As filed with the Securities and Exchange Commission on September 30, 2025

Registration No. 333-________ 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GLOBAL INDUSTRY PRODUCTS, CORP.

(Exact name of registrant as specified in its charter)

7770 Dean Martin Dr., Ste. 303

Las Vegas, NV 89139

(800) 662-2296

_________________________________________________

(Address and telephone number of principal executive offices)

Chester I. Wright, III, CEO and CFO

7770 Dean Martin Dr., Ste. 303

Las Vegas, NV 89139

(800) 662-2296

_________________________________________________________

(Name, address and telephone number of agent for service)

COPIES OF ALL COMMUNICATIONS TO:

Michael A. Littman, Attorney at Law

PO BOX 1839, Arvada, CO 80001 / Phone (720) 800-1345 

Approximate date of commencement of proposed sale to the public: As soon as possible after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [_]

CALCULATION OF REGISTRATION FEE

____________ 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 2025

GLOBAL INDUSTRY PRODUCTS, CORP.

We are registering securities listed for sale as follows:

We will not receive any proceeds from sales of shares by selling shareholders.

Our Company is currently applying to OTCQB for quotation. Our selling shareholders may only sell common shares at $1.00 as a fixed price if our Company is quoted only on OTCID. If and upon achievement of quotation of our Company upon the OTCQB, shareholders may sell at market prices for the securities as the market may dictate from time to time or privately at any price. There is no current market for the common stock as of September 30, 2025.

Subject to the OTC QB approval for our common stock after the effective date of this Registration, our security holders may sell their securities at market prices or at any price in privately negotiated transactions.

This offering involves a high degree of risk; see "RISK FACTORS", beginning on page 6 to read about factors you should consider before buying shares of the common stock.

These securities have not been approved or disapproved by the Securities and Exchange Commission (the “SEC”) or any state or provincial securities commission, nor has the SEC or any state or provincial securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

This offering will be on a delayed and continuous basis only after the distribution upon registration of stock to distributees and for sales of selling shareholders’ shares. The selling shareholders are not paying any of the offering expenses and we will not receive any of the proceeds from the sale of the shares by the selling shareholders. (See “Description of Securities – Shares”).

The information in this prospectus is not complete and may be changed. We may not sell these securities until the date that the registration statement relating to these securities, which has been filed with the Securities and Exchange Commission, becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this Prospectus is September 30, 2025.

TABLE OF CONTENTS

ITEM 3. PROSPECTUS SUMMARY INFORMATION, RISK FACTORS AND RATIO OF EARNINGS TO FIXED CHARGES

Our Company

Global Industry Products, Corp. (“We,” “us,” “our,” “Company,” “Global Industry,” or “GIP”), is incorporated in the State of Nevada with corporate operations located in Las Vegas, Nevada.

We are a distributor and manufacturer of goods to casinos, and retailers and redistributors. Our products include paper rolls, restaurant supplies, janitorial/bathroom supplies, liners and gloves, ribbons, toners and inks.

CORPORATE HISTORY

Global Industry Products, Corp. was incorporated in the state of Nevada on March 2, 2009 for the purpose of becoming a diversified distributor of non-durable products to the casino and retail industries and a product innovator and marketer of products worldwide.

We have grown from a small warehouse operation to our current business since 2009. See our business description under “Item 11 – Description of Business”.

Our executive offices are located at 7770 Dean Martin Dr., Ste. 303, Las Vegas, NV 89139 and the telephone number is (800) 662-2296. We maintain a website at www.vegasretailsupply.com, and such website is not incorporated into or a part of this filing.

RISK FACTORS SUMMARY

Investing in our common stock involves a high degree of risk because our business is subject to numerous risks and uncertainties, as more fully described in the section titled “Risk Factors” included elsewhere in this prospectus. You should carefully consider these risks before making an investment. These risks include, but are not limited to, the following:

Risk Factors Related to Our Business

Risk Factors Related to Our Stock

IMPLICATIONS OF BEING A SMALLER REPORTING COMPANY

We are a “smaller reporting company” as defined in the Exchange Act. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates is greater than $250 million measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is more than $700 million measured on the last business day of our second fiscal quarter.

Summary of Financial Information

The following tables set forth, for the periods and as of the dates indicated, our summary financial data. The statements of operations for the six months ended June 30, 2025, and the balance sheet data as of June 30, 2025, are derived from our unaudited condensed financial statements. The unaudited financial statements include, in the opinion of management, all adjustments consisting of only normal recurring adjustments, that management considers necessary for the fair presentation of the financial information set forth in those statements. The statements of operations for the fiscal years ended December 31, 2024 and 2023, and the balance sheet data as of December 31, 2024 and 2023 are derived from our audited condensed financial statements. The audited financial statements include, in the opinion of management, all adjustments consisting of only normal recurring adjustments, that management considers necessary for the fair presentation of the financial information set forth in those statements. You should read the following information together with the more detailed information contained in “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus. Our historical results are not indicative of the results to be expected in the future and results of interim periods are not necessarily indicative of results for the entire year.

At June 30, 2025, the accumulated deficit was ($4,314,737).

At December 31, 2024, the accumulated deficit was ($4,083,573). At December 31, 2023, the accumulated deficit was ($3,800,655). We anticipate that we will operate in a deficit position and continue to sustain net losses for the foreseeable future.

The Offering

Our common stock, only, will be transferable immediately upon the effectiveness of the Registration Statement. (See “Description of Securities”)

We are registering securities listed for sale as follows:

(1)    110,000 Series A Preferred Convertible for 110,000 common shares are included in the total shares of common stock. 

We are authorized to issue 190,000,000 shares of common stock with a par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001. Our current shareholders, officers and directors collectively own 22,643,783 shares of common stock as of this date (fully diluted after conversion of 110,000 Series A Preferred shares upon the filing of this Registration Statement). Our shares being registered were issued in the following amounts and at the following prices:

* 110,000 of Series A Preferred Stock which is automatically converting to common stock (110,000 shares) upon the filing of this Registration Statement for a total of 22,643,783.

Currently there is no public trading market for our stock.

Forward Looking Statements

This prospectus contains various forward-looking statements that are based on our beliefs as well as assumptions made by and information currently available to us. When used in this prospectus, the words "believe," "expect," "anticipate," "estimate," and similar expressions are intended to identify forward-looking statements. These statements may include statements regarding seeking business opportunities, payment of operating expenses, and the like, and are subject to certain risks, uncertainties and assumptions which could cause actual results to differ materially from projections or estimates. Factors which could cause actual results to differ materially are discussed at length under the heading "Risk Factors." Should one or more of the enumerated risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Investors should not place undue reliance on forward-looking statements, all of which speak only as of the date made.

