UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
Amendment No. 1
(Mark One)
| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from __________ to ___________
Commission file number:
| (Exact name of registrant as specified in its charter) |
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| (State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) |
| (Zip Code) |
(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.
| ☒ |
| No | ☐ |
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).
| ☒ |
| No | ☐ |
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 | ☐ | |
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| ☒ | Smaller reporting company | ||
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| 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 | ☐ |
| No | |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of November 19, 2025, there were
___________________________________________________________________________________________
EXPLANATORY NOTE
TABLE OF CONTENTS
| 3 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
| GLOBAL INDUSTRY PRODUCTS, CORP. | ||||||||
| BALANCE SHEETS | ||||||||
| September 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivables, net | ||||||||
| Inventory, net | ||||||||
| Other current assets | ||||||||
| Total current assets | $ | $ | ||||||
| LONG-TERM ASSETS | ||||||||
| Property and equipment, net | $ | $ | ||||||
| Intangible Assets, net | ||||||||
| Right of use assets, net | ||||||||
| Other long-term assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | $ | $ | ||||||
| Lease liabilities-short term | ||||||||
| Current maturities of long-term debt | ||||||||
| Notes payable - related party | ||||||||
| Other current liabilities | ||||||||
| Total Current liabilities | $ | $ | ||||||
| OTHER LIABILITIES | ||||||||
| Lease liabilities-long term | $ | $ | ||||||
| Long-term debt | ||||||||
| Other long term liabilities | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| EQUITY | ||||||||
| Preferred stock $ | $ | $ | ||||||
| Common stock $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL EQUITY | $ | $ | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | ||||||
| 4 |
| GLOBAL INDUSTRY PRODUCTS, CORP. | ||||||||||||||||
| STATEMENT OF OPERATIONS | ||||||||||||||||
| Three Months Ended September 30 | Nine Months Ended September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| REVENUE | ||||||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Net revenue | $ | $ | $ | $ | ||||||||||||
| COST OF REVENUE | ||||||||||||||||
| Cost of revenue | $ | $ | $ | $ | ||||||||||||
| Total Cost of revenue | $ | $ | $ | $ | ||||||||||||
| GROSS PROFIT | $ | $ | $ | $ | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Selling, general and administrative expense | $ | $ | $ | $ | ||||||||||||
| Total Operating Expenses | $ | $ | $ | $ | ||||||||||||
| OTHER INCOME/EXPENSE | ||||||||||||||||
| Moving Expense (1) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Other income (expense) | ||||||||||||||||
| Total Other Income (Expense) | $ | $ | $ | ( | ) | $ | ||||||||||
| Net (loss) before income tax provision | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| NET (LOSS) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| (Loss) per share - basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of shares outstanding - basic and diluted | ||||||||||||||||
| (1) |
| 5 |
| GLOBAL INDUSTRY PRODUCTS, CORP. | ||||||||||||||||||||||||||||||||||||
| STATEMENT OF CHANGES OF STOCKHOLDERS’ EQUITY | ||||||||||||||||||||||||||||||||||||
| 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, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Net Loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Shares returned to treasury | ( | ) | ||||||||||||||||||||||||||||||||||
| Shares issued | ||||||||||||||||||||||||||||||||||||
| Balance March 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Net Loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance June 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Net Loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance September 30, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Net Loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Net Loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance June 30, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Net Loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Conversion of shares to common stock | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| 6 |
| GLOBAL INDUSTRY PRODUCTS, CORP. | ||||||||
| STATEMENTS OF CASH FLOW | ||||||||
| For Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net (Loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile Net Income (Loss) to net cash provided by operations: | ||||||||
| Depreciation and amortization | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Accounts Receivables | ||||||||
| Inventory | ||||||||
| Right of use Assets | ( | ) | ||||||
| Deposits and other current assets | ( | ) | ||||||
| Accounts payables | ( | ) | ||||||
| Lease liabilities | ( | ) | ||||||
| Cash (Used In) / Generated From Operating Activities | $ | ( | ) | $ | ||||
| Cash Flows From Investing Activities: | ||||||||
| Purchases of equipment | $ | $ | ( | ) | ||||
| Purchase of intangible assets | ( | ) | ( | ) | ||||
| Cash (Used In) Investing Activities | $ | ( | ) | $ | ( | ) | ||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from issuance of shares | $ | $ | ||||||
| Dividends paid | ||||||||
| Repayment of loan - unrelated parties | ( | ) | ||||||
| Proceeds from loans from related parties | ( | ) | ||||||
| Cash (Used In) / Generated From Financing Activities | $ | ( | ) | $ | ||||
| Net (Decrease) Increase in Cash | $ | ( | ) | $ | ||||
| Cash at Beginning of Period | ||||||||
| Cash at End of Period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Supplemental Disclosures of Non-Cash Investing and Financing Activities: | ||||||||
| Present value of initial lease liability and right-of-use asset | $ | $ | ||||||
| 7 |
NOTES TO CONSOLIDATED 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 consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
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, recognition and measurement of income tax assets, valuation of share-based compensation, and the valuation of net assets acquired.
