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 ~~June~~December 3031, 2023

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ___________ to __________

Commission File No. 000-56301

OUTDOOR SPECIALTY PRODUCTS, INC.

(Exact name of registrant as specified in charter)

NEVADA		46-4854952
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

3842 Quail Hollow Drive, Salt Lake City, Utah		84109
(Address of principal executive offices)		(Zip Code)

(801) 560-5184

Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any news or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of each of the issuer’s classes of common stock as of ~~August~~February 39, ~~2023~~2024 is 5,284,318.

OUTSIDE SPECIALTY PRODUCTS, INC.

FORM 10-Q

FOR THE ~~NINE~~THREE MONTHS ENDED ~~JUNE~~DECEMBER 3031, 2023

Special Note Regarding Forward-Looking Statements ii PART I - Financial Information 1 Item 1. Financial Statements (Unaudited) 1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Quantitative and Qualitative Disclosures About Market Risk 9 Item 4. Controls and Procedures 9 PART II - Other Information 10 Item 1. Legal Proceedings 10 Item 1A. Risk Factors 10 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 10 Item 3. Defaults upon Senior Securities 10 Item 4. Mine Safety Disclosures 10 Item 5. Other Information 10 Item 6. Exhibits 10 Signatures 11

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	7

Item 3. Quantitative and Qualitative Disclosures About Market Risk	9

Item 4. Controls and Procedures	9

PART II - Other Information

Item 1. Legal Proceedings	10

Item 1A. Risk Factors	10

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	10

Item 3. Defaults upon Senior Securities	10

Item 4. Mine Safety Disclosures	10

Item 5. Other Information	10

Item 6. Exhibits	11

Signatures	12

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 June 30, 2023 and September 30, 2022	2
Condensed Balance Sheets (Unaudited) at December 31, 2023 and September 30, 2023	2
Condensed Statements of Operations (Unaudited) for the Three and Nine months Ended June 30, 2023 and 2022	3
Condensed Statements of Operations (Unaudited) for the Three Months Ended December 31, 2023 and 2022	3
Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) for the Nine months Ended June 30, 2023 and 2022	4
Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) for the Three Months Ended December 31, 2023 and 2022	4
Condensed Statements of Cash Flow (Unaudited) for the Nine months Ended June 30, 2023 and 2022	5
Condensed Statements of Cash Flow (Unaudited) for the Three Months Ended December 31, 2023 and 2022	5
Notes to the Unaudited Condensed Financial Statements.	6

OUTDOOR SPECIALTY PRODUCTS, INC.

Balance Sheets

(Unaudited)

Assets:	June 30, 2023			September 30, 2022
	December 31, 2023			September 30, 2023
Assets:
Current Assets:
Cash	$	1,~~630~~540		$	13,~~241~~162
Prepaid expense		15,~~833~~550			458
Inventory		43,~~591~~660			43,~~638~~661
Total current assets		810,~~054~~750			67,~~337~~281
Other Assets:
Patents, net		~~4,285~~-			~~4,591~~-
Total Assets	$	1210,~~339~~750		$	107,~~928~~281
Liabilities and Stockholders’ Deficit:
Current Liabilities:
Accrued interest	$	4,184		$	2,088
Accounts payable	$	7,822		$	2,310
Line of credit – related party		89,299			60,769
Accrued interest		5,954			5,012
Total Liabilities:		93,483			62,857
Line of credit-related party		111,913			98,360
Total Liabilities		125,689			105,682
Stockholders’ Deficit:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none issued and outstanding		-			-
Common stock, $0.001 par value, 190,000,000 shares authorized, 5,284,318 shares issued and outstanding		5,285			5,285
Additional paid-in capital		99,232			99,232
Accumulated deficit		(~~185~~219,~~661~~456	)		(~~156~~202,~~446~~918	)
Total Stockholders’ Deficit		(81114,~~144~~939	)		(5198,~~929~~401	)
Total Liabilities and Stockholders’ Deficit	$	1210,~~339~~750		$	107,~~928~~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 June 30, 2023			Three Months Ended June 30, 2022			Nine Months Ended June 30, 2023			Nine Months Ended June 30, 2022
	For the Three Months Ended December 31,
Revenue	$	155		$	117		$	480		$	264
	2023			2022
Cost of sales		14			12			46			27
Revenue	$	13		$	130
Gross profit		141			105			434			237
Cost of Sales		(1	)		(12	)
Operating Expenses:
Gross Profit		12			118
General and administrative		5,857			6,854			27,553			28,483
Operating Expenses:
Total Operating Expenses		5,857			6,854			27,553			28,483
General and administrative		15,608			10,053
Loss from Operations		(5,716	)		(6,749	)		(27,119	)		(28,246	)
Total Operating Expenses		15,608			10,053
Other Expense
Loss from Operations		(15,596	)		(9,935	)
Interest expense		(774	)		(459	)		(2,096	)		(1,160	)
Other Expense:
Net Loss	$	(6,490	)	$	(7,208	)	$	(29,215	)	$	(29,406	)
Interest expense		942			615
Net loss per share of common stock- basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Total other expense		942			615
Weighted average number of common shares outstanding – basic and diluted		5,284,318			5,284,318			5,284,318			5,284,318
Net Loss	$	(16,538	)	$	(10,550	)
Net loss per share of common Stock – basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding – basic and diluted		5,284,318			5,284,318

