NYSE: TOPP

Currently, our business is broadly categorized
into four verticals, by commodity type and the direction of trade as follows:

●
Waste Paper Products.
Waste paper products have been our core commodity of export transportation. As a word-of-mouth shipper of choice, we have established
a significant market presence in the New Jersey and Pennsylvania region’s recycled paper export transport industry. For the
years ended December 31, 2025 and 2024, we completed approximately 4,152 and 2,576 orders, involving 13,232 and 16,641 loads, which
amounted to approximately 496,200 and 465,948 tons of waste paper, respectively. We use Number of Loads Completed, or NLC, as a key
performance indicator. For more information, see “Management’s Discussion and Analysis of Financial Condition and
Results of Operations—Other Performance Indicator” on page 43.

●
Waste Metal and Forestry.
We expanded into scrap metal and wood products export markets to diversify our offerings and supply our growing fleet. Serving additional
commodities allows us to keep a strong pipeline of loads for independent contractor drivers to deliver and mitigate risks against
commodity price fluctuations that affect demand for export.

●
Import. We
hold a minority market share in the import delivery sector for ports of Newark, NJ and Philadelphia, PA, picking up containers from
ships and dropping at client locations.

●
Others. From
time to time, we offer trucking services for plastic and other commodities and provide logistics brokerage solutions servicing the
major ports in California, Georgia, South Carolina, Texas and Illinois, as well as commercial rail lines.

We pride ourselves on being an economically viable,
socially responsible and environmentally friendly enterprise. We contribute to a sustainable society through our initiatives to reduce
costs and enhance recycling logistics efficiency. Our competitive prices, capability to deliver large amounts on time and fast response
ability have enabled us to solidify our partnerships with clients year over year. The number of our clients has grown from 10 in 2016
to 206 in 2025 at a 9 year CAGR of approximately 40%.

1

Recent Operational Developments

We have recently expanded our operations by securing
additional clients, introducing new service offerings, growing partnerships with existing clients and entering new geographic markets:

●
Import Drayage Expansion: Secured
a new partnership with a New Jersey freight broker, managing 200+ monthly import loads with potential fourfold growth, improving
operational efficiency, which has generated $983,515 in additional revenue in 2025.

●
Latin America Market Expansion: Expanded
operations in Ensenada, Mexico, through a new trucking partnership, enhancing non-ferrous metal exports and strengthening global
trade connections.

●
Refrigerated Logistics Growth: Launched
cold-chain logistics services, managing refrigerated containers at major ports to diversify service offerings, stabilize revenue,
and capitalize on a high-growth market.

●
Recycling & Waste Management Expansion:
Secured a new partnership with Casella Waste Systems (“Casella”), an industry leader in resource renewal and sustainability,
to support Casella’s Springfield, Massachusetts facility; and increased service capacity to the Newark ports.

●

Vietnam Freight Operations: Expanded
import logistics through a new partnership with a premier Vietnamese freight company, which optimized fleet utilization.

●
Houston Expansion: In February of 2026, operations started in the Houston Port in Texas for import and export orders with
current clients. This added port is expected to continue growth in all commodities and act as a strategic location to enter domestic
rail.

Competitive Strengths

We believe the following competitive strengths
are essential to our success and differentiate us from our competitors:

●
A Large Vendor Pool
with Approximately 100 Trucks. Our truck owner-operators and other independent contractor are our bloodline. The core
belief in “culture drives success” has helped us grow the fleet to approximately 100 trucks. We provide a high level
of care and support to our vendors. We help independent contractor drivers create a timeline to transition to owner-operators and
we assist our owner-operators in expanding their own fleets of trucks with driver recruitment assistance, business management training
and retention tactics adoption. With a large fleet, we are able to meet our customers’ transport needs with first-to-final-mile-delivery
capabilities, avoid delays or cancellations, and help us build a strong brand image and reputation as a reliable, efficient and professional
company.

●
Ability to Offer
Competitive Pricing. In the relatively lower-profit recycled paper transport industry, maintaining competitive prices
is an important factor in our continued market share expansion. We employ proprietary analytics systems to effectively track our
operating results and financial position in real time and continuously enhance processes, with a view to helping customers reduce
warehouse costs, lower shipping expenses and maintain operational flexibility. In addition, our full truckload shipping offerings
meet the needs of companies requiring maximum movement of the commodities they trade with lower transport costs per unit.