Revenue Recognition
The Company sells products to a diversified base of customers and has no material concentration of credit risk or significant payment terms extended to customers. The majority of customer arrangements contain a single performance obligation to transfer goods. Revenue is recognized when control of goods has transferred to customers. For most of the Company’s customer arrangements, control transfers to customers at a point in time when goods/services have been delivered, as that is generally when the legal title, physical possession, and risks and rewards of goods/services transfer to the customer.
Cash and cash equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
Accounts receivables, net
Trade receivables arise from granting credit to customers in the normal course of business, are unsecured, and are presented net of an allowance for doubtful accounts. The allowance is based on several factors, including the length of time the receivable is past due, the Company’s previous loss history, the customer’s current ability to pay, and the general condition of the economy and industry as a whole. Depending on the customer, payment is due between 30 and 90 days after the customer receives an invoice. When all collection efforts have been exhausted, the accounts are written off. Historically, the Company has suffered significant losses concerning its trade receivables.
| 8 |
Inventories
Inventories, which consist of purchased components for resale, are valued at the lower of average cost (which approximates the first-in, first-out method) and net realizable value. Given the nature of the non-durable goods of the Company inventory product mix and long shelf life, the Company rarely reduces the carrying value of inventory for slow-moving items but does reduce the carrying value of inventory for shrinkage and obsolete items.
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 $
No customer sales accounted for more than 14% in 2024 and 2025.
Bad Debt Recognition
The allowance for doubtful accounts is calculated by multiplying the receivable balance in the various aging categories by a reserve rate. A higher reserve rate is applied to older receivables because those receivables are less likely to be collected.
| 9 |
Fair value of financial instruments
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and assumptions that market participants would use when pricing the asset or liability.
ASC Topic 820, Fair Value Measurements and Disclosures provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:
Level 1 — inputs are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets.
Level 2 — inputs are based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 — inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined 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 , 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.
| 10 |
Inventory
Inventory is held for resale and is stated at the lower of cost or market. U.S. merchandise inventories are valued by using the Average Cost Method. The Company believes the Average Cost Method more fairly presents the results of operations due to the numerous vendors for the same product and the incremental changes in cost not reflected in revenue pricing increases.
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.
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 $ (
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.
Based on evaluation of the above factors and the management actions outlined, we believe that the company has a reasonable ability to continue as a going concern and meet its obligations in the foreseeable future.