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

OUTDOOR SPECIALTY PRODUCTS, INC.

Statements of Changes in Stockholders’ Deficit

For the three ~~and nine~~ months ended ~~June~~December 3031, 2023 ~~and~~, and 2022

(Unaudited)

	Common Stock				Additional Paid-in		Accumulated			Total ~~Stock- holders~~Stockholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance, September 30, 2021		5,284,318	$	5,285	$	99,232	$	(119,280	)	$	(14,763	)
Balance, September 30, 2022		5,284,318	$	5,285	$	99,232	$	(156,446	)	$	(51,929	)
Net loss for the three months ended December 31, 2021		-		-		-		(8,904	)		(8,904	)
Net loss for the three months ended December 31, 2022		-		-		-		(10,550	)		(10,550	)
Balance December 31, 2021		5,284,318	$	5,285	$	99,232	$	(128,184	)	$	(23,667	)
Balance, December 31, 2022		5,284,318	$	5,285	$	92,232	$	(166,996	)	$	(62,479	)
Net loss for the three months ended March 31, 2022		-		-		-		(13,294	)		(13,294	)
Balance, September 30, 2023		5,284,318	$	5,285	$	99,232	$	(202,918	)	$	(98,401	)
Balance, March 31, 2022		5,284,318	$	5,285	$	99,232	$	(141,478	)	$	(36,961	)
Net loss for the three months ended December 31, 2023		-		-		-		(16,538	)		(16,538	)
Net loss for the three months ended June 30, 2022		-		-		-		(7,208	)		(7,208	)
Balance, December 31, 2023		5,284,318	$	5,285	$	92,232	$	(219,456	)	$	(114,939	)
Balance, June 30, 2022		5,284,318	$	5,285	$	99,232	$	(148,686	)	$	(44,169	)

	Common Stock				Additional Paid-in		Accumulated			Total Stock- holders’
	Shares		Amount		Capital		Deficit			Deficit
Balance, September 30, 2022		5,284,318	$	5,285	$	99,232	$	(156,446	)	$	(51,929	)
Net loss for the three months ended December 31, 2022		-		-		-		(10,550	)		(10,550	)
Balance December 31, 2022		5,284,318	$	5,285	$	99,232	$	(166,996	)	$	(62,479	)
Net loss for the three months ended March 31, 2023		-		-		-		(12,175	)		(12,175	)
Balance, March 31, 2023		5,284,318	$	5,285	$	99,232	$	(179,171	)	$	(74,654	)
Net loss for the three months ended June 30, 2023		-		-		-		(6,490	)		(6,490	)
Balance, June 30, 2023		5,284,318	$	5,285	$	99,232	$	(185,661	)	$	(81,144	)

