1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: We maintain a system of disclosure controls and procedures (as such item is defined in Rules 13a – 15(e) and 15d – 15(e) of the Exchange Act) that is designed to provide reasonable assurance that information, which is required to be disclosed by us in the reports that we file or submit under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and is accumulated and communicated to management in a timely manner.
−Removed: Our Chief Executive Officer and Chief Financial Officer have evaluated this system of disclosure controls and procedures in accordance with applicable Securities and Exchange Commission guidance as of the end of the period covered by this annual report and have concluded that disclosure controls and procedures were not effective.
+Added: As of March 31, 2026, we have carried out an evaluation, under the supervision of, and with the participation of, our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
+Added: We have established disclosure controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.
+Added: Based upon that evaluation, our principal executive officer and principal financial officer, with the assistance of other members of the Company’s management, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this annual report and has determined that our disclosure controls and procedures were not effective due to the material weaknesses as described herein.
Management’s Annual Report on Internal Control Over Financial Reporting
−Removed: Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
−Removed: Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with US GAAP.
−Removed: Internal control over financial reporting includes those policies and procedures that:
−Removed: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
−Removed: (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with US GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company;
−Removed: and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).
+Added: Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
+Added: A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
+Added: (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
+Added: and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
−Removed: Our Chief Financial Officer, with the participation of our Chief Executive Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 1992 framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of March 31, 2025, because of a material weaknesses in internal control over financial reporting as discussed below.
−Removed: Material weaknesses arose during the fiscal year ended March 31, 2025, related to the inherent risk associated with the lack of segregation of duties due to limited staffing in the accounting function.
−Removed: The Company plans to remediate the material weakness by adding additional personnel to the accounting function.
−Removed: Material weaknesses arose during the fiscal year ended March 31, 2024, in the management review controls over classification of and disclosure of amounts within the financial statements resulting in revisions of amounts previously published in the March 31, 2024 financial statements.
−Removed: The material weaknesses continue to exist during the fiscal year ended March 31, 2025.
−Removed: The Company plans to remediate the material weakness by clarification of the classification of amounts and inclusion of the required disclosures.
−Removed: Material weaknesses arose during the fiscal year ended March 31, 2024, that continued to exist in the fiscal year ended March 31, 2025, in the management review controls over the classification of and accounting for income taxes.
−Removed: The Company plans to remediate the material weakness by engaging an independent expert to review the Company’s current and deferred tax provisions.
−Removed: Material weaknesses arose during the fiscal year ended March 31, 2024, that continued to exist in the fiscal year ended March 31, 2025 in management’s review and control over documentation supporting entries posted to the Company’s general ledger.
−Removed: The Company plans to remediate the material weakness by implementing procedures to improve the review of, and documentation used to support, entries to the Company’s general ledger.
+Added: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
+Added: Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2026.
+Added: Our management has concluded that, as of March 31, 2026, our internal control over financial reporting was not effective.
+Added: A material weakness is a control deficiency or combination of control deficiencies that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.
+Added: Management has identified the following material weaknesses:
+Added: A material weakness arose with respect to a lack of segregation of duties relating to substantially all accounting functions including review controls and account reconciliation over significant transaction classes inclusive of the income tax provision, lack of documentation to support journal entries, lack of proper IT general controls, incomplete footnote disclosures, and resulting in material audit adjustments.
+Added: A material weakness arose in managements controls surrounding complex financial instruments which include the evaluation of the fair value of the convertible debentures and the related derivative component of convertible debentures, in conjunction with the August 13, 2025 and September 25, 2025 note transactions upon inception and at March 31, 2026, and the calculation of stock option expense which required a material adjustment during the review of Form 10-K for the year ended March 31, 2026.
+Added: Planned Remediation
+Added: Management continues to work to improve its controls related to our material weaknesses, specifically relating to the proper disclosures in item 3 above, which arose during the fiscal year ended March 31, 2024 and persist.
+Added: Management will continue to implement measures to remediate material weaknesses, such that these controls are designed, implemented, and operating effectively.
+Added: The remediation actions include:
+Added: (i) engaging an independent expert to calculate the impact of complex instruments presented in our financial statements;
+Added: (ii) adding additional personnel to the accounting function, which has not yet occurred;
+Added: (iii) changing to the proper reporting of the classification of amounts, and inclusion of the required disclosures;
+Added: (iv) engaging an independent expert to review our current and deferred tax provisions;
+Added: and (v) implementing procedures to improve the review of, and documentation used to support, entries to our general ledger.
+Added: We are currently working to improve and simplify our internal processes and implement enhanced controls, as discussed above, to address the material weaknesses in our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and procedures.
+Added: These material weaknesses will not be considered to be remediated until the applicable remediated controls are operating for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
+Added: Despite the existence of these material weaknesses, we believe that the consolidated financial statements included in the periods covered by this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with U.S.
+Added: generally accepted accounting principles.
Changes in Internal Control over Financial Reporting
−Removed: Except for the additional material weakness noted above there have been no other changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the fiscal quarter ended March 31, 2025.
+Added: There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
OTHER INFORMATION
Trading Plans
−Removed: During the three months ended March 31, 2025, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
+Added: During the fiscal year ended March 31, 2026, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
2 unchanged sentences
Directors and Executive Officers
+Added: The following table sets forth the positions and offices presently held by each of our current directors and executive officers and their ages:
+Added: Position and Offices
+Added: Director and/or
+Added: Held with the Company
+Added: Officer Since
+Added: Grossblatt (1)
+Added: President, Chief Executive Officer and Executive Chairman
+Added: Chief Financial Officer
+Added: Ault, III (1)
+Added: Executive Vice Chairman
+Added: Executive Officer.
The Company’s directors are divided into three classes and are elected for terms of three years each and until his successor is elected and qualifies.
−Removed: As of March 31, 2025, the Board consisted of four directors.
−Removed: The following table sets forth, for each director and executive officer of the Company, his name, age as of March 31, 2025, the year he first became a director and, if applicable, executive officer of the Company, the expiration of his current term, and whether such individual has been determined by the Board to be “independent” as defined in Section 802 (a) of the NYSE American Company Guide.
−Removed: There are no known arrangements or understandings between any of the following directors or officers and any other person pursuant to which such individual has been selected as a director or executive officer.
−Removed: Current Board
−Removed: Term to Expire
−Removed: Effective May 22, 2025, the Board appointed two additional directors (for a total of six directors) in accordance with the MOU by and between the Company and A&C.
−Removed: The following table sets forth, for such additional director, his name, age as of July 14, 2025, the year he first became a director, the expiration of his current term, and whether such individual has been determined by the Board to be “independent” as defined in Section 802(a) of the NYSE American Company Guide.
−Removed: Current Board
−Removed: Term to Expire
−Removed: Presented below is certain information concerning the Company’s directors and executive officers.
−Removed: Unless otherwise stated, all of these individuals have held the positions indicated for at least the past five years.
−Removed: Ault, III has served as a director of our company since May 2025.
−Removed: Since January 2021, Mr.
−Removed: Ault has served as the Executive Chairman of HDI.
+Added: Each of the directors named above will serve until the next annual meeting of our stockholders at which their class term ends or until his respective successor is elected and qualified.
+Added: Subject to the terms of applicable employment agreements, our executive officers serve at the discretion of our Board.
+Added: Director Name
+Added: Director Class
+Added: Current Term Expires
+Added: at Annual Meeting in
+Added: Grossblatt has served as a director of our company since 1996 and as our Chief Executive Officer since August 2004.
+Added: Grossblatt was Chief Financial Officer of our company from 1983 until August 2004, Secretary and Treasurer of our company from 1988 until August 2004 and Chief Operating Officer of our company from April 2003 through August 2004.
+Added: Huff has been our Chief Financial Officer since August 2004 and Secretary and Treasurer since October 2004.
+Added: Ault, III has served as a director of our company since May 2025 and as Executive Vice Chairman since September 2025.
+Added: Ault has served as the Executive Chairman of Hyperscale Data, Inc, an issuer listed on the NYSE American (“Hyperscale Data”) since January 2021.
Between December 2017 and January 2021, Mr.
−Removed: Ault was the Chief Executive Officer of Hyperscale Data, Inc., an issuer listed on the NYSE American (“HDI”) and between March 2017 and December 2017, Mr.
−Removed: Ault served as the Executive Chairman of HDI.
+Added: Ault was the Chief Executive Officer Hyperscale Data and between March 2017 and December 2017, Mr.
+Added: Ault served as the Executive Chairman of Hyperscale Data.
Ault has served as a director of Alzamend Neuro, Inc, an issuer listed on Nasdaq (“Alzamend”) since January 2024.
−Removed: Ault is Alzmaned’s founder and served as Chairman and a director from inception in 2016 until Alzmanend’s initial public offering in June 2021.
−Removed: Ault served as the Chairman of the Board of Ault Disruptive Technologies Corporation, an issuer previously listed on the NYSE American (“Ault Disruptive”) since its incorporation in February 2021 through March 2025.
+Added: Ault is Alzamend’s founder and served as Chairman of the Board and a director from inception in 2016 until its initial public offering in June 2021.
+Added: Ault has served as Chairman and Chief Executive Officer of Ault & Company, Inc.
+Added: (“Ault & Co.”) since December 2015, and as Chairman of Avalanche International Corp.
+Added: (“AVLP”) from September 2014 until its liquidation in March 2025.
Since January 2011, Mr.
−Removed: Ault served as the Chairman and Chief Executive Officer of RiskOn International, Inc., an issuer quoted on the OTCPK (“ROI”).
+Added: Ault has been the Vice President of Business Development for MCKEA Holdings, LLC, a family office.
+Added: Since January 2024, Mr.
+Added: Ault has served as the Chairman and Chief Executive Officer of RiskOn International, Inc., an issuer quoted on the OTCPK (“ROI”).
+Added: Ault served as the Chairman of the Board of Ault Disruptive Technologies Corporation, an issuer previously listed on the NYSE American (“Ault Disruptive”) since its incorporation in February 2021 until October 2024.
Between April 2023 and September 2024, Mr.
Ault served as the Executive Chairman of the board of directors of Algorhythm Holdings, Inc., an issuer listed on Nasdaq (“RIME”).
−Removed: Ault has served as Chairman and Chief Executive Officer of A&C since December 2015.
−Removed: Between September 2014 and March 2025, Mr.
−Removed: Ault served as the Chairman of Avalanche International Corp., a previously publicly traded company categorized as a “voluntary filer” (not required to file periodic reports) (“Avalanche”).
−Removed: Since January 2011, Mr.
−Removed: Ault has been the Vice President of Business Development for MCKEA Holdings, LLC, a family office.
Ault is a seasoned business professional and entrepreneur who has spent more than twenty-seven years identifying value in various financial markets including equities, fixed income, commodities, and real estate.
Throughout his career, Mr.
−Removed: Ault has consulted for a few publicly traded and privately held companies, providing each of them the benefit of his diversified experience, that range from development stage to seasoned businesses.
−Removed: Bormel, CPA has served as chief financial officer of Berman Enterprises LLC and related companies, a Maryland based owner, developer and manager of office and retail commercial properties since 1999.
−Removed: Bormel is also a former chief financial officer of the Company.
−Removed: Grossblatt was Chief Financial Officer of the Company from 1983 until August 2004, Secretary and Treasurer of the Company from 1988 until August 2004, Chief Operating Officer of the Company from April 2003 through August 2004, and Chief Executive Officer since August 2004.
+Added: Ault has consulted for publicly traded and privately held companies, providing each of them the benefit of his diversified experience, that range from development stage to seasoned businesses.
Nisser has served as a director of our company since May 2025.
Since May 2019, Mr.
−Removed: Nisser has served as the Executive Vice President and General Counsel of HDI and as one of its directors since September 2020;
−Removed: he became HDI’s President on January 12, 2021.
−Removed: Nisser has served as Alzamend’s Executive Vice President and General Counsel on a part-time basis since May 2019.
−Removed: Nisser was appointed as a director of Alzamend Since March 2023, Mr.
+Added: Nisser has served as the Executive Vice President and General Counsel of Hyperscale Data and as one of its directors since September 2020;
+Added: he became Hyperscale Data’s President on January 12, 2021.
+Added: Nisser has served as Executive Vice President and General Counsel of Alzamend on a part-time basis since May 2019.
+Added: Since March 2023, Mr.
Nisser has served as the President, General Counsel and director of ROI.
3 unchanged sentences
Nisser served as a director of RIME.
−Removed: Between May 2019 and March 2025, Mr.
−Removed: Nisser served as the Executive Vice President and General Counsel of Avalanche.
−Removed: Between December 15, 2021 and March 16, 2022, Mr.
−Removed: Nisser served as Chief Executive Officer and on the board of directors of TurnOnGreen, Inc.
−Removed: Nisser has served as a President, General Counsel and a director of A&C since May 2019.
+Added: Nisser was the Executive Vice President and General Counsel of AVLP from March 2019 until its liquidation in March 2025.
+Added: From December 15, 2021 through March 16, 2022, Mr.
+Added: Nisser served as Chief Executive Officer and on the board of directors of TurnOnGreen, Inc., an OTCID quoted company.
From October 2011 through April 2019, Mr.
6 unchanged sentences
from University of Buckingham School of Law in the United Kingdom.
−Removed: Cary Luskin has been in the retail electronics business since 1978.
−Removed: Since 1998, Mr.
−Removed: Luskin has been President of The Big Screen Store, Inc., a chain of large-screen television retail stores.
−Removed: has been in the private practice of ophthalmology since 1977.
