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

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We did not generate sufficient revenue to generate net income, we have negative working capital, and we have a limited operating history. These factors, among others, may indicate that there is substantial doubt that we will be able to continue as a going concern for a reasonable period of time. Our financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to attain profitability. We intend to seek additional funding, if and to the extent required, through additional stockholder loans and debt or equity offerings. We also intend to increase our sales through the addition of our proposed Slow-Sinker product if and when its design is finalized and manufacturing has commenced. There is no assurance that we will be successful in raising additional funds or that the Slow-Sinker product will be successfully redesigned or result in an increase in sales.

From our inception in 2014 through the present, our revenues have resulted solely from sales of our proprietary Reel Guard product and our costscost of sales have also related solely to that product. Our Reel Guard product is offered for sale on our website and on eBay and sales vary from quarter to quarter based on the number of customers that become aware of the product and decide to make a purchase. Total sales for the year ended September 30, 2024,2025, were $163,$306, compared to $546$163 for the year ended September 30, 2023,2024, aan decreaseincrease of $383,$143, or approximately 70%.88%. We are not aware of any particular reason for the declineincrease in sales of the Reel Guard product in 2024.2025.

Our general and administrative expenses were $39,266$42,699 for 2024,2025, as compared to general and administrative expenses of $43,118$39,266 for 2023,2024, aan decreaseincrease of $3,852$3,433 or approximately 9%. General and administrative expenses for 20242025 and 20232024 consisted primarily of legal, accounting, and Edgar filing expenses,expenses. General and administrative expenses for 2025 also included $1,666 for patent maintenance fees and related legal expenses related to our Reel Guard patent. The increase in general and administrative expenses forin 20232025 alsois includedprimarily theattributable write-down of the Company’sto patent formaintenance theexpenses, Reelan Guard productincrease in theprofessional amountfees offrom $4,183,additional whichservices was primarily responsible for the difference between 2023obtained, and 2024.overall inflation.

Depreciation and amortization expenses currently are not material to our business. During 2024, the Companywe acquired molding equipment for itsour proposed Slow-Sinker product in the amount of $4,278$9,578. andWe incurred patent expenses of $2,300 and $2,255 in connection with such product.product during 2025 and 2024, respectively. Depreciation expense was $611 for 2025 and $153 for 2024 and $0 for 2023.2024. Amortization expense was $214 for 2025 and $63 for 2024 and $408 for 2023,2024, resulting from the amortization of our patents over their estimated legal lives. As of September 30, 2023, the Company wrote off the remaining net balance on the patent for the Reel Guard product after it was determined an impairment existed in accordance with ASC 360.

In 2025, we had cash flows from investing activities of $2,300, consisting of the purchase of a patent in connection with the patent application for our proposed Slow Sinker product. In 2024, we had cash flows from investing activities of $6,533, consisting of $4,278 for the purchase of property, plant and equipment for the test molds for our new Slow Sinker product and $2,255 for the purchase of a patent in connection with the patent application for such product. In 2023, we had no cash flows used in or provided by investing activities.

On January 4, 2021, we entered into a revolving promissory note agreement with our president and principal stockholder that,and ason October 1, 2024, we amended throughand Septemberrestated 30,the 2024,revolving providespromissory note agreement and the prior amendments to the agreement. The amended and restated agreement provided for total loans of up to $127,500$170,000 at an interest rate of 3.5% per annum,annum whichand was repayable on or before December 31, 2024.2025. We received proceeds under the revolving promissory note of $43,100$39,802, and recorded interest expense of $5,202, during the year ended September 30, 2024,2025, resulting in principal balances of $126,621$166,423 and $83,521,$126,621, with accrued interest of $8,237$13,439 and $4,444,$8,237, at September 30, 20242025 and 2023,2024, respectively. Effective October 1,3, 2024, we again amended2025, the revolving promissory note agreement was further amended and restated to increase the maximum principal indebtedness to $170,000$200,600 and extend the maturity date to December 31, 2025.2026.

DuringOn December 1, 2021, we entered into a revolving promissory note agreement with another principal stockholder that,and ason October 1, 2024, we amended throughand Septemberrestated 30,the 2024,revolving providespromissory note agreement and the prior amendments to the agreement. The amended and restated agreement provided for loans of up to $22,500$30,000 at an interest rate of 3.5% per annum,annum whichand was repayable on or before December 31, 2024.2025. We received proceeds under the second revolving promissory note of $7,508$5,522, and recorded interest expense of $906, during the year ended September 30, 2024,2025, resulting in principal balances of $22,347$27,869 and $14,839,$22,437, with accrued interest of $1,222$2,128 and $568,$1,222, at September 30, 20242025 and 2023,2024, respectively. Effective October 1,3, 2024, we again amended2025, the revolving promissory note agreement was further amended and restated to increase the maximum principal indebtedness to $30,000$35,400 and extend the maturity date to December 31, 2025.2026.