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

OUTDOOR SPECIALTY PRODUCTS, INC.
STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended
	For the Three Months Ended December 31,
	June 30, 2023			June 30, 2022
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(2916,~~215~~538	)	$	(2910,~~406~~550	)
Adjustments to Reconcile Net Loss
To Net Cash Used by Operating Activities
Depreciation and Amortization		~~306~~-			~~307~~102
Changes in Operating Assets and Liabilities:
Increase in prepaid expense		(15,~~375~~092	)		(14,~~375~~126	)
Decrease in inventory		47			28
Increase in accounts receivable		-			(13	)
Decrease in accounts payable		-			(414	)
Decrease in inventory		1			13
Increase in accrued interest		2,096			1,160
Increase in accounts payable		5,512			-
Net Cash Used by Operating Activities		(28,141	)		(29,700	)
Increase in accrued interest		942			615
CASH FLOWS FROM INVESTING ACTIVITIES		-			-
Net Cash Used by Operating Activities		(15,175	)		(13,959	)
CASH FLOWS FROM INVESTING ACTIVITIES
Net Cash Used by Investing Activities		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit - related party		2813,~~530~~553			2313,~~887~~946
Net Cash Provided by Financing Activities		2813,~~530~~553			2313,~~887~~946
Net Increase (Decrease) in Cash		~~389~~(1,622	)		(~~5,813~~13	)
Cash at Beginning of Period		13,~~241~~162			61,~~168~~241
Cash at End of Period	$	1,~~630~~540		$	~~355~~1,228
SUPPLEMENTAL DISCLOSURES:
Cash Paid During the Period For:
Interest	$	-		$	-
Income taxes	$	-		$	-

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

OUTDOOR SPECIALTY PRODUCTS, INC.

Notes to the Unaudited Condensed Financial Statements

~~Nine~~Three Months Ended ~~June~~December 3031, 2023

NOTE 1: Condensed Financial Statements

The accompanying unaudited financial statements of Outdoor Specialty Products, Inc. (the “Company”) were prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Management of the Company (“Management”) believes that the following disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended September 30, ~~2022~~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 ~~nine~~three months ended ~~June~~December 3031, 2023, are not necessarily indicative of the results that may be expected for the year ending September 30, ~~2023~~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 ~~unable~~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 ~~debt~~additional orstockholder ~~equity~~loans ~~offerings~~ and ~~additional~~debt ~~stockholder~~or ~~loans~~equity ifofferings ~~required~~ to fund its business plan. There is no assurance that the Company will be successful in raising additional funds.

NOTE 3 – LINE OF CREDIT – RELATED PARTY

During the ~~nine~~three months ~~ending~~ended ~~June~~December 3031, 2023, ~~the~~ the Company amended the revolving promissory note agreement with its related party to extend the maturity date to December 31, ~~2023,~~2024 and ~~increase~~ increase the maximum principal indebtedness to $85127,~~000~~500. The revolving promissory note bears interest at the rate of 3.5% per annum. The Company received proceeds under the ~~revolving~~line ~~promissory~~of ~~note~~credit of $2610,~~430~~000 during the ~~nine~~three months ended ~~June~~December 3031, 2023, resulting in principal balances of $7893,~~473~~521 and $5283,~~043~~521, with accrued interest of $35,~~743~~246 and $14,~~909~~444, at ~~June~~December 3031, 2023 and September 30, ~~2022~~2023, respectively.

Also, during the ~~nine~~three months ended ~~June~~December 3031, 2023, the Company amended the revolving promissory note agreement with another principal stockholder to extend the maturity date to December 31, ~~2023~~2024 and increase the maximum principal indebtedness to $1522,~~000~~500. The revolving promissory note bears interest at the rate of 3.5% per annum. The Company received proceeds under the ~~revolving~~line ~~promissory~~of ~~note~~credit of $23,~~100~~553 during the ~~nine~~three months ended ~~June~~December 3031, 2023, resulting in principal balances of $1018,~~826~~392 and $814,~~726~~839, with accrued interest of $~~441~~708 and $~~179~~568, onat ~~June~~December 3031, 2023, and September 30, ~~2022~~2023, respectively.

NOTE 4 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date of the financial statements were issued and determined that there are no events requiring disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion in conjunction with our financial statements, which are included elsewhere in this report.