+Added: has served as a director of our company since 2002.
+Added: Seff has been in the private practice of ophthalmology since 1977.
From 1977 until 1998, Dr.
Seff practiced with, and was a senior executive of, a large medical practice with four offices in Maryland.
−Removed: Huff was appointed Chief Financial Officer of the Company in August 2004 and Secretary and Treasurer in October 2004.
+Added: Bormel, CPA has served as a director of our company since 2008.
+Added: Bormel has served as chief financial officer of Berman Enterprises LLC and related companies, a Maryland based owner, developer and manager of office and retail commercial properties since 1999.
+Added: Bormel is also a former chief financial officer of the Company.
CORPORATE GOVERNANCE
−Removed: Board of Directors .
−Removed: During the fiscal year ended March 31, 2025, the Board convened three times.
−Removed: No incumbent director participated in fewer than 75% of the total number of meetings of the Board of the Company held during the year and the total number of meetings held by all committees on which the director served during such year.
−Removed: Board members are expected to attend the Annual Meeting of Shareholders if available, and two directors attended the 2024 Annual Meeting of Shareholders.
−Removed: The Board has the following committees, each of which meets at scheduled times:
+Added: Board Meetings and Attendance
+Added: During the fiscal year ended March 31, 2026, the Board convened four times and the Board and various committees also took other actions by unanimous written consent.
+Added: Each of the incumbent directors attended at least 75% of the meetings of the Board or committees of the Board on which he or she served during the fiscal year ended March 31, 2026 (in each case, which were held during the period for which he was a director and/or a member of the applicable committee).
+Added: We encourage, but do not require, our Board members to attend the Annual Meeting.
+Added: In accordance with NYSE American requirements, we are required to hold meetings of the Board on at least a quarterly basis.
+Added: In addition, the independent directors meet on a regular basis as often as necessary to fulfill their responsibilities, including at least annually in executive session without the presence of non-independent directors and management.
+Added: Board Committees
+Added: Our Board has established two (2) standing committees:
+Added: the Audit Committee and the Compensation Committee, each of which is composed solely of independent directors and is described more fully below.
+Added: Our Board may establish other committees from time to time.
+Added: The following table provides membership information for each committee:
Audit Committee
+Added: Compensation Committee
+Added: * Member of Committee
+Added: ** Chairman of Committee
+Added: + “Audit committee financial expert” as defined in SEC regulations
+Added: Below is a description of each committee of the Board.
+Added: Audit Committee
The Audit Committee is appointed by the Board to assist the Board in its duty to oversee the Company’s accounting, financial reporting and internal control functions and the audit of the Company’s financial statements.
The Committee’s responsibilities include, among others, direct responsibility for hiring, firing, overseeing the work of and determining the compensation for the Company’s independent auditors, who report directly to the Audit Committee.
−Removed: The members of the Audit Committee during the fiscal year ended March 31, 2025 were Mr.
−Removed: Bormel (Chairman), Dr.
−Removed: None of the Audit Committee members is an employee of the Company and each is independent under existing NYSE MKT and SEC requirements.
+Added: None of the Audit Committee members is an employee of the Company and each is independent under existing NYSE American and SEC requirements.
The Board has examined the SEC’s definition of “audit committee financial expert” and determined that Mr.
4 unchanged sentences
The Board has adopted a written charter for the Audit Committee, which is available on the Company’s website, www.universalsecurity.com, under the “Investor Relations” tab.
−Removed: The independent members of the Company’s Board of Directors acts as a nominating committee for the annual selection of its nominees for election as directors, and the Board held one meeting during the 2024 fiscal year in order to make nominations for directors.
−Removed: The Board has not adopted a charter with respect to the nominating committee function.
−Removed: The Board of Directors believes that the interests of the Company’s shareholders are served by relegating the nominations process to the Board members who are independent from management.
−Removed: While the Board will consider nominees recommended by shareholders, it has not actively solicited recommendations from the Company’s shareholders for nominees, nor established any procedures for this purpose.
−Removed: In considering prospective nominees, the Board will consider the prospect’s relevant financial and business experience, the integrity and dedication of the prospect, his independence and other factors the Board deems relevant.
−Removed: The Board of Directors will apply the same criteria to nominees recommended by shareholders as those recommended by the full Board.
−Removed: Nominations for director may be made by shareholders, provided such nominations comply with certain timing and informational requirements set forth in the Company’s Bylaws.
Compensation Committee
−Removed: The Board’s Compensation Committee consists of Mr.
−Removed: Luskin (Chairman), Dr.
−Removed: Bormel, none of whom is an employee of the Company and each of whom is independent under existing NYSE MKT and SEC requirements.
+Added: Seff and Bormel currently serve as members of the Compensation Committee, with Dr.
+Added: Seff serving as chair of the committee.
+Added: Our Board has determined that each current member of the Compensation Committee is “independent” as defined under the applicable listing standards of the NYSE American.
The Compensation Committee is charged with reviewing and determining the compensation of the Chief Executive Officer and the other executive officers of the Company.
The Board has not adopted a charter with respect to the Compensation Committee.
−Removed: The Compensation Committee met one time during the fiscal year ended March 31, 2025.
+Added: The Compensation Committee did not meet during the fiscal year ended March 31, 2026.
+Added: Board Nominations
+Added: The independent members of the Board acts as a nominating committee for the annual selection of its nominees for election as directors, and the Board did not meet during the 2026.
+Added: The Board has not adopted a charter with respect to the nominating committee function.
+Added: The Board believes that the interests of the Company’s stockholders are served by relegating the nominations process to the Board members who are independent from management.
+Added: While the Board will consider nominees recommended by stockholders, it has not actively solicited recommendations from the Company’s stockholders for nominees, nor established any procedures for this purpose.
+Added: In considering prospective nominees, the Board will consider the prospect’s relevant financial and business experience, the integrity and dedication of the prospect, his independence and other factors the Board deems relevant.
+Added: The Board of Directors will apply the same criteria to nominees recommended by stockholders as those recommended by the full Board.
+Added: Nominations for director may be made by stockholders, provided such nominations comply with certain timing and informational requirements set forth in the Company’s Bylaws.
+Added: Family Relationships
+Added: There are no family relationships among our directors and executive officers.
Code of Ethics
−Removed: The Company has adopted a Code of Business Conduct and Ethics that is designed to promote the highest standards of ethical conduct by the Company’s directors, executive officers and employees.
−Removed: The Code of Ethics is posted on the Company’s website, www.universalsecurity.com , under the “Investor Relations” tab.
−Removed: Policies on Ownership, Insider Trading, 10b5-1 Plans and Hedging
−Removed: We do not have formal stock ownership guidelines for our employees or directors, because the Board is satisfied that stock and option holdings among our employees or directors are sufficient at this time to provide motivation and to align this group’s interests with those of our stockholders.
−Removed: We have not adopted a formal, distinct insider trading policy that provides guidelines to, and imposes restrictions on, officers, directors and employees with respect to transactions in the Company’s securities.
−Removed: Our Code of Ethics prohibits profiting from undisclosed information relating to the Company, and prohibits any director, officer or employee from purchasing or selling any of the Company’s securities while in possession of material nonpublic information relating to the Company.
−Removed: Given the small number of insiders and employees and the historically thin trading volume in the Company’s stock, management determined that a formal policy was not necessary.
−Removed: We have not adopted any hedging policies.
+Added: The Company has adopted a Code of Ethics that is designed to promote the highest standards of ethical conduct by the Company’s directors, executive officers and employees.
+Added: We have posted on our website a current copy of the Code of Ethics and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code of Ethics.
Involvement in Certain Legal Proceedings
−Removed: Except as set forth below, to the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee:
+Added: To our knowledge, and except as disclosed below, none of our current directors has, during the past ten years:
● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
−Removed: ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
−Removed: ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
+Added: ● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he or she was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
+Added: ● been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his or her involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
● been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;
−Removed: ● or been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
−Removed: * Please see the press release issued by HDI on August 15, 2023.
+Added: ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
+Added: * Hyperscale Data issued a press release on August 15, 2023 which summarized the terms of Hyperscale Data’s and Mr.
+Added: Ault’s settlement with the SEC.
+Added: The press release announced, in pertinent part, that, “Under terms of the settlement, [Hyperscale Data] and Mr.
+Added: Ault neither admit nor deny the SEC’s findings, which do not entail intentional misconduct.
+Added: [Hyperscale Data] will pay a civil penalty of $700,000 that was fully accrued in the fourth quarter of 2022;
+Added: Ault will pay disgorgement of $85,504 and a civil penalty of $150,000.
+Added: In addition, [Hyperscale Data] has undertaken to retain an independent consultant to conduct a comprehensive review of [Hyperscale Data]’s internal control over financial reporting and disclosure controls and procedures, and to issue a report providing recommendations for improvements.” All the foregoing payments were made in August 2023.
+Added: The action brought by the SEC alleged that (i) Hyperscale Data had violated Sections 17(a)(2) and 17(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”) and Sections 13(a), 13(b)(2)(A), 13(b)(2)(B) and 14(a) of the Exchange Act and Exchange Act Rules 12b-20, 13a-1, 13a-11, 13a-13, 13a-15(a), 14a-3, and 14a-9 thereunder and (ii) Mr.
+Added: Ault had violated, and caused Hyperscale Data to violate, Sections 17(a)(2) and 17 (a)(3) of the Securities Act and Exchange Act Section 14(a) and Exchange Act Rules 14a-3 and 14a-9, caused Hyperscale Data’s violations of Exchange Act Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) and Exchange Act Rules 13a-1, 13a-11, 13a-13, and 12b-20, and violated Exchange Act Rule 13b2-1.
+Added: In summary, the foregoing sections and rules relate to alleged violations of U.S.
+Added: federal securities laws consisting of, without limitation, material misstatements regarding certain businesses of Hyperscale Data, the failure to disclose interests in related person transactions, improper recording of purported consulting services, erroneous accounting of investments, and the failure to maintain accounting and disclosure controls.
+Added: Further, the SEC ordered each of Hyperscale Data and Mr.
+Added: Ault to cease and desist from committing or causing any violations and future violations of the foregoing sections and rules of the Securities Act and Exchange Act that the SEC had alleged had been violated by each of them.
+Added: Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.
EXECUTIVE COMPENSATION
−Removed: The individuals who served as the Company’s Chief Executive Officer and Chief Financial Officer during the fiscal year ended March 31, 2025 as well as two of the Company’s most highly compensated employees whose total compensation during the fiscal year exceeded $100,000 (listed in the Summary Compensation Table below), are referred to as the “named executive officers.”
Summary Compensation Table
−Removed: The following table sets forth information regarding the total compensation paid or earned by the named executive officers as compensation for their services in all capacities during the fiscal years ended March 31, 2025, and 2024.
−Removed: Principal Position
+Added: The following table sets forth summary compensation information for the following persons:
+Added: (i) all persons serving as our principal executive officer during the years ended March 31, 2026 and 2025, and (ii) up to our two other most highly compensated executive officers who received compensation during the years ended March 31, 2026 and 2025, who were executive officers on the last day of our fiscal year.
+Added: The following table includes all compensation earned by the named executive officers for the respective period, regardless of whether such amounts were actually paid during the period:
+Added: Name and Principal Position
President and CEO
Secretary/Treasurer/CFO
−Removed: Glenda Anderson,
−Removed: Sales Manager
−Removed: Phillip Haigh
−Removed: Sales Manager
All other compensation for Mr.
2 unchanged sentences
Huff for 2026 and 2025, respectively, includes employer match of 401(k) contributions of $4,741 and $6,000, group life and disability premiums of $4,599 and $4,599 and auto lease value or reimbursement allowance of $7,800 and $7,800.
−Removed: (3) All other compensation for Ms.
−Removed: Anderson for 2025 and 2024 respectively, includes employer match of 401(k) contributions of $5,461 and $5,461, medical reimbursement and health insurance premiums of $3,304 and $3,304, group life and disability premiums of $2,626 and $2,626, and auto reimbursement allowances of $6,000 and $6,000.
−Removed: All other compensation for Mr.
−Removed: Haigh for 2025 and 2024 respectively, includes employer match of 401(k) contributions of $6,000 and $6,000, medical reimbursement and health insurance premiums of $9,438 and $9,438, group life and disability premiums of $3,022 and $3,037, and auto reimbursement allowances of $6,000 and $6,000.
−Removed: The Company’s compensation program for each of its named executive officers consists of the following elements:
−Removed: Base Salary .
−Removed: The salaries of our named executive officers are designed to provide a reasonable level of compensation that is affordable to the Company and fair to the executive.
−Removed: The base salary of our PEO is contractual, and all salaries are reviewed annually.
−Removed: Base salary increases, if any, are made based on the review of competitive salaries, as well as an evaluation of the individual officer’s responsibilities, job scope, and performance.
−Removed: The bonus plan of our PEO is contractual while other bonuses are totally discretionary as to who will receive a bonus and the amount of any such bonus.
−Removed: The Compensation Committee may recommend to the Board that annual bonuses be paid based on accomplishments that exceed expectations during the fiscal year.
−Removed: The Company believes that the salaries paid to its named executive officers are consistent with market rates, and the Company does not provide for equity-based compensation.
−Removed: The Compensation Committee bases its annual bonus considerations on each individual’s performance within the executive’s sphere of responsibilities, and on the Company’s overall performance as measured by net income.
−Removed: While total shareholder return factors into Compensation Committee discussions, annual bonus considerations are not tied to shareholder return.
−Removed: The C o mpany has a defined contribution profit sharing plan covering eligible employees.
