Global Industry Products, Corp. - 10-K

ITEM 1A. RISK FACTORS.

FORWARD LOOKING STATEMENTS

THIS DOCUMENT INCLUDES FORWARD-LOOKING STATEMENTS, INCLUDING, WITHOUT LIMITATION, STATEMENTS RELATING TO GIP’S PLANS, STRATEGIES, OBJECTIVES, EXPECTATIONS, INTENTIONS AND ADEQUACY OF RESOURCES. THESE FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS THAT MAY CAUSE OUR COMPANY’S ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, AMONG OTHERS, THE FOLLOWING: OUR ABILITY TO IMPLEMENT OUR BUSINESS STRATEGY; ABILITY TO OBTAIN ADDITIONAL FINANCING; GIP’S LIMITED OPERATING HISTORY; UNKNOWN LIABILITIES ASSOCIATED WITH FUTURE ACQUISITIONS; ABILITY TO MANAGE GROWTH; SIGNIFICANT COMPETITION; ABILITY TO ATTRACT AND RETAIN TALENTED EMPLOYEES; AND FUTURE GOVERNMENT REGULATIONS; AND OTHER FACTORS DESCRIBED IN THIS FILING OR IN OTHER GIP FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. SAXON IS UNDER NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.

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RISK FACTORS RELATING TO OUR COMPANY

WE HAVE AN EVOLVING BUSINESS MODEL.

As the economy evolves, so will our business model. We may continue to try to offer additional types of products, and we cannot offer any assurance that any of them will be successful. From time to time we may also modify aspects of our business model relating to our product mix offerings. We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to the business. We may not be able to manage growth effectively, which could damage our reputation, limit our growth, and negatively affect our operating results.

OUR SUCCESS WILL DEPEND, TO A LARGE DEGREE, ON THE EXPERTISE AND EXPERIENCE OF THE MEMBERS OF OUR MANAGEMENT TEAM.

We will rely exclusively on the skills and expertise of our management team in conducting our business. Our management team has experience in wholesale office supplies services, janitorial and maintenance products industry, but there is no assurance that our management’s efforts in this continuing business will be successful. We will be wholly dependent on the continued diligence and skill of our management team for the operations be successful in the future.

WE ARE DEPENDENT UPON THE EFFORTS OF OUR MANAGEMENT FOR OUR SUCCESS; IF THIS CHANGES, THIS MAY BE A RISK TO OUR INVESTORS.

Chester I. Wright III, CFO and CEO, currently devotes part time, roughly 20 hours per week, to the Company. If at any time Mr. Wright is unable to devote as much time (up to 20 hours per week) to the business of the Company, this may be an impediment to our business achievement. If Mr. Wright were not available due to health, we may not have devoted sufficient time and effort of new manager to manage our business, which could impair our ability to succeed in our business plan and could cause investment in our Company to lose value.

Spencer Fisher, President, devotes 40 hours a week to the business and Cathy Wilkinson devotes 17.5 hours a week as the Secretary to the business.

WE HAVE A VOLATILE REVENUE HISTORY AND STOCKHOLDERS CANNOT VIEW OUR PAST PERFORMANCE SINCE WE HAVE A LIMITED OPERATING HISTORY.

During the year ended December 31, 2025, we recognized $2,828,272 in revenues with a net loss of ($562,458). Our net loss for the year ended December 31, 2024 in the amount of ($282,919). Our losses are indicative of our deficit revenues versus costs. We must be regarded as a developing venture with all of the unforeseen costs, expenses, problems, risks and difficulties to which such developing ventures are subject.

OUR SUCCESS AND ABILITY TO GROW OUR BUSINESS DEPEND ON GROWING OUR CUSTOMER BASE. IF WE FAIL TO ADD NEW CUSTOMERS, OUR BUSINESS, REVENUE, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE HARMED.

Our ability to attract and retain new customers depends, in large part, on our ability to be perceived as providing accurate and insightful customer experiences, competitive pricing, and sales generation to our subscribers. In order to maintain this perception, we may be required to incur significantly higher marketing expenses, costs related to improving our service, and lower margins in order to attract and retain new customers. If we fail to remain competitive on customer experience, pricing, and usable metrics, our ability to grow our business and generate revenue by attracting and retaining customers may be adversely affected.

There are many factors that could negatively affect our ability to grow our customer base, including if:

potential customers in a particular marketplace or generally do not have a use for our products;

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our competitors mimic our products, causing current and potential customers to purchase their products instead of our products;

our supply chain experiences disruptions;

we experience unfavorable shifts in customer perception of our products;

we suffer reputational harm to our brand resulting from negative publicity, whether accurate or inaccurate;

we may fail to offer new and competitive products;

customers have difficulty integrating, updating or otherwise accessing our products on mobile devices or web browsers as a result of actions by us or third parties;

quality availability of products or other problems frustrate the customer experience, particularly if those problems prevent us from generating solutions in a fast and reliable manner; or

we are unable to address customer concerns regarding the product performance, quantity or quality.

