gipc-20260630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to ___________

Commission file number: 333-290608

Global Industry Products, Corp.

(Exact name of registrant as specified in its charter)

Nevada		26-4281445
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

7770 Dean Martin Blvd., Suite 303 Las Vegas, NV		89139
(Address of principal executive offices)		(Zip Code)

(800) 662-2296

(Registrant’s telephone number, including area code)

______________________________________

(Former Address and phone of principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
---	---	---

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 for 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

☒

☐

Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “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 new or revised financial accounting standards provided to Section 13(a) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of August 10, 2026, there were 22,533,783 shares of the registrant’s common stock, $0.001 par value, issued and outstanding.

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		Page
	PART 1 – FINANCIAL INFORMATION

Item 1.	Financial Statements	4

	Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 (Audited)	4

	Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025 (Unaudited)	5

	Consolidated Statements of Stockholders’ Deficit for the three and six months ended June 30, 2026 and June 30, 2025 (Unaudited)	6

	Consolidated Statements of Cash Flows for the three and six months ended June 30, 2026 and 2025 (Unaudited)	7

	Notes to the Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk – Not Applicable	22

Item 4.	Controls and Procedures	23

	PART II- OTHER INFORMATION

Item 1.	Legal Proceedings	23

Item 1A.	Risk Factors – Not Applicable	23

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

Item 3.	Defaults Upon Senior Securities	23

Item 4.	Mine Safety Disclosure – Not Applicable	23

Item 5.	Other Information – Not Applicable	23

Item 6.	Exhibits	24

	Signatures	25

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GLOBAL INDUSTRY PRODUCTS, CORP.
BALANCE SHEETS

	June 30, 2026 (Unaudited)			December 31, 2025 (Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	106,571		$	160,357
Accounts receivables, net		183,870			286,463
Inventory, net		617,957			682,751
Other current assets		—			8,251
Total current assets		908,398			1,137,823
LONG-TERM ASSETS
Property, plant and equipment, net		39,401			42,016
Goodwill Asset, net		20,114			20,114
Intangible Assets, net		189,825			197,921
Right of use assets, net		680,566			813,789
Other long-term assets		78,516			80,300
TOTAL ASSETS	$	1,916,819		$	2,291,964

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	112,507		$	84,273
Lease liabilities-short term		301,904			296,003
Current maturities of long-term debt		8,772			8,772
Notes payable - related party		17			9,720
Other current liabilities		20,608			19,496
Total current liabilities	$	443,807		$	418,264
LONG-TERM LIABILITIES
Lease liabilities-long term		402,691			538,260
Long-term debt		143,870			145,442
Other long-term liabilities		1,006			1,006
TOTAL LIABILITIES	$	991,374		$	1,102,972
EQUITY
Preferred stock $0.001 par value, 10,000,000 shares of authorized: Series F shares issued and outstanding:163,724 at June 30, 2026 and December 31, 2025.		164			164
Common stock $0.001 par value, 190,000,000 shares of authorized; 22,533,783 and 22,533,783 shares issued and outstanding at June 30, 2026, and December 31, 2025.		22,534			22,534
Additional paid-in-capital		5,812,326			5,812,326
Accumulated deficit		(4,909,578	)		(4,646,032	)
TOTAL EQUITY		925,445			1,188,991
TOTAL LIABILITIES AND EQUITY	$	1,916,819		$	2,291,964

The accompanying financial statements should be read in conjunction with the notes to the financial statements.

