What changed in this filing

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Item 1. Financial Statements

2022-08-12 compared with 2022-05-12 · 424 added, 316 removed, 184 unchanged (80% of the section changed)

FINANCIAL STATEMENTS

VEE POWERCATS CO, INC.

TWIN VEE CATAMARANS, INC.)

CONSOLIDATED BALANCE SHEETS

TWIN VEE POWERCATS CO, INC.

(F/K/A TWIN VEE CATAMARANS, INC.)

CONDENSED CONSOLIDATED BALANCE SHEETS

Current Assets

1 unchanged sentence

Accounts receivable

Marketable securities-current

Marketable securities

Deferred offering costs

26 unchanged sentences

$ 0.001 par value;

7,000,000 and 7,000,000 shares issued and outstanding, respectively

7,000,000 shares issued and outstanding

Additional paid-in capital

4 unchanged sentences

Total liabilities and stockholders’ equity

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

VEE POWERCATS CO, INC.

TWIN VEE CATAMARANS, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements

TWIN VEE POWERCATS CO, INC.

(F/K/A TWIN VEE CATAMARANS, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

Cost of products sold

11 unchanged sentences

Loss on disposal of assets

Gain from insurance recovery

Net change in fair value of marketable securities

Total other expenses

Total other (expenses) income

Net (loss) income

$ ( 538,782 )

$ ( 1,730,099 )

Basic and dilutive (loss) income per share of common stock

Weighted average number of shares of common stock outstanding

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

VEE POWERCATS CO, INC.

TWIN VEE CATAMARANS, INC.)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

the Three ended March 31, 2021

Stockholder’s

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements

TWIN VEE POWERCATS CO, INC.

(F/K/A TWIN VEE CATAMARANS, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

For the Three and Six Months ended June 30, 2021 Additional Total

Preferred Stock

Stockholders’

Balance at December 31, 2020

$ ( 1,006,547 )

Net income for the period

Balance at March 31, 2021

$ ( 874,598 )

the Three ended March 31, 2022

Balance at June 30, 2021

$ ( 823,747 )

For the Three and Six Months ended June 30, 2022

Preferred Stock

Stockholders’

at December 31, 2021

Balance at December 31, 2021

$ ( 2,017,556 )

loss for the period

Stock-based compensation

( 1,191,317 )

at March 31, 2022

Balance at March 31, 2022

$ ( 3,208,873 )

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

VEE POWERCATS CO, INC.

TWIN VEE CATAMARANS, INC.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three months ended

Stock-based compensation

Balance at June 30, 2022

$ ( 3,747,655 )

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements

TWIN VEE POWERCATS CO, INC.

(F/K/A TWIN VEE CATAMARANS, INC.)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months Ended

Cash Flows From Operating Activities

18 unchanged sentences

Cash Flows From Investing Activities

Net purchases of investment in trading marketable securities

Net sale of investment in trading marketable securities

Proceeds from sale of property and equipment

Purchase of property and equipment

Net cash used in investing activities

( 1,809,486 )

Net cash provided by (used in) investing activities

Cash Flows From Financing Activities

Deferred offering cost

Deferred offering costs

Proceeds from Paycheck Protection Program loan

11 unchanged sentences

Increase in the right-of-use asset and lease liability

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

VEE POWERCATS CO.

TWIN VEE CATAMARANS, INC.)

TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and Summary of Significant Accounting Policies

Vee PowerCats Co.

(“Twin Vee”) was incorporated as Twin Vee Catamarans, Inc., in the state of Florida, on December 1, 2009.

On April 7, 2021, the Company filed a Certificate of Conversion to register and incorporate in the state of Delaware and changed the

company name to Twin Vee PowerCats Co.

The Certificate of Incorporation for Twin Vee PowerCats Co.

The accompanying notes are an integral part of these

unaudited condensed consolidated financial statements

TWIN VEE POWERCATS CO.

(F/K/A TWIN VEE CATAMARANS, INC.)

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

JUNE 30, 2022

Organization and Summary of Significant

Accounting Policies

Twin Vee PowerCats Co.

(“Twin Vee”) was

incorporated as Twin Vee Catamarans, Inc., in the state of Florida, on December 1, 2009.

On April 7, 2021, the Company filed a Certificate

of Conversion to register and incorporate in the state of Delaware and changed the company name to Twin Vee PowerCats Co.

The Certificate

of Incorporation for Twin Vee PowerCats Co.

was also filed on April 7, 2021.

September 1, 2021, the Company formed Fix My Boat, Inc., (“Fix My Boat”), a wholly-owned subsidiary.

Fix My Boat will utilize

a franchise model for marine mechanics across the country.

October 15, 2021, the Company formed Electra Power Sports, Inc., a wholly-owned subsidiary.

On September 1, 2021, the Company formed Fix My Boat,

Inc., (“Fix My Boat”), a wholly-owned subsidiary.

Fix My Boat will utilize a franchise model for marine mechanics across the

On October 15, 2021, the Company formed Electra Power

Sports, Inc., a wholly-owned subsidiary.

