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Item 9A. Controls and Procedures

2025-07-29 compared with 2024-07-12 · 562 added, 132 removed, 348 unchanged (67% of the section changed)

13 unchanged sentences

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.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of March 31, 2024, because of a material weakness in internal control over financial reporting as discussed below.

Material weaknesses arose during the fiscal years ended March 31, 2024, and 2023, in the management review controls over classification of and disclosure of amounts within the financial statements.

The Company plans to remediate the material weakness by clarification of the classification of amounts and inclusion of the required disclosures.

Material weaknesses arose during the fiscal years ended March 31, 2024, and 2023, in the management review controls over the classification of and accounting for income taxes.

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.

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.

The Company plans to remediate the material weakness by adding additional personnel to the accounting function.

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.

The material weaknesses continue to exist during the fiscal year ended March 31, 2025.

The Company plans to remediate the material weakness by clarification of the classification of amounts and inclusion of the required disclosures.

Material weaknesses arose during the fiscal year ended March 31, 2024, in management’s review and control over documentation supporting entries posted to the Company’s general ledger.

The Company plans to remediate the material weakness by implementing procedures to improve documentation used to support entries to the Company’s general ledger.

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.

The Company plans to remediate the material weakness by engaging an independent expert to review the Company’s current and deferred tax provisions.

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.

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.

Changes in Internal Control over Financial Reporting

Except for the material weaknesses 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 quarter ended March 31, 2024.

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.

OTHER INFORMATION

N o t a p p licable.

Trading Plans

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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information with respect to the identity and business experience of the directors of the Company and their remuneration set forth in the section captioned “Election of Directors” in the Company’s definitive Proxy Statement filed pursuant to Regulation 14A and issued in conjunction with the 2024 Annual Meeting of Shareholders (the “Proxy Statement”) is incorporated herein by reference.

The information with respect to the identity and compensation of executive officers of the Company is in the Company’s definitive Proxy Statement filed pursuant to Regulation 14A and issued in conjunction with the 2024 Annual Meeting of Shareholders is incorporated herein by reference.

The information with respect to the Company’s Audit Committee is incorporated herein by reference to the section captioned “Corporate Governance” in the Proxy Statement.

The information with respect to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the section captioned “Compliance with Section 16(a) of the Exchange Act” in the Proxy Statement.

The information with respect to the Company’s Code of Ethics is incorporated herein by reference to the section captioned “Code of Ethics” in the Proxy Statement.

Directors and Executive Officers

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.

As of March 31, 2025, the Board consisted of four directors.

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.

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.

Current Board

Term to Expire

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.

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.

Current Board

Term to Expire

Presented below is certain information concerning the Company’s directors and executive officers.

Unless otherwise stated, all of these individuals have held the positions indicated for at least the past five years.

Ault, III has served as a director of our company since May 2025.

Since January 2021, Mr.

Ault has served as the Executive Chairman of HDI.

Between December 2017 and January 2021, Mr.

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.

Ault served as the Executive Chairman of HDI.

Ault has served as a director of Alzamend Neuro, Inc., an issuer listed on Nasdaq (“Alzamend”), since January 2024.

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.

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.

Since January 2024, Mr.

Ault served as the Chairman and Chief Executive Officer of RiskOn International, Inc., an issuer quoted on the OTCPK (“ROI”).

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”).

Ault has served as Chairman and Chief Executive Officer of A&C since December 2015.

Between September 2014 and March 2025, Mr.

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”).

Since January 2011, Mr.

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.

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.

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.

Bormel is also a former chief financial officer of the Company.

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.

Nisser has served as a director of our company since May 2025.

Since May 2019, Mr.

Nisser has served as the Executive Vice President and General Counsel of HDI and as one of its directors since September 2020;

he became HDI’s President on January 12, 2021.

Nisser has served as Alzamend’s Executive Vice President and General Counsel on a part-time basis since May 2019.

Nisser was appointed as a director of Alzamend Since March 2023, Mr.

Nisser has served as the President, General Counsel and director of ROI.

Between February 2021 and October 2024, Mr.

Nisser served as the President, General Counsel and a director of Ault Disruptive.

Between April 2023 and August 2024, Mr.

Nisser served as a director of RIME.

Between May 2019 and March 2025, Mr.

Nisser served as the Executive Vice President and General Counsel of Avalanche.

Between December 15, 2021 and March 16, 2022, Mr.

Nisser served as Chief Executive Officer and on the board of directors of TurnOnGreen, Inc.

Nisser has served as a President, General Counsel and a director of A&C since May 2019.

From October 2011 through April 2019, Mr.

Nisser was an associate and subsequently a partner with Sichenzia Ross Ference LLP, a law firm in New York.

While with this law firm, his practice was concentrated on national and international corporate law, with a particular focus on U.S.

securities compliance, public as well as private M&A, equity and debt financings and corporate governance.

Nisser received his B.A.

degree from Connecticut College, where he majored in International Relations and Economics.

