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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 ~~March~~June 3130, 2024

☐ 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
NEVADA (NV)		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 ~~May~~August 1413, 2024 is 5,284,318.

OUTSIDE SPECIALTY PRODUCTS, INC.

FORM 10-Q

FOR THE ~~SIX~~THREE AND NINE MONTHS ENDED ~~MARCH~~JUNE 3130, 2024

Special Note Regarding Forward-Looking Statements		ii
PART I - Financial Information
Item 1.	Financial Statements (Unaudited)	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4.	Controls and Procedures	10
PART II - Other Information
Item 1.	Legal Proceedings	11
Item 1A.	Risk Factors	11
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults upon Senior Securities	11
Item 4.	Mine Safety Disclosures	11
Item 5.	Other Information	11
Item 6.	Exhibits	1112
Signatures		1213

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.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Index to Financial Statements

Condensed Balance Sheets (Unaudited) at March 31, 2024 and September 30, 2023	2
Condensed Balance Sheets (Unaudited) at June 30, 2024 and September 30, 2023	2
Condensed Statements of Operations. (Unaudited) for the Three and Six Months Ended March 31, 2024 and 2023	3
Condensed Statements of Operations. (Unaudited) for the Three and Nine months Ended June 30, 2024 and 2023	3
Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) for the Six Months Ended March 31, 2024 and 2023	4
Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) for the Nine months Ended June 30, 2024 and 2023	4
Condensed Statements of Cash Flow (Unaudited) for the Six Months Ended March 31, 2024 and 2023	5
Condensed Statements of Cash Flow (Unaudited) for the Nine months Ended June 30, 2024 and 2023	5
Notes to the Unaudited Condensed Financial Statements.	6

OUTDOOR SPECIALTY PRODUCTS, INC.

Balance Sheets

(Unaudited)

Assets:	March 31, 2024			September 30, 2023
	June 30, 2024		September 30, 2023
Current Assets:
Assets:
Cash	$	3,241		$	3,162
Current Assets:
Prepaid expense		3,360			458
Cash	$2,450		$3,162
Inventory		3,654			3,661
Prepaid expense	1,920		458
Total current assets		10,255			7,281
Inventory	3,649		3,661
Other Assets:		-			-
Total current assets	8,019		7,281
Total Assets	$	10,255		$	7,281
Property, Plant and Equipment, net	4,278		-
Liabilities and Stockholders’ (Deficit):
Other Assets:
Current Liabilities:
Patents, net	2,230		-
Accounts payable	$	-		$	2,310
Total Assets	$14,527		$7,281
Accrued interest		7,040			5,012
Liabilities and Stockholders' (Deficit):
Line of credit-related party		127,913			98,360
Current Liabilities:
Total Liabilities:		134,953			105,682
Accounts payable	$1,250		$2,310
Stockholders’ Deficit:
Accrued interest	8,185		5,012
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding		-			-
Line of credit-related party	139,098		98,360
Common stock, $0.001 par value, 190,000,000 shares authorized, 5,284,318 shares issued and outstanding		5,285			5,285
Total Liabilities:	148,533		105,682
Additional paid-in capital		99,232			99,232
Stockholders' Deficit:
Accumulated deficit		(229,215	)		(202,918	)
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding	-		-
Total Stockholders’ Deficit		(124,698	)		(98,401	)
Common stock, $0.001 par value, 190,000,000 shares authorized, 5,284,318 shares issued and outstanding	5,285		5,285
Total Liabilities and Stockholders’ Deficit	$	10,255		$	7,281
Additional paid-in capital	99,232		99,232
Accumulated deficit	(238,523)		(202,918)
Total Stockholders' Deficit	(134,006)		(98,401)
Total Liabilities and Stockholders' Deficit	$14,527		$7,281

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

OUTDOOR SPECIALTY PRODUCTS, INC.

