Financial Performance - Net sales for the three months ended September 30, 2025, were $759,999, a decrease of $6,443,270 (89.4%) compared to $7,203,269 in the prior year due to the sale of the smoke and carbon monoxide alarm business[69]. - For the six months ended September 30, 2025, net sales were $4,584,246, a decrease of $7,217,539 (61.2%) compared to $11,801,785 in the prior year[76]. Profitability - Gross profit margin increased to 60.4% for the quarter ended September 30, 2025, compared to 27.7% for the same quarter in 2024, primarily due to a refund of previously recorded tariffs[70]. - The gross profit margin for the six months ended September 30, 2025, was 25.2%, down from 26.1% in the same period of 2024[77]. - The company reported a net loss of $999,780 for the quarter ended September 30, 2025, compared to net income of $576,978 in the same quarter of the previous year, a decrease of $1,576,758 (273.3%) in net income[75]. - The company reported net income of $810,541 for the six months ended September 30, 2025, an increase of $675,769 (501.4%) compared to $134,772 in the same period of the previous year, driven by the gain on the sale of the smoke and carbon monoxide business[81]. Expenses - Selling, general and administrative expenses rose to $1,311,187 for the three months ended September 30, 2025, representing 172.5% of net sales, up from 16.8% in the prior year[72]. - Selling, general and administrative expenses for the six months ended September 30, 2025, were $2,424,490, accounting for 52.9% of sales, up from 22.1% in the prior year[78]. Cash Flow - Operating activities provided cash of $3,940,773 for the six months ended September 30, 2025, primarily due to a decrease in accounts receivable and inventories[82]. Strategic Actions - The company closed the asset sale to Feit Electric Company on May 22, 2025, allowing it to focus on importing and marketing other product lines[67].

Core Viewpoint - Universal Safety Products, Inc. reported significant declines in sales and a net loss for the fiscal second quarter and six months ended September 30, 2025, primarily due to the sale of its smoke and carbon monoxide alarm business in May 2025 [2][4]. Financial Performance - For the three months ended September 30, 2025, sales decreased by 89.4% to $759,999 from $7,203,269 in the same period last year. The company reported a net loss of $999,780, or $0.43 per share, compared to a net income of $576,978, or $0.25 per share, for the same period last year [2][8]. - For the six months ended September 30, 2025, sales decreased by 61.2% to $4,584,246 from $11,801,785 in the same period last year. The company reported a net income of $810,541, or $0.35 per basic share and $0.33 per diluted share, compared to a net income of $134,772, or $0.06 per share, for the corresponding 2024 period [3][9]. Business Operations - The CEO, Harvey B. Grossblatt, indicated that the sales decreases were primarily due to the divestiture of the smoke and carbon monoxide alarm business. The loss in the three-month period was attributed to increased reserves for accounts receivable and significantly lower sales. The gain for the six-month period was mainly due to the sale of the smoke and CO alarm business [4][5]. Balance Sheet Overview - As of September 30, 2025, total assets were $6,769,836, a decrease from $12,936,686 in the previous year. Cash increased to $5,225,625 from $234,199, while accounts receivable dropped to $707,464 from $6,460,368 [11][13]. - Total current liabilities were $3,108,371, down from $7,838,887 the previous year, with a notable reduction in accounts payable [11][13].