Electra Power Sports, Inc.

subsequently changed

its name to Forza X1, Inc.

subsequently changed its name to Forza X1, Inc.

on October 29, 2021.

of Consolidation

consolidated financial statements include the accounts of Twin Vee and its wholly owned subsidiaries Fix My Boat, Inc., (“Fix My

Boat”) and Forza X1, Inc.

(“Forza X1” “Forza), collectively referred to as the “Company”.

All inter-company

balances and transactions are eliminated in consolidation.

of Presentation

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally

accepted in the United States of America (“GAAP”) for interim financial statements and with the instructions to Form 10-Q

and Rule 8-03 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”).

Accordingly, they do not

contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual

financial statements.

the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the

adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31,

2022 and the results of operations and cash flows for the periods presented.

The results of operations for the three months ended March

31, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period.

These unaudited condensed

consolidated financial statements should be read in conjunction with the financial statements and related notes thereto for the year

ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of expenses during the reporting period.

Some of these judgments can be subjective and complex, and, consequently, actual

results may differ from these estimates.

and Cash Equivalents

and cash equivalents include all highly liquid investments with original maturities of three months or less at the time of purchase.

On March 31, 2022 and December 31, 2021, the Company had cash and cash equivalents of $ 5,061,380 and $ 6,975,302 , respectively.

Concentrations

of Credit and Business Risk

instruments that potentially subject the Company to concentrations of credit risk primarily consist of trade receivables.

on trade receivables is mitigated as a result of the Company’s use of trade letters of credit, dealer floor plan financing arrangements,

and the geographically diversified nature of the Company’s customer base.

The Company minimizes the concentration of credit risk

associated with its cash by maintaining its cash with high quality federally insured financial institutions.

However, cash balances in

excess of the Federal Deposit Insurance Corporation (“FDIC”) insured limit of $ 250,000 are at risk.

As of March 31,

2022 and December 31, 2021, the Company had $ 4,121,000 and $ 6,725,302 , respectively, in excess of FDIC insured limits.

investments in debt securities are carried at either amortized cost or fair value.

Investments in debt securities that the Company has

the positive intent and ability to hold to maturity are carried at amortized cost and classified as held-to-maturity.

Investments in

debt securities that are not classified as held-to-maturity are carried at fair value and classified as either trading or available-for-sale.

Realized and unrealized gains and losses on trading debt securities as well as realized gains and losses on available-for-sale debt securities

are included in net income.

Company’s revenue is derived primarily from the sale of boats, motors and trailers to its independent dealers.

The Company recognizes

revenue when obligations under the terms of a contract are satisfied and control over promised goods is transferred to the dealer.

the majority of sales, this occurs when the product is released to the carrier responsible for transporting it to a dealer.

typically receives payment within five business days of shipment.

Revenue is measured as the amount of consideration it expects to receive

in exchange for a product.

The Company offers dealer incentives that include wholesale rebates, retail rebates and promotions, floor

plan reimbursement or cash discounts, and other allowances that are recorded as reductions of revenues in net sales in the statements

of operations.

The consideration recognized represents the amount specified in a contract with a customer, net of estimated incentives

the Company reasonably expects to pay.

The estimated liability and reduction in revenue for dealer incentives is recorded at the time

Subsequent adjustments to incentive estimates are possible because actual results may differ from these estimates if conditions

dictate the need to enhance or reduce sales promotion and incentive programs or if dealer achievement or other items vary from historical

Accrued dealer incentives are included in accrued expenses and other current liabilities in the accompanying consolidated balance

received for the future sale of a boat to a customer is recognized as a customer deposit, which is included in contract liabilities on

the consolidated balance sheet.

Customer deposits are recognized as revenue when control over promised goods is transferred to the customer.

At March 31, 2022 and December 31, 2021, the Company had customer deposits of $ 200 and $ 14,100 , respectively, which is recorded as contract

These deposits are expected to be recognized as revenue within a one-year period.

and Discounts

earn wholesale rebates based on purchase volume commitments and achievement of certain performance metrics.

The Company estimates the

amount of wholesale rebates based on historical achievement, forecasted volume, and assumptions regarding dealer behavior.

apply to boats already in dealer inventory are referred to as retail rebates.

The Company estimates the amount of retail rebates based

on historical data for specific boat models adjusted for forecasted sales volume, product mix, dealer and consumer behavior, and assumptions

concerning market conditions.

The Company also utilizes various programs whereby it offers cash discounts or agrees to reimburse its

dealers for certain floor plan interest costs incurred by dealers for limited periods of time, generally ranging up to nine months.

Revenue Recognition Matters

generally have no right to return unsold boats.

Occasionally, the Company may accept returns in limited circumstances and at the Company’s

discretion under its warranty policy.

The Company may be obligated, in the event of default by a dealer, to accept returns of unsold

boats under its repurchase commitment to floor financing providers, who are able to obtain such boats through foreclosure.

The repurchase

commitment is on an individual unit basis with a term from the date it is financed by the lending institution through the payment date

by the dealer, generally not exceeding 30 months.

