ILXP 10-K & 10-Q changes, risk factors and insider trading

PART I

Item 1. Business.

As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “Company,” “we,” “our” or “us” refer to International Luxury Products Inc. f/k/a Dermalay Industries, Inc., unless the context otherwise indicates.

Forward-Looking Statements

Certain statements contained in this report, including statements regarding our business, financial condition, our intent, belief or current expectations, primarily with respect to the future operating performance of the Company and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as “may,” “will,” “should,” “expects,” “anticipates,” “contemplates,” “estimates,” “believes,” “plans,” “projected,” “predicts,” “potential,” or “continue” or the negative of these similar terms. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law.

Overview

International Luxury Products, Inc. f/k/a Dermalay Industries, Inc (“the Company”) was incorporated on August 22, 1995, as a Nevada corporation under the name H. Herbig Land & Livestock Incorporated. From the date of incorporation to December 2, 1997, the Company had no significant operating activities. On December 2, 1997, the Company entered a purchase agreement with Mr. William E. Edwards to purchase the name Dermalay Industries, Inc., and inventory owned by Mr. Edwards in exchange for 2,550,000 shares of common stock. The Company is deemed to have entered the development stage effective December 2, 1997.

Since December 2, 1997, the Company has developed a business plan which included raising capital to produce and build market awareness for the Company's products which was intended to consist of skincare products and sports creams produced from "Emu Oil". The Company has not had any significant operations to date and is therefore considered to be in the development stage.

The Company ceased operations in 2000.

On March 07, 2005, a certificate of notice of termination of registration under section 12(g) of the Securities Exchange Act of 1934, Form 15- 12G was filed on behalf of the Company.

On July 11, 2019, Custodian Ventures LLC, applied for appointment as Custodian of International Luxury Products, Inc with the Eighth Judicial District Court of Nevada. On August 22, 2019, the Eighth Judicial District Court of Nevada appointed Custodian Ventures, LLC as the custodian for International Luxury Products, Inc., proper notice having been given to the officers and directors of International Luxury Products, Inc. There was no opposition.

On August 29, 2019, the Company filed a certificate of revival with the state of Nevada, appointing David Lazar as, President, Secretary, Treasurer, and Director.

On October 11, 2019, the Company issued 51,000,000 shares of common stock to Custodian Ventures, LLC at par for shares valued at $51,000 in exchange for the settlement of a portion of a related party loan for amounts advanced to the Company in the amount of $17,250, and the promissory note issued to the Company in the same amount.

The Company intended to introduce a line of high-quality health, hair, and skincare products made with pure Emu oil. Emu oil comes from the rendered fat of the Emu, which is filtered and treated to remove all proteins, bacterial, and particulate matter. After this treatment, the oil is odorless and either a clear liquid or a cloudy cream depending on the ambient temperature.

The Emu is a large flightless bird native to Australia. For over 200 years Emu oil has been used by the indigenous people of Australia, and subsequently, the white settlers, for a variety of skin conditions such as treatment for chronic dry skin, relieve muscle and joint soreness, retard the wrinkling process, and aid in the healing of eczema and psoriasis.

It has been frequently tested by the government and private laboratories and found to contain many fatty acids that give it its unique qualities. It contains no steroids or hormones and, when suitably treated, no bacteria.

Dr. George Hobday conducted the first recorded Emu oil trials in Australia. His clinical experiences observed that its two major actions were anti-inflammatory and its ability to penetrate the skin. He also concluded that it appeared to provided protection. He identified the following applications where Emu oil was effective: Eczema; keloid; burns; joint pain, growing pains; bruising; muscle pain, and wounds. Ongoing studies at Harner Burn Center in Lubbock, Texas find the healing process is accelerated.

The beneficial attributes of Emu oil are also being welcomed in sports medicine. It can be found in the training rooms of professional sports teams and fitness centers across America. An estimated 80% of NBA teams have used Emu oil for reducing pain and swelling from injuries, as well as to decrease time lost to injury. Otho David, Head Trainer for the Philadelphia Eagles and five-time "Professional Trainer of the Year," started using Emu oil in the training room and refers to it as "magic oil."

