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

Overview of the Business and Financial Condition

Contractor Plus, Inc. (the "Company") is a Delaware technology company headquartered in Orlando, Florida. The Company develops and maintains Contractor+, a mobile-first software-as-a-service platform designed for contractors and field-service professionals. The platform provides integrated solutions for lead generation, estimation, invoicing, payments, job scheduling, client management and other functions used to operate a contracting business.

The Company is an early-stage growth company with a limited operating history. The Company has experienced significant revenue growth, including growth in subscription revenue and additional platform-based revenue streams. The Company has also historically incurred net losses and continues to invest in customer acquisition, product development, personnel and expansion of its platform.

The discussion below should be read together with the audited financial statements for the years ended December 31, 2025 and 2024, the related notes, and the subsequent unaudited management financial information included or referenced in this Offering Statement.

As of September 15, 2026, we had cash and cash equivalents of approximately $121,996.

Historical Results of Operations

For the year ended December 31, 2025, the Company generated total revenue of approximately $645,629, compared with approximately $479,309 for 2024, an increase of approximately 35%. Subscription revenue increased from approximately $377,521 in 2024 to approximately $506,549 in 2025. Transaction and payment-facilitation revenue increased from approximately $43,865 to approximately $77,621, while commissions and marketplace revenue increased from approximately $57,923 to approximately $61,459.

Gross profit increased from approximately $420,517 in 2024 to $571,028 in 2025. The Company incurred an operating loss of approximately $231,820 in 2025, compared with approximately $336,682 in 2024. The Company's net loss decreased from approximately $371,853 in 2024 to approximately $309,668 in 2025.

Operating expenses increased during 2025 as the Company continued to invest in personnel and operations. Salaries, benefits and wages were approximately $463,325 in 2025 compared with approximately $323,379 in 2024. Marketing and advertising expenses decreased from approximately $270,213 in 2024 to approximately $139,260 in 2025. Interest expense increased from approximately $35,291 in 2024 to approximately $78,081 in 2025, primarily reflecting interest associated with convertible instruments and borrowings.

The Company's historical operating cash flow disclosure for 2025 is being reconciled with the auditor because the currently issued audited statement of cash flows does not reconcile to the balance-sheet cash amount. Management should not revise the audited financial statements in the Form C without auditor confirmation or reissuance.

Management does not believe that historical results should be viewed as necessarily representative of future performance because the Company's revenue mix, customer base, marketing expenditures, financing costs and investments in new products continue to change as the business scales.

Interim Results of Operations Through August 31, 2026

For the eight months ended August 31, 2026, the Company generated approximately $579,698 of revenue and approximately $521,474 of gross profit. Base subscription revenue totaled approximately $469,022 during the period and remained the Company's largest source of revenue. The Company also generated revenue from payment facilitation, commissions and fees, and additional Contractor+ products and services.

Monthly revenue increased from approximately $61,356 in January 2026 to approximately $87,300 in August 2026. Base subscription revenue increased from approximately $50,539 in January to approximately $66,076 in August.

For the eight months ended August 31, 2026, total expenses were approximately $666,415, resulting in a net loss of approximately $144,940. The Company continued to incur significant expenditures for salaries, marketing and customer acquisition, product development and financing costs. Advertising and marketing expenditures increased materially during July and August 2026 as the Company invested in growth and fundraising activity.

Accordingly, although revenue continued to increase during 2026, the Company remained loss-making on a year-to-date basis through August 31, 2026.

Financial Condition

As of September 15, 2026, based on unaudited management financial information, the Company had total assets of approximately $181,868, including approximately $164,619 of current assets. Net bank-account balances presented on the Company's balance sheet totaled approximately $118,076. Accounts and other receivables were approximately $15,807 and other current assets were approximately $30,736.

As of September 15, 2026, the Company reported total liabilities of approximately $1,303,329, including approximately $1,296,576 of current liabilities, and total stockholders' deficit of approximately $1,121,461.

A substantial portion of the Company's liabilities consists of convertible financing instruments and deferred revenue rather than ordinary operating payables. As of September 15, 2026, convertible instruments, including accrued interest, totaled approximately $903,172, and deferred revenue totaled approximately $230,829.

The Company's current liabilities substantially exceed its current assets. This working-capital deficit, together with the Company's historical and current operating losses, means that liquidity and access to additional capital remain important to the Company's ability to execute its growth plans.

Liquidity and Capital Resources

The Company has historically funded its operations through a combination of customer receipts, prior issuances of convertible instruments and other financing arrangements.

As of September 15, 2026, net bank-account balances presented on the Company's unaudited balance sheet totaled approximately $118,076. The Company's liquidity can fluctuate significantly based on the timing of subscription and other customer receipts, payroll, marketing and customer-acquisition expenditures, product-development costs, financing payments and other working-capital requirements.

The Company's results for the eight months ended August 31, 2026 included a net loss of approximately $144,940. Management therefore expects continued revenue generation, expense management and access to capital to remain important components of the Company's liquidity strategy.