●
Capability to Provide
Real-Time Visibility into Shipments and Quickly Respond. We have adopted a leading telematics system to allow us and
our customers to easily monitor the status and location of the freight. We typically receive and process 250 driver and truck location
updates daily. In addition, our sophisticated dispatch system and experienced professionals enable us to quickly pivot when vessels
are delayed and minimize empty miles.

●
A Global Team and
a Fully Remote Workspace. Our dedicated growing staff are strategically located in the US and overseas, to allow for
immediate response to inquiries by our customers and vendors 24/7. We provide a fully remote engaging workspace that encourages a
healthy work-life balance and drives a committed, highly responsible and reliable team with minimal employee turnover.

2

●

Healthy Cash Flows. We have
primarily funded our operations through cash generated from daily operations. Positive cash flows enable us to operate without dependency
on factoring companies, improve profit margins, have the ability to invest in new opportunities and expand into new markets, provide
resources to help our vendors grow, and strengthen our ability to weather market volatility.

●
Maintaining a “Satisfactory”
DOT Safety Rating, the Highest Rating Available under its Safety Rating System. A top concern for operating in dense
urban areas is ensuring our cargo is delivered as promised, the patrons on the roads we share are free of harm, and independent contractor
drivers go home safely nightly. We require Department of Transportation and Federal Motor Carrier Safety Administration (DOT/FMCSA)-compliant
drug testing, including pre-employment and quarterly random drug and alcohol testing. New drivers undergo documented training and
current drivers undergo refresher training annually. This allows us to maintain a “Satisfactory” DOT safety rating, the
highest rating available under its safety rating system.

●
Innovative and experienced
management team with extensive operating expertise. We have an innovative management team able to seize on the opportunities
in the recyclable waste transportation industry. Mr. Hok C Chan, our Chief Executive Officer and Chairman of the Board, has a deep
understanding of the recycling and trucking sectors. As an innovative and entrepreneurial leader, Mr. Chan has led our company to
develop a sizable client base comprising Fortune 500 waste companies and over 207 recycling centers and commodity traders that operate
in nearly 1,077 locations within a short period of twelve years and to expand our presence in the recycling export supply chain of
the New Jersey and Pennsylvania region. Our management team is well versed in trucking services, recycling, heavy equipment, and
logistics management. Our experienced management team has also built a solid talent base for our company to drive development and
innovation in the long run.

Our Services

Operational Procedure

The chart below summarizes our operational flow for a single shipment:

3

What We Ship

Waste paper products account for the lion’s
share of commodities we transport. Factors that contribute to waste paper being our core commodity include high generation amounts, a
higher recycling rate compared to other materials and relatively stable export prices throughout the year. In the years ended December
31, 2025 and 2024, we hauled 254 and 320 loads per week on average, which amounted to approximately 9,542 and 8,960 tons of waste paper
per week, based on 52 weeks in a year. We use Number of Loads Completed, or NLC, as a key performance indicator.

A truck in our fleet was loading waste paper
at a recycling center.

As the amount of scrap metal generated is far
less than that of waste paper products, and scrap metal export volumes and prices fluctuate significantly, scrap metal transportation
has not been a steady source of revenue for us. Ferrous and non-ferrous scrap metals, however, provide a good addition to our offerings
and an additional supply of orders for our expanding fleet.

Additionally, we provide regional and short-distance
hauling services for wood product exports. The process for shipping wood and timber products is the same as that for waste paper. We
dispatch a truck with an empty container to the client facility after the client places an order online or by email. Once loaded, the
truck hauls the container filled with logs to the designated port. At the port, the container is loaded onto a ship, which marks the
completion of a delivery. Wood supply is less steady than that of waste paper products and is subject to substantial seasonal changes.