Emu oil is recognized by the Australian Therapeutic Goods Administration (their equivalent to U.S. Food & Drug Administration) and currently holds a U.S. Patent #5431924 on the anti-inflammatory composition derived from the oil. Formal recognition of Emu oil in the U.S. by the FDA is forthcoming, but since the oil is a natural substance, recognition is not a prerequisite to the production and sale of Emu oil products in the U.S.

The Company previously offers three products:

Dermalay Pure Emu Oil with Fresh Scent was the first product developed by the Company and was introduced in 1995. It penetrates the skin barrier (stratum corneum) nearly 2.5 times faster than mineral oil-based products to deliver younger-looking skin and healthier hair growth. It can be used as a daily moisturizer on the face and body for wrinkles, blemishes, rashes, stretch marks, hair bumps, and minor wounds. It can also be used as a hair moisturizer for healthier hair growth or thinning and balding.

Dermalay Moisturizing Lotion is used to treat chronic dry skin and provide soothing relief for specific skin problems like Eczema, Psoriasis, and minor burns by combining Dermalay Pure Emu Oil, a highly effective transdermal carrier, with traditional aloe vera and other natural ingredients. This non-greasy formula helps achieve a younger, healthier appearance by accelerating the production of new skin cells and delivering the healing effects of Emu oil and aloe vera past the skin barrier where it is needed most.

PowerHeat Analgesic Joint/Muscle Relief is a highly effective transdermal carrier and anti-inflammatory agent, delivering concentrated capsicum (cayenne) and eucalyptus oil past the skin barrier deep into sore muscles and joints to relieve pain and stiffness. This highly penetrating analgesic formula is non-greasy and has a pleasant smell which becomes barely noticeable in minutes. It is recommended as a warm-up before work-outs or for pain and stiffness in muscles and joints associated with arthritis, sports injuries, over-exertion, accidents, and stress.

Company is a Blank Check Company

At present, the Company is a development stage company with no revenues, no assets, and no specific business plan or purpose. The Company’s business plan is to seek new business opportunities or to engage in a merger or acquisition with an unidentified company. As a result, the Company is a “blank check company” and, as a result, any offerings of the Company’s securities under the Securities Act of 1933, as amended (the “Securities Act”) must comply with Rule 419 promulgated by the Securities and Exchange Commission (the “SEC”) under the Act. The Company’s Common Stock is a “penny stock,” as defined in Rule 3a51-1 promulgated by the SEC under the Securities Exchange Act. The Penny Stock rules require a broker-dealer, prior to a transaction in penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about Penny Stocks and the nature and level of risks in the penny stock market.

The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each Penny Stock held in the customer’s account. In addition, the Penny Stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the Penny Stock is suitable for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the Penny Stock rules. So long as the common stock of the Company is subject to the Penny Stock rules, it may be more difficult to sell the Company’s common stock.

We are a “Shell Company,” as defined in Rule 405 promulgated by the SEC under the Securities Act. A Shell Company is one that has no or nominal operations and either: (i) no or nominal assets; or (ii) assets consisting primarily of cash or cash equivalents. As a Shell Company, we are restricted in our use of Registrations on Form S-8 under the Securities Act; the lack of availability of the use of Rule 144 by security holders; and the lack of liquidity in our stock.

Form S-8

Shell companies are prohibited from using Form S-8 to register securities under the Securities Act. If a company ceases to be a Shell Company, it may use Form S-8 sixty calendar days, provided it has filed all reports and other materials required to be filed under the Exchange Act during the preceding 12 months (or for such shorter period that it has been required to file such reports and materials after the company files “Form 10 information,” which is information that a company would be required to file in a registration statement on Form 10 if it were registering a class of securities under Section 12 of the Exchange Act. This information would normally be reported on a current report on Form 8-K reporting the completion of a transaction that caused the company to cease being a Shell Company.

