v3.26.1
Accounting Policies, by Policy (Policies)
6 Months Ended
Jun. 30, 2026
Summary of Significant Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

In the opinion of management, the accompanying unaudited condensed financial statements are prepared in accordance with instructions for Form 10-Q, include all adjustments (consisting only of normal recurring accruals) which we considered as necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission. The results of operations for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for future periods or the full year.

Certain amounts in the prior-period statement of cash flows have been reclassified to conform to the current-period presentation. Payments of operating lease liabilities, previously presented within financing activities, are presented within operating activities in the current period. The reclassification had no effect on previously reported net income, total assets, or partners' surplus.

Use of Estimates

Use of Estimates

GAAP requires the Company to make judgments, 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, the reported amounts of revenue and expenses, cash flows and the related footnote disclosures during the period. On an on-going basis, the Company reviews and evaluates its estimates and assumptions. Actual results could differ from these estimates.

Financial Condition

Financial Condition

For the three and six months ended June 30, 2026, we generated total revenue of $703,770 and $1,283,841, respectively. We incurred a net loss of $353,447 for the three-month period and generated net income of $1,587,115 for the six-month period. Net cash provided by operating activities was $2,036,603 for the six months ended June 30, 2026. As of June 30, 2026, we had cash of $2,135,574, positive working capital of $1,153,294 and an accumulated deficit of $7,203,464, compared with cash of $125,345, negative working capital of $814,742 and an accumulated deficit of $8,790,579 as of December 31, 2025. The improvement in our financial position was primarily attributable to settlement proceeds received during the first quarter of 2026.

Cash

Cash 

Cash is carried at cost and represents cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. The Company had no cash equivalents as of June 30, 2026, and December 31, 2025. The Company’s cash is held at major commercial banks, which may at times exceed the Federal Deposit Insurance Corporation (“FDIC”) limit. To date, the Company has not experienced any losses on its invested cash. On June 30, 2026, and December 31, 2025, the Company had approximately $1,751,728 and $0, respectively, of cash in excess of FDIC limits of $250,000. Any loss incurred or a lack of access to such funds above the FDIC limit could have a significant adverse impact on the Company’s financial condition, results of operations and cash flows.

Accounts Receivable and Royalty Receivable

Accounts Receivable and Royalty Receivable

The Company recognizes an allowance for expected credit losses in accordance with Accounting Standards Update (“ASU”) 2016-13, Financial Instruments – Credit Losses, issued by the Financial Accounting Standards Board (“FASB”). This ASU establishes a current expected credit loss model, which requires the Company to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.

To estimate expected credit losses, the Company segregated its receivables into four risk-based categories, each reflecting distinct credit risk characteristics. A loss rate was then applied to each category based on historical experience and anticipated losses given the associated risk factors.

An allowance for credit losses is recorded through a provision for bad debts charged to earnings. The evaluation of expected credit losses is inherently subjective and requires management to make estimates that may be subject to significant revision as additional information becomes available.

As of June 30, 2026, and December 31, 2025, the Company had an allowance for expected credit losses of $105,871 and $105,792, respectively.

Inventory

Inventory

Inventory consisting of finished products is stated at the lower of cost or net realizable value. At each balance sheet date, the Company evaluates its ending inventories for excess quantities and obsolescence. This evaluation primarily includes an analysis of forecasted demand in relation to the inventory on hand, among consideration of other factors. The physical condition (e.g., age and quality) of the inventories is also considered in establishing its valuation. Based upon the evaluation, provisions are made to reduce excess or obsolete inventories to their estimated net realizable values. Once established, write-downs are considered permanent adjustments to the cost basis of the respective inventories. These adjustments are estimates, which could vary significantly, either favorably or unfavorably, from the amounts that the Company may ultimately realize upon the disposition of inventories if future economic conditions, customer inventory levels, product discontinuances, sales return levels or competitive conditions differ from the Company’s estimates and expectations.

Leases

Leases

The Company applied the FASB’s Accounting Standards Codification (“ASC”) Topic 842, Leases (Topic 842) to arrangements with lease terms of 12 months or more. Operating lease right of use assets (“ROU”) represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the statements of operations.

The Company has an operating lease principally for warehouse and office space. Management evaluates each lease independently to determine the purpose, necessity to its future operations, and other appropriate facts and circumstances.

Revenue Recognition

Revenue Recognition 

The Company recognizes revenue when its customer obtains control of promised goods or services which occurs at a point in time, typically upon shipment to the customer, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenue following the five-step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the performance obligation is satisfied.

Product Revenue

Revenue from product sales is recognized when the customer obtains control of the Company’s product, which occurs at a point in time, typically upon shipment to the customer. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial. 100% of the Company’s revenue for the six months ended June 30, 2026, and 2025, was recognized when the customer obtained control of the Company’s product, which occurred at a point in time, typically upon shipment to the customer.