Statements of Operations

(Unaudited)

	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023			Six Months Ended March 31, 2024			Six Months Ended March 31, 2023
	Three Months Ended June 30, 2024		Three Months Ended June 30, 2023	Nine Months Ended June 30, 2024		Nine Months Ended June 30, 2023
Revenue	$52	65	$155	$130	~~195~~	$480	$	78		$	~~325~~
Cost of sales	5	6	14	12	20	46		7			32
Gross profit	47	59	141	118	~~175~~	434		71			~~293~~
Operating Expenses:
General and administrative	8,210	~~8,732~~	5,857	32,550	~~11,643~~	27,553		~~24,340~~			~~21,696~~
Total Operating Expenses	8,210	~~8,732~~	5,857	32,550	~~11,643~~	27,553		~~24,340~~			~~21,696~~
Loss from Operations	(8,163)	~~(8,673~~	(5,716)	(32,432)	~~(11,468~~	(27,119)		~~(24,269~~	)		~~(21,403~~	)
Other Expense
Interest expense	(1,145)	~~(1,086~~	(774)	(3,173)	~~(707~~	(2,096)		~~(2,028~~	)		~~(1,322~~	)
Net Loss	$(9,308)	~~(9,759~~	$(6,490)	$(35,605)	~~(12,175~~	$(29,215)	$	~~(26,297~~	)	$	~~(22,725~~	)
Net loss per share of common stock- basic and diluted	$(0.00)	~~(0.00~~	$(0.00)	$(0.01)	~~(0.00~~	$(0.01)	$	~~(0.00~~	)	$	~~(0.00~~	)
Weighted average number of common shares outstanding – basic and diluted	5,284,318	~~5,284,318~~	5,284,318	5,284,318	~~5,284,318~~	5,284,318		~~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 ~~six~~nine months ended ~~March~~June 3130, 2024 and 2023

(Unaudited)

	Common Stock			Additional Paid-in		Accumulated	~~Additional~~Total ~~Paid~~Stock-in holders’		~~Accumulated~~			~~Total Stock- holders’~~
	Shares		Amount	~~Amount~~Capital		Deficit	~~Capital~~(Deficit)		~~Deficit~~			~~Deficit~~
Balance, September 30, 2022	5,284,318	~~5,284,318~~	$5,285	$99,232	~~5,285~~	$(156,446)	$(51,929)	~~99,232~~	$	~~(156,446~~	)	$	~~(51,929~~	)
Net loss for the three months ended December 31, 2022	-	-	-	-	-	(10,550)	(10,550)	-		~~(10,550~~	)		~~(10,550~~	)
Balance December 31, 2022	5,284,318	~~5,284,318~~	$5,285	$99,232	~~5,285~~	$(166,996)	$(62,479)	~~99,232~~	$	~~(166,996~~	)	$	~~(62,479~~	)
Net loss for the three months ended March 31, 2023	-	-	-	-	-	(12,175)	(12,175)	-		~~(12,175~~	)		~~(12,175~~	)
Balance, March 31, 2023	5,284,318	~~5,284,318~~	$5,285	$99,232	~~5,285~~	$(179,171)	$(74,654)	~~99,232~~	$	~~(179,171~~	)	$	~~(74,654~~	)
Balance, September 30, 2023		5,284,318		$	5,285		$	99,232	$	(202,918	)	$	(98,401	)
Net loss for the three months ended June 30, 2023	-		-	-		(6,490)	(6,490)
Net loss for the three months ended December 31, 2023		-			-			-		(16,538	)		(16,538	)
Balance, June 30, 2023	5,284,318		$5,285	$99,232		$(185,661)	$(81,144)
Balance December 31, 2023		5,284,318		$	5,285		$	99,232	$	(219,456	)	$	(114,939	)
Balance, September 30, 2023	5,284,318		$5,285	$99,232		$(202,918)	$(98,401)
Net loss for the three months ended March 31, 2024		-			-			-		(9,759	)		(9,759	)
Net loss for the three months ended December 31, 2023	-		-	-		(16,538)	(16,538)
Balance, March 31, 2024		5,284,318		$	5,285		$	99,232	$	(229,215	)	$	(124,698	)
Balance December 31, 2023	5,284,318		$5,285	$99,232		$(219,456)	$(114,939)
Net loss for the three months ended March 31, 2024	-		-	-		(9,759)	(9,759)
Balance, March 31, 2024	5,284,318		$5,285	$99,232		$(229,215)	$(124,698)
Net loss for the three months ended June 30, 2024	-		-	-		(9,308)	(9,308)
Balance, June 30, 2024	5,284,318		$5,285	$99,232		$(238,523)	$(134,006)