−Removed: The Plan is voluntary with respect to participation and is subject to the provisions of ERISA.
−Removed: The plan provides for participant contributions of up to 25% of annual compensation, as defined by the plan.
−Removed: The Company contributes an amount equal to a match of the first three percent (3%) contributed by the employee plus fifty percent (50%) of the next two percent (2%) contributed by the employee with a maximum contribution of four percent (4%).
−Removed: The Company may contribute an additional amount from its profits as authorized by the Board.
−Removed: The Company made no additional contributions in fiscal 2025.
−Removed: Participants in the plan are immediately vested in their and the Company’s contributions, plus actual earnings thereon.
−Removed: The Company’s fiscal 2025 contributions to the plan on behalf of named executive officers are included in the “All Other Compensation” column in the “Summary Compensation Table” above.
−Removed: Stock Incentive Plan
−Removed: Executive Employment Agreements
−Removed: The Chief Executive Officer’s compensation is governed largely by his employment agreement with the Company, originally effective April 1, 2002, as amended.
−Removed: The current employment agreement expires on July 31, 2025.
−Removed: The employment agreement currently provides that Mr.
−Removed: Grossblatt’s base annual salary (since April 1, 2007) is $352,000.
+Added: Employment Agreements
+Added: On October 1, 2025, the Company entered into an employment agreement (the “Agreement”) with Harvey B.
+Added: Grossblatt, the Company’s President and Chief Executive Officer, to continue to serve as the Company’s President and Chief Executive Officer through July 31, 2027.
+Added: Pursuant to the Agreement, Mr.
+Added: Grossblatt will be paid a base salary of $352,286 per annum (the “Base Salary”).
Additionally, Mr.
−Removed: Grossblatt is entitled to bonus compensation for each fiscal year of the Company in which the Company earned pre-tax net income in such fiscal year in excess of a percentage, pre-determined by the Board, of shareholders’ equity as of the start of the fiscal year (which is 4% for the fiscal years ended March 31 2025 and 2024), as follows:
−Removed: 3% of all (after the 4% threshold) pre-tax net income up to $1 million, 4% of pre-tax net income from $1-$2 million, 5% of pre-tax net income from $2-$3 million, 6% of pre-tax net income from $3-$4 million, 7% of pre-tax net income over $4 million.
+Added: Grossblatt is entitled to bonus compensation based upon milestone amounts of the Company’s receipt of gross proceeds from capital raises from the date of the Agreement through July 31, 2027, with the first bonus equal to $2.5 million upon receipt of gross proceeds of at least $100 million, with additional bonuses of $1.0 million for each $100 million of gross proceeds between $200 million and $900 million, with a final potential bonus of $500,000 upon gross proceeds of $1 billion, which would result in total bonus payments to Mr.
+Added: Grossblatt of $10 million.
Grossblatt is also entitled to life, health and disability insurance benefits, medical reimbursement, automobile allowance, and Company paid retirement plan contributions.
−Removed: If the Employment Agreement is not renewed by the Company or is terminated by Mr.
+Added: If the Agreement is terminated by Mr.
Grossblatt for good reason, Mr.
−Removed: Grossblatt is entitled to receive his compensation through any balance of the employment term plus a lump sum payment equal to his last 12 months base salary and bonus, health benefits for three years, and an additional lump sum payment payable on each of the first three anniversaries of the termination equal to the 401(k) plan contribution the Company would have made on behalf of the Company had he remained employed by the Company.
+Added: Grossblatt is entitled to receive his compensation through any balance of the employment term plus a lump sum payment equal to his last 12 months Base Salary, health benefits for three years, and an additional lump sum payment payable on each of the first three anniversaries of the termination equal to the 401(k) plan contribution the Company would have made on behalf of the Company had he remained employed by the Company.
Grossblatt’s employment is terminated following or in anticipation of a “change of control” of the Company, Mr.
−Removed: Grossblatt will be entitled to receive a lump sum payment equal to his base salary for the balance of the Employment Agreement’s term and the amount of Mr.
−Removed: Grossblatt’s last bonus plus three times Mr.
−Removed: Grossblatt’s last 12 months base salary and bonus.
+Added: Grossblatt will be entitled to receive a lump sum payment equal to his base salary for the balance of the Agreement’s term plus three times Mr.
+Added: Grossblatt’s last 12 months Base Salary.
In addition, Mr.
Grossblatt is entitled to receive health benefits for three years, and an additional lump sum payment payable on the anniversary of the termination equal to the 401(k) plan contribution the Company would have made on behalf of the Company had he remained employed by the Company for three years.
−Removed: Grossblatt will receive an amount equal to three times his base salary for the last 12 months and the amount of his last bonus, limited to 2.99 times Mr.
+Added: In the event of a change in control Mr.
+Added: Grossblatt will receive an amount equal to three times his Base Salary for the last 12 months, limited to 2.99 times Mr.
Grossblatt’s average annual taxable compensation from the Company which is included in his gross income for the five taxable years of the Company ending before the date on which the change of control occurs.
−Removed: If the Employment Agreement is terminated by the Company due to Mr.
+Added: If the Agreement is terminated by the Company due to Mr.
Grossblatt’s death, Mr.
−Removed: Grossblatt’s estate is entitled to receive a lump sum payment equal to his base salary for the greater of the balance of the Employment Agreement’s term or one year, reduced by any individual life insurance benefits the premiums for which are paid for by the Company, plus the amount of his last bonus and the amount of the Company’s last 401(k) plan contribution made on behalf of Mr.
+Added: Grossblatt’s estate is entitled to receive a lump sum payment equal to his base salary for the greater of the balance of the Agreement’s term or one year, reduced by any individual life insurance benefits the premiums for which are paid for by the Company, plus the amount of the Company’s last 401(k) plan contribution made on behalf of Mr.
In addition, Mr.
Grossblatt’s estate is entitled to the health insurance and medical reimbursement benefits for the longer of the balance of the term or three years following the date of death, or the cash equivalent thereof.
−Removed: If the Employment Agreement is terminated by the Company due to Mr.
+Added: If the Agreement is terminated by the Company due to Mr.
Grossblatt’s disability, Mr.
2 unchanged sentences
Grossblatt is entitled to the health insurance and medical reimbursement benefits and a payment equal to the 401(k) plan contribution the Company would have made on behalf of the Company had he remained employed by the Company, for the longer of the balance of the term or three years following the date of disability, or the cash equivalent thereof.
−Removed: The Employment Agreement generally prohibits Mr.
+Added: The Agreement generally prohibits Mr.
Grossblatt from competing with the Company during the term and during any subsequent period during which he receives compensation from the Company.
−Removed: Potential Payments upon Termination or Change in Control
−Removed: The table below shows the estimated incremental value transfer to Harvey B.
−Removed: Grossblatt, the only named executive officer who is contractually entitled to compensation upon termination or a change in control, under various scenarios relating to a termination of employment.
−Removed: Please refer to the discussion titled “Executive Employment Agreements”, above, in this Executive Compensation Section for a description of the circumstances that would trigger payments and benefits upon termination or a change in control.
−Removed: The tables below assume that such termination occurred on March 31, 2025, the last day of the Company’s 2025 fiscal year.
−Removed: The Company’s stock price on the last business day of its 2025 fiscal year was $1.78.
−Removed: The actual amounts that would be paid to any named executive officer can only be determined at the time of an actual termination of employment and would vary from those listed below.
−Removed: The estimated amounts listed below are in addition to any other benefits that are available to employees generally.
−Removed: minus benefits
−Removed: minus benefits
−Removed: Health Benefits
−Removed: 401(k) Contribution
−Removed: (1) Limited to 2.99 times Mr.
−Removed: Grossblatt’s average annual taxable compensation from the Company which is included in his gross income for the five taxable years of the Company ending before the date on which the change of control occurs.
−Removed: (2) Lump sum payment equal to Mr.
−Removed: Grossblatt’s last 12 months base salary and bonus.
−Removed: (3) The aggregate of the health benefits for the first three years following the termination.
−Removed: (4) The aggregate of the respective annual lump sum payments, payable on each of the first three anniversaries of the termination, equal to the 401(k) plan contribution the Company would have made on behalf of the Company had Mr.
−Removed: Grossblatt remained employed by the Company.
−Removed: (5) Lump sum payment equal to Mr.
−Removed: Grossblatt’s annual base salary for the balance of the employment period and last bonus, plus three times Mr.
−Removed: Grossblatt’s last 12 months base salary and bonus limited to 2.99 times Mr.
−Removed: Grossblatt’s average annual taxable compensation.
−Removed: Grossblatt’s estate is entitled to receive a lump sum payment equal to his base salary for the greater of the balance of the employment term or one year, reduced by any individual life insurance benefits the premiums for which are paid for by the Company, plus the amount of his last bonus and the amount of the Company’s last 401(k) plan contribution made on his behalf.
−Removed: Grossblatt’s estate is entitled to the health insurance and medical reimbursement benefits for the longer of the balance of the employment term or three years following the date of death, or the cash equivalent thereof.
+Added: The Employment Agreement includes a “clawback” provision in which Mr.
+Added: Grossblatt agrees that the Company can recoup any compensation or benefits provided to him that are required by applicable law to be subject to recovery or recoupment.
+Added: Policies on Ownership, Insider Trading, 10b5-1 Plans and Hedging
+Added: We do not have formal stock ownership guidelines for our employees or directors, because the Board is satisfied that stock and option holdings among our employees or directors are sufficient at this time to provide motivation and to align this group’s interests with those of our stockholders.
+Added: We have not adopted a formal, distinct insider trading policy that provides guidelines to, and imposes restrictions on, officers, directors and employees with respect to transactions in the Company’s securities .
+Added: Our Code of Ethics prohibits profiting from undisclosed information relating to the Company, and prohibits any director, officer or employee from purchasing or selling any of the Company’s securities while in possession of material nonpublic information relating to the Company.
+Added: Given the small number of insiders and employees and the historically thin trading volume in the Company’s stock, management determined that a formal policy was not necessary.
+Added: We have not adopted any hedging policies.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
2 unchanged sentences
As a result, in all cases, the timing of grants of equity awards, including stock options, occurs independent of the release of any material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of equity-based compensation.
−Removed: During the year ended March 31, 2025, there were no equity grants made to our executive officers during any period beginning four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.
+Added: During fiscal 2026, there were no equity grants made to our executive officers during any period beginning four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.
Advisory Vote on Executive Compensation
−Removed: At the annual meeting of stockholders held on November 7, 2024, the stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.
−Removed: An advisory vote on executive compensation is held every year.
+Added: At the annual meeting of stockholders on March 27, 2026, the stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers.
+Added: An advisory vote on executive compensation is held every three years.
Director Compensation
−Removed: During the Company’s fiscal year ended March 31, 2025, Mr.
−Removed: Grossblatt, the Company’s president and chief executive officer, received no additional compensation for serving as a director.
−Removed: For the Company’s fiscal year ended March 31, 2025, each outside director was entitled to a $10,000 annual fee for annual service as a director.
−Removed: Directors’ compensation is payable in cash or shares of the Company’s common stock (“Shares”) (computed at the closing price as reported by the NYSE MKT on the date of the payment).
−Removed: The following table summarizes the compensation paid to directors for the fiscal year ended March 31, 2025:
+Added: The Company pays each independent director an annual base amount of $10,000.
+Added: Directors’ compensation is payable in cash or shares of Common Stock (computed at the closing price as reported by the NYSE American on the date of the payment).
+Added: The table below sets forth, for each non-employee director, the total amount of compensation related to his or her service during the year ended March 31, 2026:
Fees earned or
+Added: paid in cash ($)
+Added: Cary Luskin (1)
+Added: Luskin resigned from the Board, effective July 28, 2025.
+Added: Stock Incentive Plans
+Added: The Company maintains equity incentive plans to provide long-term incentives to directors, officers, employees and consultants and to align their interests with those of stockholders.
+Added: On August 27, 2025, the Company adopted the 2025 Stock Incentive Plan (the “2025 Plan”), which was subsequently approved by the Company’s stockholders.
+Added: The 2025 Plan authorizes the issuance of up to 1.0 million shares of common stock pursuant to stock options, restricted stock, restricted stock units, stock appreciation rights and other stock-based awards.
+Added: The 2025 Plan is the Company’s primary equity compensation plan.
+Added: The purpose of the Company’s equity incentive plan is to attract and retain qualified personnel, provide additional incentives to employees, directors and consultants, and promote the success of the Company’s business by aligning compensation with stockholder interests.
+Added: As of March 31, 2026, the Company had approximately 225,000 stock options outstanding and 775,000 shares available for future issuance under the 2025 Plan.
+Added: We have adopted a tax-qualified employee savings and retirement plan, or 401(k) plan, which generally cover all of our full-time employees who have completed 12 months of service are eligible to participate.
+Added: Pursuant to the 401(k) plans, eligible employees may make voluntary contributions to the plan up to a maximum of pursuant to the current Internal Revenue Code limits.
+Added: Our plan includes matching contributions at the rate of $1.00 for each $1.00 contributed, up to 4% of the base salary and permits discretionary contributions.
+Added: The 401(k) plan is intended to qualify under Sections 401(k) and 401(a) of the Internal Revenue Code of 1986, as amended.
+Added: Contributions to such a qualified plan are deductible by the Company when made, and neither the contributions nor the income earned on those contributions is taxable to plan participants until withdrawn.
+Added: All 401(k) plan contributions are credited to separate accounts maintained in trust.
+Added: All full-time employees who have completed 12 months of service are eligible to participate.