Royalty Revenue

The Company generates royalty revenue from license and sublicense agreements that grant third parties the right to use its intellectual property, including trademarks and patents, in exchange for sales-based royalties.

License and Sublicense Agreements

On January 2, 2023, the Company entered into a license agreement granting a third-party licensee exclusive rights to use certain trademark and patent assets in exchange for minimum monthly royalty payments of $500,000. Under this structure, the Company received six payments totaling $3,000,000 from March through September 2023, which were recognized ratably over the exclusivity period as performance obligations were satisfied.

In March 2023, the licensee entered into a sublicense agreement with a third-party sublicensee, under which the sublicensee agreed to pay the Company sales-based royalties of 5% of gross sales of sublicensed products.

During the fourth quarter of 2023, the Company and the licensee ended the exclusivity agreement and transitioned to a sales-based royalty structure. Under the revised agreement:

 

The sublicensee continues to pay the Company a 5% royalty on gross sales of sublicensed products; and

  The licensee now pays a matching 5% royalty based on the sublicensee’s reported sales to maintain its licensing rights.

On January 30, 2026, the Company entered into a settlement with ELF Brand LLC (“EBL”) to terminate its ELF® brand license. The Company paid $150,000, and granted EBL a limited license under U.S. Patent No. 8,205,622 with restricted sublicensing solely to QR Joy, Inc. and BFL Metal Products Co. Ltd., with third-party royalties payable to EBL. Therefore, the Company has no right to the royalty revenue generated pursuant to the sublicense agreement.

The Company recognizes royalty revenue in the period in which the criteria for revenue recognition under ASC 606, Revenue from Contracts with Customers, are met, which may be based on reported sales or upon receipt of payment.

The following table provides certain information about accounts receivable and royalty receivable from contracts with customers as of June 30, 2026 and December 31, 2025:

   Accounts   Royalty 
   Receivable   Receivable 
December 31, 2025  $266,321   $
      -
 
June 30, 2026  $380,055   $
      -
 

Voluntary Recall

In February 2024, the Company initiated a voluntary recall of approximately 62,200 lighters due to a missing child safety feature. Under ASC 606, these products are not eligible for revenue recognition, as revenue cannot be recognized for amounts to which the Company does not expect to be entitled. Consequently, the Company recorded this as a refund liability. The total impact of the recall, amounting to $198,068, has been recognized against revenue and receivables for potential credits associated with the recalled products.

The Company has begun processing claims and returns stemming from this recall. To date, the volume of returns has been minimal, and it is not anticipated that returns will exceed the revenue amount already written off. The Company has accounted for this adjustment as a liability and will continue to reevaluate its assumptions based on incoming data. The total refund liability relating to the recall of the lighters was $117,865 and $117,880 as of June 30, 2026, and December 31, 2025, respectively.

Customer Concentration

Customer Concentration

During the six months ended June 30, 2026, four customers accounted for approximately 40% of the Company’s net revenue. Receivables from these customers as of June 30, 2026 totaled $142,868. A summary of such customer concentrations is presented in the table below.

   2026   2026   2026   2026 
Customer  Revenue
($)
   Revenue
%
   Receivables
($)
   Receivables
%
 
A  $203,010    16%  $50,005    10%
B   137,202    11%   63,873    13%
C   93,868    7%   19,875    4%
D   78,146    6%   9,115    2%
Total  $512,226    40%  $142,868    29%

During the six months ended June 30, 2025, four customers accounted for approximately 41% of the Company’s net revenues. Receivables from these customers totaled $470,658 as of June 30, 2025. A summary of these customer concentrations is presented below.

   2025   2025   2025   2025 
Customer  Revenue
($)
   Revenue
%
   Receivables
($)
   Receivables
%
 
A  $343,351    16%  $167,645    23%
B   236,146    11%   165,075    23%
C   156,022    7%   13,156    2%
D   146,268    7%   124,782    17%
Total  $818,787    41%  $470,658    65%
Unit-Based Compensation

Unit-Based Compensation

The Company may issue restricted units to consultants for various services. Costs for these transactions will be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common units is to be measured at the earlier of: (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached, or (ii) the date at which the counterparty’s performance is complete. The Company may issue units as compensation in future periods for services associated with the registration of the common units.

Unit-based payments to employees, including grants of employee options, are recognized as compensation expense in the financial statements based on their fair value, in accordance with ASC Topic 718. This expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (typically the vesting period).

For the three and six months ended June 30, 2026 and 2025, the Company recognized $0 in unit-based compensation, as the Company did not issue common units to its employees, including the Chief Executive Officer and Chief Operating Officer.