RISK FACTORS RELATED TO OUR BUSINESS

WE HAVE AN EVOLVING BUSINESS MODEL.

As the economy evolves, so will our business model. We may continue to try to offer additional types of products, and we cannot offer any assurance that any of them will be successful. From time to time we may also modify aspects of our business model relating to our product mix offerings. We cannot offer any assurance that these or any other modifications will be successful or will not result in harm to the business. We may not be able to manage growth effectively, which could damage our reputation, limit our growth, and negatively affect our operating results.

OUR SUCCESS WILL DEPEND, TO A LARGE DEGREE, ON THE EXPERTISE AND EXPERIENCE OF THE MEMBERS OF OUR MANAGEMENT TEAM.

We will rely exclusively on the skills and expertise of our management team in conducting our business. Our management team has experience in wholesale office supplies services, janitorial and maintenance products industry, but there is no assurance that our management’s efforts in this continuing business will be successful. We will be wholly dependent on the continued diligence and skill of our management team for the operations be successful in the future.

WE ARE DEPENDENT UPON THE EFFORTS OF OUR MANAGEMENT FOR OUR SUCCESS; IF THIS CHANGES, THIS MAY BE A RISK TO OUR INVESTORS.

Chester I. Wright III, CFO and CEO, currently devotes part time, roughly 20 hours per week, to the Company. If at any time Mr. Wright is unable to devote as much time (up to 20 hours per week) to the business of the Company, this may be an impediment to our business achievement. If Mr. Wright were not available due to health, we may not have devoted sufficient time and effort of new manager to manage our business, which could impair our ability to succeed in our business plan and could cause investment in our Company to lose value.

Spencer Fisher, President, devotes 40 hours a week to the business and Cathy Wilkinson devotes 17.5 hours a week as the Secretary to the business.

WE HAVE A VOLATILE REVENUE HISTORY AND STOCKHOLDERS CANNOT VIEW OUR PAST PERFORMANCE SINCE WE HAVE A LIMITED OPERATING HISTORY.

During the six-month period ended June 30, 2025, we recognized $1,640,254 in revenues. Our net loss for the year ended December 31, 2024 in the amount of ($282,919), and our net loss for the six months ended June 30, 2025 was ($231,164) and is indicative of our deficit revenues versus costs. We must be regarded as a developing venture with all of the unforeseen costs, expenses, problems, risks and difficulties to which such developing ventures are subject.

OUR SUCCESS AND ABILITY TO GROW OUR BUSINESS DEPEND ON GROWING OUR CUSTOMER BASE. IF WE FAIL TO ADD NEW CUSTOMERS, OUR BUSINESS, REVENUE, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE HARMED.

Our ability to attract and retain new customers depends, in large part, on our ability to be perceived as providing accurate and insightful customer experiences, competitive pricing, and sales generation to our subscribers. In order to maintain this perception, we may be required to incur significantly higher marketing expenses, costs related to improving our service, and lower margins in order to attract and retain new customers. If we fail to remain competitive on customer experience, pricing, and usable metrics, our ability to grow our business and generate revenue by attracting and retaining customers may be adversely affected.

There are many factors that could negatively affect our ability to grow our customer base, including if:

Our inability to overcome these challenges could impair our ability to attract and retain new customers and could have a material adverse effect on our business, revenue, operating results and financial condition.

WE MAY HAVE A SHORTAGE OF WORKING CAPITAL IN THE FUTURE WHICH COULD JEOPARDIZE OUR ABILITY TO CARRY OUT OUR BUSINESS PLAN.

Our capital needs consist primarily of expenses related to general and administrative operations and legal and professional fees that could exceed $250,000 for expansion and coverage of unforeseen impacts of tariffs upon our business in the next twelve months. Such funds are not currently committed, and we have cash of approximately $255,917 at June 30, 2025.

WE MAY NEED ADDITIONAL FINANCING FOR WHICH WE HAVE NO COMMITMENTS AND THIS MAY JEOPARDIZE CONTINUED EXECUTION OF OUR BUSINESS PLAN.

We have limited funds, and such funds may not be adequate to continue to carry out our business plan in our industry. Our ultimate success may depend upon our ability to raise additional capital. We are investigating the availability, sources, and terms that might govern the acquisition of additional capital.

We have no commitment at this time for additional capital. If we need additional capital, we have no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to us. If not available, our operations will be limited to those that can be financed with our modest capital.

REPORTING REQUIREMENTS UNDER THE EXCHANGE ACT AND COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002, INCLUDING ESTABLISHING AND MAINTAINING ACCEPTABLE INTERNAL CONTROLS OVER FINANCIAL REPORTING, ARE COSTLY AND MAY INCREASE SUBSTANTIALLY.

The rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our share price.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of 2010 and other applicable securities rules and regulations. Despite recent reforms made

possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.

We are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequately prepare for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting and audit functions; personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants to design and implement internal controls; and financial printing alone will be a few hundred thousand dollars per year and could be several hundred thousand dollars per year. In addition, if and when we retain independent directors and/or additional members of senior management, we may incur additional expenses related to director compensation and/or premiums for directors’ and officers’ liability insurance, the costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually, or in the aggregate, may also be material.

In addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

The increased costs associated with operating as a public company may decrease our net income or increase our net loss and may cause us to reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.

COMPETITION FROM SIMILAR SERVICE PROVIDERS.

We expect to encounter competition from other entities having similar business objectives, some of whom may have greater resources than us. Virtually all of our competitors will have a competitive advantage and are much larger. The need to compete for investment opportunities may make it necessary for us to offer clients attractive transaction terms than otherwise might be the case.

WE HAVE INCURRED SIGNIFICANT LOSSES AND ANTICIPATE FUTURE LOSSES.

At June 30, 2025 we had an accumulated deficit of ($4,314,737) and a net loss for the six months of ($231,164). At December 31, 2024, we had an accumulated deficit of ($4,083,573) and for the year ended December 31, 2024, we incurred a net loss of ($282,919).

As a result of these, among other factors, we received from our registered independent public accountants in their report of the financial statements as of and for the years ended December 31, 2024 and 2023, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

OUR EXISTING FINANCIAL RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES.

We have limited sources of revenues at this time and insufficient assets to meet our ongoing operating expenses. In the short term, unless we are able to raise additional debt and/or equity, we shall be unable to meet our ongoing operating expenses. There can be no assurance that we will be able to achieve adequate financial resources to remain in business.