Patents consist of the cost of obtaining thea patent for theour Reel Guard product and making applicationapplying for a patent onfor our proposed Slow-Sinker product. Our patents are amortized over their legal lives (typically 15 to 17 years) and analyzed periodically for impairment in accordance with ASC 360, Impairment and Disposal of Long-Lived Assets. Costs to renew or extend the term of a patent are expensed as incurred. During the year ended September 30, 2024, the Company incurred costs of $2,255 related to the patent application for its proposed new Slow-Sinker product. The Company reviewed the patent for impairment and determined that no impairment loss has been incurred for the year ended September 30, 2024. The cost is being amortized over 15 years, which is the estimated legal life of the patent. As of September 30, 2023, the Company wrote off the remaining net balance on the Reel Guard patent after it was determined an impairment existed in accordance with ASC 360.

When the Company sells its outdoor products, it recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The Company considers revenue earned when all the following criteria are met: (i) the contract with the customer has been identified, (ii) the performance obligations have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to the performance obligations, and (v) the performance obligations have been satisfied. The Company’s single performance obligation is to deliver its product to customers. Generally, customers will purchase products online for a fixed price, at which time they will remit payment at the time of order placement. The Company does not accept returns or provide refunds or warranties for their products. The Company earned $163$306 and $546$163 in revenue during the years ended September 30, 20242025 and 2023,2024, respectivelyrespectively. andThe Company had no accounts receivable or deferred revenue balances as of September 30, 2025, 2024, 2023, or 2022.2023.

The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.

Results of Operations for the Three and SixNine Monthsmonths Ended MarchJune 31,30, 2026 and 2025

From our inception in 2014 through the present, our revenue has resulted solely from sales of our proprietary Reel Guard product, and our cost of sales also relate solely to that product. Our Reel Guard product is offered for sale on our website and on eBay and sales vary from quarter to quarter based on the number of customers that become aware of the product and decide to make a purchase. Total revenue for the three months ended MarchJune 31,30, 2026, was $0,$52, compared to $26$137 for the three months ended MarchJune 31,30, 2025, a decrease $26,$85, or 100%.62%. Total revenue for the sixnine months ended MarchJune 31,30, 2026, was $65,$117, compared to $52$189 for the sixnine months ended MarchJune 31,30, 2025, ana increasedecrease of $13,$72, or approximately 25%.38.1%. We are not aware of any specific reason for the fluctuations in sales.

Cost of sales for the three months ended MarchJune 31,30, 2026 was $0,$5, compared to $2$12 for the three months ended MarchJune 31,30, 2025, a decrease of $2,$7, or 100%.58.3%. Cost of sales for the sixnine months ended MarchJune 31,30, 2026 was $6,$11, compared to $4$17 for the sixnine months ended MarchJune 31,30, 2025, ana increasedecrease of $2,$6, or approximately 50%.35.3%. Cost of sales as a percentage of revenue was approximately 0%9.6% and 7.7%,8.8%, respectively, for the three-month periods ended MarchJune 31,30, 2026 and 2025, and was approximately 9.2%9.4% and 7.7%,9.0%, respectively, for the six-monthnine-month periods ended MarchJune 31,30, 2026 and 2025. Our cost of sales varied as a result of the number of units that were sold during the periods presented.

General and administrative expenses were $9,699$6,876 for the three months ended MarchJune 31,30, 2026, compared to $8,405$10,314 for the three months ended MarchJune 31,30, 2025, ana increasedecrease of $1,294$3,438 or approximately 15.4%.33.3%. General and administrative expenses were $28,224$35,100 for the sixnine months ended MarchJune 31,30, 2026, compared to $29,382$39,695 for the sixnine months ended MarchJune 31,30, 2025, a decrease of $1,158$4,595 or approximately 3.9%.11.6%. General and administrative expenses consist primarily of legal, accounting, and Edgar filing expenses, and varied slightly during the periods presented due to the amount and timing of services provided and general cost of living increases over time.provided.

Depreciation and amortization expenses currently are not material to our business. Depreciation and amortization expense was $458$720 for the sixnine months ended MarchJune 31,30, 2026 as compared to $380$595 for the sixnine months ended MarchJune 31,30, 2025.

Research and development expenses are not currently material to our business. We did not incur research and development expenses in the sixnine months ended MarchJune 31,30, 2026 or 2025.