He received his LL.B.

from University of Buckingham School of Law in the United Kingdom.

Cary Luskin has been in the retail electronics business since 1978.

Since 1998, Mr.

Luskin has been President of The Big Screen Store, Inc., a chain of large-screen television retail stores.

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.

Huff was appointed Chief Financial Officer of the Company in August 2004 and Secretary and Treasurer in October 2004.

Corporate Governance

Board of Directors .

During the fiscal year ended March 31, 2025, the Board convened three times.

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.

Board members are expected to attend the Annual Meeting of Shareholders if available, and two directors attended the 2024 Annual Meeting of Shareholders.

The Board has the following committees, each of which meets at scheduled times:

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.

The members of the Audit Committee during the fiscal year ended March 31, 2025 were Mr.

Bormel (Chairman), Dr.

None of the Audit Committee members is an employee of the Company and each is independent under existing NYSE MKT and SEC requirements.

The Board has examined the SEC’s definition of “audit committee financial expert” and determined that Mr.

Bormel satisfies this definition.

Accordingly, Mr.

Bormel has been designated by the Board as the Company’s audit committee financial expert.

During the fiscal year ended March 31, 2025, the Audit Committee met four times.

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.

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.

The Board has not adopted a charter with respect to the nominating committee function.

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.

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.

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.

The Board of Directors will apply the same criteria to nominees recommended by shareholders as those recommended by the full Board.

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 .

The Board’s Compensation Committee consists of Mr.

Luskin (Chairman), Dr.

Bormel, none of whom is an employee of the Company and each of whom is independent under existing NYSE MKT and SEC requirements.

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.

The Compensation Committee met one time during the fiscal year ended March 31, 2025.

Code of Ethics

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.

The Code of Ethics is posted on the Company’s website, www.universalsecurity.com , under the “Investor Relations” tab.

Policies on Ownership, Insider Trading, 10b5-1 Plans and Hedging

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.

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.

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.

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.

We have not adopted any hedging policies.

Involvement in Certain Legal Proceedings

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:

● been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

● 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;

● 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;

● 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;

● 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.

* Please see the press release issued by HDI on August 15, 2023.

EXECUTIVE COMPENSATION

The information required by this item is incorporated herein by reference to the sections captioned “Director Compensation” and “Executive Compensation” in the Proxy Statement.

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

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.

Principal Position

President and CEO

Secretary/Treasurer/CFO

Glenda Anderson,

Sales Manager

Phillip Haigh

Sales Manager

(1) All other compensation for Mr.

Grossblatt for 2025 and 2024, respectively, includes employer 401(k) contributions of $40,815 and $40,815, medical reimbursement and health insurance premiums of $33,029 and $24,870, group life and disability premiums of $6,298 and $4,625, and auto lease value of $852 and $852.

(2) All other compensation for Mr.

Huff for 2025 and 2024, respectively, includes employer match of 401(k) contributions of $6,000 and $6,000, group life and disability premiums of $4,599 and $4,630 and auto lease value or reimbursement allowance of $7,800 and $7,800.

(3) All other compensation for Ms.

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.

All other compensation for Mr.

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.

The Company’s compensation program for each of its named executive officers consists of the following elements:

Base Salary .

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.

The base salary of our PEO is contractual, and all salaries are reviewed annually.

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.

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.

The Compensation Committee may recommend to the Board that annual bonuses be paid based on accomplishments that exceed expectations during the fiscal year.

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.

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.

While total shareholder return factors into Compensation Committee discussions, annual bonus considerations are not tied to shareholder return.

The C o mpany has a defined contribution profit sharing plan covering eligible employees.

The Plan is voluntary with respect to participation and is subject to the provisions of ERISA.

The plan provides for participant contributions of up to 25% of annual compensation, as defined by the plan.

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%).

The Company may contribute an additional amount from its profits as authorized by the Board.

The Company made no additional contributions in fiscal 2025.

Participants in the plan are immediately vested in their and the Company’s contributions, plus actual earnings thereon.

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.

Stock Incentive Plan

Executive Employment Agreements

The Chief Executive Officer’s compensation is governed largely by his employment agreement with the Company, originally effective April 1, 2002, as amended.

The current employment agreement expires on July 31, 2025.

The employment agreement currently provides that Mr.

Grossblatt’s base annual salary (since April 1, 2007) is $352,000.

Additionally, Mr.

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:

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.

Grossblatt is also entitled to life, health and disability insurance benefits, medical reimbursement, automobile allowance, and Company paid retirement plan contributions.

If the Employment Agreement is not renewed by the Company or is terminated by Mr.

Grossblatt for good reason, Mr.

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.

Grossblatt’s employment is terminated following or in anticipation of a “change of control” of the Company, Mr.

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.

Grossblatt’s last bonus plus three times Mr.

Grossblatt’s last 12 months base salary and bonus.

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.

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.

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.

If the Employment Agreement is terminated by the Company due to Mr.

Grossblatt’s death, Mr.

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.

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.

If the Employment Agreement is terminated by the Company due to Mr.