NOTE 3. RESTATEMENT
The
Company identified errors in its accounting for historical Common stock equity issuance. The Company understated the
total number of outstanding common shares by
| 11 |
The effect of the restatement of the Balance Sheets for December 31, 2024, is as follows:
| As Previously Reported | Restated | Effect of the Restatement | ||||||||||
| December 31, 2024 | December 31, 2024 | |||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||
| Accounts receivables, net | ||||||||||||
| Inventory, net | ||||||||||||
| Other current assets | ||||||||||||
| Total current assets | $ | $ | $ | |||||||||
| LONG-TERM ASSETS | ||||||||||||
| Property and equipment, net | $ | $ | $ | |||||||||
| Intangible Assets, net | ||||||||||||
| Right of use assets, net | ||||||||||||
| Other long-term assets | ||||||||||||
| TOTAL ASSETS | $ | $ | $ | |||||||||
| LIABILITIES AND EQUITY | ||||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Accounts payable | $ | $ | $ | |||||||||
| Lease liabilities-short term | ||||||||||||
| Current maturities of long-term debt | ||||||||||||
| Notes payable - related party | ||||||||||||
| Other current liabilities | ||||||||||||
| Total Current liabilities | $ | $ | $ | |||||||||
| OTHER LIABILITIES | ||||||||||||
| Lease liabilities-long term | $ | $ | $ | |||||||||
| Long-term debt | ||||||||||||
| Other long term liabilities | ||||||||||||
| TOTAL LIABILITIES | $ | $ | $ | |||||||||
| EQUITY | ||||||||||||
| Preferred stock $ | $ | $ | $ | |||||||||
| Common stock $ | ||||||||||||
| Additional paid-in capital | ( | ) | ||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||||
| TOTAL EQUITY | $ | $ | $ | |||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | $ | |||||||||
| 12 |
The effect of the restatement of the Statement of Changes in Stockholders’ Equity for December 31, 2024, is as follows:
| 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, 2022 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Restatement adjustment | ( | ) | ||||||||||||||||||||||||||||||||||
| Net Loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Dividends Paid | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance - December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
| Net Loss | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Shares returned to treasury | ( | ) | ||||||||||||||||||||||||||||||||||
| Shares Issued | ||||||||||||||||||||||||||||||||||||
| Dividends Paid | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Balance - December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||
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.
Goodwill represents the excess of
acquisition cost over the fair value of the net assets acquired and is subject to amortization.
| Estimated Life | September 30, 2025 | December 31, 2024 | ||||||||||
| Intellectual Property | $ | $ | ||||||||||
| Product Development | ||||||||||||
| Goodwill | ||||||||||||
| $ | $ | |||||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||||||
| Intangible Assets, net | $ | $ | ||||||||||
| 13 |
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.
Property, plant and equipment, stated at cost, consisted of the following:
| Estimated Life | September 30, 2025 | December 31, 2024 | ||||||||||
| Leasehold improvements | $ | $ | ||||||||||
| Equipment & fixtures | ||||||||||||
| Trucks and delivery vehicles | ||||||||||||
| $ | $ | |||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||||||
| Property and equipment, net | $ | $ | ||||||||||
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. STATEMENT OF OPERATIONS – MOVING EXPENSE
The Company elected not to renew
the property lease located at 6615 Escondido St. Suite C; Las Vegas, NV 89119 and relocated the Company’s operations to
7777 Dean Martin Dr. Suite 303; Las Vegas, NV 89119 on May 1, 2025. The relocation of the Company’s warehouse and office
space resulted in a non-operating expense of $
| 14 |
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.
| For Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Net Income (Loss) computation of basic and diluted per common share: | ||||||||
| Net loss attributable to common and common equivalent stockholders | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted net income (loss) per share: | ||||||||
| Basic and diluted net loss per common and common equivalent shares | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted weighted average common and common equivalent shares outstanding | ||||||||
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 | September 30, 2025 | December 31, 2024 | ||||||
| Warrants | ||||||||
| 15 |
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 $
The Company reported the following summary of non-cancellable operating leases in accordance with the provisions of ASC 842 Topic 842 “Leases” as follows:
Summary of Non-Cancellable Operating Leases:
| Office and Warehouse Lease | September 30, 2025 | December 31, 2024 | ||||||
| Right-of-use asset, net | $ | $ | ||||||
| Current lease liabilities | ||||||||
| Non-current lease liabilities | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
Related Party - Notes
On May 18, 2022, the Company entered
into an agreement to borrow $
From time to time, the Company may provide, at its discretion, payroll advances to its employees as part of its normal operating activities. Employees who request a payroll advance must sign a written agreement to repay any advance in whole or in part through future payroll advances to conform with Nevada state law.