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

OUTDOOR SPECIALTY PRODUCTS, INC. STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended March 31,
	For the Nine Months EndedJune 30,
	2024		2023	~~2023~~
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$(35,605)	~~(26,297~~	$(29,215)	$	~~(22,725~~	)
Adjustments to Reconcile Net Loss
To Net Cash Used by Operating Activities
Depreciation and Amortization	-	-	306		~~204~~
Changes in Operating Assets and Liabilities:
Increase in prepaid expense	(1,462)	~~(2,902~~	(1,375)		~~(2,750~~	)
Decrease in inventory	12	7	47		32
Decrease in accounts payable	(1,060)	~~(2,310~~	)-		-
Increase in accrued interest	3,173	~~2,028~~	2,096		~~1,322~~
Net Cash Used by Operating Activities	(34,942)	~~(29,474~~	(28,141)		~~(23,917~~	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net Cash Used by Investing Activities		-			-
Purchase of property, plant and equipment	(4,278)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of patent	(2,230)		-
Proceeds from line of credit - related party		29,553			24,546
Net Cash Used by Investing Activities	(6,508)		-
Net Cash Provided by Financing Activities		29,553			24,546
CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase in Cash		79			629
Proceeds from line of credit - related party	40,738		28,530
Cash at Beginning of Period		3,162			1,241
Net Cash Provided by Financing Activities	40,738		28,530
Cash at End of Period	$	3,241		$	1,870
Net Increase (Decrease) in Cash	(712)		389
SUPPLEMENTAL DISCLOSURES:
Cash at Beginning of Period	3,162		1,241
Cash Paid During the Period For:
Cash at End of Period	$2,450		$1,630
Interest	$	-		$	-
SUPPLEMENTAL DISCLOSURES:
Cash Paid During the Period For:
Interest	$-		$-

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

OUTDOOR SPECIALTY PRODUCTS, INC.

Notes to the Unaudited Condensed Financial Statements

~~March~~June 3130, 2024

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 ~~six~~nine months ended ~~March 31~~June 30, 2024, 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.

OUTDOOR SPECIALTY PRODUCTS, INC.

Notes to the Unaudited Condensed Financial Statements

~~March~~June 3130, 2024

NOTE 3 – LINE OF CREDIT – RELATED PARTY

During the ~~six~~nine months ended ~~March~~June 3130, 2024, 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%. The Company received proceeds under the line of credit of $2635,~~000~~350 during the ~~six~~nine months ended ~~March~~June 3130, 2024, resulting in principal balances of $~~109~~118,~~521~~871 and $83,521, with accrued interest of $67,~~172~~153 and $4,444, at ~~March~~June 3130, 2024 and September 30, 2023, respectively.

Also, during the ~~six~~nine months ended ~~March~~June 3130, 2024, 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 $35,~~553~~388 during the ~~six~~nine months ended ~~March~~June 3130, 2024, resulting in principal balances of $1820,~~392~~227 and $14,839, with accrued interest of $~~868~~1,032 and $568, at ~~March~~June 3130, 2024, and September 30, 2023, respectively.

NOTE 4 – BASIC ~~SUBSEQUENT~~AND ~~EVENTS~~DILUTED LOSS PER SHARE

The following table sets forth the computation of basic and diluted loss per share for the periods ended June 30:

	2024			2023

Loss (numerator)	$	(35,605	)	$	(29,215	)
Weighted average shares (denominator)		5,284,318			5,284,318

Net loss per share – basic and diluted	$	(0.01	)	$	(0.01	)

NOTE 5 – 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 ceased efforts to redesign the licensed SLINKOR product to replace the lead weight component with a weight made from a non-lead material. Our initial efforts to locate a weight made of non-lead material were unsuccessful and we are ~~now~~continuing ~~focusing~~ our efforts onto ~~the~~ design ofand develop a new slow-sinking sinker product that involves the use of a single injection molded component made of a material with ~~weighting~~a ~~properties~~density ~~similar~~heavier than water to ~~lead~~achieve a slow sinking rate with enough overall weight to accomplish long distance casting. We believe the use of a single injection molded product will allow us to accelerate the manufacturing process, which we anticipate will increase production capacity and reduce costs as. ~~compared~~To todate ~~the~~we ~~manual~~have ~~manufacturing~~identified ~~process~~an ~~currently~~injection ~~used~~molding bymanufacturer for the ~~Licensor~~product and engaged it to produce the ~~SLINKOR~~initial product molds. We have also filed a patent application for the product. No assurances can be given that the proposed injection molded product will be successfully completed and available for sale, or that itthere will ~~ever~~ be ~~available~~consumer demand for ~~production~~the ~~and sale~~product. We do not currently plan to commence manufacturing of the new product until the design has been finalized, a prototype run 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 proposed new slow-sinking sinker when ~~and~~it ifhas ~~its~~been ~~design is~~ completed and we have received adequate financing to commence manufacturing beyond the prototype run. There is no assurance that we will be successful in raising additional funds or that the slow-sinking sinker will result in an increase in sales.