Grossblatt’s disability, Mr.

Grossblatt is entitled to the continuation of the payment of his base salary for the balance of the term, reduced by any group or individual disability income insurance benefits the premiums for which are paid for by the Company and Social Security disability benefits paid to Mr.

In addition, Mr.

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.

The Employment 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.

Potential Payments upon Termination or Change in Control

The table below shows the estimated incremental value transfer to Harvey B.

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.

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.

The tables below assume that such termination occurred on March 31, 2025, the last day of the Company’s 2025 fiscal year.

The Company’s stock price on the last business day of its 2025 fiscal year was $1.78.

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.

The estimated amounts listed below are in addition to any other benefits that are available to employees generally.

minus benefits

Health Benefits

401(k) Contribution

(1) Limited to 2.99 times Mr.

(2) Lump sum payment equal to Mr.

Grossblatt’s last 12 months base salary and bonus.

(3) The aggregate of the health benefits for the first three years following the termination.

(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.

Grossblatt remained employed by the Company.

(5) Lump sum payment equal to Mr.

Grossblatt’s annual base salary for the balance of the employment period and last bonus, plus three times Mr.

Grossblatt’s last 12 months base salary and bonus limited to 2.99 times Mr.

Grossblatt’s average annual taxable compensation.

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.

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.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We do not have any formal policy that requires us to grant, or avoid granting, equity-based compensation to our executive officers at certain times.

The timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date).

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.

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.

Advisory Vote on Executive Compensation

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.

An advisory vote on executive compensation is held every year.

Director Compensation

During the Company’s fiscal year ended March 31, 2025, Mr.

Grossblatt, the Company’s president and chief executive officer, received no additional compensation for serving as a director.

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.

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).

The following table summarizes the compensation paid to directors for the fiscal year ended March 31, 2025:

Fees Earned or

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item regarding security ownership is incorporated herein by reference to the sections captioned “Beneficial Ownership” and “Information Regarding Share Ownership of Management” in the Proxy Statement.

Information required by this item regarding our equity compensation plans is incorporated herein by reference to the Section entitled “Executive Compensation” in the Proxy Statement.

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.

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.

Unless otherwise indicated in the footnotes to this table, beneficial ownership of Shares represents sole voting and investment power with respect to those Shares.

Name and Address

of Beneficial Owner

Beneficially Owned

JLA Realty Associates, LLC 120 Bloomingdale Road White Plains, NY 10605

Ault & Company, Inc.

11411 Southern Highlands Parkway Suite 190 Las Vegas, NV 89141

Poplar Point Capital Management LLC 330 Primrose Road, Suite 400 Burlingame, CA 94010

(1) Based solely on a Schedule 13D/A filed with the SEC on July 8, 2025 by JLA Realty Associates, LLC (“JLA”).

Steven Caspi is the manager of, and may be deemed to beneficially own securities, owned by JLA.

(2) Based solely on a Schedule 13D/A filed with the SEC on June 6, 2025 by A&C.

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.

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.

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;

and (ii) 5,000 Shares beneficially owned by Alpha Structured Finance LP, a Delaware limited partnership (“Alpha Fund”), which Mr.

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.

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.

(3) Based solely on a Schedule 13G filed with the SEC on May 15, 2025 by Poplar Point Capital Management LLC (“Poplar”).

Poplar Point Capital Partners LP (the “Fund”) is the record and direct holder of the shares of common stock.

Poplar is the investment adviser of, and may be deemed to beneficially own securities, owned by the Fund.

Poplar Point Capital GP LLC (the “GP”) is the general partner of, and may be deemed to beneficially own securities owned by the Fund.

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.

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.

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.

Unless otherwise indicated in the footnotes to this table, beneficial ownership of Shares represents sole voting and investment power with respect to those Shares.

Name of Beneficial Owner

Shares Beneficially

Percent of Class

All directors and executive officers as a group (7 persons)

(1) See footnote (2) under previous table.

Equity Compensation Information

The following table summarizes information about our equity compensation plans as of March 31, 2025.

Number of securities

remaining available for

future issuance under

upon exercise

exercise price

equity compensation plans

of outstanding

(excluding securities

options, warrants and rights

reflected in column (a))

Plan Category

Equity compensation plans approved by stockholders

Equity compensation plans not approved by stockholders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated herein by reference to the sections captioned “Transactions with Management”, if any, and “Election of Directors” in the Proxy Statement.

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.

During the fiscal year ended March 31, 2025, and 2024, inventory purchases and other company expenses of approximately $1,097,000 and $1,699,000, respectively, were charged to credit card accounts of Harvey B.

Grossblatt, the Company’s Chief Executive Officer and certain of his immediate family members.

The Company subsequently reimbursed these charges in full.

Grossblatt receives travel mileage and other credit card benefits from these charges.

The maximum amount outstanding and due to Mr.

Grossblatt at any point during the fiscal year ended March 31, 2025, and 2024 may include amounts submitted for personal expense reimbursement and amounts paid by Mr.