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GLOBAL INDUSTRY PRODUCTS, CORP.
STATEMENT OF OPERATIONS (Unaudited)

	Three Months Ended June, 30						Six Months Ended June 30,
	2026			2025			2026			2025
REVENUE
Revenue	$	526,880		$	657,551		$	1,054,034		$	1,640,254
Net revenue		526,880			657,551			1,054,034			1,640,254
COST OF REVENUE
Cost of revenue		343,376			419,000			695,492			1,160,227
Total Cost of revenue		343,376			419,000			695,492			1,160,227
GROSS PROFIT		183,504			238,551			358,542			480,027
		—			—			—			—
OPERATING EXPENSES
Auto and Truck Expenses		15,185			13,260			32,126			24,882
Computer and Internet Expense		2,146			2,464			4,194			5,709
Depreciation and Amortization Expense		10,713			15,159			21,199			31,079
Employee Expense		88,300			101,832			181,226			204,460
Professional Fees		87,190			42,940			180,725			160,566
Lease Expense		85,098			73,852			170,196			164,884
Other Selling, general and administrative expense		16,482			26,267			32,992			45,902
Total Operating Expenses		305,113			275,774			622,658			637,482
		—			—			—			—
OTHER INCOME/EXPENSE
Moving Expense		(1,078	)		(78,716	)		(1,078	)		(78,716	)
Other income (expense)		1,535			2,783			1,649			5,008
Total Other Income (Expense)		457			(75,933	)		570			(73,709	)
		—			—			—			—
Net income/(loss) before income tax provision	$	(121,152	)	$	(113,156	)	$	(263,546	)	$	(231,164	)
		—			—			—			—
NET INCOME/(LOSS)	$	(121,152	)	$	(113,156	)	$	(263,546	)	$	(231,164	)
		—			—			—			—
Income/(Loss) per share - basic and diluted	$	(0.0054	)	$	(0.0050	)	$	(0.0117	)	$	(0.0103	)

Weighted average number of shares outstanding - basic and diluted	$	22,533,783		$	22,533,783		$	22,533,783		$	22,533,783

The accompanying financial statements should be read in conjunction with the notes to the financial statements.

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GLOBAL INDUSTRY PRODUCTS, CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Six months ended June 30,2026 and 2025

(Unaudited)

	Preferred Stock Series “A”				Preferred Stock Series “F”				Common Stock
	Shares		Par Value		Shares		Par Value		Shares		Par Value		Additional Paid In Capital		Retained Earnings (Deficit)			Total Stockholders’ Equity (Deficit)
Balance - December 31, 2025		—		—		163,724	$	164		22,533,783	$	22,534	$	5,812,325	$	(4,646,031	)	$	1,188,991
Net Loss		—		—		—		—		—		—		—		(142,394	)		(142,394	)
Balance - March 31, 2026		—		—		163,724	$	164		22,533,783	$	22,534	$	5,812,325	$	(4,788,425	)	$	1,046,597
Net Loss		—		—		—		—		—		—		—		(121,152	)		(121,152	)
Balance - June 30, 2026		—		—		163,724	$	164		22,533,783	$	22,534	$	5,812,325	$	(4,909,577	)	$	925,445

		Preferred Stock Series “A”				Preferred Stock Series “F”				Common Stock
		Shares		Par Value		Shares		Par Value		Shares		Par Value		Additional Paid In Capital		Retained Earnings (Deficit)			Total Stockholders’ Equity (Deficit)
Balance - December 31, 2024		110,000	$	110		163,724	$	164		22,423,783	$	22,424	$	5,812,356	$	(4,083,573	)	$	1,751,481
Net Loss		—		—		—		—		—		—		—		(118,007	)		(118,007	)
Balance - March 31, 2025		110,000	$	110		163,724	$	164		22,423,783	$	22,424	$	5,812,356	$	(4,201,580	)	$	1,633,474
Net Loss		—		—		—		—		—		—		—		(113,156	)		(113,156	)
Balance - June 30, 2025		110,000	$	110		163,724	$	164		22,423,783	$	22,424	$	5,812,356	$	(4,314,737	)	$	1,520,317

The accompanying financial statements should be read in conjunction with the notes to the financial statements.

