Form 424B4 Hour Loop, Inc

This
prospectus contains forward-looking statements. Specifically, forward-looking statements may include statements relating to:

These
forward-looking statements are based on information available as of the date of this prospectus and current expectations, forecasts and
assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied
upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements
to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws.

As
a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from
those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

We
are responsible for the disclosure in this prospectus. However, this prospectus includes industry data that we obtained from internal
surveys, market research, publicly available information and industry publications. The market research, publicly available information
and industry publications that we use generally state that the information contained therein has been obtained from sources believed
to be reliable. The information therein represents the most recently available data from the relevant sources and publications and we
believe remains reliable. We did not fund and are not otherwise affiliated with any of the sources cited in this prospectus. Forward-looking
information obtained from these sources is subject to the same qualifications and additional uncertainties regarding the other forward-looking
statements in this prospectus.

We
own or have rights to trademarks or trade names that we use in connection with the operation of our business, including our corporate
names, logos and website names. In addition, we own or have the rights to copyrights, trade secrets and other proprietary rights that
protect the content of our products and the formulations for such products. This prospectus may also contain trademarks, service marks
and trade names of other companies, which are the property of their respective owners. Our use or display of third parties’ trademarks,
service marks, trade names or products in this prospectus is not intended to, and should not be read to, imply a relationship with or
endorsement or sponsorship of us. Solely for convenience, some of the copyrights, trade names and trademarks referred to in this prospectus
are listed without their ©, ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights
to our copyrights, trade names and trademarks. All other trademarks are the property of their respective owners.

This
summary highlights certain information about us, this offering, and selected information contained in this prospectus. This summary is
not complete and does not contain all of the information that you should consider before deciding whether to invest in our common stock.
For a more complete understanding of the Company and this offering, we encourage you to read and consider the more detailed information
in this prospectus, including “Risk Factors” and the financial statements and related notes. Unless the context otherwise
requires, “Hour Loop,” “we,” “us,” “our,” or “the Company” refers to “Hour
Loop, Inc.,” a Delaware corporation, and its consolidated subsidiaries.

Unless
otherwise noted, the share and per share information in this prospectus reflects (i) a forward stock split of the outstanding
common stock of the Company at a four point four-four for one (4.44-for-1) ratio, which was effected on September 27, 2021 and (ii)
a reverse stock split of the outstanding common stock of the Company at a zero point seventy-five for one (0.75-for-1) ratio, which was
effected on December 3, 2021.

Overview

Our
Business

We
are an online retailer engaged in e-commerce retailing in the U.S. market. We have operated as a third-party seller on www.amazon.com
since 2013. We have also sold merchandise on our website at www.hourloop.com since 2013. We expanded our operations to www.walmart.com
in October 2020. To date, we have generated practically all of our revenue as a third-party seller on www.amazon.com and only
a negligible amount of revenue from our operations on our website at www.hourloop.com and as a third-party seller on www.walmart.com.
We manage more than 100,000 stock-keeping units (“SKUs”). Product categories include home/garden décor, toys, kitchenware,
apparels, and electronics. Our primary strategy is to bring most of our vendors product selections to the customers. We have advanced
software that assists us in identifying product gaps so we can keep such products in stock year-round including the entirety of the last
quarter (holiday season) of the calendar year (“Q4”). In upcoming years, we plan to expand our business rapidly by increasing
the number of business managers, vendors and SKUs.

Our
Financial Position

For the fiscal years ended December
31, 2020 and 2019, we generated revenues of $38,655,264 and $26,564,693, respectively, and reported net income of $3,825,389 and
loss of $(424,583), respectively, and cash flow from operating activities of $3,824,729 and cash flow used by operating
activities of $(517,933), respectively. For the nine months ended September 30, 2021 and 2020, we generated revenues
of $31,391,254 and $17,466,081, respectively, and reported net income of $2,268,511 and $1,238,523, respectively,
and cash flow from operating activities of $1,664,907 and $910,956, respectively. As noted in our consolidated financial
statements, as of September 30, 2021, we had retained earnings of $139,434.

Business
Model

There
are three main types of business models on Amazon: wholesale, private label and retail arbitrage. Our business model is wholesale, also
known as reselling, which refers to buying products in bulk directly from the brand or manufacturer at a wholesale price and making a
profit by selling the product on Amazon. We sell merchandise on Amazon and the sales are fulfilled by Amazon. We pay Amazon fees for
allowing us to sell on their platform. Our relationship with Walmart is also similar. We pay Walmart fees for allowing us to sell our
merchandise on their platform. As stated above, to date, we have generated only a negligible amount of revenues as a third-party seller
on www.walmart.com.

The
advantages of selling via a wholesale model:

The
challenges of selling via a wholesale model:

Market
description/opportunities

Total
retail sales increased 6.9% to $4.04 trillion in 2020 from $3.78 trillion in 2019. Consumers spent $861.12 billion online with U.S. merchants
in 2020, which is around 21.3% of total retail sales for 2020, compared to 15.8% for 2019.

Amazon
accounted for nearly a third of all e-commerce in the United States. With a more than 5% gain in e-commerce penetration for U.S. retail
sales in 2020, we anticipate a larger market in the upcoming years.

Formation
and Management

We
were originally incorporated under the laws of the State of Washington on January 13, 2015. However, we converted from a Washington corporation
to a Delaware corporation on April 7, 2021. The company
was founded in 2013 by Sam Lai and Maggie Yu. With their vision, leadership, and software development skills, the company grew rapidly.
From 2013 to 2020, sales grew from $0 to $38,655,264.

Competitive
advantage

Among
9.7 million sellers on Amazon, we believe we have two main competitive advantages. First, we have strong operations and sales teams experienced
in listing, shipment, advertising, reconciliation and sales. By delivering high quality results and enhancing procedures through the
process, our teams are competitive. Second, we believe our proprietary software system gives us an advantage over our competition. The
system is highly customized to our business model; it collects and processes large amounts of data every day to optimize our operation
and sales. Through advanced software, we can identify product gaps and keep them in stock all year round.

With
respect to our advertising strategy, we advertise those products that we estimate will have greater demand based on our experience. This
lets us allocate our advertising budget in a fashion that delivers positive value. We advertise our products on Amazon. We allocate our
advertising dollars prudently. This is accomplished by advertising items that deliver the most return for our advertising spending. We
monitor the items being advertised by our competitors. On the operations side, we constantly refine our processes based on learnings
from historical data. The combination of managing the business operations effectively along with allocating our advertising budget to
high value items allows us to grow profitably. In cases, where the advertising is fierce, we allocate the spending appropriately. Our
strategy for competing with larger competitors is to monitor their pricing and not compete with them when their pricing is low or at
a loss. Competitors sell at low prices or at a loss due to a variety of reasons, including, but not limited to, their desire to liquidate
inventory or achieve short term increase in revenue. During these times, we avoid matching their prices. This strategy allows us to stay
profitable.

Historical
Performance

Our
year end gross revenues and net profits from 2013 through 2020 is presented in the table below:

In
2019, approximately 100% of our revenue was through or with the Amazon sales platform and in 2020, 100% of our net revenue was through
or with the Amazon sales platform.

Pricing
Strategy and Policies

In
an ideal world, we would like to price our products at key stone pricing or double wholesale cost. However, we operate in a hyper competitive
environment and we must stay competitive. Therefore, we must draw a good balance between gross margin and revenue. Our main objectives
focus on increasing volume and maximizing profits, which is achieved with a customized auto pricing system we developed internally, in
combination with well-trained business managers’ judgment on pricing skills as well as constant monitoring. One principal feature
of the pricing system is that it automatically syncs public data of competing offers from Amazon regularly, so business managers can
make price settings and adjustments based on accurate data, and thus be able to set optimal selling prices for products. In addition,
the system is constantly improved with new features and optimizations.

At
a high level, our automated pricing tool helps us stay competitive while our business managers mainly focus on increasing gross margins.
Our proprietary repricing tool analyze sales trend, projected sales, inventory age, inventory cost, potential profits, FBA fees, competing
offers, and seasonality and determines an urgency level, then depending on the level of urgency, it automatically adjusts prices accordingly.

Business
managers, after establishing the bases for prices, begin to develop pricing strategies for each product while taking the current market
conditions, company goals (ex: increasing short-term or long-term profits) and strategies into consideration. Furthermore, business managers
consider different marketing segments such as costs and competitions in order to develop effective pricing strategies and policies.

The
following subsections provide more insight into various pricing strategies we have developed over the years. Our internal training mainly
focuses on competition-based pricing policy and value-based pricing policy.

Buy
Box on amazon.com is the top right section on a product page where customers can directly add items to their shopping carts. Since many
sellers on amazon.com can sell the same product, they must compete to “win the Buy Box” for a certain product. Winning the
Amazon Buy Box simply means that you were chosen for the Buy Box placement. When you win this placement, customers have a button to directly
add your product to their carts, giving you an advantage over competing sellers. For a seller to be eligible for the Buy Box, they must
meet a set of performance-based requirements including order defect rate, customer shopping experience, time and experience on the Amazon
selling platform, and status as a professional seller.

Overview
of Market & Competition

According
to Marketplace Pulse, U.S. e-commerce grew 32% in 2020 to reach $790 billion, up from $598 billion the year before. According to the
Department of Commerce, e-commerce represented 14% of total retail spending, a significant increase from 11.3% in 2019.

For
the past ten years, e-commerce in the U.S. grew, on average, 15% year-over-year. In 2020, the market reached a total sales figure it
would have otherwise gotten to in 2021. Thus, two years of e-commerce growth in one year.

According
to Marketplace Pulse, Amazon was one of the big winners in the fourth quarter, a record quarter with nearly $250 billion in e-commerce
spending. While during the first two quarters boosted by the pandemic – Q2 and Q3 – it grew at or below the overall U.S. e-commerce growth
rate. In the fourth quarter, Amazon grew faster than the market (based on a naive comparison of its reported North America segment growth).
Its fulfillment capacity allowed the company to be more confident with deliveries than its main rivals.

Target
market size

Total
Addressable Market

As
an e-commerce company retailing in the U.S. market, our total addressable market covers all U.S. residents with Internet access, where
segmentally includes repeat customers and new customers to online shopping every year.

Growth
of E-commerce vs. Total Retail Sales

According
to the U.S. Department of Commerce data, the e-commerce’s share of total retail sales has steadily been on the rise, where total
volume increased by an incredible 44% of year-over-year growth. The total retail sales increased by 6.9% to $4.04 trillion from 2019
to 2020, and all growths came from the e-commerce sales. Consumers spent $861.12 billion online with U.S. merchants in 2020, which is
around 21.3% of total retail sales for the year compared to 15.8% in 2019. The strong growth of U.S. online spending shows the future
potential of our target market size. The U.S. e-commerce sales accounted for more than 20% of total retail sales in 2020, and Amazon
represented one-third of the total.

Growth
of Amazon Prime Members

In
2020, Amazon had over 140 million Prime Members in the U.S., and we were seeing continuous year-over-year growth over the past years.
The number of Amazon Prime users in the U.S. is forecasted to reach more than 153 million by 2022, with 3% annual growth.

Operational
advantages

According
to Marketplace Pulse, Hour Loop is one of the top 100 third-party sellers on U.S. Amazon. In 2019 there were only 18,000 sellers, out
of 2,700,000 (or 0.67%) that exceeded $1 million in annual sales. Our sales in 2019 were $26.6 million.

Automation

We
developed a proprietary software that is tailor made to all our operational needs. This includes managing order review process, shipment
managements, inventory management, accounting, and complete end-to-end third-party integrations. This allows us to scale, reduce cost,
and improve quality.

Profitability
Management

We
have experienced operations managers tracking team performances with key performance indicators. We have departments specializing in
logistic costs, advertising, marketing, and product management. We hold monthly process reviews to identify early red flags and look
for areas to optimize. Each quarter we set increasingly difficult bars both to grow gross margin and further reduce expenses.

Continuous
Process Optimization

In
order to improve operating efficiencies, we have effective process optimization adapting to the changing policies of the e-commerce marketplace.
We continuously analyze our performance based on data. We conduct pricing, inventory planning and profitability analysis using this data.
This analysis provides us with insights on the processes that add the most value. Using these insights, we develop guidelines that help
us improve our operations. These guidelines are incorporated into our operations which include (but are not limited to), identifying
and ordering at optimal inventory levels, managing merchandise storage costs, optimizing transit times, and pricing at appropriate levels.
Our operations staff follows these guidelines which help them perform optimally. By continuously analyzing data, we are able to find
insights for improving our business. This drives continuous process optimization and its implementation into our operations. In addition,
our proprietary software allows us to continually accelerate process effectiveness based on specific requirements. Over time, our system
eliminates unnecessary procedures that could be replaced by an advanced algorithm. For instance, we simplify Fulfillment by Amazon (“FBA”)
shipments process through application programming interface (“API”) integration. Our self-developed system also tracks insightful
analysis of our profitability, clearer visualizes the drivers and optimums to better manage operational costs. We monitor operational
parameters that drive our business and proactively try to optimize them. These include fine tuning our item selection, managing our inventory
levels, estimating demand and pricing to maximize our profitability.

Data-Driven
Approach

We
make decisions based on analysis and interpretation of the data sets rather than observations over the market trend. By standardizing
processes and combine data-driven management, we can ensure the organization maintains consistency that is high quality. Our business
managers use historical data and sales projection provided by our proprietary software to find potential product gaps and keep products
in stock all year round. This advantage enables powerful predictive insights in correlating real-time data with past sales patterns.

Training
Programs

Our
effective training programs accelerates employees’ professional development and enables the company to hire new graduates or people
without experience. Our training programs are very task-specific and we continually improve the materials in order to fit new industry
needs. Other than the training material, we assign mentors to evaluate and monitor trainees’ performance at each stage of the training
program.