BECAUSE INSIDERS CONTROL OUR ACTIVITIES THAT MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO THEM AND NOT TO OUTSIDE SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY

Our officers, directors, and holders of 5% or more of our issued and outstanding common stock beneficially own approximately 41.40% of our issued and outstanding common stock on a fully diluted basis, including the Series A Preferred Stock which votes one shares of common stock for every 1 share of Preferred at all times until converted (this figure does not include individuals who retain less than 5% holdings after the dilution is accounted for). As a result, they effectively control all matters requiring director and stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transaction. These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our Company that you might view favorably.

OUR OFFICERS AND DIRECTORS HAVE THE ABILITY TO EFFECTIVELY CONTROL SUBSTANTIALLY ALL ACTIONS TAKEN BY STOCKHOLDERS.

Chester I. Wright, III, the CEO, CFO, and a director of the Company, owns or beneficially controls 35.60% of the common stock, and, therefore he effectively controls substantially all actions taken by our stockholders with such a large percentage, including the election of directors. Such concentration of ownership could also have the effect of delaying, deterring or preventing a change in control that might otherwise be beneficial to stockholders and may also discourage the market for our stock due to the concentration.

WE MAY DEPEND UPON OUTSIDE ADVISORS, WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.

To supplement the business experience of our officers and directors, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. Our Board without any input from stockholders will make the selection of any such advisors. Furthermore, it is anticipated that such persons may be engaged on an “as needed” basis without a continuing fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able to provide the required services.

THE INABILITY OF OUR COMPANY TO ADEQUATELY EXECUTE OUR GROWTH OR EXPANSION STRATEGIES WOULD HAVE A NEGATIVE IMPACT ON OUR COMPANY VALUE.

The possibility that our Company will not be able to fully carry out or execute on its expansion or growth plans presents significant risk. Our success will ultimately depend on the success of our marketing. If our intended expansion or growth plan does not come to fruition or is otherwise impeded, or is unprofitable, we may not be able to stay in business or have any value.

RISK FACTORS RELATED TO OUR STOCK

WE CAN GIVE NO ASSURANCE OF SUCCESS OR PROFITABILITY TO OUR INVESTORS.

Cash flows generated from operating activities were not enough to support all working capital requirements for the six-month period ended June 30, 2025 and 2024. We incurred ($231,164) and ($189,898), respectively, in losses, for the six-month period ended June 30, 2025 and June 30, 2024. Cash flows from financing activities were ($337) and $275,000, respectively, for the same periods. These loss factors cause substantial doubt about our ability to continue as a going concern for a period of one year from the issuance of these financial statements.

In order for us to continue as a going concern, we will need to obtain additional debt or equity financing and look for companies with cash flow positive operations that we can acquire. There can be no assurance that we will be able to secure additional debt or equity financing, that we will be able to acquire cash flow positive operations, or that, if we are successful in any of those actions, those actions will produce adequate cash flow to enable us to meet all our future

obligations. Most of our existing financing arrangements are short-term. If we are unable to obtain additional debt or equity financing, we may be required to significantly reduce or cease operations.

Our sources of capital are loans and sales of equity from common or preferred stock. We have no commitments for loans or equity sales at this date.

WE MAY IN THE FUTURE ISSUE MORE SHARES OF COMMON STOCK WHICH COULD CAUSE A LOSS OF CONTROL BY OUR PRESENT MANAGEMENT AND CURRENT STOCKHOLDERS.

We may issue further shares as consideration for the cash or assets or services out of our authorized but unissued common stock that would, upon issuance, represent a majority of the voting power and equity of our Company. The result of such an issuance would be those new stockholders and management would control our Company, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of our Company by our current shareholders, which could present significant risks to investors.

WE HAVE AUTHORIZED AND DESIGNATED SERIES A PREFERRED CONVERTIBLE STOCK.

Series A Preferred Convertible Stock (the “Series A Preferred”) of which 110,000 shares of preferred stock are outstanding. Each share of Series A Preferred Stock shall be converted into one share of fully paid and non-assessable Common Stock upon filing of this registration statement. At this time, all shares of the Series A Preferred have been issued to two non-affiliate shareholders.

WE HAVE AUTHORIZED AND DESIGNATED SERIES F PREFERRED CONVERTIBLE STOCK.

Series F Preferred Convertible Stock (the “Series F Preferred”) of which 163,724 shares of preferred stock have been authorized for the class. Each share of Series F Preferred Stock which is non-voting and only provides for participation in a royalty of 4% on two product lines up to approximately $160,000 as if this date. At this time, all shares of the Series F Preferred are held by shareholders who are not affiliates consisting of 163,724 shares of Series F Preferred shares. We do not intend to issue any more Series F Preferred stock.

WE CAN ISSUE FUTURE SERIES OF SHARES OF PREFERRED STOCK WITHOUT SHAREHOLDER APPROVAL, WHICH COULD ADVERSELY AFFECT THE RIGHTS OF COMMON SHAREHOLDERS.

Our Articles of Incorporation permit our Board of Directors to establish the rights, privileges, preferences and restrictions, including voting rights, of future series of stock and to issue such stock without approval from our shareholders. The rights of holders of common stock may suffer as a result of the rights granted to holders of preferred stock that may be issued in the future. In addition, we could issue preferred stock to prevent a change in control of our Company, depriving common shareholders of an opportunity to sell their stock at a price in excess of the prevailing market price.

OUR OFFICERS AND DIRECTORS MAY HAVE CONFLICTS OF INTERESTS AS TO CORPORATE OPPORTUNITIES WHICH WE MAY NOT BE ABLE OR ALLOWED TO PARTICIPATE IN.

Presently there is no requirement contained in our Articles of Incorporation, Bylaws, or minutes which require officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring business opportunity from any affiliate or officer or director. (See “Conflicts of Interest” at page 45)

None of our Officers and Directors has any interest in any competitive business to ours or any service provider to our Company, other than in relation to the license agreement for the rebar product. The other businesses in which our officers and directors now participate have no relation to our business, do not compete with our business and do not supply services, materials, or technology to our business. We see the primary conflict as one of necessary time devoted to the Company business and internal controls and procedures for accounting for our quarterly and annual reports

under Section 13(a) of the Securities Exchange Act of 1934, which must be filed timely under the section and quarterly reviews and annual audits by our auditors which require adequate record keeping.

WE HAVE AGREED TO INDEMNIFICATION OF OFFICERS AND DIRECTORS AS IS PROVIDED BY NEVADA REVISED STATUTES

Nevada Revised Statutes provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person’s promise to repay us therefore if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us that we will be unable to recoup.

OUR DIRECTORS’ LIABILITY TO US AND SHAREHOLDERS IS LIMITED.