Unavailability of Rule 144 for Resale

Rule 144(i) “Unavailability to Securities of Issuers With No or Nominal Operations and No or Nominal Non-Cash Assets” provides that Rule 144 is not available for the resale of securities initially issued by an issuer that is a Shell Company. We have identified our company as a Shell Company and, therefore, the holders of our securities may not rely on Rule 144 to have the restriction removed from their securities without registration or until the Company is no longer identified as a Shell Company and has filed all requisite periodic reports under the Exchange Act for the period of twelve (12) months.

As a result of our classification as a Shell Company, our investors are not allowed to rely on the “safe harbor” provisions of Rule 144, promulgated pursuant to the Securities Act, so as not to be considered underwriters in connection with the sale of our securities until one year from the date that we cease to be a Shell Company. This will likely make it more difficult for us to attract additional capital through subsequent unregistered offerings because purchasers of securities in such unregistered offerings will not be able to resell their securities in reliance on Rule 144, a safe harbor on which holders of restricted securities usually rely to resell securities.

Very Limited Liquidity of our Common Stock

Our common stock occasionally trades on the OTC Pink Sheet Market, as there is no active market maker in our common stock. As a result, there is only limited liquidity in our common stock.

We will be deemed a blank check company under Rule 419 of the Securities Act

The provisions of Rule 419 apply to registration statements filed under the Securities Act by a blank check company, such as the Company. Rule 419 requires that a blank check company filing a registration statement deposit the securities being offered and proceeds of the offering into an escrow or trust account pending the execution of an agreement for an acquisition or merger. While we are not currently registering shares for an offering, we may do so in the future.

In addition, an issuer is required to file a post-effective amendment to a registration statement upon the execution of an agreement for an acquisition or merger. The rule provides procedures for the release of the offering funds, if any, in conjunction with the post-effective acquisition or merger. The obligations to file post-effective amendments are in addition to the obligations to file Forms 8-K to report for both the entry into a material definitive (non-ordinary course of business) agreement and the completion of the transaction. Rule 419 applies to both primary and resale or secondary offerings.

Within five (5) days of filing a post-effective amendment setting forth the proposed terms of an acquisition, the Company must notify each investor whose shares are in escrow, if any. Each such investor then has no fewer than 20 and no greater than 45 business days to notify the Company in writing if they elect to remain an investor. A failure to reply indicates that the person has elected to not remain an investor. As all investors are allotted this second opportunity to determine to remain an investor, acquisition agreements should be conditioned upon enough funds remaining in escrow to close the transaction.

Effecting a business combination

Prospective investors in the Company’s common stock will not have an opportunity to evaluate the specific merits or risks of any of the one or more business combinations that we may undertake A business combination may involve the acquisition of, or a merger with, a company which needs to raise substantial additional capital by means of being a publicly trading company, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various Federal and State securities laws. A business combination may involve a company which may be financially unstable or in its early stages of development or growth.

The Company has not identified a target business or target industry

The Company’s effort in identifying a prospective target business will not be limited to a particular industry and the Company may ultimately acquire a business in any industry Management deems appropriate. To date, the Company has not selected any target business on which to concentrate our search for a business combination. While the Company intends to focus on target businesses in the United States, it is not limited to U.S. entities and may consummate a business combination with a target business outside of the United States. Accordingly, there is no basis for investors in the Company’s common stock to evaluate the possible merits or risks of the target business or the particular industry in which we may ultimately operate. To the extent we effect a business combination with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent in the business and operations of financially unstable and early-stage or potential emerging growth companies. In addition, to the extent that we effect a business combination with an entity in an industry characterized by a high level of risk, we may be affected by the currently unascertainable risks of that industry. An extremely high level of risk frequently characterizes many industries that experience rapid growth. In addition, although the Company’s Management will endeavor to evaluate the risks inherent in a particular industry or target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

Sources of target businesses

Our Management anticipates that target business candidates will be brought to our attention from various unaffiliated sources, including securities broker-dealers, investment bankers, venture capitalists, bankers, and other members of the financial community, who may present solicited or unsolicited proposals. Our Management may also bring to our attention target business candidates. While we do not presently anticipate engaging the services of professional firms that specialize in business acquisitions on any formal basis, we may engage these firms in the future, in which event we may pay a finder’s fee or other compensation in connection with a business combination. In no event, however, will we pay Management any finder’s fee or other compensation for services rendered to us prior to or in connection with the consummation of a business combination.