Task
Generalization

By
generalizing each task with a standard process, we are able to shift assignments at regular intervals in order to find the most suitable
employee for each specific task. Moreover, business managers are also able to rotate the vendors they manage easily. This allows our
organization to effectively and consistently manage a vendor when a key employee who previously managed such vendor is no longer with
the company. In addition, the task generalization allows the company to hire remote teams to further reduce labor costs.

Multicultural
Management

We
have a multicultural management team that is linguistically and culturally diverse in order to make judgments from different perspectives.
Our remote teams in Taiwan and the Philippines provide diverse professional insights on specific tasks.

Technological
advantages

Our
software architecture was designed from the ground up to be scalable, secured, and easily extensible. By using JRuby on Rails, we can
make use the best parts of Java, Ruby, and Rails without paying for their disadvantages. For example, we can use the massive collections
of Java library, portability, speed, multi-threading, and maturity, but we do not have to be tied down with verbose code and strict typing.
Rails allow us to quickly build web pages and integrate both the frontend and the backend. The application runs on Amazon Web Services
(“AWS”) and can be easily scaled up to as many hosts as needed. It is accessible from a browser, so there is no need to setup
or install anything on the client-side.

Cost
advantage

Access
to Low Product Costs

We
lower our product average costs by direct import items that have high volume, purchasing in bulk with better prices, and negotiating
discounts or rebates over increased purchase volume every year. Our strong growth of purchase every year allows us to negotiate better
discounts than the rivals. Therefore, we have the cost advantages to compete at low prices.

Efficient
Processes and Technologies

Our
proprietary software allows us to tailor make tools based on our specific use cases and leverage technologies to greatly reduce manual
operations. We also saved the expense of using third-party software in managing inventory, orders, product listings, and especially the
advertising analytic tool. In fact, our search engine optimization allows us to have Advertising Cost of Sales (“ACoS”) significantly
lower than the industry average of 27.59% in 2020.

Low
Distribution and Logistic costs

We
saved the cost of managing the warehouse, shipping, and product distribution as we are enrolled in Amazon’s FBA program. The program
allows us to reduce fixed costs of the physical assets and quickly scale up the business without thinking much about infrastructure complexity.
Apart from using the FBA program, we also use FedEx, Amazon partnered carrier, Amazon Freight, and Amazon Global Logistics to reduce
expense. The competitive shipping rates we secured provide us a cost-efficient way to deliver shipments from overseas and domestic to
Amazon warehouse.

Efficiently
Managed Operations

We
have a good management structure within the firm and a data-driven system that allows employees to manage tasks quickly and cost-efficiently.
According to the CSI Market, the average annual revenue per employee of the retail industry in 2020 is $429,920, whereas in our company
it is $644,254. Our revenue per employee is also higher than the industry rivals, such as Amazon $483,789, Walmart $238,165, and Costco
$654,308. While our employees on average brought in higher revenues, our annual labor cost per employee is relatively low at less than
$30,000 per year.

Reduced
Labor Costs

Our
labor cost is below 5% of our revenue. We leverage third-party logistic companies to forward or prep our shipments to Amazon, which reduces
our logistic operation labor costs. We also worked with labor outsourcing partner located in Philippines. They provide virtual assistants
to help us with data entries and repetitive work, which is a very cost-effective way to do a lot of grunt work.

List
of key competitors by market size/share

Our
key competitor is Amazon Retail. Amazon Retail frequently buys from the same brands we sell and sells them at a loss. Amazon Retails
offers can be identified by the “Sold by Amazon” tag on Amazon’s site, and they are formed by the two components: 1)
Amazon Vendor Central and 2) Sold by Amazon program. We do not consider other third-party sellers as key competitors, because none of
them represent enough market share to influence sales outcome. The addressable market is incredibly vast, thus we believe there are plenty
of opportunities for everyone.

Amazon
Vendor Central

Amazon
Vendor Central allows manufacturers and brand owners to sell directly to Amazon as a first-party seller. This is one of the key competitive
factors as Amazon usually buys bulk from the brands and sells at a very low price, which leads to hyper-competitive pricing. On pricing
control, Amazon does not always follow the Minimum Advertised Pricing guidelines from manufacturers, which also puts us at a disadvantage
when selling the same products.

Sold
by Amazon Program

With
the rise of e-commerce platforms, Amazon is looking for opportunities to attract customers away from its retail store rivals. In 2019,
they rolled out a new program entitled Sold by Amazon (“SBA”) to help sellers grow their business. This program gives brand
owners the control of inventory management and listings with Amazon having the authority to constantly monitor and change the price to
make sure customers are getting the best deals. Once the products are enrolled in the SBA program, Amazon will set the Minimum Gross
Proceeds (“MGP”) to pay sellers the lowest possible amount on each unit sold. This new program is another threat to our company
as Amazon is the one taking control of pricing, and they set the price very low in order to compete with competitors’ low price
strategy.

Strengths
and weaknesses of each competitor

Strengths
of Sold by Amazon

First,
ship from and Sold by Amazon creates competition for potential customers who prefer to buy products from Amazon rather than a third-party
seller. Secondly, Amazon monitors and manages pricing which makes the product price range at a highly competitive level. In fact, the
chance of Amazon winning buy box is even higher as they have the best deal for customers. Finally, Amazon is not restricted by its policy
to third-party sellers. One of the critical policies is the restock limit. Amazon limits certain items restock quantities based on recent
sales activity, and this affects the in-stock rate of popular items that needs a greater volume.

Weaknesses
of Sold by Amazon

As
Amazon focuses on sales more than relationships with vendors, they do not follow vendors’ Minimum Advertised Pricing (“MAP”)
strictly. We believe this has led to the devaluation of brands and will have a negative impact on building a long-term relationship with
the vendors. Once the vendor hands over their price control to Amazon, we believe it is unlikely for them to sell at their original target
price further, and it influences their offline sales. And in fact, it makes a huge difference in profitability to both Amazon and the
vendor when reacts to the competitive pricing changes.

Apart
from the weaknesses of business relationships, we believe Amazon also has disadvantages in the niche marketplaces, where product offerings
are narrower and more personalized. As a third-party seller, we cooperate with vendors in developing custom projects that bring product
differentiation and scarcity effect. However, we believe Amazon only concentrates on the masses, which gives them the deficiency of having
products that are targeted in certain market segments.

List
potential substitute products that pose a credible threat to Company’s product

No
potential substitute products would pose a credible threat to our company as we have developed a wide product diversification.

As
a company that focus on reselling wholesale products, we have the resilience to find substitution of products or brands. We established
product diversification by managing wide range of SKUs and continually expand our product categories. Our business strategy allows us
to mitigate risk and generate significant profit by selling low volumes items diversified across a large variety of products.

In
contrast, private labels sellers manage small number of SKUs that have large volumes in return with higher profit per unit. However,
private labels have much higher risk when experiencing stagnant or declining sales as they would have lower capability to find sales
replacements that are already established.

Strength
of barriers to entry – risk of entry by additional competitors or alliances

Strength
of Barriers to Entry

Higher
Capital, Low Margin: Selling online is general low margin, but it requires high capital investment in order to purchase goods and
run advertising.

Product
Differentiation: Our proprietary software allows us to manage a huge number of SKUs. This allows us to participate in profitable
long-tail products in addition to well-known popular ones. The turnover rate for long-tail products is slow, so newcomers are not likely
to enter. It also requires a sophisticated system to manage. Furthermore, vendor relationships do not happen overnight.

Advanced
System: We have already developed a highly sophisticated system which has been refined over time to become highly effective. Even
if a new entrant has a team of the best software engineers in the world, it will still take them many years to refine their system. There
is a myriad of intricacies as to the effectiveness of a system. Even if the new entrants have the system built, it will still take them
years to collect historical sales data. By the time new entrants have done all that, our system would have continued to mature. This
means we would be able to manage more SKUs more profitably with lower costs.

Risk
of Entry- Potential Entrants

Vendor
Vertical Integration: A vendor may forward integrate into the e-commerce marketplace in order to directly engage with their online
customers.

Multichannel
E-commerce: There is a chance of established online retail firms such as sellers on eBay, Walmart, and Etsy expanding their business
to the Amazon marketplace.

Brick-and-Mortar:
As the online retail is growing and offline retail is contracting, there are more brick-and-mortar stores migrating from offline
to online.

Improving
Sales of Popular Items and Securing the Inventories Without Paying Higher Storage Fees By Engaging the Services of Third Party
Warehouses

As a retailer our success is
heavily influenced by the inventory control of our suppliers (vendors). However, many of our suppliers are having difficulties to maintain
their stock level due to various reasons, such as the shortage of shipping containers, lack of labor, or disruption in manufacturing.
The situation exacerbates during the pandemic and in peak season. In order to secure the inventories, we start to order large quantities
of popular items or buying them out to store in the Amazon fulfillment center (“FC”). However, the monthly storage fee of
Amazon FC in peak season (Q4) is 3.5 times higher than normal season, which puts pressure on our profits. To maintain the balance of
inventory level and margins, we are currently contracting the warehousing services of third-party warehouses, including, Rahl
Distribution, Inc., Rite Prep Shipping, 3Plzen, Carolina Prep & Ship, and West FBA to support our overall stock planning
process. By doing this, we can improve sales by preventing popular items from going out of stock, since we had secured adequate inventories
ahead of time. Furthermore, we can also avoid paying higher Amazon storage fees in Q4.

Growth
Objectives Outline

In
2021, we plan to grow the number of suppliers from 226 to 300, the number of business managers from 20 to 50, the number of active SKUs
from 42k to 60k, and the number of total employees from 60 to 120. In 2022, we plan to grow the number of suppliers to 650, the number
of business managers to 200, the number of active SKUs to130k, and the number of total employees to 250. In 2023, we plan to grow the
number of suppliers to 1,200, the number of business managers to 350, the number of active SKUs to 200k, and the number of total employees
to 500. In 2024, we plan to grow the number of suppliers to 2000, the number of business managers to 600, the number of active SKUs to
300k, and the number of total employees to 900. We believe in order to be successful in the long-term, we must invest in talents.

New
business managers are the key to growth, they are analogous to new stores in a traditional brick and mortar retail business. Although
the return on investment is extremely high over the long-term when investing in people, initially the return is very low or even negative.
Therefore, as we continue to fuel the rapid growth, we will need to increase the number of people faster than the growth. We anticipate
that ratio to improve when we reached critical mass of highly proficient business managers from the new hires.

Market
and Supplier Development – Establishing a Vendor Acquisition Team

In
order to continue growing at a rapid pace, we must onboard new vendors at scale. We anticipate establishing a vendor acquisition team
dedicated to onboarding new vendors would drastically improve our vendor acquisition success rate. This team would specialize in the
skills required to convince vendors to sell us their goods. Currently, this is being done by individual business managers with varying
skill levels. The success rate by the individual business managers varies. Establishing this new team should ensure more consistency,
so we can better plan for the future. The team would consist of three to five executive managers who are responsible for researching
and contacting potential vendors. Furthermore, on a monthly basis, the team would be reviewing the lists of potential vendors who are
not yet collaborating with us and reach out to them to reconnect. The objective of the vendor and supplier team is to on board 150 vendors
per year and increasing our product range as well as diversifying our product categories.

COVID-19

Our
business, results of operations, and financial condition may be materially adversely impacted if a public health outbreak, including
the recent COVID-19 pandemic, interferes with our ability, or the ability of our employees, contractors, suppliers, and other business
partners to perform our and their respective responsibilities and obligations relative to the conduct of our business.

The
COVID-19 pandemic has adversely affected and may continue to adversely affect the economies and financial markets worldwide, resulting
in an economic downturn that could impact our business, financial condition and results of operations. As a result, our ability to fund
through public or private equity offerings, debt financings, and through other means at acceptable terms, if at all, may be disrupted,
in the event our financing needs for the foreseeable future are not able to be met by our balances of cash, cash equivalents and cash
generated from operations.

In
addition, the continuation of the COVID-19 pandemic and various governmental responses in the United States has adversely affected and
may continue to adversely affect our business operations, including our ability to carry on business development activities, restrictions
in business-related travel, delays or disruptions in our on-going projects, and unavailability of the employees of the Company or third
parties with whom we conduct business, due to illness or quarantines, among others. Our business was negatively impacted by disruptions
in our supply chain, which limited our ability to source merchandise, and limits on products fulfillment placed by Amazon. For example,
we may be unable to launch new products, replenish inventory for existing products, ship into or receive inventory in our third-party
warehouses in each case on a timely basis or at all. The extent to which COVID-19 could impact our business will depend on future developments,
which are highly uncertain and cannot be predicted with confidence, and will depend on many factors, including the duration of the outbreak,
the effect of travel restrictions and social distancing efforts in the United States and other countries, the scope and length of business
closures or business disruptions, and the actions taken by governments to contain and treat the disease. As such, we cannot presently
predict the scope and extent of any potential business shutdowns or disruptions. Possible effects may include, but are not limited to,
disruption to our customers and revenue, absenteeism in our labor workforce, unavailability of products and supplies used in our operations,
shutdowns that may be mandated or requested by governmental authorities, and a decline in the value of our assets, including various
long-lived assets.

Bank
of America Loan

On June
18, 2019, the Company issued a Promissory Note (the “BofA Note”) in the amount of $785,000 to Bank of America (the “Lender”)
for a loan in the amount of $785,000. The BofA Note matures on June 18, 2024 and bears interest at a rate of 8.11% per annum. The monthly
payment is $15,963, consisting of $11,398 of principal and $4,565 of interest. As of July 23, 2021, the aggregate principal amount of
the BofA Note outstanding is $0. As of January 3, 2022, there is an outstanding balance of deferred interest of $27,996.