Our inability to overcome these challenges could impair our ability to attract and retain new customers and could have a material adverse effect on our business, revenue, operating results and financial condition.

WE MAY HAVE A SHORTAGE OF WORKING CAPITAL IN THE FUTURE WHICH COULD JEOPARDIZE OUR ABILITY TO CARRY OUT OUR BUSINESS PLAN.

Our capital needs consist primarily of expenses related to general and administrative operations and legal and professional fees that could exceed $250,000 for expansion and coverage of unforeseen impacts of tariffs upon our business in the next twelve months. Such funds are not currently committed, and we have cash of approximately $160,356 at December 31, 2025.

WE MAY NEED ADDITIONAL FINANCING FOR WHICH WE HAVE NO COMMITMENTS AND THIS MAY JEOPARDIZE CONTINUED EXECUTION OF OUR BUSINESS PLAN.

We have limited funds, and such funds may not be adequate to continue to carry out our business plan in our industry. Our ultimate success may depend upon our ability to raise additional capital. We are investigating the availability, sources, and terms that might govern the acquisition of additional capital.

We have no commitment at this time for additional capital. If we need additional capital, we have no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to us. If not available, our operations will be limited to those that can be financed with our modest capital.

REPORTING REQUIREMENTS UNDER THE EXCHANGE ACT AND COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002, INCLUDING ESTABLISHING AND MAINTAINING ACCEPTABLE INTERNAL CONTROLS OVER FINANCIAL REPORTING, ARE COSTLY AND MAY INCREASE SUBSTANTIALLY.

The rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our share price.

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As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of 2010 and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.

We are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequately prepare for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting and audit functions; personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants to design and implement internal controls; and financial printing alone will be a few hundred thousand dollars per year and could be several hundred thousand dollars per year. In addition, if and when we retain independent directors and/or additional members of senior management, we may incur additional expenses related to director compensation and/or premiums for directors’ and officers’ liability insurance, the costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually, or in the aggregate, may also be material.

In addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

The increased costs associated with operating as a public company may decrease our net income or increase our net loss and may cause us to reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.

COMPETITION FROM SIMILAR SERVICE PROVIDERS.

We expect to encounter competition from other entities having similar business objectives, some of whom may have greater resources than us. Virtually all of our competitors will have a competitive advantage and are much larger. The need to compete for investment opportunities may make it necessary for us to offer clients attractive transaction terms than otherwise might be the case.

WE HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES.

At December 31, 2025 we had an accumulated deficit of ($4,646,032) and a net loss for the year of ($562,458). At December 31, 2024, we had an accumulated deficit of ($4,083,573) and for the year ended December 31, 2024, we incurred a net loss of ($282,919).

As a result of these, among other factors, we received from our registered independent public accountants in their report of the financial statements as of and for the years ended December 31, 2025 and 2024, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

OUR EXISTING FINANCIAL RESOURCES MAY BE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES.

We have limited sources of revenues at this time to meet our ongoing operating expenses. In the short term, unless we can increase revenues or are able to raise additional debt and/or equity, we may be unable to meet our ongoing operating expenses. There can be no assurance that we will be able to achieve adequate financial resources to remain in business.

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BECAUSE INSIDERS CONTROL OUR ACTIVITIES THAT MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO THEM AND NOT TO OUTSIDE SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY

Our officers, directors, and holders of 5% or more of our issued and outstanding common stock beneficially own approximately 43.3% of our issued and outstanding common stock on a fully diluted basis, including the Series A Preferred Stock which votes one shares of common stock for every 1 share of Preferred at all times until converted (this figure does not include individuals who retain less than 5% holdings after the dilution is accounted for). As a result, they effectively control all matters requiring director and stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transaction. These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our Company that you might view favorably.

OUR OFFICERS AND DIRECTORS HAVE THE ABILITY TO EFFECTIVELY CONTROL SUBSTANTIALLY ALL ACTIONS TAKEN BY STOCKHOLDERS.

Chester I. Wright, III, the CEO, CFO, and a director of the Company, owns or beneficially controls 35.60% of the common stock, and, therefore he effectively controls substantially all actions taken by our stockholders with such a large percentage, including the election of directors. Such concentration of ownership could also have the effect of delaying, deterring or preventing a change in control that might otherwise be beneficial to stockholders and may also discourage the market for our stock due to the concentration.

WE MAY DEPEND UPON OUTSIDE ADVISORS, WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.

To supplement the business experience of our officers and directors, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. Our Board without any input from stockholders will make the selection of any such advisors. Furthermore, it is anticipated that such persons may be engaged on an “as needed” basis without a continuing fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able to provide the required services.

THE INABILITY OF OUR COMPANY TO ADEQUATELY EXECUTE OUR GROWTH OR EXPANSION STRATEGIES WOULD HAVE A NEGATIVE IMPACT ON OUR COMPANY VALUE.