Probable lack of business diversification

While we may seek to effect business combinations with more than one target business, it is more probable that we will only have the ability to effect a single business combination, if at all. Accordingly, the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike other entities which may have the resources to complete several business combinations with entities operating in multiple industries or multiple areas of a single industry, it is probable that we will lack the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:

Limited ability to evaluate the target business’ Management

We cannot assure you that our assessment of the target business’ Management will prove to be correct. In addition, we cannot assure you that the future Management will have the necessary skills, qualifications or abilities to man age a public company intending to embark on a program of business development. Furthermore, the future role of our director, if any, in the target business cannot presently be stated with any certainty.

While it is possible that our director will remain associated in some capacity with us following a business combination, it is unlikely that he will devote his full efforts to our affairs subsequent to a business combination. Moreover, we cannot assure you that our director will have significant experience or knowledge relating to the operations of the particular target business.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent Management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent Management.

Competition

There is significant competition in the Emu oil industry. Many of the Company’s competitors are better capitalized and have more experience in the business. This presents business risks to the Company.

This competition includes Emuvera, New World Technologies, The Emu Man, and Rhemu. All of these companies charge competitive prices. Pure oil ranges between $10 and $12 per ounce, while lotion tends to sell for about $17 for six ounces. However, the quality of these products varies as these companies sometimes include inferior oil or less than the optimum amount of oil in their products. The Company uses only the best oil in quantities which delivers the optimum results for the consumer.

The major competitors' objectives and strategies are to develop a market for their products on a national scale. While none has yet done so, it could happen soon. Competitive threats today come from other companies with more capital to invest in national advertising campaigns, not from any with a product better than the Company's.

Limited depth of management:

The Company has a quality management team. However, that team is limited in number. If one or more of the immediate management team was incapacitated, this could have a negative effect on the Company.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed under the heading “Risk Factors” in our Registration Statement on Form 10, as amended.

Overview

Results of Operations

Operating expenses increased to $30,835 for the three months ended March 31, 2026, from $10,594 for the same period ended March 31, 2025.

Our operating expenses for all periods consisted mainly of professional fees and selling, general and administrative expenses. The increase in operating expenses was primarily a result of an increase in accounting fees during the three months ended March 31, 2026.

We had other expenses of $2,853 for the three months ended March 31, 2026, as compared with other expenses of $2,384 for the three months ended March 31, 2025.

The accompanying financial statements have been prepared in US dollars and in accordance with accounting principles generally accepted in the United States (“GAAP”) on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. During the three months ended March 31, 2026, the Company incurred a net loss of $33,688, and a accumulated deficit of $5,488,880. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

We are entirely dependent on our ability to attract and receive funding from either the sale of securities or outside sources such as private investment or a strategic partner. We currently have no firm agreements or arrangements with respect to any such financing and there can be no assurance that any needed funds will be available to us on acceptable terms or at all. The inability to obtain sufficient funding of our operations in the future will restrict our ability to grow and reduce our ability to continue to conduct business operations. Our failure to raise additional funds will adversely affect our business, and may require us to suspend our operations, which in turn may result in a loss to the purchasers of our common stock. If we are unable to obtain necessary financing, we will likely be required to curtail our development plans. Any additional equity financing may involve substantial dilution to our then existing stockholders.

We used no cash in investing activities for the three months ended March 31, 2026 and 2025.

The features of the debt instruments and payables concerning our financing activities are detailed in the footnotes to our financial statements.

Off Balance Sheet Arrangements

As of March 31, 2026, there were no off-balance sheet arrangements.