PPP
Loan

On
April 7, 2020, the Company issued a Promissory Note (the “Note”) in the amount of $27,012 under the Paycheck Protection Program
(“PPP”) to JP Morgan Chase Bank, N.A. (the “Lender”). The PPP, established as part of the Coronavirus Aid, Relief,
and Economic Security Act (the “CARES Act”), which was enacted March 27, 2020, provides for loans to qualifying businesses
for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The Note matures on April 7, 2022 and
bears interest at a rate of 0.98% per annum, payable monthly commencing October 5, 2020, following an initial deferral period as specified
under the PPP loan. The Note may be prepaid at any time prior to maturity with no prepayment penalties. The Paycheck Protection Program
Flexibility Act (the “Flexibility Act”), signed on June 5, 2020, amended certain provisions of the PPP, including the deferral
period and repayment terms. The Flexibility Act extends the deferral period of payments of PPP loan principal, interest, and fees to
the date when the SBA makes a final decision on the borrower’s application for forgiveness, or 10 months after the last day of
the covered period if a borrower has not applied for forgiveness (whichever is earlier). This extension applies regardless of the terms
of the PPP and does not require an amendment of the PPP. As such, the Company has not made any payments on the Note during 2020.

Under
the terms of the PPP loan, up to the entire amount of principal and accrued interest may be forgiven to the extent PPP loan proceeds
are used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business
Administration under the PPP loan. On May 6, 2021, the entire amount of principal and accrued interest on the Note was forgiven.

Conversion
of S Corporation to C Corporation

On June 30, 2021, the Company
completed a corporate reorganization to convert its status from a S corporation to a C corporation with an effective date of July 27,
2021. Retained earnings in the amount  of $4,170,418 were
distributed by the Company to the S corporation stockholders ($2,085,209 to each of Mr. Lai and Ms. Yu) on July 27, 2021.

Affiliated
Loans

December
2020 Loan

On
December 31, 2020, Sam Lai, our Chief Executive Officer, and Maggie Yu, our Senior Vice President, made a loan (“December 2020
Loan”) to us of $1,041,353 in a single payment ($520,676 attributable to each of Mr. Lai and Mrs. Yu). The loan is memorialized
in a Loan Agreement dated December 31, 2020. Pursuant to the terms of the Loan Agreement, the loan bore no interest and was payable on
demand.

On
September 16, 2021, Sam Lai, our Chief Executive Officer, and Maggie Yu, our Senior Vice President, and the Company amended and restated
the Loan Agreement to modify the terms of the December 2020 Loan, whereby the interest rate became 2% per annum (applied retroactively)
rather than non-interest bearing and maturity date became December 31, 2021 rather than payable on demand.

On
December 31, 2021, Sam Lai, our Chief Executive Officer, and Maggie Yu, our Senior Vice President, and the Company amended and restated
the Loan Agreement to modify the term of the December 2020 Loan, whereby the maturity date was extended from December 31, 2021 to January
31, 2022. 

As
of January 3, 2022, the outstanding principal balance was $987,868 and accrued interest was $20,664 on the December 2020 Loan.

July 2021 Loan

On July
27, 2021, Sam Lai, our Chief Executive Officer, and Maggie Yu, our Senior Vice President, made a loan (“July 2021 Loan”)
to us of the outstanding retained earnings of approximately $4,170,418 in a single payment ($2,085,209 attributable to
each of Mr. Lai and Mrs. Yu). The loan is memorialized in a Loan Agreement dated October 15, 2021. Pursuant to the terms of the Loan
Agreement, the loan bears interest of 2% per annum and the principal of the loan ($4,170,418) and accrued interest becomes due
and payable on December 31, 2022.

As of
January 3, 2022, the outstanding principal balance was approximately $4,170,418 and accrued interest was $36,325 on the
July 2021 Loan.

Stock
Splits

On
September 22, 2021, our board of directors and shareholders approved a forward stock split in a ratio of 4.44-for-1 (“Forward
Stock Split”) and on September 27, 2021, we filed a certificate of amendment to our Certificate of Incorporation implementing
the Forward Stock Split in a ratio of 4.44-for-1, effective September 27, 2021. Therefore, on September 27, 2021, following the
Forward Stock Split, Sam Lai, our Chief Executive Officer, and Maggie Yu, our Senior Vice President, each held 22,200,000 shares of
common stock (for an aggregate of 44,400,000 shares of common stock).

On
November 29, 2021, our board of directors and shareholders approved a reverse stock split in a ratio of 0.75-for-1 (“Reverse Stock
Split”) and on December 1, 2021, we filed a certificate of amendment to our Certificate of Incorporation implementing the Reverse
Stock Split in a ratio of 0.75-for-1, effective December 3, 2021. Therefore, on December 3, 2021, following the Reverse Stock Split,
Sam Lai, our Chief Executive Officer, and Maggie Yu, our Senior Vice President, each held 16,650,000 shares of common stock (for
an aggregate of 33,300,000 shares of common stock).

Except
as otherwise indicated, all references to our common stock, share data, per share data and related information has been adjusted for
the Forward Stock Split ratio of 4.44-for-1 and Reverser Stock Split ratio of 0.75-for-1 as if they had occurred at the beginning
of the earliest period presented. The Forward Stock Split, divided each share of our outstanding common stock into 4.44 shares of common
stock, and the Reverse Stock Split, divided each share of our outstanding common stock into 0.75 shares of common stock, without
any change in the par value per share, and the Forward Stock Split and the Reverse Stock Split correspondingly adjusted, among
other things, the exercise rate of our warrants into our common stock. No fractional shares were issued in connection with the Forward
Stock Split and the Reverse Stock Split, and any fractional shares resulting from the Forward Stock Split and Reverse Stock Split
were rounded up to the nearest whole share.

Approval
of the Hour Loop, Inc. 2021 Equity Incentive Plan

On
June 27, 2021, our Board of Directors and shareholders holding a majority of our outstanding shares of common stock approved the Hour
Loop, Inc. 2021 Equity Incentive Plan (the “2021 Plan”). Under the 2021 Plan, a total of 4,995,000 (1,500,000 pre-stock splits) shares of common stock are authorized for issuance pursuant to the grant of stock options, stock appreciation rights,
restricted stock, restricted stock units, performance units, performance shares or other cash- or stock-based awards to officers, directors,
employees and eligible consultants to the Company or its subsidiaries. Subject to adjustment as provided in the 2021 Plan, the maximum
aggregate number of shares that may be issued under the 2021 Plan will be cumulatively increased on January 1, 2022 and on each subsequent
January 1, by a number of shares equal to the smaller of (i) 3% of the number of shares of common stock issued and outstanding on the
immediately preceding December 31, or (ii) an amount determined by our Board of Directors.

Summary
Risk Factors

Our
business is subject to numerous risks and uncertainties, including those in the section entitled “Risk Factors” and elsewhere
in this prospectus. These risks include, but are not limited to, the following:

Emerging
Growth Company and Smaller Reporting Company Status

As
a public reporting company with less than $1,070,000,000 in revenue during our last fiscal year, we qualify as an “emerging growth
company” under the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take
advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally
applicable to public companies. In particular, as an emerging growth company we:

We
intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the
adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may
make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that
have opted out of the phase-in periods under §107 of the JOBS Act.

Certain
of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller
reporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation
and report regarding management’s assessment of internal control over financial reporting; are not required to provide a compensation
discussion and analysis; are not required to provide a pay-for-performance graph or Chief Executive Officer pay ratio disclosure; and
may present only two years of audited financial statements and related MD&A disclosure.

Under
the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our
initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the
“Securities Act”), or such earlier time that we no longer meet the definition of an emerging growth company. In this regard,
the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1,070,000,000 in annual
revenues, have more than $700 million in market value of our Common stock held by non-affiliates, or issue more than $1.0 billion in
principal amount of non-convertible debt over a three-year period. We would cease to be an emerging growth company on the last day of
the fiscal year following the date of the fifth anniversary of our first sale of common equity securities under an effective registration
statement or a fiscal year in which we have $1 billion in gross revenues. Further, under current SEC rules we will continue to qualify
as a “smaller reporting company” for so long as we have a public float (i.e., the market value of common equity held by non-affiliates)
of less than $250 million as of the last business day of our most recently completed second fiscal quarter.

Corporate
Information

We
were originally incorporated under the laws of the State of Washington on January 13, 2015. However, we converted from a Washington corporation
to a Delaware corporation on April 7, 2021. Our principal
executive offices are located at 8201 164th Ave NE #200, Redmond, WA 98052-7615 and our telephone number at that location is (206) 385-0488.
Our wholly owned subsidiary Flywheel Consulting Limited also has an office in Kaohsiung City, Taiwan. The address of our website is www.hourloop.com.
The inclusion of our website address in this prospectus does not include or incorporate by reference the information on our website into
this prospectus.

The
name of the Company, the logos of the Company, and other trade names, trademarks or service marks of the Company appearing in this prospectus
are the property of the Company. Trade names, trademarks and service marks of other organizations appearing in this prospectus are the
property of their respective holders.

Nasdaq
Capital Market Listing

Our common stock has been
approved for listing on The Nasdaq Capital Market.

(1)
Unless we indicate otherwise, all information in this prospectus:

SELECTED
HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table presents
our selected historical consolidated financial data for the periods indicated. The selected historical consolidated financial data for
the years ended December 31, 2020 and 2019 and the balance sheet data as of December 31, 2020 and 2019 are derived from the audited financial
statements. The summary historical financial data for the nine months ended September 30, 2021 and 2020 and the balance sheet data as
of September 30, 2021 and 2020 are derived from our unaudited financial statements.

Historical
results are included for illustrative and informational purposes only and are not necessarily indicative of results we expect in future
periods, and results of interim periods are not necessarily indicative of results for the entire year. The
data presented below should be read in conjunction with, and are qualified in their entirety by reference to, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes
thereto included elsewhere in this prospectus.

An
investment in our securities carries a significant degree of risk. You should carefully consider the following risks, as well as the
other information contained in this prospectus, including our historical financial statements and related notes included elsewhere in
this prospectus, before you decide to purchase our securities. Any one of these risks and uncertainties has the potential to cause material
adverse effects on our business, prospects, financial condition and operating results which could cause actual results to differ materially
from any forward-looking statements expressed by us and a significant decrease in the value of our common shares and warrants. Refer
to “Cautionary Statement Regarding Forward-Looking Statements.”

We
may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential
risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties
that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse
effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.

Below
is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

Risks
Related to Our Business

We
face intense competition.

The
online retail business is rapidly evolving and intensely competitive. Some of our current and potential competitors have greater resources,
longer histories, and/or more customers. They may secure better terms from vendors, adopt more aggressive pricing, and devote more resources
to technology, infrastructure, fulfillment, and marketing.

Competition
continues to intensify, including with the development of new business models and the entry of new and well-funded competitors, and as
our competitors enter into business combinations or alliances and established companies in other market segments expand to become competitive
with our business. In addition, new and enhanced technologies, including search, web and infrastructure computing services, digital content,
and electronic devices continue to increase our competition. The Internet facilitates competitive entry and comparison shopping, which
enhances the ability of new, smaller, or lesser-known businesses to compete against us. As a result of competition, our product offerings
may not be successful, we may fail to gain or may lose business, and we may be required to increase our spending or lower prices, any
of which could materially reduce our sales and profits.

Our
business depends on our ability to build and maintain strong product listings on e-commerce platforms. We may not be able to maintain
and enhance our product listings if we receive unfavorable customer complaints, negative publicity or otherwise fail to live up to consumers’
expectations, which could materially adversely affect our business, results of operations and growth prospects.

Maintaining
and enhancing our product listings is critical in expanding and growing our business. However, a significant portion of our perceived
performance to the customer depends on third parties outside of our control, including suppliers and third-party delivery agents as well
as online retailers such as Amazon and Walmart. Because our agreements with our online retail partners are generally terminable at will,
we may be unable to maintain these relationships, and our results of operations could fluctuate significantly from period to period.
Because we rely on third parties to deliver our products, we are subject to shipping delays or disruptions caused by inclement weather,
natural disasters, labor activism, health epidemics or bioterrorism. We may also experience shipping delays or disruptions due to other
carrier-related issues relating to their own internal operational capabilities. Further, we rely on the business continuity plans of
these third parties to operate during pandemics, like the COVID-19 pandemic, and we have limited ability to influence their plans, prevent
delays, and/or cost increases due to reduced availability and capacity and increased required safety measures.

Customer
complaints or negative publicity about our products, delivery times, or marketing strategies, even if not accurate, especially on blogs,
social media websites and third-party market sites, could rapidly and severely diminish consumer view of our product listings and result
in harm to our brands. Customers may also make safety-related claims regarding products sold through our online retail partners, such
as Amazon, which may result in an online retail partner removing the product from its marketplace. We have from time to time experienced
such removals and such removals may materially impact our financial results depending on the product that is removed and length of time
that it is removed. We also use and rely on other services from third parties, such as our telecommunications services, and those services
may be subject to outages and interruptions that are not within our control.

We
experience significant fluctuations in our operating results and growth rate.

We
are not always able to accurately forecast our growth rate. We base our expense levels and investment plans on sales estimates. A significant
portion of our expenses and investments is fixed, and we are not always able to adjust our spending quickly enough if our sales are less
than expected.

Our
revenue growth may not be sustainable, and our percentage growth rates may decrease. Our revenue and operating profit growth depend on
the continued growth of demand for the products offered by us, and our business is affected by general economic and business conditions.
A softening of demand, whether caused by changes in customer preferences or a weakening of the U.S. economy, may result in decreased
revenue or growth.

Our
sales and operating results will also fluctuate for many other reasons, including due to factors described elsewhere in this section
and the following:

We
face risks related to successfully optimizing and operating our fulfillment and customer service operations.