Related Party - Contractor
The Company has an at-will agreement with Advance Construction Technologies International, LLC, to provide computer support and warehouse inventory controls.
| 16 |
NOTE 10. STOCKHOLDERS’ EQUITY, UNPAID DIVIDENDS AND WARRANTS
The Company’s capitalization
on September 30, 2024, December 31, 2025, and September 30, 2025, was
The Company’s Class “A”
Convertible Preferred Shares have an accrued undeclared dividend payable at a rate of
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
Dividends
| Undeclared Dividends | Undeclared Dividends | |||||||
| September 30, 2025 | December 31, 2024 | |||||||
| Class “A” Convertible Preferred Shares | $ | $ | ||||||
| Class “F” Preferred Shares | $ | $ | ||||||
Warrants
There are outstanding
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.
| 17 |
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
| Named Executive Officers and Directors’ (1,2) | Shareholdings | Percent(2) | ||||||
| Chester Wright III (3) | % | |||||||
| Spencer Fisher | % | |||||||
| Catherine Wilkinson (4) | % | |||||||
| Executive Officers, Named Executive Officers, and Directors as a Group | % | |||||||
__________
Footnotes
| (1) |
| (2) |
| (3) |
| (4) |
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.
| 18 |
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 September 30, 2025, we had an accumulated deficit totaling ($4,408,716). This raises substantial doubts about our ability to continue as a going concern.
Results of Operations
For the three months ended September 30, 2025 compared to the three months ended September 30, 2024
During the three months ended September 30, 2025, we recognized total revenues of $610,184 compared to the prior period of $793,735. The decrease is largely attributable to revenue focus being lessened during a move to a new warehouse.
Gross profit for the three months ended September 30, 2025 was $182,646 compared to $247,955 for the prior period. The decrease is largely attributable to a sales decrease.
During the three months ended September 30, 2025, we recognized $277,149 in operating expenses compared to $302,318 for the prior period. The change was in large part attributable to reduced sales and costs thereof.
Other Income (Expense) for the three months ended September 30, 2025 was $524 compared to $2,373 for the three months ended September 30, 2024. Expenses related to moving the Company’s offices and warehouses to a new lease location contributed to the difference.
During the three months ended September 30, 2025, we recognized a net income (loss) of ($93,979) versus a loss of ($51,990) for the prior period. The difference mainly is lower seasonal sales activity and costs of audits for our registration.
For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024
During the nine months ended September 30, 2025, we recognized total revenues of $2,250,438 compared to the prior period of $2,374,554. The decrease is largely attributable to slightly lower seasonal sales in the current period.
Gross profit (loss) for the nine months ended September 30, 2025 was $662,674 compared to $722,437 for the prior period. The decrease is largely attributable to a sales decrease.
During the nine months ended September 30, 2025, we recognized $914,631 in operating expenses compared to $968,811 for the prior period. The change was in large part attributable to lower expenses related to reduced revenues.
Other Income (Expense) for the nine months ended September 30, 2025 was ($73,185) compared to $4,486 for the nine months ended September 30, 2024. Moving expenses contributed to the difference.
During the nine months ended September 30, 2025, we recognized a net income (loss) of ($325,142) versus a loss of ($241,888) for the prior period. The difference is largely attributable to a decrease in sales revenue, some moving related expenses and disruption, and audit costs for registration.
| 19 |
The Company identified errors in its accounting for historical Common stock equity issuance. The Company understated the total number of outstanding common shares by 163,724 reported on the Balance Sheet and the Statement of Shareholders’ Equity. The error resulted in a $164 understatement of common stock par value and a corresponding overstatement of additional paid in capital. Therefore, reported common shares of 22,260,059 shares have been restated to 22,423,783 shares with corresponding adjustment of $164 in common stock par value and additional paid in capital. The common share totals used in earning per share calculations were correct.
Liquidity and Capital Resources
As of September 30, 2025, we had a working capital surplus and cash of $210,871, as compared to a working capital surplus and cash of $339,139 as of December 31, 2024. The working capital surplus continues primarily due to the revenue continuing and net accounts receivable during 2025 as compared to 2024, with a slight decrease from 2024 to the nine months in 2025 in positive working capital.