Overview

We are and have since our inception in 2014 been engaged in the business of developing, selling, and marketing products in niche markets within the specialty outdoor products marketplace. We introduced our proprietary “Reel Guard” product in 2014 and continue to offer it for sale. We have postponed the production of ~~our~~the SLINKOR product ~~pending~~while ~~completion~~we ofattempt ato ~~design~~redesign ~~change~~it into replace the ~~composition~~lead ofweight ~~the~~with ~~weighting~~a ~~component~~weight made from a non-lead ~~to another~~ material and ~~the~~to ~~proposed~~implement ~~use~~a ofmore ~~molded product~~automated ~~components~~manufacturing process. WeOur ~~have~~initial ~~not~~efforts ~~been able~~ to ~~identify~~locate ana ~~effective~~weight ~~substitute~~made ~~for~~of non-lead asmaterial ~~the~~were ~~weighting~~unsuccessful ~~component~~ and we are ~~currently~~now ~~reviewing a~~focusing ~~process~~our inefforts ~~which~~on a ~~premanufactured~~complete redesign ~~lead~~of ~~cylinder~~the product that would beinvolve ~~encapsulated~~the ~~with~~use ~~foam~~of ~~using~~a ansingle injection ~~molding~~molded ~~process~~component made of a material with weighting properties similar to lead. ~~Both~~We believe the ~~lead~~use ~~cylinder manufacturing~~of ~~and~~a single injection ~~molding~~molded ~~processes~~product would beallow ~~automated~~us to accelerate the manufacturing process, which we ~~believe~~anticipate would ~~result~~increase inproduction ~~greater~~capacity ~~manufacturing efficiencies~~ and ~~lower~~reduce ~~production~~ costs. ~~While~~as wecompared ~~intend~~ to ~~finalize~~the manual manufacturing process currently used by the Licensor ~~design~~to ~~for~~produce the SLINKOR. ~~product~~No inassurances ~~the~~can ~~near~~be ~~future,~~given that the ~~commencement~~proposed ofinjection ~~production~~molded product will be successfully completed or that it will be ~~subject~~available tofor ~~our~~production ~~receipt~~and ofsale. ~~additional~~We ~~financing~~do ~~adequate~~not plan to ~~cover~~commence manufacturing of the ~~initial~~new ~~production~~product ~~costs~~until the design has been completed and ~~product~~additional ~~run~~debt or equity funding has been received to cover the manufacturing costs.

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We did not generate sufficient revenue to generate net income, we have negative working capital, and we have a limited operating history. These factors, among others, may indicate that there is substantial doubt that we will be able to continue as a going concern for a reasonable period of time. Our financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. We intend to seek additional funding through additional stockholder loans and debt or equity offerings. We also intend to increase our sales through the addition of our SLINKOR product ~~upon~~when ~~the~~and ~~completion~~if of its redesign is completed. There is no assurance that we will be successful in raising additional funds or that the SLINKOR product will result in an increase in sales.

Results of Operations for the Three and ~~Nine~~Three months Ended ~~June 30,~~December 31, 2023 and 2022

Revenues

From our inception in 2014 through the present, our revenue has resulted solely from sales of our proprietary Reel Guard product and our cost of sales also relate solely to that product. Our Reel Guard product is offered for sale on our website and on eBay and sales vary from quarter to quarter based on the number of customers that become aware of the product and decide to make a purchase. Total revenue for the three months ended ~~June~~December 3031, 2023, was $~~155~~13, compared to $~~117~~130 for ~~the~~ the three months ended ~~June~~December 3031, 2022, ana ~~increase~~decrease of $38117, or approximately 3290%. ~~Total~~We ~~revenue~~are ~~for~~not ~~the~~aware ~~nine~~of ~~months~~any ~~ended~~reason ~~June 30, 2023, was $480, compared to $264~~ for the ~~nine~~decline ~~months ended June 30, 2022, an increase of $216, or approximately 82%~~in sales.