Failures
to adequately predict customer demand or otherwise optimize and operate our fulfillment and customer service operations successfully
from time to time result in excess or insufficient fulfillment or customer service capacity, increased costs, and impairment charges,
any of which could materially harm our business. As we continue to add fulfillment and customer service capability or add new businesses
with different requirements, our fulfillment and customer service operations become increasingly complex and operating them becomes more
challenging. There can be no assurance that we will be able to operate our operations effectively.

In
addition, failure to optimize inventory in our fulfillment operations increases our net shipping cost by requiring long-zone or partial
shipments. We may be unable to adequately staff our fulfillment and customer service operations. Our failure to properly handle such
inventory or to accurately forecast product demand may result in us being unable to secure sufficient storage space or to optimize our
fulfillment operations or cause other unexpected costs and other harm to our business and reputation.

We
rely on a limited number of shipping companies to deliver inventory to us and completed orders to our customers. The inability to negotiate
acceptable terms with these companies or performance problems or other difficulties experienced by these companies or by our own transportation
systems could negatively impact our operating results and customer experience. In addition, our ability to receive inbound inventory
efficiently and ship completed orders to customers also may be negatively affected by natural or man-made disasters, extreme weather,
geopolitical events and security issues, labor or trade disputes, and similar events.

The
variability in our retail business places increased strain on our operations.

Demand
for our retail products can fluctuate significantly for many reasons, including as a result of seasonality, promotions, product launches,
or unforeseeable events, such as in response to natural or man-made disasters, extreme weather, or geopolitical events. For example,
we expect a disproportionate amount of our retail sales to occur during our fourth quarter. Our failure to stock or restock popular products
in sufficient amounts such that we fail to meet customer demand could significantly affect our revenue and our future growth. When we
overstock products, we may be required to take significant inventory markdowns or write-offs and incur commitment costs, which could
materially reduce profitability. We regularly experience increases in our net shipping cost due to FBA fee increases, split-shipments,
and additional long-zone shipments necessary to ensure timely delivery for the holiday season. If too many customers access the websites
on which we engage in online retailing within a short period of time due to increased demand, we may experience system interruptions
that make the websites unavailable or prevent us from efficiently fulfilling orders, which may reduce the volume of goods we offer or
sell and the attractiveness of our products. In addition, we may be unable to adequately staff for fulfillment of orders and customer
service during these peak periods and delivery and other fulfillment companies and customer service co-sourcers may be unable to meet
the seasonal demand.

As
a result of holiday sales, as of December 31 of each year, our cash, cash equivalents, and marketable securities balances typically reach
their highest level (other than as a result of cash flows provided by or used in investing and financing activities). This operating
cycle results in a corresponding increase in accounts payable as of December 31. Our accounts payable balance generally declines during
the first three months of the year, resulting in a corresponding decline in our cash, cash equivalents, and marketable securities balances.

Continued
increases in Amazon Marketplace fulfillment and storage fees could have an adverse impact on our profit margin and results of operations.

The
Company utilizes Amazon’s Fulfillment by Amazon (“FBA”) platform to store their products at the Amazon fulfillment
center and to pack and distribute these products to customers. If Amazon continues to increase its FBA fees, our profit margin could
be adversely affected.

A
change in one or more of the Company’s vendors’ policies or the Company’s relationship with those vendors could adversely
affect the Company’s results of operations.

The
Company is dependent on its vendors to supply merchandise in a timely and efficient manner. If a vendor fails to deliver on its commitments,
whether due to financial difficulties or other reasons, the Company could experience merchandise shortages that could lead to lost sales.

Historically,
the Company has not experienced difficulty in obtaining satisfactory sources of supply and management believes that it will continue
to have access to adequate sources of supply. No individual vendor exceeded 15% of purchases in fiscal 2020.

Our
revenue is dependent upon maintaining our relationship with Amazon and failure to do so, or any restrictions on our ability to offer
products on the Amazon Marketplace, could have an adverse impact on our business, financial condition and results of operations.

To
date, we have generated practically all of our revenue as a third-party seller on Amazon Marketplace. In 2019, approximately 100% of
our revenue was through or with the Amazon sales platform and in 2020, 100% of our net revenue was through or with the Amazon sales platform.
Therefore, we depend almost entirely on our relationship with Amazon for growth. In particular, we depend on our ability to offer products
on the Amazon Marketplace. We also depend on Amazon for the timely delivery of products to customers. Any adverse change in our relationship
with Amazon, including restrictions on the ability to offer products or termination of the relationship, could adversely affect our continued
growth and financial condition and results of operations.

Our
profit is dependent reimbursements from Amazon and any change in Amazon’s policy regarding reimbursement could adversely impact
our ability to generate profits

Amazon
reimburses us for any lost and damaged merchandise. These reimbursements form a substantial portion of our profits. Any change in Amazon
policy regarding these reimbursements could impact our profit adversely. Additionally, we are dependent on Amazon’s ability to
track and process these reimbursements. Any deficiencies in Amazon’s ability to process these reimbursements could impact our profits.

Loss
of key personnel or the inability to attract, train and retain qualified employees could adversely affect the Company’s results
of operations.

The
Company believes that its future prospects depend, to a significant extent, on the services of its executive officers. Our future success
will also depend on our ability to attract and retain qualified key personnel. The loss of the services of certain of the Company’s
executive officers and other key management personnel could adversely affect the Company’s results of operations.

In
addition to our executive officers, the Company’s business is dependent on our ability to attract, train and retain qualified team
members. Our ability to meet our labor needs while controlling our costs is subject to external factors such as unemployment levels,
health care costs and changing demographics. If we are unable to attract and retain adequate numbers of qualified team members, our operations
and support functions could suffer. Those factors, together with increased wage and benefit costs, could adversely affect our results
of operations.

We
may face difficulties in meeting our labor needs to effectively operate our business.

We
are heavily dependent upon our labor workforce. Our compensation packages are designed to provide benefits commensurate with our level
of expected service. However, we face the challenge of filling many positions at wage scales that are appropriate to the industry and
competitive factors. We also face other risks in meeting our labor needs, including competition for qualified personnel, overall unemployment
levels, and increased costs associated with complying with regulations relating to COVID-19. Changes in any of these factors, including
a shortage of available workforce, could interfere with our ability to adequately service our customers and could result in increasing
labor costs.

Our
business could be adversely affected by increased labor costs, including costs related to an increase in minimum wage and health care.

Labor
is one of the primary components in the cost of operating our business. Increased labor costs, whether due to competition, unionization,
increased minimum wage, state unemployment rates, health care, or other employee benefits costs may adversely impact our operating expenses.
Additionally, there is no assurance that future health care legislation will not adversely impact our results or operations.

Breach
of data security could harm our business and standing with our customers.

The
protection of our supplier (vendor), employee and business data is critical to us. Our business, like that of most companies, involves
confidential information about our employees, our suppliers and our Company. We rely on commercially available systems, software, tools
and monitoring to provide security for processing, transmission and storage of all such data, including confidential information. Despite
the security measures we have in place, our facilities and systems, and those of our third-party service providers, may be vulnerable
to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors, or other similar events.
Unauthorized parties may attempt to gain access to our systems or information through fraud or other means, including deceiving our employees
or third-party service providers. The methods used to obtain unauthorized access, disable or degrade service, or sabotage systems are
also constantly changing and evolving, and may be difficult to anticipate or detect. We have implemented and regularly review and update
our control systems, processes and procedures to protect against unauthorized access to or use of secured data and to prevent data loss.
However, the ever-evolving threats mean we must continually evaluate and adapt our systems and processes, and there is no guarantee that
they will be adequate to safeguard against all data security breaches or misuses of data. Any security breach involving the misappropriation,
loss or other unauthorized disclosure of customer payment card or personal information or employee personal or confidential information,
whether by us or our vendors, could damage our reputation, expose us to risk of litigation and liability, disrupt our operations, harm
our business and have an adverse impact upon our net sales and profitability. As the regulatory environment related to information security,
data collection and use, and privacy becomes increasingly rigorous, with new and changing requirements applicable to our business, compliance
with those requirements could also result in additional costs. Further, if we are unable to comply with the security standards established
by banks and the credit card industry, we may be subject to fines, restrictions and expulsion from card acceptance programs, which could
adversely affect our retail operations.

We
face risks related to system interruption and lack of redundancy

We
experience occasional system interruptions and delays that make the websites on which we engage in online retailing unavailable or slow
to respond and prevent us from efficiently accepting or fulfilling orders or providing services to third parties, which may reduce our
net sales and the attractiveness of our products and services. Steps we take to add software and hardware, upgrade our systems and network
infrastructure, and improve the stability and efficiency of our systems may not be sufficient to avoid system interruptions or delays
that could adversely affect our operating results.

Our
computer and communications systems and operations in the past have been, or in the future could be, damaged or interrupted due to events
such as natural or man-made disasters, extreme weather, geopolitical events and security issues (including terrorist attacks and armed
hostilities), computer viruses, physical or electronic break-ins, and similar events or disruptions. Any of these events could cause
system interruption, delays, and loss of critical data, and could prevent us from accepting and fulfilling customer orders and providing
services, which could make our product offerings less attractive and subject us to liability. Our systems are not fully redundant and
our disaster recovery planning may not be sufficient. In addition, our insurance may not provide sufficient coverage to compensate for
related losses. Any of these events could damage our reputation and be expensive to remedy.

Our
hardware and software systems are vulnerable to damage, theft or intrusion that could harm our business.

Any
failure of our computer hardware or software systems that causes an interruption in our operations or a decrease in inventory tracking
could result in reduced net sales and profitability. Additionally, if any data intrusion, security breach, misappropriation or theft
were to occur, we could incur significant costs in responding to such event, including responding to any resulting claims, litigation
or investigations, which could harm our operating results.

Our
inability or failure to protect our intellectual property rights, or any claimed infringement by us of third-party intellectual rights,
could have a negative impact on our operating results.

Our
trademark, trade secrets and other intellectual property, including proprietary software, are valuable assets that are critical to our
success. The unauthorized reproduction or other misappropriation of our intellectual property could cause a decline in our revenue. In
addition, any infringement or other intellectual property claim made against us could be time-consuming to address, result in costly
litigation, cause product delays, require us to enter into royalty or licensing agreements or result in our loss of ownership or use
of the intellectual property.

The
Company’s business is influenced by general economic conditions.

The
Company’s performance is subject to general economic conditions and their impact on levels of discretionary consumer spending.
General economic conditions impacting discretionary consumer spending include, among others, wages and employment, consumer debt, reductions
in net worth, residential real estate and mortgage markets, taxation, fuel and energy prices, interest rates, consumer confidence and
other macroeconomic factors.

Consumer
purchases of discretionary items generally decline during recessionary periods and other periods where disposable income is adversely
affected. A downturn in the economy affects retailers disproportionately, as consumers may prioritize reductions in discretionary spending,
which could have a direct impact on purchases of our products and services and adversely impact our results of operations. In addition,
reduced consumer spending may drive us and our competitors to offer additional products at promotional prices, which would have a negative
impact on gross profit.

Disruption
of global capital and credit markets may have a material adverse effect on the Company’s liquidity and capital resources.

Distress
in the financial markets has in the past and can in the future result in extreme volatility in security prices, diminished liquidity
and credit availability. There can be no assurance that our liquidity will not be affected by changes in the financial markets and the
global economy or that our capital resources will at all times be sufficient to satisfy our liquidity needs.

The
Company is dependent upon access to capital for its liquidity needs.

The
Company must have sufficient sources of liquidity to fund its working capital requirements and indebtedness. The future availability
of financing will depend on a variety of factors, such as economic and market conditions, the availability of credit and the Company’s
credit rating, as well as the Company’s reputation with potential lenders. These factors could materially adversely affect the
Company’s ability to fund its working capital requirements, costs of borrowing, and the Company’s financial position and
results of operations would be adversely impacted.

We
may complete a future significant strategic transaction that may not achieve intended results or could increase the number of our outstanding
shares or amount of outstanding debt or result in a change of control.

We
will evaluate and may in the future enter into strategic transactions. Any such transaction could happen at any time following the closing
of the merger, could be material to our business and could take any number of forms, including, for example, an acquisition, merger or
a sale of all or substantially all of our assets.

Evaluating
potential transactions and integrating completed ones may divert the attention of our management from ordinary operating matters. The
success of these potential transactions will depend, in part, on our ability to realize the anticipated growth opportunities and cost
synergies through the successful integration of the businesses we acquire with our existing business. Even if we are successful in integrating
the acquired businesses, we cannot assure you that these integrations will result in the realization of the full benefit of any anticipated
growth opportunities or cost synergies or that these benefits will be realized within the expected time frames. In addition, acquired
businesses may have unanticipated liabilities or contingencies.

If
we complete an acquisition, investment or other strategic transaction, we may require additional financing that could result in an increase
in the number of our outstanding shares or the aggregate principal amount of our debt. A strategic transaction may result in a change
in control of our company or otherwise materially and adversely affect our business.

Historically,
we have experienced declines, and we may continue to experience fluctuation in our level of sales and results from operations.

A
variety of factors has historically affected, and will continue to affect, our sales results and profit margins. These factors include
general economic conditions; competition; actions taken by our competitors; consumer trends and preferences; access to third party marketplaces;
and new product introductions and changes in our product mix.

There
is no assurance that we will achieve positive levels of sales and earnings growth, and any decline in our future growth or performance
could have a material adverse effect on our business and results of operations.

The
ability of the Company to satisfy its liabilities and to continue as a going concern will continue to be dependent on the implementation
of several items, the success of which is not certain.

The
Company’s primary source of liquidity is available cash and cash equivalents, which is limited. Therefore, the ability of the Company
to meet its liabilities and to continue as a going concern is dependent on, among other things, improved profitability, the continued
implementation of its business strategy, the availability of future funding, implementation of one or more corporate initiatives to reduce
costs at the parent company level and other strategic alternatives, including selling all or part of the remaining business or assets
of the Company, and overcoming the impact of the COVID-19 pandemic.