During the nine months ended September 30, 2025, the Company used ($112,215) of cash for operating activities as compared to $105,882 of cash for operating activities used for the nine months ended September 30, 2024, which includes an increase in accounts payable of $211,509 in 2025 compared to ($212,363) as of September 30, 2025 and 2024, respectively.
Cash flows used in investing activities were ($15,716) and ($29,271), respectively, for the nine months ended September 30, 2025 and 2024, respectively.
Cash flows from financing activities were ($337) and $275,000 as of September 30, 2025 and 2024, respectively. The decrease was due to no issuance of shares or dividends for the nine months ended September 30, 2025.
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
The Company sells products to a diversified base of customers and has no material concentration of credit risk or significant payment terms extended to customers. The majority of customer arrangements contain a single performance obligation to transfer goods. Revenue is recognized when control of goods has transferred to customers. For most of the Company’s customer arrangements, control transfers to customers at a point in time when goods/services have been delivered, as that is generally when the legal title, physical possession, and risks and rewards of goods/services transfer to the customer.
Cash and cash equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
Accounts receivables, net
Trade receivables arise from granting credit to customers in the normal course of business, are unsecured, and are presented net of an allowance for doubtful accounts. The allowance is based on several factors, including the length of time the receivable is past due, the Company’s previous loss history, the customer’s current ability to pay, and the general condition of the economy and industry as a whole. Depending on the customer, payment is due between 30 and 90 days after the customer receives an invoice. When all collection efforts have been exhausted, the accounts are written off. Historically, the Company has suffered significant losses concerning its trade receivables.
Inventories
Inventories, which consist of purchased components for resale, are valued at the lower of average cost (which approximates the first-in, first-out method) and net realizable value. Given the nature of the non-durable goods of the Company inventory product mix and long shelf life, the Company rarely reduces the carrying value of inventory for slow-moving items but does reduce the carrying value of inventory for shrinkage and obsolete items.
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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 September 30, 2025, the
Company held cash and cash equivalents of $210,871. 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 14% in 2024 and 2025.
Bad Debt Recognition
The allowance for doubtful accounts is calculated by multiplying the receivable balance in the various aging categories by a reserve rate. A higher reserve rate is applied to older receivables because those receivables are less likely to be collected.
Fair value of financial instruments
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and assumptions that market participants would use when pricing the asset or liability.
ASC Topic 820, Fair Value Measurements and Disclosures provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:
Level 1 — inputs are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets.
Level 2 — inputs are based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 — inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined 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.
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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.
Inventory
Inventory is held for resale and is stated at the lower of cost or market. U.S. merchandise inventories are valued by using the Average Cost Method. The Company believes the Average Cost Method more fairly presents the results of operations due to the numerous vendors for the same product and the incremental changes in cost not reflected in revenue pricing increases.
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.
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 September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
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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 S-1 filed on September 30, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Recent Sales of Unregistered Securities
As disclosed in our Registration Statement on Form S-1 filed on September 30, 2025, we have authorized issuing 110,000 common shares to two non-affiliates pursuant to conversion of Series A Preferred Convertible Stock upon the filing of the Registration Statement as an exempt offering under Section 4(a)2 of the Securities Act of 1933. Otherwise, we have not sold unregistered securities in the past 2 years without registering the securities under the Securities Act of 1933.
Exemption From Registration Claimed
All of the above sales by us of our unregistered securities were made by us in reliance upon Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"). All of the individuals and/or entities that purchased the unregistered securities were primarily existing shareholders, known to us and our management, through pre-existing business relationships, as long-standing business associates and employees. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to our management in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to us. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURE
Not Applicable.
ITEM 5. OTHER INFORMATION
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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: February 4, 2026 | By: | /s/ Chester I. Wright, III |
|
|
|
Chester I. Wright, III |
|
|
|
(Chief Executive Officer, Principal Executive Officer) |
|
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|
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| Dated: February 4, 2026 | By: | /s/ Chester I. Wright, III |
|
|
|
Chester I. Wright, III |
|
|
|
(Chief Financial Officer, Principal Accounting Officer) |
|
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| 25 |