The possibility that our Company will not be able to fully carry out or execute on its expansion or growth plans presents significant risk. Our success will ultimately depend on the success of our marketing. If our intended expansion or growth plan does not come to fruition or is otherwise impeded, or is unprofitable, we may not be able to stay in business or have any value.

RISKS RELATED TO OUR SECURITIES

WE CAN GIVE NO ASSURANCE OF SUCCESS OR PROFITABILITY TO OUR INVESTORS.

Cash flows generated from operating activities were not enough to support all working capital requirements for the years ended December 31, 2025 and 2024. We incurred ($532,458) and ($282,919), respectively, in losses, for the year ended December 31, 2025 and 2024. Cash flows generated from operating activities were $(122,963) and $93,400 for the year ended December 31, 2025 and 2024, respectively. For the year ended December 31, 2025 and 2024, cash flows used in investing activities was ($23,175) and ($42,119), respectively. Cash flows from financing activities were ($32,645) and $252,544, respectively, for the same periods. These loss factors cause substantial doubt

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about our ability to continue as a going concern for a period of one year from the issuance of these financial statements, incorporated in this registration statement.

In order for us to continue as a going concern, we will need to increase revenues and possibly obtain additional debt or equity financing. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to achieve cash flow positive operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet all our future obligations. Our existing financing arrangements are short-term. If we are unable to increase revenues or obtain additional debt or equity financing, we may be required to significantly reduce or cease operations.

Our sources of capital are loans and sales of equity from common or preferred stock. We have no commitments for loans or equity sales at this date.

WE MAY IN THE FUTURE ISSUE MORE SHARES OF COMMON STOCK WHICH COULD CAUSE A LOSS OF CONTROL BY OUR PRESENT MANAGEMENT AND CURRENT STOCKHOLDERS.

We may issue further shares as consideration for the cash or assets or services out of our authorized but unissued common stock that would, upon issuance, represent a majority of the voting power and equity of our Company. The result of such an issuance would be those new stockholders and management would control our Company, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of our Company by our current shareholders, which could present significant risks to investors .

WE HAVE AUTHORIZED AND DESIGNATED SERIES A PREFERRED CONVERTIBLE STOCK.

Series A Preferred Convertible Stock (the “Series A Preferred”) of which no shares of preferred stock are outstanding as of date hereof. Each previous share of Series A Preferred Stock (110,000 shares) converted into one share of fully paid and non-assessable Common Stock upon filing of the original registration statement.

WE HAVE AUTHORIZED AND DESIGNATED SERIES F PREFERRED STOCK.

Series F Preferred Stock (the “Series F Preferred”) of which 163,724 shares of preferred stock have been authorized for the class. Each share of Series F Preferred Stock which is non-voting and only provides for participation in a royalty of 4% on two product lines up to approximately $160,000 as if this date. At this time, all shares of the Series F Preferred are held by shareholders who are not affiliates consisting of 163,724 shares of Series F Preferred shares. We do not intend to issue any more Series F Preferred stock.

WE CAN ISSUE FUTURE SERIES OF SHARES OF PREFERRED STOCK WITHOUT SHAREHOLDER APPROVAL, WHICH COULD ADVERSELY AFFECT THE RIGHTS OF COMMON SHAREHOLDERS.

Our Articles of Incorporation permit our Board of Directors to establish the rights, privileges, preferences and restrictions, including voting rights, of future series of stock and to issue such stock without approval from our shareholders. The rights of holders of common stock may suffer as a result of the rights granted to holders of preferred stock that may be issued in the future. In addition, we could issue preferred stock to prevent a change in control of our Company, depriving common shareholders of an opportunity to sell their stock at a price in excess of the prevailing market price.

OUR OFFICERS AND DIRECTORS MAY HAVE CONFLICTS OF INTERESTS AS TO CORPORATE OPPORTUNITIES WHICH WE MAY NOT BE ABLE OR ALLOWED TO PARTICIPATE IN.

Presently there is no requirement contained in our Articles of Incorporation, Bylaws, or minutes which require officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring business opportunity from any affiliate or officer or director. (See “Conflicts of Interest” at page 36)

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None of our Officers and Directors has any interest in any competitive business to ours or any service provider to our Company, other than in relation to the license agreement for the rebar product. The other businesses in which our officers and directors now participate have no relation to our business, do not compete with our business and do not supply services, materials, or technology to our business. We see the primary conflict as one of necessary time devoted to the Company business and internal controls and procedures for accounting for our quarterly and annual reports under Section 13(a) of the Securities Exchange Act of 1934, which must be filed timely under the section and quarterly reviews and annual audits by our auditors which require adequate record keeping.

WE HAVE AGREED TO INDEMNIFICATION OF OFFICERS AND DIRECTORS AS IS PROVIDED BY NEVADA REVISED STATUTES

Nevada Revised Statutes provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we will be unable to recoup.

OUR DIRECTORS’ LIABILITY TO US AND SHAREHOLDERS IS LIMITED.