Core Insights - Vanguard Mining Corp. has received its Environmental License from the Ministry of Environment and Sustainable Development (MADES) for the Yuty Prometeo Uranium Project in Paraguay, marking a significant step in the regulatory process for exploration and development [1][2][3] Company Overview - Vanguard Mining Corp. is focused on the discovery and development of high-value strategic minerals, particularly uranium, in the United States and Paraguay [17] - The company aims to build a strong uranium portfolio in South America, leveraging modern exploration techniques in a historically prospective district [3] Project Details - The Yuty Prometeo Uranium Project encompasses approximately 90,000 hectares (222,395 acres) in the Paraná Basin, a region recognized for its uranium potential [8][10] - The project includes four concessions: three San Jose concessions and one Prometeo concession, with the Prometeo Concession directly adjacent to Uranium Energy Corp.'s Yuty Project, which has an indicated resource of 8.96 million pounds of U₃O₈ [8][11] - Historical drilling on the Prometeo block has shown uranium values ranging from 0.05% to 0.10% U₃O₈, indicating potential for further exploration [11] Regulatory Milestones - Securing the MADES prospection permit is a key milestone that de-risks the path toward full exploration and development authorization for the Yuty Prometeo Project [2][3] - The Paraguayan government is recognized for its political stability and investor-friendly regulatory environment, making it an attractive jurisdiction for mining companies [16] Exploration Activities - The company's technical advisors recently visited the Vice Ministry of Mines and Energy (VMME) core shed in Asunción to review core samples from the project, preparing for upcoming exploration activities [3]

Core Insights - Energy Fuels is transitioning from its historical role in uranium to building an integrated platform focused on critical minerals [1] Company Overview - Energy Fuels is recognized for its significant historical involvement in the uranium sector [1] - The company is actively developing a comprehensive strategy to incorporate critical minerals into its operations [1] Investment Perspective - The investment approach emphasizes value companies with strong long-term potential, indicating a focus on sustainable growth [1]

Price Movements and Company Developments - Smart Digital Group Limited (NASDAQ:SDM) has seen a dramatic price drop of approximately 86.93%, falling to $1.77 from a year high of $29.4, with plans to create a diversified cryptocurrency asset pool focusing on major cryptocurrencies like Bitcoin and Ethereum [2] - Pop Culture Group Co., Ltd (CPOP) experienced a price decrease of 54.15%, moving down to $0.93, with increased trading volume suggesting growing investor interest or concern, despite no recent updates explaining the decline [3] - EUDA Health Holdings Limited (EUDAW) faced a 37.16% price fall to $0.08, with notably low trading volume indicating a lack of significant investor engagement and possible uncertainty [4] - Kuke Music Holding Limited (NYSE:KUKE) saw a 34.74% decrease in stock price to $0.77, despite acquiring a controlling interest in Naxos Music Group, with increased trading activity possibly linked to market sentiment [5] - Universal Safety Products, Inc. (NYSE American:UUU) experienced a 32.86% drop in stock price to $4.25, while declaring a one-time special cash dividend of $1.00 per share, with higher trading volume indicating a shift in investor sentiment [6] Market Dynamics and Investor Sentiment - The significant price movements among these companies appear to be influenced by a combination of market dynamics, investor sentiment, and possibly undisclosed internal developments [7]

As filed with the Securities and Exchange Commission on September 19, 2025 Registration No. 333-290304 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Universal Safety Products, Inc. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) Maryland 5065 52-0898545 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Iden ...

As filed with the Securities and Exchange Commission on September 16, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Universal Safety Products, Inc. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Maryland 5065 52-0898545 (I.R.S. Employer Identification No.) 11407 Cro ...

Core Viewpoint - Universal Safety Products, Inc. has declared a one-time special cash dividend of $1.00 per share, marking a significant return of value to shareholders following the successful sale of assets to Feit Electric Company earlier this year [1][2]. Dividend Announcement - The record date for the special dividend is September 18, 2025, with the payment date set for September 25, 2025 [1]. - The special dividend represents more than 20% of the stock price, leading to the stock trading with "due bills" from the record date through the payment date [2]. Shareholder Information - Shareholders selling their stock during the Dividend Right Period (September 18, 2025, to September 25, 2025) will forfeit their right to the special dividend [3]. - Due bills will be settled between brokers, and the company has no obligation regarding the due bill amount or processing [4]. Company Background - Universal Safety Products, Inc. is a distributor of safety and security devices, with over 56 years of experience in developing innovative products [5].

