UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ Quarterly
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For
the quarterly period ended December 31, 2023
☐
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For
the transition period from ___________ to __________
Commission
File No. 000-56301
OUTDOOR
SPECIALTY PRODUCTS, INC.
(Exact
name of registrant as specified in charter)
| NEVADA | | 46-4854952 |
(State or other jurisdiction of
incorporation or organization) | | (IRS Employer
Identification No.) |
| 3842 Quail Hollow Drive, Salt Lake City, Utah | | 84109 |
| (Address of principal executive offices) | | (Zip Code) |
(801) 560-5184
Registrant’s telephone number, including
area code)
(Former name, former address and former fiscal
year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required
to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| | Emerging Growth Company ☐ |
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. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The
number of shares outstanding of each of the issuer’s classes of common stock as of February 9, 2024 is 5,284,318.
OUTSIDE SPECIALTY PRODUCTS, INC.
FORM 10-Q
FOR THE THREE MONTHS ENDED DECEMBER 31, 2023
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 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.
PART I - FINANCIAL INFORMATION
Item
1. Financial Statements
Index to Financial Statements
OUTDOOR SPECIALTY PRODUCTS, INC.
Balance Sheets
(Unaudited)
| | |
December 31,
2023 | | |
September 30,
2023 | |
| Assets: | |
| | |
| |
| Current Assets: | |
| | |
| |
| Cash | |
$ | 1,540 | | |
$ | 3,162 | |
| Prepaid expense | |
| 5,550 | | |
| 458 | |
| Inventory | |
| 3,660 | | |
| 3,661 | |
| Total current assets | |
| 10,750 | | |
| 7,281 | |
| | |
| | | |
| | |
| Other Assets: | |
| | | |
| | |
| Patents, net | |
| - | | |
| - | |
| | |
| | | |
| | |
| Total Assets | |
$ | 10,750 | | |
$ | 7,281 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Deficit: | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 7,822 | | |
$ | 2,310 | |
| Accrued interest | |
| 5,954 | | |
| 5,012 | |
| Line of credit-related party | |
| 111,913 | | |
| 98,360 | |
| | |
| | | |
| | |
| Total Liabilities | |
| 125,689 | | |
| 105,682 | |
| | |
| | | |
| | |
| Stockholders’ Deficit: | |
| | | |
| | |
| Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding | |
| - | | |
| - | |
| Common stock, $0.001 par value, 190,000,000 shares authorized, 5,284,318 shares issued and outstanding | |
| 5,285 | | |
| 5,285 | |
| Additional paid-in capital | |
| 99,232 | | |
| 99,232 | |
| Accumulated deficit | |
| (219,456 | ) | |
| (202,918 | ) |
| Total Stockholders’ Deficit | |
| (114,939 | ) | |
| (98,401 | ) |
| | |
| | | |
| | |
| Total Liabilities and Stockholders’ Deficit | |
$ | 10,750 | | |
$ | 7,281 | |
The accompanying notes are an integral part of
these unaudited condensed financial statements.
OUTDOOR SPECIALTY PRODUCTS, INC.
Statements of Operations
(Unaudited)
| | |
For the Three Months Ended
December
31, | |
| | |
2023 | | |
2022 | |
| Revenue | |
$ | 13 | | |
$ | 130 | |
| Cost of Sales | |
| (1 | ) | |
| (12 | ) |
| Gross Profit | |
| 12 | | |
| 118 | |
| | |
| | | |
| | |
| Operating Expenses: | |
| | | |
| | |
| General and administrative | |
| 15,608 | | |
| 10,053 | |
| Total Operating Expenses | |
| 15,608 | | |
| 10,053 | |
| Loss from Operations | |
| (15,596 | ) | |
| (9,935 | ) |
| Other Expense: | |
| | | |
| | |
| Interest expense | |
| 942 | | |
| 615 | |
| Total other expense | |
| 942 | | |
| 615 | |
| Net Loss | |
$ | (16,538 | ) | |
$ | (10,550 | ) |
Net loss per share of common Stock – basic and diluted | |
$ | (0.00 | ) | |
$ | (0.00 | ) |
Weighted average number of common shares outstanding – basic and diluted | |
| 5,284,318 | | |
| 5,284,318 | |
The accompanying notes are an integral part of
these unaudited condensed financial statements.