Nevada Revised Statutes exclude personal liability of our directors and our stockholders for monetary damages for breach of fiduciary duty except in certain specified circumstances. Accordingly, we will have a much more limited right of action against our directors than otherwise would be the case. This provision does not affect the liability of any director under federal or applicable state securities laws.

We have one full-time officer, our President Spencer Fisher, who devotes 40 hours per week which may impede our ability to carry on our business. Chester I. Wright, III, CEO and CFO, devotes up to 20+ hours per week on Company business. Cathy Wilkinson, our Secretary, devotes up to 17.5 hours per week on Company business.

OUR STOCK PRICES IN THE MARKET MAY BE VOLATILE.

The value of our Common stock following this offering may be highly volatile and could be subject to fluctuations in price in response to various factors, some of which are beyond our control. These factors include:

In addition, the stock market in general, and the market for shares of supply in particular, has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. We expect the value of our common stock will be subject to such fluctuations.

NO PUBLIC MARKET EXISTS FOR OUR COMMON STOCK AT THIS TIME, AND THERE IS NO ASSURANCE OF A FUTURE MARKET.

There is no public market for our common stock, and no assurance can be given that a market will exist or that a shareholder ever will be able to liquidate his investment without considerable delay, if at all. If a market should

continue, the price may be highly volatile. Factors such as those discussed in the “Risk Factors” section may have a significant impact upon the market price of the shares offered hereby. Due to the low price of our securities, many brokerage firms may not be willing to effect transactions in our securities. Even if a purchaser finds a broker willing to affect a transaction in our shares, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price. Further, many lending institutions will not permit the use of our shares as collateral for any loans.

OUR STOCK WILL, IN ALL LIKELIHOOD, BE THINLY TRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES.

The shares of our common stock may be thinly traded. We are a small company which is relatively unknown to stock analysts, stock brokers, institutional stockholders and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of any of our securities until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our securities is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price. We cannot give you any assurance that a broader or more active public trading market for our common securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give stockholders no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise desire to liquidate their securities.

THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY DISCOURAGE THE TRADABILITY OF OUR SECURITIES.

We are a “penny stock” company. None of our securities currently trade in any market and, if ever available for trading, will be subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase “accredited investors” means, in general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse’s income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser’s written agreement to the transaction prior to the sale. Effectively, this discourages broker-dealers from executing trades in penny stocks. Consequently, the rule will affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore because it imposes additional regulatory burdens on penny stock transactions.

In addition, the Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks”. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules will further affect the ability of owners of shares to sell our securities in any market that might develop for them because it imposes additional regulatory burdens on penny stock transactions.

Shareholders should be aware that, according to the Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced salespersons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

Inventory in penny stocks have limited remedies in the event of violations of penny stock rules. While the courts are always available to seek remedies for fraud against us, most, if not all, brokerages require their customers to sign mandatory arbitration agreements in conjunction with opening trading accounts. Such arbitration may be through an independent arbiter. Investors may file a complaint with FINRA against the broker allegedly at fault, and FINRA may be the arbiter, under FINRA rules. Arbitration rules generally limit discovery and provide more expedient adjudication, but also provide limited remedies in damages, usually only the actual economic loss in the account. Investors should understand that if a fraud case is filed against a company in the courts it may be vigorously defended and may take years and great legal expenses and costs to pursue, which may not be economically feasible for small investors.

That absent arbitration agreements, specific legal remedies available to investors of penny stocks include the following:

If a penny stock is sold to the investor in violation of the requirements listed above, or other federal or state securities laws, the investor may be able to cancel the purchase and receive a refund of the investment.

If a penny stock is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms that committed the fraud for damages.

The fact that we are a penny stock company will cause many brokers to refuse to handle transactions in the stocks, and may discourage trading activity and volume, or result in wide disparities between bid and ask prices. These may cause investors significant illiquidity of the stock at a price at which they may wish to sell or in the opportunity to complete a sale. Investors will have no effective legal remedies for these illiquidity issues.

WE WILL PAY NO DIVIDENDS IN THE FORESEEABLE FUTURE.

We have not paid dividends on our common stock and do not anticipate paying such dividends in the foreseeable future. Our Series F Preferred Stock has a limited dividend payable in cash to satisfy the Preference.

RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE.

All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted Shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for six months, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a non-affiliate after the owner has held the restricted securities for a period of six months. A sale under Rule 144 or under any other exemption from the Act, if available, or pursuant to subsequent registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.

ANY SALES OF OUR COMMON STOCK, IF IN SIGNIFICANT AMOUNTS, ARE LIKELY TO DEPRESS THE FUTURE MARKET PRICE OF OUR SECURITIES.

Assuming all of the shares of common stock held by the selling security holders registered hereby are sold, we would have 16,158,783 new shares that are freely tradable and therefore available for sale, in market or private transactions.

Unrestricted sales of 16,158,783 shares of stock by our selling stockholders could have a huge negative impact on our share price, and the market for our shares.

OUR STOCKHOLDERS MAY SUFFER FUTURE DILUTION DUE TO ISSUANCES OF SHARES FOR VARIOUS CONSIDERATIONS IN THE FUTURE.

There may be substantial dilution to our stockholders as a result of future decisions of the Board to issue shares without shareholder approval for cash, services, or acquisitions.

ANY NEW POTENTIAL INVESTORS WILL SUFFER A DISPROPORTIONATE RISK AND THERE WILL BE IMMEDIATE DILUTION OF EXISTING INVESTORS” INVESTMENTS.

Our present shareholders have acquired their securities at a cost significantly less than that which the investors purchasing pursuant to shares will pay for their stock holdings or at which future purchasers in the market may pay. Therefore, any new potential investors will bear most of the risk of loss.

WE ANTICIPATE TARIFFS WILL SIGNIFICANTLY IMPACT OUR BUSINESS

We anticipate that tariffs will significantly impact our pricing and availability for around 30% of our products. This challenge will not only affect us but will also pose equal difficulties for our vendors, suppliers, and ultimately our customers.

The threat of a recession, inflation, and other economic impacts may reduce the potential client base on which we rely.

WE CAN ISSUE SHARES OF PREFERRED STOCK WITHOUT SHAREHOLDER APPROVAL, WHICH COULD ADVERSELY AFFECT THE RIGHTS OF COMMON SHAREHOLDERS.

Our Articles of Incorporation permit our Board of Directors to establish the rights, privileges, preferences and restrictions, including voting rights, of future series of stock and to issue such stock without approval from our shareholders. The rights of holders of common stock may suffer as a result of the rights granted to holders of preferred stock that may be issued in the future. In addition, we could issue preferred stock to prevent a change in control of our Company, depriving common shareholders of an opportunity to sell their stock at a price in excess of the prevailing market price.