+Added: Employees are permitted to contribute up to the amounts prescribed by law.
+Added: The Company may provide contributions to the plan consisting of a matching amount equal to a percentage of the employee’s contribution, not to exceed four percent (4%).
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The following table reflects the names and addresses of the only persons known to the Company to be the beneficial owners of 5% or more of the Shares outstanding as of July 18, 2025.
−Removed: For purposes of calculating beneficial ownership, Rule 13d-3 of the Securities Exchange Act of 1934, as amended (“Exchange Act”) requires inclusion of Shares that may be acquired within sixty days of July 18, 2025.
−Removed: Unless otherwise indicated in the footnotes to this table, beneficial ownership of Shares represents sole voting and investment power with respect to those Shares.
−Removed: Name and Address
−Removed: of Beneficial Owner
−Removed: Beneficially Owned
−Removed: JLA Realty Associates, LLC 120 Bloomingdale Road White Plains, NY 10605
−Removed: Ault & Company, Inc.
−Removed: 11411 Southern Highlands Parkway Suite 190 Las Vegas, NV 89141
−Removed: Poplar Point Capital Management LLC 330 Primrose Road, Suite 400 Burlingame, CA 94010
−Removed: (1) Based solely on a Schedule 13D/A filed with the SEC on July 8, 2025 by JLA Realty Associates, LLC (“JLA”).
−Removed: Steven Caspi is the manager of, and may be deemed to beneficially own securities, owned by JLA.
−Removed: (2) Based solely on a Schedule 13D/A filed with the SEC on June 6, 2025 by A&C.
−Removed: Consists of (i) 234,245 Shares beneficially owned by A&C, pursuant to that certain coordination agreement (“Coordination Agreement”), dated December 18, 2024, by and among A&C and certain stockholders of the Company, which Milton C.
−Removed: Ault, III, may be deemed to beneficially own as Chief Executive Officer and Chairman of A&C, including 8,725 Shares beneficially owned by Ault Lending, LLC, a California limited liability company (“Ault Lending”) pursuant to the termination of the Coordination Agreement on June 4, 2025, effective as of August 4, 2025, which Mr.
−Removed: Ault may be deemed to beneficially own as Executive Chairman of each of Ault Capital Group, Inc., a Nevada corporation (“Ault Capital”), the holder of all the equity interests of Ault Lending and of Hyperscale Data, Inc., a Delaware corporation (“Hyperscale”), the holder of all the equity interests of Ault Capital;
−Removed: and (ii) 5,000 Shares beneficially owned by Alpha Structured Finance LP, a Delaware limited partnership (“Alpha Fund”), which Mr.
−Removed: Ault may be deemed to beneficially own as CEO and Chief Investment Officer of the investment manager and managing member of the general partner of Alpha Fund and as Executive Chairman of each of Ault Capital, the holder of all the equity interests of the investment manager of Alpha Fund, and of Hyperscale, the holder of all the equity interests of Ault Capital.
−Removed: Pursuant to the Coordination Agreement, the stockholder signatories thereto granted A&C the sole authority to vote or dispose of, or cause or direct the voting or disposition of, the Shares owned by such stockholder, appointed A&C as the sole and exclusive attorney-in-fact and proxy of such stockholder with full power to vote and dispose of such Shares and agreed that A&C is authorized to take any and all action that may be necessary or desirable to manage such Shares or otherwise exercise the rights of the holders of such Shares and that such stockholders are subject to certain restrictions regarding transactions in the Shares, in each case for the duration of the Coordination Agreement.
−Removed: (3) Based solely on a Schedule 13G filed with the SEC on May 15, 2025 by Poplar Point Capital Management LLC (“Poplar”).
−Removed: Poplar Point Capital Partners LP (the “Fund”) is the record and direct holder of the shares of common stock.
−Removed: Poplar is the investment adviser of, and may be deemed to beneficially own securities, owned by the Fund.
−Removed: Poplar Point Capital GP LLC (the “GP”) is the general partner of, and may be deemed to beneficially own securities owned by the Fund.
−Removed: Jad Fakhry is the manager of, and owns a controlling interest in, Poplar and the GP and may be deemed to beneficially own securities, owned by the Fund.
−Removed: The following table sets forth information with respect to the beneficial ownership of the Shares as of July 18, 2025 by (i) each executive officer of the Company named in the Summary Compensation Table set forth above, (ii) each director and (iii) all directors and executive officers of the Company as a group.
−Removed: For purposes of calculating beneficial ownership, Rule 13d-3 of the Exchange Act requires inclusion of Shares that may be acquired within sixty days of July 18, 2025.
−Removed: Unless otherwise indicated in the footnotes to this table, beneficial ownership of Shares represents sole voting and investment power with respect to those Shares.
−Removed: Name of Beneficial Owner
−Removed: Shares Beneficially
−Removed: Percent of Class
−Removed: All directors and executive officers as a group (7 persons)
−Removed: (1) See footnote (2) under previous table.
+Added: Except as otherwise indicated below, the following table sets forth certain information regarding beneficial ownership of our common stock as of July 2, 2026 by (1) each of our current directors;
+Added: (2) each of the executive officers;
+Added: (3) each person known to us to be the beneficial owner of more than 5% of the outstanding shares of our common stock based upon Schedules 13G or 13D filed with the SEC;
+Added: and (4) all of our directors and executive officers as a group.
+Added: As of July 2, 2026, there were 3,028,463 shares of our common stock issued and outstanding.
+Added: Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.
+Added: Common stock subject to options or convertible securities that are currently exercisable or exercisable within 60 days of July 2, 2026 are deemed to be outstanding and to be beneficially owned by the person or group holding such options or convertible securities for the purpose of computing the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.
+Added: Unless otherwise indicated by footnote, to our knowledge, the persons named in the table have sole voting and sole investment power with respect to all common stock shown as beneficially owned by them, subject to applicable community property laws.
+Added: Name and address of beneficial owner (1)
+Added: Greater than 5% Beneficial Owners:
+Added: Hyperscale Data, Inc.
+Added: Directors and Officers:
+Added: Grossblatt (4)
+Added: Ault, III (6)
+Added: Henry Nisser (7)
+Added: Bormel, CPA (9)
+Added: All directors and executive officers as a group (six persons)
+Added: * Less than 1% of outstanding shares.
+Added: Unless otherwise indicated, the business address of each of the stockholders is c/o Universal Safety Products, Inc., 11407 Cronhill Drive, Suite A, Owings Mills, Maryland 21117.
+Added: Based solely on a Schedule 13G/A filed with the SEC on May 7, 2026 by David E.
+Added: The address for this stockholder is 44, Tower 100, The Towers, Winston Churchill, San Francisco, Paitilla, Panama City, Panama 07196.
+Added: Based solely on a Schedule 13D/A filed with the SEC on May 19, 2026 Hyperscale Data, Inc.
+Added: Consists of (i) 1,025,252 shares of common stock held by Ault Lending, LLC (“Ault Lending”) and (ii) 20,000 shares of Common Stock held by Alpha Structured Finance LP (“Alpha Fund”).
+Added: Ault Lending is a wholly owned subsidiary of Hyperscale Data.
+Added: Ault, the Executive Chairman of Hyperscale Data, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.
+Added: Ault is the Manager of Alpha Structured Finance GP LLC (“Alpha GP”) and ACG Alpha Management LLC (“Alpha Management”).
+Added: Alpha GP and Alpha Management are the general partner and investment manager to Alpha Fund, respectively.
+Added: As a result of these relationships, Mr.
+Added: Ault may be deemed to beneficially own the securities beneficially owned by Ault & Co.
+Added: and Alpha Fund.
+Added: The address for this stockholder is 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141.
+Added: Consists of (i) 109,820 shares of Common Stock owned directly, (ii) 500 shares of Common Stock owned by his spouse and (iii) 50,000 shares of Common Stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days.
+Added: Consists of (i) 510 shares of Common Stock and (ii) 25,000 shares of Common Stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days.
+Added: Consists of (i) 2,200 shares of Common Stock owned directly by Mr.
+Added: Ault, (ii) 50,000 shares of Common Stock issuable upon the exercise of stock options owned directly by Mr.
+Added: Ault that are currently exercisable or exercisable within 60 days, (iii) 1,025,252 shares of common stock held by Ault Lending, (iv) 6,000 shares of Common Stock held by Ault & Company, Inc.
+Added: (“Ault & Co.”) and (v) 20,000 shares of Common Stock held by Alpha Fund.
+Added: Ault Lending is a wholly owned subsidiary of Hyperscale Data.
+Added: Ault, the Executive Chairman of Hyperscale Data, is deemed to have voting and investment power with respect to the securities held of record by Ault Lending.
+Added: Ault is the Chief Executive Officer and Chairman of Ault & Co.
+Added: Ault is the Manager of Alpha GP and Alpha Management.
+Added: Alpha GP and Alpha Management are the general partner and investment manager to Alpha Fund, respectively.
+Added: As a result of these relationships, Mr.
+Added: Ault may be deemed to beneficially own the securities beneficially owned by Ault & Co.
+Added: and Alpha Fund.
+Added: The address for this stockholder is 11411 Southern Highlands Parkway, Suite 190, Las Vegas, NV 89141.
+Added: Represents shares of Common Stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days.
+Added: The address for this stockholder is 122 E.
+Added: 42 nd Street, 50 th Floor, Suite 5000, New York, NY 10168.
+Added: Consists of (i) 73,479 shares of Common Stock and (ii) 25,000 shares of Common Stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days.
+Added: Represents shares of Common Stock issuable upon the exercise of stock options that are currently exercisable or exercisable within 60 days.
Equity Compensation Information
17 unchanged sentences
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
−Removed: Related Party Transactions
Pursuant to its written charter, the Audit Committee of the Board of Directors of the Company reviews and approves all transactions with related persons that are required to be disclosed under applicable regulation.
6 unchanged sentences
Grossblatt for inventory purchases or other company expenses and amounted to approximately $23,000 and $285,000, respectively, and the amount due to Mr.
−Removed: Grossblatt at March 31, 2025 and 2024 is approximately $0 and $0, respectively.
−Removed: Director Independence
−Removed: The information required by this item regarding director independence is incorporated by reference to the information set forth in Item 10 of this Annual Report on Form 10-K.
+Added: Grossblatt at each of March 31, 2026 and 2025 was $0.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: The following is a description of the fees billed to the Company by the independent registered public accounting firm (the “Auditor”) during the fiscal year ended March 31, 2025, and 2024:
−Removed: Audit fees include fees billed by the Auditor, for the fiscal years ended March 31, 2025, and 2024, in connection with the annual audits of the Company’s consolidated financial statements, and review of the Company’s interim financial statements.
+Added: CBIZ CPAs P.C.
+Added: has acted as the independent registered public accounting firm for Universal Safety since 2015 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C.
+Added: effective November 1, 2024).
+Added: Fees and Services
+Added: The following table shows the aggregate fees billed to us for professional services by CBIZ CPAs P.C.
+Added: for the years ended March 31, 2026 and 2025:
+Added: Audit Services
+Added: Audit-Related Services
+Added: All Other Services
+Added: Audit fees include fees billed for the fiscal years ended March 31, 2026 and 2025, in connection with the annual audits of the Company’s consolidated financial statements, and review of the Company’s interim financial statements.
Audit fees also include fees for services performed by the Auditor that are closely related to the audit and in many cases could only be provided by the Auditor.
8 unchanged sentences
There were no other fees for services provided in the fiscal years ended March 31, 2026 and 2025.
−Removed: The Company’s Audit Committee reviews all fees charged by the Company’s independent auditors, and actively monitors the relationship between audit and non-audit services provided.
−Removed: The Audit Committee must pre-approve all audit and non-audit services provided by the Company’s independent auditors and fees charged.
+Added: The Audit Committee’s policy is to pre-approve all services provided by our independent auditors.
+Added: These services may include audit services, audit-related services, tax services and other services.
+Added: The Audit Committee may also pre-approve particular services on a case-by-case basis.
+Added: Our independent auditors are required to report periodically to the Audit Committee regarding the extent of services they provide in accordance with such pre-approval.
Financial Statements .
6 unchanged sentences
Exhibits required to be filed by Item 601 of Regulation S-K.
−Removed: Articles of Incorporation (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 1988, File No.
−Removed: Articles Supplementary, filed October 14, 2003 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 31, 2002, file No.
−Removed: Articles of Amendment, filed May 28, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8 K filed July 21, 2025, File No.
−Removed: Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed April 17, 2025, File No.
−Removed: Description of Capital Stock*
−Removed: Discount Factoring Agreement between the Registrant and Merchant Factors Corp., dated January 6, 2015 (substantially identical agreement entered into by USI’s wholly-owned subsidiary, Universal Electric, Inc.) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 16, 2015, file No.
+Added: Asset Purchase Agreement by and between Feit Electric Company, Inc., Universal Security Instruments, Inc.
+Added: and USI Electric, Inc.
+Added: dated October 29, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 30, 2024)
+Added: Amendment Number One to Asset Purchase Agreement by and between Feit Electric Company, Inc., Universal Security Instruments, Inc.
+Added: and USI Electric, Inc.
+Added: dated May 22, 2025 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 29, 2025)
+Added: Articles of Incorporation (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 1988)
+Added: Articles Supplementary, filed October 14, 2003 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 31, 2002)
+Added: Articles of Amendment, filed May 28, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8 K filed July 21, 2025)
+Added: Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed April 17, 2025)
+Added: First Amendment to Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 29, 2025)
+Added: Form of Convertible Note, issued June 12, 2026 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 12, 2026)
+Added: Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed July 29, 2025)
Lease between Universal Security Instruments, Inc.
