1
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any news or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ý
The number of shares outstanding of each of the issuer’s classes of common stock as of May 4, 2026 is 5,284,318.
2
OUTSIDE SPECIALTY PRODUCTS, INC.
FORM 10-Q
FOR THE SIX MONTHS ENDED MARCH 31, 2026
Special Note Regarding Forward-Looking Statements
| 4
|
|
|
PART I - Financial Information
|
|
|
|
Item 1.
| Financial Statements (Unaudited)
| 5
|
|
|
Item 2.
| Management’s Discussion and Analysis of Financial Condition and Results of Operations
| 12
|
|
|
Item 3.
| Quantitative and Qualitative Disclosures About Market Risk
| 14
|
|
|
Item 4.
| Controls and Procedures
| 14
|
|
|
PART II - Other Information
|
|
|
|
Item 1.
| Legal Proceedings
| 15
|
|
|
Item 1A.
| Risk Factors
| 15
|
|
|
Item 2.
| Unregistered Sales of Equity Securities and Use of Proceeds
| 15
|
|
|
Item 3.
| Defaults upon Senior Securities
| 15
|
|
|
Item 4.
| Mine Safety Disclosures
| 15
|
|
|
Item 5.
| Other Information
| 15
|
|
|
Item 6.
| Exhibits
| 16
|
|
|
Signatures
| 17
|
3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements and information in this report on Form 10-Q may constitute forward-looking statements. The words believe, may, potentially, estimate, continue, anticipate, intend, could, would, project, plan, expect and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the following:
·our future financial and operating results;
·our business strategy;
·our intentions, expectations and beliefs regarding anticipated growth, market penetration, and trends in our business;
·the effects of market conditions on our stock price and operating results;
·our ability to maintain our competitive technological advantages against competitors in our industry;
·our ability to timely and effectively adapt our existing technology and have our technology solutions gain market acceptance;
·our ability to introduce new products and bring them to market in a timely manner;
·our ability to maintain, protect and enhance our intellectual property;
·the effects of increased competition in our market and our ability to compete effectively;
·costs associated with defending intellectual property infringement and other claims;
·our expectations concerning our relationships with customers and other third parties;
·the impact of outbreaks, and threat or perceived threat of outbreaks, of epidemics and pandemics, including, without limitation, the coronavirus outbreak, on our sourcing and manufacturing operations as well as consumer spending;
·risks associated with sourcing and manufacturing; and
·our ability to comply with evolving legal standards and regulations, particularly concerning requirements for being a public company and United States export regulations.
These forward-looking statements speak only as of the date of this Form 10-Q and are subject to uncertainties, assumptions, and business and economic risks. As such, our actual results could differ materially from those set forth in the forward-looking statements. Moreover, we operate in a competitive and changing environment, and new risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in our forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances described in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Form 10-Q to conform these statements to actual results or to changes in our expectations, except as required by law.
You should read this Report on Form 10-Q and the documents that we have filed with the SEC as exhibits hereto with the understanding that our actual future results and circumstances may be materially different from what we expect.
4
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Index to Financial Statements
The accompanying notes are an integral part of these unaudited condensed financial statements.
7
OUTDOOR SPECIALTY PRODUCTS, INC.
Condensed Statements of Changes in Stockholders’ Deficit
For the three and six months ended March 31, 2026 and 2025
(Unaudited)
| Common Stock
|
| Additional Paid-in Capital
|
|
| Accumulated
Deficit
|
| Total
Stock-
holders’
Deficit
|
| Shares
|
| Amount
|
| |
|
|
| |
| |
Balance, September 30, 2024
| 5,284,318
| $
| 5,285
| $
| 99,232
|
|
| $
| (246,483)
| $
| (141,966)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the three months ended December 31, 2024
| -
|
| -
|
| -
|
|
|
| (22,365)
|
| (22,365)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2024
| 5,284,318
|
| 5,285
|
| 99,232
|
|
|
| (268,848)
|
| (164,331)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the three months ended March 31, 2025
| -
|
| -
|
| -
|
|
|
| (9,874)
|
| (9,874)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2025
| 5,284,318
| $
| 5,285
| $
| 99,232
|
|
| $
| (278,722)
| $
| (174,205)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2025
| 5,284,318
| $
| 5,285
| $
| 99,232
|
|
| $
| (295,012)
| $
| (190,495)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the three months ended December 31, 2025
| -
|
| -
|
| -
|
|
|
| (20,273)
|
| (20,273)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2025
| 5,284,318
|
| 5,285
|
| 99,232
|
|
|
| (315,285)
|
| (210,768)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the three months ended March 31, 2026
| -
|
| -
|
| -
|
|
|
| (11,570)
|
| (11,570)
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 31, 2026
| 5,284,318
| $
| 5,285
| $
| 99,232
|
|
| $
| (326,855)
| $
| (222,338)
|
The accompanying notes are an integral part of these unaudited condensed financial statements.
