have a material adverse effect on our business, results of operations or financial condition.

Some of our competitors have significantly more resources to direct toward developing and patenting new technologies. It is possible that our competitors will develop patent equivalent or superior engine technologies and other products that compete with our products. They may assert these patents against us and we may be required to license these patents on unfavorable terms or cease using the technology covered by these patents, either of which could harm our competitive position and may materially adversely affect our business, results of operation or financial condition.

Significant product repair and/or replacement due to product warranty claims or product recalls could have a material adverse impact on our business, results of operations or financial condition.

We provide a limited warranty against defects for all our products for a period generally varying from 30 days to one year. We also provide a limited emissions warranty for certain emissions-related parts in its products as required by the United States Environmental Protection Agency. Although we employ quality control procedures, sometimes a product is distributed that needs repair or replacement, or that needs to be recalled. Our standard warranties require dealers to repair or replace defective products during such warranty periods at no cost to the consumer. We record provisions in our financial statements based on an estimate of product warranty claims, but there is the possibility that actual claims may exceed these provisions and therefore negatively impact earnings. We could make major product recalls or could be held liable should our products not meet safety standards or statutory requirements on product safety or consumer protection.

In addition, the risks of a product recall may be aggravated if production volumes increase significantly, supplied products do not meet our standards, or we fail to perform our risk analysis systematically or product-related decisions are not fully documented. Historically, product recalls have been administered through our dealers and distributors. The repair and replacement costs that we could incur in connection with a recall could have a material adverse effect on our business, results of operations or financial condition. Product recalls could also harm our reputation and cause us to lose customers, particularly if recalls cause consumers to question the safety or reliability of our Company’s products, which could have a material adverse effect on our business, results of operations or financial condition.

The failure of our IT systems or a security breach involving consumer or employee personal data could have a materially adverse effect on our reputation and business, results of operations or financial condition.

Our business operations utilize a variety of cloud-based IT systems. We are dependent on these systems for all commercial transactions, dealership and distributorship interactions, and supply chain and inventory management. Although (i) have established a firewall for our network, (ii) conduct regular system updates and employee trainings, (iii) regularly backup our data and (iv) have established appropriate contingency plans to mitigate the risks associated with a failure of our IT systems or a security breach, if one of our key IT systems were to suffer a failure or security breach this could have a material adverse effect on our business, results of operations or financial condition. Further, we rely on third parties for certain IT services. If an IT service provider were to fail or the relationship with us were to end, we might be unable to find a suitable replacement in a timely manner, and our business, results of operations or financial condition could be materially adversely affected. We continually modify and enhance our IT systems and technologies to increase productivity and efficiency. As new systems and technologies are implemented, we could experience unanticipated difficulties resulting in unexpected costs and adverse impacts to our manufacturing and other business processes. When implemented, the systems and technologies may not provide the benefits anticipated and could add costs and complications to ongoing operations, which may have a material adverse effect on our business, results of operations or financial condition.

We and our dealers and distributors receive and store personal information in connection with human resources operations, credit operations, warranty management, marketing efforts and other aspects of our businesses. Additionally, we exchange information with numerous trading partners across all aspects of our operations. Any security breach of our IT systems or those of our dealers, distributors and trading partners could result in disruptions to our operations or erroneous transactions. To the extent that such a breach results in a loss or damage to our data, or an inappropriate disclosure of confidential or personal information, it could cause significant damage to our reputation, affect our relationships with our customers, lead to claims against us and ultimately materially adversely affect our business, results of operations or financial condition.

As of the date of this prospectus, we have not experienced a material cyber security incident.

Retail sales of our new products may be materially adversely affected by declining prices for used versions of our products or the supply of new products by competitors in excess of demand.

We have observed that when prices for used versions of our products have declined, it has had the effect of reducing demand among retail purchasers for new versions of our products (at or near manufacturer’s suggested retail prices). Also, while we take steps designed to balance production volumes for our products with demand, our competitors could choose to supply new products to the market in excess of demand at reduced prices which could also reduce demand for new versions of our products. Reduced demand for new versions of our products could lead to reduced sales, which could materially adversely affect our business, results of operations or financial condition.

Our results of operations fluctuate from quarter to quarter and from year to year as they are affected, among other things, by the seasonal nature of some of our product lines.

Our results of operations experience substantial fluctuations from quarter to quarter and year to year. A portion of our sales revenue generated from Massimo Marine has seasonable sales pattern. For the nine months ended September 30, 2023 and September 30, 2022, our revenue generated from Massimo Marine made up approximately 12.9% and 10.5% of our total revenue, respectively. For the years ended December 31, 2022 and 2021, our revenue generated from the Massimo Marine made up approximately 9.8% and 4.9% of our total revenue, respectively. In general, retail sales of our products are highest in their particular season of use and in the immediately preceding period. For example, retail sales for ATVs and boats will be highest in winter and spring. Revenues in the first half of the fiscal year have generally been lower than those in the second half. However, the mix of product sales may vary considerably from time to time as a result of changes in seasonal and geographic demand, the introduction of new products and models and production scheduling for particular types of products. Any negative economic conditions that occur during the months of traditionally higher sales of a given product could have a disproportionate effect on our results of operations for the entire fiscal year. In addition, our dealers and distributors may modify orders, change delivery schedules, or change the mix of products ordered. We may also make strategic decisions to deliver and invoice products at certain dates to lower costs or improve supply chain efficiencies or may be forced to do so because of supply chain issues or disruption. As a result, our results of operations are likely to fluctuate significantly from period to period such that any historical results should not be considered indicative of the results to be expected for any future period. In addition, we incur significant additional expenses in the periods leading up to the introduction of new products which may also result in fluctuations in our results of operations. Our annual and quarterly gross profit margins are also sensitive to a number of factors, many of which are beyond our control, including shifts in product sales mix, geographic sales trends, and currency exchange rate fluctuations, all of which we expect will continue. This seasonality in revenues, expenses and margins, along with other factors that are beyond our control, including general economic conditions, changes in consumer preferences, weather conditions, tariffs, free-trade arrangements, geopolitical uncertainty, the cost or availability of raw materials or labor, discretionary spending habits and currency exchange rate fluctuations, could materially adversely affect our business, results of operations or financial condition.

We are subject to laws, rules and regulations regarding product safety, health, environmental and noise pollution and other issues that could cause us to incur fines or penalties or increase our operating costs.

We are subject to federal, provincial, state local, and municipal laws, rules and regulations in Canada and the United States regarding product safety, health, environmental and noise pollution and other issues that could cause us to incur fines or penalties or increase our operating costs, all of which could have a material adverse effect on our business, results of operations or financial condition. A failure to comply with, or compliance with, any such requirements or any new requirements could result in increased expenses to modify our products, or harm to our reputation, which could have a material adverse effect on our business, results of operations or financial condition. Certain jurisdictions require or are considering requiring a license to operate certain of our products. While such licensing requirements are not expected to be unduly restrictive, they may deter potential customers, thereby reducing sales. Our products are also subject to laws, rules and regulations imposing environmental, noise emission, zoning and permitting restrictions, which laws, rules and regulations are subject to change and may limit the locations where our products may be sold or used or restrict their use during certain times or on certain conditions. Since the beginning of the COVID-19 pandemic, we have had to adapt health and safety measures throughout our facilities to comply with changing local regulations in connection with the COVID-19 health crisis, resulting in incremental costs. Additional costs and investments might be required in the future if new regulations or restrictions are put in place.

Climate change is receiving increasing attention worldwide. A perceived consensus among scientists, legislators and others regarding the impact of increased levels of greenhouse gases, including carbon dioxide, on climate change has led to significant legislative and regulatory efforts to limit greenhouse gas emissions. Greenhouse gas regulations could require us to purchase allowances to offset our emissions or result in an overall increase in costs of raw materials or operating expenses, any of which could reduce competitiveness in a global economy or otherwise have a material adverse effect on our business, results of operations or financial condition. Many of our suppliers face similar circumstances. Moreover, we and our suppliers may face greater regulatory or customer pressure to offer products that generate less emissions. This may require the expenditure of significant funds on R&D implementation and subject us to the risk that our competitors may respond to these pressures in a manner that gives them a competitive advantage. The development of such products may also present challenges in maintaining the look, sound and feel of our products. While additional regulations of emissions in the future appear likely, it is too early to predict whether such regulation could ultimately have a material adverse effect on the our business, results of operations or financial condition.

If product liability lawsuits are brought against us, we may incur substantial liabilities.

We face a risk of lawsuits alleging product liability claims. We may be sued if any of our products allegedly causes injury or are found to be otherwise unsuitable during product testing, manufacturing, marketing or sale. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability and a breach of warranties. Claims could also be asserted under state consumer protection acts. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:

We currently maintain product liability insurance. However, there is no guarantee that that such insurance will remain affordable or be sufficient. If we are unable to retain sufficient product liability insurance coverage, it could prevent or inhibit the commercialization of products we intend to market. Even if we maintain product liability insurance in the future, we may have to pay amounts awarded by a court or negotiated in a settlement that exceed our coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay such amounts.

We carry insurance that we consider adequate in regard to the nature of the covered risks and the costs of coverage. We are not fully insured against all possible risks, nor are all such risks insurable. We may be forced to cover the costs of certain realized risks which may have a material adverse effect on our business, results of operations or financial condition.

An adverse determination in any significant product liability claim could materially adversely affect our business, results of operations or financial condition.

The development, manufacture, sale and use of our products exposes us to significant risks associated with product liability claims. If our products are defective or used incorrectly by consumers, it may result in bodily injury, property damage or other injury, including death, which could give rise to product liability claims against us. Changes to our suppliers’ manufacturing processes and the production of new products could result in product quality issues, thereby increasing the risk of litigation and potential liability. Further, we have limited control over the design, manufacture, and assembly, processes because these are undertaken by our suppliers. Any losses that we may suffer from any liability claims and the effect that any product liability litigation may have upon the brand image, reputation and marketability of our products could have a material adverse impact on our business, results of operations or financial condition.

We have three (3) pending litigation cases as of December 13, 2023. No assurance can be given that our historical claims record will not change, that material product liability claims will not be made in the future against us, or that claims will not arise in the future in excess of our indemnities and insurance coverage. Our records provision for known potential liabilities, but there is the possibility that actual losses may exceed these provisions and therefore negatively impact earnings. Also, we may not be able in the future to adequately insure our product liability and warranty risk or the cost of doing so may be prohibitive. Adverse determinations of material product liability claims made against us could also harm our reputation and cause us to lose customers and could have a material adverse effect on our business, results of operations or financial condition.

We have been in the past and may be in the future subject to several litigation proceedings relating to defective products that have caused property damage, physical injury and death. These proceedings may negatively affect our reputation, hurt the perception of our products being safe and subject us to damages.