Nevada Revised Statutes exclude personal liability of our directors and our stockholders for monetary damages for breach of fiduciary duty except in certain specified circumstances. Accordingly, we will have a much more limited right of action against our directors than otherwise would be the case. This provision does not affect the liability of any director under federal or applicable state securities laws.

We have one full-time officer, our President Spencer Fisher, who devotes 40 hours per week which may impede our ability to carry on our business. Chester I. Wright, III, CEO and CFO, devotes up to 20+ hours per week on Company business. Cathy Wilkinson, our Secretary, devotes up to 17.5 hours per week on Company business.

OUR STOCK PRICES IN THE MARKET MAY BE VOLATILE.

The value of our Common stock following this offering may be highly volatile and could be subject to fluctuations in price in response to various factors, some of which are beyond our control. These factors include:

quarterly variations in our results of operations or those of our competitors;

announcements by us or our competitors of acquisitions, new products, significant contracts, commercial relationships or capital commitments;

disruption to our operations or those of other sources critical to our operations;

the emergence of new competitors or new technologies;

our ability to develop and market new and enhanced products on a timely basis;

seasonal or other variations in our subscriber base;

commencement of, or our involvement in, litigation;

availability of additional spectrum;

dilutive issuances of our stock or the stock of our subsidiaries, or the incurrence of additional debt;

changes in our board or management;

adoption of new or different accounting standards;

changes in governmental regulations or in the status of our regulatory approvals;

changes in earnings estimates or recommendations by securities analysts; and

general economic conditions and slow or negative growth of related markets.

In addition, the stock market in general, and the market for shares of supply in particular, has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. We expect the value of our common stock will be subject to such fluctuations.

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NO PUBLIC MARKET EXISTS FOR OUR COMMON STOCK AT THIS TIME, AND THERE IS NO ASSURANCE OF A FUTURE MARKET.

There is no public market for our common stock, and no assurance can be given that a market will exist or that a shareholder ever will be able to liquidate his investment without considerable delay, if at all. If a market should continue, the price may be highly volatile. Factors such as those discussed in the “Risk Factors” section may have a significant impact upon the market price of the shares offered hereby. Due to the low price of our securities, many brokerage firms may not be willing to effect transactions in our securities. Even if a purchaser finds a broker willing to affect a transaction in our shares, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of our shares as collateral for any loans.

OUR STOCK WILL, IN ALL LIKELIHOOD, BE THINLY TRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES.

The shares of our common stock may be thinly traded. We are a small company which is relatively unknown to stock analysts, stock brokers, institutional stockholders and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of any of our securities until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price. We cannot give you any assurance that a broader or more active public trading market for our common securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give stockholders no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their securities.

THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY DISCOURAGE THE TRADABILITY OF OUR SECURITIES.

We are a “penny stock” company. None of our securities currently trade in any market and, if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore because it imposes additional regulatory burdens on penny stock transactions.

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks”. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect the ability of owners of shares to sell our securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.

Shareholders should be aware that, according to the Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent

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investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

Inventory in penny stocks have limited remedies in the event of violations of penny stock rules. While the courts are always available to seek remedies for fraud against us, most, if not all, brokerages require their customers to sign mandatory arbitration agreements in conjunction with opening trading accounts. Such arbitration may be through an independent arbiter. Investors may file a complaint with FINRA against the broker allegedly at fault, and FINRA may be the arbiter, under FINRA rules. Arbitration rules generally limit discovery and provide more expedient adjudication, but also provide limited remedies in damages, usually only the actual economic loss in the account. Investors should understand that if a fraud case is filed against a company in the courts it may be vigorously defended and may take years and great legal expenses and costs to pursue, which may not be economically feasible for small investors.

That absent arbitration agreements, specific legal remedies available to investors of penny stocks include the following:

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

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

The fact that we are a penny stock company will cause many brokers to refuse to handle transactions in the stocks, and may discourage trading activity and volume, or result in wide disparities between bid and ask prices. These may cause investors significant illiquidity of the stock at a price at which they may wish to sell or in the opportunity to complete a sale. Investors will have no effective legal remedies for these illiquidity issues.

WE WILL PAY NO DIVIDENDS IN THE FORESEEABLE FUTURE.

We have not paid dividends on our common stock and do not anticipate paying such dividends in the foreseeable future. Our Series F Preferred Stock has a limited dividend payable in cash to satisfy the Preference.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE.

All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted Shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for six months, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

ANY SALES OF OUR COMMON STOCK, IF IN SIGNIFICANT AMOUNTS, ARE LIKELY TO DEPRESS THE FUTURE MARKET PRICE OF OUR SECURITIES.

Assuming all of the shares of common stock held by the selling security holders registered on our effective Form S-1, we would have 16,158,783 new shares that are freely tradable and therefore available for sale, in market or private transactions.

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Unrestricted sales of 16,158,783 shares of stock by our selling stockholders could have a huge negative impact on our share price, and the market for our shares.