John Properties, Inc.
−Removed: dated November 4, 2008 for its office and warehouse located at 11407 Cronhill Drive, Suites A-D, Owings Mills, Maryland 21117 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2008, File No.
−Removed: 1-31747) , as amended by Amendment to Lease dated June 23, 2009 (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2009, File No.
−Removed: 1-31747) and Amendment to Lease between Universal Security Instruments, Inc.
+Added: dated November 4, 2008 for its office and warehouse located at 11407 Cronhill Drive, Suites A-D, Owings Mills, Maryland 21117 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2008) , as amended by Amendment to Lease dated June 23, 2009 (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2009) and Amendment to Lease between Universal Security Instruments, Inc.
John Properties, Inc.
−Removed: dated March 3, 2022 (Amendment to Lease dated June 23, 2009 (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2022, File No.
−Removed: Amended and Restated Employment Agreement dated July 18, 2007 between the Company and Harvey B.
−Removed: Grossblatt (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2007, File No.
−Removed: 1-31747) , as amended by Addendum dated November 13, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 15, 2007, File No.
−Removed: 1-31747) , by Addendum dated September 8, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 8, 2008, File No.
−Removed: 1-31747) , by Addendum dated March 11, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 12, 2010, File No.
−Removed: 1-31747) , by Addendum dated July 19, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 20, 2012, File No.
−Removed: 1-31747) , by Addendum dated July 3, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 8, 2013, File No.
−Removed: 1-31747) , and by Addendum dated July 21, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 21, 2014, File No.
−Removed: 1-31747) ) , by addendum dated July 23, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 28, 2015, File No.
−Removed: 1-31747) , by addendum dated July 12, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 12, 2016, File No.
−Removed: 1-31747) by addendum dated July 18, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 20, 2017, File No.
−Removed: 1-31747) , by addendum dated July 9, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 9, 2018, File No.
−Removed: 1-31747) , by addendum dated July 12, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 16, 2019, File No.
−Removed: 1-31747) , by addendum dated July 27, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 27, 2020, File No.
−Removed: 1-31747) , by addendum dated July 28, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 28, 2021, File No.
−Removed: 1-31747) , by addendum dated July 22, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 28, 2022, file No.
−Removed: 1-31747) , by addendum dated June 12, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 13, 2023, file No.
−Removed: 1-31747) , and by addendum dated July 10, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 11, 2024, file No.
−Removed: Subsidiaries of the Registrant*
−Removed: Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*
−Removed: Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
−Removed: Section 1350 Certifications*
−Removed: Policy Relating to Recovery of Erroneously Awarded Compensation*
−Removed: Press Release dated July 25, 2025*
−Removed: Interactive data files providing financial information from the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025 in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T:
−Removed: (i) Consolidated Balance Sheets as of March 31, 2025 and 2024;
−Removed: (ii) Consolidated Statements of Operations for the years ended March 31, 2025 and 2024 (iii) Consolidated Statements of Shareholders’ Equity for the years ended March 31, 2025 and 2024;
−Removed: (iv) Consolidated Statements of Cash Flows for the years ended March 31, 2025 and 2024;
−Removed: and (v) Notes to Consolidated Financial Statements*
+Added: dated March 3, 2022 (Amendment to Lease dated June 23, 2009 (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2022)
+Added: Memorandum of Understanding dated as of April 15, 2025, by and between Universal Security Instruments, Inc., Ault & Company, Inc., and solely for limited purposes, Harvey Grossblatt (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 17, 2025)
+Added: 2025 Stock Incentive Plan (incorporated by reference to Annex E to the Company’s Definitive Proxy Statement filed on September 17, 2025)
+Added: Employment Agreement, dated October 1, 2025, by and between Universal Safety Products, Inc.
+Added: and Harvey B.
+Added: Grossblatt (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 2, 2025)
+Added: Securities Purchase Agreement, dated June 12, 2026, by and between Universal Safety Products, Inc.
+Added: and SJC Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 12, 2026)
+Added: Node Revenue Sharing Agreement, dated June 30, 2026, by and between Universal DeFi, LLC and Ault Capital Group, Inc., in its capacity as authorized agent for Ault DAO LLC
+Added: Letter of Marcum LLP (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed June 6, 2025)
+Added: List of subsidiaries (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K filed July 29, 2025)
+Added: Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
+Added: Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
+Added: Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
+Added: Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K filed on July 29, 2025).
+Added: Inline XBRL Instance Document.
+Added: The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: Inline XBRL Taxonomy Extension Schema Document.
+Added: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Definition Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Label Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
+Added: Indicates management contract or compensatory plan or arrangement.
Filed herewith.
+Added: Furnished herewith.
FORM 10-K SUMMARY
1 unchanged sentence
UNIVERSAL SAFETY PRODUCTS, INC.
−Removed: July 28, 2025
/s/ Harvey B.
4 unchanged sentences
President, Chief Executive Officer
−Removed: July 28, 2025
Chief Financial Officer
−Removed: July 28, 2025
(principal financial officer and
2 unchanged sentences
(Todd) Ault, III
−Removed: July 28, 2025
(Todd) Ault, III
/s/ Ira Bormel
−Removed: July 28, 2025
−Removed: /s/ Cary Luskin
−Removed: July 28, 2025
/s/ Henry Nisser
−Removed: July 28, 2025
/s/ Ronald A.
−Removed: July 28, 2025
−Removed: CBIZ CPAs P.C.
−Removed: 1601 Market Street
−Removed: Philadelphia, PA 19103
Report of Independent Registered Public Accounting Firm
1 unchanged sentence
Universal Safety Products, Inc.
−Removed: and Subsidiary
+Added: and Subsidiaries
Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Universal Safety Products, Inc.
−Removed: and Subsidiary (the “Company”) as of March 31, 2025, the related consolidated statements of operations, shareholders’ equity and cash flows for the year ended March 31, 2025, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025, and the results of its operations and its cash flows for the year ended March 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
+Added: We have audited the accompanying consolidated balance sheets of Universal Safety Products, Inc.
+Added: and Subsidiaries (the “Company”) as of March 31, 2026 and 2025, the related consolidated statements of operations, shareholders’ equity and cash flows for the two years in the period ended March 31, 2026, and the related notes (collectively referred to as the “financial statements”).
+Added: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for the two years in the period ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America.
+Added: Explanatory Paragraph – Going Concern
+Added: The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
+Added: As more fully described in Note A, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations.
+Added: These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
+Added: Management’s plans in regard to these matters are also described in Note A.
+Added: The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
+Added: Our responsibility is to express an opinion on the Company’s financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
+Added: As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
−Removed: Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
+Added: The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: We determined that there are no critical audit matters.
+Added: The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
+Added: Convertible Debt Obligations
+Added: As described in Note B of the consolidated financial statements, the Company entered into a Securities Purchase Agreement in which the Company agreed to sell convertible promissory notes in three separate closing of 8% convertible notes in various principal amounts up to $2,750,000 in the aggregate.
+Added: The notes mature in one year, if not previously converted, and are convertible into shares of common stock at a discounted price amounting to 80% of the lowest volume weighted average price occurring in the ten-business day period prior to the conversion date.
+Added: The notes are recorded on the date of issuance including the fair value of the derivative component of the notes with changes in fair valuae of the derivative portion being recognized as gains or losses for each reporting period thereafter.
+Added: The estimation of the fair value of the derivative component used the binomial valuation model which is subject to assumptions and variables requiring significant judgment.
+Added: Auditing the Company’s estimate of the fair value of the derivative component is especially challenging due to the judgmental and subjective nature of the binomial valuation model.
+Added: We obtained an understanding of and evaluated the Company’s process for valuing its convertible debt obligations.
+Added: To test the fair value estimate of the derivative component, our audit procedures included,
+Added: Evaluating the key assumptions utilized in the fair value calculation,
+Added: assessing the completeness of the obligations,
+Added: reviewing changes in the estimates from previous periods, and
+Added: inspecting evidence to support the assumptions made by management;
/s/ CBIZ CPAs P.C.
3 unchanged sentences
Philadelphia, PA
−Removed: July 28, 2025
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Shareholders and Board of Directors of
−Removed: Universal Security Instruments, Inc.
−Removed: and Subsidiaries
−Removed: Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of Universal Security Instruments, Inc.
−Removed: and Subsidiaries (the “Company”) as of March 31, 2024, the related consolidated statements of operations, shareholders’ equity and cash flows for the year ended March 31, 2024, and the related notes (collectively referred to as the “financial statements”).
−Removed: In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024, and the results of its operations and its cash flows for the year ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
−Removed: Basis for Opinion
−Removed: These financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
−Removed: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
−Removed: Accordingly, we express no such opinion.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: /s/ Marcum LLP
−Removed: We have served as the Company’s auditor since 2015.
−Removed: Philadelphia, PA
−Removed: July 12, 2024
−Removed: Marcum llp / 1601 Market Street / 4th Floor / Philadelphia, PA 19103 / Phone 215.297.2100 / marcumllp.com
+Added: J uly 2 , 2026
UNIVERSAL SAFETY PRODUCTS, INC.
−Removed: AND SUBSIDIARY
+Added: AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
CURRENT ASSETS
+Added: Cash and cash equivalents
Accounts receivable:
Trade, less provision for credit losses of $ 767,000 in 2026 and $ 470,000 in 2025
−Removed: Due from related parties
+Added: Due from employees
Amount due from factor
4 unchanged sentences
TOTAL CURRENT ASSETS
−Removed: INTANGIBLE ASSET - NET
−Removed: PROPERTY AND EQUIPMENT AND RIGHT OF USE ASSET - NET
LIABILITIES AND SHAREHOLDERS’ EQUITY
1 unchanged sentence
Line of credit – factor
+Added: Convertible Debenture
+Added: Derivative Component of Convertible Debenture
Short-term portion of operating lease liability
5 unchanged sentences
TOTAL CURRENT LIABILITIES
−Removed: LONG-TERM PORTION OF OPERATING LEASE LIABILITY
−Removed: TOTAL LONG-TERM LIABILITIES
COMMITMENTS AND CONTINGENCIES
1 unchanged sentence
Common stock, $ .01 par value per share;
−Removed: 20,000,000 shares authorized, 2,312,887 shares issued and outstanding at March 31, 2025, and 2024
+Added: 20,000,000 shares authorized, 2,842,887 and 2,312,887 shares issued and outstanding at March 31, 2026 and 2025, respectively
Additional paid-in capital
6 unchanged sentences
UNIVERSAL SAFETY PRODUCTS, INC.
−Removed: AND SUBSIDIARY
+Added: AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
3 unchanged sentences
Engineering and product development expense
−Removed: Operating income (loss)
−Removed: Other (expense) income:
+Added: Operating (loss) income
+Added: ( 4,653,833 )
+Added: Other income (expense):
+Added: Gain on sale of asset
+Added: Change in fair value of derivative component of convertible debt
Interest income
Interest expense
−Removed: Net income (loss) before income tax benefit
−Removed: Provision for income tax benefit
−Removed: NET INCOME (LOSS)
−Removed: Loss per share:
+Added: Net (loss) income before income taxes
+Added: ( 2,119,763 )
+Added: Provision for income tax (expense) benefit
+Added: NET (LOSS) INCOME
+Added: ( 2,485,763 )
+Added: (Loss) Income per share:
Basic and diluted
−Removed: Shares used in computing net loss per share:
+Added: Shares used in computing net (loss) income per share:
Weighted average basic and diluted shares outstanding
1 unchanged sentence
UNIVERSAL SAFETY PRODUCTS, INC.
−Removed: AND SUBSIDIARY
+Added: AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
−Removed: Balance at April 1, 2023
+Added: Balance at March 31, 2024
( 8,245,943 )
1 unchanged sentence
( 7,745,259 )
+Added: Cash Dividend
+Added: ( 2,312,787 )
+Added: ( 2,312,787 )
+Added: Stock based compensation
+Added: Shares issued upon conversion of convertible debentures
+Added: ( 2,485,763 )
+Added: ( 2,485,763 )
Balance at March 31, 2026
2 unchanged sentences
UNIVERSAL SAFETY PRODUCTS, INC.
−Removed: AND SUBSIDIARY
+Added: AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
1 unchanged sentence
OPERATING ACTIVITIES:
−Removed: Net Income (Loss)
−Removed: Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
+Added: Net (Loss) Income
+Added: ( 2,485,763 )
+Added: Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
+Added: Gain on sale of asset
+Added: ( 2,820,668 )
+Added: Stock based compensation
Depreciation and amortization
+Added: Change in fair value of derivative component of convertible debt
+Added: Amortization of original issue discount and accrued intereston convertible debt
Amortization of right-of-use asset
1 unchanged sentence
Allowance for excess and obsolete inventory
−Removed: Provision for tax benefit
+Added: Deferred income taxes
Changes in operating assets and liabilities:
−Removed: (Increase) Decrease in accounts receivable and amount due from factor
+Added: Decrease (Increase) in accounts receivable and amount due from factor
( 1,090,710 )
−Removed: (Increase) in inventories and assets held for sale
−Removed: Decrease (Increase) in prepaid expenses
−Removed: (Decrease) Increase in accounts payable and accrued expenses
+Added: Decrease (Increase) in inventories and assets held for sale
+Added: (Increase) Decrease in prepaid expenses
+Added: Decrease in accounts payable and accrued expenses
+Added: ( 2,179,879 )
Decrease in operating lease liability
−Removed: NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES
+Added: NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
( 1,048,612 )
+Added: INVESTING ACTIVITIES:
+Added: Proceeds from sale of assets
+Added: Decrease in trade accounts payable related to closing costs of sale
+Added: NET CASH PROVIDED BY INVESTING ACTIVITIES
FINANCING ACTIVITIES:
−Removed: Net borrowing (repayment) of line of credit - factor
−Removed: NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
−Removed: INCREASE (DECREASE) IN CASH
−Removed: CASH AT BEGINNING OF YEAR
−Removed: CASH AT END OF YEAR
−Removed: Supplemental information:
+Added: Cash dividend paid
+Added: ( 2,312,787 )
+Added: Issuance of Convertible Debt
+Added: Net (repayment) borrowing on line of credit - factor
+Added: ( 2,100,458 )
+Added: NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES
+Added: ( 1,913,245 )
+Added: INCREASE IN CASH
+Added: CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
+Added: CASH AND CASH EQUIVALENTS AT END OF YEAR
+Added: Supplemental information and Disclosure of Noncash Transactions:
Interest paid
+Added: Conversion of Convertible Debt to Common Stock
+Added: Non-cash transfer of inventory related to sale of a portion of the business
The accompanying notes are an integral part of these consolidated financial statements.