WE WILL BECOME A REPORTING COMPANY UPON THE EFFECTIVENESS OF THIS REGISTRATION STATEMENT.

We will become subject to the reporting requirements under the Securities and Exchange Act of 1934, Section 13a, after the effectiveness of this offering, pursuant to Section 15d of the Securities Act and we intend to be registered under Section 12(g). As a result, shareholders will have access to the information required to be reported by publicly held companies under the Exchange Act and the regulations thereunder. As a result, we will be subject to legal and accounting expenses that private companies are not subject to and this could affect our ability to generate operating income.

ITEM 4. USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares being registered on behalf of our selling shareholders.

We may raise additional funds through a placement of shares of our common stock. At this time, there is no committed source for such funds, and we cannot give any assurances of being able to raise such funds. We will require additional funds to carry out our business plan. The availability and terms of any future financing will depend on market and other conditions.

ITEM 5. DETERMINATION OF OFFERING PRICE

Our selling shareholders plan to sell common shares at market prices for so long as our Company may be quoted on OTCQB and as the market may dictate from time to time. There is no current market for the common stock, and our Company intends to complete an OTCQB application upon effectiveness of the Registration Statement.

If we obtain OTCQB approval for our common stock, our security holders may sell their securities at market prices or at any price in privately negotiated transactions.

As of September 2, 2025, there were 22,533,783 shares of common stock issued and outstanding and 110,000 shares of Series A Preferred Shares that automatically convert upon this Registration filing to total 22,643,783 common shares.

The market share price likely bears no relationship to any criteria of goodwill value, asset value, market price or any other measure of value.

ITEM 6. DILUTION

The following table sets forth with respect to existing shares being offered and under this registration, the number of our shares of common stock offered by shareholders, the percentage ownership of such shares, and net tangible book value per share. All percentages are computed based upon cumulative shares and consideration assuming sale of all shares in the line item.

__________

The common stock to be sold by the selling shareholders as provided in the “Selling Security Holders” section is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.

“Net tangible book value” is the amount that results from subtracting the total liabilities and intangible assets from the total assets of an entity. Dilution occurs because we determined the offering price based on factors other than those used in computing book value of our stock. Dilution exists because the net tangible book value of shares held by existing stockholders is lower than the offering price offered to resale investors.

As of December 31, 2024 and December 31, 2023, the net tangible book value of our stock was $0.078 and $0.077 per share, respectively.

ITEM 7. SELLING SECURITY HOLDERS

The common shares being offered for resale by the selling security holders and consist of 16,158,783 shares of our common stock.

The selling shareholders obtained their shares of our stock in the following transactions:

* 110,000 of Series A Preferred Stock which is automatically converting to common stock (110,000 shares) upon the filing of this Registration Statement for a total of 22,643,783.

Other than the stock transactions discussed above, we have not entered into any transaction nor are there any proposed transactions in which any founder, director, executive officer, significant shareholder of our company or any member of the immediate family of any of the foregoing had or is to have a direct or indirect material interest.

No person who may, in the future, be considered a promoter of this offering, will receive or expect to receive assets, services or other considerations from us except those persons who are our salaried employees or directors. No assets will be, nor expected to be, acquired from any promoter on behalf of us. We have not entered into any agreements that require disclosure to the shareholders.

____________

(b) The table below shows the person with voting control for the entities listed in (a) above. 

________

ITEM 8. PLAN OF DISTRIBUTION

Upon effectiveness of this registration statement, of which this prospectus is a part, if our shares are approved for quotation on the OTCQB our security holders may sell their securities at market prices or at any price in privately negotiated. Until the shares are quoted on the OTCQB, the shares may only be sold at the price of $1.00 per share in any transaction.

The selling shareholders are not paying any of the offering expenses and we will not receive any of the proceeds from the sale of the shares by the selling shareholders.

The selling shareholders may, from time to time, sell all or a portion of the shares beneficially owned by them and offered hereby directly or through one or more underwriters, broker-dealers, or agents. These sales may be made on any national securities exchange or quotation service on which our shares may be listed or quoted at the time of sale, in the over-the-counter market, in negotiated transactions, or otherwise, at market prices prevailing at the time of sale, at prices related to such market prices, or at negotiated prices.

The selling shareholders may use any one or more of the following methods when selling shares:

Broker-dealers engaged by the selling shareholders may receive commissions, discounts, or concessions from the selling shareholders (and, if they act as agent for the purchaser of shares, from such purchaser). Broker-dealers may be deemed to be “underwriters” within the meaning of the Securities Act in connection with sales of the shares.

ITEM 9. DESCRIPTION OF SECURITIES

The securities being registered and/or offered by this Prospectus are common shares.

Common Stock

The Company is presently authorized to issue one hundred ninety million (190,000,000) shares of its $0.001 par value common shares. A total of 22,533,783 common shares are deemed issued and outstanding as of September 2, 2025. After automatic conversion of the Series A Preferred Stock upon the filing of this Registration a total of 22,643,783 common shares are outstanding. At December 31, 2024 and 2023, there were a total of 22,423,783 and 22,423,783 shares of common stock issued and outstanding, respectively.

All shares, when issued, will be fully paid and non-assessable. All shares are equal to each other with respect to voting, liquidation, and dividend rights. Special Stockholders' meetings may be called by the Officers or Directors, or upon the request of holders of at least one-fifth (1/5th) of the outstanding shares. Holders of shares are entitled to one vote at any Stockholders' meeting for each share they own as of the record date set by the Board of Directors. There is no quorum requirement for Stockholders’ meetings. Therefore, a vote of the majority of the shares represented at a meeting will govern even if this is substantially less than a majority of the shares outstanding. Holders of shares are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefore, and upon liquidation are entitled to participate pro rata in a distribution of assets available for such a distribution to Stockholders. There are no conversion, pre-emptive or other subscription rights or privileges with respect to any shares. Reference is made to the Company's Articles of Incorporation and its By-Laws as well as to the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of shares. It

should be noted that the Board of Directors without notice to the Stockholders may amend the By-Laws. The shares of the Company do not have cumulative voting rights, which mean that the holders of more than fifty percent (50%) of the shares voting for election of Directors may elect all the Directors if they choose to do so. In such event, the holders of the remaining shares aggregating less than fifty percent (50%) of the shares voting for election of Directors may not be able to elect any Director.