There
can be no assurance that we will be successful in further implementing our business strategy or that the strategy, including the completed
initiatives, will be successful in sustaining acceptable levels of sales growth and profitability.

Parties
with whom the Company does business may be subject to insolvency risks or may otherwise become unable or unwilling to perform their obligations
to the Company.

The
Company is a party to contracts, transactions and business relationships with various third parties, including partners, vendors, suppliers,
service providers and lenders, pursuant to which such third parties have performance, payment and other obligations to the Company. In
some cases, the Company depends upon such third parties to provide essential products, services or other benefits, including with respect
to merchandise, advertising, software development and support, logistics, other agreements for goods and services in order to operate
the Company’s business in the ordinary course, extensions of credit, credit card accounts and related receivables, and other vital
matters. Economic, industry and market conditions, including as a result of the COVID-19 pandemic, could result in increased risks to
the Company associated with the potential financial distress or insolvency of such third parties. The Company is not currently able to
accurately determine the extent and scope of the impact of the COVID-19 pandemic on such third parties. If any of these third parties
were to become subject to bankruptcy, receivership or similar proceedings, the rights and benefits of the Company in relation to its
contracts, transactions and business relationships with such third parties could be terminated, modified in a manner adverse to the Company,
or otherwise impaired. The Company cannot make any assurances that it would be able to arrange for alternate or replacement contracts,
transactions or business relationships on terms as favorable as the Company’s existing contracts, transactions or business relationships,
if at all. Any inability on the part of the Company to do so could negatively affect the Company’s cash flows, financial condition
and results of operations.

Failure
to comply with legal and regulatory requirements could adversely affect the Company’s results of operations.

The
Company’s business is subject to a wide array of laws and regulations. Significant legislative changes that impact our relationship
with our workforce (none of which is represented by unions) could increase our expenses and adversely affect our operations. Examples
of possible legislative changes impacting our relationship with our workforce include changes to an employer’s obligation to recognize
collective bargaining units, the process by which collective bargaining units are negotiated or imposed, minimum wage requirements, health
care mandates, and changes in overtime regulations.

Our
policies, procedures and internal controls are designed to comply with all applicable laws and regulations, including those imposed by
the Securities and Exchange Commission and the Nasdaq Capital Market, as well as applicable employment laws. Additional legal and regulatory
requirements increase the complexity of the regulatory environment in which we operate and the related cost of compliance. Failure to
comply with such laws and regulations may result in damage to our reputation, financial condition and market price of our stock.

The
certificate of incorporation and bylaws provides that state or federal court located within the state of Delaware will be the sole and
exclusive forum for substantially all disputes between us and our shareholders, which could limit its stockholders’ ability to
obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Section
21 of our certificate of incorporation and Section 7.4 of our bylaws provides that “[u]nless the corporation consents in writing
to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf
of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of
the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any
provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court
located in the county in which the principal office of the corporation in the State of Delaware is established, in all cases subject
to the court’s having personal jurisdiction over the indispensable parties named as defendants. Notwithstanding the foregoing,
the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange of 1934, as amended,
the Securities Act of 1933, as amended, or any claim for which the federal courts have exclusive or concurrent jurisdiction.” Therefore,
the exclusive forum provision in our certificate of incorporation and our bylaws will not relieve us of our duty to comply with the federal
securities laws and the rules and regulations thereunder, and shareholders will not be deemed to have waived our compliance with these
laws, rules and regulations.

This
exclusive forum provision may limit a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with
us or our directors, officers or other employees, which may discourage lawsuits against us or our directors, officers or other employees.
In addition, shareholders who do bring a claim in the state or federal court in the State of Delaware could face additional litigation
costs in pursuing any such claim, particularly if they do not reside in or near Delaware. The state or federal court of the State of
Delaware may also reach different judgments or results than would other courts, including courts where a shareholder would otherwise
choose to bring the action, and such judgments or results may be more favorable to us than to our shareholders. However, the enforceability
of similar exclusive forum provisions in other companies’ certificates of incorporation have been challenged in legal proceedings,
and it is possible that a court could find this type of provision to be inapplicable to, or unenforceable in respect of, one or more
of the specified types of actions or proceedings. If a court were to find the exclusive forum provision contained in our certificate
of incorporation and our bylaws to be inapplicable or unenforceable in an action, we might incur additional costs associated with resolving
such action in other jurisdictions.

By
purchasing common stock in this offering, you are bound by the fee-shifting provision contained in our bylaws, which may discourage you
to pursue actions against us and could discourage shareholder lawsuits that might otherwise benefit the Company and its shareholders.

Section 7.4 of our bylaws provides
that “[i]f any action is brought by any party against another party, relating to or arising out of these Bylaws, or the enforcement
hereof, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred
in connection with the prosecution or defense of such action, provided that the provisions of this sentence shall not apply with respect
to “internal corporate claims” as defined in Section 109(b) of the DGCL.”

Our
bylaws provide that for this section, the term “attorneys’ fees” or “attorneys’ fees and costs” means
the fees and expenses of counsel to the Company and any other parties asserting a claim subject to Section 7.4 of the bylaws, which may
include printing, photocopying, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals and other
persons not admitted to the bar but performing services under the supervision of an attorney, and the costs and fees incurred in connection
with the enforcement or collection of any judgment obtained in any such proceeding.

We
adopted the fee-shifting provision to eliminate or decrease nuisance and frivolous litigation. We intend to apply the fee-shifting provision
broadly to all actions except for claims brought under
the Exchange Act and Securities Act.

There
is no set level of recovery required to be met by a plaintiff to avoid payment under this provision. Instead, whoever is the prevailing
party is entitled to recover the reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or
defense of such action. Any party who brings an action, and the party against whom such action is brought under Section 7.4 of our bylaws,
which could include, but is not limited to former and current shareholders, Company directors, officers, affiliates, legal counsel, expert
witnesses and other parties, are subject to this provision. Additionally, any party who brings an action, and the party against whom
such action is brought under Section 7.4 of our bylaws, which could include, but is not limited to former and current shareholders, Company
directors, officers, affiliates, legal counsel, expert witnesses and other parties, would be able to recover fees under this provision.

In
the event you initiate or assert a claim against us, in accordance with the dispute resolution provisions contained in our Bylaws, and
you do not, in a judgment prevail, you will be obligated to reimburse us for all reasonable costs and expenses incurred in connection
with such claim, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. Additionally,
this provision in Section 7.4 of our bylaws could discourage shareholder lawsuits that might otherwise benefit the Company and its shareholders.

THE
FEE SHIFTING PROVISION CONTAINED IN THE BYLAWS IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF COMMON STOCK OF THE COMPANY’S
COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE FEE SHIFTING PROVISION CONTAINED
IN THE BYLAWS DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT.

Litigation
may adversely affect our business, financial condition and results of operations.

Our
business is subject to the risk of litigation by employees, consumers, partners, suppliers, competitors, stockholders, government agencies
or others through private actions, class actions, administrative proceedings, regulatory actions or other litigation. The outcome of
litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify. We may incur losses relating
to these claims, and in addition, these proceedings could cause us to incur costs and may require us to devote resources to defend against
these claims that could adversely affect our results of operations.

The
effects of natural disasters, terrorism, acts of war, and public health issues may adversely affect our business.

Natural
disasters, including earthquakes, hurricanes, floods, and tornadoes may affect store and distribution center operations. In addition,
acts of terrorism, acts of war, and military action both in the United States and abroad can have a significant effect on economic conditions
and may negatively affect our ability to purchase merchandise from suppliers for sale to our customers. Public health issues, such as
flu or other pandemics, whether occurring in the United States or abroad, could disrupt our operations and result in a significant part
of our workforce being unable to operate or maintain our infrastructure or perform other tasks necessary to conduct our business. Additionally,
public health issues may disrupt, or have an adverse effect on, our suppliers’ operations, our operations, our customers, or customer
demand. Our ability to mitigate the adverse effect of these events depends, in part, upon the effectiveness of our disaster preparedness
and response planning as well as business continuity planning. However, we cannot be certain that our plans will be adequate or implemented
properly in the event of an actual disaster. We may be required to suspend operations in some or all our locations, which could have
a material adverse effect on our business, financial condition, and results of operations. Any significant declines in public safety
or uncertainties regarding future economic prospects that affect customer spending habits could have a material adverse effect on customer
purchases of our products.

A
pandemic, epidemic or outbreak of an infectious disease, such as COVID-19, may materially and adversely affect our business.

Our
business, results of operations, and financial condition may be materially adversely impacted if a public health outbreak, including
the recent COVID-19 pandemic, interferes with our ability, or the ability of our employees, contractors, suppliers, and other business
partners to perform our and their respective responsibilities and obligations relative to the conduct of our business.

The
COVID-19 pandemic has adversely affected and may continue to adversely affect the economies and financial markets worldwide, resulting
in an economic downturn that could impact our business, financial condition and results of operations. As a result, our ability to fund
through public or private equity offerings, debt financings, and through other means at acceptable terms, if at all, may be disrupted,
in the event our financing needs for the foreseeable future are not able to be met by our balances of cash, cash equivalents and cash
generated from operations.

In
addition, the continuation of the COVID-19 pandemic and various governmental responses in the United States has adversely affected and
may continue to adversely affect our business operations, including our ability to carry on business development activities, restrictions
in business-related travel, delays or disruptions in our on-going projects, and unavailability of the employees of the Company or third
parties with whom we conduct business, due to illness or quarantines, among others. Our business was negatively impacted by disruptions
in our supply chain, which limited our ability to source merchandise, and limits on products fulfillment placed by Amazon. For example,
we may be unable to launch new products, replenish inventory for existing products, ship into or receive inventory in our third-party
warehouses in each case on a timely basis or at all. The extent to which COVID-19 could impact our business will depend on future developments,
which are highly uncertain and cannot be predicted with confidence, and will depend on many factors, including the duration of the outbreak,
the effect of travel restrictions and social distancing efforts in the United States and other countries, the scope and length of business
closures or business disruptions, and the actions taken by governments to contain and treat the disease. As such, we cannot presently
predict the scope and extent of any potential business shutdowns or disruptions. Possible effects may include, but are not limited to,
disruption to our customers and revenue, absenteeism in our labor workforce, unavailability of products and supplies used in our operations,
shutdowns that may be mandated or requested by governmental authorities, and a decline in the value of our assets, including various
long-lived assets.

The
loss of key senior management personnel or the failure to hire and retain highly skilled and other key personnel could negatively affect
our business.

We
depend on our senior management and other key personnel, particularly Sam Lai, our Chief Executive Officer. We do not have “key
person” life insurance policies. We also rely on other highly skilled personnel. Competition for qualified personnel in the technology
industry has historically been intense, particularly for software engineers, computer scientists, and other technical staff. The loss
of any of our executive officers or other key employees or the inability to hire, train, retain, and manage qualified personnel, could
harm our business.

The
ability of Sam Lai, our Chief Executive Officer, and Maggie Yu, our Senior Vice President, who are husband and wife, to control our business
may limit or eliminate minority stockholders’ ability to influence corporate affairs.

As
of the date of this prospectus, Mr. Sam Lai, our Chief Executive Officer, and Maggie Yu, our Senior Vice President, who are husband and
wife, beneficially owned an aggregate of 10,000,000 shares of our common stock, which represents 100% of the voting power of our outstanding
common stock. Following this offering, Mr. Lai and Ms. Yu will control approximately 95.7% of the
voting power of our outstanding common stock if all the common stock being offered are sold. Because of this voting control through the
shares of the common stock they beneficially own, they are able to significantly influence membership of our Board of Directors, as well
as all other matters requiring stockholder approval. The interests of our Chief Executive Officer and Senior Vice President may differ
from the interests of other stockholders with respect to the issuance of shares, business transactions with or sales to other companies,
selection of other officers and directors and other business decisions. The minority stockholders will have no way of overriding decisions
made by our Chief Executive Officer and our Senior Vice President.

As
a controlled company, we are not subject to all of the corporate governance rules of Nasdaq Capital Market.

The
“controlled company” exception to the Nasdaq Capital Market rules provides that a company of which more than 50% of the voting
power is held by an individual, group or another company, a “controlled company,” need not comply with certain requirements
of the Nasdaq Capital Market corporate governance rules. As of the date of this prospectus, Mr. Sam Lai, our Chief Executive Officer,
and Maggie Yu, our Senior Vice President, who are husband and wife, beneficially owned an aggregate of 10,000,000 shares of our common
stock, which represents 100% of the voting power of our outstanding common stock. Following this offering, Mr. Lai and Ms. Yu will control
approximately 95.7% of the voting power of our outstanding common stock if all the common stock
being offered are sold. If we obtain listing on Nasdaq Capital Market, we will be a “controlled company” within the meaning
of the corporate governance rules of the Nasdaq Capital Market. Controlled companies are exempt from the Nasdaq Capital Market’s
corporate governance rules requiring that listed companies have (i) a majority of the board of directors consist of “independent”
directors under the listing standards of the Nasdaq Capital Market, (ii) a nominating/corporate governance committee composed entirely
of independent directors and a written nominating/corporate governance committee charter meeting the requirements of Nasdaq Capital Market,
and (iii) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the
requirements of the Nasdaq Capital Market. We currently utilize and presently intend to continue to utilize these exemptions. As a result,
we may not have a majority of independent directors, our nomination and corporate governance committee and compensation committee may
not consist entirely of independent directors and such committees may not be subject to annual performance evaluations. Accordingly,
you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements
of the Nasdaq Capital Market. See “Management – Board Committees and Director Independence – Controlled Company and Director
Independence”.

Government
regulation is evolving and unfavorable changes could harm our business.