UNIVERSAL SAFETY PRODUCTS, INC.
−Removed: AND SUBSIDIARY
+Added: AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1 unchanged sentence
Nature of Business:
−Removed: Universal Safety Products, Inc.’s (the “Company”) formerly “Universal Security Instruments, Inc.” primary business during the period covered by this Annual Report, consisted primarily in the sale of smoke alarms and other safety products to retailers, wholesale distributors and to the electrical distribution trade which includes electrical and lighting distributors as well as manufactured housing companies.
−Removed: We also market products to the electrical distribution trade through our wholly owned subsidiary, Universal Safety Electric, Inc., formerly, USI Electric, Inc.
−Removed: (“Universal Electric”).
+Added: The Company’s primary business during the period covered by this Annual Report, consisted primarily in the sale of smoke alarms and other safety products to retailers, wholesale distributors and to the electrical distribution trade which includes electrical and lighting distributors as well as manufactured housing companies.
+Added: We also market products to the electrical distribution trade through our wholly owned subsidiary, Universal Safety Electric, Inc., (“Universal Electric”).
The Company imports all of its safety and other products from foreign manufacturers.
The Company, as an importer, is subject to tariffs which vary depending on types of products and country of origin, changes in economic and political conditions in the country of manufacture, potential trade restrictions and currency fluctuations.
+Added: In July 2025, we formed a wholly owned subsidiary called Universal DeFi LLC (“Universal DeFi”) as a new venture to diversify the business and explore new paths for revenue and stockholder value.
+Added: Universal DeFi is pursuing two lines of business.
+Added: First, Universal DeFi is developing and intends to own and operate a tokenization platform.
+Added: Second, subsequent to March 31, 2026, Universal DeFi acquired and commenced limited operations running licensed nodes and a validator on the Ault Blockchain.
+Added: As of the date of this report, Universal DeFi has no t generated any revenue.
+Added: Going Concern and Liquidity:
+Added: Universal Safety Products, Inc.
+Added: (the Company) prepares financial statements assuming it will continue operations, but reported a net loss of $ 2,485,763 for the fiscal year ended March 31, 2026, and has an accumulated deficit of $ 12,543,809 that create substantial doubt about its ability to continue as a going concern for at least one year and one day after the financial statements in this annual report are issued.
+Added: Sales were lower during the March 31, 2026 fiscal year since we sold our smoke and carbon monoxide alarm segment during the first fiscal quarter.
+Added: Sales were further negatively impacted by the increased import tariffs on all our products.
+Added: Our plans are to continue operations in the wiring device and bath fan segments of our business, and to develop an additional line of business, as more fully described herein, financed through the issuance of convertible debentures, of which $ 10,000,000 has been contracted subject to the lenders discretion.
+Added: However, these plans are not certain to succeed and the financial statements do not include adjustments that would be necessary if the Company cannot continue.
Assets Held for Sale:
1 unchanged sentence
(Feit) pursuant to which Feit agreed to acquire a portion of the Company’s business and the intangible assets of the Company for approximately $ 4,955,000 .
−Removed: The Company anticipates that it will record a gain from this transaction of between $ 2,000,000 and $ 2,750,000 .
−Removed: As more fully described in footnote B - Subsequent Events, on May 22, 2025, the Asset Purchase Agreement with Feit was completed.
+Added: On May 22, 2025, the Asset Purchase Agreement with Feit was completed and the Company recorded a gain from this transaction of $ 2,820,668 .
Accordingly, the assets held for sale in accordance with the Asset Purchase Agreement at March 31, 2025, are shown separately in these financial statements and valued at the lower of the assets carrying value or its fair value less selling cost.
−Removed: Revisions to Previously Issued Consolidated Financial Statements and Financial Information
−Removed: In connection with the preparation of its fiscal year 2025 financial statements, the Company identified errors in its Consolidated Balance Sheet and Consolidated Statements of Operations for the year ended March 31, 2024 .
−Removed: Specifically, the Company underestimated insurance expense for the fiscal year ended March 31, 2024, resulting from an insurance audit of contingently billed premiums.
−Removed: The Company also reclassified an amount between sales and cost of goods sold.
−Removed: Additionally, the Company underestimated the allowance for credit losses for the fiscal year ended March 31, 2024.
−Removed: The Company’s Consolidated Balance Sheet, and Consolidated Statements of Operations, and Consolidated Statements of Cash Flows for the fiscal year ended March 31, 2024, have been revised.
−Removed: The Company assessed the effect of the errors on prior periods under the guidance of Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No.
−Removed: 99, “Materiality,” codified in ASC 250, Accounting Changes and Error Corrections (“ASC 250” ).
−Removed: Based on its assessment, the Company determined that the error correction is not material to its previously issued financial statements.
−Removed: The correction does not have a material impact on the Company’s previously reported consolidated net income and financial position.
−Removed: Revisions of Previously Issued Audited Consolidated Financial Statements
−Removed: As discussed above, the identified errors did not have a material impact on the previously issued financial statements for the year ended March 31, 2024.
−Removed: The Company has determined it appropriate to revise the following financial statement line items in the Consolidated Balance Sheet, Consolidated Statement of Operations, and Consolidated Statement of Cash Flows for the year ended March 31, 2024.
−Removed: Consolidated Balance Sheet
−Removed: Accounts receivable
−Removed: Provision for credit losses
−Removed: Total Current Assets
−Removed: Accrued commissions and other
−Removed: Total Current Liabilities
−Removed: Accumulated Deficit
−Removed: ( 7,945,943 )
−Removed: ( 8,245,943 )
−Removed: Total Shareholders’ Equity
−Removed: Total Liabilities and Shareholders’ Equity
−Removed: Consolidated Statement of Operations
−Removed: ( 19,902,673 )
−Removed: ( 19,517,673 )
−Removed: Cost of Goods Sold
−Removed: Selling, General and Administrative expense
−Removed: Operating Loss
−Removed: Loss before income taxes
−Removed: Consolidated Statement of Cash Flows (Operating Activities)
−Removed: Allowance for credit losses
−Removed: Decrease in accounts receivable and amount due from factor
−Removed: Increase in accounts payable and accrued expenses
−Removed: Fair Value Measurements - We account for fair value of financial instruments in accordance with ASC 820, Fair Value Measurement , which defines fair value and establishes a framework to measure fair value and the related disclosures about fair value measurements.
+Added: Fair Value Measurements:
+Added: We account for fair value of financial instruments in accordance with ASC 820, Fair Value Measurement , which defines fair value and establishes a framework to measure fair value and the related disclosures about fair value measurements.
The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
15 unchanged sentences
Principles of Consolidation:
−Removed: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.
+Added: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.
All significant intercompany accounts and transactions have been eliminated in consolidation.
4 unchanged sentences
Actual results could differ from those estimates.
+Added: Cash and Cash Equivalents:
The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits.
The Company has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk with cash.
+Added: Cash equivalents include amounts invested in an institutional class treasury only portfolio.
Revenue Recognition:
21 unchanged sentences
Sales of safety alarms
−Removed: Sales of GFCI’s and ventilation fans
+Added: Sales of GFCI’s, ventilation fans, and other electrical devices
Accounts Receivable and Allowance for Credit Losses:
−Removed: The Company assigns the majority of its trade receivables on a pre-approved non-recourse basis to Merchant Factors Corporation (Merchant or Factor) under a factoring agreement on an ongoing basis.
+Added: The Company assigned the majority of its trade receivables on a pre-approved non-recourse basis to Merchant Factors Corporation (Merchant or Factor) under a factoring agreement that expired on February 26, 2026.
Factoring charges recognized on assignment of receivables are deducted from revenue in the consolidated statements of operations and amounted to $ 47,370 and $ 209,841 for the years ended March 31, 2026, and 2025, respectively.
Management considers amounts due from the Company’s factor to be “financing receivables”.
−Removed: Trade accounts receivable, foreign receivables, and receivables from our suppliers are not considered to be financing receivables At the time a receivable is assigned to our factor the credit risk associated with the credit worthiness of the debtor is assumed by the factor.
+Added: Trade accounts receivable, foreign receivables, and receivables from our suppliers are not considered to be financing receivables.
+Added: At the time a receivable is assigned to our factor the credit risk associated with the credit worthiness of the debtor is assumed by the factor.
The Company continues to bear any credit risk associated with delivery or warranty issues related to the products sold.
11 unchanged sentences
At March 31, 2026, and 2025, a provision for credit losses of $ 767,000 and $ 470,000 , respectively, has been provided for uncollectible trade accounts receivable.
−Removed: Management provided a provision for credit losses of $ 157,012 on March 31, 2023, and increased this provision by $ 377,988 to $ 535,000 on March 31, 2024, and decreased this provision by $ 65,000 to $ 470,000 on March 31, 2025.
−Removed: The Company increased its provision for credit losses to cover potential credit losses, however no amounts were ultimately written off during the fiscal years ended March 31, 2024, and 2025.
+Added: Management provided a provision for credit losses of $ 535,000 on March 31, 2024, and decreased this provision by $ 65,000 to $ 470,000 at March 31, 2025.
+Added: The Company increased its provision for credit losses to cover potential credit losses during the fiscal year ended March 31, 2026 to $ 767,000 , however no amounts were written off during the fiscal years ended March 31, 2026, and 2025.
Inventories are stated at the lower-of-cost (first in/first out method) or net realizable value.
1 unchanged sentence
These costs include freight, import duty, tariffs, and inspection fees.
−Removed: Expenses incurred for inventory quality control in the amount of approximately $ 45,000 and $ 45,000 , were absorbed in inventory for the fiscal years ended March 31, 2025, and 2024, respectively.
We evaluate inventories on a quarterly basis and write down inventory that is considered obsolete or unmarketable in an amount equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions.
+Added: An allowance for excess and obsolete inventory of $ 510,000 and $ 400,000 is provided as of March 31, 2026, and 2025, respectively.
Impairment of long-lived assets :
21 unchanged sentences
Claims for warranty replacement of products covered by the manufacturers have not been historically material.
−Removed: The Company has provided an allowance for warranty replacement of products of $ 25,000 for the fiscal years ended March 31, 2025, and 2024 that is included in accrued commissions and other on the consolidated balance sheet.
+Added: The Company has provided an allowance for warranty replacement of products of $ 0 , and $ 25,000 , respectively for the fiscal years ended March 31, 2026, and 2025 that is included in accrued commissions and other on the consolidated balance sheets.
Engineering and Product Development:
3 unchanged sentences
Shipping and handling costs associated with inbound freight are included in cost of goods sold.
−Removed: Shipping and handling costs associated with outbound freight are included in selling, general and administrative expenses and totaled $ 589,072 and $ 561,075 in fiscal years 2025 and 2024, respectively.
−Removed: Net Loss per Share:
−Removed: Basic net earnings (loss) per share is computed by dividing net earnings (loss) for the year by the weighted average number of common shares outstanding during the year.
+Added: Shipping and handling costs associated with outbound freight are included in selling, general and administrative expenses and totaled $ 131,145 and $ 589,072 in fiscal years ended March 31, 2026 and 2025, respectively.
+Added: Net Income (Loss) per Share:
+Added: Basic net income (loss) per share is computed by dividing net earnings (loss) for the year by the weighted average number of common shares outstanding during the year.
Diluted earnings (loss) per share is computed by dividing net income (loss) for the year by the weighted average number of common shares and common share equivalents outstanding (unless their effect is anti-dilutive) for the year.
6 unchanged sentences
Management determined that adoption of the guidance of the ASU did not have a material impact on the consolidated financial statements on the date of adoption or for the fiscal year ended March 31, 2024.
−Removed: Management has reviewed ASU 2023 - 07 related to segment reporting effective November 27, 2023.
−Removed: Management determined that adoption of the guidance of the ASU did not have a material impact on the consolidated financial statements for the fiscal year ended March 31, 2025.
−Removed: Recent Accounting Pronouncements Not Yet Adopted:
+Added: Recent Accounting Pronouncements:
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):
1 unchanged sentence
The guidance makes several other changes to the income tax disclosure requirements.
−Removed: The guidance in this ASU is effective for annual periods beginning after December 15, 2024.
−Removed: Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.
−Removed: The Company is currently evaluating the effect this ASU will have on its consolidated financial statements and footnote disclosures.