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GLOBAL INDUSTRY PRODUCTS, CORP.
STATEMENTS OF CASH FLOW
(Unaudited)

	Six Months ended June 30,
	2026			2025
Cash Flows From Operating Activities:
Net Income (Loss)	$	(263,546	)	$	(231,164	)
Adjustments to reconcile Net Income (Loss) to net cash provided by operations:
Depreciation and amortization		21,199			31,079
Amortization of right-of-use assets		133,223			130,466
Changes in operating assets and liabilities
Accounts Receivables		102,594			18,325
Inventory		64,795			73,927
Deposits and other current assets		10,035			3,771
Accounts payables		29,346			22,426
Lease liabilities		(129,668	)		(133,837	)
Cash Generated From/(Used In) Operating Activities	$	(32,022	)	$	(85,007	)

Cash Flows From Investing Activities:
Purchases of equipment		(10,487	)
Purchase of intangible assets					(15,715	)
Cash Generated From/(Used In) Investing Activities	$	(10,487	)	$	(15,715	)

Cash Flows From Financing Activities:
Repayment of loan - unrelated parties		(1,572	)		(1,910	)
Repayment of loan - related parties		(9,704	)		(10,590	)
Cash Generated From/(Used In) Financing Activities	$	(11,276	)	$	(12,500	)

Net (Decrease) Increase in Cash		(53,785	)		(113,222	)
Cash at Beginning of Year		160,356			339,139
Cash at End of Year	$	106,571		$	225,917

Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	3,206		$	4,468
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Present value of initial lease liability and right-of-use asset	$	680,566		$	1,026,393

The accompanying financial statements should be read in conjunction with the notes to the financial statements.

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NOTES TO THE FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Global Industry Products, Corp., a Nevada corporation, diversified distributor of non-durable products to the Casino and retail industries, and a product innovator and marketer of products worldwide.

Basis of presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Certain prior-period amounts in the statements of operations have been reclassified to conform to the current-period presentation. These reclassifications relate primarily to the bifurcation of selling, general and administrative expenses, which were presented as a single line item in prior periods and are presented as separate components in the current period. The reclassifications had no effect on total revenues, income from continuing operations, net income, earnings per share, or stockholders’ equity for any periods presented.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of sales (or revenues) and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that estimates made as of the date of the financial statements could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include, but are not limited to, revenue recognition, allowance for doubtful accounts, allowance for inventory and the valuation of net assets acquired.

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.

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.

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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.

Inventory

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, plant 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, plant 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 flow.

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.

Concentration of business and credit risk

Financial instruments that potentially subject the Company to concentration 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. As of June 30, 2026, the Company held cash and cash equivalents of $106,571. These funds are maintained with financial institutions of high credit quality, and the Company regularly monitors credit risk exposure.

No customer sales accounted for more than 16% for the three months ended June 30, 2026 and 15% for the year ended December 31, 2025.

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 consolidated 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.

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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.

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 reserve rate for past due accounts, based upon management experienced historical customer payment trends, is 1% for 1-61 days, 2% for 62-122 days, 4% for 123-183 days, 5% for 184-244 days, 10% for 245-305 days, 20% for 306-365 days and 100% for balances 365+ days past due.

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:

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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 by 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 receivable, 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.

Segment reporting

The Company operates as a single operating segment. The Chief Executive 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.

NOTE 2. GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis of accounting which contemplates continuity of operations, realization of assets, liabilities, and commitments in the normal course of business. The accompanying consolidated financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred an accumulated deficit amounting to $(4,909,578) as of June 30, 2026, which includes net operating losses for the three months ended June 30, 2026, of $(121,152). Due to our negative accumulated net losses, there may exist substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued. In addition, the Company’s development activities since inception have been financially sustained through equity financing. Management plans to focus on expanding market reach, launching new product lines, and implementing targeted marketing initiatives to drive sales growth. Including a resent license agreement for the companies IP in the Europe and Asia marketplace is intended to mitigate the conditions that have raise substantial doubt about the entity’s ability to continue as a going concern.

While recently operating losses have been experienced, management believes the company's core business remains viable and is actively implementing cost-reduction measures to improve profitability.

NOTE 3. INVENTORY, NET

Inventory reserves are mandated per ASC 330 to ensure inventory is reported at the lower of cost or net realizable value (NRV), preventing overstatement of assets. Reserves account for estimated losses from obsolescence, damage, or market declines. This is contra-asset accounts, reducing gross inventory on the balance sheet and increasing expenses on the statement of operations as part of cost of revenue in the period the loss is deemed probable.