The import transport market is more competitive,
with more trucking companies focused on this market. In the import sector for Newark, NJ and Philadelphia, PA ports, we provide transport
of containers filled with cargo from the port to client locations. Although this sector is crowded, we are able to have a modest yet
growing presence through our high-standard, reliable truckload services and competitive prices. Most recently we have established direct
relationships with overseas importers to utilize import orders for an efficiency gain of utilizing a single container for both an import
and export load. This allows us to bypass port traffic and double the out put and revenue of a single container.

From time to time, we offer logistics brokerage
solutions for loads not handled by our fleet, including plastic and specialty commodities, as well as those involving major ports in
California, Georgia, South Carolina, Texas and Illinois and commercial rail lines. In these instances, we assist customers in hiring
“outside trucks”—namely trucks not bearing our DOT identification number—for their transportation needs and typically
pay a higher rate to such drivers.

4

Equipment We Use

We transport all the goods by chassis trucks
and most recently acquired a new stock of 20’/40’ adjustable chassis for added versatility and efficiency. These chassis
can be adjusted on location to haul both container sizes versus requiring a chassis swap or change. A container chassis has a flatbed
made for carrying containers. The containers we carry are standard 40-foot and 20-foot shipping containers. The 40-foot containers are
the most popular option and are considered to offer better value as they provide twice the square footage of a 20-footer at a lower cost
per square foot. Most of the trucks and chassis in our vendor pool are parked at our rented premises at a discounted parking rate.

Our leased property at 697 Doremus Avenue,
Newark, NJ 07105 prior to January 1, 2026

We relocated to 46-58 Albert Ave, Newark, NJ
07105 on January 1, 2026, as shown in the photo above

All the trucks in our fleet are owned by our
truck owner-operators, but these trucks are under our exclusive direction and supervision as leased vehicles pursuant to agreements we
have entered into with the owner-operators. The owner-operators are responsible for all costs associated with owning, maintaining and
repairing the vehicles and have the exclusive right to employ and control drivers for the transportation of our shipments using such
vehicles.

5

Brokerage Model

We operate on a scalable brokerage model in which
we help drivers convert into owner-operators utilizing a variety of our resources:

●
Training. We share our
industry know-hows and practices, management skills, growth strategies and driver retention tactics with our owner-operators. Our
training contents target the operational challenges and issues they face as owner-operators and provide on-point guidance, which
help them strengthen confidence in transitioning into owner-operators and build loyalty toward us.

●
Market Share. Our owner-operators
rely on us for shipping orders. The growing pool of our owner-operators allows us to increase our capacity to handle more shipments
and deliveries, leading to increased revenue and growth opportunities. On the other hand, with our enlarged market share, our owner-operators
can access a broader market and increase miles.

●
Staffing. We assist our
owner-operators with driver recruitment to meet the needs of ever-expanding fleets. We use our rich experience in finding, screening
and attracting driver applicants to help owner-operators acquire and retain skilled and responsible drivers.

●
Compliance. We manage the
entire process of DOT compliance for our owner-operators. All of the trucks serving our orders are subject to DOT compliance. The
trucks of our owner-operators are marked with our DOT registration number. DOT compliance entails a lengthy set of regulations and
rules and we are able to maintain a “Satisfactory” DOT safety rating, the highest rating available under its safety rating
system. This is instrumental in building our reputation among truck owner-operators and other independent contractor drivers as a
trustworthy carrier.

This innovative model has resulted in low driver
turnover which we believe is below the average of the trucking industry, an industry with alarmingly high turnover rates and chronic
shortages of drivers. Based on this model, we have been able to scale up our operations in a relatively short period of time and outpace
the industry average growth rate.

Our Customers

We serve a large customer base primarily comprised
of global, national, regional and local recycling companies and commodity traders. Our top customers include Waste Management, FR. Meyer’s
Sohn North America, Recycling Management Resources, Georgia-Pacific, Metal Green Recycling, Fortune Logistics, Fortune Metal Inc., Harrington
Star Express, CNCF Freight Inc., and Cellmark Inc., among others. For the fiscal years ended December 31, 2025 and 2024, our ten largest
customers in aggregate represented approximately 59% and 58% of the total revenues, respectively.