Company has excluded sales and other taxes assessed by a governmental authority in connection with revenue-producing activities from

the determination of the transaction price for all contracts.

The Company has not adjusted net sales for the effects of a significant

financing component because the period between the transfer of the promised goods and the customer’s payment is expected to be

one year or less.

Concentrations

Company is dependent on the ability of its suppliers to provide products on a timely basis and on favorable pricing terms.

certain principal suppliers or a significant reduction in product availability from principal suppliers could have a material adverse

effect on the Company.

Business risk insurance is in place to mitigate the business risk associated with sole suppliers for sudden disruptions

such as those caused by natural disasters.

Company is dependent on third-party equipment manufacturers, distributors, and dealers for certain parts and materials utilized in the

manufacturing process.

During the three months ended March 31, 2022, the Company purchased all engines for its boats under a supply agreement

with a single vendor.

For the three months ended March 31, 2022 and 2021, total purchases to this vendor were $ 1,250,003 and $ 642,771 ,

respectively.

and liabilities measured at fair value on a recurring basis based on Level 1 and Level 2 fair value measurement criteria as of March

31, 2022 and December 31, 2021 are as follows:

Principles of Consolidation

The consolidated financial statements include

the accounts of Twin Vee and its wholly owned subsidiaries Fix My Boat, Inc., (“Fix My Boat”) and Forza X1, Inc.

X1” “Forza), collectively referred to as the “Company”.

All inter-company balances and transactions are eliminated

in consolidation.

Basis of Presentation

The accompanying unaudited condensed consolidated

financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

for interim financial statements and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X of the United States Securities

and Exchange Commission (“SEC”).

Accordingly, they do not contain all information and footnotes required by accounting principles

generally accepted in the United States of America for annual financial statements.

In the opinion of the Company’s management,

the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal

recurring accruals) to present the financial position of the Company as of June 30, 2022 and the results of operations and cash flows

for the periods presented.

The results of operations for the three months ended June 30, 2022 are not necessarily indicative of the operating

results for the full fiscal year or any future period.

These unaudited condensed consolidated financial statements should be read in conjunction

with the financial statements and related notes thereto for the year ended December 31, 2021 included in the Company’s Annual Report

on Form 10-K filed with the SEC on June 30, 2022.

Use of Estimates

The preparation of financial statements in conformity

with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting

Some of these judgments can be subjective and complex, and, consequently, actual results may differ from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid

investments with original maturities of three months or less at the time of purchase.

On June 30, 2022 and December 31, 2021, the Company

had cash and cash equivalents of $ 5,910,533 and $ 6,975,302 , respectively.

Concentrations of Credit and Business Risk

Financial instruments that potentially subject the

Company to concentrations of credit risk primarily consist of trade receivables.

Credit risk on trade receivables is mitigated as a result

of the Company’s use of trade letters of credit, dealer floor plan financing arrangements, and the geographically diversified nature

of the Company’s customer base.

The Company minimizes the concentration of credit risk associated with its cash by maintaining its

cash with high quality federally insured financial institutions.

However, cash balances in excess of the Federal Deposit Insurance Corporation

(“FDIC”) insured limit of $ 250,000 are at risk.

As of June 30, 2022 and December 31, 2021, the Company had $ 4,850,528 and

$ 6,725,302 , respectively, in excess of FDIC insured limits.

Marketable Securities

Our investments in debt securities are carried at

either amortized cost or fair value.

Investments in debt securities that the Company has the positive intent and ability to hold to maturity

are carried at amortized cost and classified as held-to-maturity.

Investments in debt securities that are not classified as held-to-maturity

are carried at fair value and classified as either trading or available-for-sale.

Realized and unrealized gains and losses on trading

debt securities as well as realized gains and losses on available-for-sale debt securities are included in net income.

Revenue Recognition

The Company’s revenue is derived primarily from

the sale of boats, motors and trailers to its independent dealers.

The Company recognizes revenue when obligations under the terms of

a contract are satisfied and control over promised goods is transferred to the dealer.

For the majority of sales, this occurs when the

product is released to the carrier responsible for transporting it to a dealer.

The Company typically receives payment within five business

days of shipment.

Revenue is measured as the amount of consideration it expects to receive in exchange for a product.

The Company offers

dealer incentives that include wholesale rebates, retail rebates and promotions, floor plan reimbursement or cash discounts, and other

allowances that are recorded as reductions of revenues in net sales in the statements of operations.

The consideration recognized represents

the amount specified in a contract with a customer, net of estimated incentives the Company reasonably expects to pay.

The estimated liability

and reduction in revenue for dealer incentives is recorded at the time of sale.

Subsequent adjustments to incentive estimates are possible

because actual results may differ from these estimates if conditions dictate the need to enhance or reduce sales promotion and incentive

programs or if dealer achievement or other items vary from historical trends.

Accrued dealer incentives are included in accrued expenses

and other current liabilities in the accompanying consolidated balance sheets.

Payment received for the future sale of a boat to

a customer is recognized as a customer deposit, which is included in contract liabilities on the consolidated balance sheet.

deposits are recognized as revenue when control over promised goods is transferred to the customer.