We
are subject to general business regulations and laws, as well as regulations and laws specifically governing the Internet and e-commerce.
These regulations and laws cover taxation, privacy, data protection, data security, network security, consumer protection, pricing, content,
copyrights, distribution, transportation, mobile communications, electronic device certification, electronic waste, energy consumption,
environmental regulation, electronic contracts and other communications, competition, employment, trade and protectionist measures, web
services, the provision of online payment services, registration, licensing, and information reporting requirements, unencumbered Internet
access to our services or access to our facilities, the design and operation of websites, health, safety, and sanitation standards, the
characteristics, legality, and quality of products and services, product labeling, the commercial operation of unmanned aircraft systems,
and other matters. It is not clear how existing laws governing issues such as property ownership, libel, privacy, data protection, data
security, network security, and consumer protection apply to aspects of our operations such as the Internet, e-commerce, digital content,
web services, electronic devices, advertising, and artificial intelligence technologies and services. A large number of jurisdictions
regulate our operations, and the extent, nature, and scope of such regulations is evolving and expanding as the scope of our businesses
expand. Unfavorable regulations, laws, decisions, or interpretations by government or regulatory authorities applying those laws and
regulations, or inquiries, investigations, or enforcement actions threatened or initiated by them, could cause us to incur substantial
costs, expose us to unanticipated civil and criminal liability or penalties (including substantial monetary fines), diminish the demand
for, or availability of, our products, increase our cost of doing business, require us to change our business practices in a manner materially
adverse to our business, damage our reputation, impede our growth, or otherwise have a material effect on our operations.

We
are subject to product liability claims when people or property are harmed by the products we sell

Some
of the products we sell expose us to product liability claims relating to personal injury, illness, death, or environmental or property
damage, and can require product recalls or other actions. Although we maintain liability insurance, we cannot be certain that our coverage
will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms,
or at all. Some of our agreements with our vendors do not indemnify us from product liability.

We
could face prior period sales tax and corporate tax liabilities, penalties and collection obligations

We make
an assessment of sales tax payable including any related interest and penalties and accrues these estimates on the financial statements.
Pursuant to the Wayfair decision, each state enforced sales tax collection at different dates. We collect and remit sales tax in accordance
with the state regulations. We estimate that as of September 30, 2021, we owe $615,832 in sales taxes along with penalties
and interest. However, we are currently engaged in the process of negotiating and remediating the amount of sales tax with the states
in which we owe sales tax and anticipate becoming compliant in tax payments in such states in nine months from the date of this prospectus.

We
are subject to a variety of taxes and tax collection obligations in the U.S. (federal and state). We may recognize additional tax expense
and be subject to additional tax liabilities, including other liabilities for tax collection obligations due to changes in laws, regulations,
administrative practices, principles, and interpretations related to tax, including changes to the global tax framework, competition,
and other laws and accounting rules in various jurisdictions. Such changes could come about as a result of economic, political, and other
conditions. An increasing number of jurisdictions are considering or have adopted laws or administrative practices that impose new tax
measures, including revenue-based taxes, targeting online commerce and the remote selling of goods and services. These include new obligations
to collect sales, consumption, value added, or other taxes on online marketplaces and remote sellers, or other requirements that may
result in liability for third party obligations. Our results of operations and cash flows could be adversely effected by additional taxes
of this nature imposed on us prospectively or retroactively or additional taxes or penalties resulting from the failure to comply with
any collection obligations or failure to provide information about our customers, suppliers, and other third parties for tax reporting
purposes to various government agencies. In some cases we also may not have sufficient notice to enable us to build systems and adopt
processes to properly comply with new reporting or collection obligations by the effective date.

Our
tax expense and liabilities are also affected by other factors, such as changes in our business operations, acquisitions, investments,
entry into new businesses and geographies, intercompany transactions, losses incurred in jurisdictions for which we are not able to realize
related tax benefits, the applicability of special or extraterritorial tax regimes, changes in foreign currency exchange rates, changes
in our stock price, changes to our forecasts of income and loss and the mix of jurisdictions to which they relate, and changes in our
tax assets and liabilities and their valuation. In the ordinary course of our business, there are many transactions and calculations
for which the ultimate tax determination is uncertain. Significant judgment is required in evaluating and estimating our tax expense,
assets, and liabilities.

We
are also subject to tax controversies in various jurisdictions that can result in tax assessments against us. Developments in an audit,
investigation, or other tax controversy can have a material effect on our operating results or cash flows in the period or periods for
which that development occurs, as well as for prior and subsequent periods. We regularly assess the likelihood of an adverse outcome
resulting from these proceedings to determine the adequacy of our tax accruals. Although we believe our tax estimates are reasonable,
the final outcome of audits, investigations, and any other tax controversies could be materially different from our historical tax accruals.

Our
current accounting and inventory tracking systems could impair our ability to file accurate and timely financial statements

The
capabilities of our inventory systems to track prior period costs at an item level have not been operationalized for the purposes of
calculating inventory value. This could hinder our ability to accurately track inventory value and could impact our ability to provide
accurate financials in a timely manner. The company uses Quickbooks Online as both its accounting system and inventory tracking system.
The company currently doesn’t conduct the period end review and accounting month end close using this accounting system. These
procedures are done outside of the accounting system using spreadsheets. The manual nature of these procedures could lead to delay as
well as errors in our financial reporting. These errors could include incorrect unit cost data for FIFO inventory valuation.

The
company currently values inventory by using estimates of the number of units and cost per unit. Our ability to accurately estimate unit
costs in a timely manner is dependent on our inventory tracking systems. The company plans on operationalizing an inventory tracking
system in the next 9 months. The company plans to start conducting the period end review and accounting month end close using the accounting
system over the next 9 months.

Related
to Ownership of Our Common Stock, the Offering and Lack of Liquidity

Once
our common stock is listed on Nasdaq Capital Market, there can be no assurance that we will be able to comply with Nasdaq Capital Market’s
continued listing standards.

Prior to this offering, there
has been no public market for shares of our common stock. Our common stock has been approved for listing on The
Nasdaq Capital Market under the symbols “HOUR.” After the consummation of this offering, there can be no assurance
any broker will be interested in trading our stock. Therefore, it may be difficult to sell your shares of common stock if you desire
or need to sell them. Our underwriters are not obligated to make a market in our common stock, and even if it makes a market, it can
discontinue market making at any time without notice. Neither we nor the underwriters can provide any assurance that an active and liquid
trading market in our common stock will develop or, if developed, that such market will continue.

Although our common stock
has been approved for listing on The Nasdaq Capital Market, there is no guarantee that we will be able to maintain such
listing for any period of time by perpetually satisfying Nasdaq Capital Market’s continued listing requirements. Our failure to
continue to meet these requirements may result in our common stock being delisted from Nasdaq Capital Market.

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

We
cannot predict the prices at which our common stock will trade. The initial public offering price of our common stock was determined
by negotiations between us and the underwriters and may not bear any relationship to the market price at which our common stock will
trade after this offering or to any other established criteria of the value of our business and prospects, and the market price of our
common stock following this offering may fluctuate substantially and may be lower than the initial public offering price. The market
price of our common stock following this offering will depend on a number of factors, including those described in this “Risk Factors”
section, many of which are beyond our control and may not be related to our operating performance. In addition, the limited public float
of our common stock following this offering will tend to increase the volatility of the trading price of our common stock. These fluctuations
could cause you to lose all or part of your investment in our common stock, since you might not be able to sell your shares at or above
the price you paid in this offering. Factors that could cause fluctuations in the market price of our common stock include, but are not
limited to, the following:

In
addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of companies. Broad market and industry factors may seriously affect the market price of our common stock,
regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the
market prices of a particular company’s securities, securities class action litigation has often been instituted against that company.
Securities litigation, if instituted against us, could result in substantial costs and divert our management’s attention and resources
from our business. This could materially adversely affect our business, financial condition, results of operations, and prospects.

Our
common stock may be subject to the “penny stock” rules in the future. It may be more difficult to resell securities classified
as “penny stock.”

Our
common stock may be subject to “penny stock” rules (generally defined as non-exchange traded stock with a per-share price
below $5.00) in the future. While our common stock will not be considered “penny stock” following this offering since they
will be listed on the Nasdaq Capital Market, if we are unable to maintain that listing and our common stock is no longer listed on the
Nasdaq Capital Market, unless we maintain a per-share price above $5.00, our common stock will become “penny stock.” These
rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons
other than those who qualify as “established customers” or “accredited investors.” For example, broker-dealers
must determine the appropriateness for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior
to a transaction in a penny stock not otherwise exempt from the rules, a standardized risk disclosure document that provides information
about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly
account statements showing the market value of each penny stock held in the customer’s account, provide a special written determination
that the penny stock is a suitable investment for the purchaser, and receive the purchaser’s written agreement to the transaction.

Legal
remedies available to an investor in “penny stocks” may include the following:

●
If a “penny stock” is sold to the investor in violation of the requirements listed above, or other federal or states securities
laws, the investor may be able to cancel the purchase and receive a refund of the investment.

●
If a “penny stock” is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms
that committed the fraud for damages.

These
requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes
subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements
may restrict the ability of broker-dealers to sell our common stock or our warrants and may affect your ability to resell our common
stock and our warrants.

Many
brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest
in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial
risk generally associated with these investments.

For
these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if
ever, our common stock or our warrants will not be classified as a “penny stock” in the future.

If
the benefits of any proposed acquisition do not meet the expectations of investors, stockholders or financial analysts, the market price
of our common stock may decline.

If
the benefits of any proposed acquisition do not meet the expectations of investors or securities analysts, the market price of our common
stock prior to the closing of the proposed acquisition may decline. The market values of our common stock at the time of the proposed
acquisition may vary significantly from their prices on the date the acquisition target was identified.

In
addition, broad market and industry factors may materially harm the market price of our common stock irrespective of our operating performance.
The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating
performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be
predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive
to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results of operations.
A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability
to obtain additional financing in the future.

Changes
in accounting principles and guidance, or their interpretation, could result in unfavorable accounting charges or effects, including
changes to our previously filed financial statements, which could cause our stock price to decline.

We
prepare our consolidated financial statements in accordance with GAAP. These principles are subject to interpretation by the SEC and
various bodies formed to interpret and create appropriate accounting principles and guidance. A change in these principles or guidance,
or in their interpretations, may have a significant effect on our reported results and retroactively affect previously reported results.

As
an “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements.

We
qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions
from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

In
addition, Section 102 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging
growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We have elected to take advantage of the benefits of this extended transition period. Our consolidated financial statements may therefore
not be comparable to those of companies that comply with such new or revised accounting standards.

We
will remain an emerging growth company until the earliest to occur of: (i) the end of the first fiscal year in which our annual gross
revenue is $1.07 billion or more; (ii) the end of the fiscal year in which the market value of our common shares that are held by non-affiliates
is at least $700.0 million as of the last business day of our most recently completed second fiscal quarter; (iii) the date on which
we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and (iv) the end of the fiscal
year during which the fifth anniversary of this offering occurs.

Until
such time, however, we cannot predict if investors will find our securities less attractive because we may rely on these exemptions.
If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the
price of our securities may be more volatile.

If
we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence
in the accuracy and completeness of our financial reports and have an adverse effect on the value of our securities.

As
a public company, we would be required to maintain internal control over financial reporting and to report any material weaknesses in
such internal control. Further, we will be required to report any changes in internal controls on a quarterly basis. In addition, we
would be required to furnish a report by management on the effectiveness of internal control over financial reporting pursuant to Section
404 of the Sarbanes-Oxley Act. We will design, implement, and test the internal controls over financial reporting required to comply
with these obligations. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply
with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or
if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal control
over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the
value of our securities could be negatively affected. We also could become subject to investigations by the Commission or other regulatory
authorities, which could require additional financial and management resources.

As
an emerging growth company, our auditor will not be required to attest to the effectiveness of our internal controls.

Our
independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial
reporting while we are an emerging growth company. This means that the effectiveness of our financial operations may differ from our
peer companies in that they may be required to obtain independent registered public accounting firm attestations as to the effectiveness
of their internal controls over financial reporting and we are not. While our management will be required to attest to internal control
over financial reporting and we will be required to detail changes to our internal controls on a quarterly basis, we cannot provide assurance
that the independent registered public accounting firm’s review process in assessing the effectiveness of our internal controls
over financial reporting, if obtained, would not find one or more material weaknesses or significant deficiencies. Further, once we cease
to be an emerging growth company and cease to be a smaller reporting company (as described below), we will be subject to independent
registered public accounting firm attestation regarding the effectiveness of our internal controls over financial reporting. Even if
management finds such controls to be effective, our independent registered public accounting firm may decline to attest to the effectiveness
of such internal controls and issue a qualified report.

We
believe we will be considered a smaller reporting company and will be exempt from certain disclosure requirements, which could make our
common stock less attractive to potential investors.

Rule
12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed
issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

As
a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy
statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. We
also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting
companies which could make our common stock less attractive to potential investors, which could make it more difficult for our stockholders
to sell their shares.

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

Upon
becoming a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company.
In addition, the Sarbanes-Oxley Act has imposed various requirements on public companies including requiring establishment and maintenance
of effective disclosure and financial controls. Our management and other personnel will need to devote a substantial amount of time to
these compliance initiatives. Moreover, these rules and regulations have increased and will continue to increase our legal and financial
compliance costs and will make some activities more time-consuming and costly. For example, we expect that these rules and regulations
may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could
make it more difficult for us to attract and retain qualified members of our board of directors. We cannot predict or estimate the amount
of additional costs we will incur as a public company or the timing of such costs.

