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SURGE COMPONENTS INC

For the period ended Nov 30, 2024. Filed Feb 28, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Feb 28, 2025

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Item 8. Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Surge Components, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Surge Components, Inc. and subsidiaries (the “Company”) as of November 30, 2024 and 2023, and the related consolidated statements of operations, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the two-year period ended November 30, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended November 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. 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.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

We identified the determination of the valuation of the inventory reserves as a critical audit matter because of the subjectivity in the estimates related to the creation of the inventory reserves.

The primary procedures performed to address this critical audit matter included the following: We identified inventory parts for reserve through the inspection of parts and packaging during the observation of the Company inventory counts to identify potential inventory that may be old. We performed significant testing for parts that were slow moving by obtaining schedules for inventory by part number and the number of sales for each part for the past year. Inventory parts were tested for slow moving reserves by testing all parts with inventory in excess of one year and were tested further to determine if there were sales orders for the part that would cover the excess amount.

A calculated reserve was prepared from those parts where the inventory in excess of one year and that did not have sales orders for all or any part of that excess. The calculated amount was compared with the reserve as recorded by the Company. We proposed an adjustment totaling $26,210 for this difference in the reserves.

/s/Seligson & Giannattasio, CPAs PC

We have served as the Company’s auditor since 2002.

White Plains, New York

February 28, 2025

Consolidated Balance Sheets

November 30, 2024November 30, 2023
ASSETS
Current assets:
Cash$5,627,693$7,634,799
Marketable Securities7,108,9793,204,772
Accounts receivable - net of allowance for credit losses of $80,297 and $79,3415,960,4186,097,411
Inventory, net5,000,7075,422,824
Prepaid expenses and income taxes290,401520,104
Total current assets23,988,19822,879,910
Fixed assets – net of accumulated depreciation and amortization of $1,828,156 and $1,757,772110,727170,120
Operating lease right of use asset1,050,4451,350,998
Deferred income taxes260,856241,328
Other assets34,29934,299
Total assets$25,444,525$24,676,655

Consolidated Balance Sheets

(Continued)

November 30, 2024November 30, 2023
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable$3,344,952$3,216,590
Operating lease liabilities, current maturities330,166351,957
Accrued expenses and taxes688,640735,383
Accrued salaries714,879667,058
Total current liabilities5,078,6374,970,988
Operating lease liabilities net of current maturities876,8081,136,766
Total liabilities5,955,4456,107,754
Commitments and contingencies
Shareholders’ equity:
Preferred stock - $.001 par value, 5,000,000 shares authorized:
Series C–100,000 shares authorized, 10,000 and 10,000 shares issued and outstanding, redeemable, convertible, and a liquidation preference of $5 per share1010
Series D – 75,000 shares authorized, none issued or outstanding, voting, convertible, redeemable.
Common stock - $.001 par value, 50,000,000 shares authorized, 5,582,783 and 5,577,698 shares issued and outstanding5,5815,576
Additional paid-in capital17,725,52017,710,525
Accumulated other comprehensive income – unrealized gain on marketable debt securities85,330828
Accumulated equity1,672,639851,962
Total shareholders’ equity19,489,08018,568,901
Total liabilities and shareholders’ equity$25,444,525$24,676,655

Consolidated Statements of Operations

Year Ended November 30,
20242023
Net sales$31,211,139$36,276,542
Cost of goods sold22,307,44526,347,854
Gross profit8,903,6949,928,688
Operating expenses:
Selling and shipping expenses2,739,9943,010,509
General and administrative expenses5,189,3695,337,395
Depreciation and amortization70,38470,247
Total operating expenses7,999,7478,418,151
Income before other income and income taxes903,9471,510,537
Other income (expense):
Interest expense--
Investment income331,703114,970
Other income (expense):331,703114,970
Income before income taxes1,235,6501,625,507
Income taxes409,973653,397
Net income$825,677$972,110
Dividends on preferred stock5,0005,000
Net income available to common shareholders$820,677$967,110
Net income per share available to common shareholders:
Basic$.15$.17
Diluted$.14$.17
Weighted Shares Outstanding:
Basic5,580,9495,559,609
Diluted5,757,9875,745,058

See notes to consolidated financial statements.

Consolidated Statements of Comprehensive Income

Year Ended November 30,
20242023
Net income$825,677$972,110
Other comprehensive income:
Reclassification of realized gain on investment securities(200)-
Unrealized gain on marketable debt securities,net of tax84,502828
Net comprehensive income$909,979$972,938

See notes to Consolidated financial statements

Consolidated Statements of Changes in Shareholders’ Equity

Years ended November 30, 2023 and November 30, 2024

Series C Preferred · Common · Additional Paid-In · Other Comprehensive · Accumulated
Shares · Amount · Shares · Amount · Capital · Income · Equity (Deficit) · Total
Balance – December 1, 202210,000$105,541,342$5,541$17,613,060$-$(115,148)$17,503,463
Preferred stock dividends------(5,000)(5,000)
Issuance of shares as compensation--28,1792797,473--97,500
Stock option exercise--8,1778(8)---
Charge in unrealized gain in available for sale debt securities-----828-828
Net Income------972,110972,110
Balance – November 30, 202310,000105,577,6985,57617,710,525828851,96218,568,901
Preferred stock dividends------(5,000)(5,000)
Issuance of shares as compensation--5,085514,995--15,000
Change in unrealized gain in available for sale debt securities-----84,502-84,502
Stock option exercise--------
Net Income------825,677825,677
Balance – November 30, 202410,000$105,582,783$5,581$17,725,520$85,330$1,672,639$19,489,080

Consolidated Statements of Cash Flows

Year Ended November 30,
20242023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income$825,677$972,110
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization70,38470,247
Gain on marketable securities(200)
Deferred income taxes(19,528)(12,230)
Allowance for credit losses956(94,224)
Stock Compensation Expense15,00097,500
CHANGES IN OPERATING ASSETS AND LIABILITIES:
Accounts receivable136,0371,227,448
Inventory422,117985,727
Prepaid expenses and income taxes229,703(49,257)
Other assets18,80426,092
Accounts payable128,362(931,005)
Accrued expenses(3,922)(99,509)
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES1,823,3902,192,899
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of fixed assets$(10,991)$(43,368)
Acquisition of marketable securities(5,949,505)(3,204,772)
Proceeds from the sale of marketable securities2,130,000-
NET CASH FLOWS USED IN INVESTING ACTIVITIES$(3,830,496)$(3,248,140)

Consolidated Statements of Cash Flows

(Continued)

Year Ended November 30,
2024 · 2023
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of financing lease obligations$-$-
NET CASH FLOWS USED IN FINANCING ACTIVITIES · - · -
NET CHANGE IN CASH(2,007,106)(1,055,241)
CASH AT BEGINNING OF PERIOD7,634,7998,690,040
CASH AT END OF PERIOD$5,627,693$7,634,799
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Income taxes paid$353,806$797,378
Interest paid$-$-
NONCASH INVESTING AND FINANCING ACTIVITIES:
Accrued dividends on preferred stock$5,000$5,000

See notes to consolidated financial statements.

NOTE A – ORGANIZATION, DESCRIPTION OF COMPANY’S BUSINESS AND BASIS OF PRESENTATION

Surge Components, Inc. (“Surge”) was incorporated in the State of New York and commenced operations on November 24, 1981 as an importer of electronic products, primarily capacitors and discrete semi-conductors selling to customers located principally throughout North America. On June 24, 1988, Surge formed Challenge/Surge Inc. (“Challenge”), a wholly-owned subsidiary to engage in the sale of electronic component products and sounding devices from established brand manufacturers to customers located principally throughout North America.

In May 2002, Surge and an officer of Surge founded and became sole owners of Surge Components, Limited (“Surge Limited”), a Hong Kong corporation. Under current Hong Kong law, Surge Limited is required to have at leasttwo shareholders. Surge owns 999 shares of the outstanding common stock and the officer of Surge owns 1 share of the outstanding common stock. The officer of Surge has assigned his rights regarding his 1 share to Surge. Surge Limited started doing business in July 2002. Surge Limited operations have been consolidated with the Company. Surge Limited is responsible for the sale of Surge’s products to customers located in Asia.

On August 31, 2010, the Company changed its corporate domicile by merging into a newly-formed corporation, Surge Components, Inc. (Nevada), which was formed in the State of Nevada for that purpose. Surge Components Inc. is the surviving entity.

In February 2019, the Company converted into a Delaware corporation. The number of authorized shares of common stock was decreased to 50,000,000 shares.

In December 2021, the Company changed its corporate domicile to Nevada.

NOTE B – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(1)Principles of Consolidation:

The consolidated financial statements include the accounts of Surge, Challenge, and Surge Limited (collectively the “Company”). All material intercompany balances and transactions have been eliminated in consolidation.

(2)Accounts Receivable:

Trade accounts receivable are recorded at the net invoice value net of the allowance for credit losses in the consolidated balance sheet and are not interest bearing. The Company considers receivables past due based on the payment terms. The Company reviews its exposure to accounts receivable and reserves specific amounts if collectability is no longer reasonably assured. The Company also reserves a percentage of its trade receivable balance based on collection history and current economic trends that might impact the level of future credit losses. The Company re-evaluates such reserves on a regular basis and adjusts its reserves as needed. Based on the Company’s operating history and customer base, bad debts to date have not been material. Repayment terms vary from customer to customer and range from 15 days to 120 days.

(3)Revenue Recognition:

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers: Topic 606.” This ASU replaces nearly all existing U.S. generally accepted accounting principles guidance on revenue recognition. The standard prescribes a five-step model for recognizing revenue, the application of which will require significant judgment by the Company. The Company adopted the standard using the modified retrospective approach in its fiscal year beginning December 1, 2017. The preponderance of the Company’s contracts with customers are standard ship and bill arrangements where revenue is recognized at the time of shipment.

(3)Revenue Recognition (continued):

Revenue is recognized for products sold by the Company when persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed and determinable, collectability is reasonably assured and title and risk of loss have been transferred to the customer. This occurs when product is shipped from the Company’s warehouse.

For direct shipments, revenue is recognized when product is shipped from the Company’s supplier. The Company has a long term supply agreement with one of our suppliers. The Company purchases the merchandise from the supplier and has the supplier directly ship to the customer through a freight forwarder. Title passes to customer upon the merchandise being received by a freight forwarder. Direct shipments were approximately $4,540,576 and $4,192,768 for the years ended November 30, 2024 and November 30, 2023 respectively.

The Company also acts as a sales agent to certain customers in North America for one of its suppliers. The Company reports these commissions as revenues in the period earned. Commission revenue totaled $95,584 and $106,885 for the years ended November 30, 2024 and November 30, 2023 respectively.

The Company performs ongoing credit evaluations of its customers and maintains reserves for potential credit losses.

The Company and its subsidiaries currently have agreements with several distributors. There are no provisions for the granting of price concessions in any of the agreements. Revenues under these distribution agreements were approximately $5,204,000 and $7,810,000 for the years ended November 30, 2024 and November 30, 2023 respectively.

(4)Inventories:

Inventories, which consist solely of products held for resale, are stated at the lower of cost (first-in, first-out method) or net realizable value. Products are included in inventory when the Company obtains title and risk of loss on the products, primarily when shipped from the supplier. Inventory in transit principally from foreign suppliers at November 30, 2024 was $1,802,762. The Company, at November 30, 2024 has a reserve against slow moving and obsolete inventory of $415,054. From time to time the Company’s products are subject to legislation from various authorities on environmental matters.

(5)Depreciation and Amortization:

Fixed assets are recorded at cost. Depreciation is generally calculated on a straight line method and amortization of leasehold improvements is provided for on the straight-line method over the estimated useful lives of the various assets as follows:

Furniture, fixtures and equipment5 - 7 years
Computer equipment5 years
Leasehold ImprovementsEstimated useful life or lease term, whichever is shorter

Maintenance and repairs are expensed as incurred while renewals and betterments are capitalized.

(6)Concentration of Credit Risk:

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of accounts receivable. The Company maintains substantially all of its cash balances in a limited number of financial institutions. At November 30, 2024 and November 30, 2023, the Company’s uninsured cash balances totaled $4,563,198 and $6,569,806, respectively.

(7)Income Taxes:

The Company’s deferred income taxes arise primarily from the differences in the recording of allowances for bad debts, inventory reserves and depreciation expense for financial reporting and income tax purposes. A valuation allowance is provided when it has been determined to be more likely than not that the likelihood of the realization of deferred tax assets will not be realized. See Note H.

The Company follows the provisions of the Accounting Standards Codification topic, ASC 740, “Income Taxes” (ASC 740). There have been no unrecognized tax benefits and, accordingly, there has been no effect on the Company’s financial condition or results of operations as a result of ASC 740.

The Company files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company is no longer subject to U.S. federal tax examinations for years before fiscal years ending November 30, 2020, and state tax examinations for years before fiscal years ending November 30, 2019. Management does not believe there will be any material changes in our unrecognized tax positions over the next twelve months.

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date of adoption of ASC 740, there was no accrued interest or penalties associated with any unrecognized benefits, nor was any interest expense recognized during the years ended November 30, 2024 and November 30, 2023.

(8)Cash Equivalents:

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

(9)Use of Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

(10)Marketing and promotional costs:

Marketing and promotional costs are expensed as incurred and have not been material to date. The Company has contractual arrangements with several of its distributors which provide for cooperative advertising rights to the distributor as a percentage of sales. Cooperative advertising is reflected as a reduction in revenues and has not been material to date.

(11)Fair Value of Financial Instruments:

The carrying amount of cash balances, marketable securities, accounts receivable, accounts payable and accrued expenses approximate their fair value based on the nature of those items. Estimated fair values of financial instruments are determined using available market information and appropriate valuation methodologies. Considerable judgment is required to interpret the market data used to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amounts that could be realized in a current market exchange.

(12)Marketable securities and other investments

Our marketable securities are stated at fair value in accordance with ASC Topic 321,Investments- Equity Securities. Any changes in the fair value of the Company’s marketable debt securities are included in the statement of other comprehensive income. The market value of the securities is determined using prices as reflected on an established market. Realized and unrealized gains and losses are determined on an average cost basis. The marketable securities are investments predominately in Treasury bills treasury notes which are being invested until such time the funds are needed for operations and reflected as available for sale debt securities.

The value of these marketable securities at November 30, 2024 and November 30, 2023 is as follows:

November 30,November 30,
20242023
Cost$7,023,649$3,203,944
Gross unrealized gain89,701828
Gross unrealized loss(4,371)-
Fair value$7,108,979$3,204,772

(13)Shipping Costs

The Company classifies shipping costs as a component of selling expenses. Shipping costs totaled $2,747 and $2,182 for the years ended November 30, 2024, and November 30, 2023 respectively.

(14)Earnings Per Share

Basic earnings per share includes no dilution and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. The difference between reported basic and diluted weighted-average common shares results from the assumption that all dilutive stock options and convertible preferred stock exercised into common stock. Total potentially dilutive shares excluded from diluted weighted shares outstanding at November 30, 2024 and November 30, 2023 totaled 282,962 and 266,282, respectively.

(15)Stock Based Compensation

Stock Based Compensation to Employees

The Company accounts for its stock-based compensation for employees in accordance with Accounting Standards Codification (“ASC”) 718. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees over the related vesting period.

Stock Based Compensation to Other than Employees

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with ASC 718. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably determinable. The value of equity instruments issued for consideration other than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the consulting agreement.

(16)Leases:

In February 2016, the FASB issued Accounting Standards Update No. 2016-02,Leases (Topic 842)(“Topic 842”). Topic 842 requires the entity to recognize the assets and liabilities for the rights and obligations created by leased assets. Leases will be classified as either finance or operating, with classification affecting expense recognition in the income statement.

On December 1, 2019, the Company adopted Topic 842 applying the optional transition method, which allows an entity to apply the new standard at the adoption date with a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. As a result of adopting Topic 842, the Company recognized assets and liabilities for the rights and obligations created by operating leases totaling approximately $290,000.

The Company determines if a contract contains a lease at inception based on whether it conveys the right to control the use of an identified asset. Substantially all of the Company’s leases are classified as operating leases. The Company records operating lease right-of-use assets within “Other assets” and lease liabilities are recorded within “current and noncurrent liabilities” in the consolidated balance sheets. Lease expenses are recorded within “General and administrative expenses” in the consolidated statements of operations. Operating lease payments are presented within “Operating cash flows” in the consolidated statements of cash flows.

(16)Leases (continued):

Operating lease right-of-use assets and lease liabilities are recognized based on the net present value of future minimum lease payments over the lease term starting on the commencement date. The Company generally is not able to determine the rate implicit in its leases and, as such, applies an incremental borrowing rate based on the Company’s cost of borrowing for the relevant terms of each lease. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Lease terms may include an option to extend or terminate a lease if it is reasonably certain that the Company will exercise such options. The Company has elected the practical expedient to not separate lease components from non-lease components, and also has elected not to record a right-of-use asset or lease liability for leases which, at inception, have a term of twelve months or less. Variable lease payments are recognized in the period in which the obligation for those payments is incurred.

NOTE C – FIXED ASSETS

Fixed assets consist of the following:

November 30,November 30,
20242023
Furniture and Fixtures$329,186$329,186
Leasehold Improvements1,078,9851,070,044
Computer Equipment530,712528,662
Less-Accumulated Depreciation(1,828,156)(1,757,772)
Net Fixed Assets$110,727$170,120

Depreciation and amortization expense for the years ended November 30, 2024 and November 30, 2023 was $70,384 and $70,247, respectively.

NOTE D – LOANS PAYABLEIs this still in effect?

In February 2017, the Company obtained a line of credit with a bank for up to $3,000,000 (the “Credit Line”). Borrowings under the Credit Line are due upon demand and accrue interest at the greater of the prime rate or the LIBOR rate plustwo percent (and may be increased bythree percent in the event the Company fails to (i) repay all amounts due on the Credit Line upon demand or (ii) comply with any terms or conditions relating to the Credit Line). The Credit Line is collateralized by substantially all the assets of the Company. As of November 30, 2024, the balance on the Credit Line was $0. As of November 30, 2024, the Company was in compliance with the covenant for the debt service coverage ratio for the Credit Line. Effective July 1, 2023, the use of the LIBOR rate was discontinued and replaced with the secured overnight financing rate (SOFR).

NOTE E – ACCRUED EXPENSES

Accrued expenses consist of the following:

November 30,November 30,
20242023
Commissions$242,515$229,882
Preferred stock dividends171,569166,569
Other accrued expenses274,556338,932
$688,640$735,383

NOTE F – RETIREMENT PLAN

In June 1997, the Company adopted a qualified 401(k) retirement plan for all full-time employees who are twenty-one years of age and have completed twelve months of service. The plan allows total employee contributions of up to fifteen percent (15%) of the eligible employee’s salary through salary reduction. The Company makes a matching contribution of twenty percent (20%) of each employee’s contribution for each dollar of employee deferral up to five percent (5%) of the employee’s salary. Net assets for the plan, as estimated by Axa Equitable, Inc., which maintains the plan’s records, were approximately $2,147,000 at November 30, 2024. Pension expense for the years ended November 30, 2024 and November 30, 2023 was $47,989 and $64,864, respectively, The decrease is due in part to the implementation of a new safe harbor plan.

NOTE G – SHAREHOLDERS’ EQUITY

[1]Preferred Stock:

In February 1996, the Company amended its Certificate of Incorporation to authorize the issuance of 1,000,000 shares of preferred stock in one or more series. In August 2010, the number of preferred shares authorized for issuance was increased to 5,000,000 shares.

In November 2000, the Company authorized 100,000 shares of preferred stock as Non-Voting Redeemable Convertible Series C Preferred Stock (“Series C Preferred”). Each share of Series C Preferred is automatically convertible into 10 shares of our common stock upon shareholder approval. If the Series C Preferred were converted into common stock on or before April 15, 2001, these shares were entitled to cumulative dividends at the rate of $.50 per share per annum commencing April 15, 2001 payable on June 30 and December 31 of each year. In November 2000,70,000 shares of the Series C Preferred were issued in payment of financial consulting services to its investment banker and a shareholder of the Company.

Dividends aggregating $171,569 have not been paid for the semi-annual periods ended December 31, 2001 through the semi-annual payment due June 30, 2024. The Company has accrued these dividends. At November 30, 2024, there are 10,000 shares of Series C Preferred issued and outstanding.

In October 2016, the Company authorized 75,000 shares of preferred stock as Voting Non-Redeemable Convertible Series D Preferred Stock (“Series D Preferred”). None of the Series D Preferred Stock is outstanding as of November 30, 2024.

[2]2015 Incentive Stock Plan

In November 2015, the Company adopted and the shareholders ratified, the 2015 Incentive Stock Plan (“2015 Stock Plan”). The 2015 Stock Plan provides for the grant of options to officers, employees, directors or consultants to the Company to purchase an aggregate of 1,500,000 common shares.

In April 2021, a total of 26,786 shares were issued to the Company’s officers as a part of their 2021 bonus compensation under the 2015 stock plan. The Company recorded a cost of $75,000 relating to the issuance of these shares in the second quarter of 2021.

In March 2022, a total of 26,000 shares were issued to the Company’s officers as part of their bonus compensation under the 2015 stock plan. The Company recorded a cost of $97,500 relating to the issuance of these shares in the second quarter of 2022.

In March 2022, the Company granted stock options to (a) four non-employee directors to each purchase 20,000 shares of common stock, (b) one non-employee-director to purchase 30,000 shares of common stock, and (c) two Company officers to each purchase 40,000 shares of common stock at an exercise price of $3.55 per share, the market price of the common stock on the date of the grant. These options vest immediately and expire five years from the grant date. The Company recorded a cost of $492,132 related to the granting of these options.

In April 2023, a total of 28,179 shares were issued to the Company’s officers as part of their bonus compensation under the 2015 stock plan. The Company recorded a cost of $97,500 relating to the issuance of these shares in the second quarter of 2023.

In April 2024, a total of 5,085 shares were issued to one of the Company’s officers as part of their bonus compensation under the 2015 stock plan. The Company recorded a cost of $15,000 relating to the issuance of these shares in the second quarter of 2024.

** **In November 2024, the Company adopted and the shareholders ratified, the 2024 Incentive Stock Plan (“2024 Stock Plan”). The 2024 Stock Plan provides for the grant of options to officers, employees, directors or consultants to the Company to purchase an aggregate of 1,000,000 common shares. No grants were made under the 2024 Plan in 2024

NOTE G – SHAREHOLDERS’ EQUITY (Continued)

[2]2015 Incentive Stock Plan (continued)

Activity in the Company’s stock plans for the period ended November 30, 2024 is summarized as follows:

Shares · Weighted Average Exercise Price
Options outstanding December 1, 2023345,000$2.59
Options issued in the fiscal year ended November 30, 2024-$-
Options exercised in the fiscal year ended November 30, 2024$-
Options cancelled in the fiscal year ended November 30, 2024-$-
Options outstanding at November 30, 2024345,000$2.59
Options exercisable at November 30, 2024345,000$2.59

The intrinsic value of the exercisable options at November 30, 2024 totaled $130,200. At November 30, 2024 the weighted average remaining life of the stock options is 1.45 years. At November 30, 2024, there wasno unrecognized compensation cost related to the stock options granted under the plan.

[3]Compensation of Directors

Compensation for each non-employee director is $3,000 per month (and $4,000 per month for a non-employee director that serves as the chairman of more than two committees of the Board of Directors).

NOTE H – INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes using the enacted tax rates in effect in the years in which the differences are expected to reverse.

The Company’s deferred income taxes are comprised of the following:

November 30,November 30,
20242023
Deferred Tax Assets
Depreciation$43,847$35,684
Allowance for bad debts17,49317,309
Inventory84,45084,450
Facilities rental39,66835,473
Other75,39868,412
Total deferred tax assets260,856241,328
Valuation allowance--
Deferred Tax Assets$260,856$241,328

NOTE H– INCOME TAXES (Continued)

A valuation allowance for the deferred tax assets relates principally to the uncertainty of the utilization of deferred tax assets and was calculated in accordance with the provisions of ASC 740, which requires that a valuation allowance be established or maintained when it is “more likely than not” that all or a portion of deferred tax assets will not be realized.

The Company’s income tax expense consists of the following:

Years Ended
November 30, 2024November 30, 2023
Current:
Federal$301,928$444,557
States127,573221,070
429,501665,627
Deferred:
Federal(14,912)(9,662)
States(4,616)(2,568)
(19,528)(12,230)
Provision for income taxes$409,973$653,397

The Company files a consolidated income tax return with its wholly-owned subsidiaries. A reconciliation of the difference between the expected income tax rate using the statutory federal tax rate and the Company’s effective rate is as follows:

Years ended
November 30,November 30,
20242023
U.S Federal Income tax statutory rate21%21%
State income taxes9%9%
Other3%10%
Effective tax rate33%40%

NOTE I – OPERATING LEASE COMMITMENTS

The Company leases its office and warehouse space through 2030 from a corporation that is partly owned by officers/shareholders of the Company (“Related Company”). Annual minimum rental payments to the Related Company approximated $194,000 for the year ended November 30, 2024, and increase at the rate oftwo per cent per annum throughout the lease term.

Pursuant to the lease, rent expense charged to operations differs from rent paid because of scheduled rent increases. Accordingly, the Company has recorded deferred rent. Rent expense is calculated by allocating to rental payments, including those attributable to scheduled rent increases, on a straight line basis, over the lease term.

The Company has a lease to rent office space and a warehouse in Hong Kong through June 2025. Annual minimum rental payments for this space are approximately $73,580.

The Company has a lease to rent additional warehouse space in Hong Kong through November 30, 2025. Annual minimum rental payments for this space are approximately $76,170.

The Company’s future minimum rental commitments at November 30, 2024 are as follows:

Twelve Months Ended November 30,

2025$330,166
2026210,372
2027214,580
2028218,872
2029223,250
2030 and after189,132
$1,386,372

Net rental expense for the years ended November 30, 2024 and November 30, 2023 were $452,019 and $449,057 respectively, of which $282,894 and $278,599 respectively, was paid to the Related Company.

The remaining weighted average lease term is 5 years at November 30, 2024. The weighted average discount rate is 5.25% at November 30, 2024.

NOTE J – EMPLOYMENT AND OTHER AGREEMENTS

In February 2016, the Company entered into revised employment agreements withtwo officers of the Company. Pursuant to these agreements, the base salary for one officer is $275,000 and the base salary for the other officer is $225,000. The agreements continue until terminated by either party. In April 2021, the base salaries for the two officers were amended to $300,000 for one officer and $250,000 for the other officer. In April 2024, the employment agreements for Ira Levy and Steven Lubman were amended to increase the base salary to $330,000 and $275,000, respectively.

The Company’s compensation committee may award these officers with bonuses and will review the base salary amounts for each of the officers on an annual basis to determine if any changes to the base salary amounts need to be made and may also award these officers with annual bonuses. Pursuant to the employment agreements, the officers are prohibited from engaging in activities which are competitive with those of the Company during their employment with the Company and for one year following termination. If the agreement is terminated other than for cause, the officer would be entitled to all base salary earned through the date of termination, accrued but unused vacation, all vested equity, and bonus amounts payable to the officer through the date of termination. The officers would also be entitled to receive an additional thirty-six months of annual compensation equal to the average of his base salary and bonus for the three calendar years prior to the date of termination, payable in accordance with the Company’s regular payroll practice over a 52-week period.

NOTE K – MAJOR CUSTOMERS

The Company hadtwo customers who respectively accounted for 19% and 15% of net sales for the year ended November 30, 2024 andtwo customers who accounted for 20% and 18% of net sales for the year ended November 30, 2023. The Company hadone customer who accounted for 34% of accounts receivable at November 30, 2024 andone customer who accounted for 27% of accounts receivable at November 30, 2023.

NOTE L – MAJOR SUPPLIERS

During the years ended November 30, 2024 and November 30, 2023 there was one foreign supplier accounting for 28% and 31% of total inventory purchased.

The Company purchases substantially all of its products overseas. For the year ended November 30, 2024, the Company purchased 31% of its products from Taiwan,15% from Hong Kong,49% from elsewhere in Asia and less than 1% overseas outside of Asia. The Company purchases the balance of its products in the United States.

NOTE M – EXPORT SALES

The Company’s export sales were as follows:

Years Ended
November 30,November 30,
20242023
Canada3,563,8255,606,222
China8,577,5355,869,886
Other Asian Countries773,3111,288,598
South America86,193188,220
Europe1,459,6781,133,838
Mexico43,860-

Revenues are attributed to countries based on location of customer.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.