At June 30, 2022 and December 31,

2021, the Company had customer deposits of $ 532,127 and $ 14,100 , respectively, which is recorded as contract liabilities.

These deposits

are expected to be recognized as revenue within a one-year period.

Rebates and Discounts

Dealers earn wholesale rebates based on purchase volume

commitments and achievement of certain performance metrics.

The Company estimates the amount of wholesale rebates based on historical

achievement, forecasted volume, and assumptions regarding dealer behavior.

Rebates that apply to boats already in dealer inventory are

referred to as retail rebates.

The Company estimates the amount of retail rebates based on historical data for specific boat models adjusted

for forecasted sales volume, product mix, dealer and consumer behavior, and assumptions concerning market conditions.

The Company also

utilizes various programs whereby it offers cash discounts or agrees to reimburse its dealers for certain floor plan interest costs incurred

by dealers for limited periods of time, generally ranging up to nine months.

Other Revenue Recognition Matters

Dealers generally have no right to return unsold boats.

Occasionally, the Company may accept returns in limited circumstances and at the Company’s discretion under its warranty policy.

The Company may be obligated, in the event of default by a dealer, to accept returns of unsold boats under its repurchase commitment to

floor financing providers, who are able to obtain such boats through foreclosure.

The repurchase commitment is on an individual unit basis

with a term from the date it is financed by the lending institution through the payment date by the dealer, generally not exceeding 30

The Company has excluded sales and other taxes assessed

by a governmental authority in connection with revenue-producing activities from the determination of the transaction price for all contracts.

The Company has not adjusted net sales for the effects of a significant financing component because the period between the transfer of

the promised goods and the customer’s payment is expected to be one year or less.

Supplier Concentrations

The Company is dependent on the ability of its suppliers

to provide products on a timely basis and on favorable pricing terms.

The loss of certain principal suppliers or a significant reduction

in product availability from principal suppliers could have a material adverse effect on the Company.

Business risk insurance is in place

to mitigate the business risk associated with sole suppliers for sudden disruptions such as those caused by natural disasters.

The Company is dependent on third-party equipment

manufacturers, distributors, and dealers for certain parts and materials utilized in the manufacturing process.

During the six months

ended June 30, 2022, the Company purchased all engines for its boats under a supply agreement with a single vendor.

For the six months

ended June 30, 2022 and 2021, total purchases to this vendor were $ 2,702,733 and $ 1,285,116 , respectively.

Marketable securities

Assets and liabilities measured at fair value on a

recurring basis based on Level 1 and Level 2 fair value measurement criteria as of June 30, 2022 and December 31, 2021 are as follows:

Schedule of Fair value Marketable Securities

Fair Value Measurements Using

Balance as of March 31, 2022

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Value Measurements Using

as of June 30, 2022

Prices in Active Markets for Identical Assets (Level 1)

Other Observable Inputs (Level 2)

marketable securities

Corporate bonds

Certificated of Deposits

Money market funds (1)

Total marketable securities

Fair Value Measurements Using

4 unchanged sentences

Corporate bonds

Certificated of Deposits

Money market funds (1)

Certificates of Deposits

Total marketable securities

Included within

cash and cash equivalents on the Company’s consolidated balance sheets.

Company’s investments in US government bonds and money market funds are measured based on publicly available quoted market prices

for identical securities as of March 31, 2022 and December 31, 2021.

The Company’s investments in corporate bonds, commercial paper

and certificated of deposits are measured based on quotes from market makers for similar items in active markets.

March 31, 2022 and December 31, 2021 inventories consisted of the following:

The Company’s investments in US government bonds

are measured based on publicly available quoted market prices for identical securities as of June 30, 2022 and December 31, 2021.

Company’s investments in corporate bonds, commercial paper and certificated of deposits are measured based on quotes from market

makers for similar items in active markets.

At June 30, 2022 and December 31, 2021 inventories

consisted of the following:

Schedule of Inventories

3 unchanged sentences

Total Inventory

and Equipment

March 31, 2022 and December 31, 2021, property and equipment consisted of the following:

Property and Equipment

At June 30, 2022 and December 31, 2021, property and

equipment consisted of the following:

Schedule of property and equipment

7 unchanged sentences

Total Property and Equipment

and amortization expense of property and equipment for the three months ended March 31, 2022 and 2021 is $ 80,092 and $ 46,523 , respectively.

– Related Party

right of use (“ROU”) assets and operating lease liabilities are recognized at the lease commencement date.

Operating lease

liabilities represent the present value of lease payments not yet paid.

Operating right of use assets represent our right to use an underlying

asset and is based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs,

lease incentives, and impairment of operating lease assets.

To determine the present value of lease payments not yet paid, we estimate

incremental secured borrowing rates corresponding to the maturities of the leases.

Depreciation and amortization expense of property

and equipment for the six months ended June 30, 2022 and 2021 is $ 199,909 and $ 100,998 , respectively.

Leases – Related Party

Operating right of use (“ROU”) assets

and operating lease liabilities are recognized at the lease commencement date.