Cost of Sales

Cost of sales for the three months ended ~~June~~December 3031, 2023 was $141, ~~compared~~ compared to $12 for the three months ended ~~June~~December 3031, 2022, ana ~~increase~~decrease of $211, or approximately 1792%~~. Cost of sales for the nine months ended June 30~~, ~~2023~~which ~~was~~is ~~$46,~~in ~~compared~~line towith ~~$27 for~~ the ~~nine~~decrease in ~~months ended June 30, 2022, an increase of $19, or approximately 70%~~revenue. Cost of sales as a percentage of revenue for the ~~nine~~three months ended ~~June~~December 3031, 2023 and 2022 was approximately 108% and 1110%, respectively. Our cost of sales as a percentage of revenue did not differ significantly from 2022 to 2023 since we offered only one product for sale and there have been no material ~~change~~changes in the sales price or manufacturing cost of our product.

General and Administrative Expenses

General and administrative expenses were $515,~~857~~608 for the three months ended ~~June~~December 3031, 2023, compared to $610,~~854~~053 for the three months ended ~~June~~December 3031, 2022, aan ~~decrease~~increase of $~~997~~5,555 or approximately 1555%. General and administrative expenses ~~were~~consist ~~$27,553~~primarily ~~for~~of ~~the nine months ended June 30~~legal, ~~2023~~accounting, ~~compared~~and toEdgar ~~$28,483~~filing ~~for~~expenses and the ~~nine~~increase ~~months~~in ~~ended~~2023 ~~June~~is ~~30, 2022,~~primarily aattributable ~~decrease~~to ofhigher ~~$930 or approximately 3.0%. General and administrative expenses consist primarily of~~ legal, ~~accounting, and Edgar filing expenses~~fees.

Depreciation and Amortization Expense

Depreciation and amortization expenses currently are not material to our business. Depreciation and amortization expense was $~~306~~0 for the ~~nine~~three months ended ~~June~~December 3031, 2023 as compared to $~~307~~102 for the ~~nine~~three months ended ~~June~~December 3031, 2022. As of September 30, 2023, the Company wrote off the remaining net balance on its patent after it was determined an impairment existed in accordance with ASC 360 which requires that a company recognize an impairment loss if, and only if, the carrying amount of a long-lived asset (asset group) is not recoverable from the sum of the undiscounted cash flows expected to result from the use and eventual disposal of the asset.

Research and Development Expenses

Research and development expenses are not currently material to our business. We did not incur research and development expenses in the ~~nine~~three months ended ~~June~~December 3031, 2023 or 2022.

Liquidity and Capital Resources

As of ~~June~~December 3031, 2023, we had total current assets of $810,~~054~~750, including cash of $1,~~630~~540, and current liabilities of $93125,~~483~~689, resulting in a working capital deficit of $85114,~~429~~939. Our current liabilities include a principal outstanding balance of $89111,~~299~~913, and $45,~~184~~954 in accrued interest, under the short-term revolving loan agreements with our president and another principal stockholder that are due on or before December 31, ~~2023~~2024. As of ~~June~~December 3031, 2023, we had an accumulated deficit of $~~185~~219,~~661~~ 456 and a total stockholders’ deficit of $81114,~~144~~939. We have financed our operations to date from sales of our Reel Guard product, proceeds from our 2014 private placement, and proceeds from the short-term revolving loan agreements.

For the ~~nine~~three months ended ~~June~~December 3031, 2023, net cash used by operating activities was $2815,~~141,~~175 as a result of a net loss of $2916,~~215~~538, which was (i) reduced by ~~depreciation~~a ~~and~~decrease ~~amortization~~in inventory of $~~306~~1, aan ~~decrease~~ increase in ~~inventory~~accounts payable of $475,512, and an increase in accrued interest of $2942,~~096,~~ and (ii) increased by an increase in prepaid expense of $15,~~375~~092. By comparison, for the ~~nine~~three months ended ~~June~~December 3031, 2022, net cash used by operating activities was $2913,~~700,~~959 as a result of a net loss of $2910,~~406~~550, which was (i) reduced by depreciation and amortization of $~~307~~102, a decrease in inventory of $2813, and an increase in accrued interest of $1615,~~160,~~ and (ii) increased by an increase in prepaid expense of $14,~~375~~126 and aan ~~decrease~~increase in accounts ~~payable~~receivable of $~~414~~13.

For the ~~nine~~three months ended ~~June~~December 3031, 2023 and 2022, we had no cash ~~flows~~ flows used in or provided by investing activities.