OUR STOCKHOLDERS MAY SUFFER FUTURE DILUTION DUE TO ISSUANCES OF SHARES FOR VARIOUS CONSIDERATIONS IN THE FUTURE.

There may be substantial dilution to our stockholders as a result of future decisions of the Board to issue shares without shareholder approval for cash, services, or acquisitions.

ANY NEW POTENTIAL INVESTORS WILL SUFFER A DISPROPORTIONATE RISK AND THERE WILL BE IMMEDIATE DILUTION OF EXISTING INVESTORS” INVESTMENTS.

Our present shareholders have acquired their securities at a cost significantly less than that which the investors purchasing pursuant to shares will pay for their stock holdings or at which future purchasers in the market may pay. Therefore, any new potential investors will bear most of the risk of loss.

WE ANTICIPATE TARIFFS WILL SIGNIFICANTLY IMPACT OUR BUSINESS

We anticipate that tariffs will significantly impact our pricing and availability for around 30% of our products. This challenge will not only affect us but will also pose equal difficulties for our vendors, suppliers, and ultimately our customers.

The threat of a recession, inflation, and other economic impacts may reduce the potential client base on which we rely.

WE CAN ISSUE SHARES OF PREFERRED STOCK WITHOUT SHAREHOLDER APPROVAL, WHICH COULD ADVERSELY AFFECT THE RIGHTS OF COMMON SHAREHOLDERS.

Our Articles of Incorporation permit our Board of Directors to establish the rights, privileges, preferences and restrictions, including voting rights, of future series of stock and to issue such stock without approval from our shareholders. The rights of holders of common stock may suffer as a result of the rights granted to holders of preferred stock that may be issued in the future. In addition, we could issue preferred stock to prevent a change in control of our Company, depriving common shareholders of an opportunity to sell their stock at a price in excess of the prevailing market price.

WE ARE A REPORTING COMPANY.

We are subject to the reporting requirements under the Securities and Exchange Act of 1934, Section 13a, due to the effectiveness of our Registration Statement on Form S-1 under the Securities Act of 1933 which became effective. As a result, stockholders will have access to the information required to be reported by publicly held companies under the Exchange Act and the regulations thereunder. As a result, we will be subject to legal and accounting expenses that private companies are not subject to and this could affect our ability to generate operating income.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements and Associated Risks.

This Form 10-K contains certain statements that are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained in this Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” or “continue,” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.

Based on our financial history since inception, there is substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements, as of December 31, 2025, we had an accumulated deficit totaling ($4,646,032). This raises substantial doubt about our ability to continue as a going concern.

Plan of Operation

Our plan of operations for the next 12 months is as follows:

Budget For Expenditures

Total

Costs of goods sold

Marketing

Miscellaneous Expenses

Salaries

Legal and Accounting

Capital Expenditures

TOTAL

Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help you understand our historical results of operations during the periods presented and our financial condition for the years ended December 31, 2025 and 2024. This MD&A should be read in conjunction with our financial statements as of December 31, 2025 and 2024. See section entitled “Forward-Looking Statements” above.

Based on our financial history since inception, our auditor has expressed substantial doubt as to our ability to continue as a going concern. As reflected in the accompanying financial statements, as of December 31, 2024, we had an accumulated deficit totaling $4,083,573 and a deficit at December 31, 2025 of $4,646,032. This raises substantial doubts about our ability to continue as a going concern.

Overview

On March 2, 2009, the Company was incorporated in the State of Nevada with corporate operations located in Las Vegas, Nevada.

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We are and have been since inception in 2009 a distributor and manufacturer of goods to casinos, and retailers and redistributors. Our products include paper rolls, restaurant supplies, janitorial/bathroom supplies, liners and gloves, ribbons, toners and inks.

Based on our current cash and cash equivalents reserves of approximately $160,357 as of December 31, 2025 and $339,139 as of December 31, 2024, we estimate that we will have cash for an operational budget of approximately six (6) months considering our ongoing sales revenue. If we are unable to generate enough revenue   to cover our operational costs, we will need to seek additional sources of funds. Currently, we have no committed source for any funds as of date hereof. No representation is made that any funds will be available when needed. In the event funds cannot be raised if and when needed, we may not be able to carry out our business plan and could fail in business as a result of these uncertainties.

The independent registered public accounting firm’s report on our financial statements as of December 31, 2025, includes a “going concern” explanatory paragraph that describes substantial doubt about our ability to continue as a going concern.

We have estimated $361,000 approximately for each of the upcoming three quarters for operational costs based upon the first two quarters in 2025 which includes legal, accounting, travel, general and administrative, audit, rent, telephones and miscellaneous. In the years ended December 31, 2024 and 2025, we received no proceeds from loans.

For the years ended December 31, 2025 compared to the years ended December 31, 2024

In 2025, Net Revenue was $2,828,272, as compared to $3,136,166 in 2024, a difference of $307,894. Cost of Revenue for the year ended December 31, 2025 was $2,080,681 as compared to $2,164,020 in 2024, a decrease of $83,339. Gross Profit for the year ended December 31, 2025 was $747,591 as compared to $972,146 for the year ended December 31, 2024.