Operating lease liabilities represent the present value

of lease payments not yet paid.

Operating right of use assets represent our right to use an underlying asset and is based upon the

operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment

of operating lease assets.

To determine the present value of lease payments not yet paid, we estimate incremental secured borrowing rates

corresponding to the maturities of the leases.

We used the U.S.

Treasury rate of 0.36 % and 1.67 %

at March 31, 2022 and December 31, 2021, respectively.

Company’s office lease contains rent escalations over the lease term.

The Company recognizes expense for this office lease

on a straight-line basis over the lease term.

Additionally, tenant incentives used to fund leasehold improvements are recognized when

earned and reduce the Company’s right-of-use asset related to the lease.

These are amortized through the right-of-use asset as

reductions of expense over the lease term.

Company leases its office and warehouse facilities, and the land which are located at 3101 S US-1, Fort Pierce, Florida (the

“Property”) from Visconti Holdings, LLC.

Visconti Holdings, LLC is a single member LLC that holds the ownership of the

property, and its sole member is Joseph C Visconti, the CEO and majority shareholder of the Company.

The Company entered into the

lease on January 1, 2020, and as amended January 1, 2021, the lease has a term of five 5 years.

The current base rent payment is

$ 30,000 per month including property taxes and the lease required a $ 25,000 security deposit.

The base rent will increase

five percent (5%) on the anniversary of each annual term.

March 31, 2022 and December 31, 2021, supplemental balance sheet information related to leases were as follows:

Treasury rate of 0.36 % at June 30, 2022 and December 31, 2021.

The Company’s office lease contains rent escalations

over the lease term.

The Company recognizes expense for this office lease on a straight-line basis over the lease term.

Additionally,

tenant incentives used to fund leasehold improvements are recognized when earned and reduce the Company’s right-of-use asset related

to the lease.

These are amortized through the right-of-use asset as reductions of expense over the lease term.

The Company leases its office and warehouse

facilities, and the land which are located at 3101 S US-1, Fort Pierce, Florida (the “Property”) from Visconti Holdings,

Visconti Holdings, LLC is a single member LLC that holds the ownership of the property, and its sole member is Joseph C.

Visconti, the CEO of the Company and the CEO and majority shareholder of the Company’s parent company.

The Company entered

into the lease on January 1, 2020, and as amended January 1, 2021, the lease has a term of five 5 years.

The current base rent

payment is $ 30,000 per month including property taxes and the lease required a $ 25,000 security deposit.

The base rent

will increase five percent (5%) on the anniversary of each annual term.

At June 30, 2022 and December 31, 2021, supplemental

balance sheet information related to leases were as follows:

Schedule of leases supplemental balance sheet information

3 unchanged sentences

Non-current portion

March 31, 2022, future minimum lease payments under the non-cancelable operating leases are as follows:

At June 30, 2022, future minimum lease payments under

the non-cancelable operating leases are as follows:

Schedule of maturities of lease liabilities

Year Ending December 31,

2022 (excluding the three months ended March 31, 2022)

2022 (excluding the six months ended June 30, 2022)

Total lease payment

Less imputed interest

following summarizes other supplemental information about the Company’s operating lease:

The following summarizes other supplemental information about the Company’s

operating lease:

Schedule of operating lease cost

1 unchanged sentence

Weighted average remaining lease term (years)

Three Months Ended

Six Months Ended

Operating lease cost

Total lease cost

March 31, 2022 and December 31, 2021, accrued liabilities consisted of the following:

Accrued Liabilities

At June 30, 2022 and December 31, 2021, accrued liabilities

consisted of the following:

Accrued Liabilities

Accrued wages and benefits

5 unchanged sentences

Accrued operating expense

Payable – SBA EIDL Loan

April 22, 2020, the Company received an SBA Economic Injury Disaster Loan (“EIDL”) in the amount of $ 499,900 .

in response to the COVID - 19 pandemic.

The loan is a 30 -year loan with an interest rate

of 3.75 %, monthly payments of $ 2,437 to begin October 22, 2022, under the EIDL program, which is administered through the SBA.

Notes Payable – SBA EIDL Loan

On April 22, 2020, the Company received an SBA Economic

Injury Disaster Loan (“EIDL”) in the amount of $ 499,900 .

The loan is in response to the COVID - 19

The loan is a 30 -year loan with an interest rate of 3.75 %, monthly payments of $ 2,437 to begin October 22, 2022,

under the EIDL program, which is administered through the SBA.

Under the guidelines of the EIDL, the maximum term is 30 years;

however, terms are determined on a case-by-case basis based on each borrower’s

ability to repay and carry an interest rate of 3.75%.

The EIDL loan has an initial deferment period wherein no payments are due for thirty

months from the date of disbursement.

The EIDL loan may be prepaid by the Company at any time

prior to maturity with no prepayment penalties.

The proceeds from this loan must be used solely as working capital to alleviate

economic injury caused by the COVID-19 pandemic.

part of the EIDL loan, the Company granted the SBA a continuing security interest in and to any and all collateral to secure payment

and performance of all debts, liabilities and obligations of the Company to the SBA under the EIDL loan.