−Removed: NOTE B – SUBSEQUENT EVENTS
−Removed: On October 31, 2024, the Company entered into an Asset Purchase Agreement (Agreement) with Feit Electric Company, Inc.
−Removed: (Feit) pursuant to which Feit agreed to acquire a portion of the Company’s business and the intangible assets of the Company for approximately $ 4,955,000 .
−Removed: Under the terms of the Asset Purchase Agreement, the Company sold finished good inventories of $ 1,655,000 , and all of the Company’s fully amortized intangible assets including, but not limited to, all of the Company’s patents, trademarks, copyrights, and the trade name Universal Security Instruments, Inc.
−Removed: and USI Electric, Inc.
−Removed: The sale and charter amendment is subject to approval by the Company’s shareholders and was approved by the requisite vote at a special meeting of the Shareholders held on April 15, 2025.
−Removed: Accordingly, on May 22, 2025, the Company closed on the sale of the assets subject to the Asset Purchase Agreement and changed the name of the Company to Universal Safety Products, Inc.
−Removed: Further, the plan for a subsequent complete liquidation of the Company was not approved by the requisite vote of the stockholders of the Company, and accordingly, the Company is continuing in operation engaged in the sale of products other than smoke and carbon monoxide alarms, and continues to seek a strategic business combination to drive long-term value for our shareholders.
−Removed: The importation of certain wiring devices, carbon-monoxide alarms, and photo-electric alarms are currently subject to tariffs of 25 %, and subsequent to March 31, 2025 tariffs on these products increased to 55 %.
−Removed: The imposition of and modification of tariffs during the latter half of the current fiscal year ended March 31, 2025, and subsequent thereto, has increased uncertainty as to the short-term sustainability of importing products from our principal suppliers.
−Removed: If the Company is unable to import products at a competitive price point our sales could be adversely affected.
−Removed: The impact to the Company’s current and deferred income tax position that may be effected by changes to the Internal Revenue Code resulting from passage of the One Big Beautiful Bill Act, subsequent to the Company’s fiscal year ended March 31, 2025, has not been evaluated.
+Added: The guidance in this ASU is effective for annual reporting periods beginning after December 15, 2024, was adopted prospectively and did not have a material impact to the income tax disclosures.
+Added: NOTE B – CONVERTIBLE DEBENTURES
+Added: On August 13, 2025, the Company entered into a Securities Purchase Agreement with SJC Lending, LLC (SJC), in which the Company agreed to sell SJC convertible promissory notes in three separate closings of 8 % convertible notes in various principal amounts up to $ 2,750,000 in the aggregate.
+Added: The closing on the initial tranche, which occurred on August 13, 2025, consisted of the issuance of a convertible note to SJC in the principal amount of $ 1,100,000 , for a purchase price of $ 1,000,000 .
+Added: An additional convertible note to SJC representing the planned second and third tranches was closed on September 25, 2025, in the principal amount of $ 1,650,000 , for a purchase price of $ 1,500,000 .
+Added: The Company paid $ 20,000 out of the proceeds of the notes for legal fees and expenses related to the Agreement.
+Added: The notes mature in one year on August 13, 2026, and September 25, 2026, respectively, if not previously converted, and are convertible into shares of common stock at a discounted price amounting to 80 % of the lowest volume weighted average price occurring in the ten -business day period prior to the conversion date.
+Added: SJC may convert any or all of the unpaid principal amount prior to the maturity date, however $ 500,000 of the unpaid principal must be converted to common stock on the date of maturity.
+Added: The notes bear interest from the date of issuance at 8 % of the face amount of the notes and amounted to $ 105,763 for the fiscal year ended March 31, 2026.
+Added: Of the original issue discount of $ 250,000 , interest expense of $ 168,630 has been recorded for the fiscal year ended March 31, 2026.
+Added: In addition, further amortization of the original issue discount amounting to $ 44,013 was recorded as interest expense during the fiscal year ended March 31, 2026, for the portion of the convertible debt that remained outstanding.
+Added: At March 31, 2026, unamortized original issue discount of $ 37,357 was presented as a reduction of the remaining convertible debentures.
+Added: During the fiscal year ended March 31, 2026, convertible debt and accrued interest thereon in the amount of $ 1,974,145 was converted to 530,000 shares of common stock.
+Added: Our outstanding convertible notes are indexed to our stock.
+Added: Accordingly, the convertible notes are accounted for using the amortized cost method with bifurcation of the derivative component being recognized in our condensed consolidated balance sheets as derivative instruments under the provisions of ASC 815-40-15, “Derivatives and Hedging Contracts in Entity’s Own Equity – Scope and Scope Exceptions”.
+Added: The notes payable are recorded including the fair value of the derivative component on the date of issuance with changes in fair value of the derivative portion being recognized as a gain or loss for each reporting period thereafter, and the remainder of the convertible notes being accounted for using the amortized cost method with bifurcation of the derivative component, as discussed above.
+Added: The derivative portion of the notes were recorded at fair value on the date of issuance, using the Binomial valuation model, and accordingly, an original derivative liability of $ 309,000 and $ 458,000 was recorded on August 13, 2025, and September 25, 2025, respectively.
+Added: The fair value of this liability is determined each reporting period and gains and losses are recognized in the statement of operations under “Other Income (Expense)”.
+Added: The fair value of the derivative liability of the notes payable is $ 309,000 at March 31, 2026.
+Added: Other expense of $ 75,000 , has been recorded during the fiscal year ended March 31, 2026 reflecting an increase in the fair value of the derivative component of the liability, after redemptions, for the period from the original issuance of the notes payable to March 31, 2026.
+Added: Fair Value of Financial Instruments
+Added: The accounting standards regarding the fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.
+Added: The Company considers the carrying amount of cash and other current assets and liabilities to approximate their fair values because of the short period of time between the origination of such instruments and their expected realization.
+Added: The Company has also adopted ASC 820-10, “Fair Value Measurements” which defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures.
+Added: The three levels are defined as follows:
+Added: ● Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
+Added: ● Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
+Added: ● Level 3 – Inputs to valuation methodology are unobservable and significant to the fair value.
+Added: The carrying amounts of our financial instruments, including cash, cash investments, accounts payable, and accrued expenses approximate fair value because of their generally short maturities.
+Added: The Company’s financial instruments are measured at amortized cost when the fair value option is not elected.
+Added: We measured the fair value of the derivative portion of the convertible notes by using the Binomial Valuation model.
+Added: As of March 31, 2026, the assumptions used to measure fair value of the liability embedded in our outstanding notes included an exercise price of $ 3.92 per share, a common share market price of $ 5.16 , a discount rate of 3.68 %, and a volatility of 105 %, for the remaining portion of the note issued in September 2025.
+Added: The following table sets forth, by level within the fair value hierarchy, our financial instrument liabilities as of March 31, 2026.
+Added: Derivative Component of Convertible Debenture
+Added: The following table sets forth a summary of changes in the fair value of our Level 3 financial instrument liability for the fiscal year ended March 31, 2026.
+Added: Balance March 31, 2025
+Added: Additions to derivative liabilities
+Added: Change in fair value of derivative component of convertible debt
+Added: Conversions to equity
+Added: Balance March 31, 2026
NOTE C – SHORT-TERM BORROWINGS AND CREDIT ARRANGEMENTS
The Company entered into an Agreement with Merchant Financial Group (Merchant) for the purpose of factoring the Company’s trade accounts receivable.
−Removed: Under the Agreement the Company may borrow eighty percent ( 80 %) of eligible accounts receivable.
−Removed: The Agreement, as supplemented, provides for additional financing at the sole discretion of Merchant to be secured by inventory.
−Removed: The Agreement, which was extended and expires on January 6, 2026 , provides for continuation of the program for successive two-year periods until terminated by one of the parties to the Agreement.
−Removed: The amount available to borrow from Merchant is approximately $ 348,000 , and $ 610,000 , at March 31, 2025 and 2024, respectively.
−Removed: Advances on factored trade accounts receivable are secured by all assets, are repaid periodically as collections are made by Merchant but are otherwise due upon demand, and bear interest at the prime commercial rate of interest, as published, plus two percent (effective rate 9.5 % and 10.5 % at March 31, 2025, and 2024, respectively).
−Removed: Advances under the Agreement are made at the sole discretion of Merchant, based on their assessment of the receivables and inventory, and our financial condition at the time of each request for an advance.
−Removed: At March 31, 2025, and 2024 there was $ 2,100,458 and $ 768,853 borrowed and outstanding under the factoring agreement, respectively.
−Removed: During the fiscal year ending March 31, 2024, a temporary provision by Merchant to provide additional funding of up to $ 500,000 , characterized by Merchant as an over advance, and that provided funding up to one hundred percent ( 100 %) of eligible accounts receivable, expired.
−Removed: In June 2024, Merchant approved additional funding via an overadvance of up to $ 1,600,000 secured by inventory.
+Added: Under the Agreement, which was terminated on February 26, 2026, the Company could borrow eighty percent ( 80 %) of eligible accounts receivable.
+Added: The Agreement, as supplemented, provided for additional financing at the sole discretion of Merchant to be secured by inventory.
+Added: The amount available to borrow from Merchant was approximately $ 348,000 , at March 31, 2025.
+Added: Advances on factored trade accounts receivable were secured by all assets, were repaid periodically as collections were made by Merchant and were otherwise due upon demand, and bore interest at the prime commercial rate of interest, as published, plus two percent (effective rate 9.5 % at March 31, 2025).
+Added: Advances under the Agreement were made at the sole discretion of Merchant, based on their assessment of the receivables and inventory, and our financial condition at the time of each request for an advance.
+Added: At March 31, 2025, there was $ 2,100,458 borrowed and outstanding under the factoring agreement.
Under the Agreement, the Company assigned receivables of $ 3,691,347 and $ 23,513,973 during the years ended March 31, 2026, and 2025, respectively.
−Removed: The uncollected balance of receivables held by the factor amounted to $ 3,666,790 and $ 2,202,663 at March 31, 2025, and 2024.
−Removed: Included in the uncollected balance of receivables held by the factor are amounts classified by the factor as amounts at client risk of approximately $ 545,000 and $ 372,000 at March 31, 2025, and 2024, respectively.
−Removed: Collected cash maintained on deposit with the factor earns interest at the factor’s prime rate of interest less 2.5 percent (effective rate of 5.0 % and 6.0 % at March 31, 2025, and 2024, respectively.) There was no cash on deposit with the Factor at March 31, 2025, or 2024.
−Removed: NOTE D – PROPERTY AND EQUIPMENT AND RIGHT OF USE ASSET - NET
−Removed: Property and equipment are recorded at cost, less accumulated depreciation and amortization.
−Removed: Depreciation and amortization are provided by using the straight-line method based on estimated useful lives.
−Removed: Expenditures for major betterments that extend the useful life of property and equipment are capitalized.
−Removed: Repair and maintenance costs are expensed as incurred.
−Removed: When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in the results of operations.
−Removed: Right-of-use lease assets of $ 0 and $ 155,763 , net , are included in leasehold improvements in Property and Equipment on the Consolidated Balance Sheets as of March 31, 2025, and 2024, respectively.
−Removed: The estimated useful lives for financial reporting purposes are as follows:
−Removed: Right of Use Asset
−Removed: Term of lease
−Removed: Machinery and equipment
−Removed: 5 to 10 years
−Removed: Furniture and fixtures
−Removed: 5 to 15 years
−Removed: Computer equipment
−Removed: Property and equipment consist of the following:
−Removed: Right of Use Asset
−Removed: Machinery and equipment
−Removed: Furniture and fixtures
−Removed: Computer equipment
−Removed: Less accumulated depreciation
−Removed: ( 1,874,287 )
−Removed: ( 1,714,631 )
−Removed: Depreciation and the amortization of intangibles totaled $ 159,656 which includes $ 155,763 of amortization of right-of-use lease asset for fiscal year ended March 31, 2025.
−Removed: For the fiscal year ended March 31, 2024, depreciation expense totaled $ 163,457 which included $ 155,764 of amortization of right-of-use lease asset.
+Added: The uncollected balance of receivables held by the factor amounted to $ 3,666,790 at March 31, 2025.
+Added: Included in the uncollected balance of receivables held by the factor were amounts classified by the factor as amounts at client risk of approximately $ 545,000 at March 31, 2025.
+Added: Collected cash maintained on deposit with the factor earned interest at the factor’s prime rate of interest less 2.5 percent (effective rate of 5.0 % at March 31, 2025).
+Added: There was no cash on deposit with the Factor at March 31, 2025.
+Added: NOTE D – STOCK BASED COMPENSATION
+Added: In October 2025, the stockholders approved the Company’s 2025 Non-Qualified Stock Incentive Plan (the “Plan”).
+Added: Under the terms of the Plan, 1,000,000 shares are reserved for the granting of stock options.
+Added: Under the provisions of the Plan, a committee of the Board of Directors determines the option price and dates exercisable.
+Added: During August 2025, the compensation committee granted two hundred twenty-five thousand ( 225,000 ) stock options subject to shareholder approval of the Plan, which was approved in October 2025 as mentioned above, at an option price of $ 3.40 per share.
+Added: These options became fully vested upon shareholder approval.
+Added: We account for share-based payments using the fair value method.
+Added: We recognize all share-based payments to employees and non-employee directors in our financial statements based on their effective date fair values, calculated using the Black-Scholes option pricing model.
+Added: Based on shareholder approval of the Plan on October 20, 2025, and due to the fully vested component of the stock option grants, compensation expense of $ 896,700 was recognized during the fiscal year ended March 31, 2026.