OUTDOOR SPECIALTY PRODUCTS, INC.
Statements of Changes in Stockholders’ Deficit
For the three months ended December 31, 2023, and
2022
(Unaudited)
| | |
Common Stock | | |
Additional
Paid-in | | |
Accumulated | | |
Total
Stockholders’ | |
| | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| Balance, September 30, 2022 | |
| 5,284,318 | | |
$ | 5,285 | | |
$ | 99,232 | | |
$ | (156,446 | ) | |
$ | (51,929 | ) |
| Net loss for the three months ended December 31, 2022 | |
| - | | |
| - | | |
| - | | |
| (10,550 | ) | |
| (10,550 | ) |
| Balance, December 31, 2022 | |
| 5,284,318 | | |
$ | 5,285 | | |
$ | 92,232 | | |
$ | (166,996 | ) | |
$ | (62,479 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, September 30, 2023 | |
| 5,284,318 | | |
$ | 5,285 | | |
$ | 99,232 | | |
$ | (202,918 | ) | |
$ | (98,401 | ) |
| Net loss for the three months ended December 31, 2023 | |
| - | | |
| - | | |
| - | | |
| (16,538 | ) | |
| (16,538 | ) |
| Balance, December 31, 2023 | |
| 5,284,318 | | |
$ | 5,285 | | |
$ | 92,232 | | |
$ | (219,456 | ) | |
$ | (114,939 | ) |
The accompanying notes are an integral part of
these unaudited condensed financial statements.
OUTDOOR SPECIALTY PRODUCTS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
| | |
For the Three Months Ended
December 31, | |
| | |
2023 | | |
2022 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
| Net Loss | |
$ | (16,538 | ) | |
$ | (10,550 | ) |
| Adjustments to Reconcile Net Loss | |
| | | |
| | |
| To Net Cash Used by Operating Activities | |
| | | |
| | |
| Depreciation and Amortization | |
| - | | |
| 102 | |
| Changes in Operating Assets and Liabilities: | |
| | | |
| | |
| Increase in prepaid expense | |
| (5,092 | ) | |
| (4,126 | ) |
| Increase in accounts receivable | |
| - | | |
| (13 | ) |
| Decrease in inventory | |
| 1 | | |
| 13 | |
| Increase in accounts payable | |
| 5,512 | | |
| - | |
| Increase in accrued interest | |
| 942 | | |
| 615 | |
| Net Cash Used by Operating Activities | |
| (15,175 | ) | |
| (13,959 | ) |
| | |
| | | |
| | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
| Net Cash Used by Investing Activities | |
| - | | |
| - | |
| | |
| | | |
| | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
| Proceeds from line of credit - related party | |
| 13,553 | | |
| 13,946 | |
| Net Cash Provided by Financing Activities | |
| 13,553 | | |
| 13,946 | |
| | |
| | | |
| | |
| Net Increase (Decrease) in Cash | |
| (1,622 | ) | |
| (13 | ) |
| Cash at Beginning of Period | |
| 3,162 | | |
| 1,241 | |
| Cash at End of Period | |
$ | 1,540 | | |
$ | 1,228 | |
| | |
| | | |
| | |
| SUPPLEMENTAL DISCLOSURES: | |
| | | |
| | |
| Cash Paid During the Period For: | |
| | | |
| | |
| Interest | |
$ | - | | |
$ | - | |
| Income taxes | |
$ | - | | |
$ | - | |
The accompanying notes are an integral part of
these unaudited condensed financial statements.
OUTDOOR SPECIALTY PRODUCTS, INC.
Notes to the Unaudited Condensed Financial Statements
Three Months Ended December 31, 2023
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, 2023.
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 three months ended December 31,
2023, are not necessarily indicative of the results that may be expected for the year ending September 30, 2024.
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.