Operating expenses in 2025 were $1,217,819, a decrease of $45,216 from operating expenses of $1,263,035 in 2024.

Net loss for the year ended December 31, 2025 was ($562,458) as compared to ($282,919) for the year ended December 31, 2024, an increase of ($279,540). As explained below, most of the increased loss in 2025 was attributable to costs of moving to a new location and done downturn in profitable sales.

Other Income/Expense increased expenses to ($92,230) in 2025 as compared to $7,970 in 2024. The increase in expense was primarily attributable to moving expenses during 2025. There were no moving expenses in 2024.

Liquidity and Capital Resources

As of December 31, 2025, we had no working capital deficit and cash of $160,357, as compared to no working capital deficit and cash of $339,139 as of December 31, 2024. The decrease in working capital deficit was due primarily to the decrease in cash receipts and net accounts receivable during 2025 as compared to 2024, with a decrease of $715,117 from 2024 to 2025 in positive working capital. Working capital as of December 31, 2025, and 2024 was $719,558 and $1,434,676 respectively.

During 2025, the Company used ($122,963) of cash for operating activities as compared to $93,400 of cash for operating activities used in 2024, which includes a decrease in accounts payable of ($19,490) in 2025 compared to ($131,037) as of December 31, 2024.

Cash flows from financing activities were ($32,645) and $252,544 as of December 31, 2025 and 2024, respectively. The cash flows decreased primarily from proceeds from issuance of shares decreasing from $315,001 in 2024 compared to $0 in 2025.

Cash flows used in investing activities were ($23,175) and ($42,119), respectively, for the years ended December 31, 2025 and 2024.

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While management of the Company believes that the Company will be successful in its current and planned activities, there can be no assurance that the Company will be successful in obtaining sufficient revenues from our planned operations and raise sufficient equity, debt capital or strategic relationships to sustain the operations and future business of the Company.

Our ability to create sufficient working capital to sustain us over the next twelve-month period, and beyond, is dependent on our raising additional equity or debt capital.

There can be no assurance that sufficient capital will be available to us. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources.

Availability of Additional Capital

There can be no assurance that we will continue to be successful in raising capital and have adequate capital resources to fund our operations or that any additional funds will be available to us on favorable terms or in amounts required by us. We estimate that we will need to raise $250,000 over the next twelve months for marketing sales to a profitable level.

Any additional financing may be dilutive to our stockholders, new equity securities may have rights, preferences, or privileges senior to those of existing holders of our shares of Common Stock. Debt or equity financing may subject us to restrictive covenants and significant interest costs.

Going Concern Consideration

Our registered independent auditors have issued an opinion on our financial statements as of December 31, 2025, which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations.

Off-Balance Sheet Arrangements

As of December 31, 2025 and 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

Contractual Obligations and Commitments

We have no material commitments for capital expenditures within the next year, however, as operations are expanded substantial capital will be needed to pay for expansion and working capital.

We have made equity and debt offerings in order to support our growth plans, to date, and may do so in the future.

There are no commitments to provide additional funds by our management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to us to allow coverage of our expenses as they may be incurred.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition

The Company sells products to a diversified base of customers and does not have any material concentrations of credit risk or significant extended payment terms. The majority of customer arrangements contain a single performance obligation to transfer goods to the customer.

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, when control of the promised goods transfers to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. Revenue is generally recognized at a point in time, which is when the goods are delivered to the customer or shipped in accordance with applicable shipping terms and the customer obtains legal title, physical possession, and substantially all risks and rewards of ownership.

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In applying the five-step ASC 606 model, the Company: (1) identifies a contract when there is an approved purchase order or other enforceable arrangement that creates enforceable rights and obligations; (2) identifies performance obligations based on the distinct goods promised in the contract; (3) determines the transaction price as the amount of consideration the Company expects to receive, which is typically fixed; (4) allocates the transaction price to each performance obligation based on relative standalone selling prices, which are generally observable from the prices at which goods are sold separately; and (5) recognizes revenue when the performance obligations are satisfied, which is generally at the point in time when control of the goods transfers to the customer.

The Company’s contracts do not contain significant variable consideration, financing components, non-cash consideration, or consideration payable to customers, and returns and other adjustments have not been material for the periods presented. Customer payment terms are typically short-term and consistent with customary business practices in the Company’s industry.

Cash and cash equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Accounts receivables, net

Trade receivables arise from granting credit to customers in the normal course of business, are unsecured, and are presented net of an allowance for doubtful accounts. The allowance is based on several factors, including the length of time the receivable is past due, the Company’s previous loss history, the customer’s current ability to pay, and the general condition of the economy and industry as a whole. Depending on the customer, payment is due between 30 and 90 days after the customer receives an invoice. When all collection efforts have been exhausted, the accounts are written off. Historically, the Company has suffered significant losses concerning its trade receivables.