Convertible Instruments

Convertible Instruments

The Company accounts for convertible instruments in accordance with ASU 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” This update significantly simplifies the accounting for convertible instruments by eliminating the requirement to bifurcate embedded conversion options from their host instruments, unless the conversion feature independently meets the definition of a derivative under ASC 815, Derivatives and Hedging Activities. Under ASC 815, a conversion feature is treated as a derivative only if its economic characteristics and risks are not clearly and closely related to those of the host contract, and other specific conditions are met.

When it is determined that the embedded conversion options do not require bifurcation, the entire convertible instrument is accounted for as a single liability at amortized cost. Discounts or premiums on convertible instruments are recognized based on the difference between the proceeds received and the principal amount and are amortized over the life of the instrument using the effective interest method.

When a conversion option is bifurcated and accounted for as a derivative, the Company applies the applicable accounting guidance to the debt host and the derivative. Any subsequent modification, conversion, or extinguishment of the related instruments is accounted for in accordance with the applicable guidance based on the specific terms and circumstances of the transaction.

Fair Value

Fair Value

The carrying values of the Company’s notes payables, convertible notes, and accounts payable and accrued expenses approximate their fair values because of the short-term nature of these instruments.

Basic and Diluted Net Income (Loss) Per Unit

Basic and Diluted Net Income (Loss) Per Unit  

The Company computes net income (loss) per unit in accordance with FASB ASC 260, “Earnings per Share”. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net income (loss) available to common unitholders by the weighted average number of common units outstanding during the period. Diluted EPS gives effect to all dilutive potential common units outstanding during the period including options, using the treasury stock method, and convertible notes, using the if-converted method. Diluted EPS excludes all dilutive potential common units if their effect is anti-dilutive.

For the three and six months ended June 30, 2026, there were no potentially dilutive securities outstanding, as all previously outstanding convertible notes had been fully settled in January 2025. Accordingly, basic and diluted net income (loss) per common unit were the same for both periods.

For the three and six months ended June 30, 2025, diluted net loss per common unit was the same as basic net loss per common unit because the Company reported a net loss and the effect of any potentially dilutive securities would have been anti-dilutive. Prior to the settlement of the Company’s convertible notes in January 2025, approximately 691,319 underlying common units issuable upon conversion of the notes were excluded from the computation of diluted net loss per common unit because their inclusion would have been anti-dilutive.

The following table presents the computation of basic and diluted net income (loss) per common unit:

   For the Three Months Ended   For the Six Months Ended 
   June 30,   June 30, 
   2026   2025   2026   2025 
Net income (loss)  $(353,447)  $(321,001)  $1,587,115   $(611,865)
Weighted-average common units outstanding – Basic   91,746,806    91,746,806    91,746,806    91,746,806 
Dilutive effect of common units   
-
    
-
    
-
    
-
 
Weighted-average common units outstanding – Diluted   91,746,806    91,746,806    91,746,806    91,746,806 
Net income (loss) per common unit – Basic  $(0.00)  $(0.00)  $0.02   $(0.01)
Net income (loss) per common unit – Diluted  $(0.00)  $(0.00)  $0.02   $(0.01)
Income Taxes

Income Taxes

The Company has recorded income taxes in accordance with ASC 740, “Income Taxes,” which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of differences between the carrying amounts of assets and liabilities for financial reporting purposes and their respective tax bases. Additionally, the Company follows the provisions of FASB ASC 740-10, “Uncertainty in Income Taxes,” which establishes recognition thresholds for tax positions. Under this standard, an entity may only recognize tax positions that meet a “more-likely-than-not” threshold. As of June 30, 2026 and December 31, 2025, the Company does not believe it has any uncertain tax positions that would require recognition or disclosure in the accompanying unaudited condensed financial statements.

Recent Accounting Pronouncements

Recent Accounting Pronouncements 

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update aims to enhance transparency for users of financial statements by requiring public business entities to disaggregate specific expense categories. The update mandates disclosures in the notes to financial statements, detailing the composition and trends of key expense categories within major income statement captions. These enhanced disclosures are expected to help investors more effectively assess the entity’s performance, understand its cost structure, and make more accurate forecasts of future cash flow. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the potential impact of ASU 2024-03 on our financial reporting and disclosures.

In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which revises the effective date of ASU 2024-03 (on disclosures about disaggregation of income statement expenses) “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU. The Company is currently evaluating the potential impact of ASU 2024-03 on its financial reporting and disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instrument-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This ASU affects entities that apply the practical expedient and accounting policy election (if applicable) when estimating expected credit losses on current accounts receivable and/or current contract assets arising from transactions under Topic 606, including those assets acquired in a transaction accounted for under Topic 805, Business Combinations. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the potential impact of ASU 2025-05 on its financial reporting and disclosures.