The
Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure
controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial
reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section
404 of the Sarbanes-Oxley Act. In addition, we will be required to have our independent registered public accounting firm attest to the
effectiveness of our internal control over financial reporting the later of our second annual report on Form 10-K or the first annual
report on Form 10-K following the date on which we are no longer an emerging growth company or a smaller reporting company. Our compliance
with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management
efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate
public company experience and technical accounting knowledge. If we are not able to comply with the requirements of Section 404 in a
timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial
reporting that are deemed to be material weaknesses, the value of our securities could decline and we could be subject to sanctions or
investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

Our
ability to successfully implement our business plan and comply with Section 404 requires us to be able to prepare timely and accurate
financial statements. We expect that we will need to continue to improve existing, and implement new operational and financial systems,
procedures and controls to manage our business effectively. Any delay in the implementation of, or disruption in the transition to, new
or enhanced systems, procedures or controls, may cause our operations to suffer and we may be unable to conclude that our internal control
over financial reporting is effective and to obtain an unqualified report on internal controls from our auditors as required under Section
404 of the Sarbanes-Oxley Act. This, in turn, could have an adverse impact on value of our securities, and could adversely affect our
ability to access the capital markets.

Our
management team will have immediate and broad discretion over the use of the net proceeds from this offering and we may use the net proceeds
in ways with which you disagree.

The
net proceeds from this offering will be immediately available to our management to use at their discretion. We currently intend to use
the net proceeds from this offering to fund the purchase of inventory, expansion of our labor force, acquisition of other companies,
working capital and general corporate purposes. See “Use of Proceeds.”

We intend to use no more than
$1,008,532 of the net proceeds of this offering to repay the December 2020 Loan to us from Mr. Lai and Ms. Yu. As of January
3, 2022, $1,008,532 in principal and interest is outstanding on the December 2020 Loan. The December 2020 Loan bears interest
at 2.00% per annum and has a maturity date of January 31, 2022.

We intend to use the balance
of the net proceeds of this offering as follows: (i) $3,000,000 to fund the purchase of inventory and (ii) $715,202 to fund the
expansion of our labor force.

The
amounts that we actually spend for any specific purpose may vary significantly, and will depend on a number of factors including, but
not limited to, the pace of progress of our research and development, market conditions, and our ability to qualify vendors. The “pace
of progress of our research and development” refers to the speed in which we intend to advance our research and development efforts
which would entail hiring additional software and analysis professionals as well as acquire computing hardware and software for their
use. We believe that this investment will allow us to improve our processes further. These skilled professionals will conduct analysis
to find insights to further improve our processes. We will implement those processes into the operations and expand our business.

You
will be relying on the judgment of our management with regard to the use of these net proceeds, and you will not have the opportunity,
as part of your investment decision, to assess whether the proceeds are being used appropriately. It is possible that the net proceeds
will be invested in a way that does not yield a favorable, or any, return for us or our stockholders. The failure of our management to
use such funds effectively could have a material adverse effect on our business, prospects, financial condition, and results of operation.

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

You
will incur immediate and substantial dilution as a result of this offering. After giving
effect to the sale by us of up to $6,000,000 in common stock offered in this offering, at
the initial public offering price of $4.00 per common stock, and after deducting the
underwriters’ discounts and commissions and other estimated offering expenses payable
by us, investors in this offering can expect an immediate dilution of $3.89 per share, or
97.25%, at the initial public offering price.

Anti-takeover
provisions contained in our certificate of incorporation and bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

The
Company’s certificate of incorporation and bylaws contain provisions that could have the effect of delaying or preventing changes
in control or changes in our management without the consent of our board of directors. These provisions include:

These
provisions, alone or together, could delay hostile takeovers and changes in control of the Company or changes in our board of directors
and management.

Any
provision of our certificate of incorporation or bylaws or Delaware law that has the effect of delaying or deterring a change in control
could limit the opportunity for our security holders to receive a premium for their securities and could also affect the price that some
investors are willing to pay for our securities.

We
have never paid dividends on our common stock and have no plans to do so in the future.

Holders
of shares of our common stock are entitled to receive such dividends as may be declared by our board of directors. To date, we have paid
no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future.
We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our
common stock may have will be in the form of appreciation, if any, in the market value of their shares of common stock. See “Dividend
Policy.”

We
will indemnify and hold harmless our officers and directors to the maximum extent permitted by Delaware law.

Our
certificate of incorporation provide that we will indemnify and hold harmless our officers and directors against claims arising from
our activities, to the maximum extent permitted by Delaware law. If we were called upon to perform under our indemnification obligations,
then the portion of our assets expended for such purpose would reduce the amount otherwise available for our business.

We
estimate that the net proceeds from the sale of the common stock we are offering will be approximately $4,723,734
(based upon the initial public offering price of $4.00 per share). If the Representative fully exercises the over-allotment
option, the net proceeds of the common stock we sell will be $5,551,734. “Net proceeds” is what we expect to receive after
deducting the underwriting discount and commission and estimated offering expenses payable by us.

We intend to use no more than
$1,008,532 of the net proceeds of this offering to repay the December 2020 Loan to us from Mr. Lai and Ms. Yu. There was no use
of the proceeds of such indebtedness other than short-term borrowings used for working capital. As of January 3, 2022, $1,008,532
in principal and interest is outstanding on the December 2020 Loan. The December 2020 Loan bears interest at 2.00% per annum and
has a maturity date of January 3, 2022.

We intend to use the balance
of the net proceeds of this offering as follows: (i) $3,000,000 to fund the purchase of inventory and (ii) $715,202 to fund the
expansion of our labor force.

The
amounts that we actually spend for any specific purpose may vary significantly, and will depend on a number of factors including, but
not limited to, the pace of progress of our research and development, market conditions, and our ability to qualify vendors. The “pace
of progress of our research and development” refers to the speed in which we intend to advance our research and development efforts
which would entail hiring additional software and analysis professionals as well as acquire computing hardware and software for their
use. We believe that this investment will allow us to improve our processes further. These skilled professionals will conduct analysis
to find insights to further improve our processes. We will implement those processes into the operations and expand our business.

This
expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions. The amounts
and timing of our actual expenditures may vary significantly depending on numerous factors. As a result, our management will retain broad
discretion over the allocation of the net proceeds from this offering. We may find it necessary or advisable to use the net proceeds
from this offering for other purposes, and we will have broad discretion in the application of net proceeds from this offering.

Pending
our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments,
including short-term, investment-grade, interest-bearing instruments and U.S. government securities.

We
have not paid any cash dividends on our common stock and do not currently anticipate paying cash dividends in the foreseeable future.
The agreements into which we may enter in the future, including indebtedness, may impose limitations on our ability to pay dividends
or make other distributions on our capital stock. Payment of future dividends on our common stock, if any, will be at the discretion
of our board of directors and will depend on, among other things, our results of operations, cash requirements and surplus, financial
condition, contractual restrictions and other factors that our board of directors may deem relevant. We intend to retain future earnings,
if any, for reinvestment in the development and expansion of our business.

The
following table shows:

We
derived this table from, and it should be read in conjunction with and is qualified in its entirety by reference to, our historical and
unaudited pro forma consolidated financial statements and the accompanying notes included elsewhere in this prospectus. You should also
read this table in conjunction with “Selected Historical Consolidated Financial and Operating Data” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.”

Market
Information

Our common stock is not currently
listed on any national securities exchange market or quoted on the OTC Markets. Our common stock has been approved for listing
on The Nasdaq Capital Market under the symbol “HOUR.”

Holders
of Common Stock

As of January 3, 2022,
there were approximately 5 record holders of our common stock. The number of record holders does not include beneficial owners of common
stock whose shares are held in the names of banks, brokers, nominees or other fiduciaries.

We
have not paid any cash dividends on our common stock and do not currently anticipate paying cash dividends in the foreseeable future.
We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business.

Historical
Common Equity Transactions

In
connection with our original formation as a Washington corporation on January 13, 2015, we issued 500 shares of common stock, no par
value per share, to each of Sam Lai, our Chief Executive Officer, and Maggie Yu, our Senior Vice President (for
an aggregate of 1,000 shares of common stock) for services rendered.

In
connection with our conversion from a Washington corporation to a Delaware corporation on April 7, 2021, we issued 5,000,000 (pre-stock
splits) shares of common stock, par value $0.0001 per share, to each of Sam Lai, our Chief Executive Officer, and Maggie Yu, our
Senior Vice President (for an aggregate of 10,000,000 (pre-stock splits) shares of common stock).

On September 22, 2021, our
board of directors and shareholders approved a forward stock split in a ratio of 4.44-for-1 (“Forward Stock Split”) and on
September 27, 2021, we filed a certificate of amendment to our Certificate of Incorporation implementing the Forward Stock Split in a
ratio of 4.44-for-1, effective September 27, 2021. Therefore, on September 27, 2021, following the Forward Stock Split, Sam Lai, our
Chief Executive Officer, and Maggie Yu, our Senior Vice President, each held 22,200,000 shares of common stock (for
an aggregate of 44,400,000 shares of common stock).

On
November 29, 2021, our board of directors and shareholders approved a reverse stock split in a ratio of 0.75-for-1 (“Reverse Stock
Split”) and on December 1, 2021, we filed a certificate of amendment to our Certificate of Incorporation implementing the Reverse
Stock Split in a ratio of 0.75-for-1, effective December 3, 2021. Therefore, on December 3, 2021, following the Reverse Stock Split,
Sam Lai, our Chief Executive Officer, and Maggie Yu, our Senior Vice President, each held 16,650,000 shares of common stock (for
an aggregate of 33,300,000 shares of common stock).

On
January 3, 2022, the Company issued 1,772 shares of Company common stock to each of Sam Lai, our Chief Executive Officer, and Maggie
Yu, our Senior Vice President, with a fair market value of $4.00 per share as compensation for services to the Company pursuant to the
terms of their Executive Employment Agreements with the Company.

On
January 3, 2022, the Company issued 1,750, 1,750, and 709 shares of Company common stock to Michael Lenner, Douglas Branch, and Alan
Gao, respectively, with a fair market value of $4.00 per share as compensation for services as directors to the Company pursuant to the
terms of their Director Agreements with the Company.

The
above issuances/sales were made pursuant to an exemption from registration as set forth in Section 4(a)(2) of the Securities Act and/or
Rule 506 of Regulation D promulgated under the Securities Act.

If
you invest in our common stock in this offering, your interest will be diluted to the extent of the difference between the initial
public offering price per share of common stock and the pro forma net tangible book value per share of our common stock immediately after
this offering.

The net tangible book value of
our common stock as of September 30, 2021 was $137,573 or approximately $0.004 per share. Net tangible book value
per share represents our total tangible assets less our total liabilities, divided by the number of shares of common stock.

Net tangible book value dilution
per share to new investors represents the difference between the amount per share paid by purchasers in this offering and the pro forma
net tangible book value per share of our common stock immediately after the completion of this offering. After giving effect to our issuance
and sale of the common stock in this offering at the initial public offering price of $4.00 per share, and after deducting estimated
underwriting discounts and commissions and estimated offering expenses, our pro forma net tangible book value as of September 30, 2021
would have been $3,852,775 or approximately $0.11 per share. This represents an immediate increase in net tangible book
value of $0.136 per share to existing stockholders and an immediate dilution in net tangible book value of $3.89 per share to
purchasers of common stock in this offering, as illustrated in the following table:

The
following table sets forth, as of September 30, 2021, the number of shares of common stock purchased from us, the total
consideration paid to us and the average price per share paid by existing stockholders and to be paid by new investors purchasing common
stock in this offering, after giving pro forma effect to the new investors in this offering at the initial public offering price of $4.00
per share, together with the total consideration paid an average
price per share paid by each of these groups, before deducting underwriting discounts and commissions and estimated offering expenses.

If the Representative’s
over-allotment option is exercised in full for shares of common stock at the offering price, the number of shares held by new
investors will increase to 1,725,000, or approximately 4.93% of the total
number of shares of common stock outstanding after this offering and the shares held by existing stockholders will be 33,300,000
shares of common stock but the percentage of shares held by existing stockholders will decrease to 95.07%
of the total shares outstanding.

The foregoing discussion and
tables above do not give effect to the dilution that would result from 75,000
shares of common stock issuable upon exercise of the Representative’s Warrant granted to the Underwriter upon completion
of this offering, including the exercise of any over-allotment in full.

This
Description of Business section, along with other sections of this prospectus, includes statistical and other industry and market data
that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party
research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although
they do not guarantee the accuracy or completeness of such information. While we believe that these industry publications and third-party
research, surveys and studies are reliable, we have not independently verified such data and we do not make any representation as to
the accuracy of the information. Unless the context
otherwise requires, “Hour Loop,” “we,” “us,” “our,” or the “Company” refers
to Hour Loop, Inc. and its consolidated subsidiaries.

Overview

Our
Business

We
are an online retailer engaged in e-commerce retailing in the U.S. market. We have operated as a third-party seller on www.amazon.com
since 2013. We have also sold merchandise on our website at www.hourloop.com since 2013. We expanded our operations to www.walmart.com
in October 2020. To date, we have generated practically all of our revenue as a third-party seller on www.amazon.com and only a negligible
amount of revenue from our operations on our website at www.hourloop.com and as a third-party seller on www.walmart.com.
We manage more than 100,000 stock-keeping units (“SKUs”). Product categories include home/garden décor, toys, kitchenware,
apparels, and electronics. Our primary strategy is to bring most of our vendors product selections to the customers. We have advanced
software that assists us in identifying product gaps so we can keep such products in stock year-round including the entirety of the last
quarter (holiday season) of the calendar year (“Q4”). In upcoming years, we plan to expand our business rapidly by increasing
the number of business managers, vendors and SKUs.