NOTE 3 – LINE OF CREDIT – RELATED
PARTY
During the three months ended December 31, 2023,
the Company amended the revolving promissory note agreement with its related party to extend the maturity date to December 31, 2024 and
increase the maximum principal indebtedness to $127,500. The revolving promissory note bears interest at the rate of 3.5% per annum. The
Company received proceeds under the line of credit of $10,000 during the three months ended December 31, 2023, resulting in principal
balances of $93,521 and $83,521, with accrued interest of $5,246 and $4,444, at December 31, 2023 and September 30, 2023, respectively.
Also, during the three months ended December 31,
2023, the Company amended the revolving promissory note agreement with another principal stockholder to extend the maturity date to December
31, 2024 and increase the maximum principal indebtedness to $22,500. The revolving promissory note bears interest at the rate of 3.5%
per annum. The Company received proceeds under the line of credit of $3,553 during the three months ended December 31, 2023, resulting
in principal balances of $18,392 and $14,839, with accrued interest of $708 and $568, at December 31, 2023 and September 30, 2023, respectively.
NOTE 4 – SUBSEQUENT EVENTS
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 events requiring disclosure.
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 have postponed the production of the SLINKOR product while
we attempt to redesign it to replace the lead weight with a weight made from a non-lead material and to implement a more automated manufacturing
process. Our initial efforts to locate a weight made of non-lead material were unsuccessful and we are now focusing our efforts on a complete
redesign of the product that would involve the use of a single injection molded component made of a material with weighting properties
similar to lead. We believe the use of a single injection molded product would allow us to accelerate the manufacturing process, which
we anticipate would increase production capacity and reduce costs as compared to the manual manufacturing process currently used by the
Licensor to produce the SLINKOR. No assurances can be given that the proposed injection molded product will be successfully completed
or that it will be available for production and sale. We do not plan to commence manufacturing of the new product until the design has
been completed and additional debt or equity funding has been received to cover the manufacturing costs.
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 through additional stockholder loans and debt or equity offerings. We also intend to increase
our sales through the addition of our SLINKOR product when and if its redesign is completed. There is no assurance that we will be successful
in raising additional funds or that the SLINKOR product will result in an increase in sales.
Results of Operations for the Three and Three months Ended December
31, 2023 and 2022
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 December 31, 2023, was $13, compared to $130 for
the three months ended December 31, 2022, a decrease of $117, or approximately 90%. We are not aware of any reason for the decline in
sales.
Cost of Sales
Cost of sales for the three months ended December 31, 2023 was $1,
compared to $12 for the three months ended December 31, 2022, a decrease of $11, or approximately 92%, which is in line with the decrease
in revenue. Cost of sales as a percentage of revenue for the three months ended December 31, 2023 and 2022 was approximately 8% and 10%,
respectively. Our cost of sales as a percentage of revenue did not differ significantly from 2022 to 2023 since we offered only one product
for sale and there have been no material changes in the sales price or manufacturing cost of our product.
General and Administrative Expenses
General and administrative expenses were $15,608 for the three months
ended December 31, 2023, compared to $10,053 for the three months ended December 31, 2022, an increase of $5,555 or approximately 55%.
General and administrative expenses consist primarily of legal, accounting, and Edgar filing expenses and the increase in 2023 is primarily
attributable to higher legal fees.
Depreciation and Amortization Expense
Depreciation and amortization expenses currently are not material to
our business. Depreciation and amortization expense was $0 for the three months ended December 31, 2023 as compared to $102 for the three
months ended December 31, 2022. As of September 30, 2023, the Company wrote off the remaining net balance on its patent after it was determined
an impairment existed in accordance with ASC 360 which requires that a company recognize an impairment loss if, and only if, the carrying
amount of a long-lived asset (asset group) is not recoverable from the sum of the undiscounted cash flows expected to result from the
use and eventual disposal of the asset.
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 three months ended December 31, 2023 or 2022.
Liquidity and Capital Resources
As of December 31, 2023, we had total current assets of $10,750, including
cash of $1,540, and current liabilities of $125,689, resulting in a working capital deficit of $114,939. Our current liabilities include
a principal outstanding balance of $111,913, and $5,954 in accrued interest, under the short-term revolving loan agreements with our president
and another principal stockholder that are due on or before December 31, 2024. As of December 31, 2023, we had an accumulated deficit
of $219,456 and a total stockholders’ deficit of $114,939. 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 revolving loan agreements.