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	June 30, 2026			December 31, 2025
Inventory	$	873,123		$	937,918
Inventory Reserves		(255,166	)		(255,166	)
Net Inventory	$	617,957		$	682,751

NOTE 4. INTANGLIBLE ASSETS, NET

Definite-lived intangible assets, patents, and product development costs are included in intangible assets on the balance sheets and are amortized on a straight-line basis over their estimated lives, which approximates the pattern of expected economic benefit.

The weighted-average remaining amortization periods for intellectual property and product development assets were approximately 10.82 years and 3.02 years, respectively, as of June 30, 2026.

Amortization expense related to definite-lived intangible assets totaled approximately $8,097, for the six months ended June 30, 2026, and $22,926 for the year ended December 31, 2025, which is included in depreciation and amortization in the consolidated statements of operations.

	Estimated Life		June 30, 2026			December 31, 2025
Intellectual Property		15	$	272,825		$	272,825
Product Development		5		158,829			158,829
			$	431,654		$	431,654
Accumulated amortization				(241,830	)		(233,733	)
Intangible Assets, net			$	189,825		$	197,921

Goodwill represents the excess of acquisition cost over the fair value of the net assets acquired and is subject to annual impairment assessment per ASC 350. The Company reviews goodwill annually in the fourth quarter for impairment or when circumstances indicate that the carrying value may exceed the fair value.

During the year ended December 31, 2025, the Company identified indicators of impairment related to its goodwill, including continued operating losses and updated cash flow projections for the reporting unit to which goodwill is assigned. As a result, the Company performed a quantitative impairment test and determined that the carrying amount of the reporting unit exceeded its estimated fair value. Accordingly, the Company recognized a goodwill impairment charge of 29,886 for the year ended December 31, 2025, which is included in operating expenses in the accompanying statement of operations. Following this impairment, the carrying amount of goodwill was 20,114 as of June 30, 2026.

	June 30, 2026			December 31, 2025
Goodwill	$	50,000		$	50,000
Impairment Assessment		(29,886	)		(29,886	)
Goodwill Asset, net	$	20,114		$	20,114

NOTE 5. PROPERTY, PLANT AND EQUIPMENT, NET

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.

The Company recorded a depreciation expense for the six months ended June 30, 2026, and the year ended December 31, 2025 in the amount of $ 13,102. and $27,045 respectively.

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

	Estimated Life		June 30, 2026			December 31, 2025
Leasehold improvements		5	$	2,943		$	2,943
Equipment & fixtures		5-7		73,767			72,763
Trucks and delivery vehicles		5		129,211			119,383
			$	205,920		$	195,089
Accumulated depreciation				(166,519	)		(153,073	)
Property and equipment, net			$	39,401		$	42,016

NOTE 6. TAXES

Income taxes are accounted for under the asset and liability method pursuant to ASC Topic 740, Income Taxes (ASC 740), whereby deferred tax assets and liabilities are recognized for the expected future consequences attributable to the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the period of the change. Further, deferred tax assets are recognized for the expected realization of available net operating loss and tax credit carryforwards. A valuation allowance is recorded on gross deferred tax assets when it is “more likely than not” that such asset will not be realized. When evaluating the realizability of deferred tax assets, all evidence, both positive and negative, is evaluated. Items considered in this analysis include the ability to carry back losses, the reversal of temporary differences, tax planning strategies, and expectations of future earnings. The Company reviews its deferred tax assets on a quarterly basis to determine if a valuation allowance is required based upon these factors. Changes in the Company’s assessment of the need for a valuation allowance could give rise to a change in such allowance, potentially resulting in additional expense or benefit in the period of change.

The Company’s income tax provision or benefit includes U.S. federal, state and local income taxes and is based on pre-tax income or loss. In determining the annual effective income tax rate, the Company analyzed various factors, including its annual earnings and taxing jurisdictions in which the earnings were generated, the impact of state and local income taxes, and its ability to use tax credits and net operating loss carry forwards.