Currently, our clients spread across nearly 1,077
locations in a number of states in the United States, including without limitation, Pennsylvania, New Jersey, Maryland, New York, Connecticut
and Delaware, and international location in Mexico. We have been constantly expanding our geographic footprint and have recently expanded
into Texas, USA, with plans to extend our services to Latin America, including Chancay, Peru, in the near future. Our goal is to
solidify existing market share and penetrate new markets where our global and national customers have set foot in. For example, the international
markets we are trying to enter are places where our top customers have existing establishments, and the local branches of such top customers
will be our initial clients in these new markets.

Our Technology

We believe that technology is critical to our
success and is the cornerstone of our goal to become a leader in the first and last mile of the recycling export supply chains. We understand
that technology alone will not always provide a better solution if not balanced with a human and personal touch, coupled with a best-in-class
customer experience, and driven by interactive service management. By leveraging our data insights, and new artificial intelligence to
remove tactical mundane processes, we are driven to strive process optimization and add impactful efficiency of our operations.

6

We have developed a proprietary dispatch system
that records, analyzes and displays multifaceted aspects of each shipment. Organized by dates, this system registers the schedule date,
the driver assigned, ERD (referring to the cut-off date and time for a container to be at a port ready for loading), the booking date,
client location, customer identity, SSL (sea shipping line), the load number, container size, pickup terminal, drop-off terminal, region
code and other information with respect to a shipment. Based on such entries, this system aggregates the statics and generates a status
summary covering the orders as of a specific date, to outline, among others, (i) the total number of scheduled loads for which drivers
have been assigned, (ii) the total number of loads needing drivers, (iii) the total number of unscheduled loads, (iv) the number of loads
available for booking, (v) the total number of loads actually completed, (vi) the weekly goal for completed loads, and (vii) the percentage
of the goal achieved. Our dedicated maintenance of this system has allowed us to ensure a high on-time delivery rate.

Built on our dispatch system, we have utilized
a real-time dashboard to keep track of our daily, weekly, monthly, quarterly and year-to-end operating results and financial position,
including among others, our sales growth, gross profit, gross profit margin and number of loads transported. As such, we keep abreast
of the performance and health of our business and can make timely adjustments in our execution to achieve our strategic goals. We do
not hold any patents, trademarks, licenses, franchises, or concessions regarding our proprietary dispatch system.

Sales and Marketing

Unlike common sales and marketing strategies
targeting customers, our sales and marketing efforts focus on both customers and drivers. Strategic online marketing has become essential
to successful marketing campaigns. As we continue to deliver a superior experience for both shippers and drivers through reliability,
transparency and service, our sales and marketing strategy continuously seeks to identify and act on new opportunities to grow these
relationships. We have engaged in marketing through the following channels:

●
Social Media. Social media
is most useful for networking with a large audience in the trucking sphere and it provides a cost-effective means to interact and
build up relationships with such an audience and increase our visibility. For example, we have used Instagram to find and draw driver
applicants by operating our Instagram account (toppoint_trucking) and sharing our business updates. In addition, social media provides
an effective way to remain updated on what is trending in the industry and a convenient platform for asking questions and gaining
valuable insights about how customers, drivers and communities feel about our company and brand.

●
Referrals & Reviews.
In today’s digital world, online reviews have become critical for successful businesses. Reviews impact drivers’ decisions
whether to apply to our company and new clients’ decisions whether to purchase our services. Reviews facilitate word-of-mouth
marketing and referrals. We place great importance on reviews on our website and Google reviews and plan to create central online
reviews that we can engage with the reviews and use them to improve our business.

●
Emails. We have subscribed
to recruitment websites that distribute automated emails advertising driver job openings as well as email notifications when candidates
apply for such positions. This is an important channel through which we discover and connect with qualified drivers we seek. As we
can use filters to target drivers in a specific region, it is particularly helpful in recruiting drivers as we enter new geographic
markets. We have also deployed email marketing to promote our company’s services to existing and potential customers.

Our Competition

We operate in the highly competitive and fragmented
truckload industry, and our failure to stay competitive could impair our ability to maintain and increase our profitability and materially
adversely affect our results of operations.