From 2017 to 2023, we have been subject to over fifty (50) litigation proceedings relating to: accidental fires, defective steering mechanisms, faulty batteries and braking systems, bad engines and other issues of product design and/or manufacturing defect. Some of these proceedings were filed pursuant to the plaintiffs experiencing death, injury or property damage. While we have been able to settle the vast majority of these claims, there remains a possibility that these past claims may adversely affect the future ability to sell our products. Distributors, dealers and customers may perceive our products to be unsafe or poorly built and may refuse to carry them in stores or purchase them for personal use. We may be subject to similar litigation proceedings in the future which may result in additional damages and a poor reputation among our distributors, dealers and customers. This could have a material adverse effect on our business, results of operations or financial condition. See “An adverse determination in any significant product liability claim could materially adversely affect our business, results of operations or financial condition.”

We have been in the past and may be in the future subject to regulatory inquiries with respect to the safety of our products and compliance with business regulations. These inquiries may negatively affect our reputation, hurt the perception of our products being safe and subject us to costly penalties.

We are subject to a variety of federal, state and local laws which regulate our business. These laws include consumer safety protection laws, laws regulating the registration and licensing of motor vehicles, state lemon laws, the Uniform Commercial Code, the Magnuson-Moss Warranty Act and other such laws regulating the motorsports vehicle industry.

In the past we have been subject to regulatory inquiries from institutions such as the Missouri Office of the State Attorney General, the California Air Resources Board, the Pennsylvania State Board of Vehicle Manufacturers, Dealers and Salespersons and the U.S. Consumer Product Protection Commission. On at least one occasion, we have received punitive action by the U.S. Consumer Product Protection Commission in the form of a Stop Sale order. The order required us to halt the sale of our Electric Balance Bike due to issues concerning excessive lead content and the lack of a child safety certificate. Stop Sale orders may adversely affect our ability to sell popular products and may cause us to have a poor reputation with the retailers, distributors and dealerships that may carry our products. If such past or future inquiries were to become publicized, it could negatively affect consumers’ perception of our brand and may lead to a significant decrease in sales.

Any failure to adhere to the regulations and laws of federal, state and local institutions may result in costly fines, loss of license to do business in a particular jurisdiction and other severe penalties. These penalties could have a material adverse effect on our business, results of operations or financial condition. The burden of compliance with such regulations and laws may come at significant time and expense and despite our best efforts to comply, we may still be subject to regulatory inquiry and sanction.

Our business requires us to pay licensing fees for each state that we operate in. We may not be able to justify the cost of compliance in a particular state or locality thus necessitating that we allow our license to expire. This may have a materially adverse effect on our business, results of operations or financial condition.

Each state within the United States maintains its own licensing regime with respect to vehicular sales. The applicable fees and compliance rules may prove too costly for us and senior management may choose to permit our license-to-do-business in certain states to expire. We may make such a decision based on the costs outweighing the benefits, although our judgment may prove incorrect, and we may forfeit the possibility of significant profit by withdrawing from a certain state. Poor decision-making with respect to allowing certain licenses to expire or to maintaining them indefinitely may have a materially adverse effect on our business, results of operations or financial condition.

We have not made use of confidentiality agreements in the past and, although we intend to rely on such agreements in future dealings with our suppliers, employees, consultants, and other parties, the prior lack or the breach of such agreements could adversely affect our business and results of operations.

In the past, we have not made use of confidentiality agreements with our employees, customers, consultants and other parties to protect proprietary information or trade secrets. We intend to rely on such confidentiality agreements on a go-forward basis. Current and former employees not covered under confidentiality agreements may divulge our proprietary information or trade secrets. The release of such proprietary information or trade secrets could adversely affect our business and results of operations. Additionally, for individuals covered by future confidentiality agreements, there can be no assurance that these agreements will not be breached, that we would have adequate remedies for any such breach or that our proprietary information or trade secrets will not otherwise become known to or independently developed by competitors. To the extent that consultants, key employees or other third parties apply technological information independently developed by them or by others to our proposed projects, disputes may arise as to the proprietary rights to such information that may not be resolved in our favor. We may be involved from time to time in litigation to determine the enforceability, scope and validity of our proprietary rights. Any such litigation could result in substantial cost and diversion of effort by our management and technical personnel at the expense of other tasks related to our business.

Unionization activities may disrupt our operations and increase our costs.

Although none of our employees are currently covered under collective bargaining agreements, our employees or that of our suppliers, distributors or retailers may elect to be represented by labor unions in the future. If a significant number of our employees or that of our suppliers, distributors or retailers were to become unionized and collective bargaining agreement terms were significantly different from our or our suppliers’, distributors’ or retailers’ current compensation arrangements, it could have a material adverse effect on our business, financial condition and results of operations. In addition, a labor dispute involving some or all our or that of our suppliers, distributors, retailers or employees may harm our reputation, disrupt our operations and reduce our revenues, and resolution of disputes could increase our costs. Further, if we enter into a new market with unionized construction companies, or the construction companies in our current markets become unionized, construction and build-out costs for new restaurants in such markets could materially increase.

Our business could be materially harmed by epidemics, pandemics such as the COVID-19 pandemic, and other outbreaks and public health emergencies.

In March 2020, the World Health Organization announced that infections caused by COVID-19 had become a pandemic. Economies throughout the world, including those of the United States and China, were severely disrupted by the effects of the pandemic and the quarantines, stay at home orders, business closures and the reluctance of individuals to leave their homes resulting from the outbreak of the COVID-19 Pandemic. These lockdowns and any accompanying travel restrictions adversely impacted many industries in China and disrupted the supply chains on which we and other businesses relied upon. We temporarily closed our offices and production facilities partially in March 2020, as required by relevant local authorities. Our offices reopened in April 2020 upon approval from the local governments. Due to the extended lock-down and self-quarantine policies in Dallas, Texas, we experienced a business disruption during the lock-down period from early March to June 2020. and have since been picking up slowly after China reopened businesses nationwide. From July 2020, due to the effective containment of COVID-19 in the United States, we resumed our full operation. Then due to the city lockdown in China where most of our suppliers are, our stock supply was disrupted from May to July 2022. Our ability to re-supply our inventory resumed in August 2022. We estimate that we lost about $1.5 million of sales as a result of this supply disruption. We cannot forecast with any certainty the extent to which our business or the manufacturers on which we rely for products may be negatively impacted by an increase in cases as a result of the spread of a new COVID-19 variant or a new pandemic and restrictions imposed by governments or voluntarily undertaken in response to any such event. Any such disruption may materially impact our business, results of operations or financial condition.

Furthermore, even after an outbreak has subsided, we may experience impacts to our business as a result of the global economic impact of the outbreak, including any economic downturn or recession or other long-term effects that have occurred or may occur to us, our customers and vendors in the future.

Natural disasters, unusually adverse weather, pandemic outbreaks, boycotts and geo-political events could materially adversely affect our business, results of operations or financial condition and the market for stocks globally.

The occurrence of one or more natural disasters, such as hurricanes and earthquakes, unusually adverse weather, pandemic outbreaks, boycotts and geo-political events, such as civil unrest and acts of terrorism, upheavals in U.S.-China relations, or similar disruptions could materially adversely affect our business, results of operations or financial condition. These events could result in physical damage to one or more of our properties or the properties of our suppliers and distributors, increases in fuel or other energy prices, temporary or permanent closure of one or more of our facilities or the facilities of our suppliers and distributors, temporary lack of an adequate workforce in a market, temporary or long-term disruption in the supply of raw materials, product parts and components, temporary disruption in transport to and from overseas, especially China, and disruption to our information systems, and, ultimately, have a material adverse impact on our business, results of operations or financial condition.

Our ability, or lack thereof, to attract, recruit, and maintain talented sales representatives may adversely affect our business and our plans to expand our market.

We have a team of sales representatives which works with our dealers and distributors and to coordinate sales and distribution of our products through their channels. To execute our expansion into new markets, it is important to attract, employ, and maintain talented sales representatives. Even if we attract new talented sales representatives, there is no guarantee that we can maintain the talented individuals. Our inability to maintain a roster of talented sales representatives may adversely affect our business and planned expansion into new markets.

Our ability, or lack thereof, to establish strategic partnerships and expand our distribution channels regionally and nationally may adversely affect our business and our plans to expand our market.

We rely on our local and regional sales representatives to assist us with establishing strategic partnerships with dealers and distributors located in new geographic areas. A critical component of our expansion plan is our sales representatives’ ability to successfully establish new strategic partnerships in the Northeast, West, Southeast, and Midwest of the United States. Even if we establish new strategic partnerships, there is no guarantee that we can maintain successful relationships with the new dealers and distributors or that our partners will yield additional revenue and profits based on sales.

U.S. policies granting farmers incentives may cease and farmers represent a large percentage of our revenue.

In both the nine months ended September 30, 2023 and the fiscal year of 2022, approximately 25% of our consumers were farmers, respectively. As a supplier to farmers, we are aware that farmers rely on U.S. governmental programs to fund the purchase of supplies from us and operate their business. For example, the U.S. Department of Agriculture (“USDA”) has a variety of grants and subsidies. The USDA offers farming producers and agricultural businesses funding through its Pandemic Assistance for Producers initiative. The USDA’s program, The Food Safety Certification for Specialty Crops (“FSCSC”) program provides up to $200 million in assistance for specialty crop producers who incur eligible on-farm food safety program expenses to obtain or renew a food safety certification in calendar years 2022 or 2023.

In addition to USDA, various other regulatory entities at the federal and state level offer grants and subsidies, which some of our consumers rely on to purchase our products. Most government incentives contain terms. Once the term of the program expires, there is no guarantee that the program will be extended. If the United States’ policies granting farmers incentives are not available to our farming consumers, then we may lose consumers and this would adversely affect our business.

There is no existing market for our securities, and we do not know if one will develop to provide you with adequate liquidity. Even if a market does develop following this offering, the stock prices in the market may not exceed the offering price.

Prior to this offering, there has not been a public market for our securities. We cannot assure you that an active trading market for our common stock will develop following this offering, or if it does develop, it may not be maintained. You may not be able to sell your shares quickly or at the market price if trading in our common stock is not active. The initial public offering price for the shares will be determined by negotiations between us and representatives of the Underwriters and may not be indicative of prices that will prevail in the trading market following the completion of this offering. Consequently, you may not be able to sell shares of our common stock at prices equal to or greater than the price you pay in this offering.

We, Massimo Group, are a holding company and our only significant assets are the membership interest and capital stock of our subsidiaries. As a result, we are subject to the risks attributable to our subsidiaries. As a holding company, we conduct substantially all of our business through its subsidiaries, which generate substantially all of our revenues. Consequently, our cash flows and ability to complete current or desirable future enhancement opportunities are dependent on the earnings of our subsidiaries and the distribution of those earnings to us. The ability of these entities to pay dividends and other distributions will depend on their operating results and will be subject to applicable laws and regulations which require that solvency and capital standards be maintained by such companies and contractual restrictions contained in the instruments governing their debt. In the event of a bankruptcy, liquidation or reorganization of any of our subsidiaries, holders of indebtedness and trade creditors will generally be entitled to payment of their claims from the assets of that subsidiary before any assets are made available for distribution to us.

The market price of our common stock is likely to be highly volatile, and you could lose all or part of your investment.