8
OUTDOOR SPECIALTY PRODUCTS, INC.
Condensed Statements of Cash Flows
(Unaudited)
|
| For the Six Months Ended
March 31,
|
|
|
| 2026
|
|
| 2025
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
Net Loss
| $
| (31,843)
|
| $
| (32,239)
|
|
Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities
|
|
|
|
|
|
|
Depreciation and amortization
|
| 458
|
|
| 380
|
|
Changes in Operating Assets and Liabilities:
|
|
|
|
|
|
|
Decrease (increase) in prepaid expense
|
| (4,280)
|
|
| 735
|
|
Decrease in inventory
|
| 6
|
|
| 4
|
|
Increase in accounts payable
|
| 2,150
|
|
| 5,940
|
|
Increase in accrued interest – related party
|
| 3,678
|
|
| 2,905
|
|
Net Cash Used by Operating Activities
|
| (29,831)
|
|
| (22,275)
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
Net Cash Used by Investing Activities
|
| -
|
|
| -
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
Proceeds from line of credit - related party
|
| 24,500
|
|
| 27,274
|
|
Net Cash Provided by Financing Activities
|
| 24,500
|
|
| 27,274
|
|
|
|
|
|
|
|
|
Net Increase (Decrease) in Cash
|
| (5,331)
|
|
| 4,999
|
|
Cash at Beginning of Period
|
| 6,121
|
|
| 560
|
|
Cash at End of Period
| $
| 790
|
| $
| 5,559
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
|
Cash Paid During the Period For:
|
|
|
|
|
|
|
Interest
| $
| -
|
| $
| -
|
|
Income taxes
| $
| -
|
| $
| -
|
|
The accompanying notes are an integral part of these unaudited condensed financial statements.
9
OUTDOOR SPECIALTY PRODUCTS, INC.
Notes to the Unaudited Condensed Financial Statements
March 31, 2026
NOTE 1 – Condensed Financial Statements
The accompanying unaudited financial statements of Outdoor Specialty Products, Inc. (the “Company”) were prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Management of the Company (“Management”) believes that the following disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended September 30, 2025.
These unaudited financial statements reflect all adjustments, consisting only of normal recurring adjustments that, in the opinion of Management, are necessary to present fairly the financial position and results of operations of the Company for the periods presented. Operating results for the six months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ending September 30, 2026.
NOTE 2 – Going Concern
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company did not generate sufficient revenue to generate net income, has a negative working capital, and has a limited operating history. These factors, among others, may indicate that there is substantial doubt that the Company will be able to continue as a going concern for a reasonable period of time.
The financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company intends to seek additional funding through additional stockholder loans and debt or equity offerings to fund its business plan. There is no assurance that the Company will be successful in raising additional funds.
10
OUTDOOR SPECIALTY PRODUCTS, INC.
Notes to the Unaudited Condensed Financial Statements
March 31, 2026
NOTE 3 – Line of Credit – Related Party
On January 4, 2021, we entered into a revolving promissory note agreement with our president and principal stockholder. During the six months ending March 31, 2026, the Company amended the revolving promissory note agreement to extend the maturity date to December 31, 2026 and increase the maximum principal indebtedness to $200,600. The revolving promissory note bears interest at the rate of 3.5%. The Company received proceeds under the line of credit of $19,550 and recorded interest expense of $3,134 during the six months ended March 31, 2026, resulting in balances of $185,973 and $166,423, with accrued interest of $16,573 and $13,439, at March 31, 2026 and September 30, 2025, respectively.
On December 1, 2021, we entered into a revolving promissory note agreement with another principal stockholder. During the six months ended March 31, 2026, the Company amended the revolving promissory note agreement to extend the maturity date to December 31, 2026 and increase the maximum principal indebtedness to $35,400. The revolving promissory note bears interest at the rate of 3.5% per annum. The Company received proceeds under the line of credit of $4,950 and recorded interest expense of $544 during the six months ended March 31, 2026, resulting in balances of $32,819 and $27,869, with accrued interest of $2,672 and $2,128, at March 31, 2026 and September 30, 2025, respectively.
NOTE 4 – Inventory
The Company’s inventory is broken out by finished goods and raw materials. The following is a summary of inventory:
NOTE 5 – Subsequent Events
Effective April 2, 2026, we entered into amended and restated revolving promissory note agreements with our president and another principal stockholder that supersede and replace the previous revolving promissory note agreements described in Note 5. The amended and restated note agreement with our president and principal stockholder provides for a maximum principal indebtedness of $243,100 and the amended and restated note agreement with the other principal stockholder provides for a maximum principal indebtedness of $42,900. The amended and restated note agreements both provide for a maturity date of June 30, 2027, and an interest rate of 3.5%.