Grossblatt for inventory purchases or other company expenses and amounted to approximately $285,000 and $276,000, respectively, and the amount due to Mr.

Grossblatt at March 31, 2025 and 2024 is approximately $0 and $0, respectively.

Director Independence

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.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated herein by reference to the section captioned “Authorization For Appointment of Auditors” in the Proxy Statement.

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:

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.

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.

Such services include consents related to Securities and Exchange Commission and other regulatory filings.

The aggregate fees for audit services for the fiscal years ended March 31, 2025, and 2024 totaled approximately $293,000 and $258,000 respectively.

Audit Related Fees .

Audit related services include due diligence services related to accounting consultations, internal control reviews and employee benefit plan audits.

There were no fees billed for audit related services paid by the Company during the fiscal years ended March 31, 2025, and 2024.

Tax fees include corporate tax compliance, advisory and planning services.

There were no tax related services provided in fiscal years ended March 31, 2025 and 2024.

All Other Fees.

There were no other fees for services provided in the fiscal years ended March 31, 2025 and 2024.

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.

The Audit Committee must pre-approve all audit and non-audit services provided by the Company’s independent auditors and fees charged.

Financial Statements .

8 unchanged sentences

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.

Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 13, 2011, File No.

2011 Non-Qualified Stock Option Plan (incorporated by reference to the Company’s Proxy Statement with respect to the Company’s 2011 Annual Meeting of Shareholders, filed July 26, 2011, File No.

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, USI 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.

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.

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.

Description of Capital Stock*

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.

Lease between Universal Security Instruments, Inc.

21 unchanged sentences

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.

1-31747) , and 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.

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2022, File No.

Independent Registered Public Accounting Firm’s Consent

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.

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.

Subsidiaries of the Registrant*

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*

1 unchanged sentence

Section 1350 Certifications*

Policy Relating to Recovery of Erroneously Awarded Compensation*

Press Release dated July 25, 2025*

5 unchanged sentences

Filed herewith.

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

UNIVERSAL SECURITY INSTRUMENTS, INC.

UNIVERSAL SAFETY PRODUCTS, INC.

July 28, 2025

10 unchanged sentences

principal accounting officer)

/s/ Milton C.

(Todd) Ault, III

July 28, 2025

(Todd) Ault, III

/s/ Ira Bormel

July 28, 2025

/s/ Cary Luskin

July 28, 2025

/s/ Ronald A.

/s/ Henry Nisser

July 28, 2025

/s/ Ira Bormel

/s/ Ronald A.

July 28, 2025

CBIZ CPAs P.C.

1601 Market Street

Philadelphia, PA 19103

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

Universal Security Instruments, Inc.

and Subsidiaries

Universal Safety Products, Inc.

and Subsidiary

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Universal Security Instruments, Inc.

and Subsidiaries (the “Company”) as of March 31, 2024 and 2023, the related consolidated statements of operations, shareholders’ equity and cash flows for each of the two years in the period ended March 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of Universal Safety Products, Inc.

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”).

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.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

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.

We conducted our audits in accordance with the standards of the PCAOB.

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.

We conducted our audit in accordance with the standards of the PCAOB.

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.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

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.

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.

Accordingly, we express no such opinion.

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.

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.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

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.

We believe that our audits provide a reasonable basis for our opinion.

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.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

2 unchanged sentences

We determined that there are no critical audit matters.

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor since 2015 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C.

effective November 1, 2024).

Philadelphia, PA

July 28, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Universal Security Instruments, Inc.

and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Universal Security Instruments, Inc.

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”).

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.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

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.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

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.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

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.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum LLP

2 unchanged sentences

July 12, 2024

UNIVERSAL SECURITY INSTRUMENTS, INC., AND SUBSIDIARIES

Marcum llp / 1601 Market Street / 4th Floor / Philadelphia, PA 19103 / Phone 215.297.2100 / marcumllp.com

UNIVERSAL SAFETY PRODUCTS, INC.

AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

2 unchanged sentences

Trade, less provision for credit losses of $ 470,000 in 2025 and $ 535,000 in 2024

Other receivables

Due from related parties

Amount due from factor

Inventories – Finished goods

Assets – Held for Sale

Prepaid expenses

Deferred tax asset

TOTAL CURRENT ASSETS

INTANGIBLE ASSETS - NET

PROPERTY AND EQUIPMENT - NET

INTANGIBLE ASSET - NET

PROPERTY AND EQUIPMENT AND RIGHT OF USE ASSET - NET

LIABILITIES AND SHAREHOLDERS’ EQUITY

21 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

UNIVERSAL SECURITY INSTRUMENTS, INC., AND SUBSIDIARIES

UNIVERSAL SAFETY PRODUCTS, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

3 unchanged sentences

Engineering and product development expense

Operating (loss) income

Operating income (loss)

Other (expense) income:

1 unchanged sentence

Interest expense

(Loss) Income before income taxes

Income tax expense

NET (LOSS) INCOME

(Loss) Earnings per share:

Net income (loss) before income tax benefit

Provision for income tax benefit

NET INCOME (LOSS)

Loss per share:

Basic and diluted

Shares used in computing net (loss) earnings per share:

Shares used in computing net loss per share:

Weighted average basic and diluted shares outstanding

The accompanying notes are an integral part of these consolidated financial statements.