The trading price of our common stock is likely to be volatile. This volatility may prevent you from being able to sell your shares at or above the price you paid for your shares. Our stock price could be subject to wide fluctuations in response to a variety of factors, which include:

In addition, the stock market has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies. Broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance. In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources and could also require us to make substantial payments to satisfy judgments or to settle litigation.

Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.

Our quarterly operating results may fluctuate significantly because of several factors, including:

Unanticipated fluctuations in our quarterly operating results could result in a decline in our stock price.

Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock.

If, after listing, we fail to satisfy the continued listing requirements of Nasdaq, such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to delist our common stock. Such a delisting would likely have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements.

If Nasdaq delists our securities, we could face significant material adverse consequences, including:

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Assuming our common stock will be listed on Nasdaq, our common stock will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Furthermore, if we were no longer listed on Nasdaq, our common stock would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

If our shares are delisted from Nasdaq and become subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not obtain or retain a listing on Nasdaq and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

We have no current plans to pay cash dividends on our common stock for the foreseeable future, and you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our Board of Directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board of Directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur, including our credit facility. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it and any potential investor who anticipates the need for current dividends should not purchase our securities. See the section entitled “Dividend Policy.”

There can be no assurance that we will ever provide liquidity to our investors through a sale of our company.

While acquisitions of manufacturing and distribution companies like ours are not uncommon, potential investors are cautioned that no assurances can be given that any form of merger, combination, or sale of our company will take place following this offering, or that any merger, combination, or sale, even if consummated, would provide liquidity or a profit for our investors. You should not invest in our company with the expectation that we will be able to sell the business in order to provide liquidity or a profit for our investors.

Our management will have broad discretion in how we use the net proceeds of this offering and might not use them effectively.

Our management will have considerable discretion over the use of proceeds from this offering. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used in a manner which you may consider most appropriate. Our management might spend a portion or all of the net proceeds from this offering in ways that our stockholders do not desire or that might not yield a favorable return. The failure by our management to apply these funds effectively could harm our business. Furthermore, you will have no direct say on how our management allocates the net proceeds of this offering. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

Our founder and principal shareholder has substantial influence over our company. His interests may not be aligned with the interests of our other shareholders, and he could prevent or cause a change of control or other transactions.

After giving effect to the sale of the shares offered hereby, Mr. David Shan will own 77.7% of our outstanding shares, or 77.3% if the Underwriters exercise the over-allotment option in full. Accordingly, Mr. Shan will have significant influence in determining the outcome of any corporate transaction or other matter submitted to the shareholders for approval, including mergers, consolidations, the appointment of directors and other significant corporate actions. Mr. Shan will also have the power to prevent or cause a change in control. Without the consent of Mr. Shan, we may be prevented from entering into transactions that could be beneficial to us or our minority shareholders. In addition, Mr. Shan could violate his fiduciary duties by diverting business opportunities from us to himself or others. The interests of Mr. Shan may differ from the interests of our other shareholders. The concentration in the ownership of our common stock shares may cause a material decline in the value of our common stock. For more information regarding Mr. Shan, see “Principal Shareholders.”

The sale or availability for sale of substantial amounts of our common stock could adversely affect its market price.

Sales of substantial amounts of our common stock in the public market after the completion of this offering, including sales made of any shares pledged for a loan by any holder of a significant number of shares of our common stock, or the perception that these sales could occur, could adversely affect the market price of our common stock and could materially impair our ability to raise capital through equity offerings in the future. The common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 under the Securities Act and the applicable lock-up agreements. There will be 41,300,000 shares of common stock outstanding immediately after this offering or 41,495,000 shares assuming the full exercise of the Underwriters’ over-allotment option. In connection with this offering, we and each of our directors and officers named in the section “Management,” have agreed not to sell any common stock for six months from the date of this prospectus without the prior written consent of the Underwriter, subject to certain exceptions. However, the Underwriters may release these securities from these restrictions at any time, subject to applicable regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”). We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our common stock. See “Underwriting” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

You will incur immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of 1,300,000 shares of common stock offered in this offering at a public offering price of $4.50 per share (the mid-point of the range appearing on the front cover of this prospectus), and after deducting underwriting commissions and estimated offering expenses payable by us, investors in this offering can expect an immediate dilution of $4.17 per share, or approximately 92.7%, at the assumed public offering price. Additionally, to the extent that these warrants, or options we will grant to our officers, directors and employees, are ultimately exercised, you will sustain future dilution. We may also acquire new businesses or finance strategic alliances by issuing equity, which may result in additional dilution to our stockholders. Following the completion of this offering, our Board of Directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of common stock, including shares issuable upon the exercise of options, or shares of our authorized but unissued preferred stock. Issuances of common stock or voting preferred stock would reduce your influence over matters on which our stockholders vote and, in the case of issuances of preferred stock, would likely result in your interest in us being subject to the prior rights of holders of that preferred stock. See the section titled “Dilution.”

We will incur significant increased costs as a result of operating as a public company and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and Nasdaq, has imposed various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, we anticipate that compliance with these rules and regulations will increase our legal, accounting and financial compliance costs substantially. A number of those requirements will require us to carry out activities we have not done previously. For example, we will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, these rules and regulations may make our activities related to legal, accounting and financial compliance more difficult, time-consuming and costly and may also place undue strain on our personnel, systems and resources. Furthermore, if we identify any issues in complying with those requirements (for example, if we or our auditors identify a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain our current levels of such coverage. These increased costs will require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase our costs.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

In addition, we may be subject to audits of our income, sales and other transaction taxes by federal, state and local authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

Changes to accounting rules or regulations may adversely affect the reporting of our results of operations.

Changes to existing accounting rules or regulations may impact the reporting of our future results of operations or cause the perception that we are more highly leveraged. Other new accounting rules or regulations and varying interpretations of existing accounting rules or regulations have occurred and may occur in the future.

Changes to estimates related to our property, fixtures and equipment or operating results that are lower than our current estimates at certain locations may cause us to incur impairment charges on certain long-lived assets, which may adversely affect our results of operations.

In accordance with accounting guidance as it relates to the impairment of long-lived assets, we make certain estimates and projections with regard to our operations, as well as our overall performance, in connection with our impairment analyses for long-lived assets. When impairment triggers are deemed to exist for our operations, the estimated undiscounted future cash flows are compared to its carrying value. If the carrying value exceeds the undiscounted cash flows, an impairment charge equal to the difference between the carrying value and the fair value is recorded. The projections of future cash flows used in these analyses require the use of judgment and a number of estimates and projections of future operating results. If actual results differ from our estimates, additional charges for asset impairments may be required in the future. If future impairment charges are significant, this could have a material adverse effect on the results of our operations.

As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements, which could leave our stockholders with less information or fewer rights available to stockholders of more mature companies.

For as long as we remain an “emerging growth company”, we have elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to:

We expect to take advantage of these reporting exemptions until we are no longer an “emerging growth company.” Because of these lessened regulatory requirements, our stockholders would be left without information or rights available to stockholders of more mature companies.

Because we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company” our financial statements may not be comparable to companies that comply with public company effective dates.

We have elected to use the extended transition period for complying with new or revised accounting standards for an emerging growth company. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates, and thus investors may have difficulty evaluating or comparing our business, performance or prospects in comparison to other public companies, which may have a negative impact on the value and liquidity of our common stock.

We will be a “controlled company” within the meaning of Nasdaq listing standards and, as a result, will qualify for exemptions from certain corporate governance requirements.

The controlled company exemptions do not apply to the audit committee requirement or the requirement for executive sessions of independent directors. We are required to disclose in our annual report that we are a controlled company and the basis for that determination. Although we do not plan to take advantage of the exemptions provided to controlled companies, we may in the future take advantage of such exemptions. Our status as a controlled company could cause our securities to be less attractive to certain investors or otherwise adversely affect our securities’ trading price.

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.

The trading market for our common stock may be influenced by the research and reports that securities or industry analysts may publish about us, our business, our market or our competitors. If any of the analysts who may cover us change their recommendation regarding our common stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would likely decline. If any analyst who may cover us was to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price of our common stock or trading volume to 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.

The anti-takeover provisions of the Nevada law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change in control would be beneficial to our existing stockholders. Our Articles of Incorporation and our Bylaws, upon the consummation of this offering, may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. For example, our Board of Directors has the right to issue preferred stock without stockholder approval that could be used to dilute a potential hostile acquirer. As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these protective measures, and efforts by stockholders to change the direction or management of the company may be unsuccessful. In addition, our Articles of Incorporation and Bylaws will:

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.

We are not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and therefore are not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a publicly traded company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Though we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an emerging growth company and are an accelerated or large accelerated filer.

To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. In addition, we may identify material weaknesses in our internal control over financial reporting that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404.

If we identify weaknesses in our internal control over financial reporting, are unable to comply with the requirements of Section 404 in a timely manner or to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by Nasdaq on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources. On September 15, 2023, our management team identified a material weakness and significant deficiency while assessing the effectiveness of our internal controls over financial reporting as of December 31, 2022 and December 31, 2021. The matters involving this material weakness and significant deficiency were related to inadequate segregation of duties resulting from limited accounting staff and resources. While we have taken steps to remediate this weakness and deficiency by hiring additional staff, there can be no assurances that we will be able to maintain effective internal controls at all times.

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, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes against us, or our directors and officers.

Our Bylaws require, to the fullest extent permitted by Nevada law, that unless we consent in writing to the selection of an alternative forum, the Second Judicial District Court of Washoe County of the State of Nevada (the “Court”) shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against the Company, any director or the Company’s officers or employees arising pursuant to any provision of the NRS, Chapters 78 or 92A of the NRS or our Nevada Articles of Incorporation or our Bylaws, or (iv) any action asserting a claim against the Company, any director or the Company’s officers or employees governed by the internal affairs doctrine. However, each of these clauses (i) through (iv) will not apply to any claim (x) as to which the Court determines that there is an indispensable party not subject to the jurisdiction of the Court (and the indispensable party does not consent to the personal jurisdiction of the Court within ten (10) days following such determination), (y) for which the Court does not have subject matter jurisdiction, or (z) which is vested in the exclusive jurisdiction of a court or forum other than the Court, including pursuant to Section 27 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which provides for exclusive federal jurisdiction over suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Furthermore, Section 22 of the Securities Act provides for concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, and as such the exclusive jurisdiction clauses set forth above would not apply to such suits.

Although we believe these provisions benefit us by providing increased consistency in the application of Nevada law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers. Any person or entity purchasing or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and consented to this exclusive forum provision, but will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder. If a court were to find the choice of forum provision contained in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition, and results of operations.

This prospectus contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements contained in this prospectus 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, the other risks we face and the actions we may take in response thereto and other risks and uncertainties described in this prospectus, 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 prospectus 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 prospectus 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 prospectus, 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 prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus 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 prospectus by these cautionary statements.