PART I - FINANCIAL INFORMATION This section presents unaudited condensed consolidated financial statements and management's analysis for Universal Safety Products, Inc [ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents unaudited consolidated financial statements, covering balance sheets, operations, equity, cash flows, and accounting notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet reflects decreased total assets and current liabilities, with increased shareholders' equity due to net income | Metric | June 30, 2025 | March 31, 2025 | | :-------------------------------- | :------------ | :------------- | | **Assets** | | | | Total Current Assets | $7,580,226 | $9,816,279 | | Total Assets | $7,580,226 | $9,816,279 | | **Liabilities & Equity** | | | | Total Current Liabilities | $606,194 | $4,652,568 | | Total Shareholders' Equity | $6,974,032 | $5,163,711 | | Total Liabilities & Shareholders' Equity | $7,580,226 | $9,816,279 | - Cash increased from **$348,074** to **$482,166**, and cash – investment increased from **$0** to **$3,338,228**[10](index=10&type=chunk) - Accounts receivable (trade, net) increased from **$580,574** to **$1,836,427**, while amount due from factor decreased significantly from **$3,666,790** to **$831,216**[10](index=10&type=chunk) - Inventories – finished goods decreased from **$3,024,114** to **$1,012,259**, and Assets – Held for Sale became **$0** from **$1,681,937**[10](index=10&type=chunk) - Line of credit - factor decreased from **$2,100,458** to **$0**[10](index=10&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported **$1,810,321** net income for Q1 2025, reversing a prior year net loss, primarily from an asset sale gain | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Net sales | $3,824,247 | $4,598,516 | | Cost of goods sold | $3,130,112 | $3,510,812 | | GROSS PROFIT | $694,135 | $1,087,704 | | Selling, general and administrative expense | $1,113,303 | $1,397,421 | | Engineering and product development expense | $112,007 | $87,601 | | Operating loss | $(531,175) | $(397,318) | | Gain on sale of assets | $2,820,668 | — | | Interest income (expense) | $3,828 | $(44,888) | | Net income (loss) before taxes | $2,293,321 | $(442,206) | | Provision for income taxes | $483,000 | — | | NET INCOME (LOSS) | $1,810,321 | $(442,206) | | Basic and diluted EPS | $0.78 | $(0.19) | - Net sales decreased by **16.8%** YoY, from **$4,598,516** to **$3,824,247**[12](index=12&type=chunk) - Gross profit decreased from **$1,087,704** to **$694,135**, and gross profit margin was **18.2%** in 2025 compared to **23.7%** in 2024[12](index=12&type=chunk) [Condensed Consolidated Statement of Shareholders' Equity (2025)](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Shareholders'%20Equity%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202025) Shareholders' equity increased to **$6,974,032** by June 30, 2025, from **$5,163,711**, driven by **$1,810,321** net income | Metric | April 1, 2025 | June 30, 2025 | | :-------------------- | :------------ | :------------ | | Total Shareholders' Equity | $5,163,711 | $6,974,032 | | Net Income | | $1,810,321 | | Accumulated Deficit | $(7,745,259) | $(5,934,938) | [Condensed Consolidated Statement of Shareholders' Equity (2024)](index=6&type=section&id=Condensed%20Consolidated%20Statement%20of%20Shareholders'%20Equity%20for%20the%20Three%20Months%20Ended%20June%2030%2C%202024) Shareholders' equity decreased from **$4,963,027** to **$4,520,821** in Q1 2024, due to a **$442,206** net loss | Metric | April 1, 2024 | June 30, 2024 | | :-------------------- | :------------ | :------------ | | Total Shareholders' Equity | $4,963,027 | $4,520,821 | | Net Loss | | $(442,206) | | Accumulated Deficit | $(7,945,943) | $(8,388,149) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The company generated significant cash from operating and investing activities in Q1 2025, primarily from an asset sale, increasing cash | Cash Flow Activity | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Net Cash Provided by (Used in) Operating Activities | $2,752,110 | $(1,198,108) | | Net Cash Provided by Investing Activities | $2,820,668 | — | | Net Cash (Used in) Provided by Financing Activities | $(2,100,458) | $1,454,566 | | Net Increase in Cash | $3,472,320 | $256,458 | | Cash at End of Period | $3,820,394 | $321,539 | - Operating activities provided **$2,752,110** in cash in Q1 2025, a significant improvement from using **$1,198,108** in Q1 2024[18](index=18&type=chunk) - Investing activities provided **$2,820,668** in cash in Q1 2025, primarily from the sale of assets[18](index=18&type=chunk) - Financing activities