Preferred Stock

The Company is presently authorized to issue Ten Million (10,000,000) shares of its $0.001 par value Preferred Stock. A total of 110,000 shares are designated Series A Preferred shares and, as of September 2, 2025, 110,000 are issued and outstanding but will convert automatically to common on a one for one basis upon the filing of this Registration Statement. A total of 163,724 shares are designated Series F Preferred shares and, as of September 2, 2025, 163,724 are issued and outstanding.

Series A Preferred Stock

Series A Preferred Stock will automatically convert to common stock when the Company files a registration statement with the SEC.

Series F Preferred Stock

Series F Preferred stockholders will receive a prorated share of 4% of the revenue from the Company's IP products to a maximum amount equal to the investment made, which is represented by dividend payable amount recorded. Current IP products are Buffalo Eraser Sponge, FitBoxr/FitBodi, and the newest Smack-Out. (Buffaloclean.com, Fitboxr.com, Fitbodi.com, Smack-out.com)

Transfer Agent

The transfer agent and registrar for our common stock is Mountain Share Transfer, LLC. The transfer agent’s address is 2030 Powers Ferry Road SE., Suite 212, Atlanta, GA 30339, and its telephone number is 404-474-3110.

ITEM 10. INTEREST OF NAMED EXPERTS AND COUNSEL

Except as set forth at the end of this paragraph, no expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the Registrant or any of its parents or subsidiaries. Nor was any such person connected with the Registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, Director, officer, or employee.

ITEM 11. INFORMATION WITH RESPECT TO THE REGISTRANT

DESCRIPTION OF BUSINESS

BUSINESS SUMMARY

This prospectus contains various forward-looking statements that are based on our beliefs as well as assumptions made by and information currently available to us. When used in this prospectus, the words "believe," "expect," "anticipate," "estimate," and similar expressions are intended to identify forward-looking statements. These statements may include statements regarding seeking business opportunities, payment of operating expenses, and the like, and are subject to certain risks, uncertainties and assumptions which could cause actual results to differ materially from projections or estimates. Factors which could cause actual results to differ materially are discussed at length under the heading "Risk Factors". Should one or more of the enumerated risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Investors should not place undue reliance on forward-looking statements, all of which speak only as of the date made.

In this prospectus, unless the context requires otherwise, references to “we,” “our,” or “us,” “Company,” “Global Industry,” or “GIP” refer to Global Industry Products, Corp.

Company Overview and History

On March 2, 2009, the Company was incorporated in the State of Nevada with corporate operations located in Las Vegas, Nevada.

We are and have been since inception in 2009 a distributor and manufacturer of goods to casinos, and retailers and redistributors. Our products include paper rolls, restaurant supplies, janitorial/bathroom supplies, liners and gloves, ribbons, toners and inks.

Current Business

Approximately 45% of our sales come from our Patriot Paper brand, which features products proudly made in the USA. Additionally, 25% of our sales are generated from other product lines that also originate from American manufacturing. The food service industry and hospitality industry rely heavily on Chinese products. We anticipate that tariffs will significantly impact our pricing and availability for around 30% of our products. This challenge will not only affect us but will also pose equal difficulties for our vendors, suppliers, and ultimately our customers.

GIP relies on 3 to 4 vendors for nearly every product line, sourcing imports from various countries. While pricing may not pose an immediate threat to GIP's sales—since all suppliers face similar difficulties—the true challenge will likely be product availability. Vendors may become hesitant to maintain stock on goods that risk substantial value fluctuation with little warning. Consequently, end users may find themselves anxious about securing essential products.

However, this situation could present GIP with new opportunities, as we strive to assist our clients in navigating these uncertainties and securing the products they need. End users are understandably anxious about securing the necessary products that meet their needs. This concern presents a significant opportunity for GIP to expand its future prospects. By allowing end users to diversify their approved vendor lists, they can effectively hedge against potential product shortages and unavailability. This expansion not only enhances the resilience of their supply chains but also empowers GIP to position itself as a reliable partner in navigating the complexities of product procurement.

We primarily operate in Nevada but also have national accounts, such as Dollar General. Our intellectual products include the Buffalo Eraser Sponge, which was previously sold on the Home Shopping Network and Walmart before the COVID-19 pandemic; we are currently working to reintroduce it to these retailers. Additionally, our FitBoxr product is sold nationally through FitBoxr.com, FitBodi.com, and Amazon. We have also secured a contract for our Smack-Out product with an international distributor for sales in Europe and China, and we are in the process of establishing distributors for North America as well. Both the FitBoxr and Smack-Out products benefit from international patents, highlighting our commitment to innovation and market reach.

Global Industry Products, Corp. serves as a distributor in the non-durable goods sector. With a robust distribution division, GIP specializes in a variety of essential products, including disposable janitorial and sanitation items, food service supplies, money handling equipment, and office necessities, catering to both local and national markets. In addition to its general offerings, GIP plays a significant role in the casino industry by supplying wholesale products such as thermal receipt paper, cups, straws, trash liners, and other crucial items.

Furthermore, GIP has established a national presence by supplying products under contract to major retailers like Dollar General, showcasing its commitment to quality and service across diverse markets. Through its innovative approach and wide-ranging product offerings, GIP continues to meet the evolving needs of its customers while maintaining a strong foothold in the industry.

Operating under the trade name Vegas Retail Supply, GIP serves a diverse range of local non-casino businesses in Las Vegas. With a strong focus on quality and innovation, GIP has successfully developed several private label brands, notably “Patriot Paper,” which specializes in providing high-quality, US made, receipt paper rolls. This strategic move has positioned GIP as the largest independent distributor of receipt paper in the Las Vegas market, allowing the

company to cater effectively to the unique needs of various local enterprises. By prioritizing customer satisfaction and offering reliable products, GIP continues to strengthen its foothold in the competitive retail supply landscape of the city.

The GIP New Products Division has successfully leveraged its intellectual property skills to develop innovative products that transform everyday tasks. One standout creation is the Buffalo Eraser Sponge, a durable cleaning sponge designed to minimize the use of harsh chemicals while delivering impressive cleaning results. Before the COVID-19 pandemic, this exceptional product garnered attention on the Home Shopping Network, showcasing its effectiveness to a broad audience. Another remarkable offering from GIP is the FitBoxr (FitBodi) exercise tool, an internationally patented device that ensures users maintain correct body posture during a comprehensive upper body workout.

The latest invention, the internationally patented “Smack-Out” game, is set to revolutionize family game nights. Designed for two players, this thrilling new game promises endless fun and friendly competition, catering to players of all ages. With its unique blend of excitement and entertainment, “Smack-Out” is destined to become a favorite among families and friends alike. The game’s design was finalized by GIP at the end of 2024, showcasing innovative features that enhance the gaming experience. To further amplify its reach, GIP has signed a multi-year distribution license with a well-established game manufacturer and distributor, targeting the lucrative European and Chinese markets.

The following brands are owned by Global Industry Products, Corp.: 

Logo	Business Description	Brand Inception Date	Ownership
	A division of Global Industry Products (GIP), sales office supplies and other non-durable goods to customers in the Las Vegas marketplace. The website is www.VegasRetailSupply.com.	2010	100%
	Complete line of branded paper roll products. Serving all of USA and Canada. Patriot paper logo is a pending registered Trademark. The website is www.PatriotPaperProducts.com.	2019	100%
	Sous Chef is a source for the Food Service professionals for quality disposable products. Currently branding beverage napkins, plastic cups and straws. Sous Chef logo is a pending registered Trademark. The website is www.SousChefProducts.com.	2017	100%
	The Buffalo Eraser Sponge is more powerful, more durable, more effective, more efficient, and more versatile than the Mr. Clean Magic Eraser and lasts more than 10x longer. The Buffalo Eraser Sponge has retailed on Amazon, in Las Vegas area Wal-Marts and was featured on the Home Shopping Network.  The Buffalo Clean will continue to expand its line with additional high-quality cleaning products Buffalo Sponge is a registered Trademark. The website is www.BuffaloClean.com.	2017	100%
	Quality line of personal paper products. Current branding of toilet seat covers, toilet tissue and facial tissue. Bellasoft is a pending registered Trademark. The website is www.BellasoftPaper.com.	2014	100%
	Initial branding of gloves, trash liners and safety glasses. The website is www.FlexPlusIndustries.com.	2017	100%

Logo	Business Description	Brand Inception Date	Ownership
	100% Guaranteed Compatible ribbons, toners and ink cartridges. Complete line of branded products. RTCInk is a pending registered Trademark. The website is www.RTCInk.com.	2016	100%
	Environmentally Necessary ® is a pending registered trademark owned by GIP.  Licensing is available for identifying products that everyone should use to support the wellbeing of our planet. Licensing of trademark is offered for no cost during for first year of use subsequent years licensing based on product sales volume. The website is www.EnvironmentallyNecessary.com.	2016	100%
	The FitBoxr is a new portable exercise product where resistance bands are affixed to the harness to perform weight resistance exercises. FitBoxr is patented and has a Registered trademark. Great for young and old. Use it at home, at the office, while traveling or at the gym. The FitBoxr is adjustable to fit and has interchangeable resistance bands for different strength levels. It is sold currently through FitBoxr.com, Amazon and previously sold on Home Shopping Network. The website is www.FitBoxr.com.	2019	100%
	Additional branding of the FitBoxr to include various fitness products with a more general market appeal. Registered Trademark is pending. The website is www.FitBodi.com.	2021	100%
	Fitness training classes, courses and music. The website is www.FitBoxing.com.	2019	100%
	Smack-Out is a new 2025 family fun board game and owned by GIP. Smack-Out has been tested and approved by both children and adults. Pending license for distribution in Asia and Europe is currently being negotiated. Will be distributed by GIP in North America. International patents pending and trademarks pending. The website is www.Smack-Out.com.	2023	100%

Office Address

Our executive offices are located at 7770 Dean Martin Dr., Ste. 303, Las Vegas, NV 89139 and the telephone number is (800) 662-2296. We maintain a website at www.vegasretailsupply.com, and such website is not incorporated into or a part of this filing.

Corporate Organization Chart

Below is an overview of Global Industry Products, Corp. corporate structure.

If we are unable to generate enough revenue to cover our operational costs beginning the first quarter of 2025, we will need to seek additional sources of funds. Currently, we have no committed source for any funds as of date hereof.  No representation is made that any funds will be available when needed. In the event funds cannot be raised if and when needed, we may not be able to carry out our business plan and could fail in business as a result of these uncertainties.

The independent registered public accounting firm’s report on our financial statements as of December 31, 2024, includes a “going concern” explanatory paragraph that describes substantial doubt about our ability to continue as a going concern.

Liquidity and Capital Resource Needs & Plan of Operations

The Company currently has approximately $255,917 in cash as of June 30, 2025 for operations. Its capital resource is its common and preferred stock.  As disclosed in the balance sheet, the Company has accumulated losses at the reporting period and limited cash resources. The ability of the Company to continue as a going concern depends upon its ability to develop profitable operations and to continue to raise adequate financing. Management is actively targeting sources of additional financing to provide continuation of the Company’s operations.

In order for the Company to meet its liabilities as they come due and to continue its operations, the Company is solely dependent upon its ability to generate such financing. The Company is actively seeking financing to fully execute the next phase of the Company’s growth initiatives. Any capital raised will be through either a private placement or a convertible debenture and will result in the issuance of common shares from the Company’s authorized capital. The Company believes it can satisfy minimum cash requirements for the next twelve months with either equity financing, convertible debenture or, if needed, loans from shareholders.

The Company intends to seek alternate sources of funding, including but not limited to seeking other debt or equity financing as may be necessary. No sources have been identified for any funding.

COVID-19

In December 2019, COVID-19 emerged and subsequently spread worldwide. The World Health Organization declared COVID-19 a pandemic resulting in federal, state and local governments and private entities mandating various restrictions, including travel restrictions, restrictions on public gatherings, stay at home orders and advisories and quarantining of people who may have been exposed to the virus.

As the COVID-19 pandemic was complex and rapidly evolving, the Company experienced a slowing of our business in 2020-2021.

INDUSTRY ANALYSIS AND HISTORY

Barriers to Entry in the Products Supply Industry

There is one major barrier to entry into the products supply industry which is capital. We have had limited capital with which to compete in this industry. Many other competitors have been in the business for many years and have very large capital resources and an established reputation. Our impediments have been in addition to lack of capital and lack of equity in our Company upon which to base a capital raise.

Competitive Factors Impacting Our Ability to Gain Market Share

Our competition enjoys advantages which may prevent us from achieving a market share due to our competitors’ known reputations, competent management, and capital resources all of which will impede our abilities to achieve market share.

Competitive Factors in the Industry

Our primary competitors are BradyPlus, Sysco, and Shetakis Wholesalers.

Registrant’s Competitive Position in the Industry

Registrant is a small participant in the products supply industry on a limited regional basis and cannot be expected to obtain a market share on any national basis. Without a large infusion of capital, it will remain a very small participant in the industry.

Historical Track Records

Our Company has a historical track record of operations since 2009 (see “Risk Factors”).

COMPETITION, MARKETS, REGULATION AND TAXATION

Competition

There are a large number of companies and individuals engaged in the software industry; accordingly, there is a high degree of competition. Almost all of the companies and individuals so engaged have substantially greater technical and financial resources than we do.