7

Currently, our primary competitors are regional
trucking drayage service companies such as Evans Delivery Company, Inc., Matrix Transport LLC, and Portx Inc. that serve the ports of
New Jersey, New York and Pennsylvania. Players in our sector primarily compete on price, timeliness, safety and customer experience.
We believe our large vendor pool, competitive pricing, technological capabilities, high driver retention, positive cash flows and an
innovative and experienced management team enable us to be positioned favorably against our competitors. Additionally, we have achieved
a high on-time delivery rate and a customer acquisition CAGR of approximately 40% during the period of 2016 to 2025, demonstrating market
confidence and demand for our services. Our ability to provide superior services at competitive pricing and our strategy to align our
growth with our customers’ needs for success and standards allow us to have a track record in acquiring clients and market shares.
Additionally, as a well-capitalized company with positive cash flows, we are able to pay our drivers early and at competitive rates.

Growth Strategies

We plan to pursue the following strategies to
grow our business:

●
Increasing wallet
shares of current clients. Our top clients operate nationwide and globally. We believe the most effective expansion
strategy is to capitalize on existing clientele relationships, our track record and reputation, strategically align with their growth
goals, and secure opportunities to service more of their markets.

●
Building storage
and warehousing capability. We plan to invest in expanding our storage and warehousing space and upgrading the logistics
management system in such space. With enhanced storage and warehousing capability, we will be able to provide additional space for
the growing fleet to store equipment and vehicles and acquire new space as we expand geographic coverage of services. Also, upgraded
warehouses that can sort and store freight may allow us to enter other segments of the trucking industry.

●
Continuing to improve
information technology (IT) Infrastructure. We aim to continue to improve our existing IT-based platforms and systems
by remaining alert to new technologies related to the transportation process and strengthen our technology capabilities in order
to facilitate, optimize, streamline and ensure the quality of our operations. We have made, and intend to continue making, investments
to further develop our abilities concerning carrier payments and data analytics, with a view to serving increased market shares and
evolving client requirements and cementing client relations.

●
Selectively exploring
opportunities of strategic alliance, investments and acquisitions. We have a track record of fostering organic growth. We
intend to selectively seek strategic alliance, investments and acquisition opportunities to solidify existing market position, accelerate
our growth and drive value creation through strategic partnerships when appropriate opportunities arise.

●
Enhancing our ability
to attract, incentivize and retain a talented workforce. Our people are our core assets, and we believe our success greatly
depends on our ability to attract, incentivize and retain our employees, truck owner-operators and other independent contractor drivers.
We strive to continue to provide competitive compensation to our drivers, use our resources to support owner-operators’ growth,
and maintain the collegial environment for our global staff. Our compensation structure is performance-based and aligned with our
strategic objectives. Our culture, which from our inception, was focused on the well-being of independent contractor drivers, helps
us recruit and retain drivers. With our underlying core values, we believe that we will continue to be a preferred
carrier for both of our clients and independent contractor drivers.

8

Seasonality

In terms of waste paper, our transport volumes
are largely steady during all seasons. There is a seasonal pattern for transporting wood products with volumes peaking in fall and lowest
in winter. Historically, scrap metals are subject to dramatic price and demand fluctuations as a result of a number of factors, and seasonality
is one of the factors as construction and automobile industries tend to be busier when the weather is nicer.

Employees and Human Capital

As of December 31, 2025, we had 3 full-time employees,
2 part-time employees in the U.S., 11 overseas contractual staffers and approximately 100 independent contractor drivers. Our operations
are overseen directly by management. Our management functions cover corporate administration, training, business development, technology
and marketing. We believe our management’s relationship with our personnel, owner-operators and other drivers is good. We do not
have any collective bargaining agreement, and our employees are not unionized.

Department/Function
Personnel

Management
3

Part-Time
2

Operations
11

TOTALS
16

Owner-Operators

All the trucks operated by owner-operators for
transporting our shipments carry our DOT carrier identification number.

We, as a carrier, enter into an agreement with
each of our independently contracted truck owner-operators. Below is a summary of the material terms of this arrangement.