Results of Operations for the Three and ~~Six Months~~Nine months Ended ~~March~~June 3130, 2024 and 2023

~~Revenues~~Revenue

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~~June 3130, 2024, was $6552, compared to $~~195~~155 for the three months ended ~~March~~June 3130, 2023, a decrease of $~~130~~103 or approximately 67%. Total revenue for the ~~six~~nine months ended ~~March~~June 3130, 2024, was $78130, compared to $~~325~~480 for the ~~six~~nine months ended ~~March~~June 3130, 2023, a decrease of $~~247~~350, or approximately 7673%. We are not aware of any particular reason for the decline in sales of the Reel Guard product in 2024.

Cost of Sales

Cost of sales for the three months ended ~~March~~June 3130, 2024 was $65, compared to $2014 for the three months ended ~~March~~June 3130, 2023, a decrease of $149, or approximately 7064%. Cost of sales for the ~~six~~nine months ended ~~March 31~~June 30, 2024 was $712, compared to $3246 for the ~~six~~nine months ended ~~March~~June 3130, 2023, a decrease of $2534, or approximately 7874%. Cost of sales as a percentage of revenue for the ~~six~~nine months ended ~~March~~June 3130, 2024 and 2023 was approximately 9% and 10%, respectively. Our cost of sales as a percentage of revenue did not differ significantly from 2023 to 2024 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 $8,~~732~~210 for the three months ended ~~March~~June 3130, 2024, compared to $115,~~643~~857 for the three months ended ~~March~~June 3130, 2023, aan ~~decrease~~increase of $2,~~911~~353 or approximately 2540%. General and administrative expenses were $2432,~~340~~550 for the ~~six~~nine months ended ~~March~~June 3130, 2024, compared to $2127,~~696~~553 for the ~~six~~nine months ended ~~March~~June 3130, 2023, an increase of $24,~~644~~997 or approximately 1218%. General and administrative expenses consist primarily of legal, accounting, and Edgar filing expenses.

Depreciation and Amortization Expense

Depreciation and amortization expenses currently are not material to our business. Depreciation and amortization expense was $0 for the ~~six~~nine months ended ~~March~~June 3130, 2024 as compared to $~~204~~306 for the ~~six~~nine months ended ~~March~~June 3130, 2023. As of September 30, 2023, the Company wrote off the remaining net balance on its patent for the Reel Guard product 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 ~~six~~nine months ended ~~March~~June 3130, 2024 or 2023.

Liquidity and Capital Resources

As of ~~March~~June 3130, 2024, we had total current assets of $108,~~255~~019, including cash of $32,~~241~~450, and current liabilities of $~~134~~148,~~953~~553, resulting in a working capital deficit of $~~124~~140,~~698~~514. Our current liabilities include a principal outstanding balance of $~~127~~139,~~913~~098, and $78,~~040~~185 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 ~~March~~June 3130, 2024, we had an accumulated deficit of $~~229~~238,~~215~~523 and a total stockholders’ deficit of $~~124~~134,~~698~~006. 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 ~~six~~nine months ended ~~March~~June 3130, 2024, net cash used by operating activities was $2934,~~474~~942, as a result of a net loss of $2635,~~297~~605, which was (i) reduced by a decrease in inventory of $712 and an increase in accrued interest of $23,~~028~~173, and (ii) increased by an increase in prepaid expense of $21,~~902~~462 and a decrease in accounts payable of $21,~~310~~060. By comparison, for the ~~six~~nine months ended ~~March~~June 3130, 2023 net cash used by operating activities was $2328,~~917~~141, as a result of a net loss of $2229,~~725~~215, which was (i) reduced by depreciation and amortization of $~~204~~306, a decrease in inventory of $3247, and an increase in accrued interest of $12,~~322~~096, and (ii) increased by an increase in prepaid expense of $21,~~750~~375.