We estimate that the net proceeds from the sale of the shares of common stock we are offering will be approximately $2.86 million based on an assumed offering price of $4.50 per share. If the Underwriters fully exercise the Overallotment Option, the net proceeds of the shares we sell will be approximately $3.66 million. “Net proceeds” is what we expect to receive after deducting the underwriting discount and commission and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed offering price of $4.50 would increase (decrease) the net proceeds to us from this offering by approximately $1.3 million, after deducting estimated underwriting discount and commission and estimated offering expenses payable by us, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. Each increase of 100,000 shares in the number of shares offered by us at the assumed public offering price would increase the net proceeds to us in this offering by approximately $0.45 million. Similarly, each decrease of 100,000 shares in the number of shares offered by us at the assumed public offering price would decrease the net proceeds to us from this offering by approximately $0.45 million. A change in the offering price or the number of shares by these amounts could have a material effect on our uses of the proceeds from this offering, and it may impact the amount of time prior to which we will need to seek additional capital.

We intend to use the net proceeds of this offering as follows, after we complete the remittance process:

While we expect to use the net proceeds for the purposes described above, the amounts and timing of our actual expenditures will depend upon numerous factors, including our sales and marketing efforts, our operating costs and other factors described under “Risk Factors” in this prospectus. The expected net proceeds from the sale of the shares offered hereby, if added to our current cash and cash equivalents is anticipated to be sufficient to fund our operations through the next 12 months. In the event that our plans change, our assumptions change or prove to be inaccurate, or the net proceeds of this offering are less than as set forth herein or otherwise prove to be insufficient, it may be necessary or advisable to reallocate proceeds or curtail expansion activities, or we may be required to seek additional financing or curtail our operations. As a result of the foregoing, our success will be affected by our discretion and judgment with respect to the application and allocation of the net proceeds of this offering.

Pending their use, we plan to invest the net proceeds from this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

Holders of our common stock are entitled to receive dividends only when and if declared by our Board of Directors out of funds legally available for dividends.

Historically, we have been treated as an S Corporation for U.S. federal income tax purposes, and as such, we have paid distributions to our existing shareholder to assist him in paying the U.S. federal income taxes on our taxable income that is “passed through” to them, as well as additional amounts for returns on capital. On December 31, 2022, our board declared and paid cash dividend of $12 million to our original sole shareholder Mr. David Shan and Mr. Shan has lent back approximately $11 million to the Company with non-interest bearing and no fixed payback term as of December 31, 2022. On May 30, 2023, our board declared an additional $2.2 million cash dividend to Mr. Shan.

After the consummation of the Reorganization, on June 1, 2023, whereby we elected to be taxed as a C Corporation, until the date of this prospectus, we have not declared or paid any cash dividends on our equity interests. We do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends, if any, in the future is within the discretion of our Board of Directors and will depend on our earnings, capital requirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to finance the development and growth of our business.

The following table sets forth our cash and equivalents and capitalization as of September 30, 2023:

You should read the information in this table together with our financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

If you purchase shares of our common stock in this offering, your interest will be diluted immediately to the extent of the difference between the assumed public offering price of $4.50 per share and the as adjusted net tangible book value per share of our common stock immediately upon the consummation of this offering.

On a pro forma basis, our net tangible book value as of September 30, 2023 was approximately $10.4 million, or approximately $0.26 per share. Net tangible book value per share represents our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of September 30, 2023.

Net tangible book value dilution per share to new investors represents the difference between the amount per share paid by purchasers in this offering and the as adjusted net tangible book value per share of common stock immediately after completion of this offering. After giving effect to our sale of 1,300,000 shares of common stock in this offering at an assumed public offering price of $4.50 per share, and after deducting Underwriters’ commissions and estimated offering expenses, our as adjusted net tangible book value as of September 30, 2023 would have been $13.3 million, or $0.32 per share. This represents an immediate increase in net tangible book value of $0.06 per share to existing stockholders and an immediate dilution in net tangible book value of $4.18 per share to purchasers of shares in this offering, as illustrated in the following table:

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in “Risk Factors.” All amounts included herein with respect to the nine months ended September 30, 2023 and September 30, 2022 are derived from our unaudited consolidated financial statements included elsewhere in this prospectus. All amounts included herein with respect to the fiscal years ended December 31, 2021 and 2022 are derived from our audited consolidated financial statements included elsewhere in this prospectus. Our financial statements have been prepared in accordance with U.S. GAAP.

Massimo Group 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 UTVs, recreational ATVs, and Pontoon Boats. Mr. David Shan, the Chairman of the Board and Chief Executive Officer, is the controlling shareholder (the “Controlling Shareholder”) of the Company.

A Reorganization of the legal structure was completed on June 1, 2023. the Controlling Shareholder transferred his 100% equity interest in Massimo Motor and 100% equity interest in Massimo Marine to Massimo Group. After this reorganization, Massimo Group ultimately owns 100% equity interests of Massimo Motor and Massimo Marine.

Before and after the Reorganization, the Company, together with its subsidiaries, is effectively controlled by the same Controlling Shareholder, and therefore, the Reorganization is considered as a recapitalization of entities under common control in accordance with ASC 805-50-25. The consolidation of the Company and its subsidiaries have 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 consolidated financial statements in accordance with ASC 805-50-45-5.

Massimo Group currently generates most of its revenues from the sales of UTVs and ATVs, which represent 90.1% and 87.1% of total revenue for the three and nine months ended September 30, 2023, respectively. We also generate revenue from the sales of Pontoon Boats, which represented 9.9% and 12.9% of our revenue for the three and nine months ended September 30, 2023, respectively. For the three and nine months ended September 30, 2023, our total revenues were approximately $30.0 million and $75.5 million, respectively.

Massimo Group currently generates most of its revenues from the sales of UTVs and ATVs, which represent 89.1% and 89.5% of total revenue for the three and nine months ended September 30, 2022, respectively. We also generate revenue from the sales of Pontoon Boats, which represented 10.9% and 10.5% of our revenue for the three and nine months ended September 30, 2022, respectively. For the three and nine months ended September 30, 2022, our total revenues were approximately $20.8 million and $61.6 million, respectively.

We believe the most significant factors that affect our business and results of operations include the following:

The following table summarizes the results of condensed consolidated statements of operations and comprehensive income (loss) (unaudited) for the three and nine months ended September 30, 2023 and 2022 in U.S. dollars, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

Nine Months Ended September 30, 2023 Compared to Nine Months Ended September 30, 2022

Revenues increased by $13.9 million, or 22.6%, to approximately $75.5 million in the nine months ended September 30, 2023 from approximately $61.6 million for the nine months ended September 30, 2022. The increase in revenue was principally due to increased demand in the electric bike and fishing boat market. In 2022, shutdown of cities in China from April to June significantly affected our suppliers. We were completely out of stock for two out of the twelve months of 2022. The recovery of the electric bike and fishing boat markets was related to the reduction of impacts felt from the COVID-19 pandemic on manufacturing and the supply chain since 2022. An increase in demand and steady supply boosted our revenue in the first nine months of 2023 when compared with the same period in 2022.

Revenue from sales of UTVs, ATVs and electric bikes increased by $10.7 million, or 19.3%, from $55.1 million in the nine months ended September 30, 2022 to $65.8 million in the nine months ended September 30, 2023. The increase was primarily due to higher sales volume in the nine months ended September 30, 2023 when compared with the nine months ended September 30, 2022. The decrease in sales return was attributable to an increase in revenue. Starting from 2023, we strategically reduced the sales return rate by improving product quality and increasing customer satisfaction. We have enhanced our weekly tracking of warranty part demand to ensure timely customer service. Additionally, in 2023, we are gradually shifting sales from retailers with high return rates such as Costco, to other with lower return rates such as Tractor Supply Co.

Revenue from sales of Pontoon Boats increased by $3.3 million, or 50.5%, from $6.5 million in the nine months ended September 30, 2022 to $9.7 million in the nine months ended September 30, 2023 The increase in revenue was primarily attributable to strong demand in the Pontoon Boat market after stock supply returned to normal levels after the COVID-19 pandemic. In 2022, the shutdown of cities in China for two months affected our sales in the nine months ended September 30, 2022. Additionally, we put more resources on advertising and promotion of our Massimo Marine brand, which boosted our sales in the nine months ended September 30, 2023 when compared to same period last year.

Our gross profit increased by $8.4 million, or 54.6%, to $23.8 million in the nine months ended September 30, 2023 from $15.4 million in the nine months ended September 30, 2022. Gross profit margin was 31.5% in the nine months ended September 30, 2023, as compared with 25.0% in the nine months ended September 30, 2022. The increase of 6.5% in the gross profit margin was primarily attributable to higher selling price due to higher market demand, as well as the lower cost of sales due to reduced freight costs in the nine months ended September 30, 2023 as compared with the same period in 2022.

Cost of revenue on UTVs, ATVs and electric bikes increased by $2.6 million from $41.0 million in the nine months ended September 30, 2022 to $43.5 million in the nine months ended September 30, 2023. and gross profit increased by $8.1 million from $14.1 million in the nine months ended September 30, 2022 to $22.2 million in the nine months ended September 30, 2023. Gross margin increased from 25.0% in the nine months ended September 30, 2022 to 31.5% in the nine months ended September 30, 2023. The increased cost of revenue was in line with increase in sales. The increase in gross margin was mainly due to significant decline in global container freight since mid-2022. Our freight costs dropped by approximately 50% in the nine months ended September 30, 2023 when compared with the same period in 2022.

Cost of revenue on Pontoon Boats increased by $2.9 million from $5.2 million in the nine months ended September 30, 2022 to $8.2 million in the nine months ended September 30, 2023, and gross profit increased by $0.4 million from $1.2 million in the nine months ended September 30, 2022 to $1.6 million in the nine months ended September 30, 2023. Gross profit margin decreased slightly from 19.2% in the nine months ended September 30, 2022 to 16.0% in the nine months ended September 30, 2023. The decrease in gross margin was mainly due to some old models being sold at reduced prices in the beginning of the period. We rented a new warehouse for the Massimo Marine line to support its growing business operation in May 2023, resulting in a higher overhead cost in the nine months ended September 30, 2023, compared to the same period in 2022.

Our selling expenses mainly include warranty expense, advertising and promotion expense, shipping and handling fee and merchant service fee. It increased by $1.1 million, or 21.0%, from $5.4 million in the nine months ended September 30, 2022 to $6.5 million in the nine months ended September 30, 2023, representing 8.7% and 8.8% of our total revenue for the nine months ended September 30, 2023 and 2022, respectively. The increase was mainly due to the increased warranty expense by $0.7 million or 82.6% from $0.8 million in the nine months ended September 30, 2022 to $1.5 million in the nine months ended September 30, 2023 as a result of increased sales. The increase in shipping and handling costs by $0.3 million or 13.3% from $2.8 million in the nine months ended September 30, 2022 to $3.1 million in the nine months ended September 30, 2023 is attributable to an increase in selling expense.

Our general and administrative expenses primarily include salaries and benefits, professional fee, office expenses, travel expenses, insurance expenses, and depreciation expenses. General and administrative expenses increased by $3.2 million, or 54.8%, from $5.8 million in the nine months ended September 30, 2022 to $9.0 million in the nine months ended September 30, 2023. The increase was mainly due to increased salaries and benefits and professional fees. Our general and administrative expenses represented 12.0% and 9.5% of our total revenue for the nine months ended September 30, 2023 and 2022, respectively.