Owner-Operator’s Responsibilities:
The owner-operator is an independent contractor with suitable motor vehicle(s) for hire and is responsible for all costs associated with
owning, maintaining and repairing the vehicle(s) covered by the agreement. The owner-operator is also responsible for paying various
taxes and charges related to services provided under the agreement, as well as for traffic violations, over-size or over-weight violations
and travel costs such as tolls in performing transportation services under the agreement. The owner-operator is obligated to provide
necessary documentation and communication regarding the shipments, such as bills of lading, container numbers, arrival and departure
times and fuel receipts. The owner-operator agrees to indemnify and hold us harmless for any claims or damages arising out of his or
her failure to comply with provisions of the agreement; non-compliance with laws and regulations; use, maintenance or operation of the
covered vehicle(s); and misuse or mishandling of the shipments being transported.

9

Our Responsibilities: We agree to maintain
liability and cargo insurance coverage and assume responsibility for the DOT compliance of their vehicle(s). During the term of the agreement,
the subject vehicle(s) shall be solely and exclusively under our direction and supervision. However, the owner-operator has the exclusive
right to employ and control drivers in performing services under the agreement.

Compensation: We shall pay the owner-operator
within 7 days after submission of all necessary delivery documents.

Insurance

We maintain insurance with licensed insurance
carriers, and independent contractor drivers are covered by our insurance. Currently, we hold a commercial general liability policy for
bodily injury, property damage, personal and advertising injury, medical payments, and pollution liability, with limits up to $2,000,000
aggregate and occurrence-based and claims-made coverages of a $1,000,000 limit per occurrence. We also carry auto liability coverage
with a combined single limit per accident of $1,000,000, as well as workers compensation for employees and employer’s liability
coverage. We also maintain cargo insurance covering loss of or damage to customer freight while in transit, with limits of up to $180,000
property in vehicle with a $250,000 catastrophe limit per occurrence (subject to deductibles and policy terms and exclusions).

However, we self-insure or maintain a high deductible
for a portion of our claims exposure resulting from workers’ compensation, auto liability, general liability, cargo and property
damage claims. Although we believe our aggregate insurance limits should be sufficient to cover reasonably expected claims, it is possible
that the amount of one or more claims could exceed our aggregate coverage limits. If any claim were to exceed our coverage, we would
bear the excess, in addition to our other self-insured amounts.

Regulations

Our operations are regulated and licensed by
various U.S. federal and state governmental agencies. These regulations impact us directly and also indirectly when they regulate third-party
providers we arrange and/or contract with to transport freight for our customers.

Regulations Affecting Motor Carriers, Owner-Operators
and Transportation Brokers. We have a satisfactory score with the U.S. DOT and utilize TenStreet, Samba Safety, Abbott eScreen
and Driver IQ as our third-party service providers to ensure we comply with the requirements of the FMCSA of the DOT. We have successfully
passed DOT audits and truck inspections in the past. We and third-party motor carriers we contract with within the U.S. must comply with
the safety and fitness regulations of the DOT, including, without limitation, those related to controlled substances and alcohol, hours-of-service
compliance, vehicle maintenance, hazardous materials compliance, driver fitness, unsafe driving, and minimum insurance requirements,
as well as the Compliance Safety Accountability, or CSA, program, which uses a Safety Measurement System, or SMS, to rank motor carriers
on seven categories of safety-related data, known as Behavioral Analysis and Safety Improvement Categories, or BASICs. Other federal
and state agencies, such as the U.S. Environmental Protection Agency, the U.S. Food and Drug Administration and the U.S. Department of
Homeland Security, also regulate our equipment, operations, cargo and independent contractor drivers. We are also subject to various
vehicle registration and licensing requirements in certain states and local jurisdictions where we operate. We may become subject to
new or more restrictive regulations relating to emissions, drivers’ Hours of Service, independent contractor eligibility requirements,
onboard reporting of operations, air cargo security and other matters affecting safety or operating methods.