The collateral includes substantially

all tangible and intangible personal property of the Company.

summary of the minimum maturities of term debt follows for the years set forth below.

terms are determined on a case-by-case basis based on each borrower’s ability to repay and carry an interest rate of 3.75%.

EIDL loan has an initial deferment period wherein no payments are due for thirty months from the date of disbursement.

EIDL loan may be prepaid by the Company at any time prior to maturity with no prepayment penalties.

The proceeds from this loan must be

used solely as working capital to alleviate economic injury caused by the COVID-19 pandemic.

As part of the

EIDL loan, the Company granted the SBA a continuing security interest in and to any and all collateral to secure payment and performance

of all debts, liabilities and obligations of the Company to the SBA under the EIDL loan.

The collateral includes substantially all tangible

and intangible personal property of the Company.

A summary of the minimum maturities of term debt follows

for the years set forth below.

Schedule of Minimum Maturities

2026 and thereafter

Party Transactions

discussed in note 5, the Company has leased its facilities from a company owned by its CEO.

the three months ended March 31, 2022, and 2021, the Company received cash of $ 0 and $ 24,300 from its affiliate companies and

paid $ 0 and $ 15,808 to its affiliate companies, respectively.

three months ended March 31, 2022, and 2021, the Company recorded management fees of $ 13,500 and $ 10,500 , respectively, paid to its shareholder

parent company.

the year ended December 31 2021, the Company paid bills on behalf of our parent company.

At March 31, 2022 and December 31, 2021, due

from affiliated companies was $ 286,622 .

During the year ended December 31, 2021, our parent company funded certain expenditures which

resulted in advances from affiliated companies.

At March 31, 2022 and December 31, 2021, advances from affiliated companies included

in due to affiliated companies was $ 115,043 .

Approximately $ 93,000 of the balance is related to an equipment purchase, the remaining

balance was related to startup costs for our franchise business.

the three months ended March 31,2022, Twin Vee received a monthly fee of $ 5,850 to provide management services and facility utilization

This income for Twin Vee, and expense for Forza, has been eliminated in the condensed consolidated financial statements.

and Contingencies

certain conditions, the Company is obligated to repurchase new inventory repossessed from dealerships by financial institutions that

provide credit to the Company’s dealers.

The maximum obligation of the Company under such floor plan agreements totaled approximately

$ 5,361,000 and $ 4,273,258 as of March 31, 2022, and December 31, 2021, respectively.

The Company incurred no impact from repurchase

events during the three months ended March 31, 2022 and year ended December 31, 2021.

Company is currently involved in various civil litigation in the normal course of business none of which is considered material.

Stockholder’s

Stock Warrants

of March 31, 2022, the Company has outstanding warrants to purchase 3,000,000 shares of common stock issuable at a weighted-average

exercise price of $ 7.50 per share that were issued to the representative of the underwriters in connection with the IPO.

The representative’s

warrants are exercisable at any time and from time to time, in whole or in part, during the four- and one-half year period commencing

180 days from the effective date of the registration statement, which was July 23, 2021.

There was no warrant activity during the

quarter ended March 31, 2022.

Compensation Plan

Company maintains an equity compensation plan (the “Plan’) under which it may award employees, directors and consultants’

incentive and non-qualified stock options, restricted stock, stock appreciation rights and other stock-based awards with terms established

by the Compensation Committee of the Board of Directors which has been appointed by the Board of Directors to administer the plan.

number of awards under the Plan automatically increased on January 1, 2022.

As of March 31, 2022, there were 352,043 shares remaining

available for grant under this plan.

for Stock -Based Compensation

Compensation Expense - For the three ended March 31, 2022 and 2021, the Company recorded $ 320,505 and $ 0 , respectively, of

stock-based compensation expense.

Related Party Transactions

As discussed in note 5, the Company has leased its

facilities from a company owned by its CEO.

During the six months ended June 30, 2022, and 2021,

the Company received cash of $ 0 and $ 24,300 from its affiliate companies and paid $ 0 and $ 311,460 to its affiliate

companies, respectively.

During the six months ended June 30, 2022, and 2021,

the Company recorded management fees of $ 27,000 and $ 21,000 , respectively, paid to its shareholder parent company.

During the year ended December 31 2021, the Company

paid bills on behalf of our parent company.

At June 30, 2022 and December 31, 2021, due from affiliated companies was $ 286,622 .

the year ended December 31, 2021, our parent company funded certain expenditures which resulted in advances from affiliated companies.

At June 30, 2022 and December 31, 2021, advances from affiliated companies included in due to affiliated companies was $ 115,043 .

Approximately

$ 93,000 of the balance is related to an equipment purchase, the remaining balance was related to startup costs for our franchise business.

During the six months ended June 30,2022, Twin Vee

received a monthly fee of $ 5,850 to provide management services and facility utilization to Forza.

This income for Twin Vee, and expense

for Forza, has been eliminated in the condensed consolidated financial statements.

Commitments and Contingencies

Repurchase Obligations

Under certain conditions, the Company is

obligated to repurchase new inventory repossessed from dealerships by financial institutions that provide credit to the

Company’s dealers.