Inventories

Inventory consists of merchandise held for resale and is stated at the lower of cost and net realizable value. Cost is determined using the average-cost method, which the Company believes appropriately reflects the cost flow of its merchandise given the large number of vendors supplying similar products and the incremental changes in purchase costs that are not always immediately reflected in selling prices.

The Company’s inventory primarily consists of non-durable goods that are generally in saleable condition. The Company evaluates inventory for excess, obsolete, or slow-moving items by considering factors such as historical sales patterns, changes in customer demand and product life cycles, competitive conditions, and current and forecasted market conditions.

An inventory reserve is recorded as a contra-asset to reduce the carrying amount of inventory to its estimated net realizable value when management determines that quantities on hand are not expected to be sold at or above cost. The reserve is estimated using a combination of historical loss experience (including items that have historically remained unsold, been damaged, or become obsolete) and specific identification of items with known demand or condition issues, adjusted for current market information. Changes in the inventory reserve are recognized in cost of revenue in the period in which they are identified.

Long-lived assets

Property and equipment are recorded at cost and presented net of accumulated depreciation. Major additions and improvements are capitalized, while maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed. Property and equipment are normally depreciated on a straight-line basis over their estimated useful lives.

Definite-lived intangible assets arising from asset acquisitions include intellectual property, patents, trademarks, and product development.  These assets are amortized on a systematic and rational basis (generally straight-line) that represents the asset's use. Definite-lived intangible assets are amortized over the estimated period during which the asset is expected to contribute directly or indirectly to future cash flows.

Fully depreciated PPE other are retained in PPE and accumulated depreciation accounts until disposal. Upon disposal, assets and related accumulated depreciation are removed from the accounts, and the net amount, less proceeds from disposal, is charged or credited to operations. Definite-lived intangible assets are removed from their respective gross asset and accumulated amortization accounts when they are no longer used.

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Concentration of business and credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash held by the Company in financial institutions may exceed the federally insured limit of $250,000 at certain times. At various times in 2025 and 2024, cash and cash equivalents exceeded federally insured limits.

No customer sales accounted for more than 10% and 14% in 2025 and 2024, respectively.

Bad Debt Recognition

The allowance for doubtful accounts is calculated by multiplying the receivable balance in the various aging categories by a progressively higher reserve rate. The starting reserve rate is 1% and increases by 4% for every 60-day period. Allowance for doubtful accounts older than 360 days are calculated using the following rates; between 360 days and 480 days at a rate of 38%; receivable aging between 481 days and 720 days at a rate of 50%; between 721 days and 950 days at a rate of 85%; and older than 951 days at a rate of 100%.

Fair value of financial instruments

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and assumptions that market participants would use when pricing the asset or liability.

ASC Topic 820,  Fair Value Measurements and Disclosures  provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

Level 1 — inputs are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets.

Level 2 — inputs are based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 — inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

Assets measured at fair value on a non-recurring basis include goodwill, and tangible and intangible assets. Such assets are reviewed annually for impairment indicators. If a triggering event has occurred, the assets are re-measured when the estimated fair value of the corresponding asset group is less than the carrying value. The fair value measurements, in such instances, are based on significant unobservable inputs (Level 3).

The carrying amounts of the Company’s financial instruments, which include accounts receivables, accounts payable and accrued expenses and debt at floating interest rates, approximate their fair values, principally due to their short-term nature, maturities or nature of interest rates.

Advertising and vendor considerations

Advertising costs are expensed as incurred.

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Segment reporting

The Company operates as a single operating segment. The Chief Operating Officer, who is the chief operating decision maker, manages the Company as a single profit center to promote collaboration, provide comprehensive service offerings across the entire customer base, and provide incentives to employees based on the success of the organization as a whole. Although certain information regarding selected products or services is discussed to promote an understanding of the Company’s business, the chief operating decision-maker manages the Company and allocates resources at the consolidated level.

Leases

The Company determines whether an arrangement is or contains a lease at contract inception in accordance with ASC 842, Leases. A lease is classified as an operating or finance lease at the commencement date based on the underlying terms and economic substance of the arrangement. For all leases with a term greater than 12 months, the Company recognizes a right-of-use (“ROU”) asset and a corresponding lease liability on the balance sheets. ROU assets represent the Company’s right to use an identified asset over the lease term, and lease liabilities represent the Company’s obligation to make the related lease payments.

Operating lease ROU assets and liabilities are initially measured at the present value of the remaining lease payments over the expected lease term, which includes options to extend or terminate the lease when it is reasonably certain that such options will be exercised, consistent with ASC 842. Because the Company’s leases generally do not provide an implicit rate, the Company uses its incremental borrowing rate, determined based on information available at the commencement date, to discount lease payments. Operating lease cost is recognized as lease expense on a straight-line basis over the lease term. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet; related lease payments are recognized in expense as incurred, as permitted under ASC 842.