used **$2,100,458** in Q1 2025 due to net repayment of the line of credit, compared to providing **$1,454,566** in Q1 2024 from net borrowings[18](index=18&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) These notes provide essential context to the financial statements, detailing the company's business, asset sale, accounting policies, and key disclosures [Statement of Management (Business Overview & Asset Sale)](index=8&type=section&id=Statement%20of%20Management) Universal Safety Products, Inc. sold its smoke and carbon monoxide alarm business on May 22, 2025, and is now exploring new product lines and business opportunities - Company designs and markets safety products, primarily smoke and carbon monoxide alarms, sold through retail and electrical distribution[20](index=20&type=chunk) - On May 22, 2025, the Company closed the asset sale of its smoke and carbon monoxide alarm business and non-tangible assets to Feit Electric Company, Inc. after shareholder approval on April 15, 2025[21](index=21&type=chunk) - The Company intends to continue importing and marketing product lines other than smoke and carbon monoxide alarms and is exploring other business opportunities[21](index=21&type=chunk) [Line of Credit – Factor](index=8&type=section&id=Line%20of%20Credit%20%E2%80%93%20Factor) The company's factoring agreement saw available borrowing decrease to **$45,000**, with the outstanding balance reduced to **$0** by June 30, 2025 - Agreement with Merchant Financial Group for factoring trade accounts receivable, allowing borrowing of **80%** of eligible receivables, secured by all assets[23](index=23&type=chunk) | Metric | June 30, 2025 | March 31, 2025 | | :-------------------------------- | :------------ | :------------- | | Amount available to borrow | ~$45,000 | ~$348,000 | | Borrowed and outstanding | $0 | $2,100,458 | | Effective interest rate | 9.5% | 9.5% | | Cash on deposit with Factor | $1,837,828 | $0 | [Use of Estimates](index=10&type=section&id=Use%20of%20Estimates) Financial statement preparation requires management estimates and assumptions, which can affect reported amounts, and actual results may differ - Financial statements require management estimates and assumptions affecting reported amounts of assets, liabilities, and disclosures[24](index=24&type=chunk) - Actual results could differ materially from these estimates[24](index=24&type=chunk) [Revenue Recognition](index=10&type=section&id=Revenue%20Recognition) Revenue from safety and security product sales is recognized upon customer control, net of variable consideration, for short-term contracts - Primary revenue source is sale of safety and security products, recognized when customer obtains control (shipment/delivery)[25](index=25&type=chunk) - Revenue is recorded at transaction price net of variable consideration (trade discounts, allowances, returns, warranties) using the expected value method[26](index=26&type=chunk) - Most contracts are short-term (one year or less), utilizing the practical expedient for remaining performance obligations disclosure[25](index=25&type=chunk) [Disaggregation of Revenue](index=10&type=section&id=Disaggregation%20of%20Revenue) Revenue disaggregation shows Eyston product sales decreased by **8.4%** YoY and GFCI/ventilation fan sales decreased by **66.6%** YoY in Q1 2025 | Product Category | June 30, 2025 | June 30, 2024 | | :-------------------------------- | :------------ | :------------ | | Sales of products acquired from Eyston | $3,602,393 | $3,934,490 | | Sales of GFCI's and ventilation fans | $221,854 | $664,026 | | Total Revenue | $3,824,247 | $4,598,516 | - Sales of products acquired from Eyston decreased by **$332,097** (**8.4%**) YoY[27](index=27&type=chunk) - Sales of GFCI's and ventilation fans decreased by **$442,172** (**66.6%**) YoY[27](index=27&type=chunk) [Concentrations](index=10&type=section&id=Concentrations) The company relies on Eyston for all smoke and carbon monoxide alarms, with significant customer concentration, indicating supplier and customer risk - All smoke alarm and carbon monoxide alarm safety products are acquired from Eyston Company, Ltd[28](index=28&type=chunk) - Four customers represented **16.5%**, **15.4%**, **12.8%**, and **10.1%** of net sales for the three months ended June 30, 2025[28](index=28&type=chunk) - Two customers represented **19.1%** and **12.5%** of total trade accounts receivable at June 30, 2025[28](index=28&type=chunk) [Related Party Transactions](index=12&type=section&id=Related%20Party%20Transactions) Inventory purchases and expenses charged to the CEO's credit card totaled **$83,000** in Q1 2025, down from **$560,000** in Q1 2024, and were fully reimbursed | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Inventory purchases & other expenses charged to CEO's credit card | ~$83,000 | ~$560,000 | | Maximum amount outstanding to CEO | $13,298 | $285,333 | - All charges to related party credit cards were subsequently reimbursed in full by the Company[30](index=30&type=chunk) [Receivables](index=12&type=section&id=Receivables) Receivables are recorded upon unconditional right to consideration, with credit loss provisions and credit risk assessed by management - Receivables are recorded when the Company has an unconditional right to consideration[31](index=31&type=chunk) - A provision for credit losses is established based on historical experience and current/future economic conditions[31](index=31&type=chunk) - Management assesses credit risk of trade and financing receivables based on specific identification, considering customer creditworthiness, transaction history, industry trends, and payment terms[38](index=38&type=chunk)[39](index=39&type=chunk) [Income Taxes](index=12&type=section&id=Income%20Taxes) Interim tax provisions are calculated using an estimated annual effective tax rate, with a valuation allowance offsetting deferred tax assets due to prior losses - Interim tax provision is calculated using an estimated annual effective tax rate[32](index=32&type=chunk) - A valuation allowance fully offsets remaining deferred tax assets due to prior losses and uncertainty of future taxable income[34](index=34&type=chunk) - The Company expects to use approximately **$1,950,000** of its net operating loss carry-forwards for the fiscal year ended March 31, 2026[34](index=34&type=chunk) [Accounts Receivable, Amount Due From Factor, and Allowance for Credit Losses](index=12&type=section&id=Accounts%20Receivable%2C%20Amount%20Due%20From%20Factor%2C%20and%20Allowance%20for%20Credit%20Losses) Most trade receivables are assigned non-recourse to Merchant Factors, transferring credit risk, with a **$470,000** credit loss provision for trade accounts receivable - Majority of trade receivables are assigned on a pre-approved non-recourse basis to Merchant Factors Corporation, transferring credit risk to the factor[36](index=36&type=chunk) - A provision for credit losses of **$470,000** was provided for uncollectible trade accounts receivable at June 30, 2025, and March 31, 2025[40](index=40&type=chunk) - No provision for credit losses related to Amounts Due from Factor has been provided due to the nature of the factoring agreement and prior experience[40](index=40&type=chunk) [Earnings per Common Share](index=14&type=section&id=Earnings%20per%20Common%20Share) Basic and diluted EPS are computed based on weighted average common shares outstanding, identical at **2,312,887** for Q1 2025 and 2024 - Basic and diluted EPS are computed based on weighted average common shares outstanding[41](index=41&type=chunk) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Weighted average basic and diluted shares outstanding | 2,312,887 | 2,312,887 | - No potentially dilutive common stock equivalents were outstanding during the periods, making basic and diluted shares identical[41](index=41&type=chunk) [Contingencies](index=14&type=section&id=Contingencies) Management believes various claims and routine litigation will not materially adversely affect the company's financial position or results - Company is involved in various claims and routine litigation matters[42](index=42&type=chunk) - Management believes these matters will not have a material adverse effect on the Company's financial position, results of operations, or cash flows[42](index=42&type=chunk) [Leases](index=14&type=section&id=Leases) The company leases office and warehouse space, with an operating lease extended to October 2025 and another expired June 30, 2025 - Operating lease for Baltimore County office/warehouse extended to October 2025, with monthly rent approximating **$15,000**[44](index=44&type=chunk) - Naperville, Illinois office lease expired and was not renewed on June 30, 2025, with prior monthly rent of approximately **$4,900**[45](index=45&type=chunk) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Rent expense (including common area maintenance) | ~$43,000 | ~$39,000 | - As of March 31, 2025, the Company had lease liabilities of **$13,330** and a weighted-average remaining lease term of **one month**[47](index=47&type=chunk) [Recent Accounting Pronouncements Not Yet Adopted](index=15&type=section&id=Recent%20Accounting%20Pronouncements%20Not%20Yet%20Adopted) FASB issued ASU 2023-09, 'Improvements to Income Tax Disclosures,' effective