UNIVERSAL SECURITY INSTRUMENTS, INC., AND SUBSIDIARIES

UNIVERSAL SAFETY PRODUCTS, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

6 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

UNIVERSAL SECURITY INSTRUMENTS, INC., AND SUBSIDIARIES

UNIVERSAL SAFETY PRODUCTS, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

1 unchanged sentence

OPERATING ACTIVITIES:

Net (Loss) Income

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Net Income (Loss)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation and amortization

Depreciation of right-of-use asset and decrease in other assets

Amortization of right-of-use asset

Allowance for credit losses

Allowance for excess and obsolete inventory

Provision for tax benefit

Changes in operating assets and liabilities:

Decrease in accounts receivable and amount due from factor

(Increase) Decrease in inventories

(Increase) Decrease in prepaid expenses

Increase (Decrease) in accounts payable and accrued expenses

(Increase) Decrease in accounts receivable and amount due from factor

( 1,090,710 )

(Increase) in inventories and assets held for sale

Decrease (Increase) in prepaid expenses

(Decrease) Increase in accounts payable and accrued expenses

(Decrease) in operating lease liability

NET CASH PROVIDED BY OPERATING ACTIVITIES

FINANCING ACTIVITIES:

Repayment of Note Payable - Eyston

( 1,081,440 )

Net repayment of line of credit - factor

NET CASH USED IN FINANCING ACTIVITIES

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES

( 1,048,612 )

(DECREASE) IN CASH

FINANCING ACTIVITIES:

Net borrowing (repayment) of line of credit - factor

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES

INCREASE (DECREASE) IN CASH

CASH AT BEGINNING OF YEAR

3 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

UNIVERSAL SECURITY INSTRUMENTS, INC., AND SUBSIDIARIES

UNIVERSAL SAFETY PRODUCTS, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Nature of Business:

Universal Security Instruments, Inc.’s (the “Company”) primary business is 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.

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.

We also market products to the electrical distribution trade through our wholly owned subsidiary, Universal Safety Electric, Inc., formerly, USI 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.

Assets Held for Sale:

On October 31, 2024, the Company entered into an Asset Purchase Agreement with Feit Electric Company, Inc.

(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 .

The Company anticipates that it will record a gain from this transaction of between $ 2,000,000 and $ 2,750,000 .

As more fully described in footnote B - Subsequent Events, on May 22, 2025, the Asset Purchase Agreement with Feit was completed.

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.

Revisions to Previously Issued Consolidated Financial Statements and Financial Information

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 .

Specifically, the Company underestimated insurance expense for the fiscal year ended March 31, 2024, resulting from an insurance audit of contingently billed premiums.

The Company also reclassified an amount between sales and cost of goods sold.

Additionally, the Company underestimated the allowance for credit losses for the fiscal year ended March 31, 2024.

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.

The Company assessed the effect of the errors on prior periods under the guidance of Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin No.

99, “Materiality,” codified in ASC 250, Accounting Changes and Error Corrections (“ASC 250” ).

Based on its assessment, the Company determined that the error correction is not material to its previously issued financial statements.

The correction does not have a material impact on the Company’s previously reported consolidated net income and financial position.

Revisions of Previously Issued Audited Consolidated Financial Statements

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.

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.

Consolidated Balance Sheet

Accounts receivable

Provision for credit losses

Total Current Assets

Accrued commissions and other

Total Current Liabilities

Accumulated Deficit

( 7,945,943 )

( 8,245,943 )

Total Shareholders’ Equity

Total Liabilities and Shareholders’ Equity

Consolidated Statement of Operations

( 19,902,673 )

( 19,517,673 )

Cost of Goods Sold

Selling, General and Administrative expense

Operating Loss

Loss before income taxes

Consolidated Statement of Cash Flows (Operating Activities)

Allowance for credit losses

Decrease in accounts receivable and amount due from factor

Increase in accounts payable and accrued expenses

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.

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.

Financial assets are marked to bid prices and financial liabilities are marked to offer prices.

Fair value measurements do not include transaction costs.

The Financial Accounting Standards Board, or FASB, establishes a fair value hierarchy used to prioritize the quality and reliability of the information used to determine fair values.

Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The fair value hierarchy is defined into the following three categories:

Inputs based upon quoted market prices for identical assets or liabilities in active markets at the measurement date;

Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets;

quoted prices for identical or similar assets and liabilities in markets that are not active;

or other inputs that are observable or can be corroborated by observable market data;

Inputs that are management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The inputs are unobservable in the market and significant to the instruments’ valuation.

In addition, we will measure fair value in an inactive or dislocated market based on facts and circumstances and significant management judgment.