For the three months ended December 31, 2023, net cash used by operating
activities was $15,175 as a result of a net loss of $16,538, which was (i) reduced by a decrease in inventory of $1, an increase in accounts
payable of $5,512, and an increase in accrued interest of $942, and (ii) increased by an increase in prepaid expense of $5,092. By comparison,
for the three months ended December 31, 2022, net cash used by operating activities was $13,959 as a result of a net loss of $10,550,
which was (i) reduced depreciation and amortization of $102, a decrease in inventory of $13, and an increase in accrued interest of $615,
and (ii) increased by an increase in prepaid expense of $4,126 and an increase in accounts receivable of $13.
For the three months ended December 31, 2023 and 2022, we had no cash
flows used in or provided by investing activities.
For the three months ended December 31, 2023, we had net cash provided
by financing activities of $13,553 consisting of proceeds from the revolving loan agreements. For the three months ended December 31,
2022, we had net cash provided by financing activities of $13,946, also consisting of proceeds from the revolving loan agreements.
Following our incorporation in 2014, we completed
the private placement of 285,714 shares of our common stock to accredited investors in a private placement at a price of $0.35 per share
for total proceeds of $100,011. The proceeds from the private placement together with our limited product sales were sufficient to fund
our operations through our fiscal year ended September 30, 2020. 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 $127,500 at an interest rate 3.5% per
annum, which is repayable on or before December 31, 2024. We received proceeds under the revolving promissory note of $10,000 during the
three months ended December 31, 2023, resulting in principal balances of $93,521 and $83,521, with accrued interest of $5,246 and $4,444,
at December 31, 2023 and September 30, 2023, respectively. During December 2021, we entered into a revolving promissory note agreement
with another principal stockholder that, as amended, provides for loans of up to $22,500 at an interest rate of 3.5% per annum, which
is repayable on or before December 31, 2024. We received proceeds under the second revolving promissory note of $3,553 during the three
months ended December 31, 2023, resulting in principal balances of $18,392 and $14,839, with accrued interest of $708 and $568, at December
31, 2023 and September 30, 2023, respectively.
We do not believe we will generate adequate revenues to meet our obligations
for the next twelve months and will require additional loans under the revolving note agreements in order to meet such obligations. 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, an increase in the amounts and extension
of the due dates of the revolving loan agreements if required, the expansion of our product line to include the new SLINKOR product, and
the costs of redesigning and manufacturing the SLINKOR product. 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 effect an equity or debt financing on terms acceptable to us or at all.
Cash Requirements
As of December 31, 2023 and September 30, 2023, we did not have any
lease obligations or requirements or other agreements requiring a significant commitment of cash.
Off-Balance Sheet Arrangements
As of December 31, 2023 and September 30, 2023, 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, 2023.
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 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 President and Treasurer who serves as our principal executive and principal 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 Securities
Exchange Act of 1934 (“the Exchange Act”) as of December 31, 2023, 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 December 31, 2023, 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, 2023.
Changes in internal controls over financial reporting.
Except as
described below, there was no change in our internal control over financial reporting during the three months ended December 31, 2023
that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. During such
quarter, in order to address 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, 2023, we put in place additional review related to the accuracy of accounting for inventory
and strengthened our procedures around complex accounting issues such as asset impairments and set guidelines for how to conduct and
document the reviews of those complex topics. We believe additional testing is required before concluding that the material weaknesses
have been remediated.
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
None.
Item 6: Exhibits
The following are included as exhibits to this report:
| (1) | Incorporated by reference to the Company’s Registration
Statement on Form 10-12G filed June 24, 2021. |
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.