As of MarchJune 31,30, 2026, we had total current assets of $10,515,$7,998, including cash of $790,$1,291, and current liabilities of $240,187,$248,258, resulting in a working capital deficit of $229,672.$240,260. Our current liabilities include accounts payable of $2,150,$250, and a principal outstanding balance of $218,792$226,792 and $19,245$21,216 in accrued interest under the short-term related party revolving loan agreements with our president and another principal stockholder that are due on or before DecemberJune 31,30, 2026.2027. As of MarchJune 31,30, 2026, we had an accumulated deficit of $326,855$335,655 and a total stockholders’ deficit of $222,338.$231,138. We have financed our operations to date from sales of our Reel Guard product, proceeds from our 2014 private placement, and proceeds from the short-term related party revolving loan agreements.

For the sixnine months ended MarchJune 31,30, 2026, net cash used by operating activities was $29,831$35,280 as a result of a net loss of $31,843$40,643 and an increase in prepaid expenseexpenses of $4,280,$1,267, offset by depreciation and amortization of $458,$720, a decrease in inventory of $6,$11, an increase in accounts payable of $2,150,$250, and an increase in accrued interest – related party of $3,678.$5,649. By comparison, for the sixnine months ended MarchJune 31,30, 2025, net cash used by operating activities was $22,275$31,033 as a result of a net loss of $32,239,$43,996, offset by depreciation and amortization of $380,$595, a decrease in prepaid expense of $735,$3,358, a decrease in inventory of $4,$17, an increase in accounts payable of $5,940,$4,520, and an increase in accrued interest – related party of $2,905.$4,473.

For the sixnine months ended MarchJune 31,30, 2026, we had net cash providedused by financinginvesting activities ofwas $24,500$2,050 consisting of proceedspurchase fromof thea related party revolving loan agreements.patent. For the sixnine months ended MarchJune 31,30, 2025, we had net cash providedused by financinginvesting activities ofwas $27,274,$2,300, also consisting of proceedspurchase fromof thea related party revolving loan agreements.patent.

On January 4, 2021, we entered into a revolving promissory note agreement with our president and principal stockholder that, as amended, provides for total loans of up to $200,600$243,100 at an interest rate 3.5% per annum, which is repayable on or before DecemberJune 31,30, 2026.2027. We received proceeds under the revolving promissory note of $19,550$26,500 and recorded interest expense of $3,134$4,811 during the sixnine months ended MarchJune 31,30, 2026, resulting in principal balances of $185,973$192,923 and $166,423, with accrued interest of $16,573$18,250 and $13,439, at MarchJune 31,30, 2026 and September 30, 2025, respectively. Effective April 2, 2026, the revolving promissory note agreement was further amended and restated to increase the maximum principal indebtedness to $243,100 and extend the maturity date to June 30, 2027.

On December 1, 2021, we entered into a revolving promissory note agreement with another principal stockholder that, as amended, provides for loans of up to $35,400$42,900 at an interest rate of 3.5% per annum, which is repayable on or before DecemberJune 31,30, 2026.2027. We received proceeds under the second revolving promissory note of $4,950$6,000 and recorded interest expense of $544$838 during the sixnine months ended MarchJune 31,30, 2026, resulting in principal balances of $32,819$33,869 and $27,869, with accrued interest of $2,672$2,966 and $2,128, at MarchJune 31,30, 2026 and September 30, 2025, respectively. Effective April 2, 2026, the revolving promissory note agreement was further amended and restated to increase the maximum principal indebtedness to $42,900 and extend the maturity date to June 30, 2027.

We do not believe we have adequate funds to meet ouror obligations for the next twelve months from our current cash, the current revolving note agreements, and projected cash flow from operations. Cash flow from operations has not historically been sufficient to sustain our operations without the additional sources of capital described above. Our future working capital requirements will depend on many factors, including our revenues and the expansion of our product lines to include the new Slow-Sinker product, if and when the product is finalized. To the extent our cash, cash equivalents, and cash flows from operating activities and the revolving note agreements are insufficient to fund our future activities, we may need to raise additional funds through additional stockholder loans or private equity or debt financing. We also may need to raise additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies, or products. If additional funding is required, we may not be able to obtain additional stockholder loans or effect equity or debt financing on terms acceptable to us or at all.

As of MarchJune 31,30, 2026 and September 30, 2025, we did not have any lease obligations or requirements or other agreements requiring a significant commitment of cash.

As of MarchJune 31,30, 2026 and September 30, 2025, we did not have any off-balance sheet financing arrangements.