We will use inputs based on management estimates or assumptions or adjust observable inputs to determine fair value when markets are not active and relevant observable inputs are not available.

ASC 825, Financial Instruments, requires disclosures about the fair value of financial instruments.

The carrying amount of cash, accounts receivable and amounts due from factor, accounts payable, and accrued expenses, as presented in the balance sheet, approximates fair value due to the short-term nature of these instruments.

Principles of Consolidation:

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary.

All significant intercompany accounts and transactions have been eliminated in consolidation.

16 unchanged sentences

For those contracts, the Company has utilized the practical expedient in ASC Topic 606 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for products sold.

The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for products sold.

Purchase orders may contain stand-alone pricing applied to each of the multiple products ordered.

11 unchanged sentences

Sales of GFCI’s and ventilation fans

Accounts Receivable:

Accounts Receivable and Allowance for Credit Losses:

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.

1 unchanged sentence

Management considers amounts due from the Company’s factor to be “financing receivables”.

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.

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.

The Company continues to bear any credit risk associated with delivery or warranty issues related to the products sold.

Management assesses the credit risk of both its trade accounts receivable and its financing receivables based on the specific identification of accounts.

Management assesses the credit risk of both its trade accounts receivables and its financing receivables based on the specific identification of accounts.

A provision for credit losses is provided based on that assessment.

1 unchanged sentence

Amounts ultimately determined to be uncollectible are eliminated from the receivable accounts and from the provision for credit losses in the period that the receivables’ status is determined to be uncollectible.

Management considers the following factors when determining the collectability of specific customer accounts:

customer creditworthiness, past transaction history with the customer, current industry trends, and changes in customer payment terms.

Our normal collection cycle ranges between thirty and forty days.

Estimated uncollectible amounts are charged to earnings and a credit to a valuation allowance.

Balances which remain outstanding after reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable.

Historically, the level of uncollectible accounts has not been significant.

Based on the nature of the factoring agreement and prior experience, no provision for credit losses related to Amounts Due from Factor has been provided.

At March 31, 2024 and 2023, a provision for credit losses of approximately $ 325,000 and approximately $ 157,000 , respectively,has been provided for uncollectible trade accounts receivable.

At March 31, 2025, and 2024, a provision for credit losses of $ 470,000 and $ 535,000 , respectively, has been provided for uncollectible trade accounts receivable.

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.

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.

Inventories are stated at the lower-of-cost (first in/first out method) or net realizable value.

14 unchanged sentences

The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options.

The Company utilizes certain practical expedients for short-term leases, including the election not to reassess its prior conclusions about lease identification, lease

classification and initial direct costs, as well as the election not to separate lease and non-lease components for arrangements where the Company is a lessee.

See Note D, Leases.

The Company utilizes certain practical expedients for short-term leases, including the election not to reassess its prior conclusions about lease identification, lease classification and initial direct costs, as well as the election not to separate lease and non-lease components for arrangements where the Company is a lessee.

See Note E, Leases.

Income Taxes:

4 unchanged sentences

Interest and penalties, if any, related to income tax matters are recorded as income tax expenses.

See Note E, Income Taxes.

We generally provide warranties, on the safety products, to the non-commercial end user on all products sold.

See Note F, Income Taxes.

We generally provide warranties on safety products to the non-commercial end user on all products sold.

The manufacturers of our safety products offer the company a discount on products purchased to cover the cost of providing warranty replacements.

Claims for warranty replacement of products covered by the manufacturers have not been historically material.

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.

Engineering and Product Development:

4 unchanged sentences

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.

Net (Loss) Earnings per Share:

Basic net(loss) earnings per share is computed by dividing net (loss) earnings for the year by the weighted average number of common shares outstanding during the year.

Diluted (loss) earnings per share is computed by dividing net (loss) income 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.

As a result, the weighted average number of common shares outstanding is identical for both basic and diluted shares.

Net Loss per Share:

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.

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.

In addition, there were no other securities outstanding during 2025 or 2024 other than common stock.

As a result, the weighted average number of common shares outstanding is identical for both basic and diluted shares.

Recently Issued Accounting Standards:

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Management has reviewed ASU 2023 - 07 related to segment reporting effective November 27, 2023.

While the adoption of the ASU is still under consideration, management believes that adoption of the guidance of the ASU would not have a material impact on the consolidated financial statements on the date of adoption or for the fiscal year ended March 31, 2024.

NOTE B – SHORT-TERM BORROWINGS AND CREDIT ARRANGEMENTS

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.

Recent Accounting Pronouncements Not Yet Adopted:

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which is intended to improve income tax disclosure requirements by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) the disaggregation of income taxes paid by jurisdiction.

The guidance makes several other changes to the income tax disclosure requirements.

The guidance in this ASU is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

The Company is currently evaluating the effect this ASU will have on its consolidated financial statements and footnote disclosures.