| |
Outdoor Specialty Products, Inc. |
| |
|
|
| Dated: February 9, 2024 |
By |
/s/ Kirk Blosch |
| |
|
Kirk Blosch |
| |
|
President, Secretary and Treasurer |
| |
|
(Principal Executive and Accounting Officer) |
12
--09-30
NV
0.00
0.00
5284318
5284318
false
Q1
2024
0001610718
0001610718
2023-10-01
2023-12-31
0001610718
2024-02-09
0001610718
2023-12-31
0001610718
2023-09-30
0001610718
us-gaap:RelatedPartyMember
2023-12-31
0001610718
us-gaap:RelatedPartyMember
2023-09-30
0001610718
2022-10-01
2022-12-31
0001610718
us-gaap:CommonStockMember
2022-09-30
0001610718
us-gaap:AdditionalPaidInCapitalMember
2022-09-30
0001610718
us-gaap:RetainedEarningsMember
2022-09-30
0001610718
2022-09-30
0001610718
us-gaap:CommonStockMember
2022-10-01
2022-12-31
0001610718
us-gaap:AdditionalPaidInCapitalMember
2022-10-01
2022-12-31
0001610718
us-gaap:RetainedEarningsMember
2022-10-01
2022-12-31
0001610718
us-gaap:CommonStockMember
2022-12-31
0001610718
us-gaap:AdditionalPaidInCapitalMember
2022-12-31
0001610718
us-gaap:RetainedEarningsMember
2022-12-31
0001610718
2022-12-31
0001610718
us-gaap:CommonStockMember
2023-09-30
0001610718
us-gaap:AdditionalPaidInCapitalMember
2023-09-30
0001610718
us-gaap:RetainedEarningsMember
2023-09-30
0001610718
us-gaap:CommonStockMember
2023-10-01
2023-12-31
0001610718
us-gaap:AdditionalPaidInCapitalMember
2023-10-01
2023-12-31
0001610718
us-gaap:RetainedEarningsMember
2023-10-01
2023-12-31
0001610718
us-gaap:CommonStockMember
2023-12-31
0001610718
us-gaap:AdditionalPaidInCapitalMember
2023-12-31
0001610718
us-gaap:RetainedEarningsMember
2023-12-31
0001610718
us-gaap:RelatedPartyMember
2023-10-01
2023-12-31
0001610718
us-gaap:RelatedPartyMember
2022-10-01
2023-09-30
0001610718
2022-10-01
2023-09-30
xbrli:shares
iso4217:USD
iso4217:USD
xbrli:shares
xbrli:pure
This Fourth Amendment to Revolving Promissory Note
Agreement is made and entered into as of the 9th day of October 2023, by and between Outdoor Specialty Products, Inc., a Nevada corporation
(“Borrower”), and Ed Bailey (“Noteholder”).
WHEREAS, Borrower and Noteholder entered into that
certain Revolving Promissory Note Agreement, dated December 1, 2021, in the original principal amount of $7,000.00, as amended on June
2, 2022, November 21, 2022, and May 10, 2023 (collectively, the “Original Note”), which currently provides for a maturity
date of December 31, 2023, and a maximum principal indebtedness of $15,000.00; and
WHEREAS, Borrower and Noteholder desire to further
amend the Original Note to increase the amount of principal indebtedness and extend the Maturity Date as provided herein.
NOW, THEREFORE, in consideration of the premises
and covenants set forth herein, the parties hereto agree as follows:
1. Increase in Principal Indebtedness. The
Original Note is hereby amended by changing the principal amount of the Note at the top of the first page from US $15,000 to US $22,500.00
and by changing the amount of the Principal Indebtedness in the preamble of the Original Note from FIFTEEN THOUSAND AND NO/100 DOLLARS
(US$15,000) to TWENTY-TWO THOUSAND FIVE HUNDRED AND NO/100 DOLLARS (US$22,500.00).
2. Extension of Maturity Date. Section 1(a)
of the Original Note captioned “Maturity Date,” is hereby amended by changing the Maturity Date from December 31, 2023, to
December 31, 2024.
3. Defined Terms / No Further Modification.
Any terms used but not defined herein shall have the meanings ascribed to them in the Original Note. Except as expressly set forth herein,
the Original Note shall remain unmodified and shall continue in full force and effect.
Dated as of the date first written above.
In connection with the Quarterly Report of Outdoor
Specialty Products, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2023, as filed with the Securities
and Exchange Commission on or about the date hereof (the “Report”), I, Kirk Blosch, President, Secretary and Treasurer of
the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
A signed original of this written statement
required by Section 906 of the Sarbanes-Oxley Act has been furnished to Outdoor Specialty Products, Inc. and will be retained by Outdoor
Specialty Products, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.