Intangible assets

The Company capitalizes costs of intangible assets when they are specifically identifiable, it is probable that the expected future economic benefits attributable to the asset will flow to the Company, and the cost of the asset can be reliably measured. Capitalized costs primarily include third-party legal, registration, and filing fees incurred to obtain and defend intellectual property rights (such as patents and trademarks), as well as certain internal and external product development costs incurred after the completion of the preliminary project stage and once technological feasibility and management authorization for further development have been established. Research and development and other costs that do not meet the criteria for capitalization are expensed as incurred.

These assets primarily include intellectual property, patents, trademarks, and product development costs that meet the criteria for capitalization. Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, which generally range from 5 to 15 years, reflecting the period over which the assets are expected to contribute directly or indirectly to the Company’s future cash flows. The Company evaluates finite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable, consistent with the recoverability model in ASC 360. If the sum of the expected undiscounted cash flows is less than the carrying amount, an impairment loss is recognized in an amount equal to the excess of the carrying amount over the asset’s fair value.

Intangible assets determined to have indefinite useful lives, such as certain trademarks or licenses that are expected to contribute to cash flows indefinitely, are not amortized in accordance with ASC 350. Indefinite-lived intangible assets are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment loss is recognized.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed in a business combination, accounted for in accordance with ASC 805, Business Combinations. Goodwill is not amortized, but is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying amount of a reporting unit may exceed its fair value, as required by ASC 350.

The Company first performs a qualitative assessment under ASC 350 to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, based on this assessment, or otherwise, the Company determines that a quantitative test is required, the fair value of the reporting unit is estimated and compared with its carrying amount, including goodwill. If the carrying amount exceeds the reporting unit’s fair value, an impairment loss is recognized in an amount equal to the excess, limited to the total amount of goodwill allocated to that reporting unit.

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Property and Equipment

Property, plant and equipment are stated at cost. Depreciation expense is computed primarily using the straight-line method over estimated useful lives. Leasehold improvements made after the beginning of the initial lease term are depreciated over the shorter of the estimated useful life of the asset or the remaining term of the initial lease plus any renewals that are reasonably certain at the date the leasehold improvements are made. In 2025 the Company disposed of fully depreciated assets in the amount of; leasehold improvements $19,887, equipment & fixtures $5,623 and trucks and delivery vehicles $ 36,025.

The Company recorded a depreciation expense for year ended December 31, 2025 and 2024 in the amount of $ 27,045 and $34,010 respectively.

Property, plant and equipment, stated at cost, consisted of the following:

Estimated Life

December 31, 2025

December 31, 2024

Leasehold improvements

Equipment & fixtures

Trucks and delivery vehicles

Accumulated depreciation

Property and equipment, net

Dividends

The Company’s capitalization on December 31, 2025, and 2024, was 190,000,000 authorized common shares with a par value of $0.001 per share and 10,000,000 authorized preferred shares with a par value of $0.001 per share.

The Company’s Class “A” Convertible Preferred Shares have an accrued dividend payable of $106,838 and converted to an equal number of common shares upon the Company’s registration statement filing with the Securities and Exchange Commission on September 30, 2025.

The Company’s Class “F” Preferred Shares were available exclusively to current shareholders as a set with an equivalent number of common shares. The preferred shares are non-voting and will share, as a class, in 4% of the future gross profit generated from the company's Fitboxr and Smack-Out product lines until the total dividends paid to this class of shares reach $159,352. As of December 31, 2025 and December 31, 2024, the company holds an undeclared dividend liability amounting to $157,771, which represents the remaining dividends payable to shareholders of Class “F” Preferred Shares. Once commitments for the unpaid dividends associated with the Class “F” preferred shares are fulfilled, these preferred shares will be retired.

As of December 31, 2025, the Company had cumulative dividends for Class “A” Convertible Preferred 10.5% shares in the amount of $106,838 and cumulative of dividends of Class “F” Preferred Shares 4% in the amount of $1,006.

These dividends must be paid prior to any dividends being declared or paid to common shareholders. Under US GAAP, undeclared dividends on cumulative preferred stock are not recognized as a liability on the balance sheet because they are not legally owed until declared.

Undeclared  Dividends

Undeclared   Dividends

Class “A” Convertible Preferred Shares 10.5%, Voting

Class “F” Preferred Shares 4%, Non-voting

Warrants

There are outstanding 1,222,313 Series “C” Warrants that entitle holders to receive, upon exercise, one common share per warrant for $2 per share, 390,680 Series “D” Warrants that entitle holders to receive, upon exercise, one common share per warrant for $3 per share, and 1,125,612 Series “E” Warrants that entitle holders to receive, upon exercise, one common share per warrant for $4 per share. All outstanding warrants expire on October 30, 2026.

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The Board of Directors, without further approval of its stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights, liquidation preferences and other rights and restrictions relating to any series. Issuances of shares of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of our Common Stock and other series of Preferred Stock then outstanding.

Stock-Based Compensation

ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards, after the grant date, must be recognized.