NOTE B – SUBSEQUENT EVENTS

On October 31, 2024, the Company entered into an Asset Purchase Agreement (Agreement) with Feit Electric Company, Inc.

(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 .

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.

and USI Electric, Inc.

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.

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.

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.

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 %.

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.

If the Company is unable to import products at a competitive price point our sales could be adversely affected.

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.

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.

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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.

The amount available to borrow from Merchant is approximately $610,000 at March 31, 2024 .

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 10.5% and 10.0% at March 31, 2024 and March 31, 2023, respectively).

The amount available to borrow from Merchant is approximately $ 348,000 , and $ 610,000 , at March 31, 2025 and 2024, respectively.

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).

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.

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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.

In June 2024, subsequent to the fiscal year ending March 31, 2024, additional funding, characterized by Merchant as an over advance, and providing funding of up to $ 1,600,000 secured by inventory was approved by Merchant.

In June 2024, Merchant approved additional funding via an overadvance of up to $ 1,600,000 secured by inventory.

Under the Agreement, the Company assigned receivables of $ 23,513,973 and $ 18,668,543 during the years ended March 31, 2025, and 2024, respectively.

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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.

NOTE C – PROPERTY AND EQUIPMENT - NET

NOTE D – PROPERTY AND EQUIPMENT AND RIGHT OF USE ASSET - NET

Property and equipment are recorded at cost, less accumulated depreciation and amortization.

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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.

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.

The estimated useful lives for financial reporting purposes are as follows:

Leasehold improvements

Shorter of term of lease or useful life of asset

Right of Use Asset

Term of lease

Machinery and equipment

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Property and equipment consist of the following:

Leasehold improvements

Right of Use Asset

Machinery and equipment

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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.

Right-of-use lease assets of $ 155,763 and $ 311,527 , net, are included in leasehold improvements in Property and Equipment on the Consolidated Balance Sheets as of March 31, 2024, and 2023, respectively.

NOTE D – LEASES

NOTE E – LEASES

The Company is a lessee in lease agreements for office space.

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The Company utilizes certain practical expedients for short-term leases including the election not to reassess its prior conclusions about lease identification, lease classification and initial direct costs, as well as the election not to separate lease and non-lease components for arrangements where the Company is a lessee.

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.

Effective March 2022, we extended our operating lease for a 15,000 square foot office and warehouse located in Baltimore County, Maryland to expire in April 2025 subject to a right to terminate the lease if the Company enters into a binding agreement to sell the assets of the Company.

No option to continue the lease beyond April 2025 has been provided in the lease extension.

Monthly rental expense, with common area maintenance, currently approximates $ 15,000 and increases 3.0 % per year.

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.

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.

No option to continue the lease beyond October 2025 has been provided in the lease extension.

Monthly rental expense, with common area maintenance, currently approximates $ 15,000 .

The Company maintains an operating lease for office space in Naperville, Illinois.

This lease, consisting of 3,400 square feet, and renews on a month-to-month basis.

This lease, consisting of 3,400 square feet, and renews on a month-to-month basis and expired on June 30, 2025.

The Company did no t renew the lease upon expiration.

The monthly rental, with common area maintenance, was approximately $ 4,900 per month during the current fiscal year.

Our operating leases for real estate are generally renewable with terms and conditions similar to the original lease.

Rent expense, including common area maintenance, totaled approximately $ 296,000 and $ 293,000 for the years ended March 31, 2025, and 2024, respectively.

None of the Company’s lease agreements contain any residual value guarantees or material restrictive covenants.

As a result of the Company’s election of the package of practical expedients permitted within ASC 842, which among other things, allows for the carryforward of historical lease classification of the Company’s lease agreements in existence at the date of adoption that were classified as operating leases under ASC 840 have been classified as operating leases under ASC 842.

Lease expense for payments related to the Company’s operating leases is recognized on a straight-line basis over the related lease term, which includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

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.

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 and amounted to approximately $ 485,000 at the date of adoption and increased by approximately $ 468,000 effective with the lease amendment and extension dated March 2022.

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.

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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.

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 5.5 %, respectively.

During the fiscal year ended March 31, 2024, the cash paid for amounts included in the measurement of lease liabilities related to the Company’s operating leases was $ 158,985 , which is included as an operating cash outflow within the consolidated statements of cash flows.

During the fiscal year ended March 31, 2024, the operating lease costs related to the Company’s operating leases was $ 184,056 which is included in operating costs and expenses in the consolidated statements of operations.

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.

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.

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.

As of March 31, 2023, the Company’s weighted-average remaining lease term and weighted-average discount rate related to its operating leases is two years and 5.5 %, respectively.

During the fiscal year ended March 31, 2023, the cash paid for amounts included in the measurement of lease liabilities related to the Company’s operating leases was $ 143,989 , which is included as an operating cash outflow within the consolidated statements of cash flows.

During the fiscal year ended March 31, 2023, the operating lease costs related to the Company’s operating leases was $ 184,370 which is included in operating costs and expenses in the consolidated statements of operations.

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.