The maximum obligation of the Company under such floor plan agreements totaled approximately $ 6,922,000 or

39 units, and $ 4,273,000 or 24 units, as

of June 30, 2022, and December 31, 2021, respectively.

The Company incurred no impact from repurchase events during the six months

ended June 30, 2022 and year ended December 31, 2021.

The Company is currently involved in various civil

litigation in the normal course of business none of which is considered material.

Stockholder’s Equity

Common Stock Warrants

As of June 30, 2022, the Company had outstanding warrants

to purchase 150,000 shares of common stock issuable at a weighted-average exercise price of $ 7.50 per share that were issued

to the representative of the underwriters on July 23, 2021 in connection with the Company’s initial public offering that closed

on July 23, 2021 (the “IPO”).

The representative’s warrants are exercisable at any time and from time to time, in whole

or in part, and expire on July 20, 2026.

There was no warrant activity during the six months ended June 30, 2022.

Equity Compensation Plan

The Company maintains an

equity compensation plan (the “Plan’) under which it may award employees, directors and consultants’ incentive and non-qualified

stock options, restricted stock, stock appreciation rights and other stock-based awards with terms established by the Compensation Committee

of the Board of Directors which has been appointed by the Board of Directors to administer the plan.

The number of awards under the Plan

automatically increased on January 1, 2022.

As of June 30, 2022, there were 377,090 shares remaining available for grant under this plan.

Accounting for Stock -Based Compensation

Stock Compensation Expense - For

the six months ended June 30, 2022 and 2021, the Company recorded $ 526,723 and $ 0 , respectively, of stock-based compensation expense.

Stock Options .

Under the Company’s 2021 Stock Incentive Plan the Company has issued stock options.

A stock option grant gives

the holder the right, but not the obligation to purchase a certain number of shares at a predetermined price for a specific period of

The Company typically issues options that vest pro rata on a monthly basis over various periods.

Under the terms of the Plan, the

contractual life of the option grants may not exceed ten years.

Company utilizes the Black-Scholes model to determine fair value of stock option awards on the date of grant.

The Company utilized the

following assumptions for option grants during the three months ended March 31, 2022:

A stock option grant gives the holder the right,

but not the obligation to purchase a certain number of shares at a predetermined price for a specific period of time.

The Company typically

issues options that vest pro rata on a monthly basis over various periods.

Under the terms of the Plan, the contractual life of the option

grants may not exceed ten years.

The Company utilizes the

Black-Scholes model to determine fair value of stock option awards on the date of grant.

The Company utilized the following assumptions for

option grants during the six months ended June 30, 2022:

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

Three months Ended

Six months Ended

Expected term

2 unchanged sentences

Risk-free interest rate

expected volatility of the option is determined using historical volatilities based on historical stock price of comparable boat manufacturing

The Company estimated the expected life of the options granted based upon historical weighted average of comparable boat manufacturing

The risk-free interest rate is determined using the U.S.

Department of the Treasury yield curve rates with a remaining term

equal to the expected life of the option.

The expected volatility of the option is determined

using historical volatilities based on historical stock price of comparable boat manufacturing companies.

The Company estimated the expected

life of the options granted based upon historical weighted average of comparable boat manufacturing companies.

The risk-free interest

rate is determined using the U.S.

Department of the Treasury yield curve rates with a remaining term equal to the expected life of the

The Company has never paid a dividend, and as such the dividend yield is 0.0 %

Schedule of Expected Volatility Of Option

Options Outstanding

Weighted Average

1 unchanged sentence

Remaining life

Exercise Price

Outstanding, December 31, 2021

December 31, 2021

Forfeited/canceled

Outstanding, March 31, 2022

Exercisable options, March 31, 2022

March 31, 2022, 768,794 options are unvested and expected to vest over the next five years.

the three months ended March 31, 2022, three individual customers had sales of over 10% of

our total sales, and combined these three customers represented 62 % of total sales.

During the three months end March 31, 2021,

three individual customers had sales of over 10% of our total sales, and combined these three customers represented 41 % of total

Company reports segment information based on the “management” approach.

The management approach designates the internal reporting

used by management for making decisions and assessing performance as the source of the Company’s reportable segments.

Company reported its financial performance based on the following segments:

June 30, 2022

options, June 30, 2022

At June 30, 2022, 663,427 options are unvested and

expected to vest over the next five years.

Major Customers

During the six months ended June 30, 2022, three individual

customers had sales of over 10% of our total sales, and combined these three customers represented 46 %

of total sales.

During the six months end June 30, 2021, five individual customers had sales of over 10% of our total sales, and combined

these five customers represented 64 % of total sales.

Net (Loss) Income Per Share

Basic net loss per share has been computed on the

basis of the weighted average number of shares of common stock outstanding.

Diluted net loss per share of common stock has been computed

on the basis of the weighted average number of shares outstanding plus equivalent shares of common stock assuming exercise of stock options.