For the ~~nine~~three months ended ~~June~~December 3031, 2023, we had net cash provided by by financing activities of $2813,~~530~~553 consisting of proceeds from the revolving loan agreements. For the ~~nine~~three months ended ~~June~~December 3031, 2022, we had net cash provided by financing activities of $2313,~~887~~946, also consisting of proceeds from the revolving loan agreements.

Following our incorporation in 2014, we completed the private placement of 285,714 shares of our common stock to accredited investors in a private placement at a price of $0.35 per share for total proceeds of $100,011. The proceeds from the private placement together with our limited product sales were sufficient to fund our operations through our fiscal year ended September 30, 2020. On January 4, 2021, we entered into a revolving promissory note agreement with our president and principal stockholder that, as amended, provides for total loans of up to $85127,~~000~~500 at an interest rate 3.5% per annum, which is repayable on or before December 31, ~~2023~~2024. We received proceeds under the revolving promissory note of $2610,~~430~~000 during the ~~nine~~three months ended ~~June~~December 3031, 2023, resulting in principal balances of $7893,~~473~~521 and $5283,~~043~~521, with accrued interest of $35,~~743~~246 and $14,~~909~~444, at ~~June~~at 30December 31, 2023 and September 30, ~~2022~~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 $1522,~~000~~500 at an interest rate of 3.5% per annum, which is repayable on or before December 31, ~~2023~~2024. We received proceeds under the second revolving promissory note of $23,~~100~~553 during the ~~nine~~ three months ended ~~June~~ 30December 31, 2023, resulting in principal balances of $1018,~~826~~392 and $814,~~726~~839, with accrued interest of $~~441~~708 and $~~179~~568, at ~~June 30~~December 31, 2023 and September 30, ~~2022~~2023, respectively.

We believe we will have adequate funds to meet our obligations for the next twelve months from our current cash, the revolving note agreements, and cash flows from operations, subject to an anticipated increase in the maximum principal amounts of the revolving note agreements. Cash flow from operations has not historically been sufficient to sustain our operations without the additional sources of capital described above. Our future working capital requirements will depend on many factors, including an increase in the amounts and extension of the due dates of the revolving loan agreements, the expansion of our product line to include the new SLINKOR product, and the costs of redesigning and manufacturing the SLINKOR product. To the extent our cash, cash equivalents, and cash flows from operating activities and the revolving note agreements are insufficient to fund our future activities, we may need to raise additional funds through additional stockholder loans or private equity or debt financing. We also may need to raise additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies, or products. If additional funding is required, we may not be able to effect an equity or debt financing on terms acceptable to us or at all.

We do not believe we will generate adequate revenues to meet our obligations for the next twelve months and will require additional loans under the revolving note agreements in order to meet such obligations. Cash flow from operations has not historically been sufficient to sustain our operations without the additional sources of capital described above. Our future working capital requirements will depend on many factors, including our revenues, an increase in the amounts and extension of the due dates of the revolving loan agreements if required, the expansion of our product line to include the new SLINKOR product, and the costs of redesigning and manufacturing the SLINKOR product. To the extent our cash, cash equivalents, and cash flows from operating activities and the revolving note agreements are insufficient to fund our future activities, we may need to raise additional funds through additional stockholder loans or private equity or debt financing. We also may need to raise additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies, or products. If additional funding is required, we may not be able to effect an equity or debt financing on terms acceptable to us or at all.

Cash Requirements

As of ~~June~~December 3031, 2023 and September 30, ~~2022~~2023, we did not have any ~~lease~~ lease obligations or requirements or other agreements requiring a significant commitment of cash.

Off-Balance Sheet Arrangements

As of ~~June~~December 3031, 2023 and September 30, ~~2022~~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, ~~2022~~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.