The future minimum payments under operating leases were as follows at March 31, 2025:

Fiscal Year 2026

Total operating lease payments

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Long-term portion of operating lease obligations

NOTE E – INCOME TAXES

NOTE F – INCOME TAXES

The Company files its income tax returns in the U.S.

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The deferred tax liabilities and assets for the Company result primarily from net operating loss and tax credit carry forwards, reserves, and accrued liabilities.

At March 31, 2024, the Company has total net federal operating loss carry forwards and of approximately $ 5,353,000 that has no fixed expiration date.

At March 31, 2025, the Company has total net federal operating loss carry-forwards of approximately $ 3,683,000 that has no fixed expiration date.

In addition, the Company has research and development tax credit carry-forwards of approximately $ 35,000 that begin to expire in the fiscal year ending 2030.

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Management reviews net operating loss carry-forwards and income tax credit carry-forwards to evaluate if those amounts are recoverable.

After a review of projected taxable income, the components of the deferred tax asset, and the current global economic conditions, it was determined that it is more likely than not that the tax benefits associated with the remaining components of the deferred tax assets will not be realized.

This determination was made based on the Company’s prior history of losses from operations and the uncertainty as to whether the Company will generate sufficient taxable income to use the deferred tax assets prior to their expiration.

Accordingly, a valuation allowance was established to fully offset the value of the deferred tax assets.

Our ability to realize the tax benefits associated with the deferred tax assets depends primarily upon the timing of future taxable income and the expiration dates of the components of the deferred tax assets.

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.

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.

Accordingly, a valuation allowance was established to fully offset the value of the remaining deferred tax assets.

Our ability to realize the tax benefits associated with the remaining deferred tax assets depends primarily upon the timing of future taxable income and the expiration dates of the components of the deferred tax assets.

If sufficient future taxable income is generated, we may be able to offset a portion of future tax expenses.

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Years ended March 31,

Federal (benefit) tax at statutory rate ( 21 %) before loss carry-forward

Federal tax (benefit) at statutory rate ( 20.0 %) before loss carry-forward

Permanent and other differences

State income (benefit) tax – net of federal effect

State income tax benefit – net of federal effect

Change in deferred tax asset valuation allowance

Current income tax expense

Current income tax benefit

The individual components of the Company’s deferred tax assets are as follows:

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( 1,275,919 )

( 1,239,623 )

Net deferred tax asset

NOTE F – COMMITMENTS AND CONTINGENCIES

NOTE G – COMMITMENTS AND CONTINGENCIES

From time to time, the Company is involved in various lawsuits and legal matters.

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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.

In June, 2023, the Company renewed the CEO Agreement through July 31, 2024.

NOTE G - CONCENTRATIONS

In July 2024, the Company renewed the CEO Agreement through July 31, 2025.

NOTE H - CONCENTRATIONS

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.

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.

These two customers represented 17.3 % and 13.5 % respectively, of the Company’s accounts receivable at March 31, 2025.

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.

The Company had one customer during the fiscal year ended March 31, 2023, that represented 18.2 % of the Company’s net sales.

The Company had no customers in the fiscal years ended March 31, 2024, and 2023 that represented greater than 10% of the Company’s accounts receivable.

The Company had no customers in the fiscal year ended March 31, 2024, that represented greater than 10% of the Company’s accounts receivable.

The Company acquires all the smoke alarm and carbon monoxide alarm safety products that it sells from Eyston Company, Ltd.

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At March 31, 2025, and 2024, the Company had accounts receivable due from Eyston of $ 114,204 and $ 133,401 , respectively.

NOTE H – RETIREMENT PLAN

At March 31, 2025, and 2024, the Company had trade accounts payable due to Eyston of approximately $ 1,146,000 and $ 1,501,000 , respectively.

Subsequent to March 31, 2025, and in connection with the previously discussed asset sale to Feit, amounts due from, or due to Eyston were settled in full.

NOTE I – RETIREMENT PLAN

The Company has a retirement savings plan under Section 401(k) of the Internal Revenue Code.

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Employer contributions were $ 47,097 and $ 47,262 for the years ended March 31, 2025, and 2024, respectively.

NOTE I – RELATED PARTY TRANSACTIONS

NOTE J – RELATED PARTY TRANSACTIONS

During the fiscal year ended March 31, 2025, and 2024, inventory purchases and other company expenses of approximately $ 1,097,000 and $ 1,699,000 , respectively, were charged to credit card accounts of Harvey B.

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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.

NOTE J – INTANGIBLE ASSETS - NET

NOTE K – INTANGIBLE ASSET - NET

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.

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Amortization expense for the next five years is expected to be $ 4,472 per fiscal year through 2030.

NOTE K – SHAREHOLDERS’ EQUITY

Under the terms of the Company’s 2011 Non-Qualified Stock Option Plan, 120,000 shares of common stock are reserved for the granting of stock options.

There were no stock options outstanding at March 31, 2024 or 2023.

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.

What changed 10-K

Item 9A. Controls and Procedures