Our salaries and benefits increased by $0.6 million or 23.5%, from $2.6 million in the nine months ended September 30, 2022 to $3.3 million in the nine months ended September 30, 2023, representing 36.1% and 45.2% of our total general and administrative expenses for the nine months ended September 30, 2023 and 2022, respectively. The significant increase was mainly due to the Company recruiting more employees for the assembly line to speed up production and fulfill increase in demand and to support the growth of business.

Our professional fee increased by $1.5 million or 188.7%, from $0.8 million in the nine months ended September 30, 2022 to $2.4 million in the nine months ended September 30, 2023, representing 26.1% and 14.0% of our total general and administrative expenses for the nine months ended September 30, 2023 and 2022, respectively. The increase was mainly due to legal fees arising from lawsuits.

Our interest expense increased by $0.1 million, from $0.4 million in the nine months ended September 30, 2022 to $0.5 million in the nine months ended September 30, 2023. The significant increase in interest expense was mainly due to an increase in the average interest rate of 8.3% in the nine months ended September 30, 2023 (the nine months ended September 30, 2022: 4.4%).

Our other income was $0.1 million in the nine months ended September 30, 2023, as compared with other income of $0.3 million in nine months ended September 30, 2022, decreased by $0.2 million, or 68.0%. The decrease was primarily due to lower insurance claims. We received income from insurance claims of $33,042 and $200,000 in the nine months ended September 30, 2023 and 2022, respectively.

We had income before income taxes of approximately $7.8 million and $4.1 million in the nine months ended September 30, 2023 and 2022, respectively. The increase was primarily attributable to the increase of revenue by $13.9 million and gross profit by $8.4 million, which was partly offset by increase of general and administrative expenses by approximately $3.2 million, as well as other expenses as discussed above.

The income tax expense was approximately $1.2 million for the nine months ended September 30, 2023. We had no provision for income taxes for the nine months ended September 30, 2022, as before the Reorganization, Massimo Motor Sports and Massimo Marine both elected to be taxed as an “S Corporation” under the provisions of the Internal Revenue Code and comparable state income tax law. As an S Corporation, Massimo Motor and Masson Marine are not subject to federal income tax and Texas state tax. Taxable income “passes through” to the personal tax returns of the owners. Therefore, no provision or liability for income taxes for Massimo Motor and Massimo Marine for the nine months ended September 30,2022.

We had net income of $6.6 million and $4.1 million in the nine months ended September 30, 2023 and 2022 respectively. The increase was primarily attributable to the increased revenues and gross as discussed above.

Three Months Ended September 30, 2023 Compared to Three Months Ended September 30, 2022

Revenues increased by $9.1 million, or 44.1%, to approximately $29.9 million in the three months ended September 30, 2023 from approximately $20.8 million in the three months ended September 30, 2022. The recovery of the electric bike and fishing boat markets was related to the reduction of impacts felt from the COVID-19 pandemic on manufacturing and the supply chain since 2022. The increase in demand and steady supply boost our revenue in three months in 2023 when compared with the same period in 2022.

Revenue from sales of UTVs, ATVs and electric bikes slightly increased by $8.5 million, or 45.7%, from $18.5 million in the three months ended September 30, 2022 to $27.0 million in the three months ended September 30, 2023. The increase in revenue was primarily due to higher sales volume and increased demand in the three months ended September 30, 2023 when compared with the same period last year. The decrease in sales return was attributable to an increase in revenue. Starting from 2023, we strategically reduced sales return rate by improving product quality and increasing customer satisfaction. We have enhanced our weekly tracking of warranty part demand to ensure timely customer service. Additionally, in 2023, we are gradually shifting sales from retailers with high return rates such as Costco, to others with lower return rates such as Tractor Supply Co.

Revenue from sales of Pontoon Boats increased by $0.7 million, or 30.7%, from $2.3 million in the three months ended September 30, 2022 to $3.0 million in the three months ended September 30, 2023. The increase in revenue was primarily attributable to strong demand in the Pontoon Boat market after the COVID-19 pandemic dissipated and stock supply returned to normal levels. In 2022, we had limited stock due to the shutdown of cities in China for two months, which affected our sales in the three months ended September 30, 2022.

Our gross profit increased by $5.2 million to $10.1 million in three months ended September 30, 2023 from $4.8 million in three months ended September 30, 2022. Gross profit margin was 33.6% in the three months ended September 30, 2023 as compared with 23.4% in three months ended September 30, 2022. The increase of 10.2% in the gross profit margin was primarily attributable to a decrease in sales return and drop in global container freight costs in the three months ended September 30, 2023 when compared to the same period last year.

Cost of revenue on UTVs, ATVs and electric bikes increased by $3.4 million from $14.1 million in the three months ended September 30, 2022 to $17.5 million in the three months ended September 30, 2023. Gross margin increased from 23.6% in the three months ended September 30, 2022 to 35.1% in the three months ended September 30, 2023. The increased cost of revenue aligned with an increase in revenue. The increase of gross margin was mainly due to combined effect of the decrease in sales returns and decrease in global container freight costs in the three months ended September 30, 2023 when compared to the same period last year.

Cost of revenue on Pontoon Boats increased by $0.6 million from $1.8 million in the three months ended September 30, 2022 to $2.4 million in the three months ended September 30, 2023, and gross profit slightly increased by $0.1 million from $0.5 million in in the three months ended September 30, 2022 to $0.6 million in the three months ended September 30, 2023. Gross profit margin decreased slightly from 21.0% in the three months ended September 30, 2022 to 20.4% in the three months ended September 30, 2023. The increase in gross profit was mainly due to an increase of sales in the three months ended September 30, 2023, and the decrease of gross margin in the three months ended September 30, 2023 is consistent with the same period in 2022.

Our selling expenses mainly include warranty expense, advertising and promotion expense, shipping and handling fee, and merchant service fee. It remained stable at $2.1 million in the three months ended September 30, 2023 and 2022, representing 7.0% and 10.1% of our total revenue for the three months ended September 30, 2023 and 2022, respectively.

Our general and administrative expenses primarily include salaries and benefits, professional fees, office expenses, travel expenses, insurance expenses, and depreciation expenses. General and administrative expenses increased by $0.5 million, or 25.1%, from $2.2 million in the three months ended September 30, 2022 to $2.7 million in the three months ended September 30, 2023. The increase was mainly due to increased salaries and benefits, professional fees and warranty expenses. Our general and administrative expenses represented 9.1% and 10.5% of our total revenue for the three months ended September 30, 2023 and 2022, respectively.

Our salaries and benefits increased by $0.2 million or 25.5%, from $0.9 million in three months ended September 30, 2022 to $1.1 million in the three months ended September 30, 2023, representing 41.6% and 41.4% of our total general and administrative expenses for the three months ended September 30, 2023 and 2022, respectively. The significant increase was mainly due to our Company hiring more employees to support the growth of our business.

Our professional fees increased by $0.4 million or 137.6%, from $0.3 million in the three months ended September 30, 2022 to $0.7 million in the three months ended September 30, 2023, representing 24.0% and 12.6% of our total general and administrative expenses for the three months ended September 30, 2023 and 2022, respectively. The increase was mainly due to legal fees and settlement fees arising from lawsuit cases.

Our interest expense increased by $51,474, from $162,427 in the three months ended September 30, 2022 to $213,901 in the three months ended September 30, 2023. The slight increase in interest expense was mainly due to increases in the average interest rate but with lower average loan principal in the three months ended September 30, 2023 when compared to the same period last year.

Our other income was $41,133 in the three months ended September 30, 2023, as compared with other income of $231,036 in the three months ended September 30, 2022, decreased by $189,903, or 82.2%. In the three months ended September 30, 2022, we had an insurance claim of $200,000 in the three months ended September 30, 2022 and recorded it as other income. We had no such income in the three months ended September 30, 2023.

We had income before income taxes of approximately $5.1 million and $0.6 million in the three months ended September 30, 2023 and 2022, respectively. The increase was primarily attributable to the increase of revenue, increase in gross profit, and the decrease in selling expense, as well as other expenses as discussed above.

The income tax expense was approximately $1.2 million for the three months ended September 30, 2023. We had no provision for income taxes for the three months ended September 30,2022, as before the Reorganization, Massimo Motor Sports and Massimo Marine both elected to be taxed as an “S Corporation” under the provisions of the Internal Revenue Code and comparable state income tax law. As an S Corporation, Massimo Motor and Massimo Marine are not subject to federal income tax and Texas state tax. Taxable income “passes through” to the personal tax returns of the owners. Therefore, no provision or liability for income taxes for Massimo Motor Sports and Massimo Marine for the three months ended September 30, 2022.

We had net income of $3.9 million and $0.6 million in the three months ended September 30, 2023 and 2022 respectively. The increase was primarily attributable to the significant increased revenues and gross profit, decreased selling expenses, as well as increased general and administrative expenses as discussed above.

The following table sets forth summary of our cash flows for the periods indicated:

Net cash provided by operating activities was approximately $5.8 million in the period ended September 30, 2023, compared to cash used in operating activities of approximately $2.2 million in the period ended September 30, 2022. The increase in net cash provided by operating activities was primarily attributable to the following factors:

Net cash used in investing activities was approximately $68,871 in the period ended September 30, 2023, compared to net cash used in investing activities of $185,234 in the period ended September 30, 2022. The decrease in net cash used in investing activities was primarily attributable to the reduced purchase of plant, property and equipment in the period ended September 30, 2023.

Net cash used in financing activities was approximately $5.5 million in the period ended September 30, 2023, compared to net cash provided by financing activities of approximately $1.7 million in the period ended September 30, 2022. The increase in net cash used in financing activities in the period ended September 30, 2023 was primarily attributable to repayment/withdrawal of shareholder advance by $3.9 million and repayment of bank loan of $1.6 million, compared to net proceeds from bank loan of $4.1 million which was partially offset by repayment of shareholder advance of $2.0 million in the period ended September 30, 2022.

The following table summarizes the results of our operations for the years ended December 31, 2022 and 2021, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such periods.

Revenues increased by $4.0 million, or 4.8%, to approximately $86.5 million in Fiscal 2022 from approximately $82.6 million in Fiscal 2021. The increase in revenue was principally due to an increase of sales of Pontoon Boats of $4.4 million in Fiscal 2022, offset by a decrease of sales of UTVs, ATVs and electric bikes of $0.5 million in Fiscal 2022. The reason for the decreased sales of UTVs and ATVs in 2022 is that the shut-down of cities in China from April to June significantly affected our suppliers. We were completely out of stock for 2 out of 12 months in 2022.

Revenue from sales of UTVs, ATVs and electric bikes slightly decreased by $0.5 million, or 0.6%, from $78.5 million in Fiscal 2021 to $78.0 million in Fiscal 2022. The reason for the decreased sales of UTVs and ATVs in 2022 is that the shut-down of cities in China from April to June due to COVID-19 pandemic significantly affected our suppliers. We were completely out of stock for 2 months out of 12 months in 2022. However, we increased the unit selling prices for majority of our products as a result of the supply chain issues we tried and to be consistent with the average trend in the market.