10

Classification of Independent Contractors.
U.S. tax and other federal and state regulatory authorities, as well as private litigants, continue to assert that independent contractor
drivers in the trucking industry are employees rather than independent contractors, while applying a variety of standards in their determinations
of independent contractor status. Federal legislators have introduced legislation in the past to make it easier for tax and other authorities
to reclassify independent contractors as employees, including legislation to increase the recordkeeping requirements and heighten the
penalties for companies that misclassify workers and are found to have violated overtime or wage requirements. Additionally, federal
legislators have sought to abolish the current safe harbor, which allows taxpayers that meet certain criteria to treat individuals as
independent contractors if they are following a longstanding, recognized practice. From time to time, federal legislators have introduced
legislation that would impose additional requirements and penalties relating to worker classification, including, in some proposals,
classification notice and recordkeeping requirements and civil penalties for misclassification. Some states have launched initiatives
to increase tax revenues from items such as unemployment, workers’ compensation and income taxes, and the reclassification of independent
contractors as employees could help states increase these revenues. In addition to these possible legislative changes, the National Labor
Relations Board (“NLRB”) to make has modified its independent contractor standard under
the National Labor Relations Act and may further change its standards or enforcement priorities, which could affect the classification
of certain workers. The NLRB has also entered into a Memorandum of Understanding with the U.S. Department of Labor’s Wage and
Hour Division (“WHD”) regarding the exchange of information and cooperation in enforcement activities regarding the misclassification
of employees as independent contractors. On March 11, 2024, the rule entitled “Employee or Independent Contractor Classification
Under the Fair Labor Standards Act” issued by the Department of Labor (the “DOL”) went into effect. This rule addresses
how to analyze whether a worker is an employee or an independent contractor under the FLSA using the “economic reality test.”
In May 2025, WHD issued enforcement guidance directing investigators not to apply the 2024 rule’s analysis in current enforcement
matters while the DOL reviewed the rule. In February 2026, the DOL proposed a rule that would rescind the 2024 final rule and replace
it with an analysis similar to the one adopted in 2021; the timing and substance of any final rule remain uncertain. Although we believe
that the drivers with whom we or owner-operators contract are properly characterized as independent contractors, the Department of Labor
or other regulatory authorities may challenge our characterization of such relationships. If the independent contractor drivers that
provide services to us are determined to be our employees, we could incur additional exposure under some or all of the following: federal
and state employer taxes, workers’ compensation, unemployment benefits, and labor, employment and tort laws, including for prior
periods, as well as potential liability for employee benefits and tax withholdings.

Environmental Regulations. Our operations
and independent contractors are subject to various environmental laws and regulations in the jurisdictions where we operate. In the U.S.,
these laws and regulations deal with vehicle emissions, engine-idling, fuel tanks and related fuel spillage and seepage, discharge and
retention of stormwater, and other environmental matters that involve inherent environmental risks. We may be responsible for cleaning
up any spill or other incident involving hazardous materials caused by our business. In the past, we were responsible for cleaning up
diesel fuel spills caused by traffic accidents or other events, and none of these incidents materially affected our business or operations.
We believe that our operations are in substantial compliance with current laws and regulations, and we do not know of any existing environmental
condition that reasonably would be expected to affect our business or operating results adversely.

Other Regulations. We are subject
to a variety of other U.S. federal, state, and local laws and regulations, including, but not limited to, the Foreign Corrupt Practices
Act and other anti-bribery and anti-corruption statutes, and export sanction laws. We are also subject to state and U.S. federal laws
and regulations addressing some types of cargo transported or stored by us.

Corporate History and Structure

We were incorporated in the State of Nevada on
August 16, 2022 as a holding company. We started operations in 2014 through Toppoint Inc., a Pennsylvania corporation, providing logistics
services and solutions for the recycling export supply chain in the U.S. As of the date of this report, we have two subsidiaries, Toppoint
Inc and Topp Metals Inc.

11

On the date of incorporation, we issued an aggregate
of 7,500,000 shares of common stock to four investors at a per share purchase price of $0.0001. On the same date, these four investors
entered into a voting agreement with Hok C Chan, our founder, Chairman of our board of directors and Chief Executive Officer, pursuant
to which the investors unconditionally and irrevocably appointed Hok C Chan as each investor’s proxy to attend and vote at all
shareholder meetings of the Company and on every action or approval by written consent of the shareholders of the Company, until the
earlier of (i) the date on which the Company completes its initial public offering, or (ii) the written agreement of all the parties
of the agreement to terminate it. As such, the voting agreement terminated on January 23, 2025.