For the ~~six~~nine months ended ~~March~~June 3130, 2024, we had net cash used by investing activities of $6,508 in connection with the development of our new slow sinking sinker product, consisting of the purchase of property, plant and equipment of $4,278 for the injection molds and purchase of patent of $2,230. For the nine months ended June 30, 2023, we had no cash flows used in or provided by investing activities.

For the ~~six~~nine months ended ~~March~~June 3130, 2024, we had net cash provided by financing activities of $2940,~~553~~738 consisting of proceeds from the revolving loan agreements. For the ~~six~~nine months ended ~~March~~June 3130, 2023, we had net cash provided by financing activities of $2428,~~546~~530, 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 $2635,~~000~~350 during the ~~six~~nine months ended ~~March 31~~June 30, 2024, resulting in principal balances of $~~109~~118,~~521~~871 and $83,521, with accrued interest of $67,~~172~~153 and $4,444, at ~~March~~June ~~31, 2024 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 six months ended March 31, 2024, resulting in principal balances of $18,392~~ and ~~$14,839, with accrued interest of $868 and $568, at March 31, 2024 and~~ September 30, 2023, respectively.

WeDuring doDecember ~~not~~2021, ~~believe~~ we ~~will~~entered ~~generate~~into ~~adequate~~a ~~revenues~~revolving topromissory ~~meet~~note ~~our~~agreement ~~obligations for~~with ~~the~~another ~~next~~principal ~~twelve~~stockholder ~~months~~that, ~~and~~as ~~believe~~amended, weprovides ~~will~~for ~~require~~loans ~~additional~~of ~~financing~~up ~~in order~~ to ~~meet~~$22,500 ~~such~~at ~~obligations.~~an ~~Cash~~interest ~~flow~~rate ~~from operations has not historically been sufficient to sustain our operations without the additional sources~~ of ~~capital described below~~3.5% ~~Our~~per ~~future~~annum, ~~working capital~~which ~~requirements~~is ~~will~~repayable ~~depend~~ on ~~many~~or ~~factors,~~before ~~including~~December ~~our revenues~~31, an2024. ~~increase~~We inreceived ~~the~~proceeds ~~amounts~~under ~~and extension of~~ the ~~due~~second ~~dates of the~~ revolving ~~loan~~promissory ~~agreements~~note ifof ~~required~~$5,388 ~~and~~during the ~~costs~~nine ofmonths ~~designing~~ended ~~and~~June ~~manufacturing our proposed new slow-sinking sinker. To the extent our cash~~30, ~~cash equivalents~~2024, ~~and~~resulting ~~cash~~in ~~flows~~principal ~~from~~balances ~~operating~~of ~~activities~~$20,227 and ~~the revolving note agreements are insufficient to fund our future activities~~$14,839, wewith ~~may~~accrued ~~need~~interest 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~~$1,032 ~~technologies~~and $568, or ~~products.~~at IfJune ~~additional funding is required~~30, we2024 ~~may~~and ~~not~~September be30, ~~able~~2023, ~~to obtain additional stockholder loans or effect an equity or debt financing on terms acceptable to us or at all~~respectively.

We do not believe we will generate adequate revenues to meet our obligations for the next twelve months and believe we will require additional financing 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 below. 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, and the costs of completing the design and manufacturing our proposed new slow-sinking sinker. 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 an equity or debt financing on terms acceptable to us or at all.

Cash Requirements

As of ~~March~~June 3130, 2024 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 ~~March~~June 3130, 2024 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~~a ~~control~~controls ~~over~~system ~~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 March 31, 2024, 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, 2024, 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.

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 June 30, 2024, 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 effective as of June 30, 2024.

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 June 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. During such quarter, in order to continue 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 engaged a certified public accountant to assist us with the preparation of our quarterly and annual financial statements, which we believe strengthened our procedures around complex accounting issues such as asset impairments and our guidelines for how to conduct and document the reviews of those complex topics. We believe these steps remediated the previously identified material weaknesses in 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

None.

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 within Exhibit 101).

(1)

Incorporated by reference to the Company’s Registration Statement on Form 10-12G filed June 24, 2021.

1112

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: May 15, 2024	By	/s/ Kirk Blosch
Dated: August 13 , 2024	By	/s/ Kirk Blosch
		Kirk Blosch
		President, Secretary and Treasurer
		(Principal Executive and Accounting Officer)

1213

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Filing Compare · Outdoor Specialty Products, Inc.