Potential shares of common stock that have an anti-dilutive effect (i.e., those that share or decrease loss per share) are excluded from

the calculation of diluted net loss per share of common stock.

Basic and diluted loss per common share have been

computed based on the following for the periods ending June 30, 2022 and June 30, 2021:

Schedule of Basic and diluted loss

for basic and diluted net (loss) income per share:

(loss) income

$ ( 1,730,099 )

basic net (loss) income per share - weighted average common shares outstanding

of dilutive stock options

diluted net (loss) income per share - weighted average common shares outstanding

(loss) income per share -Basic:

(loss) income per share

(loss) income per share - Diluted:

(loss) income per share

For the periods ending June 30, 2022 and June 30,

2021, all potentially dilutive securities were antidilutive.

The Company reports segment information based on the

“management” approach.

The management approach designates the internal reporting used by management for making decisions and

assessing performance as the source of the Company’s reportable segments.

The Company reported its financial performance based

on the following segments:

Gas-powered Boats, Franchise and Electric Boats.

Company evaluates the performance of its reportable segments based on net sales and operating income.

Net sales for business segments

are generally based on the sale of boats and the sale of franchises.

Operating income (loss) for each segment includes net sales to third

parties, related cost of sales and operating expenses directly attributable to the segment.

Operating income for each segment excludes

other income and expense.

The Company does not include intercompany transfers between segments for management reporting purposes.

following table shows information by reportable segments for the three months ended March 31,2022 and 2021:

The Company evaluates the performance of its reportable

segments based on net sales and operating income.

Net sales for business segments are generally based on the sale of boats and the sale

of franchises.

Operating income (loss) for each segment includes net sales to third parties, related cost of sales and operating expenses

directly attributable to the segment.

Operating income for each segment excludes other income and expense.

The Company does not include

intercompany transfers between segments for management reporting purposes.

The following table shows information by reportable

segments for the three and six months ended June 30, 2022 and 2021:

Reconciliation of Operating Profit (Loss) from Segments to Consolidated

For the Three Months Ended June 30, 2022

Gas-Powered Boats

2 unchanged sentences

Operating expense

(Loss) from operations

(Loss) Income from operations

Total Other (expenses) income

Net income (loss)

$ ( 599,931 )

$ ( 538,782 )

For the Three Months Ended June 30, 2021

Gas-Powered Boats

Electric Boat and Development

Cost of products sold

Operating expense

Income from operations

Net income (loss)

For the Six Months Ended June 30, 2022

Gas-Powered Boats

Electric Boat and Development

Cost of products sold

Operating expense

Income from operations

( 1,081,813 )

( 1,520,132 )

For the Three Months Ended March 31, 2021

$ ( 553,724 )

$ ( 1,114,222 )

$ ( 1,730,099 )

For the Six Months Ended June 30, 2021

Gas-Powered Boats

3 unchanged sentences

Income from operations

and equipment, net classified by business were as follows:

Net income (loss)

$ ( 100,548 )

Property and equipment, net classified by business

were as follows:

Schedule of Segment Reporting Information, by Segment

1 unchanged sentence

Electric-Boats

evaluated all additional events subsequent to the balance sheet date through to May 10, 2022, the date the condensed consolidated financial

statements were available to be issued, and determined the following items:

April 28, 2022, Twin Vee and Forza requested a release and termination of our vacant land contract.

This contract provided us with an

option to acquire 14.5 acres of undeveloped land in Fort Pierce, Florida.

On December 6, 2021, the Company paid a refundable deposit

on the land purchase agreement.

It has since been determined that the cost associated with building on that site is prohibitive and the

Company is looking for a new site to build the Forza factory.

Subsequent Events

The Company has evaluated all event or transactions

that occurred after June 30,2022 through August 10, 2022, which is the date that the condensed consolidated financial statements were

available to be issued.

During this period, there were no material subsequent events requiring recognition or disclosure, other than the

ones described below.

On July 28, 2022, Forza X1 received notice that the

North Carolina Economic investment committee has approved a Job Development Investment Grant (“JDIG”) providing for reimbursement

to us of up to $ 1,367,100 over a twelve-year period of expenses we incur to establish a new manufacturing plant in McDowell County, North

The receipt of grant funding is conditioned upon Forza X1 investing over $ 10.5 million in land, buildings and fixtures, infrastructure

and machinery and equipment by the end of 2025 and Forza X1 creating as many as 170 jobs.

There can be no assurance that Forza X1 will

meet the conditions necessary to receive the grant funding.

Forza X1 is currently in negotiations for a new site to build the Forza factory

in North Carolina.

There can be no assurance that the negotiations will be successful.

On August 11, 2022, Forza X1 announced the pricing

of its initial public offering of 3,000,000 shares of its common stock at a public offering price of $ 5.00 per share, for aggregate gross

proceeds of $ 15,000,000 prior to deducting underwriting discounts and other offering expenses.

In addition, Forza X1 has granted the underwriters

a 45-day option to purchase up to an additional 450,000 shares of common stock at the public offering price less discounts, to cover over-allotments.

The initial public offering is scheduled to close on August 16, 2022, subject to customary closing conditions.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements