Outdoor Specialty Products, Inc. (Form: 10-12G, Received: 06/24/2021 17:23:47)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

Outdoor Specialty Products, Inc.

(Exact Name of Company as Specified in its Charter)

Nevada		46-4854952
(State of Incorporation)		(I.R.S. Employer Identification No.)

3842 Quail Hollow Drive
Salt Lake City, Utah		84109
(Address of Principal Executive Offices)		(ZIP Code)

Company’s Telephone Number, Including Area Code: (801) 560-5184

With Copies to:

Ronald N. Vance, Esq.

Pearson Butler, PLLC

1802 W South Jordan Parkway, Suite 200

South Jordan, UT 84095

ron@pearsonbutler.com

(801) 988-5862

Securities to be Registered Under Section 12(b) of the Act: NONE

Securities to be Registered Under Section 12(g) of the Act: COMMON STOCK, $0.001 par value

Indicate by check mark whether the Company is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
		Emerging growth company	[ ]

If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [ ]

TABLE OF CONTENTS

Item	Description	Page
ITEM 1.	DESCRIPTION OF BUSINESS	4

ITEM 1A.	RISK FACTORS	6

ITEM 2.	FINANCIAL INFORMATION	7

ITEM 3.	DESCRIPTION OF PROPERTY	10

ITEM 4.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS	10

ITEM 5.	DIRECTORS AND EXECUTIVE OFFICERS	11

ITEM 6.	EXECUTIVE COMPENSATION	11

ITEM 7.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	11

ITEM 8.	LEGAL PROCEEDINGS	11

ITEM 9.	MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	11

ITEM 10.	RECENT SALES OF UNREGISTERED SECURITIES	12

ITEM 11.	DESCRIPTION OF COMPANY’S SECURITIES TO BE REGISTERED	12

ITEM 12.	INDEMNIFICATION OF DIRECTORS AND OFFICERS	12

ITEM 13.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	13

ITEM 14.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	13

ITEM 15.	FINANCIAL STATEMENT AND EXHIBITS	13

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements and information in this Registration Statement on Form 10 may constitute forward-looking statements. The words believe, may, potentially, estimate, continue, anticipate, intend, could, would, project, plan, expect and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the following:

·our future financial and operating results;

·our business strategy;

·our intentions, expectations and beliefs regarding anticipated growth, market penetration and trends in our business;

·the effects of market conditions on our stock price and operating results;

·our ability to maintain our competitive technological advantages against competitors in our industry;

·our ability to timely and effectively adapt our existing technology and have our technology solutions gain market acceptance;

·our ability to introduce new products and bring them to market in a timely manner;

·our ability to maintain, protect and enhance our intellectual property;

·the effects of increased competition in our market and our ability to compete effectively;

·costs associated with defending intellectual property infringement and other claims;

·our expectations concerning our relationships with customers and other third parties;

·our expectations concerning relationships between our customers and their manufacturers;

·the impact of outbreaks, and threat or perceived threat of outbreaks, of epidemics and pandemics, including, without limitation, the coronavirus outbreak, on our sourcing and manufacturing operations as well as consumer spending;

·risks associated with sourcing and manufacturing; and

·our ability to comply with evolving legal standards and regulations, particularly concerning requirements for being a public company and United States export regulations.

These forward-looking statements speak only as of the date of this Form 10 and are subject to uncertainties, assumptions and business and economic risks. As such, our actual results could differ materially from those set forth in the forward-looking statements. Moreover, we operate in a competitive and changing environment, and new risks emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Form 10 may not occur, and actual results could differ materially and adversely from those anticipated or implied in our forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances described in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Form 10 to conform these statements to actual results or to changes in our expectations, except as required by law.

You should read this Registration Statement on Form 10 and the documents that we have filed with the SEC as exhibits hereto with the understanding that our actual future results and circumstances may be materially different from what we expect.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Corporate History

Outdoor Specialty Products, Inc. (the “Company,” “we,” or “us”) was originally incorporated in the state of Utah on January 31, 2014, and changed its domicile to the state of Nevada on February 24, 2021. The Company is and has since its inception been engaged in the business of developing, selling, and marketing products in niche markets within the specialty outdoor products marketplace. We introduced our proprietary “Reel Guard” product in 2014 and continue to offer it to customers. We intend to commence manufacturing, marketing, and selling our new SLINKOR product in the near future, pursuant to a license agreement entered into with the inventor in May 2021. We have no subsidiaries.

The Reel Guard

The Reel Guard is designed to protect fishing reels from scratching, scuffing, dents, and other damage due to dropping, resting on gravel while servicing the line, being transported with other fishing and outdoor equipment, and general wear and tear. To date, the primary application for the Reel Guard has been fly fishing reels, but we believe the Reel Guard may also be suitable for use with some deep-sea fishing reels. The Reel Guard consists of a thin, rubberized material that is attached to the outer edges of a fishing reel using special adhesive strips that hold the material in place but provide for easy removal with no damage to the reel. The Reel Guard is designed for reels with up to a 4.25-inch diameter that have square to slightly rounded edges, and the custom installation procedure makes the Reel Guard suitable for a variety of different reels. The Reel Guard was invented by Kirk Blosch, the Company’s founder and president, in 2014 to fill a need that he believed was not being met by existing products. We filed for and obtained a provisional patent for the Reel Guard in 2014 under the name “Reel Bumper Guard” and U.S. Patent No. 9,872,485 for the device was issued on January 23, 2018. We recently paid the first (fourth year) maintenance fee for the Reel Guard patent in the amount of $985 to prevent the patent from lapsing. The next maintenance fee will be due on or before July 23, 2025.

The SLINKOR

We entered into a License and Royalty Agreement (the “License Agreement”), dated as of May 4, 2021, with Stephen Smith (the “Licensor”), for another fishing product referred to as the “SLINKOR.” The SLINKOR is a slow sinking fishing sinker comprised of a smooth, egg-shaped piece of pre-molded foam with lead weights compressed into each end using a guide wire that aligns the weights and allows a fishing line to be threaded through the product. The buoyancy of the foam coupled with the calibrated weight of the lead and the movement of the water causes the SLINKOR to sink slowly to the bottom of a lake or river allowing the fisherman to control the desired depth for the bait. The SLINKOR is designed for use with flies, spinners, flatfish, and other types of bait and the weight of the SLINKOR permits the fisherman to make longer casts. The smooth egg shape of the SLINKOR is designed to let it slide along the bottom of the lake or river while resting on top of moss or bouncing over rocks and greatly reducing snags. The device permits a fisherman to run his line through the SLINKOR, attach a swivel, and run 18 to 30 inches of leader from the swivel to the bait based on the current water conditions, the desired depth, and the presence or absence of moss, rocks, and other obstacles. The SLINKOR will be available in two sizes; the large SLINKOR is 2 inches long and 1 ¼ inches wide and the small SLINKOR is 1 ¼ inches long by 1 ¼ inches wide.

The License Agreement generally grants us the non-exclusive, world-wide right to use and apply the SLINKOR technology and any intellectual property rights thereto and to make, have made, use, lease, sell, market, or otherwise dispose of the SLINKOR in all markets throughout the world, and the exclusive right to market, sell or otherwise dispose of the SLINKOR in e-commerce markets throughout the world. The License Agreement reserves to the Licensor the non-exclusive right to continue to manufacture and sell the SLINKOR in stores, at trade shows, and in other brick and mortar physical locations and to purchase completed SLINKOR products from us (to the extent available) at our cost plus 10%. In consideration for the rights granted under the License Agreement, we paid the Licensor a one-time license fee in the amount of $500 and agreed to pay the Licensor the following royalties based on our net revenue from sales of the SLINKOR: (i) 20% of net revenue from product sales up to $1 Million, (ii) 15% of net revenue from product sales between $1 Million and $3 Million, and (iii) 10% of net revenue from product sales in excess of $3 Million. This summary description of the License Agreement is qualified in its entirety by reference to the License Agreement, a copy of which is filed as an exhibit to this registration statement.

Manufacturing

We own our custom injection mold for the Reel Guard, and we contract with a third party to manufacture the Reel Guard in minimum lots of 1,000 on an as needed basis. The adhesive strips used to attach the Reel Guard to the reel are manufactured by a national adhesives manufacturing company and custom ordered in pre-cut lengths from a local distributor in minimum lots of 1,000. We contract with another third party to print the Reel Guard product information card and package the Reel Guard product in sale-ready packages. Our Reel Guard inventory consists of both the raw material adhesive strips and the finished, packaged product units. We had on hand $2,106 and $2,154 in finished goods and $2,596 and $2,596 in raw materials as of September 30, 2020, and 2019, respectively

We intend to manufacture the SLINKOR at the residence of our president or in a small warehouse space that will be leased from a third party subject to availability and acceptable rental rates. We will acquire raw materials consisting of the egg-shaped foam pieces and lead weights and will use a custom hand press and a guide wire to compress the lead weights onto each end of the SLINKOR. We plan to use our existing printing and packaging contractor to print the SLINKOR product information and package the SLINKOR in sale-ready packages. We intend to manufacture an initial run of 1,000 SLINKOR units and to manufacture additional quantities as needed to meet demand.

We maintain an inventory of products which we believe is sufficient to meet demand. If we should underestimate sales and fail to timely manufacture additional quantities of our products, we could face delays in providing our products to our customers which could have a negative effect on our reputation and result in a decline in our product sales. If we should overestimate sales, we will have invested our capital in products that remain in inventory, which will have a negative effect on our financial condition and results of operations. No assurances can be given that we will be able to accurately predict sales and maintain an optimal level of inventory in our system.

Although we have purchased substantially all inventories from one supplier and have been dependent on this supplier for all inventory purchases since we commenced operations, we believe the raw materials for both the Reel Guard and the SLINKOR are available for purchase from several different sources in the open market. We also believe there are several other manufacturing, printing, and packaging services capable of performing the services provided by our current contractors at competitive prices. Our ability to timely obtain raw materials and finished goods may be affected by events beyond our control, such as the inability of suppliers to timely deliver materials due to work stoppages or slowdowns, or significant weather and health conditions (such as COVID-19). Any adverse change in our supply chain and manufacturing, such as our relationship with our third-party contractors, the financial condition of such contractors, and their ability to provide supplies and services to us on a timely basis could have a material adverse effect on our business, results of operations, and financial condition.

Marketing / Shipping

We currently market and sell the Reel Guard through our website at “outdoorspecialtyproducts.com,” where we also provide access to marketing materials, instructional videos, and installation instructions. We also list the Reel Guard for sale on eBay. To date we have sold the Reel Guard to residents of approximately 25 states and have made one sale outside the U.S. to a resident of Hungary.

We intend to market the SLINKOR on our website and to expand our website to include marketing materials and SLINKOR instructional videos created by the Licensor.

Our business is affected by seasonality, which historically has resulted in higher sales volume during the spring and summer months.

We currently only accept PayPal as the method of payment for our products. Our products are shipped via U.S. Mail promptly following confirmation from PayPal that payment for an order has been received. Shipping is included in the product price and a customer pays no additional shipping charges.

Other Products

We have taken initial steps toward the development of what we believe to be a unique fishing rod product that involves the ability to attach different upper fly rod portions of varying lengths and weights to a single rod butt handle that results in a light weight, multi-purpose fly rod. We have conducted preliminary research regarding the patentability of the proposed product and believe we may be able to obtain patent protection for the product, although no assurances can be given that the product will be developed or that patent protection will be obtained. We have halted our efforts regarding the development of this new product until such time as we have sufficient capital on hand to proceed with its development.

We were formed with the belief that there is an underserved marketplace in the outdoor sporting goods space which can be exploited from multiple fronts. In addition to the Reel Guard and the SLINKOR, we intend to investigate opportunities to develop additional products and to market third party products in the outdoor sporting goods space on our website.

Intellectual Property

We hold a U.S. patent on our Reel Guard. We do not hold patents on any other products, and we do not currently hold any trademarks. No assurance can be given that our patent will provide sufficient protection against potential competitors and we may be unable to successfully assert our intellectual property rights, or these rights may be invalidated, circumvented, or challenged. Any such inability or a successful intellectual property challenge or infringement proceeding against us, could have a material adverse effect on our business.

Facilities

Our operations are currently conducted from at the residence of our president. Our facilities are furnished at no cost and consist of the shared use of approximately 500 square feet of office space and assembly/storage space. In connection with the commencement of manufacturing of the SLINKOR, we intend to investigate the desirability of leasing a small assembly, storage, and office space from a third party.

Competition

The outdoor specialty products industry is intensely competitive with respect to price, quality, features, and durability, and it is often difficult to entice customers to try a new product. Many of our competitors are well-established companies with name brand recognition and almost all our competitors have substantially greater financial and other resources than do we. Such competitors include many national and regional companies and most of our competitors have been in existence for a substantially longer period than have we and are better established. As such, there can be no assurance that we will be able to compete effectively in our chosen market. In addition, a change in the pricing, marketing or promotional strategies or product mix of one or more of these competitors could have a material adverse impact on our sales and earnings.

Government Regulation

Our operations are subject to numerous federal, state, and local government regulations. The failure to comply with such requirements or increase in the cost of compliance could adversely affect our operations. We are also subject to federal and state environmental regulations, but these have not had a material effect on our operations to date. Our operations are also subject to federal and state laws governing such matters as wages, working conditions, citizenship requirements, and overtime.

Employees and Consultants

We do not currently have any employees other than our founder and president. The loss of our president, would have a material adverse impact on our business and there is no assurance that we could locate a qualified replacement. We have not entered into an employment agreement with our president and we do not carry “key man” life insurance on his life.

Financing

During 2014, we sold 285,747 shares of our common stock to accredited investors in a private placement at a price of $0.35 per share. We received proceeds from the placement in the amount of approximately $100,011, which we used to assist with the funding of our operations from 2014 through 2020, by which time the funds had been exhausted. On or about January 4, 2021, we entered into a line of credit loan with Kirk Blosch, our president and principal stockholder, in order to fund our ongoing operations. Under the terms of the line of credit loan, Mr. Blosch has agreed to advance us up to $40,000 at an interest rate of 3.5% per annum. The line of credit loan is repayable not later than December 31, 2021. As of March 31, 2021, $12,750had been advanced to us under the line of credit loan and no repayments had been made.

ITEM 1A. RISK FACTORS

As a smaller reporting company, the registrant has omitted the disclosure required under this item.

ITEM 2. FINANCIAL INFORMATION

You should read the following discussion in conjunction with our financial statements, which are included elsewhere in this registration statement.

The following discussion contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as anticipate, estimate, expect, project, intend, plan, believe, and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. From time to time, we also may provide forward-looking statements in other materials we release to the public.

Overview

We are and have since our inception in 2014 been engaged in the business of developing, selling, and marketing products in niche markets within the specialty outdoor products marketplace. We introduced our proprietary “Reel Guard” product in 2014 and continue to offer it to customers. We intend to commence manufacturing, marketing, and selling our new SLINKOR product in the near future, pursuant to a license agreement entered into with the inventor in May 2021.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues to spread throughout the world. While the disruption is currently expected to be temporary, there is uncertainty around its duration. As a result of COVID-19 mobility restrictions globally, there have been changes in consumer behavior. We expect these changes in behavior to continue to evolve as the pandemic progresses. The impacts seen to date may continue to create a wider range of outcomes as consumer behaviors and mobility restrictions continue to evolve.

The report of our auditor and our financial statements contain a going concern limitation based on our failure to generate sufficient revenue to produce net income and on our limited operating history. These factors, among others, indicate that there is a substantial doubt about our ability to continue as a going concern for a reasonable period of time. Our continuation as a going concern is dependent upon our ability to generate sufficient cash flow to meet our obligations on a timely basis and ultimately to obtain profitability. We believe the addition of our new SLINKOR product will result in increased sales and additional cash flow although no assurances can be given that the SLINKOR will be accepted in the marketplace or that its addition to our product line will actually result in increased sales.

Amounts included in the following discussion as of March 31, 2021, and for the six months ended March 31, 2021, and 2020 are unaudited.

Results of Operations

Sales

From our inception in 2014 through the present, our revenues have resulted solely from sales of our proprietary Reel Guard product and our costs of sales also relate solely to that product. Total sales for the year ended September 30, 2020 were $548, compared to $413 for the year ended September 30, 2019, an increase of $135, or approximately 32.7%. We believe the increase in sales resulted from increased public awareness of the Reel Guard product, primarily through word of mouth since we do not engage in advertising other than through our website. Total sales for the six months ended March 31, 2021 were $151, compared to $300 for the six months ended March 31, 2020, a decrease of $149, or approximately 49.6%. We believe the decrease in sales resulted from the slower pace of sales during the colder fall and winter months and that sales may also have been adversely affected by travel restrictions caused by the COVID-19 pandemic.

Cost of Sales

Cost of sales for 2020 was $48, compared to $32 for 2019, an increase of $16, or 50%. Cost of sales for the six months ended March 31, 2021, was $13, compared to $26 for the six months ended March 31, 2020, a decrease of $13, or 100%. The increase in cost of sales in 2020 is primarily attributed to the increase in sales discussed above and the decrease in cost of sales for the six months ended March 31, 2021, is primarily attributable to the decrease in sales described above. Cost of sales as a percentage of sales for 2020 and 2019 was approximately 8.8% and 7.7%, respectively. Cost of sales as a percentage of sales for the six months ended March 31, 2021, and 2020 was approximately 8.6% and 8.7%, respectively. Cost of sales as a percentage of sales has remained fairly constant since we sell only one product and the sales price and manufacturing costs have not changed significantly.

General and Administrative Expenses

General and administrative expenses were $12,324 for 2020, compared to $13,686 for 2019, a decrease of $1,362 or approximately 10%. General and administrative expenses were $17,245 for the six months ended March 31, 2021, compared to $8,990 for the six months ended March 31, 2020, an increase of $8,255 or approximately 91.8%. The increase in these expenses in the six months ended March 31, 2021 is primarily attributable to an increase in our legal and accounting expenses in connection with our change of corporate domicile from Utah to Nevada and ongoing work on this registration statement.

Depreciation and Amortization Expense

Depreciation and amortization expenses currently are not material to our business. Depreciation expense was $757 for 2020 and $757 for 2019 resulting from the depreciation of our injection molds for the Reel Guard product using the straight-line method over the useful life which is determined to be seven years. Amortization expense was $382 for 2020 and $355 for 2019 resulting from the amortization of our patent over seventeen years, which is its estimated legal life.

Research and Development Expenses

Research and development expenses are not currently material to our business. We did not incur research and development expenses in either 2020 or 2019 or in the six months ended March 31, 2021.

Liquidity and Capital Resources

As of March 31, 2021, we had total current assets of $15,325, including cash of $7,428, and current liabilities of $12,845, resulting in working capital of $2,480. In addition, as of March 31, 2021, we had an accumulated stockholders’ deficit of $96,581. We have financed our operations from sales of our Reel Guard product, proceeds from our 2014 private placement, and proceeds from a short-term line of credit loan from our president and principal stockholder in early 2021.

For the year ended September 30, 2020, net cash used by operating activities was $8,637, as a result of a net loss of $11,824, reduced by depreciation and amortization of $1,139, a decrease in prepaid expense of $2,000, and a decrease in inventory of $48. By comparison, for the year ended September 30, 2019, net cash used by operating activities was $12,162, as a result of our net loss of $13,305 reduced by depreciation and amortization of $1,112 and a decrease in inventory of $31.

For the six months ended March 31, 2021, net cash used by operating activities was $19,302, as a result of a net loss of $17,202, increased by an increase in prepaid expense of $2,791 and reduced by depreciation and amortization of $583, a decrease in inventory of $13, and an increase in accrued interest of $95. By comparison with the six months ended March 31, 2020, net cash used by operating activities was $8,632, as a result of a net loss of $8,716, increased by an increase in prepaid expense of $500, and decreased by depreciation and amortization of $558, an increase in prepaid expense of $500, and a decrease in inventory of $26.

During the years ended September 30, 2020 and 2019, we had no cash used in or provided by investing activities or financing activities except that we invested $916 in capitalized patent costs during the year ended September 30, 2020. For the six months ended March 31, 2021, we had net cash provided by financing activities of $12,250 consisting of $12,750 in proceeds from the line of credit loan with our president, decreased by $500 for our repurchase of shares of common stock pursuant to a stockholder’s exercise of dissenters’ rights in connection with our change of domicile merger.

Following our incorporation in 2014, we completed the private placement of 285,747 shares of our common stock to accredited investors at a price of $0.35 per share for total proceeds of $100,011. The proceeds from the placement together with our limited product sales were sufficient to fund our operations through our fiscal year ended September 30, 2020. On January 4, 2021, we entered into a line of credit loan with our president and principal stockholder, which provides for total loans of up to $40,000 at an interest rate of 3.5% per annum, which is due not later than December 31, 2021. As of March 31, 2021, we had received proceeds from the line of credit loan in the amount of $12,750, and we had made no repayments.

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

In addition, COVID-19 and related measures to contain its impact have caused material disruptions in both national and global financial markets and economies. The future impact of COVID-19 and these containment measures cannot be predicted with certainty and may increase our borrowing costs and other costs of capital and otherwise adversely affect our business, results of operations, financial condition and liquidity, and no assurance can be given that we will have access to external financing at times and on terms we consider acceptable, or at all, or that we will not experience other liquidity issues going forward.

Requirements

The Company currently has no lease obligations or requirements and has not entered into any agreements that require a commitment of cash.

Off-Balance Sheet Arrangements

As of September 30, 2020 and 2019, we did not have any off-balance sheet financing arrangements.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following:

Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For the purpose of the financial statements, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

Inventories

Inventories, consisting primarily of injection molded Reel Guards and Adhesive Strips, are stated at the lower of cost or net realizable value, with cost determined using primarily the first-in-first-out (FIFO) method.

Patents

Patents consist of the cost of obtaining the patent for the Reel Guard. Our patents are amortized over their legal life (typically 17 years) and analyzed periodically for impairment in accordance with ASC 350, Intangibles – Goodwill and Other.

Revenue Recognition

When the Company sells a reel protector, it recognizes revenue in accordance with Accounting Standards Update 2014-09 (ASC 606, Revenue from Contracts with Customers). Under ASC 606, the Company recognizes revenue upon the transfer of promised goods to customers in amounts that reflect the consideration to which the Company expects to be entitled. The Company considers revenue earned when all the following criteria are met: (i) the contract with the customer has been identified, (ii) the performance obligations have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to the performance obligations, and (v) the performance obligations have been satisfied.

Property, Plant, and Equipment

The Company’s capital asset consists of molding equipment for the Reel Guard stated at cost. Depreciation is calculated using the straight-line method over the estimated useful life which is determined to be seven years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of any capital assets that are sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.

Income Taxes

The Company follows ASC 740-10, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has followed the guidance provided by Staff Accounting Bulletin (SAB) No. 118 to calculate the value of the deferred tax calculation and current income tax calculation to show the effect of the Tax Cut and Jobs Act of 2017. Effective January 1, 2018, the corporate tax rate is now 21 percent for all income levels.

The Company adopted changes issued by FASB which prescribed a recognition threshold and measurement attribute for financial statement recognition and measurement of an uncertain tax position taken or expected to be taken in a tax return. Under the guidance, an uncertain income tax position must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.

ITEM 3. DESCRIPTION OF PROPERTY

The Company’s corporate office is located at the residence of our President, Kirk Blosch, 3842 Quail Hollow Drive, Salt Lake City, UT 84109, which space is provided to us on a rent-free basis. The Company believes that the office facilities are sufficient for the foreseeable future.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of June 10, 2021. The information in this table provides the ownership information for: each person known by us to be the beneficial owner of more than 5% of our common stock; each of our directors; each of our executive officers; and our executive officers and directors as a group.

Beneficial ownership has been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to the shares. Unless otherwise indicated, the persons named in the table below have sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.

Name and Address of Beneficial Owner	Common Stock Beneficially Owned ⁽¹⁾	Percentage of Common Stock Owned ⁽¹⁾
Ed Bailey	760,000	14.4%
4685 S. Highland Dr.
Salt Lake City, UT 84106

Kirk Blosch, President and Director ⁽²⁾	4,250,000	80.4%
3842 Quail Hollow Drive
Salt Lake City, UT 84109

Director and Officer (1 person)	4,250,000	80.4%

(1)Applicable percentage ownership is based on 5,285,747shares of common stock outstanding as of June 10, 2021. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that are currently exercisable or exercisable within 60 days of June 10, 2021 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

(2)Kirk Blosch is the only officer, employee and director of the Company. He has full voting and investment control of these shares.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names and ages of the member of our Board of Director and our executive officers and the positions held by each.

Name		Age		Title
Kirk Blosch		67		President, CEO, and Chairman

Kirk Blosch was the founder and has been the sole officer and director of the Company since its inception in 2014. Since 2008 he has been the owner and principal broker of B&B Real Estate Group LLC, a Salt Lake City, Utah-based real estate firm providing sales, consulting, and development services. Mr. Blosch has over 35 years of experience in evaluating business opportunities, creating business or development plans, funding various projects, and overseeing the construction and development of real estate projects. He received his Bachelor of Science degree in organizational communication from the University of Utah in 1976.

ITEM 6. EXECUTIVE COMPENSATION

No executive compensation was paid during the fiscal years ended September 30, 2020 and 2019. The Company has no employment agreement with its officers and directors.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

None

ITEM 8. LEGAL PROCEEDING

None.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE COMPANY’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is currently quoted on the OTC PINK under the symbol “ODRS”. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock furnished by OTC Market Report. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.

		Price Range
Period		High		Low
Year Ending September 30, 2021
First Quarter	$	1.75	$	1.75
Second Quarter	$	1.75	$	1.75
Year Ended September 30, 2020:
First Quarter	$	0.00	$	0.00
Second Quarter	$	0.00	$	0.00
Third Quarter	$	0.0005	$	0.00
Fourth Quarter	$	1.75	$	0.00
Year Ended September 30, 2019:
First Quarter	$	0.15	$	0.15
Second Quarter	$	0.20	$	0.15
Third Quarter	$	0.01	$	0.00
Fourth Quarter	$	0.00	$	0.00

As of June 10, 2021, our shares of common stock were held by approximately 68 stockholders of record. The transfer agent of our common stock is Action Stock Transfer Corporation, 2469 Fort Union Blvd #214, Cottonwood Heights, UT 84121; telephone (801) 274-1088.

Dividends

Holders of common stock are entitled to dividends when, as, and if declared by the Board of Directors, out of funds legally available, therefore. We have never declared cash dividends on its common stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings to finance the growth of our businesses. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.

Securities Authorized for Issuance Under Equity Compensation Plans

As of the end of the latest fiscal year ended September 30, 2020, no compensation plans (including individual compensation arrangements) under which our equity securities were authorized for issuance was authorized. On February 8, 2021, we adopted a 2021 Stock Incentive Plan authorizing the issuance of up to 1,000,000 shares of our common stock in awards granted as incentive or non-statutory stock options, restricted stock units, stock appreciation rights, or restricted stock grants. The 10-year plan is administered by our Board of Directors. No awards have been made under the plan.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

No sales of unregistered securities were made within the past three years. In connection with our change of domicile to the State of Nevada through the merger of the Utah corporation into a Nevada corporation in February 2021, our shareholders were granted dissenters’ rights. One shareholder exercised his dissenter’s rights and we redeemed 1,429 shares held by the shareholder for $500. These shares were returned to our authorized but unissued shares.

ITEM 11. DESCRIPTION OF COMPANY’S SECURITIES TO BE REGISTERED

We are authorized to issue up to 200,000,000 shares, 190,000,000 of which are classified as common shares and 10,000,000 of which are classified as preferred. We have no shares of preferred stock issued or outstanding. Our board of directors is authorized, without shareholder vote, to designate the rights and preferences of any class of preferred stock.

Holders of our common shares are entitled to one vote for each share on all matters to be voted on by the shareholders. Holders of common stock do not have cumulative voting rights. Holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from legally available funds. In the event of a liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada law expressly authorizes a Nevada corporation to indemnify its directors, officers, employees, and agents against liabilities arising out of such persons’ conduct as directors, officers, employees, or agents if they acted in good faith, in a manner they reasonably believed to be in or not opposed to the best interests of the company, and, in the case of criminal proceedings, if they had no reasonable cause to believe their conduct was unlawful. Generally, indemnification for such persons is mandatory if such person was successful, on the merits or otherwise, in the defense of any such proceeding, or in the defense of any claim, issue, or matter in the proceeding. In addition, as provided in the articles of incorporation, bylaws, or an agreement, the corporation may pay for or reimburse the reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition if such person furnishes to the corporation an undertaking to repay such expenses if it is ultimately determined that he did not meet the requirements. In order to provide indemnification, unless ordered by a court, the corporation must determine that the person meets the requirements for indemnification. Such determination must be made by a majority of disinterested directors; by independent legal counsel; or by a majority of the shareholders.

Article X of our Articles of Incorporation provides that we must pay expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding, involving alleged acts or omissions of such officer or director in his or her capacity as an officer or director as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by us.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial statements for the years ended September 30, 2020 and 2019 (audited), and for the interim six-month periods ended March 31, 2021 and 2020 (unaudited), are included following the signature page of this registration statement.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

(a) List of all financial statements filed as part of the registration statement.

Index of Financial Statements
Unaudited Balance Sheets at March 31, 2021 and September 30, 2020	F-1
Unaudited Statements of Operations for the three and six months ended March 31, 2021 and 2020	F-2
Unaudited Statement of Changes in Stockholders’ Equity for the six months ended March 31, 2021 and 2020	F-3
Unaudited Statements of Cash Flows for the six months ended March 31, 2021 and 2020	F-4
Notes to Unaudited Financial Statements	F-5

Report of Independent Registered Public Accounting Firm dated January 4, 2021	F-7
Balance Sheets at September 30, 2020 and 2019	F-8
Statements of Operations for the years ended September 30, 2020 and 2019	F-9
Statement of Changes in Stockholders’ Equity for the years ended September 30, 2020 and 2019	F-10
Statements of Cash Flows for the years ended September 30, 2020 and 2019	F-11
Notes to Audited Financial Statements	F-12

(b) Exhibits

The following documents are included as exhibits to this report.

Exhibit No.		Description
3.1		Articles of Incorporation
3.2		Articles of Merger dated February 24, 2021
3.3		Bylaws
4.1		2021 Stock Incentive Plan
5.1		PAGU Consent Letter
10.1		Merger Agreement dated February 24, 2021
10.2		Line of Credit dated January 4, 2021
10.3		License and Royalty Agreement dated May 4, 2021
23.1		Auditor’s Consent

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	Outdoor Specialty Products, Inc.

Date: June 24, 2021	By:	/s/ Kirk Blosch
		Kirk Blosch, President

Index to Financial Statements

Condensed Balance Sheets (Unaudited)	F-1
Condensed Statements of Operations. (Unaudited)	F-2
Condensed Statements of Changes in Stockholders’ Equity (Unaudited)	F-3
Condensed Statements of Cash Flow (Unaudited)	F-4
Notes to the Unaudited Condensed Financial Statements.	F-5

OUTDOOR SPECIALTY PRODUCTS, INC.

Balance Sheets

(Unaudited)

		March 31,		September 30,
		2021		2020
Assets:
Current Assets:
Cash	$	7,428	$	14,480
Prepaid expense		3,208		417
Inventory		4,689		4,702
Total current assets		15,325		19,599

Property, Plant and Equipment, net		252		631

Other Assets:
Patents, net		5,204		5,408

Total Assets	$	20,781	$	25,638

Liabilities and Stockholders' Deficit:
Current Liabilities:
Accrued Interest	$	95	$	-
Line of credit – related party		12,750		-
Total Liabilities		12,845		-

Stockholders' Equity:
Preferred Stock, $0.001 par value, 10,000,000 shares authorized,		-		-
none issued and outstanding		-		-
Common stock, $0.001 par value, 190,000,000 shares authorized,		5,286		5,286
5,285,747 and 5,285,747 issued, 5,284,318 and 5,285,747 shares
outstanding, respectively
Additional paid-in capital		99,731		99,731
Treasury stock (1,429 and 0 shares, respectively)		(500)		-
Accumulated deficit		(96,581)		(79,379)
Total Stockholders' Equity		7,936		25,638

Total Liabilities and Stockholders' Equity	$	20,781	$	25,638

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

F-1

OUTDOOR SPECIALTY PRODUCTS, INC.

Statements of Operations

(Unaudited)

		Three Months Ended March 31, 2021		Three Months Ended March 31, 2020		Six Months Ended March 31, 2021		Six Months Ended March 31, 2020
Income Statement
Revenue	$	97	$	220	$	151	$	300
Cost of sales		9		18		13		26
Gross profit		88		202		138		274

Expenses:
General and administrative		15,398		2,310		17,245		8,990
Total Expense		15,398		2,310		17,245		8,990
Loss from Operations		(15,310)		(2,108)		(17,107)		(8,716)
Other Expense
Interest expense		(95)		-		(95)		-
Net Loss	$	(15,405)	$	(2,108)	$	(17,202)	$	(8,716)
Net loss per share of common stock-	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Weighted average number of common shares outstanding –		5,285,676		5,285,787		5,285,732		5,285,787
basic and diluted		5,285,676		5,285,787		5,285,732		5,285,787

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

F-2

OUTDOOR SPECIALTY PRODUCTS, INC.

Statements of Changes in Stockholders’ Equity

For the six months ended March 31, 2021 and 2020

(Unaudited)

	Common Stock					Treasury			Stock
	Shares		Amount		Additional Paid-in Capital		Shares			Amount		Accumulated Deficit		Total Stockholders’ Equity
Balance, September 30, 2019	5,285,747	$	5,286	$	99,731		-	$		-	$	(67,555)	$	37,462
Net loss for the three months ended December 31, 2019	-		-		-		-			-		(6,608)		(6,608)
Balance December 31, 2019	5,285,747	$	5,286	$	99,731		-	$		-	$	(71,163)	$	30,854
Net loss for the three months ended March 31, 2020	-		-		-		-			-		(2,108)		(2,108)
Balance, March 31, 2020	5,285,747	$	5,286	$	99,731		-	$		-	$	(76,271)	$	28,746
Balance, September 30, 2020	5,285,747	$	5,286	$	99,731		-	$		-	$	(79,379)	$	25,638
Net loss for the three months ended December 31, 2020	-		-		-		-			-		(1,797)		(1,797)
Balance December 31, 2020	5,285,747	$	5,286	$	99,731		-	$		-	$	(81,176)	$	23,841
Dissenter shares repurchased	(1,429)		-		-		1,429			(500)		-		(500)
Net loss for the three months ended March 31, 2021	-		-		-		-			-		(15,405)		(15,405)
Balance, March 31, 2021	5,284,318	$	5,286	$	99,731		1,429	$		(500)	$	(96,581)	$	7,936

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

F-3

OUTDOOR SPECIALTY PRODUCTS, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

		For the Six Months Ended
		March 31, 2021		March 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(17,202)	$	(8,716)
Adjustments to Reconcile Net Loss
To Net Cash Used by Operating Activities
Depreciation and Amortization		583		558
Changes in Operating Assets and Liabilities:
Increase in prepaid expense		(2,791)		(500)
Decrease in inventory		13		26
Increase in accrued interest		95		-
Net Cash Used by Operating Activities		(19,302)		(8,632)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of patent		-		(531)
Net Cash (Used) by Investing Activities		-		(531)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from line of credit - related party		12,750		-
Repurchase of common shares		(500)		-
Net Cash Provided by Financing Activities		12,250		-

Net Decrease in Cash		(7,052)		(9,163)

Cash at Beginning of Period		14,480		24,033
Cash at End of Period	$	7,428	$	14,870

SUPPLEMENTAL DISCLOSURES:
Cash Paid During the Period For:
Interest	$	-	$	-
Income taxes	$	-	$	-

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

F-4

OUTDOOR SPECIALTY PRODUCTS, INC.

Notes to the Unaudited Condensed Financial Statements

March 31, 2021

NOTE 1: CONDENSED FINANCIAL STATEMENTS

The accompanying unaudited financial statements of Outdoor Specialty Products, Inc. (the “Company”) were prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. Management of the Company (“Management”) believes that the following disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited financial statements and the notes thereto for the year ended September 30, 2020.

These unaudited financial statements reflect all adjustments, consisting only of normal recurring adjustments that, in the opinion of Management, are necessary to present fairly the financial position and results of operations of the Company for the periods presented. Operating results for the six months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending September 30, 2021.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company did not generate sufficient revenue to generate net income and has a limited operating history. These factors, among others, may indicate that there is substantial doubt that the Company will be unable to continue as a going concern for a reasonable period of time.

The financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company intends to seek additional funding through equity offerings to fund its business plan. There is no assurance that the Company will be successful in raising additional funds.

NOTE 3 – LINE OF CREDIT – RELATED PARTY

During the quarter ending March 31, 2021, the Company entered into a revolving promissory note agreement with a related party which allows the Company to borrow up to a maximum of $40,000, with funds being advanced from time to time upon request by the Company. The revolving promissory note bears interest at the rate of 3.5%. The unpaid principal interest are due on or before December 31, 2021. The balance on the line of credit at March 31, 2021 was $12,750 with accrued interest of $95.

NOTE 4 – EQUITY

During the quarter ending March 31, 2021, the Company increased its authorized common shares from 90,000,000 to 190,000,000. Also, during the quarter ending March 31, 2021, the Company repurchased 1,429 common shares valued at $500, and returned them to its treasury.

NOTE 5 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued, and determined that there are no events requiring disclosure.

F-5

Index to Financial Statements

Report of Independent Registered Public Accounting Firm	F-7
Balance Sheets	F-8
Statements of Operations	F-9
Statement of Changes in Stockholders’ Equity	F-10
Statements of Cash Flow	F-11
Notes to the Financial Statements	F-12

F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Outdoor Specialty Products, Inc.

Salt Lake City, Utah

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Outdoor Specialty Products, Inc. (the Company) as of September 30, 2020 and 2019, and the related statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, 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 September 30, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has minimal operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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. 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. 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. 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.

/s/ Pinnacle Accountancy Group of Utah

We have served as the Company’s auditor since 2018.

Pinnacle Accountancy Group of Utah

Farmington, Utah

January 4, 2021 (except for Note 1 “Summary of Significant Accounting Policies- Patents” and Note 3 “Long Lived Assets- Patent,” which are dated June 18, 2021)

F-7

OUTDOOR SPECIALTY PRODUCTS, INC.

Balance Sheets

		September 30, 2020		September 30, 2019
Assets:
Current Assets:
Cash	$	14,480	$	24,033
Prepaid expense		417		2,417
Inventory		4,702		4,750
Total current assets		19,599		31,200

Property, Plant and Equipment, net		631		1,388

Other Assets:
Patents, net		5,408		4,874

Total Assets	$	25,638	$	37,462

Liabilities and Stockholders' Equity:

Total Liabilities:	$	-	$	-

Stockholders' Equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-		-
Common stock, $0.001 par value, 90,000,000 shares authorized, 5,285,747 shares issued and outstanding		5,286		5,286
Additional paid-in capital		99,731		99,731
Accumulated deficit		(79,379)		(67,555)
Total Stockholders' Equity		25,638		37,462

Total Liabilities and Stockholders' Equity	$	25,638	$	37,462

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

F-8

OUTDOOR SPECIALTY PRODUCTS, INC.

Statements of Operations

		For the Year Ended
		September 20,
		2020		2019
Revenue	$	548	$	413
Cost of sales		(48)		(32)
Gross Profit		500		381

Expenses:
General and administrative		12,324		13,686
Total Expense		12,324		13,686
Income (loss) from Operations		(11,824)		(13,305)
Other Expense
Total other expense		-		-
Net Loss	$	(11,824)	$	(13,305)
Net loss per share of common stock - basic and diluted	$	(0.00)	$	(0.00)

Weighted average number of common shares outstanding – basic and diluted		5,285,747		5,285,747

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

F-9

OUTDOOR SPECIALTY PRODUCTS, INC.

Statement of Changes in Stockholders’ Equity

	Common Stock
	Shares		Amount		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity

Balance, September 30, 2018	5,285,747	$	5,286	$	99,731	$	(54,250)	$	50,767
Net loss	-		-		-		(13,305)		(13,305)

Balance, September 30, 2019	5,285,747	$	5,286	$	99,731	$	(67,555)	$	37,462
Net loss	-		-		-		(11,824)		(11,824)

Balance, September 30, 2020	5,285,747	$	5,286	$	99,731	$	(79,379)	$	25,638

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

F-10

OUTDOOR SPECIALTY PRODUCTS, INC.

STATEMENTS OF CASH FLOWS

		For the Year Ended
		September 30,
		2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(11,824)	$	(13,305)
Adjustments to Reconcile Net Loss To Net Cash Used by Operations
Depreciation and Amortization		1,139		1,112
Changes in operating assets and liabilities:
Decrease in prepaid expense		2,000		-
Decrease in inventory		48		31
Net Cash Used by Operating Activities		(8,637)		(12,162)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of patent		(916)		-
Net Cash Used by Investing Activities		(916)		-

CASH FLOWS FROM FINANCING ACTIVITIES		-		-
Net Cash Provided by Financing Activities		-		-

Net Decrease in Cash		(9,553)		(12,162)

Cash at Beginning of Period		24,033		36,195

Cash at End of Period	$	14,480	$	24,033

SUPPLEMENTAL DISCLOSURES:
Cash Paid During the Period For:
Interest	$	-	$	-
Income taxes	$	-	$	-

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

F-11

OUTDOOR SPECIALTY PRODUCTS, INC.

Notes to Financial Statements

September 30, 2020 and 2019

NOTE 1 – Organization and Summary of Significant Accounting Policies

Organization – Outdoor Specialty Products, Inc. (the “Company”) was incorporated in the State of Utah on January 31, 2014. The Company is in the business of developing and selling outdoor products with its first product focused on a reel protector for fishing reels. The Company also will be selling third party products through its website. The Company has elected a September 30 fiscal year end.

Accounting Estimates – The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents – For the purpose of the financial statements, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.

Inventories – Inventories, consisting primarily of injection molded Reel Guards and Adhesive Strips, are stated at the lower of cost or net realizable value, with cost determined using primarily the first-in-first-out (FIFO) method. The Company purchased substantially all inventories from one supplier, and has been dependent on this supplier for all inventory purchases since we commenced operations. The Company has $2,106 and $2,154 in finished goods and $2,596 and $2,596 in raw materials for the years ended September 30, 2020 and 2019, respectively.

Patents – Patents consist of the cost of obtaining a patent for the Company’s reel protector. Our patents are amortized over their legal life (typically 17 years) and analyzed periodically for impairment in accordance with ASC 350, Intangibles – Goodwill and Other.

Revenue Recognition – When the Company sells a reel protector, it recognizes revenue in accordance with Accounting Standards Update 2014-09 (ASC 606, Revenue from Contracts with Customers). Under ASC 606, the Company recognizes revenue upon the transfer of promised goods to customers in amounts that reflect the consideration to which the Company expects to be entitled. The Company considers revenue earned when all the following criteria are met: (i) the contract with the customer has been identified, (ii) the performance obligations have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to the performance obligations, and (v) the performance obligations have been satisfied.

The Company earned $548 and $413 in revenue during the years ended September 30, 2020 and 2019, respectively.

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

Basic and Diluted Loss Per Share - Basic loss per share is computed by dividing net loss attributable to common shares by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net income attributable to common shares for the period by the weighted average number of common and potential common shares outstanding during the period. Potential common shares are included in the calculation of diluted net income per share, when they are present in the financial statements, to the extent such shares are dilutive. During the years ended September 30, 2020 and 2019, the Company did not have any stock options, warrants, or other convertible or potentially-dilutive instruments issued and outstanding.

F-12

OUTDOOR SPECIALTY PRODUCTS, INC.

Notes to Financial Statements

September 30, 2020 and 2019

NOTE 2– Income Tax

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss, and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company followed the guidance provided by Staff Accounting Bulletin (SAB) No. 118 to calculate the value of the deferred tax calculation and current income tax calculation to show the effect of the Tax Cut and Jobs Act of 2017. Effective January 1, 2018 the corporate tax rate is now 21 percent for all income levels.

Deferred tax asset and valuation allowance are as follows at September 30:

		2020		2019
Approximate net operating loss carryforward	$	20,600	$	17,500

Valuation allowance		(20,600)		(17,500)

Deferred tax asset	$	-	$	-

The components of income tax expense (benefit) are as follows:

		2020		2019
Current federal tax	$	(2,500)	$	(2,800)
Current state tax		(600)		(600)

Change in valuation allowance		3,100		3,400
	$	-	$	-

At September 30, 2020, the Company had net operating loss carryforwards of approximately $79,000 that may be offset against future taxable income as long as the "continuity of ownership" test is met. No tax benefit has been reported in the September 30, 2020 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. The years 2017-2020 are open to examination by the IRS. No reserves for uncertain tax positions have been recorded.

F-13

OUTDOOR SPECIALTY PRODUCTS, INC.

Notes to Financial Statements

September 30, 2020 and 2019

NOTE 3– Long Lived Assets

Property, Plant, and Equipment

The Company’s capital asset consists of molding equipment stated at cost. Depreciation is calculated using the straight-line method over the estimated useful life which is determined to be seven years. Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred. The cost and related accumulated depreciation of any capital assets that are sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.

The following is a summary of property, plant, and equipment less accumulated depreciation as of September 30:

		2020		2019
Mold	$	5,300	$	5,300
Total property, plant and equipment		5,300		5,300

Less: accumulated depreciation		(4,669)		(3,912)

Property, plant, equipment, net	$	631	$	1,388

Depreciation expense for the year ended September 30, 2020 and 2019 was $757 and $757, respectively.

Patent

The following is a summary of patents less accumulated amortization as of September 30:

		2020		2019
Patent	$	6,943	$	6,027
Total patent		6,943		6,027

Less: accumulated amortization		(1,535)		(1,153)

Patent, net	$	5,408	$	4,874

Amortization expense for the year ended September 30, 2020 and 2019 was $382 and $355, respectively.

Future amortization of patent are as follows:

Year Ending September 30,
2021	$	408
2022		408
2023		408
2024		408
2025		408
Thereafter		3,368
	$	5,408

The Company has reviewed the patent for impairment and has determined that no impairment loss has been incurred. The cost is being amortized over 17 years, which is the estimated legal life of the patent. An additional $916 and $0 was incurred on the patent for the year ended September 30, 2020 and 2019, respectively.

F-14

OUTDOOR SPECIALTY PRODUCTS, INC.

Notes to Financial Statements

September 30, 2020 and 2019

NOTE 4 – Stockholders’ Equity

The Company has authorized 100,000,000 shares of stock with 90,000,000 shares designated common stock at a par value of $0.001 per share, and 10,000,000 shares designated as preferred stock at a par value of $0.001 per share. There were no equity transactions during the years ended September 30, 2020 or 2019.

NOTE 5 – Basic and Diluted Loss Per Share

The following table sets forth the computation of basic and diluted loss per share for the years ended September 30:

		2020		2019
Loss (numerator)	$	(11,824)	$	(13,305)
Weighted average shares (denominator)		5,285,747		5,285,747

Net loss per share – basic and diluted	$	-	$	-

NOTE 6 – Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company did not generate sufficient revenue to generate net income and has a limited operating history. These factors, among others, indicate that there is substantial doubt that the Company will be able to continue as a going concern for a reasonable period of time.

NOTE 7 – Subsequent Events

The Company has evaluated subsequent events from the balance sheet date through the date of the financial statements were issued, and determined that there are no events requiring disclosure.

F-15

ARTICLES OF INCORPORATION

OUTDOOR SPECIALTY PRODUCTS, INC.

The undersigned, a natural person being more than eighteen years of age, acting as incorporator of a corporation pursuant to the provisions of the Nevada Revised Statues (“NRS”), does hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE I

NAME

The name of the corporation is Outdoor Specialty Products, Inc. (hereinafter the “Corporation”).

ARTICLE II

REGISTERED OFFICE

The address of the registered office of the Corporation in the State of Nevada is 4625 West Nevso Drive, Suite 2, Las Vegas, NV 89103. The name of the registered agent at such address is Registered Agent Solutions, Inc. The Corporation may, from time to time, in the manner provided by law, change the resident agent and the registered office within the State of Nevada.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under Nevada law.

ARTICLE IV

EXISTENCE

The Corporation shall have perpetual existence.

ARTICLE V

CAPITAL STOCK

Section 5.01. The Corporation is authorized to issue two classes of shares to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares the Corporation is authorized to issue is 200,000,000. The number of shares of Common Stock authorized is 190,000,000 shares, par value $0.001 per share. The number of shares of Preferred Stock authorized is 10,000,000 shares, par value $0.001.

A.Common Stock

1.Voting Rights. Except as otherwise expressly provided by law or in this Article V, each outstanding share of Common Stock shall be entitled to one vote on each matter to be voted on by the shareholders of the Corporation.

2.Liquidation Rights. Subject to any prior or superior rights of liquidation as may be conferred upon any shares of Preferred Stock, and after payment or provision for payment of the debts and other liabilities of the Corporation, upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Common Stock then outstanding shall be entitled to receive all of the assets and funds of the Corporation remaining and available for distribution. Such assets and funds shall be divided among and paid to the holders of Common Stock, on a pro-rata basis, according to the number of shares of Common Stock held by them.

3.Dividends. Dividends may be paid on the outstanding shares of Common Stock as and when declared by the Board of Directors, out of funds legally available therefore, provided, however, that no dividends shall be made with respect to the Common Stock until any preferential dividends required to be paid or set apart for any shares of Preferred Stock have been paid or set apart.

4.Residual Rights. All rights accruing to the outstanding shares of the corporation not expressly provided for to the contrary herein or in the Bylaws of the Corporation, or in any amendment hereto or thereto, shall be vested in the Common Stock.

B.Preferred Stock. Except as otherwise provided herein or required by law, the Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series, or any amendments thereto. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

Section 5.02. Except as required by law, there shall be no cumulative voting by stockholders of the Corporation.

Section 5.03. Except as shall be expressly provided by the Board of Directors, a stockholder of the Corporation shall not be entitled to a preemptive or preferential right to purchase, subscribe for, or otherwise acquire any unissued or treasury shares of stock of the Corporation, or any options or warrants to purchase, subscribe for or otherwise acquire any such unissued or treasury shares, or any shares, bonds, notes, debentures, or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such unissued or treasury shares.

ARTICLE VI

BOARD OF DIRECTORS

Section 6.01. The Board of Directors shall consist of not less than one and not more than nine directors. Within the foregoing limits, the number of directors from time to time comprising the entire Board of Directors shall be fixed by or in the manner provided in the Bylaws. The name and address of the person who is to serve as director until the first annual meeting of shareholders and until his successor is elected and shall qualify is Kirk Blosch, 3482 Quail Hollow Drive, Salt Lake City, UT 84109.

Section 6.02. The Board of Directors, without shareholder approval, is authorized to issue shares of one class or series as a share dividend in respect of shares of another class or series.

ARTICLE VII

INCORPORATORS

The name and address of the incorporator is Kirk Blosch, 3482 Quail Hollow Drive, Salt Lake City, UT 84109.

ARTICLE VIII

BYLAWS

The authority to adopt, amend, or repeal the Bylaws of the Corporation is granted exclusively to the Board of Directors.

ARTICLE IX

LIMITATION ON PERSONAL LIABILITY

The liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS. If the NRS is amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors or officers, the liability of directors and officers of the corporation shall be eliminated or limited to the fullest extent permitted by the NRS, as so amended from time to time.

ARTICLE X

INDEMNIFICATION

In addition to any other rights of indemnification permitted by the laws of the State of Nevada or as may be provided for by the Corporation in the Bylaws or by agreement, the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding, involving alleged acts or omissions of such officer or director in his or her capacity as an officer or director of the Corporation, must be paid, by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made by the Corporation, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation.

ARTICLE XI

REPEAL AND CONFLICTS

Any repeal or modification of Articles IX OR X above approved by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director or officer of the Corporation existing as of the time of such repeal or modification. In the event of any conflict between Articles VIII and IX and any other Article of the Corporation’s Articles of Incorporation, the terms and provisions of Articles VIII and IX shall control.

ARTICLE XII

AMENDMENTS

Section 12.01 The Corporation reserves the right to amend, alter, change or repeal any provisions contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

Section 12.02 Notwithstanding any other provisions of these Articles of Incorporation or the Bylaws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, these Articles of Incorporation, or the Bylaws of the Corporation), the affirmative vote of the holders of 80% or more of the voting power of the outstanding voting stock of the Corporation shall be required to amend, alter, change, or repeal Article IX, Article X, Article XI, or this Article XII.

ARTICLE XIII

CERTAIN NEVADA LAW PROVISIONS

Section 13.01. Business Combination Provisions. The Corporation hereby expressly elects not to be governed by Section 411 to Section 444 of the NRS (NRS Sections 78.411 to 78.444), inclusive, or any successor provisions thereto.

Section 13.02. Control Share Provisions. The provisions of Section 378 to 3793 of the NRS (NRS Sections 78.378 to 78.3793), inclusive, or any successor provisions thereto, shall not apply to the Corporation or to any acquisition of a controlling interest by any current or future holder of Common Stock or Preferred Stock of the Corporation.

Section 13.03. Shareholder Meetings. Annual and special meetings of the stockholders shall be called as provided in the Bylaws of the Corporation.

BYLAWS

OUTDOOR SPECIALTY PRODUCTS, INC.

ARTICLE I

OFFICES

The principal executive office of the Corporation shall be located at such place, either within or without the State of Nevada, as the Board of Directors may specify from time to time. The Corporation shall have and continuously maintain a registered office and registered agent in the State of Nevada in accordance with the provisions of Section 78.090, or any successor statute, of the Nevada Revised Statutes (the “NRS”).

ARTICLE II

STOCKHOLDERS

2.1ANNUAL MEETING

The annual meeting of the stockholders shall be held on such date as is determined by the Board of Directors for the purpose of electing directors and for the transaction of such other business as may come before the meeting.

2.2SPECIAL MEETINGS

Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or by a majority of the directors, and shall be called by the president at the request of the holders of not less than ten percent of all the outstanding shares of the corporation entitled to vote at the meeting.

2.3PLACE OF MEETING

The directors may designate any place, either within or without the State unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting called by the directors. A waiver of notice signed by all stockholders entitled to vote at a meeting may designate any place, either within or without the state unless otherwise prescribed by statute, as the place for holding such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation.

2.4NOTICE OF MEETING

Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officer or persons calling the meeting, to each stockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

2.5CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE

For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the directors of the corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty days. If the stock transfer books shall be closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the directors may fix in advance a date as the record date for any such determination of stockholders, such date in any case to be not more than thirty days and, in case of a meeting of stockholders, not less than ten days prior to the date on which the particular action requiring such determination of stockholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of or to vote at a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

2.6VOTING LISTS

The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, or any adjournment thereof arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten days prior to such meeting, shall be kept on file at the principal office of the corporation or transfer agent and shall be subject to inspection by any stockholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the stockholders entitled to examine such list or transfer books or to vote at the meeting of stockholders.

2.7QUORUM

Unless otherwise provided by law, at any meeting of stockholders a majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than said number of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

2.8PROXIES

At all meetings of stockholders, a stockholder may vote by proxy executed in writing by the stockholder or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the corporation before or at the time of the meeting.

2.9VOTING

Each stockholder entitled to vote in accordance with the terms and provisions of the certificate of incorporation and these Bylaws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholders. Upon the demand of any stockholder, the vote for directors and upon any question before the meeting shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Articles of Incorporation or the laws of the state of incorporation.

2.10ORDER OF BUSINESS

The order of business at all meetings of the stockholders, shall be as follows:

1.Roll Call.

2.Proof of notice of meeting or waiver of notice.

3.Reading of minutes of preceding meeting.

4.Reports of Officers.

5.Reports of Committees.

6.Election of Directors.

7.Unfinished Business.

8.New Business.

2.11INFORMAL ACTION BY STOCKHOLDERS

Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the same percentage of all of the shareholders entitled to vote with respect to the subject matter thereof as would be required to take such action at a meeting.

ARTICLE III

BOARD OF DIRECTORS

3.1GENERAL POWERS

The business and affairs of the corporation shall be managed by its Board of Directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these Bylaws and the laws of this State.

3.2NUMBER, TENURE AND QUALIFICATIONS

The number of directors of the corporation shall be as established by the Board of Directors, but shall be no less than one. Each director shall hold office until the next annual meeting of stockholders and until his successor shall have been elected and qualified.

3.3REGULAR MEETINGS

A regular meeting of the directors shall be held without, other notice than this bylaw, immediately after, and at the same place as, the annual meeting of stockholders. The directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

3.4SPECIAL MEETINGS

Special meetings of the directors may be called by or at the request of the president or any director. The person or persons authorized to call special meetings of the directors may fix the place for holding any special meeting of the directors called by them. A director may attend any meeting by telephonic participation at the meeting.

3.5NOTICE

Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally, by electronic transmission, or by telegram or mailed to each director at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

3.6QUORUM

At any meeting of the directors a majority shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.7MANNER OF ACTING

The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors. In the event of an even number of directors in attendance at a meeting and there is a deadlock in votes, the Chairman shall have the deciding vote.

3.8NEWLY CREATED DIRECTORSHIPS AND VACANCIES

Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the board for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then in office, although less than a quorum exists. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the stockholders. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

3.9REMOVAL OF DIRECTORS

Any or all of the directors may be removed for cause by vote of the stockholders or by action of the board. Directors may be removed without cause only by vote of the stockholders.

3.10RESIGNATION

A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

3.11COMPENSATION

The Board of Directors, without regard to personal interest, may establish the compensation of directors for services in any capacity. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

3.12PRESUMPTION OF ASSENT

A director of the corporation who is present at a meeting of the directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

3.13EXECUTIVE AND OTHER COMMITTEES

The board, by resolution, may designate from among its members an executive committee and other committees, each consisting of three or more directors. Each such committee shall serve at the pleasure of the board.

ARTICLE IV

OFFICERS

4.1NUMBER

The officers of the corporation shall be a president, a secretary and a treasurer, each of whom shall be elected by the directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the directors.

4.2ELECTION AND TERM OF OFFICE

The officers of the corporation to be elected by the directors shall be elected annually at the first meeting of the directors held after each annual meeting of the stockholders. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

4.3REMOVAL

Any officer or agent elected or appointed by the directors may be removed by the directors whenever in their judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

4.4VACANCIES

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the directors for the unexpired portion of the term.

4.5CHAIRMAN OF THE BOARD

The Chairman of the Board shall preside at all meetings of stockholders and the Board of Directors. The Chairman shall have the other powers and duties as may be delegated from time to time by the Board of Directors, but shall not be an officer of the corporation unless otherwise designated as such by the Board of Directors.

4.6CHIEF EXECUTIVE OFFICER

The Chief Executive Officer shall, subject to the oversight of the Board of Directors, have general supervision, direction and control of the business and the officers, employees and agents of the corporation. In the absence of the Chairman of the Board of Directors, the Chief Executive Officer, if such officer is a director, shall preside at all meetings of the Board of Directors, unless the Board of Directors determines otherwise. The Chief Executive Officer shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

4.7PRESIDENT

Subject to the oversight of the Board of Directors and the supervision, control and authority of the Chief Executive Officer, if any, the President shall have general supervision, direction and control of the business and the officers, employees and agents of the Corporation. In the absence of a Chief Executive Officer appointed by the Board, the President shall be the chief executive officer of the Corporation. The President shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time. He may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the directors, certificates for shares of the corporation, any deeds, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the directors from time to time.

4.8VICE-PRESIDENT

In the absence of the president and chief executive officer, or in event of their death, inability or refusal to act, a vice-president may perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. A vice-president shall perform such other duties as from time to time may be assigned to him by the President or by the directors.

4.9SECRETARY

The secretary shall keep the minutes of the stockholders' and of the directors' meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these Bylaws or as required, be custodian of the corporate records and of the seal of the corporation and keep a register of the post office address of each stockholder which shall be furnished to the secretary by such stockholder, have general charge of the stock transfer books of the corporation and in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the president or by the directors.

4.10CHIEF FINANCIAL OFFICER

The Chief Financial Officer of the corporation shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any director for a purpose reasonably related to his position as a director. The Chief Financial Officer shall render to the Chief Executive Officer, President and Board of Directors, whenever they may request it, an account of the transactions of the Corporation and of the financial condition of the Corporation. The Chief Financial Officer shall have such other powers and perform such other duties as the Board of Directors shall designate or as may be provided by applicable law or elsewhere in these Bylaws.

4.11TREASURER

The Treasurer shall have the custody of the corporate funds and securities and shall keep and maintain, or cause to be kept and maintained, full and accurate accounts of receipts and disbursements. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse funds of the corporation as may be ordered by the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, or the President, taking proper vouchers for such disbursements. The Treasurer shall also have such powers and perform such duties incident to the office as may be assigned from time to time by the Board of Directors.

4.12SALARIES.

The salaries of the officers shall be fixed from time to time by the directors and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

5.1CONTRACTS

The directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

5.2LOANS

No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued. in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances.

5.3CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the directors.

5.4DEPOSITS

All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the directors may select.

ARTICLE VI

CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1CERTIFICATES FOR SHARES

Certificates representing shares of the corporation shall be in such form as shall be determined by the directors. Such certificates shall be signed by the president and by the secretary or by such other officers authorized by law and by the directors. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the stockholders, the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the directors may prescribe.

6.2UNCERTIFICATED SHARES

Unless the Corporation’s Articles of Incorporation provide otherwise, the Board of Directors may authorize the issue of some or all of the shares of the Corporation of any or all of its classes or series without certificates. Such authorization shall not affect shares already represented by certificates until they are surrendered to the Corporation.

6.3TRANSFERS OF SHARES

(a)Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office.

(b)The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof except as expressly provided by the laws of this state.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall end on the last day of such month in each year as the directors may prescribe.

ARTICLE VIII

DIVIDENDS

The directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law.

ARTICLE IX

CORPORATE SEAL

The directors may, in their discretion, provide a corporate seal which shall have inscribed thereon the name of the corporation, the state of incorporation, and the words, “Corporate Seal.”

ARTICLE X

WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any stockholder or director of the corporation under the provisions of these Bylaws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XI

AMENDMENTS

These Bylaws may be altered, amended or repealed and new bylaws may be adopted by action of the Board of Directors.

[As adopted by the Board of Directors on February 8, 2021]

OUTDOOR SPECIALTY PRODUCTS, INC.

2021 STOCK INCENTIVE PLAN

THE 2021 STOCK INCENTIVE PLAN (the “Plan”) of Outdoor Specialty Products, Inc., a Nevada corporation, is hereby adopted by its Board of Directors as of February 8, 2021 (the “Effective Date”).

ARTICLE 1.

PURPOSES OF THE PLAN

Section 1.01 Purposes. The purposes of the Plan are (a) to enhance the Company’s ability to attract and retain the services of qualified employees, officers, directors, advisors, consultants, and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the Company’s business largely depends, and (b) to provide additional incentives to such persons or entities to devote their utmost effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the Company and thereby have an interest in the success and increased value of the Company.

ARTICLE 2.

DEFINITIONS

For purposes of this Plan, terms not otherwise defined herein shall have the meanings indicated below:

Section 2.01 Administrator. “Administrator” means the Board or, if the Board delegates responsibility for any matter to the Committee, the term Administrator shall mean the Committee.

Section 2.02 Affiliated Company. “Affiliated Company” means:

a)with respect to Incentive Options, any “parent corporation” or “subsidiary corporation” of the Company, whether now existing or hereafter created or acquired, as those terms are defined in Sections 424(e) and 424(f) of the Code, respectively; and

b)with respect to Nonqualified Options, Restricted Stock Units, Stock Appreciation Rights, and Restricted Stock Grants any entity described in paragraph (a) of this 0 above, plus any other corporation, limited liability company (“LLC”), partnership or joint venture, whether now existing or hereafter created or acquired, with respect to which the Company beneficially owns more than fifty percent (50%) of: (1) the total combined voting power of all outstanding voting securities, or (2) the capital or profits interests of an LLC, partnership or joint venture.

Section 2.03 Base Price. “Base Price” means the price per share of Common Stock for purposes of computing the amount payable to a Participant who holds a Stock Appreciation Right upon exercise thereof.

Section 2.04 Board. “Board” means the Board of Directors of the Company.

Section 2.05 Change in Control. Except as set forth below, “Change in Control” means:

a)The acquisition, directly or indirectly, in one transaction or a series of related transactions, by any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) of the beneficial ownership of securities of the Company possessing more than 50% of the total combined voting power of all outstanding securities of the Company;

b)A merger or consolidation in which the Company is not the surviving entity, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such merger or consolidation hold as a result of holding the Company securities prior to such transaction, in the aggregate, securities possessing more than fifty percent 50% of the total combined voting power of all outstanding voting securities of the surviving entity (or the parent of the surviving entity) immediately after such merger or consolidation;

c)A reverse merger in which the Company is the surviving entity but in which the holders of the outstanding voting securities of the Company immediately prior to such merger hold, in the aggregate, securities possessing less than fifty percent 50% of the total combined voting power of all outstanding voting securities of the Company or of the acquiring entity immediately after such merger; or

d)The sale, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company, except for a transaction in which the holders of the outstanding voting securities of the Company immediately prior to such transaction(s) receive as a distribution with respect to securities of the Company, in the aggregate, securities possessing more than fifty percent (50%) of the total combined voting power of all outstanding voting securities of the acquiring entity immediately after such transaction(s).

e)In addition, a Change in Control will be deemed to have occurred if, at any time during any period of 12 consecutive months during the term of any award, as stated in the Option Exercise Documents, Restricted Stock Grant Form, Restricted Stock Unit Grant Form or Stock Appreciation Right Agreement under this Plan, individuals who at the beginning of such period constituted the entire Board do not for any reason constitute a majority of the Board, unless the election, or the nomination for election by the Company’s stockholders, of each new director was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of the period (but not including any new director whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors of the Company).

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A of the Code.

Section 2.06 Code. “Code” means the Internal Revenue Code of 1986, as amended from time to time.

Section 2.07 Committee. “Committee” means a committee of two or more members of the Board appointed to administer the Plan, as set forth in 0.

Section 2.08 Common Stock. “Common Stock” means the Common Stock of the Company, subject to adjustment pursuant to 0.

Section 2.09 Company. “Company” means Outdoor Specialty Products, Inc., a Nevada corporation, or any entity that is a successor to the Company. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations.

Section 2.10 Disability. “Disability” means permanent and total disability as defined in Section 22(e)(3) of the Code. The Administrator’s determination of a Disability or the absence thereof shall be conclusive and binding on all interested parties.

Section 2.11 Effective Date. “Effective Date” means the date on which the Plan was originally adopted by the Board, as set forth on the first page hereof.

Section 2.12 Exchange Act. “Exchange Act” means the Securities and Exchange Act of 1934, as amended.

Section 2.13 Exercise Price. “Exercise Price” means the purchase price per share of Common Stock payable by the Optionee to the Company upon exercise of an Option.

Section 2.14 Fair Market Value. “Fair Market Value” on any given date means the value of one share of Common Stock, determined as follows: (i) the last sale before or the first sale after the grant date; (ii) the closing price on the trading day before or on the grant date; (iii) the arithmetic mean (average) of the high and low prices on the trading day before or the trading day of the grant; (iv) an average of the stock price (determined either based on the arithmetic mean or the average of such selling price, weighted based on the volume of trading on each trading day during the period) over a fixed period occurring within 30 days before or after the grant; or (v) any other reasonable valuation method using actual transactions. If there is no public trading market for the Common Stock, the Administrator may determine the fair market value in good faith using any reasonable method of evaluation in a manner consistent with the valuation principles under Section 409A of the Code, which determination shall be conclusive and binding on all interested parties.

Section 2.15 FINRA Dealer. “FINRA Dealer” means a broker-dealer that is a member of the Financial Industry Regulatory Authority.

Section 2.16 Incentive Option. “Incentive Option” means any Option designated and qualified as an “incentive stock option” as defined in Section 422 of the Code.

Section 2.17 Nonqualified Option. “Nonqualified Option” means any Option that is not an Incentive Option. To the extent that any Option designated as an Incentive Option fails in whole or in part to qualify as an Incentive Option, including, without limitation, for failure to meet the limitations applicable to a 10% Stockholder or because it exceeds the annual limit provided for in 0 below, it shall to that extent constitute a Nonqualified Option.

Section 2.18 Option. “Option” means any option to purchase Common Stock granted pursuant to this Plan.

Section 2.19 Option Exercise Documents. “Option Exercise Documents” means and includes the Option Exercise Form, the Option Grant Form, the forms of which are set forth in Attachments 1 to this Plan, and any other agreements the Optionee is required to enter into to exercise options.

Section 2.20 Option Exercise Form. “Option Exercise Form” means the form identified as Exhibit B to the Option Grant Form.

Section 2.21 Option Grant Form. “Option Grant Form” means the Grant of Stock Option form signed by both parties with respect to either an Incentive Option or a Nonqualified Option.

Section 2.22 Optionee. “Optionee” means any Participant who holds an Option.

Section 2.23 Participant. “Participant” means an individual or entity that holds Options, Restricted Stock Units, Stock Appreciation Rights, or Restricted Stock Awards under this Plan.

Section 2.24 Performance Criteria. “Performance Criteria” means one or more of the following as established by the Administrator, which may be stated as a target percentage or dollar amount, a percentage increase over a base period percentage or dollar amount or the occurrence of a specific event or events:

a)Revenue;

b)Gross profit;

c)Operating income;

d)Pre-tax income;

e)Earnings before interest, taxes, depreciation and amortization (“EBITDA”);

f)Earnings per common share on a fully diluted basis (“EPS”);

g)Consolidated net income of the Company divided by the average consolidated common stockholders’ equity (“ROE”);

h)Cash and cash equivalents derived from either (i) net cash flow from operations, or (ii) net cash flow from operations, financings and investing activities (“Cash Flow”);

i)Adjusted operating cash flow return on income;

j)Cost containment or reduction;

k)The percentage increase in the market price of the Company’s common stock over a stated period; and

l)Individual business objectives.

Section 2.25 Restricted Stock Award. “Restricted Stock Award” means shares issued pursuant to the Restricted Stock Award Program in 0 and evidenced by a Restricted Stock Grant Form.

Section 2.26 Restricted Stock Award Program. “Restricted Stock Award Program” means the program to issue restricted shares pursuant to 0.

Section 2.27 Restricted Stock Grant Form. “Restricted Stock Grant Form” means the written agreement entered into between the Company and a Participant evidencing the grant of Restricted Stock Awards under the Plan, the form of which is set forth in Attachment 2 to this Plan.

Section 2.28 Restricted Stock Unit. “Restricted Stock Unit” means a right to receive an amount equal to the Fair Market Value of one share of Common Stock, issued pursuant to 0, subject to any restrictions and conditions as are established pursuant to 0.

Section 2.29 Restricted Stock Unit Grant Form. “Restricted Stock Unit Grant Form” means the written agreement entered into between the Company and a Participant evidencing the grant of Restricted Stock Units under the Plan, the form of which is set forth in Attachment 3 to this Plan.

Section 2.30 Service. “Service” means the provision of services to the Company or any Affiliated Company by a person in the capacity of an employee, a non-employee member of the board of directors, officer, or a Service Provider, except to the extent otherwise specifically provided in the documents evidencing the grant of an award under this Plan.

Section 2.31 Service Provider. “Service Provider” means a consultant, advisor, or other person or entity the Administrator authorizes to become a Participant in the Plan and who provides services to (i) the Company, (ii) an Affiliated Company, or (iii) any other business venture designated by the Administrator in which the Company or an Affiliated Company has a significant ownership interest.

Section 2.32 Stock Appreciation Right. “Stock Appreciation Right” means a right issued pursuant to 0, subject to any restrictions and conditions as are established pursuant to 0 that is designated as a Stock Appreciation Right.

Section 2.33 Stock Appreciation Right Agreement. “Stock Appreciation Right Agreement” means the written agreement entered into between the Company and a Participant evidencing the grant of Stock Appreciation Rights under the Plan, the form of which is set forth in Attachment 4 to this Plan.

Section 2.34 10% Stockholder. “10% Stockholder” means a person who, as of a relevant date, owns or is deemed to own (by reason of the attribution rules applicable under Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of an Affiliated Company.

ARTICLE 3.

ELIGIBILITY

Section 3.01 Incentive Options. Only employees of the Company or of an Affiliated Company (including members of the Board if they are employees of the Company or of an Affiliated Company) are eligible to receive Incentive Options under the Plan.

Section 3.02 Nonqualified Options; Restricted Stock Units and Stock Appreciation Rights. Employees and officers of the Company or of an Affiliated Company, members of the Board (whether or not employed by the Company or an Affiliated Company), and Service Providers are eligible to receive Nonqualified Options, Restricted Stock Units, and Stock Appreciation Rights under the Plan.

Section 3.03 Section 162(m) Limitation. Subject to adjustment as to the number and kind of shares pursuant to Section 4.02, in no event shall any Participant be granted in any one calendar year any award that does not qualify as “performance-based compensation” under Section 162(m) of the Code. In granting awards which are intended to qualify under Section 162(m) of the Code, the Administrator shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the award under Section 162(m) of the Code (e.g., in determining the Performance Criteria), provided that no action by the Company or the Administrator shall be deemed to be a promise that any such award will be “performance-based compensation” under such section.

ARTICLE 4.

PLAN SHARES

Section 4.02 Changes in Capital Structure. In the event that the outstanding shares of Common Stock are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of a recapitalization, stock split, reverse stock split, reclassification, stock dividend, or other change in the capital structure of the Company, then appropriate adjustments shall be made by the Administrator to the aggregate number and kind of shares subject to this Plan, the number and kind of shares and the price per share subject to or covered by outstanding Option Exercise Documents, Restricted Stock Grant Form, Restricted Stock Unit Grant Form or Stock Appreciation Right Agreement and the limit on the number of shares under 0, all in order to preserve, as nearly as practical, but not to increase, the benefits to Participants.

Section 4.03 Limitation on Number of Shares. The total number of shares of Common Stock issuable under this Plan shall not exceed 30% of the then outstanding shares of Common Stock (with convertible preferred or convertible senior common shares counted on an as if converted basis), unless a percentage higher than 30% is approved by at least two-thirds of the outstanding securities entitled to vote.

ARTICLE 5.

OPTIONS

Section 5.01 Grant of Stock Options. The Administrator shall have the right to grant pursuant to this Plan, Options subject to such terms, restrictions, and conditions as the Administrator may determine at the time of grant. Such conditions may include, but are not limited to, continued provision of Service or the achievement of specified performance goals or objectives established by the Administrator with respect to one or more Performance Criteria, which require the Administrator to certify in writing whether and the extent to which such Performance Criteria were achieved.

Section 5.02 Option Exercise Documents. Each Option granted pursuant to this Plan shall be evidenced by Option Exercise Documents which shall specify the number of shares subject thereto, vesting provisions relating to such Option, the Exercise Price per share, and whether the Option is an Incentive Option or Nonqualified Option. As soon as is practical following the grant of an Option, Option Exercise Documents shall be duly executed and delivered by or on behalf of the Company to the Optionee to whom such Option was granted. Each Option Exercise Document shall be in such form and contain such additional terms and conditions, not inconsistent with the provisions of this Plan, as the Administrator shall, from time to time, deem desirable.

Section 5.03 Exercise Price. The Exercise Price per share of Common Stock covered by each Option shall be determined by the Administrator, subject to the following: (a) the Exercise Price of an Incentive Option shall not be less than 100% of Fair Market Value on the date the Incentive Option is granted, (b) the Exercise Price of a Nonqualified Option shall not be less than 100% of Fair Market Value on the date the Nonqualified Option is granted, and (c) if the person to whom an Incentive Option is granted is a 10% Stockholder on the date of grant, the Exercise Price shall not be less than 110% of Fair Market Value on the date the Incentive Option is granted. However, an Option may be granted with an Exercise Price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Sections 409A and 424 of the Code.

Section 5.04 Payment of Exercise Price.

a)Payment of the Exercise Price shall be made upon exercise of an Option and may be made, in the discretion of the Administrator, subject to any legal restrictions, by: (a) cash; (b) check; (c) the surrender of shares of Common Stock owned by the Optionee (provided that shares acquired pursuant to the exercise of options granted by the Company must have been held by the Optionee for the requisite period necessary to avoid a charge to the Company’s earnings for financial reporting purposes), which surrendered shares shall be valued at Fair Market Value as of the date of such exercise; (d) the cancellation of indebtedness of the Company to the Optionee; (e) the waiver of compensation due or accrued to the Optionee for services rendered; (f) provided that a public market for the Common Stock exists, a “same day sale” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Exercise Price and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; (g) provided that a public market for the Common Stock exists, a “margin” commitment from the Optionee and a FINRA Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the FINRA Dealer in a margin account as security for a loan from the FINRA Dealer in the amount of the Exercise Price, and whereby the FINRA Dealer irrevocably commits upon receipt of such shares to forward the Exercise Price directly to the Company; or (h) any combination of the foregoing methods of payment or any other consideration or method of payment as shall be permitted by applicable law and approved by the Administrator.

b)In lieu of paying the aggregate Exercise Price as set forth in Section 5.04(a) above, the Administrator may permit Optionee, at the election of such Optionee, to exercise the Options by authorizing the Company to withhold from issuance a number of shares of Common Stock issuable upon exercise of the Options which when multiplied by the Fair Market Value of the Common Stock is equal to the aggregate Exercise Price, as applicable, and such withheld shares shall no longer be issuable under the Option Grant (a “Cashless Exercise”). The formula for determining the number of shares of Common Stock to be issued in a Cashless Exercise is as follows:

X =	(A-B) x C
	A

where:

X = the number of shares issuable upon exercise pursuant to this Cashless Exercise provision.

A = the Fair Market Value of the Common Stock on the business day immediately preceding the date on which the Optionee delivers the Option Exercise Form.

B = the Exercise Price.

C = the number of shares of Common Stock as to which an Option is then being exercised including the withheld shares.

If the foregoing calculation results in a negative number, then no shares shall be issuable via a Cashless Exercise.

Section 5.05 Term and Termination of Options. The term and provisions for termination of each Option shall be as fixed by the Administrator, but no Option may be exercisable more than ten years after the date it is granted. An Incentive Option granted to a person who is a 10% Stockholder on the date of grant shall not be exercisable more than five years after the date it is granted.

Section 5.06 Vesting and Exercise of Options. Each Option shall vest and become exercisable in one or more installments at such time or times and subject to such conditions, including without limitation the achievement of specified performance goals or objectives established with respect to one or more Performance Criteria, as shall be determined by the Administrator.

Section 5.07 Annual Limit on Incentive Options. To the extent required for “incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock with respect to which Incentive Options granted under this Plan and any other plan of the Company or any Affiliated Company become exercisable for the first time by an Optionee during any calendar year shall not exceed $100,000.

Section 5.08 Restrictions. Options may not be sold, pledged or otherwise encumbered or disposed of and shall not be assignable or transferable except by will, the laws of descent and distribution or pursuant to a domestic relations order entered by a court in settlement of marital property rights, except as specifically provided in the Stock Option Agreement or as authorized by the Administrator, and subject to 0 of this Plan.

Section 5.09 Effect of Termination of Service, Death, or Disability.

a)Unless otherwise provided by the Administrator, any unvested Options held by the Optionee at the time of termination of Service, Disability or death, will expire immediately upon the occurrence of any such event.

b)The following provisions shall govern the exercise of any vested Options held by the Optionee at the time of termination of Service, Disability, or death:

(1)Should the Optionee’s Service be terminated for cause, then the Options shall terminate on the date Service is terminated.

(2)Should the Optionee’s Service be terminated for Disability, then the Optionee shall have a period of six months following the date of such termination during which to exercise each outstanding Option held by such Optionee at the time of Disability.

(3)If the Optionee dies while holding an outstanding Option, then the personal representative of his or her estate or the person or persons to whom the Option is transferred pursuant to the Optionee’s will or the laws of inheritance shall have six months following the date of the Optionee’s death to exercise such Option.

(4)Should Optionee’s Service be terminated by reason other than for cause, Disability, or death, then the Optionee shall have a period of 30 days following the date of such termination during which to exercise each outstanding Option held by such Optionee.

(5)Under no circumstances, however, shall any such Option be exercisable after the specified expiration of the Option term.

(6)During the applicable post-Service exercise period, the Option may not be exercised in the aggregate for more than the number of vested shares for which the Option is exercisable on the date of the Optionee’s termination of Service. Upon the expiration of the applicable exercise period or (if earlier) upon the expiration of the Option term, the Option shall terminate and cease to be outstanding for any Option which has not been exercised.

a)The Administrator shall have the discretion, exercisable either at the time an Option is granted or at any time while the Option remains outstanding, to provide either or both of the following, in whole or in part as to any Options:

(1)extend the period of time for which the Option is to remain exercisable following Optionee’s termination of Service or death from the limited period otherwise in effect for that Option to such greater period of time as the Administrator shall deem appropriate, but in no event beyond the expiration of the Option term;

(2)permit the Option to be exercised, during the applicable post-termination exercise period, not only with respect to the number of vested shares of Common Stock for which such Option is exercisable at the time of the Optionee’s termination of Service but also with respect to one or more additional installments in which the Optionee would have vested under the Option had the Optionee continued Service.

Section 5.10 Rights as a Stockholder. An Optionee or permitted transferee of an Option shall have no rights or privileges as a stockholder with respect to any shares covered by an Option until such Option has been duly exercised and certificates representing shares purchased upon such exercise have been issued to such person.

ARTICLE 6.

RESTRICTED STOCK UNITS

Section 6.01 Grants of Restricted Stock Units. The Administrator shall have the right to grant pursuant to this Plan Restricted Stock Units subject to such terms, restrictions, and conditions as the Administrator may determine at the time of grant. Such conditions may include, but are not limited to, continued employment or the achievement of specified performance goals or objectives established by the Administrator with respect to one or more Performance Criteria, which require the Administrator to certify in writing whether and the extent to which such Performance Criteria were achieved.

Section 6.02 Restricted Stock Unit Grant Forms. A Participant shall have no rights with respect to the Restricted Stock Units covered by a Restricted Stock Unit Grant Form until the Participant has executed and delivered to the Company the applicable Restricted Stock Unit Grant Form. Each Restricted Stock Unit Grant Form shall be in such form, and shall set forth such other terms, conditions, and restrictions of the Restricted Stock Unit Grant Form, not inconsistent with the provisions of this Plan, as the Administrator shall, from time to time, deem desirable. Each such Restricted Stock Unit Grant Form may be different from each other Restricted Stock Unit Grant Form.

Section 6.03 Vesting of Restricted Stock Units. The Restricted Stock Unit Grant Form shall specify the date or dates, the performance goals, if any, established by the Administrator with respect to one or more Performance Criteria that must be achieved, and any other conditions on which the Restricted Stock Units may vest. Except as otherwise provided by the Administrator, should the Participant cease to remain in Service while holding one or more unvested Restricted Stock Units, should the performance objectives not be attained with respect to one or more such unvested Restricted Stock Units, or in the event of the death or Disability of the Participant, then those Restricted Stock Units shall be immediately surrendered to the Company for cancellation, and the Participant shall have no further shareholder rights with respect to those Restricted Stock Units.

Section 6.04 Form and Timing of Settlement. Settlement in respect of vested Restricted Stock Units will be automatic upon vesting thereof. Payment in respect thereof will be made no later than 30 days thereafter and may, in the discretion of the Administrator, be in cash, shares of Common Stock of equivalent Fair Market Value as of the date of exercise, or a combination of both, except as specifically provided in the Restricted Stock Unit Grant Form.

Section 6.05 Rights as a Stockholder. Holders of Restricted Stock Units shall have no rights or privileges as a stockholder with respect to any shares of Common Stock covered thereby unless and until they become owners of shares of Common Stock following settlement in respect of such Restricted Stock Units, in whole or in part, in shares of Common Stock pursuant to their respective Restricted Stock Unit Grant Forms and the terms and conditions of the Plan.

Section 6.07 Restrictions. Restricted Stock Units may not be sold, pledged or otherwise encumbered or disposed of and shall not be assignable or transferable except by will, the laws of descent and distribution or pursuant to a domestic relations order entered by a court in settlement of marital property rights, except as specifically provided in the Restricted Stock Unit Grant Form or as authorized by the Administrator, and subject to 0 of this Plan.

ARTICLE 7.

STOCK APPRECIATION RIGHTS

Section 7.01 Grants of Stock Appreciation Rights. The Administrator shall have the right to grant pursuant to this Plan, Stock Appreciation Rights subject to such terms, restrictions and conditions as the Administrator may determine at the time of grant. Such conditions may include, but are not limited to, continued employment or the achievement of specified performance goals or objectives established by the Administrator with respect to one or more Performance Criteria, which require the Administrator to certify in writing whether and the extent to which such Performance Criteria were achieved.

Section 7.02 Stock Appreciation Right Agreements. A Participant shall have no rights with respect to the Stock Appreciation Rights covered by a Stock Appreciation Right Agreement until the Participant has executed and delivered to the Company the applicable Stock Appreciation Right Agreement. Each Stock Appreciation Right Agreement shall be in such form, and shall set forth the Base Price and such other terms, conditions and restrictions of the Stock Appreciation Right Agreement, not inconsistent with the provisions of this Plan, as the Administrator shall, from time to time, deem desirable. Each such Stock Appreciation Right Agreement may be different from each other Stock Appreciation Right Agreement.

Section 7.03 Base Price. The Base Price per share of Common Stock covered by each Stock Appreciation Right shall be determined by the Administrator and will be not less than 100% of Fair Market Value on the date the Stock Appreciation Right is granted. However, a Stock Appreciation Right may be granted with a Base Price lower than that set forth in the preceding sentence if such Stock Appreciation Right is granted pursuant to an assumption or substitution for another stock appreciation right in a manner satisfying the provisions of Section 409A of the Code.

Section 7.04 Term and Termination of Stock Appreciation Rights. The term and provisions for termination of each Stock Appreciation Right shall be as fixed by the Administrator, but no Stock Appreciation Right may be exercisable more than ten years after the date it is granted.

Section 7.05 Vesting and Exercise of Stock Appreciation Rights. Each Stock Appreciation Right shall vest and become exercisable in one or more installments at such time or times and subject to such conditions, including without limitation the achievement of specified performance goals or objectives established with respect to one or more Performance Criteria, as shall be determined by the Administrator and set forth in the Stock Appreciation Right Agreement.

Section 7.06 Effect of Termination of Service, Death, or Disability.

a)Unless otherwise provided by the Administrator, any unvested Stock Appreciation Right held by the Participant at the time of termination of Service, Disability or death, will expire immediately upon the occurrence of any such event.

b)The following provisions shall govern the exercise of any vested Stock Appreciation Right held by the Participant at the time of termination of Service, Disability, or death:

(1)Should the Participant’s Service be terminated for cause, then the Stock Appreciation Rights shall terminate on the date Service is terminated.

(2)Should the Participant’s Service be terminated for Disability, then the Participant shall have a period of six months following the date of such termination during which to exercise each outstanding Stock Appreciation Right held by such Participant at the time of Disability.

(3)If the Participant dies while holding an outstanding Stock Appreciation Right, then the personal representative of his or her estate or the person or persons to whom the Stock Appreciation Right is transferred pursuant to the Participant’s will or the laws of inheritance shall have six months following the date of the Participant’s death to exercise such Stock Appreciation Right.

(4)Should Participant’s Service be terminated by reason other than for cause, Disability, or death, then the Participant shall have a period of 30 days following the date of such termination during which to exercise each outstanding Stock Appreciation Right held by such Participant.

(5)Under no circumstances, however, shall any such Stock Appreciation Right be exercisable after the specified expiration of the Stock Appreciation Right term.

c)The Administrator shall have the discretion, exercisable either at the time a Stock Appreciation Right is granted or at any time while the Stock Appreciation Right remains outstanding, to extend the period of time for which the Stock Appreciation Right is to remain exercisable following Participant’s termination of Service or death from the limited period otherwise in effect for that Stock Appreciation Right to such greater period of time as the Administrator shall deem appropriate, but in no event beyond the expiration of the Stock Appreciation Right term;

Section 7.07 Amount, Form and Timing of Settlement. Upon exercise of a Stock Appreciation Right, the Participant who holds such Stock Appreciation Right will be entitled to receive payment from the Company in an amount equal to the product of (a) the difference between the Fair Market Value of a share of Common Stock on the date of exercise over the Base Price per share of Common Stock covered by such Stock Appreciation Right and (b) the number of shares of Common Stock with respect to which such Stock Appreciation Right is being exercised. Payment in respect thereof will be made no later than 30 days after such exercise, provided that such payment will be made in a manner such that no amount of compensation will be treated as deferred under Treasury Regulation Section 1.409A-1(b)(5)(i)(D). Such payment may, in the discretion of the Administrator, be in cash, shares of Common Stock of equivalent Fair Market Value as of the date of exercise, or a combination of both, except as specifically provided in the Stock Appreciation Right Agreement.

Section 7.08 Rights as a Stockholder. Holders of Stock Appreciation Rights shall have no rights or privileges as a stockholder with respect to any shares of Common Stock covered thereby unless and until they become owners of shares of Common Stock following settlement in respect of such Stock Appreciation Rights, in whole or in part, in shares of Common Stock pursuant to their respective Stock Appreciation Right Agreements and the terms and conditions of the Plan.

Section 7.09 Restrictions. Stock Appreciation Rights may not be sold, pledged or otherwise encumbered or disposed of and shall not be assignable or transferable except by will, the laws of descent and distribution or pursuant to a domestic relations order entered by a court in settlement of marital property rights, except as specifically provided in the Stock Appreciation Right Agreement or as authorized by the Administrator, and subject to 0 of this Plan.

ARTICLE 8.

RESTRICTED STOCK AWARDS PROGRAM

Section 8.01 Restricted Stock Award Terms. Shares of Common Stock may be issued under the Restricted Stock Awards Program through direct and immediate issuances of Restricted Stock Awards without any intervening option grants. Each such stock grant shall be evidenced by a Restricted Stock Awards Agreement which complies with the terms specified below.

Section 8.02 Cost of Shares. Grants of Restricted Stock Awards under the Restricted Stock Awards Program shall be made at such cost as the Administrator shall determine and may be issued for no monetary consideration, subject to applicable state law.

Section 8.03 Vesting Provisions.

a)Each Restricted Stock Award shall vest and become exercisable in one or more installments at such time or times and subject to such conditions, including without limitation the achievement of specified performance goals or objectives established with respect to one or more Performance Criteria, as shall be determined by the Administrator.

b)Any new, substituted or additional securities or other property (including money paid other than as a regular cash dividend) which the Participant may have the right to receive with respect to the Participant’s unvested Restricted Stock Awards by reason of any stock dividend, stock split, recapitalization, combination of shares, exchange of shares or other change affecting the outstanding Common Stock as a class without the Company’s receipt of consideration shall be issued subject to (i) the same vesting requirements applicable to the Participant’s unvested Restricted Stock Awards and (ii) such escrow arrangements as the Administrator shall deem appropriate.

c)Unless specified otherwise in the Restricted Stock Awards Agreement, the Participant shall have full shareholder rights with respect to any Restricted Stock Awards issued to the Participant under the Restricted Stock Awards Program, whether or not the Participant’s interest in those shares is vested, and accordingly, the Participant shall have the right to vote such shares and to receive any regular cash dividends paid on such shares.

d)Should the Participant cease to remain in Service while holding one or more unvested Restricted Stock Awards issued under the Restricted Stock Awards Program or should the performance objectives not be attained with respect to one or more such unvested Restricted Stock Awards, then those shares shall be immediately surrendered to the Company for cancellation, and the Participant shall have no further shareholder rights with respect to those shares. To the extent the surrendered shares were previously issued to the Participant for consideration paid in cash or cash equivalent (including the Participant’s purchase-money indebtedness), the Company shall repay to the Participant the cash consideration paid for the surrendered shares and shall cancel the unpaid principal balance of any outstanding purchase-money note of the Participant attributable to such surrendered shares.

e)The Administrator may in its discretion waive the surrender and cancellation of one or more unvested Restricted Stock Awards (or other assets attributable thereto) which would otherwise occur upon the non-completion of the vesting schedule applicable to such shares. Such waiver shall result in the immediate vesting of the Participant’s interest in the Restricted Stock Awards as to which the waiver applies. Such waiver may be effected at any time, whether before or after the Participant’s cessation of Service or the attainment or non-attainment of the applicable performance objectives.

Section 8.04 Restrictions. Unvested Restricted Stock Awards may not be sold, pledged or otherwise encumbered or disposed of and shall not be assignable or transferable except by will, the laws of descent and distribution or pursuant to a domestic relations order entered by a court in settlement of marital property rights, except as specifically provided in the Restricted Stock Grant Form or as authorized by the Administrator, and subject to 0 of this Plan.

Section 8.05 Share Escrow/Legends. Stock certificates evidencing any unvested Restricted Stock Awards may, in the Administrator’s discretion, be held in escrow by the Company until the Participant’s interest in such shares vests or may be issued directly to the Participant with restrictive legends on the certificates evidencing those unvested shares.

ARTICLE 9.

ADMINISTRATION OF THE PLAN

Section 9.01 Administrator. Authority to control and manage the operation and administration of the Plan shall be vested in the Board, which may delegate such responsibilities in whole or in part to a committee consisting of two or more members of the Board (the “Committee”), each of whom shall meet the independence requirements under the then applicable rules, regulations or listing requirements of the principal exchange on which the Company’s shares of Common Stock are then listed or admitted to trading or as otherwise determined by the Board. Members of the Committee may be appointed from time to time by, and shall serve at the pleasure of, the Board. The Board may limit the composition of the Committee to those persons necessary to comply with the requirements of Section 162(m) of the Code and Section 16 of the Exchange Act. As used herein, the term “Administrator” means the Board or, with respect to any matter as to which responsibility has been delegated to the Committee, the term Administrator shall mean the Committee.

Section 9.03 Repricing Prohibited. Subject to 0, and except in connection with a corporate transaction involving the Company (including, without limitation, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, or exchange of shares), neither the Committee nor the Board shall amend the terms of outstanding awards to reduce the Exercise Price of outstanding Options or the Base Price of outstanding Stock Appreciation Rights or cancel outstanding Options, Stock Appreciation Rights, or Restricted Stock Awards in exchange for cash, other awards or Options with an Exercise Price that is less than the Exercise Price of the original Options or Stock Appreciation Rights with a Base Price that is less than the Base Price of the original Stock Appreciation Rights, without approval of the Company’s stockholders, evidenced by a majority of votes cast.

Section 9.04 Limitation on Liability; Indemnification. No employee of the Company or member of the Board or Committee shall be subject to any liability with respect to duties under the Plan unless the person acts fraudulently or in bad faith. To the extent permitted by law, the Company shall indemnify each member of the Board or Committee, and any employee of the Company with duties under the Plan, who was or is a party, or is threatened to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, by reason of such person’s conduct in the performance of duties under the Plan.

ARTICLE 10.

CHANGE IN CONTROL

Section 10.01 Options and Stock Appreciation Rights. Vesting of all outstanding Options or Stock Appreciation Rights shall accelerate automatically effective as of immediately prior to the consummation of the Change in Control. In connection with such acceleration, the Administrator in its discretion may provide, in connection with the Change in Control transaction, for the purchase or exchange of each Option or Stock Appreciation Right for an amount of cash or other property having a value equal to (i) with respect to each Option, the amount (or “spread”) by which, (x) the value of the cash or other property that the Optionee would have received pursuant to the Change in Control transaction in exchange for the shares issuable upon exercise of the Option had the Option been exercised immediately prior to the Change in Control, exceeds (y) the Exercise Price of the Option, and (ii) with respect to each Stock Appreciation Right, the value of the cash or other property that the Participant would have received had the Stock Appreciation Right been exercised immediately prior to the Change in Control. The Administrator shall have the discretion to provide in each Option Exercise Document other terms and conditions that relate to vesting of such Option or Stock Appreciation Right in the event of a Change in Control. The aforementioned terms and conditions may vary in each Option Exercise Document and may be different from and have precedence over the provisions set forth in this 0.

Section 10.02 Restricted Stock Units and Restricted Stock Awards. All Restricted Stock Units and unvested Restricted Stock Awards shall vest in full effective as of immediately prior to the consummation of the Change in Control. In connection with such acceleration, the Administrator in its discretion may provide, in connection with the Change in Control transaction, for the purchase or exchange of each Restricted Stock Unit or Restricted Share for an amount of cash or other property having a value equal to the value of the cash or other property that the Participant would have received had the Restricted Stock Unit or Restricted Share vested immediately prior to the Change in Control. The Administrator shall have the discretion to provide in each agreement other terms and conditions that relate to vesting of such Restricted Stock Units and Restricted Stock Awards in the event of a Change in Control. The aforementioned terms and conditions may vary in each agreement, and may be different from and have precedence over the provisions set forth in this 0.

ARTICLE 11.

AMENDMENT AND TERMINATION OF THE PLAN

Section 11.01 Amendments. The Board may from time to time alter, amend, suspend or terminate this Plan in such respects as the Board may deem advisable. No such alteration, amendment, suspension or termination shall be made which shall substantially affect or impair the rights of any Participant under an outstanding Option Exercise Documents, Restricted Stock Awards Agreement, Restricted Stock Unit Grant Form, and Stock Appreciation Right Agreement without such Participant’s consent. Shareholder approval is required for any amendment which increases the number of shares that may be issued under the Plan. The Board may alter or amend the Plan to comply with requirements under the Code relating to Incentive Options or other types of options which gives Optionees more favorable tax treatment than that applicable to Options granted under this Plan as of the date of its adoption. Upon any such alteration or amendment, any outstanding Option granted hereunder may, if the Administrator so determines and if permitted by applicable law, be subject to the more favorable tax treatment afforded to an Optionee pursuant to such terms and conditions. The Plan Administrator may revise or amend the grant forms attached to this Plan.

Section 11.02 Plan Termination. Unless this Plan shall theretofore have been terminated, the Plan shall terminate on the tenth anniversary of the Effective Date and no Options, Restricted Stock Units, Stock Appreciation Rights, or Restricted Stock Awards may be granted under the Plan thereafter, but Option Exercise Documents, Restricted Stock Awards Agreement, Restricted Stock Unit Grant Forms, and Stock Appreciation Right Agreements then outstanding shall continue in effect in accordance with their respective terms.

ARTICLE 12.

TAXES

Section 12.01 Withholding. The Company shall have the power to withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy any applicable Federal, state, and local tax withholding requirements with respect to any Options, Restricted Stock Units, Stock Appreciation Rights, or Restricted Stock Awards. To the extent permissible under applicable tax, securities and other laws, the Administrator may, in its sole discretion and upon such terms and conditions as it may deem appropriate, permit a Participant to satisfy his or her obligation to pay any such tax, in whole or in part, up to an amount determined on the basis of the highest marginal tax rate applicable to such Participant, by (a) directing the Company to apply shares of Common Stock to which the Participant is entitled as a result of the exercise of an Option or Stock Appreciation Right or vesting of a Restricted Stock Unit or Restricted Share, or (b) delivering to the Company shares of Common Stock owned by the Participant. The shares of Common Stock so applied or delivered in satisfaction of the Participant’s tax withholding obligation shall be valued at their Fair Market Value as of the date of measurement of the amount of income subject to withholding.

Section 12.02 Compliance with Section 409A of the Code. Options, Restricted Stock Units, Stock Appreciation Rights, and Restricted Stock Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A of the Code such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A of the Code, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Option Exercise Document, Restricted Stock Awards Agreement, Restricted Stock Unit Grant Form, and Stock Appreciation Right Agreement is intended to meet the requirements of Section 409A of the Code and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Option, Restricted Stock Unit, Stock Appreciation Right, or Restricted Stock Award, or grant, payment, settlement or deferral thereof is subject to Section 409A of the Code such Option, Restricted Stock Unit, Stock Appreciation Right, or Restricted Share will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A of the Code, such that the grant, payment, settlement or deferral thereof will not be subject to the additional tax or interest applicable under Section 409A of the Code.

ARTICLE 13.

MISCELLANEOUS

Section 13.01 Involuntary Transfer. In the event of any transfer by operation of law or other involuntary transfer (including divorce or death) of all or a portion of any awards or shares granted pursuant to this Plan, whether vested or unvested, held by the record holder thereof, the Company shall have the right to purchase all of the awards or shares transferred at the greater of the purchase price paid by purchaser or the Fair Market Value of the awards or shares (as determined by the Board of Directors) on the date of transfer. Upon such a transfer, the person acquiring the awards or shares shall promptly notify the Secretary of the Company of such transfer. The right to purchase such awards or shares shall be provided to the Company for a period of 30 days following receipt by the Company of written notice by the person acquiring the awards or shares. Within 30 days of receiving notice of the transfer or proposed transfer, the Company shall notify the purchaser/acquirer or his or her executor of the price. If the purchaser/acquirer does not agree with the Company’s valuation, the purchaser/acquirer may have the valuation determined by an independent appraiser to be mutually agreed upon and paid for by the purchaser/acquirer and the Company.

Section 13.02 Shareholder Approval of the Plan. The Plan shall be approved by a majority of the outstanding securities entitled to vote at a duly called meeting or by majority written consent by the later of (i) within 12 months before or after the date the Plan is adopted, or (ii) prior to or within 12 months of the granting of any Incentive Options or Nonqualified Options, or the issuance of any Restricted Stock Units, Stock Appreciation Rights, or Restricted Stock Awards. If any Incentive Options or Nonqualified Options is exercised, or any Restricted Stock Units, Stock Appreciation Rights, or Restricted Stock Awards is issued before security holder approval is obtained, the award shall be rescinded if security holder approval is not obtained in the manner described in the preceding sentence.

Section 13.04 Excess Awards. Awards may be granted under the Plan which are in each instance in excess of the number of shares of Common Stock then available for issuance under the Plan, provided any excess shares actually issued under those programs shall be held in escrow until there is obtained shareholder approval of an amendment or increase pursuant to 0 sufficiently increasing the number of shares of Common Stock available for issuance under the Plan. If such shareholder approval is not obtained within 12 months after the date the first such excess issuances are made, then (i) any unexercised options granted on the basis of such excess shares shall terminate and cease to be outstanding and (ii) the Company shall promptly refund to the Participants the exercise or purchase price paid for any excess shares issued under the Plan and held in escrow, together with interest (at the applicable Short Term Federal Rate) for the period the shares were held in escrow, and such shares shall thereupon be automatically canceled and cease to be outstanding.

Section 13.05 Benefits Not Alienable. Other than as provided above, benefits under this Plan may not be assigned or alienated, whether voluntarily or involuntarily. Any unauthorized attempt at assignment, transfer, pledge or other disposition shall be without effect.

Section 13.06 No Enlargement of Employee Rights. This Plan is strictly a voluntary undertaking on the part of the Company and shall not be deemed to constitute a contract between the Company and any Participant to be consideration for, or an inducement to, or a condition of, the employment of any Participant. Nothing contained in the Plan shall be deemed to give the right to any Participant to be retained as an employee of the Company or any Affiliated Company or to interfere with the right of the Company or any Affiliated Company to discharge any Participant at any time.

Section 13.07 Application of Funds. The proceeds received by the Company from the sale of Common Stock pursuant to Option Exercise Documents, except as otherwise provided herein, will be used for general corporate purposes.

Section 13.08 Annual Reports. During the term of this Plan, the Company will furnish to each Participant who does not otherwise receive such materials, copies of all reports, proxy statements and other communications that the Company distributes generally to its stockholders, including, but not limited to, annual financial statements.

Section 13.09 Choice of Law and Venue. The Plan and all related documents shall be governed by, and construed in accordance with, the laws of the State of Nevada. Acceptance of an award shall be deemed to constitute consent to the jurisdiction and venue of the courts located in the State of Nevada for all purposes in connection with any suit, action or other proceeding relating to such award, including the enforcement of any rights under the Plan or any agreement or other document, and shall be deemed to constitute consent to any process or notice of motion in connection with such proceeding being served by certified or registered mail or personal service within or without the State of Nevada, provided a reasonable time for appearance is allowed.

Section 13.10 Rule 16b-3. With respect to Participants subject to Rule 16b-3 of the Exchange Act, transactions under the Plan are intended to comply with all applicable provisions of Rule 16b-3. To the extent any provision of the Plan or action by the Plan Administrator fails to so comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Plan Administrator.

Section 13.11 Relationship to Other Plans. Nothing in this Plan shall prevent the Company or any Affiliated Company from adopting or continuing other or additional compensation arrangements, including without limitation plans providing for the granting of options, restricted stock units, stock appreciation rights, restricted stock awards, or other equity awards. Grants under the Plan may form a part of or otherwise be related to such other or additional compensation arrangements.

Attachments:

1.Option Grant Form

2.Restricted Stock Grant Form

3.Restricted Stock Unit Grant Form

4.Stock Appreciation Right Agreement

OUTDOOR SPECIALTY PRODUCTS, INC.

OPTION GRANT FORM

This Option Grant Form (“Grant Form”) is hereby offered to Optionee with respect to the following option grant (the “Option”) to purchase shares of the Common Stock of Outdoor Specialty Products, Inc., a Nevada corporation (the “Corporation”):

Optionee:

Grant Date:

Exercise Price:

Number of Option Shares:

Expiration Date:

Type of Option:

Non-Statutory

Incentive Stock Option (1)

Date Exercisable:

Vesting Schedule:

Special Terms or Conditions:

Optionee understands and agrees that the Option is granted subject to and in accordance with the terms of the Corporation’s 2021 Stock Incentive Plan (the “Plan”), a copy of which is attached hereto as Exhibit A. Exercise of the any Options must be made under the Option Exercise Form, a copy of which is attached hereto as Exhibit B.

All capitalized terms in this Grant Form shall have the meaning assigned to them in this form or in the attached Plan.

Assuming that you are in agreement with the terms of this Grant Form, please sign your name in the space indicated below.

Outdoor Specialty Products, Inc.

By:
Title:

By signing below, Optionee is affirming that they agree with the terms listed above and acknowledges receipt of the documents listed below as Exhibits A and B.

AGREED:


Optionee


Print Name


Address:

Exhibit A2021 Stock Incentive Plan

Exhibit BOption Exercise Form

_____________________________

⁽¹⁾ To the extent any option designated in this Grant Form as an Incentive Option would not qualify in whole or in part for favorable tax treatment as an Incentive Option at the time of exercis, such option may be exercised by the Optionee as a Non-Statuatory Option.

OUTDOOR SPECIALTY PRODUCTS, INC.

RESTRICTED SOCK GRANT FORM

This Restricted Stock Grant Form (“Grant Form”) is hereby offered to Grantee with respect to the following grant of restricted shares (the “Restricted Shares”) of the Common Stock of Outdoor Specialty Products, Inc., a Nevada corporation (the “Company”):

Grantee:

Grant Date:

Number of Restricted Shares:

Vesting Schedule:

Special Terms or Conditions:

Grantee understands and agrees that the Restricted Shares are granted subject to and in accordance with the terms of the Company’s 2021 Stock Incentive Plan (the “Plan”), a copy of which is attached hereto as Exhibit A.

All capitalized terms in this Grant Form shall have the meaning assigned to them in this form or in the attached Plan.

Assuming that you are in agreement with the terms of this Grant Form, please sign your name in the space indicated below.

Outdoor Specialty Products, Inc.

By:
Title:

By signing below, Grantee is affirming that they agree with the terms listed above and acknowledges receipt of the document listed below as Exhibit A.

AGREED:


Grantee


Print Name


Address:

Exhibit A2021 Stock Incentive Plan

OUTDOOR SPECIALTY PRODUCTS, INC.

RESTRICTED STOCK UNIT GRANT FORM

This Restricted Stock Unit Grant Form (“Grant Form”) is hereby offered to Grantee with respect to the following grant of Restricted Stock Units of Outdoor Specialty Products, Inc., a Nevada corporation (the “Company”): Terms not defined herein are defined in the Company’s 2021 Stock Incentive Plan (the “Plan”).

Grant Date:

Number of Restricted Stock Units:

Vesting and Other Terms:

Grantee understands and agrees that the Restricted Stock Units are granted subject to and in accordance with the terms of the Plan, a copy of which is attached hereto as Exhibit A.

All capitalized terms in this Agreement shall have the meaning assigned to them in this form or in the attached Plan.

Assuming that you are in agreement with the terms of this Agreement, please sign your name in the space indicated below.

Outdoor Specialty Products, Inc.

By:
Title:

By signing below, Grantee is affirming that they agree with the terms listed above and acknowledges receipt of the document listed below as Exhibit A.

AGREED:


Grantee


Print Name


Address:

Exhibit A2021 Stock Incentive Plan

OUTDOOR SPECIALTY PRODUCTS, INC.

STOCK APPRECIATION RIGHT AGREEMENT

This Stock Appreciation Right Agreement (this “Agreement”) is made and entered into as of ________________________, 202___ by and between Outdoor Specialty Products, Inc., a Nevada corporation (the “Company”) and the undersigned (the “Participant”). Terms not defined herein are defined in the Company’s 2021 Stock Incentive Plan (the “Plan”).

Grant Date:		(the “Grant Date”)

Number of SARs:		(the “SARS”)

Base Price per SAR:		(the “Base Price”)

Vesting and Other Terms:

1.Grant. The Company hereby grants to the Participant the SARs set forth above. Each SAR entitles the Participant to receive, upon exercise, an amount equal to the excess of (a) the Fair Market Value (as determined by the Administrator) of a share of Common Stock on the date of exercise, over (b) the Exercise Price (the “Appreciation Value”). The SARs are being granted under and are subject to the terms and conditions of the Plan.

2.Vesting Schedule. The SARs will vest under the terms set forth above. Except as otherwise provided in this Agreement, the unvested SARs will not be exercisable on or after the Participant’s termination of continued employment.

3.Expiration. The SARs will expire on the Expiration Date set forth above, or earlier as provided in this Agreement or the Plan.

4.Manner of Exercise.

a.When to Exercise. Except as otherwise provided in the Plan or this Agreement, the Participant (or in the case of exercise after the Participant’s death or incapacity, the Participant’s executor, administrator, heir or legatee, as the case may be) may exercise his or her vested SARs, in whole or in part, at any time after vesting and until the Expiration Date or earlier termination pursuant to Section 3 hereof, by following the procedures set forth in this Section. If partially exercised, the Participant may exercise the remaining unexercised portion of the SARs at any time after vesting and until the Expiration Date or earlier termination pursuant hereto. No SARs shall be exercisable after the Expiration Date.

b.Election to Exercise. To exercise the SARs, the Participant (or in the case of exercise after the Participant’s death or incapacity, the Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company a written notice (or notice through another previously approved method, which could include a web-based or e-mail system) to the Company which sets forth the number of SARs being exercised, together with any additional documents as the Company may require. Each such notice must satisfy whatever then-current procedures apply to the SARs and must contain such representations as the Company requires.

c.Documentation of Right to Exercise. If someone other than the Participant exercises the SARs, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the SARs.

d.Date of Exercise. The SARs shall be deemed to be exercised on the business day that the Company receives a fully executed exercise notice. If the notice is received after business hours on such date, then the SAR shall be deemed to be exercised on the business date immediately following the business date such notice is received by the Company.

5.Form of Payment. Upon the exercise of all or a portion of the SARs, the Participant shall be entitled to a payment in cash or stock (solely at the discretion of the Administrator) equal to the Appreciation Value of the SARs being exercised, less any amounts withheld for taxes.

6.Section 409A; No Deferral of Compensation. Neither the Plan nor this Agreement is intended to provide for the deferral of compensation within the meaning of Section 409A of the Internal Revenue Code (the “Code”). The Company reserves the right to unilaterally amend or modify the Plan or this Agreement, to the extent the Company considers it necessary or advisable, in its sole discretion, to comply with, or to ensure that the SARs granted hereunder are not subject to, Section 409A of the Code.

7.No Right to Continued Employment. Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an employee, consultant, advisor, or director of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Participant’s continued employment at any time, with or without Cause.

8.Tax Liability and Withholding. Notwithstanding any action the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the grant, vesting, or exercise of the SARs and (b) does not commit to structure the SARs to reduce or eliminate the Participant’s liability for Tax-Related Items.

9.Notices. Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the principal financial officer of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.

10.Governing Law. This Agreement will be construed and interpreted in accordance with the laws of the State of ** without regard to conflict of law principles.

11.Interpretation. Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or the Company to the Administrator for review. The resolution of such dispute by the Administrator shall be final and binding on the Participant and the Company.

12.SARs Subject to Plan. This Agreement is subject to the Plan. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

13.Successors and Assigns. The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the person(s) to whom the SARs may be transferred by will or the laws of descent or distribution.

15.Severability. The invalidity or unenforceability of any provision of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.

16.Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the SARs in this Agreement does not create any contractual right or other right to receive any SARs or other awards in the future. Future awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company.

17.Amendment. The Administrator has the right to amend, alter, suspend, discontinue or cancel the SAR, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s consent.

18.No Impact on Other Benefits. The value of the Participant’s SARs is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

19.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

20.Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof and accepts the SARs subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there may be adverse tax consequences upon exercise of the SARs and that the Participant should consult a tax advisor prior to such exercise.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above.

Outdoor Specialty Products, Inc.


By:
Title:

Participant


(Signature)


(Print Name)

Address:

Exhibit 5.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Outdoor Specialty Products, Inc.

Salt Lake City, UT

We hereby consent to the use in the Registration Statement of Outdoor Specialty Products, Inc., on Form 10 that was filed on or about June 18, 2021, of our Report of Independent Registered Public Accounting Firm, dated January 4, 2021, on the Balance Sheets of Outdoor Specialty Products, Inc., as of September 30, 2020 and 2019, and the related Statements of Operations, Changes in Stockholders' Equity, and Cash Flows for the years then ended, which appear in such Registration Statement.

We also consent to the use of our name under the caption “Experts.”

/s/ Pinnacle Accountancy Group of Utah

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

Farmington, Utah

June 18, 2021

PLAN AND AGREEMENT OF MERGER

OUTDOOR SPECIALTY PRODUCTS, INC.

(A UTAH CORPORATION)

INTO

OUTDOOR SPECIALTY PRODUCTS, INC.

(A NEVADA CORPORATION)

Plan and Agreement of Merger (hereinafter called “Merger Agreement”) dated this 24^th day of February 2021, by and between Outdoor Specialty Products, Inc., a corporation organized and existing under the laws of the state of Utah (hereinafter sometimes referred to as “OSPI (UT)”) and Outdoor Specialty Products, Inc., a corporation organized and existing under the laws of the state of Nevada (hereinafter sometimes referred to as “OSPI (NV)”). These two parties are herein sometimes referred to collectively as the “merging corporations.”

RECITALS:

WHEREAS, OSPI (NV) is the wholly owned subsidiary of OSPI (UT);

WHEREAS, OSPI (UT) wishes to change the state of its domicile by merging into OSPI (NV); and

WHEREAS, Section 92A.190 of the Nevada Revised Statutes and Section 16-10a-1104 of the Utah Revised Business Corporation Act each authorize the merger of OSPI (UT) and OSPI (NV);

NOW, THEREFORE, the merging corporations have agreed, and do hereby agree, each with the other in consideration of the premises and the mutual agreements, provisions, covenants and grants herein contained and in accordance with the laws of the State of Nevada, and in accordance with the laws of the State of Utah ah, that OSPI (UT) and OSPI (NV) be merged into a single corporation and that OSPI (NV) shall be the continuing and surviving corporation and do hereby agree upon and prescribe that the terms and conditions of the merger hereby agreed upon and the mode of carrying the same into effect and the manner of converting the presently outstanding shares of each of the merging corporations into the shares of OSPI (NV) are and shall be hereinafter set forth:

Article I

Manner of Conversion of Shares

The manner and basis of converting the shares of OSPI (UT) into shares of OSPI (NV) are as follows: at the effective time of the merger, each share of common stock of OSPI (UT) shall thereupon be converted into one share of OSPI (NV). Each holder of outstanding common stock of OSPI (UT) upon surrender to OSPI (NV) of one or more certificates or notice of book entry for such shares for cancellation shall be entitled to receive one or more certificates or a book entry for the number of shares of common stock of OSPI (NV) represented by the certificates or book entry of OSPI (UT) so surrendered for cancellation by such holder. Until so surrendered, each such certificate or book entry representing outstanding shares of common stock of OSPI (UT) shall represent the ownership of a like number of shares of OSPI (NV) for all corporate and legal purposes.

As of the effective time of the merger, all of the outstanding shares of common stock of OSPI (NV) which shares are held by OSPI (UT), shall be redeemed by OSPI (NV) for the sum of $1.00 and such redeemed shares shall be cancelled and returned to the status of authorized and unissued shares. None of such redeemed shares shall be retained by OSPI (NV) as treasury shares and such shares shall be reissued in accordance with paragraph 1 of this Article I.

Article II

Effective Time

The effective time of the merger shall be upon the filing of the Merger Agreement (or a certificate in lieu thereof) in accordance with Nevada Revised Statutes and the Utah Revised Business Corporation Act. Prior to said date, this Merger Agreement shall (i) have been submitted to and approved by the board of directors of each of the merging corporations; (ii) have been approved by the stockholders of each of the merging corporations in accordance with law.

Article III

Effect of Merger

When the merger shall have been effected, the following shall occur:

(a)The merging corporations shall be a single corporation known as OSPI, a Nevada corporation.

(b)The separate existence of OSPI (UT) shall cease.

(c)OSPI (NV) shall have all rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under the Nevada Statutes.

(d)OSPI (NV) shall thereupon and thereafter possess all the rights, privileges, immunities and franchises of a public as well as of a private nature of each of the merging corporations and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares and all other choses in action, and all and every other interest of and belonging to or due to each of the merging corporations shall be taken and deemed to be transferred to and vested in OSPI (NV) without further act or deed, and the title to any real estate or any interest therein vested in either of the merging corporations shall not revert or be in any way impaired by reason of the merger.

(e)OSPI (NV) shall thenceforth be responsible and liable for all the liabilities and obligations of each of the merging corporations and any claim existing or action or proceeding pending by or against either of the merging corporations may be prosecuted to judgment as if such merger had not taken place, or OSPI (NV) may be substituted in its place. Neither the rights of creditors nor any liens upon the property of either of the merging corporations shall be impaired by reason of the merger.

(f)After the effective time of the merger, the earned surplus of OSPI (NV) shall equal the aggregate of the earned surpluses of the merging corporations immediately prior to the effective time of the merger. The earned surplus determined as above provided shall continue to be available for payment of dividends by OSPI (NV).

(g)The certificate of incorporation of OSPI (NV) as in effect on the date of the merger, except as provided for in this Merger Agreement, shall continue in full force and effect as the certificate of incorporation of the corporation surviving this merger.

(h)The bylaws of OSPI (NV) as they shall exist on the effective date of this Merger Agreement shall be and remain the bylaws of the surviving corporation until the same shall be altered, amended or repealed as therein provided.

(i)The directors and officers of OSPI (NV) shall continue in office until the next annual meeting of stockholders and until their successors shall have been elected and qualified.