+Added: The expected term of the stock options granted is estimated to be five years from the effective date of the grant based on the simplified safe harbor calculation provided under ASC 718-10-55-20 and 21.
+Added: The expected volatility of the options granted was determined based on the Company’s stock price over a five-year look-back period and resulted in an expected volatility of 103.68 %.
+Added: The risk-free interest rate of 3.579 % was determined using the yield available for zero-coupon U.S.
+Added: government issues with a remaining term equal to the expected term of the options.
+Added: The intrinsic value of the issued and outstanding options at March 31, 2026 is $ 472,500 and the weighted average remaining life is approximately four years and five months .
+Added: The company has not paid a dividend, other than a special one-time dividend paid as a result of the sale of a line of business, and as such, the dividend yield is considered to be zero .
+Added: The following table summarizes the status of stock options at March 31, 2026, and option transactions for the year then ended:
+Added: Status as of March 31, 2026
+Added: Number of Options
+Added: Presently exercisable
+Added: Outstanding options as of March 31, 2025
+Added: Grant 1 – October 20, 2025 (Effective date)
+Added: Weighted average exercise price per option
+Added: Outstanding, vested, and exercisable options as of March 31, 2026
NOTE E – LEASES
The Company is a lessee in lease agreements for office space.
−Removed: Certain of the Company’s leases contain provisions that provide for one or more options to terminate or extend the lease at the Company’s sole discretion.
−Removed: The Company’s leases are comprised of fixed lease payments, with its real estate leases including lease payments subject to a rate or index which may be variable.
−Removed: Certain real estate leases also include executory costs such as common area maintenance (non-lease component).
+Added: The real estate lease for the office and warehouse located in Baltimore County, Maryland also includes executory costs such as common area maintenance (non-lease component).
As a practical expedient permitted under ASC 842, the Company has elected to account for the lease and non-lease components as a single lease component.
1 unchanged sentence
Lease payments, which may include lease components and non-lease components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable lease amounts based on a rate or index (fixed in substance) as stipulated in the lease contract.
−Removed: Effective April 2025, we extended our operating lease for a 15,000 square foot office and warehouse located in Baltimore County, Maryland to expire in October 2025.
−Removed: No option to continue the lease beyond October 2025 has been provided in the lease extension.
−Removed: Monthly rental expense, with common area maintenance, currently approximates $ 15,000 .
−Removed: The Company maintains an operating lease for office space in Naperville, Illinois.
−Removed: This lease, consisting of 3,400 square feet, and renews on a month-to-month basis and expired on June 30, 2025.
−Removed: The Company did no t renew the lease upon expiration.
−Removed: The monthly rental, with common area maintenance, was approximately $ 4,900 per month during the current fiscal year.
+Added: Our operating lease for a 15,000 square foot office and warehouse located in Baltimore County, Maryland has been extended various times with the latest extension occurring subsequent to March 31, 2026, on May 14, 2026, extending the lease on a month-to-month basis until December, 2026.
+Added: No option to continue the lease beyond December 2026 has been provided in the lease extension.
+Added: Monthly rental expense, with common area maintenance, is approximately $ 15,000 .
+Added: The Company maintained an operating lease for office space in Naperville, Illinois.
+Added: This lease consisting of 3,400 square feet, renewed on a month-to-month basis, and expired on June 30, 2025.
+Added: The monthly rental, with common area maintenance, was approximately $ 4,900 per month during the lease term.
Rent expense, including common area maintenance, totaled approximately $ 211,000 and $ 296,000 for the years ended March 31, 2026, and 2025, respectively.
None of the Company’s lease agreements contain any residual value guarantees or material restrictive covenants.
−Removed: Right-of-use assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments as specified in the lease.
−Removed: Right-of-use assets and lease liabilities related to the Company’s operating leases are recognized at the lease commencement date based on the present value of the remaining lease payments over the lease term.
−Removed: When the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available surrounding the Company’s borrowing rates at the lease commencement date in determining the present value of lease payments.
−Removed: The right-of use asset also includes any lease payments made at or before lease commencement less any lease incentives.
−Removed: As of March 31, 2025, the Company had right-of-use assets of $ 0 and lease liabilities of $ 13,330 related to its operating leases.
−Removed: Right-of-use assets are included in property and equipment, net, on the consolidated balance sheet and lease liabilities related to the Company’s operating leases are included in short-term and long-term lease liability on the consolidated balance sheet.
−Removed: As of March 31, 2025, the Company’s weighted-average remaining lease term and weighted-average discount rate related to its operating leases is one month and 5.5 %, respectively.
−Removed: During the fiscal year ended March 31, 2025, and 2024 the operating lease costs related to the Company’s operating leases amounted to $ 159,656 , and $ 184,056 respectively, which is included in selling, general and administrative expense in the consolidated statements of operations.
−Removed: As of March 31, 2024, the Company had right-of-use assets of $ 159,656 and lease liabilities of $ 172,072 related to its operating leases.
−Removed: Right-of-use assets are included in property and equipment, net, on the consolidated balance sheet and lease liabilities related to the Company’s operating leases are included in short-term and long-term lease liability on the consolidated balance sheet.
−Removed: As of March 31, 2024, the Company’s weighted-average remaining lease term and weighted-average discount rate related to its operating leases is one year and one month , and 5.5 %, respectively.
−Removed: The future minimum payments under operating leases were as follows at March 31, 2025:
−Removed: Fiscal Year 2026
−Removed: Total operating lease payments
−Removed: amounts representing interest
−Removed: Present value of net operating lease payments
−Removed: current portion
−Removed: Long-term portion of operating lease obligations
NOTE F – INCOME TAXES
9 unchanged sentences
Management reviews net operating loss carry-forwards and income tax credit carry-forwards to evaluate if those amounts are recoverable.
−Removed: The Company expects to utilize $ 1,765,000 of the operating loss carry-forwards to offset the expected taxable income on the sale of a portion of the Company’s business with the filing of its tax returns for the fiscal year ending March 31, 2026.
−Removed: Accordingly, $ 361,000 of the allowance for deferred tax assets was reversed for the fiscal year ended March 31, 2025.
In addition, after a review of projected taxable income, remaining components of the deferred tax asset, and current global economic conditions, it was determined that it is more likely than not, that the tax benefits associated with the remaining components of deferred tax assets after the sale of a portion of the business, will not be realized.
5 unchanged sentences
Years ended March 31,
−Removed: Federal tax (benefit) at statutory rate ( 20.0 %) before loss carry-forward
+Added: Federal (benefit) tax at statutory rate before loss carry-forward
Permanent and other differences
−Removed: State income tax benefit – net of federal effect
+Added: State income tax provision (benefit) – net of federal effect
Change in deferred tax asset valuation allowance
−Removed: Current income tax benefit
+Added: Current income tax provision (benefit)
The individual components of the Company’s deferred tax assets are as follows:
10 unchanged sentences
It is the opinion of management, based on consultation with legal counsel, that there are no outstanding material claims outside of the normal course of business.
−Removed: The Company’s employment agreement with its CEO (the “CEO Agreement”) requires the Company to make certain post-employment payments to the CEO in the event of his termination following a change in control, death, disability, non-renewal, or resignation under terms of the CEO Agreement.
−Removed: Additionally, the CEO Agreement requires the Company to make post-employment payments, which can range from approximately $ 74,000 to $ 1,640,000 , dependent upon the controlling event, as discussed above.
−Removed: In July 2024, the Company renewed the CEO Agreement through July 31, 2025.
+Added: The Company’s employment agreement with its CEO (the “CEO Agreement”), dated October 1, 2025 and expiring on July 31, 2027, provides for certain milestone payments based on future capital investment in the Company and requires the Company to make certain post-employment payments to the CEO in the event of his termination following a change in control, death, disability, or resignation under terms of the CEO Agreement.
NOTE H - CONCENTRATIONS
−Removed: The Company is primarily a distributor of safety products for use in home and business under both its trade names and private labels for other companies.
−Removed: The Company had two customers during the fiscal year ended March 31, 2025, that represented 21.7 %, and 14.9 % of the Company’s net sales.
−Removed: These two customers represented 17.3 % and 13.5 % respectively, of the Company’s accounts receivable at March 31, 2025.
−Removed: The Company had three customers during the fiscal year ended March 31, 2024, that represented 13.7 %, 13.7 %, and 10.6 % of the Company’s net sales.
−Removed: The Company had no customers in the fiscal year ended March 31, 2024, that represented greater than 10% of the Company’s accounts receivable.
−Removed: The Company acquires all the smoke alarm and carbon monoxide alarm safety products that it sells from Eyston Company, Ltd.
−Removed: Products manufactured for us by Eyston amounted to approximately 96.3 % and 84.3 % of our purchases for the fiscal years ended March 31, 2025, and 2024, respectively.
+Added: The Company is primarily a distributor of safety products for use in home and business.
+Added: The Company had three customers during the fiscal year ended March 31, 2026, that represented 13.0 %, 12.5 %, and 10.8 % of the Company’s net sales, respectively.
+Added: The Company had three customers in the fiscal year ended March 31, 2026, that represented 20.0 %, 19.0 %, and 10.0 % of the Company’s accounts receivable, respectively.
+Added: The Company had two customers during the fiscal year ended March 31, 2025, that represented 21.7 %, and 14.9 % of the Company’s net sales, respectively.
+Added: These two customers represented 17.3 % and 13.8 % of the Company’s accounts receivable at March 31, 2025, respectively.
+Added: The Company acquired one hundred percent ( 100 )% of the smoke alarm and carbon monoxide alarm safety products that it sold from Eyston Company, Ltd.
+Added: Products manufactured for us by Eyston amounted to approximately 82.6 % and 96.3 % of our total purchases for the fiscal years ended March 31, 2026, and 2025, respectively.
At March 31, 2026, and 2025, the Company had accounts receivable due from Eyston of $ 0 and $ 114,204 , respectively.
14 unchanged sentences
Grossblatt at any point during the fiscal year ended March 31, 2026, and 2025 may include amounts submitted for personal expense reimbursement and amounts paid by Mr.
−Removed: Grossblatt for inventory purchases or other company expenses and amounted to approximately $ 285,000 and $ 276,000 , respectively, and the amount outstanding at March 31, 2025, and 2024 is approximately $ 0 and $ 0 , respectively.
−Removed: NOTE K – INTANGIBLE ASSET - NET
−Removed: Intangible assets consist of legal expenses of $ 89,434 incurred in obtaining and perfecting patents used by the Company in newly developed detector technology and are capitalized for financial statement purposes.
−Removed: Upon issuance, patents are amortized on a straight-line basis over twenty years .
−Removed: Amortization expense for the fiscal year ended March 31, 2025, and 2024 was $ 4,470 and $ 4,474 , respectively.
−Removed: Accumulated amortization at March 31, 2025, and 2024 was $ 62,605 and $ 58,133 , respectively.
−Removed: Amortization expense for the next five years is expected to be $ 4,472 per fiscal year through 2030.
+Added: Grossblatt for inventory purchases or other company expenses and amounted to approximately $ 23,000 and $ 285,000 , respectively.
+Added: There were no amounts due to Mr.
+Added: Grossblatt at March 31, 2026, and 2025.
+Added: NOTE K – SUBSEQUENT EVENTS
+Added: On May 15, 2026, the remaining outstanding convertible debt with accrued interest thereon, amounting to $ 886,872 was converted to 185,576 shares of common stock.
+Added: On June 12, 2026, the Company entered into an agreement with SJC Lending LLC (SJC) in which the Company agreed to sell SJC convertible promissory notes in the aggregate principal amount of $ 10,000,000 .
+Added: The agreement provides that the notes shall be issued through eleven separate tranche closings, provided however, that SJC has the ability, exercisable in its sole discretion, to purchase any principal face amount of Convertible Notes prior to the dates of the tranche closings provided for in the Agreement.
+Added: Pursuant to the Agreement, the initial tranche occurred on June 12, 2026 consisting of a Convertible Note in the principal face amount of $ 1,060,000 for a purchase price of $ 1,000,000 .
+Added: On June 30, 2026, Universal DeFi entered into a node revenue sharing agreement (the “Revenue Sharing Agreement”) with Ault Capital Group, Inc.
+Added: (“Ault Capital Group”), in its capacity as authorized agent for Ault DAO LLC.
+Added: Ault Capital Group is a wholly owned subsidiary of Hyperscale Data.
+Added: The Revenue Sharing Agreement acknowledges that on April 6, 2026, Ault Capital Group transferred, assigned, and activated, to Universal DeFi 125,000 Node Licenses and the right to operate one validator, together with the wallet holding all reward tokens earned by such Node Licenses and operating as a validator.
+Added: In consideration of the transfer and delivery of the Node Licenses, Universal DeFi will pay Ault Capital Group a revenue share equal to 25 % of net proceeds (as defined in the Revenue Sharing Agreement as the net cash, cryptocurrency, stablecoin, and other proceeds actually received by Universal DeFi from the sale of tokens and rewards generated by the Node Licenses, less applicable transaction fees), and Universal DeFi will retain the remaining 75 % of net proceeds (the “Revenue Share”).
+Added: The Revenue Share is payable solely from, and only to the extent of, net proceeds actually received by Universal DeFi, and in no event is Universal DeFi required to make any payments to Ault Capital Group other than from the net proceeds and pursuant to the revenue share.
+Added: Ault Capital Group’s right to receive the Revenue Share, and Universal DeFi’s obligation to pay it, terminate once Ault Capital Group has received cumulative Revenue Share payments totaling $ 93,750,000 .
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.