Revenue from sales of Pontoon Boats increased by $4.4 million, or 109.6%, from $4.1 million in Fiscal 2021 to $8.5 million in Fiscal 2022. We started this sale stream from year 2020 and significantly sales occurred in Fiscal 2021. However, due to the supply chain crisis during COVID-19 pandemic, the production of Pontoon Boats was delayed due to slow shipping and delivery schedule in the year 2021. The production resumed to a normal status in Fiscal 2022, as we ordered and shipped our parts from China in advance to prepare the seasonal sales for summer 2022 and limited the negative impact of the “shut-down period” in China to a minimum. Additionally, we devoted more resources to promote this sales stream, evidenced by increased advertising expense in Fiscal 2022. As a result, the revenue generated from lounge Pontoon Boats increased significantly in Fiscal 2022.

Our gross profit increased by $5.2 million, or 30.3%, to $22.2 million in Fiscal 2022 from $17.0 million in Fiscal 2021. Gross profit margin was 25.7% in Fiscal 2022, as compared with 20.6% in Fiscal 2021. The increase of 5.1% in the gross profit margin was primarily attributable to higher selling price due to higher market demand, as well as the lower cost of sales due to and lower costs of raw materials in Fiscal 2022 as compared to Fiscal 2021.

Cost of revenue on UTVs, ATVs and electric bikes decreased by $4.8 million from $62.3 million in Fiscal 2021 to $57.4 million in Fiscal 2022. Gross margin increased from 20.7% in Fiscal 2021 to 26.4% in Fiscal 2022. The decreased cost of revenue and increase of gross margin were mainly due to combined effect of decreased costs on raw materials from the vendors and increased average sales price. The Company doubled its sales on UTVs, ATVs, and electric bikes in year 2021 from year 2020, and it has more bargain powers to get more volume discount when it negotiate the purchase agreements with its major vendors for the next year’s orders. Also, the average sale price increased in year 2022 as a result of the supply chain issues we tried and to be consistent with the average trend in the market.

Cost of revenue on Pontoon Boats increased by $3.6 million from $3.2 million in Fiscal 2021 to $6.8 million in Fiscal 2022, and gross profit increased by $0.8 million from $0.8 million in Fiscal 2021 to $1.6 million in Fiscal 2022. Gross profit margin decreased slightly from 20.1% in Fiscal 2021 to 19.0% in Fiscal 2022. The increase in gross profit was mainly due to significant increase of sales in Fiscal 2022, and the decrease of gross margin is mainly due to higher direct labor costs, and higher overhead cost allocated to Marine line, consistent with higher sales in Fiscal 2022, compared to Fiscal 2021.

Our selling expenses mainly include warranty expense, advertising and promotion expense, shipping and handling fee and merchant service fee. It increased by $2.6 million, or 42.2%, from $6.1 million in Fiscal 2021 to $8.7 million in Fiscal 2022, representing 10.0% and 7.4% of our total revenue for Fiscal 2022 and Fiscal 2021, respectively. The increase was mainly due to the increased advertising and promotion expense by $1.0 million or 134.7% from $0.8 million in Fiscal 2021 to $1.8 million in Fiscal 2022. Additionally, increase in merchant service fee by $0.7 million to $1.3 million in Fiscal 2022, as compared with $0.6 million, is another factor of rising selling expense. Increased shipping and handling fee as a result of increased sales also contributed to the increase in selling expense. Approximately $1.4 million in warranty expenses were recognized for Fiscal 2022, increased by $0.6 million from $0.8 million in Fiscal 2021.

Our general and administrative expenses primarily include salaries and benefits, professional fee, office expenses, travel expenses, insurance expenses, and depreciation expenses. General and administrative expenses increased by $2.3 million, or 35.8%, from $6.6 million in Fiscal 2021 to $8.9 million in Fiscal 2022. The increase was mainly due to increased salaries and benefits, professional fee and warranty expense. Our general and administrative expenses represented 10.3% and 8.0% of our total revenue for Fiscal 2022 and Fiscal 2021, respectively.

Our salaries and benefits increased by $1.2 million or 40.6%, from $2.8 million in Fiscal 2021 to $4.0 million in Fiscal 2022, representing 44.7% and 43.2% of our total general and administrative expenses for Fiscal 2022 and 2021, respectively. The significant increase was mainly due to the Company hiring more employees to support the growth of business.

Our professional fee increased by $0.7 million or 92.2%, from $0.8 million in Fiscal 2021 to $1.5 million in Fiscal 2022, representing 16.2% and 11.4% of our total general and administrative expenses for Fiscal 2022 and 2021, respectively. The increase was mainly due to legal fees and settlement fees arising from lawsuits.

Our interest expense increased by $0.4 million, from $0.4 million in Fiscal 2021 to $0.8 million in Fiscal 2022. The significant increase in interest expense was mainly due to combined effect of increased averaged loan principal of $6.9 million in Fiscal 2022 compared to $3.7 million in 2021 and average interest rate of 5.06% in Fiscal 2022 compared to 3.5% in 2021.

Our other income was $0.4 million in Fiscal 2022, as compared with other income of $0.8 million in Fiscal 2021, decreased by $415,355, or 51.9%. In Fiscal 2021, we had the Paycheck Protection Program loan forgiveness of $714,613 and recorded it as other income. While, in Fiscal 2022, we recorded an insurance claim of $200,000 as other income.

We had income before income taxes of approximately $4.2 million in Fiscal 2022, as compared to income before income taxes of approximately $4.7 million in Fiscal 2021. The decrease was primarily attributable to the increase of selling expenses by $2.6 million and increase of general and administrative expenses by approximately $2.3 million, as well as other expenses as discussed above.

Before the Reorganization, Massimo Motor Sports and Massimo Marine both elected to be taxed as an “S Corporation” under the provisions of the Internal Revenue Code and comparable state income tax law. As an S Corporation, Massimo Motor Sports and Masson Marine are not subject to federal income tax and Texas state tax. Taxable income “passes through” to the personal tax returns of the owners. Therefore, no provision or liability for income taxes for Massimo Motor Sports and Massimo Marine as of December 31, 2022 and 2021.

Had the Company been taxed as a C Corporation and paid U.S. federal income tax for the years ended December 31, 2022 and 2021, the Company combined statutory income tax rate would have been 21% in each period, representing a U.S. federal income tax rate of 21.0% and no state tax for Texas. Had the Company been subject to U.S. federal income tax during these periods, on a pro forma basis, the provision for combined federal and state income tax would have been $873,939 and $990,927, respectively, for the years ended December 31, 2022 and 2021. As a result of the foregoing factors, the Company’s pro forma net income (after U.S. federal and state income tax) for the years ended December 31, 2022 and December 31, 2021 would have been $3,287,674 and $3,727,774, respectively.

We had net income of $4,161,613 and $4,718,701 for Fiscal 2022 and Fiscal 2021 respectively. The decrease was primarily attributable to the increased revenues and gross profit, increased selling expenses, as well as increased general and administrative expenses as discussed above.

The following table sets forth summary of our cash flows for the years indicated:

Net cash provided by operating activities was approximately $0.6 million in Fiscal 2022, compared to cash used in operating activities of approximately $1.3 million in Fiscal 2021. The increase in net cash provided by operating activities was primarily attributable to the following factors:

Net cash used in investing activities was approximately $0.2 million in Fiscal 2022, compared to net cash used in investing activities of $0.24 million in Fiscal 2021. The decrease in net cash used in investing activities was primarily attributable to the reduced purchase of plant, property and equipment in Fiscal 2022.

Net cash used in financing activities was approximately $0.8 million in Fiscal 2022, compared to net cash provided by financing activities of approximately $2.5 million in Fiscal 2021. The increase in net cash used in financing activities in Fiscal 2022 was primarily attributable to repayment/withdrawal of shareholder advance by $2.5 million, which was offset by proceeds from bank loan of $1.6 million in Fiscal 2022, compared to proceeds from bank loan of $4 million which is offset by repayment of related party loan of $1.0 million, repayment of shareholder advance of $0.05 million and repayment of other loan of $0.4 million in Fiscal 2021.

The general objectives of our capital management strategy reside in the preservation of our capacity to continue operating, in providing benefits to our stakeholders and in providing an adequate return on investment to our shareholders by selling our products at a price commensurate with the level of operating risk assumed by us.

We thus determine the total amount of capital required consistent with risk levels. This capital structure is adjusted on a timely basis depending on changes in the economic environment and risks of the underlying assets. We are not subject to any externally imposed capital requirements.

As of September 30, 2023, we had cash of approximately $1.2 million. Our current assets were approximately $37.1 million, including approximately $8.2 million accounts receivable, approximately $23.8 million inventory, approximately $3.1 million advance to suppliers and approximately $0.9 million prepayment and other receivables, and our current liabilities were approximately $29.3 million, including a line of credit from MidFirst Bank of $4.0 million, $10.8 million accounts payable to supplies, $1.2 million advances from customers, and $1.1 million liabilities from obligations under operating and financing leases, which resulted in a positive working capital of $7.8 million. The shareholder withdrew approximately $2.2 million from the Company as the capital dividend as the Company was an “S Corporation” before the Reorganization.

As of December 31, 2022, we had cash of approximately $0.9 million. Our current assets were approximately $34.6 million, including approximately $6.8 million accounts receivable, approximately $23.8 million inventory, approximately $3.0 million advance to suppliers and approximately $0.01 million other current assets, and our current liabilities were approximately $31.1 million, including a line of credit from MidFirst Bank of $5.6 million, $11.1 million accounts payable to supplies, $0.7 million advances from customers, and $0.8 million liabilities from obligations under operating and financing leases, which resulted in a positive working capital of $3.5 million. The shareholder withdrew approximately $2.5 million from the Company as the cash dividend as the Company was an S Corporation before the Reorganization.

Our primary source of cash is currently generated from our business and bank borrowings. In the coming years, we will be looking to other sources, such as raising additional capital by issuing shares of stock, to meet our cash needs. While facing uncertainties regarding the size and timing of capital raise, we are confident that we can continue to meet operational needs solely by utilizing cash flows generated from our operating activities.

As of September 30, 2023 and December 31, 2022, the details of all bank loans are as follows:

On January 15, 2021, the Company’s subsidiary Massimo Motor Sports obtained a line of credit from MidFirst Bank, pursuant to which the Company has the availability to borrow a maximum $4.0 million out of this line of credit for two years at the U.S. prime rate + 0.25%. On August 15. 2021, this line of credit was increased to allow the Company to access a total of $7.4 million and the maturity date was extended to July 15, 2023. On April 18, 2022, this line of credit was further increased to $10.0 million, and maturity date is July 15, 2023. On June 15, 2023, the maturity date was extended to October 15, 2023. Subsequent to the period ended September 30, 2023, the maturity date was extended to January 13, 2024.