Article IV

Service of Process; Rights of Dissenting Shareholders

OSPI (NV) hereby agrees that it may be served with process in the State of Utah in any proceeding for enforcement of any obligation of OSPI (UT), and in any proceeding for the enforcement of the rights of a dissenting shareholder of OSPI (UT). OSPI (NV) irrevocably appoints the director of the Utah Division of Corporations and Commercial Code as its agent to accept service of process in any such proceeding. The address to which a copy of the process may be mailed is 3842 Quail Hollow Drive, Salt Lake City, UT 84109. OSPI (NV) will promptly pay to the dissenting shareholders of OSPI (UT) the amount, if any, to which they shall be entitled under the provisions of the Utah Revised Business Corporation Act with respect to the rights of dissenting shareholders.

Article V

Termination

If, at any time prior to the effective date hereof, events or circumstances occur which in the opinion of a majority of the board of directors of either constituent corporation renders it inadvisable to consummate the merger, this Merger Agreement shall not become effective even though previously adopted by the shareholders of the corporation as herein before provided. The filing of the merger documents shall conclusively establish that no action to terminate this plan has been taken by the board of directors of either corporation.

Article VI

Amendment

The boards of directors of the constituent corporations may amend this Merger Agreement at any time prior to the filing of the Merger Agreement (or a certificate in lieu thereof) with the States of Utah and Nevada provided that an amendment made subsequent to the adoption of the Merger Agreement by the stockholders of any constituent corporation shall not (i) alter or change the amount of any kind of shares, securities, cash, property and/or rights to be received in exchange for or on conversion of all or any of the shares of any class or series thereof of such constituent corporation, except to correct manifest error as may be permitted by law; (ii) alter or change any term of the Certificate or Articles of Incorporation of the surviving corporation to be effected by the merger; or (iii) alter or change any of the other terms and conditions of the Merger Agreement if such alteration or change would adversely affect the holders of any class or series thereof of such constituent corporation.

IN WITNESS WHEREOF, Outdoor Specialty Products, Inc., a Nevada corporation, has caused this Plan and Agreement of Merger to be signed by its president and its secretary in accordance with the requirements of Nevada Revised Statutes, and Outdoor Specialty Products, Inc., a Utah corporation, has caused this Plan and Agreement of Merger to be signed by its president and its secretary in accordance with the requirements of Section 16-10a-1104 of the Utah Revised Business Corporation Act all as of the day and year first above written.

Outdoor Specialty Products, Inc.
A Utah Corporation

By:	/s/ Kirk Blosch
	Kirk Blosch, President

Outdoor Specialty Products, Inc.
A Nevada Corporation

By:	/s/ Kirk Blosch
	Kirk Blosch, President

LICENSE AND ROYALTY AGREEMENT

THIS LICENSE AND ROYALTY AGREEMENT (this “Agreement”) is entered into effective as of May 4, 2021, by and between Steve Smith, an individual (“Licensor”), and Outdoor Specialty Products Inc., a Nevada corporation (“Licensee”), on the following

Premises

A. Licensor has invented a foam-weighted, slow sinking, fishing bobber (the “SLINKOR”) and owns all rights in and to the SLINKOR, its method of manufacture, and all improvements, additions, and enhancements thereto.

B. Licensor has been engaged in the development of the SLINKOR and other products related to the spin fishing industry for approximately ten years. The SLINKOR has been sold by Licensor under the name of “SLINKOR” and by Licensor doing business as SLINKOR Fishing Products.

C. Licensor and Licensee desire to enter into this Agreement to provide for the grant of a license to the SLINKOR, its method of manufacture, and all improvements, additions and enhancements thereto, including the non-exclusive right to manufacture the SLINKOR, the non-exclusive right to sell the SLINKOR in stores, at trade shows, and in other physical locations, and the exclusive right to market and sell the SLINKOR in the ecommerce market including, but not limited to, online sales through Amazon, Ebay, Etsy, and similar sites and online sales through Licensee’s website and the websites of any other person.

Agreement

NOW, THEREFORE, upon the forgoing premises which are incorporated herein by this reference, and in consideration of the mutual covenants and obligations to be performed and benefits to be received hereunder, Licensor and Licensee hereby agree as follows:

1.Certain Definitions. The following defined terms have the stated meanings as used herein:

(a)Licensed Process(es). The term “Licensed Process(es)” shall mean any method, process, or procedure based upon or which utilizes the Licensed Technology.

(b)Licensed Product(s). The term “Licensed Product(s)” means the SLINKOR invented and owned by Licensor and all rights in and to its method of manufacture, and all improvements, additions, and enhancements thereto (the “Improvements”), and any formulation(s), composition(s), or combination(s) of compositions based upon or manufactured or used in accordance with the Licensed Technology.

(c)Licensed Technology. The term “Licensed Technology” shall mean all scientific, technical, and other data and all information and know-how related to the Licensed Product(s), whether or not any such inventions or developments are patentable, including, but not limited to, the formulae, methods, processes, manufacturing procedures, experimental data, disclosures, reports, findings, ideas, and trade secrets of or pertaining to the Licensed Product(s). Licensed Technology shall be expanded to include all Improvements invented by Licensor as they become subject to this Agreement but shall not include any Improvements developed by Licensee.

(d)Confidential Information. “Confidential Information” as used herein shall mean information in the possession of a party which is held and treated by such party as proprietary or trade secret information and not disclosed to the trade or public by such party. Confidential Information shall not include information (i) which is known to the receiving party at the time of disclosure by the disclosing party, (ii) which after disclosure by the disclosing party to the receiving party is received by the receiving party from another who, with respect to the disclosing party, has the right to disclose such information, or (iii) which is available to the public or subsequently becomes available to the public through no breach of obligations of confidence and trust by the receiving party to the disclosing party.

2.Grant of License. Subject only to (i) the rights reserved herein by Licensor, and (ii) the terms and conditions set forth herein, Licensor hereby grants to Licensee the following perpetual licenses and rights:

(a)the non-exclusive world-wide right to use and apply the Licensed Technology and any patent rights now or hereafter pertaining thereto and to make, have made, use, lease, sell, market or otherwise dispose of the Licensed Product(s) and to use the Licensed Process(es); and

(b)the exclusive world-side right to market, sell or otherwise dispose of the Licensed Product(s) in the ecommerce market in any country in the world including, but not limited to, online sales through Amazon, Ebay, and similar retail sites, and online sales through Licensee’s website and the website of any other person; and

(c)the right to grant sublicenses hereunder, including specifically but without limitation the right to license others under the rights granted hereunder to make, have made, use, sell, and otherwise to dispose of Licensed Product(s) and to use the Licensed Process(es). Licensee shall have the right to disclose Licensor’s Confidential Information to sublicenses and manufacturers to the extent necessary to permit sublicenses or manufacturers to effectively make, use, and sell the Licensed Products and use the Licensed Process(es); provided, however, that sublicensees shall be placed under the obligations of confidence of this Agreement as to all such Confidential Information.

3.Documentation and Technical Assistance. Licensor shall at its own cost provide Licensee with all available written technical information and know-how in its possession and shall document all know-how and technology known to Licensor respecting the Licensed Technology, the Licensed Product(s), and the Licensed Process(es) and any Improvements and provide technical and scientific aid and assistance to assist Licensee in the further development of the Licensed Technology and the manufacture, marketing, and sale of the Licensed Products. Licensor hereby grants Licensee the non-exclusive license to use, publish, and republish all instructional videos, flyers, and other marketing materials now or hereafter created by Licensor with regard to the Licensed Products.

4.Documentation and Confirmation of Rights. Licensor shall upon request of and at the expense of Licensee execute such further documents and take such actions as are necessary and proper to evidence the rights granted hereunder to Licensee including but not limited to any transfer documents or patent assignments.

5.Authority and Reservation of Rights to Licensor.

(a)Authority. Licensor represents and warrants to Licensee that it has full legal power to grant the rights to Licensee as set forth in section 2 of this Agreement; that it has not made and covenants that it will not make any commitment to others inconsistent with such grant; that it is not aware of any third party (including without limitation any university, research foundation, or institute) who holds from or under Licensor directly or indirectly any rights to or under the Licensed Technology, the Licensed Product(s) or the Licensed Process(es) which would preclude Licensor from granting to Licensee all the rights granted to Licensee under this Agreement. Licensor further represents and warrants that all persons who have participated in research activities related to the Licensed Technology, the Licensed Product(s) and the Licensed Process(es) or have any potential claim to the technology have assigned and/or are under a legal obligation to assign, and all additional persons who participate in such activity are or shall be placed under a legal obligation to assign, all proprietary and ownership rights in and to the Licensed Technology, the Licensed Product(s) and the Licensed Process(es) and the know-how and the patent rights respecting the same to Licensor, which rights, by virtue of this Agreement shall be subject to the rights of Licensee as set forth herein.

(b)Reservation of Rights. Licensor reserves the right to make and use Licensed Product(s) and Licensed Process(es) in the course of its business and to sell the Licensed Product in stores, at trade shows, and in other physical brick and mortar locations but shall have no right to sell the Licensed Products in ecommerce or otherwise through any online website or facility. Licensor shall have the right to purchase completed Licensed Product(s) from Licensee, to the extent Licensee has excess Licensed Product(s) available, at a price equal to Licensee’s cost plus 10%. For purposes of this section “cost” shall mean Licensee’s cost of raw materials, labor, and any prorated allocation for warehouse rent.

6.License Fee and Royalty. The grant of the aforesaid exclusive and non-exclusive licenses to Licensee is in consideration for the following license fees and royalties.

(a)License Fee. A one-time license fee in the amount of Five Hundred Dollars ($500.00), the receipt of which is hereby acknowledged by Licensor.

(b)Royalty. Licensee shall pay Licensor a royalty based on its sales of the Licensed Product(s) as follows:

(i)20% of the net revenue, as defined below, derived from all sales by Licensee of the Licensed Product(s) for sales up to One Million Dollars ($1,000,000).

(ii)15% of net revenue, as defined below, derived from all sales by Licensee of the Licensed Product(s) for sales from One Million One Dollars ($1,000,001) to Three Million Dollars ($3,000,000).

(iii)10% of net revenue, as defined below, derived from all sales by Licensee of the Licensed Product(s) for sales from Three Million One Dollars ($3,000,001) and above.

Licensee shall make minimum Royalty payments to Licensor in the amount of $1,000.00 per year in order to maintain the exclusive license granted in Section 2(b). In the event Licensee fails to make such minimum Royalty payments and such failure continues for ten (10) days after written notice of such failure from Licensor, the license granted to Licensee in Section 2(b) shall revert to a non-exclusive license.

For purposes of this paragraph, the term “net revenue” shall mean gross consideration actually received by Licensee from the sale of the Licensed Product(s) less (i) actual costs of collecting the gross consideration, (iii) refunds, credits, and allowances actually given, (iv) actual direct and indirect costs of goods sold, (iv) all general and administrative expenses, and (v) all sales and marketing expenses and shipping costs.

7.Patent Applications and Prosecution. Licensee may at Licensee’s option may apply for and prosecute applications for United States and foreign patents covering such of the Licensed Technology and Improvements as may be determined by Licensee in the exercise of its discretion. Licensee shall control and direct the filing and prosecution of such applications for patents and maintenance of such patents through a registered patent lawyer of Licensee’s choosing who shall (unless Licensor and Licensee agree otherwise) be instructed to obtain the maximum available valid patent protection. Licensee shall have the right to abandon such patents or applications at any time. Licensor makes no representation or warranty (i) that any patent applications will issue into a patent, (ii) that should a patent issue and be licensed hereunder such patent will be valid, or (iii) that the manufacture or sale of Licensed Product(s) will not infringe the patent rights of third parties.

8.Disclosure of Improvements. Licensor shall keep Licensee fully informed as to all Improvements made by Licensor and shall promptly comply with the obligations of section 3 in providing Technical Assistance respecting the same. All improvements made by Licensor shall be included in the Licensed Technology without additional consideration and shall be subject to all provisions of this Agreement.

9.Defense of Licensed Rights. Licensor shall not be obligated to defend or save harmless Licensee against any suit, damage, claim, or demand based on actual or alleged infringement of any patent or trademark or any unfair trade practice resulting from the use or exercise of the rights or license granted hereunder; but shall cooperate fully with Licensee, at Licensee’s cost and expense, in the defense of any such suit, claim, or demand and shall provide expert testimony at reasonable times and for reasonable periods without cost, except that Licensee shall pay travel, lodging, and related expenses actually incurred by Licensor in providing such testimony.

10.Confidentiality. Confidential Information received by either party from the other, and which is identified by the disclosing party as being confidential or proprietary, shall be held in trust and confidence by the receiving party for the term of this Agreement and thereafter until such information is no longer considered Confidential Information. The Licensed Technology and Improvements shall be and remain the property of Licensor for the term of this Agreement and shall be presumed to be Confidential Information to the extent not disclosed in printed publications or patents. The existence of some information respecting the Licensed Technology and Improvements in the public domain shall not be considered or offered to establish the presence in the public domain of all of the Licensed Technology or Improvements. Nothing herein shall, however, preclude either party or a sublicensee from disclosing information required by governmental action, law, or regulation. The provisions of this section shall not prevent Licensee from using outside manufacturers in the production of the Licensed Product(s) or other products derived from the Licensed Technology.

11.Notices. Any notice provided under this Agreement shall be in writing and shall be deemed to have been effectively given: (a) upon receipt when delivered personally; (b) one day after sending when sent by a commercial express delivery service providing confirmation of delivery (such as Federal Express); or (c) five days after sending when sent by U.S. registered or certified mail, addressed as follows:

If to Licensee, to:

Outdoor Specialty Products, Inc

3842 S. Quail Hollow Dr.

Salt Lake City, Utah 84109

If to Licensor, to:

Steve Smith

DBA SLINKOR Fishing Products

Either party may change their record address, set forth above, by giving written notice to the other party in accordance with this Section 11.

12.Termination.

(a)Licensee shall have the right to terminate this Agreement and the license rights granted hereunder upon 30 days’ written notice to Licensor.

(b)Licensor shall have the right to terminate this Agreement in the event Licensee fails to pay Licensor any amount due hereunder and such failure continues for five (5) days after written notice of such failure from Licensor to Licensee.

(b)All license rights granted hereunder shall terminate automatically in the event (i) Licensee is declared bankrupt, (ii) a receiver for the assets of Licensee is appointed, (iii) any assignment of the benefit of creditors is made or any similar action is taken by Licensee, or (iv) there is any voluntary or involuntary dissolution of Licensee.

(c)Licensor and Licensee shall each have the right to terminate this Agreement in the event the other Party shall fail to perform any material obligation to be performed by it hereunder and such failure continues or remains uncured for thirty (30) days following written notice to the non-performing Party.

14.Arbitration-Applicable Law. All issues, questions, disagreements, breaches, and disputes respecting this Agreement, including the validity, scope, meaning, effect, and enforceability, and all other matters involving or related to this Agreement or any rights or obligations thereunder, whether factual, technical, legal, equitable, or otherwise, shall be determined by arbitration conducted in Salt Lake City, Utah, in accordance with the Rules of the American Arbitration Association, under the laws of the state of Utah, and any arbitration award may be enforced by judgment of any court of competent jurisdiction.

15.General Provisions.

(a)This Agreement is assignable by Licensee without the written consent of Licensor. This Agreement may not be assigned by Licensor without the consent of Licensee, which shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

(b)This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral. This Agreement shall not be modified except by a writing signed by both parties.

(c)This Agreement shall be governed by and construed in accordance with the laws of the state of Utah.

(d)The headings in this Agreement are for convenience only and shall not alter or otherwise affect the meaning hereof, nor be referred to in construing this Agreement.

(e)No waiver of any of the provisions contained in this Agreement shall be valid unless made in writing and executed by the waiving party. It is expressly understood that in the event either party shall on any occasion fail to perform any terms of this Agreement and the other party shall not enforce that term, the failure to enforce on that occasion shall not prevent enforcement on any other occasion,

(f)If any section of this Agreement is held invalid by any law, rule, order, regulation, or promulgation of any government or by the final determination of any court having competent jurisdiction, such law, rule, order, regulation, promulgation, or determination shall have no effect outside the jurisdiction of such government or court and shall not affect the enforceability of any other sections not held to be invalid, and this Agreement shall be and remain in full force and effect as to all provisions not held to be invalid.

(g)Licensee and Licensor waive any claim or right of action arising out of or respecting this Agreement against the officers and the members of the board of directors of Licensee or Licensor respecting actions taken in their capacity as officers and directors.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.

Licensor: Licensee:

Outdoor Specialty Products, Inc

By:	/s/ Steve Smith	/s/ Kirk Blosch
	Steve Smith, an individual	Kirk Blosch, President

Exhibit 23,1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Outdoor Specialty Products, Inc.

Salt Lake City, UT

We also consent to the use of our name under the caption “Experts.”

/s/ Pinnacle Accountancy Group of Utah

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

Farmington, Utah

June 18, 2021

COMPANY:

OUTDOOR SPECIALTY PRODUCTS, INC.
a Utah corporation

By:	/s/ Kirk Blosch
Name:	Kirk Blosch
Title:	President

ACCEPTED AND AGREED TO:

	/s/ Kirk Blosch
	Kirk Blosch