Subsequent to March 31, 2026 and through the date of these financial statements, the Company received $8,000 in additional advances under the revolving promissory note agreements with its president and the other principal stockholder.
The Company has evaluated subsequent events from the balance sheet date through the date of the financial statements were issued and determined that there are no additional events requiring disclosure.
11
12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion in conjunction with our financial statements, which are included elsewhere in this report.
Overview
We are and have since our inception in 2014 been engaged in the business of developing, selling, and marketing products in niche markets within the specialty outdoor products marketplace. We introduced our proprietary “Reel Guard” product in 2014 and continue to offer it for sale. We are continuing our efforts to design and develop our new Slow-Sinker product that involves the use of a single injection molded component made of a material with a density heavier than water to achieve a slow sinking rate with enough overall weight to accomplish long-distance casting.
Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We did not generate sufficient revenue to generate net income, we have negative working capital, and we have a limited operating history. These factors, among others, may indicate that there is substantial doubt that we will be able to continue as a going concern for a reasonable period of time. Our financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. We intend to seek additional funding, if and to the extent required, through additional stockholder loans and debt or equity offerings. We also intend to increase our sales through the addition of our proposed Slow-Sinker product if and when its design is finalized and manufacturing has commenced. There is no assurance that we will be successful in raising additional funds or that the Slow-Sinker product will be successfully designed or result in an increase in sales.
Results of Operations for the Three and Six Months Ended March 31, 2026 and 2025
Revenues
From our inception in 2014 through the present, our revenue has resulted solely from sales of our proprietary Reel Guard product, and our cost of sales also relate solely to that product. Our Reel Guard product is offered for sale on our website and on eBay and sales vary from quarter to quarter based on the number of customers that become aware of the product and decide to make a purchase. Total revenue for the three months ended March 31, 2026, was $0, compared to $26 for the three months ended March 31, 2025, a decrease $26, or 100%. Total revenue for the six months ended March 31, 2026, was $65, compared to $52 for the six months ended March 31, 2025, an increase of $13, or approximately 25%. We are not aware of any specific reason for the fluctuations in sales.
Cost of Sales
Cost of sales for the three months ended March 31, 2026 was $0, compared to $2 for the three months ended March 31, 2025, a decrease of $2, or 100%. Cost of sales for the six months ended March 31, 2026 was $6, compared to $4 for the six months ended March 31, 2025, an increase of $2, or approximately 50%. Cost of sales as a percentage of revenue was approximately 0% and 7.7%, respectively, for the three-month periods ended March 31, 2026 and 2025, and was approximately 9.2% and 7.7%, respectively, for the six-month periods ended March 31, 2026 and 2025. Our cost of sales varied as a result of the number of units that were sold during the periods presented.
General and Administrative Expenses
General and administrative expenses were $9,699 for the three months ended March 31, 2026, compared to $8,405 for the three months ended March 31, 2025, an increase of $1,294 or approximately 15.4%. General and administrative expenses were $28,224 for the six months ended March 31, 2026, compared to $29,382 for the six months ended March 31, 2025, a decrease of $1,158 or approximately 3.9%. General and administrative expenses consist primarily of legal, accounting, and Edgar filing expenses, and varied slightly during the periods presented due to the timing of services provided and general cost of living increases over time.
13
Depreciation and Amortization Expense
Depreciation and amortization expenses currently are not material to our business. Depreciation and amortization expense was $458 for the six months ended March 31, 2026 as compared to $380 for the six months ended March 31, 2025.
Research and Development Expenses
Research and development expenses are not currently material to our business. We did not incur research and development expenses in the six months ended March 31, 2026 or 2025.
Liquidity and Capital Resources
As of March 31, 2026, we had total current assets of $10,515, including cash of $790, and current liabilities of $240,187, resulting in a working capital deficit of $229,672. Our current liabilities include accounts payable of $2,150, and a principal outstanding balance of $218,792 and $19,245 in accrued interest under the short-term related party revolving loan agreements with our president and another principal stockholder that are due on or before December 31, 2026. As of March 31, 2026, we had an accumulated deficit of $326,855 and a total stockholders’ deficit of $222,338. We have financed our operations to date from sales of our Reel Guard product, proceeds from our 2014 private placement, and proceeds from the short-term related party revolving loan agreements.
For the six months ended March 31, 2026, net cash used by operating activities was $29,831 as a result of a net loss of $31,843 and an increase in prepaid expense of $4,280, offset by depreciation and amortization of $458, a decrease in inventory of $6, an increase in accounts payable of $2,150, and an increase in accrued interest – related party of $3,678. By comparison, for the six months ended March 31, 2025, net cash used by operating activities was $22,275 as a result of a net loss of $32,239, offset by depreciation and amortization of $380, a decrease in prepaid expense of $735, a decrease in inventory of $4, an increase in accounts payable of $5,940, and an increase in accrued interest – related party of $2,905.