This line of credit is also personally guaranteed by Mr. David Shan, the Controlling Shareholder, and Miller Creek Holdings LLC, a related party controlled by Mr. David Shan. This line of credit is pledged by the Company’s accounts receivable and inventories.

Interest expenses for the above-mentioned bank loan amounted to $111,158 and $331,651 for the three and nine months ended September 30, 2023, respectively. Interest expenses for the above-mentioned bank loan amounted to $113,695 and $220,947 for the three and nine months ended September 30, 2022, respectively.

Interest expenses for the above-mentioned bank loan amounted to $368,990 and $130,015 for the years ended December 31, 2022 and 2021, respectively.

Our capital expenditures consist primarily of expenditures for the purchase of fixed assets and equipment leases as a result of our business growth. Our capital expenditures amounted to approximately $68,871 and $185,324 the period ended September 30, 2023 and 2022, respectively. Our capital expenditures amounted to approximately $197,802 and $240,472 for Fiscal 2022 and 2021, respectively.

As of September 30, 2023, the Company’s contractual obligations consist of the following:

As of December 31, 2022, our contractual obligations consisted of the following:

There were no off-balance sheet arrangements for the period ended September 30, 2023 and years ended December 31, 2022 and 2021, that have, or that in the opinion of management are likely to have, a current or future material effect on our financial condition or results of operations.

The Audit Committee of our Board of Directors must approve all related party transactions. All related party transactions will be made or entered into on terms that are no less favorable to us than can be obtained from unaffiliated third parties.

On June 1, 2023, the Company entered into two agreements with ATIFUS. Pursuant to these agreements, ATIFUS agreed to investment of $1.0 million to Massimo Motor Sports and $1.0 million to Massimo Marine to exchange 15% of the outstanding shares common stock of Massimo Motor Sports and Massino Marine, respectively. ATIFUS contributed the additional paid-in capital of $361,841 and $981,841 to the Company for the three months and nine months period ended September 30, 2023. respectively. Pursuant to both agreements, Mr. David Shan shall maintain his sole authority to act on behalf of the Company and any decisions to be made by and among any members of the Company shall be made by majority vote.

On June 1, 2023, the Company completed its Reorganization. After the Reorganization, the Massimo Motor Sports and Massimo Marine are 100% owned subsidiaries of Massimo Group, and Mr. David Shan and ATIFUS owns 85% (34,000,000 shares) and 15% (6,000,000 shares) of equity interest in Massimo Group, respectively.

On June 1, 2023, the Reorganization was complete and effectuated. All share information included in the consolidated financial statements and notes thereto have been retroactively adjusted for the Reorganization as if the changes occurred on the first day of the first period presented.

	Per Share		Total
Public offering price	$	4.50	$	5,850,000
Discounts and commissions to Underwriters	$	0.3375	$	438,750
Proceeds to us, before expenses	$	4.1625	$	5,411,250

“ASC”		Accounting Standards Codification.
“ASC 260”		ASC titled “Earnings per Share.”
“ASC 606”		Refers to an accounting standard which directs entities to recognize revenue when the promised goods or services are transferred to the customer.
“ASUs”		Accounting Standards Updates.
“ASU 2016-13”		ASU titled “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.”
“ASU 2019-12”		ASU titled “Income Taxes” (Topic 740): Simplifying the Accounting for Income Taxes.”
“ASU 2021-08”		ASU titled “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.”
“ATIFUS”		Asian International Securities Exchange Co., Ltd.
“ATVs”		All-Terrain Vehicles.
“BRP”		Bombardier Recreational Products.
“China” or the “PRC”		The People’s Republic of China, excluding Taiwan and the special administrative regions of Hong Kong and Macau for the purposes of this prospectus only.
“Code”		The Internal Revenue Code.
“common stock”		Common stock, par value $0.001 per share, of Massimo Group.
“Controlling Shareholder”		Mr. David Shan.
“Court”		Second Judicial District Court of Washoe County of the State of Nevada.
“COVID-19”		Coronavirus Disease.
“EPS”		Earnings per share.
“Exchange Act”		Securities and Exchange Act of 1934, as amended.
“FATCA”		Foreign Account Tax Compliance Act.
“FDIC”		Federal Deposit Insurance Corporation.
“FDIC Insurance”		A U.S. federal insurance system which protects depositors of insured banks located in the United States against the loss of their deposits if an insured bank fails.
“FINRA”		Financial Industry Regulatory Authority, Inc.
“Fiscal 2021”		The 12 months ended December 31, 2021.
“Fiscal 2022”		The 12 months ended December 31, 2022.
“FSCSC”		Food Safety Certification for Specialty Crops.
“IRS”		U.S. Internal Revenue Service.
“IT”		Information technology.
“JOBS Act”		A U.S. federal law which allows companies to access funding in ways that were not allowed before due to securities regulations.
“Linhai Powersports”		Linhai Powersports USA Corporation.
“Massimo Motor Sports”		Massimo Motor Sports LLC.
“Massimo Marine”		Massimo Marine LLC.
“Mercury Marine”		Mercury Marine, a division of Brunswick corporation.
“Mid-Tier Band”		The mid-tier band of the Powersports Vehicles and Boats Industry, which our management considers to be those manufacturers that produce a wide range of products that cater to customer needs but do not yet have the international operations and market share of the Top-Tier Band of the Powersports Vehicles and Boats Industry.
“Nasdaq”		The Nasdaq Capital Market.
“net proceeds”		What we expect to receive after deducting the underwriting discount and commission and estimated offering expenses payable by us.
“NRS”		Nevada Revised Statues.
“Overallotment Option”		A 45-day option granted to the underwriters to purchase up to an additional 195,000 shares of our common stock at the initial public offering price to cover over-allotments, if any.
“Pontoon Boats”		Pontoon and tritoon boats.
“Powersports Vehicles and Boat Industry”		The powersports vehicles and boats industry in the United States, which comprises the ATV, UTV, and the Pontoon Boat subsectors.
“R&D”		Research and development.
“Reorganization”		An internal reorganization whereby (i) ATIFUS entered into two separate contribution agreements with Massimo Marine and Massimo Motor Sports respectively, whereby ATIFUS contributed $1,000,000 to Massimo Marine and $1,000,000 to Massimo Motor Sports in exchange for fifteen percent (15%) of membership interests in both entities, and (ii) simultaneously, on the same date, Mr. David Shan and ATIFUS contributed their membership interests in Massimo Marine and Massimo Motor Sports, which was eighty-five percent (85%) and fifteen percent (15%) respectively, to Massimo Group in exchange for common stock of Massimo Group, the end result being that Mr. David Shan and ATIFUS own eighty-five percent (85%) and fifteen percent (15%) of Massimo Group.
“Representative”		Craft Capital Management, LLC as the representative of the Underwriters in this offering.
“RMB” or “Chinese Yuan”		Legal currency of China.
“SEC”		The United States Securities and Exchange Commission.
“Securities Act”		The Securities Act of 1933, as amended.
“SOE”		A legal entity that is established by the Chinese government to participate in commercial activities on the government’s behalf.
“SSI”		Statistical Surveys Inc.
“Tail Financing”		Any public or private offering or other financing or capital-raising transaction of any kind.
“Top-Tier Band”		The top-tier band of the Powersports Vehicles and Boats Industry, which our management consider to include companies such as Polaris, Bombardier Recreational Products (BRP), Arctic Cat, Honda and Yamaha with international operations and large market shares.
“Underwriters”		Craft Capital Management, LLC and R.F. Lafferty & Co., Inc..
“Underwriting Agreement”		An underwriting agreement with the Representative.
“underwriting discount”		The offering price set forth on the cover page of this prospectus and to dealers at those prices less the fee/commission paid to the Underwriters equivalent to seven point five percent (7.5%) of the gross proceeds of this offering.
“USDA”		U.S Department of Agriculture.
“U.S. GAAP”		The generally accepted accounting principles of the United States.
“US”, “U.S.” or “USA”		The United States.
“US$,” “U.S. dollars,” “$,” and “dollars”		Legal currency of the United States.
“UTVs”		Utility-Terrain Vehicles.

Use of Net Proceeds	$ (in millions)*		%
Business expansion		428,962		15	%
Technological innovation		285,975		10	%
Enhancing warehousing and distribution capacities		571,950		20	%
Recruitment of talent personnel		142,988		5	%
General working capital		1,429,875		50	%
Total		2,859,750		100	%

	For the nine months ended September 30, 2023						For the nine months ended September 30, 2022
Category	Cost of revenue		Gross profit		Gross profit %		Cost of revenue		Gross profit		Gross profit %		Variance in Cost of revenue		Variance in gross profit		Variance in gross profit %

UTVs, ATVs and electric bikes	$	43,547,341	$	22,218,236		33.8	$	40,975,052	$	14,140,167		25.7	$	2,572,289	$	8,078,069		8.1
Pontoon, tritoon and fishing boats		8,159,341		1,558,893		16.0		5,220,040		1,237,418		19.2		2,939,301		321,475		(3.2	)
Total	$	51,706,682	$	23,777,129		31.5	$	46,195,092	$	15,377,585		25.0	$	5,511,590	$	8,399,544		6.5

	For the three months ended September 30,
	2023					2022
Revenue category	Revenue		% of total Revenue			Revenue		% of total Revenue			Amount Increase (Decrease)		Percentage Increase (Decrease)

UTVs, ATVs and electric bikes	$	26,953,580		90.1	%	$	18,499,983		89.1	%	$	8,453,597		45.7	%
Pontoon, tritoon and fishing boats		2,954,117		9.9	%		2,259,701		10.9	%		694,416		30.7	%
Total	$	29,907,697		100.0	%	$	20,759,684		100.0	%	$	9,148,013		44.1	%

PROSPECTUS		Filed Pursuant to Rule 424(b)(4)
		File No. 333-276095

	Page
Prospectus Summary	1
Risk Factors	14
Cautionary Note Regarding Forward-Looking Statements	37
Use of Proceeds	38
Dividend Policy	39
Capitalization	40
Dilution	41
Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Business	62
Management	79
Executive Compensation	85
Principal Stockholders	89
Certain Relationships and Related Party Transactions	90
Description of Capital Stock	92
Shares Eligible For Future Sale	94
Material U.S. Federal Tax Considerations	96
Underwriting	99
Experts	110
Legal Matters	110
Where You Can Find More Information	110
Index to Financial Statements	F-1

	●	decreased demand for products that we offer for sale;
	●	injury to our reputation;
	●	costs to defend the related litigation;
	●	a diversion of management’s time and resources;
	●	substantial monetary awards to trial participants or customers; and
	●	product recalls, withdrawals or labeling, marketing or promotional restrictions.

	●	actual or anticipated fluctuations in our quarterly or annual operating results;
	●	publication of research reports by securities analysts about us or our competitors or our industry;
	●	the public’s reaction to our press releases, our other public announcements and our filings with the Securities and Exchange Commission (“SEC”);
	●	our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;
	●	additions and departures of key personnel;

	●	strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;
	●	the passage of legislation or other regulatory developments affecting us or our industry;
	●	speculation in the press or investment community;
	●	changes in accounting principles;
	●	terrorist acts, acts of war or periods of widespread civil unrest;
	●	natural disasters and other calamities; and
	●	changes in general market and economic conditions.