after December 15, 2024, with impact under evaluation - FASB issued ASU 2023-09, 'Improvements to Income Tax Disclosures,' effective for annual periods beginning after December 15, 2024[48](index=48&type=chunk) - The Company is evaluating the effect of this ASU on its consolidated financial statements and footnote disclosures[48](index=48&type=chunk) [Subsequent Events](index=15&type=section&id=Subsequent%20Events) On August 13, 2025, the company agreed to sell convertible promissory notes up to **$2,750,000**, with conversion exceeding **19.99%** common stock subject to approval - On August 13, 2025, the Company entered into a Securities Purchase Agreement with SJC Lending LLC to sell convertible promissory notes up to **$2,750,000** for a purchase price of up to **$2.5 million**[49](index=49&type=chunk) - Conversion of Convertible Notes exceeding **19.99%** of common stock is subject to regulatory and Stockholder Approval[49](index=49&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=16&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial condition and operational results, discussing the asset sale's impact and key financial changes [Forward-Looking Statements](index=16&type=section&id=Forward-Looking%20Statements) This section contains forward-looking statements about future operations and financial condition, which are estimates involving risks and uncertainties - The report contains forward-looking statements about operations, performance, and financial condition, identifiable by words like 'may', 'will', 'believes', 'expects'[53](index=53&type=chunk) - These statements are estimates based on management's judgment and involve risks and uncertainties, and actual results may differ materially[53](index=53&type=chunk) [Overview (Business Context & Asset Sale)](index=16&type=section&id=Overview) Universal Safety Products, Inc. sold its smoke and carbon monoxide alarm business on May 22, 2025, and now explores new product lines, facing tariff uncertainties - The Company is in the business of marketing and distributing safety and security products[54](index=54&type=chunk) - On May 22, 2025, the Company completed the sale of its smoke and carbon monoxide alarm business and non-tangible assets to Feit Electric Company, Inc[55](index=55&type=chunk) - The Company imports all its products, primarily from China, and is subject to tariffs (some at **55%**), which create uncertainty regarding competitive pricing and sales[56](index=56&type=chunk) [Results of Operations (Three Months Ended June 30, 2025 and 2024)](index=16&type=section&id=Results%20of%20Operations) Q1 2025 financial performance was significantly impacted by the asset sale, leading to net income despite declining sales and gross profit [Sales](index=16&type=section&id=Sales) Net sales for Q1 2025 decreased by **$774,269** (**16.8%**) to **$3,824,247**, primarily due to the product line sale | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :------- | :------------------------------- | :------------------------------- | | Net sales | $3,824,247 | $4,598,516 | - Net sales decreased by **$774,269** (**16.8%**) YoY[57](index=57&type=chunk) - The decrease is attributed to the sale of a significant portion of the product line on May 22, 2025[57](index=57&type=chunk) [Gross Profit Margin](index=16&type=section&id=Gross%20Profit%20Margin) Gross profit margin decreased to **18.2%** in Q1 2025 from **23.7%** in Q1 2024, due to tariffs, product mix changes, and higher freight costs | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :---------------- | :------------------------------- | :------------------------------- | | Gross Profit Margin | 18.2% | 23.7% | - Gross margins were negatively impacted by tariffs, product mix changes due to the business sale, and higher ocean freight costs[59](index=59&type=chunk) [Expenses (Selling, General and Administrative)](index=18&type=section&id=Expenses) Selling, general and administrative expenses decreased to **$1,113,303** in Q1 2025, from **$1,397,421**, and as a percentage of net sales, decreased from **30.4%** to **29.1%** | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Selling, general and administrative expenses | $1,113,303 | $1,397,421 | | As a percentage of net sales | 29.1% | 30.4% | [Engineering and Product Development](index=18&type=section&id=Engineering%20and%20Product%20Development) Engineering and product development expenses increased slightly to **$112,007** for Q1 2025, compared to **$87,601** in the prior year | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Engineering and product development expenses | $112,007 | $87,601 | [Interest