Business
Model

There
are three main types of business models on Amazon: wholesale, private label and retail arbitrage. Our business model is wholesale, also
known as reselling, which refers to buying products in bulk directly from the brand or manufacturer at a wholesale price and making a
profit by selling the product on Amazon. We sell merchandise on Amazon and the sales are fulfilled by Amazon. We pay Amazon fees for
allowing us to sell on their platform. Our relationship with Walmart is also similar. We pay Walmart fees for allowing us to sell our
merchandise on their platform. As stated above, to date, we have generated only a negligible amount of revenues as a third-party seller
on www.walmart.com.

The
advantages of selling via a wholesale model:

The
challenges of selling via a wholesale model:

Market
description/opportunities

Total
retail sales increased 6.9% to $4.04 trillion in 2020 from $3.78 trillion in 2019. Consumers spent $861.12 billion online with U.S. merchants
in 2020, which is around 21.3% of total retail sales for 2020, compared to 15.8% for 2019.

Amazon
accounted for nearly a third of all e-commerce in the United States. With a more than 5% gain in e-commerce penetration for U.S. retail
sales in 2020, we anticipate a larger market in the upcoming years.

Formation
and Management We were originally incorporated under the laws of the State of Washington
on January 13, 2015. However, we converted from a Washington corporation to a Delaware corporation on April 7, 2021. The company
was founded in 2013 by Sam Lai and Maggie Yu. With their vision, leadership, and software development skills, the company grew rapidly.
From 2013 to 2020, sales grew from $0 to $38,655,264.

Competitive
advantage

Among
9.7 million sellers on Amazon, we believe we have two main competitive advantages. First, we have strong operations and sales teams experienced
in listing, shipment, advertising, reconciliation and sales. By delivering high quality results and enhancing procedures through the
process, our teams are competitive. Second, we believe our proprietary software system gives us an advantage over our competition. The
system is highly customized to our business model; it collects and processes large amounts of data every day to optimize our operation
and sales. Through advanced software, we can identify product gaps and keep them in stock all year round.

With
respect to our advertising strategy, we advertise those products that we estimate will have greater demand based on our experience. This
lets us allocate our advertising budget in a fashion that delivers positive value. We advertise our products on Amazon. We allocate our
advertising dollars prudently. This is accomplished by advertising items that deliver the most return for our advertising spending. We
monitor the items being advertised by our competitors. On the operations side, we constantly refine our processes based on learnings
from historical data. The combination of managing the business operations effectively along with allocating our advertising budget to
high value items allows us to grow profitably. In cases, where the advertising is fierce, we allocate the spending appropriately. Our
strategy for competing with larger competitors is to monitor their pricing and not compete with them when their pricing is low or at
a loss. Competitors sell at low prices or at a loss due to a variety of reasons, including, but not limited to, their desire to liquidate
inventory or achieve short term increase in revenue. During these times, we avoid matching their prices. This strategy allows us to stay
profitable.

Historical
Performance

Our
year end gross revenues and net profits from 2013 through 2020 is presented in the table below:

In
2019, approximately 100% of our revenue was through or with the Amazon sales platform and in 2020, 100% of our net revenue was through
or with the Amazon sales platform.

Pricing
Strategy and Policies

In
an ideal world, we would like to price our products at key stone pricing or double wholesale cost. However, we operate in a hyper competitive
environment and we must stay competitive. Therefore, we must draw a good balance between gross margin and revenue. Our main objectives
focus on increasing volume and maximizing profits, which is achieved with a customized auto pricing system we developed internally, in
combination with well-trained business managers’ judgment on pricing skills as well as constant monitoring. One principal feature
of the pricing system is that it automatically syncs public data of competing offers from Amazon regularly, so business managers can
make price settings and adjustments based on accurate data, and thus be able to set optimal selling prices for products. In addition,
the system is constantly improved with new features and optimizations.

At
a high level, our automated pricing tool helps us stay competitive while our business managers mainly focus on increasing gross margins.
Our proprietary repricing tool analyze sales trend, projected sales, inventory age, inventory cost, potential profits, FBA fees, competing
offers, and seasonality and determines an urgency level, then depending on the level of urgency, it automatically adjusts prices accordingly.

Business
managers, after establishing the bases for prices, begin to develop pricing strategies for each product while taking the current market
conditions, company goals (ex: increasing short-term or long-term profits) and strategies into consideration. Furthermore, business managers
consider different marketing segments such as costs and competitions in order to develop effective pricing strategies and policies.

The
following subsections provide more insight into various pricing strategies we have developed over the years. Our internal training mainly
focuses on competition-based pricing policy and value-based pricing policy.

Buy
Box on amazon.com is the top right section on a product page where customers can directly add items to their shopping carts. Since many
sellers on amazon.com can sell the same product, they must compete to “win the Buy Box” for a certain product. Winning the
Amazon Buy Box simply means that you were chosen for the Buy Box placement. When you win this placement, customers have a button to directly
add your product to their carts, giving you an advantage over competing sellers. For a seller to be eligible for the Buy Box, they must
meet a set of performance-based requirements including order defect rate, customer shopping experience, time and experience on the Amazon
selling platform, and status as a professional seller.

Overview
of Market & Competition

According
to Marketplace Pulse, U.S. e-commerce grew 32% in 2020 to reach $790 billion, up from $598 billion the year before. According to the
Department of Commerce, e-commerce represented 14% of total retail spending, a significant increase from 11.3% in 2019.

For
the past ten years, e-commerce in the U.S. grew, on average, 15% year-over-year. In 2020, the market reached a total sales figure it
would have otherwise gotten to in 2021. Thus, two years of e-commerce growth in one year.

According
to Marketplace Pulse, Amazon was one of the big winners in the fourth quarter, a record quarter with nearly $250 billion in e-commerce
spending. While during the first two quarters boosted by the pandemic – Q2 and Q3 – it grew at or below the overall U.S. e-commerce growth
rate. In the fourth quarter, Amazon grew faster than the market (based on a naive comparison of its reported North America segment growth).
Its fulfillment capacity allowed the company to be more confident with deliveries than its main rivals.

Target
market size

Total
Addressable Market

As
an e-commerce company retailing in the U.S. market, our total addressable market covers all U.S. residents with Internet access, where
segmentally includes repeat customers and new customers to online shopping every year.

Growth
of E-commerce vs. Total Retail Sales

According
to the U.S. Department of Commerce data, the e-commerce’s share of total retail sales has steadily been on the rise, where total
volume increased by an incredible 44% of year-over-year growth. The total retail sales increased by 6.9% to $4.04 trillion from 2019
to 2020, and all growths came from the e-commerce sales. Consumers spent $861.12 billion online with U.S. merchants in 2020, which is
around 21.3% of total retail sales for the year compared to 15.8% in 2019. The strong growth of U.S. online spending shows the future
potential of our target market size. The U.S. e-commerce sales accounted for more than 20% of total retail sales in 2020, and Amazon
represented one-third of the total.

Growth
of Amazon Prime Members

In
2020, Amazon had over 140 million Prime Members in the U.S., and we were seeing continuous year-over-year growth over the past years.
The number of Amazon Prime users in the U.S. is forecasted to reach more than 153 million by 2022, with 3% annual growth.

Operational
advantages

According
to Marketplace Pulse, Hour Loop is one of the top 100 third-party sellers on U.S. Amazon. In 2019 there were only 18,000 sellers, out
of 2,700,000 (or 0.67%) that exceeded $1 million in annual sales. Our sales in 2019 were $26.6 million.

Automation

We
developed a proprietary software that is tailor made to all our operational needs. This includes managing order review process, shipment
managements, inventory management, accounting, and complete end-to-end third-party integrations. This allows us to scale, reduce cost,
and improve quality.

Profitability
Management

We
have experienced operations managers tracking team performances with key performance indicators. We have departments specializing in
logistic costs, advertising, marketing, and product management. We hold monthly process reviews to identify early red flags and look
for areas to optimize. Each quarter we set increasingly difficult bars both to grow gross margin and further reduce expenses.

Continuous
Process Optimization

In
order to improve operating efficiencies, we have effective process optimization adapting to the changing policies of the e-commerce marketplace.
We continuously analyze our performance based on data. We conduct pricing, inventory planning and profitability analysis using this data.
This analysis provides us with insights on the processes that add the most value. Using these insights, we develop guidelines that help
us improve our operations. These guidelines are incorporated into our operations which include (but are not limited to), identifying
and ordering at optimal inventory levels, managing merchandise storage costs, optimizing transit times, and pricing at appropriate levels.
Our operations staff follows these guidelines which help them perform optimally. By continuously analyzing data, we are able to find
insights for improving our business. This drives continuous process optimization and its implementation into our operations. In addition,
our proprietary software allows us to continually accelerate process effectiveness based on specific requirements. Over time, our system
eliminates unnecessary procedures that could be replaced by an advanced algorithm. For instance, we simplify Fulfillment by Amazon (“FBA”)
shipments process through application programming interface (“API”) integration. Our self-developed system also tracks insightful
analysis of our profitability, clearer visualizes the drivers and optimums to better manage operational costs. We monitor operational
parameters that drive our business and proactively try to optimize them. These include fine tuning our item selection, managing our inventory
levels, estimating demand and pricing to maximize our profitability.

Data-Driven
Approach

We
make decisions based on analysis and interpretation of the data sets rather than observations over the market trend. By standardizing
processes and combine data-driven management, we can ensure the organization maintains consistency that is high quality. Our business
managers use historical data and sales projection provided by our proprietary software to find potential product gaps and keep products
in stock all year round. This advantage enables powerful predictive insights in correlating real-time data with past sales patterns.

Training
Programs

Our
effective training programs accelerates employees’ professional development and enables the company to hire new graduates or people
without experience. Our training programs are very task-specific and we continually improve the materials in order to fit new industry
needs. Other than the training material, we assign mentors to evaluate and monitor trainees’ performance at each stage of the training
program.

Task
Generalization

By
generalizing each task with a standard process, we are able to shift assignments at regular intervals in order to find the most suitable
employee for each specific task. Moreover, business managers are also able to rotate the vendors they manage easily. This allows our
organization to effectively and consistently manage a vendor when a key employee who previously managed such vendor is no longer with
the company. In addition, the task generalization allows the company to hire remote teams to further reduce labor costs.

Multicultural
Management

We
have a multicultural management team that is linguistically and culturally diverse in order to make judgments from different perspectives.
Our remote teams in Taiwan and the Philippines provide diverse professional insights on specific tasks.

Technological
advantages

Our
software architecture was designed from the ground up to be scalable, secured, and easily extensible. By using JRuby on Rails, we can
make use the best parts of Java, Ruby, and Rails without paying for their disadvantages. For example, we can use the massive collections
of Java library, portability, speed, multi-threading, and maturity, but we do not have to be tied down with verbose code and strict typing.
Rails allow us to quickly build web pages and integrate both the frontend and the backend. The application runs on Amazon Web Services
(“AWS”) and can be easily scaled up to as many hosts as needed. It is accessible from a browser, so there is no need to setup
or install anything on the client-side.

Cost
advantage

Access
to Low Product Costs

We
lower our product average costs by direct import items that have high volume, purchasing in bulk with better prices, and negotiating
discounts or rebates over increased purchase volume every year. Our strong growth of purchase every year allows us to negotiate better
discounts than the rivals. Therefore, we have the cost advantages to compete at low prices.

Efficient
Processes and Technologies

Our
proprietary software allows us to tailor make tools based on our specific use cases and leverage technologies to greatly reduce manual
operations. We also saved the expense of using third-party software in managing inventory, orders, product listings, and especially the
advertising analytic tool. In fact, our search engine optimization allows us to have Advertising Cost of Sales (“ACoS”) significantly
lower than the industry average of 27.59% in 2020.

Low
Distribution and Logistic costs

We
saved the cost of managing the warehouse, shipping, and product distribution as we are enrolled in Amazon’s FBA program. The program
allows us to reduce fixed costs of the physical assets and quickly scale up the business without thinking much about infrastructure complexity.
Apart from using the FBA program, we also use FedEx, Amazon partnered carrier, Amazon Freight, and Amazon Global Logistics to reduce
expense. The competitive shipping rates we secured provide us a cost-efficient way to deliver shipments from overseas and domestic to
Amazon warehouse.

Efficiently
Managed Operations

We
have a good management structure within the firm and a data-driven system that allows employees to manage tasks quickly and cost-efficiently.
According to the CSI Market, the average annual revenue per employee of the retail industry in 2020 is $429,920, whereas in our company
it is $644,254. Our revenue per employee is also higher than the industry rivals, such as Amazon $483,789, Walmart $238,165, and Costco
$654,308. While our employees on average brought in higher revenues, our annual labor cost per employee is relatively low at less than
$30,000 per year.

Reduced
Labor Costs

Our
labor cost is below 5% of our revenue. We leverage third-party logistic companies to forward or prep our shipments to Amazon, which reduces
our logistic operation labor costs. We also worked with labor outsourcing partner located in Philippines. They provide virtual assistants
to help us with data entries and repetitive work, which is a very cost-effective way to do a lot of grunt work.

List
of key competitors by market size/share

Our
key competitor is Amazon Retail. Amazon Retail frequently buys from the same brands we sell and sells them at a loss. Amazon Retails
offers can be identified by the “Sold by Amazon” tag on Amazon’s site, and they are formed by the two components: 1)
Amazon Vendor Central and 2) Sold by Amazon program. We do not consider other third-party sellers as key competitors, because none of
them represent enough market share to influence sales outcome. The addressable market is incredibly vast, thus we believe there are plenty
of opportunities for everyone.

Amazon
Vendor Central

Amazon
Vendor Central allows manufacturers and brand owners to sell directly to Amazon as a first-party seller. This is one of the key competitive
factors as Amazon usually buys bulk from the brands and sells at a very low price, which leads to hyper-competitive pricing. On pricing
control, Amazon does not always follow the Minimum Advertised Pricing guidelines from manufacturers, which also puts us at a disadvantage
when selling the same products.