	●	labor availability and costs for hourly and management personnel;
	●	changes in interest rates;
	●	macroeconomic conditions, both nationally and locally;
	●	changes in consumer preferences and competitive conditions;
	●	expansion to new markets;
	●	increases in infrastructure costs; and
	●	in commodity prices.

	●	a limited availability of market quotations for our securities;
	●	reduced liquidity with respect to our securities;
	●	a determination that our shares of common stock are “penny stock” which will require brokers trading in our shares of common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares of common stock;
	●	a limited amount of news and analyst coverage for our company; and
	●	a decreased ability to issue additional securities or obtain additional financing in the future.

	●	changes in the valuation of our deferred tax assets and liabilities;
	●	expected timing and amount of the release of any tax valuation allowances;
	●	tax effects of stock-based compensation;
	●	costs related to intercompany restructurings;
	●	changes in tax laws, regulations or interpretations thereof; or
	●	lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

	●	not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;
	●	taking advantage of an extension of time to comply with new or revised financial accounting standards;
	●	reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and
	●	exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

	●	provide that vacancies on our Board of Directors, including newly created directorships, may be filled only by a majority vote of directors then in office;
	●	provide that special meetings of stockholders may only be called by our Chairman and/or President, our Board of Directors or a super-majority (66 or 2/3%) of our stockholders;
	●	place restrictive requirements (including advance notification of stockholder nominations and proposals) on how special meetings of stockholders may be called by our stockholders;
	●	not provide stockholders with the ability to cumulate their votes; and provide that only a super-majority of our stockholders (66 or 2/3%) may amend our amended and restated bylaws.

	●	approximately 15% for the marketing and promotion of our branded products to expand our business;
	●	approximately 10% for R&D activities, which include our efforts to develop new products and new EV-related technology;
	●	approximately 20% to establish assembly/distribution operations in other parts of the United States;
	●	approximately 5% for the recruitment of talent personnel; and
	●	the balance of approximately 50%, together with any proceeds from the over-allotment option, for general administration and working capital.

	●	on an actual basis; and

	●	on a pro forma as adjusted basis to additionally give effect to the sale of shares of our common stock in this offering, assuming an initial public offering price of $4.50 per share (the mid-point of the price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	As of September 30, 2023
	Actual			As Adjusted
	($ in thousands)
Equity:
Shares of common stock, $0.001 par value, 100,000,000 shares authorized, 40,000,000 shares of common stock outstanding on an actual basis; and 41,300,000 shares of common stock outstanding as adjusted	$	40,000		$	41,300
Subscription receivable		(1,052,159	)		(1,052,159	)
Additional paid-in-capital		1,994,000			4,852,450
Retained earnings		9,450,576			9,450,576
Total shareholders’ equity	$	10,432,417		$	13,292,167
Total capitalization	$	10,432,417		$	13,379,765

Assumed initial public offering price per share			$	4.50
Increase in net tangible book value per share attributable to new investors	$	0.06
Adjusted net tangible book value per share as of September 30, 2023, after giving effect to this offering	$	0.32
Dilution per share to new investors in this offering			$	4.18

	●	Risk related to overseas freights fluctuation – The inflation rate and supply chain crisis experienced in 2021 and 2022 led to a significant increase in overseas freight costs. However, by September 30, 2023, there was a notable easing in both inflation and freight costs, reflecting an improvement in economic conditions and a stabilization in the supply chain.

	●	Risk related to inflation – In recent years, our China-based suppliers have increased the cost of their products due to inflation.

	For the nine months ended September 30,
	2023						2022
	Amount			As % of Sales			Amount			As % of Sales			Amount Increase (Decrease)			Percentage Increase (Decrease)

Sales	$	75,483,811			100.0	%	$	61,572,677			100.0	%	$	13,911,134			22.6	%
Cost of sales		51,706,682			68.5	%		46,195,092			75.0	%		5,511,590			11.9	%
Gross profit		23,777,129			31.5	%		15,377,585			25.0	%		8,399,544			54.6	%
Operating expenses
Selling expenses		6,541,244			8.7	%		5,405,908			8.8	%		1,135,336			21.0	%
General and administrative expenses		9,038,488			12.0	%		5,839,633			9.5	%		3,198,855			54.8	%
Total operating expenses		15,579,732			20.6	%		11,245,541			18.3	%		4,334,191			38.5	%
Income from operations		8,197,397			10.9	%		4,132,044			6.7	%		4,065,353			98.4	%
Other income (expenses)
Other income, net		113,001			0.1	%		353,104			0.6	%		(240,103	)		(68.0	)%
Interest expense		(494,011	)		(0.7	)%		(378,235	)		(0.6	)%		(115,776	)		30.6	%
Total other income/(expenses)		(381,010	)		(0.5	)%		(25,131	)		-			(355,879	)		1,416.1	%
Income before income taxes		7,816,387			10.4	%		4,106,913			6.7	%		3,709,474			90.3	%
Provision for income taxes		1,236,551			1.6	%		-			-			1,236,551			N/A
Net income	$	6,579,836			8.7	%		4,106,913			6.7	%		2,472,923			60.2	%

	Period Ended September 30,
	2023			2022
Net cash provided by (used in) by operating activities	$	5,778,608		$	(2,242,743	)
Net cash used in investing activities		(68,871	)		(185,234	)
Net cash provided by (used in) financing activities		(5,499,666	)		1,665,495
Net (decreased) increase in cash		210,071			(762,482	)
Cash, beginning of the period		947,971			1,288,854
Cash, end of the period	$	1,158,042		$	526,372

	●	Net income of approximately $6.6 million in the period ended September 30, 2023, compared to net income of approximately $4.1 million in the period ended September 30, 2022.

	●	Sales return liabilities decreased by approximately $0.3 million in the period ended September 30, 2023, compared with a decrease of approximately $0.2 million in the period ended September 30, 2022.

	●	Accounts receivable increased by approximately $1.6 million in the period ended September 30, 2023, compared to an increased by approximately $1.0 million in the period ended September 30, 2022.

	●	Inventory increased by approximately $0.04 million in the period ended September 30, 2023, compared to a increased by approximately $7.8 million in the period ended September 30, 2022.

	●	Prepayment, deposit and other receivable decreased by approximately $0.8 million in the period ended September 30, 2023, compared to decreased by approximately $0.1 million in the period ended September 30, 2022.

	●	Account payable increased by approximately $0.4 million in the period ended September 30, 2023, compared to decreased by approximately $2.7 million in the period ended September 30, 2022.

	●	The decrease of advances from customers by approximately $0.5 million in the period ended September 30, 2023, compared to an increase of approximately $0.3 million in the period ended September 30, 2022.

	For the Years Ended December 31,
	2022						2021
	Amount			As % of Sales			Amount			As % of Sales			Amount Increase (Decrease)			Percentage Increase (Decrease)

Sales	$	86,527,534			100.0	%	$	82,567,816			100.0	%	$	3,959,718			4.8	%
Cost of sales		64,323,858			74.3	%		65,526,818			79.4	%		(1,202,960	)		(1.8	)%
Gross profit		22,203,676			25.7	%		17,040,998			20.6	%		5,162,678			30.3	%
Operating expenses
Selling expenses		8,670,176			10.0	%		6,095,479			7.4	%		2,574,697			42.2	%
General and administrative expenses		8,928,493			10.3	%		6,572,729			8.0	%		2,355,764			35.8	%
Total operating expenses		17,598,669			20.3	%		12,668,208			15.3	%		4,930,461			38.9	%
Income from operations		4,605,007			5.3	%		4,372,790			5.3	%		232,217			5.3	%
Other income (expenses)
Other income, net		384,622			0.4	%		799,977			1.0	%		(415,355	)		(51.9	)%
Interest expense		(828,016	)		(1.0	)%		(454,066	)		(0.5	)%		(373,950	)		82.4	%
Total other income/(expenses)		(443,394	)		(0.5	)%		345,911			0.4	%		(789,305	)		(228.2	)%
Income before income taxes		4,161,613			4.8	%		4,718,701			5.7	%		(557,088	)		(11.8	)%
Provision for income taxes		-			-			-			-			-			N/A
Net income	$	4,161,613			4.8	%		4,718,701			5.7	%		(557,088	)		(11.8	)%

	For the Year Ended December 31,
	2022					2021
Revenue category	Revenue		% of total Revenue			Revenue		% of total Revenue			Amount Increase (Decrease)			Percentage Increase (Decrease)

UTVs, ATVs and electric bikes	$	78,024,831		90.2	%	$	78,511,009		95.1	%	$	(486,178	)		(0.6	)%
Pontoon Boats		8,502,703		9.8	%		4,056,807		4.9	%		4,445,896			109.6	%
Total	$	86,527,534		100.0	%	$	82,567,816		100.0	%	$	3,959,718			4.8	%

	For the year ended December 31, 2022							For the year ended December 31, 2021
Category	Cost of revenue		Gross profit		Gross profit %			Cost of revenue		Gross profit		Gross profit %			Variance in Cost of revenue			Variance in gross profit		Variance in gross profit %

UTVs, ATVs and electric bikes	$	57,437,705	$	20,587,126		26.4	%	$	62,286,168	$	16,224,841		20.7	%	$	(4,848,463	)	$	4,362,285		5.7	%
Pontoon Boats		6,886,153		1,616,550		19.0	%		3,240,650		816,157		20.1	%		3,645,503			800,393		(1.1	)%
Total	$	64,323,858	$	22,203,676		25.7	%	$	65,526,818	$	17,040,998		20.6	%	$	(1,202,960	)	$	5,162,678		5.1	%

	●	Sales return liabilities decreased by approximately $1.0 million in Fiscal 2022, compared with a decrease of approximately $0.8 million in Fiscal 2021.

	●	Accounts receivable increased by approximately $1.1 million in Fiscal 2022, compared to a decrease by approximately $3.4 million in Fiscal 2021.

	●	Inventory decreased by approximately $1.4 million in Fiscal 2022, compared to a decrease by approximately $0.2 million in Fiscal 2021.

	●	Account payable decreased by approximately $1.2 million in Fiscal 2022, compared to a decrease by approximately $2.3 million in Fiscal 2021.

	●	The decrease of advances from customers from Fiscal 2021 by approximately $0.6 million in Fiscal 2022, compared to an increase of approximately $0.3 million in Fiscal 2021.

	September 30,		December 31,
	2023		2022

MidFirst Bank	$	4,000,000	$	5,600,000

Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Lease commitment	$	2,074,894		1,171,094		891,474		12,326	$	-
Repayment of bank loan		4,000,000		4,000,000		-		-		-
Total	$	6,074,894		5,171,094		891,474		12,326	$	-

Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Lease commitment	$	1,572,890		855,314		680,642		36,934	$	–
Repayment of bank loan		5,600,000		5,600,000				-		–
Total	$	7,172,890		6,455,314		680,642		36,934	$	–