The Company does not assume that historical losses or cash usage will continue at the same rate because management retains discretion over certain expenditures, including customer-acquisition and growth spending. Nevertheless, there can be no assurance that the Company will achieve positive operating cash flow or profitability within any particular period.

If available liquidity becomes insufficient to support planned expenditures, the Company may reduce or defer discretionary expenditures, modify the pace of its growth initiatives or seek additional financing.

Indebtedness and Capital Structure

As of September 15, 2026, the Company's balance sheet reflected approximately $903,172 of convertible instruments, including accrued interest. This balance consisted of approximately $641,675 of crowdfunding note principal, approximately $105,092 of private-investor note principal, and approximately $156,405 of related accrued interest.

The September 15, 2026 balance sheet also reflected a director loan of approximately $6,753.

In addition, the Company has a material financing arrangement with Efficient Capital Labs, Inc. Under the agreement, Efficient Capital Labs purchased future receivables for an advance of $150,000 in exchange for a specified amount of $168,000, including an $18,000 contractual cost. The agreement expressly characterizes the transaction as a commercial sale and purchase of future receivables and not a loan. As of September 15, 2026, the Company's books reflected a carrying balance of approximately $138,682 relating to this arrangement.

The specific principal amounts, maturity dates, interest rates, conversion provisions and other material contractual terms of the Company's indebtedness and financing arrangements are described in Item 24 of this Form C

As of the date of this offering statement, we had total outstanding indebtedness consisting of convertible notes and loans, with approximately $892,110 in aggregate outstanding obligations. The material terms of such indebtedness and financing arrangements are described in Item 24 of this Form C.

(For the avoidance of doubt, SAFEs are not treated as indebtedness.)

During the past three years, we have conducted exempt offerings, resulting in the issuance of securities in aggregate amounts of approximately $538,831.

Known Trends, Events, and Uncertainties

Management has observed a continued upward trend in revenue during 2026. Monthly revenue increased from approximately $61,356 in January 2026 to approximately $87,300 in August 2026, while base subscription revenue increased from approximately $50,539 to approximately $66,076 over the same period.

At the same time, the Company continues to incur material operating expenses and financing costs. Advertising and marketing spending increased materially during July and August 2026 as management increased investment in growth and fundraising activity. August 2026 total expenses were approximately $119,438, and the Company recorded a net loss of approximately $39,602 for that month.

Future results will depend on, among other things, subscriber growth and retention, customer-acquisition costs, adoption of additional Contractor+ products and services, payment and marketplace activity, personnel and product-development costs, financing costs and the Company's ability to obtain additional capital when required.

These factors may cause the Company's revenue, operating results and cash requirements to fluctuate materially from period to period.

Material Changes Since December 31, 2025

Since December 31, 2025, the Company has experienced substantial revenue growth and continued expansion of its platform revenue streams.

For the eight months ended August 31, 2026, the Company generated approximately $579,698 of revenue. The Company also increased investment in marketing and customer acquisition and continued to incur operating losses as it pursued growth.

The Company's financing structure also changed after December 31, 2025. The prior QuickBooks loan was repaid, and the Company entered into the Efficient Capital Labs future-receivables purchase arrangement described above.

As of September 15, 2026, the Company's most recent unaudited balance sheet reflected approximately $181,868 of total assets, approximately $1,303,329 of total liabilities and approximately $118,076 of net bank-account balances.

Changes Since the Date of the Financial Statements

Since the date of the financial statements included in this offering statement, there were material changes in our operations and financial condition, including a material increase in revenue.

Impact of This Offering

The Company intends to use the proceeds from this offering to accelerate customer acquisition, scale the revenue streams incorporated into the Contractor+ platform, support working-capital requirements and fund other growth initiatives, as further described in Item 10 of this Form C.

The amount and timing of these expenditures will depend on the amount raised, the Company's operating performance, available liquidity and market conditions. The proceeds of this offering are expected to increase the Company's liquidity and provide additional resources to pursue its growth plans.

If the Company raises less than its targeted offering amount, management may reduce or defer certain discretionary growth expenditures, adjust the pace of customer-acquisition initiatives or seek additional financing.

There can be no assurance that the proceeds of this offering will be sufficient to achieve all of the Company's business objectives or eliminate the need for future financing. Likewise, there can be no assurance that additional financing will be available on acceptable terms, or at all.

Business and Operating Uncertainty

The Company operates in a competitive and evolving technology market and is subject to risks associated with an early-stage growth business.

The Company's future financial performance may be affected by changes in subscriber growth and retention, pricing, customer-acquisition costs, adoption of additional products and services, payment-processing and marketplace activity, competition, personnel and product-development costs, financing costs, availability of additional capital and general economic conditions affecting contractors and small businesses.

Because of these factors, historical operating results and cash flows may not be indicative of future performance.

Forward-Looking Statements

This discussion contains forward-looking statements based on management's current expectations, estimates and assumptions. Forward-looking statements involve risks and uncertainties, and actual results may differ materially from those expressed or implied.

Investors should consider these statements together with the risk factors, financial statements, related notes, indebtedness disclosures and other information contained in this Offering Statement.