We are an insignificant participant in the products supply industry. There are many established companies that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

Markets.

Our market is highly competitive and constantly changing. Commercial success is frequently dependent on capital availability, the effectiveness and sufficiency of which are very difficult to predict accurately.

Governmental Regulation.

Federal Regulations.

We are subject to regulations by securities laws as a public Company.

Compliance with Environmental Laws and Regulations.

We are not involved in operations with environmental considerations for our business.

State Regulations.

Certain states may require that we obtain a Local Business License. We have a Nevada business license. We intend to address this on an as needed basis.

For additional information about these matters, see “Risk Factors.”

LICENSES

None.

TITLE TO PROPERTIES

None.

BACKLOG OF ORDERS

We currently have no backlogs of orders for sales, at this time.

GOVERNMENT CONTRACTS

We have no government contracts.

COMPANY SPONSORED RESEARCH AND DEVELOPMENT

We are not conducting any research.

NUMBER OF PERSONS EMPLOYED

We have six full-time employees and two part-time sub-contractors at this time.

Chester I. Wright, III, CEO CFO and director, works approximately 20 hours per week. Spencer Fisher, President and director, works approximately 40 hours per week and Cathy Wilkinson, Secretary, works up to 17.5 hours per week.

DESCRIPTION OF PROPERTY

DESCRIPTION OF PROPERTIES/ASSETS

* The following brands are owned by Global Industry Products, Corp.: 

Logo	Business Description	Brand Inception Date	Ownership
	A division of Global Industry Products (GIP), sales office supplies and other non-durable goods to customers in the Las Vegas marketplace. The website is www.VegasRetailSupply.com.	2010	100%
	Complete line of branded paper roll products. Serving all of USA and Canada. Patriot paper logo is a pending registered Trademark. The website is www.PatriotPaperProducts.com.	2019	100%
	Sous Chef is a source for the Food Service professionals for quality disposable products. Currently branding beverage napkins, plastic cups and straws. Sous Chef logo is a pending registered Trademark. The website is www.SousChefProducts.com.	2017	100%
	The Buffalo Eraser Sponge is more powerful, more durable, more effective, more efficient, and more versatile than the Mr. Clean Magic Eraser and lasts more than 10x longer. The Buffalo Eraser Sponge has retailed on Amazon, in Las Vegas area Wal-Marts and was featured on the Home Shopping Network.  The Buffalo Clean will continue to expand its line with additional high-quality cleaning products Buffalo Sponge is a registered Trademark. The website is www.BuffaloClean.com.	2017	100%
	Quality line of personal paper products. Current branding of toilet seat covers, toilet tissue and facial tissue. Bellasoft is a pending registered Trademark. The website is www.BellasoftPaper.com.	2014	100%
	Initial branding of gloves, trash liners and safety glasses. The website is www.FlexPlusIndustries.com.	2017	100%

Logo	Business Description	Brand Inception Date	Ownership
	100% Guaranteed Compatible ribbons, toners and ink cartridges. Complete line of branded products. RTCInk is a pending registered Trademark. The website is www.RTCInk.com.	2016	100%
	Environmentally Necessary ® is a pending registered trademark owned by GIP.  Licensing is available for identifying products that everyone should use to support the wellbeing of our planet. Licensing of trademark is offered for no cost during for first year of use subsequent years licensing based on product sales volume. The website is www.EnvironmentallyNecessary.com.	2016	100%
	The FitBoxr is a new portable exercise product where resistance bands are affixed to the harness to perform weight resistance exercises. FitBoxr is patented and has a Registered trademark. Great for young and old. Use it at home, at the office, while traveling or at the gym. The FitBoxr is adjustable to fit and has interchangeable resistance bands for different strength levels. It is sold currently through FitBoxr.com, Amazon and previously sold on Home Shopping Network. The website is www.FitBoxr.com.	2019	100%
	Additional branding of the FitBoxr to include various fitness products with a more general market appeal. Registered Trademark is pending. The website is www.FitBodi.com.	2021	100%
	Fitness training classes, courses and music. The website is www.FitBoxing.com.	2019	100%
	Smack-Out is a new 2025 family fun board game and owned by GIP. Smack-Out has been tested and approved by both children and adults. Pending license for distribution in Asia and Europe is currently being negotiated. Will be distributed by GIP in North America. International patents pending and trademarks pending. The website is www.Smack-Out.com.	2023	100%

We do not own any real property but lease an office space. On May 1, 2025, the Company executed a non-cancellable lease in a warehouse complex at a new location at 7770 Dean Martin Dr.; Las Vegas, NV 89139 for a base rent of $16,390, $19,668, $23,437, $23,437 and $23,437 for May 2025, June 2025, July 2025, August 2025 and September 2025, respectively. Base rent will increase to $24,421 beginning on October 1, 2025, with a 4.3% annual increase and initial cams of $4,442. The lease will expire on October 31, 2028.

We believe that substantially all of our property and equipment is in good condition, subject to normal wear and tear, and that our facilities have sufficient capacity to meet the current needs of our business.

LEGAL PROCEEDINGS

We may be subject to various claims and legal actions arising in the ordinary course of business from time to time. We believe that the ultimate resolution of these matters, whether individually or in the aggregate, will not have a material adverse effect on our business, prospects, financial condition and results of operations.

We currently are not involved in any legal proceedings.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Currently there is no public trading market for our stock. We will apply for OTCQB concurrently upon effectiveness of this Registration Statement.

The following table sets forth the high and low bid quotations of our common stock for the periods indicated *:

_________

*Note: There is no trading in our stock since it has never met any quotation requirements.

Rules Governing Low-price Stocks That May Affect Our Shareholders' Ability to Resell Shares of Our Common Stock

Quotations on the OTC Pink or OTCQB reflect inter-dealer prices, without retail mark-up, markdown or commission and may not reflect actual transactions. Our common stock will be subject to certain rules adopted by the SEC that regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks generally are

securities with a price of less than $5.00, other than securities registered on certain national exchanges or quoted on the NASDAQ system, provided that the exchange or system provides current price and volume information with respect to transaction in such securities. The additional sales practice and disclosure requirements imposed upon broker-dealers are and may discourage broker-dealers from effecting transactions in our shares which could severely limit the market liquidity of the shares and impede the sale of shares in the secondary market.

The penny stock rules require broker-dealers, prior to a transaction in a penny stock not otherwise exempt from the rules, to make a special suitability determination for the purchaser to receive the purchaser’s written consent to the transaction prior to sale, to deliver standardized risk disclosure documents prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.