Expense](index=18&type=section&id=Interest%20Expense) The company reported **$3,827** interest income for Q1 2025, a positive shift from **$44,888** interest expense in Q1 2024 | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :------------------- | :------------------------------- | :------------------------------- | | Interest income (expense) | $3,827 | $(44,888) | - Interest expense is dependent on total amounts borrowed from the Factor and interest rates[62](index=62&type=chunk) [Gain on Sale of Assets](index=18&type=section&id=Gain%20on%20Sale%20of%20Assets) The company recognized a gain of **$2,820,668** from the asset sale, with a **$4,955,000** purchase price reduced by basis and costs | Metric | Amount | | :-------------------------------- | :------------- | | Gain on sale of assets | $2,820,668 | | Purchase price | ~$4,955,000 | | Basis of assets held for sale | ~$1,682,000 | | Customary costs associated with sale | ~$834,000 | [Provision for Income Taxes](index=18&type=section&id=Provision%20for%20Income%20Taxes) Current and deferred income tax provisions of **$122,000** and **$361,000** were recorded in Q1 2025, reflecting tax liability from the asset sale gain | Metric | Three Months Ended June 30, 2025 | | :-------------------- | :------------------------------- | | Current income tax provision | $122,000 | | Deferred income tax provision | $361,000 | | Total Provision | $483,000 | - The provisions were primarily due to the expected tax liability associated with net earnings from the gain on asset sale[64](index=64&type=chunk) [Net Income (Loss)](index=18&type=section&id=Net%20Income%20(Loss)) The company reported **$1,810,321** net income for Q1 2025, a significant increase from a **$442,206** net loss in Q1 2024, driven by an asset sale gain | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :---------------- | :------------------------------- | :------------------------------- | | Net Income (Loss) | $1,810,321 | $(442,206) | - The increase in net income of **$2,252,527** was primarily due to the **$2,820,668** gain on the sale of a portion of the business[65](index=65&type=chunk) [Cash Flow from Operating Activities](index=18&type=section&id=Cash%20Flow%20from%20Operating%20Activities) Operating activities provided **$2,752,110** cash in Q1 2025, a significant improvement from using **$1,198,108** in Q1 2024 | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Net Cash Provided by (Used in) Operating Activities | $2,752,110 | $(1,198,108) | - Key drivers for Q1 2025 cash provided: decrease in accounts receivable and amount due from factor (**$1,579,321**), decrease in inventories and prepaid expenses (**$3,768,052**), and net income (**$1,810,321**)[66](index=66&type=chunk) - Key drivers for Q1 2024 cash used: increase in inventories, prepaid expenses (**$260,271**), decrease in accounts payable and accrued liabilities (**$852,240**), and net loss (**$442,206**)[67](index=67&type=chunk) [Cash Flow from Investing Activities](index=18&type=section&id=Cash%20Flow%20from%20Investing%20Activities) Investing activities provided **$2,820,668** cash in Q1 2025, primarily from asset sale proceeds | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Net Cash Provided by Investing Activities | $2,820,668 | — | - Cash provided by investing activities in Q1 2025 was from the sale of assets, net of related liabilities[68](index=68&type=chunk) [Cash Flow from Financing Activities](index=18&type=section&id=Cash%20Flow%20from%20Financing%20Activities) Financing activities used **$2,100,458** cash in Q1 2025 due to line of credit repayments, contrasting with **$1,454,566** provided in Q1 2024 | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | | Net Cash (Used in) Provided by Financing Activities | $(2,100,458) | $1,454,566 | - Q1 2025 cash used was comprised of net repayment of the line of credit - Factor[68](index=68&type=chunk) - Q1 2024 cash provided was comprised of borrowings net of advances from the factor[68](index=68&type=chunk) [Liquidity and Capital Resources](index=18&type=section&id=Liquidity%20and%20Capital%20Resources) The company believes current cash, factoring funds, and operating cash will meet requirements for the next twelve months, with no material changes - The Company believes its cash, factoring agreement funds, and operating cash will satisfy cash requirements for the next twelve months and beyond[69](index=69&type=chunk) - Contractual cash requirements have not materially changed since the Form 10-K filing for the fiscal year ended March 31, 2025[69](index=69&type=chunk) [Critical Accounting Policies](index=19&type=section&id=Critical%20Accounting%20Policies) No