On September 29, 2022, we entered into a Share
Exchange Agreement with Toppoint Inc. and Hok C Chan, the sole stockholder of Toppoint Inc., our founder, Chairman of our board of directors
and Chief Executive Officer, pursuant to which Hok C Chan exchanged all of his shares in Toppoint Inc for 7,500,000 shares of common
stock of our company. As a result, we acquired all of the issued and outstanding shares of capital stock of Toppoint Inc, making Toppoint
Inc our wholly-owned subsidiary.

On January 23, 2025, we closed our initial public
offering of 2,500,000 shares of common stock, at an offering price of $4.00 per share, for gross proceeds of $10,000,000. Our common
stock began trading on NYSE American on January 22, 2025, under the symbol “TOPP.”

On June 4, 2025, the Company established a wholly-owned
subsidiary, Topp Metals Inc., which was incorporated under the provisions of the Pennsylvania Business Corporation Law of 1988, with
its registered office located in Lansdale, Pennsylvania. As of the date of this annual report, Topp Metals Inc. has no business activities.

Recent Developments

Entry into Share Purchase Agreements

On December 3, 2025, December 19, 2025, and January
27, 2026, we entered into three separate share purchase agreements with three investors and Hok C. Chan, our Chief Executive Officer,
as the seller. Pursuant to these agreements, the investors purchased an aggregate of 3,600,000 shares of our common stock from Mr. Chan,
and the Company agreed to provide to the investors the right to purchase its pro rata portion of any new shares that the Company may
from time to time propose to issue or sell to any person.

Additional information about the share purchase
agreements can be found in our Current Reports on Form 8-K filed with (the “SEC”) on December 3, 2025, December 23, 2025,
and February 2, 2026, respectively.

Changes in Officers

On November 26, 2025, we entered into an employment
agreement with Kah Loong Randy Yeo (“Mr. Yeo”), pursuant to which Mr. Yeo was appointed as the Company’s new Controller.

On December 1, 2025, John Feliciano III, our
Chief Financial Officer and a member of our Board of Directors (the “Board”) submitted a letter of resignation to the Board
(the “Letter”). Pursuant to the Letter, Mr. Feliciano resigned from the Board of Directors effective December 1, 2025, and
announced his resignation as our Chief Financial Officer, effective as of December 15, 2025. Mr. Feliciano’s resignation was due
to personal reasons and not the result of any disagreement with the Company regarding its operations, policies, or practices.

Subsequently, in connection with Mr. Feliciano’s
resignation as Chief Financial Officer, we entered into an employment agreement with Mr. Yeo, pursuant to which Mr. Yeo was appointed
as the Company’s new interim Chief Financial Officer.

Additional information about Mr. Feliciano’s
departure and the appointment of Mr. Yeo can be found in our Current Reports on Form 8-K filed with the SEC on December 3, 2025 and December
23, 2025, respectively.

12

Changes in Directors

In connection with Mr. Feliciano’s resignation
as a member of the Board, and as a condition precedent of the share purchase agreement dated December 3, 2025, on December 1, 2025, the
Board appointed Ms. Florence Ng, effective immediately, to serve as a member of the Board.

On December 19, 2025, Pablo Santana, a member
of the Company’s Board of Directors submitted a letter of resignation to the Board. Pursuant to the letter of resignation, Mr.
Santana resigned from the Board of Directors effective December 19, 2025.

In connection with Mr. Santana’s resignation
as a member of the Board of Directors, and as a condition precedent of the share purchase agreement dated December 19, 2025, on December
19, 2025, the Board appointed Mr. Chung Ming Bruce Hui, effective immediately, to serve as a member of the Board.

In connection with and as a condition precedent
of the share purchase agreement dated January 27, 2026, on January 27, 2026, the Board voted to increase the size of the Board from five
members to six, and appointed Anthony Kwong to fill the vacancy created by the expansion of the Board.

Biographical information for Ms. Ng, Mr. Hui
and Mr. Kwong can be found in the Current Reports on Form 8-K filed with the SEC on December 3, 2025, December 23, 2025, and February
2, 2026, respectively.