Under ASC 740, the amount of tax benefit to be recognized is the amount of benefit that is “more likely than not” to be sustained upon examination. The Company analyzes its tax filing positions in all of the U.S. federal, state, local, and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a liability is established in the consolidated financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax positions in the provision for income taxes.

The Company cannot determine the sustained tax loss benefit and has not made a provision to recognize any benefit from the prior period's tax losses, although such benefit may exist.

The Company’s income tax returns are subject to examination by federal and state authorities in accordance with prescribed statutes.

NOTE 7. EXECUTIVE COMPENSATION

The following table shows the compensation paid to our named executive officers during the last fiscal years ended December 31, 2025, and 2024, and information concerning all compensation paid for services rendered to us in all capacities for our last two fiscal years.

Name and Principal Position	Year-Ended		Salary and related Compensation		All Other Compensation		Total
Chester Wright, CEO		December 31, 2025	$	108,400		—	$	108,400
Spence Fisher, President		December 31, 2025	$	100,284		—	$	100,284
Cathy Wilkinson, Secretary		December 31, 2025	$	39,000		—	$	39,000
Chester Wright, CEO		December 31, 2024	$	99,800		—	$	99,800
Spence Fisher, President		December 31, 2024	$	94,423		—	$	94,428
Arkady Zalan, Secretary		December 31, 2024	$	48,367		—	$	48,367

Executives and officers may receive reimbursement for travel expenses and other expenses directly incurred related to Company activities. These reimbursements are nominal and not reflected as compensation.

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NOTE 8. EARNINGS (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE

The Company computes earnings (loss) per share in accordance with ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. The Company computes Basic EPS by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all diluted potential common shares outstanding during the period using the treasury stock method and convertible notes and preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options, warrants and convertible preferred stock. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

	For Six Months Ended June 30,
	2026			2025
Net Income (Loss) computation of basic and diluted per common share:
Net loss attributable to common and common equivalent stockholders	$	(263,546	)	$	(231,164	)

Basic and diluted net income (loss) per share:
Basic and diluted net loss per common and common equivalent shares	$	(0.012	)	$	(0.010	)
Basic and diluted weighted average common and common equivalent shares outstanding		22,533,783			22,533,783

Potential dilutive securities that are not included in the calculations of diluted net loss per share because their effect is anti-dilutive are as follows as of December 31st (in common equivalent shares):

Outstanding Warrants	June 30, 2026		December 31, 2025
Warrants		2,738,605		2,738,605

NOTE 9. COMMITMENTS AND CONTINGENCIES

Leases

The Company determines if an arrangement is or contains a lease at contract inception. In arrangements that involve an identified asset, there is also judgment in evaluating if we have the right to direct the use of that asset.

Operating leases are recorded in our balance sheet. Right-of-use (“ROU”) assets and lease liabilities are measured at the lease commencement date based on the present value of the remaining lease payments over the lease term, determined using the discount rate for the lease at the commencement date.

Finance lease right-of-use assets are included in property, plant, and equipment, net, and finance lease liabilities are included in other current liabilities and other liabilities on the consolidated balance sheets.

Office Lease

On December 4, 2019, the Company executed a non-cancellable lease in a warehouse complex for a monthly base rent of $21,460, with a 3% annual increase and initial cams of $4,442.63. The lease commenced on May 1, 2020, and extends for a term of five years, to expire on April 30, 2025. On May 1, 2025, the Company executed a non-cancellable lease in a warehouse complex at a new location at 7770 Dean Martin Dr.; Las Vegas, NV 89139 for a base rent of $16,390.00, $19,668.00, $23,437.70, $23,437.70 and $23,437,70 for May 2025, June 2025, July 2025, August 2025 and September 2025 respectively. Base rent increased to $24,421 beginning on October 1, 2025, with a 4.3% annual increase and initial cams of $4,442.63. The lease will expire on October 31, 2028. The rent is payable on the first day of each month. The Company recorded an initial lease liability and right-of-use asset of $1,059,987 on May 1, 2025. The Company reported the following summary of non-cancellable operating leases in accordance with the provisions of ASC 842 Topic 842 “Leases” as follows:

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Summary of Non-Cancellable Operating Leases:

Office and Warehouse Lease	June 30, 2026		December 31, 2025

Right-of-use asset, net	$	680,566	$	813,789

Current lease liabilities		301,904		296,003
Non-current lease liabilities		402,691		538,260
Total operating lease liabilities	$	704,595	$	834,263

Maturities of operating lease liabilities

The following table summarizes the undiscounted cash payments for operating leases as of June 30, 2026, and a reconciliation to the operating lease liabilities recognized in the balance sheet:

Year ending December 31 Operating lease payments

Office and Warehouse Lease	June 30, 2026

2026	$	149,477
2027		308,296
2028		266,635
Total undiscounted lease payments	$	724,408
Less: Imputed interest		(19,813	)
Present value of operating lease liabilities	$	704,595

Equipment Leases

Related Party - Notes

On May 18, 2022, the Company entered into an agreement to borrow $66,557 at an interest rate of 9.95% from its CEO, Mr. Wright, to acquire a 2012 Freightliner truck for product deliveries. The agreement is an on-demand note. Mr. Wright is the recorded lienholder on the vehicle’s title and has received monthly payments in the amount of $1,989 with a remaining balance of $17 on June 30, 2026, and $26,847 on June 30, 2025. These amounts are included within notes payable – related party in the accompanying balance sheets. Interest expense recognized on the note was $243 and $1,347 for the six months ended June 30, 2026, and 2025, respectively, and is included within interest expense in the statements of operations. The Company repaid principal of $9,703 to Mr. Wright during the six months ended June 30, 2026, and $10,590 during the six months ended June 30, 2025.

The terms of this related-party financing arrangement were not negotiated at arm’s length with an unrelated third-party lender and may differ from those that would have been available to the Company from an independent source.

From time to time, the Company may, at its discretion, provide payroll advances to employees as part of its normal operating activities. Employees who receive a payroll advance must sign an agreement authorizing repayment through future payroll deductions in accordance with Nevada law. These advances are not made to officers or directors on terms different from those offered to other employees and are not considered related-party transactions under ASC 850.

NOTE 10. STOCKHOLDERS’ EQUITY, UNPAID DIVIDENDS AND WARRANTS

The Company’s capitalization on June 30, 2026, and December 31, 2025, 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 filing a registration statement with the Securities and Exchange Commission.

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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 June 30, 2026 and December 31, 2025, 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 June 30, 2026, 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.

Dividends

	Undeclared Dividends		Undeclared Dividends
	June 30, 2026		December 31, 2025
Class “A” Convertible Preferred Shares 10.5%, Voting	$	106,838	$	106,838
Class “F” Preferred Shares 4%, Non-voting	$	157,771	$	157,771

Warrants

There are outstanding 1,222,313 Warrants that entitle holders to receive, upon exercise, one common share per warrant for $2 per share, 390,680 Warrants that entitle holders to receive, upon exercise, one common share per warrant for $3 per share, and 1,125,612 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.

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.

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NOTE 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER

Beneficial Owners

The following table and footnotes thereto sets forth information regarding the number of shares of Stock beneficially owned by (i) each director and named executive officer of our Company, (ii) named executive officers, executive officers, and directors of the Company as a group, and (iii) each person known by us to be the beneficial owner of 5% or more of our issued and outstanding shares of Common Stock. In calculating any percentage in the following table of common stock beneficially owned by one or more persons named therein, the following table assumes 22,533,783 shares of voting Stock outstanding. Unless otherwise further indicated in the following table, the footnotes thereto and/or elsewhere in this report, the persons and entities named in the following table have sole voting and sole investment power with respect to the shares set forth opposite the shareholder’s name, subject to community property laws, where applicable. Unless as otherwise indicated in the following table and/or the footnotes thereto, the address of our named executive officers and directors in the following table is: 7770 Dean Martin Dr., Suite 303, Las Vegas NV 89139.