material changes occurred to critical accounting policies since the Form 10-K filing, and financial statements conform to US GAAP - No material changes to critical accounting policies since the filing of the Form 10-K[70](index=70&type=chunk) - Unaudited condensed consolidated financial statements conform to US GAAP[70](index=70&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=19&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were ineffective as of June 30, 2025, due to un-remediated material weaknesses, with no material changes in internal control [Evaluation of Disclosure Controls and Procedures](index=19&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Disclosure controls and procedures were ineffective as of June 30, 2025, due to un-remediated material weaknesses, with remediation plans underway - Disclosure controls and procedures were not effective as of June 30, 2025, due to un-remediated material weaknesses[71](index=71&type=chunk) - Material weaknesses include lack of segregation of duties due to limited accounting staff, deficiencies in management review controls over financial statement classification and disclosure, and inadequate documentation for general ledger entries[72](index=72&type=chunk)[73](index=73&type=chunk)[75](index=75&type=chunk) - Remediation plans include adding accounting personnel, changing reporting for proper classification and disclosures, engaging an independent expert for tax provisions, and implementing procedures to improve review and documentation of general ledger entries[72](index=72&type=chunk)[73](index=73&type=chunk)[74](index=74&type=chunk)[75](index=75&type=chunk) [Changes in Internal Control over Financial Reporting](index=19&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025 - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[76](index=76&type=chunk) PART II - OTHER INFORMATION This section covers legal proceedings, other information, and exhibits filed with the Form 10-Q [ITEM 1. LEGAL PROCEEDINGS](index=20&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various lawsuits and legal matters, which management believes will not materially adversely affect its financial statements - The Company is involved in various lawsuits and legal matters from time to time[78](index=78&type=chunk) - Management believes these matters will not have a material adverse effect on the Company's financial statements[78](index=78&type=chunk) [ITEM 5. OTHER INFORMATION](index=20&type=section&id=Item%205.%20Other%20Information) No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by directors and officers during Q1 2025 - No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted, modified, or terminated by directors and officers during Q1 2025[79](index=79&type=chunk) [ITEM 6. EXHIBITS](index=20&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including organizational documents, CEO/CFO certifications, a press release, and XBRL data files - Exhibits include Articles of Incorporation, Bylaws, CEO/CFO Certifications (Rule 13a-14(a)/15d-14(a) and Section 1350), a Press Release dated August 19, 2025, and Interactive Data Files (XBRL)[81](index=81&type=chunk) SIGNATURES The report is signed by Harvey B. Grossblatt, President and CEO, and James B. Huff, VP and CFO, on August 19, 2025 - The report was signed by Harvey B. Grossblatt, President, Chief Executive Officer, and James B. Huff, Vice President, Chief Financial Officer, on August 19, 2025[85](index=85&type=chunk)

Financial Performance - The company reported sales of $3,824,247 for the quarter ending June 30, 2025, a decrease from $4,598,516 in the same period last year, representing a decline of approximately 16.8% [2][5] - Net income for the quarter was $1,810,321, or $0.78 per basic and diluted share, compared to a net loss of $(442,206), or $(0.19) per basic and diluted share, for the same period last year [2][5] - The results included a gain of $2,820,668 from the sale of the smoke and carbon monoxide alarm segment [2] Operational Insights - The decrease in sales was attributed to the sale of the smoke alarm segment in May 2025 and the impact of increased import tariffs on all products [3] - The company plans to continue operations in the wiring device and bath fan segments and is seeking other opportunities to enhance shareholder value [3] Balance Sheet Overview - As of June 30, 2025, total current assets were $7,580,226, down from $8,515,532 a year earlier [7][8] - Cash increased significantly to $3,820,394 from $321,539 in the previous year [7] - Total liabilities decreased to $606,194 from $4,144,636, indicating improved financial stability [8]