For the six months ended March 31, 2026 and 2025, we had no cash flows used in or provided by investing activities.
For the six months ended March 31, 2026, we had net cash provided by financing activities of $24,500 consisting of proceeds from the related party revolving loan agreements. For the six months ended March 31, 2025, we had net cash provided by financing activities of $27,274, also consisting of proceeds from the related party revolving loan agreements.
On January 4, 2021, we entered into a revolving promissory note agreement with our president and principal stockholder that, as amended, provides for total loans of up to $200,600 at an interest rate 3.5% per annum, which is repayable on or before December 31, 2026. We received proceeds under the revolving promissory note of $19,550 and recorded interest expense of $3,134 during the six months ended March 31, 2026, resulting in principal balances of $185,973 and $166,423, with accrued interest of $16,573 and $13,439, at March 31, 2026 and September 30, 2025, respectively. Effective April 2, 2026, the revolving promissory note agreement was further amended and restated to increase the maximum principal indebtedness to $243,100 and extend the maturity date to June 30, 2027.
On December 1, 2021, we entered into a revolving promissory note agreement with another principal stockholder that, as amended, provides for loans of up to $35,400 at an interest rate of 3.5% per annum, which is repayable on or before December 31, 2026. We received proceeds under the second revolving promissory note of $4,950 and recorded interest expense of $544 during the six months ended March 31, 2026, resulting in principal balances of $32,819 and $27,869, with accrued interest of $2,672 and $2,128, at March 31, 2026 and September 30, 2025, respectively. Effective April 2, 2026, the revolving promissory note agreement was further amended and restated to increase the maximum principal indebtedness to $42,900 and extend the maturity date to June 30, 2027.
14
We do not believe we have adequate funds to meet our obligations for the next twelve months from our current cash, the current revolving note agreements, and projected cash flow from operations. Cash flow from operations has not historically been sufficient to sustain our operations without the additional sources of capital described above. Our future working capital requirements will depend on many factors, including our revenues and the expansion of our product lines to include the new Slow-Sinker product, if and when the product is finalized. To the extent our cash, cash equivalents, and cash flows from operating activities and the revolving note agreements are insufficient to fund our future activities, we may need to raise additional funds through additional stockholder loans or private equity or debt financing. We also may need to raise additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies, or products. If additional funding is required, we may not be able to obtain additional stockholder loans or effect equity or debt financing on terms acceptable to us or at all.
Cash Requirements
As of March 31, 2026 and September 30, 2025, we did not have any lease obligations or requirements or other agreements requiring a significant commitment of cash.
Off-Balance Sheet Arrangements
As of March 31, 2026 and September 30, 2025, we did not have any off-balance sheet financing arrangements.
Critical Accounting Estimates
There have been no material changes to our critical accounting estimates as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable. The Company is a “smaller reporting company.”
Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures.
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow for timely decisions regarding required disclosure. Due to inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Further, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Under the supervision and with the participation of our management, including our principal executive and financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2026, the end of the period covered by this report. Based upon that evaluation, our principal executive and financial officer concluded that our disclosure controls and procedures were not effective as of March 31, 2026, due to the existence of the material weaknesses in our internal control over financial reporting described in our annual report on Form 10-K for the year ended September 30, 2025.
15
Changes in internal controls over financial reporting.
There was no change in our internal control over financial reporting during the three months ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to any material pending legal proceedings.
Item 1A. Risk Factors
Not Applicable. The Company is a “smaller reporting company.”
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
Not Applicable.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
16
Item 6: Exhibits
The following are included as exhibits to this report:
Exhibit
Number
|
|
Title of Document
|
|
Location
|
|
|
|
|
|
3.1
|
| Articles of Incorporation
|
| Incorporated by
Reference(1)
|
3.2
|
| Articles of Merger dated February 24, 2021
|
| Incorporated by
Reference(1)
|
3.3
|
| Bylaws
|
| Incorporated by Reference(1)
|
31.1
|
| Section 302 Certification of Chief Executive and Chief Financial Officer
|
| This Filing
|
32.1
|
| Section 1350 Certification of Chief Executive and Chief Financial Officer
|
| This Filing
|
101.INS
|
| Inline XBRL Instance Document.
|
|
101.SCH
|
| Inline XBRL Taxonomy Extension Schema Document.
|
|
101.CAL
|
| Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
101.DEF
|
| Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
101.LAB
|
| Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
101.PRE
|
| Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
104
|
| Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
|
|
(1)Incorporated by reference to the Company’s Registration Statement on Form 10-12G filed June 24, 2021.
17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