Named Executive Officers and Directors’ ⁽¹⁾⁽²⁾	Shareholdings		Percent⁽²⁾
Chester Wright III ⁽⁴⁾		7,354,000		32.6	%
Spencer Fisher		1,015,000		4.5	%
Cathy Wilkinson ⁽³⁾		90,000		0.4	%
Executive Officers, Named Executive Officers, and Directors as a Group		8,459,000		37.5	%

5% Beneficial Holders (Not Named Above)
Zalan Family Trust		1,300,000		5.8	%

___________

Footnotes

⁽¹⁾

Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, people share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon the exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this Annual Report.

⁽²⁾

Does not include outstanding warrants. Named Executive Officers and Directors are not holders of any outstanding warrant.

⁽³⁾

On June 20, 2025, Catherine Wilkinson was added to replace Arkady Zalan as a member of the Board of Directors.

⁽⁴⁾

On September 20, 2025, Chester Wright conveyed 268,000 shares that he held jointly with his two children to such children, reducing him to 35.60% including beneficial ownership.

Changes in Control

There are no arrangements known to us, the operation of which may at a subsequent date result in a change in control of the Company.

NOTE 12. SUBSEQUENT EVENTS

In accordance with ASC 855-10, management has evaluated subsequent events through the date that the financial statements were available to be issued and has determined that it does not have any additional material subsequent events to disclose in these financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements and Associated Risks.

This Form 10-Q 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-Q 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, 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 June 30, 2026, we had an accumulated deficit totaling ($4,909,578). This raises substantial doubts about our ability to continue as a going concern.

Results of Operations

For the three months ended June 30, 2026 compared to the three months ended June 30, 2025

During the three months ended June 30, 2026, we recognized total revenues of $526,880 compared to the prior period of $657,551. The $130,671 or 20% decrease is largely attributable to changes in customers’ purchasing habits.

Gross profit for the three months ended June 30, 2026 was $183,504 compared to $238,551 for the prior period. The $55,047 or 23% decrease is largely attributable to a sales decrease.

During the three months ended June 30, 2026, we recognized $305,113 in operating expenses compared to $275,774 for the prior period. The $29,339 or 11% increase was in large part attributable to reduced sales and costs thereof.

Other Income (Expense) for the three months ended June 30, 2026, was $457 compared to ($75,933) for the three months ended June 30, 2025. The $76,390 or 101% decrease is due to the reduction of interest expense.

During the three months ended June 30, 2026, we recognized a net income (loss) of ($121,152) versus a loss of ($113,156) for the prior period. The ($7,996) difference is mainly due to lower seasonal sales activity and costs of audits for our registration.

For the six months ended June 30, 2026 compared to the six months ended June 30, 2025

During the six months ended June 30, 2026, we recognized total revenues of $1,054,034 compared to the prior period of $1,640,254. The $586,220 or 36% decrease is largely attributable to changes in customers’ purchasing habits.

Gross profit for the six months ended June 30, 2026 was $358,542 compared to $480,027 for the prior period. The $121,485 or 25% decrease is largely attributable to a sales decrease.

During the six months ended June 30, 2026, we recognized $622,658 in operating expenses compared to $637,482 for the prior period. The $14,824 or 2% decrease was in large part attributable to reduced professional fees and costs thereof.

Other Income (Expense) for the six months ended June 30, 2026, was $570 compared to ($73,709) for the six months ended June 30, 2025. The $74,279 or 101% decrease is due to the reduction of interest expense.

During the six months ended June 30, 2026, we recognized a net income (loss) of ($263,546) versus a loss of ($231,164) for the prior period. The $32,382 difference is mainly due to lower seasonal sales activity and costs of audits for our registration.

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Liquidity and Capital Resources

As of June 30, 2026, we had a working capital surplus of $464,591 and cash of $106,571, as compared to no working capital deficit and cash of $160,357 as of December 31, 2025. The working capital surplus continues primarily due to the revenue continuing and net accounts receivable during 2026, with a decrease from 2025 to the six months in 2026 in positive working capital.

During the six months ended June 30, 2026, the Company generated ($32,022) of cash for operating activities as compared to ($85,007) of cash for operating activities used for the six months ended June 30, 2025, which includes an increase in accounts payable of $29,346 in 2026 compared to $22,426 as of June 30, 2026 and 2025, respectively and an increase in accounts receivable of $102,594 in as of June 30, 2026 compared to $18,325 as of June 30, 2025. Other changes in operating assets include a decrease in inventory of $64,795 and a decrease of other current assets of $8,251 as of June 30, 2026 compared to a decrease in inventory of $73,927 and a decrease in deposits and other current assets of $30,313 as of June 30, 2025.

As of June 30, 2026, we had a lease liability of $704,594, a decrease of $129,669 as of June 30, 2026 resulting from payment of the company’s office and warehouse space located at 7770 Dean Martin Dr., Las Vegas, NV 89139.

Cash flows used in investing activities is ($10,486) used to acquire depreciable equipment and ($15,715) used to acquire intangible assets, for the six months ended June 30, 2026 and 2025, respectively. This was a decrease in investing activities of $12,689 for the six months ended June 30, 2026 and $26,404 for the six months ended June 30, 2025.

Cash flows from financing activities were ($11,276) and ($12,500) as of June 30, 2026 and 2025, respectively. The decrease was due to a related parties repayment of loan of $9,703 and a decrease of loan to unrelated parties of $1,572.

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.

Revenue Recognition

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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

Inventories

Long-lived assets

Concentration of business and credit risk

No customer sales accounted for more than 12% for the six months ended June 30, 2026 and 15% for the year ended December 31, 2025.

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Leases

Intangible assets

Goodwill

Bad Debt Recognition

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Fair value of financial instruments

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

Advertising and vendor considerations

Advertising costs are expensed as incurred.

Segment reporting

Inventory Reserve Account

The Company’s inventory mainly consists of non-durable goods, all of which are in marketable condition. Despite this readiness for sale, a portion of the inventory remains unsold, primarily resulting from insufficient market demand among the company’s customer base. This lack of demand can be attributed to various factors, including changing consumer preferences, increased competition, or economic conditions that limit customers' purchasing power. To address this issue, the company analyzes market trends and customer behaviors to better align its inventory with consumer needs. The Inventory Reserve account is drawn from historical sales data to the percentage of inventory that typically remains unsold, damaged, or becomes obsolete, while considering current market conditions, customer demand, and product lifecycles when estimating the percentage.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is accumulated and communicated to management including our principal executive officer/principal financial officer as appropriate, to allow timely decisions regarding required disclosure.

Management has carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Due to the lack of personnel and outside directors, management concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Company anticipates that with further resources, the Company will expand both management and the board of directors with additional officers and independent directors in order to provide sufficient disclosure controls and procedures.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)) during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. We anticipate that we (including current and any future subsidiaries) will from time to time become subject to claims and legal proceedings arising in the ordinary course of business. It is not feasible to predict the outcome of any such proceedings and we cannot assure that their ultimate disposition will not have a materially adverse effect on our business, financial condition, cash flows or results of operations.

ITEM 1A. RISK FACTORS

No Material Changes in Risk Factors since the disclosure contained in the Form 10-K filed on April 28, 2026.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

Exhibit No.		Description
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a–14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32.1		Certification of Chief Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as an Inline XBRL document and included in Exhibit 101)

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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.

	GLOBAL INDUSTRY PRODUCTS, CORP.
	(Registrant)

Dated: August 10, 2026	By:	/s/ Chester I. Wright, III
		Chester I. Wright, III
		(Chief Executive Officer, Principal Executive Officer)


Dated: August 10, 2026	By:	/s/ Chester I. Wright, III
		Chester I. Wright, III
		(Chief Financial Officer, Principal Accounting Officer)