~~Under~~Disclosure ~~the~~controls ~~supervision~~ and ~~with~~procedures ~~the~~are ~~participation of~~designed ~~our~~to ~~management,~~ensure ~~including~~that ~~our President and Treasurer who serves as our principal executive and principal financial officer, we evaluated~~information ~~the~~required ~~effectiveness~~to ofbe ~~the~~disclosed ~~design~~by ~~and~~us ~~operation of our disclosure controls and procedures (as defined~~ in ~~Rule~~reports ~~13a-15(e)~~filed ~~and~~or ~~15d-15(e)~~submitted under the Securities Exchange Act of 1934, as amended (“the “Exchange Act”), asis ofrecorded, ~~June 30~~processed, ~~2023~~summarized, ~~the~~and ~~end~~reported ofwithin the ~~period~~time ~~covered~~periods byspecified ~~this~~in ~~report. Based~~the ~~upon~~SEC’s ~~that~~rules ~~evaluation,~~and ~~our~~forms. ~~President~~Disclosure controls and ~~Treasurer~~procedures include, ~~concluded~~without ~~that~~limitation, ~~our disclosure~~ controls and procedures asdesigned ofto ~~June~~ensure ~~30, 2023 were effective such~~ that ~~the~~ information required to be disclosed ~~by us~~ in reports filed or submitted under the Exchange Act is ~~(i)~~accumulated ~~recorded, processed, summarized~~ and ~~reported~~communicated ~~within~~to ~~the~~management, ~~time~~including ~~periods~~our ~~specified~~principal inexecutive officer ~~the SEC’s rules~~ and ~~forms~~principal ~~and~~financial ~~(ii) accumulated and communicated to our management~~officer, ~~including~~or ~~our~~persons ~~President~~performing ~~and~~similar ~~Treasurer~~functions, as appropriate to allow for timely decisions regarding required disclosure. ADue ~~controls~~to ~~system cannot~~inherent ~~provide~~limitations, ~~absolute~~internal ~~assurance~~control ~~that~~over ~~the~~financial ~~objectives~~reporting ofmay ~~the~~not ~~controls~~prevent ~~system~~or ~~are~~detect ~~met~~misstatements. Further, projections ~~and~~of noany evaluation of effectiveness to future periods are subject to the risk that controls ~~can~~may ~~provide~~become ~~absolute~~inadequate because of ~~assurance~~changes in conditions, or that ~~all~~degree ~~control~~of ~~issues~~compliance with the policies and ~~instances~~procedures ofmay ~~fraud~~deteriorate. Accordingly, ifeven ~~any,~~effective ~~within~~disclosure controls aand ~~company~~procedures ~~have~~can ~~been~~only ~~detected~~provide reasonable assurance of achieving their control objectives.

Under the supervision and with the participation of our management, including our President and Treasurer who serves as our principal executive and principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“the Exchange Act”) as of December 31, 2023, the end of the period covered by this report. Based upon that evaluation, our principal executive and financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2023, due to the existence of the material weaknesses in our internal control over financial reporting described in our annual report on Form 10-K for the year ended September 30, 2023.

Changes in internal controls over financial reporting.

~~There~~Except as described below, there was no change in our internal control over financial reporting during the three months ended ~~June~~December 3031, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. During such quarter, in order to address the material weaknesses in our internal control over financial reporting described in our annual report on Form 10-K for the year ended September 30, 2023, we put in place additional review related to the accuracy of accounting for inventory and strengthened our procedures around complex accounting issues such as asset impairments and set guidelines for how to conduct and document the reviews of those complex topics. We believe additional testing is required before concluding that the material weaknesses have been remediated.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material pending legal proceedings.

Item 1A. Risk Factors

Not Applicable. The Company is a “smaller reporting company.”

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

Not Applicable.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6: Exhibits

The following are included as exhibits to this report:

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)
10.1	~~Fourth~~Fifth Amendment to Revolving Promissory Note Agreement with Kirk Blosch dated as of ~~May~~October 109, 2023	This Filing
10.2	~~Third~~Fourth Amendment to Revolving Promissory Note Agreement with Ed Bailey dated as of ~~May~~October 109, 2023	This Filing
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	~~The~~Cover ~~cover~~Page ~~page~~Interactive ofData ~~the~~File ~~Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023,~~ (formatted in Inline XBRL ~~(included~~and ~~within~~contained in Exhibit 101).

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

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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: August 8, 2023	By	/s/ Kirk Blosch
Dated: February 9, 2024	By	/s/ Kirk Blosch
		Kirk Blosch
		President, Secretary and Treasurer
		(Principal Executive and Accounting Officer)

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Filing Compare · Outdoor Specialty Products, Inc.